REGISTRATION DOCUMENT ABERDEEN PRIVATE EQUITY GLOBAL FUND OF FUNDS PLC

REGISTRATION DOCUMENT ABERDEEN PRIVATE EQUITY GLOBAL FUND OF FUNDS PLC (a company incorporated with limited liability as a closed-ended investment com...
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REGISTRATION DOCUMENT ABERDEEN PRIVATE EQUITY GLOBAL FUND OF FUNDS PLC (a company incorporated with limited liability as a closed-ended investment company with variable capital under the laws of Ireland with registered number 520254) With Investment Management provided by Aberdeen Asset Managers Limited This Registration Document is dated the 19 May 2016 This document (the Registration Document) constitutes a registration document for the purpose of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive). This Registration Document, together with each securities note (the Securities Note) drawn up for use only in connection with the issue of Shares by the Fund constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive. This Registration Document is to be read in conjunction with the Securities Note. The Fund and its Directors, whose names appear in Part V, accept responsibility for the information contained in this Registration Document. To the best of the knowledge and belief of the Fund and its Directors (who have taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The interim financial statements for the period ended 30 September 2015, which are unaudited, form part of this Registration Document. The Directors confirm there has been no significant change in the financial or trading position of the Company since the date of the interim financial statements. The Schedule of Investments as at 31 December 2015 in Appendix 7 of the Registration Document and the Statement of Capitalisation and Indebtedness as at 29 February 2016 in Appendix 3 of the Registration Document provide additional information. Application shall be made to the Irish Stock Exchange for the D Shares and E Shares to be admitted to the Official List and to trading on its regulated market.

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS REGISTRATION DOCUMENT YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER. INVESTMENT IN SHARES INVOLVES ABOVE AVERAGE RISK AND INVESTMENT IS ONLY SUITABLE FOR SOPHISTICATED INVESTORS WHO ARE IN A POSITION TO UNDERSTAND AND TAKE SUCH RISKS AND SATISFY THEMSELVES THAT SUCH INVESTMENT IS SUITABLE FOR THEM. YOUR ATTENTION IS DRAWN TO THE SECTION HEADED "RISK FACTORS" ON PAGES 10 TO 15. Aberdeen Private Equity Global Fund of Funds plc (the Fund) is an investment company with variable capital incorporated on 19 November 2012 under Part 24 of the Companies Act, 2014 of Ireland. It is authorised in Ireland as an investment company and is a designated company pursuant to Section 1395 of the Companies Act 2014 and is supervised by the Central Bank of Ireland (the Central Bank). The authorisation of the Fund by the Central Bank is not an endorsement or guarantee of the Fund by the Central Bank nor is the Central Bank liable for the contents of the Registration Document. The Central Bank shall not be liable by virtue of its authorisation of the Fund, or by reason of its exercise of the functions conferred on it by legislation in relation to the Fund, for any default of the Fund. Authorisation of the Fund does not constitute a warranty by the Central Bank as to the creditworthiness or financial standing of the Fund and the various parties related to it. The Fund is a closed-ended investment company incorporated under Part 24 of the Companies Act 2014 governed by and in compliance with the laws of Ireland. It is authorised in Ireland by the Central Bank for marketing solely to Qualifying Investors (as defined herein). With the exception of investors who qualify as Accredited Employees (as defined below), the minimum subscription amount by each applicant for Shares shall be €100,000 or its foreign currency equivalent. Accordingly, while the Fund is authorised by the Central Bank, the Central Bank has not set any limits or other restrictions on the investment objectives, the investment policies or on the degree of leverage which may be employed by the Fund nor has the Central Bank reviewed this Registration Document for the purpose of authorisation as a Qualifying Investor Alternative Investment Fund (QIAIF). The Company must comply with the aim of spreading investment risk in accordance with Section 1386 of the Companies Act, 2014. The value of and income from Shares in the Fund may go up or down and you may not get back the amount you have invested in the Fund. The Fund does not expect an active secondary market in the Shares to develop. This Registration Document may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or qualified under any applicable state securities laws, and may not be directly or indirectly offered, sold or transferred in the United States (including its territories and possessions) offered, sold or transferred to or for the benefit of any US Person except pursuant to registration under the Securities Act or an exemption from such registration. The Fund has not been and will not be registered under the United States Investment Company Act of 1940, as amended] (the Investment Company Act), pursuant to an exemption from registration under Section 3 (c)(7) of the 1940 Act. The Fund may make a private placement of the Shares only to US Persons who are both "accredited investors" (as defined in Regulation D under the Securities Act) and Qualified Purchasers (as defined in the 1940 Act). The Shares have not been approved or disapproved by the United States Securities and Exchanges Commission, any state securities commission or other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of the Shares or the adequacy or accuracy of this Registration Document. Any representation to the contrary is unlawful. The Shares are subject to restrictions on transferability and resale (as described in this Registration Document) and may not be transferred or resold in the US except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption therefrom. In addition, the Shares are subject to restrictions on transfer as set out in the Articles. Accordingly, investors should be aware that they will be required to bear the financial risks of any investment in the Shares for an extended period of time. There is no obligation on the part of any person to register the Shares in the US under the Securities Act or any state securities laws.

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Investment in the Shares involves certain significant investment risks, including risk of loss of capital and lack of liquidity, which are characteristic of the investment described herein. Investment in the Shares carries further risks set out herein. The minimum number of A Shares that may be subscribed on initial application by any person is 50 million A Shares (except as provided in Part IV below) the minimum number of B and D Shares that may be subscribed on initial application by any person is 10 million B and D Shares and the minimum number of C and E Shares is 1 million. The Articles of the Fund give powers to the Directors to impose restrictions on the holding of Shares by (and consequently powers to repurchase Shares held by), or the transfer of Shares to, any United States Person (other than pursuant to an exemption available under US law) or any person who appears to be in breach of the laws or requirements of any country or government authority or by virtue of which such person is not qualified to hold such Shares or any person in circumstances (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with any other person, connected or not, or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Fund incurring any taxation or suffering any other pecuniary, regulatory, legal or material administrative disadvantage or being in breach of any law or regulation which the Fund might not have otherwise suffered or incurred or breached. Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the offering, subscription, purchase, holding, transfer or disposal of Shares. No person receiving either a copy of this Registration Document or a Subscription Agreement may treat this Registration Document or the Subscription Agreement as constituting an invitation to him to purchase or to subscribe for Shares, nor should he in any event use the Subscription Agreement, unless in each relevant territory to him such an invitation could lawfully be made to him or the Subscription Agreement could lawfully be used by him without compliance with any registration or other legal requirements (save for any requirements with which he complies). Any person wishing to make an application should satisfy himself as to the observance of the laws of any relevant territory, including the obtaining of any requisite governmental or other consents and the observing of any other formalities. Any information given, or representations made, by any dealer, salesman or other person and not contained in this Registration Document or in any reports and accounts of the Fund forming part hereof must be regarded as unauthorised and accordingly must not be relied upon. Neither the delivery of this Registration Document nor the offer, issue or sale of Shares shall under any circumstances constitute a representation that the information contained in this Registration Document is correct as of any time subsequent to the date of this Registration Document. To reflect material changes, this Registration Document may from time to time be updated and potential subscribers should enquire of the Administrator as to the issue of any later Registration Document or as to the issue of any reports and accounts of the Fund. Shares were available for subscription during the Offer Period which opened at 9 a.m. on 23 June, 2014 and closed at 5 p.m. on 30 March 2016. The Subscription Agreement is available from the Administrator. Legal Implications Summary This Registration Document is governed by and construed in accordance with Irish law and the main (but not the sole) legal implication of the contractual relationship entered into for the purpose of investment in this Fund is that an investor becomes a Shareholder of the Fund and holds Shares in the Fund. Each Shareholder is bound by the terms of the Registration Document, the Memorandum and Articles of Association of the Fund and the Subscription Agreement executed by or on behalf of each Shareholder. The Subscription Agreement in respect of each Shareholder's application for Shares in a Fund is governed by Irish law and the parties submit to the jurisdiction of the Irish courts. Irish law provides for the enforcement of judgments obtained in other countries subject to certain conditions having been met.

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SELLING RESTRICTIONS Notice to residents of the Kingdom of Norway The Fund is not a securities fund as defined in the Norwegian Securities Funds Act 2011 and has neither been registered with nor approved by the Norwegian authorities as a securities fund. This Registration Document has not been prepared so as to comply with the provisions of the public offer rules in the Norwegian Securities Trading Act 2007, nor is it intended to be relied upon by anyone who is not a professional investor within the meaning of this act. The recipient of this Registration Document must not copy or in any other way transmit its contents to any other person. Notice to residents of Iceland The Shares described in this Registration Document are not a public offering of securities in Iceland and have not been registered for public distribution in Iceland with the Financial Supervisory Authority pursuant to the Icelandic Act on Securities Transactions No.108/2007 (as amended) (the Icelandic Securities Act) and supplementary regulations. In Iceland, this Registration Document is distributed only to and is directed only at persons who are (a) professional investors as defined in Article 2 Paragraph 1 Item 9 of the Icelandic Securities Act as referred to in Article 46 of the Act on Undertaking for Collective Investment in Transferable Securities, Investment Funds and Institutional Investment Funds No.128/2011 (the Icelandic Collective Investment Funds Act), or (b) other persons to whom this Registration Document may be communicated lawfully in accordance with the Icelandic Securities Act of the Icelandic Collective Investments Funds Act (all such persons being referred to as relevant Icelandic persons). This Registration Document must not be acted or relied on in Iceland by persons who are not relevant Icelandic persons. Any investment or investment activity to which this Registration Document relates is available in Iceland only to relevant Icelandic persons and will be engaged in only with relevant Icelandic persons. Any person in Iceland who is not a relevant Icelandic person should not act or rely on this Registration Document or any of its contents. This Registration Document must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other persons in Iceland. Notice to residents of Switzerland The distribution of Shares in Switzerland will be exclusively made to, and directed at, qualified investors (the Swiss Qualified Investors), as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended (CISA) and its implementing ordinance. Accordingly, the Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority. This Registration Document and/or any other offering materials relating to the Shares may be made available in Switzerland solely to Swiss Qualified Investors. Notice to residents of the Kingdom of Denmark In relation to Denmark, each purchaser of the Shares represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, any of the Shares to the public in Denmark unless in accordance with Chapter 6 or Chapter 12 of the Danish Securities Trading Act (Consolidated Act No. 982 of 6 August 2013, as amended from time to time) and the Danish Executive Order No. 643 of 19 June 2012 or the Danish Executive Order No. 644 of 19 June 2012, as amended from time to time, issued pursuant thereto. For the purposes of this provision, an offer of the Shares in Denmark means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares. Notice to residents of the United Kingdom This Registration Document is directed at persons having professional experience in matters relating to such investments. Any such investment or investment activity covered is available only to such persons or will be engaged in only with such persons. Persons who do not have professional experience in matters relating to such investments must not rely on the contents of this Registration Document.

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Accordingly this Registration Document is being communicated in the United Kingdom only to persons (1) who are authorised under FSMA (authorised persons) or are otherwise "investment professionals" within the meaning of Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 or (2) who are otherwise categorised as eligible counterparties or professional clients for the purpose of Section 4 of the Conduct of Business Sourcebook of the Financial Services Authority's Handbook of Rules and Guidance (permitted recipients). Subject to the other provisions of this notice, any recipient of this Registration Document who is an authorised person may (if and to the extent it is permitted to do so under applicable rules or regulations) communicate it or otherwise promote the Fund in the United Kingdom to other authorised persons, to "investment professionals" or to permitted recipients but not otherwise. Any recipient of this Registration Document in the United Kingdom who is not an authorised person must not communicate it to any other person in the United Kingdom. Fund History The Fund's financial history is set out in the financial statements attached at appendices 3-7 of the Registration Document. The Fund was authorised by the Central Bank of Ireland as a qualifying investor fund on 20 June 2014. The Offer Period for the Fund commenced in June 2014 and closed on 30 March 2016. The assets that have been acquired by the Fund since it was authorised by the Central Bank are set out in the "Schedule of Investments" as at 31 December 2015 which forms part of the registration document. Following the acquisition of the Aberdeen SVG Group by Aberdeen Asset Management plc in June 2015, the Fund replaced Aberdeen SVG Private Equity Managers Limited (the Original AIFM) with Aberdeen Fund Managers Limited effective on 30 October 2015. With effect from 30 October 2015, the Fund terminated the appointment of Aberdeen SVG Private Equity Advisers Limited (the Old Investment Adviser) as its investment adviser and Aberdeen Asset Managers Limited was appointed as its investment manager. On 30 March 2016, the Shareholders of the Fund resolved to amend the investment policy to provide for investment in Co-Investment Arrangements (as defined in the Registration Document). The amendment to the investment policy was formally approved by the Central Bank on 31 March 2016. There have been no unusual or infrequent events or developments (including changes to governmental, economic, fiscal, monetary or political policies or factors) that have materially affected or could materially affect the Fund's income from operations. Major Shareholders As at the date of the Securities Note, so far as the Directors are aware, the following entities own more than 5 per cent, or more of the issued share capital of the Fund: Pictet Private Equity Investors SA (8.30%); State Street Nominees Limited (12.45%) ; Oslo Pensjonsforsikring AS (41.49%); University of York Pension Trust Limited (8.71%); Lyvie De Haan (6.64%); Aberdeen Private Equity Advisers Limited (12.86%); and Aberdeen Asset Management PLC (5.39%). Third Party Information The Fund confirms that where information has been sourced from a third party, such information has been accurately reproduced and as far as the Fund is aware and is able to ascertain from information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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DIRECTORY Directors

Gerald Brady Michael K. Griffin James Witter

Registered Office

George's Court 54-62 Townsend Street Dublin 2 Tel: +353(0) 1542 2000

AIFM

Aberdeen Fund Managers Limited Bow Bells House 1 Bread Street London EC4M 9HH Tel: +44 (0)20 7463 6000

Investment Manager

Aberdeen Asset Managers Limited 10 Queens Terrace Aberdeen AB10 1 YG United Kingdom Tel: 44 (0) 1224 42 5211

Secretary, Administrator

Northern Trust International Fund Administration

and Registrar

(Ireland) Limited George's Court 54-62 Townsend Street Dublin 2

Depositary

Northern Trust Fiduciary Services (Ireland) Limited George's Court 54-62 Townsend Street Dublin 2

Legal Advisers to the Fund as

A & L Goodbody

to Irish Law

International Financial Services Centre North Wall Quay Dublin 1

Auditors

Pricewaterhouse Coopers 1 Spencer Dock North Wall Quay Dublin 1

Listing Sponsor

A&L Listing Limited 25/28 North Wall Quay Dublin 1 [6]

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TABLE OF CONTENTS PART I: RISK FACTORS

10

PART II: BACKGROUND ON PRIVATE EQUITY, CURRENT MARKET OPPORTUNITY AND FUND OF FUNDS 16 1.

WHAT IS PRIVATE EQUITY?

16

2.

WHY INVEST IN PRIVATE EQUITY?

16

3.

CURRENT PRIVATE EQUITY MARKET OPPORTUNITY

17

4.

ROUTES TO INVEST IN PRIVATE EQUITY

18

5.

ISSUES FOR CONSIDERATION WHEN INVESTING IN PRIVATE EQUITY

19

6.

WHAT ARE FUND OF FUNDS?

19

7.

WHAT ARE THE BENEFITS OF INVESTING IN PRIVATE EQUITY FUND OF FUNDS?

19

PART III: AIFM AND INVESTMENT MANAGER

21

1.

AIFM

21

2.

INVESTMENT MANAGER

22

3.

GOVERNANCE OF ABERDEEN

22

4.

THE FUND NAV

22

PART IV: INVESTMENT DETAILS

23

1.

INVESTMENT OBJECTIVE

23

2.

FUND DESIGN

23

3.

INVESTMENT POLICIES

23

4.

VALUATION POLICIES

27

5.

OFFER OF A SHARES, B SHARES, C SHARES, D SHARES AND E SHARES

27

6.

MINIMUM TRANSFER AMOUNT

29

7.

REPURCHASES OF SHARES

30

8.

LIQUIDITY RISK MANAGEMENT

30

9.

FEES AND EXPENSES

30

10.

DIVIDEND POLICY

31

11.

LIFE OF THE FUND

32

12.

INVESTMENT RESTRICTIONS

32

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13.

DEFAULTING SHAREHOLDERS

32

PART V: THE FUND

33

1.

INTRODUCTION

33

2.

DIRECTORS OF THE FUND

33

3.

ADMINISTRATOR

34

4.

DEPOSITARY

34

5.

INVESTMENT OBJECTIVE AND INVESTMENT POLICIES

35

6.

BORROWING POWERS

35

7.

APPLICATION FOR SHARES

35

8.

TRANSFERS OF SHARES

37

9.

REPURCHASES OF SHARES

38

10.

ISSUE AND REPURCHASE PRICES

38

11.

NET ASSET VALUE OF THE FUND; CALCULATION OF NET ASSET VALUE; VALUATION OF ASSETS 38

12.

SUSPENSION OF CALCULATION OF NET ASSET VALUE

39

13.

FEES AND EXPENSES

40

14.

SOFT COMMISSIONS

41

15.

DIVIDEND POLICY

41

16.

LIFE OF THE FUND

41

17.

TRANSACTIONS AND CONFLICTS OF INTEREST

41

18.

INVESTMENT IN SHARES BY EMPLOYEES OF THE INVESTMENT MANAGER AND AIFM 42

19.

PREFERENTIAL TREATMENT AND SIDE LETTERS

42

20.

INVESTMENT RESTRICTIONS

43

PART VI: TAXATION

44

1.

GENERAL

44

2.

IRISH TAXATION

44

3.

UK TAXATION

47

PART VII: GENERAL INFORMATION

51

1.

51

REPORTS AND ACCOUNTS

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2.

FORM OF SHARES

51

3.

NOTIFICATION OF PRICES

51

4.

DIRECTORS' CONFIRMATION

51

5.

INCORPORATION AND SHARE CAPITAL

51

6.

MEMORANDUM AND ARTICLES OF ASSOCIATION

52

7.

LITIGATION AND ARBITRATION

57

8.

DIRECTORS' INTERESTS

57

9.

MATERIAL CONTRACTS

58

10.

CORPORATE GOVERNANCE CODE

59

11.

CONTINUING OBLIGATIONS UNDER THE TRANSPARENCY DIRECTIVE 2004/109/EC) REGULATIONS 2007 59

12.

MISCELLANEOUS

59

13.

DOCUMENTS FOR INSPECTION

59

APPENDIX 1 : DEFINITIONS

61

APPENDIX 2 : DIRECTORSHIPS OF THE BOARD OF DIRECTORS

71

APPENDIX 3 : UNAUDITED CAPITALISATION AND INDEBTNESS AS OF 29 FEBRUARY 2016

73

APPENDIX 4 : UNAUDITED INTERIM FINANCIAL STATEMENTS

75

APPENDIX 5 : ANNUAL FINANCIAL STATEMENTS

78

APPENDIX 6 : ANNUAL REPORT FOR THE PERIOD 19 NOVEMBER 2012 TO 31 MARCH 2014

81

APPENDIX 7 : SCHEDULE OF INVESTMENTS

83

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PART I: RISK FACTORS Investment in the Fund carries a degree of risk including the risks in relation to the Fund and the Shares referred to below. Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the offering, subscription, purchase, holding, transfer or disposal of Shares. If in any doubt potential subscribers and purchasers should immediately seek their own personal financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 of the UK (if in the UK), or otherwise appropriately authorised and/or other advisers such as legal and tax advisers and accountants (as appropriate). No assurance can be given that Shareholders will realise a profit on their investment or will not avoid a loss. Investment in the Fund is suitable only for investors who are capable of evaluating the merits and risks of such an investment and who can bear the economic risk of the entire loss of their investment. The risks referred to below do not purport to be exhaustive and potential investors should review this document carefully and in its entirety and consult with their professional advisers before making an application for Shares. There may be additional material risks that the Fund does not consider to be material or of which the Fund is not aware. Any investments of the Fund in securities are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them, and therefore the value of, and income from, Shares of each Class can go down as well as up and an investor may not get back the amount he invests. Changes in exchange rates between currencies or the conversion from one currency to another may also cause the value of investments to diminish or increase. The difference at any one time between the Net Asset Value and the repurchase price, means that the investment in the Shares should be viewed as a long term investment. It may be difficult for Shareholders to find a buyer for their Shares. (a)

Risks relating to Underlying Funds The Fund will invest principally in private equity funds. There is no guarantee that sufficient suitable primary or secondary investment opportunities will be found for the Fund to invest in, nor can there be any assurance that Underlying Funds will find sufficient suitable investment opportunities. There is no guarantee that the desired levels of diversification will be achieved. Investments may be made in funds domiciled in jurisdictions which do not have a regulatory regime which provides an equivalent level of investor protection as that provided under Irish law. The Fund may invest in Underlying Funds which may be subject to issue and redemption charges and to management, administration and incentive or performance fees and it may be required to give indemnities to the managers of such Underlying Funds in respect of liabilities that the Underlying Funds may have or properly incur.

(b)

Financial risk The Underlying Funds will make private equity investments which involve an above average risk including a degree of financial risk (including risks associated with relatively high leverage) and in some cases operating risk, which may give rise to the risks of insolvency and total loss of funds invested.

(c)

Past performance The past performance of funds (and their underlying investments in private equity funds) managed by the AIFM and/or the Investment Manager are not a guide to future performance of the Fund or its investments in Underlying Funds.

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(d)

Marketability Trading in the Shares may be effected only on a matched-bargain basis and the Fund does not expect an active secondary market in the Shares to develop. The Fund is closed-ended; repurchases of Shares are not permitted except at the instigation of the Fund and Shareholders do not have the right to require the Fund to repurchase their Shares. Investments in Underlying Funds are not readily marketable and may be difficult to realise. Underlying Funds' own investments will have similar characteristics.

(e)

Management control All decisions with respect to the management of Underlying Funds will be made by their managers and accordingly, the Fund and the AIFM will not have control over the activities of any Underlying Funds invested in by the Fund. Managers of Underlying Funds in which the Fund may invest may take undesirable tax positions, employ excessive leverage, or otherwise manage the Underlying Funds in a manner not anticipated by the Fund or the AIFM. The Fund will have no right or power to take part in the management of the Underlying Funds. The Fund will generally have minority positions in Underlying Funds and the ability to influence their affairs and protect the Fund's interests will be limited. Shareholders have no management control over the Fund.

(f)

Time required to maturity of investments There may be a significant period of time before the Underlying Funds have invested all their committed capital. Once such investments are made, it may take over four years from the date of initial investment to reach such a state of maturity that realisation can be achieved (if at all). Proceeds from the realisation of investments in Underlying Funds may be retained by the Fund to meet its obligations and pay expenses. It is therefore possible that no cash returns to Shareholders will occur for some years, if at all.

(g)

General Economic Environment and Credit Conditions Over the past few years, the outlook for the global economy has been improving, but any future deterioration in the economic environment, including a sustained slow-down in economic growth and/or changes in interest rates or foreign exchange rates, could have a negative impact on the trading performance of the portfolio companies of the Underlying Funds, which in turn could translate into a lower interim or exit valuation. Any accompanying weakness in public markets would further impact the valuations of unlisted portfolio companies of the Underlying Funds (as they are generally valued using public market comparables), as well as the valuation of any publicly listed portfolio companies of the Underlying Funds. Such a deterioration might also result in the closure of the IPO markets, and reduced appetite for acquisition by trade buyers and other private equity firms. Exits might therefore be delayed until market conditions improve, so the Fund would be likely to receive distributions at a slower rate than might have been the case in a more favourable economic environment. In addition to this, the ability of a fund manager of an Underlying Fund to realise its interest in certain portfolio companies of an Underlying Fund in whole or in part may be subject to contractual restrictions such as shareholder lock-up arrangements. It may therefore also be the case that the Fund decides to pay calls to Underlying Funds with debt finance rather than relying upon receiving distributions from investments which it has made, which may increase the Fund's borrowings and risk and volatility for Shareholders. Conditions in the credit market are currently very favourable for private equity deals. However, if the debt markets become too buoyant, underlying investments made by the Underlying Funds might be overleveraged, which could increase their risk, as well as potentially driving excessive pricing on deals. This type of credit environment might also mean that managers of the Underlying Funds choose to slow down their investment pace to avoid over-paying for assets. However, if the credit markets were to become less accommodating than is currently the case, it may be problematic for the managers of Underlying Funds to finance new deals and add-on acquisitions for existing portfolio companies. This in turn might result in a slower pace of investment, and potentially a higher level of equity than is currently required for any deals that are successfully completed. [11]

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There can therefore be no assurance as to whether, and if so how much, the value of the Fund's assets will grow. The timing of returns, if any, to the Fund is uncertain and unpredictable. (h)

Leverage and Over-Commitment Strategy The use of leverage magnifies both increases and decreases in the value of Underlying Funds. Likewise, leverage by the Underlying Funds in their investments exposes the Fund to a similar risk. The Fund proposes to adopt an Over-Commitment Strategy of approximately 110 per cent. of Total Subscriptions. It will, if the Directors consider it necessary, seek to arrange a credit facility and will monitor cash flow projections. However, there can be no guarantee that the Fund will be able to meet all its commitments to the Underlying Funds or successfully implement the Over-Commitment Strategy.

(i)

Staff turnover The performance of the Fund will depend on the skill and expertise of the AIFM and Investment Manager. The loss of a significant number of personnel of the AIFM and Investment Manager could affect the performance of the Fund.

(j)

Currency Share subscriptions are payable, and Net Asset Value calculated, in the Basic Currency (US Dollars). However, the Fund may be making investments in currencies other than US Dollars and may be affected favourably or unfavourably by changes in exchange rates. The Fund may be subject to exchange-control regulations and may incur transaction costs in connection with conversions between currencies.

(k)

Financial information concerning the Fund and valuation of the Underlying Funds The Fund will be relying on valuation and reporting methods used by the managers of the Underlying Funds which may not be to the standards normally expected in Ireland. Such valuations may be at a date some time earlier than the relevant date of valuation of the Fund. For the purposes of compiling the Administrator's reports, the calculation of the value of Underlying Funds will normally be based on the most recent audited or unaudited financial information supplied by the Underlying Funds to the AIFM, the Investment Manager and/or the Administrator. None of the AIFM, Investment Manager, the Fund, the Administrator or any other person will carry out any independent valuation of the Underlying Funds. There may be a delay in the receipt by the AIFM, Investment Manager and/or the Administrator of financial information in respect of Underlying Funds and there is no assurance that any financial information in respect of Underlying Funds, whether received in timely fashion or delayed, will not have been superseded in material respects when it is used for the purpose of the calculation of the value stated in the reports of the Fund. There is generally no obligation on a manager of Underlying Funds to report material changes in the value of the underlying portfolio of an Underlying Fund on a more frequent basis than semi-annually. In the cases where the financial information for any Underlying Fund is not available or has been superseded in material respects, the AIFM and the Investment Manager retain the right in good faith to consider other information it considers relevant for the purposes of compiling the calculation of the value of the Underlying Fund. A valuation reported by an Underlying Fund's manager may differ significantly from the values that would have been used had a ready market for the investments of the Underlying Funds existed. Such factors may lead to uncertainty in the accuracy of the aggregate valuation of the Fund's investments. As a result, the valuation of an Underlying Fund may be substantially different from the amount recoverable in connection with a liquidation of the Fund's investment in it or the fair market value of the underlying investments of the Underlying Fund. The legal and regulatory framework and the disclosure, accounting, auditing and reporting standards in certain countries in which the underlying investments of Underlying Funds are located may, in many respects, be less stringent and not provide the same level of protection or information to investors as would generally apply in Ireland, the UK, the US and other developed countries. Accordingly, the valuation of any [12]

M-31637036-1

underlying investment of Underlying Funds may be less than as stated in the financial or other statements prepared or published by the relevant Underlying Fund. In addition, some of the companies in such countries may not generally maintain internal management accounts or adopt financial budgeting or internal audit procedures to standards normally expected of companies in Ireland, the UK, the US or other developed countries and, accordingly, information supplied to the AIFM, the Investment Manager, the Administrator or the Fund may be incomplete, inaccurate and subject to significant delay in being produced. Accordingly, any inaccuracy or delay in the financial information supplied to the AIFM, the Investment Manager and/or the Administrator in respect of any Underlying Fund or any delay in its use may lead to uncertainty in the accuracy of the calculation of the Net Asset Value of the Fund from time to time. (l)

Risks relating to investments in Secondaries No assurance can be made that the initial value at which a Secondary Investment is purchased based on either the valuations set forth in the relevant manager's valuation report or arrived at by the Investment Manager will reflect the true fair market value of any Secondaries. No separate independent valuations will be undertaken in respect of any Secondaries. There is no guarantee that the Fund will be able to source Secondaries in material amounts and at attractive prices. The Fund's inability to do so will impact its expected cash flows and affect the schedule of equity calls on and distributions to Shareholders.

(m)

Life of the Fund The Fund will have a finite life of 15 years from the Final Closing Date subject to the Directors' discretion to terminate the Fund on an earlier date. On the expiry of the initial 15 year period, the Directors will take the necessary steps to arrange for the dissolution of the Fund in accordance with the provisions of the Articles as soon as practicable thereafter. The Fund may hold investments in closed-ended funds with a longer duration than that of the Fund. The Fund may be required to dispose of its investments in Underlying Funds to effect the winding up and such investments may have restricted marketability. The liquidity and duration of closedended funds will be considered by the AIFM or the Directors prior to deciding to make any investment therein. In particular, the potential secondary market in interests in Underlying Funds will be considered by the AIFM or the Directors. At the date of this Registration Document, the AIFM is of the view that there is a secondary market in interests of Underlying Funds, although sales of such interests are often priced at significant discounts to their net asset value.

(n)

Forced sales Shareholders who fail to pay any of the instalments due on their Shares may have their Shares forfeited and sold on their behalf by the Fund. The proceeds received (if any) by the Fund after deduction of expenses and outstanding interest shall be passed to the relevant Shareholder less an amount equal to 20 per cent. of the net consideration so received which shall be retained by the Fund. The Fund reserves its right to pursue a defaulting Shareholder for any amounts owed to the Fund notwithstanding any other action taken by the Fund including the forfeiture and sale of Shares on the non-payment of any amount called on Shares. This is described in further detail in Part VII.

(o)

Length of Offer Period The terms of the Offer which provide for interest to be charged on subscriptions accepted on Subsequent Closing Dates are designed to protect the interests of investors who subscribe at earlier closings within the Offer Period. There can be no assurance that it will be effective to protect the interests of those investors as the value of each investor's investment will depend on the value of the Fund's underlying investments.

(p)

Custody In order to provide custody and settlement facilities in all jurisdictions in which the Fund may invest from time to time, the Fund or the AIFM may instruct the Depositary to delegate custodial functions to third parties [13]

M-31637036-1

located in jurisdictions where custodial or settlement systems do not offer the standards of protection which would normally be required by a reasonably prudent depositary. The Depositary may discharge its liability for any loss of assets held with such parties subject to the terms of the AIFM Regulations. (q)

Political considerations Investment in the markets targeted by the Fund involves investment in certain emerging markets that entail risks of a nature and degree not typically encountered in the private equity investments in developed markets. There is a higher than usual risk of regulatory or administrative action (arbitrary or otherwise), nationalisation, expropriation or confiscation, punitive taxation, political changes, social instability or diplomatic developments which could adversely affect the value of investments made in those countries. In addition, economic developments and concerns in Europe (particularly in respect of the Eurozone countries) and the US could have consequences both in Europe and the wider world economy thereby increasing the risk of market disruption and intervention by governments. Such disruption and intervention may result in unfavourable currency exchange rate fluctuations, restrictions on foreign investment, imposition of exchange control regulation by governments, trade balances and imbalances and social, economic or political instability which could impact on the investments made by the Fund.

(r)

Repatriation restrictions The Underlying Funds in which the Fund invests may be subject to foreign exchange controls which may adversely affect the ability to repatriate the income or proceeds of sale arising from their investment. Repatriation of income, capital and the proceeds of sale to the Fund may require governmental consents. Delays in or a refusal to grant any such approval or a revocation or variation of consents granted prior to investments being made in any particular country or the imposition of new restrictions may adversely affect those Underlying Funds' investments.

(s)

Foreign ownership restrictions Due to local investment restrictions or for other local reasons, the Underlying Funds in which the Fund invests may hold minority equity positions which may inhibit their ability to influence policy and ensure adequate protection of their investments.

(t)

Compliance with U.S. reporting and withholding requirements The Foreign Account Tax Compliance Act (FATCA) provides that, beginning on July 1, 2014, a 30 per cent. withholding tax will be imposed on payments to certain foreign financial institutions (which may include the Fund) of U.S. source income and proceeds from the sale of property that could give rise to U.S. source interest or dividends unless the foreign financial institution enters into an agreement with the U.S. Internal Revenue Service (IRS) to disclose the name, address, and taxpayer identification number of certain U.S. Persons for FATCA purposes that own, directly or indirectly, an interest in the foreign financial institution, as well as certain other information relating to such interests. On 21 December 2012 Ireland signed a reciprocal Intergovernmental Agreement (IGA) with the US which dispenses with the requirement for the Fund to enter into an information reporting agreement directly with the IRS replacing it with the requirement to report relevant information to the Revenue Commissioners (the Irish tax authorities) instead. While the publication of the IGA and subsequent enabling legislation and regulations (currently in draft form) should serve to reduce the burden of compliance with FATCA, and accordingly the risk of a FATCA withholding, no assurance can be given in this regard. The Directors and the AIFM of the Fund will endeavour to satisfy any obligations imposed on the Fund under the IGA to avoid, as far as is practicable, the imposition of this withholding tax. The Fund's ability to satisfy its obligations under the IGA will depend on each Shareholder in the Fund providing the Fund with any information, including information concerning the direct or indirect owners of such Shareholder, that the Fund determines is necessary to satisfy such obligations. [14]

M-31637036-1

Each Shareholder may be asked to agree in its Subscription Agreement to provide such information upon request from the Fund, in order to enable the Fund to comply with its reporting obligations under the IGA and implementing regulations (currently published in draft form only). If the Fund fails to satisfy such obligations, or if a Shareholder fails to provide the Fund with the necessary information, payments of U.S. source income and payments of proceeds from the sale of property described in the previous paragraph will generally be subject to a 30 per cent. withholding tax. The Fund may at its sole discretion convert the Shareholder's Shares into Shares of another Class and/or exercise its right to completely redeem or repurchase a Shareholder's Shares (at any time upon any or no notice) that fails to provide the Fund with the information the Fund requests to satisfy its obligations under FATCA. Shareholders are encouraged to consult with their own tax advisers regarding the possible implications of FATCA on their investment in the Fund. (u)

Legal considerations The laws relevant to the rights of foreign investors and the entities through which they may invest are often unclear in those countries where the assets of the Fund may ultimately be invested and in which the Underlying Funds invest and operate. These jurisdictions may not accord equivalent rights (or protection for such rights) to those which investors might expect in countries with more sophisticated laws and regulations. Furthermore, it may be more difficult for the Underlying Funds to obtain effective enforcement of their rights by legal arbitral proceedings than in countries with more mature legal systems.

(v)

Tax considerations The income and gains of the Fund from its assets may suffer withholding tax which may not be reclaimable in the countries where such income and gains arise. If this position changes in the future and the application of a lower rate results in a repayment to the Fund, the Net Asset Value will not be re-stated and the benefit will be allocated to those existing Shareholders rateably at the time of repayment. Changes in legal, tax and regulatory regimes may occur during the life of the Fund, which may have an adverse affect on it, its investments or Shareholders. The tax position of each Shareholder may differ according to their particular financial and tax situations. The tax structuring of the Fund or its investments may not be tax efficient for any particular prospective investor. No undertaking is given that amounts distributed or allocated to Shareholders will have any particular characteristics or that any specific tax treatment will be enjoyed. Prospective investors should consult their own tax adviser in this regard. None of the Fund, the AIFM, the Investment Manager, the Administrator, or any of their officers, directors, employees, advisers or agents can take responsibility in this regard. Due to possible differences between the allocation of a gain or income for tax purposes and distributions of cash relating to that gain or income (including possible timing differences), there can be no assurance that Shareholders who are subject to tax will receive timely distributions sufficient to fully satisfy their tax liabilities. Shareholders, the Fund and/or any vehicle in which the Fund has a direct or indirect interest may be subject to tax in jurisdictions in which any such vehicles are located and/or investments are made. Such tax may not be creditable to or deductible by the Shareholders in their respective jurisdictions.

(w)

Regulatory changes The Fund is an Irish regulated entity and as such may be subject to regulatory changes and updates both in Ireland and at a European level from time to time. Such regulatory changes and updates may result in changes to the Fund's own organisational structure or to that of the entities providing services to the Fund such as the AIFM, Investment Manager, Administrator and Depositary.

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Part II: BACKGROUND ON PRIVATE EQUITY, CURRENT MARKET OPPORTUNITY AND FUND OF FUNDS 1.

WHAT IS PRIVATE EQUITY?

1.1.

Private equity is a generic term for investment in private companies (or public companies where the investment has the characteristics of a private equity transaction). The term private equity can broadly be broken down into the following categories: venture capital; development capital; buyouts/ buy-ins; public to privates and private investments in public equity (PIPES), though further sub-sets exist.

1.2.

Venture capital is often used to describe the private equity sector as a whole, but more accurately describes investments made at an early stage in a company's life.

1.3.

Development or growth capital is financing provided for the growth or expansion of a company that is breaking even or trading profitably.

1.4.

Buyouts/buy-ins are used to refer to different structures in private equity that are applied to established businesses with revenue and profit streams. Buyout firms provide capital to enable current operating management and investors to acquire an existing business or to enable a manager or group of managers from outside a company to buy into the company. Buyout transactions typically involve the private equity firms taking controlling equity positions and the structure of transactions normally incorporates debt.

1.5.

Public to privates is used to describe a transaction where a quoted company is taken into private ownership.

1.6.

PIPES are private investments in public equity, typically when private equity investors negotiate with public companies to acquire company shares in a similar manner to private placements. In time, these investments are generally realised either through a listing on a stock exchange or by way of a sale to a third party.

2.

WHY INVEST IN PRIVATE EQUITY?

2.1.

Private equity has generated higher returns compared to other asset classes for long term investors, driven by an investment model that enables the managers of private equity backed companies to pursue a strategy of active ownership that can be implemented over a period of time. In addition, the management incentive structure offered by private equity ensures their focus is on optimising returns for shareholders.

2.2.

Aberdeen Asset Managers Limited believes the private equity market continues to be attractive for investors and that over the long term it should outperform relative to other asset classes. This outperformance of private equity derives from a number of advantages over listed equity which Aberdeen Asset Managers Limited believes are major advantages in growing shareholder value.

2.3.

These advantages include: 2.3.1.

The ability to focus on a clear set of objectives for the business with the agreement of a concentrated shareholder base;

2.3.2.

Short lines of communication – ability to act swiftly to take advantage of opportunities or to react to a change in the market;

2.3.3.

Long term oriented ownership with results measured over a period of years rather than seeking to meet analysts' expectations at the next quarterly public earnings announcement;

2.3.4.

The incentive structures that can be put in place for management and employees of private equity businesses create a strong alignment in maximising shareholder value; and

2.3.5.

Access to resources of the private equity managers who will typically bring expertise in finance, operations and M&A skills gained from experience in similar business opportunities.

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3.

CURRENT PRIVATE EQUITY MARKET OPPORTUNITY

3.1.

Aberdeen Asset Managers Limited believes that the current market environment offers potentially attractive opportunities for private equity managers. As the global economy moves from a recessionary phase into a period in which growth prospects look more positive, we believe that seasoned private equity managers with long term capital should be well positioned to take advantage of a range of future opportunities, including: 3.1.1.

Carve out of selected assets; the disposal of orphan assets that are considered non-core by their existing owners;

3.1.2.

Balance sheet re-structuring; companies that need financial restructuring but are fundamentally sound;

3.1.3.

Strategic/operational improvements; companies facing strategic and operational challenges that are in need of far reaching measures to improve productivity and competitiveness;

3.1.4.

Cyclical plays; companies that are fundamentally sound but which have suffered from a cyclical contraction during the economic downturn and which now present a fundamental growth opportunity through possessing strategic positioning and pricing power;

3.1.5.

Industry consolidations; companies operating in fragmented sectors that could benefit from industry consolidation through a buy and build acquisition strategy;

3.1.6.

Forced sellers; European financial institutions facing increasing regulatory and financial pressure are likely to be a source of investments through their requirement to dispose of non-core assets; and

3.1.7.

Exit opportunities could be enhanced by a significant increase of balance sheet cash held by major global corporates which is likely to continue to facilitate 'demand push' for the acquisition of privately held companies.

3.2.

Aberdeen Asset Managers Limited expects that there will be a good flow of high quality private equity managers raising funds over the next two years, which presents the Fund with an attractive opportunity to make a number of Primary Investments and build a portfolio of funds managed by strong managers. We note that the fundraising market is becoming increasingly bifurcated; managers that performed strongly through the recession are able to reach their fundraising targets rapidly, whilst weaker managers may struggle to meet their desired fund size. However, we believe that Aberdeen Asset Managers Limited's longstanding presence in the market and relationship with key general partners should allow us to continue to gain access to funds raised by high quality managers. Furthermore, if some of these weaker managers fail to raise funds, this could potentially result in reduced competition for deals, which would be a very attractive investment environment for those private equity funds left in the market, and hence for the Fund. The Fund should also benefit from the modest improvement in the fund terms offered to investors during the current fund raising cycle by private equity managers (e.g. larger offset of transaction fees against fund management fees).

3.3.

Aberdeen Asset Managers Limited believes the Fund should have the flexibility to invest in selected secondaries as on-going regulatory pressures on financial institutions, arising from the implementation of Basel III and Solvency II, create deal flow in the market for seasoned fund interests. Funds advised by Aberdeen Asset Managers Limited have invested in secondaries since 2004 and Aberdeen Asset Managers Limited believes that it will be able to source opportunities for the Fund to invest from its network of general partner relationships and from its diverse investor base.

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4.

ROUTES TO INVEST IN PRIVATE EQUITY The Fund aims to create a portfolio diversified across the different private equity subsets targeting strong returns with lower volatility than a focussed investment strategy on a single sub-set of the market. The Fund has the flexibility to invest in the following types of private equity investments:

4.1.

Primary Investments A primary private equity fund investment is a commitment that is made to a private equity fund when it is being formed and capital commitments are being raised. By making a Primary Investment, the Fund participates in the Underlying Fund from its inception and can realise the full benefit of distributions and gains as portfolio investments are made and realised. In addition the Fund may have an opportunity to negotiate terms and conditions with the private equity manager as the Underlying Fund is being established.

4.2.

4.3.

Secondary Investments 4.2.1.

A private equity 'secondary' is the acquisition of the interest of another investor in an existing or seasoned private equity fund. This is likely to be the acquisition of a limited partnership interest in a fund, but may take the form of an acquisition of a debt interest secured against a pool of private equity assets. These interests may be sold by investors at any point during the life of the fund with the result that they can be acquired in varying states of 'maturity' from fully invested funds through to those where a large element of the capital remains un-invested.

4.2.2.

Secondary Investments often offer the opportunity for reduced holding periods and accelerated distributions combined with the ability to quickly diversify the portfolio by stage, geography and vintage year when compared to Primary Investments. Secondary Investments can also provide a means of gaining access to Underlying Funds that were oversubscribed at the point of initial raising.

4.2.3.

When purchasing a secondary, the investor has the opportunity to evaluate the underlying companies being purchased. The Fund will predominantly focus on Secondary Investments with private equity managers with whom Aberdeen Asset Managers Limited has a relationship enabling a fuller evaluation of the investment portfolio to be undertaken prior to purchase.

Co-Investment Arrangements A private equity co-investment is a direct investment in a company alongside a private equity fund. One advantage of making co-investment commitments is that they allow investors to partially mitigate the private equity j-curve due to the accelerated deployment of capital compared to primary fund investing. In addition it allows the Fund to tailor its exposure to certain geographies and sectors. Co-Investments will typically be made, directly or indirectly (through a special purpose co-investment fund), into operating companies together with a financial sponsor such as private equity funds, private equity managers or other sponsors. Aberdeen has a track record of successful co-investment with dedicated and experienced resource based in Europe and the US. Aberdeen's dedicated co-investment team invests alongside Aberdeen's partner private equity houses in a wide range of opportunities, which can provide the Fund with portfolio diversity. Aberdeen's strong relationships with sponsors, significant direct investment experience and flexible approach ensures access to differentiated deal flow and the potential to improve net returns for the Fund as part of this customised portfolio. Aberdeen will conduct an extensive due diligence process on the underlying company and its market to evaluate all co- investment opportunities received in order to select the most appropriate for the Fund and will leverage Aberdeen's global network to support our due diligence on investments.

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5.

ISSUES FOR CONSIDERATION WHEN INVESTING IN PRIVATE EQUITY As with other asset classes, investment in private equity has associated risks which need to be considered and understood before any investment is made (please refer to Part Risk Factors). When investing in private equity, the following are a selection of the principal issues for consideration:

5.1.

Wide spread of investment returns The spread in investment returns from upper quartile to lower quartile funds, for all stages of private equity investment, is significant and more pronounced than in many other asset classes. As a result, it is important to select and invest with the strongest private equity managers in each segment of the market.

5.2.

Minimum Commitment The typical minimum commitment threshold in private equity funds is between US$5 to US$10 million;

5.3.

Liquidity Typical investment vehicles for investment in private equity are ten year limited partnerships, holdings in which are therefore usually illiquid;

5.4.

Diversification As with other asset classes, diversification is a key feature in helping to reduce overall risk within a portfolio. Private equity funds often invest in a particular industry sector or region and will generally have a limited number of underlying investments (typically between 15 and 20 companies per fund). Given the average 10 year life of the underlying funds and their inherent illiquidity, building a portfolio of holdings can be important to successful investing in this asset class. Typically, diversification should cover geography, size and stage of investment and the year a commitment is made to a fund; and

5.5.

Expertise The ability of the private equity fund manager to identify the intrinsic value of a company and being able to identify an appropriate exit strategy requires considerable expertise and knowledge developed over time.

6.

WHAT ARE FUND OF FUNDS? Private equity fund of funds are investment vehicles that pool sums of money in order to invest in various private equity funds, offering investors potentially both a better risk profile, through increased diversification, and access to private equity returns in a convenient form. Private equity fund of funds essentially come in two forms: limited partnerships, which may still require a relatively high minimum investment, but can offer diversification across fund managers, industries, markets and investment strategies; and listed fund of funds, which combine the same diversification with lower minimum commitments and the potential for limited liquidity.

7.

WHAT ARE THE BENEFITS OF INVESTING IN PRIVATE EQUITY FUND OF FUNDS? Investing in a private equity fund of funds programme offers a number of benefits for investors including:

7.1.

A complete private equity solution For many investors, private equity represents a relatively small proportion of their total investment portfolio and a fund of funds programme can offer an outsourced investment service providing exposure to this asset class. A fund of funds programme provides both the investment selection skills and also covers all of the monitoring and administration of the assets and associated cashflows.

7.2.

Private equity manager selection skills

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The dispersion of returns within private equity investments is typically larger than for more traditional investments in equities or bonds. Investors in a fund of funds programme benefit from the knowledge and expertise of the manager and their ability to select the better private equity managers. 7.3.

Diversification Through investing in multiple direct funds across various geographies, strategies and market segments, a fund of funds programme has the potential to offer an investor faster and greater diversification than through building their own programme. For investors with a relatively limited quantum of capital to invest in private equity, the minimum commitment thresholds of many private equity funds further exacerbates the problem of achieving a sufficient level of diversification; and

7.4.

Access A global fund of funds can provide investors with exposure to private equity managers that they may find difficult to access due to: 7.4.1.

distance from the market in which the private equity manager is based;

7.4.2.

lack of knowledge of the best managers in a particular market segment; and

7.4.3.

lack of appropriate skills and resources to invest in private equity.

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Part III: AIFM AND INVESTMENT MANAGER Aberdeen Private Equity On 31 May 2013, SVG Capital plc (SVG) sold 50.1% of its private equity fund management and advisory business, SVG Managers Limited and SVG Advisers Limited, to Aberdeen Asset Management plc (Aberdeen), thereby creating "Aberdeen SVG"1.The strategic alliance combined SVG's and Aberdeen's collective private equity experience with Aberdeen's distribution platform creating a leading private equity fund management business. On the 30 June 2015 Aberdeen acquired the remaining 49.9% stake in Aberdeen SVG from SVG Capital plc for £29 million. The majority of the Aberdeen SVG Private Equity team have been fully integrated into Aberdeen's private equity team, led by Graham McDonald. The combined team of over 20 investment professionals oversees total assets under management of £6 billion. On 1 September 2015 Aberdeen announced that it had completed the acquisition of FLAG Capital Management, LLC (FLAG), a manager of private equity and real asset solutions with offices in Stamford CT, Boston, MA, and Hong Kong. This acquisition, together with the previous purchase of SVG's stake in the joint venture Aberdeen SVG, is in line with Aberdeen's strategy to strengthen and grow its global alternatives platform and solutions provision via multimanager coverage of hedge funds, property and private market allocations, infrastructure investments and panalternative capabilities. FLAG's well-established private equity teams in the U.S. and Asia will help broaden Aberdeen's private markets solutions activity within the alternatives arena. The combined team now has around 50 such professionals in the US, Europe and Asia. Since inception, FLAG has raised over $7 billion of discretionary commitments from its broad client base and, as of 31 March 2015, the firm manages over $5 billion in invested and committed capital. FLAG's investments are focused on venture capital, small- to mid-cap private equity, and real assets in the US, as well as private equity in Asia. The business will be fully integrated into Aberdeen's current private markets capability. This will position Aberdeen as a leading global private equity investor with over 50 investment professionals in the US, Europe and Asia and roughly $15 billion of assets under management. 1.

AIFM

1.1.

Aberdeen Fund Managers Limited will act as AIFM in relation to the Fund. Aberdeen Fund Managers Limited, a company incorporated under the Companies Act 2006 on 7 November 1962 as a limited liability company in England and Wales (company number 00740118), being a subsidiary of Aberdeen Asset Management plc, is authorised and regulated as an alternative investment fund manager by the Financial Conduct Authority in the UK under the Financial Services and Markets Act 2000.

1.2.

The AIFM has internal operational risk management policies and procedures in order to identify, measure, manage and monitor operational risks, including professional liability risks, to which it is or could reasonably be exposed to.

1.3.

The management of operational risk, through the risk and control self-assessment process, is aimed at identifying risks in existing processes and improving existing controls to reduce their likelihood of failure and the impact of losses. All risks and events are facilitated via the internal risk management system, which provides a platform to facilitate the convergence of governance, risk and compliance.

1.4.

The AIFM maintain an appropriate level of "own funds" in accordance with Article 14 of the Level 2 Regulation in order to cover the professional liability risks detailed under the Level 2 Regulation, including

1

Aberdeen SVG comprises both Aberdeen SVG Private Equity Managers Limited (formerly known as SVG Managers Limited, Aberdeen SVG Managers) and Aberdeen SVG Private Equity Advisers Limited (formerly known as SVG Advisers Limited, Aberdeen SVG Advisers or ASVGA). From 31 May 2013 until 30 June 2015 Aberdeen SVG Managers was owned 50.1% by Aberdeen and 49.9%, by SVG Capital. Aberdeen SVG Advisers is a wholly owned subsidiary of Aberdeen SVG Managers.

[21] M-31637036-1

risks such as loss of documents evidencing title to assets of the Fund or acts, errors or omissions resulting in a breach of the law or the AIFM's fiduciary duties. 1.5.

The AIFM has delegated the portfolio management of the Fund to the Investment Manager.

1.6.

The AIFM has in place remuneration policies that aim to (i) pay base salaries and award benefit packages which are reasonable and competitive within the asset management sector (ii) deliver both annual and long term retention tools which are consistent with and promote sound and effective risk management (and do not encourage risk-taking which is inconsistent with relevant risk profiles), directly linked to performance at both a corporate and an individual level and align the interests of the individual with the long term interests of the clients, business, employees and shareholders of the AIFM (iii) be sufficiently flexible to take account of changes in the business environment and (iv) incorporate measures to avoid conflicts of interest. The remuneration policies are designed to comply with the relevant requirements of the AIFMD.

1.7.

The board of directors of Aberdeen Fund Managers Limited consists of: Atholl Forbes, Alan Hawthorn, William Hemmings, Jonathan Loukes, Rod Macrae, Gary Marshall and Anne Richards.

2.

INVESTMENT MANAGER Aberdeen Asset Managers Limited will act as Investment Manager in relation to the Fund. Aberdeen Asset Managers Limited, a company incorporated under the Companies Act 2006 on 23 December 1997 as a limited liability company in Scotland (company number SC108419) being a subsidiary of Aberdeen Asset Management plc, is authorised and regulated as an investment manager by the Financial Conduct Authority in the UK under the Financial Services and Markets Act 2000.

3.

GOVERNANCE OF ABERDEEN Corporate oversight of Aberdeen Fund Managers Limited and Aberdeen Asset Managers Limited is provided by a board of directors with Aberdeen Asset Management plc. Jonathan Loukes, Rod Macrae, Gary Marshall and Anne Richards are directors of both Aberdeen Fund Managers Limited and Aberdeen Asset Managers Limited.

4.

THE FUND NAV The unaudited NAV of the Fund as at 30 September 2015* was as follows: Class A US $0.06114 Class B US $0.05988 Class C US $0.05893 * Source: Northern Trust International Fund Administration Services (Ireland) Limited

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Part IV: INVESTMENT DETAILS Part IV gives investment details of the Fund. Information contained within this Part IV is selective and must be read in conjunction with the remainder of the Registration Document. 1.

INVESTMENT OBJECTIVE The investment objective of the Fund is to achieve long term capital growth for Shareholders by investing principally in a globally diversified portfolio of Primary Investments and Secondary Investments.

2.

FUND DESIGN Aberdeen has structured the Fund to provide investors with a convenient single point of access to the current private equity market opportunity:

2.1.

The Fund shall invest globally, principally in Primary Investments but with the flexibility to invest in Secondaries (particularly those managed by managers that are well known to Aberdeen) and Co-Investment Arrangements;

2.2.

Aberdeen Fund Managers Limited plans to fully commit the Fund over three years with potential investments in Secondaries expected to accelerate both the deployment of cash from, and return of distributions to, Shareholders;

2.3.

The investment duration is expected to be reduced compared to the previous Fund of Fund programmes advised by Aberdeen SVG, through a shorter three year Investment Period and a limited Over-Commitment Strategy of approximately 110 per cent. of Total Subscriptions; and

2.4.

Competitive overall Fund expenses with reduced management fees versus previous Fund of Fund programmes advised by Aberdeen SVG, is expected to reduce the valuation j-curve in the early years of the Fund's life.

3.

INVESTMENT POLICIES

3.1.

Selection 3.1.1.

The Investment Manager has developed its due diligence process using its extensive private equity industry experience. The Investment Manager will screen investment opportunities to ensure that they comply with the investment objective and investment policies of the Fund. Potential investment opportunities that satisfy the investment objective and investment policies will be subjected to an intensive due diligence process. This due diligence process currently focuses on five areas: people, performance, product/philosophy, process and price. (1)

People: The quality of the management team in the private equity management group is a key consideration in the due diligence process. The Investment Manager will consider such matters as the composition, experience, turnover and reputation of the team.

(2)

Performance: The Investment Manager will look at the performance history of the management group and at how such performance was achieved.

(3)

Product/Philosophy: The Investment Manager will review the investment strategy that the management group has adopted in the past and will adopt going forward.

(4)

Process: The process by which management groups make investment decisions will be analysed with regard to such matters as how investment opportunities are sourced and the level of due diligence undertaken by the management group in assessing their investment opportunities.

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(5)

3.2.

Price: The management fees and performance fees charged by Underlying Funds will be measured against market rates.

3.1.2.

In addition, Aberdeen has a clear focus on corporate social responsibility (CSR) and environmental, social and corporate governance (ESG) issues and became a signatory of the United Nations Principles for Responsible Investment in 2012. It now forms part of the Aberdeen Group membership. The Investment Manager considers responsible investment factors, in line with the UNPRI principles, within both the diligence process for new fund investments and in the on-going monitoring of these commitments. In order to assess the adequacy of a particular investment, the Investment Manager will request specific information on the process that the management team uses in its own due diligence to assess its exposure to environmental, social, human capital and governance risks, as well as ensuring these issues are fully considered within the investment approval process. Where a particular investment lacks transparency in its CSR and ESG issues, this will be taken into account when making an investment recommendation.

3.1.3.

During the due diligence process, the legal documentation governing the investment will be reviewed and, if necessary, negotiated with the manager of the proposed investment.

3.1.4.

The due diligence process outlined above is regularly reviewed to ensure it remains best practice and may change over time to reflect market developments.

Investment strategy and diversification 3.2.1.

Aberdeen Asset Manager Limited's proven fund selection process will be applied to identify top-tier private equity managers investing in selected economies. The Fund will invest in a globally diversified portfolio of approximately 10 to 15 Primary Investments of established managers and Secondary Investments and up to six Co-Investment Arrangements. A minimum of 60 per cent. of the Investment Capacity of the Fund is expected to be invested in Primary Investments. of those Primary Investments, 35 to 40 per cent. are expected to be in Europe, 35 to 40 per cent. are expected to be in the United States and the balance in the Rest of the World, primarily Asia. Up to 40 per cent. of the Investment Capacity of the Fund may be invested in Secondary Investments across these geographies. The Fund may also invest up to 20 per cent. of its Investment Capacity in Co-Investment Arrangements. The Fund will diversify its Primary Investments by vintage year over the Investment Period.

3.2.2.

Aberdeen Asset Managers Limited will identify and focus on managers with proven investment records pursuing buyout and expansion strategies and, potentially to a limited extent, venture and distressed debt strategies. The portfolio will be selected with a view to maintaining balance and diversification by geography, financing stage, investment strategy and vintage year.

3.2.3.

This portfolio strategy is designed to allow the Fund to access a broad range of opportunities and benefit from both the mature economies with mature buyout markets as well as the growth and development oriented opportunities in the other parts of the world. Diversification should help spread risk amongst the portfolio.

[24] M-31637036-1

3.2.4.

Management:

No more than 15 per cent. of the Fund's Investment Capacity will be committed to Underlying Funds advised by one management group with no more than 10 per cent. of Investment Capacity in a single Underlying Fund

Geography:

The majority of Underlying Funds will be investing primarily in Europe, the US and Asia, although commitments may be made to Underlying Funds that invest in the Rest of the World if the Investment Manager considers it is appropriate. Of the Primary Investments, 35 to 40 per cent. are expected to be in Europe, 35 to 40 per cent. are expected to be in the United States and the balance in the Rest of the World, primarily Asia.

Vintage Year:

No more than 40 per cent. of the Fund's Investment Capacity will be committed to Underlying Funds that hold a first closing in the same calendar year.

Industry:

The Fund will seek to diversify across a wide range of industries through the Underlying Fund selection process and on-going monitoring of investments made by Underlying Funds.

Stage:

The Fund will have the flexibility to invest in venture capital, development capital, buyouts/buy-ins, debt and special situations funds, with a minimum of 90 per cent. of Investment Capacity in buyouts and development capital funds and a maximum of 10 per cent. of Investment Capacity in venture capital, distressed debt, and special situation funds.

Secondary Investments:

Up to 40 per cent of Investment Capacity may be committed to Secondary Investments which will be opportunistic as to geography although the focus will be predominantly on managers where the Investment Manager has an existing relationship.

Co-Investments

Up to 20 per cent. of the Investment Capacity of the Fund may be committed to Co-Investment Arrangements with no more than 5 per cent. of the Investment Capacity of the Fund being invested in any individual Co-Investment Arrangement, predominantly where Aberdeen has an existing relationship with the sponsor leading the co-investment transaction and therefore the co-investment is being made alongside a fund in which an entity managed by Aberdeen holds a primary investment

The above diversification policy is subject to the availability of suitable investment opportunities. Please see Part I "Risk Factors: Risks relating to Underlying Funds" on page 10. The limits on investments set out above apply at the time of purchase of the investments. If the limits are subsequently exceeded for reasons beyond the control of the Fund or as a result of exercise of subscription rights, the Fund will adopt as a primary objective the remedying of that situation taking account of interests of Shareholders.

[25] M-31637036-1

3.3.

Over-Commitment Strategy The Fund plans to commit an amount of approximately 110 per cent. of Total Subscriptions to Underlying Funds (the Over Commitment Strategy). This Over Commitment Strategy allows the Fund to have greater flexibility in managing its cash flows in order to improve Shareholders' potential returns.

3.4.

Borrowing Facilities/Leverage 3.4.1.

The Fund will seek to arrange borrowing facilities to cover any potential shortfall caused by the Over-Commitment Strategy and for general corporate and efficient cash flow purposes. Total borrowing under these facilities should not exceed 30 per cent. of the aggregate of the Fund's Net Asset Value and Uncalled Share Capital and will be subject to an absolute maximum of 50 per cent. of the aggregate of the Fund's Net Asset Value and Uncalled Share Capital. The borrowing facility is likely to be a term loan or revolving credit facility from a commercial bank. The facility may provide for security over the Fund's assets. In the event that it chooses not to arrange such facilities, the Fund will only commit more than the Total Subscriptions to Underlying Funds if the Directors, on the advice of the Investment Manager, consider that it is likely that such over commitments can be met from realisations from existing Underlying Funds.

3.4.2.

The maximum level of leverage which the AIFM is entitled to employ on behalf of the Fund (expressed as a ratio to total assets) is: Commitment Method 2.5x Gross Method

3.5.

2.5x

3.4.3.

Although leverage is often used as another term for gearing, under AIFMD leverage is expressed as a ratio of the exposure of debt, non-sterling currency, equity or currency hedging and derivatives exposure against the net asset value. It defines two types of leverage: the gross method and the commitment method. These are essentially the same other than the commitment method allows derivative instruments to be netted off to reflect 'netting' or 'hedging arrangements'. In accordance with AIFMD the Fund is obliged to disclose the maximum expected leverage levels under both methods and this is disclosed above.

3.4.4.

The AIFM is required, in accordance with AIFMD, to calculate and monitor the level of leverage of the Fund, expressed as the ratio between the total exposure of the Fund and its net asset value with exposure values being calculated by both the gross method and commitment method.

Monitoring The Investment Manager will monitor all Underlying Funds (including CSR and ESG issues) through periodic analysis of reports received, attendance at annual fund meetings (where it thinks appropriate), serving (when invited) on advisory committees established by Underlying Funds, periodic monitoring of cash-flows, and informal contacts with the Underlying Funds' managers.

3.6.

Cash Management Due to the drawdown profile of Underlying Funds (see 3.3 Over-Commitment Strategy above) the proceeds of issue or distributions from earlier commitments to Underlying Funds may not be used immediately to meet calls by Underlying Funds. Pending drawdown by Underlying Funds, unused subscription proceeds or distributions from earlier commitments to Underlying Funds will be held on deposit with a bank, or invested in a money market fund, where such bank or money market fund has a minimum rating of A from Standard & Poor's or A2 from Moody's or with the Depositary or its Affiliate or invested in securities issued or guaranteed by a government of one of the states of the European Union, the United States of America, Canada, Australia or New Zealand or other instruments which, in the opinion of the Investment Manager, are the equivalent to the foregoing in terms of security of principal and which, where reasonably practical, will not be subject to

[26] M-31637036-1

withholding of taxes at source or upon receipt by the Fund. This strategy should enable the Fund to implement the Over-Commitment Strategy and better position the Fund to meet its investment objective. 3.7.

Realisations When the Fund realises, directly or indirectly, its investments towards the end of its life it will not reinvest in new Underlying Funds but shall hold its assets (to the extent they are not used to fund repurchases of Shares, meet obligations or pay expenses) in securities similar to those described in 3.6 above and/or on deposit.

3.8.

Allocation of Investment Opportunities In allocating investment opportunities among their clients, the AIFM and the Investment Manager will at all times act in the best interests of their clients (including the Fund) and will allocate investment opportunities in a manner they consider fair and reasonable in accordance with their existing aggregation and allocation policies.

3.9.

Changes to Investment Policy and Investment Objective A change in the investment objective and any material change to the investment policies will have to be approved by a special resolution of the Shareholders of the Fund. Any other changes to the investment policies will be notified to Shareholders by means of appropriate disclosure in the Fund's next periodic report.

4.

VALUATION POLICIES

4.1.

The Fund will be relying on valuation and reporting methods used by the managers or administrators of the Underlying Funds which may not be to the standards normally expected in Ireland. Such valuations of Underlying Funds may be at a date some time earlier than the relevant date of valuation of the Fund.

4.2.

Investments in Underlying Funds will be valued at the most recent value as advised by their managers or administrators, unless the Directors consider such valuation inappropriate. In such circumstances, in determining the value of any such investment, a valuation thereof provided by the Investment Manager, if approved for such purposes by the Directors, will be sufficient.

4.3.

Cash and other liquid assets will be valued at their face value plus interest accrued, where applicable.

4.4.

The Valuation Points for the Fund shall be the close of business (Irish time) as at 30 September and 31 March in each year provided that such day is a Business Day otherwise it will be the Business Day immediately preceding each date.

5.

OFFER OF A SHARES, B SHARES, C SHARES, D SHARES AND E SHARES

5.1.

Classes of Shares and Issue Price 5.1.1.

Up to 350 million Shares were made available as A Shares, B Shares, C Shares, D Shares or E Shares each at an issue price (the Issue Price) of US$1 per Share (exclusive of Relevant Interest (if any) in all cases) in respect of valid applications received prior to the Final Closing Date. A Shares were available up to Final Closing Date. B Shares and C Shares were only available at the First Closing Date unless otherwise agreed by the Directors. D Shares and E Shares were made available after the First Closing Date.

5.1.2.

Subscriptions made pursuant to applications received on or prior to the First Closing Date will not be subject to interest. Subscriptions made pursuant to applications received after the First Closing Date will be subject to interest (Relevant Interest) on the portion of the Issue Price payable on application at an annual rate of LIBOR plus 2 per cent. (fixed at the First Closing Date) per annum calculated daily from the First Closing Date to the relevant Subsequent Closing Date. All Relevant Interest will be credited to the Fund.

[27] M-31637036-1

5.2.

5.1.3.

Any application for Shares made by an investor shall be treated as irrevocable subject to the discretion of the Directors to determine otherwise.

5.1.4.

No preliminary charge will be charged by the Fund in relation to A Shares, B Shares, C Shares, D Shares or E Shares. The Fund may receive fees on behalf of distributors that are payable by Shareholders.

Base Currency The Base Currency of the Fund and the A Shares, B Shares, C Shares, D Shares and E Shares is the US Dollar.

5.3.

5.4.

Offer Period 5.3.1.

The offer period (the Offer Period) opened at 9 a.m. on 23 June 2014 and closed at 5 p.m. on 30 March 2016.

5.3.2.

It is not expected that further offers of A Shares, B Shares, C Shares, D Shares and E Shares in the Fund will be made after the Final Closing Date.

5.3.3.

Applications to subscribe for Shares should be made by completion of the Subscription Agreement (which is available from the Administrator) and submitted to the Administrator by post or by facsimile to be received by the Administrator on or prior to the Final Closing Date subject to prompt transmission to the Administrator of the original Subscription Agreement and such other papers (such as documentation relating to money laundering checks) as may be required by the Directors or their delegates.

Minimum Initial Subscription and Minimum Aggregate Subscription 5.4.1.

Prospective investors may apply for A Shares, B Shares, C Shares, D Shares or E Shares or a combination thereof.

5.4.2.

The Minimum Initial Subscriptions as are follows: A Shares – 50 million, B and D Shares – 10 million; C and E Shares – 1 million). The Minimum Initial Subscription may be waived at the discretion of the Directors.

5.4.3.

The categories of investors listed at (1) and (2) below are exempted from the minimum subscription requirements for Qualifying Investor funds: (1)

each of the AIFM and the Investment Manager; and

(2)

employees of the AIFM, the Investment Manager and/or Aberdeen who are directly involved in the investment activities of the Fund or are senior employees of the AIFM, the Investment Manager and/or Aberdeen and have experience in the provision of investment advisory or management services.

5.4.4.

The Fund shall obtain written confirmation from the AIFM or the Investment Manager, as the case may be, in order to satisfy itself that, as at the date of subscription or transfer, each prospective investor availing itself of the derogation from the minimum subscription requirements falls within one of the categories listed at (1) and (2) above and each such investor must certify that, as at the date of subscription or transfer, it is availing itself of the derogation outlined above and is aware that the Fund is normally marketed solely to Qualifying Investors who are subject to a minimum subscription requirement of €100,000.

5.4.5.

Shares will be issued only if subscriptions for Shares with an aggregate Issue Price of US$80 million, (the Minimum Aggregate Subscription) have been received during the Offer Period. If subscriptions for Shares with an aggregate issue price of US$80 million are not received by the

[28] M-31637036-1

end of the Offer Period, any subscription monies received will be returned to investors without interest and the Fund will apply to the Central Bank for revocation of its authorisation. 5.4.6.

5.5.

The Fund may decline any application for Shares in whole or in part without assigning any reason therefor and will not (except as provided above) accept an initial subscription for Shares of any amount which is less than the relevant Minimum Initial Subscription.

Payment 5.5.1.

The Shares are being offered on an instalment payment basis. With respect to the first instalment, cleared funds in the Base Currency must have been received and accepted by the Administrator in respect of 2.5 per cent. of the Issue Price of each investor's Subscription Amount on the date of the application plus Relevant Interest where applicable. The investor is required to undertake to the Fund to pay in cash the remainder of the Issue Price in respect of their Subscription Amount on such date or dates as the Directors may determine when called upon to do so by or on behalf of the Fund. The AIFM shall have the discretion to make calls on behalf of the Fund on Shareholders in respect of the amounts remaining outstanding under the undertakings from time to time. Such calls shall each be for a minimum of 2.5 per cent. of the Issue Price of each investor's Subscription Amount and a maximum of 20 per cent. of the Issue Price of each investor's Subscription Amount. These calls will be made on not less than 10 Business Days' notice.

5.5.2.

The Articles provide for the payment of interest on the late payment of any amount called on Shares and the Directors reserve the right to pursue any defaulting Shareholder for any amount owed to the Fund notwithstanding any other action taken such as the forfeiture and sale of Shares. This is described in further detail at point 11 below and Part VII.

6.

MINIMUM TRANSFER AMOUNT

6.1.

Section 8 of Part V details the provisions relating to the transfer of Shares in the Fund. In accordance with the Articles:

6.2.

6.1.1.

the minimum number of A Shares which may be transferred is the lower of 10 million A Shares or the number of A Shares which the Shareholder holds;

6.1.2.

the minimum number of B Shares which may be transferred is the lower of 10 million B Shares or the number of B Shares which the Shareholder holds;

6.1.3.

the minimum number of C Shares which may be transferred is the lower of 1 million C Shares or the number of C Shares which the Shareholder holds;

6.1.4.

the minimum number of D Shares which may be transferred is the lower of 10 million D Shares or the number of D Shares which the Shareholder holds; and

6.1.5.

the minimum number of E Shares which may be transferred is the lower of 1 million E Shares or the number of E Shares which the Shareholder holds.

The Directors at their discretion may waive such Minimum Transfer Amounts.

[29] M-31637036-1

7.

REPURCHASES OF SHARES

7.1.

The proceeds of realisations received from Underlying Funds may, at the Directors' discretion, be available for distribution to Shareholders. These proceeds will usually be distributed to Shareholders by repurchases at the instigation of the Fund pursuant to its power to compulsorily repurchase Shares and where the Directors determine that such a repurchase is required in order to distribute the proceeds of realisations received which are not to be reinvested in accordance with the Fund's investment objective and policy. Due to the long term nature of investments in private equity funds it is unlikely that proceeds will be available for distribution prior to the third anniversary of the Final Closing Date.

7.2.

Proceeds from any repurchase will usually be paid by telegraphic transfer to the account specified on application at the Shareholder's risk and expense no later than 30 Business Days after the relevant date of repurchase. However, no repurchase proceeds shall be paid until the original Subscription Agreement in respect of the Shareholder's first application for Shares in the Fund and such other papers as may be required by the Directors or the Administrator have been received and all anti-money laundering procedures have been completed.

7.3.

Shares will be repurchased at the most recently published Net Asset Value per Share for that Class of Shares (as at the Valuation Point) at any time by the Fund giving five Business Days' written notice of its intention to do so to Shareholders and Shareholders shall be obliged to accept such repurchases. No fees will be payable in respect of any such repurchase.

7.4.

Shares may be compulsorily repurchased by the Fund where the holding of such Shares by any Shareholder may result in a regulatory, pecuniary, legal, taxation or material administrative disadvantage for the Fund or its Shareholders as a whole.

8.

LIQUIDITY RISK MANAGEMENT The Fund employs liquidity management procedures to enable it to monitor the liquidity risk of the Fund so as to ensure that the liquidity profile of the investments of the Fund comply with the underlying obligations of the Fund taking into account the Fund's investment strategy, liquidity profile and redemption policy. Investors have no right to redeem their interest in the Fund. Underlying Funds are usually structured as closed-ended limited partnerships with no redemption rights and therefore limited liquidity risk.

9.

FEES AND EXPENSES

9.1.

Under the AIFM agreement, the AIFM shall be entitled to the following annual fee:

9.2.

9.1.1.

for the period from the First Closing Date to the fifth anniversary of the Final Closing Date, the sum, per annum, of 0.475 per cent. of the Total Subscriptions of the A Shares, 0.575 per cent. of Total Subscriptions of the B Shares, 0.65 per cent. of Total Subscriptions of C Shares and D Shares and 0.75 per cent. of Total Subscriptions of E Shares; and

9.1.2.

thereafter, the sum, per annum, of 0.30 per cent. of the Adjusted Net Asset Value, as set out below, of the A Shares, 0.45 per cent. of the Adjusted Net Asset Value of the B Shares 0.55 per cent. of C Shares and D Shares and 0.65 per cent. of the Adjusted Net Asset Value of E Shares provided that, for the purposes of calculating the Management Fee only, the Adjusted Net Asset Values of the A Shares, B Shares, C Shares, D Shares and E Shares shall not exceed the Total Subscriptions in respect of the relevant Class of Shares. The Adjusted Net Asset Value shall in each case be the most recently published Net Asset Value per Share adjusted to exclude therefrom: (1) any current or accrued liability for derivatives or borrowings incurred by the Fund; and (2) any cash at bank and short-term deposits of the Fund.

The Management Fee is payable to the AIFM quarterly in advance and is calculated, where appropriate by reference to the most recently calculated Adjusted Net Asset Value of the Fund attributable to the relevant Share Class at the most recent Valuation Point. The Investment Manager shall be paid by the AIFM out of its fees. [30]

M-31637036-1

9.3.

Under the Administration Agreement, the Administrator is entitled to receive a fixed fee of $131,000 per annum to be borne by the Fund. This fee is subject to annual review and an automatic increase in line with UK Retail Price Index. Under the Depositary Agreement, the Depositary shall be entitled to an aggregated fixed fee based on the net asset value of the Fund as set out below: First US$100m 0.025% Next US$100m 0.020% Over US$200m 0.015%

9.4.

A minimum fee of $3,500 per month will apply to the fee payable to the Depositary. The minimum fee will be discounted to US$1,750 per month for the first 12 months following the First Closing Date.

9.5.

The administration and depositary fees are payable quarterly in arrears. By agreement with the Administrator and Depositary, the Directors may approve any changes to the Administrator's and/or Depositary's fees as they consider appropriate.

9.6.

In addition, the Administrator and the Depositary are entitled to be reimbursed their reasonable and properly incurred out-of-pocket expenses including the charges of any sub-depositary (which will be charged at normal commercial rates).

9.7.

The Fund will pay out of its assets the fees and expenses (if any) payable to the Investment Manager, the AIFM, the Depositary, the Administrator and the Directors, any directors' and officers' liability insurance premia, any fees in respect of circulating details of Net Asset Value, stamp duties, taxes, company secretarial fees, bank charges, brokerage at normal commercial rates or other expenses of acquiring and disposing of investments, the fees and expenses of the auditors, tax and legal advisers, listing fees, any interest on borrowings, swap or derivative premia (if any) and expenses incurred in negotiating, entering into, effecting, maintaining, varying and terminating any borrowing facility or arranging any insurance for credit-rating purposes in connection with any borrowing facility.

9.8.

The costs of printing and distributing reports, accounts and any explanatory memoranda, any necessary translation fees, the costs of registering the Fund for sale in any jurisdiction, the fees and expenses of any paying or information agents, the fees and expenses of any representative appointed in respect of the Fund in any jurisdiction, the cost of publishing prices and any costs incurred as a result of periodic updates of the Registration Document or of a change in law and the costs of complying with all applicable laws and regulations (including any costs incurred as a result of compliance with any applicable code, whether or not having the force of law) will also be paid by the Fund along with such other expenses as are permitted by the Articles.

9.9.

The cost of establishing the Fund and the expenses of the initial offer of Shares in the Fund, the preparation and printing of this Registration Document, marketing costs and the fees of all professionals relating to it, up to a maximum amount equal to 0.50 per cent. of Total Subscriptions will be borne by the Fund.

9.10.

The Fund, in its capacity as an investor in Underlying Funds, will be responsible for its proportionate share of the fees and expenses of those Underlying Funds which may include management, administration, custodial and performance fees.

9.11.

Where the Fund invests in units of a collective investment scheme managed by the AIFM or the Investment Manager or an Affiliate of any of those, the manager of the underlying scheme must waive any preliminary charge which it is entitled to charge on the investment.

9.12.

Any commission received by the AIFM or the Investment Manager by virtue of the Fund's investment in the units of another collective investment scheme must be paid into the property of the Fund.

10.

DIVIDEND POLICY

[31] M-31637036-1

As a result of the Fund's investment objective to achieve long term capital growth, the Fund does not propose paying dividends in respect of the A Shares, B Shares, C Shares, D Shares and E Shares (whether in cash or otherwise) in the foreseeable future. The Fund expects to retain all of the Fund's interest and dividend income for payment of expenses. In the event that the Fund receives income which exceeds its expenses, the Fund will ultimately distribute the excess to its Shareholders by way of dividend. Shareholders will be notified in advance of any change in the distribution policy. Any decision by the Directors to recommend the payment of a dividend to Shareholders in the future will reflect cash flow and desired capital structure as well as future investment opportunities. Any such dividend will be paid within four months of the date of its declaration and will be paid by telegraphic transfer at the expense of the payee and in accordance with the policy of the Irish Stock Exchange. 11.

LIFE OF THE FUND Unless the life of the Fund is terminated early, the Fund will have a finite life of 15 years from the Final Closing Date following which it will be liquidated. Details of the procedures on the liquidation of the Fund are contained in Part VII.

12.

INVESTMENT RESTRICTIONS

12.1.

The general investment restrictions, as set out in Part V, shall apply to the Fund.

12.2.

The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. The Central Bank and the Shareholders will be informed of any additional investment restrictions.

12.3.

The Fund will adhere to the general principle of risk spreading in respect of its investments and will not acquire any Shares carrying voting rights which would enable the Fund to exercise significant influence over the management of an issuing body, nor take legal or management control of any issuers of the securities in which it invests. The Fund shall not invest directly in real estate nor directly in physical commodities.

13.

DEFAULTING SHAREHOLDERS

13.1.

Where a Shareholder fails to pay any of the amounts called on their undertaking in respect of their Shares, the Shareholder will be required to pay to the Fund an amount equal to:

13.2.

13.1.1.

interest on the amount outstanding from the date of the expiry of the time for payment until the receipt of actual payment at a rate of LIBOR plus 3 per cent.; plus

13.1.2.

any such amount as is required to reimburse the Fund for any losses incurred by the Fund by reason of or in connection with such Shareholder's default, such amount to be limited to the Shareholder's original commitment.

In addition, Shares may be forfeited and sold to third parties by the Fund. Shareholders will be reminded of this in each notification issued to them by the Fund in respect of the due date for payment. The forfeiture shall include all dividends declared and other monies payable in respect of the forfeited Share and not paid before forfeiture. The forfeited Share shall be deemed to be the property of the Fund and may be sold or otherwise disposed of to such person and upon such terms and in such manner as the Directors shall decide. Under the terms of the Subscription Agreement, Shareholders have appointed each Director as their attorney to execute all documents and do all things necessary or desirable in connection with any such sale, transfer, or repurchase of Shares. The proceeds received (if any) by the Fund after deduction of expenses and outstanding interest shall be passed to the relevant Shareholder less an amount equal to 20 per cent. of the net consideration so received, which shall be retained by the Fund. The Directors also have the right to delay or cancel any such forfeiture following discussion with the relevant Shareholder. The decision to forfeit the Shares of a defaulting Shareholder shall not in any way limit the right of the Fund to pursue the defaulting Shareholder for any amount owed to the Fund.

[32] M-31637036-1

Part V: THE FUND 1.

INTRODUCTION

1.1.

The Fund is an investment company with variable capital incorporated on 19 November 2012 under Part 24 of the Companies Act 2014 of Ireland. It is authorised in Ireland as an investment company and is a designated Fund pursuant to Section 1395 of that Act and is supervised by the Central Bank. The Fund is structured as an Irish closed-ended investment company.

1.2.

All holders of Shares will be entitled to the benefit of, will be bound by and deemed to have notice of the provisions of the Memorandum and Articles of Association of the Fund summarised under the heading "General Information" in Part VII, copies of which are available as detailed in Part VII.

2.

DIRECTORS OF THE FUND

2.1.

The Directors of the Fund were appointed to the Fund on 19 June 2014. The Directors of the Fund are: 2.1.1.

Gerald Brady Gerald Brady is an independent, non-executive director and consultant in the regulated, international financial services industry. Gerald has over 25 years' experience of the funds industry, both as a director and full-time executive, and has held senior executive management positions in Bank of Bermuda, Capita Financial Group and Northern Trust. Gerald has worked both abroad and in Ireland and is a past Council member of the Irish Funds Industry Association (IFIA) and former Executive Board member of Financial Services Ireland/Irish Business and Employers' Confederation (FSI/IBEC). Gerald has a first class honours degree in Economics and is a Fellow of the Institute of Chartered Accountants of Ireland (FCA) and a Chartered Financial Analyst (CFA).

2.1.2.

Michael K. Griffin Michael K. Griffin is a non-executive director of a number of fund companies in Dublin and Luxembourg including each of the companies in the SPEF Programme and has thirteen years' experience in the international funds industry. Michael worked for the corporate banking arm of the Ulster Bank Group from 1973 to 1999 and was a director and member of the management committee of Ulster Investment Bank Limited from 1987 to 1996. In 1995 he was appointed Head of Trading. He was a director and Head of Trading of Ulster Bank Markets Limited from 1996 to 1999. Michael was Chairman of the Irish Bankers Federation EMU Financial and Capital Markets Expert Group from 1997 to 1999. He is a fellow of The Institute of Bankers in Ireland.

2.1.3.

James Witter James Witter joined Aberdeen SVG Advisers in 2007. He is a Senior Product Specialist with overall responsibility for the financial management of the SPEF Programme and SVG Diamond I and SVG Diamond II and developing new products and investment solutions for institutional clients and general partners. He sits on ASVGA's product management committee and is a nonexecutive director of the companies in the SPEF Programme, Sapphire (PCC) Limited and SVG Sapphire IV Limited. He is also a member of the advisory committee of SVG Diamond Holdings Limited and SVG Diamond Holdings II Limited, having played a leading role in their creation and successful launch. James has a wealth of experience across the equity and debt markets having previously held senior positions at Merrill Lynch, Dresdner Kleinwort Benson and Nomura where he was Head of Private Equity Capital Markets before becoming Head of UK and Ireland, Global Markets Europe. James has an MBA from the London Business School and graduated with an MA in Natural Sciences from St. Catharine's College, Cambridge.

2.2.

No Director has:

[33] M-31637036-1

2.2.1.

had any convictions in relation to indictable offences;

2.2.2.

been a director of any company or partnership which, while he was a director with an executive function or partner at the time of or within the 12 months preceding such events, been declared bankrupt, went into receivership, liquidation, administration or voluntary arrangements;

2.2.3.

been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies); or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of affairs of any company.

2.3.

For the purposes of this Registration Document, the address for all the Directors is the registered office of the Fund.

2.4.

The Fund has delegated the day to day management and running of the Fund in accordance with policies approved by the Directors to the AIFM and the Depositary. Consequently, all Directors of the Fund are nonexecutive.

3.

ADMINISTRATOR

3.1.

The Administrator has been appointed to carry on the general administration of, and to act as the secretary and registrar to the Fund pursuant to the Administration Agreement (summarised under the heading General Information in Part VII below).

3.2.

The Administrator is a private limited liability company incorporated in Ireland on 15 June 1990 and, like the Depositary, is an indirect wholly-owned subsidiary of Northern Trust Corporation. Northern Trust Corporation and its subsidiaries comprise the Northern Trust Group, one of the world's leading providers of global custody and administration services to institutional and personal investors. As at 30 September 2012 the Northern Trust Group's assets under custody and administration totalled in excess of US$4.8 trillion. The principal business activity of the Administrator is the administration of collective investment schemes.

3.3.

The Administrator has been appointed to administer the day to day operations and business of the Fund, including processing subscriptions, redemptions, computing the Net Asset Value and the Net Asset Value per Share, maintaining books and records, disbursing payments, establishing and maintaining accounts on behalf of the Fund and any other matters usually performed for the administration of a fund. The Administrator will keep the accounts of the Fund in accordance with international financial reporting standards. The Administrator will also maintain the register of Shareholders.

3.4.

The Administrator is a service provider to the Fund and will not have any responsibility or authority to make investment decisions, nor render investment advice, with respect to the assets of the Fund. The Administrator has no responsibility for monitoring compliance by the Fund or the AIFM with any investment policies or restrictions to which they are subject. The Administrator is responsible and liable only for the administration services that it provides to the Fund pursuant to the Administration Agreement. The Administrator accepts no responsibility or liability for any losses suffered by the Fund as a result of any breach of such policies or restrictions by the Fund or the AIFM.

4.

DEPOSITARY

4.1.

The Depositary has been appointed under the Depositary Agreement to act as depositary of all of the assets of the Fund.

4.2.

Northern Trust Fiduciary Services (Ireland) Limited has been appointed Depositary under the Depositary Agreement. The Depositary is a private limited liability company incorporated in Ireland on 5 July 1990. Its main activity is the provision of custodial services to collective investment schemes. The Depositary is an indirect wholly owned subsidiary of Northern Trust Corporation. Northern Trust Corporation and its subsidiaries comprise the Northern Trust Group, one of the world's leading providers of global custody and administration services to institutional and personal investors. As at 30 September 2013, the Northern Trust Group's assets under custody totalled in excess of US$5 trillion. [34]

M-31637036-1

4.3.

The Depositary is responsible for the safe-keeping of all of the assets of the Fund within its custody network. The Depositary may, however, appoint any person or persons to be the sub-Depositary of the assets of the Fund. The liability of the Depositary shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In appointing any sub-depositary, the Depositary must comply with the terms of the AIFMD, the AIFMD Commission Regulation and the AIFM Regulations (as currently applicable to the Depositary in the provision of the services to the Fund).

4.4.

At the date of this Registration Document, no arrangements have been agreed by the Fund and the Depositary in regard of the discharge by the Depositary of its liability, in accordance with Article 21(13) of the AIFMD or Regulation 22(13) of the AIFM Regulations. The Shareholders will be informed by the AIFM, without undue delay, of any changes to arrangements regarding the discharge by the Depositary of its liability to the Fund.

4.5.

The AIFM will inform investors of any changes with respect to the liability of the Depositary without delay.

4.6.

In addition, the Depositary will be obliged to enquire into the conduct of the Fund in each financial year and to report thereon to the Shareholders. The Depositary's report shall be delivered to the Directors in good time to enable the Directors to include a copy of the report in the annual report of the Fund. The Depositary's report shall state whether in the Depositary's opinion the Fund has been managed in that period: 4.6.1.

in accordance with the limitations imposed on the investment and borrowing powers of the Fund by the Articles and by the Central Bank under the powers granted to it by the Act; and

4.6.2.

otherwise in accordance with the provisions of the Articles and the Act.

4.7.

If the Fund has not complied with 4.6.1 or 4.6.2 above, the Depositary must state why this is the case and outline the steps which the Depositary has taken to rectify the situation.

4.8.

The Articles specify the conditions required to be met with respect to the replacement of the Depositary with another depositary and contain provisions to ensure the protection of Shareholders in the event of any such replacement.

4.9.

The Depositary is a third party service provider to the Fund and the Depositary is not responsible for the preparation of this Registration Document or the activities of the Fund and therefore accepts no responsibility for any information contained in this Registration Document. The Depositary will not participate in the investment decision-making process of the Fund or of the AIFM.

5.

INVESTMENT OBJECTIVE AND INVESTMENT POLICIES The Articles provide that the investment objective and investment policies of the Fund will be formulated by the Directors. Details of the investment objective and investment policies of the Fund appear in Part IV. The Fund may not change its principal investment objective and investment policies for a minimum period of three years following the admission of the Shares to listing on the official list and to trading on the main securities market of the Irish Stock Exchange other than with the consent of a majority of Shareholders. The Directors have the power to change the investment objective and investment policies but any change in the investment objective and any material change to the investment policies must be approved by a special resolution of Shareholders. Any non-material changes to the investment policies will be notified to Shareholders by means of appropriate disclosure in the next periodic reports.

6.

BORROWING POWERS The Articles empower the Directors to borrow on behalf of the Fund and to charge or pledge the assets of the Fund as security for any such borrowings. The Fund may be required to charge or pledge the assets of the Fund (including the Uncalled Share Capital) as security for any borrowings. Details of any borrowing facilities as at the date hereof are set out in Part IV.

7.

APPLICATION FOR SHARES [35]

M-31637036-1

7.1.

Pursuant to Clause 3.4 of the Articles, the Directors are given authority to effect the issue of Shares of any Class and, with prior notification to the Central Bank, to create new Classes of Shares, and have absolute discretion to accept or reject in whole or in part any application for Shares. All Shares of each Class will rank pari passu unless otherwise provided when the Shares are first offered for sale. Details of the Shares currently being offered for sale are contained in Part IV. Subject to the requirements of the Central Bank, the Fund shall distribute and/or accrue capital gains/losses and income to each Shareholder relative to their participation in the relevant Class.

7.2.

Applications to purchase Shares (if permitted at that time) should be made by completion of the Subscription Agreement (which is available from the Administrator) and submitted to the Administrator by post or by facsimile to be received by the Administrator on or prior to the relevant Dealing Deadline. If an application is received after the relevant Dealing Deadline for the relevant Dealing Day, the application shall (unless otherwise determined by the Directors and provided it is received before the relevant Valuation Point) be deemed to have been received by the following relevant Dealing Deadline. Applications sent to the Administrator by facsimile (Number: 00 353 542 2920), will be treated as definite orders; however, the original application documentation (and where appropriate supporting documentation in relation to money laundering checks) must be promptly sent by courier or air mail to the Administrator at the address set out on page 6. No application will be capable of withdrawal after acceptance by the Administrator.

7.3.

If payment in full in respect of an application has not been received by the time specified in Part IV or in the event of non-clearance, any provisional allotment of Shares made in respect of such application may be cancelled. In such circumstances, the Directors may charge the investor for any expense incurred by the Fund and for any loss to the Fund arising out of such non-receipt or non-clearance.

7.4.

Subscription monies are payable in the relevant Base Currency by telegraphic transfer to the account set out on the Subscription Agreement. However, the Fund may accept payment in such other currencies as the Fund may agree which will, where practicable, be converted into the relevant Base Currency at the prevailing exchange rate available to the Administrator on the date of receipt of the subscription monies.

7.5.

The Directors may in their absolute discretion, provided that they are satisfied that the investments are eligible investments for the Fund in view of its investment objective, policies and restrictions and subject to the provisions of the Companies Act 2014, allot Shares of any Class against the vesting in the Depositary of investments which fall within the investment policy and strategy and that would form part of the assets of the Fund. The number of Shares to be issued in this way shall be the number which would, on the day the investments are vested in the Depositary, have been issued for cash against the payment of a sum equal to the value of the investments. The value of the investments to be vested shall be calculated on such basis as the Directors may decide, but such value cannot exceed the highest amount at which they would be valued by applying the valuation methods described under the heading "Issue and Repurchase Prices; Calculation of Net Asset Value; Valuation of Assets" below.

7.6.

The Minimum Initial Subscription for Shares that must be subscribed for by each Shareholder on initial application is set out in Part IV. Thereafter, existing Shareholders may make additional subscriptions for Shares in the amount (if any) as set out in Part IV. Applications may be accepted in respect of a lesser amount of Shares than applied for. In such circumstances, any over-payment by an investor shall be repaid without interest by wire transfer to the account set out on the Subscription Agreement.

7.7.

Fractions of not less than 0.01 of a Share may be issued. Subscription monies representing smaller fractions of Shares will not be returned to the investor but will be retained as part of the assets of the Fund.

7.8.

The Subscription Agreement contains certain conditions regarding the application procedure for Shares and certain indemnities in favour of the Fund, the AIFM, the Investment Manager, the Administrator, the Depositary and the other Shareholders for any loss suffered by them as a result of an investor's misrepresentation or breaching any warranty, condition, covenant or agreement contained therein or in any other document delivered to the Fund by such investor.

7.9.

The method of establishing the Net Asset Value and the Net Asset Value per Share of any Class of Shares is set out in the Articles and described herein under the heading "Issue and Repurchase Prices; Calculation of [36]

M-31637036-1

Net Asset Value; Valuation of Assets" below. Shares may not be issued or sold by the Fund during any period when the calculation of the Net Asset Value of the Fund is suspended in the manner described under the heading "Suspension of Calculation of Net Asset Value" below. Applicants for Shares will be notified of such suspension and, unless withdrawn, their applications will be considered as at the next Dealing Day following the ending of such suspension. 7.10.

Measures provided for in the Criminal Justice (Money Laundering and Terrorist Financing) Acts, 2010 and 2013 which are aimed towards the prevention of money laundering may require detailed on-going verification of each investor's identity; for example, an individual may be required to produce a duly certified copy of his passport or identification card together with two items evidencing his address such as a utility bill or bank statement and his date of birth. In the case of corporate investors this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and residential and business addresses of the directors of the company.

7.11.

Depending on the circumstances of each application, a detailed verification may not be required where the application is made through a regulated financial intermediary domiciled in a country prescribed for the purpose by the Irish Minister for Justice (a Prescribed Country), or an investment is made by a regulated financial intermediary or institution which is domiciled in a Prescribed Country. Investors may contact the Administrator in order to determine whether they meet the above exceptions.

7.12.

The Fund and the Administrator reserve the right to request such information as is necessary to verify the identity of an investor. In the event of delay or failure by the investor to produce any information required for verification purposes, the Fund and/or the Administrator may, in their absolute discretion, refuse to accept the application and subscription monies, refuse to settle any redemption proceeds or make any dividend payments to the relevant Shareholder.

8.

TRANSFERS OF SHARES

8.1.

Shares will be transferable by instrument in writing signed by (or, in the case of a transfer by a body corporate, signed on behalf of or sealed by) the transferor provided always that the transferee completes an original Subscription Agreement to the satisfaction of the Administrator and furnishes the Administrator with any documents required by it including, for the avoidance of doubt, the original stock transfer form. In the case of the death of one of joint Shareholders, the survivor or survivors will be the only person or persons recognised by the Fund as having any title to or interest in the Shares registered in the names of such joint Shareholders.

8.2.

If the transferor is, or is deemed to be, or is acting on behalf of, an Irish Taxable Person the Fund may compulsory repurchase and cancel a sufficient portion of the transferor's Shares as will enable the Fund to pay the tax payable in respect of the transfer to the Irish Revenue Commissioners in Ireland. In the case of a tax liability arising on a chargeable event occurring on a transfer of Shares, instead of cancelling and appropriating Shares, the Fund may request the transferor to pay an amount equal to the Irish tax arising on the chargeable event to the Fund to enable it to discharge its liability to the Irish Revenue Commissioners.

8.3.

Registration of any transfer may be refused by the Directors if: 8.3.1.

the transfer breaches a Minimum Transfer Amount;

8.3.2.

the transfer is to a United States Person (other than pursuant to an exemption available under the laws of the United States);

8.3.3.

the transfer is to any person who appears to be in breach of the laws or requirements of any country or government authority or by virtue of which such person is not qualified to hold such Shares;

8.3.4.

the transferor does not pay to the Fund the amount equal to the Irish tax arising on the chargeable event to enable the Fund to discharge its liability to the Irish Revenue Commissioners; or [37]

M-31637036-1

8.3.5.

the transfer is to any person in circumstances (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with any other person, connected or not, or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Fund incurring any taxation or suffering any other pecuniary, regulatory, legal or material administrative disadvantage or being in breach of any law or regulation which the Fund might not have otherwise suffered or incurred or breached.

9.

REPURCHASES OF SHARES

9.1.

Repurchases of Shares may be initiated by the Fund. Where Shares are repurchased at the instigation of the Fund, no repurchase of Shares by the Fund may result in all of a Shareholder's Shares being repurchased. Details of the methods of these repurchases are set out in Part IV.

9.2.

Payment of repurchase proceeds will be made to the registered Shareholder or in favour of the joint registered Shareholders as appropriate unless the Administrator is otherwise instructed in writing by the registered Shareholder or joint registered Shareholders.

9.3.

The amount due on repurchase of Shares will usually be paid by telegraphic transfer at the Shareholder's expense in the Base Currency (or in such other currency as may be approved by the Directors from time to time) no later than 30 Business Days after the relevant date of repurchase and subject to receipt of any documentation required by the Administrator (including the original Subscription Agreement and any relevant documentation requested for anti-money laundering purposes as outlined above).

10.

ISSUE AND REPURCHASE PRICES

10.1.

The initial issue price for Shares shall be the amount(s) set out in Part IV.

10.2.

The price at which Shares (if such subsequent issues are permitted) will be issued, after the initial issue, is calculated by ascertaining the Net Asset Value of the Fund as at the Valuation Point for the relevant Dealing Day in the manner described below. The Fund may, in calculating the issue price, include in the issue price, for its own account, a charge sufficient to cover stamp duties and taxation (if any) in respect of the issue of Shares. The Fund may also add a charge in respect of fiscal and purchase charges on investments. Investors may also be charged a preliminary charge as specified in Part IV.

10.3.

The price at which Shares will be compulsorily repurchased is, subject as hereinafter provided, the Net Asset Value per Share of the relevant Class which is calculated in the manner described below.

11.

NET ASSET VALUE OF THE FUND; CALCULATION OF NET ASSET VALUE; VALUATION OF ASSETS

11.1.

The Net Asset Value of the Fund means the value of the assets of the Fund less its liabilities.

11.2.

The Net Asset Value per Share of each Class is calculated by determining that portion of the Net Asset Value of the Fund which is attributable to the relevant Class and by dividing this sum by the total number of Shares of the relevant Class in issue at the relevant Valuation Point and rounding the resulting amount to five decimal places. Different management fees may be charged against the different Classes. Details of such fees are set forth in Part IV. This will result in the Net Asset Value per Share of the Classes being different. The Valuation Point is set out in Part IV.

11.3.

The Articles provide for the method of valuation of the assets and liabilities.

11.4.

For the purposes of the calculation of the Net Asset Value of the Fund or the Shares, liabilities include all liabilities of the Fund as set out in the Articles and include liabilities, provisions and accruals for the Management Fee as well as the other costs, fees and expenses of the AIFM and Investment Manager as the same may be incurred by them in accordance with the AIFM Agreement or Investment Management Agreement.

[38] M-31637036-1

11.5.

The value of any investments listed or dealt in on a market shall be the last traded price on the relevant market at the relevant Valuation Point. Where any investment is listed or dealt in on more than one market the Directors shall select the market which provides the fairest criteria for valuing the security.

11.6.

The value of any investment that is not an Underlying Fund or a collective investment scheme and which is not listed or dealt in on a market, or of any investment which is normally listed or dealt in on a market, but in respect of which no last traded price is currently available, or the current price of which does not in the opinion of the Directors represent fair market value shall be the probable realisation value thereof estimated with care and in good faith by the Directors, or by a competent person appointed by or on behalf of the Directors. Investments in Underlying Funds and in other collective investment schemes which are not publicly traded shall be valued at the most recent value as advised by the managers or administrators of those schemes, unless the Directors consider such valuation inappropriate. In such circumstances, in determining the value of any such investment, a valuation thereof provided by the Investment Manager, if approved for such purposes by the Directors, shall be sufficient.

11.7.

Cash and other liquid assets will be valued at their face value plus interest accrued, where applicable.

11.8.

Derivatives or forward foreign exchange contracts shall be valued by reference to freely available market quotation or if unavailable, at the settlement price provided by the counterparty at least quarterly. Where the counterparty valuation is used, it will be verified at least semi-annually by a party independent of the counterparty, which has been appointed by or on behalf of the Directors and which party may be the AIFM.

11.9.

The value of any exchange traded futures contracts, share price index futures contracts and options shall be the settlement price as determined by the market in question as at the Valuation Point. Where the settlement price is not available the value of such contract shall be its probable realisation value which must be estimated with care and in good faith by the Directors or a competent person appointed by or on behalf of the Directors.

11.10. The value of any off-exchange contracts shall be valued by the counterparty provided that such valuation is provided on at least a quarterly basis and is approved or verified on at least a semi-annually basis by a party independent of the counterparty (which may be an adviser to the Company). 11.11. The valuation of units or shares or other similar participations in any collective investment scheme, which provides for the units or shares or other similar participations therein to be redeemed at the option of the holder out of the assets of that undertaking, shall be valued at the last available net asset value per unit or share or other relevant participation, as at the relevant valuation point or, if bid and offer prices are published, at the last available bid price. 11.12. If in any case a particular value for an investment is not ascertainable as provided above, the method of valuation of the relevant investment shall be such as the Directors shall decide. 11.13. Any value expressed otherwise than in the Base Currency (whether of any investment or cash) and any nonBase Currency borrowing, shall be converted into the Base Currency at the rate (whether official or otherwise) which the Administrator, taking into account the recommendations of the Investment Manager, shall determine to be appropriate in the circumstances. 11.14. Notwithstanding the generality of the foregoing, the Directors may adjust the value of any investment if, taking into account currency, marketability and/or such other considerations as they may deem relevant, such as, applicable rate of interest, anticipated rate of dividend, maturity or liquidity, they consider that such adjustment is required to reflect the fair value thereof. 12.

SUSPENSION OF CALCULATION OF NET ASSET VALUE

12.1.

The Fund may at any time temporarily suspend the calculation of the Net Asset Value of the Fund during (i) any period when any of the principal markets or stock exchanges on which a substantial part of the investments of the Fund are quoted is closed, otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended; (ii) any period when, as a result of political, economic, military or [39]

M-31637036-1

monetary events, or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of a substantial portion of the investments of the Fund is not reasonably practicable without this being seriously detrimental to the interests of Shareholders or if, in the opinion of the Directors, the Net Asset Value of the Fund cannot fairly be calculated; (iii) any breakdown in the means of communication normally employed in determining the price of a substantial portion of the Fund's investments or when for any other reason the current prices on any market or stock exchange of any instruments of the Fund cannot be promptly and accurately ascertained; (iv) any period during which the Fund is unable to repatriate funds required for the purpose of making payments due on the repurchase of Shares; or (v) any period during which any transfer of funds involved in the acquisition or realisation of investments of the Fund cannot, in the opinion of the Directors, be effected at normal prices or rates of exchange; (vi) any period when the Directors consider it to be in the best interests of the Fund; or (vii) the period following the circulation to the relevant Shareholders of a notice of a general meeting at which a resolution proposing to wind-up the Fund is to be considered. The Central Bank may also require the suspension of the compulsory repurchase of Shares of any Class in the interests of the Shareholders or the public. The Fund will, whenever possible, take all reasonable steps to bring any period of suspension to an end as soon as possible. 12.2.

Shareholders who have requested issue of Shares of any Class will be notified of any such suspension in such manner as may be directed by the Directors and their requests will be dealt with in accordance with the foregoing paragraphs on the first Business Day after the suspension is lifted. Any such suspension shall be notified immediately, and in any event within the same Business Day, to the Central Bank and the Irish Stock Exchange. Shareholders will be notified by way of an announcement on the Irish Stock Exchange.

12.3.

Following the First Closing Date, it is not anticipated that the Offer would be revoked or suspended.

13.

FEES AND EXPENSES

13.1.

Details of the preliminary charge payable on subscription for Shares (if any) are set out in Part IV.

13.2.

The Directors who are not partners, officers or employees of the AIFM or Investment Manager or any Affiliate thereof will be entitled to remuneration from the Fund for their services as directors, provided however that the aggregate emoluments of each Director in respect of any twelve month accounting period shall not exceed €15,000 or such higher amount as may be approved by the Fund in general meeting. It is expected that in the accounting period ending 31 March 2015, the aggregate remuneration of the Directors will not be more than €45,000. In addition, the Directors will also be entitled to be reimbursed for their reasonable and vouched out of pocket expenses incurred in discharging their duties as Directors. Those directors who are employees of the AIFM, the Investment Manager or one of their Affiliates are not entitled to remuneration as directors.

13.3.

The Fund will pay out of the assets of the Fund the fees and expenses (if any) payable to the AIFM, the Investment Manager, the Depositary and the Administrator and details of these fees and expenses are set out under the heading "Fees and Expenses" in Part IV.

13.4.

The Fund will pay the fees and expenses (if any) of the Directors (as referred to above) any directors' and officers' liability insurance premia, any fees in respect of circulating details of the Net Asset Value, stamp duties, taxes, company secretarial fees, bank charges, brokerage at normal commercial rates or other expenses of acquiring and disposing of investments and the fees and expenses of the auditors, tax and legal advisers, fees connected with listing on the Irish Stock Exchange and any interest on borrowings, swap or derivative premia (if any) and expenses incurred in negotiating, entering into, effecting, maintaining, varying and terminating any borrowing facility or arranging any insurance for credit-rating purposes in connection with any borrowing facility.

13.5.

The costs of printing and distributing reports, accounts and any explanatory memoranda, any necessary translation fees, the costs of registering the Fund for sale in any jurisdiction, the fees and expenses of any paying or information agents, the fees and expenses of any representative appointed in respect of the Fund in any jurisdiction, the cost of publishing prices and any costs incurred as a result of periodic updates of the Registration Document, or of a change in law and the costs of complying with applicable laws and regulations [40]

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(including any costs incurred as a result of compliance with any applicable code, whether or not having the force of law) will also be paid by the Fund along with such other expenses as are permitted by the Articles. In the case of any fees or expenses of a regular or recurring nature, such as audit fees, the Directors may calculate such fees and expenses on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any period. 13.6.

The cost of establishing the Fund and the expenses of the initial offer of Shares, the preparation and printing of this Registration Document, marketing costs and the fees of all professionals relating to it, up to a maximum amount equal to 0.50 per cent. of Total Subscriptions will be borne by the Fund and will be amortised over the first five years of the Fund's operation (or such other period as may be determined by the Directors at their discretion) on such terms and in such manner as may be agreed between the Fund and the AIFM.

13.7.

Where the Fund invests in units of a collective investment scheme managed by the AIFM or the Investment Manager or an Affiliate of any of these, the manager of the underlying scheme must waive any preliminary charge which it is entitled to charge on the investment.

13.8.

Any commission received by the AIFM or the Investment Manager by virtue of the Fund's investment in the units of another collective investment scheme must be paid into the property of the Fund.

14.

SOFT COMMISSIONS It is not currently intended that any soft commission arrangements will be made in respect of the Fund. In the event that the AIFM or any of its Affiliates does enter into soft commission arrangement(s) it shall ensure that (i) the broker or counterparty to the arrangement will agree to provide best execution to the Fund; (ii) that the benefits under the arrangement(s) shall be those which assist in the provision of investment services to the Fund and (iii) brokerage rates will not be in excess of customary institutional full service brokerage rates. Details of any such arrangements will be contained in the next following report of the Fund.

15.

DIVIDEND POLICY

15.1.

The dividend arrangements relating to the Fund are decided by the Directors and are set out in Part IV. Under the Articles, the Directors are entitled to pay such dividends on any Class of Shares at such times as they think appropriate and as appear to be justified out of the profits of the Fund, being (i) the accumulated revenue (consisting of all revenue accrued including interest and dividends earned by the Fund) less expenses and (ii) realised and unrealised capital gains on the disposal/valuation of investments and other funds less realised and unrealised accumulated capital losses of the Fund, provided in each case that dividends may be paid only out of funds available for the purpose which may be lawfully distributed.

15.2.

The Fund will be obliged and entitled to deduct an amount in respect of Irish tax from any dividend payable to any investor who is or is deemed to be an Irish Taxable Person and to pay such amount to the Revenue Commissioners in Ireland.

15.3.

Dividends not claimed within six years from their due date will lapse and revert to the Fund. Dividends payable in cash to Shareholders will be paid by telegraphic transfer at the expense of the payee.

16.

LIFE OF THE FUND Details of the life of the Fund are described in Part IV.

17.

TRANSACTIONS AND CONFLICTS OF INTEREST

17.1.

Subject to the provisions of this section, the Directors, the AIFM, the Investment Manager, the Administrator, the Depositary, any Shareholder, and any of their respective subsidiaries, Affiliates, associates, agents or delegates (each a Connected Person), may contract or enter into any financial, banking or other transaction with one another or with the Fund, including without limitation, investment by the Fund in securities of a Shareholder, or investment by any Connected Persons in any company or body, any of whose investments [41]

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form part of the assets of the Fund or be interested in any such contract or transactions. In particular, without limitation, any Connected Person may invest in and deal with Shares or any property of the kind included in the property of the Fund for their respective individual accounts or for the account of someone else. 17.2.

In addition, any cash of the Fund may be deposited, subject to the provisions of the Central Bank Acts, 1942 to 1998 as amended by The Central Bank and Financial Services Authority of Ireland Acts 2003 to 2004, with any Connected Person or invested in certificates of deposit or banking instruments issued by any Connected Person. Banking and similar transactions may also be undertaken with or through a Connected Person.

17.3.

Any Connected Person may also deal as agent or principal in the sale or purchase of securities and other investments to or from the Fund through the Depositary or any subsidiary, affiliate, associate, agent or delegate thereof. There will be no obligation on the part of any such Connected Person to account to Shareholders for any legitimate fees or commissions so arising, and any such fees or commissions may be retained by the relevant party, provided that such transactions are carried out as if effected on normal commercial terms negotiated at arm's length, are consistent with the best interests of Shareholders, and: 17.3.1.

a certified valuation of such transaction by a person approved by the Directors as independent and competent has been obtained; or

17.3.2.

such transaction has been executed on best terms reasonably obtainable on an organised investment exchange under its rules; or

where neither 17.3.1 nor 17.3.2 are practicable, 17.3.3.

such transaction has been executed on terms which the Directors are satisfied conform with the principle that such transactions be carried out as if effected on normal commercial terms negotiated at arm's length.

17.4.

The AIFM and the Investment Manager may also, in the course of their respective businesses, have potential conflicts of interest with the Fund in circumstances other than those referred to above. An example of such a conflict would be where any of them acts as competent person for the purpose of valuing any investments of the Fund, in circumstances where the fees received by them may increase if the Net Asset Value of the Fund increases. Each of the AIFM and Investment Manager will, however, have regard in the event of such a conflict arising to their respective obligations under the AIFM Agreement and the Investment Management Agreement and, in particular, to their obligations to act in the best interests of the Fund and the Shareholders so far as practicable, having regard to their obligations to other clients when undertaking any investments where conflicts of interest may arise. In the event that a conflict of interest does arise, the Directors, the AIFM and Investment Manager will endeavour to ensure that such conflicts are resolved fairly, and in the event that the conflict relates to an allocation, that investment opportunities are allocated fairly. In allocating investment opportunities among their clients, the AIFM and the Investment Manager will at all times act in the best interests of their clients (including the Fund) and will allocate investment opportunities in a manner they consider fair and reasonable and consistent with their existing allocation and aggregation policies and which will not unfairly prejudice the interests of the Shareholders.

17.5.

The Directors may act as directors of other collective investment vehicles with similar investment objectives. As of the date of this Registration Document the Directors have no conflicts of interest with the Fund other than as detailed in the Registration Document.

18.

INVESTMENT IN SHARES BY EMPLOYEES OF THE INVESTMENT MANAGER AND AIFM Members of staff employed by the Aberdeen Group may be Shareholders and, during their employment, may receive amounts from the Aberdeen Group or their respective nominees that is equal to the proportionate Management Fee borne by the Fund on such employee's Shares.

19.

PREFERENTIAL TREATMENT AND SIDE LETTERS

[42] M-31637036-1

19.1.

To ensure fair treatment of Shareholders, the Fund does not offer preferential redemption provisions to any Shareholders as compared to other Shareholders in the same Fund.

19.2.

The Fund has entered into side letters or other forms of written arrangements with Shareholders which establish rights in favour of such Shareholder in connection with the investment by such Shareholder in the Fund (each a Side Letter). The Fund shall, after the Final Closing Date, offer each other Shareholder who has committed a Subscription Amount equal to or greater than the Subscription Amount committed by the Shareholder who is the beneficiary of such Side Letter, the opportunity to elect to receive any such rights and to assume any obligations, restrictions, conditions or other terms related thereto. The Fund may enter into Side Letters granting the following rights without offering the same to other Shareholders (i) rights relating to the basis on which Fund information will be disclosed to such Shareholder or any requirement (or the waiving of any requirement) to keep such information confidential, (ii) rights relating to specific tax, legal or regulatory requirements of any particular Shareholder, (iii) the grant or assertion of any right of sovereign immunity or (iv) the consent to, or limitation of any discretion, in respect of transfers of Shares.

20.

INVESTMENT RESTRICTIONS The principal investment restrictions applying to the Fund are set out above in Part IV. The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interest of the Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. The Fund will adhere to the restrictions of the Irish Stock Exchange for so long as the Shares are listed on the Irish Stock Exchange including a prohibition on the taking of legal or management control of the issuers of its underlying investments. Inadvertent breaches of investment restrictions arising as a result of market conditions will be monitored and Shareholders will be advised in writing of the Directors' recommendations on the matter if such breaches continue beyond the later of the next Valuation Point and for a continuous period of three months from the date of identification of the breach. Any other type of breaches will be remedied immediately.

[43] M-31637036-1

Part VI: TAXATION 1.

GENERAL

1.1.

The following statement on taxation is based on advice received by the Directors regarding the law and practice in force in the relevant jurisdiction at the date of this document and proposed regulations and legislation in draft form. It does not purport to deal with all of the tax consequences applicable to the Fund or to all categories of investors, some of whom may be subject to special rules. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in the Fund is made will endure indefinitely.

1.2.

The following statements are by way of a general guide to potential investors only and do not constitute tax advice. Potential investors are therefore advised to consult their professional advisers concerning possible taxation or other consequences of purchasing, holding, selling or otherwise disposing of Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile.

2.

IRISH TAXATION Tax on income and capital gains

2.1.

The Fund 2.1.1.

The Fund will only be subject to tax on chargeable events in respect of Shareholders who are Irish Taxable Persons (generally persons who are resident or ordinarily resident in Ireland for tax purposes, see below for more detail).

2.1.2.

A chargeable event occurs on: (1)

a payment of any kind to a Shareholder by the Fund;

(2)

a transfer of Shares; and

(3)

on the eighth anniversary of a Shareholder acquiring Shares and every subsequent eighth anniversary,

but does not include any transaction in relation to Shares held in a clearing system recognised by the Revenue Commissioners, certain transfers arising as a result of an amalgamation or reconstruction of fund vehicles and certain transfers between spouses or former spouses. 2.1.3.

If a Shareholder is not an Irish Taxable Person at the time a chargeable event arises no Irish tax will be payable on that chargeable event in respect of that Shareholder.

2.1.4.

Where Irish tax is payable on a chargeable event it is a liability of the Fund which is recoverable by deduction or, in the case of a transfer and on the eight year rolling chargeable event, by cancellation or appropriation of Shares from the relevant Shareholders. In the case of a tax liability arising on a chargeable event occurring on a transfer of Shares, instead of cancelling and appropriating Shares, the Fund may request the transferor to pay an amount equal to the Irish tax arising on the chargeable event to the Fund to enable it to discharge its liability to the Irish Revenue Commissioners. In certain circumstances, and only after the notification by the Fund to the Shareholder; the tax payable on the eight year rolling period chargeable event can at the election of the Fund become a liability of the Shareholder rather than the Fund. In such circumstances, the Shareholder must file an Irish tax return and pay the appropriate tax (at the rate set out below) to the Irish Revenue Commissioners.

2.1.5.

In the absence of the appropriate declaration being received by the Fund that a Shareholder is not an Irish Taxable Person or if the Fund has information that would reasonably suggest that a declaration is incorrect, and in the absence of written notice of approval from the Revenue Commissioners to the effect that the requirement to have been provided with such declaration is [44]

M-31637036-1

deemed to have been complied with (or following the withdrawal of, or failure to meet any conditions attaching to such approval), the Fund will be obliged to pay tax on the occasion of a chargeable event (even if, in fact, the Shareholder is neither resident nor ordinarily resident in Ireland). Where the chargeable event is an income distribution tax will be deducted at the rate of 41 per cent., or at the rate of 25 per cent. where the Shareholder is a company and the appropriate declaration has been made, on the amount of the distribution. Where the chargeable event occurs on any other payment to a Shareholder, not being a company, on a transfer of Shares and on the eight year rolling chargeable event, tax will be deducted at the rate of 41 per cent. on the increase in value of the Shares since their acquisition. Tax will be deducted at the rate of 25 per cent. on such transfers where the Shareholder is a company and the appropriate declaration has been made.

2.2.

2.3.

2.1.6.

In respect of the eight year rolling chargeable event, there is a mechanism for obtaining a refund of tax where the Shares are subsequently disposed of for a lesser value.

2.1.7.

An anti-avoidance provision increases the 41 per cent. rate of tax to 60 per cent. if, under the terms of an investment in a fund, the investor or certain persons associated with the investor have an ability to influence the selection of the assets of the Fund.

2.1.8.

Other than in the instances described above the Fund will have no liability to Irish taxation on income or chargeable gains.

Shareholders 2.2.1.

Shareholders who are neither resident nor ordinarily resident in Ireland in respect of whom the appropriate declarations have been made (or in respect of whom written notice of approval from the Revenue Commissioners has been obtained by the Fund to the effect that the requirement to have been provided with such declaration from that Shareholder or Class of Shareholders to which the Shareholder belongs is deemed to have been complied with) will not be subject to tax on any distributions from the Fund or any gain arising on redemption, repurchase or transfer of their Shares provided the Shares are not held through a branch or agency in Ireland and the Shares, if unlisted, do not derive the greater part of their value from Irish land or mineral rights. No Irish tax will be deducted from any payments made by the Fund to those Shareholders who are not Irish Taxable Persons.

2.2.2.

Shareholders who are Irish resident or ordinarily resident or who hold their Shares through a branch or agency in Ireland may have a liability under the self-assessment system to pay tax, or further tax, on any distribution or gain arising from their holdings of Shares. In particular where the Fund has elected to not deduct tax at the occasion of the eight year rolling chargeable event a Shareholder will have an obligation to file a self-assessment tax return and pay the appropriate amount of tax to the Revenue Commissioners.

2.2.3.

Refunds of tax where a relevant declaration could be made but was not in place at the time of a chargeable event are generally not available except in the case of certain corporate Shareholders within the charge to Irish corporation tax.

Stamp duty No Irish stamp duty will be payable on the subscription, transfer or redemption of Shares provided that no application for Shares or repurchase or redemption of Shares is satisfied by an in specie transfer of any Irish situated property.

[45] M-31637036-1

2.4.

Capital acquisitions tax No Irish gift tax or inheritance tax (capital acquisitions tax) liability will arise on a gift or inheritance of Shares provided that:

2.5.

2.4.1.

at the date of the disposition the transferor is neither domiciled nor ordinarily resident in Ireland and at the date of the gift or inheritance the transferee of the Shares is neither domiciled nor ordinarily resident in Ireland; and

2.4.2.

the Shares are comprised in the disposition at the date of the gift or inheritance and the valuation date.

Definitions of residence and ordinary residence for tax purposes 2.5.1.

Residence – Company A company which has its central management and control in the Republic of Ireland (the State) is resident in the State irrespective of where it is incorporated. A company which does not have its central management and control in the State but which is incorporated in the State is resident in the State except where: (1)

the company or a related company carries on a trade in the Republic of Ireland, and either the company is ultimately controlled by persons resident in EU Member States or, in countries with which the State has a double taxation treaty, or the company or a related company are quoted companies on a recognised stock exchange in the EU or in a taxation treaty country; or

(2)

the company is regarded as not resident in the State under a double taxation treaty between the Republic of Ireland and another country.

It should be noted that the determination of a company's residence for tax purposes can be complex in certain cases and declarants are referred to the specific legislative provisions which are contained in Section 23A of the Taxes Consolidation Act, 1997. 2.5.2.

Residence – Individual An individual will be regarded as being resident in the Republic of Ireland for a tax year if he/she: (1)

spends 183 days or more in the State in that tax year; or

(2)

has a combined presence of 280 days in the State, taking into account the number of days spent in the State in that tax year together with the number of days spent in the State in the preceding year.

Presence in a tax year by an individual of not more than 30 days in the State will not be reckoned for the purpose of applying the two year test. Up to 31 December 2008 presence in the State for a day means the personal presence of an individual at the end of the day (midnight). From 1 January 2009, presence in the state for a day means the personal presence of an individual at any time during the day. 2.5.3.

Ordinary Residence – Individual (1)

The term "ordinary residence" as distinct from "residence", relates to a person's normal pattern of life and denotes residence in a place with some degree of continuity.

(2)

An individual who has been resident in the State for three consecutive tax years becomes ordinarily resident with effect from the commencement of the fourth tax year.

[46] M-31637036-1

(3)

2.5.4.

An individual who has been ordinarily resident in the State ceases to be ordinarily resident at the end of the third consecutive tax year in which s/he is not resident. Thus, an individual who is resident and ordinarily resident in the State in 2011 and departs from the Republic of Ireland in that tax year will remain ordinarily resident up to the end of the tax year in 2014.

Intermediary This means a person who:

2.6.

2.7.

(1)

carries on a business which consists of, or includes, the receipt of payments from an investment undertaking resident in Ireland on behalf of other persons; or

(2)

holds units in an investment undertaking on behalf of other persons.

Information exchange and the implementation of FATCA in Ireland 2.6.1.

Certain requirements of US law as implemented in Ireland will require the Fund to make certain filings in respect of investors with the Irish Revenue Commissioners, which information will then be shared with the US tax authorities.

2.6.2.

The Foreign Account Tax Compliance provisions of the US Hiring Incentives to Restore Employment Act of 2010 (FATCA) may impose a 30% withholding tax on certain 'withholdable payments' made on or after 1 July 2014 unless the payee enters into and complies with an agreement with the US Internal Revenue Service (IRS) to collect and provide to the IRS substantial information regarding direct and indirect owners and account holders. For certain countries, including Ireland, the FATCA rules and requirements have been modified by way of intergovernmental agreement.

2.6.3.

On 21 December 2012 Ireland signed an Intergovernmental Agreement (IGA) with the United States to Improve International Tax Compliance and to Implement FATCA. Under this agreement the Irish and US tax authorities have agreed to automatically exchange certain tax information. The IGA provides for the annual automatic exchange of information in relation to accounts and investments held by certain US persons in a broad category of Irish financial institutions and vice versa. The Fund is likely to be subject to the IGA and the Irish implementing regulations (currently published in draft form) (the Regulations) as an Irish financial institution.

2.6.4.

Under the IGA and Regulations, Irish financial institutions will be required to report certain information with respect to US account holders to the Irish Revenue Commissioners. The Revenue Commissioners will automatically provide that information annually to the IRS. The Fund (and/or the Administrator or AIFM) is entitled to require investors to provide any information required to satisfy any reporting requirements whether under the IGA, the Regulations or any other applicable legislation published in connection with FATCA.

2.6.5.

While the IGA and Regulations should serve to reduce the burden of compliance with FATCA, and accordingly the risk of a FATCA withholding on payments to the Fund in respect of its assets, no assurance can be given in this regard. As such Shareholders should obtain independent tax advice in relation to the potential impact of FATCA before investing.

Other tax matters The income and/or gains of the Fund from its securities and assets may suffer withholding tax in the countries where such income and/or gains arise. The Fund may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Ireland and such countries. If this position changes in the future and the application of a lower rate results in repayment to that Fund, the Net Asset Value of the Fund will not be restated and the benefit will be allocated to the then existing Shareholders rateably at the time of repayment.

3.

UK TAXATION [47]

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3.1.

The following summary, which should be read as a whole, is intended to offer general guidance on the United Kingdom tax treatment of the Fund and of an investment in the Fund to persons who are both resident and domiciled in the United Kingdom for tax purposes and who hold Shares legally and beneficially as an investment. It does not address all possible United Kingdom tax consequences relating to an investment in the Fund or to particular categories of investor (such as dealers in securities and insurance companies), save where expressly mentioned below, some of which may be subject to specific United Kingdom tax rules. It is based on current law and published HM Revenue & Customs (HMRC) practice, each of which is subject to change, possibly with retroactive effect.

3.2.

None of the Fund, the AIFM, the Investment Manager, the Administrator or any of their officers, directors, members, employees, advisers or agents can take any responsibility in regard to this summary.

3.3.

The tax treatment of a particular investor in the Fund will depend on the individual circumstances of such investor and may be subject to change. Potential investors should seek appropriate independent professional advice on the tax consequences for them of making, holding and disposing of and receiving distributions or other payments in respect of an investment in the Fund under the laws of the jurisdictions in which they are liable to taxation. Levels and bases of taxation in relevant jurisdictions are subject to change.

3.4.

In respect of a Shareholder that is itself transparent for any UK tax purposes, this summary should, in principle, be read for those purposes as applying to the participants in that entity as well as the Shareholder itself, as applicable, and if any of those participants are similarly tax transparent, it should be read as applying to participants in those participants and so on.

3.5.

The Fund

3.6.

3.5.1.

On the basis that the central management and control of the Fund is not undertaken in the United Kingdom, and provided that the Fund does not carry on a trade in the United Kingdom through a permanent establishment situated therein the Fund should not be liable to United Kingdom corporation tax on its income or capital gains.

3.5.2.

If the Fund should directly or indirectly invest in the United Kingdom, any UK source income may be received subject to the deduction of withholding tax at source.

The Shareholders 3.6.1.

Each class of Share of the Fund is likely to be treated as an "offshore fund" for the purposes of the Taxation (International and Other Provisions) Act 2010. Under this legislation, any gain arising on the sale, disposal or redemption of an interest in an offshore fund held by a person who is resident or ordinarily resident in the UK for UK tax purposes will be taxed at the time of such sale, disposal or redemption as income and not as a capital gain.

3.6.2.

Under the rules for the taxation of corporate debt contained in the Corporation Tax Act 2009, Shareholders who are subject to UK corporation tax and who invest in an offshore fund which itself invests more than 60% of its value in, broadly, debt or debt-like investments must treat their investment in that offshore fund as a "loan relationship". Accordingly, for UK corporation tax purposes, such Shareholders must bring into account debits and credits in relation to this "loan relationship" in accordance with the rules on loan relationships which may result in such Shareholders being taxed on an annual basis by reference to the "fair value" of their interest in the offshore fund at the end of each accounting period. The time at which the Shareholder holds the Shares does not have to be at the same time as the class of Shares in the Fund satisfies the 60% test, provided that the test is satisfied at some time during the Shareholder's accounting period.

3.6.3.

In addition, where an offshore fund (such as a class of Share of the Fund) invests more than 60% of its value in debt or debt-like investments, distributions by that offshore fund are treated as interest rather than dividends for UK income tax purposes.

[48] M-31637036-1

3.6.4.

Subject to their personal circumstances, and subject to the above in relation to classes of Shares which have more than 60% of their value in debt or debt-like investments, Shareholders resident in the United Kingdom for taxation purposes will be liable to United Kingdom income tax or corporation tax in respect of dividends or other distributions of income by the Fund (in the case of income tax, grossed up to take account of any tax credit referred to below), as a distribution from a non-UK company. Except in the case of a company controlling directly or indirectly not less than 10 per cent of the voting power of the Fund, no credit will be available against a Shareholder's United Kingdom taxation liability in respect of income distributions of the Fund for any taxes suffered or paid by the Fund on its own income.

3.6.5.

In respect of each class of Share in the Fund which is an offshore fund, a tax credit of one ninth of the distribution (grossed up to take account of any non-UK tax on the distribution where applicable) should be available to certain Shareholders subject to income tax on distributions received (or treated as received) in respect of shares in the Fund.

3.6.6.

Subject to the application of the "loan relationship" regime, discussed above, Shareholders subject to corporation tax will be exempt from corporation tax on distributions from the Fund provided that the conditions for exemption contained in the Corporation Tax Act 2009 are met. To the extent that they are not, such Shareholders will be subject to corporation tax on any distribution made (or treated as made) by the Fund.

3.6.7.

The attention of individuals resident in the United Kingdom for taxation purposes is drawn to Chapter 2 of Part 13 of the Income Tax Act 2007 (the transfer of assets abroad rules), which may render them liable to income tax in respect of the undistributed income or profits of the Fund.

3.6.8.

The attention of companies resident in the United Kingdom for taxation purposes is drawn to the "controlled foreign companies" (CFC) provisions contained in Part 9A of the Taxation (International and other provisions) Act 2012. The income profits of a CFC can in certain circumstances be apportioned to a United Kingdom resident company with corporation tax being chargeable on the amount apportioned if the amount to be apportioned to that UK resident company and certain connected and associated people is at least 25 per cent. of the Fund's total chargeable profits, if at the same time the Fund is controlled by persons (whether companies, individuals or others) who are resident in the United Kingdom for taxation purposes. The "chargeable profits" of the Fund do not include any of its capital gains or distributions received by the Fund that would be exempt from corporation tax were the Fund resident for tax purposes in the United Kingdom. There are, however, certain exceptions to the application of the CFC rules, which need to be considered on a case by case basis.

3.6.9.

The attention of persons resident in the United Kingdom for taxation purposes (and who, if individuals, are also domiciled in the United Kingdom for those purposes) is drawn to the provisions of section 13 of Taxation of Chargeable Gains Act 1992 (section 13). Section 13 could be material to any such person who has an interest in the Fund as a "participator" for United Kingdom taxation purposes (which term includes a Shareholder) at a time when any gain accrues to the Fund (such as on a disposal of any of its investments) which constitutes a chargeable gain for those purposes if, at the same time, the Fund is itself controlled in such a manner and by a sufficiently small number of persons as to render the Fund a body corporate that would, were it to have been resident in the United Kingdom for taxation purposes, be a "close" company for those purposes (taking into account that two or more persons who are associated with each other for UK taxation purposes constitute a single person for the purpose of determining the total number of persons by which the Fund is controlled). The provisions of section 13 could, if applied, result in any such person who is a "participator" in the Fund being treated for the purposes of United Kingdom taxation of chargeable gains as if a part of any chargeable gain accruing to the Fund had accrued to that person directly, that part being equal to the proportion of the gain that corresponds to that person's proportionate interest in the Fund as a "participator". No liability under section 13 could be incurred by such a person, however, in respect of a chargeable gain accruing to the Fund if the aggregate proportion of that gain that could be attributed under section 13 both to that person

[49] M-31637036-1

and to any persons "connected" with him for United Kingdom taxation purposes does not exceed one-quarter of the gain. 3.6.10.

The attention of Shareholders within the charge to UK corporation tax is drawn to Part 15 of the Corporation Tax Act 2010 and the attention of Shareholders within the charge to income tax is drawn to Chapter 1 of Part 13 of the Income Tax Act 2007, which can operate to counteract "income tax advantages" obtained by Shareholders from transactions in securities in certain circumstances.

[50] M-31637036-1

Part VII: GENERAL INFORMATION 1.

REPORTS AND ACCOUNTS

1.1.

The Fund's year end is 31 March in each year. The annual report and audited accounts of the Fund will be sent to Shareholders and the Companies Announcement Office of the Irish Stock Exchange in English within four months after the conclusion of each accounting year and at least 21 days before the general meeting of the Fund at which they are to be submitted for approval.

1.2.

For so long as it is required to do so under Irish law, the Fund will also send a semi-annual report and unaudited accounts to Shareholders and the Companies Announcement Office of the Irish Stock Exchange in English within two months after the end of each semi-annual period. The half year end is 30 September.

1.3.

Such reports and accounts will contain a statement of the Net Asset Value of the Fund and of the investments comprised therein as at the year end. Such report and accounts will be prepared in accordance with IFRS by PricewaterhouseCoopers (a member of the Chartered Accountants Ireland), the registered auditors of the Company.

1.4.

Other notices to Shareholders, including notices of meetings, will also be sent to Shareholders as and when required.

2.

FORM OF SHARES Shares will be issued in non-certificated form. Share certificates will not be issued (unless requested). Contract notes confirming ownership of Shares will normally be sent to all investors within three Business Days of entry on the register as a Shareholder provided the Administrator has received the original Subscription Agreement together with any documentation required by the Administrator. The Administrator shall maintain the Register of Shareholders.

3.

NOTIFICATION OF PRICES The Net Asset Value per Share of each Class together with the dividend yield will be available from the Administrator and will be notified without delay to the Irish Stock Exchange following calculation.

4.

DIRECTORS' CONFIRMATION The Directors confirm that the Fund was incorporated on 19 November 2012 and at the date of this Registration Document the Fund has no subsidiaries.

5.

INCORPORATION AND SHARE CAPITAL

5.1.

The Fund was incorporated and registered in Ireland as a closed-ended investment company with variable capital on 19 November 2012 with registered number 520254.

5.2.

At the date hereof: 5.2.1.

the authorised share capital of the Fund is 1,000,000,000,000 Shares of no par value initially designated as unclassified Shares;

5.2.2.

the issued share capital of the Fund is €2 represented by 2 Shares issued for the purpose of the incorporation of the Fund at an issue price of €1 per Share, which are beneficially owned by the AIFM.

5.3.

In the opinion of the Fund, the working capital available to the Fund is sufficient for its present requirements, that is for at least the next 12 months from the date of this document.

5.4.

The unclassified Shares are available for issue as Shares. There are no rights of pre-emption attaching to the Shares in the Fund. [51]

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5.5.

As at the date hereof, the Directors are not aware of any persons who, following the expiration of the Offer, will have interests of 10 per cent. or more of the issued share capital of the Fund. The issue of Shares in the Fund was authorised by a Resolution of the board passed at a meeting held on 19 June 2014.

6.

MEMORANDUM AND ARTICLES OF ASSOCIATION

6.1.

Clause 2 of the Memorandum of Association provides that the sole object of the Fund is the collective investment of its funds in property with the aim of spreading investment risk and giving its members the benefit of the results of the management of its funds.

6.2.

The Articles contain provisions to the following effect: 6.2.1.

Directors' Authority to Allot Shares The Directors are generally and unconditionally authorised to exercise all powers of the Fund to allot Shares, including fractions thereof. No dealings will begin before notification of allotments is made to the Irish Stock Exchange. Every holder of Shares shall receive written confirmation of ownership in respect of his holding of Shares. No dealings will begin before the confirmation of ownership in respect of his holding of Shares has been made.

6.2.2.

Calls on Shares Subject to the terms of issues of any Shares, the Directors may make calls upon Shareholders in respect of any monies unpaid on their Shares or on any undertakings by them to pay monies on their Shares and payable on the date fixed by or in accordance with the terms of issue. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. Subject to the Articles, if a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due to the time of actual payment at such rate determined by the Directors, not exceeding 15 per cent. per annum and shall reimburse the Fund for any loss suffered as a result of such non-payment in the amounts.

6.2.3.

Forfeiture of Shares If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the Shareholder requiring payment of the unpaid amount together with any interest which may have accrued and any expenses incurred by the Fund by reason of such non-payment. If the notice is not complied with, any share in respect of which it was given may be forfeited by resolution of the Directors to that effect and the forfeiture shall include all dividends declared and other monies payable in respect of the forfeited share and not paid before the forfeiture. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give notice. The forfeited share shall be deemed to be the property of the Fund and may be sold or otherwise disposed of either to the person who was before forfeiture the Shareholder or to any other person upon such terms and in such manner as the board shall decide. The proceeds received (if any) by the Fund after deduction of expenses and outstanding interest shall be passed to the relevant Shareholder less an amount equal to 20 per cent. of the net consideration so received which shall be retained by the Fund. The Directors may determine at their discretion to delay or cancel any such forfeiture in respect of any such Shareholder where they deem appropriate to do so.

[52] M-31637036-1

6.2.4.

Variation of Rights The rights attached to any Class may be varied or abrogated with the consent in writing of the holders of three-fourths in number of the issued Shares of that Class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the Shares of the Class, and may be so varied or abrogated either whilst the Fund is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one third of the issued Shares of the Class in question and the quorum at an adjourned meeting shall be one person holding Shares of the Class in question or his proxy. Currently the major holders of all Shares will not have different voting rights attaching to their Shares. The Fund shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it. The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies Act 2014.

6.2.5.

Voting Rights Subject to disenfranchisement in the event of non-compliance with any notice requiring disclosure of the beneficial ownership of Shares and subject to any rights or restrictions for the time being attached to any Class or Classes of Shares, on a show of hands at a general meeting or Class meeting of the Fund, every Shareholder holding Shares who is present in person or by proxy shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote for every Share of which he is the holder.

6.2.6.

Change in Share Capital The Fund may from time to time by ordinary resolution increase the share capital by such amount and/or number as the resolution may prescribe. The Fund may also by ordinary resolution, consolidate and divide its share capital into Shares of larger amount, subdivide its Shares into Shares of smaller amount or value or cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the Shares so cancelled or redenominated the currency of any Class of Shares.

6.2.7.

Directors' Interests Provided that the nature and extent of his interest shall be disclosed as set out below, no Director or intending Director shall be disqualified by his office from contracting with the Fund nor shall any such contract or arrangement entered into by or on behalf of any other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Fund for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. (1)

The nature of a Director's interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested.

(2)

A Director shall not vote (or be counted in the quorum present) at a meeting of the Directors or a committee of the Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material (other than an interest arising by virtue of his interest in Shares or debentures or other securities or otherwise in or through the Fund) or a duty which conflicts or may conflict with the interests of the Fund. A Director shall not vote (or be counted in the quorum present) on any resolution in respect of his appointment [53]

M-31637036-1

(or the arrangement of the terms of appointment) to hold any office or employment with the Fund. (3)

A Director shall be entitled (in the absence of some material interest other than as indicated under "Directors Interests" below) to vote and be counted in the quorum in respect of any resolutions concerning the following matters, namely: (a)

the giving of any security or indemnity to him in respect of money lent by him to the Fund or any of its subsidiary or associated companies or obligations incurred by him at the request of or for the benefit of the Fund or any of its subsidiary or associated companies;

(b)

the giving of any security or indemnity to a third party in respect of a debt or obligation of the Fund or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(c)

any proposal concerning any offer of Shares or debentures or other securities of or by the Fund or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof; and

(d)

any proposal concerning any other company, in which he is interested, directly or indirectly, and whether as an officer, Shareholder or otherwise howsoever.

The Fund by ordinary resolution may suspend or relax the provisions described above to any extent or ratify any transaction not duly authorised by reason of a contravention thereof. 6.2.8.

Borrowing Powers Subject to the Act, the Directors may exercise all the powers of the Fund to borrow or raise money and charge its undertaking, property and assets (both present and future) and Uncalled Share Capital or any part thereof, provided that all such borrowings shall be within the limits laid down by the Central Bank.

6.2.9.

Committees The Directors may delegate any of their powers to any committee whether or not consisting of Directors. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of the Articles of Association regulating the proceedings of Directors so far as they are capable of applying.

6.2.10.

Retirement of Directors The Directors shall not be required to retire by rotation or by virtue of their attaining a certain age.

6.2.11.

Directors' Remuneration Unless otherwise determined from time to time by the Fund in general meeting, the ordinary remuneration of each Director shall be determined from time to time by resolution of the Directors. Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Directors or committees established by [54]

M-31637036-1

the Directors or general meetings or separate meetings of the holders of any Class of Shares of the Fund or otherwise in connection with the discharge of their duties. 6.2.12.

Transfer of Shares Subject as set out below, the Shares of any Shareholder may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors in their absolute discretion and without assigning any reason thereto may decline to register any transfer of a share to a United States Person (other than pursuant to an exemption available under the laws of the United States), any person who, by holding Shares, appears to be in breach of any law or requirement of any country or governmental authority or by virtue of which, such person is not qualified to hold such Shares or any person in circumstances (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with any other person, connected or not, or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Fund incurring any taxation or suffering any other pecuniary, regulatory, legal or material administrative disadvantage or being in breach of any law or regulation which the Fund might not have otherwise suffered or incurred or breached and any transfer to or by a minor or a person of unsound mind. The Directors may decline to recognise any instrument of transfer unless it is accompanied by the relevant share certificate (if issued) and it is in respect of one Class of share only, is in favour of not more than four transferees and is lodged at the registered office or at such other place as the Directors may appoint.

6.2.13.

(1)

The Directors may decline to register a transfer of Shares where the transferor has not paid to the Fund the amount equal to the Irish tax arising on the chargeable event to enable the Fund to discharge its liability to the Irish Revenue Commissioners.

(2)

The Directors may decline to recognise any instrument of transfer if effecting the transfer will result in any Minimum Transfer Amount applicable to the Class of Shares purporting to be transferred being contravened.

Right of Repurchase Shareholders do not have the right to require the Fund to repurchase their Shares.

6.2.14.

Dividends The Articles of Association permit the Directors to declare such dividends on any Class of Shares as appear to the Directors to be justified by the profits of the Fund. The Directors may satisfy any dividend due to holders of Shares in whole or in part by distributing to them in specie any of the assets of the Fund. Any dividend unclaimed for six years from the date of declaration of such dividend shall be forfeited and shall revert to the Fund.

6.2.15.

Life of the Fund The Articles of Association contain provisions to the following effect: (1)

the life of the Fund is not expected to exceed 15 years from the Final Closing of the Offer of Shares herein. The Directors may, prior to the termination of the 15 year period, convene a general meeting of the Shareholders in the Fund at which those Shareholders will be asked to consider whether they want to liquidate the Fund sooner or extend the life of the Fund beyond the 15 year period;

(2)

the Fund may be terminated by the Directors, in their sole and absolute discretion, by notice in writing to the Depositary in any of the following events: (a)

if at any time the Net Asset Value of the Fund shall be less than such amount as may be determined by the Directors; or

[55] M-31637036-1

(b)

if the Fund shall cease to be authorised or otherwise officially approved; or

(c)

if any law shall be passed which renders it illegal or in the opinion of the Directors impracticable or inadvisable to continue the Fund; or

(d)

it is in the best interests of the Fund and its Shareholders to do so.

(3)

the Directors shall give notice of termination of the Fund to the Shareholders in the Fund and by such notice fix the date at which such termination is to take effect, which date shall be for such period after the service of such notice as the Directors shall in their sole and absolute discretion determine;

(4)

with effect on and from the date as at which the Fund is to terminate or in the case of (a) below such other date as the Directors may determine:

(5)

(a)

no Shares may be issued, sold or repurchased by the Fund;

(b)

the AIFM shall, on the instructions of the Directors, or the Directors shall realise all the assets then comprised in the Fund (which realisation shall be carried out and completed in such manner and within such period after the termination of the Fund as the Directors think advisable);

(c)

the Depositary shall, on the instructions of the Directors, distribute to the Shareholders in proportion to their respective interests in the Fund all net cash proceeds derived from the realisation of the assets of the Fund and available for the purpose of such distribution, provided that the Depositary shall not be bound (except in the case of the final distribution) to distribute any of the monies for the time being in its hands the amount of which is insufficient to pay US$1 and provided also that the Depositary shall be entitled to retain out of any monies in its hands as part of the assets of the Fund full provision for all costs, charges, expenses, claims and demands incurred, made or apprehended by the Depositary or the Directors in connection with or arising out of the termination of the Fund and out of the monies so retained to be indemnified and saved harmless against any such costs, charges, expenses, claims and demands;

(d)

every such distribution referred to above shall be made in such manner as the Directors shall, in their sole and absolute discretion, determine but shall be made only against production of the certificates or warrants relating to the Shares if issued in respect of which the same is made and upon delivery to the Depositary of such form of request for payment as the Depositary shall in its absolute discretion require. Any unclaimed proceeds or other cash held by the Depositary may at the expiration of twelve months from the date upon which the same were payable be paid into court subject to the right of the Depositary to deduct therefrom any expenses it may incur in making such payment;

(e)

the Fund shall apply to the Central Bank for revocation of the authorisation of the Fund following the final distribution of the assets of the Fund.

the Directors shall have the power to propose and implement a reconstruction and/or amalgamation of the Fund on such terms and conditions as are approved by the Directors subject to the following conditions, namely: (a)

that the prior approval of the Central Bank has been obtained; and

(b)

that the Shareholders have been circulated with particulars of the scheme of reconstruction and/or amalgamation in a form approved by the Directors and a special resolution of the Shareholders has been passed approving the said scheme.

[56] M-31637036-1

The relevant scheme of reconstruction and/or amalgamation shall take effect upon such conditions being satisfied or upon such later date as the scheme may provide or as the Directors may determine whereupon the terms of such scheme shall be binding upon all the Shareholders and the Directors shall have the power to and shall do all such acts and things as may be necessary for the implementation thereof. 6.2.16.

Winding up The Articles contain provisions to the following effect:

6.2.17.

(1)

if the Fund shall be wound up the liquidator shall, subject to the provisions of the Companies Act 2014, apply the assets of the Fund in such manner and order as he thinks fit in satisfaction of creditors' claims relating to the Fund;

(2)

the assets available for distribution amongst the holders shall be applied as follows: first those assets attributable to each Class of share shall be distributed to the holders of Shares in the relevant Class in the proportion that the number of Shares held by each holder bears to the total number of Shares relating to each such Class of Shares in issue as at the date of commencement to wind up and secondly, any balance then remaining and not attributable to any of the Classes of Shares shall be apportioned pro-rata as between the Classes of Shares based on the Net Asset Value of each Class of Shares as at the date of commencement to wind up and the amount so apportioned to a Class shall be distributed to holders pro-rata to the number of Shares in that Class of Shares held by them; and

(3)

if the Fund shall be wound up by way of a members voluntary winding up, the liquidator may, with the authority of a special resolution of the relevant Shareholders and any other sanction required by the Companies Act 2014, divide among the holders of Shares of any Class or Classes in specie the whole or any part of the assets of the Fund, and whether or not the assets shall consist of property of a single kind, and may for such purposes set such value as he deems fair upon any one or more Class or Classes of property, and may determine how such division shall be carried out as between all the Shareholders of the Fund or the holders of different Classes of Shares. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like authority, shall think fit, and the liquidation of the Fund may be closed and the Fund dissolved, but so that no Shareholder shall be compelled to accept any assets in respect of which there is a liability. A Shareholder may request the liquidator, instead of transferring the assets in specie to it, to arrange for a sale of them and to pay the net sales proceeds to the Shareholder instead.

Share Qualification The Articles do not contain a share qualification for Directors.

7.

LITIGATION AND ARBITRATION Since the date of incorporation, the Fund is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Fund is aware), which has had significant effects on the Fund's financial position or profitability.

8.

DIRECTORS' INTERESTS

8.1.

There are letters of appointment between each of the Directors and the Fund.

8.2.

Save as disclosed below as at the date of this Registration Document, no Director has any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by, or issued to, the Fund and save as disclosed below, no Director is materially interested in any contract or arrangement subsisting at the date hereof which is unusual in its nature and conditions or significant in relation to the business of the Fund. [57]

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8.3.

At the date of this Registration Document none of the Directors nor any Person closely associated have any beneficial interest in the share capital of the Fund or any options in respect of such capital.

9.

MATERIAL CONTRACTS The following contracts have been or will be entered into otherwise than in the ordinary course of the business intended to be carried on by the Fund and are or may be material:

9.1.

the Administration Agreement between the AIFM, the Fund and the Administrator; this agreement provides that the appointment of the Administrator will continue until terminated by each party giving to the other not less than a minimum of ninety days written notice although the agreement may be determined forthwith by notice in writing from the Administrator to the Fund, or by the Fund to the Administrator, in the event of a winding up, or on the appointment of an administrator, examiner or receiver of the other party or if the other party breaches its obligations under the agreement (not having remedied such breach with thirty days of notice requiring it to do so) or if the continued performance of the agreement ceases to be lawful; the agreement provides that in the absence of fraud, wilful default or negligence the Fund shall indemnify the Administrator for any losses it suffers in the performance of its duties under the agreement (see also "Administrator" above);

9.2.

the Depositary Agreement between the Fund, the AIFM and the Depositary under which the Depositary was appointed as Depositary of the Fund's assets subject to the overall supervision of the Directors; this agreement provides that the appointment of the Depositary will continue unless and until terminated by either party giving to the other not less than 90 days' written notice although in certain circumstances the Agreement may be terminated immediately by either party provided that the appointment of the Depositary shall continue in force until a replacement Depositary approved by the Central Bank has been appointed and provided further that if within a period of 90 days' from the date on which the Depositary notifies the Company of its desire to retire or from the date on which the Fund notifies the Depositary of its intention to remove the Depositary, no replacement Depositary shall have been appointed, the Fund shall apply to the High Court for an order to wind up the Fund or convene an extraordinary general meeting of the Shareholders of the Fund at which there shall be proposed an ordinary resolution to wind up the Fund; this Agreement contains certain indemnities in favour of the Depositary (and each of its directors, officers, employees and agents) which are restricted to exclude matters arising by reason of the negligent or intentional failure of the Depositary in the performance of its duties (see also "Depositary" above);

9.3.

the Investment Management Agreement between the Investment Manager and the AIFM provides that the appointment of the Investment Manager will continue unless and until terminated by the AIFM giving to Investment Manager not less than three months' written notice and by the Investment Manager giving to AIFM not less than three months' written notice although in certain circumstances the Investment Management Agreement may be terminated immediately on notice in writing by either party; The Investment Manager shall not be liable to the AIFM or the Fund or otherwise for any loss suffered by the AIFM or the Fund or any of its investors as a result of carrying out its duties under the Investment Management Agreement or as a result of any error of judgement on its part except as consequence of breach of contract, bad faith, negligence, wilful default or fraud on its part. The Investment Manager shall, as far as permitted under the applicable laws, not be liable to the AIFM for any loss suffered on account of anything done or suffered by it in good faith in accordance with or in pursuance of any proper instructions except as consequence of breach of contract, bad faith, negligence, or wilful default on its part.

9.4.

the AIFM Agreement between the Fund and the AIFM provides that the appointment of the AIFM will continue until terminated by any party giving the other party written notice of such termination. Each party may terminate the AIFM agreement with immediate effect in circumstances such as if an order is made or if a resolution is passed to wind up the Fund or if a receiver or administrator is appointed over the assets of either party or if either party is found liable for material breach of duty or negligence in connection with the performance of its duties under the AIFM agreement which is either irremediable or not remedied as soon as reasonably practicable. The AIFM Agreement contains certain indemnities in favour of the AIFM which are restricted to exclude matters arising by reason of negligence, wilful misconduct or fraud of the AIFM, its directors, employees, officers, agents, associates or delegates.

[58] M-31637036-1

10.

CORPORATE GOVERNANCE CODE The Fund has adopted the Corporate Governance Code for Collective Investment Schemes and Management Companies issued by the Irish Funds Industry Association which came into effect on 1 January 2012.

11.

CONTINUING OBLIGATIONS UNDER THE TRANSPARENCY DIRECTIVE 2004/109/EC) REGULATIONS 2007 Shareholders in the Fund are required to notify the Fund of the percentage of voting rights they hold as a shareholder or through their direct or indirect holding of financial instruments or a combination of such holdings when the holding reaches, exceeds or falls below certain thresholds. For the purpose of this paragraph the thresholds, as at the date of this Registration Document, are 5%, 10%, 15%, 20%, 30%, 50% and 75% each being a percentage of the total voting rights in the Fund.

12.

MISCELLANEOUS

12.1.

As at the date of this Registration Document, the Fund has an available credit facility with Lloyds Bank plc of US$20.0 million.

12.2.

Save as disclosed under the heading "Directors' Interests" above, no Director has any interest in the promotion of or in any property acquired or proposed to be acquired by the Fund.

12.3.

Save as may result from the entry by the Fund into the agreements listed under the heading "Material Contracts" above or any other fees, commissions or expenses discharged, no amount or benefit has been paid or given or is intended to be paid or given to any promoter of the Fund.

12.4.

No commissions, discounts, brokerages or other special terms have been paid or granted by the Fund or are payable by the Fund for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any Shares or loan capital of the Fund.

12.5.

The net proceeds of the Offer will depend on the level of subscriptions for Shares but will not be less than the Minimum Aggregate Subscription.

12.6.

The Fund has not entered into any arrangements with any Director providing for benefits upon termination of their service contract. The Fund has not employed any employees.

12.7.

Business Overview 12.7.1.

As at 31 December 2015, the date to which the unaudited Schedule of Investments has been prepared and which forms part of the Registration Document, the issuer had made investments in four private equity funds committing EUR 24,500,000 in total. The Fund has not made any firm commitments in respect of any principal future investments. The Fund's principal activity is to invest in private equity on behalf of the Shareholders of the Fund.

12.7.2.

From 31 March 2016, the Fund will have the ability to invest in Co-investment Arrangements.

13.

DOCUMENTS FOR INSPECTION

13.1.

Copies of the following documents may be inspected at the offices of the Administrator (the address of which is set out on page 6 of this Registration Document) or made available electronically by the Administrator during usual business hours on weekdays, except Saturdays and public holidays: 13.1.1.

the Certificate of Incorporation of the Fund and the Memorandum and Articles of Association of the Fund;

13.1.2.

the Administration Agreement between the Fund and the Administrator;

[59] M-31637036-1

13.1.3.

the AIFM Agreement between the Fund and the AIFM;

13.1.4.

the Depositary Agreement between the Fund and the Depositary;

13.1.5.

the Investment Management Agreement between the Fund, the AIFM and the Investment Manager;

13.1.6.

the latest available annual and semi-annual report (if any);

13.1.7.

the AIF rulebook issued by the Central Bank; and

13.1.8.

a list of past and current directorships and partnerships held by each Director over the last five years.

13.2.

A statement of changes in the composition of the investment portfolio will be issued to Shareholders, free of charge, on request from the Administrator.

13.3.

Copies of the Memorandum and Articles of Association of the Fund (and, after publication thereof, the periodic reports and accounts) may be obtained from the Administrator free of charge.

13.4.

Where it is available, the historical performance of the Fund can be obtained from the Administrator electronically or in hard copy by any Shareholder.

13.5.

The following will be disclosed at least annually to the Shareholders in the Fund's annual report: 13.5.1.

the percentage of the Fund's assets which are subject to special arrangements arising from their illiquid nature (if any);

13.5.2.

any new arrangements for managing the liquidity of the Fund;

13.5.3.

the current risk profile of the Fund and the risk management systems employed to manage those risks;

13.5.4.

any change to the maximum level of leverage which the Fund may employ as well as any right to reuse collateral or any guarantee granted under the leveraging arrangement; and

13.5.5.

the total amount of leverage employed by the Fund (where leverage is employed by the Fund).

[60] M-31637036-1

APPENDIX 1 : DEFINITIONS

Aberdeen

means Aberdeen Asset Management PLC;

Aberdeen Group

means Aberdeen and its subsidiaries and affiliates as set out in its latest published annual report and accounts;

Accredited Investor

means an investor who has satisfied to the satisfaction of the Fund one of the following conditions: i) the investor is an entity appointed to provide investment management or advisory services to the Fund the investor is a Director; ii) the investor is a director of the AIFM, the AIFM or Investment Manager; or iii) the investor is an employee of the AIFM or Investment Manager and is directly involved in the investment activities of the Fund or is a senior employee of the AIFM, the Investment Manager, the Aberdeen Group and has experience in the provision of investment management services, and in each case certifies in writing to the Fund that (i) they are availing of the exemption from the minimum subscription requirement of €100,000 on the basis that they are a person identified in (i) to (iv) (inclusive) above; (ii) they are aware that the Fund is marketed solely to Qualifying Investors who are normally subject to a minimum subscription requirement of €100,000; (iii) they are aware of the risk involved in the proposed investment; and (iv) they are aware that inherent in such investment is the potential to lose all of the sum invested. The Fund must be satisfied that prospective investors fall within the criteria outlined above;

Act

means Part 24 of the Companies Act 2014 as may be amended and the notices issued thereunder by the Central Bank which affect the Fund, in each case as amended, modified or replaced from time to time;

Adjusted Net Asset Value

means the most recently published Net Asset Value per Share adjusted to exclude any current or accrued liability for derivatives or borrowings incurred by the Fund, any cash at bank and short term deposits of the Fund;

Administrator

means Northern Trust International Fund Administration Services (Ireland) Limited or any other person or persons for the time being duly appointed administrator in accordance with the requirements of the Central Bank;

[61] M-31637036-1

Administration Agreement

means the administration agreement between the Fund, the Administrator and Aberdeen SVG Private Equity Managers Limited (the Original AIFM) dated 20 June 2014 as novated to the AIFM by way of a novation agreement between the Fund, the Administrator, the Original AIFM and the AIFM dated 30 October 2015

Affiliates

means, in relation to a company, a subsidiary, subsidiary undertaking or holding company of that company and a subsidiary or subsidiary undertaking of any such holding company. Terms used in this definition are defined in the Act;

AIFM

means Aberdeen Fund Managers Limited or any successor thereto duly appointed in accordance with the requirements of the Central Bank;

AIFM Agreement

means the AIFM Agreement between the Fund and Aberdeen SVG Private Equity Managers Limited (the Original AIFM) dated 20 June 2014and novated to the AIFM by way of a novation and amendment agreement between the Fund, the Original AIFM and the AIFM dated 30 October 2015

AIFM Regulations

mean the European Union (Alternative Investment Fund Managers) Regulations 2013 (SI 257 of 2013) as amended from time to time;

AIFMD

means EU Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers as amended from time to time;

Articles

means the Articles of Association of the Fund;

A Shares

means the A Shares in the Fund;

Base Currency

means the US Dollar;

B Shares

means the B Shares in the Fund;

Business Day

means a day on which banks in London, Dublin and New York are open for normal business except a Saturday or Sunday;

C Shares

means the C Shares in the Fund

Central Bank

means the Central Bank of Ireland and includes any successor authority;

Class

means any Class of Shares in the Fund issued pursuant to the

[62] M-31637036-1

Articles;

Co-Investment Arrangement

means an equity, equity-like or debt investment, directly or indirectly (through a special purpose co-investment fund), into operating companies, alongside a financial sponsor, provided that the Company is not taking legal or management control of such operating companies;

Connected Person

means the persons defined as such in the section headed Transactions and Conflicts of Interest in Part V;

D Shares

means the D Shares in the Fund;

Dealing Day

means the first Business Day of each week during the Offer Period, or such other day(s) as the Directors may determine from time to time (if any), and thereafter any other the days as may be determined by the Directors (if any) as notified in advance to the Shareholders;

Dealing Deadline

means in relation to applications for subscription of Shares, 5.00 p.m. on the relevant Dealing Day during the Offer Period or such other the dates and times as may be determined by the Directors and thereafter any other the dates and times (if any) as may be determined by the Directors as notified in advance to the Shareholders;

Depositary

means Northern Trust Fiduciary Services (Ireland) Limited or any other person or persons for the time being duly appointed depositary of the Fund in accordance with the requirements of the Central Bank;

Depositary Agreement

means the depositary agreement between the Fund, the Depositary and Aberdeen SVG Private Equity Managers Limited (the Original AIFM) dated 20 June 2014 as novated to the AIFM by way of a novation agreement between the Fund, the Depositary, the Original AIFM and the AIFM dated 30 October 2015

Directors

means the directors of the Fund from time to time;

DPI

means total amount distributed to capital paid in;

E Shares

means the E Shares in the Fund;

EU

means the European Union;

[63] M-31637036-1

FATCA

means the Foreign Account Tax Compliance Act

Final Closing Date

means such date as is specified in Part IV hereof;

First Closing Date

means such date as is specified in Part IV hereof;

Foreign Person

means (i) a person who is neither resident nor ordinarily resident in Ireland for tax purposes who has provided the Fund with the appropriate declaration under Schedule 2B TCA and the Fund is not in possession of any information that would reasonably suggest that the declaration is incorrect or has at any time been incorrect, or (ii) the Fund is in possession of written notice of approval from the Revenue Commissioners to the effect that the requirement to have been provided with such declaration is deemed to have been complied with in respect of that person or Class of Shareholder to which that person belongs, and that approval has not been withdrawn and any conditions to which that approval is subject have been satisfied;

Fund

means Aberdeen Private Equity Global Fund of Funds plc;

Funded Commitments

means the total amount of capital paid by each Shareholder;

IFRS

means the international accounting standards within the management of the IAS Regulation 1606/2002 to the extent applicable to the relevant reports;

IGA

for the purposes of FATCA means intergovernmental agreement;

Investment Capacity

means approximately 110 per cent. of the Fund's Total Subscriptions or such other amount as determined by the Directors taking into consideration available borrowing facilities;

Investment Company Act

means the United States Investment Company Act of 1940, as amended.

Investment Management

means the investment management agreement between the Fund, the AIFM and the Investment Manager dated 30 October 2015 as may be amended or supplemented over time;

Agreement

Investment Manager

means Aberdeen Asset Managers Limited or any other person or persons for the time being duly appointed Investment Manager to the Fund in succession thereto;

[64] M-31637036-1

Investment Period

means the period of three years from the Final Closing Date;

Irish Taxable Person

means any person, other than: (i) a Foreign Person; (ii) an intermediary, including a nominee, for a Foreign Person; (iii) a qualifying management company within the meaning of Section 739B of the TCA; (iv) a specified company within the meaning of Section 734 TCA; (v) an investment undertaking within the meaning of Section 739(B) of the TCA; (vi) an investment limited partnership within the meaning of Section 739J of the TCA; (vii) an exempt approved scheme or a retirement annuity contract or trust scheme within the provisions of Sections 774, 784 or 785 TCA; (viii) a company carrying on life business within the meaning of Section 706 TCA; (ix) a special investment scheme within the meaning of Section 737 TCA; (x) a unit trust to which Section 731(5)(a) TCA applies; (xi) a charity entitled to an exemption from income tax or corporation tax under Section 207(1)(b) TCA; (xii) a person entitled to exemption from income tax and capital gains tax under Section 784A(2) or Section 787I TCA or Section 848 TCA and the units held are assets of an approved retirement fund, an approved minimum retirement fund, a special savings incentive account or a personal savings retirement account (as defined in Section 787A TCA); (xiii) the Courts Service; (xiv) a credit union; (xv) a company within the charge to corporation tax under Section 739G(2) TCA but only where the fund is a money market fund; and (xvi) a company within the charge to corporation tax under Section 110(2) TCA; (xvii) the National Asset Management Agency; (xviii)the State acting through the National Pensions Reserve

[65] M-31637036-1

Fund Commission or a Commission investment vehicle within the meaning given by Section 2 of the National Pensions Reserve Fund Act 2000 (as amended); and (xviii)the National Pensions Reserve Fund Commission; and or a Commission investment vehicle (within the meaning given by Section 2 of the National Pensions Reserve Fund Act 2000 as amended); (xix) any other person as may be approved by the Directors from time to time provided the holding of Shares by such person does not result in a potential liability to tax arising to the Fund in respect of that person under Section 739 TCA, in respect of each of which the appropriate declaration set out in Schedule 2B TCA or otherwise and such other information evidencing such status is in the possession of the Fund on the appropriate date; Irish Stock Exchange

means the Irish Stock Exchange plc, and any successor thereto;

IRR

'means internal rate of return;

Issue Price

means the price per Share at which Shares are offered during the Offer as is specified in Part IV;

LIBOR

means the rate per annum appearing on that page of the Telerate Screen (or any successor) which displays British Bankers Association Interest Settlement Rates for deposits in euros at or about 11 a.m. on the Business Day before the commencement of each period during which interest is payable for the offering of deposits in euros for a period comparable to that period;

Management Fee

means the annual fee payable to the AIFM as specified in Part IV hereof;

Member State

means a member of the EU;

Minimum Aggregate Subscription'

means such number of Shares or Shares having such value (if any) as is specified in Part IV hereof;

Minimum Initial Subscription

means such amount (excluding any preliminary charge) in the relevant Base Currency or number of Shares which must (unless waived by the Directors or pursuant to an exemption) be initially subscribed by each Shareholder for Shares of any Class as is specified in Part IV hereof or such other amount as the Directors may from time to time in an individual case or generally determine provided that the Directors shall not accept applications for Shares from any Qualifying Investor unless the investor's initial subscription is equal to or greater than the minimum amount required by the Central Bank for the Fund to [66]

M-31637036-1

obtain qualifying investor fund status in accordance with the AIF Rulebook;

Minimum Transfer Amount

means such number of Shares or Shares having such value (if any) as is specified in Part IV hereof subject to the discretion of the Directors to waive such amounts;

month

means calendar month;

Net Asset Value, Net Asset Value Per Share, "Net Asset Value Per A Share, Net Asset Value Per B Share, Net Asset Value Per C Share, Net Asset Value Per D Share or Net Asset Value Per E Share

means in respect of the assets of the Fund, the amount determined in accordance with the principles set out in Part IV under the heading "Net Asset Value; Calculation of Net Asset Value; Valuation of Assets" as the Net Asset Value of the Fund or the Net Asset Value per Share or a Class of Share, as the case may be;

Net Asset Value of the Fund

means the value of the assets of the Fund less its liabilities;

Offer

means the offer for subscription of A Shares, B Shares, C Shares, D Shares and E Shares which closes in accordance with the terms set out in this Registration Document;

Offer Period

means such period as is specified in Part IV;

Official List

means the official list of the Irish Stock Exchange;

Over-Commitment Strategy

means the strategy to commit more money to Underlying Funds than raised in the Offer as more fully described in Part IV;

Payment Date

means the date on which the Fund distributes monies to Shareholders;

Person closely associated

means in relation to a director: (a) the spouse of the director, (b) dependent children of the director, (c) other relatives of the director, who have shared the same household as that person for at least one year on the date of the transaction concerned, (d) any person – (i) the managerial responsibilities of which are discharged by a person – (a) discharging managerial responsibilities within the issuer, or (b) referred to in paragraph (a), (b) or (c) of this definition, [67]

M-31637036-1

(ii) that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition, (iii) that is set up for the benefit of a person referred to in subparagraph (i) of paragraph (d) of this definition, or (iv) the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition; Primary Investments

means assets of the Fund representing interests in Underlying Funds acquired directly by the Fund from the issuer on subscription and not from a third party;

QIAIF

means Qualifying Investors alternative investment fund

Qualifying Investor

means (i) an investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive); or (ii) an investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme; or an investor who certifies that they are an informed investor by providing, (a) written confirmation that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment, or (b) written confirmation that the investor's business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the Company; The qualifying investor must certify in writing to the Company (1) that they meet the minimum criteria set out at (i), (ii) or (iii) above; (2) that they are aware of the risk involved in the proposed investment and; (3) that they are aware that inherent in such investment is the potential to lose all of the sum invested

Registration Document

means the registration document issued by the Fund;

Related Companies

has the meaning assigned thereto in the Companies Act 2014 as amended from time to time. In general, this provision states that companies are related where 50 per cent. of the paid up share capital of, or 50 per cent. of the voting rights in, one company are owned directly or indirectly by another company;

Relevant Interest

means the interest (if any) payable on the Issue Price of a Share

[68] M-31637036-1

as is specified in Part IV;

Rest of the World

means Asia, Africa and Latin America;

Revenue Commissioners

means the Irish Revenue Commissioners, the state body responsible for the assessment and collection of taxes and duties in the State;

Secondary Investments or Secondaries

means assets of the Fund representing interests in Underlying Funds acquired from a third party rather than by subscription to the Underlying Fund or of debt interests secured on private equity assets acquired from a third party;

Section 13

means section 13 of the UK Taxation of Chargeable Gains Act 1992;

Shares

means shares in the Fund and includes, where the context so permits or requires, the A Shares, the B Shares, the C Shares, the D Shares and the E Shares;

Shareholders

means holders of Shares from time to time, and each shall be a Shareholder;

State

means the Republic of Ireland;

Subscription Agreement

means the subscription agreement completed by investors in respect of Shares in the Fund;

Subscription Amount

means the amount of capital which a Shareholder agrees to invest in the Fund pursuant to the Subscription Agreement;

Subsequent Closing Date

means such dates as are specified in Part IV hereof;

Total Subscriptions aggregate the aggregate issue price of the A Shares, B Shares, C Shares, D Shares and E Shares (taken together or, as the context may require, as separate Classes) subscribed for in the Offer; Uncalled Share Capital

means the amount of the Issue Price of the Shares in issue in respect of which the Shareholders' undertaking to pay cash to the Fund has yet to be called by or on behalf of the Fund;

United Kingdom or UK

means the United Kingdom of Great Britain and Northern Ireland;

Underlying Funds

means the private equity funds (including distressed debt funds)

[69] M-31637036-1

in which the Fund invests from time to time;

United States or US

means the United States of America, its territories, possessions and all areas subject to its jurisdiction (including the Commonwealth of Puerto Rico);

United States Person or US Person

has the meaning ascribed to the term "U.S. Person" in Regulation S promulgated under the United States Securities Act of 1933, as amended from time to time;

US Dollars or USD or US$

means US Dollars; and

Valuation Point

means the point in time on a particular day by reference to which the Net Asset Value of each Class of Shares is calculated as is specified in Part IV provided that there shall be at least one Valuation Point in every six months subject to the Director's discretion to determine additional Valuation Points.

In this Registration Document references to '€", "euro" and "EUR" are references to the lawful currency of Ireland, references to "Sterling" or "£" are to the lawful currency of the United Kingdom and references to $, "US$" or "dollars" are to the lawful currency of the United States. All references to the foregoing currencies shall include any successor currency.

[70] M-31637036-1

APPENDIX 2 : DIRECTORSHIPS OF THE BOARD OF DIRECTORS

Gerald Brady Arisaig Funds plc, Blackstone Alternative Investment Funds plc Earnest Partners Global Funds plc Eblana QIAIF plc Fixed Income Derivatives-Structured Fund plc Gemini Investment Funds plc Gemini Alternative Investment Fund plc (in voluntary liquidation) GVQ Investment Funds (Dublin) plc Harmonic Fund Services Ireland Limited HFR Asset Management (Ireland) Limited Iridian UCITS Fund plc Lothbury Fund Managers Limited Marketfield Dublin plc Nevsky Fund plc Northern Trust Fund Managers (Ireland) Limited Northern Trust Fund Services (Ireland) Limited Northern Trust Global Funds plc Northern Trust Investment Funds plc Northill Global Fund Managers Limited NRP Investment Funds plc (in voluntary liquidation) Omega Trust Umbrella Fund plc Oneshare plc Orsay Alternative Funds plc Ridaspa Limited Redarc Global Investments plc Schroder Cumulative Private Equity Funds plc Schroder Investment Management (Ireland) Limited Schroder Private Equity Funds plc Schroder Private Equity Fund of Funds II plc Schroder Private Equity Fund of Funds III plc Schroder Private Equity Fund of Funds IV plc Spinnaker Capital UCITS plc Solsten Investment Funds plc Standard Life International Limited Thema International Fund plc Visium UCITS Fund ICAV Wellington Management Portfolios (Dublin) plc Pointe des Grands Alternative GP Limited (Cayman Islands) Harmonic Consulting Ireland Limited Key Trends Fund Limited (in liquidation) (Cayman Islands) Goldbridge Credit Value (110) Limited Apache Global Funds SPC (Cayman Islands) CarVal AA General Partner LLC (USA) Contrarian Dome du Gouter GP LLC (USA) Previous appointments HFR Umbrella UCITS Fund plc Northern Trust Multi- Manager Fund plc Goldbridge Alternative Investment Feeder Funds plc (dissolved) Atlantis Investment Management (Ireland) Limited Forsyth Funds plc (in voluntary liquidation) Cantab UCITS Funds plc (dissolved) Atlantis Investment Umbrella Fund [71] M-31637036-1

Rosebud International Limited (in liquidation) (Cayman Islands) Alphamix Fund Limited (in liquidation) (Cayman Islands) Goldbridge Alternative Investment PCC Limited (Guernsey) (in liquidation) Goldbridge Global Credit Opportunities (110) Limited (dissolved) Michael K. Griffin Morgan Stanley Multi-Strategy Fund plc Morgan Stanley Alpha Plus Funds plc Morgan Stanley Asset Management S.A. Morgan Stanley Investment Funds Emerald Mortgages No.4 plc Emerald Mortgages No.5 Limited Castle Mortgages Limited iShares Physical Metals plc Morgan Stanley Liquidity Funds Schroder Private Equity Funds plc Schroder Cumulative Private Equity Funds plc Schroder Private Equity Fund of Funds II plc Schroder Private Equity Fund of Funds III plc Schroder Private Equity Fund of Funds IV plc Aberdeen Private Equity Global Fund of Funds plc Schroder Investment Management (Ireland) Limited Previous Appointments Petrogal Trading Limited (dissolved) Scdr (Ireland) Limited (dissolved) Northern Trust Multi-Manager Fund plc (dissolved) Morgan Stanley Funds plc (dissolved) Morgan Stanley Alpha Plus Fund European Notes Limited (dissolved) Auriel Funds plc (dissolved) Northern Trust Fund Managers (Ireland) Limited Northern Trust Global Funds plc Bba Finance Ireland No.1 Limited Northern Trust Investment Funds plc James Witter Sapphire (PCC) Limited Sapphire IV (Investments) Limited SVG Sapphire IV Limited Sapphire (Investments) II Limited Schroder Private Equity Funds plc Schroder Private Equity Fund of Funds II plc Schroder Private Equity Fund of Funds III plc Schroder Private Equity Fund of Funds IV plc Schroder Cumulative Private Equity Funds plc 49-54 Castlenau Gardens Residents Company Oxford Capital Partners Limited Warren Court (Thurlestone) Management Limited Previous Appointments Aberdeen Private Equity Advisers Limited Aberdeen Private Equity Managers Limited

[72] M-31637036-1

APPENDIX 3 : UNAUDITED CAPITALISATION AND INDEBTNESS AS OF 29 FEBRUARY 2016 Total Debt and Equity

$

Total Current Debt 

Guaranteed

0



Secured

0



Unguaranteed/Unsecured

0

Total non-Current Debt (excluding current portions of long term debt) 

Guaranteed

0



Secured

2,531,035.48



Unguaranteed/Unsecured

0

Shareholder's Equity 

Share Capital

8,250,000.00



Legal Reserve

0



Other Reserves

0

TOTAL

10,781,035.48

A. Cash

933,515.45

B. Cash equivalent (Detail)

0

C. Trading securities

0

D. Liquidity (A+B+C)

933,515.45

E. Current financial receivable

0

F. Current bank debt

0

G. Current proportion of non-current debt

0

H. Other current financial debt

0

I. Current financial debt (F+G+H)

0

J. Net current financial indebtedness/(receivables) (I-E-D)

(933,515.45)

K Non-current bank loans

2,531,035.48

L. Bonds issued

0

M. Other non-current loans

0

N. Non-current financial indebtedness (K+L+M)

2,531,035.48

O. Net financial indebtedness (J+N)

1,597,520.03

[73] M-31637036-1

There is no indirect or contingent indebtedness

[74] M-31637036-1

APPENDIX 4 : UNAUDITED INTERIM FINANCIAL STATEMENTS

Aberdeen Private Equity Global Fund of Funds plc (Formerly named Aberdeen SVG Private Equity Fund of Funds plc)

Interim Report and Accounts 2015 For the period 1 April 2015 to 30 September 2015

[75] M-31637036-1

Investment Objective The Company Aberdeen Private Equity Global Fund of Funds plc (“APEG”, the “Company” or the “Fund”) is an Irish closed-ended investment company.

Investment objective The Company’s investment objective is to achieve long term capital growth by investing principally in a globally diversified portfolio of primary investments and secondary investments2.

Important information This report contains confidential information. The information contained herein is for use only by the recipient. By reading the information contained herein, each recipient agrees that this information (i) shall be used solely in connection with its investment in the Fund and shall not be used for any other purposes, (ii) shall not, without the prior express written consent of the Fund be reproduced in any manner for, or disclosed to, any other person, other than its investment, legal or tax advisers (who may use the information solely for purposes relating to the recipient’s investment in the Fund), and (iii) shall be retained for only so long as is necessary. None of the information herein has been prepared, reviewed or approved by the General Partners of the underlying funds.

Fund size Domicile/ structure Listed Sedol/ISIN

First close Reporting currency Investment period ends Reporting calendar Next report and accounts To be published General enquiries Primary contact

2

US$110.0 million (at first close) Irish closed-ended investment company Irish Stock Exchange B8JVYN0 / IE00B8JVYN07 Aberdeen Private Equity Global Fund of Funds plc - A Shares B7X67S0 / IE00B7X67S02 Aberdeen Private Equity Global Fund of Funds plc - B Shares BNG8R18 / IE00BNG8R184 Aberdeen Private Equity Global Fund of Funds plc - C Shares 27 June 2014 US dollar Three years from final close 31 March (audited) 30 September (interim) Quarterly updates: March, June, September, December 31 March 2016 July 2016 Helen Metherall Aberdeen Fund Managers Limited Bow Bells House, 1 Bread Street London EC4M 9HH Tel: +44 20 368 00173 Email: [email protected]

Primary investments take the form of interests in private equity funds (including distressed debt funds) acquired directly by the Fund from the issuer on subscription. Secondary investments take the form of interests in private equity funds (including distressed debt funds) acquired from a third party (other than by subscription) or debt interests secured on private equity assets acquired from a third party

[76] M-31637036-1

Administrator

Elaine McWeeney Northern Trust International Fund Administration Services (Ireland) Limited First Floor, Block A City East Plaza Towleston, Ballysimon Limerick Ireland Tel: +353 1 542 2103 [email protected]

[77] M-31637036-1

Contents Page Directors

2

Company Information

3

Activity Report

4

Responsibility Statement

7

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Net Assets Attributable to Shareholders

10

Statement of Cash Flows

11

Notes to the Financial Statements

12

Schedule of Investments

27

AIFMD Disclosures

28

1

Directors Gerald Brady* was appointed a Director and Chairman of the Company on 19 June 2014. He is an independent, non-executive director and consultant in the regulated, international financial services industry. Gerald has over 26 years’ experience in the funds industry, both as a director and full-time executive, and has held senior executive management positions in Bank of Bermuda, Capita Financial Group and Northern Trust. Gerald has worked both abroad and in Ireland and is a past Council member of the Irish Funds Industry Association (IFIA) and former Executive Board member of Financial Services Ireland/Irish Business and Employers Confederation (FSI/IBEC). Gerald has a First Class Honours degree in Economics and is a Fellow of the Institute of Chartered Accountants of Ireland (FCA) and a Chartered Financial Analyst (CFA). Michael K Griffin* was appointed a Director of the Company on 19 June 2014. He has over 30 years’ experience in the financial sector. For the past 16 years he has been a non-executive director of fund companies in Dublin and Luxembourg where he worked with some of the leading sponsors in the sector. Most of his executive experience was with the wholesale arm of the Ulster Bank Group in Dublin where he served on the board and management committee of Ulster Investment Bank Limited for 12 years. In his role he managed the Treasury trading of the bank which included sovereign debt, money markets and foreign exchange. He was Chairman of the Irish Bankers Federation EMU Capital Markets Committee from 1996 to 1999. He is a fellow of the Institute of Bankers in Ireland. James Witter joined SVG Advisers in 2007, which became part of Aberdeen Private Equity in 2015, and is a Senior Investment Manager in the Private Equity business. He is a member of the Oversight Committee which provides strategic direction for the private equity business and also sits on the Allocation and Product Management Committees. He is co-head of the Investment and Product Management team with responsibility for the management of all existing and new products and portfolios. He has an MBA from London Business School and a Masters Degree from Cambridge University.

* Non-Executive Directors independent of the Alternative Investment Fund Manager (“AIFM”), Investment Adviser and Investment Manager

Registered Office Georges Court 54-62 Townsend Street Dublin 2 Ireland

2

Company Information AIFM Aberdeen SVG Private Equity Managers Limited (now named Aberdeen Private Equity Managers Limited) (up until 30 October 2015) Aberdeen Fund Managers Limited (with effect from 30 October 2015) Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Investment Adviser (up until 30 October 2015) Aberdeen SVG Private Equity Advisers Limited (now named Aberdeen Private Equity Advisers Limited) Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Investment Manager (with effect from 30 October 2015) Aberdeen Asset Managers Limited Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Secretary, Administrator and Registrar Northern Trust International Fund Administration Services (Ireland) Limited Georges Court 54-62 Townsend Street Dublin 2 Ireland Depositary Northern Trust Fiduciary Services (Ireland) Limited Georges Court 54-62 Townsend Street Dublin 2 Ireland Legal Advisers to the Fund as to Irish Law A & L Goodbody International Financial Services Centre North Wall Quay Dublin 1 Ireland Independent Auditors PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland Listing Sponsor A & L Listing Limited 25/28 North Wall Quay Dublin 1 Ireland 3

Activity Report Overview Aberdeen Private Equity Global Fund of Funds plc (“APEG” or the “Fund”) held a first close in June 2014 with total subscriptions of US$110.0 million. The Fund’s investment objective is to achieve long term capital growth for shareholders by investing principally in a globally diversified portfolio of primary and secondary investments3. These interim accounts cover the six month period from 1 April 2015 to 30 September 2015. The Central Bank of Ireland requires the Fund to publish its interim accounts within two months after the end of its semi-annual period. Accordingly, these accounts may not always capture 100% of the September valuations issued by the General Partners (“GPs”) of the underlying funds. Typically when the Fund is not in receipt of the September valuations, roll forward valuations from 30 June are used unless the Directors consider such valuations to be inappropriate. As at 20 November 2015, APEG had received September GP valuations from 100% of the underlying funds. Details of the investments’ accounting policies can be found in Note 2 on pages 12 to 14. Fund Summary at 30 September 2015 On first closing of the Fund on 27 June 2014, shareholders were called 2.5% of their total committed capital, equal to US$2.8 million. The Fund called a further US$5.5 million during the six month reporting period (equivalent to 5.0% of total equity commitments to the Fund), leaving shareholders 7.5% called at 30 September 2015. At the reporting date of 30 September 2015, APEG had made two commitments to underlying funds totalling US$19.8 million. The Fund’s net asset value (“NAV”) stood at US$6.6 million, compared to the 31 March 2015 NAV of US$1.4 million. Fund performance since inception Original Fund size (first close) Equity called as at 30 September 2015 (7.5%) NAV as at 30 September 2015

US$ million 110.0 8.3 6.6

NAV per share As at 30 September 2015, a shareholder had paid in 7.5% of their original commitment (US$8.3 million). At the same reporting date the Fund had net assets of US$6.6 million, equating to an NAV per share as follows: A Shares B Shares C Shares

30 September 2015 US$0.06114 US$0.05988 US$0.05893

31 March 2015 US$0.01340 US$0.01264 US$0.01207

Liquidity position During the six month period to 30 September 2015, APEG made a 5.0% call from shareholders equal to US$5.5 million (value date 14 May 2015). The proceeds of the call were used to pay calls received by the Fund from the underlying managers and repay drawings under the working capital bank facility, which is used to manage the cash position of the Fund. The shareholder call has been the main driver of the increase in the Fund’s NAV from US$1.4 million at 31 March 2015 to US$6.6 million as at 30 September 2015. Following the May sharefunding call, shareholders have paid 7.5% of their original commitments to the Fund. As at 30 September 2015, APEG’s uncalled commitments to underlying funds of US$14.5 million were fully covered by cash and cash equivalents of US$1.5 million, an available credit facility with Lloyds Bank plc of US$20.0 million4 and uncalled equity commitments from shareholders of US$101.7 million.

3

Primary investments take the form of interests in private equity funds (including distressed debt funds) acquired directly by the Fund from the issuer on subscription. Secondary investments take the form of interests in private equity funds (including distressed debt funds) acquired from a third party (other than by subscription) or debt interests secured on private equity assets acquired from a third party

4

Available subject to its terms

4

With a private equity fund of funds it can be difficult to predict accurately when further capital will be called from shareholders, as this will be dependent on the pace of activity of the underlying funds. At this stage, we anticipate we will call approximately 5% of shareholders’ original equity commitments during the course of Q1/Q2 20165. We continue to monitor APEG’s cash position and will ensure we give shareholders as much notice6 as possible ahead of any call.

Portfolio performance summary Six months to 30 September 2015 Opening valuation Calls paid/Return of excess capital Capital distributions Income distributions Gain on portfolio Closing portfolio Total return on the portfolio

US$’000 5,130 (19) (53) (25) 215 5,248 4.20%

Fund commitments as at 30 September 2015 As at 30 September 2015 APEF had made two commitments: US$10.0 million to CCMP Capital Investors III, L.P. (“CCMP III”) and £6.5 million to Exponent Private Equity Partners III (“Exponent III”). CCMP III is a US$3.6 billion mid-market buyout and growth equity vehicle. The fund’s strategy is to invest in US and European mid-market companies with equity requirements of between US$100 million and US$400 million across CCMP’s four preferred sectors: consumer/retail, industrials, energy and healthcare. CCMP seeks to originate deals through its subsector research process and then add value through its operating partner model which has former CEOs working alongside private equity executives at all stages of the process. CCMP III has invested in six portfolio companies7, and was 43% drawn at 30 September 2015. Exponent Private Equity Partners III is £1 billion fund that will focus on investments in the UK upper mid-market across a broad range of sectors, specifically businesses with an enterprise value of between £75 million and £350 million. The strategy is to invest in companies with a strong market position whose development has historically been constrained, but where there is the potential for transformation during Exponent’s period of ownership. The fund has invested in one portfolio company to date, bringing the fund to 11% drawn at 30 September 2015. Post the end of the reporting period Exponent announced its intention to acquire Photobox, a European market leader in personalised photo products. Both funds are in the early stages of their life cycles and in the process of building up their portfolios, and as at 30 September 2015 there were seven companies in the underlying portfolio. We are purposely taking a measured approach to committing the Fund in the current environment. However, we are working on a number of opportunities that we have the ability to complete over the next three to six months and remain comfortable that we can fully allocate the Fund to quality managers during its investment period. There is no shortage of manager opportunities and we remain focused on trying to identify those with the best potential. Risks and uncertainties In accordance with the EU Transparency Directive, we will be providing guidance on the risks and uncertainties faced by the Fund over the next six month period. As detailed in Note 14 ‘Derivatives and Financial Instruments’ on pages 19 to 25, the main risks and uncertainties applicable to the Fund are market, liquidity, credit, currency and interest rate risk. In considering the specific risks and uncertainties for the period from 1 October 2015 to 31 March 2016 the following should be considered: Market risk We believe that the underlying portfolio could be negatively impacted over the next six month period in the event adverse macroeconomic conditions develop.

5

Projected calls are indicative only and the amount and timing could be subject to change

6

At least ten business days

7

As at 30 June 2015, the latest date at which full company data is available

5

Currency risk APEG will make commitments in currencies other than the US dollar (notably euro) therefore these commitments may be affected favourably or unfavourably by changes in currency rates over time. The Fund does not hedge against foreign currency, but takes into account this risk when commitments are made. Valuation risk The underlying portfolio of investments is included in the Statement of Financial Position at Fair Market Value (“FMV”) as determined by the underlying GPs unless the Directors consider such valuations to be inappropriate. For further information relating to the valuation of the underlying portfolio please refer to Note 2 ‘Accounting Policies’ on pages 12 to 14 of this report. Corporate and Fund update On 30 June 2015 Aberdeen Asset Management PLC (“Aberdeen”) completed its purchase of SVG Capital plc’s stake in their joint venture vehicle, Aberdeen SVG Private Equity Managers Limited (now named Aberdeen Private Equity Managers Limited), the AIFM of the Fund and the parent company of the Investment Adviser. This means that the AIFM and the Investment Adviser are now wholly-owned by Aberdeen. In accordance with the standard Aberdeen group approach to fund management, the AIFM delegated the risk management function for the Fund to Aberdeen Asset Fund Management Limited on 30 June 2015. The Fund remains open for additional shareholder subscriptions and will be holding a final close in the first half of 2016. Subsequent events On 27 October 2015 the Company changed its name from Aberdeen SVG Private Equity Fund of Funds plc to Aberdeen Private Equity Global Fund of Funds plc. On 30 October 2015 Aberdeen Fund Managers Limited replaced Aberdeen SVG Private Equity Managers Limited (now named Aberdeen Private Equity Managers Limited) as AIFM. Aberdeen SVG Private Equity Advisers Limited (now named Aberdeen Private Equity Advisers Limited), the Investment Adviser, retired and Aberdeen Asset Managers Limited was appointed as Investment Manager. Aberdeen Fund Managers Limited 20 November 2015

6

Responsibility Statement The Directors of Aberdeen Private Equity Global Fund of Funds plc confirm that, to the best of their knowledge, these unaudited interim financial statements have been prepared in accordance with pronouncements on half yearly reports as issued by the Accounting Standards Board and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Fund. They also confirm, to the best of their knowledge, that the Activity Report includes details of the important events that have occurred during the first six months of the year and their impact on the financial statements, and also a description of the principal risks and uncertainties for the remaining six months of the period. They also confirm, to the best of their knowledge that related party transaction details have been disclosed as required. Gerald Brady Director 20 November 2015

7

Statement of Comprehensive Income

Notes

For the period ended 30 September 2015 US$’000

For the period ended 30 September 2014 US$’000

For the year ended 31 March 2015 US$’000

7

215

(195)

(150)

(1)

-

(2)

214

(195)

(152)

(484)

(377)

(1,158)

(270)

(572)

(1,310)

(14)

-

(24)

Loss before tax

(284)

-

(1,334)

Withholding tax

(4)

-

(4)

(288)

(572)

(1,338)

Investment income Net profit/(loss) on financial assets and liabilities at fair value through profit or loss (realised and unrealised) Foreign exchange loss on currency balances Total investment profit/(loss) Total operating expenses

6

Operating loss Finance costs Loan interest

Decrease in net assets attributable to shareholders

Gains and losses arose solely from continuing operations. There were no gains or losses other than those dealt with in the Statement of Comprehensive Income above. The Financial Statements were approved by the Board of Directors on 20 November 2015. The notes on pages 12 to 27 form an integral part of these Financial Statements.

8

Statement of Financial Position The Financial Statements were approved by the Board of Directors on 20 November 2015.

Notes

30 September 2015 US$’000

31 March 2015 US$’000

Financial assets at fair value through profit or loss – private equity funds

8

5,248

5,130

Cash and cash equivalents

9

1,456

1,050

6,704

6,180

Assets

Total assets Liabilities Creditors: amounts falling due within one year

10

(80)

(168)

Short-term loan payable

11

-

(4,600)

(80)

(4,768)

6,624

1,412

Class A

US$0.06114

US$0.01340

Class B

US$0.05988

US$0.01264

Class C

US$0.05893

US$0.01207

Class D

-

-

-

-

Total liabilities (excluding net assets attributable to shareholders) Net assets attributable to shareholders Net asset value per share (Note 12)

Class E The notes on pages 12 to 27 form an integral part of these Financial Statements.

9

Statement of Changes in Net Assets Attributable to Shareholders For the period ended 30 September 2015 US$’000

For the period ended 30 September 2014 US$’000

For the year ended 31 March 2015 US$’000

Net assets attributable to shareholders at beginning of period

1,412

-

-

Decrease in net assets attributable to shareholders

(288)

(572)

(1,338)

5,500

2,750

2,750

6,624

2,178

1,412

Notes

Capital contributions

3

Net assets attributable to shareholders at end of period The notes on pages 12 to 27 form an integral part of these Financial Statements.

10

Statement of Cash Flows For the period ended 30 September 2015 US$’000

For the period ended 30 September 2014 US$’000

For the year ended 31 March 2015 US$’000

(484)

(377)

(1,158)

(80)

270

160

(564)

(107)

(998)

Investment income

25

-

20

Withholding tax paid

(4)

-

(4)

(22)

-

(16)

(1)

-

-

Calls paid to private equity funds/Return of excess capital

19

(2,556)

(5,300)

Capital distributions received

53

-

-

Exchange loss on foreign currency transactions

(1)

-

(2)

Net cash inflow/(outflow) from investing activities

71

(2,556)

(5,302)

(494)

-

(6,300)

3

5,500

2,750

2,750

Drawings on loan facility

11

-

500

4,600

Repayments of loan facility

11

(4,600)

-

-

Net cash inflow from financing activities

900

3,250

7,350

Net increase in cash and cash equivalents

406

587

1,050

1,050

-

-

1,456

587

1,050

Notes Cash flows from operating activities Operating expenses (Decrease)/increase in creditors excluding loan interest due Net cash outflow from operating activities Returns on investments and servicing of finance

Loan interest paid Net cash outflow from returns on investment and finance Cash flows from investing activities

Net cash outflow before financing activities Cash flows from financing activities Capital contributions

Cash and cash equivalents at beginning of period 9

Cash and cash equivalents at end of period

The notes on pages 12 to 27 form an integral part of these Financial Statements.

11

Notes to the Financial Statements 1. Introduction The Company is an investment company with variable capital incorporated on 19 November 2012 under the Companies Act, 2014. It is authorised in Ireland as an investment company and is an investment company pursuant to Part 24 of that Act and is supervised by the Central Bank of Ireland. The Company is structured as an Irish closed-ended investment company and is listed on the Irish Stock Exchange. A portfolio of assets will be maintained for the Company which will be invested in accordance with the investment objective, policies and restrictions of the Company. The investment objective of the Company is to achieve long term capital growth for shareholder by investing principally in a globally diversified portfolio of Primary Investments and Secondary Investments.

2. Accounting policies The significant accounting policies adopted by the Company are as follows: 

Basis of accounting

 The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), which comprise Standards and Interpretations approved by the International Standards Board or their predecessors, as adopted by the EU, and those parts of the Companies Act 2014 applicable to companies reporting under IFRSs. The financial information presented within these Financial Statements has been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss. 

Basis of presentation

IFRS 7 Financial Instruments: Disclosures sets out guidance for the determination of whether financial instruments are classified as financial liabilities or as equity. Under this Standard, Class A, B and C shares meet the definition of instruments that have an entitlement to a pro rata share of net assets of the Company only on liquidation. The Company records its Class A, B and C shares as financial liabilities rather than as equity as the shares do not have the features required to meet the definition of equity instruments. Specifically, as a result of the fee structure for each class of share, holders of different classes are not entitled to the same proportion of the net assets of the Company on liquidation. This classification of the share classes does not materially affect the presentation of these accounts; the principal impact is that the Company is not required to disclose earnings per share data. 

New standards, amendments and interpretations

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014. None of these are expected to have a significant effect on the Financial Statements of the Company except the following. Amendments to IFRS 7, ‘Disclosures – Offsetting financial assets and financial liabilities’ require additional disclosures to enable users of Financial Statements to evaluate the effect or the potential effects of netting arrangements, including rights of setoff associated with an entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position. The amendments did not have any impact on the Company’s financial position or performance. IFRS 9, Financial Instruments, (“IFRS 9”) addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39, Financial Instruments: Recognition and Measurement, (“IAS 39”) that relates to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9’s full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015. IFRS 9 has not yet been endorsed by the EU. IFRS 10, ‘Consolidated Financial Statements’, effective for annual periods beginning on or after 1st January 2013, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated Financial Statements of the parent company. The standard provides additional guidance to assist in the 12

determination of control where this is difficult to assess. The new standard did not have any impact on the Company’s financial position or performance.

2. Accounting policies (continued) New standards, amendments and interpretations (continued) Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) ‘Investment Entities’, effective for annual periods beginning on or after 1 January 2014. IFRS 12, ‘Disclosures of interests in other entities’, effective for annual periods beginning on or after 1st January 2013, includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off-balance sheet vehicles. The new standard did not have any impact on the Company’s financial position or performance, however the Company has made disclosures about its involvement with unconsolidated structured entities in Note 14. The amendments to IFRS 10 define an investment entity as an entity that:  Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;  Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and  Measures and evaluates the performance of substantially all of its investments on a fair value basis. The Company has determined it meets the definition of an investment entity under IFRS 10. IFRS 13, ‘Fair value measurement’ is effective for annual periods beginning on or after 1st January 2013. The standard improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. On adoption of the standard, the Company changed its valuation inputs for listed financial assets and liabilities to last traded prices to be consistent with the inputs prescribed in the Company’s offering document for the calculation of its per share trading value for subscriptions and redemptions. The use of last traded prices is recognised as a standard pricing convention within the industry. There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the financial position or performance of the Company. 

Investments

 The Company has classified financial instruments as financial assets or financial liabilities at fair value through profit or loss. Financial assets and liabilities not classified as financial assets or financial liabilities at fair value through profit or loss are measured at amortised cost. Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. Investments in the underlying fund are valued at the most recent underlying Net Asset Value as advised by their managers or administrators, adjusted for any unrecognised carried interest, unless the Directors consider such valuations inappropriate. In such circumstances, in determining the fair value of any such investment, a valuation thereof provided by the Investment Adviser, if approved for such purposes by the Directors and subject to the Custodian approving the method of valuation will be sufficient. For the purpose of these Financial Statements, the investments in the underlying fund have been valued using: (i) Values of our interest in the Underlying Funds at 30 September 2015, as advised by the manager, investment adviser or administrator of the funds; or (ii) In the absence of such information, the values of our interest in the Underlying Funds as at 30 June 2015, adjusted for any contributions paid and distributions received and management fee estimates from 1 July 2015 to 30 September 2015. As at 30 September 2015, the Underlying Funds have been valued in accordance with (i) above. The actual amount realised from a sale if there were a ready market for these securities could be materially different from a value estimate. The Directors believe that the values arrived at are reasonable; however actual results may differ from these estimates. The Company records its securities transactions and the related revenue and expenses on a trade date basis.

13

Cash and other liquid assets are valued at their face value plus interest accrued, where applicable.

2. Accounting policies Investments (continued) All investments are measured at fair value, with changes in fair value recognised in the Statement of Comprehensive Income. In the case of unquoted or direct investments, the Directors will value the investments in accordance with the International Private Equity and Venture Capital valuation guidelines. There were no direct investments as at 30 September 2015 or 31 March 2015. Income Bank interest income is accounted for on an effective yield basis in the Statement of Comprehensive Income. Distributions of investment income and realised gains and losses received from the underlying investments are accounted for on an accruals basis gross of related taxes. Operating expenses The Company is responsible for all normal operating expenses including audit fees, stamp and other duties and charges incurred on the acquisition and realisation of investments. The AIFM meets all other expenses incurred by it in connection with its services. For investments where the underlying management fee does not form part of the overall commitment, management fees called are disclosed within expenses. For other investments, such management fees form part of the fair value gain or loss on the investment. Foreign exchange translation Foreign currency assets and liabilities, including investments at market value, are translated into the presentation currency at the rate of exchange ruling at the balance sheet date. Transactions in foreign currency have been translated at the rate of exchange ruling at the date of the transaction. Taxation The Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997. It is not chargeable to Irish tax on its income and gains. Tax may arise on the happening of a “chargeable event”. A chargeable event includes any distribution payments to Shareholders or any encashment, redemption or transfer of shares. No tax will arise on the Company in respect of chargeable events in respect of: (i) A shareholder who is not Irish resident and not ordinarily resident in Ireland at the time of the chargeable event, provided the necessary signed statutory declarations are held by the Company; and 

(ii) Certain exempted Irish resident investors who have provided the Company with the necessary signed statutory declarations.

Dividends, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country from which the investment income/gains are received and such taxes may not be recoverable by the Company or its shareholders. 

Dividends

The Articles of Association permit the Directors to declare such dividends on any class of Shares as appear to the Directors to be justified by the profits of the Company. Dividends on shares are recognised in the Statement of Comprehensive Income as finance costs. No dividends have been declared during the period. Functional and presentation currency Items included in the Company’s Financial Statements are measured using the currency of the primary economic environment in which it operates (the “functional currency”). This is the US Dollar (“US$”). The Company has also adopted the US$ as its presentation currency.

3. Shares in issue The authorised share capital of the Company is 1,000,000,000,000 shares of no par value initially designated as unclassified Shares. The issued share capital of the Company, other than A, B, C, D or E Shares is represented by 2 Shares issued for the purpose of the incorporation of the Company at an issue price of €1 per Share, which are beneficially owned by Aberdeen SVG Private 14

Equity Managers Limited (the “AIFM”). After the period end, on 30th October 2015, one share was transferred to each of Aberdeen Fund Managers Limited and Aberdeen Asset Managers Limited. Up to 350 million Shares are being made available as A, B, C, D or E Shares each at an issue price (the “Issue Price”) of US$1 per share (exclusive of Relevant Interest (if any) in all cases) in respect of valid applications received prior to the Final Closing Date. A Shares will be available up to Final Closing Date. B Shares and C Shares will only be available at the First Closing Date unless otherwise agreed by the Directors. D Shares and E Shares will be available after the First Closing Date. Subscriptions made pursuant to applications received on or prior to the First Closing Date were not subject to interest. Subscriptions made pursuant to applications received after the First Closing Date will be subject to interest (“Relevant Interest”) on the portion of the Issue Price payable on application at an annual rate of LIBOR plus 2% (fixed at the First Closing Date) per annum calculated daily from the First Closing Date to the relevant Subsequent Closing Date. All Relevant Interest will be credited to the Company. Any application for Shares made by an investor shall be treated as irrevocable subject to the discretion of the Directors to determine otherwise. No preliminary charge will be charged by the Company in relation to A Shares, B Shares, C Shares, D Shares or E Shares. The Company may receive fees on behalf of distributors that are payable by Shareholders. To date there has been one closing on the first call on 27 June 2014. A further 5% was called on 14 May 2015. Class A 000’s

Class B 000’s

Class C 000’s

Class D 000’s

Class E 000’s

Total 000’s

Shares issued (first closing)

50,000

33,000

27,000

-

-

110,000

Shares in issue 30 September 2015

50,000

33,000

27,000

-

-

110,000

US$3,750

US$2,475

US$2,025

-

-

US$8,250

7.5% called to date

Classes A, B, C, D and E Shares are the same in all respects except for the minimum subscription amount and their fee structure, discussed in Note 4 below.

4. Fees and expenses Management fee During the period the AIFM and Aberdeen SVG Private Equity Advisers Limited (the “Investment Adviser”) were entitled to receive an annual fee (the “management fee”), split 25% and 75% respectively, equal to: (i)

(ii)

For the period from the First Closing Date to the fifth anniversary of the Final Closing Date the sum, per annum, of 0.475% of the Total Subscriptions (Committed capital) of the A Shares, 0.575% of the Total Subscriptions of the B Shares; 0.65% of the Total Subscriptions of the C Shares or D Shares and 0.75% of the Total Subscriptions of E Shares; and Thereafter, the sum, per annum of 0.30% of the Adjusted Net Asset Value, as set out below, of the A Shares, 0.45% of the Adjusted Net Asset Value of the B Shares 0.55% of C Shares and D Shares and 0.65% of the Adjusted Net Asset Value of E Shares. The Adjusted Net Asset Value shall in each case be the most recently published Net Asset Value per Share adjusted to exclude therefrom: (1) any current or accrued liability for derivatives or borrowings incurred by the Company; and (2) any cash at bank and short-term deposits of the Company provided that, for the purposes of calculating the management fee only, the Adjusted Net Asset Values of the A Shares, B Shares, C Shares, D Shares and E Shares shall not exceed the Total Subscriptions in respect of the relevant Class of Shares.

The management fee is payable quarterly in advance and is calculated, where appropriate, by reference to the most recently calculated Adjusted Net Asset Value of the Company attributable to the relevant share class at the most recent valuation point.

4. Fees and expenses Management fee (continued) Following the period end, and pursuant to the change in Alternative Investment Fund Manager and Investment Advisers as described in note 25, the fund management fee as set out above will be payable to Aberdeen Fund Managers Limited from 30th October 2015. Administration and depositary services fees

15

Under the Administration Agreement, the Administrator is entitled to receive a fixed fee of US$125,000 per annum to be borne by the Company. This fee is subject to annual review and an automatic increase in line with UK Retail Price Index. Under the Depositary Agreement, the Depositary shall be entitled to an aggregated fixed fee based on the Commitment of the Company as set out below:  First US$100m 0.025%  Next US$100m 0.020%  Over US$200m 0.015% A minimum fee of US$3,500 per month will apply to the fee payable to the Depository. The minimum fee will be discounted to US$1,750 until 30th June 2016. The administration and depository fees are payable quarterly in arrears. By agreement with the Administrator and Depository, the Directors may approve any changes to the Administrator’s and/or Depository’s fees as they consider appropriate. In addition, the Administrator and the Depository are entitled to be reimbursed their reasonable and properly incurred out-of-pocket expenses including the charges of any sub-custodian (which will be charged at normal commercial rates).

5. Contribution interest Subscriptions made pursuant to applications received on or prior to the First Closing Date were not subject to interest. Subscriptions made pursuant to applications received after the First Closing Date will be subject to interest (“Relevant Interest”) on the portion of the Issue Price payable on application at an annual rate of LIBOR plus 2% (fixed at the First Closing Date) per annum calculated daily from the First Closing Date to the relevant Subsequent Closing Date. All Relevant Interest will be credited to the Company. No interest has been accrued during the period (31 March 2015: US$Nil).

6. Operating expenses 

For the period ended 30 September 2015 US$’000

For the period ended 30 September 2014 US$’000

For the year ended 31 March 2015 US$’000

301 63 40 25 15 12 11 10 8 (1) 484

157 31 70 4 25 14 6 8 25 37 377

459 94 70 28 36 18 16 74 324 39 1,158

  Management fees  Administration fees Loan arrangement fees Loan commitment fees Directors’ fees Audit fees Depositary service fees Sundry expenses  Legal and professional fees Underlying management fees/expenses outside commitment  Total operating expenses

7. Net gain/(loss) on financial assets and liabilities For the period ended 30 September 2015 US$’000 25 190 215

 Investment income Fair value gain/(loss) on investment  Net gain/(loss) on financial assets and liabilities

8. Investments

16

For the period ended 30 September 2014 US$’000 (195) (195)

For the year ended 31 March 2015 US$’000 20 (170) (150)

For the period ended 30 September 2015 US$’000

For the year ended 31 March 2015 US$’000

5,130 (19) (53)

5,300 -

190 5,248

(170) 5,130

30 September 2015 US$’000

31 March 2015 US$’000

1,368 88 1,456

1,033 3 14 1,050

30 September 2015 US$’000

31 March 2015 US$’000

Administration fees

31

94

Directors’ fees

22

21

Depositary services fees Audit fees Legal fees Loan commitment fees Sundry expenses Loan interest due Total creditors

5 9 8 3 2 80

16 18 3 8 8 168

Opening market value of investment Capital calls/Return of excess capital Capital distributions Gains/(losses) Unrealised Closing market value of investment

9. Cash and cash equivalents Cash and money market funds Northern Trust US$ account Northern Trust GBP£ account Northern Trust EUR€ account Cash and cash equivalents Cash earns interest at variable rates which may be negative.

10. Creditors (amounts falling due within one year)

11. Short-term Loan payable The Company has the following revolving credit facility with the Lloyds Bank plc Facility US$’000 20,000

Lloyds Bank plc

Undrawn at 30 September 2015 US$’000 20,000

Drawn at 30 September 2015 US$’000 -

As at 30 September 2015, the Company had US$NIL borrowings (31 March 2015: US$4,600,000). Interest due at the end of the period was US$NIL (31 March 2015: US$7,770). Arrangement fees of US$40,000 (31 March 2015: US$70,000) were paid during the period. Loan commitment fees of US$25,555 (31 March 2015: US$28,333) were paid during the period with US$3,333 (31 March 2015: US$3,056) due at the period end. On 7 September the facility was renewed until the 5 September 2016. Loan Interest The rate of interest on each loan for each period is the percentage rate per annum which is the aggregate of the applicable: a) Margin (1.75% per annum); and b) LIBOR or, in relation to any loan in euro, EURIBOR. 17

12. Comparative statistics Unaudited 30 September 2015 No. of shares

Net asset value per share US$

Net asset value US$’000

50,000,000 33,000,000 27,000,000 -

0.06114 0.05988 0.05893 -

3,057 1,976 1,591 6,624

Class A Class B Class C Class D Class E Total net asset value

The cost of all shares issued is US$0.075 per share. Audited 31 March 2015 No. of shares

Net asset value per share US$

Net asset value US$’000

50,000,000 33,000,000 27,000,000 -

0.01340 0.01264 0.01207 -

670 417 325 1,412

Class A Class B Class C Class D Class E Total net asset value

The cost of all shares issued is US$0.025 per share.

13. Related party transactions Management fees of US$301,375 (Year ended 31 March 2015: US$458,668) were paid during the period, with US$226,031 (Year ended 31 March 2015: US$344,001) paid to the Investment Adviser and US$75,344 (Year ended 31 March 2015: US$114,667) paid to the AIFM. On 27 June 2014 Aberdeen Asset Management plc and the Investment Adviser committed US$6,500,000 and US$15,500,000 to the Company respectively. James Witter who is a Director of the Company is also a Senior Investment Manager at Aberdeen Private Equity.

14. Derivatives and financial instruments The investment objective of the Company is to achieve long-term capital growth for shareholders by investing principally in a globally diversified portfolio of primary and secondary investments. The Company holds financial instruments which at any one time may comprise the following: – Securities held in accordance with the investment objectives and policies; and – Cash and short-term debtors and creditors arising directly from operations. A more detailed review of the portfolio activity for the period is available in the Activity Report. Investments listed on the Schedule of Investments are stated at fair value as described in Note 2. The valuation policy for the Company’s assets and liabilities is disclosed on pages 12 and 13. IFRS 7 requires enhanced classification and disclosures about financial instruments carried at fair value. IFRS 7 establishes a fair value hierarchy for the inputs used in valuation models and techniques used to measure fair value. Fair value represents the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date (an exit price). The three levels of the fair value hierarchy under IFRS 7 are described below:

18

Level 1

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3

Inputs that are unobservable.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The AIFM, with the support of the Investment Adviser, applies a due diligence procedure for selecting and monitoring the underlying funds in accordance with both qualitative and quantitative criteria. The AIFM shall only select underlying funds whose investment restrictions make it possible for them to comply with the Company’s restrictions and guidelines and which reflect the liquidity requirements of the Company. The AIFM regularly monitors the underlying funds with regard to their adherence to the set investment strategy and style, their performance and their exposure to adverse market developments. The investee funds were managed by unrelated asset managers and applied various investment strategies to accomplish their respective investment objectives. All of the Company's investments have been classified within level 3 as they have unobservable inputs and as they trade infrequently or not at all. The valuation techniques used by the Company are explained in the accounting policies set out in Note 2 and above. The following table presents the investments carried on the Statement of Financial Position by level within the valuation hierarchy as at 30 September 2015 and 31 March 2015. 30 September 2015 31 March 2015 US$’000 US$’000 Level 1 Level 2 Level 3 5,248 5,130 Total 5,248 5,130

14. Derivatives and financial instruments (continued) The following table includes a roll forward of the amounts for the period ended 30 September 2015 for investments classified within level 3. The classification of an investment within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. As described in Note 2, the significant unobservable inputs to the valuation of the investments are the Net Asset Values (“NAVs”) of the investments as advised by their managers or administrators, adjusted for unrecognised carried interest or other approved pricing adjustments. In the current period there were no pricing adjustments applied to the NAVs of the underlying investments. The sensitivity of the Company’s NAV to movements in the valuation of the level 3 investments is given in the ‘Market Risk’ section on page 20. Fair value measurement using level 3 inputs

Opening market value of investment Capital calls/Return of excess capital Capital distributions Gains/(losses) Unrealised Closing market value of investment

19

For the period ended 30 September 2015 US$’000 5,130 (19) (53)

For the year ended 31 March 2015 US$’000 5,300 -

190 5,248

(170) 5,130

All net realised and unrealised gains and losses in the table above are reflected in the accompanying Statement of Comprehensive Income. Net unrealised gains and losses relate to those financial instruments held by the Company at 30 September 2015. The Company invests in investment funds which meet the definition of unconsolidated structured entities. The investment funds are closed ended private equity limited partnerships or investment companies which invest in underlying companies for the purposes of capital appreciation. These entities are generally financed through committed capital from limited partners or shareholders with funds being drawn down to finance investment activities. The table below sets out interests held by the Company in unconsolidated structured entities as at 30 September 2015. The maximum exposure to loss is the current carrying amount of financial assets held along with uncalled committed capital relating to those investments.

Number of funds

Total net assets of funds US$’000*

Financial assets at fair value through profit or loss - Private equity funds

2 1,607,067 * Based on latest available information from the underlying fund

Carrying amount US$’000

Uncalled Commitments US$’000

Maximum loss exposure US$’000

5,248

14,531

19,770

Other than the drawdown of uncalled commitments during the period, the Company did not provide financial support to unconsolidated structured entities. Other than uncalled commitments, the Company has no intention of providing financial or other support. The Company cannot redeem its interests in other funds. The Company is exposed to a variety of financial risks in pursuing their stated investment objective and policy. These risks are defined in IFRS 7 as including credit risk, liquidity risk and market risk (which in turn includes currency risk, interest rate risk and price risk). The AIFM reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained substantially unchanged since the beginning of the period to which these Financial Statements relate. The Directors monitor all the Company’s risks with reports from the AIFM at each board meeting. Risk Management Framework The Board has appointed the AIFM to carry out certain responsibilities in relation to the portfolio and risk management of the Company. However, it remains the ultimate responsibility of the Board to ensure that the Company’s risks are appropriately monitored through the risk management framework, and to the extent that elements of this are delegated to third party service providers, the Board is responsible for ensuring that the relevant parties are discharging their duties in accordance with the terms of relevant agreements.

14. Derivatives and financial instruments Risk Management Framework (continued) The AIFM is responsible for the portfolio management function; the establishment of appropriate and consistent procedures to effect independent valuation of assets; investment performance; and product, regulatory and operational risk oversight and monitoring for the Company. The AIFM assesses the risk of the Company in the context of the Company’s strategy and objectives and ensures that appropriate and relevant investment restrictions are adopted and complied with and monitors risk carefully and by reference to models and stress-testing. For example, tolerance to leverage and the extent to which available leverage is utilised will vary during the life of the Company and will depend on numerous factors which are subject to monitoring and stress testing. In addition to the general risk factors pertaining to the Company (for example market, credit and counterparty risk), bespoke risk management procedures for the Company have also been documented as part of the risk management policy. The risk management framework includes the following arrangements to ensure that conflicting duties are appropriately and properly segregated:   

Decisions taken by the risk management function are based on reliable data sourced appropriately from third party delegates including depositories and administrators as well as from underlying fund investments and the administrators, depositories and auditors of those underlying funds; The remuneration of those engaged in the performance of the risk management function is designed to reflect the achievement of objectives that are linked to the risk management function; The risk management function is overseen by a Risk Committee and is subject to an independent review by internal audit to ensure that decisions are being arrived at independently.

20

The Depositary is responsible for oversight of the performance of the AIFM in its duties relating to the Company, along with cash monitoring and safekeeping. The Depositary reports any issues to the Board on an ad-hoc basis as they arise and also provides the Board with semi-annual reporting on their monitoring and oversight activities. The Company has no employees and outsources all functions to third party service providers. The AIFM has internal operational risk management policies and procedures in place to identify, measure, manage and monitor operational risks. These policies and procedures are facilitated via the internal risk management system which provides a platform for the convergence of governance, risk and compliance. The significant types of risk that the Company is exposed to are detailed below. Market risk Market risk is defined in IFRS 7 as the risk that the fair value of a financial instrument or its future cash flows will fluctuate because of changes in market prices. The Company will invest principally in private equity funds. There is no guarantee that sufficient suitable investment opportunity will be found for the Company to invest in, nor can there be any assurance that underlying funds will find sufficient suitable investment opportunities. There is no guarantee that the desired levels of diversification will be achieved. Investments may be made in funds domiciled in jurisdictions which do not have a regulatory regime which provides an equivalent level of investor protection as that provided under Irish law. An overview of the portfolio is provided in the Activity Report. The underlying funds will make private equity investments which involve an above average risk including a high degree of financial risk (including risk associated with relatively high leverage) and in some cases operational risk, which may give rise to the risks of insolvency and total loss of funds invested. The Company does not hedge against movements in the value of these investments. Uncertainty arises as a result of future changes in the valuation of the Company’s underlying investments, the majority of which are unquoted and therefore not readily marketable. The investments held by the Company at the period end are disclosed in the Schedule of Investments. The Company may invest in underlying funds, which may be subject to issue and redemption charges and to management, administration and incentive or performance fees, in addition to those payable directly by the Company. In addition, up to 5% of the aggregate of Net Asset Value and Uncalled Share Capital of the Company may be invested in other funds of funds which may themselves be subjected to an additional layer of fees. A geographic analysis of the underlying funds is set out in Note 20. Due diligence is performed by the Investment Adviser on the underlying funds prior to commitments being made in order to mitigate the risks outlined herein. The Investment Adviser monitors the performance and management of the funds on an ongoing basis and continues to perform due diligence on the managers of the funds. Investors however, should be aware that once a commitment has been made to a private equity fund a certain degree of risk will exist that cannot be eliminated.

14. Derivatives and financial instruments Market Risk (continued) A sensitivity analysis has been performed on the valuations of the investee companies, assuming a 10% uplift or write down of investments the results of which are set out in the table below. 30 September 2015 31 March 2015 Hypothetical Hypothetical Hypothetical Hypothetical fair value Fair fair value fair value (10% Fair fair value (10% writevalue (10% uplift) write-down) value (10% uplift) down) US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Net assets

6,624

7,149

6,099

1,412

1,925

899

Currency Risk Currency risk is defined in IFRS 7 as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk as assets and liabilities of the Company may be denominated in a currency other than the functional currency of the Company. The Company will be making investments in currencies other than the US$ and may be affected favourably or unfavourably by changes in exchange rates. The Company may be subject to exchange-control regulations and may incur transaction costs in connection with conversions between currencies.

21

A 10% movement of the US$ against EUR and GBP as at 30 September 2015 which management considers as a reasonable possible change in foreign exchange, would have increased/decreased the net asset value by the amount shown below. This table is not performed on a look-through basis. 30 September 2015 Hypothetical Hypothetical 10% 10% increase in decrease in Fair exchange exchange value rate rate US$’000 US$’000 US$’000

31 March 2015

Fair value US$’000

Hypothetical 10% increase in exchange rate US$’000

Hypothetical 10% decrease in exchange rate US$’000

Assets Investments at fair value Cash and cash equivalents Total assets

5,248 1,456 6,704

5,343 1,466 6,809

5,170 1,448 6,618

5,130 1,050 6,180

5,246 1,052 6,298

5,036 1,048 6,084

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

80 80 6,624

85 85 6,724

77 77 6,541

168 4,600 4,768 1,412

172 4,600 4,772 1,526

164 4,600 4,764 1,320

14. Derivatives and financial instruments Currency Risk (continued) The table below summarises the Company’s exposure to currency risks. 30 September 2015

Eurozone GBP

Investments* US$’000

Cash US$’000

Accrued expenses US$’000

Total US$’000

861

88

(38) (1)

(38) 948

(39)

910

861 88 * Investments are non-interest bearing 31 March 2015

Eurozone GBP

Investments* US$’000

Cash US$’000

Accrued expenses US$’000

Total US$’000

1,039

14 3

(39) -

(25) 1,042

1,039 * Investments are non-interest bearing

17

(39)

1,017

At 30 September 2015, had other non US$ currencies to which the Company is exposed strengthened by 10% versus the US$ with all other variables held constant, the increase in net assets attributable to holders of redeemable shares per the Statement of Financial Position would amount to US$100,000 (31 March 2015: US$114,000). At 30 September 2015, had other non US$ currencies to which the Company is exposed weakened by 10% versus the US$ with all other variables held constant, the decrease in net assets attributable to holders of redeemable units per the Statement of Financial Position would amount to US$83,000 (31 March 2015: US$92,000). The Company does not normally hedge against foreign currency movements affecting the value of its investments, but takes account of this risk when making investment decisions. Interest rate risk Interest rate risk is defined in IFRS 7 as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The majority of the Company’s financial assets and liabilities are non-interest 22

bearing. As a result, the Company is not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates. Drawings on the loan facility accrue interest at fixed rates.

Interest rate exposure 30 September 2015 Non interest bearing financial assets US$’000

Fixed rate interest assets US$’000

Floating rate financial assets US$’000

Assets Investments at fair value Cash and cash equivalents Total assets

5,248 5,248

-

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

80 80 5,168

-

31 March 2015

Total US$’000

Non interest bearing financial assets US$’000

Fixed rate interest assets US$’000

Floating rate financial assets US$’000

Total US$’000

1,456 1,456

5,248 1,456 6,704

5,130 5,130

-

1,050 1,050

5,130 1,050 6,180

1,456

80 80 6,624

168 168 4,962

-

4,600 4,600 (3,550)

168 4,600 4,768 1,412

14. Derivatives and financial instruments Over-commitment risk As set out in the offering memorandum, the Company has adopted an over-commitment strategy of up to 110% of total subscriptions. This strategy is sensitive to three factors: the rate of cash calls from underlying funds, the rate of distributions from realised fund investments and the movement in exchange rates. Furthermore, each of these factors depends upon the wider economy in which the Company operates and are therefore impossible to control or predict with certainty. Liquidity risk Liquidity risk is defined in IFRS 7 as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities as they fall due. The nature of investing in private equity funds entails making significant financial commitments, as shown in Note 19. It is anticipated that over the longer term, and in normal circumstances, commitments and any loan drawings would be financed by distributions received on the realisation of existing investments, uncalled equity and out of current financial resources. A short term credit facility has been arranged to the value of US$20,000,000 million (Note 11) should it be required. At 30 September 2015, the Company had US$NIL borrowings (31 March 2015: US$4,600,000). Commitment fees of US$25,555 (31 March 2015: US$28,333) were charged during the period with US$3,333 due as at 30 September 2015 (31 March 2015: US$3,056). However, a residual risk remains that the Company could be unable to meet its future commitments in full. Maturity profile by carrying value Less than 1 year US$’000 Assets Investments at fair value

-

30 September 2015 More 3 to 5 than 5 years years US$’000 US$’000 -

5,248* 23

Total US$’000

Less than 1 year US$’000

5,248

-

31 March 2015 More 3 to 5 than 5 years years US$’000 US$’000 -

5,130*

Total US$’000 5,130

Cash and cash equivalents Total assets

1,456 1,456

-

5,248

1,456 6,704

1,050 1,050

-

5,130

1,050 6,180

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

126** 126 1,330

-

5,248

126 126 6,578

190** 4,600 4,790 (3,740)

-

5,130

190 4,600 4,790 1,390

* While investments at fair value are classified as maturing in more than 5 years it is likely that some distributions will be received prior to this. ** Includes US$46k (31 March 2015: US$22k) of Loan Commitment fees, which, while not due on 30 September 2015 the Company has committed to pay within a year period. The gross contractual cash flows from investments at fair value through profit or loss will vary in accordance with future movements in the value of these investments. The exact timing of the receipt of these investments is not fixed and is at the discretion of the managers of the respective funds. Likewise the exact timing of the payment of the uncalled commitments is not fixed and is payable as and when calls are received from the respective funds. The Directors monitor the Company’s risk profile with regular reports from the Investment Adviser. Trading in Shares may be effected only on a matched-bargain basis and there may not be an active secondary market in the Shares. The Company is closed-ended, repurchases are not permitted except at the instigation of the Company and Shareholders do not have the right to require the Company to repurchase their Shares. Investments in Underlying Funds are not readily marketable and may be difficult to realise. Underlying Funds’ own investments will have similar characteristics.

14. Derivatives and financial instruments Credit risk Credit risk is defined in IFRS 7 as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to a credit risk on parties with whom it trades and will also bear the risk of settlement default. All of the cash assets are held with the Northern Trust Company, London Branch (“NTCLB”). Cash deposited with NTCLB is deposited as banker and is held on its Statement of Financial Position. Accordingly, in accordance with usual banking practice, NTCLB’s liability to the Company in respect of such cash deposits shall be that of debtor of the Company and will rank as a general creditor of NTCLB. The financial assets are held with the Depositary, Northern Trust Fiduciary Services (Ireland) Limited. These assets are held distinct and separately from the proprietary assets of the Depositary. Securities are clearly recorded to ensure they are held on behalf of the Company. Bankruptcy or insolvency of the Custodian or one of its agents or affiliates may cause the Company’s rights with respect to the securities held by the Custodian to be delayed. As at 30 September 2015 Northern Trust Corporation had a long term rating from Standard & Poor’s of A+.

15. Shares held in Company At 30 September 2015 three Shareholders held in excess of 10% of the Company’s Shares: 30 September 2015 Number of shares % Holding Oslo Pensjonsforsikring AS 50,000,000 45.45 Aberdeen SVG Private Equity Advisers Ltd 15,500,000 14.09 State Street Nominees Ltd A/C 2CM8 15,000,000 13.64

31 March 2015 Number of shares % Holding 50,000,000 45.45 15,500,000 14.09 15,000,000 13.64

16. Statement of portfolio movements A statement of changes in the composition of the investment portfolio will be issued to shareholders, free of charge, on request.

17. Exchange rates The following are the exchange rates to the US$ used at the balance sheet date.

24

30 September 2015 equivalent of US$1 0.89494 0.66105

Eurozone € GBP £

31 March 2015 equivalent of US$1 0.93002 0.67413

18. Commitments Commitment by currency exposure: 30 September 2015 Commitments (local currency) 000’s United States US$ Great British Pound GBP£

30 September 2015 Commitments US$’000’s

10,000 6,500

10,000 9,833 19,833

31 March 2015 Commitments (local currency) 000’s

31 March 2015 Commitments US$’000’s

10,000 6,500

10,000 9,642 19,642

19. Uncalled commitments Currency exposure:

Currency

30 September 2015 uncalled commitments (local currency) 000’s

30 September 2015 uncalled commitments US$’000’s

31 March 2015 uncalled commitments (local currency) 000’s

31 March 2015 uncalled commitments US$’000’s

5,733 5,816

5,733 8,798 14,531

5,799 5,761

5,799 8,546 14,345

United States US$ Great British Pound GBP£

20. Geographic analysis (by underlying fund domicile) North America Europe

30 September 2015 US$’000* 4,387 861 5,248 * By fund value.

% 83.59 16.41 100.00

31 March 2015 US$’000* 4,091 1,039 5,130

% 79.75 20.25 100.00

30 September 2015 US$’000* 5,248 5,248 * By fund value.

% 100.00 100.00

31 March 2015 US$’000* 5,130 5,130

% 100.00 100.00

21. Fund focus Buyout

22. Soft commissions It is not currently intended that any soft commission arrangements will be made in respect of the Company. In the event that the AIFM or any of their subsidiaries, affiliates, associates, agents or delegates do enter into soft commission arrangements they shall ensure that (i) the broker or counterparty to the arrangement will agree to provide best execution to the Company; (ii) that the benefits under the arrangements shall be those which assist in the provision of investment services to the Company and (iii) brokerage rates will not be in excess of customary institutional full service brokerage rates.

23. Underlying investment fees 25

The Company’s share of management fees and other expenses paid by the underlying funds for the period is approximately US$52,000 (31 March 2015: US$57,000. Fees charged within the underlying funds are generally based on total committed capital or net assets after the initial investment period. The fee rates charged on the funds in which the Company invest in are between1.5% and 1.75% per annum. The underlying funds that the Company has committed to are unregulated.

24. Employees There are no employees in the Company.

25. Subsequent events On 27 October 2015 the Company changed its name from Aberdeen SVG Private Equity Fund of Funds plc to Aberdeen Private Equity Global Fund of Funds plc. On 30 October 2015, the Company’s AIFM was changed from Aberdeen SVG Private Equity Managers Limited to Aberdeen Fund Managers Limited. On the same day the Company terminated its agreement with the Investment Adviser and Aberdeen Asset Managers Limited was appointed as Investment Manager. No other significant events have occurred in respect of the Company subsequent to the year end that may be deemed relevant to the accuracy of these Financial Statements.

26. Events during the period There was a call of 5% of the Issue Price on 14 May 2015. The Company extended the initial offer period to the end of March 2016. On 30 June 2015 Aberdeen Asset Management PLC (“Aberdeen”) completed its purchase of SVG Capital plc’s stake in their joint venture vehicle, Aberdeen SVG Private Equity Managers Limited, the AIFM of the Company and the parent company of the Investment Adviser. This means that the AIFM and the Investment Adviser are now wholly-owned by Aberdeen.

27. Directors’ remuneration Directors’ fees of US$15,332 have been charged for the period ended 30 September 2015 (Year ended 31 March 2015: US$36,256). The Director employed by Aberdeen SVG Private Equity Advisers Limited is not entitled to fees and received no payment in respect of their services to the Company.

28. Life of the Company Unless the life of the Company is terminated early, the Company will have a finite life of 15 years from the Final Closing Date following which it will be liquidated.

29. Approval of Financial Statements The Directors approved the Financial Statements on 20 November 2015.

26

Schedule of Investments as at 30 September 2015 The Company’s total commitments and market value are as follows: Commitments (Local currency) 000’s

Fair Value US$ 000’s

% of NAV

US$10,000 GBP£6,500

4,387 861

66.23 13.00

Total investments

5,248

79.23

Other net assets

1,376

20.77

Total net assets

6,624

100.00

Investments (since inception) CCMP Capital Investors III LP Exponent Private Equity Partners III

27

AIFMD Disclosures (Unaudited) Report on remuneration The AIFMD Remuneration requirements are specific in advising firms that the disclosure of Remunerated Code staff remuneration is to be based on a full accounting period. As such relevant disclosures will be included as at the 31 March 2016 year end.

Leverage The Company may employ leverage and borrow cash in accordance with is stated investment policy or investment strategy. The use of borrowings and leverage has attendant risk and can, in certain circumstances, substantially increase the adverse impact to which the Company’s investment portfolio may be subject to. For the purposes of this disclosure, leverage is any method by which the Company’s exposure is increased, whether through borrowing of cash or securities, or leverage embedded in foreign exchange forward contracts or by any other means. The AIFMD requires that each leverage ratio be expressed as a ratio between a Company’s exposure and its NAV, and prescribes two required methodologies, the gross methodology and the commitment methodology (as set out in the AIFMD Level 2 Implementation Guidance), for calculating such exposure. Using the methodologies prescribed under the AIFMD, the leverage of the Company is detailed in the table below:

Leverage ratio

Commitment leverage as at 30 September 2015 0.81

Gross leverage as at 30 September 2015 0.81

Other risk disclosures The risk disclosures relating to the risk framework of the Company are set out in Note 14 of the Financial Statements on pages 19 to 25.

Pre investment disclosures The AIFMD requires certain information to be made available to investors in the AIFs before they invest and requires that material changes to this information be disclosed in the annual report of the AIF. The information required under AIFMD Article 23 Supplemental Disclosures, covering the Company’s investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information can be found in the Offering Memorandum of the Company, as amended by a first addendum dated 11 June 2015 and a second addendum dated 2 November 2015, which can be obtained from the AIFM on request. Other than those reflected in these Financial Statements, there have been no material changes to this information requiring disclosure.

28

Important Information The Fund is a closed-ended investment company. Shares of the Fund have not been and will not be registered under any securities laws of the United States of America or any of its territories or possessions or areas subject to its jurisdiction and, absent an exemption, may not be offered for sale or sold to nationals or residents thereof. All or most of the protections provided by the UK regulatory system do not apply to investment in the Fund and compensation under the UK Financial Services Compensation Scheme will not be available. The offering of shares in certain jurisdictions may be restricted and accordingly persons are required by the Fund to inform themselves of and observe any such restrictions. The Fund is listed on the Irish Stock Exchange. The market price of shares in the Fund fluctuates independently of their net asset value and can be at a discount or a premium to net asset value at different times, depending on supply and demand, market conditions, general sentiment and other factors and investors may not get back the amount originally invested. Past performance is no indication of future performance. For a fuller explanation of the risk factors please refer to the offering memorandum. The material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. The material is not intended to provide, and should not be relied on for, accounting, legal or tax advice, or investment recommendations. Potential counterparties are advised to independently review and/or obtain independent professional advice and draw their own conclusions regarding the economic benefit and risks of investment in the Fund and legal, regulatory, credit, tax and accounting aspects in relation to their particular circumstances. Distribution of this document does not oblige the Fund, the AIFM, the Investment Advisor or any other party to enter into any transaction. Information herein is believed to be reliable but none of the Fund, the AIFM or the Investment Adviser warrants as to its completeness or accuracy. This does not exclude or restrict any duty or liability applicable to the Fund, the AIFM or the Investment Adviser under law or regulation.

29

APPENDIX 5 : ANNUAL FINANCIAL STATEMENTS The form of the Audit Report and the context in which the report is included in the Registration Document has been included with the consent of PricewaterhouseCoopers

Aberdeen SVG Private Equity Fund of Funds plc (Formerly SVG Private Equity Fund V plc) Annual Report and Accounts 2015 For the year ended 31 March 2015

78

Investment Objective The Company Aberdeen SVG Private Equity Fund of Funds plc (the “Company”) is an Irish closed-ended investment company.

Investment objective The Company’s investment objective is to achieve long term capital growth by investing principally in a globally diversified portfolio of primary investments and secondary investments8.

Important information This report contains confidential information. The information contained herein is for use only by the recipient. By reading the information contained herein, each recipient agrees that this information (i) shall be used solely in connection with its investment in the Company and shall not be used for any other purposes, (ii) shall not, without the prior express written consent of the Company be reproduced in any manner for, or disclosed to, any other person, other than its investment, legal or tax advisers (who may use the information solely for purposes relating to the recipient’s investment in the Company), and (iii) shall be retained for only so long as is necessary. None of the information herein has been prepared, reviewed or approved by the General Partners of the underlying funds.

Fund size Domicile/ structure Listed Sedol/ISIN

Investment period ends Reporting calendar Next report and accounts To be published General enquiries Primary contact

8

US$110.0 million (at first close) Irish closed-ended investment company

First close: 27 June 2014

Irish Stock Exchange B8JVYN0 / IE00B8JVYN07 Aberdeen SVG Private Equity Fund of Funds - A Shares B7X67S0 / IE00B7X67S02 Aberdeen SVG Private Equity Fund of Funds - B Shares BNG8R18 / IE00BNG8R184 Aberdeen SVG Private Equity Fund of Funds - C Shares Three years from final close

Reporting currency: US dollar

31 March (year end - audited) 30 September (interim - unaudited) 30 September 2015

Quarterly updates March, June, September, December

November 2015 Charlotte Edgar Aberdeen SVG Private Equity Advisers Limited Bow Bells House, 1 Bread Street London EC4M 9HH Tel: +44 (0)20 3680 0170 [email protected]

Primary investments take the form of interests in private equity funds (including distressed debt funds) acquired directly by the Fund from the issuer on subscription. Secondary investments take the form of interests in private equity funds (including distressed debt funds) acquired from a third party (other than by subscription) or debt interests secured on private equity assets acquired from a third party

79

Administrator

Elaine McWeeney Northern Trust International Fund Administration Services (Ireland) Limited Ground Floor, Block A City East Plaza Towleston, Ballysimon Limerick Ireland Tel: +353 1 542 2103 [email protected]

80

Contents Page Directors

2

Company Information

3

Activity Report

4

Directors’ Report

7

Depositary’s Report

11

Independent Auditors’ Report

12

Statement of Comprehensive Income

14

Statement of Financial Position

15

Statement of Changes in Net Assets Attributable to Shareholders

16

Statement of Cash Flows

17

Notes to the Financial Statements

18

Schedule of Investments

33

AIFMD Disclosures

34

1

Directors Gerald Brady* was appointed a Director and Chairman of the Company on 19 June 2014. He is an independent, non-executive director and consultant in the regulated, international financial services industry. Gerald has over 25 years’ experience in the funds industry, both as a director and full-time executive, and has held senior executive management positions in Bank of Bermuda, Capita Financial Group and Northern Trust. Gerald has worked both abroad and in Ireland and is a past Council member of the Irish Funds Industry Association (IFIA) and former Executive Board member of Financial Services Ireland/Irish Business and Employers Confederation (FSI/IBEC). Gerald has a First Class Honours degree in Economics and is a Fellow of the Institute of Chartered Accountants of Ireland (FCA) and a Chartered Financial Analyst (CFA). Michael K Griffin* was appointed a Director of the Company on 19 June 2014. He has over 30 years’ experience in the financial sector. For the past 15 years he has been a non-executive director of fund companies in Dublin and Luxembourg where he worked with some of the leading sponsors in the sector. Most of his executive experience was with the wholesale arm of the Ulster Bank Group in Dublin where he served on the board and management committee of Ulster Investment Bank Limited for 12 years. In his role he managed the Treasury trading of the bank which included sovereign debt, money markets and foreign exchange. He was Chairman of the Irish Bankers Federation EMU Capital Markets Committee from 1996 to 1999. He is a fellow of the Institute of Bankers in Ireland. James Witter is a senior product specialist at Aberdeen SVG Private Equity Advisers Limited and a member of the investment team working on the management of existing fund vehicles, in particular the Schroder Private Equity Fund of Fund and SVG Diamond programmes. James is also responsible for the development of new products and investment solutions for institutional clients and General Partners. James has over 20 years’ experience within the debt and equity capital markets, having held senior positions at Merrill Lynch, Dresdner Kleinwort Benson and Nomura where he was Head of Private Equity Capital Markets before becoming Head of UK and Ireland, Global Markets Europe. James has an MBA from the LondonBusiness School and graduated with an MA in Natural Sciences from St Catharine’s College, Cambridge. * Non-Executive Directors independent of the Alternative Investment Fund Manager (“AIFM”) and Investment Adviser

Registered Office Georges Court 54-62 Townsend Street Dublin 2 Ireland

2

Company Information AIFM Aberdeen SVG Private Equity Managers Limited Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Investment Adviser Aberdeen SVG Private Equity Advisers Limited Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Secretary, Administrator and Registrar Northern Trust International Fund Administration Services (Ireland) Limited Georges Court 54-62 Townsend Street Dublin 2 Ireland Depositary Northern Trust Fiduciary Services (Ireland) Limited Georges Court 54-62 Townsend Street Dublin 2 Ireland Legal Advisers to the Fund as to Irish Law A & L Goodbody International Financial Services Centre North Wall Quay Dublin 1 Ireland Independent Auditors PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland Listing Sponsor A & L Listing Limited 25/28 North Wall Quay Dublin 1 Ireland

3

Activity Report Overview Aberdeen SVG Private Equity Fund of Funds plc (“ASPEFoF” or the “Fund”) held a first close in June 2014 with total subscriptions of US$110.0 million. The Fund’s investment objective is to achieve long term capital growth for shareholders by investing principally in a globally diversified portfolio of primary and secondary investments9. This Annual Report and Accounts covers the period 1 April 2014 to 31 March 2015 (the “reporting period”). Fund summary at 31 March 2015 On first closing of the Fund on 27 June 2014, shareholders were called 2.5% of their total committed capital, equal to US$2.8 million. No further calls were made during the reporting period, leaving shareholders 2.5% called as at 31 March 2015. At the reporting date of 31 March 2015, ASPEFoF had made two commitments to underlying funds totalling $19.6 million (using 31 March 2015 exchange rates). The net asset value (“NAV”) of the Fund has decreased since inception, as we might expect, due to the impact of formation costs, operating expenses and management fees (both at the underlying fund and Fund level) on a small portfolio of underlying assets, the majority of which are held at cost. This is a typical pattern for the early years of a private equity fund (known as the “Jcurve”) and we would expect the impact of these fees to reduce as the number of underlying assets rises and the value of these investments increases as they mature. Therefore, as at 31 March 2015, the Fund’s NAV was US$1.4 million. Fund performance since inception Original Fund size (first close) Equity called as at 31 March 2015 (2.5%) NAV as at 31 March 2015

US$110.0 million US$2.8 million US$1.4 million

NAV per share As at 31 March 2015, shareholders in ASPEFoF had paid in 2.5% of their original equity commitments (US$2.8 million). At the reporting date the Fund had net assets of US$1.4 million, equating to an NAV per share as follows: A Shares B Shares C Shares

31 March 2015 US$0.01340 US$0.01264 US$0.01207

Liquidity position and post balance sheet events As at 31 March 2015, ASPEFoF’s uncalled commitments to underlying funds of US$14.3 million, were fully covered by cash and cash equivalents of US$1.1 million, an available credit facility from Lloyds Bank plc of US$15.4 million10 (drawn US$4.6 million at 31 March 2015) and uncalled equity commitments from shareholders of US$107.2 million. The Fund has made one further call from shareholders since the reporting date, equivalent to 5% of original commitments (value date of 14 May 2015). Following this call, shareholders have paid 7.5% of their original commitments to the Fund. With a private equity fund of funds it is difficult to precisely predict when we will call additional capital from shareholders, as this will be dependent on the pace of activity of the underlying funds. At this stage, we envisage we will call approximately 5%

9

Primary investments take the form of interests in private equity funds (including distressed debt funds) acquired directly by the Fund from the issuer on subscription. Secondary investments take the form of interests in private equity funds (including distressed debt funds) acquired from a third party (other than by subscription) or debt interests secured on private equity assets acquired from a third party

10

Available subject to its terms

4

of shareholders’ original equity commitments between now and Q1 201611. We continue to monitor ASPEFoF’s cash position and will ensure we give shareholders as much notice as possible ahead of any call12.

Portfolio performance summary 12 months to 31 March 2015 Opening valuation Calls paid Capital distributions Income distributions Gain / (loss) on portfolio Closing portfolio as at 31 March 2015 Total return on the portfolio

US$5.3 million (US$0.2) million US$5.1 million (3.6)%

ASPEFoF made two commitments in the 12 months to 31 March 2015: US$10.0 million to CCMP Capital Investors III, L.P. (“CCMP III”) and £6.5 million to Exponent Private Equity Partners III (“Exponent III”). CCMP III is a US$3.6 billion mid-market buyout and growth equity vehicle. The strategy of the fund is to invest in US and European mid-market companies with equity requirements of between US$100 million and US$400 million across CCMP’s four preferred sectors: consumer/retail, industrials, energy and healthcare. CCMP seeks to originate deals through its subsector research process and then add value through its operating partner model which has former CEOs working alongside private equity executives at all stages of the process. CCMP III has invested in six portfolio companies to date, and was 42% drawn at 31 March 2015. Exponent Private Equity Partners III is £1 billion fund that will focus on investments in the UK upper mid-market across a broad range of sectors, specifically businesses with an enterprise value of between £75 million and £350 million. The strategy is to invest in companies with a strong market position whose development has historically been constrained, but where there is the potential for transformation during Exponent’s period of ownership. The fund has invested in one portfolio company to date, bringing the fund to 11% drawn at 31 March 2015. Since these two funds are at the early stages of their life cycles and in the process of building their portfolios, as at 31 March 2015 there were seven companies in the underlying portfolio. We are purposely taking a measured approach to selecting managers in the current environment. However, we are working on a number of opportunities that we have the ability to complete within the next financial year and remain comfortable that we can fully allocate the fund to quality managers during its investment period. There is no shortage of manager opportunities and we remain focused on trying to identify those with the best potential. Risks and uncertainties In accordance with the EU Transparency Directive, we consider the specific risks and uncertainties for the year from 1 April 2015 to 31 March 2016 to be as follows: Market risk We believe that the underlying portfolio could be negatively impacted over the next 12 month period in the event adverse macroeconomic conditions develop. Currency risk ASPEFoF will make commitments in currencies other than the US dollar (notably euro) therefore these commitments may be affected favourably or unfavourably by changes in currency rates over time. The Fund does not hedge against foreign currency, but takes into account this risk when commitments are made. Valuation risk

11

Projected calls are indicative only and the amount and timing could be subject to change

12

At least 10 business days

5

The underlying portfolio of investments is included in the Statement of Financial Position at Fair Market Value (“FMV”) as determined by the underlying GPs unless the Directors consider such valuations to be inappropriate. For further information relating to the valuation of the underlying portfolio please refer to Note 2 ‘Accounting Policies’ on pages 16 to 18 of this report. Corporate and Fund update On 30 June 2015 Aberdeen Asset Management PLC (“Aberdeen”) completed its purchase of SVG Capital plc’s stake in their joint venture vehicle, Aberdeen SVG Private Equity Managers Limited, the AIFM of the Fund and the parent company of the Investment Adviser. This means that the AIFM and the Investment Adviser are now wholly-owned by Aberdeen. In accordance with the standard Aberdeen group approach to fund management, the AIFM delegated the risk management function for the Fund to Aberdeen Asset Fund Management Limited on 30 June 2015. ASPEFoF remains open for additional shareholder subscriptions and will be holding a final close in the first half of 2016. Aberdeen SVG Private Equity Advisers Limited 21 July 2015

6

Directors’ Report The Directors submit their report together with the audited Financial Statements for the year ended 31 March 2015.

Activities A detailed review of the Company’s activities for the year ended 31 March 2015 is included in the Activity Report on pages 4 to 5. On 14 May 2014 the Company changed its name from SVG Private Equity Fund V plc to Aberdeen SVG Private Equity Fund of Funds plc.

Review of business and future developments The Company is a closed-ended Company with variable capital which has been authorised by the Central Bank of Ireland. There was no change in the nature of the Company’s business during the year. A detailed review of the performance of the Company and future developments can be found in the Activity Report on pages 4 to 5.

Risk management objectives and policies The principal risks and uncertainties that the Company faces can be found in Note 14 on pages 22 to 27.

Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the audited Financial Statements in accordance with applicable Irish law and International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. Irish company law requires the Directors to prepare financial statements for each financial period that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; and - state whether they have been prepared in accordance with IFRS; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements are prepared in accordance with IFRSs as adopted by the European Union and comply with the Irish Companies Act 2014, the European Union (Alternative Investment Fund Managers) Regulations 2013 and EU Commission Delegated Regulation No. 231/2013. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The measures taken by the Directors to secure compliance with the Company’s obligation to keep adequate accounting records are the use of appropriate systems and procedures and the employment of competent persons. The books of account of the Company are maintained at Northern Trust International Fund Administration Services (Ireland) Limited, Georges Court, 54-62 Townsend Street, Dublin 2, Ireland.

Results The results of the operations for the year are set out in the Statement of Comprehensive Income on page 12.

Subsequent events A further 5% of the Issue Price was called on 14 May 2015. No other significant events have occurred in respect of the Company subsequent to the year end that may be deemed relevant to the accuracy of these Financial Statements.

Dividends 7

The Directors do not recommend the payment of a dividend.

Directors The names of the persons who are current Directors are set out on page 2.

Directors’ and secretary’s interests No Director had at any time during the year, a material interest in any contract of significance, subsisting during or at theend of the year, in relation to the business of the Company except as stated in Note 13.

Transactions involving Directors There were no contracts or arrangements of any significance in relation to the business of the Company in which the Directors had any interest, as defined in the Companies Act, 2014, at any time during the year.

Transactions with connected parties All transactions with connected parties are required to be carried out at arm’s length and in the best interest of shareholders. A connected party (as defined by the AIFMD rulebook) is the promoter, AIFM, trustee, investment adviser and/or associated or group companies. The Board of Directors of the Company are satisfied that there are arrangements in place to ensure that this requirement is applied to all transactions with connected parties, and that all transactions with connected parties during the year complied with this requirement.

Distributions No distributions were declared during the year ended 31 March 2015.

Independent auditors The Auditors, PricewaterhouseCoopers, will be re-appointed in accordance with Section 383 of the Companies Act, 2014.

Corporate governance statement The European Communities (Directive 2006/46/EC) Regulations (S.I.450 of 2009 and S.I.83 of 2010) (the “Regulations”) require the inclusion of a corporate governance statement in the Directors’ Report. Although there is no specific statutory corporate governance code applicable to Irish collective investment schemes whose shares are admitted to trading on the Irish Stock Exchange, the Company is subject to corporate governance practices imposed by: (i) (ii) (iii) (iv)

The Irish Companies Acts 2014, which are available for inspection at the registered office of the Company; and may also be obtained at http://www.irishstatutebook.ie/home.html; The Articles of Association of the Company which are available for inspection at the registered office of the Company at Georges Court, 54-62 Townsend Street, Dublin 2, Ireland and at the Companies Registration Office in Ireland; The Central Bank of Ireland in their Non - UCITS Notices and Guidance Notes which can be obtained from the Central Bank’s website at: http://www.centralbank.ie/regulation/industry-sectors/funds/Pages/default.aspx and are available for inspection at the registered office of the Company; and The Irish Stock Exchange (“ISE”) through the ISE Code of Listing Requirements and Procedures which can be obtained from the ISE’s website at: http://www.ise.ie/index.asp?locID=7&docID=-1

The Board of Directors of the Company adopted the Irish Fund Industry Association’s Corporate Governance Code (the “Code”).

Internal control and risk management systems The Board of Directors is responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company’s financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board of Directors has contracted with the Administrator to put procedures in place to ensure all relevant accounting records are properly maintained and are readily available, including production of annual and half-yearly financial statements. The annual and half-yearly financial statements of the Company are required to be approved by the Board of Directors of the Company and filed with the Central Bank and the Irish Stock Exchange. The statutory financial statements are required to be 8

audited by independent auditors who report annually to the Board on their findings. The Board of Directors evaluates and discusses significant accounting and reporting issues as the need arises.

Shareholders meetings The convening and conduct of shareholders’ meetings are governed by the Articles of Association of the Company and the Companies Act. All general meetings other than annual general meetings are called extraordinary general meetings. The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies Act. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Holders may convene an extraordinary general meeting in the same manner as that in which general meetings may be convened by the Directors. The Directors are required to convene an annual general meeting of the Company within fifteen months of the date of the previous annual general meeting. Shareholders representing not less than one-third of the paid up share capital of the Company may also request the Directors to convene a shareholders’ meeting. Not less than twenty one Clear Days’ notice of every annual general meeting and any meeting convened for the passing of a special resolution must be given to shareholders and fourteen Clear Days’ notice must be given in the case of any other general meeting unless the auditors of the Company and all the shareholders of the Company entitled to attend and vote agree to shorter notice. “Clear Days” is a term defined in the Articles of Association of the Company as “the period excluding the day when the notice is given and the day for which it is given or on which it is to take effect”. Two members present either in person or by proxy constitutes a quorum at a general meeting provided that the quorum for a general meeting convened to consider any alteration to the class rights of shares is two shareholders holding or representing by proxy at least one third of the issued shares of the relevant Fund or class. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

Composition and operation of the Board of Directors Unless otherwise determined by an ordinary resolution of the Company in general meeting, the number of Directors may not be less than two. Currently the Board of Directors of the Company is composed of three Directors, being those listed in the directory in these financial statements. The business of the Company is managed by the Directors, who exercise all such powers of the Company as are not by the Companies Act or by the Articles of Association of the Company required to be exercised by the Company in a general meeting. Niamh Ryan was appointed a Director of the Company on 19 November 2012. Mary McKenna was appointed a Director of the Company on 19 November 2012. Niamh Ryan resigned as a Director of the Company on 19 June 2014. Mary McKenna resigned as a Director of the Company on 19 June 2014. Gerald Brady was appointed a Director of the Company on 19 June 2014. James Witter was appointed a Director of the Company on 19 June 2014. Michael K Griffin was appointed a Director of the Company on 19 June 2014. A Director may, and the company secretary of the Company on the requisition of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality of votes, the chairman has a second or casting vote. The quorum necessary for the transaction of business at a meeting of the Directors is two. There are no sub-committees of the Board. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director who, being a resident of the State, is for the time being absent from the State. On behalf of the Board of Directors 9

Gerald Brady Michael Griffin 21 July 2015

10

Depositary’s Report Report of the Depositary to the Shareholders We have enquired into the conduct of Aberdeen SVG Private Equity Managers Ltd (the “AIFM”) and Aberdeen SVG Private Equity Fund of Funds Plc (the “Company”) for the year ended 31 March 2015, in our capacity as Depositary to the Company. This report including the opinion have been prepared for and solely for the shareholders in the Company as a body, in accordance with the Central Bank of Ireland AIF Rulebook, Chapter 6 iii, and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown.

Regulatory obligations of the Depositary Our regulatory obligations are outlined in: • AIFM Regulations – European Union (Alternative Investment Fund Managers) Regulations 2013 (SI No 257 of 2013) which implemented Directive 2011/61/EU into Irish Law: Chapter 4. • Commission Delegated Regulation (EU) No 231/2013: Articles 83 -102 • Chapter 6: AIF Depositary Requirements: AIF Rulebook One of those obligations is to enquire into the conduct of the AIFM and the Company in each annual accounting period and report thereon to the shareholders. Our report shall state whether, in our opinion, the Company has been managed in that period in accordance with the provisions of the constitutional documentation and the investment funds legislation. It is the overall responsibility of the AIFM and the Company to comply with these provisions. If the AIFM and the Company has not so complied, we as Depositary must state why this is the case and outline the steps which we have taken to rectify the situation.

Basis of Depositary Opinion The Depositary conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with its obligations and to ensure that, in all material respects, the Company has been managed (i) in accordance with the limitations imposed on its investment and borrowing powers by the provisions of its constitutional documentation and the appropriate regulations and (ii) otherwise in accordance with the constitutional documentation and the appropriate regulations.

Opinion In our opinion, the Company has been managed during the year, in all material respects: (i)

in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank of Ireland under the powers granted to the Central Bank of Ireland by the investment fund legislation; and

(ii)

otherwise in accordance with the provisions of the constitutional document and the investment fund legislation.

For and on behalf of Northern Trust Fiduciary Services (Ireland) Limited Georges Court 54-62 Townsend Street Dublin 2 Ireland 21 July 2015

11

Independent Auditors’ Report to the Members of Aberdeen SVG Private Equity Fund of Funds plc (“The Company”) Report on the financial statements Our opinion In our opinion, Aberdeen SVG Private Equity Fund of Funds plc’s financial statements (the “financial statements”):  give a true and fair view of the Company’s assets, liabilities and financial position as at 31 March 2015 and of its results for the year ended 31 March 2015;  have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union; and  have been properly prepared in accordance with the requirements of the Companies Act 2014. What we have audited The financial statements comprise:  the statement of comprehensive income for the year ended 31 March 2015;  the statement of financial position as at 31 March 2015;  the statement of changes in net assets attributable to shareholders for the year ended 31 March 2015;  the statement of cash flow for the year ended 31 March 2015;  the schedule of investments for the company as at 31 March 2015; and  the notes to the financial statements for the company which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is Irish law and IFRSs as adopted by the European Union. In applying the financial reporting framework, the Directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Matters on which we are required to report by the Companies Act 2014    

We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited. The financial statements are in agreement with the accounting records. In our opinion the information given in the Directors' Report is consistent with the financial statements.

Matter on which we are required to report by exception Directors’ remuneration and transactions Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this responsibility.

Other matter SI83 of 2010 “European Communities (Directive 2006/46/EC) (Amendment) Regulations 2010” has been revoked by the Companies Act 2014 without replacing regulation 5 of those regulations with an equivalent section in the Act. Consequently, we are unable to report under the requirements of Section 1373(7) of the Companies Act 2014. Had regulation 5 of SI83 of 2010 replaced section 1373(7) of the Companies Act 2014, there would be no additional matters to report. The information required to be included in the corporate governance statement by section 1373 of the Companies Act

12

2014 is referenced in the Directors’ Report and we have reported on the consistency of the information included in the Directors’ Report with the financial statements above.

Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of Directors’ Responsibilities set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with International Standards on Auditing (UK and Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:  whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed;  the reasonableness of significant accounting estimates made by the Directors; and  the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the Directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Declan Murphy for and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Dublin 21 July 2015

13

Statement of Comprehensive Income

Notes

For the year ended 31 March 2015 US$’000

For the period ended 31 March 2014 US$’000

7

(150)

-

(2)

-

(152)

-

(1,158)

-

(1,310)

-

(24)

-

Loss before tax Withholding tax

(1,334) (4)

-

Decrease in net assets attributable to shareholders

(1,338)

-

Investment income Net loss on financial assets and liabilities at fair value through profit or loss (realised and unrealised) Foreign exchange loss on currency balances Total investment loss Total operating expenses

6

Operating loss Finance costs Loan interest

Gains and losses arose solely from continuing operations. There were no gains or losses other than those dealt with in the Statement of Comprehensive Income above. The Financial Statements were approved by the Board of Directors on 21 July 2015. The notes on pages 16 to 29 form an integral part of these Financial Statements.

14

Statement of Financial Position

Notes

31 March 2015 US$’000

31 March 2014 US$’000

Financial assets at fair value through profit or loss – private equity funds

8

5,130

-

Cash and cash equivalents

9

1,050

-

6,180

-

Assets

Total assets

-

Liabilities Creditors: amounts falling due within one year

10

(168)

-

Short-term loan payable

11

(4,600)

-

(4,768)

-

1,412

-

Class A

US$0.01340

-

Class B

US$0.01264

-

Class C

US$0.01207

-

Class D

-

-

Class E

-

-

Total liabilities (excluding net assets attributable to shareholders) Net assets attributable to shareholders Net asset value per share (Note 12)

The Financial Statements were approved by the Board of Directors on 21 July 2015. The notes on pages 16 to 29 form an integral part of these Financial Statements.

On behalf of the Board of Directors Gerald Brady Michael Griffin

15

Statement of Changes in Net Assets Attributable to Shareholders

Notes Net assets attributable to shareholders at beginning of the year/period Decrease in net assets attributable to shareholders Capital contributions

3

Net assets attributable to shareholders at end of the year/period The notes on pages 16 to 29 form an integral part of these Financial Statements.

16

For the year ended 31 March 2015 US$’000

For the period ended 31 March 2014 US$’000

-

-

(1,338)

-

2,750

-

1,412

-

Statement of Cash Flows

Notes

For the year ended 31 March 2015 US$’000

For the period ended 31 March 2014 US$’000

6

(1,158)

-

160

-

(998)

-

20 (4) (16) -

-

(5,300)

-

(2)

-

Net cash outflow from investing activities

(5,302)

-

Net cash outflow before financing activities

(6,300)

-

3

2,750

-

11

4,600

-

Net cash inflow from financing activities

7,350

-

Net increase in cash and cash equivalents

1,050

-

-

-

1,050

-

Cash flows from operating activities Operating expenses Increase in creditors excluding loan interest due Net cash outflow from operating activities Returns on investments and servicing of finance Investment income Withholding tax paid Loan interest paid

11

Net cash outflow from returns on investment and finance Cash flows from investing activities Calls paid to private equity funds Exchange loss on foreign currency transactions

Cash flows from financing activities Capital contributions Drawings on loan facility

Cash and cash equivalents at beginning of the year/period 9

Cash and cash equivalents at end of the year/period The notes on pages 16 to 29 form an integral part of these Financial Statements.

17

Notes to the Financial Statements 1. Introduction The Company is an investment company with variable capital incorporated on 19 November 2012 under the Companies Act, 2014. It is authorised in Ireland as an investment company and is an investment company pursuant to Part 24 of that Act and is supervised by the Central Bank of Ireland. The Company is structured as an Irish closed-ended investment company and is listed on the Irish Stock Exchange. A portfolio of assets will be maintained for the Company which will be invested in accordance with the investment objective, policies and restrictions of the Company. On 14 May 2014 the Company changed its name from SVG Private Equity Fund V plc to Aberdeen SVG Private Equity Fund of Funds plc. The investment objective of the Company is to achieve long term capital growth for shareholders by investing principally in a globally diversified portfolio of Primary Investments and Secondary Investments.

2. Accounting policies The significant accounting policies adopted by the Company are as follows: 

Basis of accounting

 The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”), which comprise Standards and Interpretations approved by the International Standards Board or their predecessors, as adopted by the EU, and those parts of the Companies Act 2014 applicable to companies reporting under IFRSs. The financial information presented within these financial statements has been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss. 

Basis of presentation

 IFRS 7 Financial Instruments: Disclosures sets out guidance for the determination of whether financial instruments are classified as financial liabilities or as equity. Under this Standard, Class A, B and C shares meet the definition of instruments that have an entitlement to a pro rata share of net assets of the Company only on liquidation. The Company records its Class A, B and C shares as financial liabilities rather than as equity as the shares do not have the features required to meet the definition of equity instruments. Specifically, as a result of the fee structure for each class of share, holders of different classes are not entitled to the same proportion of the net assets of the Company on liquidation. This classification of the share classes does not materiallyaffect the presentation of these accounts; the principal impact is that the Company is not required to disclose earnings per share data. 

New standards, amendments and interpretations

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014. None of these are expected to have a significant effect on the financial statements of the Company except the following. Amendments to IFRS 7, ‘Disclosures – Offsetting financial assets and financial liabilities’ require additional disclosures to enable users of financial statements to evaluate the effect or the potential effects of netting arrangements, including rights of setoff associated with an entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position. The amendments did not have any impact on the Company’s financial position or performance. IFRS 9, Financial Instruments, (“IFRS 9”) addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39, Financial Instruments: Recognition and Measurement, (“IAS 39”) that relates to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9’s full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015. IFRS 9 has not yet been endorsed by the EU.

18

2. Accounting policies (continued) 

New standards, amendments and interpretations (continued)

IFRS 10, ‘Consolidated financial statements’, effective for annual periods beginning on or after 1st January 2013, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The new standard did not have any impact on the Company’s financial position or performance. Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) ‘Investment Entities’, effective for annual periods beginning on or after 1 January 2014 IFRS 12, ‘Disclosures of interests in other entities’, effective for annual periods beginning on or after 1st January 2013, includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off-balance sheet vehicles. The new standard did not have any impact on the Company’s financial position or performance, however the Company has made disclosures about its involvement with unconsolidated structured entities in Note 14. The amendments to IFRS 10 define an investment entity as an entity that:  obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;  commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and  measures and evaluates the performance of substantially all of its investments on a fair value basis. The Company has determined it meets the definition of an investment entity under IFRS 10. IFRS 13, ‘Fair value measurement’ is effective for annual periods beginning on or after 1st January 2013. The standard improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. On adoption of the standard, the Company changed its valuation inputs for listed financial assets and liabilities to last traded prices to be consistent with the inputs prescribed in the Company’s offering document for the calculation of its per share trading value for subscriptions and redemptions. The use of last traded prices is recognised as a standard pricing convention within the industry. There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the financial position or performance of the Company. 

Investments

 The Company has classified financial instruments as financial assets or financial liabilities at fair value through profit or loss. Financial assets and liabilities not classified as financial assets or financial liabilities at fair value through profit or loss are measured at amortised cost. Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. Investments in the underlying funds are valued at the most recent underlying Net Asset Value as advised by their managers or administrators, adjusted for unrecognised carried interest payable, unless the Directors consider such valuations inappropriate. In such circumstances, in determining the fair value of any such investment, a valuation thereof provided by the Investment Adviser, if approved for such purposes by the Directors and subject to the Custodian approving the method of valuation will be sufficient. For the purpose of these Financial Statements, the investments in the underlying fund have been valued using: (i) values of our interest in the underlying fund at 31 March 2015, as advised by the manager, investment adviser or administrator of the fund; or (ii) in the absence of such information, the values of our interest in the underlying fund as at 31 December 2014, adjusted for any contributions paid and distributions received and management fee estimates from 1 January 2015 to 31 March 2015. As at 31 March 2015, both the underlying funds have been valued in accordance with (i) above.

19

2. Accounting policies (continued) 

Investments (continued)

The actual amount realised from a sale if there were a ready market for these securities could be materially different from avalue estimate. The Directors believe that the values arrived at are reasonable; however actual results may differ from these estimates. The Company records its securities transactions and the related revenue and expenses on a trade date basis. Cash and other liquid assets are valued at their face value plus interest accrued, where applicable. All investments are measured at fair value, with changes in fair value recognised in the Statement of Comprehensive Income. In the case of unquoted or direct investments, the Directors will value the investments in accordance with the International Private Equity and Venture Capital valuation guidelines. There were no direct investments as at 31 March 2015 or 31 March 2014. Income Bank interest income is accounted for on an effective yield basis in the Statement of Comprehensive Income. Distributions of investment income and realised gains and losses received from the underlying investments are accounted for on an accruals basis gross of related taxes. Operating expenses The Company is responsible for all normal operating expenses including audit fees, stamp and other duties and charges incurred on the acquisition and realisation of investments. The AIFM meets all other expenses incurred by it in connection with its services. For investments where the underlying management fee does not form part of the overall commitment, management fees called are disclosed within expenses. For other investments, such management fees form part of the fair value gain or loss on the investment. Foreign exchange translation Foreign currency assets and liabilities, including investments at fair value, are translated into the presentation currency at the rate of exchange ruling at the balance sheet date. Transactions in foreign currency have been translated at the rate of exchange ruling at the date of the transaction. Taxation The Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997. It is not chargeable to Irish tax on its income and gains. Tax may arise on the happening of a “chargeable event”. A chargeable event includes any distribution payments to Shareholders or any encashment, redemption or transfer of shares. No tax will arise on the Company in respect of chargeable events in respect of: (i) a shareholder who is not Irish resident and not ordinarily resident in Ireland at the time of the chargeable event, provided the necessary signed statutory declarations are held by the Company; and 

(ii) certain exempted Irish resident investors who have provided the Company with the necessary signed statutory declarations.

Dividends, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country from which the investment income/gains are received and such taxes may not be recoverable by the Company or its shareholders. 

Dividends

The Articles of Association permit the Directors to declare such dividends on any class of Shares as appear to the Directors to be justified by the profits of the Company. Dividends on shares are recognised in the Statement of Comprehensive Income as finance costs. No dividends have been declared during the year. (2014: US$Nil) Functional and presentation currency Items included in the Company’s financial statements are measured using the currency of the primary economic environment in which it operates (the “functional currency”). This is the US Dollar (“US$”). The Company has also adopted the US$ as its presentation currency.

3. Shares in issue The authorised share capital of the Company is 1,000,000,000,000 shares of no par value initially designated as unclassified Shares.

20

The issued share capital of the Company, other than A, B, C, D or E Shares is represented by 2 Shares issued for the purpose of the incorporation of the Company at an issue price of €1 per Share, which are beneficially owned by the AIFM.

3. Shares in issue (continued) Up to 350 million Shares are being made available as A, B, C, D or E Shares each at an issue price (the “Issue Price”) of US$1 per share (exclusive of Relevant Interest (if any) in all cases) in respect of valid applications received prior to the Final Closing Date. A Shares will be available up to Final Closing Date. B Shares and C Shares will only be available at the First Closing Date unless otherwise agreed by the Directors. D Shares and E Shares will be available after the First Closing Date. Subscriptions made pursuant to applications received on or prior to the First Closing Date were not subject to interest. Subscriptions made pursuant to applications received after the First Closing Date will be subject to interest (“Relevant Interest”) on the portion of the Issue Price payable on application at an annual rate of LIBOR plus 2% (fixed at the First Closing Date) per annum calculated daily from the First Closing Date to the relevant Subsequent Closing Date. All Relevant Interest will be credited to the Company. Any application for Shares made by an investor shall be treated as irrevocable subject to the discretion of the Directors to determine otherwise. No preliminary charge will be charged by the Company in relation to A Shares, B Shares, C Shares, D Shares or E Shares. The Company may receive fees on behalf of distributors that are payable by Shareholders. To date there has been one closing on the first call of 2.5% on 27 June 2014. Class A 000’s

Class B 000’s

Class C 000’s

Class D 000’s

Class E 000’s

Total 000’s

Shares issued (first closing)

50,000

33,000

27,000

-

-

110,000

Shares in issue 31 March 2015

50,000

33,000

27,000

-

-

110,000

US$1,250

US$825

US$675

-

-

US$2,750

2.5% called to date

Classes A, B, C, D and E Shares are the same in all respects except for the minimum subscription amount and their fee structure, discussed in Note 4 below.

4. Fees and expenses Management fee Aberdeen SVG Private Equity Managers Limited (the “AIFM”) and Aberdeen SVG Private Equity Advisers Limited (the “Investment Adviser”) are entitled to receive an annual fee (the “management fee”), split 25% and 75% respectively, equal to: (iii)

(iv)

for the period from the First Closing Date to the fifth anniversary of the Final Closing Date the sum, per annum, of 0.475% of the Total Subscriptions (Committed capital) of the A Shares, 0.575% of the Total Subscriptions of the B Shares; 0.65% of the Total Subscriptions of the C Shares or D Shares and 0.75% of the Total Subscriptions of E Shares; and thereafter, the sum, per annum of 0.30% of the Adjusted Net Asset Value, as set out below, of the A Shares, 0.45% of the Adjusted Net Asset Value of the B Shares 0.55% of C Shares and D Shares and 0.65% of the Adjusted Net Asset Value of E Shares. The Adjusted Net Asset Value shall in each case be the most recently published Net Asset Value per Share adjusted to exclude therefrom: (1) any current or accrued liability for derivatives or borrowings incurred by the Company; and (2) any cash at bank and short-term deposits of the Company provided that, for the purposes of calculating the management fee only, the Adjusted Net Asset Values of the A Shares, B Shares, C Shares, D Shares and E Shares shall not exceed the Total Subscriptions in respect of the relevant Class of Shares.

The management fee is payable quarterly in advance and is calculated, where appropriate, by reference to the most recently calculated Adjusted Net Asset Value of the Company attributable to the relevant share class at the most recent valuation point.

21

Notes to the Financial Statements

(continued)

4. Fees and expenses Administration and depositary services fees Under the Administration Agreement, the Administrator is entitled to receive a fixed fee of US$125,000 per annum to be borne by the Company. This fee is subject to annual review and an automatic increase in line with UK Retail Price Index. Under the Depositary Agreement, the Depositary shall be entitled to an aggregated fixed fee based on the Commitment of the Company as set out below:  First US$100m 0.025%  Next US$100m 0.020%  Over US$200m 0.015% A minimum fee of US$3,500 per month will apply to the fee payable to the Depositary. The minimum fee will be discounted to US$1,750 per month for the first 12 months following the First Closing Date. The administration and depositary fees are payable quarterly in arrears. By agreement with the Administrator and Depositary, the Directors may approve any changes to the Administrator’s and/or Depositary’s fees as they consider appropriate. In addition, the Administrator and the Depositary are entitled to be reimbursed their reasonable and properly incurred out-of-pocket expenses including the charges of any sub-custodian (which will be charged at normal commercial rates).

5. Contribution interest Subscriptions made pursuant to applications received on or prior to the First Closing Date were not subject to interest. Subscriptions made pursuant to applications received after the First Closing Date will be subject to interest (“Relevant Interest”) on the portion of the Issue Price payable on application at an annual rate of LIBOR plus 2% (fixed at the First Closing Date)per annum calculated daily from the First Closing Date to the relevant Subsequent Closing Date. All Relevant Interest will be credited to the Company. No interest has been accrued during the year (2014: US$Nil).

6. Operating expenses 

  Management fees  Legal and professional fees  Administration fees  Sundry expenses Loan arrangement fees Underlying management fees/expenses outside commitment Directors fees Loan commitment fees Audit fees Depositary service fees  Total operating expenses

For the year ended 31 March 2015 US$’000  459 324 94 74 70 39 36 28 18 16 1,158

For the period ended 31 March 2014 US$’000  -

For the year ended 31 March 2015 US$’000  20 (170) (150)

For the period ended 31 March 2014 US$’000  -

7. Net loss on financial assets and liabilities   Investment income Fair value loss on investment  Net loss on financial assets and liabilities

22

Notes to the Financial Statements

(continued)

8. Investments

Opening market value of investment Capital calls Losses Unrealised Closing market value of investment

For the year ended 31 March 2015 US$’000

For the period ended 31 March 2014 US$’000

5,300

-

(170) 5,130

-

31 March 2015 US$’000

31 March 2014 US$’000

1,033 3 14 1,050

-

31 March 2015 US$’000 94 21 18 16 8 8 3 168

31 March 2014 US$’000 -

9. Cash and cash equivalents Cash and money market funds Northern Trust US$ account Northern Trust GBP£ account Northern Trust EUR€ account Cash and cash equivalents Cash earns interest at variable rates which may be negative.

10. Creditors (amounts falling due within one year) Administration fees Directors’ fees Audit fees Depositary services fees Sundry expenses Loan interest due Loan commitment fees Total creditors

11. Short-term Loan payable The Company has the following revolving credit facility with the Lloyds Bank plc Facility US$’000 20,000

Lloyds Bank plc

Undrawn at 31 March 2015 US$’000 15,400

Drawn at 31 March 2015 US$’000 4,600

As at 31 March 2015, the Company had US$4,600,000 borrowings. Interest due at the end of the year was US$7,770 (2014: US$Nil). Arrangement fees of US$70,000 (2014: US$Nil) were paid during the year. Loan commitment fees of US$28,333 (2014: US$Nil) were paid during the year with US$3,056 (2014: US$Nil) due at the year end. This facility expires on 7 September 2015. The Company expects to negotiate further credit facilities prior to this date. Loan Interest The rate of interest on each loan for each year is the percentage rate per annum which is the aggregate of the applicable: 23

a) Margin (2% per annum); and b) LIBOR or, in relation to any loan in euro, EURIBOR.

12. Comparative statistics Audited 31 March 2015 No. of shares

Net asset value per share

Net asset value US$’000

50,000,000 33,000,000 27,000,000 -

0.01340 0.01264 0.01207 -

670 417 325 1,412

Class A Class B Class C Class D Class E Total net asset value

The cost of all shares issued is US$0.025 per share.

13. Related party transactions Management fees of US$458,668 (2014: US$Nil) were paid during the year, with US$344,001 (2014: US$Nil) paid to the Investment Adviser and US$114,667 (2014: US$Nil) paid to the AIFM. On 27 June 2014 Aberdeen Asset Management plc and the Investment Adviser committed US$6,500,000 and US$15,500,000 to the Company respectively. James Witter who is a Director of the Company is also a Senior Product Specialist at the Investment Adviser.

14. Derivatives and financial instruments The investment objective of the Company is to achieve long-term capital growth for shareholders by investing principally in a globally diversified portfolio of primary and secondary investments. The Company holds financial instruments which at any one time may comprise the following: – securities held in accordance with the investment objectives and policies; and – cash and short-term debtors and creditors arising directly from operations. A more detailed review of the portfolio activity for the year is available in the Activity Report. Investments listed on the Schedule of Investments are stated at fair value as described in Note 2. The valuation policy for the Company’s assets and liabilities is disclosed on pages 16 to 18. IFRS 7 requires enhanced classification and disclosures about financial instruments carried at fair value. IFRS 7 establishes a fair value hierarchy for the inputs used in valuation models and techniques used to measure fair value. Fair value represents the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date (an exit price).The three levels of the fair value hierarchy under IFRS 7 are described below: Level 1

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3

Inputs that are unobservable.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. 24

The AIFM, with the support of the Investment Adviser, applies a due diligence procedure for selecting and monitoring the underlying funds in accordance with both qualitative and quantitative criteria.

14. Derivatives and financial instruments (continued) The AIFM shall only select underlying funds whose investment restrictions make it possible for them to comply with the Company’s restrictions and guidelines and which reflect the liquidity requirements of the Company. The AIFM regularly monitors the underlying funds with regard to their adherence to the set investment strategy and style, their performance and their exposure to adverse market developments. The investee funds were managed by unrelated asset managers and applied various investment strategies to accomplish their respective investment objectives. All of the Company's investments have been classified within level 3 as they have unobservable inputs and as they trade infrequently or not at all. The valuation techniques used by the Company are explained in the accounting policies set out in Note 2 and above. The following table presents the investments carried on the Statement of Financial Position by level within the valuation hierarchy as at 31 March 2015. 31 March 2015 31 March 2014 US$’000 US$’000 Level 1 Level 2 Level 3 5,130 Total 5,130 The following table includes a roll forward of the amounts for the year ended 31 March 2015 for investments classified within level 3. The classification of an investment within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. As described in Note 2, the significant unobservable inputs to the valuation of the investments are the Net Asset Values (“NAVs”) of the investments as advised by their managers or administrators, adjusted for unrecognised carried interest or other approved pricing adjustments. In the current period there were no pricing adjustments applied to the NAVs of the underlying investments. The sensitivity of the Company’s NAV to movements in the valuation of the level 3 investments is given in the ‘Market Risk’ section on page 25. Fair value measurement using level 3 inputs

Opening market value of investment Capital calls Losses Unrealised Closing market value of investment

For the year ended 31 March 2015 US$’000 5,300

For the period ended 31 March 2014 US$’000 -

(170) 5,130

-

All net realised and unrealised gains and losses in the table above are reflected in the accompanying Statement of Comprehensive Income. Net unrealised gains and losses relate to those financial instruments held by the Company at 31 March 2015. The Company invests in investment funds which meet the definition of unconsolidated structured entities. The investment funds are closed ended private equity limited partnerships or investment companies which invest in underlying companies for the purposes of capital appreciation. These entities are generally financed through committed capital from limited partners or shareholders with funds being drawn down to finance investment activities. The table below sets out interests held by the Company in unconsolidated structured entities as at 31 March2015. The maximum exposure to loss is the current carrying amount of financial assets held along with uncalled committed capital relating to those investments.

25

14. Derivatives and financial instruments (continued)

Number of funds

Total net assets of funds US$’000*

Financial assets at fair value through profit or less – Private equity funds 2 1,517,351 * Based on latest available information from the underlying fund

Carrying amount US$’000

Uncalled Commitments US$’000

Maximum loss exposure US$’000

5,130

14,345

19,475

Other than the drawdown of uncalled commitments during the year, the Company did not provide financial support to unconsolidated structured entities. Other than uncalled commitments, the Company has no intention of providing financial or other support. The Company cannot redeem its interests in other funds. The Company is exposed to a variety of financial risks in pursuing their stated investment objective and policy. These risks are defined in IFRS 7 as including credit risk, liquidity risk and market risk (which in turn includes currency risk, interest rate risk and price risk). The AIFM reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained substantially unchanged since the beginning of the year to which these Financial Statements relate. The Directors monitor all the Company’s risks with reports from the AIFM at each board meeting. Risk Management Framework The Board has appointed the AIFM to carry out certain responsibilities in relation to the portfolio and risk management of the Company. However, it remains the ultimate responsibility of the Board to ensure that the Company’s risks are appropriately monitored through the risk management framework, and to the extent that elements of this are delegated to third party service providers, the Board is responsible for ensuring that the relevant parties are discharging their duties in accordance with the terms of relevant agreements. The AIFM is responsible for the portfolio management function; the establishment of appropriate and consistent procedures to effect independent valuation of assets; investment performance; and product, regulatory and operational risk oversight and monitoring for the Company. The AIFM assesses the risk of the Company in the context of the Company’s strategy and objectives and ensures that appropriate and relevant investment restrictions are adopted and complied with and monitors risk carefully and by reference to models and stress-testing. For example, tolerance to leverage and the extent to which available leverage is utilised will vary during the life of the Company and will depend on numerous factors which are subject to monitoring and stress testing. In addition to the general risk factors pertaining to the Company (for example market, credit and counterparty risk), bespoke risk management procedures for the Company have also been documented as part of the risk management policy. The risk management framework includes the following arrangements to ensure that conflicting duties are appropriately and properly segregated:   

Decisions taken by the risk management function are based on reliable data sourced appropriately from third party delegates including depositories and administrators as well as from underlying fund investments and the administrators, depositories and auditors of those underlying funds; The remuneration of those engaged in the performance of the risk management function is designed to reflect the achievement of objectives that are linked to the risk management function; The risk management function is overseen by a Risk Committee and is subject to an independent review by internal audit to ensure that decisions are being arrived at independently.

The Depositary is responsible for oversight of the performance of the AIFM in its duties relating to the Company, along with cash monitoring and safekeeping. The Depositary reports any issues to the Board on an ad-hoc basis as they arise and also provides the Board with semi-annual reporting on their monitoring and oversight activities. The Company has no employees and outsources all functions to third party service providers. The AIFM has internal operational risk management policies and procedures in place to identify, measure, manage and monitor operational risks. These policies and procedures are facilitated via the internal risk management system which provides a platform for the convergence of governance, risk and compliance. The significant types of risk that the Company is exposed to are detailed below.

26

Notes to the Financial Statements

(continued)

14. Derivatives and financial instruments (continued) Market risk Market risk is defined in IFRS 7 as the risk that the fair value of a financial instrument or its future cash flows will fluctuate because of changes in market prices. The Company will invest principally in private equity funds. There is no guarantee that sufficient suitable investment opportunity will be found for the Company to invest in, nor can there be any assurance that underlying funds will find sufficient suitable investment opportunities. There is no guarantee that the desired levels of diversification will be achieved. Investments may be made in funds domiciled in jurisdictions which do not have a regulatory regime which provides an equivalent level of investor protection as that provided under Irish law. An overview of the portfolio is provided in the Activity Report. The underlying funds will make private equity investments which involve an above average risk including a high degree of financial risk (including risk associated with relatively high leverage) and in some cases operational risk, which may give rise to the risks of insolvency and total loss of funds invested. The Company does not hedge against movements in the value of these investments. Uncertainty arises as a result of future changes in the valuation of the Company’s underlying investments, the majority of which are unquoted and therefore not readily marketable. The investments held by the Company at the year end are disclosed in the Schedule of Investments. The Company may invest in underlying funds, which may be subject to issue and redemption charges and to management, administration and incentive or performance fees, in addition to those payable directly by the Company. In addition, up to 5% of the aggregate of Net Asset Value and Uncalled Share Capital of the Company may be invested in other funds of funds which may themselves be subjected to an additional layer of fees. A geographic analysis of the underlying funds is set out in Note 20. Due diligence is performed by the Investment Adviser on the underlying funds prior to commitments being made in order to mitigate the risks outlined herein. The Investment Adviser monitors the performance and management of the funds on an ongoing basis and continues to perform due diligence on the managers of the funds. Investors however, should be aware that once a commitment has been made to a private equity fund a certain degree of risk will exist that cannot be eliminated. A sensitivity analysis has been performed on the valuations of the investee companies, assuming a 10% uplift or write down of investments the results of which are set out in the table below. 31 March 2015 Hypothetical Fair Hypothetical fair value value fair value (10% uplift) (10% write-down) US$’000 US$’000 US$’000 Net assets

Net assets

1,412

1,925 31 March 2014

899

Fair value US$’000

Hypothetical fair value (10% uplift) US$’000

Hypothetical fair value (10% write-down) US$’000

-

-

-

Currency Risk Currency risk is defined in IFRS 7 as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk as assets and liabilities of the Company may be denominated in a currency other than the functional currency of the Company. The Company will be making investments in currencies other than the US$ and may be affected favourably or unfavourably by changes in exchange rates. The Company may be subject to exchange-control regulations and may incur transaction costs in connection with conversions between currencies.

14. Derivatives and financial instruments (continued) Currency Risk (continued)

27

A 10% movement of the US$ against EUR and GBP as at 31 March 2015 which management considers as a reasonable possible change in foreign exchange, would have increased/decreased the net asset value by the amount shown below. This table is not performed on a look-through basis. 31 March 2015

31 March 2014 Hypothetical Hypothetical 10% 10% increase in decrease in exchange exchange rate rate US$’000 US$’000

Fair value US$’000

Hypothetical 10% increase in exchange rate US$’000

Hypothetical 10% decrease in exchange rate US$’000

Fair value US$’000

Assets Investments at fair value Cash and cash equivalents Total assets

5,130 1,050 6,180

5,246 1,052 6,298

5,036 1,048 6,084

-

-

-

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

168 4,600 4,768 1,412

172 4,600 4,772 1,526

164 4,600 4,764 1,320

-

-

-

The table below summarises the Company’s exposure to currency risks. 31 March 2015

Eurozone GBP

Investments* US$’000

Cash US$’000

Accrued expenses US$’000

Total US$’000

1,039

14 3

(39) -

(25) 1,042

(39)

1,017

1,039 17 * Investments are non-interest bearing 31 March 2014

Eurozone GBP

Investments* US$’000

Cash US$’000

Accrued expenses US$’000

Total US$’000

-

-

-

-

* Investments are non-interest bearing

At 31 March 2015, had other non US$ currencies to which the Company is exposed strengthened by 10% versus the US$ with all other variables held constant, the increase in net assets attributable to holders of redeemable shares per the Statement of Comprehensive Income would amount to US$114,000 (2014: US$Nil). At 31 March 2015, had other non US$ currencies to which the Company is exposed weakened by 10% versus the US$ with all other variables held constant, the decrease in net assets attributable to holders of redeemable units per the Statement of Comprehensive Income would amount to US$92,000 (2014: US$Nil). The Company does not normally hedge against foreign currency movements affecting the value of its investments, but takes account of this risk when making investment decisions.

14. Derivatives and financial instruments (continued) Interest rate risk Interest rate risk is defined in IFRS 7 as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The majority of the Company’s financial assets and liabilities are non-interest bearing. As a result, the Company is not subject to significant amounts of risk due to fluctuations in the prevailing levels of 28

market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates. Drawings on the loan facility accrue interest at floating rates. Interest rate exposure 31 March 2015

31 March 2014

Non interest bearing financial assets US$’000

Total US$’000

Non interest bearing financial assets US$’000

Fixed rate interest assets US$’000

Floating rate financial assets US$’000

Fixed rate interest assets US$’000

Floating rate financial assets US$’000

Total US$’000

Assets Investments at fair value Cash and cash equivalents Total assets

5,130 5,130

-

1,050 1,050

5,130 1,050 6,180

-

-

-

-

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

168 168 4,962

-

4,600 4,600 (3,550)

168 4,600 4,768 1,412

-

-

-

-

Over-commitment risk As set out in the offering memorandum, the Company has adopted an over-commitment strategy of up to 110% of total subscriptions. This strategy is sensitive to three factors: the rate of cash calls from underlying funds, the rate of distributions from realised fund investments and the movement in exchange rates. Furthermore, each of these factors depends upon the wider economy in which the Company operates and are therefore impossible to control or predict with certainty. Liquidity risk Liquidity risk is defined in IFRS 7 as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities as they fall due. The nature of investing in private equity funds entails making significant financial commitments, as shown in Note 18. It is anticipated that over the longer term, and in normal circumstances, commitments and any loan drawings would be financed by distributions received on the realisation of existing investments, uncalled equity andout of current financial resources. A short term credit facility has been arranged to the value of US$20,000,000(Note 11) should it be required. At 31 March 2015, the Company had US$4,600,000 borrowings (2014: US$Nil). Commitment fees of US$28,333 were charged during the year with US$3,056 due as at 31 March 2015 (2014: US$Nil). However, a residual risk remains that the Company could be unable to meet its future commitments in full.

14. Derivatives and financial instruments (continued) Liquidity risk (continued) Maturity profile by carrying value Less than 1 year US$’000

31 March 2015 More 3 to 5 than 5 years years US$’000 US$’000

Total US$’000

Less than 1 year US$’000

31 March 2014 More 3 to 5 than 5 years years US$’000 US$’000

Total US$’000

Assets Investments at fair value Cash and cash Total assets

1,050 1,050

-

5,130* 5,130

5,130 1,050 6,180

-

-

-

-

Liabilities Accrued expenses Short-term loan payable Total liabilities Net assets

190** 4,600 4,790 (3,740)

-

5,130

190 4,600 4,790 1,390

-

-

-

-

29

* While investments at fair value are classified as maturing in more than 5 years it is likely that some distributions will be received prior to this. ** Includes US$22k of Loan Commitment fees, which, while not due on 31 March 2015 the Company has committed to pay within a year period. The gross contractual cash flows from investments at fair value through profit or loss will vary in accordance with future movements in the value of these investments. The exact timing of the receipt of these investments is not fixed and is at the discretion of the managers of the respective funds. Likewise the exact timing of the payment of the uncalled commitments is not fixed and is payable as and when calls are received from the respective funds. The Directors monitor the Company’s risk profile with regular reports from the Investment Adviser. Trading in Shares may be effected only on a matched-bargain basis and there may not be an active secondary market in the Shares. The Company is closed-ended, repurchases are not permitted except at the instigation of the Company and Shareholders do not have the right to require the Company to repurchase their Shares. Investments in Underlying Funds are not readily marketable and may be difficult to realise. Underlying Funds’ own investments will have similar characteristics. Credit risk Credit risk is defined in IFRS 7 as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to a credit risk on parties with whom it trades and will also bear the risk of settlement default. All of the cash assets are held with the Northern Trust Company, London Branch (“NTCLB”). Cash deposited with NTCLB is deposited as banker and is held on its Statement of Financial Position. Accordingly, in accordance with usual banking practice, NTCLB’s liability to the Company in respect of such cash deposits shall be that of debtor of the Company and will rank as a general creditor of NTCLB. The financial assets are held with the Depositary, Northern Trust Fiduciary Services (Ireland) Limited. These assets are held distinct and separately from the proprietary assets of the Depositary. Securities are clearly recorded to ensure they are held on behalf of the Company. Bankruptcy or insolvency of the Depositary or one of its agents or affiliates may cause the Company’s rights with respect to the securities held by the Depositary to be delayed. As at 31 March 2015 Northern Trust Corporation had a long term rating from Standard & Poor’s of A+.

15. Shares held in Company At 31 March 2015 three Shareholders held in excess of 10% of the Company’s Shares: 31 March 2015 % Number of shares Holding Oslo Pensjonsforsikring AS 50,000,000 45.45 Aberdeen SVG Private Equity Advisers Ltd 15,500,000 14.09 State Street Nominees Ltd A/C 2CM8 15,000,000 13.64

31 March 2014 Number of shares -

% Holding -

16. Statement of portfolio movements A statement of changes in the composition of the investment portfolio will be issued to shareholders, free of charge, on request.

17. Exchange rates The following are the exchange rates to the US$ used at the balance sheet date. 31 March 2015 equivalent of US$1 Eurozone € 0.93002 GBP £ 0.67413

31 March 2014 equivalent of US$1 0.72601 0.60010

18. Commitments Commitment by currency exposure: 31 March 2015 commitments (local currency) 000’s

31 March 2015 commitments US$’000’s

30

31 March 2014 commitments (local currency) 000’s

31 March 2014 commitments US$’000’s

United States US$ Great British Pound GBP£

10,000 6,500

10,000 9,642 19,642

-

-

19. Uncalled commitments Currency exposure: 31 March 2015 uncalled commitments (local currency) 000’s

Currency United States US$ Great British Pound GBP£

31 March 2015 uncalled commitments US$’000’s

5,799 5,761

5,799 8,546 14,345

31 March 2014 uncalled commitments (local currency) 000’s

31 March 2014 uncalled commitments US$’000’s

-

-

20. Geographic analysis (by underlying fund domicile) 31 March 2015 North America Europe

4,091 1,039 5,130

31 March 2014 US$’000* 79.75 20.25 100.00

-

% -

* By fund value.

21. Fund focus 31 March 2015 US$’000* Buyout

5,130 5,130

% 100.00 100.00

31 March 2014 US$’000* -

% -

* By fund value.

22. Soft commissions It is not currently intended that any soft commission arrangements will be made in respect of the Company. In the event that the AIFM or any of its subsidiaries, affiliates, associates, agents or delegates do enter into soft commission arrangements they shall ensure that (i) the broker or counterparty to the arrangement will agree to provide best execution to the Company; (ii) that the benefits under the arrangements shall be those which assist in the provision of investment services to the Company and (iii) brokerage rates will not be in excess of customary institutional full service brokerage rates.

23. Underlying investment fees The Company’s share of management fees and other expenses paid by the underlying funds for the year is approximately US$57,000 (2014: US$Nil). Fees charged within the underlying funds are generally based on total committed capital or net assets after the initial investment period. The fee rates charged on the funds in which the Company invest in are between 1.5% and 1.75% per annum. The underlying funds that the Company has committed to are unregulated.

24. Employees There are no employees in the Company.

25. Subsequent events 31

There was a call of 5% of the Issue Price on 14 May 2015. The Company extended the initial offer period to the end of March 2016. On 30 June 2015 Aberdeen Asset Management PLC (“Aberdeen”) completed its purchase of SVG Capital plc’s stake in their joint venture vehicle, Aberdeen SVG Private Equity Managers Limited, the AIFM of the Company andthe parent company of the Investment Adviser. This means that the AIFM and the Investment Adviser are now wholly-owned by Aberdeen. No other significant events have occurred in respect of the Company subsequent to the year end that may be deemed relevant to the accuracy of these Financial Statements.

26. Events during the year On 14 May 2014 the Company changed its name from SVG Private Equity Fund V plc to Aberdeen SVG Private Equity Fund of Funds plc.

27. Directors’ remuneration Directors’ fees of US$36,256 have been charged for the year ended 31 March 2015 (2014: US$Nil). The Director employed by Aberdeen SVG Private Equity Advisers Limited is not entitled to fees and received no payment in respect of their services to the Company.

28. Life of the Company Unless the life of the Company is terminated early, the Company will have a finite life of 15 years from the Final Closing Date following which it will be liquidated.

29. Approval of Financial Statements The Directors approved the Financial Statements on 21 July 2015.

32

Schedule of Investments as at 31 March 2015 The Company’s total commitments and market value are as follows: Commitments (Local currency) 000’s

Fair Value US$ 000’s

% of NAV

US$10,000 GBP£6,500

4,091 1,039

289.73 73.58

Total investments

5,130

363.31

Other net liabilities

(3,718)

(263.31)

1,412

100.00

Investments (since inception) CCMP Capital Investors III LP Exponent Private Equity Partners III

Total net assets

33

AIFMD Disclosures (Unaudited) Report on remuneration The AIFMD Remuneration requirements are specific in advising firms that the disclosure of Remunerated Code staff remuneration is to be based on a full accounting period. As this legislation was only introduced in July 2014, it means that only 8 months information would be available for publication. Based on the information not providing a complete picture for this accounting period the information is not being disclosed until after the end of the next full accounting period.

Leverage The Company may employ leverage and borrow cash in accordance with is stated investment policy or investment strategy. The use of borrowings and leverage has attendant risk and can, in certain circumstances, substantially increase the adverse impact to which the Company’s investment portfolio may be subject to. For the purposes of this disclosure, leverage is any method by which the Company’s exposure is increased, whether through borrowing of cash or securities, or leverage embedded in foreign exchange forward contracts or by any other means. The AIFMD requires that each leverage ratio be expressed as a ratio between a Company’s exposure and its NAV, and prescribes two required methodologies, the gross methodology and the commitment methodology (as set out in the AIFMD Level 2 Implementation Guidance), for calculating such exposure. Using the methodologies prescribed under the AIFMD, the leverage of the Company is detailed in the table below:

Leverage ratio

Commitment leverage as at 31 March 2015 3.64

Gross leverage as at 31 March 2015 3.64

During the period, the leverage ratios under the gross and commitment methodologies were temporarily breached following loan drawdowns to fund investment activities. Since the period end, the Company has called a further 5% of equity and as such the leverage ratios have been returned to within the specified limits.

Other risk disclosures The risk disclosures relating to the risk framework of the Company are set out in Note 14 of the financial statements on pages 22 to 27.

Pre investment disclosures The AIFMD requires certain information to be made available to investors in the AIFs before they invest and requires that material changes to this information be disclosed in the annual report of the AIF. The information required under AIFMD Article 23 Supplemental Disclosures, covering the Company’s investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information can be found in the Offering Memorandum of the Company which can be obtained from the AIFM on request. Other than those reflected in these financial statements, there have been no material changes to this information requiring disclosure.

34

Important Information The Fund is a closed-ended investment company. Shares of the Fund have not been and will not be registered under any securities laws of the United States of America or any of its territories or possessions or areas subject to its jurisdiction and, absent an exemption, may not be offered for sale or sold to nationals or residents thereof. All or most of the protections provided by the UK regulatory system do not apply to investment in the Fund and compensation under the UK Financial Services Compensation Scheme will not be available. The offering of shares in certain jurisdictions may be restricted and accordingly persons are required by the Fund to inform themselves of and observe any such restrictions. The Fund is listed on the Irish Stock Exchange. The market price of shares in the Fund fluctuates independently of their net asset value and can be at a discount or a premium to net asset value at different times, depending on supply and demand, market conditions, general sentiment and other factors and investors may not get back the amount originally invested. Past performance is no indication of future performance. For a fuller explanation of the risk factors please refer to the offering memorandum. The material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. The material is not intended to provide, and should not be relied on for, accounting, legal or tax advice, or investment recommendations. Potential counterparties are advised to independently review and/or obtain independent professional advice and draw their own conclusions regarding the economic benefit and risks of investment in the Fund and legal, regulatory, credit, tax and accounting aspects in relation to their particular circumstances. Distribution of this document does not oblige the Fund, the AIFM, the Investment Advisor or any other party to enter into any transaction. Information herein is believed to be reliable but none of the Fund, the AIFM or the Investment Adviser warrants as to its completeness or accuracy. This does not exclude or restrict any duty or liability applicable to the Fund, the AIFM or the Investment Adviser under law or regulation.

35

APPENDIX 6 : ANNUAL REPORT FOR THE PERIOD 19 NOVEMBER 2012 TO 31 MARCH 2014

SVG Private Equity Fund V plc Annual Report and Accounts 2014 For the period 19 November 2012 to 31 March 2014

81

Investment Objective The Company SVG Private Equity Fund V plc is an Irish closed-ended investment company.

Investment objective Once operational the Company’s investment objective is to achieve long term capital growth by investing principally in a globally diversified portfolio of primary investments and secondary investments13. The Company was a dormant entity during this period.

Important information This report contains confidential information. The information contained herein is for use only by the recipient. By reading the information contained herein, each recipient agrees that this information (i) shall be used solely in connection with its investment in the Company and shall not be used for any other purposes, (ii) shall not, without the prior express written consent of the Company be reproduced in any manner for, or disclosed to, any other person, other than its investment, legal or tax advisers (who may use the information solely for purposes relating to the recipient’s investment in the Company), and (iii) shall be retained for only so long as is necessary. None of the information herein has been prepared, reviewed or approved by the General Partners of the underlying funds. Reporting calendar Next report and accounts To be published General enquiries Primary contact

31 March (year end - audited) 30 September (interim - unaudited) 30 September 2014

Quarterly updates March, June, September, December

November 2014 Charlotte Edgar Aberdeen SVG Private Equity Advisers Limited Bow Bells House, 1 Bread Street London EC4M 9HH Tel: +44 (0)20 3680 0170 [email protected]

13

Primary investments take the form of interests in private equity funds (including distressed debt funds) acquired directly by the Company from the issuer on subscription. Secondary investments take the form of interests in private equity funds (including distressed debt funds) acquired from a third party (other than by subscription) or debt interests secured on private equity assets acquired from a third party

82

Contents Page Company Information

2

Directors’ Report

3

Independent Auditors Report to the Members of SVG Private Equity Fund V Plc

6

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Net Assets

10

Statement of Cash Flows

11

Notes to the Financial Statements

12

1 M-31637036-1

Company Information Investment Adviser Aberdeen SVG Private Equity Advisers Limited Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom Secretary, A & L Goodbody International Financial Services Centre North Wall Quay Dublin 1 Ireland Legal Advisers to the Company as to Irish Law A & L Goodbody International Financial Services Centre North Wall Quay Dublin 1 Ireland Independent Auditors PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland

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Directors’ Report The Directors submit their report together with the audited Financial Statements for the period ended 31 March 2014.

Activities There was no activity for the period ended 31 March 2014.

Review of business and future developments There was no change in the nature of the Company’s business during the period as the Company was a dormant entity

Risk management objectives and policies The principal risks and uncertainties that the Company faces can be found in Note 6 on page 13.

Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the audited Financial Statements in accordance with applicable Irish law and International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. Irish company law requires the Directors to prepare financial statements for each financial period that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; and - state whether they have been prepared in accordance with IFRS; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements are prepared in accordance with IFRSs as adopted by the European Union and comply with the Irish Companies Act 2014, the European Union (Alternative Investment Fund Managers) Regulations 2013 and EU Commission Delegated Regulation No. 231/2013. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The measures taken by the Directors to secure compliance with the Company’s obligation to keep adequate accounting records are the use of appropriate systems and procedures and the employment of competent persons.

Results There were no operations for the period as the Company was a dormant entity.

Subsequent events On 14 May 2014 the Company changed its name from SVG Private Equity Fund V plc to Aberdeen SVG Private Equity Fund of Funds plc. Niamh Ryan and Mary McKeena resigned as Directors of the Company on 19 June 2014. Gerald Brady, James Witter and Michael K Griffin were appointed as Directors of the Company on 19 June 2014. The Company held its first close on 27 June 2014 where 110,000,000 shares were issued and 2.5% of commitments were called.

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Dividends The Directors do not recommend the payment of a dividend.

Directors Niamh Ryan was appointed a Director of the Company on 19 November 2012. Mary McKenna was appointed a Director of the Company on 19 November 2012.

Directors’ and secretary’s interests No Director had at any time during the period, a material interest in any contract of significance, subsisting during or at the end of the period, in relation to the business of the Company except as stated in Note 5.

Transactions involving Directors There were no contracts or arrangements of any significance in relation to the business of the Company in which the Directors had any interest, as defined in the Companies Act, 2014, at any time during the period.

Distributions No distributions were declared during the period ended 31 March 2014.

Independent auditors The Auditors, PricewaterhouseCoopers, will be re-appointed in accordance with Section 383 of the Companies Act, 2014.

Internal control and risk management systems As the Company was a dormant entity no internal controls or risk management were in place for the period ended 31 March 2014.

Shareholders meetings The convening and conduct of shareholders’ meetings are governed by the Articles of Association of the Company and the Companies Act. All general meetings other than annual general meetings are called extraordinary general meetings. The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies Act. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Holders may convene an extraordinary general meeting in the same manner as that in which general meetings may be convened by the Directors. The Directors are required to convene an annual general meeting of the Company within fifteen months of the date of the previous annual general meeting. Shareholders representing not less than one-third of the paid up share capital of the Company may also request the Directors to convene a shareholders’ meeting. Not less than twenty one Clear Days’ notice of every annual general meeting and any meeting convened for the passing of a special resolution must be given to shareholders and fourteen Clear Days’ notice must be given in the case of any other general meeting unless the auditors of the Company and all the shareholders of the Company entitled to attend and vote agree to shorter notice. “Clear Days” is a term defined in the Articles of Association of the Company as “the period excluding the day when the notice is given and the day for which it is given or on which it is to take effect”. Two members present either in person or by proxy constitutes a quorum at a general meeting provided that the quorum for a general meeting convened to consider any alteration to the class rights of shares is two shareholders holding or representing by proxy at least one third of the issued shares of the relevant Fund or class. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact M-31637036-1

4

without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

Composition and operation of the Board of Directors Unless otherwise determined by an ordinary resolution of the Company in general meeting, the number of Directors may not be less than two. As at 31 March 2014 the Board of Directors of the Company is composed of two Directors, being those listed above in these financial statements. The business of the Company is managed by the Directors, who exercise all such powers of the Company as are not by the Companies Act or by the Articles of Association of the Company required to be exercised by the Company in general meeting. Niamh Ryan was appointed a Director of the Company on 19 November 2012. Mary McKenna was appointed a Director of the Company on 19 November 2012. Niamh Ryan resigned as a Director of the Company on 19 June 2014. Mary McKenna resigned as a Director of the Company on 19 June 2014. Gerald Brady was appointed a Director of the Company on 19 June 2014. James Witter was appointed a Director of the Company on 19 June 2014. Michael K Griffin was appointed a Director of the Company on 19 June 2014. A Director may, and the company secretary of the Company on the requisition of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality of votes, the chairman has a second or casting vote. The quorum necessary for the transaction of business at a meeting of the Directors is two. There are no sub-committees of the Board. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director who, being a resident of the State, is for the time being absent from the State. On behalf of the Board of Directors Gerald Brady Michael Griffin 21 July 2015

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Independent Auditors’ Report to the Members of SVG Private Equity Fund V plc (“The Company”) Report on the financial statements Our opinion In our opinion, SVG Private Equity Fund V plc’s financial statements (the “financial statements”):  give a true and fair view of the company’s assets, liabilities and financial position as at 31 March 2014 and of its results for the period ended 31 March 2014;  have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union; and  have been properly prepared in accordance with the requirements of the Companies Act 2014. What we have audited The financial statements comprise:  the statement of comprehensive income for the period ended 31 March 2014;  the statement of financial position as at 31 March 2014;  the statement of changes in net assets attributable to shareholders for the period ended 31 March 2014;  the statement of cash flow for the period ended 31 March 2014; and  the notes to the financial statements for the company which include a summary of significant accounting policies other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is Irish law and IFRSs as adopted by the European Union. In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Matters on which we are required to report by the Companies Act 2014    

We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited. The financial statements are in agreement with the accounting records. In our opinion the information given in the Directors' Report is consistent with the financial statements.

Matter on which we are required to report by exception Directors’ remuneration and transactions Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this responsibility.

Other matter SI83 of 2010 “European Communities (Directive 2006/46/EC)(Amendment) Regulations 2010” has been revoked by the Companies Act 2014 without replacing regulation 5 of those regulations with an equivalent section in the Act. Consequently, we are unable to report under the requirements of Section 1373(7) of the Companies Act 2014. Had regulation 5 of SI83 of 2010 replaced section 1373(7) of the Companies Act 2014, there would be no additional matters to report. The information required to be included in the corporate governance statement by section 1373 of the

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Companies Act 2014 is referenced in the Directors’ Report and we have reported on the consistency of the information included in the Directors’ Report with the financial statements above.

Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of Directors’ Responsibilities set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with International Standards on Auditing (UK and Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:  whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed;  the reasonableness of significant accounting estimates made by the directors; and  the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Declan Murphy for and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Dublin 21 July 2015

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Statement of Comprehensive Income

Notes

For the period ended 31 March 2014 US$

Income Total operating expenses

-

Net profit/(loss) for the period

-

Gains and losses arose solely from continuing operations. There were no gains or losses other than those dealt with in the Statement of Comprehensive Income above. The Financial Statements were approved by the Board of Directors on 21 July 2015. The notes on pages 12 to 14 form an integral part of these Financial Statements.

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Statement of Financial Position Notes

31 March 2014 US$

4

3

Assets Other Debtors Total assets

3

Liabilities Total liabilities

-

Total Net Assets

3

Financed by: Issued Share Capital

3

The Financial Statements were approved by the Board of Directors on 21 July 2015. The notes on pages 12 to 14 form an integral part of these Financial Statements.

On behalf of the Board of Directors Gerald Brady Michael Griffin

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Statement of Changes in Net Assets

Notes

For the period ended 31 March 2014 US$

Net assets at beginning of period

-

Increase/(Decrease) in net assets

-

Share capital issued

3

Net assets at end of period

3

The notes on pages 12 to 14 form an integral part of these Financial Statements.

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Statement of Cash Flows

Notes

For the period ended 31 March 2014 US$

Net cash inflow/outflow from operating activities

-

Net cash inflow/outflow from investing activities

-

Net cash inflow/outflow from financing activities

-

Net increase/decrease in cash and cash equivalents

-

Cash and cash equivalents at beginning of period

-

Cash and cash equivalents at end of period

-

The notes on pages 12 to 14 form an integral part of these Financial Statements.

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Notes to the Financial Statements 1. Introduction The Company is a dormant company for the period with variable capital incorporated on 19 November 2012 under the Companies Act, 2014.

2. Accounting policies The significant accounting policies adopted by the Company are as follows: 

Basis of accounting

 The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), which comprise Standards and Interpretations approved by the International Standards Board or their predecessors, as adopted by the EU, and those parts of the Companies Act, 2014 applicable to companies reporting under IFRS. The financial information presented within these financial statements has been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss. 

New standards, amendments and interpretations not yet adopted by the Company

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Company except the following. IFRS 9, Financial Instruments, (“IFRS 9”) addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39, Financial Instruments: Recognition and Measurement, (“IAS 39”) that relates to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9’s full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015. IFRS 9 has not yet been endorsed by the EU. There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Company. Taxation The Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997. It is not chargeable to Irish tax on its income and gains. Tax may arise on the happening of a “chargeable event”. A chargeable event includes any distribution payments to Shareholders or any encashment, redemption or transfer of shares. No tax will arise on the Company in respect of chargeable events in respect of: (i) a shareholder who is not Irish resident and not ordinarily resident in Ireland at the time of the chargeable event, provided the necessary signed statutory declarations are held by the Company; and 

(ii) certain exempted Irish resident investors who have provided the Company with the necessary signed statutory declarations.

Dividends, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country from which the investment income/gains are received and such taxes may not be recoverable by the Company or its shareholders.

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Notes to the Financial Statements

continued

2. Accounting policies (continued) 

Dividends

The Articles of Association permit the Directors to declare such dividends on any class of Shares as appear to the Directors to be justified by the profits of the Company. Dividends on shares are recognised in the Statement of Comprehensive Income as finance costs. No dividends have been declared during the period. Functional and presentation currency Items included in the Company’s financial statements are measured using the currency of the primary economic environment in which it operates (the “functional currency”). This is the US Dollar (“US$”). The Company has also adopted the US$ as its presentation currency.

3. Shares in issue The authorised share capital of the Company is 1,000,000,000,000 shares of no par value initially designated as unclassified Shares. The issued share capital of the Company is represented by 2 Shares issued for the purpose of the incorporation of the Company at an issue price of €1 per Share, which are beneficially owned by the AIFM.

4. Other Debtors 

  

For the period ended 31 March 2014 US$  3 3

Amounts due in respect of issued share capital Total Debtors

5. Related party transactions There were no related party transactions during the period.

6. Derivatives and financial instruments As the Company is a dormant entity there was no exposure to financial risks during the period.

7. Exchange rates The following are the exchange rates to the US$ used at the balance sheet date. 31 March 2014 equivalent of US$1 0.72601 0.60010

Eurozone € GBP £

8. Employees There are no employees in the Company.

9. Life of the Company Unless the life of the Company is terminated early, the Company will have a finite life of 15 years from the Final Closing Date following which it will be liquidated.

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Notes to the Financial Statements

continued

10. Subsequent events On 14 May 2014 the Company changed its name from SVG Private Equity Fund V plc to Aberdeen SVG Private Equity Fund of Funds plc. Niamh Ryan and Mary McKeena resigned as Directors of the Company on 19 June 2014. Gerald Brady, James Witter and Michael K Griffin were appointed as Directors of the Company on 19 June 2014. The Company held its first close on 27 June 2014 where 110,000,000 shares were issued and 2.5% of commitments were called.

11. Reporting Period The reporting period of this Annual Report is from the date of incorporation of the Company (19 November 2012) to 31 March 2014.

12. Approval of Financial Statements The Directors approved the Financial Statements on 21 July 2015.

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APPENDIX 7 : SCHEDULE OF INVESTMENTS Unaudited Schedule of Investments as at 31 December 2015

Underlying Private Equity Fund

Commitment amount

Net Asset Value as at 31 December 2015

Currency Domicile of Underlying Private Equity Fund

CCMP Capital Investors III, L.P.

10,000,000 4,991,963

USD

North America

Exponent Private Equity Partners III

6,500,000 1,617,906

GBP

Europe

Redview Capital L.P

4,000,000 -

USD

North America

Advantech Capital L.P

4,000,000 -

USD

North America

6,609,869

Source: Northern Trust International Fund Administration (Ireland) Limited

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