CARNEGIE FUND II FONDS COMMUN DE PLACEMENT AUDITED ANNUAL REPORT 31 DECEMBER 2013

Transcription

1 FONDS COMMUN DE PLACEMENT AUDITED ANNUAL REPORT 31 DECEMBER 2013 Subscriptions are only valid if made on the basis of the current prospectus accompanied by the latest annual report and the latest semi-annual report if published after the annual report

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3 TABLE OF CONTENTS GENERAL INFORMATION Management and Administration 3 Board of Directors of the Management Company 3 INVESTMENT MANAGER'S REPORTS 4-6 AUDIT REPORT 7-8 FINANCIAL STATEMENTS Statement of Net Assets 9-10 Net Asset Value per Unit 9-10 Statement of Operations and Changes in Net Assets Dividend Paid to Unitholders Statement of Changes in Number of Units Outstanding Financial Details Relating to the Last 3 Years SECURITIES PORTFOLIOS Carnegie Fund II - Biotechnology Sub-Fund Carnegie Fund II - Fund of Funds International Carnegie Fund II - Private Equity I Sub-Fund 21 Carnegie Fund II - Private Equity II Sub-Fund 22 Carnegie Fund II - Swedish Large Cap Sub-Fund Carnegie Fund II - Swedish Small Cap Sub-Fund NOTES TO THE FINANCIAL STATEMENTS

4 MANAGEMENT AND ADMINISTRATION MANAGEMENT COMPANY INVESTMENT MANAGERS Carnegie Fund Management Company S.A. Carnegie Investment Bank AB Centre Europe Regeringsgatan 56 5, Place de la Gare S Stockholm, Sweden L Luxembourg R.C.S. Luxembourg B Carnegie Asset Management CUSTODIAN BANK Fondsmaeglerselskab A/S Denmark, Banque Carnegie Luxembourg S.A. Sweden Branch Centre Europe Blasieholmsgatan 5 5, Place de la Gare S Stockholm, Sweden L-1616 Luxembourg LEGAL ADVISOR AUDITOR Arendt & Medernach PricewaterhouseCoopers, Société coopérative 14, rue Erasme 400, Route d'esch L-2082 Luxembourg L-1471 Luxembourg FUND ADMINISTRATOR, SUB FUND ADMINISTRATOR REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT Carnegie Fund Management Company S.A. Carnegie Fund Services S.A. Centre Europe Centre Europe 5, Place de la Gare 5, Place de la Gare L-1616 Luxembourg L Luxembourg CHAIRMAN : BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY Steinar LUNDSTROM Director Carnegie Fund Management Company S.A. DIRECTORS : Bruno VANDERSCHELDEN Director Carnegie Fund Management Company S.A. Mattias KOLM Director Carnegie Fund Management Company S.A. Rolf DOLANG Director Carnegie Fund Management Company S.A. 3

5 INVESTMENT MANAGER'S REPORTS CARNEGIE FUND II - BIOTECHNOLOGY SUB-FUND PERFORMANCE During the year, the net asset value per unit increased from EUR to EUR 20.77, and the return was 53.17%. The total net assets increased during the year from EUR million to EUR million. Net redemptions of units were EUR 2.84 million. INVESTMENT STRATEGY The Biotechnology Sub-Fund s investments mainly focus on investments in equities of companies in the biotechnology/bioscience area, including companies with activities in the areas of drug delivery, drug discovery, therapeutics, enabling technologies and diagnostics. CARNEGIE FUND II - FUND OF FUNDS INTERNATIONAL PERFORMANCE Class 1A Units: During the year, the net asset value per unit increased from USD to USD 16.74, and the return was 22.19%. The total net assets increased during the year from USD million to USD million. Class 1B Units: During the year, the net asset value per unit increased from USD to USD The total net assets increased during the year from USD million to USD million. Unitholders received a dividend of USD 0.78 per unit. The total increase of the unit class was thus 21.97%, after the distribution. Total net assets for all classes of units increased during the year from USD million to USD million. Net subscriptions of units were USD million. INVESTMENT STRATEGY The objective of the Sub-Fund is to achieve long term capital growth by investing mainly in a portfolio of carefully selected equity investment funds, including investment funds of the Carnegie Group. The Sub-Fund may invest, on an ancillary basis in transferable securities such as, but not limited to, global equities, debt securities and liquid assets within the investment limitations set out in the prospectus, denominated in any international currency and issued by issuers in developed countries. However, these ancillary investments will never in themselves constitute the main investment objective of the Sub-Fund. The information in this report represents historical data and is not an indication of future results 4

6 INVESTMENT MANAGER'S REPORTS CARNEGIE FUND II - PRIVATE EQUITY I SUB-FUND PERFORMANCE During the year, the net asset value per unit decreased from EUR to EUR 81.23, representing a loss of 10.45%. The total net assets decreased during the year from EUR million to EUR million, and the unit holders received a dividend of EUR per unit, paid in three parts during the year. Net redemptions of units were EUR 4.01 million. INVESTMENT STRATEGY The objective of the Sub-Fund is to achieve capital growth through investments in EQT V (N 1) Limited Partnership (the EQT Fund ), by way of contributing capital to the EQT Fund as a limited partner, pursuant to and in accordance with the terms and conditions of a limited partnership agreement between, inter alia, the general partner of the EQT Fund, the Sub-Fund and certain other limited partners (the Investment ). The EQT Fund will make controlling equity and equity-related investments in medium to large sized companies primarily based in or connected to Northern Europe. The Sub-Fund will make no investments other than the Investment provided that the Sub-Fund shall be entitled to, as part of its liquidity management, make investments in governmental bonds or similar financial instruments of a risk free nature, which shall be included in the definition Investment as used herein. CARNEGIE FUND II - PRIVATE EQUITY II SUB-FUND PERFORMANCE During the year, the net asset value per unit decreased from EUR to EUR 96.23, representing a loss of 9.32%. Total Net Assets decreased during the year from EUR million to EUR million, and the unit holders received a dividend of EUR per unit. Net redemptions of units were EUR 0.27 million. INVESTMENT STRATEGY The objective of the Sub-Fund is to achieve capital growth through investment in EQT Infrastructure (N 1) Limited Partnership, by way of contributing capital to EQT Infrastructure Fund ( EQT Infrastructure ) as a limited partner and thereby gaining partnership interest in EQT Infrastructure, pursuant to and in accordance with the terms and conditions of a limited partnership agreement between, inter alia, the general partner of EQT Infrastructure, the Sub- Fund and certain other limited partners (the Investment ). EQT Infrastructure will seek to make controlling and co-controlling equity and equity-related investments in infrastructure and infrastructure related assets and businesses which demonstrate established and/or strong prospects for a positive cash flow profile. The intention of EQT Infrastructure is to invest a majority of the total commitments in investments which are primarily connected to, or which have their principal assets located in Northern Europe and Eastern Europe. The Sub-Fund will make no investments other than the Investment provided that the Sub-Fund shall be entitled to, as part of its liquidity management, make investments in governmental bonds or similar financial instruments of a risk free nature, which shall be included in the definition Investment as used herein. The information in this report represents historical data and is not an indication of future results 5

7 INVESTMENT MANAGER'S REPORTS CARNEGIE FUND II - SWEDISH LARGE CAP SUB-FUND PERFORMANCE Class 1A Units: During the year, the net asset value per unit increased from SEK to SEK , and the return was 22.14%. Total Net Assets decreased during the year from SEK million to SEK 106 million. Net redemptions of units were SEK million. INVESTMENT STRATEGY The Sub-Fund aims to achieve long-term capital growth through a dynamic and analytical strategy. The Sub-Fund will focus on investing in shares, subscription rights and depository receipts listed in Sweden. The Sub-Fund may invest up to 10% of its net assets in shares, subscription rights and depository receipts listed in Denmark, Finland or Norway. The Sub-Fund shall invest at least 50% of its net assets in mid cap and large cap companies of which the market cap of the company at the time of the investment exceeds 1% of the total Swedish regulated markets. CARNEGIE FUND II - SWEDISH SMALL CAP SUB-FUND PERFORMANCE Class 1A Units: During the year, the net asset value per unit increased from SEK to SEK , and the return was 36.23%. Total Net Assets increased during the year from SEK million to SEK million. Net subscriptions of units were SEK million. INVESTMENT STRATEGY The Sub-Fund aims to achieve long-term capital growth through a dynamic and analytical strategy. The Sub-Fund will focus on investing in shares, subscription rights and depository receipts listed in Sweden. The Sub-Fund may invest up to 10% of its net assets in shares, subscription rights and depository receipts listed in Denmark, Finland or Norway. Investments will be made in small cap and mid cap companies of which the market cap of the company at the time of the investment does not exceed 1% of the total Swedish regulated markets. Luxembourg, 14 February, 2014 The information in this report represents historical data and is not an indication of future results 6

8 Audit report To the Unitholders of CARNEGIE FUND II We have audited the accompanying financial statements of CARNEGIE FUND II and of each of its sub-funds, which comprise the Statement of Net Assets and the Securities Portfolios as at 31 December 2013 and the Statement of Operations and Changes in Net Assets for the year then ended, and a summary of significant accounting policies and other explanatory notes to the financial statements. Responsibility of the Board of Directors of the Management Company for the financial statements The Board of Directors of the Management Company is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements and for such internal control as the Board of Directors of the Management Company determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the Réviseur d entreprises agréé Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the judgment of the Réviseur d entreprises agréé, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the Réviseur d entreprises agréé considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors of the Management Company, as well as evaluating the overall presentation of the financial statements. PricewaterhouseCoopers, Société coopérative, 400 Route d Esch, B.P. 1443, L-1014 Luxembourg T: , F: , Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n ) R.C.S. Luxembourg B TVA LU

9 JL pwc We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of CARNEGIE FUND II and of each of its sub-funds as of 31 December 2013, and of the results of their operations and changes in their net assets for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements. Other matters Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context of the financial statements taken as a whole. PiicewaterhouseCoopers, Société coopérative Luxembourg, 16 June 2014 Represented by Cyril Lamorletfe 8

10 STATEMENT OF NET ASSETS AS AT 31 DECEMBER 2013 COMBINED BIOTECHNOLOGY (SEK) SUB-FUND (EUR) ASSETS Investments at market value (Note 2.1) 2,160,667, ,035, Cash at banks 54,030, Dividends receivable (Note 2.4) 628, Receivable on subscriptions 12,938, , Unrealised gain on foreign exchange (Note 2.3) 1, Unrealised gain on forward foreign exchange contracts (Notes 2.1 & 5) 5, Other receivables 81, Total Assets 2,228,352, ,039, LIABILITIES Bank overdraft (Note 6) (7,218,586.81) (726,538.46) Brokers payable (10,378,914.42) 0.00 Subscription tax payable ("Taxe d'abonnement") (Note 4) (301,083.65) (2,834.83) Payable on redemptions (1,344,434.97) (41,625.19) Performance fee payable (Note 9) (16,826,416.05) (703,370.69) Total Liabilities (36,069,435.90) (1,474,369.17) NET ASSETS AT THE END OF THE YEAR 2,192,282, ,564, NET ASSET VALUE PER UNIT AS AT 31 DECEMBER 2013 BIOTECHNOLOGY SUB-FUND (EUR) Net Asset Value 22,564, Net Asset Value per unit - Class 1A Net Asset Value per unit - Class 1B 9

11 STATEMENT OF NET ASSETS AS AT 31 DECEMBER 2013 FUND OF FUNDS PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE CAP SWEDISH SMALL CAP INTERNATIONAL SUB-FUND SUB-FUND SUB-FUND SUB-FUND (USD) (EUR) (EUR) (SEK) (SEK) 201,252, ,648, ,859, ,471, ,363, ,983, ,425, , ,400, ,079, , , , , ,849, , ,903, ,083, ,120, ,247, ,292, (42,063.91) (143,863.89) (364,672.96) (10,378,914.42) (23,763.22) (1,913.80) (6,025.03) (13,159.43) (39,527.96) (123,194.60) (86,063.80) (96,727.65) 0.00 (897,720.22) (297,388.86) (189,021.73) (899,634.02) (303,413.89) (243,087.12) (10,879,842.99) 203,714, ,183, ,817, ,004, ,412, NET ASSET VALUE PER UNIT AS AT 31 DECEMBER 2013 FUND OF FUNDS PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE CAP SWEDISH SMALL CAP INTERNATIONAL SUB-FUND SUB-FUND SUB-FUND SUB-FUND (USD) (EUR) (EUR) (SEK) (SEK) 203,714, ,183, ,817, ,004, ,412,

12 STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEAR ENDED 31 DECEMBER 2013 COMBINED BIOTECHNOLOGY FUND OF FUNDS (SEK) SUB-FUND INTERNATIONAL (i) (EUR) (USD) INCOME Dividends, net (Note 2.4) 18,416, , ,949, Bank interest (Note 2.4) 16, Other Income Total Income 18,433, , ,949, EXPENSES Management fee (Note 8) (10,010,386.14) (230,343.80) (436,914.67) Performance fee (Note 9) (8,451,313.11) (703,899.54) 0.00 Taxe d abonnement (Note 4) (939,995.05) (10,511.46) (83,641.09) Bank and interest expenses (221,987.85) (24,851.75) (267.97) Total Expenses (19,623,682.15) (969,606.55) (520,823.73) Net investment gains/(losses) (1,190,564.00) (966,620.54) 1,428, Net realised gains/(losses) on investments (Note 2.2) 164,912, ,223, ,799, Net realised gains/(losses) on forward foreign exchange and foreign currency translations (Note 2.1 and 2.3) 1,661, (500,887.62) 1,539, Net realised gains/(losses) for the year 165,383, ,755, ,766, Change in net unrealised appreciation/ (depreciation) on investments 252,316, ,987, ,433, Change in net unrealised appreciation/(depreciation) on foreign exchange (Note 2.3) 1, Change in net unrealised appreciation/(depreciation) on forward foreign exchange contracts (Note 5) 14, , Result of operations for the year 417,716, ,743, ,202, Subscriptions 989,398, ,570, ,658, Redemptions (787,966,413.45) (4,412,839.12) (61,844,638.52) Dividend Paid (71,858,632.37) 0.00 (2,116,461.56) Increase/(decrease) in net assets 547,290, ,901, ,899, Net assets at the beginning of the year (i) 1,644,992, ,663, ,815, NET ASSETS AT THE END OF THE YEAR 2,192,282, ,564, ,714, Notes: (i) Net assets at the beginning of the year were translated at the exchange rate ruling as at 31 December The same net assets when translated at EUR = SEK , and USD = SEK (the exchange rates ruling as at 31 December 2012) reflect a figure of SEK 1,639,465, DIVIDEND PAID TO UNITHOLDERS FOR THE YEAR ENDED 31 DECEMBER 2013 BIOTECHNOLOGY SUB-FUND FUND OF FUNDS INTERNATIONAL (EUR) (USD) Class 1B - Dividend per Unit Class 1B - Ex-Date - 04/12/13 11

13 STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEAR ENDED 31 DECEMBER 2013 PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE CAP SWEDISH SMALL CAP SUB-FUND SUB-FUND SUB-FUND SUB-FUND (EUR) (EUR) (SEK) (SEK) ,036, ,812, , , ,042, ,822, (2,158,289.48) (2,999,139.39) (211,765.68) (37,873.96) (8,223.36) (6,953.06) (63,061.69) (111,057.18) (219,989.04) (44,827.02) (2,221,351.17) (3,110,196.57) (219,989.04) (44,827.02) 821, (287,732.44) 5,722, ,918, ,657, (395,660.36) (34,562.28) 3, , ,107, (79,389.30) 17,743, ,374, (2,486,412.67) 666, ,170, ,985, ,620, , ,914, ,359, , ,976, ,863, (4,006,939.26) (493,043.73) (213,986,036.76) (97,035,952.27) (4,489,060.68) (2,081,994.92) (5,875,279.68) (1,759,483.43) (10,095,576.36) 200,187, ,058, ,576, ,100, ,225, ,183, ,817, ,004, ,412, DIVIDEND PAID TO UNITHOLDERS FOR THE YEAR ENDED 31 DECEMBER 2013 PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE SWEDISH SMALL SUB-FUND SUB-FUND CAP CAP SUB-FUND SUB-FUND (EUR) (EUR) (SEK) (SEK) /03/13 03/01/ /07/ /09/13 12

14 STATEMENT OF CHANGES IN NUMBER OF UNITS OUTSTANDING FOR THE YEAR ENDED 31 DECEMBER 2013 BIOTECHNOLOGY SUB-FUND FUND OF FUNDS INTERNATIONAL Class 1A Units outstanding at January 1, ,228, ,914, Units issued 101, ,827, Units redeemed (244, ) (3,021, ) Units outstanding at December 31, ,086, ,720, Class 1B Units outstanding at January 1, ,018, Units issued - 1,054, Units redeemed - (1,207, ) Units outstanding at December 31, ,865,

15 STATEMENT OF CHANGES IN NUMBER OF UNITS OUTSTANDING FOR THE YEAR ENDED 31 DECEMBER 2013 PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE CAP SWEDISH SMALL CAP SUB-FUND SUB-FUND SUB-FUND SUB-FUND 232, , , , , ,338, ,661, (45, ) (5, ) (1,588, ) (690, ) 186, , , ,963,

16 FINANCIAL DETAILS RELATING TO THE LAST 3 YEARS BIOTECHNOLOGY SUB-FUND (EUR) FUND OF FUNDS INTERNATIONAL (USD) 31 December 2013 Total net assets - Class 1A 22,564, ,691, Net asset value per unit - Class 1A Total net assets - Class 1B - 41,022, Net asset value per unit - Class 1B December 2012 Total net assets - Class 1A 16,663, ,448, Net asset value per unit - Class 1A Total net assets - Class 1B - 37,366, Net asset value per unit - Class 1B December 2011 Total net assets - Class 1A 13,229, ,981, Net asset value per unit - Class 1A Total net assets - Class 1B - 27,436, Net asset value per unit - Class 1B

17 FINANCIAL DETAILS RELATING TO THE LAST 3 YEARS PRIVATE EQUITY I PRIVATE EQUITY II SWEDISH LARGE CAP SWEDISH SMALL CAP SUB-FUND SUB-FUND SUB-FUND SUB-FUND (EUR) (EUR) (SEK) (SEK) 15,183, ,817, ,004, ,412, ,058, ,576, ,100, ,225, ,673, ,164, ,226, ,020,

18 - BIOTECHNOLOGY SUB-FUND SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (EUR) ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Shares & Warrants Belgium 10,800 Thrombogenics 217, , Sweden 300,000 Aerocrine B 248, ,000 Medivir B 686, , United States of America 25,000 Acceleron Pharma 718, ,000 Alcobra 261, ,000 Alexion Pharmaceuticals 1,929, ,000 Alexza Pharmaceuticals 415, ,000 Auxilium Pharmaceuticals 301, ,900 Biogen Idec 2,009, ,700 BioMarin Pharmaceutical 1,108, ,500 Celgene 2,146, ,000 Cempra Holdings 584, ,000 Evoke Pharma 270, ,000 Gilead Sciences 2,017, ,600 InterMune 712, ,000 Isis Pharmaceuticals 636, ,000 Jazz Pharmaceuticals 1,653, ,000 Medivation 787, ,000 NeoStem 346, ,000 Oxford Immunotec Global 211, ,800 Regeneron Pharmaceuticals 1,758, ,000 Salix Pharmaceuticals 1,175, ,000 Seattle Genetics 781, ,500 Shire ADR 769, ,000 Stemline Therapeutics 284, ,000 Theravance 362, ,000 Vertex Pharmaceuticals 1,402, ,000 VIVUS 237, ,882, TOTAL SHARES & WARRANTS 24,035, TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING/ DEALT IN ON ANOTHER REGULATED MARKET 24,035, TOTAL SECURITIES PORTFOLIO 24,035,

19 - BIOTECHNOLOGY SUB-FUND INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Health Care Medical Equipment 0.94 Pharmaceuticals & Biotechnology A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 18

20 - FUND OF FUNDS INTERNATIONAL SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (USD) ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Investment Funds Canada 200,000 ishares S&P/TSX 60 Index Fund ETF 3,708, ,708, Germany 34,850 db x-trackers - DAX ETF 4,532, ,000 ishares STOXX Europe 600 (DE) ETF 5,851, ,384, Netherlands 600,800 ishares MSCI World Index ETF 21,151, ,151, United Kingdom 631,000 ishares MSCI Japan Fund ETF 7,761, ,761, United States of America 35,600 ishares Core MSCI Emerging Markets ETF 1,773, ,380 ishares MSCI Emerging Markets Index ETF 893, ,640 ishares S&P Global Consumer Discretionary Sector ETF 4,930, ,400 ishares S&P Global Consumer Staples Index ETF 4,429, ,000 ishares S&P Global Financials Sector Index Fund ETF 13,878, ,700 Industrial Select Sector SPDR Fund ETF 8,241, ,000 SPDR S&P Bank ETF 7,297, ,230 SPDR S&P 500 ETF Trust 14,817, ,000 SPDR Consumer Staples Select Sector ETF 4,598, ,250 ishares MSCI ACWI Index ETF 20,815, ,800 PowerShares QQQ Nasdaq 100 ETF 10,009, ,686, TOTAL INVESTMENT FUNDS 134,691, TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING/ DEALT IN ON ANOTHER REGULATED MARKET 134,691,

21 - FUND OF FUNDS INTERNATIONAL SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 Other Transferable Securities and money market instruments Investment Funds Ireland 1,386,247 Cazenove International Fund - UK Equity B 7,844, ,581 Gam Star - China Equity Fund 9,941, ,687,975 Gam Star - US All Cap Equity Fund 21,805, ,592, Luxembourg 180,585 Schroder ISF - European Equity Alpha A 12,747, ,747, Norway 120,273 Skagen Kon-Tiki Fund 12,303, ,303, Sweden 239,734 Carnegie Rysslandsfond 1,917, ,917, TOTAL INVESTMENT FUNDS 66,560, TOTAL OTHER TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS 66,560, TOTAL SECURITIES PORTFOLIO 201,252, INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Investment Funds A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 20

22 - PRIVATE EQUITY I SUB-FUND SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (EUR) ASSETS Investment Funds Guernsey 15,081, EQT V (No.1) Ltd Partnership 13,648, ,648, TOTAL INVESTMENT FUNDS 13,648, TOTAL SECURITIES PORTFOLIO 13,648, INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Investment Funds A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 21

23 - PRIVATE EQUITY II SUB-FUND SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (EUR) ASSETS Investment Funds Guernsey 11,648, EQT Infrastructure (No.1) Ltd Partnership 13,859, ,859, TOTAL INVESTMENT FUNDS 13,859, TOTAL SECURITIES PORTFOLIO 13,859, INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Investment Funds A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 22

24 - SWEDISH LARGE CAP SUB-FUND SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (SEK) ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Shares & Warrants Sweden 4,200 AarhusKarlshamn 1,730, ,400 ABB 6,018, ,700 Atlas Copco A 7,970, ,900 Autoliv SDB 4,084, ,100 Bilia A 1,820, ,000 Billerud 1,868, ,900 CDON Group 2,240, ,940 Ericsson B 4,548, ,050 Hennes & Mauritz B 10,085, ,667 Hexagon B 3,185, ,000 Husqvarna B 1,626, ,400 Medivir B 1,301, ,500 Modern Times Group 2,499, ,200 Net Entertainment B 2,059, ,100 Nordea Bank 10,146, ,000 NIBE Industrier B 1,595, ,100 Sandvik 3,364, ,300 SCA B 5,009, ,160 SEB A 7,815, ,400 SKF B 1,923, ,800 Svenska Handelsbanken A 3,412, ,800 Swedbank A 7,384, ,800 Trellborg B 1,509, ,400 Unibet Group SDB 3,229, ,400 Volvo B 7,043, ,471, TOTAL SHARES & WARRANTS 103,471, TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING/ DEALT IN ON ANOTHER REGULATED MARKET 103,471, TOTAL SECURITIES PORTFOLIO 103,471,

25 - SWEDISH LARGE CAP SUB-FUND INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Automobiles & Parts10.49 Banks Commercial Vehicles & Trucks 3.00 Food & Beverage 1.63 Forestry 4.73 Health Care 1.23 Household Goods 3.03 Industrial Engineering Media 4.47 Paper 1.76 Retail Software & Computer Services 4.99 Telecommunications A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 24

26 - SWEDISH SMALL CAP SUB-FUND SECURITIES PORTFOLIO AS AT 31 DECEMBER 2013 NOMINAL SECURITY DESCRIPTION MARKET % VALUE OF NET (SEK) ASSETS Transferable Securities and money market instruments admitted to an official stock exchange listing/dealt in on another regulated market Shares & Warrants Sweden 86,000 Addtech B 9,073, ,000 Balder B 5,940, ,100 Beijer Alma B 9,221, ,700 Bilia A 11,266, ,000 Boliden 12,798, ,000 CDON Group 9,164, ,891 DIBS Payment Services 5,844, ,143 Enea 7,201, ,484 Eolus Vind B 2,964, ,400 Hexpol B 13,206, ,000 Husqvarna B 6,582, ,661 IFS B 10,573, ,000 Intrum Justitia 12,780, ,400 JM 12,596, ,000 Klovern 2,850, ,500 Lindab International 9,351, ,000 Meda A 14,524, ,740 Medivir B 7,160, ,000 Micronic Mydata 7,316, ,000 Modern Times Group B 14,660, ,750 Net Entertainment B 10,399, ,438 ProAct IT Group 5,543, ,000 Readsoft B 4,752, ,300 Rejlers B 6,199, ,000 Securitas B 4,784, ,029 Systemair 12,552, ,000 Tele2 B 10,927, ,000 Transmode 11,106, ,000 Trelleborg B 18,417, ,000 Unibet Group SDB 10,867, ,000 Uniflex B 8,185, ,000 Vostok Nafta Investment SDB 11,018, ,000 Wihlborgs Fastigheter 5,532, ,363, TOTAL SHARES & WARRANTS 305,363, TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING/ DEALT IN ON ANOTHER REGULATED MARKET 305,363, TOTAL SECURITIES PORTFOLIO 305,363,

27 - SWEDISH SMALL CAP SUB-FUND INDUSTRY SECTOR ANALYSIS AS AT 31 DECEMBER 2013 SECTOR DESCRIPTION % OF NET ASSETS Commercial Vehicles & Trucks 4.15 Construction & Materials 7.81 Equity Investment Funds 3.46 Financial Services 4.01 General Industrials 2.90 Health Care 6.81 Household Goods 2.07 Industrial Engineering5.78 Media 7.48 Mining 4.02 Real Estate 8.47 Retail 3.54 Software & Computer Services Specialised Consumer Services 6.02 Technology Hardware & Equipment 2.85 Telecommunications A statement of changes in the composition of the portfolio is available to Unitholders free of charge on request from the Fund's registered office 26

28 NOTES TO THE FINANCIAL STATEMENTS As at 31 December GENERAL CARNEGIE FUND II (hereafter the Fund ) is an unincorporated collective investment fund ( fonds commun de placement ) constituted in Luxembourg on 9 May 2000 and does not qualify as an Undertaking for Collective Investment in Transferable Securities. The Fund is an Investment Fund under Part II of the Law of 17 December 2010 on Collective Investment Undertakings, as amended. The Fund is an unincorporated co-proprietorship of its securities and other assets, managed by Carnegie Fund Management Company S.A. ( the Management Company ). The Management Company was incorporated on 5 December 1995 in Luxembourg as a société anonyme. The assets of the Fund are segregated from those of the Management Company. The Fund has the following Sub-Funds: - Carnegie Fund II - Biotechnology Sub-Fund (Open-ended) - Carnegie Fund II - Fund of Funds International (Open-ended) - Carnegie Fund II - Private Equity I Sub-Fund (Closed-ended) - Carnegie Fund II - Private Equity II Sub-Fund (Closed-ended) - Carnegie Fund II - Swedish Large Cap Sub-Fund (Open-ended) - Carnegie Fund II - Swedish Small Cap Sub-Fund (Open-ended) Subscriptions and redemptions for the Carnegie Fund II Private Equity I Sub-Fund and Carnegie Fund II Private Equity II Sub-Fund, stated in these financial statements, are due to the issuing of new units in connection with drawdowns and forced redemptions in connection with capital distribution to the unitholders. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Valuation of investments The financial statements are established in accordance with the Luxembourg legal and regulatory requirements concerning undertakings for collective investments. (a) The value of any cash at hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, dividends and interests declared or due but not yet collected will be deemed to be the full value thereof, unless it is unlikely that such values are received in full, in which case the value thereof will be determined by deducting such amount the Directors of the Management Company consider appropriate to reflect the true value thereof. (b) Securities listed on a stock exchange or traded on any other regulated market will be valued at the last available price on such stock exchange or market. If a security is listed on several stock exchanges or markets, the last available price on the stock exchange or market, which constitutes the main market for such securities, will be determining. (c) Securities not listed on any stock exchange or traded on any regulated market will be valued at their last available market price. d) Securities for which no price quotation is available or for which the price referred to in (b) and/or (c) is not representative of the fair market value, will be valued by the Board of Directors of the Management Company prudently, and in good faith on the basis of their reasonable foreseeable sales prices. e) Investments in investment funds of the open ended type are taken at their latest net asset values reported by the administrator of the relevant investment fund. f) Financial futures contracts (on securities, interest rates and indices) are valued at the exchange quoted settlement price. While the contracts are open, unrealised gains and losses are recorded on "mark-tomarket" basis at the valuation date. When a contract is closed, the Fund records a realised gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the price at which the contract was originally written. g) Options contracts (on securities, currencies, interest rates and indices) are valued on the basis of the last available trade price. 27

29 NOTES TO THE FINANCIAL STATEMENTS As at 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2.1 Valuation of investments (continued) h) Forward foreign exchange contracts are valued by reference to the forward rate prevailing at the valuation date. i) Contracts for which no price quotation is available or for which the price referred to in (f) and/or (g) is not representative of the fair market value, will be valued prudently, and in good faith on the basis of their reasonable foreseeable sales prices. 2.2 Realised gains and losses on investments Realised gains and losses on sales of investments have been determined on the average cost and include transactions costs. 2.3 Foreign currency translation The combined financial statements of the Fund are maintained in SEK. The combined financial statements are the sum of the Sub-Funds financial statements equivalent in SEK translated, where applicable, at the rate of exchange ruling as at 31 December The market value of the investments and other assets and liabilities expressed in currencies other than the base currency of each Sub-Fund have been converted at the rates of exchange ruling as at 31 December The cost of investments in currencies other than the base currency of each Sub-Fund is converted at the rates of exchange prevailing at each Net Asset Value calculation date. The realised and change in net unrealised gains and losses on foreign exchange are recognised in the Statement of Operations and Changes in Net Assets. Income and expenses expressed in currencies other than the reference currency are converted at exchange rates ruling at the transaction date. 2.4 Dividend and interest income Dividends are shown net of withholding tax deducted at source, and are recorded as income on the ex-dividend date. Interest income and interest on cash are accrued on a daily basis. 2.5 Additional information - Year-end valuation The annual report is prepared on the basis of a NAV recomputed for reporting purposes only using closing prices as at 31 December EXCHANGE RATES AS AT 31 DECEMBER CAD = SEK 1 GBP = SEK 1 CHF = SEK 1 JPY = SEK 1 DKK = SEK 1 NOK = SEK 1 EUR = SEK 1 USD = SEK 28

30 NOTES TO THE FINANCIAL STATEMENTS As at 31 December TAXATION The Fund is registered under the Luxembourg law as a mutual investment fund ( Fonds Commun de Placement ). Accordingly, no Luxembourg income or capital gains tax is, at present, payable. It is subject, however, to an annual taxe d abonnement calculated at the annual rate of 0.05% of the net asset value of the Fund at the end of each quarter, excluding investments in other Luxembourg funds already subject to that tax. This tax is payable quarterly. 5 FORWARD FOREIGN EXCHANGE CONTRACTS At year-end, the sub-fund Carnegie Fund II Fund of Funds International has entered into the following forward foreign exchange contracts: Maturity Date CCY Purchased Amount Bought CCY Sold Amount Sold Unrealised appreciation/ (depreciation) USD 7th January, 2014 USD 486, SEK 3,126, BANK OVERDRAFT AND PLEDGES Total The Carnegie Fund II - Biotechnology Sub-Fund may borrow the equivalent of up to 25% of the total net assets for investment purposes. For all sub-funds of the Fund, the assets are pledged in favour of the Custodian to guarantee the liabilities of the sub-funds. 7 COMMITMENTS On 20 October 2006, Carnegie Fund II - Private Equity I Sub-Fund committed to invest EUR 30,000, in EQT V (No.1). At the date of this report, the Carnegie Fund II - Private Equity I Sub- Fund has paid the equivalent of 91.21% of its initial commitment and is committed to pay the remaining EUR 2,636, upon capital call notice from the manager of EQT V (No.1). On 16 May 2008, Carnegie Fund II - Private Equity II Sub-Fund committed to invest EUR 15,200, in EQT Infrastructure (No.1). At the date of this report, the Carnegie Fund II - Private Equity II Sub-Fund has paid the equivalent of 85.09% of its initial commitment and is committed to pay the remaining EUR 2,266, upon capital call notice from the manager of EQT Infrastructure (No.1). 29

31 NOTES TO THE FINANCIAL STATEMENTS As at 31 December MANAGEMENT FEE The Management Company is entitled to be paid a fee based on the net assets of each Sub-Fund as determined on each valuation date. The fee is accrued daily and payable monthly. The management fee rate applicable to each Sub-Fund, in % of the total net assets per year, is as follows: Carnegie Fund II - Biotechnology Sub-Fund - Class 1A 1.10% Carnegie Fund II - Fund of Funds International - Class 1A 0.25% Carnegie Fund II - Fund of Funds International - Class 1B 0.25% Carnegie Fund II - Swedish Large Cap Sub-Fund - Class 1A 1.60% Carnegie Fund II - Swedish Small Cap Sub-Fund - Class 1A 1.60% For Carnegie Fund II - Private Equity I Sub-Fund, the Management Company is entitled to an annual management fee equal to (i) 1% per annum of the total Commitments of all of the Unitholders in Carnegie Fund II - Private Equity I Sub-Fund until the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT V expires and (ii) following the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT V expires, until the liquidation of the Sub-Fund, 1% of the Net Asset Value of all Units in the Sub-Fund. The management fee shall be paid by the Unitholders on a pro rata basis based on ownership of Units in the Sub-Fund, quarterly in advance. For Carnegie Fund II - Private Equity II Sub-Fund, the Management Company is entitled to an annual management fee equal to (i) 1% per annum of the total Commitments of all of the Unitholders in Carnegie Fund II - Private Equity II Sub-Fund until the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT Infrastructure expires and (ii) following the sixth anniversary of the first closing date, or such earlier date when the commitment period in EQT Infrastructure expires, until the liquidation of the Sub-Fund, 1% of the Net Asset Value of all Units in the Sub-Fund. The management fee shall be paid by the Unitholders on a pro rata basis based on ownership of Units in the Sub-Fund, quarterly in advance. The management fees for Carnegie Fund II Private Equity I Sub-Fund and Carnegie Fund II Private Equity II Sub-Fund are paid outside of the Fund and no management fees are recorded in the Statement of Operations and Changes in Net Assets. Custody, administration, audit, legal and other expenses of the Fund are borne by the Management Company. 9 PERFORMANCE FEE The Management Company is entitled to an annual performance fee, accrued monthly, from the Carnegie Fund II - Biotechnology Sub-Fund s assets which is due as of the end of each fiscal year. The performance fee for any fiscal year is an amount equal to 20% of the net realised and unrealised appreciation, if any, in the Net Asset Value of the Units of the Fund (adjusted for the sale and redemption of Units) during the fiscal year, but only in the event the Sub-Fund s Net Asset Value has increased for that fiscal year and cumulatively since the issuance of Units by at least 5% per annum (pro-rated for a partial year). The Management Company is also entitled to an additional performance fee in respect of units issued during a fiscal year at a time when the Net Asset Value per Unit is less than the Net Asset Value at the beginning of the year. These adjustments are effected by redeeming a sufficient number of those Units at the end of the fiscal year so that the particular Unitholder is charged the appropriate performance fee. The Management Company will, if applicable, charge a performance fee in Carnegie Fund II - Private Equity I Sub- Fund and Carnegie Fund II - Private Equity II Sub-Fund equal to 8% of all proceeds received by the Sub-Fund following the point of time when the Sub-Fund has repaid the Unitholders all amounts drawn down from the Unitholders. The performance fee mechanisms are described in detail in the Fund s Prospectus. 30

32 NOTES TO THE FINANCIAL STATEMENTS As at 31 December TRANSACTION COSTS For the year ended 2013, the Fund incurred transaction costs which have been defined as the commission paid by the Fund to the intermediary relating to purchases or sales of transferable securities, money market instruments, derivatives or other eligible assets, as follows: Carnegie Biotechnology Sub-Fund - EUR 44, Carnegie Fund of Funds International - USD 617, Carnegie Private Equity I Sub-Fund - EUR 0.00 Carnegie Private Equity II Sub-Fund - EUR 0.00 Carnegie Swedish Large Cap Sub-Fund - SEK 338, Carnegie Swedish Small Cap Sub-Fund - SEK 423,