Société d Investissement à Capital Variable Luxembourg (SICAV) Audited Report for the period from March 22, 2010 (date of incorporation) to December 31, 2010 R.C.S. : Luxembourg B 152.084 Subscriptions to the Company s shares are only valid if they are made in accordance with the provisions of the current prospectus (simplified or complete) accompanied by the most recent annual report available and, in addition, by the most recent half-year report if this was published after the most recent annual report.
Table of Contents Page Management and Administration 3 Information to Shareholders 4 The Chairman s Report 5 Audit Report 6 Statement of Net Assets 8 Statement of Operations and Changes in Net Assets 9 Changes in the Number of Shares 10 Statistics 10 Solidar SICAV Global Fokus Statement of Investments 11 Geographical and Economic Breakdowns 13 Solidar SICAV Global Tillväxt Statement of Investments 14 Geographical and Economic Breakdowns 16 Notes to the Financial Statements 17 2
Management and Administration BOARD OF DIRECTORS Chairman Per Ström Head of Asset Management SOLIDAR FONDSERVICE i Sverige AB. PO Box 3194 SE-90304 Umea Sweden Directors Philippe Meloni Managing Director LEMANIK ASSET MANAGEMENT LUXEMBOURG S.A. 41, Op Bierg L-8217 Mamer Grand Duchy of Luxembourg Peter Helle Partner WISTRAND ADVOKATBYRÅ PO Box 7543 SE-103 93 Stockolm Sweden Jean-Philippe Claessens Senior Vice-President LEMANIK ASSET MANAGEMENT LUXEMBOURG S.A. 41, Op Bierg L-8217 Mamer Grand Duchy of Luxembourg DOMICILIARY AGENT LEMANIK ASSET MANAGEMENT LUXEMBOURG S.A. 41, Op Bierg L-8217 Mamer Grand Duchy of Luxembourg ADMINISTRATIVE, TRANSFER AGENT AND CORPORATE AGENT, AND LISTING AGENT RBC Dexia Investor Services Bank S.A. 14, Porte de France L-4360 Luxembourg Grand Duchy of Luxembourg INVESTMENT MANAGER SOLIDAR FONDSERVICE i Sverige AB. PO Box 3194 SE-90304 Umea Sweden AUDITOR PricewaterhouseCoopers S.à r.l. 400, Route d Esch B.P. 1443 L-1014 Luxembourg Grand Duchy of Luxembourg PROMOTER LEMANIK S.A. Via Cantonale 19 CH-6900 Lugano Switzerland Gianluigi SAGRAMOSO Director LEMANIK S.A. Via Cantonale 19 CH-6900 Lugano Switzerland REGISTERED OFFICE 41, Op Bierg L-8217 Mamer Grand Duchy of Luxembourg MANAGEMENT COMPANY LEMANIK ASSET MANAGEMENT LUXEMBOURG S.A. 41, Op Bierg L-8217 Mamer Grand Duchy of Luxembourg CUSTODIAN BANK AND PAYING AGENT RBC Dexia Investor Services Bank S.A. 14, Porte de France L-4360 Luxembourg Grand Duchy of Luxembourg 3
Information to Shareholders The full prospectus, the simplified prospectus and the latest published annual and semi-annual reports shall be available at the registered office of the Company and from the distributors and shall be remitted to subscribers free of charge upon their request. Further information and additional documentation may be obtained from the Company s registered office during normal business hours. Publication of prices The net asset value of each share or category of share is made available to the public at the Company s registered office. The Board of Directors will also make the net asset value available to the public by all the means that it deems appropriate or that are required by laws. In addition, they shall be inserted in one or more newspapers the Board of Directors may decide. Financial year Each year, the Company publishes a report detailing its activity and the management of its assets, including the consolidated balance sheet and profit and loss account. The first audited report will be established. The annual reports will be published within four months of the closure of the financial year. Semi-annual reports will be published within the two months following the end of the half year. At the end of each half-year, the Company will publish a semi-annual report including, inter alia, the composition of the portfolio, the movements in the portfolio over the period, the number of shares in circulation and the number of shares issued and redeemed since the last publication. The first semi-annual report will be established as at June 30, 2011. Meetings The Annual General Meeting of Shareholders will be held in Luxembourg, at the Company s registered office or at any other location in Luxembourg specified in the convening notice, on the second Wednesday of April at 2.00 pm (Luxembourg time), or if any such day is bank holiday in Luxembourg, the Annual General Meeting shall be held on the preceding Luxembourg bank business day. If bearer shares are issued, notices of all general meetings will be published, in accordance with the Luxembourg Law. Notices of all general meetings will be sent to registered shareholders at their address mentioned in the Register of Shareholders at least 8 days before the general meeting. 4
The Chairman s Report When the global financial markets collapsed during the worldwide financial meltdown of late 2008, the forecasts where bleak. It was at that point in time that the preparations for the Solidar SICAV where initiated. The dramatic turnaround that started in the beginning of March 2009 was followed by a greater optimism for global economic growth and displayed signs of stabilisation progressively surfaced. During 2010, when Solidar SICAV was launched, the recovery from the crisis has continued with strength. However, despite the overall positive market trend, investors nervousness across regions is still present. Solidar SICAV was registered by the Commission de Surveillance du Secteur Financier in Luxembourg on March 22, 2010 and was accepted for distribution in Sweden on June 22, 2010. The Board of Directors has appointed Solidar Fondservice i Sverige AB to act as investment manager in relation to the Solidar SICAV Global Fokus and the Solidar SICAV Global Tillväxt sub-funds. Solidar Fondservice i Sverige AB also act as main distributor in Sweden, and the sub-funds are also distributed through the Swedish Premium Pension system. Since the commercial launch, Solidar SICAV has experienced a strong growth in relatively short time. The net assets under management for the two sub-funds amounted to EUR 491.73 million. This increase can mainly be accounted for by large positive net flows in the Solidar SICAV Global Fokus. The size of this sub-fund amounts to EUR 388.76 million as at December 31, 2010. During the year, provisions were made to augment the Solidar SICAV s product range with one new institutional share class which has been launched in January 2011. For Solidar SICAV, the year 2010 marked a satisfactory first year in which market developments for the most part played to the sub-funds advantage. We are thereto optimistic about the future development of the sub-funds. March 29, 2011 Per Ström Chairman of the Board The information contained in this report relates to historical data and provides no indication of the future development of the Company. 5
We have audited the accompanying financial statements of Solidar SICAV and of each of its sub-funds, which comprise the statement of net assets and the statement of investments and the statement of operations and changes in net assets for the period from March 22, 2010 (date of incorporation) to December 31, 2010, and a summary of significant accounting policies and other explanatory notes to the financial statements. Responsibility of the Board of Directors of the SICAV for the financial statements The Board of Directors of the SICAV is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements and for such internal control as the Board of Directors of the SICAV determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the 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 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 SICAV, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers S.à r.l., 400 Route d Esch, B.P. 1443, L-1014 Luxembourg T: +352 494848 1, F:+352 494848 2900, www.pwc.lu Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n 00123693) R.C.S. Luxembourg B 65 477 - Capital social EUR 516 950 - TVA LU17564447 6
Opinion In our opinion, the financial statements give a true and fair view of the financial position of Solidar SICAV and of each of its sub-funds as of December 31, 2010, and of the results of their operations and changes in their net assets for the period from March 22, 2010 (date of incorporation) to December 31, 2010 in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements. Other matters Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context of the financial statements taken as a whole. PricewaterhouseCoopers S.à r.l. Luxembourg, April 8, 2011 Represented by Marc Schernberg 7
Statement of Net Assets Global Fokus Global Tillväxt Combined Notes SEK SEK EUR ASSETS Investments portfolio at market value (2) 2,974,538,381 787,471,021 417,116,572 Cash at bank 559,649,807 149,300,841 78,605,615 Receivable on subscriptions 1,597,002 21,228 179,423 Interest and dividends receivable, net 904,093 281,633 131,469 TOTAL ASSETS 3,536,689,283 937,074,723 496,033,079 LIABILITIES Payable on redemptions 1,201,743 623,210 202,344 Investment Manager fee payable (4) 8,976,672 2,708,928 1,295,653 Performance fee payable (4) 19,317,861 4,846,666 2,679,266 Management Company fee payable (3) 290,617 42,248 36,907 Custodian fee payable (5) 111,501 21,884 14,789 Administration and transfer agent fee payable (6) 197,785 65,026 29,139 Taxes and expenses payable 332,753 75,441 45,259 TOTAL LIABILITIES 30,428,932 8,383,403 4,303,357 TOTAL NET ASSETS 3,506,260,351 928,691,320 491,729,722 Net asset value per share Class I 105.22 104.93 Number of shares outstanding Class I 33,323,892.715 8,850,741.294 8 The accompanying notes form an integral part of these financial statements.
Statement of Operations and Changes in Net Assets for the period from March 22, 2010 (date of incorporation) to December 31, 2010 Global Fokus Global Tillväxt Combined Notes SEK SEK EUR NET ASSETS AT THE BEGINNING OF THE PERIOD - - - INCOME Dividends, net 7,462,014 2,375,810 1,090,779 Bank interest, net 241,694 67,178 34,246 TOTAL INCOME 7,703,708 2,442,988 1,125,025 EXPENSES Investment Manager fee (4) 8,992,952 2,715,825 1,298,222 Management Company fee (3) 642,535 212,859 94,843 Performance fee (4) 19,317,861 4,846,666 2,679,266 Custodian fee (5) 152,066 47,940 22,176 Administration and transfer agent fee (6) 269,520 121,679 43,375 Audit, printing and publication expenses 327,706 102,882 47,742 Subscription tax (8) 88,398 23,223 12,376 Bank charges 3,676 2,849 723 Interest paid 23,926-2,653 Other charges (7) 530,736 227,777 84,101 TOTAL EXPENSES 30,349,376 8,301,700 4,285,477 NET RESULT ON INVESTMENTS (22,645,668) (5,858,712) (3,160,452) Net realised gain on sales of investments (2) 19,150,437 6,844,714 2,882,239 Net realised loss on forward foreign exchange contracts (2) (6,117,464) (2,371,790) (941,255) NET REALISED LOSS (9,612,695) (1,385,788) (1,219,468) Change in net unrealised appreciation on investments 142,184,529 37,466,441 19,918,982 NET INCREASE IN NET ASSETS AS A RESULT OF OPERATIONS 132,571,834 36,080,653 18,699,514 EVOLUTION OF THE CAPITAL Subscriptions of shares 3,392,361,548 897,688,832 475,663,646 Redemptions of shares (18,673,031) (5,078,165) (2,633,438) NET ASSETS AT THE END OF THE PERIOD 3,506,260,351 928,691,320 491,729,722 The accompanying notes form an integral part of these financial statements. 9
Changes in the Number of Shares for period from March 22, 2010 (date of incorporation) to December 31, 2010 Global Fokus Global Tillväxt Class I Number of shares outstanding at the beginning of the period - - Number of shares issued 33,502,905.558 8,899,402.646 Number of shares redeemed (179,012.843) (48,661.352) Number of shares outstanding at the end of the period 33,323,892.715 8,850,741.294 Statistics Global Fokus SEK Global Tillväxt SEK Total Net Asset Value December 31, 2010 3,506,260,351 928,691,320 Net asset value per share December 31, 2010 Class I 105.22 104.93 10 The accompanying notes form an integral part of these financial statements.
Global Fokus Statement of Investments (expressed in SEK) Description Quantity / Face value Currency Cost Evaluation % net assets Transferable securities admitted to an official stock exchange listing Investment Funds France AMUNDI ETF MSCI JAPAN 235,610 EUR 217,408,130 236,383,014 6.74 Lyxor ETF MSCI EM.MARK. -A-/CAP/DIS 1,500 EUR 106,694 117,428 0.01 217,514,824 236,500,442 6.75 Ireland ISHARES MSCI NORTH AMERICA 535 USD 88,415 90,602 0 POWERSHARES GL./ EQQQ /USD 1,040,600 EUR 360,482,229 386,390,334 11.02 360,570,644 386,480,936 11.02 Luxembourg DB-X TRACKERS EMERGING MARKETS-1C-/ETF 1,661,333 EUR 466,405,875 480,975,870 13.72 DB-X TRACKERS MSCI JAPAN T-1C-/CAP 429,000 EUR 114,734,449 118,164,736 3.37 DB-X TRACKERS MSCI USA-1C-/ETF 410 EUR 83,659 83,312 0 DB-X TRACKERS S&P 500-1C-/CAP 12,200 USD 1,485,481 1,622,336 0.05 582,709,464 600,846,254 17.14 Sweden XACT OMXS30 4,567,198 SEK 487,799,719 518,651,005 14.79 XACT OMXSB 1,196,134 SEK 353,055,181 378,277,377 10.79 840,854,900 896,928,382 25.58 United States of America ISHARES TRUST/S&P 500 INDEX FD 178,700 USD 144,054,132 151,673,826 4.33 VANGUARD EMERGING MARKET /ETF 1,531,100 USD 486,550,823 495,626,538 14.13 630,604,955 647,300,364 18.46 Total Investment Funds 2,632,254,787 2,768,056,378 78.95 Shares Finland NOKIA OY 6,105 SEK 407,713 423,077 0.01 407,713 423,077 0.01 Great Britain ASTRAZENECA PLC 18,672 SEK 6,254,512 5,775,250 0.16 6,254,512 5,775,250 0.16 Sweden ALFA LAVAL AB 29,739 SEK 3,689,480 4,214,015 0.12 ASSA ABLOY AB -B- 24,437 SEK 4,586,674 4,630,811 0.13 ATLAS COPCO AB -A- 59,138 SEK 9,224,224 10,035,719 0.29 ATLAS COPCO B 27,489 SEK 3,850,384 4,181,077 0.12 BOLIDEN AB 19,278 SEK 2,349,235 2,635,303 0.08 CDON GROUP 4,177 SEK 149,217 129,905 0 ELECTROLUX AB -B- 21,135 SEK 3,573,601 4,036,785 0.12 ERICSSON TEL. -B- 212,183 SEK 15,613,863 16,582,101 0.47 GETINGE AB -B- 15,673 SEK 2,331,740 2,208,326 0.06 HENNES & MAURITZ AB 102,906 SEK 24,400,917 23,050,944 0.66 INVESTOR AB -B- 32,095 SEK 4,473,069 4,618,471 0.13 LUNDIN PETROLEUM AB 22,402 SEK 1,549,873 1,873,927 0.05 MODERN TIMES GROUP AB -B- 4,177 SEK 2,028,088 1,858,765 0.05 NORDEA BANK AB 284,815 SEK 20,459,942 20,834,217 0.59 SANDVIK AB 83,574 SEK 10,134,234 10,956,551 0.31 The accompanying notes form an integral part of these financial statements. 11
Global Fokus Statement of Investments (continued) (expressed in SEK) Quantity / Face value Currency Cost Evaluation % net assets Description SCANIA AB -B- 28,186 SEK 4,100,294 4,360,374 0.12 SECURITAS AB -B- 24,509 SEK 1,858,711 1,927,633 0.06 SKANDINAV.ENSK.BANKEN -A- 152,886 SEK 7,969,344 8,576,905 0.24 SKANSKA -B- 28,132 SEK 3,552,034 3,749,996 0.11 SKF AB -B- 28,900 SEK 5,433,025 5,537,240 0.16 SSAB CORPORATION -A- 16,958 SEK 1,621,147 1,916,254 0.06 SVENSKA CELLUL. -B- 42,501 SEK 4,396,801 4,513,606 0.13 SVENSKA HANDELSBANKEN -A- 43,090 SEK 9,156,892 9,260,041 0.26 SWEDBANK AB -A- 67,099 SEK 6,072,139 6,293,886 0.18 SWEDISH MATCH AB 16,280 SEK 3,187,589 3,169,716 0.09 TELE2 AB -B- 29,596 SEK 4,207,695 4,131,602 0.12 TELIASONERA AB 320,100 SEK 17,742,407 17,061,330 0.49 VOLVO -B- 102,210 SEK 10,379,502 12,111,885 0.35 188,092,121 194,457,385 5.55 Switzerland ABB LTD ZUERICH /NAMEN. 38,432 SEK 5,344,719 5,826,291 0.17 5,344,719 5,826,291 0.17 Total Shares 200,099,065 206,482,003 5.89 Total Transferable securities admitted to an official stock exchange listing 2,832,353,852 2,974,538,381 84.84 TOTAL INVESTMENT PORTFOLIO 2,832,353,852 2,974,538,381 84.84 12 The accompanying notes form an integral part of these financial statements.
Global Fokus Geographical and Economic Breakdowns (in percentage of net assets) Geographical breakdown % Sweden 31.13 United States of America 18.46 Luxembourg 17.14 Ireland 11.02 France 6.75 Switzerland 0.17 Great Britain 0.16 Finland 0.01 84.84 Economic breakdown % Investment Funds 78.95 Banks and Financial Institutions 1.27 News Transmission 1.14 Mechanics, Machinery 1.13 Retail 0.66 Automobile Industry 0.47 Pharmaceuticals and Cosmetics 0.22 Electronics and Electrical Equipment 0.17 Mines, Heavy Industries 0.14 Forest Products and Paper Industry 0.13 Holding and Finance Companies 0.13 Consumer Goods 0.12 Construction Building Material 0.11 Tobacco and Spirits 0.09 Other Services 0.06 Petrol 0.05 84.84 13
Global Tillväxt Statement of Investments (expressed in SEK) Description Quantity / Face value Currency Cost Evaluation % net assets Transferable securities admitted to an official stock exchange listing Investment Funds France LYXOR ETF MSCI ASIA APEX 50 39,300 EUR 21,875,023 23,379,475 2.52 21,875,023 23,379,475 2.52 Ireland BLACKROCK IR-ISH MSCI FE EX-JP 207,375 GBP 62,108,008 65,351,803 7.04 POWERSHARES GL./ EQQQ /USD 325,200 EUR 112,173,527 120,751,621 13.00 174,281,535 186,103,424 20.04 Luxembourg DB-X TRACKERS EMERGING MARKETS-1C-/ETF 155,630 EUR 43,073,184 45,056,755 4.85 DB-X TRACKERS MSCI USA-1C-/ETF 407,800 EUR 75,356,729 82,864,779 8.92 SHB SICAV XACT NORDIC 120 ETF 244,259 SEK 22,923,422 24,279,345 2.62 UBS-ETF MSCI EM -I-/DIS 57 EUR 43,582,320 44,611,272 4.80 184,935,655 196,812,151 21.19 Sweden XACT FONDER AB 352,180 SEK 105,242,689 111,376,925 11.99 XACT NORDIC 30 371,440 SEK 22,933,548 24,032,168 2.59 128,176,237 135,409,093 14.58 United States of America VANGUARD EMERGING MARKET /ETF 471,500 USD 147,556,542 152,627,465 16.43 147,556,542 152,627,465 16.43 Total Investment Funds 656,824,992 694,331,608 74.76 Shares Finland NOKIA OY 2,758 SEK 188,604 191,129 0.02 188,604 191,129 0.02 Great Britain ASTRAZENECA PLC 8,439 SEK 2,695,920 2,610,183 0.28 2,695,920 2,610,183 0.28 Sweden ALFA LAVAL AB 13,434 SEK 1,829,283 1,903,599 0.21 ASSA ABLOY AB -B- 11,037 SEK 2,128,998 2,091,512 0.23 ATLAS COPCO AB -A- 26,719 SEK 4,523,115 4,534,214 0.49 ATLAS COPCO STK -B- 12,421 SEK 1,892,664 1,889,234 0.20 BOLIDEN AB 8,706 SEK 1,174,156 1,190,110 0.13 ELECTROLUX AB -B- 9,545 SEK 1,807,772 1,823,095 0.20 ERICSSON TEL. -B- 95,864 SEK 7,342,058 7,491,772 0.81 GETINGE AB -B- 7,079 SEK 984,473 997,431 0.11 HENNES & MAURITZ AB 46,495 SEK 10,866,663 10,414,880 1.12 INVESTOR AB -B- 14,499 SEK 2,077,295 2,086,406 0.23 LUNDIN PETROLEUM AB 10,120 SEK 784,186 846,538 0.09 MODERN TIMES GROUP AB -B- 1,888 SEK 887,048 840,160 0.09 NORDEA BANK AB 128,680 SEK 9,514,207 9,412,942 1.01 SANDVIK AB 37,761 SEK 4,858,493 4,950,467 0.53 SCANIA AB -B- 12,733 SEK 2,010,272 1,969,795 0.21 SECURITAS AB -B- 11,075 SEK 859,296 871,049 0.09 SKANDINAV.ENSK.BANKEN -A- 69,075 SEK 3,894,322 3,875,108 0.42 14 The accompanying notes form an integral part of these financial statements.
Global Tillväxt Statement of Investments (continued) (expressed in SEK) Quantity / Face value Currency Cost Evaluation % net assets Description SKANSKA -B- 12,711 SEK 1,646,898 1,694,376 0.18 SKF AB -B- 13,057 SEK 2,485,990 2,501,721 0.27 SSAB CORPORATION -A- 7,664 SEK 849,596 866,032 0.09 SVENSKA CELLUL. -B- 19,199 SEK 2,013,061 2,038,934 0.22 SVENSKA HANDELSBANKEN -A- 19,472 SEK 4,190,521 4,184,533 0.45 SWEDBANK AB -A- 30,314 SEK 2,885,819 2,843,453 0.31 SWEDISH MATCH AB 7,353 SEK 1,425,724 1,431,629 0.15 TELE2 AB -B- 13,368 SEK 1,955,379 1,866,173 0.20 TELIASONERA AB 142,938 SEK 7,679,609 7,618,595 0.82 VOLVO -B- 46,182 SEK 5,174,970 5,472,567 0.59 87,741,868 87,706,325 9.45 Switzerland ABB LTD ZUERICH /NAMEN. 17,360 SEK 2,553,196 2,631,776 0.28 2,553,196 2,631,776 0.28 Total Shares 93,179,588 93,139,413 10.03 Total Transferable securities admitted to an official stock exchange listing 750,004,580 787,471,021 84.79 TOTAL INVESTMENT PORTFOLIO 750,004,580 787,471,021 84.79 The accompanying notes form an integral part of these financial statements. 15
Global Tillväxt Geographical and Economic Breakdowns (in percentage of net assets) Geographical breakdown % Sweden 24.03 Luxembourg 21.19 Ireland 20.04 United States of America 16.43 France 2.52 Great Britain 0.28 Switzerland 0.28 Finland 0.02 84.79 Economic breakdown % Investment Funds 74.76 Banks and Financial Institutions 2.19 News Transmission 1.94 Mechanics, Machinery 1.93 Retail 1.12 Automobile Industry 0.80 Pharmaceuticals and Cosmetics 0.39 Electronics and Electrical Equipment 0.28 Holding and Finance Companies 0.23 Forest Products and Paper Industry 0.22 Mines, Heavy Industries 0.22 Consumer Goods 0.20 Construction Building Material 0.18 Tobacco and Spirits 0.15 Other Services 0.09 Petrol 0.09 84.79 16
Notes to the Financial Statements NOTE 1 GENERAL INFORMATION Solidar SICAV (the Company ) was incorporated as an open-ended Investment Company with Variable Capital (Société d Investissement à Capital Variable SICAV) with multiple sub-funds, on March 22, 2010. The Company is governed by the Part I of the Law of 20 December 2002 concerning Undertakings for Collective Investments. The duration of the Company is indefinite. The duration of the sub-funds may be limited. The Company has appointed a Management Company authorised in accordance with chapter 13 of the Law of 2002. The Company is registered with the Luxembourg Register under number B 152.084. The Articles were published in the "Mémorial C", Recueil des Sociétés et Associations (the Mémorial ) on April 2, 2010. The articles of incorporation have been last amended on August 31, 2010 and published in the Mémorial on November 10, 2010. The consolidated figures of the Company are expressed in EUR. The Company offers two share classes in two sub-funds as follows: Name of Sub-Fund Currency Share Classes Type of Share Share Category Global Fokus SEK Class I Capitalisation Institutional Capitalisation Shares SEK Class R Capitalisation Retail Capitalisation Shares Global Tillväxt SEK Class I Capitalisation Institutional Capitalisation Shares SEK Class R Capitalisation Retail Capitalisation Shares As at December 31, 2010, only the Class I has been activated. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company maintains the books and records of each individual sub-funds in their respective currency and prepares combined statements in EUR. The financial statements have been prepared using accounting principles generally accepted in Luxembourg including the following accounting policies: a) Valuation of investments The value of security and/or financial derivative instrument which are quoted or dealt in on any stock exchange or dealt in on another regulated market, the last available price, on the stock exchange which is normally the principal market for such assets. In the event that any securities are not quoted or dealt in on a stock exchange or another regulated market in regular operation, recognised and open to the public, or for any of the securities, no price quotation is available, or if the price is not representative of the fair market value of the relevant securities, the value of such securities will be determined based on the reasonably foreseeable sales price determined prudently and in good faith by the Board of Directors. Units of UCITS and/or other UCI will be evaluated at their last determined and available net asset value per unit or, if such price is not representative of the fair market value of such assets, then the price shall be determined by the Board of Directors prudently and in good faith. All other assets will be valued at their respective fair values as determined in good faith by the Directors in accordance with generally accepted valuation principles and procedures. b) Net realised gain / (loss) on sales of securities The net realised gain or loss on sales of securities is determined on the basis of the average cost of securities sold. c) Conversion of foreign currencies of each sub-fund The market value of securities as well as other assets and liabilities expressed in currencies other than the base currency of the respective sub-funds are translated at the exchange rates prevailing. The following exchange rates are used to convert the securities and other assets and liabilities denominated in currencies other than the base currency of the sub-funds : 1 SEK = 0.1109 EUR 1 SEK = 0.0950 GBP 1 SEK = 0.1487 USD 17
Notes to the Financial Statements (continued) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income and expenses in currencies other than the base currency of the respective sub-funds are translated at the exchange rates prevailing at transaction date. The resulting gains and losses on translation are included in the statement of operations and changes in net assets. d) Futures Unrealised gains or losses on open futures positions are valued on the basis of the quoted contract rate prevailing at the relevant valuation date and are included in the statement net assets. Changes in unrealised gains or losses are included in the statement of operations and changes in net assets. e) Forward foreign exchange contracts Outstanding forward foreign exchange contracts are valued on the basis of forward exchange rates prevailing at the relevant valuation date for the remaining period to maturity and unrealised gains or losses are included in the statement of net assets. Changes in unrealised gains or losses are included in the statement of operations and changes in net assets. (f) Consolidation of the Company The consolidated figures of the Company are expressed in EUR and include the total of the financial statements of the different sub-funds. NOTE 3 MANAGEMENT COMPANY FEE Lemanik Asset Management Luxembourg S.A. (hereinafter referred to as the Management Company ) was appointed as Management Company of the Company under the terms of an agreement with an indefinite duration signed on March 25, 2010. As compensation for the services rendered, the Management Company will receive the following remuneration:. a risk management fee of 0.05% per annum on the assets payable monthly and calculated on the average net assets of each sub-fund;. a management company and domiciliary fee of 0.05% per annum payable monthly on the net asset value from 0 to 100 Million EUR ; 0.04% per annum payable monthly on the net asset value over 100 Million EUR, with a minimum of EUR 1,750 per month per sub-fund for the first year, the minimum will be accrued starting June 1, 2010. NOTE 4 INVESTMENT MANAGER FEE AND PERFORMANCE FEE The Management Company has appointed, with the consent of the Company, SOLIDAR FONDSERVICE i Sverige AB as Investment Manager of the Company under the terms of an agreement with an indefinite duration signed on March 25, 2010. The Company will pay a global fee that will include fees payable to the Investment Manager and approved Distributors as well as to the foreign Paying Agent. The above global fee is set at a maximum of 1,5% for the I Share Class per annum for the Global Fokus sub-fund and Global Tillväxt sub-fund, and 2.25% for the R Share Class per annum for the Global Fokus sub-fund and Global Tillväxt sub-fund. This fee is payable quarterly and calculated on the average net asset value of each sub-fund concerned for the quarter in question. The Investment Manager is entitled to a performance fee equal to 10% of the outperformance, in Year To Date basis ("YTD"), of each Share Class of the sub-fund over the High Water Mark ("HWM") and above the performance of the composed benchmark calculated as return of 50% of the MSCI World Free in EUR (MSDUWIF Index) and 50% of the BarCap EUR Govt All Bonds Total Return (BCEE1T Index) for the net asset value per share of the sub-funds. The HWM shall be defined as the greater of the Net Asset Value per Share as at the Launch Date and the highest Net Asset Value per share in effect immediately after the Launch Date or in effect immediately after the end of any Subsequent Performance Period in respect of which a performance Fee was payable. HWM reset at the end of the payable period: - if a performance fee is paid, we will report the previous NAV per share; - if no performance fee is paid, we will report the previous HWM. The Performance fee is deemed to be accrued at each valuation day. The first Performance Period will be the period commencing on the Launch Date and ending on December 31, 2010. For the first time, the performance fee will be paid at the last day of the Performance Fee Period, and then, it will be payable on a monthly basis in respect of each calendar month to the Investment Manager in arrears within the Business Days of the end of each Performance Fee Period. 18
Notes to the Financial Statements (continued) NOTE 5 CUSTODIAN FEES RBC Dexia Investor Services Bank S.A. (hereinafter referred to as the "Custodian") was appointed as custodian of the assets of the Company under the terms of an agreement with an indefinite duration signed on March 25, 2010. As compensation for the services rendered, the Custodian will receive from the Company the following remuneration: - Safekeeking Cutody Charges according to the following rates: - assets up to EUR 500 million: 0.020% per annum - assets over EUR 500 million: 0.015% per annum - Supervisory Custody Charges: 0.04% per annum The fees are calculated based on the average net asset value of the month of the sub-funds. The minimum custody per annum per subfund is EUR 10,000. The minimum fee will be waived for the first 12 months. In accordance with the signed Circular Resolution dated October 8, 2010, no Custodian fees have been accrued and invoiced during the period from August 2, 2010 to October 8, 2010. NOTE 6 - ADMINISTRATION AND TRANSFER AGENT FEES RBC Dexia Investor Services Bank S.A. was appointed as Central Administrative Agent and as Registrar Agent of the Company under the terms of agreements with indefinite duration signed on March 25, 2010. As compensation for the services rendered, RBC Dexia Investor Bank Services S.A. will receive from the Company the following asset based fee: - from EUR 1 to EUR 100 Million: 0.04% per annum; - from EUR 100 Million to EUR 500 Million: 0.035% per annum; - up to EUR 500 million: 0.025% per annum; with a minimum fee of EUR 20,000 per annum. The fees are calculated in arrears on the average of net assets per sub-fund calculated at the frequency of each net asset value calculation. The minimum fee will be waived for the first 12 months. In accordance with the signed Circular Resolution dated October 8, 2010, no administration and transfer agent fees have been accrued and invoiced during the period from August 2, 2010 to October 8, 2010. NOTE 7 OTHER CHARGES AND FEES The Company shall pay for start-up costs, including the costs of drawing up and printing the prospectus, notary s fees, filing costs with administrative authorities, and all other costs and expenses incurred in the incorporation and launching of the Company. Start-up costs are amortised over the first five financial years. If a new sub-fund is created in the future, the preliminary and incorporation expenses of this sub-fund will in principle be borne by this sub-fund exclusively and amortised over a five year period, as of the aforesaid sub-fund launching date. As at December 31, 2010, no formation fees have been recorded. In addition, the Company may draw up specific amortisation schedules relating to marketing costs incurred in foreign countries. Costs and expenses not attributable to a particular sub-fund will be charged to the various sub-funds in proportion to their respective net assets. 19
Notes to the Financial Statements (continued) NOTE 8 TAXATION According to the law and practice currently in force, the Company is not subject to any Luxembourg tax on income and capital gains, nor are dividends paid by the Company subject to any Luxembourg withholding tax. The Company is, however, subject in Luxembourg to an annual tax of 0.05% on its net asset value, payable quarterly on the basis of the net assets of the Company calculated at the end of the relevant quarter. This rate shall be reduced to 0.01% for the classes restricted to institutional investors. No tax is due on assets held by the Company in other UCITS already subject to that subscription tax in Luxembourg. Dividend and interest income from the sub-funds portfolio may be subject to withholding taxes at variable rates in the countries of origin. NOTE 9 DISTRIBUTION POLICY It is not the current intention of the Company to pay out dividends on shares. The General Meeting of Shareholders may, however, decide each year on proposals from the Board of Directors in this matter. NOTE 10 SUBSEQUENT EVENT On January 3, 2011, the Global Fokus sub-fund launched Class R Share at the initial subscription price of SEK 100. 20