Item 5 - Fees and Compensation
Compensation
Innocap generally charges each Innocap Fund a management fee based on the net asset value
(“NAV”) of each fund or on the market value/commitments of underlying investments, as required.
Management fees are notably based on the complexity of the fund’s investment strategy, the size
of the mandate and the reporting requested by the client.
With respect to the limited services, it provides the Delaware LP, Innocap charges a nominal flat
fee.
With respect to the IGIM Funds, Innocap charges an overall fee to IGIM which takes into
consideration the costs associated with its provision of services.
Additional Fees
The Innocap Funds may also bear the following fees:
Trading Advisor Fees
Fees paid to Trading Advisors vary and generally include a management fee based on the NAV of
the relevant Innocap Fund and a performance fee based on the net trading gain of such Fund.
Further details can be obtained from Innocap and are disclosed in the relevant offering
documentation (where applicable).
Administration Fee
The Innocap Funds also bear administrative fees and expenses based on their NAV, sometimes
subject to a minimum fee, which may include administration fees, registrar and transfer agent fees
and expenses, accounting, audit and legal costs, custodial fees, bookkeeping and recordkeeping
costs, communication and promotional expenses, other professional fees and expenses, any
trading and investment-related costs and expenses and dissolution costs, regardless of whether
profits are realized.
Trading Fees
Certain types of strategies employed in the Innocap Funds, or in underlying investment vehicles in
which they invest, may require frequent changes in trading positions and consequent portfolio
turnover. This may involve brokerage commission expenses exceeding those of other investment
schemes of comparable size. In relation to such Innocap Funds, they must therefore make
meaningful profits from their investments to avoid depletion or exhaustion of their assets from these
and other expenses.
Other Fees
The Innocap Funds may be subject to other types of fees including initial set-up fees, liquidation or
redemption fees, administration services and related software fees, banking commissions and
charges, custodian fees, legal fees, audit fees and other professional advisory fees, company
secretarial fees, registration and statutory fees, regulatory fees, translation and accounting
expenses, interest on borrowings, insurance costs and/or premiums, directors and officers fees and
expenses, licensing and government filing fees, taxes and governmental expenses applicable to
the Innocap Funds, costs of preparation, translation, printing and distribution of reports and notices,
marketing material and advertisements and periodic updates of the offering documentation, stock
exchange filing fees, expenses in connection with registration, listing and distribution of the Innocap
Funds issued or to be issued, operating and structural expenses of general partners acting for
limited partnerships, expenses in connection with obtaining and maintaining a credit rating for any
Innocap Fund, expenses of shareholders meetings, expenses of the publication and distribution of
the NAV, clerical costs of issue or redemption of shares, postage, telephone, facsimile and telex
expenses, costs of litigation, brokerage, research and market data expenses (except to the extent
that all or a portion of its costs in respect of brokerage or research-related services or products are
paid through the use of "soft dollars", where permitted) and any other expenses in each case
together with applicable value added taxes. For more details on brokerage practices, please refer
to Item 12.
Except as stated above, the Innocap Funds will reimburse Innocap and/or the relevant service
providers, as applicable, for all costs and expenses incurred or paid by them associated with the
authorisation of the Innocap Funds and the Innocap Funds’ ongoing operations. This will include all
customary expenses including, but not limited to, maintaining the Innocap Funds’ registered office
in the relevant jurisdiction, annual governmental registration and set up costs, legal and audit
expenses, administrative, custodian, rating agency fees, pricing services fees, costs and expenses
of third-party risk management products and services (including but not limited to the costs of risk
management software or database packages) consultant and other service provider expenses and
fees, background checks and other due diligence fees, printing, mailing, costs relating to
communication with investors, tax consultation, compliance services, administrative costs in relation
to annual reports and financial information, and similar ongoing expenses. The fees and expenses
payable to service providers may change from time to time.
Fees and charges which are applicable to a particular Innocap Fund shall be charged to it and other
charges will be allocated to the Innocap Funds in a manner which Innocap believes is fair and
equitable. Some charges may be split equally among Innocap Funds or may be allocated pro rata
to the net assets in each relevant fund.
Side Letters
Where permitted under applicable laws and regulations, Innocap may enter into letter agreements
with certain investors granting different business and investment terms which may not be available
to the other investors, provided that doing so does not adversely affect other investors. These
business and investment terms include “most favorable nation” clauses, a requirement to provide
compliance certificates or a requirement to notify the investor of certain material events.