Regulatory

INOCAP Gestion is an asset management company that manages innovation mutual funds (Fonds Communs de Placement dans l’Innovation, FCPI) and local investment funds (Fonds d’Investissement de Proximité, FIP). INOCAP Gestion may acquire holdings in listed companies through the investments it holds on behalf of these Funds. For this reason, and to comply with the regulations in force (Article 314-100 of the general regulations of the Autorité des marchés financiers [French financial markets regulator]), INOCAP Gestion has drawn up a voting policy that sets out the procedure for casting votes at general meetings of shareholders.
This policy establishes the conditions according to which INOCAP Gestion exercises the voting rights attached to the securities in the funds it manages. The policy was validated by the Management Committee on 25 January 2008.
The voting policy is regularly updated to comply with any changes to the regulations.

1. Exercising voting rights: organisation at the management company

The middle/back office receives voting documents from the custodian (voting form, agenda, resolutions) and then forwards them to the managers. A document called “monitoring votes at general meetings” is updated whenever an invitation to attend a general meeting is received. This document lists the votes cast at general meetings of all INOCAP Gestion’s holdings, and is archived on an annual basis. It contains the following information:
• Date of receipt of invitations to attend, resolutions and forms
• Name of the company concerned
• Type of meeting
• Date of sending (to the custodian) the completed form
• % of capital held by INOCAP Gestion in the company, through all the FCPI and FIP funds managed.
• Attendance or non-attendance at the meeting (with an indication of the reasons)
• Method of participation (physical presence or postal vote)
• Number of resolutions with a proposed vote
• Number of resolutions for which a vote was cast
Each manager is responsible for examining and analysing the resolutions according to INOCAP Gestion’s voting policy.
Before voting, managers must send the “monitoring votes at general meetings” document to the internal auditor for approval.
The fund manager for the holding in question casts the final vote, independently and in the sole interest of the funds’ unitholders.
The middle/back office will request the custodian to freeze the securities, to comply with the regulations in force. It sends the duly completed and signed voting form to the custodian, who will then forward it to the issuing company.
A copy of all these documents is kept.

2. Criteria used to determine the cases when the management company exercises its voting rights

The custodian must send the voting documentation to the asset management company as early as possible.
The following criteria apply to INOCAP Gestion’s votes at general meetings:
Holding thresholds
INOCAP Gestion is not required to vote at general meetings of companies in which it holds less than 2% of the capital or voting rights, across all the Funds it manages.
Below this threshold, the asset management company considers that it does not possess sufficient or influential holdings in terms of voting rights, and prefers to vote only in companies where its holdings are greater.
Nationality of issuing companies
It does not vote systematically at general meetings of foreign companies, as no satisfactory system currently exists allowing votes to be cast under optimal conditions (i.e. deadlines, costs, etc.).

3. Voting policy guidelines

The management team at INOCAP Gestion adopts a rigorous selection process before taking any decision to invest. Carrying out a fundamental analysis of each file is a core component of the process. Moreover, it believes that it is paramount to develop a close relationship of trust with the leadership team, established through meetings with the management and on-site visits. Managers will focus on the relevance and clarity of the strategy. When taking a decision to invest, they will consider elements such as trust in the management and agreement with the strategy.
This means that, in principle, no fundamental reasons should exist to oppose the resolutions for which the management is seeking approval at the general meetings of shareholders.
Such resolutions may include:
• decisions triggering a change to the articles of association
• approval of accounts, unless the auditors have refused to certify them or have issued a reservation in their report on the annual accounts.
• allocation of results, unless the allocation is inappropriate in view of the company’s financial situation
• appointment and dismissal of corporate bodies. The management team will pay special attention to resolutions on executive remuneration, particularly in terms of the transparency of amounts and the methods of calculating direct, indirect and/or deferred remuneration, and its link to value creation within the company.
• appointment of statutory auditors, unless serious questions exist regarding the independence of the statutory auditors or the financial statements presented.
However, INOCAP Gestion will pay particular attention to certain issues.
The management team will review the resolutions proposed on a case-by-case basis and reserves the right to vote against them. Such resolutions may relate to:
• appointment and dismissal of corporate bodies
• share issues without preferential subscription rights for existing shareholders
• resolutions introducing provisions contrary to the principle of “one share, one voting right, one dividend”. These include resolutions that limit voting rights, increased dividend shares or double voting shares
• capital increases in the case of takeovers
• all “anti-takeover” measures (such as a mechanism called a “poison pill”)
• resolutions whose purpose is to introduce a share subscription plan for managers offering a discounted subscription price compared with the market price.
• issuance of warrants or any other securities giving access to the capital for the exclusive benefit of one class of shareholders (e.g. employees) thereby resulting in a dilution for other shareholders
• approval of ‘regulated’ agreements, when their content is contrary to good governance rules or is not easily accessible.
In general, INOCAP Gestion advocates voting against or abstaining when the vote relates to bundled resolutions that include far-reaching or unacceptable proposals.

4. Method of casting votes

INOCAP Gestion prefers to vote by attending general meetings of shareholders in person. However, the management company reserves the right, depending on the circumstances, to vote using a postal vote or by proxy.

5. Management of conflicts of interest

INOCAP Gestion ensures its staff members are always placed in circumstances that mean they act in the sole interest of fund unitholders while also respecting the integrity of the market.
All members of staff of the management company are signatories to the code of ethics of the AFIC (Association Française des Investisseurs pour la Croissance, French association representing private equity]) and are subject to strict rules of conduct regarding the operations they carry out on financial markets in a personal capacity. Each year, staff members must supply a list of their securities accounts. Transactions involving securities traded on the free market, on Alternext and on Eurolist B and C, whose market capitalisation is less than €150 million, are prohibited.
INOCAP Gestion reasonably believes that it is immune from potential conflicts of interest that may have an impact on the discretionary casting of its votes. If, however, any conflicts of interest occur, the case will be submitted to the Ethics Officer who will decide how to proceed.

When managing the UCIs (undertakings for collective investment) and mandates stemming from its investment decisions, INOCAP Gestion is sometimes required to send orders to be executed on the market. These orders are sent to intermediaries.
These orders are sent to intermediaries.
Such intermediaries must consider INOCAP Gestion as a professional client so it can benefit from the best-execution-of-orders principle.
A management company offering portfolio-management services or managing a UCI or management mandate must comply with the obligation to act in the best interests of its clients, principals or the UCI it manages when sending orders to be executed by other entities as a result of the decisions it takes to trade financial instruments on behalf of its client, principal or the UCI it manages.
The management company must re-examine its execution and/or selection policy, as well as the procedure used to execute orders, at least annually.
The management company applies a selection and evaluation policy to the entities that provide it with investment-decision-making and order-execution services. Clients, principals, as well as the unitholders and shareholders of the UCIs it manages, can find appropriate information on this policy on its website. The website offers detailed information on this policy and it is specifically referred to in the annual report.

METHODOLOGY

A – General rules for the selection and evaluation of intermediaries

Qualitative and quantitative criteria are also used to select and evaluate intermediaries. Some criteria are more important than others and therefore carry a greater weight in the overall evaluation.
The Manager in charge of the management of UCIs or mandates:
reviews the quality of the services of existing intermediaries,
evaluates the number of counterparties and the fees of intermediaries,
takes the decision to include or exclude an intermediary.
The selection of investments and intermediaries is carried out independently, in the best interests of unitholders.
Only intermediaries on the authorised list may execute orders on behalf of the UCIs or mandates managed by INOCAP Gestion.
No obligations in terms of volumes exist in the agreements signed between INOCAP Gestion and its intermediaries.
The evaluation process is formalised using the procedure described below and an evaluation grid (see Appendix 2).

B – Orders placed by EXOE

INOCAP Gestion executes its orders directly on the market through :

-Either directly through brokers

-Or indirectly through an outsourced trading desk

The management company goes through an outsourced trading desk (EXOE) for the execution of orders on behalf of the UCITS on the market. Exoe has transmitted to INOCAP Gestion its best execution policy and provides the management company with periodic reports to assess the best execution of the orders placed.

C – Evaluation

Counterparties are evaluated on a semi-annual basis.

D- Information for clients on the best execution policy

INOCAP Gestion communicates its “Best Selection” policy to clients on its website. For the management under mandate, this information is inserted in the management mandate. For UCITS and FIA, this policy is recalled in each management report.

2020 REPORT ON INTERMEDIARIES FEES

A – Regulatory Application

Article 319-18 and 321-122 of the AMF General Regulation

AMF Instruction 2007-02

B – Reminder of the regulatory context 

INOCAP Gestion is obliged to prepare a report relating to intermediation fees as soon as it has recourse to services of assistance to the decision of investment and execution of orders and that the intermediation fees represented for the financial year an amount higher than 500.000 euros. During the financial year 2020, which ended on December 31, 2020, INOCAP Gestion used services of assistance to the investment decision and execution of orders. In addition, intermediation fees represented an amount in excess of 500,000 euros during the financial year 2020. In accordance with the provisions of articles 319-18 and 321-122 of the General Regulations of the Autorité des Marchés Financiers, INOCAP Gestion prepares a document entitled “Report on intermediation fees”. This document specifies the conditions under which INOCAP Gestion has used services of assistance to the investment decision and execution of orders, as well as the distribution key noted between :

1) The intermediation fees relative to the service of reception and transmission and to the service of execution of orders;
2) Intermediation fees relating to the investment decision support and order execution services. Within the framework of the processing of its stock exchange orders, INOCAP Gestion has recourse to intermediaries for the execution of orders on the market through :

– Either directly through brokers
– Or indirectly through an outsourced trading desk

C – Allocation of transaction costs

The breakdown of intermediation fees for the year ended December 31, 2020 is as follows

Brokerage for execution: 77%.
Brokerage for Exoé: 23%

D – Research budget

The 2020 research budget by INOCAP Gestion is €183,200 including tax.

E – Prevention of conflicts of interest

Inocap Gestion has taken the following measures to prevent conflicts of interest in the choice of service providers providing investment decision support and order execution services:
– The selection of service providers is subject to a rigorous process.
– There is no agreement on the volume of transactions with the selected providers.
– The management company does not receive any retrocessions on commissions for assistance with investment decisions and order execution
– The management company is not linked to the service providers providing investment decision support and order execution services

The management company has a satisfactory organization to deal with any potential conflict of interest that may arise in the relationship with the providers of investment decision support and order execution services.
The Head of Compliance and Internal Control (RCCI) of the management company is systematically involved in the handling of any conflict of interest.

RTS 28 – ANNUAL REVIEW 2020

A – Object

The European Commission requires annual publication of information on the identity of the places of execution and the quality of the execution obtained. This reporting obligation is part of the MiFID II Directive (Markets in Financial Instruments Directive), which aims to harmonize the regulation of investment services in all member states. (Markets in Financial Instruments Directive), which aims to harmonize the regulation of investment services in all member states of the European
of the European Economic Area.
Accordingly, investment firms are required to apply a number of regulatory technical standards,(Regulatory Technical Standards – RTS). RTS 28 sets out the requirements expected to increase the quality and transparency of the information
transparency of information available to professional and non-professional investors regarding orders transmitted or executed.

B – What is the RTS 28 ? 

RTS 28 supplements MiFID 2014/65/EU with technical regulatory standards:
Investment firms that execute client orders are required to summarize and publish the top five execution venues in terms of trading volume on which they executed client orders in the previous year, as well as information on the quality of the execution obtained.
Investment firms that transmit client orders are required to summarize and publish a list of the five execution providers in terms of transaction volume with which they executed client orders in the previous year, as well as information on the quality of the execution obtained.
As part of this requirement, INOCAP Gestion must also publish for each category of financial instruments, a
summary of the analysis and conclusions of the detailed monitoring of the quality of execution obtained during the previous year.

C – RTS 28 : Summary of the analysis

This document presents a summary of the analysis carried out by INOCAP Gestion and the conclusions it draws from the detailed monitoring of the quality of execution :

– obtained on the platforms on which it executed all its clients’ orders during the previous year
– obtained from the counterparties to which it has transmitted its clients’ orders during the previous year.

INOCAP Gestion has a policy and associated measures (Execution Policy) concerning the transmission and execution of its clients’ orders within the framework of its activities as an investment services provider.
The information document on the Execution Policy of INOCAP Gestion for its clients is available on https://www.inocapgestion.com/fr/reglementaire-2/. The products concerned by this report correspond to the financial instruments defined in Section C of Annex I of MiFID II.

Relative importance of the factors allowing the evaluation of the execution quality:

The factors considered by INOCAP Gestion are as follows:
– Price: final price at which a financial instrument is executed;
– Costs: implicit costs such as the possible impact on the market, explicit internal costs which represent the
remuneration of INOCAP Gestion, explicit external costs (minimum fees, compensation, etc…);
– Speed: estimated time needed to execute a transaction;
– Probability of execution and settlement: the probability that INOCAP Gestion can conclude a transaction;
– Size: size of the transaction that may affect the price of the execution; and
– Nature of the order or any other consideration relating to the execution of the order: particular characteristics of the order that may affect the best execution of the order.

Generally, INOCAP Gestion considers that the most important factor for its clients is the price at which the financial instrument is executed. This price must take into account the possible costs paid by the client.
Secondary execution factors considered when assessing the quality of execution are speed, likelihood of execution, type and size of the order and settlement.

During the review prior to the trading process, INOCAP Gestion uses the experience and expertise of its teams to obtain the best balance of factors allowing the best execution. This discretionary judgment is exercised with regard to the information available at the time the order is issued and during the execution process. The qualitative factors are, for example, access to the market, market share, liquidity, knowledge of the market or its specificity, specialization, price transparency, order processing, processing costs and rating.

In order to offer the best possible execution to its clients, INOCAP Gestion continuously monitors the evolution of the market, the quality of execution obtained, the execution venues and the service providers used to execute the clients’ orders. Our monitoring consists of both an order by order monitoring and a monitoring of the general trend of the execution quality.
These elements are detailed in the INOCAP Gestion execution policy, available at the following address: https://www.inocapgestion.com/fr/reglementaire-2/https://www.inocapgestion.com/fr/reglementaire-2/

Description of the possible links, conflicts of interest and common participations with the service providers or platforms allowing the execution of the clients’ orders:

INOCAP Gestion does not have any close ties, conflicts of interest or common participation with the service providers or platforms used to execute its clients’ orders.
Any transaction or relationship between INOCAP Gestion and the providers or platforms is carried out in accordance with INOCAP Gestion’s conflict of interest policy. For more information, please refer to the INOCAP Gestion Order Execution Policy and the procedure relating to the prevention of conflicts of interest.

Explanation of the factors that led to the modification of the list of providers or platforms used:

There is no change to note in the list of execution venues listed in the INOCAP Gestion execution policy.
The execution providers listed in the INOCAP Gestion execution policy are subject to an ongoing approval and monitoring process, which includes regular assessments of the performance of the services provided in terms of execution quality.

Explanation of how the transmission or execution of orders varies according to the category of clients:

INOCAP Gestion addresses non-professional and professional clients.

For non-professional clients, the best possible result will generally be determined by price and costs.
For professional clients, the best possible outcome will generally be determined by price and cost, but may depend on other execution factors, such as size and type, specific to the particular order.

For a detailed description of how we execute our clients’ orders, please see our Order Execution Policy.

Indication of preferred and non-preferred criteria in relation to price and cost and explanation of the role of these criteria in achieving the best possible result for non-professional clients:

Under its Best Execution policy, the best possible result will generally be determined by price and cost. For a detailed description of how we execute our equity client orders, please see our Order Execution Policy.

Use of data and tools related to the quality of execution, published by providers subject to the RTS27:

INOCAP Gestion monitors the quality of execution provided by the execution venues and providers used to execute client orders. This monitoring uses external and independent vendors and market data to measure the quality of execution of orders.
This monitoring also includes exception-based analyses, the results of which are reviewed by the compliance department in conjunction with the dealing teams.

D – Statistics by asset class

Definitions

“passive order” means an order, entered in the order book, that has provided liquidity.

“aggressive order”: an order, entered in the order book, which has absorbed liquidity.

“directed order”: an order for which the client has specified in advance the execution platform.

Assets class breakdown – Equities

Client	Instrument category	Start Date	End Date
INOCAP	Equities Bands_1-2	20200101	20201231

 

Indicate if <1 order executed on average per business day of the previous year:

NO

 

Top five execution platforms ranked by trading volume (descending order)	Proportion of the volume of orders executed as a percentage of the total volume	Proportion of the umber of orders executed as a percentage of total number	Percentage of passive orders	Percentage of aggressive orders	Percentage of directed orders
LOUIS CAPITAL MARKETS 213800R54EFFINMY1P02 FR	20,0%	17,7%	8,8%	20,7%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84   FR	14,9%	9,1%	63,0%	34,9%	0,0%
TRADITION SECURITIES AND FUTURES 969500ULC0Y1IG0A4O72 FR	14,6%	1,6%			0,0%
ODDO BHF SCA 9695002I9DJHZ3449O66  FR	13,1%	13,7%	28,4%	12,2%	0,0%
SOCIETE DE BOURSE GILBERT DUPONT 969500UEQ3U3P21QNJ13 FR	11,7%	30,4%	41,3%	20,6%	0,0%

 

Client	Instrument category	Start Date	End Date
INOCAP	Equities Bands_3-4	20200101	20201231

 

Indiquer si <1 ordre exécuté en moyenne par jour ouvrable de l’année précédente :

NON

 

Top five execution platforms ranked by trading volume (descending order)	Proportion of the volume of orders executed as a percentage of the total volume	Proportion of the number of orders executed as a percentage of total number	Percentage of passive orders	Percentage of aggressive orders	Percentage of directed orders
ODDO BHF SCA 9695002I9DJHZ3449O66 FR	20,1%	20,9%	28,8%	24,4%	0,0%
EXANE 969500UP76J52A9OXU27 FR	18,3%	15,5%	24,6%	32,0%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84 FR	16,8%	15,3%	77,0%	19,9%	0,0%
MAINFIRST BANK AKTIENGESELLSCHAFT 529900MC68RTGHKI4F05  DE	9,0%	7,3%	34,3%	39,9%	0,0%
JOH. BERENBERG, GOSSLER & CO. KG 529900UC2OD7II24Z667 DE	8,9%	5,3%	46,0%	18,4%	0,0%

 

Client	Instruments category	Start Date	End Date
INOCAP	Equities Bands_5-6	20200101	20201231

 

Indicate if <1 order executed on average per business day of the previous year:

NO

 

Top five execution platforms ranked by trading volume (descending order)	Proportion of the volume of orders executed as a percentage of the total volume	Proportion of the number of orders executed as a percentage of total number	Percentage of passive orders	Percentage of aggressive orders	Percentage of directed orders
ODDO BHF SCA 9695002I9DJHZ3449O66 FR	20,9%	21,8%	35,3%	30,5%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84 FR	12,7%	12,4%	66,9%	24,6%	0,0%
GOLDMAN SACHS INTERNATIONAL 549300R83Q2VTICWNV15 FR	12,1%	12,1%	33,2%	31,0%	0,0%
EXANE 969500UP76J52A9OXU27  FR	10,6%	8,7%	27,5%	60,6%	0,0%
SOCIETE DE BOURSE  GILBERT DUPONT 969500UEQ3U3P21QNJ13 FR	10,1%	10,9%	39,4%	55,1%	0,0%

Asset class breakdown – ETF 

Client	Instrument   category	Start Date	End Date
INOCAP	ETF	20200101	20201231

 

Indicate if <1 order executed on average per business day of the previous year:

YES

 

Top five execution platforms ranked by trading volume (descending order)	Percentage of the volume of orders executed total	Number of orders executed as a percentage of total number	Percentage of passive orders	Percentage of aggressive orders	Percentage of directed orders
CREDIT INDUSTRIEL ET COMMERCIAL N4JDFKKH2FTD8RKFXO39 FR	84,7%	66,7%		100,0%	0,0%
EXANE 969500UP76J52A9OXU27 FR	15,4%	33,3%		100,0%	0,0%

Asset class allocation – Bonds

Client	Instruments category	Start Date	End Date
INOCAP	Obligation	20200101	20201231

 

Indicate if <1 order executed on average per business day of the previous year:

YES

 

Top five execution platforms ranked by trading volume (descending order)	Proportion of the volume of orders executed as a percentage of the total volume	Proportion of the number of orders executed as a percentage of total number	Percentage of passive orders	Percentage of aggressive orders	Percentage of directed orders
ODDO BHF SCA 9695002I9DJHZ3449O66 FR	43,5%	33,3%			0,0%
MARKETAXESS EUROPE LIMITED 549300TTHIODYMGND828 GB	43,2%	52,8%			0,0%
OCTO FINANCES SA 969500378YE4MLGK0898 FR	7,4%	5,6%			0,0%
SOCIETE GENERALE O2RNE8IBXP4R0TD8PU41 FR	4,3%	5,6%			0,0%
CREDIT INDUSTRIEL ET COMMERCIAL N4JDFKKH2FTD8RKFXO39 FR	1,6%	2,8%			0,0%

1- Complaints
If you have a complaint, please send a letter to either your usual adviser or the Customer Management Department of INOCAP Gestion, at the following address:
INOCAP Gestion – 19 rue de Prony – 75017 Paris, France

We undertake to send you a letter acknowledging receipt of your letter within 10 working days following the date of receipt, and will answer you within one month of this same date.
Complaint-handling Procedure

a – Préamble
INOCAP Gestion will establish and maintain an effective and transparent complaint-handling procedure for complaints made by any of its existing or potential clients and record each complaint and the measures taken to handle it.
Complaints are handled without charge and INOCAP Gestion will not bill any fees for handling your complaint.

b – scope
This procedure applies to:
Complaints from all unitholders when no investment service is provided to them at the time of the subscription.
Unitholder complaints (non-professional clients) when an investment service is supplied to them by the portfolio management company at the time of the subscription.

c – Definition
A complaint means any statement of dissatisfaction issued by a client in relation to INOCAP Gestion.
A request for information, advice, clarification or any type of service is not considered as a complaint.

d – Sending complaints to INOCAP Gestion
Send complaints to INOCAP Gestion:
By post to the following address: 19 rue de Prony – 75017 – Paris – France;
By phone, using the following number: +33 (0) 1 42 99 34 60;
By email to the following address: contact@inocapgestion.com
or to your usual point of contact at the management company or your distributor

e – Management of complaints
All complaints received by the management company are forwarded to the Internal Control and Compliance Manager.
The Internal Control and Compliance Manager of INOCAP Gestion will seek any expert opinion required to best resolve the complaint.
The Internal Control and Compliance Manager of INOCAP Gestion possesses the necessary experience and knowledge required to provide a rapid and reasonable response to your complaint.

f – Response deadlines
INOCAP Gestion acknowledges receipt of a complaint within a maximum of 10 working days, unless you have received a response before this time.
You will receive a response to your complaint within two months at most following receipt of the complaint, unless special and duly justified circumstances occur. If we are unable to respond to you within this time, we will contact you to let you know the reason for the delay and inform you about when we will be able to respond.

g- Language
Clients, unitholders and shareholders of UCITS residing in another Member State of the European Union may send their complaints in one of the official languages of the Member States in which the UCITS managed by INOCAP Gestion are marketed and investment services provided.

h – Appeals
If you are unhappy with the response to your complaint, you may appeal to the Ombudsman of the Autorité des marchés financiers using the following form:
https://www.amf-france.org/en/amf-ombudsman/mediation-file/request-mediation. You can contact the ombudsman by post : Ms Marielle Cohen-Branche – AMF Ombudsman – autorité des marchés financiers – 17 place de la bourse 75082 paris Cedex 02

i – Confidentiality
INOCAP Gestion will handle all complaints with the utmost confidentiality.

INOCAP Gestion has set up a policy to monitor and manage any conflicts of interest risk, that is applicable for all our employees. The goal of this policy is to detect and solve any potential conflict of interest.

Detection

Any of our employee aware of any conflict of interest must immediately inform the RCCI (Compliance officer).

Analysis and treatment

The RCCI got capabilities to manage the reported conflicts of interest. Together with the INOCAP gestion chairman and the Board of Directors, the Compliance officer analyses the nature, the reasons and the consequences of the identified conflict of interest. After validating with the Board, he implements the appropriate measures to limit the consequences and best foster the unit-holder interests. Furthermore, he defines corrective actions to prevent from the occurrence of similar new conflicts of interest and so implement updated the policy process.

The RCCI can recommend that the Board of Directors avoid intervening in circumstances where there is no satisfying solution to guarantee the principle of the unit holder priority interests.

Tracking

The RCCI keeps a record that summarize any previous case of conflict of interest.

The policy is updated by the RCCI whenever there is change in the organization or evolvement in the scope of activity. A review of the concerned policy is implemented and formalize in writing at least once per annum.

Customers information

The policy is available at the company head office and can be provided to each person that would request it.

Furthermore, the management company has as duty to inform the customers in a case of conflict of interest has not been solved neither avoided

I. Regulatory framework

1- Warning
The past performance of the products presented on the website is not a reliable indicator of future performance. Past performance is given for information purposes only. Investors should not use the past performance of a fund as the main reason for investing. In particular, unitholders of venture capital funds are advised that as a result of the valuation rules applicable to unlisted assets, the net asset value of the Fund units may not reflect the potential of assets in the portfolio over the life of the fund.
Investing in funds such as FIPs (local investment funds) or FCPIs (innovation-focused mutual funds), which are venture capital funds, may involve a risk of losing capital, especially when investing in unlisted securities. Net asset values ​​may go up or down, depending on market fluctuations.

2- Disclaimer
Information on this website is provided for information purposes only and has no contractual value.
The website www.inocapgestion.com and the information listed on it are intended exclusively for information purposes. It may change at any time. The information presented is not:
– an offer for services or products,
– a proposal or an incentive to invest,
– a solicitation for the purchase or sale of financial securities or any other investment product,
– a recommendation,
– a contractual element.
INOCAP Gestion shall not be held liable for the use that may be made of this information and any potential consequences as a result.

3– Recommendation
Before making any investment, investors should:
– Read the Fund’s Key Investor Information Document (KIID) and gain an understanding of the nature, characteristics and risks of the proposed investment. The KIIDs of the Funds presented are available on this website, by sending a request to INOCAP Gestion (INOCAP Gestion – 19 Rue de Prony – 75017 Paris, France) or on the AMF website (www.amf-france.org).
Check that the investment is suitable for your financial circumstances, gain an understanding of the investment objectives and determine the risks you are prepared to accept. To do this, it is recommended that you take advice from an expert (tax adviser, independent asset management consultant, accountant, etc.).
Learn about the risk factors inherent in the Fund, as no guarantees are given that the Fund will meet its performance objectives or that you will recover the sums you have invested. Investors are advised to evaluate the following risks before investing in a Fund.

II. Risk relativ to mutual funds (FCP)

Investors are advised that the risk profile of a mutual fund (Fonds common de placement, FCP) is suited to a minimum investment horizon of five years.

Discretionary risk :
Discretionary management style relies on anticipating trends across the various markets (equities, bonds, etc.). Consequently, the Fund may not be invested in the best-performing markets at all times.

Risk of capital loss :
The FCP offers no performance or capital guarantees and may present a capital-loss risk. You may not recover all the capital originally invested.

Equity market risk :
At least 75% of the Fund’s assets is permanently exposed to equity markets. Fluctuations in the equity markets may cause the net assets of the FCP to vary significantly and negatively affect its net asset value.

Risk linked to small-capitalisation markets :
Investors are also advised that the Fund may be exposed to regulated micro- and small-cap markets. Stock market trading volumes may be smaller and any market trends more dramatic and rapid (both up and down) than those experienced on medium- and large-cap markets. The portion of shares listed on Alternext will not exceed 10% of the Fund’s assets.

Interest-rate and credit risks :
Up to a limit of 25% of the Fund’s assets may be exposed directly or via UCITS (within the limit of 10% of the assets of the Fund) to interest-rate instruments. When rates increase, the net asset value of the interest-rate products held in the portfolio will decrease. Rising rates may therefore cause the net asset value of the FCP to go down.
Credit risk corresponds to the risk that the issuer cannot fulfil its commitments and the subsequent downgrading of the issuer’s rating, which can have a negative impact on the net asset value of the FCP’s portfolio.

Risk linked to convertible bonds :
The FCP may be invested in convertible bonds. The value of convertible bonds depends on several factors: interest-rate levels, changes in the prices of the underlying shares, changes in the price of the derivative embedded in the convertible bond. These various elements may cause the net asset value of the FCP to go down.

Currency risk :
Up to 10% of assets in the FCP’s portfolio may be exposed to non-euro currency risks. This risk implies that the value of securities held may drop in relation to the base currency of the portfolio, which is the euro.

Guarantee or protection: The Funds do not offer any guarantee or protection.

III. Risks relating to FCPI-FIP Funds

Risk of capital loss :
This is the risk that investors may not get back the amount originally invested. Such funds do not offer any capital protection guarantees.

Risk linked to listed shares :
If equity markets go down, the listed equities making up the Fund’s assets will also go down, resulting in a decrease in the Fund’s net asset value.

Risk linked to innovation :
The innovative element of holdings taken in innovation-focused companies may not be protected fully by patents and may not contribute to the commercial success of these types of firms.

Risk linked to the low liquidity of securities :
The performance of the Fund will depend on the ability of the management company to liquidate the Fund’s holdings in companies listed on unregulated markets that do not offer the same liquidity as that of regulated markets. Moreover, the market where unlisted companies are traded is often an over-the-counter market. On such markets, liquidity may not be available immediately or the sale price may not be the one expected by the Fund. These two factors can have a negative impact on the Fund’s performance.

Risk linked to the exact value of the portfolio :
The half-yearly net asset value reflects the position of your assets at a specific point in time and does not constitute a guarantee of value in the event of the sale of all assets of the Fund when the net asset value is published. The lack of liquidity and a poor estimation of the valuation of holdings at the time of liquidation of the Fund may have an impact on the final performance of the Fund.

Interest-rate risk :
Interest-rate risk will be proportional to the portion of assets whose underlying value is linked to changes in interest rates (e.g.: bonds) and will account for up to 100% of the Fund’s assets while waiting to invest the sums collected. The value of assets whose underlying value is linked to interest-rate variations may therefore go down if interest rates rise, which may cause the net asset value to fall.

Credit risk :
Credit risk will be proportional to the portion of assets whose underlying value is linked to changes in interest rates and will account for up to100% of the Fund’s assets while waiting to invest the sums collected. Credit risk can occur when an issuer is no longer able to respect its due dates, that is cannot pay out coupons or repay the principal when it is due. When this situation occurs, it will have a negative impact on the Fund’s performance.

Currency risk :
Currency risk refers to the risk of having assets located outside of the eurozone (in foreign currencies). If a currency depreciates in relation to the euro, the Net Asset Value may drop. Currency risk accounts for up to 100% of the Fund’s assets, while waiting to invest the sums collected, and 16% after investing the sums collected.

Risk linked to investing in emerging countries :
This risk will be proportional to the portion of assets potentially invested in emerging countries. This portion will remain below 5%. Nevertheless, if the value of emerging-market assets goes down, the net asset value of the Fund will drop.
Risk linked to investing in companies listed on a regulated market (maximum 20% of the fund’s assets):
The management company may acquire holdings in companies that distribute dividends to provide income to the Fund, and this potentially at the expense of companies that offer more interesting growth prospects but which do not meet such criteria; consequently, the performance of the Fund will be deprived of this extra potential for performance.

Risk linked to unlisted shares :
The market where unlisted companies are traded is often an over-the-counter market. On such markets, liquidity may not be available immediately or the sale price may not be the one expected by the Fund. These two factors can have a negative impact on the Fund’s performance.

Risk linked to fee levels :
Subscribers are advised that this Fund is subject to a high level of maximum fees. The profitability of the investment implies high performance levels. The performance, depending on the composition of assets in the Fund, may not be consistent with an investor’s objectives.

IV ESG Policy (environmental, social, governance)

According to the article L.533-22-1 of the monetary and financial code, INOCAP Gestion is committed to hold on investor request, the information that relates to his investment approach regarding its social, environmental and governance considerations.

INOCAP gestion is sensitive to environmental, social and governance issues. Consequently, within this framework the main ESG factors that we take into consideration involved the company general policy, its governance, its social approach and its environmental policy.

Nonetheless, those criteria aren’t discriminated in our investment decisions. INOCAP Gestion doesn’t execute simultaneously environmental, social, or governance criteria in its fund management investment process.

INOCAP Gestion share the concerned information to its clients through its fund annual reports.

The UCIT funds concerned are QUADRIGE, QUADRIGE RENDEMENT, QUADRIGE EUROPE and QUADRIGE MULTICAPS

The AIF concerned are : FCPI QI 2017, FCPI QI 2016, FCPI MADE IN France 2015, FCPI DUREE LIMITE 8, FIP NOUVELLE France, FCPI SANTEAU 2014, FCPI DUREE LIMITEE 7, FCPI DUREE LIMITEE 6, FCPI MADE IN France 2013, FCPI SANTEAU 2013, FIP MADE IN France 2012, INOCAP FCPI 11.5, SANTEAU 2011, FIP MADE IN France 2011, INOCAP FIP 11.4, INOCAP FCPI 10.4, INOCAP FCPI 9.3

INOCAP Gestion holds, in respect with the French labor law same as with the dedicated regulation that concerns UCIT and AIFM funds managers, a remuneration policy that concerns its Board of Directors and employees.

INOCAP Gestion has set up and applies an appropriate remuneration policy that favors an effective risk management and discourages excessive risk-taking.

The compensation policy aims to ensure consistency in the employee behaviors with INOCAP Gestion long-term objectives and allows to prevent from non-acceptable and excessive risk-taking practices.

This policy is built with keys principles as:

1. The prevention of excessive risk-taking
2. The alignment of interests between the Asset Management company, its employees and its clients

The remuneration policy is consistent, favors a healthy and efficient risk management and discourage from excessive risk-taking practices.

The remuneration policy is compliant with the company strategy, values and targets, its managed UCITs and AIFM funds, same as the client interest. In addition, it involves preventive factors to offset conflict of interest risk.

Scope of risk takers

INOCAP Gestion identified the risk takers within the meaning of the remuneration policy defined as:

• The Directors,
• The portfolio managers,
• The sales manager,
• The support function managers (Marketing, human resources…),
• The RCCI (Compliance officer),
• Any other employee who may have a relevant impact on the company risk profile or its managed UCIT and AIFM funds and who benefit from an important remuneration.

remuneration committee

The size and the organization of INOCAP Gestion don’t require the set up of a compensation committee; however, with the aim to favor a sound governance, one has been set up and includes the company chairman, one shareholder and one staff representative.

Criteria for the remuneration 

The variable part of the remuneration includes both quantitative and qualitative criteria and is linked to individual same as team performances. The remuneration committee granted this compensation.

Performance achievements valuation is based on a multi-annual frame that fit with UCIT and AIFM funds clients recommended unit holding period to guarantee they well based on the long-term investment management performances and the implied risk. Thus, it also ensures that the remuneration payment that depends from the performance is spread over the same period, meaning between 3 and 5 years.

The definition the variable part overall budget takes into consideration:

– the company overall result;

– the potential company needs in terms of equity in respect with its regulatory requirements, same as the financing of its business development;

– The risks of the company liability that may exceed the company subscribed insurance coverage

of the management company for any amount which can exceed the cover of the insurances signed by the SGP

– The supplementary reserves needed to sustain the activity

– The sustainability of the individual and team performances

Given the above described elements, the asset management company will not apply several other remuneration principles such as:

• Payment in UCIT fund share: an relevant part and in any case at least equal to 50% of the variable part of the remuneration.
  • Postponement: a substantial part and at least equal to 40% of the variable part of the compensation, is deferred to an appropriate period, taking in consideration the recommended investor holding period that should be at least 3 years. The remuneration given with the report system is based at maximum on a pro rata. If the variable part of the remuneration is important, then the payment of the 60% of this amount is postponed.
• Retention: the total amount of the variable part of the remuneration is often reduced when the company or its fund face poor or negative performances taking in consideration the actual remuneration.

A hard copy of the remuneration policy is provided to the client free of charge on request.