Fees and Compensation
A. Intesa Sanpaolo Wealth Management and/or related entities are generally compensated for
discretionary and advisory services to each client based on a percentage of such client’s assets under
management (a “Management Fee”) in accordance with each client’s governing documents. Generally,
the Management Fee is up to 1.5% of a client’s assets under management per annum. The Management
Fee is generally collected on a quarterly basis and is calculated as the average value of the client’s assets
under management on the last day of each month of the relevant quarter, as described more fully in the
relevant client’s Portfolio Management Agreements. Fees, including the Management Fee and
Performance Fee (as described below) are separately negotiated with each client on a case by case basis,
and vary based on factors including, but not limited to, account size, investment strategy, account
servicing requirements, the size and scope of the overall relationship with the Firm and its affiliates.
Intesa Sanpaolo Wealth Management and/or related entities also receive performance-based
compensation (a “Performance Fee”) from certain clients based on annual net profit, taking into
consideration any contributions and/or withdrawals made during the relevant period. Certain officers and
directors of the Firm, including the applicable CRM, directly receive a portion of the Performance Fee from
certain clients. Incentive-based compensation paid to certain of the Firm’s covered persons is further
described in Item 6 of this Brochure. As mentioned earlier, compensation through fees is typically
negotiated separately with each of the clients. The Performance Fee, when applicable, is up to 20% of the
net appreciation of each investor’s assets under management, as described more fully in the relevant
client’s Portfolio Management Agreements.
The Firm and/or the applicable CRM, in their sole discretion, can decide to charge lower Management
Fees or Performance Fees based upon certain criteria, such as the management strategy to be employed,
anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, preexisting client relationship, account retention and
pro bono activities. All fee adjustments are made in accordance with all relevant client Portfolio
Management Agreements, including with regard to client notification/approval procedures, if applicable.
B. Intesa Sanpaolo Wealth Management will generally deduct the Management Fee directly from
client accounts. The Management Fee is generally charged on a quarterly basis. Performance Fees, if
applicable, are generally deducted directly from client accounts on the anniversary of the investment
Portfolio Management Agreement between the client and the Firm.
C. In addition to the Management Fee and Performance Fee described above, as described in more
detail in each client’s governing documents, certain clients are subject to other fees and expenses in
connection with the Firm’s services, including the provision of investment advice.
Certain clients incur fees such as brokerage commissions, transactions fees, taxes, and other related costs
and expenses related to the purchase and sale of securities for such client’s account. The Firm serves as
custodian to many clients’ investment advisory accounts. As such, certain aforementioned transaction-
related charges are often paid to the Firm or an affiliate. U.S. Clients do not pay brokerage commissions,
transactions fees, takes, or other related costs and expenses related to the purchase and sale of securities
to the Firm or an affiliate, but U.S. Clients do pay them to third-parties. A client’s portfolio may include
positions in mutual funds, exchange traded funds, hedge funds, private equity funds, real estate funds,
and/or other alternative investment funds, which could also charge internal management fees,
performance-based fees, and/or other related fees and expenses, which are disclosed in those funds’
prospectuses. The Firm and/or its affiliates receive a portion of these commissions, fees, and costs paid in
conjunction with certain client investments in funds managed by third-parties and advisers within the ISP
Group. However, the Firm and/or its affiliates do not receive a portion of such commissions, fees, and
costs (i) with respect to U.S. Client investments nor (ii) with respect to any client where the Firm is
providing discretionary management services. Intesa Sanpaolo Wealth Management, in all circumstances,
strives to make investment recommendations to its clients in accordance with the investment parameters
specified in the applicable Portfolio Management Agreements and consistent with the Firm’s fiduciary
duty.
Please see Item 12 of this Brochure for a further description of the Firm’s brokerage practices.
The Firm and the clients generally bear their own expenses in accordance with each client’s governing
documents. Expenses are allocated on a case by case basis in accordance with each client’s Portfolio
Management Agreement.
Expenses the clients incur generally include (but are not necessarily limited to):
(i) Organizational expenses – meaning the expenses incurred by the client in connection with its
organization;
(ii) Investment expenses – meaning the expenses associated with the investment program of the
client, including, without limitation, brokerage expenses, commissions, dealing and spread costs,
execution, give-up, exchange, clearing and settlement charges, initial and variation margin,
principal, delivery fees, custodial fees, escrow expenses, investment related legal costs, third
party research expenses, data expenses, interest and borrowing charges on margin accounts and
other indebtedness, bank, broker and dealer service fees, interest expenses and consulting, risk
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