Fees and Compensation
A. Advisory Services and Fees
Funds
The Funds will generally pay the Adviser management fees for its investment advisory services
(the “Management Fees”). The Management Fees will generally be based on the Funds’ assets
under management or each Investor’s capital account with the Adviser and are determined based
on an annualized rate. Currently, Management Fees have annualized rates of up to 2% (generally
between 1% and 2%), and either paid in advance or arears on quarterly basis, as described in each
such Fund’s applicable Governing Documents (though, as noted below, such rates could be higher
or lower for certain Investors).
The Adviser and/or the general partner to certain of the Funds will be entitled to an annual
incentive allocation based on the realized and unrealized income and gains and other net income
in respect of certain class interests during each fiscal year, subject to a high watermark (the
“Incentive Allocation”). With respect to any Investor, the Adviser, or the general partner, will
have the right to reduce, waive, assign, grant participation in or otherwise share the Management
Fee and Incentive Allocation, without the consent of, or notice to, any other investor. Manteio, or
the general partner of the Fund, shall have the right to (i) reduce, waive, assign, grant participation
in or otherwise share the Incentive Allocation; and/or (ii) to modify the manner in which the
Incentive Allocation is calculated; in each case, without the consent of, or notice to, any other
investor; provided, that any modification pursuant to clause (ii) will not be materially adverse to
any affected investor. Incentive Allocations will be paid as set forth in the offering documents and
applicable investment management agreement.
The Adviser and/or the general partner to the Funds, without notice or consent from existing
Investors, may enter into side letters or similar agreements with one or more investors, that may
alter the terms and conditions set forth in the relevant offering memorandum, investment
management agreement, prospectus and supplemental disclosure document and/or other governing
documents. Such terms, include, without limitation, with respect fees, incentive allocations,
transfers, withdrawals, notices, reporting and disclosure.
Sub-Advised Funds
Manteio receives sub-advisory fees for discretionary sub-advisory services it provides to certain
other pooled investment vehicles advised and managed by an unaffiliated registered investment
adviser.
LAB Fund
Manteio receives a Management Fee that is based on the LAB Fund’s net assets with an annualized
rate between .2% and 1.7%. The Management Fee is calculated and accrued on each calculation
day and paid monthly in arrears.
In addition to the Management Fee, Manteio is entitled to receive a performance fee. The payment
and size of the performance fee depends on the performance of the LAB Fund over a specified
time period. The performance fee is calculated and accrued at each valuation day on the basis of
the net asset value after deducting all fees and expenses, including the Management Fee and the
management company fee (but not the performance fee) and adjusting for subscriptions and
redemptions during the performance period so these will not affect the calculation of the
performance fee. Investors are encouraged to review the related Governing Documents of the LAB
Fund for a full description of these and other related fees and expenses.
Insurance Policy
Manteio will receive deferred advisory fee for a fixed amount that will be payable upon the
payment of the death benefit related to the Insurance Policy as further outlined in the related
Governing Documents.
B. Other Fees and Expenses
Except as otherwise agreed with any particular Fund in the relevant Governing Documents,
generally the GALIS Funds are generally responsible for, among other things, all organizational
expenses and its pro rata share of all applicable operating expenses, which can include, without
limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments
and transactions considered, evaluated and/or consummated by a Funds, as well as overall
consideration and evaluation of a Fund’s portfolio, including, without limitation, those expenses
incurred before the initial closing, including, without limitation, expenses associated with
sourcing, negotiating, investigating, researching, financing and structuring of investments and
potential investments, whether or not consummated, including, without limitation, data and
research onboarding, ingestion, aggregation and analysis and third-party research, data, analytics,
modeling, risk, structuring, pricing, execution and other third-party information systems,
including, without limitation, installation and maintenance, software and service fees (including,
without limitation, the expenses with respect to data, data feeds, subscriptions, expert networks,
political intelligence providers and reports); (iii) the costs of research-related and investment-
related computer hardware (including virtual hardware and network connection costs) and
software expenses, including, without limitation, Bloomberg terminals and subscriptions and other
market information systems, as well as the costs of research management systems and corporate
access tracking systems; (iv) the costs of the Adviser’s portfolio management system, order and
execution management systems, and any other software used for accounting and/or monitoring of
the portfolio, including, without limitation, subscriptions relating to, among other things, trading,
execution and order management systems and services; (v) expenses associated with holding,
financing, monitoring, hedging, maintaining and disposing of all investments of a Fund and all
transaction and other costs associated therewith, including, without limitation, expenses associated
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