SUI Group: a related-party adviser can sit above a separate discretionary manager.
SUI Group's public agreement stack is useful because two economically distinct provider relationships operate over the same treasury strategy: Karatage as strategic adviser and Galaxy Digital Capital Management as discretionary SUI asset manager. Their fees, terms, warrants and control rights should be normalized separately rather than collapsed into one headline rate.
Two agreement families, two economic roles
| Layer | Role | Recurring economics | Term / exit |
|---|---|---|---|
| Karatage | Strategic adviser for the SUI / digital-asset ecosystem, provider selection and treasury strategy | 0% at AUM ≤ $100M; then 0.80%, 0.75%, 0.65% and 0.60% tiers as AUM increases; monthly on average daily AUM | 10-year initial term; five-year renewals by mutual agreement; specified non-cause / advisor-cause exits can leave remaining-term fees payable |
| Galaxy | Discretionary SUI asset manager, including staking / restaking and other permitted deployments | Tiered 0.60%–0.80% annual asset-based fee; $1.0M annual minimum; reasonable documented account expenses | Five-year initial term; company ordinary exit after year two requires a 90-day notice and an underperformance determination under agreed objective metrics |
The public 8-K describes Galaxy's fee range rather than a universal single rate. The Karatage agreement separately defines its own AUM tiers and denominator.
The Galaxy mandate is unusually broad and partly exclusive
The filed Asset Management Agreement gives Galaxy discretionary management authority over designated Account Assets and requires client-controlled wallets with trade-only access for the manager. The agreement makes Galaxy exclusive for the first $750 million of the company's digital assets and for at least 50% of digital assets above $750 million.
The initial term is five years from the Commencement Date. Beginning after the second anniversary, the company may terminate on 90 days' written notice if its CIO or Board makes a good-faith determination that Galaxy failed agreed objective performance metrics. Cause termination has separate mechanics.
Karatage is not just another manager fee
The Strategic Advisory Agreement covers advice on SUI, custody and security, staking / restaking, DeFi, product development and the selection of third-party asset-management providers. Its compensation is based on aggregate AUM managed by the company or an engaged asset manager, excluding the short-term lending business.
The agreement also gives Karatage contractual rights connected to the manager layer. During the term, specified decisions involving renewal, termination or amendment of the Galaxy Asset Management Agreement, another asset-management agreement, or changes to its investment guidelines require the adviser consent mechanics described in the agreement. After the second anniversary of the Galaxy agreement, Karatage may request that the company take actions in its control to procure termination of that manager agreement.
Non-cash economics and related-party facts are separate fields
Karatage received warrants to purchase 3,113,469 shares, vesting over 24 months subject to continued services under the Strategic Advisory Agreement. The company's 2026 filings identify Karatage as a related party and describe it as co-founded by the company's Chairman and Chief Investment Officer. Those facts do not establish whether the agreement is fair or unfair; they are separate governance and economic fields in the provider stack.
2026 filings show both layers remained economically live
The June 30, 2026 Form 10-Q reports $0.6 million of asset and strategic management fees for the first six months of 2026. It separately reports approximately $0.2 million of Karatage advisory fees for the same period, with about $41.4 thousand outstanding at June 30.
The filing also gives direct operating evidence for Galaxy: the company states that Galaxy assisted with DeFi participation during 2026, and certain SuiUSDe-related assets remained in wallets controlled by Galaxy as of June 30. This is stronger currentness evidence than an exhibit index alone.
Why this case improves a DAT provider stress test
- Separate adviser and discretionary-manager economics even when both use an AUM denominator.
- Capture manager exclusivity and minimum fees before comparing headline percentages.
- Map consent / governance rights that connect one provider agreement to another.
- Track service-linked warrants separately from recurring cash fees.
- Use later-period fee expense and operating activity to confirm currentness.
Primary public sources
Karatage Strategic Advisory Agreement
Galaxy Asset Management Agreement
July 2025 Form 8-K — agreement summaries
2025 Form 10-K — fees and warrants
June 30, 2026 Form 10-Q — current fees and Galaxy activity
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Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion, and no recommendation concerning any provider or transaction.