Correspondence 0001213900-24-031653 from Axxes Private Markets Fund (CIK 0001938365)
Axxes Private Markets Fund (CIK 0001938365)
Date: April 9, 2024 · CIK: 0001938365 · Accession: 0001213900-24-031653
AI Filing Summary & Sentiment
File numbers found in text: 333-274313, 811-23898
Letter
Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20002 Re: Axxes Private Markets Fund; Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland:
On behalf of Axxes Private Markets Fund (the “Fund”), set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) telephonically, on March 15, 2024, regarding the Fund’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration Statement”) filed on EDGAR on February 27, 2024. The Staff’s comments are set forth below and are followed by the Fund’s responses.
PROSPECTUS SUMMARY
1. In the section “INVESTMENT PROGRAM” please clarify what is meant by “directly or indirectly” in the following sentence: “A Direct Access Co-Investment is an investment, directly or indirectly, through or alongside certain Investment Funds sponsored or managed by an Investment Manager in the Investment Manager’s buyout and growth equity opportunities…”
Response: The Fund has removed “directly or indirectly” from the referenced sentence to clarify that a Direct Access Co-Investment is an investment through or alongside certain Investment Funds sponsored or managed by an Investment Manager.
2. Please disclose in an appropriate place in the prospectus that: “the Fund will not control the Investment Funds as defined in Section 2(a)(9) of the 1940 Act.”
Response: The Fund has added the requested disclosure to the Investment Program section.
INVESTMENT PROGRAM
3. In the section “Investment Objective and Strategies” please replace the disclosure regarding “primaries” with the disclosure used in the prospectus summary to describe “primaries.”
Response: The Fund has made the requested revision.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Emily Rowland, Senior Counsel
April 9, 2024
Page 2
TYPES OF INVESTMENTS AND RELATED RISKS
4. Please add risk factors for any type of investment that is expected to be principal for the Investment Funds if not already disclosed.
Response: The Investment Funds are not expected to principally invest in any investment types that have not been disclosed in the Registration Statement.
DESCRIPTION OF CAPITAL STRUCTURE AND SHARES
5. In the section “Exclusive Delaware Jurisdiction” please remove the term “brought” from the sentence “Under the Declaration of Trust, any claims related to the Fund, except claims brought under the federal securities laws…” Please also remove this term from the text of the Declaration of Trust.
Response: The Fund has made the requested revisions to the Registration Statement and the Declaration of Trust.
* * *
Please do not hesitate to call me at (202) 383-0176 or Krisztina Nadasdy at (614) 468-8292 if you have any questions or require any additional information.
Sincerely,
/s/ Steven B. Boehm
Show Raw Text
CORRESP
1
filename1.htm
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0176
F: +1 202.637.3593
stevenboehm@eversheds-sutherland.com
April 9, 2024
VIA ELECTRONIC FILING
Emily Rowland, Senior Counsel
Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20002
Re: Axxes Private Markets Fund; Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland:
On behalf of Axxes Private Markets Fund (the “Fund”),
set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) telephonically, on March 15, 2024, regarding the
Fund’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration
Statement”) filed on EDGAR on February 27, 2024. The Staff’s comments are set forth below and are followed by the
Fund’s responses.
PROSPECTUS SUMMARY
1.
In the section “INVESTMENT PROGRAM” please clarify what is meant by “directly or indirectly” in the
following sentence: “A Direct Access Co-Investment is an investment, directly or indirectly, through or alongside certain Investment
Funds sponsored or managed by an Investment Manager in the Investment Manager’s buyout and growth equity opportunities…”
Response: The Fund has
removed “directly or indirectly” from the referenced sentence to clarify that a Direct Access Co-Investment is an investment
through or alongside certain Investment Funds sponsored or managed by an Investment Manager.
2.
Please disclose in an appropriate place in the prospectus that: “the Fund will not control the Investment Funds as defined
in Section 2(a)(9) of the 1940 Act.”
Response: The Fund has
added the requested disclosure to the Investment Program section.
INVESTMENT PROGRAM
3.
In the section “Investment Objective and Strategies” please replace the disclosure regarding “primaries”
with the disclosure used in the prospectus summary to describe “primaries.”
Response: The Fund has
made the requested revision.
Eversheds Sutherland
(US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For
a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Emily Rowland, Senior Counsel
April 9, 2024
Page 2
TYPES OF INVESTMENTS
AND RELATED RISKS
4.
Please add risk factors for any type of investment that is expected to be principal for the Investment Funds if not already
disclosed.
Response: The Investment
Funds are not expected to principally invest in any investment types that have not been disclosed in the Registration Statement.
DESCRIPTION OF CAPITAL STRUCTURE AND SHARES
5.
In the section “Exclusive Delaware Jurisdiction” please remove the term “brought” from the sentence
“Under the Declaration of Trust, any claims related to the Fund, except claims brought under the federal securities laws…”
Please also remove this term from the text of the Declaration of Trust.
Response: The Fund has
made the requested revisions to the Registration Statement and the Declaration of Trust.
* * *
Please do not hesitate to call me at (202) 383-0176
or Krisztina Nadasdy at (614) 468-8292 if you have any questions or require any additional information.
Sincerely,
/s/ Steven B. Boehm
Steven B. Boehm
cc: Andrea Ottomanelli Magovern, Assistant Director
Asen Parachkevov, Branch Chief
Krisztina Nadasdy, Esq., Eversheds Sutherland (US)
LLP