Correspondence 0001213900-24-034462 from Axxes Private Markets Fund (CIK 0001938365)
Axxes Private Markets Fund (CIK 0001938365)
Date: April 19, 2024 · CIK: 0001938365 · Accession: 0001213900-24-034462
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. 4 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland and Mr. Eskildsen:
On behalf of Axxes Private Markets Fund (the “Fund”), set forth below are the Fund’s responses to the accounting and legal comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) on April 11, 2024, and April 17, 2024, respectively, regarding the Fund’s Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration Statement”) filed on EDGAR on April 9, 2024. The Staff’s comments are set forth below and are followed by the Fund’s responses.
ACCOUNTING COMMENTS
1. In the section “Summary of Fees and Expenses - Example” in the Prospectus, please review the calculations for each expense example as the staff calculated different amounts:
Class A Class C Class I
Filing Staff Filing Staff Filing Staff
1 year
3 years
5 years
10 years
Response: The Fund has revised the expense example table as follows:
EXAMPLE:
You would pay the following fees and expenses on a $1,000 investment, assuming a 5% annual return:
Class A
1 year 3 years 5 years 10 years
$ 98 $ 181 $ 266 $ 483
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 19, 2024
Page 2
Class C
1 year 3 years 5 years 10 years
$ 50 * $ 152 $ 255 $ 509
*If the CDSC were to apply, the hypothetical expense you would pay on a $1,000 investment in the Class C shares would be $60 for 1 year.
Class I
1 year 3 years 5 years 10 years
$ 40 $ 124 $ 210 $ 431
2. In the Notes to Financial Statements in the section “Organizational and Offering Costs” the last paragraph of this section discusses organizational expenses, offering costs and G&A expenses that were advanced by the adviser and subject to recoupment under the Expense Limitation and Reimbursement Agreement. Please disclose in this section the amount of expenses that are subject to potential future recoupment and the expiration date of the potential recoupment.
Response: The Fund has replaced the last paragraph in the referenced section with the following: “The Adviser has advanced the Fund’s organizational expenses and offering costs related to the Fund’s current business strategy of $503,200, and current period general and administrative expenses of $247,025. In addition, the Advisor has advanced the Fund’s general and administrative expenses from July 14, 2022 (inception) through March 31, 2023 of $169,424. Of these amounts, $900,473 is subject to recoupment by the Adviser for a period not to exceed three years from the date on which such expenses were paid or borne by the Adviser in accordance with the Fund’s expense limitation agreement discussed in Note 4.”
LEGal comments
3. Please revise the following statement in the prospectus in the section “Investment Program – Investment Objective and Strategies” to broadly apply to all Investment Funds: “The Fund will not “control” the Investment Funds managed by the Core Independent Managers as that term is defined in Section 2(a)(9) of the 1940 Act.”
Response: The Fund has made the requested revision.
4. Please advise supplementally why the language regarding the licensing agreements between the Fund and the Core Independent Managers was removed.
Response: The Fund and the Core Independent Managers will not enter into separate licensing agreements as previously contemplated, and as such, the disclosures regarding such agreements were removed. Any licensing arrangements between the Core Independent Managers and the Fund will be addressed in the partnership agreements/operating agreements of the Investment Funds.
5. In reference to the disclosure regarding derivatives risk, please confirm that all principal investments for the Investment Funds are adequately disclosed in the strategy and risks sections.
Response: The Fund has removed the risk disclosure regarding derivatives transactions, as the Fund and Investment Funds will not engage in derivatives transactions as a principal strategy (if at all). The Fund confirms that the principal investments of the Investment Funds are disclosed in the strategy and risk sections of the prospectus.
* * *
Emily Rowland, Senior Counsel
April 19, 2024
Page 3
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 19, 2024
VIA ELECTRONIC FILING
Emily Rowland, Senior Counsel
Chad Eskildsen, Staff Accountant
Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20002
Re: Axxes Private Markets Fund; Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland and Mr. Eskildsen:
On behalf of Axxes Private Markets Fund (the “Fund”),
set forth below are the Fund’s responses to the accounting and legal comments provided by the staff of the Division of Investment
Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
on April 11, 2024, and April 17, 2024, respectively, regarding the Fund’s Pre-Effective Amendment No. 4 to the Registration Statement
on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration Statement”) filed on EDGAR on April 9, 2024.
The Staff’s comments are set forth below and are followed by the Fund’s responses.
ACCOUNTING COMMENTS
1. In
the section “Summary of Fees and Expenses - Example” in the Prospectus, please review the calculations for each expense example
as the staff calculated different amounts:
Class A
Class C
Class I
Filing
Staff
Filing
Staff
Filing
Staff
1 year
136
98
90
50
81
40
3 years
188
181
159
152
131
124
5 years
254
266
242
255
196
210
10 years
429
483
457
509
372
431
Response: The Fund has
revised the expense example table as follows:
EXAMPLE:
You
would pay the following fees and expenses on a $1,000 investment, assuming a 5% annual return:
Class A
1 year
3 years
5 years
10 years
$ 98
$ 181
$ 266
$ 483
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 19, 2024
Page 2
Class C
1 year
3 years
5 years
10 years
$ 50 *
$ 152
$ 255
$ 509
*If the CDSC were to apply, the
hypothetical expense you would pay on a $1,000 investment in the Class C shares would be $60 for 1 year.
Class I
1 year
3 years
5 years
10 years
$ 40
$ 124
$ 210
$ 431
2. In
the Notes to Financial Statements in the section “Organizational and Offering Costs” the last paragraph of this section discusses
organizational expenses, offering costs and G&A expenses that were advanced by the adviser and subject to recoupment under the Expense
Limitation and Reimbursement Agreement. Please disclose in this section the amount of expenses that are subject to potential future recoupment
and the expiration date of the potential recoupment.
Response: The Fund has
replaced the last paragraph in the referenced section with the following: “The Adviser has advanced the Fund’s organizational
expenses and offering costs related to the Fund’s current business strategy of $503,200, and current period general and administrative
expenses of $247,025. In addition, the Advisor has advanced the Fund’s general and administrative expenses from July 14, 2022 (inception)
through March 31, 2023 of $169,424. Of these amounts, $900,473 is subject to recoupment by the Adviser for a period not to exceed three
years from the date on which such expenses were paid or borne by the Adviser in accordance with the Fund’s expense limitation agreement
discussed in Note 4.”
LEGal comments
3. Please
revise the following statement in the prospectus in the section “Investment Program – Investment Objective and Strategies”
to broadly apply to all Investment Funds: “The Fund will not “control” the Investment Funds managed by the Core Independent
Managers as that term is defined in Section 2(a)(9) of the 1940 Act.”
Response: The Fund
has made the requested revision.
4. Please
advise supplementally why the language regarding the licensing agreements between the Fund and the Core Independent Managers was removed.
Response: The Fund
and the Core Independent Managers will not enter into separate licensing agreements as previously contemplated, and as such, the disclosures
regarding such agreements were removed. Any licensing arrangements between the Core Independent Managers and the Fund will be addressed
in the partnership agreements/operating agreements of the Investment Funds.
5. In
reference to the disclosure regarding derivatives risk, please confirm that all principal investments for the Investment Funds are adequately
disclosed in the strategy and risks sections.
Response: The Fund has
removed the risk disclosure regarding derivatives transactions, as the Fund and Investment Funds will not engage in derivatives transactions
as a principal strategy (if at all). The Fund confirms that the principal investments of the Investment Funds are disclosed in the strategy and risk sections of the prospectus.
* * *
Emily Rowland, Senior Counsel
April 19, 2024
Page 3
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