FEES AND COMPENSATION
In consideration of the advisory services we provide to any Fund, Axxes generally expects to
receive management fees consistent with the terms of each Fund’s Governing Documents.
Accordingly, Investors should carefully review the Fund’s offering and Governing Documents for
a description of the applicable fees. We expect a similar compensation structure for any future
clients.
As a general matter, each Fund or client will bear its pro rata share of management fees. In the
event that a Fund or our advisory services are terminated, a proportionate amount of any
unearned management fees (prorated for the remaining portion of the quarter) will generally be
refunded to the applicable client or Fund Investor(s).
As applicable, each Fund’s general partner or managing member (the “General Partner”) will
receive carried interest distributions in accordance with the terms of the Fund’s Governing
Documents. Any carried interest distributions are expected to be calculated upon the disposition
of portfolio investments of the Fund. The carried interest distributed to such General Partner, or
an affiliate generally will be subject to a potential giveback or clawback at the end of life of a Fund
if such General Partner has received excess cumulative distributions.
Generally, Limited Partners are expected to pay to the General Partner an administrative fee
equal to a percentage of their pro rata share, as further described in the Governing Documents.
The amount and terms of the fees and compensation discussed herein is set forth in the
Governing Documents.
EXPENSES AND OTHER FEES
Manager Expenses: Except as otherwise noted in the applicable Governing Documents, each
Fund’s General Partner and/or Axxes, as applicable, shall pay, without reimbursement by the
Fund, all of their own ordinary overhead expenses, including all costs and expenses on account
of rent, salaries, wages, bonuses and other employee benefits.
Fund Expenses: Each Fund shall generally pay or reimburse the General Partner or other Axxes
affiliate for all reasonable organizational expenses attributable to it and any of its related entities
(the “Organizational Expenses”) up to any limit specified in the Fund’s Governing Documents.
In addition, consistent with the terms and conditions in each Fund’s Governing Documents, each
Fund will pay, or reimburse the General Partner or other Axxes affiliate for all other fees, costs,
expenses, liabilities, and obligations relating to the Fund and/or its activities, business,
subsidiaries or actual or potential portfolio investments (to the extent not borne or reimbursed by
a subsidiary or a portfolio investment or potential portfolio investment).
To the extent applicable, each Fund generally is responsible for and pays any of its custodial fees
and expenses. See Item 12 below.
Allocation of Expenses: Subject to any relevant restrictions or other limitations contained in the
Fund’s Governing Documents, Axxes will allocate fees and expenses in a manner that it believes
is fair and equitable to its clients under the circumstances over time and considering such factors
as it deems relevant, but in any case in its sole discretion. In exercising such discretion, Axxes
expects to be faced with a variety of potential conflicts of interest.
As a general matter, Fund expenses typically will be allocated among all relevant Funds or co-
invest vehicles eligible to reimburse expenses of that kind. In all such cases, subject to applicable
legal, contractual or similar restrictions, expense allocation decisions generally will be made by
Axxes or its affiliates using their reasonable judgment, considering such factors as they deem
relevant, but in their sole discretion. The allocations of such expenses may not be proportional,
and any such determinations involve inherent matters of discretion, e.g., in determining whether
to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or
proportionately in accordance with asset size, or in certain circumstances determining whether a
particular expense has greater benefit to a Fund or Axxes.
Payment of Expenses: Each Fund’s General Partner shall have discretion to pay Organizational
Expenses and Fund Expenses in accordance with the Governing Documents, from capital
contributions called from Investors, drawn from a Fund’s credit facility, investment proceeds
and/or temporary investment income otherwise distributable to Investors pursuant to Governing
Documents.
COMPENSATION FOR THE SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS
Some employees of the Firm are or may be in the future separately registered as securities
representatives of an unaffiliated broker-dealer. Those employees may receive commissions
and/or placement fees for the sale of private placement securities subject to applicable laws.