Item 5 – Fees and Compensation
FEE SCHEDULE
In consideration of our investment advisory and management services, we are entitled to receive management fees with
respect to each client. The fees and expenses applicable to each Fund are set forth in detail in its offering memorandum. A
summary of our advisory fees is set forth below.
We are paid fees for the management of the Funds (the “Management Fees”), which are either fixed or calculated quarterly
in arrears as a percentage of the net asset value of the investors’ interest in the Funds. Management Fees for each fund are
.25% per annum. Management Fees are subject to waiver, refund and/or modification by separate agreement with ACM.
See further disclosures in Item 11 regarding Valuation.
ACM has entered into a Carried Interest Allocation Agreement with Axys Capital Credit Fund, LLC (“ACCF”) a wholly owned
subsidiary of ACIF. Following the return of capital contributions and Preferred Distributions from ACCF to ACIF, ACM is
entitled to a performance-based fee of 30% of distributable funds following the required payments to ACIF. See further
disclosures in Item 6 regarding performance-based fees.
ACM also receives compensation for fund operational services provided in accordance with an agreement with Trust Asset
Management, LLC, Advisor to the Funds.
OTHER FEES AND EXPENSES
In addition to the fees set forth above, Fund investors (“Members”) bear all fees, costs and expenses associated with their
investment in the Fund. If any fees, costs and/or expenses are incurred jointly for the account of a Member and one or more
AXYS CAPITAL MANAGEMENT
FORM ADV, PART 2A
other Members, such fees, costs and/or expenses will be allocated among the applicable Members in proportion to the size
of the investment made by such Members in the activity or entity to which the expense relates or in such other manner as
we determine to be fair and equitable. We, or an affiliate, may from time to time elect to bear certain costs and expenses.
Sub-Advisory Fees and Sub-Manager Fees
In addition to our fees, sub-advisors and sub-managers impose management fees and, in some cases, will impose
performance-based fees or allocations based upon realized and unrealized appreciation in the value of the assets managed
by that sub-advisor or sub-manager. These fees will be borne, directly or indirectly, by the Fund and its Members.
Fund Expenses
Organizational, offering and operating expenses of each Fund are paid at the fund level and are allocated to each Member in
accordance with their pro rata share in the Fund.
Sub-Fund or Sub-Manager Expenses
Fund Members bear, directly or indirectly through their investment in each sub-fund or other investment vehicle (as
applicable), their pro rata share of the offering, organizational and operating expenses of such sub- fund or other
investment vehicle, and expenses related to the investment of such assets, such as brokerage commissions (including
soft dollar payments), expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees,
interest expenses, borrowing costs and extraordinary expenses.
Custodial and Administration Fees
With respect to the Funds, custody and administration fees, if any, are charged separately by the custodian or fund
administrator and are in addition to management and investment advisory fees payable to us. See Item 12 below.
Brokerage
The Funds are responsible for and pay all brokerage fees and expenses. See Item 12 below.
TERMINATION OF ADVISORY SERVICES
We will continue to provide advisory services to each Fund until its assets are liquidated, or we are removed as the manager
thereof (in accordance with the terms and conditions set forth in the applicable governing documents).
AXYS CAPITAL MANAGEMENT
FORM ADV, PART 2A
WITHDRAWALS
Subject to the terms and conditions set forth in the governing documents of each Fund, Members are permitted to make
complete or partial withdrawals from a Fund on a monthly basis. Withdrawals will be based upon the estimated net asset
value per unit, as determined by the fund administrator, for the most recent quarterly period. Investors are required to
provide us with prior written notice of any requested withdrawal; ACM maintains discretion to waive the stated notice period
but will be coordinated within a trading window; notice of the trading window is provided to the investors and their
authorized parties in writing.
For further details regarding withdrawal provisions applicable to each Fund, please review the applicable offering documents
of such Fund.
Item 6 - Performance-Based Advisory Fees and Side-By-Side Management