0001213900-24-017598 Sample Contracts

AXXES PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of January 12, 2024
Agreement and Declaration of Trust • February 27th, 2024 • Axxes Private Markets Fund

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2024 • Axxes Private Markets Fund • Ohio

This Distribution Agreement (this “Agreement”), dated January 2, 2024, is made by and among Axxes Private Markets Fund, a Delaware statutory trust (the “Fund”), Axxes Capital Inc., a Delaware corporation (the “Advisor”), and Ultimus Fund Distributors, LLC, a limited liability company organized under the laws of the state of Ohio (“Distributor”).

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN AXXES PRIVATE MARKETS FUND AND AXXES ADVISORS LLC
Investment Advisory Agreement • February 27th, 2024 • Axxes Private Markets Fund • New York

This Investment Advisory Agreement, dated as of [●], 2024 (this “Agreement”), is made between Axxes Private Markets Fund, a Delaware statutory trust (the “Fund”), and Axxes Advisors LLC, a Delaware limited liability company (the “Advisor”).

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • February 27th, 2024 • Axxes Private Markets Fund • Ohio

This Sub-Administration Agreement (this “Agreement”), effective January 2, 2024, is between Axxes Capital Inc., a Delaware corporation (the “Administrator”) and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

TRANSFER AGENT SERVICES AGREEMENT
Transfer Agent Services Agreement • February 27th, 2024 • Axxes Private Markets Fund • Ohio

This Transfer Agent Services Agreement (this “Agreement”), effective 1.2.2024, is between Axxes Private Markets Fund (the “Fund”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

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