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ALTI Private Equity Access Fund

March 26, 2020

VIA EDGAR AND OVERNIGHT MAIL

Ryan Sutcliffe

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: ALTI Private Equity Access Fund (the “Fund”)

Registration Statement on Form N-2 File Nos.

333-235545 and 811-23501

Dear Mr. Sutcliffe:

This letter is in response to written comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in a letter dated January 16, 2020 regarding a Registration Statement on Form N-2 (the “Registration Statement”)
relating to the ALTI Private Equity Access Fund (the “Fund”). The below responses have been reflected, to the
extent applicable, in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement (“Pre-Effective Amendment
No. 1”).

The following sets forth the Staff’s
comments and the Fund’s responses thereto.

 1. Please tell us if you have presented any test the waters materials to potential investors in connection with this offering.
If so, please provide us with copies of such materials.

RESPONSE: The Fund will supplementally
provide the Staff with any test-the-waters materials that it uses in connection with the Fund’s offering.

 2. Please inform the staff of any exemptive applications and no-action requests the Fund has submitted or will submit in
connection with this registration statement.

RESPONSE: At this time, the Fund
does not plan to file any exemptive relief applications or no-action requests with the SEC.

    1

 3. Please confirm in your response letter that
                                         FINRA has reviewed the proposed underwriting terms and arrangements for the transactions
                                         described in the registration statement, including the amount of compensation to be allowed
                                         or paid to the underwriters and any other arrangements among the Fund, the underwriters,
                                         and other broker-dealers participating in the distribution, and that FINRA has issued
                                         a statement expressing no objections to the compensation and other arrangements.

RESPONSE: The Fund confirms that FINRA has reviewed
the proposed underwriting terms. At this time FINRA has not issued a statement expressing any objections to the Fund’s compensation
and other arrangements, but FINRA has yet to issue their final letter.

 4. If the Fund has a sales load please include the following among the bolded bullet points: “An investor will pay
a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay the maximum aggregate [_]%
for sales load and offering expenses, you must experience a total return on your net investment of [_]% in order to recover these
expenses.”

RESPONSE: The Fund has filled-in
these blanks on the cover page of the Prospectus in the Registration Statement as part of Pre-Effective Amendment No. 1.

 5. As discussed in Guide 6 to Form N-2, “Where a Registrant uses or has reserved the authority to create a leveraged
capital structure by issuing senior securities, cross- reference to the discussion of these risks should be included on the cover
page of the prospectus as required by Item 1.j.” Please revise to include appropriate disclosure.

RESPONSE: The Fund does not intend
to create a leveraged capital structure by issuing any senior securities as noted on page 44 of the Pre-Effective Amendment No.
1.

 6. It appears the Fund will invest a majority of its net assets in entities that invest solely in private equity and are
exempt from registration by virtue of Section 3(c)(1) or 3(c)(7) of the 1940 Act. Please note that the staff maintains that registered
closed-end funds that invest more than 15% of their net assets in such entities should impose a minimum initial investment requirement
of at least $25,000 and restrict sales to investors that, at a minimum, satisfy the accredited investor standard. Please explain
to us why it is/would be appropriate for the Fund to offer shares without imposing these limitations. We may have additional comments
after reviewing your response.

RESPONSE: The Fund acknowledges
that the Staff has maintained a position that closed-end funds that invest more than 15% of their net assets in “private
equity funds” or “hedge funds” that rely on a Section 3(c)(1) or 3(c)(7) exemption from the Investment Company
Act of 1940, as amended (the “1940 Act”), are only permitted to offer and sell their shares to accredited investors
(as defined in Rule 501 of Regulation D) in a minimum subscription amount of $25,000. However, the Fund does not believe that this
position is applicable to it because the Fund will not be allocating its assets to “private equity funds” or “hedge
funds.” Instead, as detailed in Pre-Effective Amendment No. 1, the Fund will allocate its assets to direct private equity
transactions either through aggregation vehicles (“Co-Investment Vehicles”) created by the private equity sponsor (in
order to enhance corporate efficiency and, in some cases protect investors from the imposition of taxes on unrealized profits)
or by directly purchasing the securities in the private companies (in instances where control or tax issues are less problematic).
The implementation of such a structure is analogous to the structures that are presently implemented by 1940 Act closed-end vehicles
that invest in venture equity.

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In instances where Co-Investment Vehicles are created, the
vehicles have the benefit of efficiently aggregating capital into one control vehicle, so that the private equity sponsor may effectively
control the investment without the need to coordinate among multiple investor parties. This is a fundamental advantage to private
equity investments and the Fund believes it would not be practicable for retail investors to gain access to sponsor-led transactions
without participating in the control vehicle.

The Fund believes that investing in private equity through
Co-Investment Vehicles is analogous to investing in collateralized loan obligations (“CLOs”) for purposes of the 1940
Act analysis. Notwithstanding the Staff’s position, the Staff has historically permitted closed-end funds to invest in CLO
structures that rely on a Section 3(c)(7) or 3(c)(1) private company exemption without imposing a minimum $25,000 or accredited
investor limitation on investors, as the CLO structures were not considered by the staff to be “hedge funds” or “private
equity funds.”

As described in the Pre-Effective Amendment No. 1, Co-Investment
Vehicles are aggregator vehicles established to hold private equity securities for a pre-specified transaction and, similar to
CLOs, are distinguished from private equity funds and hedge funds for a number of important reasons. First, Co-Investment Vehicles
are unable to trade or make other investments. Specifically, Co-Investment Vehicles do not engage in any discretionary or blind-pool
investing. Second, Co-Investment Vehicles are not open-ended, as investors cannot withdraw funds at specified intervals. Third,
the control party of the Co-Investment Vehicle has no authority to reinvest the vehicle’s cash flows into new investments.
Conversely, private equity funds and hedge funds are not subject to these restrictions.

Another distinction between a Co-Investment Vehicle and
a private equity fund or hedge fund is that when the sponsor of a Co-Investment Vehicle selects a private company’s securities
to purchase, the sponsor will seek co-investors to participate in that specific private transaction (not an investment strategy).
Any structure created for these co-investment opportunities is solely allocated to the pre-designated opportunity set forth by
the sponsor to the Co-Investment Vehicle. Conversely, a private equity or hedge fund involves the sponsor or manager first raising
capital from multiple investors, and then exercising discretion over where, when and how to allocate this capital.

    3

The Fund believes that closed-end funds that participate
in private investment transactions through these Co-Investment Vehicles are therefore analogous to closed-end funds that invest
in growth-stage, venture equity transactions that the Staff has previously permitted to proceed without imposing subscription minimums,
with the only difference being that Co-Investment Vehicles are needed to protect against adverse taxation outcomes. Given the above,
the Fund believes it would be misleading to refer to or treat Co-Investment Vehicles as a private equity fund or hedge fund, as
doing so may lead investors to incorrectly believe that the Fund is a “fund of private funds” which is not the case.

At times, these Co-Investment Vehicles may also have the
added benefit of serving as blocker corporations (“blockers”). A blocker is generally a C-corporation used in the U.S.
private equity market that prevents private equity investors from having to recognize taxable income generated by the underlying
operating company raising the capital. If an investor directly purchased or owned interests in the operating company, depending
on its form of organization, the investor would likely be required to pay taxes on the income generated by the operating company.
However, by making their investment through blockers, any tax liability would accrue to the blocker and not the investor. The investor
would only be subjected to tax liability if the blocker chose to pay dividends, or when it ultimately sells its interest in the
operating company and distributes its assets to investors. Given the fact that closed-end funds can have retail investor bases,
blockers can help to alleviate complex tax issues for these individual investors who typically do not have the same level of tax
expertise available to them as institutional investors.

	From a practical standpoint, we note
that the SEC publicly expressed a desire to 	explore structures that can balance current regulations with practical solutions
in 	order to enable greater retail investor access to private markets and the Fund 	believes this is a crucial piece of that
discussion.

 7. Disclosure indicates that Transaction Consultants will be paid to identify potential private equity investments for the
Adviser and perform due diligence on those potential investments. It appears that the Transaction Consultants, as described in
the Prospectus, will be providing advice to the Fund with respect to the desirability of investing in, purchasing or selling securities
and, as such, would be investment advisers as that term is defined in the 1940 Act. See Section 2(a)(20) of the 1940 Act. Therefore,
the Transaction Consultants and the Fund are affiliated parties. See Section 2(a)(3) of the 1940 Act. Accordingly, please delete
all disclosure asserting that the Fund and Transaction Consultants are not affiliated. Please also revise the Prospectus to eliminate
any statements indicating that the Transaction Consultants do not owe a fiduciary duty to the Fund. Further, please attach as an
exhibit to the registration statement an investment advisory contract, conforming to the requirements of Section 15 of the 1940
Act and Section 205 of the Investment Advisers Act of 1940 (the “Advisers Act”), between the Fund and each Transaction
Consultant. Alternatively, please explain to us why you believe the Transaction Consultants do not meet the definition of an investment
adviser.

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Disclosure also indicates that the Transaction Consultants
will have ownership interests in the Deal Series Vehicles in which the Fund will invest (i.e., the Fund and the Transaction Consultants
will co-invest). Given the Transaction Consultants’ status as investment advisers, such transactions are generally prohibited.
See Section 17(d) of the 1940 Act. Accordingly, please revise the nature of the Fund’s relationship with Transaction Consultants
to exclude prohibited co-investment. Further, please revise the disclosure to indicate that the Fund will not co-invest with any
affiliates (as defined in Section 2(a)(3) of the 1940 Act). Alternatively, please explain to us how the federal securities laws
permit the arrangements described above. Disclosure also indicates that, following the liquidation of each Private Equity Investment
that is entered into through a Transaction Consultant, the Fund may make a “carried interest” payment to the Transaction
Consultant. Such payments are not permissible compensation for investment advisers under Section 205 of the Advisers Act; accordingly,
please revise the terms of the relationship between the Fund and any Transaction Consultants to eliminate them. Alternatively,
please explain to us how the federal securities laws permit the arrangements described above.

RESPONSE: The Fund does not consider the Transaction
Agents (as defined in Pre-Effective Amendment No. 1) to be the Fund’s investment advisors (as defined in Section 2(a)(20)
of the 1940 Act) because all investment decisions, recommendations and advice will be made by the Fund and its investment adviser
independent of the Transaction Agents. In particular, these decisions will be made on behalf of the Fund by the Investment Advisor’s
(ALTI) internal Investment Committee, as described below. The Transaction Agents will not have any affiliation with the Fund’s
Investment Committee. The Fund has removed all references of “investment advice and recommendations” related to the
Transaction Agents (previously the Transaction Consultants), and has clarified that the Transaction Agent’s role is limited
to providing the Fund with access to potential Co-Investment Opportunities and associated due diligence on behalf of the Fund.
Consistent with structure implemented by the Altegris KKR Commitments Master Fund and others the Transaction Agents will receive
no direct compensation from the Fund or the Fund’s investment adviser for providing advisory services or recommendations
to the Fund. The Transaction Agents are only compensated through their management and oversight of the respective Deal Series Vehicles
that are established for each actual investment a Transaction Agent sources for the Fund, and in which the Fund independently chooses
to participate.

    5

The Fund has included additional information on its Investment
Committee in Pre-Effective Amendment No. 1. The Fund’s Investment Committee will be finalized and in-place prior to the consummation
of the Fund’s offering. In brief, the Investment Committee is made up of investment professionals with over 30 years of collective
experience in evaluating and investing private equity opportunities. The Investment Committee will create specified parameters
for the Transaction Agents on what types of deals that they should present to the Committee for review. Parameters may include,
but are not limited to geography, size, industry, and manager.

In selecting Co-Investment Opportunities, the Committee
Members will review a number of factors before making an investment decision which will typically include: historical financial
information and projected results; industry information and the company’s position; business strategy and potential for growth;
the capitalization of the company and impact of leverage; analysis of third party business consulting, legal and accounting firms;
comparable company valuations; the ability to exit the investment within a reasonable time frame; and previous transactions of
similar companies.

The Investment Committee will also evaluate the private
equity manager leading the transaction to determine whether it believes the manager is capable of creating value for the investment
through expertise in the industry or the appropriate personnel.

Lastly, the Investment Committee will conduct a detailed
review of each co-investment as it passes through the due diligence stages.