SecProbe.io

July 31, 2020
BY EMAIL

Richard Horowitz, Esq. Dechert LLP Three Bryant Park 1095 Avenue of the Americas New York, NY  10036-6797  Re: Conversus StepStone Private Markets
Registration Statement on Form N-2  Filing No.: 333-239638

Dear Mr. Horowitz:
The staff has reviewed the above-referenced initial registration statement, which the
Commission received on July 2, 2020.  Based on our review, we have the following comments.
Capitalized terms have the same meaning as defi ned in the registration statement.  Cited page
numbers correspond to those in the marked copy of the filing.

1. General Comments

a. The filing contains blanks for missing disc losure.  Please ensu re that all missing
information is included in a pre-effective amendment responding to these comments, including completed regist ration fee information.

b. Please tell us if you have presented or will present any “test the waters” materials to
potential investors in connection with this offe ring.  If so, please provide us with copies
of such materials.
c. In April, the Commission adopted rules re lated to securities offering reform for
closed-end investment companies.  See IC-33836, Apr. 8, 2020.  Many of those rule and
form changes are effective August 1, 2020.  Pl ease make all necessary changes to the
registration statement to comply with applicab le changes.  Specific reference to form
item and instruction numbers cited below correspond to the version of Form N-2
effective August 1, 2020.

d. Conversus StepStone Private Markets currently  has an effective registration statement on
Form N-2 under the 1940 Act only.  Please cl arify, supplementally, whether any classes

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 2 of 8
of Shares have been sold pursuant to that  registration statement and whether, once the
filing registering the Fund’s shar es under the 33 Act is effect ive, shares not registered
under the 33 Act will be in the market.

2. Facing Sheet
Please submit a new N-2 facing sheet compor ting with Form N-2 effective August 1,
2020; check all applicable boxes.

3. Cover Page
a. Please consider whether the word “Fund” should be added to the registrant’s legal name
in order to clarify for retail investors the na ture of the financial instrument they are
purchasing.
 b. Please provide disclosure about the type of fund being registered or a statement about
fund investment objectives in acco rd with Item 1.1.b. of Form N-2.
 c. Please provide a brief description of the securi ties being offered per Item 1.1.c. of Form
N-2.  Explain that this is a tender offer fund and discuss repurchase frequency.  Also,
cross-reference sections of th e prospectus that discuss the Fund’s repurchase policies and
the attendant risks.

d. Please provide the statement required by Item 1.1.d. of Form N-2.

e. Please state the public offering price in the o ffering table or provide  additional offering
table disclosure in accord with inst ruction 1 to Item 1.1.g. of Form N-2.

f. Although public trading may not occur for two y ears, consider adding disclosure required
by Item 1.1.i. of Form N-2 concerning the lack of history of public trading of shares of
the Fund and closed-end fund discounts.  If  such disclosure is not added, explain,
supplementally, why such information would not be material to investors purchasing
Fund shares now with a view to the development of a secondary market.

g. Please add statement required by rule 498(b )(1)(vii) under the Securities Act and Item
1.1.l of Form N-2 regarding optional intern et availability of investment company
shareholder reports, if applicable.
h. The first sentence of the paragraph under the heading “To All Invest ors” is redundant of
required rule 481 disclosure now included at the top of the cove r page.  Please delete the
redundant language.  Also, please delete the subsequent sentences of this paragraph
which constitute legalese disc laiming prospectus liability.

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 3 of 8
i. Please add Class D Shares to the fourth bullet on the cover page, incl uding notation of the
appropriate hurdle percentage w ith regard to a total return necessary to recover the sales
load.
j. Please provide disclosure concerning dealer prospectus delivery obligations in accord
with Item 2.3 of Form N-2.

4. Summary of Prospectus

a. The prospectus summary and later sections of  the prospectus cont ain subjective language
regarding Fund investment management.  For instance, on page one of the summary the
registrant claims that investment will be allocated by one of the most sophisticated institutional investors in priv ate markets.  Please redraft to provide a less subjective
description of the Advisers’ qualifications for managing investments in the Fund and also
amend other instances throughout the prospectus  touting the Advisers’ and co-investors’
investment acumen.

b. On page two, the registrant outlines the “fa vorable structure” of the Fund.  Please add
further disclosure clarifying that  this structure is “favorable” relative to investing directly
in private equity funds.

c. One page two, the registrant describes StepSt one’s track record by st ating that StepStone
has generated “attractive” risk-adjusted retu rns.  Please provide further disclosure
explaining what is meant by “attractive” on pa ge two and also on page four outlining
StepStone’s experience.

d. On page three, the registrant discusses management of the J-Curve and cash flow
dynamics.  Please provide plain English disclo sure in the section explaining the J-Curve
and private markets investing.  Further, add corresponding discussion in the principal
risks section specifically detailing the J-Curv e and the investing risks it represents as a
feature of private markets investing.

e. On page four, the registrant  states that the Advisers and the Fund have obtained an
exemptive order that “expands” the Fund’s ab ility to co-invest.  Please rewrite this
disclosure to state that the order “permits” the Fund to co-invest alongside its affiliates in
Private Market Assets; make a corresponding edit to page 39.

f. (p. 5) The Fund states that it is not oblig ated to repurchase any Shares.  The Fund does
not have a fundamental policy related to  Share repurchases.  Please summarize,
supplementally, Fund compliance with ru le 23c-3 under the 1940 Act governing
repurchase offers by closed-end companies.

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 4 of 8
g. (p. 5) The Fund states that the initia l per share offering price for Shares was $25.  Please
confirm that this formulation is correct.  It is the staff’s unders tanding that this filing
represents an initial registration statement for the Shares.  Accordingly, the initial per
share offering price should be $25 in the future  at the time of the in itial public offering.

h. (p. 6) Please provide the br eakdown of any fee splitting betw een the financial advisor and
distributor for Class S and Class D Shares.

i. (p. 9) The Fund describes Nasdaq Private Market as operating an online platform
designed to conduct auctions for unregistered s ecurities.  Please clarify what is meant by
“unregistered securities” given that the Fund’s sh ares will be register ed under the 33 Act.
Also, make corresponding changes with respec t to description of the auction process on
page 60.
j. On page ten, the registrant summarizes “mater ial risks” involved in an investment in the
Fund.  Please redraft this secti on label using the appropriate 40  Act terms for such risks:
“principal risks.”

5. Summary of Fees and Expenses

a. Please change the fee table category labels for the fees being charged in order to provide
more clarity as follows.  Use the terms “Sha reholder Fees” instead of Transaction Fees,
“Annual Fund Operating Expenses” instead of Annual Fund Expenses, and “Total
Annual Fund Operating Expenses” inst ead of Total Annual Net Expenses.

b. The registrant opens this section by stati ng that the following fees and expenses are
estimates based upon net assets of $400,000,000; however, on page one of the summary the registrant states it is initially  registering $500,000,000.  Please reconcile.

c. On page 7 of the prospectus summary, the re gistrant states that the Fund will pay for
certain recurring expenses, including admini strative costs and organizational and offering
costs.  Please add footnote disclosure to the fee table explaining these costs.  Also,
expand on this disclosure later in the pros pectus in the Fund Expenses section.

d. The fee and expenses table indicates that “O ther Expenses” will be 1.07% of net assets.
Please reconcile this amount  with the expense reimbursement agreement which should
cap such “Other Expenses” at 1.00%.
e. The expense examples on page 13 assumes a 2%  Early Repurchase Fee.  Given that this
fee applies to periods of less than one year, this fee should not be shown in the expense
examples.  Nevertheless, please provide text  immediately after the expense examples
explaining that if an investor’s Shares are re purchased in the first year such Shares would

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 5 of 8
be subject to the 2.00% Early Repurchase Fee.  Also include in su ch text the 1-year
expense figures for such Shares under the assump tions of the example for all four classes.

f. The expense example assumes continuation of  the expense cap beyond year one.  Given
the expense agreement is only for one year a nd must be renewed a nnually, please revise
the examples so that the expense waiv er is not reflected beyond year one.

g. Please reorder the expense table line items so that other expenses is the last line item
before Total Fund Operating Expenses.

6. Use of Proceeds

Please disclose how long it is expected to take  to fully invest net proceeds in accordance
with the registrant’s investment objectives and policies, the reasons  for any anticipated
lengthy delay in investing the net proceeds,  and the consequences of any delay.  See Item
7.2. of Form N-2.

7. Investment Program

a. On page 17, the registrant discloses investment s in convertible securities.  Please provide
further detail in corresponding investment st rategies disclosure sp ecifically addressing
convertible securities investments.
 b. If the Fund expects to invest in contingent convertible se curities (“CoCos”), please
provide further disclosure providing speci fic risks, strategic concerns, and other
appropriate disclosure regard ing such investments.

c. On page 21, the registrant st ates that a private markets fund’s NAV will typi cally exhibit
a “J-Curve,” undergoing a modest decline in th e early portion of the fund’s lifecycle.
Give the uncertainties inherent in these markets, please consider removing the word
“modest.”
d. On page 24, the registrant discusses the Advisers’ ESG Due Diligence process.  Given
the emphasis on the process, explain supplemen tally whether ESG is part of the Fund’s
principal investment strategies.  If it is, please clarify in the pr ospectus.  If it is not, please
clarify the role that ESG due diligence plays in the selection of Fund investments.  Also,
please also add corresponding risk disclosure  related to the Fund’s ESG Due Diligence
process.

e. (p. 26) Please let us know if the terms of the credit facility are expected to be finalized
before the requested date of acceleration.  If so, please provid e the material terms of the
credit facility agreement, and include a c opy of the agreement as an exhibit to the
registration statement.

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 6 of 8
8. Types of Investments and Related Risks

a. Please relabel this section and subsections to reflect that the Fund is disclosing “principal
investment risks.”  To the extent that di sclosed risks are not principal, clarify for
investors the distinction from principal risks.

b. (p. 29) Risks listed in this se ction include those associated with investment in the debt
securities of small or middle-market portfo lio companies.  Please  provide corresponding
disclosure in the previous section of the prospectus de scribing the Fund’s investment
strategies.

c. We note that on page 30 the registrant states an Investment Fund can invest in first and
second lien senior secured loans and unitranche de bt.  If the Fund also intends to invest in
covenant-lite loans, please revise your princi pal risks disclosure to include the heightened
risks associated with covenant-lite loans.

d. On page 34, the Fund outlines the risk associat ed with investing the technology sector.
Please provide corresponding investment strate gy detailing investi ng in the technology
sector.

9. Risks Related to Private Market Assets

a. Please consider whether alloca tion risk and the risks of i nvesting in other registered
investment companies described on page 38 s hould be categorized as risks specifically
related to Private Market Assets.  Further, d ilution risk cited on page 40 is a risk of the
Fund and not of investing in Private Market Assets.

b. (p. 40) Other Instruments and Future Developments .  The registrant discloses that an
Investment Fund may take advantage of opportun ities in the area of  swaps, options on
various underlying instruments,  and certain other customized  “synthetic” or derivative
instruments.  Please provide corresponding inve stment strategy disclosure.  Also, please
clarify that the Fund will not  be directly taking positions  in derivatives , if accurate.

c. Please confirm to us that, for purposes of the Fund’s 80% policy, the Fund will look
through Investment Funds’ investments in  swaps, options on various underlying
instruments, and certain other customized “synt hetic” or derivative instruments such that
they will be valued at their market va lue, rather than th eir notional value.

10. Plan of Distribution

a. On page 56, the registrant states that subs criptions will be effective only upon the Fund’s
acceptance and the Fund reserves th e right to reject any subscrip tion in whole or in part.

Richard Horowitz, Esq.
Conversus StepStone Private Markets July 31, 2020 Page 7 of 8
Please also provide detail here about wh at constitutes good order acceptance of a
subscription such that the Fund will accept it.

b. Please detail any material relationship between the distributor and re gistrant other than
being a principal distributo r per Item 5.1.b. of Form N-2.

11. Repurchases and Transfers of Shares

a. On page 57, the registrant st ates that no public market fo r Shares exists and none is
expected to develop in the future.  Please clar ify whether this statement is consistent with
the Fund’s plan to conduct secondary au ctions through Nasdaq Private Market.

b. On page 59, the registrant states the F und may repurchase Shares of a Shareholder
without consent if the Fund determines that, among other things, it w ould be in the “best
interests of the Fund” to repur chase.  Please provide detaile d disclosure explaining what
is meant by the “best in terests of the Fund.”

12. Part C

a. Please include hyperlinks to each exhibit id entified in the exhibit index and other
information incorporated by reference in the registration statement, if filed on EDGAR.
See Item 25.2., Instructio n 7 of Form N-2.

b. Please file seed financial statements and an auditor’s opinion and consent prior to
effectiveness.

We remind you that the Fund and its management are respon sible for the accuracy and
adequacy of their disclosures, notwithstandi ng any review, comments, action or absence
of action by the staff.
Responses to these comments should be made in a letter addressed to me and filed
through the EDGAR system and in pre-effective amendments to th e registration statement.  If
you believe that you do not need to make changes to the registration statement in response to a
comment, ple