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  Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0176

F: +1 202.637.3593

stevenboehm@

eversheds-sutherland.com

November 20, 2023

VIA ELECTRONIC FILING

Emily Rowland, Senior Counsel

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20002

 Re: Axxes Private Markets Fund; Registration Statement on Form N-2;

File Nos. 333-274313 and 811-23898

Dear Ms. Rowland:

On behalf of Axxes Private Markets Fund (the “Fund”),
set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) on October 4, 2023, regarding the Fund’s Registration
Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration Statement”) filed on September
1, 2023. The Staff’s comments are set forth below and are followed by the Fund’s responses.

GENERAL

1.      We
note that the Registration Statement is missing information and exhibits and contains numerous sections that indicate that they will be
added, completed or updated by amendment. Please expect comments on such portions when you add, complete or update them in any pre-effective
amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective
amendment. Please plan accordingly.

Response:     The Fund acknowledges
the Staff’s comment.

2.
Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere
in the Registration Statement. Please make all conforming changes.

Response:     The Fund
acknowledges the Staff’s comment, and will make conforming changes throughout, as applicable.

3.        We
note that the Registration Statement discloses requests for exemptive relief (e.g., multi-class and
co-investment relief). Please advise us as to the status of each of the applications disclosed in the Registration Statement and whether
you have submitted or expect to submit any other exemptive applications or no-action requests in connection with the Registration Statement.

Response:     The
Fund filed an application for co-investment relief on September 7, 2023 (File No. 812-15505) and has received initial comments. The Fund
intends to file an application for multi-class relief prior to the Fund’s launch. The Fund intends to seek multi-class relief through
the expedited review process. The Fund is not currently seeking any no-action relief or other exemptive relief.

  Emily Rowland, Senior Counsel

November 20, 2023

Page 2

4.
Please tell us if you have presented or will present 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
has not presented and will not present any “test the waters” materials to potential investors in connection with this offering.

5.        On
the facing sheet, please uncheck the box “when declared effective pursuant to section 8(c) of the Securities Act,” as that
section relates to post-effective amendments.

Response:     The Fund
has made the requested revision.

6.        Overall,
we found the discussion in the Registration Statement of the Fund’s strategies and investments and how the Fund intends to achieve
its investment objective, hard to follow. In revising your disclosure in response to our comments, please more concisely and in plain
English describe the Fund’s principal strategies and investments as specified by Item 8.2.

Response:     The Fund
has revised its investment strategy to more clearly explain how the Fund intends to achieve its investment objective.

PROSPECTUS

Cover page

7.        Add
to the “Investment Portfolio” disclosure, if true, that the Fund primarily invests in private investment vehicles, such as
private equity funds, which are commingled asset pools that typically offer their securities privately, without registering such securities
under the 1933 Act (“Investment Funds”) or clarify the exact nature of the private company investments. Please make this change
consistently throughout the Registration Statement.

Response:     The Fund
has revised the referenced disclosure as follows: “Private market investments are investment interests of any type (“Investment
Interests”) in private investment vehicles, such as private equity funds and private co-investment vehicles, which are commingled
asset pools that typically offer their securities privately, without registering such securities under the Securities Act of 1933, as
amended (the “Securities Act”) (“Investment Funds”).”

8.
On the cover and throughout the Registration Statement as applicable, please clarify that the initial minimum purchase amounts in
Class I shares cannot be waived to an amount below $25,000. Also, under “Securities Offered,” please delete the clause “with
respect to certain individual investors or classes of investors (specifically,” as generally the minimum can only be waived for
the category of investors noted in this sentence.

Response:     While the
Fund does not believe it is required, the Fund has added disclosure stating that the investment minimums for Class I shares will not be
waived to an amount below $25,000. The Fund has deleted the clause “with respect to certain individual investors or classes of investors
(specifically,” as requested.

  Emily
Rowland, Senior Counsel

                                            November 20, 2023

Page 3

9.         Please
revise the third bullet point to replace “such as a return of capital” with the following clause: “such as from offering
proceeds, borrowings, and amounts from the Fund's affiliates that are subject to repayment by investors, which may constitute a return
of capital” if true. Please also disclose in the third bullet point (and elsewhere where return of capital distributions are discussed),
the consequences of return of capital distributions. For example, disclose that (i) return of capital distributions should not be considered
the dividend yield or total return of an investment in the Shares, (ii) shareholders who receive the payment of a distribution consisting
of a return of capital may be under the impression that they are receiving net profits when they are not, thus shareholders should not
assume that the source of a distribution from the Fund is a net profit, and (iii) the amount treated as a tax-free return of capital will
reduce a shareholder’s adjusted tax basis in its Shares, thereby increasing the shareholder’s potential taxable gain or reducing
the potential taxable loss on the sale of the Shares.

Response:     The Fund
revised the third bullet point to state “such as from offering proceeds, borrowings, and amounts from the Fund's affiliates that
are subject to repayment by investors, which may constitute a return of capital.” The Fund added disclosure under the “Distribution
Policy” section of the Prospectus regarding the consequences of return of capital, and cross-referenced such disclosure in the third
bullet point.

10.     Please revise the
fifth bullet as follows for each class for which the Fund intends to impose a sales charge (currently Classes A and C): “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 added the requested disclosure.

11.     In the bullet point that covers “risks associated with leverage,” please add a specific cross reference to the Prospectus
disclosure regarding the risks associated with a leveraged capital structure, in addition to the existing cross reference to the risk
factors, generally. See Item 1.1j and Guidelines to Form N-2, Guide 6.

Response:     The Fund
has added the requested cross reference.

12.     Please add the date the Fund expects to make its first repurchase offer and add a cross reference to “Repurchase Risks.”
Please revise the second and third sentences under “Interval Fund” to state the Fund's present intention as to the amount
of Fund’s outstanding shares to be repurchased. Please also describe the “Repurchase Pricing Date” in this section
as it is not defined until later in the registration statement.

Response:     The Fund
believes it is clear that it currently expects to offer to repurchase “no less than 5%” of the Fund’s outstanding shares
(and that any offer over 5% is at the discretion of the Board). Additionally, the disclosure states that investors should not rely on
any expectation of repurchase offers in excess of 5%. The Fund believes that additional disclosure to this effect would be redundant.
The Fund has made the other revisions requested.

13.     You
note that each of Core Independent Managers will be investors in the Fund. Please supplementally provide your legal analysis as to the
status of the Core Independent Managers as affiliates of the Fund pursuant to section 2(a)(3) of the 1940 Act. Further, given that you
state the Fund intends to “allocate approximately one-third of the value of its Investment Interests to each Core Independent Manager,”
please supplementally provide your analysis as to how this complies with section 17(d), and more clearly explain what the quoted sentence
means and how this allocation will be accomplished.

Response:     The
Fund notes that the Core Independent Managers will not be “affiliated persons” of the Fund under Section 2(a)(3) of the
1940 Act. While the Core Independent Managers may invest in the Fund, they will not invest in amounts of 5% or more of the
Fund’s outstanding voting securities at any given time. To this effect, the Fund has revised its disclosure regarding a Core
Independent Manager’s investment, to state the following: “Each Core Independent Manager may invest in the Fund
alongside existing shareholders, provided that no such investment will be made that would cause a Core Independent Manager to be an
“affiliated person” of the Fund under the 1940 Act.” Additionally, the Core Independent Managers will not
otherwise be considered affiliates of the Fund because the Fund will not invest in the securities of or otherwise hold any interest
in a Core Independent Manager, the Core Independent Managers are not investment advisers to the Fund (as detailed further below),
and Core Independent Managers will not otherwise control, be controlled by, or under common control with, the Fund. Because the Core
Independent Managers will not be affiliates of the Fund, Section 17(d) is not implicated if the Fund chooses to invest in a fund
sponsored by a Core Independent Manager.

  Emily Rowland, Senior Counsel

November 20, 2023

Page 4

The Fund has also revised the
referenced sentence regarding allocation, to state that “[t]he Fund intends to deploy its assets into one or more co-mingled vehicles
sponsored by each Core Independent Manager in roughly equal amounts, subject in all cases to the discretion of the Advisor, availability
of appropriate investments and market conditions.” The Advisor is in no way obligated to allocate any specific percentage of assets
to a Core Independent Manager.

14.     Please
supplementally describe the services that will be provided to the Investment Interests and the Fund by the Core Independent Managers,
including whether they are investment advisers to the Investment Interests. Please also supplementally provide your legal analysis as
to why the Core Independent Managers would not be investment advisers to the Fund under Section 202(a)(11) of the Advisers Act of 1940
and/or section 2(a)(20) of the 1940 Act, given disclosure in the Registration Statement (under “Risks of Co-Investments”)
that “.. .the Advisor may have little to no opportunities to negotiate the terms of such co-investments. The Fund generally relies
on the Investment Managers offering such co-investment opportunity to perform most of the due diligence on the relevant portfolio company
and to negotiate terms of the co-investment,” and disclosure in the Prospectus Summary of “Risk Factors” that “[t]he
Fund’s performance depends upon the performance of the Investment Managers and selected investment styles, the adherence by such
Investment Managers to such selected investment styles, the instruments used by such Investment Managers.”

Response:     We have
revised the disclosure to make clear that the Core Independent Managers are third-party fund sponsors who offer co-mingled investment
products, including private equity funds and co-investment vehicles, that the Fund intends to invest in. The Core Independent Managers
do not provide any specific services to Fund. Rather, they organize and sponsor their own vehicles in which the Fund is one investor of
several.

The Core Independent
Managers will enter into arrangements whereby they agree to make available to the Fund opportunities to invest in their co-mingled
private funds and co-investment vehicles that pursues certain strategies. However, these agreements only require that they allow the
Fund the opportunity to invest if it determines to do so, akin to the arrangements that might be made with a large, repeat investor
a sponsor has a relationship with. No advice will be provided by the Core Independent Managers as to the desirability of any
particular investment opportunity and the decision to invest in any particular Core Independent Manager vehicle and in what amount
will be made solely by the Advisor. It is well established that simply investing into a co-mingled private fund does not make the
sponsor of such a fund an investment adviser to the investing limited partners. Accordingly, we do not believe that any advisory
relationship has been created between the Core Independent Managers and the Fund.

15.     Please disclose the compensation arrangements of the Core Independent Managers and other Managers, including who pays their fees or other
compensation. Are such fees and expenses reflected in the Fund’s fee table? If so, please specify where.

Response:     The Fund
has added disclosure stating that the Fund will bear the expenses associated with investing in an Investment Interest in the same way
as any other investor, including any applicable management fee and/or carried interest.

  Emily Rowland, Senior Counsel

November 20, 2023

Page 5

16.     Please
describe in the Prospectus the structure of the co-investment vehicles and any other aggregation vehicles to be used for investing in
Investment Interests, and all related fees and expenses the Fund will bear. For example, we note disclosure under “Investment Related
Risks,” (specifically under “Private Equity Investments”), that the Fund investments in Direct Access Co-Investments
and secondary investments will not be in private equity funds organized as limited partnerships. Will they be in investment companies
exempt from registration under sections 3(c)(1), 3(c)(7) or another section of the 1940 Act?

Response:     Per our
response above, the disclosure has been revised to clarify that the Fund intends to invest into 3(c)(7) and other comparable co-mingled
private investment vehicles organized by the Core Independent Managers. The Fund will bear its ratable share of any expenses incurred
by these vehicles in the same way as other limited partners or members thereof.

17.     Given
that the Fund invests approximately 10% of its total assets in liquid securities, and that the Fund has a credit facility and offering
proceeds, please explain why there is disclosure under “Repurchase Risks” (under “Other Risks”) and elsewhere
suggesting that Investment Interests may need to be sold in connection with quarterly repurchases.

Respon