SecProbe.io

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Faegre Drinker Biddle & Reath LLP

320 South Canal Street, Suite 3300

Chicago, Illinois 60606

www.faegredrinker.com

June 23, 2023

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Raymond A. Be

    Re:
    Felicitas Private Markets Fund (the “Registrant”)

    Registration Statement on Form N-2

    File Nos. 333-268699 and 811-23842

Dear Mr. Be,

The following responds to the comments provided
via email on January 6, 2023, in connection with the Securities and Exchange Commission (“SEC”) staff’s review of a
registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company Act of 1940,
as amended (the “Investment Company Act”) and Securities Act of 1933, as amended (the “Securities Act”). The changes
to the Fund’s disclosure discussed below are reflected in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement
(the “Revised Registration Statement”).

For your convenience, we have repeated each comment
below, and the Fund’s responses follow your comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Registration Statement, unless otherwise indicated.

GENERAL

1.       Comment:
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 Registrant
confirms that all missing information and all exhibits will be filed in a pre-effective amendment to the Registration Statement. The Registrant
further acknowledges that the Staff may have additional comments after such information and exhibits are provided.

2.       Comment:
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
Registrant has made all conforming changes.

3.       Comment:
We note that the Registration Statement discloses a number of requests for exemptive relief (e.g., multi-class 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 Registrant
filed an exemptive application for co-investment relief on April 6, 2023 (SEC Accession No. 0001213900-23-027873). Registrant
also intends to file an exemptive application for multi-class relief as soon as practicable.

4.       Comment:
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 Registrant
confirms that it has not presented, and will not present, any “test-the-water” materials to potential investors in connection
with this offering.

5.       Comment:
Please add a separately captioned section to your Prospectus describing material terms of the securities being offered (e.g., distribution
rights). Similarly, please add a separately captioned section describing material terms of your Declaration of Trust or other governance-related
matters investors should be aware of when considering an investment in the Fund.

Response: The Registrant
believes material terms are appropriately disclosed within the Prospectus and presented in a manner consistent with the instructions to
Form N-2. A separately captioned section describing governance-related matters will be added in a subsequent pre-effective amendment.

PROSPECTUS

Cover Page

6.       Comment:
Limit the disclosure in the Investment Objective section to a description of the investment objective of the Fund. Delete the phrase beginning
with “through a portfolio . . .” as this describes the Fund’s strategy to meet its objective.

Response: The
Registrant has revised the disclosure as requested.

7.       Comment:
Under the Investment Strategies Caption, in the sentence beginning with “The Fund will seek to achieve its investment objective
through . . .,” disclose the criteria that will be applied to determine whether those instruments should be considered “private.”
Also clarify what “closed- end private funds” and “co-investment vehicles” are. Lastly, clarify whether you will
invest directly in real estate or will invest in private funds or REITs that own real estate.

Response: The Registrant
has revised the “investment strategies” discussion on the Cover Page, and elsewhere in the Prospectus as applicable, as follows
(changes reflected in underlined and bold):

“The
Fund intends to seek its investment objective through a portfolio of private equity, private credit and real estate investments. Under
normal circumstances, the Fund seeks to achieve its objective by investing at least 80% of its net assets (plus the amount of any borrowings
for investment purposes) in “private assets”. For purposes of this policy, private assets
include: The Fund will seek to achieve its investment objective through (i) direct investments in the equity or debt of
a company; (ii)(i) investments in general or limited partnerships, funds, corporations, trusts, closed-end private funds (including,
without limitation, funds-of-funds) or other investment vehicles that are exempt under Section 3(c)(1) or 3(c)(7)
from registration under the Investment Company Act or that are registered under the Investment Company Act, which invest in “private
assets” and are generally unavailable to unaccredited investors (together, “Investment Funds”) that are managed
by independent investment managers (each, an “Underlying Manager” and collectively, the “Underlying Managers”);
(iii)(ii) secondary investments in Investment Funds managed by Underlying Managers; and (iv)(iii) co-investment
vehicles that invest alongside Investment Funds; and (iv) other direct investments in the equity or debt of a company, which are
not generally available to unaccredited investors. The Fund does
not intend to invest directly in real estate but may invest in real estate indirectly through Investment Funds. The Fund’s
investments also will include direct investments in equity or debt alongside private equity funds and firms.”

    2

8.       Comment:
The Prospectus as a whole suggests that the Fund will primarily be investing in private funds. If true, rearrange the items in the imbedded
list to place the most significant types of investments first.

Response: The Registrant
confirms that it will primarily be investing in private funds and has revised the list accordingly. Please refer to the response to comment
7.

9.       Comment:
Footnote 1 to the pricing table states that the requirement for a minimum initial investment may be waived. Please confirm supplementally
that the absolute minimum investment (after waiver of the disclosed minimum investment) will be $25,000. Clarify all of the situations
in which the Fund “in its sole discretion” may waive its minimum. In addition, please confirm supplementally that the accredited
investor criteria will still apply to all investors and will not be waived.

Response: The Registrant
confirms that the absolute minimum investment (after waiver of the disclosed minimum investment) will be $25,000. The Registrant has revised
the disclosure to clarify all situations in which Fund “in its sole discretion” may waive its minimum. The Registrant also
confirms that the accredited investor standard will apply to all investors and will not be waived.

Fund Summary

10.       Comment:
The Prospectus indicates that the Fund will use leverage. In the Fund Summary, please add a brief discussion regarding use of leverage,
the form(s) the leverage is expected to take, the risks related to the Fund’s use of leverage, and a cross reference(s) to the more
fulsome discussion of leverage in the Prospectus.

Response: The
Registrant has revised the disclosure as requested.

Investment Objective and Principal Strategies
(page 2)

11.       Comment:
Discuss briefly the Fund’s strategy for selecting the investments listed in this section, including the types of data, due diligence,
and analysis it will use to construct its portfolio and make investment decisions.

Response: The Registrant
has added the following disclosure to “Investment Objective and Principal Strategies” summary section:

“The Fund conducts thorough due
diligence on each Investment Fund before investing. For primary commitments, the Fund evaluates, among other factors, the Investment Fund’s
track record, investment team, the quality of its current portfolio, the projected return on the investment in the Investment Fund from,
among other things, a multiple of invested capital (“MOIC”) and internal rate of return (“IRR”) perspective. For
secondary commitments, the Fund evaluates, among other things, the entry valuation, the quality of the underlying assets and the sponsor
of the Investment Fund, the structure of the security, projected MOIC and IRR and the expected transaction duration. For primary and secondary
co-investments and direct investments, the Fund will consider, among other things, the quality and financial metrics of the underlying
asset(s) including revenue and EBITDA growth trends and leverage profile, the quality of the sponsor and its underwriting of the deal,
the projected MOIC and IRR, and the Fund’s ability to access ongoing financial information about the underlying asset(s). For direct
lending opportunities, the Fund considers, among other things, the seniority of its position in the capital structure, the various potential
methods of repayment from any underlying collateral, the loan to value (“LTV”) and expected duration of the opportunity, and
the expected overall projected MOIC and IRR.”

    3

The Investment Adviser and The Sub-Adviser
(page 3)

12.       Comment:
Discuss briefly the differences in the roles that the Investment Adviser and the Sub- Adviser will perform.

Response: The Registrant
has clarified the role of the Investment Adviser by amending the description thereof as follows (changes reflected in underlined and bold
font):

“Skypoint Capital Advisors, LLC
serves as the investment adviser (the “Investment Adviser”) of the Fund. The Investment Adviser provides day-to-day investment
management services to the Fund, including selection and oversight of the Sub-Adviser and the Fund’s other service providers.”

The Registrant has clarified the role
of the Sub-Adviser by amending the description thereof as follows (changes reflected in underlined and bold font):

“Felicitas Global Partners, LLC
serves as the investment sub-adviser (the “Sub-Adviser”) of the Fund. The Sub-Adviser provides day-to-day investment management
services to the Fund, including investment selection, initial and on-going due diligence of underlying managers, and asset allocation.”

The Offering (page 6)

13.       Comment:
Please disclose any minimum required offering proceeds in order to begin operating the Fund. Also, disclose any arrangements to escrow
proceeds prior to reaching this minimum required amount. See Instruction 5 to Item 1 of Form N-2.

Response: The Registrant
affirms that there are no minimum required offering proceeds in order to begin operating the Fund. As noted in the Fund Summary, simultaneous
with the commencement of the Fund’s operations, substantially all of Felicitas Equity Fund, LP’s assets will be transferred
to the Fund.

The Initial Closing (page 6)

14.       Comment:
Given that the Fund has a predecessor, supplementally explain how the initial sales price of $20 per share will relate to the Fund’s
NAV per share as a result of the merger with the predecessor.

Response: The Registrant
has deleted “The Initial Closing” section in its entirety. As the Registrant will commence operations simultaneously with
the transfer of substantially all assets from the Predecessor Fund, an initial sales price per share is not applicable. The Registrant
affirms that following the commencement of operations, all Shares will be offered at NAV.

    4

No Redemptions; Repurchase Offers (page 7)

15.       Comment:
The disclosure states that the amount repurchased from a shareholder may be reduced to maintain a minimum account balance. Please explain
supplementally how this provision is consistent with the all-holders rule. See Exchange Act Rule 14d-10. We may have further comment.

Response: The Registrant
confirms that the above-referenced disclosure has been removed.

Use of Proceeds (page 10)

16.       Comment:
Disclose how long it is expected to take to fully invest net proceeds in accordance with the Registrant’s investment objectives
and policies. See Item 7.2 of Form N-2.

Response: The Registrant
has clarified the narrative within “Use of Proceeds” to describe the expected maximum duration necessary to invest net proceeds
from an offering as follows (changes reflected in underlined and bold font):

“The proceeds from the sale of
Shares, not including the Fund’s fees and expenses (including without limitation, offering expenses), will be invested by the Fund
in accordance with the Fund’s investment objective and strategies as soon as practicable, but in no event later than three
months after receipt, and consistent with market conditions and the availability of suitable investments….”

Portfolio Diversification (page 12)

17.       Comment:
Discuss the anticipated portfolio allocation briefly in an appropriate location within the Fund Summary.

Response: The disclosure has been revised as requested.

    5

18.       Comment:
The disclosure states that the Fund “may gain exposure to the following strategies through investing in funds, co-investments, and
direct investments.” To the extent known discuss the Fund’s anticipated allocation between funds, co-investments, and direct
investment.

Response: The
following has been added to the “Investment Objective and Strategies” section of the Fund Summary and the Prospectus:

“The Fund will invest primarily
in Investment Funds and to a lesser extent in co-investments and direct investment.”

Private Credit (page 12)

19.       Comment:
The disclosure states that the Fund will invest in senior and leveraged loans. If the Fund will invest in covenant lite loans as part
of its principal investment strategy, please disclose in the strategy section and discuss related risks.

Response: The Fund does
not anticipate investing in covenant lite loans as part of its principal investment strategy.

Investment Policies and Restrictions (page
13)

20.       Comment:
The disclosure states that the Fund may “invest directly in securities pursuant to a discretionary investment advisory agreement
with an investment manager.” Clarify what this is referring to. Confirm that any investment advisory agreement that the Fund enters
into will comply with Section 15.

Response: The quoted language
refers to the possibility of engaging additional sub-advisers to manage a portion of the Registrant’s assets. The Registrant confirms
that any such engagement will comply with the requirements of Section 15 of the Investment Company Act.

Principal Risk Factors (page 14)

21.       Comment:
It is our understanding that many of the types of private funds you seek to invest in prefer larger and more established investors with
whom they maintain relationships across products and over time. Given your current asset base and lack of operating history, please consider
enhanced disclosure about the pool of investment funds and opportun