Correspondence 0001213900-23-080330 from Felicitas Private Markets Fund (CIK 0001957121)
Felicitas Private Markets Fund (CIK 0001957121)
Date: Sept. 28, 2023 · CIK: 0001957121 · Accession: 0001213900-23-080330
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File numbers found in text: 333-268699, 811-23842
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CORRESP
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Faegre
Drinker Biddle & Reath LLP
320
South Canal Street, Suite 3300
Chicago,
Illinois 60606
www.faegredrinker.com
September
28, 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 to me on September 22, 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. 2 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.
PROSPECTUS
Tender/Repurchase
Procedures
1. Comment:
Please confirm that the Fund will primarily invest in private equity funds, hedge funds and/or
equity securities of private companies.
Response:
The Registrant so confirms.
2. Comment:
Please revise the period for paying the Final Payment from five business days to two business
days after the completion of the audit.
Response:
The Registrant has revised the disclosure as requested.
* * *
We
trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the
undersigned at 312-569-1167.
Sincerely,
Veena
K. Jain