SecProbe.io

March 6, 2024

VIA E-mail
Jane Trust Franklin Templeton 280 Park Avenue New York, New York 10017
Re: Franklin Lexington Private Markets Fund (the “Fund”)
File Nos. 811-23930; 333-276789

Dear Ms. Trust:
 We have reviewed the registration statement on Form N-2 filed January 31, 2024, with
the Commission on behalf of the Fund (the “Registration Statement”) with respect to an offering
of common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the Registration Statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement.

General

1. We note that portions of the Registration Statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
2. In addition to the Fund’s application to allow it to pay advisory fees with Fund shares and
your recent application concerning joint transactions, please let us know if the Fund has submitted or intends to submit any other exemptive applications or a no-action request in connection with the Registration Statement.  Please inform us of the anticipated timing of your applications and requests for relief.

3. 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, we may have additional comments.

4. Please confirm that the Fund does not intend to issue debt securities or preferred shares
within a year from the effective date of the Registration Statement.  If the Fund plans to

Ms. Jane Trust
Page 2

issue preferred shares within a year from the effectiveness of the Registration Statement,
please include additional disclosure of risks to shareholders in the event of a preferred shares offering.
5. The Registration Statement appears to contemplate a transaction with the Predecessor
Fund that will occur after your decision to become registered as an investment company.  Please tell us how this transaction will be structured to comply with section 17 of the 1940 Act, including any no-action relief upon which you intend to rely.

Prospectus

Cover

6. In the second paragraph, the disclosure states “The Fund has the flexibility to invest in
Private Assets across asset types, including…buyout, growth, venture, credit, mezzanine, infrastructure, energy and other real assets.”  Please explain to us why buyout and growth are considered asset types instead of investment strategies.  Please also disclose what the Fund considers to be “other real assets" ( i.e., what does the phrase “real assets” mean?).

7. In the penultimate line of the fourth paragraph, the disclosure refers to “Private Markets
Debt Investments”.  This term has not been defined.  Please include a definition or provide an appropriate cross-reference.
8. In the last paragraph on the first page of the Cover, the disclosure states “Simultaneous
with the commencement of the Fund’s operations”, the Predecessor Fund “is expected to reorganize into the Fund.”  Regarding the Reorganization:  a. Please disclose how the Predecessor Fund’s shares will be valued for purposes of the
Reorganization.  Will there be any dilution for shareholders who purchase shares in the initial offering (and who are not holders of shares of the Predecessor Fund)?  If so, please provide appropriate disclosure on the Cover and in the Prospectus.
 b. Please explain to us in correspondence what information investors will have available
to them about the Predecessor Fund and its portfolio prior to purchasing shares of the Fund.

c. Please tell us when the Predecessor Fund was formed and how long it has been
operating.  If the Predecessor Fund was recently formed, please tell us how and from whom it acquired its assets ( e.g., for cash, from parties not affiliated with the Fund or
its advisers).

d. With respect to the assets being transf erred, please tell us whether the Predecessor
Fund, its adviser, or any respective affiliate, received any special payments or fees associated with the asset prior to its transfer to the Fund ( e.g., structuring or
origination fees).  If such payments or fees were made, please tell us their nature and

Ms. Jane Trust
Page 3

amounts and discuss any impacts such fees may have on the other economic or deal
terms of the investment.
 e. Please explain to us what assets will not be transferred from the Predecessor Fund to
the Fund, and why these assets will not be transferred.

f. Please explain to us whether the Predecessor Fund meets the definition of a “fund” as
defined in Rule 6-11(a)(2).  If the Predecessor Fund meets the definition of a fund, please explain how the requirements of Rule 6-11 of Regulation S-X will be met, including the supplemental financial information requirements. In your response, please indicate the fiscal year end of the Predecessor Fund and what fiscal year-ends and interim periods will be included.  If the Predecessor Fund does not meet the definition of a “fund’, please discuss with the Staff what Predecessor Fund financial information will be provided, which may include an audited schedule of investments that complies with Article 12 of Regulation S-X and presents the fair value of investments according to FASB ASC 820.
g. Please note, to the extent that you intend to present the prior performance of the
Predecessor Fund within the Registration Statement, we will have further comments.

9. At the end of the last paragraph on the first page of the Cover, please provide us your
basis for asserting that “The Predecessor Fund maintains an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material
respects , equivalent to those of the Fund [emphasis added].”  In your response, please
consider that the Predecessor Fund is advised by Lexington and is invested in private assets, and that the Fund will include a Liquid Assets sleeve advised by FAV.  Will the Fund have the same portfolio managers as the Predecessor Fund?  Will there be any portfolio managers at the Fund that are not also portfolio managers at the Predecessor Fund ( e.g., portfolio managers employed by Franklin)?

10. On page ii, in footnote (1) to the table, the disclosure states “The Fund may, in its sole
discretion, accept investments below [the minimums described in the footnote].”  Please explain to us the circumstances under which the Fund may reduce these stated minimum investments.  The disclosure also states “Investors subscribing through a given broker/dealer or registered investment adviser may have shares aggregated to meet these minimums, so long as initial investments are not less than $25,000 and incremental contributions are not less than $10,000.”  Please confirm that each investor’s initial investment in the Fund is at least $25,000.
11. On page ii, in the fourth bullet, the disclosure states “Shares…may not be transferred or
resold except as permitted under the Fund’s agreement and declaration of trust.”  Please define “Fund’s agreement and declaration of trust” here.  Please also provide a cross-reference to the section Transfer Restrictions  on page 100.

Ms. Jane Trust
Page 4

12. On page ii, in the final bullet, the disclosure states the Fund’s distributions may consist of
return of capital.  Accordingly, please include the following bullet:

x A return of capital to Shareholders is a return of a portion of their original
investment in the Fund, thereby reducing the tax basis of their investment.  As a
result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

13. The final bullet also states that the Fund may pay distributions from offering proceeds.
Please confirm the Board has approved the use of offering proceeds for this purpose.

14. On the Cover, please specify the Fund’s principal strategies that are speculative ( e.g., use
of leverage, high yield debt and emerging markets investment) and include a cross-
reference to the disclosure regarding the risks associated with these strategies .  See  Form
N-2, Item 1.1.j. and the Guidelines to Form N-2, Guide 6.
Summary of Offering Terms (page 1)
 Investment Objective and Strategy (page 3)

15. The disclosure in this section describes what the Fund invests in, but does not disclose the
Fund’s strategy in determining what to buy, sell, or hold.  Please include disclosure describing how the Fund makes investment decisions and constructs its portfolio as a whole.  For example, in the second paragraph on page 18, the disclosure states “The Fund’s investment strategy is based, in part, upon the premise that certain potential investments may be available for purchase by the Fund at “undervalued” prices.  If this is a focus of the Fund’s strategy, please disclose so here.
16. On page 3, the disclosure indicates the Fund may invest in “venture” as an asset type.
Please disclose how the Fund defines venture.  Please also disclose the types of venture companies the Fund will invest in, directly or indirectly, including the companies’ stages of development, and associated risks.    Similarly, please elaborate in the disclosure on the types of companies or specific areas of energy, infrastructure and real assets the Fund will invest in as a principal strategy.
17. On page 3, please revise the definitions of Secondary Funds and Primary Funds to
provide a clear, plain English description of these investments, highlighting their differences.  In particular, please revise to avoid use of the terms “secondary market” and “primary market”, respectively, which are current ly used to define each investment type,
as these definitions are circular.

18. On page 4, please disclose the credit quality of the Fund’s Private Markets Debt
Investments.  In doing so, please disclose that debt rated below investment grade is otherwise known as “junk”.

Ms. Jane Trust
Page 5

19. Please confirm the calculation of the Fund’s 80% test will not include capital
commitments that have not yet been called by an underlying fund.
20. In the penultimate paragraph on page 5, the disclosure states “The Fund may make
investments directly or indirectly through one or more wholly-owned subsidiaries….”
Regarding the Fund’s use of Subsidiaries:

a. Please note, any investment advisory agreement between a Subsidiary and its
investment adviser is a material contract that should be included as an exhibit to the registration statement.

b. Confirm in correspondence that each Subsidiary and its board of directors will agree
to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

c. Confirm any Subsidiary’s management fee (including any performance fee), if any,
will be included in the line item “Management Fee” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.

d. Confirm to us the Subsidiary and its board of directors will agree to designate an
agent for service of process in the United States.

Principal Risk Factors (page 6)

21. On page 6, in the second paragraph, the disclosure includes the phrase “…which do not
purport to be a complete description of any of the particular risks referred to or a complete list of all risks involved in an investment in the Fund.”  Please delete this phrase as it implies the Fund’s principal risk disclosure is materially incomplete.
22. On page 9, the disclosure in the last two sentences in Competition for Access to Private
Equity Investment Opportunities , states that Lexington and FAV may revise their
“investment allocation policies and procedures…at any time without notice to, or consent from, the shareholders.”  Please explain to us what “investment allocation policies and procedures” are, as they are referred to here.

23. On page 10, in the second paragraph in The Fund is subject to the risks of its Portfolio
Funds , the disclosure states “Lexington will review and perform due diligence on the
valuation procedures used by each Portfolio Fund Manager and monitor the returns provided by the Portfolio Funds.”  Please disclose what such due diligence will entail.

24. On page 18, the disclosure in The Fund’s performance will depend on Lexington, FAV
and key personnel , references the “Incentive Fee.”  This term has not been introduced
yet.  Please define it here or provide a cross-reference.

Ms. Jane Trust
Page 6

Share Classes; Minimum Investments (page 24)

25. On pages 24-25, the disclosure in this section states “the minimum initial investment in
the Fund by any investor is $[25,000] with respect to Class S Shares and Class D Shares, and $[1,000,000] with respect to Class I Shares.”  Further disclosure throughout this section indicates circumstances when these minimums may be reduced.  Please note that the staff maintains that registered closed-end funds that invest more than 15% of their net assets in private equity entities that rely on sections 3(c)(1) or 3(c)(7) of the 1940 Act, should impose a minimum initial investment requirement of at least $25,000, and restrict
sales to investors that, at a minimum, satis fy 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.  The Reorganization  (page 26)

26. The disclosure in the penultimate sentence in this section states “Following the Inception
Date, the Board expects to authorize the commencement of a cash tender offer….”  Please provide us more information about the inital tender offer, including the purpose of the tender offer, as well as the timing of the te nder offer.  In this regard, please provide us
a timeline of when the tender offer will commence and end in relation to the
Reorganization and the Fund’s public offering.  Please also inform us of the expected size of this tender offer and the source of proceeds that will be used to pay for tendered shares.  Purchasing Shares (page 27)

27. In the last sentence of the third paragraph of this section, the disclosure states “An
investor who misses the acceptance date will have the effectiveness of his, her or its investment in the Fund delayed until the following month.”  Please respond to the following questions regarding this disclosure.  We may have more comments after reviewing your response.  a. Please explain to us whether or not investors always submit purchase orders and
funds through an intermediary.  If not, tell us to whom purchase orders and funds are submitted.

b. Please explain to us whether or not investors are notified after submitting their
purchase order that the order will be rolled into the next month.  If so, tell us who notifies the investor that the order will be ro lled, when they are notified and whether
the notification tells them how to revoke their purchase order so that it is not rolled into the next month and have their funds returned.

c. If the Fund retains the purchase order until the next month, please tell us (i) what
happens to an investor’s funds submitted with the purchase order, including who owns these funds and has custody of these funds and (ii) whether or not the funds are held in an interest-bearing account and if so, who is entitled to the accrued interest.

Ms. Jane Trust
Page 7

Incentive Fee  (page 32)

28. Following the narrative discussion of the Incentive Fee, or at an appropriate place within
the Registration Statement, please consider providing a graphical representation of how the Incentive Fee operates.  Please accompany the graphic with examples that show h