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SEC Response Letter

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

 Direct Dial Number

(202) 636-5806

 E-mail Address

ryan.brizek@stblaw.com

 May 17, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Karen Rossotto

Re:
 Franklin Lexington Private Markets Fund

 
 File Nos. 811-23930;
333-276789

 Dear Ms. Rossotto:

On behalf of Franklin Lexington Private Markets Fund (the “Fund”), we hereby file with the staff (the
“Staff”) of the Division of Investment Management of the Securities and Exchange Commission the first pre-effective amendment to the Fund’s registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration
Statement includes revisions in response to the Staff’s comments received by the undersigned via email on March 6, 2024 relating to the initial filing of the Registration Statement and revisions to otherwise update disclosure.

For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not
defined in this letter have the meanings given to them in the Registration Statement. Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions are underlined and deletions are
struck.

 GENERAL COMMENTS

1.
 Staff Comment: 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.

 Response: The Fund respectfully acknowledges the Staff’s comment.

2.
 Staff Comment: 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.

 Response: At this time, the Fund has not submitted nor currently anticipates submitting
any other exemptive applications or a no-action request in connection with the Registration Statement.

The Fund notes that, on January 31, 2024, it filed an application to allow it to pay advisory fees with Fund shares (the “Advisory
Fees Application”), as amended on May 8, 2024. Additionally, the Fund filed an application for a co-investment exemptive order on April 17, 2024 (together with the Advisory Fees Application, the “Applications”). The
Applications are under review by the Staff as of the date of this correspondence. The Fund may file an amendment to each of the Applications to the extent necessary in response to any of the Staff’s comments.

3.
 Staff 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, we may have additional comments.

Response: The Fund confirms that it has not presented nor does currently intend to present any “test the waters” materials
to potential investors in connection with its offering of Shares but may rely on Rule 433 or Rule 482 under the 1933 Act to present information outside of “test the waters” materials. If, in the future, the Fund determines to present any
“test the waters” materials, it will provide the Staff with copies of those materials.

4.
 Staff Comment: 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 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.

 Response: The Fund does not intend to issue debt securities or preferred
shares within a year from the effective date of the Registration Statement.

5.
 Staff Comment: 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.

 Response: The Fund no longer intends to conduct a Reorganization with the
Predecessor Fund and has removed the related disclosure from the Registration Statement.

 Prospectus

Cover

6.
 Staff Comment: 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?).

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 Response: The Fund respectfully submits that buyout and growth investments are types of
private equity opportunities where equity capital is provided to private companies in support of business growth strategies or fundamental value creation and strategic business improvement. As such, the Fund believes that they are appropriately
characterized as types of assets.

 The Fund considers “real assets” to mean any assets that have physical properties, such as
natural resources, real estate, infrastructure and commodities. The Fund has revised the disclosure to clarify the meaning of this term.

7.
 Staff Comment: 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.

Response: The Fund confirms that it has made the requested change.

8.
 Staff Comment: 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 transferred, 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 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.

 3

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.

 Response: The Fund no longer intends to conduct a
Reorganization with the Predecessor Fund and has removed the related disclosure from the Registration Statement.

9.
 Staff Comment: 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)?

Response: The Fund no longer intends to conduct a Reorganization with the Predecessor Fund and has removed the related disclosure from
the Registration Statement.

10.
 Staff Comment: 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.

 Response: The Fund
confirms that there are instances where an investor may make an initial investment in the Fund of less than $25,000. As described on page 95 in the Registration Statement, the Fund supplementally submits that the minimum initial investments may be
reduced by the Fund or the Distributor in the discretion of each for certain investors based on consideration of various factors, including the investor’s overall relationship with the Manager or Distributor, the investor’s holdings in
other funds affiliated with the Manager or Distributor, and such other matters as the Manager or Distributor may consider relevant at the time, though Shares will only be sold to investors that satisfy the Fund’s eligibility requirements. The
minimum initial investment may also be reduced by either the Fund or the Distributor in the discretion of each for clients of certain registered investment advisers and other financial intermediaries based on consideration of various factors,
including the registered investment adviser or other financial intermediary’s overall relationship with the Manager or Distributor, the type of distribution channels offered by the intermediary and such other factors as the Manager or
Distributor may consider relevant at the time.

 4

11.
 Staff Comment: 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.

 Response: The Fund confirms that it has made the requested change.

12.
 Staff Comment: 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:

●

 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.

 Response: The Fund confirms that it has made the requested change.

13.
 Staff Comment: 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.

 Response: The Fund
confirms that the Board will approve the use of offering proceeds for this purpose.

14.
 Staff Comment: 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.

 Response: The Fund
confirms that it has made the requested change.

 Summary of Offering Terms (page 1)

Investment Objective and Strategy (page 3)

15.
 Staff Comment: 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.

 Response: The Fund confirms that it has made the requested changes.

16.
 Staff Comment: 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.

 5

 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.

 Response: The Fund confirms that it has
made the requested changes.

17.
 Staff Comment: 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 currently used to
define each investment type, as these definitions are circular.

 Response: The Fund confirms that it has made
the requested change.

18.
 Staff Comment: 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”.

Response: The Fund confirms that it has made the requested changes.

19.
 Staff Comment: 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.

 Response: The Fund confirms that the
calculation of the Fund’s 80% test will not include capital commitments that have not yet been