SecProbe.io

May 21, 2024
VIA E-MAIL
Ms. Cassandra Borchers, Esq.
Thompson Hine
312 Walnut St., Suite 2000
Cincinnati, OH 45202-4024
Re: OneAscent Private Markets Access Fund (the “Fund”)
       File Nos. 333-278887 and 811-23957
Dear Ms. Borchers:
On April 23, 2024, you filed a registration statement on Form N-2 on behalf of
OneAscent Private Markets Access Fund (the “Fund”) to register shares of the Fund.  Our
comments are set forth below.  For conveni ence, we generally organized our comments
using the headings, defined terms and page numbers from the registration statement.
Where a comment is made with respect to th e disclosure in one location of the filing, it
applies to all similar disclosure found elsewhere.  Pleas e note that we may have more
comments after reviewing your responses. The re gistration statement doe s not contain page
numbers so all references to pa ge numbers in this letter is re ferring to the pagination of the
registration statement as convert ed to the adobe PDF format.
COVER PAGE
Securities Offered, page 4
1. The section entitled Securities Offered on Page 4 contains a description of investments
that the Fund can make when investments ca nnot be made promptl y.  This description
of permissible investment is not contained in the descrip tion of the Fund’s policies on
Page 7 of the prospectus.  Further, the section entitled “Use of Proceeds” on Page 12
states that the Fund does not anticipate a ny material delay in fully investing the
proceeds from the offering.  Please include a description of the temporary investments
the Fund can make in an appr opriate place in the prospectus and delete from this
section or reconcile the need for this disclo sure on the cover page of the registration
statement with the statement that the Fund does not anticipate any material delays in
fully investing the proceeds of the offering.
.

Ms. Cassandra Borchers, Esq.
Page 2
May 21, 2024

REGISTRATION STATEMENT
2. Please add page numbers to th e registration statement.
PROSPECTUS
Interval Fund , page 5
3. In the first sentence of this section, please a dd disclosure to the effect that the Fund will
purchase no less than 5% and no more than 25% of its outstanding shares in the quarterly repurchase offers.
Certain Risks, page 5
4. In the fourth bullet point in this section on Page 5 , add disclosure after the phrase “at
least 5% of outstanding shares” specifying “but no more than 25% of outstanding
shares”.
5. Consider adding summary risk disclosure re garding the impact to shareholders seeking
to tender their shares if the Fund receives a tender of more than 5% of the outstanding
shares, and the process for a llocating on a pro rata basis.
6. The Adviser is identified on the bottom of Page 5 under the section entitled Certain
Risk Factors before the table of contents. Consid er moving the identification of the
Adviser to the  Prospectus Summa ry section.  Given the pagination of the registration
statement, investors could miss the identifi cation of the Fund’s investment adviser.
PROSPECTUS SUMMARY, pages 7-11
The Fund, page 7
7. The use of the phrase “private markets” in  the name of the Fund suggests investments
in privately offered investments, and ther efore please disclose an 80% investment
policy to invest in priv ate market investments.
Investment Objective an d Strategies, page 7
8. The first sentence of this section on Page 7  states that the F und seeks an “optimized”
blended return.  Please descri be briefly here or later in response to Item 8 how the Fund
defines “optimized” blended return.
9. In the second paragraph of this section on Page 7, please disclose the Fund’s 80%
investment policy and how it de fines “private market” inve stments for purposes of its
80% policy and whether it includes private mark et equity and debt investments. Also,
please disclose the types of i nvestments (debt and equity) th at the Fund will invest in
for purposes of its 80% policy.

Ms. Cassandra Borchers, Esq.
Page 3
May 21, 2024

10. Consider adding the disclosure regard ing the Fund’s permissible temporary
investments detailed on the Cover Page  to this section of the prospectus, or in response
to Item 8 of Form N-2 to fully disclose the permissible investments of the Fund.
Repurchases of Shares, page 9 11. In the first sentence of this section add disclosure to the effect that quarterly
repurchases will not exceed 25% of outstanding shares.
12. Similar to Comment 5 , add disclosure of the impact to shareholders if tenders exceed
5% of the outstanding shares ( i.e., that repurchases will be done  on a pro rata basis).
Summary of Risks, pages 9-10.
13. Please explain supplementally to the staff whether the su mmary of risks contained on
Pages 9-10 are the principal risks of the F und, and if so, please change the title to
“Summary of Principal Risks. ”
14. The fourth bullet point of this section on Page 9 , discloses that the Fund could be
subject to risks from the jurisdictions and s ectors in which it invests. The jurisdictions
and sectors in which the Fund may invest are not detailed in the Investment Objective
and Strategies  section beginning on Page 7 or in response to Item 8 .  Please ensure
that the investment strategies of the Prosp ectus align with the principal risks.  For
example, if the Fund may invest outside of the United States, please disclose that fact
in the strategies section and incl ude corresponding risk disclosure.
15. The Fund lists bullet points related to risks re lated to fixed income securities in bullets
6, 7, 8, 9 and 11 on Pages 9-10 , including investments in junk bonds. Please add
disclosure in the investment strategy section that the Fund may invest in fixed income
securities, including junk bonds .
16. There is no disclosure of the risks of investing in equity securities. Item 8, however,
contains disclosure that the Fund may invest in  equity securities.  If the Fund intends to
invest in private equity investments as a pr incipal strategy, please a dd disclosure of this
strategy in the investment strategy summary section and/or Item 8 disclosure of the
Fund’s investment strategies and include  corresponding risk disclosure in an
appropriate place in the prospectus.

Ms. Cassandra Borchers, Esq.
Page 4
May 21, 2024

INVESTMENT OBJECTIVE, STRATEGIES, AND PROCESS, pages 12-16
Investment Strate gies, pages 12-16
17. Under the heading “ Use of Proceeds ” on Page 12 , please disclose how long it is
expected to take for the Fund to fully invest  net proceeds in accordance with the Fund’s
investment objectives and policies.
18. Please conform the section entitled “Investment Strategies” to add the Fund’s 80%
policy and identify the types of private mark et investments (e.g., equity and/or fixed
income) that count towards the Fund’s 80% policy.
19. The third full paragraph of the section entitled “ Investment Strategies ” on on Page 13
states that direct investments will be a ssociated with co-investment opportunities.
Please explain supplementally to the sta ff what the Fund means by "co-investment"
opportunities and whether such opportunitie s will involve co-investments with
affiliates of the Fund.  If so, please explai n supplementally to the staff whether the
Fund has filed for exemptive relief to co-inv est with affiliates, the status of any
exemptive application, or is otherwise relying upon no-action relief for such
transactions.
Real Estate and Real Assets Investments, page 14
20. The first full paragraph discloses how the F und defines real estate and real assets
investments.  Subparagraph (i) includes re ferences to common stock, and preferred
equity. Please confirm to the staff that the instruments in (i) will be privately traded securities or if publicly traded that such instruments will not be counted towards the
80% policy of the Fund.  Simila rly, subparagraph (iii) identif ies publicly traded REITS
as one of those instruments.  Please confirm to the staff that publicly traded REITs will
not be counted towards the Fund’s 80% policy.
21. The last paragraph of the section entitled " Real Estate and Real Assets Investments " on
Page 14 , discloses that the Fund may take ad vantage of opportunities to provide the
Fund with exposure to commodities, energy, na tural resources and other real estate.
Please explain supplementally to  the staff whether investment s in these assets will be a
principal strategy and how ( e.g., derivatives, investments through a subsidiary) the
Fund will obtain exposure to these assets.  The staff could have additional comments.
22. Please supplementally explain if the Fund will i nvest through an entity that is primarily
controlled by the Fund ( i.e., a subsidiary) for these real asset investments, and which
entity primarily engages in investment activities in securities or other assets.  We may have additional comments.

Ms. Cassandra Borchers, Esq.
Page 5
May 21, 2024

Liquid Securities and Short-Term Investments, page 14
23. The first paragraph of this section desc ribes how the Fund may invest in certain
publicly traded instruments and public co mpanies that have exposure to private
markets.  The section entitled “Portfolio Construction” on Page 15 contains a chart
that states that such investments will be between 10-30% of the portfolio.  Please
confirm to the staff that investments in public securities will not  be counted towards
the 80% policy and clarify that investments in public securities can exceed 20% of the Fund’s net assets only if taken for te mporary defensive purposes.  Please add
disclosure that the Fund’s investments in publicly traded securities can only exceed
20% under temporary defensive conditions.
Investment Process , pages 15-16
24. Please disclose how the Fund is defining i nvestment managers w ho are "faith-driven
managers or who are aligned in mission with faith-based i nvestors".  Please disclose
how the Fund is defining predatory lendi ng practices, human rights violations, and
patterns of ethics controversies.
25. Please disclose how the Fund is defi ning the following disclosed qualities and
characteristics:  addressing unmet and undeserved needs in  the marketplace, providing
purposeful vocations and add meaning to work, fostering vibrant communities,
embracing partnership and a spirit of collaboration, cultivating our natural resources, and enhancing our well-being a nd corporate human experience.
Risk Factors, pages 16-27 26. The section entitled “ Co-Investment Transactions Risk” on Page 17 states that
“registered closed-end funds are permitted to, and may, simultaneously co-invest in
transactions where price is the only negotiate d term”.  Please supplementally explain to
the staff the basis for this statement.
27. The section entitled “ Co-Investment Transactions Risk” on Page 17 states that “the
Fund relies, in part, on affiliate s to assist with identifying and executing on” investment
opportunities.  Please explain supplementally to the staff whether the Fund shares
investment personnel with a ny affiliate. The staff could have additional comments.
28. The third paragraph in the section en titled “Fund Investments Liquidity Risk” on Page
21, states that “some loans and other debt in struments” are not readily marketable and
may be subject to restrictions on resale.  Please add disclosure  that this same risk could
apply equally to all of the Fund’s privat e market investments, including equity
securities.

Ms. Cassandra Borchers, Esq.
Page 6
May 21, 2024

29. There is a section entitled “Sector Concentration Risk”  on Page 24.  There is no
discussion of sector concentration risk in the summary risk section of the Fund.  If
sector risk is a principal risk of the F und, consider adding it the summary risk section
of the prospectus.
30. There is section entitled “Small- and Medium Capitalization Companies Risk” on
Page 24 .  There is no discussion of this risk in the summary risk section.  If this is a
principal risk of the Fund, consider addi ng it to the summary risk section of the
prospectus.
MANAGEMENT OF THE FUND, pages 27-32
Sub-Advisers, pages 27-28
31. The second full paragraph of this section on Page 28  states that the Adviser pays the
two Sub-Advisers 10% and 20% of the Ma nagement Fee. Item 9.1.b. requires that
advisory fees be expressed as a percentage of average net assets.  Please revise the
disclosure of the subadvisory fees to a percen tage of the average net assets of the Fund.
Portfolio Managers, pages 28-30 32. Page 28 of this section describes the qualifications  of Mr. Pearson and states that he is
the President of Investment Solutions of On eAscent.  Please describe supplementally to
the staff the relationship of OneAscent to the Adviser and whether Mr. Willis is an
employee of the Adviser or OneAscent.
33. Page 28 of this section describes the qualifications of Mr. Willis and states that he is
the Director of Portfolio Strategy for On eAscent Investments.  Please describe
supplementally to the staff the relationship of OneAscent Investments to the Adviser
and whether Mr. Willis is an employee of the Adviser or OneAscent Investments.  The
staff could have additional comments.
Administrator, Accounting, and Transfer Agent, page 30 34. Page 30  identifies the Administrator of th e Fund and discloses that the Fund
Administrator receives a fixed rate and asset based fee for providing administrative
services to the Fund.  Please disclose the am ount of the fixed rate and the asset-based
rate that the Administrator receives for providing such services.
CONFLICTS OF INTEREST, pages 33-35
35. The Fund reserves the right to use leverage  for investment purposes and to fund the
quarterly repurchases. Please add disclosure of the conflicts of interest that could arise
due to the use of leverage or other technique s that could have the effect of increasing
the Adviser’s compensation.

Ms. Cassandra Borchers, Esq.
Page 7
May 21, 2024

Anti-Takeover Provi sions in the Declaratio n of Trust, pages 42-43
36. The first complete sentence of this section on Page 43  states that "[e]ach Trustee is
elected for an indefinite term and does not  stand for reelection".  Please revise or
otherwise explain how this complie s with section 16 of the Act.
STATEMENT OF ADDITIONAL INFORMATION
Fundamental Policies, pages 54-55
37. Fundamental Policy (5) on Page 54 states that the Fund may not “purchase or sell real
estate or interests in real estate or real estate mortgage loans” subject to certain exceptions.  On Page 55 in the section entitled “Additional Fundamental Policies”
the Fund has adopted an additi onal fundamental polic y stating that the Fund may invest
in real estate.  Please rec oncile these fundamental policies disclosure.  Please also see
Comment 19.
38. Please add disclosure regarding the Advi ser's policies for allocating investment
opportunities among various clients.  Explain supplementally to the staff whether the
Adviser and the affiliates that  it relies upon have po licies and procedures regarding the
allocation of investment oppor tunities and, if so, add di sclosure explaining those
policies.
39. Disclosure on Page 71 regarding "involuntary repurchase s" states that the Fund may
involuntarily redeem shares if continued owne rship "may be harmful or injurious to the
business or reputation of the Fund.”  Please delete and revise th e disclosure to be
consistent with Rule 23c-2 under th e Investment Company Act of 1940.
ORGANIZATIONAL DOCUMENTS, DECLARATION OF TRUST
40. Article V, Section 6(b)(1) of the Declarati on of Trust contains provisions that if a
demand is rejected that the shareholder may not maintain a derivative action unless
they sustain the burden of proof.  Please re vise the organizational documents to state
that this provision does not apply to claims  under the federal secu rities laws and also
disclose this provision in an  appropriate place in the prospectus and that it does not
apply to claims under the federal securities laws.
41.  Article VIII, Section 4 of the