SecProbe.io

April 21, 2025
VIA E-mailRichard Horowitz, Esq.
Dechert LLP
Three Bryant Park1095 Avenue of the Americas New York, NY 10036-6797
Re: TPG Private Markets Fund
  File Nos. 333-285869, 811-24064
Dear Mr. Horowitz:
On March 18, 2025, you filed a registration statement on Form N-2 on behalf of the
TPG Private Markets Fund (the “Fund”). We have reviewed the regist ration statement and have
provided our comments below.  Where a comment is made with regard to disclosure in one
location, it is applicable to a ll similar disclosure appearing elsewhere in the registration
statement.  All capitalized terms not otherwise defi ned herein have the meaning given to them in
the registration statement.
PROSPECTUS
General
1. Please fill in all blanks, brackets, and otherwise missing information in a pre-effective
amendment (e.g., fee table, auditor, financial statements, etc.).  We may have further
comments.
2. Please explain why it is appropriate to incl ude TPG in the Fund’s name, including how the
use of TPG in the Fund’s name is not misl eading under section 35(d) of the Investment
Company Act since TPG is not a sponsor, promoter , adviser, or affiliate  of the Fund, has not
guaranteed it can provide inves tment opportunities for the Fund, and the Adviser may deviate
from its stated investment policy as it relates to TPG “from time to time.”  Please also provide us with a copy of the licensing agre ement for the Fund’s use of TPG’s name.
3. Please provide or describe any additional written or oral agreement (and any other
arrangement) between the Fund or the Adviser (o r any of its aff iliates) and TPG (or any of its
affiliates) rela ted to the Fund.

4. Please describe all services, roles, and functions that TPG (or any of its affiliates) will
perform, or have, with respect to the Fund.  Has the Fund engaged with any managers other
than TPG?  If so, please describe the arrange ment alongside documentatio n related thereto.

5. Please describe any communication between TPG,  the Adviser, or any of their affiliates
regarding the launch of the Fund.  Among others , we are interested in the topic of the
communications, who initiated them, and when. Also, is TPG (or any of its affiliates) bearing any of the expenses related to the launch of the Fund?
6. With respect to the Direct Access Investments, please describe the process for TPG sharing
the investment opportunities with the Adviser. In particular:

a. What type of information will TPG or its affiliates share?  Will TPG or its affiliates
provide any view to the Adviser, the F und, or affiliates regarding the investment
opportunities or otherwise disc uss the opportunities with them ?  Alternatively, will they
only provide a list of the oppor tunities and their terms?

b. Who will negotiate the terms unde r which the Fund will participate in these investment
opportunities?  Will the Fund receive the same te rms as TPG, or its affiliated persons and
TPG’s clients, to the extent they also participate in the opportunities?
c. Does TPG perform a similar role for other investment vehicles with which it does not
have an advisory or sub- advisory relationship?
 7. Will any personnel of TPG or its affiliates serve in any capacity for the Adviser, the Fund, or
their affiliates?
 Outside Front Cover

8. Given a “best efforts” offerin g, please revise the “total” colu mn in the offering table and
footnote 2 to reflect minimum and maximum o ffering amounts, termination date, and note
that funds are held in escrow.
 9. Please revise the statements indicating the Fund reserves th e right to waive investment
minimums to clarify that other investment criteria will still apply.
10. At the end of the fourth risk bullet point, please add a statement to the following effect:
“Thus, an investment in the Fund may not be suitable for investors who may need the money
they invest in a specified timeframe.”

11. Please supplementally confirm the exemptive relief upon which the Fund intends to rely.
 Prospectus Summary
 Investment Program, page 1

12. Please revise to clarify if you in tend to refer to “net” or “total ” assets for purposes of your
80% test.  If net, since the Fund may borro w, please include “plus any borrowings for
investment purposes” when re ferring to “net assets.”

13. Please add disclosure to the th ird paragraph to clarify how th e Fund would provide notice to
shareholders in advance of changing th e investment strategy as described.

14. Please revise the fourth paragraph to explain what “buyout” investments are.
 15. Please disclose the basis for the Adviser’s belief that accredited investors “have not
previously had access to Investment Interests managed by top-tier private equity firms such
as TPG.”  See also Investment In terests disclosure on page 4.

16. The Fund describes risks relate d to investing in emerging ma rkets.  If emerging markets
investments are a principal inve stments strategy, plea se add such disclosure to the fifth
paragraph this section and pr ovide the fund’s definition of emerging market countries.

17. Please revise the last sentence of the fi fth paragraph to explain what you mean by
“primaries,” and revise to disclose how Direct Access I nvestments achieve a “broader
investment exposure and more efficient capital deployment”  than would be provided by
investing in primaries.

Investment Program, page 2

18. You state that the fund will invest in direct access investments. Please revise to explain how
these investments will be structured (e.g. inve stments in private funds, equity of private
companies, special purpose vehicles that provi de exposure to private companies, etc.). We
may have further comment.
19. Please revise disclosure to explain what “comparatively large minimum denominations” is
compared to.

Investment Strategies, page 3
 20. If TPG is under no obligation to allocate any i nvestment opportunity to the Fund, how is it
that the Fund “intends to allocate approximately 80% of the value of its Investment Interests
to TPG?”
 Investment Strategies, page 4

21. The Fund states that the due diligence process fo r Direct Access Investments is led by at least
one portfolio manager who is supported by a deal team.  Please disclose whether the portfolio
manager and deal team are employed by th e Adviser or the Investment Manager.
 22. In the second paragraph, please state “approxima tely 80% of the value of its Investment
Interests” instead of “substantially all” for consistency with earlier disclosure.
 23. The Fund explains that the Adviser seeks to m onitor performance of the Investment Interests
and underlying investments, including unaudite d reports.  Please disclose whether the
Adviser limits investments to Investment Interests that agree to provide information described.

24. Please disclose the meaning of “more liquid securities.”

Risk Management, Risk  Factors, page 5

25. The Funds states, “Generally, the Adviser will seek to allocate no more than 25% of the
Fund’s assets, measured at the time of investment in  any one Investment Interest.”  Please
revise to clarify whether this is net or total assets.
 26. Bullets 10 and 12 appear the same as they relate to legal and re gulatory changes applicable to
private equity funds.  Please revise to di stinguish or eliminate duplicative disclosure.

The Offering, page 8
 27. Please disclose whether investors may withdraw  funds if monthly closings are suspended.

The Adviser, page 9

28. Please briefly describe the Adviser’s experi ence managing pooled vehicles investing in
similar assets and strategies.  Please also provide a basis to assess the expertise and experience of the Adviser with respect to fore ign investments.  See Guide 9 to Form N-2.

Eligible Investors, Investor Suitability, page 11
 29. The Fund states, “The Adviser may from time to  time impose stricter or less stringent
eligibility requirements.”  Insofar as the Fund determines to reduce e ligibility requirements,
please represent that the reduction will be in a filing reviewable by the staff.
30. The Fund encourages shareholders who re quire minimum annual distributions from a
retirement account to consider the Fund’s schedule for repurchase offers and submit
repurchase requests accordingly.  Please explain how this is consistent with disclosure
elsewhere describing the limited liquidity of the shares and stating the Fund has no obligation to repurchase shares at any time and is not a suitable investment for any investor who requires regular dividend income.
Valuation, page 11
 31. Please revise to clarify how the Fund will co mply with Rules 2a-4 and 2a-5 under the 1940
Act regarding valuation of Investment Interests. Specifically, clarify that:

a. Such securities will be valued at fair value as determined in good faith by the
Board of the registered company. S ee Rule 2a-4 under the 1940 Act.; and

b. The Board, or its designee, will determine fair value in good faith by carrying out
the functions specified in Rule 2a-5 under the 1940 Act.

Repurchases of Shares by the Fund, page 12
 32. Please add disclosure that specifies the an ticipated timing of the Fund’s initial repurchase
offer.

33. Please delete language indicating the Fund may re purchase if “in the best interest of the
Fund” and replace with language stating that  involuntary redempti ons will be conducted
consistent with Rule 23c-2.  See al so Repurchase of Shares, page 39.
 Summary of Fees and Expenses, page 13
 34. Please include carried interest or similar profit-based allocations within the AFFE calculation
and provide disclosure contemplated by In struction 10.g to Item 3.1 or explain why you
believe this is not required. See also In struction 10.b to Item 3.1 of Form N-2.

35. The Fund states, “Investment Interests in wh ich the Fund has invested generally charge
annual management fees . . . and carried inte rest that are at or below the comparable
percentage levels associated with most primary investments and secondary investments.”
Please revise “has invested” to reflect that su ch investments have not  yet been made.  In
addition, please revise the sentence for clarity  as it is difficult to understand comparing
management fees for “most” primary and sec ondary investments and what is and is not
included therein.
36. Please revise footnote 4 to  explain what you mean by the “investment period.”
 Investment Program, page 16

37. Please disclose whether the Fund may invest a substantial portion of its assets in credit
instruments that are rated below investment gr ade by rating agencies or that would be rated
as such if they were rated.

38. The Fund includes two separate 80% policies, one tied to private equity Investment Interests
of any type and another tied to Direct Ac cess Investments, define d to include buyout and
growth equity investments th rough or alongside private equity  funds sponsored or managed
by TPG.  Please clarify or revi se to ensure consistency.

39. If the Fund will invest with any funds or mana gers that are affiliates of the Fund or its
Adviser, please disclose any re lated conflicts of interest.

Investment Strategies, page 19
 40. Disclose the type of information (and frequen cy) TPG customarily provides to co-investors.
 Risks Related to Investment Interests, pages 24-26
 41. Referring to the co-investments paragraph, please revise to re move the statement indicating
the Fund “generally relies on the Investment  Managers offering such co-investment
opportunity to perform most of the due diligen ce on the relevant portfolio company and to
negotiate terms of the co-inve stment.” Please explain how th e Adviser meets its fiduciary
obligations if it generally does not perform these activities.
 42. The Valuation of the Fund’s Investment Intere sts discussion may give the impression that the
value of the Fund’s investments in  the Investment Interests is determined by the Investment
Interests themselves.  Please revi se to ensure disclosure clearl y conveys the role of the Board
in valuing the Fund’s investments in the Investment Interests.

43. Please move the Dilution and Non-Diversified Stat us sections as these risks relate to the
Fund rather than the Investment Interests.
 Other Risks, page 27
 44. Please revise the last bullet of Possible Ex clusion of a Shareholder Based on Certain
Detrimental Effects section to  remove reference to the Fund repurchasing shares when it
“would be in the best interest of the Fund” and revise to ensu re the discussion is consistent
with Rule 23c-2.
 Management Team, page 31
 45. Please disclose when Mr. Vernois founded iCapita l and ensure his length of service with the
Adviser is clear.  See Item 9.1.c of Form N-2.
Calculation of Net Asset Value, page 34
 46. Please revise to ensure that NAV is calculated within 20 business days after the sale date.
 47. Please expand your disclosure to explain how va luation determinations for the Adviser for
other clients may result in different values for the same security.
 Repurchases of Shares, page 40
 48. Rule 14e-8 under the Exchange Act prohibits announcements of tender offers without the
intention to commence such offers within a reasonable time.  Please revise the registration statement to limit the discussion of tender offers to general information like how tender offers will be funded, any gene ral frequency (i.e., quarterl y, semi-annually, annually, etc.),
the effect that share repurchases and relate d financings might have  on expense ratios and
portfolio turnover, the ability of the fund to achieve its investment objectives, and potential
tax consequences to investors.   We believe that specific procedures that the Fund currently
intends to follow at the time it makes a tender offer, such as how the price to be paid for tendered shares will be deter mined, how long the offer will re main open, and when payment
will be made are more appropriate to disclose in the tender offer documents sent to investors when an offer is made.  See also Distributions In-Kind, p. 29.
49. Please explain where the Declaration of Trust provides for repurchase or redemption of
shares without shareholder consent.
 Plan of Distribution, page 50
 50. The Fund’s shares are offered on a best efforts basis, “subject to vari ous conditions.”  Please
confirm all material conditions are disclosed.
 Anti-Takeover and Certain Provisions in the Agreement and Declaration of Trust and By-
laws, page 52
 51. Please revise to describe the provisions of your organizational docum ents that have the
effects described in this secti on. See Item 10.1.f of Form N-2.

Outside Back Cover

52. Please include the information required by Rule 48 1(e) on the outside back cover page of the
prospectus. See Item 2.3 of Form N-2.

STATEMENT OF ADDITIONAL INFORMATION

Fundamental Policies, page 1
 53. Please revise paragraph 2 to reconcile with your disclosure  on page 7 indicating the Fund
may concentrate in a single industry.  To the extent the Fund will concentrate, as permitted
by the 1940 Act, please expand to e xplain what the 1940 Act permits.
 54. The Fund states it will not engage in various activities except to th e extent permitted or
consistent with the 1940 Act.  Please tell us  where you describe what is permitted by the
1940 Act or revise to explain.
 Other Accounts Managed by the Portfolio Managers, page 12
 55. Please revise to include the information re quired by Item 21.1.b regarding the other accounts
managed by the portf olio managers.
 Conflicts of Interest, page 15

56. Please revise the description of c onflicts of interest to describe material conflicts between the
investment strategy of the F und and the investment strategy of other accounts managed by
the Portfolio Managers.  See Item 21.1.d. of Form N-2.

PART C

Item 25. Financial Statements and Exhibits
 57. Please file the finalized exhibits once they are available.

Closing

A response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Sec