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Correspondence 0001104659-25-045540 from TPG Private Markets Fund (CIK 0002060934)

TPG Private Markets Fund (CIK 0002060934)
Date: May 7, 2025 · CIK: 0002060934 · Accession: 0001104659-25-045540

AI Filing Summary & Sentiment

File numbers found in text: 333-285869, 811-22763, 811-22964, 811-24064

Referenced dates: April 21, 2025

Date
May 7, 2025
Author
Not clearly detected
Form
CORRESP
Company
TPG Private Markets Fund (CIK 0002060934)

Letter

VIA EDGAR Division of Investment Management Washington, DC 20549 Re: TPG Private Markets Fund Registration Statement on Form N-2 File Nos. 333-285869 and 811-24064

Dear Ms. McManus:

This letter responds to comments that you conveyed in a letter dated April 21, 2025 with respect to the registration statement filed on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2025 on behalf of TPG Private Markets Fund (the “Fund”). The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings attributed to such terms in the Registration Statement.

Concurrently with this letter, the Fund is filing Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.

On behalf of the Fund, set forth below are the comments of the SEC staff (“Staff”) along with our responses to or any supplemental explanations of such comments, as requested.

PROSPECTUS

General

1. Comment: 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.

Response: The Fund confirms that it will complete or update all information that is currently bracketed in a future pre-effective amendment.

2. Comment: Please explain why it is appropriate to include TPG in the Fund’s name, including how the use of TPG in the Fund’s name is not misleading under section 35(d) of the 1940 Act since TPG is not a sponsor, promoter, adviser, or affiliate of the Fund, has not guaranteed it can provide investment 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 agreement for the Fund’s use of TPG’s name.

Response: Rule 35d-1 under the 1940 Act requires a fund whose name includes a term suggesting the fund focuses its investments in a particular type of investment or investments must adopt a policy to invest, under normal circumstances, at least 80% of the value of its assets in investments in accordance with the investment focus that the fund’s name suggests. The Fund has revised the impacted disclosure to clarify that the Fund will focus its investments in private equity investments sourced or managed by TPG (as defined in the Fund’s prospectus). Given the clear disclosure in the prospectus setting forth the Fund’s principal investment strategy of focusing on private equity investments sourced or managed by TPG, the Fund believes the use of “TPG” in the name of the Fund is important and appropriate. The use of “TPG” in the Fund’s name provides investors with useful information about the Fund’s primary focus in order to assist investors in assessing their investment options and determining the Fund’s investments and risks. The Fund will allocate approximately 80% of the value of its assets to Investment Interests sponsored or managed by TPG. The Fund notes that other funds have previously taken similar approaches to their names, utilizing a substantially similar 80% names rule policy. See CPG Carlyle Commitments Fund, LLC (File No. 811-22763); the Altegris KKR Commitments Fund (File No. 811-22964). We note that the Staff provided a comment in connection with its review of the Altegris KKR Fund’s N-2 registration statement requesting that we add disclosure that the Altegris KKR Fund may allocate its assets to non-KKR funds and co-investment opportunities without limitation. We have included similar language in the Fund’s Prospectus, meaning that if the Adviser is not getting the deal flow from TPG that it expects to receive or the Adviser and the Board otherwise determine it is in the best interests of the Fund and its shareholders to focus on non-TPG Investment Interests, the Fund can make this change at any time and change the name of the Fund to remove “TPG” therefrom.

The Fund also confirms that it will file the licensing agreement as an exhibit to a future pre-effective amendment.

3. Comment: Please provide or describe any additional written or oral agreement (and any other arrangement) between the Fund or the Adviser (or any of its affiliates) and TPG (or any of its affiliates) related to the Fund.

Response: The Fund confirms that there are no written or oral agreements or any other arrangements between the Fund or the Adviser (or any of its affiliates) and TPG (or any of its affiliates) related to the Fund.

4. Comment: 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 arrangement alongside documentation related thereto.

Response: TPG and its affiliates will not serve as a sponsor, promoter, adviser or affiliate of the Fund, nor will TPG guarantee investment opportunities for the Fund. As the Fund allocates its assets to Investment Interests sponsored or managed by TPG, it expects TPG to provide information to the Fund of the type and scope (and with the same frequency) that TPG customarily provides to other institutional investors, such as valuations and providing the Adviser with certain types of information and access to Investment Interests to help enable the Adviser to invest the Fund’s assets in accordance with its strategy.

The Fund confirms it has not engaged with any managers other than TPG. However, as discussed in our response to Comment 2, the Fund may at any time determine not to allocate its assets to TPG and, instead, may determine to allocate its assets to Investment Interests sponsored or managed by another private equity manager.

5. Comment: 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?

Response: The Fund notes that the Adviser initiated communications with TPG in January 2024 regarding the idea of potentially creating a continuously offered vehicle investing in Investment Interests sponsored or managed by TPG. The Adviser discussed a vehicle that would be managed solely by the Adviser and would focus on selecting investment strategies from TPG’s broad private equity platform, investing alongside TPG’s institutional limited partners. Those discussions were followed by teams from each firm, led by the Adviser, discussing the launch of the Fund.

The Fund confirms that TPG and its affiliates will not bear any of the expenses related to the launch of the Fund.

6. Comment: 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 Fund, or affiliates regarding the investment opportunities or otherwise discuss the opportunities with them? Alternatively, will they only provide a list of the opportunities and their terms?

Response: As the Fund allocates its assets to Investment Interests sponsored or managed by TPG, it expects TPG to provide information to the Fund of the type and scope (and with the same frequency) that TPG customarily provides to other institutional investors. The Fund expects TPG to provide the Adviser with certain types of information and access to Investment Interests to help enable the Adviser to invest the Fund’s assets in accordance with its strategy, such as:

· Executive summaries and company overviews, including description of company’s products and services, management team, market share, and client base;

· Risk factors and target returns of an Investment Interest;

· Deal team perspectives on the opportunity presented by an Investment Interest (e.g., KPIs, industry trends, portfolio company positioning, competitive landscape);

· Summary financials and valuation analysis for an Investment Interest;

· Capitalization table with sources and uses (showing leverage);

· Key terms for an Investment Interest;

· Summaries of governance matters for an Investment Interest; and

· In the case of Investment Interests that are structured as syndicated co-investments, co-investment memoranda that TPG’s institutional limited partners receive.

Additionally, the Fund expects that, on a monthly basis TPG will provide the Adviser with updated valuations for all underlying portfolio companies.

TPG and its affiliates will not provide any investment recommendations or investment advice to the Adviser, the Fund, or affiliates regarding any investment opportunities.

b. Who will negotiate the terms under which the Fund will participate in these investment opportunities? Will the Fund receive the same terms as TPG, or its affiliated persons and TPG’s clients, to the extent they also participate in the opportunities?

Response: The Adviser makes the sole investment decision to invest on behalf of the Fund. Accordingly, the Adviser will negotiate the terms under which the Fund will participate in these investment opportunities. There is no guarantee that the Fund will receive the same terms as TPG, its affiliates and its other clients if they participate in the same opportunities.

c. Does TPG perform a similar role for other investment vehicles with which it does not have an advisory or sub-advisory relationship?

Response: TPG has provided investment opportunities and co-investment access to certain institutional investors who serve or have served as limited partners in one or more of TPG's private funds in similar arrangements where TPG is not the adviser or sub-adviser to such institutional investors.

7. Comment: Will any personnel of TPG or its affiliates serve in any capacity for the Adviser, the Fund, or their affiliates?

Response: The Fund confirms that TPG’s personnel will not serve in any capacity for the Adviser, the Fund, or their affiliates and will have no role in the Adviser’s investment process.

Outside Front Cover

8. Comment: Given a “best efforts” offering, please revise the “total” column in the offering table and footnote 2 to reflect minimum and maximum offering amounts, termination date, and note that funds are held in escrow.

Response: The Fund will include the total offering amount in a subsequent filing. The Fund respectfully notes that there is no minimum offering amount, termination date, or escrow arrangement.

9. Comment: Please revise the statements indicating the Fund reserves the right to waive investment minimums to clarify that other investment criteria will still apply.

Response: The Fund respectfully notes that the “Purchases of Fund Shares” section, cross-referenced in the disclosure, includes the discussion of exceptions to the investment minimums. Therefore, the Fund respectfully declines to make any changes with respect to this comment.

10. Comment: 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.”

Response: The Fund has revised the disclosure accordingly.

11. Comment: Please supplementally confirm the exemptive relief upon which the Fund intends to rely.

Response: The Fund notes that on March 14, 2025, the iDirect Private Markets Fund received multi-class exemptive relief (IC Release No. 35497), which is applicable to the Fund. The Fund is not seeking and does not plan to seek any other exemptive orders at this time, but it may do so in the future.

Prospectus Summary

Investment Program, page 1

12. Comment: Please revise to clarify if you intend to refer to “net” or “total” assets for purposes of your 80% test. If net, since the Fund may borrow, please include “plus any borrowings for investment purposes” when referring to “net assets.”

Response: The Fund has revised the disclosure to clarify that its 80% test refers to net assets plus any borrowings for investment purposes (measured at the time of purchase).

13. Comment: Please add disclosure to the third paragraph to clarify how the Fund would provide notice to shareholders in advance of changing the investment strategy as described.

Response: The Fund has revised the disclosure accordingly.

14. Comment: Please revise the fourth paragraph to explain what “buyout” investments are.

Response: The Fund has revised the disclosure accordingly.

15. Comment: 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 Interests disclosure on page 4.

Response: The Fund has revised the disclosure to clarify that accredited investors have not previously had broad access to private equity Investment Interests sponsored or managed by TPG. The Adviser believes that the Fund presents accredited investors with new investment opportunities because investing in the Fund will give investors broad access to private equity investment strategies from TPG’s private equity platform. Investment Interests sponsored or managed by TPG are typically offered on a private placement basis only to qualified purchasers and are not available to accredited investors.

16. Comment: The Fund describes risks related to investing in emerging markets. If emerging markets investments are a principal investments strategy, please add such disclosure to the fifth paragraph this section and provide the fund’s definition of emerging market countries.

Response: Investing in emerging markets is not a principal investment strategy of the Fund. Accordingly, the Fund respectfully declines to make any changes in response to this comment.

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

Response: The Fund respectfully notes that the sixth paragraph currently discloses the requested information with respect to efficient capital deployment: “The Fund’s structure is intended to alleviate or mitigate a number of the investor burdens typically associated with private equity fund investing, such as funding capital calls on short notice, reinvesting distribution proceeds, meeting high investment minimums and receiving tax reporting on potentially delayed Schedule K-1s.”

The Fund has otherwise revised the disclosure to

Show Raw Text
CORRESP
1
filename1.htm

    1900 K Street, NW

    Washington, DC 20006-1110

    +1 202 261 3300 Main

    +1 202 261 3333 Fax

    www.dechert.com

    Alexander C. Karampatsos

    alexander.karampatsos@dechert.com

    +1 202 261 3402 Direct

May 7, 2025

VIA EDGAR

Ms. Kim McManus

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: TPG Private Markets Fund

Registration Statement on Form N-2

File Nos. 333-285869 and 811-24064

Dear Ms. McManus:

This letter responds to comments that you conveyed
in a letter dated April 21, 2025 with respect to the registration statement filed on Form N-2 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the
 “1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2025 on behalf
of TPG Private Markets Fund (the “Fund”). The Fund has considered your comments and has authorized us to make the responses
and changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings attributed to such terms
in the Registration Statement.

Concurrently with this letter, the Fund is filing
Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.

On behalf of the Fund, set forth below are the
comments of the SEC staff (“Staff”) along with our responses to or any supplemental explanations of such comments, as requested.

PROSPECTUS

General

 1. Comment:               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.

Response:               The
Fund confirms that it will complete or update all information that is currently bracketed in a future pre-effective amendment.

 2. Comment:               Please explain why it is appropriate to include TPG in the Fund’s name,
including how the use of TPG in the Fund’s name is not misleading under section 35(d) of the 1940 Act since TPG is not a sponsor,
promoter, adviser, or affiliate of the Fund, has not guaranteed it can provide investment 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 agreement for the Fund’s use of TPG’s name.

Response:               Rule 35d-1
under the 1940 Act requires a fund whose name includes a term suggesting the fund focuses its investments in a particular type of investment
or investments must adopt a policy to invest, under normal circumstances, at least 80% of the value of its assets in investments in accordance
with the investment focus that the fund’s name suggests. The Fund has revised the impacted disclosure to clarify that the Fund will
focus its investments in private equity investments sourced or managed by TPG (as defined in the Fund’s prospectus). Given the clear
disclosure in the prospectus setting forth the Fund’s principal investment strategy of focusing on private equity investments sourced
or managed by TPG, the Fund believes the use of “TPG” in the name of the Fund is important and appropriate. The use of “TPG”
in the Fund’s name provides investors with useful information about the Fund’s primary focus in order to assist investors
in assessing their investment options and determining the Fund’s investments and risks. The Fund will allocate approximately 80%
of the value of its assets to Investment Interests sponsored or managed by TPG. The Fund notes that other funds have previously taken
similar approaches to their names, utilizing a substantially similar 80% names rule policy. See CPG Carlyle Commitments Fund, LLC
(File No. 811-22763); the Altegris KKR Commitments Fund (File No. 811-22964). We note that the Staff provided a comment
in connection with its review of the Altegris KKR Fund’s N-2 registration statement requesting that we add disclosure that the Altegris
KKR Fund may allocate its assets to non-KKR funds and co-investment opportunities without limitation.  We have included similar language
in the Fund’s Prospectus, meaning that if the Adviser is not getting the deal flow from TPG that it expects to receive or the Adviser
and the Board otherwise determine it is in the best interests of the Fund and its shareholders to focus on non-TPG Investment Interests,
the Fund can make this change at any time and change the name of the Fund to remove “TPG” therefrom.

    2

The Fund also confirms that it will
file the licensing agreement as an exhibit to a future pre-effective amendment.

 3. Comment:               Please provide or describe any additional written or oral agreement (and any
other arrangement) between the Fund or the Adviser (or any of its affiliates) and TPG (or any of its affiliates) related to the Fund.

Response:               The
Fund confirms that there are no written or oral agreements or any other arrangements between the Fund or the Adviser (or any of its affiliates)
and TPG (or any of its affiliates) related to the Fund.

 4. Comment:               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 arrangement
alongside documentation related thereto.

Response:               TPG
and its affiliates will not serve as a sponsor, promoter, adviser or affiliate of the Fund, nor will TPG guarantee investment opportunities
for the Fund. As the Fund allocates its assets to Investment Interests sponsored or managed by TPG, it expects TPG to provide information
to the Fund of the type and scope (and with the same frequency) that TPG customarily provides to other institutional investors, such as
valuations and providing the Adviser with certain types of information and access to Investment Interests to help enable the Adviser to
invest the Fund’s assets in accordance with its strategy.

The Fund confirms it has not engaged
with any managers other than TPG. However, as discussed in our response to Comment 2, the Fund may at any time determine not to allocate
its assets to TPG and, instead, may determine to allocate its assets to Investment Interests sponsored or managed by another private equity
manager.

    3

 5. Comment:                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?

Response:               The
Fund notes that the Adviser initiated communications with TPG in January 2024 regarding the idea of potentially creating a continuously
offered vehicle investing in Investment Interests sponsored or managed by TPG. The Adviser discussed a vehicle that would be managed solely
by the Adviser and would focus on selecting investment strategies from TPG’s broad private equity platform, investing alongside
TPG’s institutional limited partners. Those discussions were followed by teams from each firm, led by the Adviser, discussing the
launch of the Fund.

The Fund confirms that TPG and its affiliates
will not bear any of the expenses related to the launch of the Fund.

 6. Comment:               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 Fund, or affiliates regarding the investment opportunities
or otherwise discuss the opportunities with them? Alternatively, will they only provide a list of the opportunities and their terms?

Response:               As
the Fund allocates its assets to Investment Interests sponsored or managed by TPG, it expects TPG to provide information to the Fund of
the type and scope (and with the same frequency) that TPG customarily provides to other institutional investors. The Fund expects TPG
to provide the Adviser with certain types of information and access to Investment Interests to help enable the Adviser to invest the Fund’s
assets in accordance with its strategy, such as:

 · Executive summaries and company overviews, including description of company’s products and services,
management team, market share, and client base;

 · Risk factors and target returns of an Investment Interest;

 · Deal team perspectives on the opportunity presented by an Investment Interest (e.g., KPIs, industry trends,
portfolio company positioning, competitive landscape);

 · Summary financials and valuation analysis for an Investment Interest;

 · Capitalization table with sources and uses (showing leverage);

    4

 · Key terms for an Investment Interest;

 · Summaries of governance matters for an Investment Interest; and

 · In the case of Investment Interests that are structured as syndicated co-investments, co-investment memoranda
that TPG’s institutional limited partners receive.

Additionally,
the Fund expects that, on a monthly basis TPG will provide the Adviser with updated valuations for all underlying portfolio companies.

TPG and its affiliates will not provide
any investment recommendations or investment advice to the Adviser, the Fund, or affiliates regarding any investment opportunities.

 b. Who will negotiate the terms under which the Fund will participate in these investment opportunities?
Will the Fund receive the same terms as TPG, or its affiliated persons and TPG’s clients, to the extent they also participate in
the opportunities?

Response:               The
Adviser makes the sole investment decision to invest on behalf of the Fund. Accordingly, the Adviser will negotiate the terms under which
the Fund will participate in these investment opportunities. There is no guarantee that the Fund will receive the same terms as TPG, its
affiliates and its other clients if they participate in the same opportunities.

 c. Does TPG perform a similar role for other investment vehicles with which it does not have an advisory
or sub-advisory relationship?

Response:               TPG
has provided investment opportunities and co-investment access to certain institutional investors who serve or have served as limited
partners in one or more of TPG's private funds in similar arrangements where TPG is not the adviser or sub-adviser to such institutional
investors.

 7. Comment:               Will any personnel of TPG or its affiliates serve in any capacity for the Adviser,
the Fund, or their affiliates?

Response:               The
Fund confirms that TPG’s personnel will not serve in any capacity for the Adviser, the Fund, or their affiliates and will
have no role in the Adviser’s investment process.

    5

Outside Front Cover

 8. Comment:               Given a “best efforts” offering, please revise the “total”
column in the offering table and footnote 2 to reflect minimum and maximum offering amounts, termination date, and note that funds are
held in escrow.

Response:               The
Fund will include the total offering amount in a subsequent filing. The Fund respectfully notes that there is no minimum offering amount,
termination date, or escrow arrangement.

 9. Comment:               Please revise the statements indicating the Fund reserves the right to waive
investment minimums to clarify that other investment criteria will still apply.

Response:               The
Fund respectfully notes that the “Purchases of Fund Shares” section, cross-referenced in the disclosure, includes the discussion
of exceptions to the investment minimums. Therefore, the Fund respectfully declines to make any changes with respect to this comment.

 10. Comment:               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.”

Response:               The
Fund has revised the disclosure accordingly.

 11. Comment:               Please supplementally confirm the exemptive relief upon which the Fund intends
to rely.

Response:               The
Fund notes that on March 14, 2025, the iDirect Private Markets Fund received multi-class exemptive relief (IC Release No. 35497),
which is applicable to the Fund. The Fund is not seeking and does not plan to seek any other exemptive orders at this time, but it may
do so in the future.

Prospectus Summary

Investment Program, page 1

 12. Comment:               Please revise to clarify if you intend to refer to “net” or “total”
assets for purposes of your 80% test. If net, since the Fund may borrow, please include “plus any borrowings for investment purposes”
when referring to “net assets.”

Response:               The
Fund has revised the disclosure to clarify that its 80% test refers to net assets plus any borrowings for investment purposes (measured
at the time of purchase).

    6

 13. Comment:               Please add disclosure to the third paragraph to clarify how the Fund would provide
notice to shareholders in advance of changing the investment strategy as described.

Response:               The
Fund has revised the disclosure accordingly.

 14. Comment:               Please revise the fourth paragraph to explain what “buyout” investments
are.

Response:               The
Fund has revised the disclosure accordingly.

 15. Comment:               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
Interests disclosure on page 4.

Response:               The
Fund has revised the disclosure to clarify that accredited investors have not previously had broad access to private equity Investment
Interests sponsored or managed by TPG. The Adviser believes that the Fund presents accredited investors with new investment opportunities
because investing in the Fund will give investors broad access to private equity investment strategies from TPG’s private equity
platform. Investment Interests sponsored or managed by TPG are typically offered on a private placement basis only to qualified purchasers
and are not available to accredited investors.

 16. Comment:               The Fund describes risks related to investing in emerging markets. If emerging
markets investments are a principal investments strategy, please add such disclosure to the fifth paragraph this section and provide the
fund’s definition of emerging market countries.

Response:               Investing
in emerging markets is not a principal investment strategy of the Fund. Accordingly, the Fund respectfully declines to make any changes
in response to this comment.

    7

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

Response:               The
Fund respectfully notes that the sixth paragraph currently discloses the requested information with respect to efficient capital deployment:
 “The Fund’s structure is intended to alleviate or mitigate a number of the investor burdens typically associated with private
equity fund investing, such as funding capital calls on short notice, reinvesting distribution proceeds, meeting high investment minimums
and receiving tax reporting on potentially delayed Schedule K-1s.”

The Fund has otherwise revised the disclosure
to