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CORRESP
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CORRESP

601 Lexington Avenue

New York, NY 10022

Brad A. Green, P.C.

United States

To Call Writer Directly:

Facsimile:

+1 212 446 4839

+1 212 446 4800

+1 212 446 4900

brad.green@kirkland.com

www.kirkland.com

 October 14, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Eric Envall

Tonya Aldave

Re:
 Warburg Pincus Access Fund, L.P.

Registration Statement on Form 10-12G

Filed August 29, 2025

File No. 000-56778

Dear Ladies and Gentlemen:

On behalf of Warburg Pincus Access Fund, L.P., a Delaware limited partnership (the “Fund”), transmitted for
filing with the U.S. Securities and Exchange Commission (the “Commission”) as EDGAR correspondence are the Fund’s responses to the comments of the staff of the Commission (the “Staff”) provided to the
undersigned by the Staff by letter dated September 23, 2025. The Staff’s comments related to the Fund’s Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, filed on August 29,
2025 (File No. 000-56778) (the “Registration Statement”). For your convenience, set forth below are the Staff’s comments and the Fund’s responses thereto. Please note
that we have not independently verified information provided by the Fund and that statements about the Fund or otherwise regarding actions or acknowledgments of the Fund are based on representations from the Fund. Page references correspond to the
pages of the Registration Statement. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement.

Business, page 6

1.
 Staff comment: We note your disclosures that you have not yet commenced investment operations
and activities and you intend to commence the private offering and begin investment operations over the next 12 months. Please expand your business section to include a plan of operations for the next twelve months. In the discussion of your planned
activities, include specific information regarding material events or steps required to pursue your planned activities, including any contingencies such as raising funds.

Response: The Fund will revise the disclosure as requested.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong
Kong Houston London Los Angeles Miami Munich Paris Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C.

 Warburg Pincus Access Fund, L.P.

October 14, 2025

  Page
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 Compensation of the Manager and General Partner, page 13

2.
 Staff comment: We note that the manager and general partner will be entitled to receive
various types of fees. Please revise this section to include a table summarizing all compensation payable to the manager and general partner. To the extent management fees or performance allocation features include
non-industry terms, please revise to clarify.

Response: The Fund will revise the disclosure as requested, and will add cross references to the requested table
where appropriate.

 Investment Process

 Sourcing,
page 17

3.
 Staff comment: We note your disclosure referring to Warburg Pincus’s “almost 60-year history, combined with deep experience in key industry sectors and global markets.” Please provide more detailed information regarding the manager’s background, including its key personnel,
previous roles in managing funds, performance history and any sector specific expertise.

Response: The Fund will revise the disclosure to provide more detailed information regarding the Manager’s
background and prior history. The Fund respectfully notes that information regarding the key personnel of Warburg Pincus who will provide services to the Fund, including the Fund’s Investment Committee, is included in “Item
5—Directors and Executive Officers.”

 Managing Exits, page 18

4.
 Staff comment: Please revise this section to provide more details regarding the factors that
you will consider when evaluating liquidity and exit opportunities. For illustrative purposes only, discuss any quantitative factors or benchmarks that you may utilize when determining that it may be prudent to take action.

Response: The Fund will revise the disclosure as requested.

Repurchase Program, page 24

5.
 Staff comment: Please provide us with your analysis as to the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your repurchase program.

Response: The Fund acknowledges that it is responsible for analyzing the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E under the Exchange Act, to its Repurchase Program.

The Fund believes that its Repurchase Program is not an “issuer tender offer” subject to the tender offer rules,
including Rule 13e-4 and Regulation 14E, under the Exchange Act. This conclusion is based on an analysis of the factors identified in Wellman v.
Dickinson,1 and applied in subsequent cases by the SEC and the Staff in determining what constitutes an “issuer tender offer” for purposes of the tender offer rules under the
Exchange Act.

1
 Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979).

 Warburg Pincus Access Fund, L.P.

October 14, 2025

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 As discussed in more detail below, the Fund believes that repurchases of
Units pursuant to its Repurchase Program do not implicate the concerns that the tender offer rules are intended to address. The purpose of the Fund’s Repurchase Program is to provide Unitholders with ongoing liquidity. The terms of the
Repurchase Program will be fully disclosed to potential investors prior to their purchase of the Fund’s Units. Throughout the quarterly Unit repurchase window, Unitholders will be notified of the most recent quarterly repurchase price and most
recently published NAVs per Unit for each Class of Units through the Fund’s website and/or through current or periodic reports filed by the Fund, and will have ample time to submit their repurchase request or, if they had previously
submitted their repurchase request, to withdraw such request if desired. The quarterly Unit repurchase window is expected to commence on the first business day of the first month of each calendar quarter, and Units will be repurchased at a price
equal to the NAV of the applicable Class as of the last calendar day of the calendar quarter in which such repurchase window opening date occurs. Unitholders will have until the repurchase cutoff time, which will be 5 p.m. Eastern Time at least
10 business days prior to the relevant quarter-end, to submit or withdraw any repurchase requests and, consequently, the repurchase window will remain open nearly the entire quarter.

These terms of the Fund’s Repurchase Program, including full disclosure of the time in which to make decisions,
withdrawal rights and proration in the event a repurchase offer is oversubscribed, collectively reduce pressure on Unitholders and mitigate the concerns that the tender offer rules were intended to address. Because the Repurchase Program is not an
“issuer tender offer” based on an analysis of the Wellman factors, the structural protections generally afforded to Unitholders under the tender offer rules are unnecessary for the protection of the Unitholders.

Analysis of the Wellman Factors

An analysis of the Wellman factors demonstrates that the Fund’s Repurchase Program should not be viewed as an
“issuer tender offer” subject to the tender offer rules under the Exchange Act. Set forth below is an application of these factors to the Repurchase Program.

(i) Active and widespread solicitation of public stockholders for the shares of an issuer. The Fund will not engage in
an active and widespread solicitation for the repurchase of its Units. The Repurchase Program will be described in the Fund’s private placement memorandum (“PPM”), and any communications to Unitholders identifying changes to
such Repurchase Program will be communicated through supplements to the PPM, current or periodic reports filed by the Fund with the SEC and/or via the Fund’s website. The Fund respectfully submits that this disclosure is required by the
Exchange Act and is provided to make Unitholders aware of the existence of the Repurchase Plan, rather than to solicit the repurchase of Units. The Fund will not make any other significant

 Warburg Pincus Access Fund, L.P.

October 14, 2025

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public communications about the Repurchase Program except as contained in or related to the PPM and its supplements, offering materials used in connection with the private placement of the
Fund’s Units, required communications in periodic and current reports filed under the Exchange Act, the dissemination of the quarterly repurchase price and publication of the NAVs per Unit of each Class of Units on the Fund’s
website and in periodic and current reports filed under the Exchange Act, and communications required by the Repurchase Program itself. Unitholders who desire to have all or a portion of their Units repurchased by the Fund will do so of their own
volition and not at the behest, invitation or encouragement of the Fund. The Fund will not solicit or encourage Unitholders to request repurchase of their Units. The role of the Fund in effectuating repurchases under the Repurchase Program will be
ministerial and will merely facilitate the full or partial exit by unitholders from their investment in the Fund.

 (ii)
The offer to purchase is made at a premium over the prevailing market price. No premium will be paid over the prevailing market price by the Fund for any Units repurchased. The repurchase price will be the
quarter-end NAV for the Class of Units being repurchased, and the offering price for the purchase of such Classes of Units as of the next Subscription Date (i.e., the first day of the following month)
will be the same quarter-end NAV for such Class of Units, plus applicable selling commissions. Further, there will be no established regular trading market for the Fund’s Units. The unit repurchase
program will be terminated in the event the Fund’s Units are listed on a national securities exchange or included for quotation in a national securities market. Because there is no established trading market and the offering price and
repurchase price each quarter are equal (except that selling commissions are not included in the calculation of the repurchase price), this factor does not apply.

(iii) The solicitation is made for a substantial percentage of the issuer’s stock. As noted above, the Fund will
not actively solicit repurchases under the Repurchase Program. The Repurchase Program limits repurchases in any calendar quarter to 5% of the Fund’s aggregate NAV attributable to the Units as of the close of the previous calendar quarter. The
Fund respectfully submits that the presence of such limitations means there is no reasonable likelihood that the Repurchase Program will have the effect of the Fund repurchasing a “substantial percentage” of its Units in any quarter.
Under the Repurchase Program, the maximum number of Units that may be repurchased over any 12-month period will represent approximately 20% of the Fund’s aggregate NAV.

As noted above, the Fund’s Repurchase Program provides Unitholders with a means of liquidity in respect of their
investment in the Fund. Accordingly, the Fund respectfully submits that its Repurchase Program does not exist for the same reasons that issuers typically conduct tender offers. The Fund intends to continuously raise capital through a continuous
private offering and use the net proceeds to achieve its investment objectives. Repurchasing units decreases funds available for such investment objectives and reduces the Fund’s aggregate NAV, which creates a disincentive for the Fund to
repurchase Units.

 Warburg Pincus Access Fund, L.P.

October 14, 2025

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 (iv) The terms of the offer are firm, rather than negotiable. The
terms of the Fund’s Repurchase Program are firm with respect to the process by which Unitholders may request repurchases. While the repurchase price is not negotiable, it is not fixed at a specified amount for the duration of the Repurchase
Program, in perpetuity (e.g., $20 per Unit), but rather it is determined as of the end of the quarter in which the repurchase window opening date occurs, under normal circumstances based on the quarter-end NAV
per Unit determined using an established methodology. The Fund believes that this feature is not indicative of a tender offer because the firmness of the terms of the Repurchase Program will not increase pressure on Unitholders to request repurchase
of their Units, as repurchases will be made at the applicable NAV per Unit. The pressure on investors that Rule 13e-4 is designed to reduce is that which is caused by “a high premium with a threat that
the offer will disappear within a certain time.”2 Where these factors exist, firmness of the terms of the offer may have the effect of exacerbating the coercive pressure on investors.
However, as previously discussed, the Fund’s Repurchase Program will not offer Unitholders a premium for their Units and the Fund intends that the Repurchase Program will exist indefinitely (subject to the authority of the Fund’s General
Partner in its reasonable discretion to suspend the Repurchase Program under specified circumstances (including the approval of the Independent Directors) or to make modifications to promote its proper and fair operation).

Additionally, the Fund believes that NAV-based pricing for its Repurchase Program
should have the effect of mitigating pressure because Unitholders will know that they can request to have their Units repurchased by the Fund as of the end of any quarter, under normal circumstances, at the NAV per Unit as of such quarter-end. In a typical tender offer, the issuer conceivably has both an incentive and the ability to set the offer price at a level that will maximize the chances of obtaining the desired volume of repurchased
Units, while minimizing the overall premium paid. Conversely, the Fund, absent extenuating circumstances, will apply, each quarter, the same comprehensive set of valuation policies and procedures to determine the applicable NAV per Unit. While NAV
per Unit could change materially quarter-to-quarter, the Fund will not have any discretion in the determination of the Unit repurchase prices given the quarter-end NAV will be used as the repurchase price at the end of each quarter. The quarter-end NAV will permit the Fund to set a repurchase price that reflects current NAV
more accurately than a repurchase price that is based on a prior month’s NAV that would require the Fund to estimate the effects of material changes when setting a repurchase price. A quarter-end
repurchase price also will prevent arbitrage opportunities among Unitholders incentivized to exit, or new or existing Unitholders to enter or increase, respectively, their holdings in the Fund, at a stale NAV based on knowledge of events that have
taken place since such previous month and which may cause NAV to differ materially from the previous month’s NAV. As noted above, the Fund does not have an incentive to maximize repurchases of Units or the ability to set the repurchase price
at a level that will maximize the chances of obtaining a desired volume of repurchased Units. The quarterly repurchase price under the Repurchase Program will be based upon factors that are beyond the control of the Fund.

(v) The offer is contingent on the tender of a fixed number of shares. The Fund’s Repurchase Program is not
contingent on a fixed number of Units being repurchased. Unitholders may choose to request the Fund to repurchase none, all or a portion of their Units on a quarterly basis.

2
 See Brascan Ltd. v. Edper Equities, 477 F. Supp. 773, 792 (S.D.N.Y. 1979).

 Warburg Pincus Access Fund, L.P.

October 14, 2025

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 (vi) The offer is open only for a limited period of time. As de