Post Effective Amendment to Registration Statement Form POS EX

As filed with the Securities and Exchange Commission on October 16, 2024

Securities Act File No. 333-239577

Investment Company Act File No. 811-23583

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

		REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 6			☒
		and
		REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 7			☒

PRIMARK MEKETA PRIVATE EQUITY INVESTMENTS FUND

(Exact Name of Registrant as Specified in Charter)

250 Filmore Street, Suite 425,

Denver, Colorado 80206

(Address of Principal Executive Offices)

(212) 802-8500

(Registrant's Telephone Number)

Michael Bell

Primark Advisors LLC

250 Filmore Street, Suite 425,

Denver, Colorado 80206

(Name and Address of Agent for Service)

Copy to:

Gregory C. Davis

Paulita A. Pike

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111-4006

413-315-6300

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan.
☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c), or as follows:
☒	immediately upon filing pursuant to paragraph (b) of Rule 486.
☐	on (date) pursuant to paragraph (b) of Rule 486.
☐	60 days after filing pursuant to paragraph (a) of Rule 486.
☐	on (date) pursuant to paragraph (a) of Rule 486.

If appropriate, check the following box:

☐	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
☒	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-239577.

Check each box that appropriately characterizes the Registrant:

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")).
☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☒	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act").
☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

EXPLANATORY NOTE

This Post-Effective Amendment No. 6 ("PEA No. 6") to the Registration Statement on Form N-2 (File Nos. 333-239577 and 811-23583) of Primark Meketa Private Equity Investments Fund is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of filing an exhibit to the Registration Statement. Accordingly, this PEA No. 6 consists only of a facing page, this explanatory note, Part C of the Registration Statement and Exhibit 2(k)(1) filed pursuant to Item 25 of Form N-2. This PEA No. 6 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this PEA No. 6 shall become effective immediately upon filing with the Securities and Exchange Commission. Parts A and B of the Registration Statement are hereby incorporated by reference.

PART C: OTHER INFORMATION

Item 25.	Financial Statements and Exhibits
(1)	Financial Statements:
	Included in Part A:
	Financial Highlights for the fiscal period ended March 31, 2024.
	Included in Part B:
	Financial statements appearing in the Registrant's Annual Report for the fiscal year ended March 31, 2024 are incorporated into Part B by reference to the Registrant's March 31, 2024 Annual Report (audited).
(2)	Exhibits
(a)	(1) Certificate of Trust of Primark Private Equity Investments Fund (the "Registrant"), dated as of June 15, 2020. (i)
	(2)Amended and Restated Certificate of Trust of the Registrant, dated as of August 20, 2020. (ii)
	(3)Agreement and Declaration of Trust of the Registrant, dated as of June 15, 2020. (i)
	(4)Amended and Restated Agreement and Declaration of Trust of the Registrant, dated as of August 20, 2020. (ii)
(b)	(1) By-Laws of the Registrant. (i)
	(2) Amended and Restated By-Laws of the Registrant. (ii)
(c)	Not applicable.
(d)	(1) See portions of Agreement and Declaration of Trust relating to shareholders' rights.
	(2) See portions of By-laws relating to shareholders' rights.
(e)	Not applicable.
(f)	Not applicable.
(g)	(1) Investment Management Agreement between the Registrant and Primark Advisors LLC (iv)
	(2) Sub-Advisory Agreement between Primark Advisors LLC and Meketa Investment Group, Inc (iv)
(h)	(1)Distribution Agreement between the Registrant and Foreside Financial Services, LLC (the "Distributor") (iv)
	(2)Form of Dealer Agreement between the Registrant and the Distributor. (i)
	(3)Distribution and Service (12b-1) Plan. (ii)
	(4) Multiple Class Plan. (ii)
(i)	Not applicable.
(j)	(1) Form of Custody Agreement between the Registrant and UMB Bank, n.a. (the "Custodian"). (i)
	(2)Form of Rule 17f-5 Delegation Agreement between the Registrant and the Custodian. (i)
(k)	(1) Master Services Agreement between the Registrant and Ultimus Fund Solutions, LLC (the "Administrator"), filed herewith
	(2) Compliance Services Agreement with PINE Advisor Solutions, LLC and the Registrant. (iii)
	(3) Amended and Restated Expense Limitation Agreement. (ii)
	(4) Shareholder Servicing Plan. (ii)
(l)	Opinion and consent of counsel for the Fund. (ii)
(m)	Not applicable.
(n)	Consent of Independent Registered Public Accounting Firm (iv)

(o)	Not applicable.
(p)	Not applicable.
(q)	Not applicable
(r)	(1) Code of Ethics of the Registrant. (i)
	(2)Code of Ethics of Primark. (i)
	(3) Code of Ethics of Meketa Investment Group, Inc. (iii)
(s) (t)	Not applicable Power of Attorney. (i)

Notes

(i)	Filed as an exhibit to the Registrant's Registration Statement on Form N-2, File No. 811-23583 (filed July 30, 2020), and hereby incorporated by reference.
(ii)	Filed as an exhibit to the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 811-23583 (filed August 24, 2020), and hereby incorporated by reference.
(iii)	Filed as an exhibit to the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, File No. 811-23583 (filed July 28, 2022), and hereby incorporated by reference.
(iv)	Filed as an exhibit to the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, File No. 811-23583 (filed July 29, 2024), and hereby incorporated by reference.

Item 26.

Marketing Arrangements

Not applicable.

Item 27.

Other Expenses of Issuance or Distribution

Not applicable.

Item 28.

Persons Controlled by or under Common Control with Registrant

None.

Item 29.

Number of Holders of Securities

Set forth below is the number of record holders as of October 9, 2024 of each class of securities of the Registrant.

Title of Class		Number of Record Holders
Class I Shares			2,440

Item 30.

Indemnification

The Registrant's Amended and Restated Agreement and Declaration of Trust, incorporated herein by reference, contains provisions limiting the liability, and providing for indemnification, of the Trustees, officers, employees and other "Covered Persons" (including their respective heirs, assigns, successors or other legal representatives) to the fullest extent permitted by law, including advancement of payments of all expenses incurred in connection with the preparation and presentation of any defense (subject to repayment obligations in certain circumstances).

The Registrant's Distribution Agreement and Form of Dealer Agreement, each incorporated herein by reference, contains provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.

Further, the Investment Management Agreement with Primark Advisors LLC ("Primark"), incorporated herein by reference, contains provisions limiting the liability, and providing for indemnification, of Primark and its personnel under certain circumstances. In addition, the Sub-Advisory Agreement with Meketa Investment Group, Inc. ("Meketa"), incorporated herein by reference, contains provisions limiting the liability, and providing for indemnification, of Meketa and its personnel under certain circumstances.

The Registrant's Trustees and officers are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their official capacities as such.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 31.

Business and Other Connections of Investment Adviser

Primark is a Delaware limited liability company that offers investment management services. Primark's offices are located at 240 Saint Paul Street, Suite 400, Denver, Colorado 80206.

Meketa is a Massachusetts corporation that offers investment management services. Meketa's offices are located at 80 University Ave, Westwood, Massachusetts 02090.

A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of each of Primark and Meketa who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under "Management of the Fund" and "Board of Trustees and Officers" in the Prospectus and the Statement of Additional Information, respectively.

Item 32.

Location of Accounts and Records

All accounts, books and other documents required by Rule 31(a) under the Investment Company Act of 1940, as amended, are maintained at the offices, as applicable of: (1) Primark, (2) Meketa, (3) the Custodian and (4) the Administrator.

1.

Primark Advisors LLC

250 Filmore Street, Suite 150

Denver, Colorado 80206

2.

Meketa Investment Group, Inc.

80 University Ave

Westwood, Massachusetts 02090

3.

UMB Bank, n.a.

1010 Grand Boulevard

Kansas City, Missouri 64106

4.

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

Item 33.

Management Services

Not applicable.

Item 34.

Undertakings

1. Not applicable.

2. Not applicable.

3. The Registrant undertakes:

a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1) To include any prospectus required by Section 10(a)(3) of the 1933 Act.

(2) To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b. That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

c. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

d. Each prospectus filed pursuant to Rule 424(b) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. That for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the 1933 Act;

(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4. Not applicable.

5. Not applicable.

6. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, its prospectus or Statement of Additional Information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness pursuant to Rule 486(b) and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, and the State of Colorado, on the 16th day of October, 2024.

PRIMARK MEKETA PRIVATE EQUITY INVESTMENTS FUND
By:		/s/ Michael Bell
		Name:		Michael Bell
		Title:		President, Principal Executive
				Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Michael Bell Michael Bell		Trustee, President, Principal Executive Officer		October 16, 2024
/s/ Derek Mullins Derek Mullins		Treasurer, Principal Financial Officer		October 16, 2024
* /s/ Brien Biondi Brien Biondi		Trustee		October 16, 2024
* /s/ Clifford Jack Clifford Jack		Trustee		October 16, 2024
* /s/ Sean Kearns Sean Kearns		Trustee		October 16, 2024

*	Power of Attorney

*By:		/s/ Michael Bell
		Michael Bell Attorney in Fact

INDEX TO EXHIBITS

(2)(k)(1)

Master Services Agreement between the Registrant and Ultimus Fund Solutions, LLC

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