SecProbe.io

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    One Bush Street

    Suite 1600

    San Francisco, CA 94104-4446

    +1 415 262 4500 Main

    +1 415 262 4555 Fax

    www.dechert.com

    July 6, 2021

    Mark Perlow

    mark.perlow@dechert.com

    +1 415 262 4530 Direct

    +1 415 262 4555 Fax

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

100 F Street, NE

Washington, DC 20549

Attn: Ryan Sutcliffe

  Re:
  The Private Shares Fund (the “Fund”)

  1933 Act File No. 333-184361

  1940 Act File No. 811-22759

Dear Mr. Sutcliffe:

We are writing in response to your comments provided
on June 14, 2021 with respect to Post-Effective Amendment No. 12 (the “Amendment”) to the Fund’s registration statement
(the “Registration Statement”) filed on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”),
and Post-Effective Amendment No. 20 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registration
Statement. The Amendment was filed on April 27, 2021 pursuant to Rule 486(a) under the 1933 Act on behalf of the Fund, a non-diversified,
closed-end management investment company. The Fund has considered your comments and has authorized us, on its behalf, to make the responses
and changes discussed below.

On behalf of the Fund, set forth below are the
Securities and Exchange Commission staff’s (the “Staff”) comments along with our responses to such comments, as requested.
All capitalized terms not defined herein shall have the meaning as set forth in the Registration Statement.

General:

 1. Comment: Please confirm that all brackets will be removed and placeholders for information
will be updated prior to the effective date of the Amendment.

  Response: The Fund confirms that all brackets
  will be removed and placeholders for information will be updated prior to the effective date of the Amendment.

  July 6, 2021

Page 2

 2. Comment: The Staff notes that the Fund filed a 424B3 filing on March 1, 2021 (the “Supplement”)
to change the name of the Fund and make certain other changes to the Registration Statement. Please summarize the changes made by the
Supplement to the Registration Statement, other than the name change, so that the Staff can gain clarity as to the nature of the changes.
Please further confirm supplementally that no material changes were made to the Registration Statement by this filing.

  Response: The Fund confirms that no material changes were made to the Registration Statement by the Supplement. As
background, the Fund transitioned to a new investment adviser on December 9, 2020 following shareholder approval of a new advisory agreement
for the Fund in late 2020. All of the Fund’s portfolio managers and many other key personnel transitioned to the new investment
adviser and continue to work in the same capacity for the Fund. Accordingly, although there were a number of minor modifications discussed
below to the Fund’s disclosure, the Fund’s overall investment strategy will remain materially the same.

The Supplement made
changes to the Registration Statement that were intended to reflect this transition, including (i) a change in the Fund’s name,
(ii) removal of references to the SharesPost 100 list (a list of late-stage growth companies maintained by the former adviser) and (iii)
corresponding changes to the Fund’s 80% policy, which previously reflected the SharesPost 100 list. The Fund believes that the changes
were not material in light of the fact that the Fund continues to primarily invest in equity securities of private operating growth companies
(“Portfolio Companies”) and the changes did not, and are not expected to, result in material changes to the Fund’s portfolio
holdings.

In addition, the Supplement made certain
other nonmaterial changes or clarifications to the Registration Statement, which were approved by the Board of Trustees of the Fund (the
 “Board”) and which the portfolio managers believe are not material changes to the Fund’s investment strategy or portfolio
management, including:

 · Changes to the Fund’s investment strategy to permit the Fund to invest in:

 o exchange-traded funds to equitize cash while awaiting investment in Portfolio Companies or in anticipation
of quarterly repurchases of Fund shares;

 o special purposes vehicles (“SPVs”) or similar investment structures that provide access to
the securities of a single issuer, to enhance the Fund’s ability to obtain exposure to Portfolio Companies; and

 o simple agreements for future equity (“SAFEs”).

  July 6, 2021

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 · Changes to the Fund’s investment strategy to permit the Fund to engage in a covered call strategy.
As discussed below, the Fund has removed this disclosure from the Registration Statement.

 · Clarification regarding the Fund’s ability to invest in cash and cash equivalents for temporary
defensive purposes.

 · Clarification that the Fund may maintain a more liquid position while seeking appropriate investment opportunities.

 · Clarification that the 80% policy applies to net assets plus borrowings, if any, for investment purposes. The Fund notes, however,
that it does not currently use or intend to use leverage for investment purposes, as discussed below in response to Comment 3.

 · Clarification that the Investment Adviser may sell the Fund’s Portfolio Company holdings, irrespective
of whether a liquidity event has occurred with respect to such Portfolio Company holdings, when the Investment Adviser determines it is
in the best interest of the Fund to sell.

 · Clarification as to what the Fund considers to be a U.S. domestic company rather than a foreign company.

 · Clarification that investors can purchase Fund shares by exchanging securities of current or potential
Portfolio Companies on any day that the Fund is open for business, and removal of the requirement that each such contributions be approved
by the Board.

 · Changes to reflect the new expense limitation agreement with the Investment Adviser.

Cover Page:

 3. Comment: If the Fund uses or intends to utilize leverage for investment purposes, please
add a cross reference to prospectus discussion regarding the risks associated with a leveraged capital structure. See Item 1.1.j
of Form N-2 and Guide 6 to Form N-2.

Response: The Fund does
not currently use or expect to use leverage for investment purposes at this time. The Fund therefore respectfully declines to add a cross
reference to prospectus discussion regarding the risks associated with a leveraged capital structure.

  July 6, 2021

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 4. Comment: The Staff notes that the cover page discloses that the Fund will invest 80% of
its net assets in the equity securities of Portfolio Companies and further discloses that the Fund may continue to hold such securities
post-initial public offering (“IPO”) for any reason. The Staff believes that this disclosure may be inconsistent with the
Fund’s obligations under Rule 35d-1 and misleading to investors. Please consider revising this disclosure or please explain why
the Fund holding securities post-IPO for any reason is consistent with Rule 35d-1.

Response: It is the Fund’s
intention that only securities of private Portfolio Companies and post-IPO securities that are subject to a lockup be counted for purposes
of determining compliance with the Fund’s 80% policy. For the avoidance of doubt, post-IPO securities that are not subject to a
lockup will not be counted for purposes of determining compliance with the Fund’s 80% policy. Given these facts, the Fund does not
believe that its disclosed ability to continue holding securities of Portfolio Companies post-IPO is inconsistent with Rule 35d-1. We
have enhanced the prospectus disclosure as follows to clarify how the Fund counts assets for purposes of determining compliance with Rule
35d-1:

Securities purchased at the time an
issuer was a private company shall continue to be counted towards the 80% Policy only during the term of any post-IPO or other
comparable lockup if such issuer ceases to be a private company

 5. Comment: The cover page discloses that the Fund is an interval fund and provides certain
details about the Fund’s interval fund structure. Please add to the cover page disclosure specifying the intervals between deadlines
for repurchase requests, pricing and repayment. Please also add a cross-reference to disclosure in the prospectus discussing the Fund’s
repurchase policies and attendant risks.

Response: The Fund has
added the following disclosure to the cover page:

Shareholders will be notified in
writing about each quarterly repurchase offer, how they may request that the Fund repurchase their Shares and the date the repurchase
offer ends (the “Repurchase Request Deadline”). The Repurchase Request Deadline will be determined by the Fund’s Board
of Trustees and will be based on factors such as market conditions, liquidity of the Fund’s assets and Shareholder servicing conditions.
The time between the notification to Shareholders and the Repurchase Request Deadline may vary from no less than 21 days and no more
than 42 days, and is expected to be approximately 30 days. The repurchase price of the Shares will be the net asset value as of the close
of regular trading on the NASDAQ on the Repurchase Pricing Date. Payment pursuant to the repurchase will be made by checks to the Shareholder’s
address of record, or credited directly to a predetermined bank account within seven days of the Repurchase Pricing Date. See “Quarterly
Repurchase of Shares.”

  July 6, 2021

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 6. Comment: Please add the following disclosure to the cover page of the prospectus and update
the bracketed information to reflect the percentages applicable to an investment in each applicable class of the Fund:

An investor will pay a sales load
of up to [ ]%. If you pay the maximum aggregate percent for the sales load you must experience a total return on your net investment of
[ ]% in order to recover these expenses.

Response: The Fund has
added the following disclosure to the cover page:

An investor will pay a sales load
of up to 5.75% on Class A Shares. If you pay the maximum aggregate percent for the sales load you must experience a total return on your
net investment of approximately 6.1% in order to recover these expenses.

An investor will pay a sales load
of up to 4.25% on Class L Shares. If you pay the maximum aggregate percent for the sales load you must experience a total return on your
net investment of approximately 4.44% in order to recover these expenses.

Class I Shares are not subject to
a sales load.

Prospectus:

 7. Comment: On page 3 of the prospectus, the Fund discloses that it invests in special purpose
investment vehicles (“SPV”). Please explain what an SPV is and how and why the Fund might invest in an SPV.

Response:
The Fund has added the following disclosure to the prospectus:

The SPVs in which the Fund expects to invest are vehicles that provide access to equity securities issued by a single Portfolio Company.
SPVs are typically organized by the sellers of such securities and often charge a performance fee and administrative and other management
fees.

  July 6, 2021

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 8. Comment: In addition to the above, please describe the structure of the SPVs in which the
Fund expects to invest, whether the SPVs are pooled investment vehicles relying on the exclusion from the definition of an investment
company under Sections 3(c)(1) or 3(c)(7) of the 1940 Act and whether such SPVs are limited to sophisticated investors (i.e., accredited
investors or other qualifications). If the SPVs are pooled investment vehicles relying on the exclusion from the definition of an investment company under Sections 3(c)(1) or 3(c)(7) of the 1940 Act, please add disclosure that the Fund will not invest more than 15% of its total assets in SPVs.

Response: The Fund has
added the following disclosure to the prospectus:

The Fund will invest in SPVs that
it expects will generally be organized as limited liability companies or limited partnerships, will rely on the exclusions from the definition
of an investment company under Section 3(c)(1) or 3(c)(7) of the 1940 Act, and will limit investment to, at a minimum, accredited investors. The Fund shall not invest more than 15% of its total assets in SPVs that rely on the exclusion from the definition of an investment company under Sections 3(c)(1) or 3(c)(7) of the 1940 Act.

 9. Comment: The Staff notes that there is discussion about investing in special purpose acquisition
companies (“SPACs”) on page 3 of the prospectus. Please briefly explain what a SPAC is and how they function.

Response: The Fund has
added the following disclosure to the prospectus:

A SPAC is a publicly traded company
with no commercial operations that raises investment capital via an IPO for the purpose of identifying and acquiring one or more operating
businesses or assets.

 10. Comment: The Staff notes that there is discussion of investing in emerging market countries
on page 3 of the prospectus. Please provide the Fund’s definition of “emerging market countries,” either directly or
through a cross-reference to a definition included elsewhere in the Registration Statement.

Response: The Fund notes
that it does not expect to invest materially in emerging market countries. The Fund has added the following disclosure to the first paragraph
on page 23 of the prospectus:

The Fund expects that most of its
investments will be made in U.S. domestic Portfolio Companies (i.e., companies organized in the United States), but it is not prohibited
from investing in Portfolio Companies organized in foreign jurisdictions, including those organized in emerging market countries. The
Fund defines emerging market countries to mean countries included in the MSCI Emerging Markets Index, which currently includes: Argentina,
Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Pakistan, Peru, the
Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates.
The Fund makes investments in the securities of Portfolio Companies the Fund reasonably believes it can readily fair value.

  July 6, 2021

Page 7

 11. Comment: The Fund includes disclosure about the use of simple agreements for future equity
(“SAFEs”) and a covered call strategy on page 4 of the prospectus. Please provide brief explanations about SAFEs and call
options.

Response: In response
to Staff’s comment, the Fund has removed all references to call options and the covered call strategy. Regarding the Staff’s
comment about SAFEs, the Fund has added the following disclosure to the prospectus:

SAFEs represent a contractual right
to future equity of a company, in exchange for which the holder of the SAFE contributes capital to the company. SAFEs enable investors
to convert their investment to equity upon the occurrence of triggering events set forth in the applicable SAFE.

 12. Comment: The Staff notes that the Fund discloses that proceeds will be invested “as
soon as practicable” is inconsistent with the requirements of Item 7.2 of Form N-2 and related Staff guidance. Please update this
disclosure to be more specific, consistent with the Staff’s guidance provided in Guide 1 to Form N-2, by providing a timeline and
an explanation.

Response: The Fund has
revised the relevant language in the prospectus as follows:

The Fund expects that the net proceeds
of the continuous offering, after payment of any sales loads, will be invested in accordance with its investment objective and principal
strategies within three months as soon as practicable after receipt thereof; however, the Fund may be delayed
up to an additional three months depending on the subject to the Investment Adviser’s ability to identify and
acquire the securities of Portfolio Companies.

 July 6, 2021

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