SecProbe.io

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    One
                           Bush Street

                           Suite 1600

                           San Francisco, CA 94104-4446

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415 262 4500 Main

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415 262 4555 Fax

www.dechert.com

Mark
Perlow

mark.perlow@dechert.com

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415 262 4530 Direct

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415 262 4555 Fax

April 25, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management, Disclosure
Review Office

100 F Street, NE

Washington, DC 20549

 Attn: Lisa N. Larkin

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

1933 Act File No. 333-184361

1940 Act File No. 811-22759

Dear Ms. Larkin:

We are writing in response to your comments provided
on April 19, 2022 with respect to Post-Effective Amendment No. 15 (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 “Securities Act”),
and Post-Effective Amendment No. 23 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registration
Statement. The Amendment was filed on March 3, 2022 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.

Prospectus:

 1. Comment: The Fund’s most recent shareholder report indicates that 25% of the Fund’s
assets were not invested in private, operating growth companies (“Portfolio Companies”). Please supplementally explain how
this is consistent with the Fund’s policy to invest at least 80% of its assets in Portfolio Companies.

     April 25, 2022

Page 2

Response:	As
previously discussed in correspondence filed with the Staff on July 6, 2021, the Fund’s investment strategy permits the Fund to
invest its available cash in “high-quality, short-term debt securities, money market instruments and money market funds” for,
among other reasons, “flexibility in . . . identifying and assessing investment opportunities.” The Fund notes that Rule 35d-1
requires a fund to invest, under normal circumstances, at least 80% of its assets in investments suggested by the fund’s name. In
the adopting release for the rule, the SEC explained that the final rule removed a proposed exception from the 80% requirement for “temporary
defensive positions” and added the qualification “under normal circumstances” to give funds greater flexibility to manage
their portfolios. The SEC further explained that the rule permits funds to depart from the 80% requirement in “limited, appropriate
circumstances” such as in situations where a fund experiences “unusually large cash inflows or redemptions.” However,
the SEC reminded registrants that a registered investment company generally must invest proceeds “in order to operate in accordance
with its investment objectives and policies” within six months of receipt, citing to Guide 1 to Form N-2. Therefore, the SEC’s
guidance expressly permits temporary departures from a fund’s 80% policy, provided that the proceeds are invested in accordance
with the 80% policy within six months. The Fund has experienced unusually large cash inflows recently. To the extent that the Fund’s
investment in high-quality, short-term debt securities, money market instruments and money market funds has caused the Fund to depart
from its 80% policy, it has done so while the Investment Adviser has been identifying and assessing investment opportunities and then
working to close and settle the related transactions. These activities have been consistent with the SEC’s guidance permitting temporary
departures for periods of up to six months from the receipt of proceeds.

 2. Comment:
Please address the Staff’s comments concerning the following disclosure in the Prospectus:

The Fund primarily invests in late-stage
operating businesses and generally does not invest in funds of funds or hedge funds. The Fund may also invest in (i) exchange-traded funds
to equitize cash positions so the Fund can remain invested, consistent with its investment objective, while awaiting investment in Portfolio
Companies or in anticipation of quarterly repurchases of Fund Shares, (ii) special purpose vehicles (“SPVs”) and similar investment
structures to obtain exposure to Portfolio Companies, and (iii) venture capital funds and other funds that invest in private companies
and rely on an exclusion from the 1940 Act (“Private Funds”) to gain diversified exposure to Portfolio Companies or to obtain
co-investment opportunities from Private Fund managers, in each case in accordance with policies approved by the Board. Liberty Street
Advisors, Inc.’s (the “Investment Adviser”) primary

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strategy is to invest in Portfolio
Companies and to hold such securities until a liquidity event with respect to such Portfolio Company occurs, such as an initial public
offering or a merger or acquisition transaction. Notwithstanding the foregoing, if the Investment Adviser believes it to be in the best
interest of the Fund, the Fund may: (i) continue to hold securities of a Portfolio Company following a liquidity event until such time
that the Investment Adviser determines to sell the securities or (ii) sell such securities prior to the occurrence of a liquidity event.
The Fund may also acquire shares of growth companies through private investment in public equity (“PIPE”) transactions where
the issuer is a special purpose acquisition company (“SPAC”) and may utilize profit sharing agreements when obtaining equity
securities of Portfolio Companies.

 (a) The disclosure on the second page of the cover states that the Fund “generally does not invest in
funds of funds or hedge funds” and the Prospectus separately indicates that the Fund is permitted to invest in private funds that
rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act.  Consider deleting the disclosure stating that the Fund generally does not invest
in funds of funds or hedge funds to give investors a clearer sense of the Fund’s investment strategy.

Response:
The Fund will revise the disclosure to make the suggested change and will make additional changes intended to further clarify that the
Fund primarily makes direct investments in Portfolio Companies:

The Fund primarily invests in late-stage
operating businesses and does so primarily by directly investing in such Portfolio Companies. Additionally,
in order to increase its access to Portfolio Companies, generally does not invest in funds
of funds or hedge funds. The the Fund may also invest in (i)
exchange-traded funds to equitize cash positions so the Fund can remain invested, consistent with its investment objective, while awaiting
investment in Portfolio Companies or in anticipation of quarterly repurchases of Fund Shares, (ii)
special purpose vehicles (“SPVs”) and similar investment structures to obtain exposure to
Portfolio Companies, and (iii)
venture capital funds and other funds that invest in private companies and rely on an exclusion
exclusions from the 1940 Act under section 3(c)(1) or 3(c)(7)
(“Private Funds”) to gain diversified exposure to Portfolio Companies or to obtain co-investment opportunities from Private
Fund managers, and (iii) private investment in public equity (“PIPE”) transactions where the
issuer is a special purpose acquisition company (“SPAC”), in each case in accordance with policies approved by
the Board. Before uninvested cash is invested in Portfolio Companies or while uninvested cash is maintained
in

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expectation
of quarterly repurchases of Fund Shares, the Fund may also invest this cash in exchange-traded funds that are consistent with the Fund’s
investment objective so that the Fund can maintain investment exposure to the equity of technology-related businesses. Liberty
Street Advisors, Inc.’s (the “Investment Adviser”) primary strategy is to invest in Portfolio Companies and to hold
such securities until a liquidity event with respect to such Portfolio Company occurs, such as an initial public offering or a merger
or acquisition transaction. Notwithstanding the foregoing, if the Investment Adviser believes it to be in the best interest of the Fund,
the Fund may: (i) continue to hold securities of a Portfolio Company following a liquidity event until such time that the Investment
Adviser determines to sell the securities or (ii) sell such securities prior to the occurrence of a liquidity event. The
Fund may also use profit-sharing agreements when obtaining equity securities of Portfolio Companies. The Fund will not invest in funds
that rely on exclusions from the 1940 Act other than the exclusions under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.
The Fund may also acquire shares of growth companies through private investment in public equity (“PIPE”)
transactions where the issuer is a special purpose acquisition company (“SPAC”) and may utilize profit sharing agreements
when obtaining equity securities of Portfolio Companies.

 (b) The Prospectus states that the Fund may “invest in (i) exchange-traded funds to equitize
cash positions so the Fund can remain invested. . .” Please consider revising this sentence so that it is written in plain English.

Response:
The Fund will revise the disclosure to delete the reference to equitizing cash positions. Please see the Fund’s response to comment
2(a).

 (c) The Staff does not believe that the investment categories in the first sentence (funds of funds and hedge
funds) are mutually exclusive from the investment categories indicated in the second sentence.  Please explain supplementally.

Response:
The Fund will remove the reference to funds of funds and hedge funds in the first sentence. Please see the Fund’s response to comment
2(a).

 (d) With respect to prong (iii), the disclosure states that the Fund may invest in venture capital funds and
other funds that invest in private companies and rely on an exclusion from the 1940 Act.  Please clarify whether the Fund is
permitted to invest in pooled investment vehicles that rely on any exceptions from the 1940 Act other than 3(c)(1) or 3(c)(7) (e.g.,
real estate funds).

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	Response:
The Fund will revise the disclosure to state that the Fund will not invest in funds that rely on exclusions from the 1940 Act other than
the exclusions under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. Please see the Fund’s response to comment 2(a).

 (e) With respect to prong (iii), the disclosure indicates that the Fund may invest in co-investment opportunities
from private fund managers.  Please supplementally explain whether these co-investments require exemptive relief and whether the
Fund has adopted corresponding compliance policies and procedures.

Response:
The Fund notes that “co-investment” is a term of art used to refer to opportunities to obtain incremental exposure to portfolio
investments of underlying private funds. The Fund’s co-investments will not be made alongside affiliates in a way that would require
co-investment relief with respect to Section 17(d) and 17d-1 of the 1940 Act.

 (f) With respect to prong (ii), the disclosure states that the Fund invests in SPVs and “similar
investment structures” to obtain exposure to Portfolio Companies. Please consider revising the disclosure to specify the similar
investment structures or delete the reference to similar investment structures.

Response:
The Fund respectfully declines to make any changes in response to this comment to maintain appropriate flexibility in the Fund’s
investment strategies.

 (g) With respect to the second prong (i), the disclosure states that the Fund may “continue to hold
securities of a Portfolio Company following a liquidity event until such time that the Investment Adviser determines to sell the securities.”
Please supplementally explain how this is consistent with the Fund’s 80% policy.

Response:
The Fund notes that the Prospectus discloses that “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.” 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.

     April 25, 2022

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 (h) Please supplementally explain the relevance of SPAC PIPE investments to the Fund’s strategy.

Response:
SPACs frequently issue private investments in the public equity (PIPEs) of the SPAC as a way of raising capital to complete the acquisition
of a target private company. Such PIPE investments represent a way to obtain investment exposure to the target private company that is
comparable to a direct investment in the private company, which is itself generally not issuing equity while a SPAC transaction is pending.

 (i) The disclosure states that the Fund may utilize profit sharing agreements.  Please explain how the
Fund’s use of profit sharing agreements is consistent with Section 17 of the 1940 Act.  Please also explain how the agreements
facilitate buying Portfolio Companies.

Response:
A profit sharing agreement is an arrangement whereby the Fund grants a right to the seller of Portfolio Company shares to a certain share
of the future returns of the shares sold above a set threshold price or amount in addition to the Fund’s payment to purchase the
shares. Such arrangements create an additional incentive for a seller to sell Portfolio Company shares by providing them with a share
of the upside potential. The Fund has found that this incentive has helped it to obtain Portfolio Company shares in a very competitive
market, and thus they provide useful flexibility to the Fund to obtain exposure to Portfolio Companies. Subject to and in accordance with
the Fund’s policies and procedures, the sellers with whom the Fund enters into profit-sharing agreements are unaffiliated with the
Fund. Accordingly, we do not believe the Fund’s use of profit-sharing agreements is inconsistent with Section 17 of the 1940 Act.

 (j) Are SPAC PIPEs the only types of SPVs that the Fund will invest in? If not, please revise the disclosure
for clarification.

Response:
As disclosed in the prospectus, the Fund is permitted to invest in SPVs and similar investment structures to obtain exposure to private,
operating growth companies. The Prospectus further describes the characteristics of the SPVs in which the Fund expects to invest as follows:

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. The Fund

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will invest in Private Funds
and 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.

Investments in SPAC PIPEs are not investments
in SPVs and are unrelated to the SPVs in which the Fund is permitted to invest. The Fund believes that the current disclosure accurately
describes the characteristics of the SPVs in whic