SecProbe.io

CORRESP
1
filename1.htm

  ROPES & GRAY LLP

                                                                                191 NORTH WACKER DRIVE

                                                                                32nd FLOOR

                                                                                CHICAGO, ILLINOIS 60606-4302

                                                                                WWW.ROPESGRAY.COM

  October 11, 2024
  Paulita A. Pike

  T +1 312 845 1212

  paulita.pike@ropesgray.com

VIA EDGAR

Mr. Aaron Brodsky

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20002

Re: The Pop Venture Fund (File Nos. 811-23950 and 333-278367)

Dear Mr. Brodsky:

On behalf of The Pop Venture
Fund (the “Fund”) set forth below are the Fund’s responses to the comments provided by the staff (the “Staff”)
of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “SEC”) telephonically on August
30, 2024 relating to the Fund’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 811-23950 and
333-278367) (the “Registration Statement”) filed on August 7, 2024. The Staff’s comments are set forth below and are
followed by the Fund’s responses. Capitalized terms used but not defined herein have the same meaning as set forth in the Registration
Statement.

 1. Comment: Is ALPS Distributors, Inc. registered with the SEC in any capacity? What services are
they providing, and how are they being compensated? Please provide a detailed analysis of why ALPS is not required to be registered as
a broker dealer.

Response: ALPS Distributors,
Inc. (“ALPS”) is registered as a broker-dealer with both the SEC and FINRA and, according to BrokerCheck, has been so registered
since 1985.

ALPS will provide review of Fund-related
advertising and sales literature pieces (“marketing materials”) and will provide related consulting services. ALPS will also
make all required FINRA filings of marketing materials with respect to the Fund. For such services, the Fund’s investment adviser
will pay ALPS an annual flat base service fee and an asset based fee.

ALPS will also act as underwriter and
distributor to the Fund, pursuant to a distribution agreement between ALPS and the Fund (the “Distribution Agreement”). Pursuant
to the Distribution Agreement, ALPS shall have the exclusive right to sell, as agent on behalf of the Fund, the shares covered by the
registration statement, prospectus and statement of additional

  - 2 - October 11, 2024

information for the Fund then in effect
under the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended, except that the Fund intends to sell
shares directly to investors pursuant to the safe harbor provided in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Distribution Agreement will be filed with Part C in a future amendment to the Fund’s Registration
Statement on Form N-2.

 2. Comment: Please provide a detailed analysis of the activities that the website and the Locker are
engaged in. Given that the website allows investors to directly purchase and resell shares, and that the Locker provides a venture-capital
like strategy to invest in early-stage companies available to all investors, why is Pop Venture Inc. not required to register as a broker
dealer?

Response: The Website.
As the Staff notes, the Fund will offer its shares via a website. The website’s URL is owned by Pop Venture Enterprises, Inc., the
parent company of the Fund’s investment adviser, Pop Venture Advisers LLC (the “Adviser”), and is operated by employees
of the Adviser. Pop Venture, Inc. does not own or operate the website, nor is it involved in the offering or sale of securities of the
Fund.

Rule 3a4-1 under the Exchange Act provides
a safe harbor for associated persons of an issuer to not be deemed brokers required to register. In accordance with the standards set
forth in Rule 3a4-1, any employee of the Adviser participating in the sale of shares of the Fund via the website, (1) will not be subject
to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of their participation;
(2) will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities; and (3) will not be an associated person of a broker or dealer. Further, the employee will
limit their activities to those permitted in Rule 3a4-1(4)(ii)(A)-(C) or (iii)(A)-(C).

Shares of the Fund may also be sold
by ALPS, and ALPS is registered as a broker-dealer, as noted above.

The Locker. The Locker
is a tradename representing a diligence software tool owned by CrowdCheck, Inc. (“CrowdCheck”). The Locker and CrowdCheck
are currently owned by Pop Venture Inc.

The service provided by CrowdCheck and
the Locker is limited to the creation of diligence reports regarding issuers. When the Adviser is considering an issuer for investment
by the Fund, or when a business owner would like to provide the Adviser with information about their company so that the Adviser might
consider the company for investment by the Fund, CrowdCheck is engaged in its capacity as a diligence service provider to prepare a diligence
report on the company.

  - 3 - October 11, 2024

There is currently a fee charged by
CrowdCheck for a diligence report to be prepared in Locker. The fee is for preparation and maintenance of a diligence report and is not
tied to (1) the findings included in the report or (2) whether or not the Fund (or any other investor) ultimately invests in the company
that is the subject of the report. The fee is paid by the subject company and the report that is created may then be used by the subject
company in its discretion for so long as it contracts with CrowdCheck to maintain the report. The fee to access and maintain the diligence
questionnaire will be waived for issuers seeking an investment from Pop Venture Fund; the Adviser will cover the expense of a diligence
report to be prepared in Locker for these issuers.

The preparation of the diligence report
is data driven, and CrowdCheck does not make any recommendations with respect to the investability or suitability of an issuer. Neither
CrowdCheck nor Pop Venture Inc. is involved in the structuring, negotiation or execution of any transaction with respect to any subject
company for which a Locker has been created.

The diligence report provided by CrowdCheck/Locker
will be only one of multiple factors considered by the Adviser in determining whether to invest in a particular issuer.

3. Comment:
We understand that shares will be available directly from the transfer agent. Please provide a detailed analysis of why the transfer agent
is not required to register as a broker dealer.

Response: The Registrant will
revise the disclosure included in the Registration Statement to clarify that shares will not be available directly from the transfer agent.
Rather, shares of the Fund will be available for sale directly from the Fund via its website or through ALPS, as principal underwriter
and distributor to the Fund. The transfer agent will be limited to performing traditional transfer agent duties not subject to broker-dealer
registration.

 4. Comment: Please provide copies of past or current marketing for the Fund shares through social
media posts or other electronic means aside from PopVenture.com.

Response: Aside from the website,
which was briefly publicly available and about which the Registrant has previously corresponded with the Staff, no marketing materials
have been provided to investors regarding the Fund. The Adviser prepared materials solely for use in describing the platform and mission
to potential service providers, potential employees of the Adviser and potential investors in Pop Venture, Inc. but these have not been
shared with potential investors in the Fund or otherwise made publicly available.

 5. Comment: Please supplementally explain what steps the Fund took to ascertain the number of views
of the webpage and any information about the number of unique views.

Response: The Adviser’s
website was publicly available with information regarding the Fund for 26 days. The Adviser has outsourced website design and maintenance
to a firm called

  - 4 - October 11, 2024

Influx Marketing (“Influx”).
According to Influx, when the website was taken down, it was not yet “Google Indexed” and therefore there is no definitive
record of the number of unique views.

 6. Comment: The Staff is concerned about the Fund’s compliance program under Rule 38a-1 and
specifically the controls relating to communications with the public and compliance with the Fund advertising rules. Please explain how
public availability of the Fund’s website occurred and describe the control policies, procedures or otherwise that the Fund and
the Adviser will implement to ensure that similar advertisements are appropriately vetted prior to publication. Has the Fund taken any
actions beyond those described in the August 7th letter to mitigate what appears to be a violation of Section 5(b)?

Response: The Adviser included
information regarding the Fund on the Adviser’s website from June 12, 2024-July 8, 2024 and intended such information to comply
with the requirements of Rule 134 under the Securities Act. During this time, the website contained no mechanism for selling shares. At
that time, the Fund was in the process of hiring a Chief Compliance Officer to oversee the Fund’s compliance program under Rule
38a-1. As of the date of this letter, Susan DuMont has been named the Chief Compliance Officer of the Adviser and it is anticipated that
a Chief Compliance Officer of the Fund will be appointed soon. Ms. DuMont and the Chief Compliance Officer of the Fund, once appointed,
will engage with service providers as needed to supplement the Fund’s needs with regards to compliance. Ms. DuMont has 30 years
of experience working in various areas of financial operations, compliance back-office operations and human resources.

Additionally, since the August 9th
letter, Ropes & Gray LLP has been engaged as counsel to the Fund and Adviser. Ropes & Gray has extensive knowledge of the registered
funds landscape and expertise advising on all aspects of governance, regulatory risks, and compliance matters.

The Pop Venture website will remain
inaccessible to the public until the Adviser is confident that any additional controls necessary are in place.

 7. Comment: Please supplementally explain how the process of transacting for shares entirely online
will function with involvement of third parties including contractual terms and arrangements. Please file any material contracts as applicable.
In your response, please discuss the technological needs and the Fund’s capabilities to effectuate share transactions, including
wire transfers, recordation, clearance and settlement and identity verification of prospective investors.

Response: With regard to opening
an account, as described in the Registration Statement, a new investor will open an account with the Fund through the Pop Venture Website.
Only once an account has been verified and activated, may the investor purchase Shares. To open a new

  - 5 - October 11, 2024

account, an investor will first need
to visit PopVenture.com on their computer or mobile device.

The Website will provide step-by-step
instructions to open and fund a new account, and this application process is completed entirely through the PopVenture.com Website. As
part of this process, and prior to opening an account, the Fund will collect certain information from each Investor in accordance with
its anti-money laundering (AML) and know-your-customer (KYC) policies and procedures. The AML and KYC screening of each Investor will
be conducted by Clear.1

When registering to open an account
through the Website, investors will be asked to accept the terms of an online agreement(s), create a user profile and establish a password
for online services. Investors will be automatically enrolled for electronic delivery of Fund shareholder documents. This will allow each
investor to receive electronic delivery (through the Website and via email) of the Fund’s prospectus, annual/semiannual reports
to shareholders, and proxy statements, as well as their account(s) statements and trade confirmations, and certain other Fund notices
and information. Paper copies of shareholder documents may be requested by shareholders by calling Pop Venture toll-free at 833-PopVenture
or by emailing Hi@PopVenture.

Each investor will link their bank account
to their Pop Venture account to complete the account set-up and purchase Shares. Share purchases will be funded through electronic funds
transfer from the linked bank account. The service provider Pop Venture has retained to process electronic transfers from each bank account
may charge investors a fee for these transfers. The Fund, through PopVenture.com, will not accept cash, credit card, convenience checks,
prepaid debit cards, non-bank money orders, travelers checks or checks drawn on foreign banks as forms of payment to purchase Shares.

The Fund will also use electronic funds
transfer to transfer any redemption proceeds. The Fund will transfer Fund dividends through electronic funds transfer. In each case, prior
to sending any redemption proceeds or cash dividends, Pop Venture may ask investors to verify bank account information through PopVenture.com.

Through the Pop Venture Website (PopVenture.com
on all devices) investors will view account information, access Fund shareholder reports and NAV information, view certain Fund holdings
information, buy Fund Shares, establish an automatic investment program, and submit redemption requests.

With regard to the redemption of Fund
Shares, as described in the Registration Statement, the Fund is an interval fund and, as such, has adopted a fundamental policy requiring
it to make

1
Please see response #10 for a further description of how Pop Venture uses Clear to verify
shareholder identity.

  - 6 - October 11, 2024

periodic repurchase offers between at
least 5% and 25% of the Fund’s outstanding Shares at NAV pursuant to Rule 23c-3 under the Investment Company Act (unless such
offer is suspended or postponed in accordance with applicable law).

Shareholders will be notified in writing
about each periodic repurchase offer, how they may request that the Fund repurchase their Shares, and the date the repurchase offer ends.
Redemption proceeds will typically be sent by electronic funds transfer to the bank account the shareholder has linked through the Website,
and the Fund may ask shareholders to confirm their bank account information through the Website before the Fund sends the redemption proceeds.2
The Website will provide instructions for submitting repurchase requests. All repurchase requests must be submitted through the Website
by the applicable Repurchase Request Deadline.

With regard to material contracts, the
Fund has filed or will file as exhibits to the Registration Statement, its agreement with ALPS Fund Services, Inc. (SS&C ALPS), SS&C
GIDS, Inc. and DST Asset Manager Solutions, Inc. (collectively, SS&C) (the “Administrator”) with respect to certain administrative,
fund accounting, and transfer agent services and the agreement with ALPS pursuant to which ALPS will provide certain advertising and marketing
support services to the Fund, in addition to serving as the Fund’s distributor.

 8. Comment: Please supplementally explain how the Fund intends to process orders and repurchase orders
if the Fund’s website experiences operational failures or incidents that affect one set of users and not the others.

Response: As described in the
Registration Statement, during a widespre