Exhibit (l)(2)
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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 7, 2021
The Private Shares Fund
100 Wall Street, Floor 20
New York, NY 10005
| Re: | Securities Act Registration No. 333-184361 Investment Company Act File No. 811-22759 |
Ladies and Gentleman:
We hereby consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm and Legal Counsel” in the Prospectus comprising a part of Post-Effective Amendment No. 12 to the Registrant’s registration statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”). We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
| /s/ Dechert LLP | |
| Dechert LLP |