45 Fremont Street
Floor 26
San Francisco, California 94105
+1 415 262 4500 Main
+1 415 262 4555 Fax
www.dechert.com
Exhibit (l)(2)
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45 Fremont Street Floor 26 San Francisco, California 94105 +1 415 262 4500 Main +1 415 262 4555 Fax www.dechert.com |
April 30, 2025
The Private Shares Fund
88 Pine Street, Suite 3101
New York, NY 10005
| Re: | Securities Act Registration No. 333-184361 |
| Investment Company Act File No. 811-22759 |
Ladies and Gentlemen:
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. 19 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