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Simpson
Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

    Direct Dial Number
    E-mail Address

    +1-202-636-5806
    Ryan.Brizek@stblaw.com

April 11, 2025

VIA EDGAR

Raymond A. Be

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hamilton Lane Venture Capital and Growth Fund

Registration Statement on Form N-2

1933 Act File No. 333-283909; 1940 Act File No.
811-24036

Dear Mr. Be:

On behalf of Hamilton
Lane Venture Capital and Growth Fund (the “Fund”), we hereby file with the Securities and Exchange Commission (the “SEC”
or “Commission”) Pre-Effective Amendment No. 1 to the Fund’s registration statement on Form N-2 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as
amended (the “Investment Company Act”). The Registration Statement includes revisions in response to comments from the staff
of the Division of Investment Management (the “Staff”) of the Commission received by the undersigned via email on January
24, 2025, relating to the initial filing of the Registration Statement (the “Comment Letter”) and revisions to otherwise update
disclosure.

In addition, on behalf of
the Fund, we are providing the following responses to the Comment Letter. For convenience of reference, the Staff’s comments have
been reproduced herein. All capitalized terms used but not defined in this Comment Letter have the meanings given to them in the Registration
Statement. Where the Fund has proposed revised disclosure in the Registration Statement in response to a comment, additions are underlined
and deletions are struck.

General

Comment 1: We note that portions of the
filing, including the Fund’s financial statements, are incomplete. We may have additional comments on such portions when you complete
them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits
added in any amendments.

Response: The Fund respectfully acknowledges
the Staff’s comment.

Comment 2: Please supplementally explain
if you have received exemptive relief or submitted, or expect to submit, any exemptive application or no-action request in connection
with the registration statement, including the status of the exemptive relief referred to on page 49 regarding paying incentive fees in
shares.

Response: The Fund hereby confirms that
it will rely on the “co-investment order,” “multi-class order” and “fee in shares order” which have
previously been granted to the Adviser. In addition, the Fund hereby confirms that it intends to file a new application, aligning with
the application filed by FS Credit Opportunities Corp., et al. (File No. 812-15706) Release No. IC-35520 (April 3, 2025) (notice)
(the “FS Application”), seeking co-investment exemptive relief. Such “co-investment order,” if granted, would
supersede the prior order granted to the Adviser and its affiliates and the Fund would cease to rely on the prior order at that time.
The fee in shares order was granted to the Adviser on December 23, 2024. See the SEC website at https://www.sec.gov/Archives/edgar/data/2041398/999999999724004697/9999999997-24-004697-index.htm.
When the final application for the fee in shares order was filed on November 8, 2024, the Fund had not registered as an investment company,
nor was the Fund registered as an investment company when the notice of application was issued on November 26, 2024. Rather, the Fund
filed its Form N-8A to register as an investment company on December 18, 2024. However, the Fund qualifies as a “Fund” as
defined in footnote 1 of the fee in shares order and can therefore rely on the fee in shares order.

    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission April 11, 2025

Comment 3: Please tell us if you have
presented any test the waters materials in connection with this offering. We may have additional comments based on your response.

Response: The Fund
confirms that it does not currently intend to present any “test the waters” materials to potential investors in connection
with its offering of Shares but may rely on Rule 433 or Rule 482 to present information outside of “test the waters” materials.
If, in the future, the Fund determines to present any “test the waters” materials, it will provide the Staff with copies of
those materials.

Comment 4: We note disclosure throughout
that you will: “seek exposure to Venture and Growth Investments through: (i) equity and debt (including but not limited to convertible
notes) investments, co-investments, joint ventures and other investments in portfolio companies that are made directly (including through
an investment vehicle), generally alongside an investment sponsor, joint venture partner, operating partner, or other investor, and commonly
involving a new acquisition or development of an asset, company or platform (“Direct Investments”); (ii) strategic
investments in underlying private funds, holding vehicles or other vehicles (collectively, “Portfolio Funds”) which
are fundraising at the time of such investment, including with a view to enhancing access to Direct Investments and Secondary Investments
(as defined below) (“Primary Investments”); (iii) investments in Portfolio Funds managed by third party managers (“Portfolio
Fund Managers”) or other single-asset investments focused on Venture and Growth Investments, generally on a secondary basis
from existing investors or involving a recapitalization of an equity interest in an existing Portfolio Fund and other investments that
Hamilton Lane determines to have a similar risk/return profile (“Secondary Investments”); (iv) investments in listed
private equity companies, funds or other vehicles (“Listed Investments”); or (v) programmatic investment relationships
with asset managers outside of their commingled private funds (together with Direct Investments, Primary Investments, Secondary Investments
and Listed Investments, “Fund Investments”). The Fund may invest in Fund Investments directly or indirectly through
investment vehicles, including but not limited to affiliated or unaffiliated mutual funds and exchange traded funds (“ETFs”).”

These categories are difficult to understand and differentiate.
It is unclear, for example, how a Direct Investment made through an investment vehicle wouldn’t also be a Portfolio Fund. Similarly,
the distinctions between Direct Investments, Primary Investments, and Secondary Investments, as well as Portfolio Funds and Fund Investments
are unclear. Please consider streamlining your cover page disclosure and include clearer definitions in your Summary. To help investors
understand your disclosure, please consider adding examples of the types of investments that would and would not fit in the definition.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure to streamline the disclosure.

Comment 5: Please disclose whether the
Fund, alone or with an affiliate, will control portfolio company investments.

Response: The Fund
confirms that the Fund, alone or with an affiliate, will not invest to control portfolio company investments. The Fund’s investments
will be controlled by an unaffiliated Portfolio Fund Manager.

Cover Page

Comment 6: We note the term “Venture
Capital” in the Fund’s name. In our view, the use of this term is confusing and potentially misleading because the term “Venture
Capital” connotes a specific type of unregistered investment fund, which a registered fund is not, regardless of whether it provides
access to venture capital funds. Please revise your name to avoid the potential for investor confusion.

Response: The Fund respectfully disagrees
with the Staff’s view that the use of the term “Venture Capital” in the Fund’s name is misleading and respectfully
submits that the term “venture capital” refers to a particular characteristic of the Fund’s target investments. The
term “venture capital” is commonly understood to refer to a strategy focused on investments in private companies in their
early and/or growth stages of development. An investor may gain exposure to “venture capital” through various investment types,
including by making direct equity or debt investments in operating companies in their early or growth stage of development or by investing
in registered or unregistered investment funds with an investment strategy focused on such opportunities. The Fund intends to provide
investors with exposure to a “venture capital” strategy by investing, either directly or indirectly, in early and growth stage
private companies. As such, the Fund respectfully submits that the reference to “venture capital” is akin to registered funds
with “private markets,” “private infrastructure,” and other similar phrases which describe the underlying assets
in which the registered fund will seek to invest.

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    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission April 11, 2025

Comment 7: In footnote (1) to the Sales
Load table, briefly clarify when the stated minimum investment can be reduced and for which investors.

Response: The Fund respectfully notes
the cross reference to the section titled “Purchasing Shares” which includes a discussion of the requested disclosure.
However, in light of the Staff’s comment, the Fund has revised this disclosure to specifically note that the section titled “Purchasing
Shares” includes additional information about the reduction of investments minimums. The Fund respectfully notes that this is
in line with the current market practice for similarly situated funds.

Prospectus Summary

Investment Strategies

Comment 8: Consider discussing the expected
allocation between the various types of investments listed on this section in which the Fund anticipates investing. Consistent with this,
arrange the Risk Factor Segments in order of the most significant types of investments that will affect the Fund.

Response: In light of the Staff’s
comment, the Fund has revised the Risk Factor Segments in order of the most significant types of investments that will affect the Fund,
as requested. However, the Fund does not target specific allocation ranges for its various types of investments and rather intends to
provide exposure to venture capital and growth investments consistent with its 80% policy. Therefore, no changes have been made with respect
to the first part of the Staff’s comment.

Prospectus

Summary of Fund Expenses

Comment 9: If the fund intends to incur
leverage during the first year, please include a line item in the fee table for “Interest Payments on Borrowed Funds” in accordance
with Item 3 of Form N-2.

Response: The Fund confirms that it does
not intend to incur leverage during the first year.

Comment 10: Footnote (8) states that “[h]istorically,
a substantial majority of the direct investments made by the Adviser and its affiliates on behalf of their clients have been made without
any “acquired fees.” In correspondence, please explain the meaning and purpose of this statement and the sentence that follows.
To the extent that Fund investors are unlikely to have a similar experience please explain why not, and consider removing the statement.

Response: The disclosure in question has
been deleted.

Comment 11: In footnote (9), we note that
there is a difference in the expense limits between Class I and Class Y of 0.15%. Please explain what is causing the difference in expense
limits of these classes, as we note that there is no class specific distribution and service fee for these share classes.

Response: As discussed in the Fund’s
prospectus, the Fund may pay fees to financial intermediaries outside of its Distribution and Service Plan for sub-administration, sub-transfer
agency, sub-accounting and other shareholder services, which accounts for the differences in expense limits.1

Risks

Comment 12: The risk factors section is
23 pages long and divided into multiple subsections.

 a. Please consider revising the risk factors to consolidate
overlapping or similarly themed risks. Please group any risks that are not material risks to the Fund in a separately headed subsection
or move such risks to the SAI.

 b. Please reorder the risks to prioritize the risks that are
most likely to adversely affect the Fund’s net asset value, yield and total return. [See ADI 2019-08 - Improving Principal Risks
Disclosure.]

 c. Several risk factors have repetitive wording. Eliminate unnecessary
repetition.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure, as requested.

1 See SEC Division
of Investment Management, IM Guidance Update 2016-01: “Mutual Fund Distribution and Sub-Accounting Fees” (Jan. 2016).

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    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission April 11, 2025

Medium- and Late-Stage Companies Risk

Comment 13: This risk factor appears incomplete.
Please revise.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure, as requested.

Risks of Regulation

Comment 14: The disclosure states that
“The venture capital and growth sector is often highly regulated, and in most instances the provision or acquisition of Venture
and Growth Investments involves an ongoing commitment to a governmental agency.” Please clarify the basis and context for the statements
in this risk factor. For example, will the Fund be focusing investments in private companies that have government contracts?

Response: In light of the Staff’s
comment, the Fund has deleted the noted disclosure which was a holdover from prior precedent and was not applicable to the Fund.

Corporate-Level Income Tax

Comment 15: The disclosure indicates that
the Fund may use taxable subsidiaries to make certain investments. Discuss the context of this risk, including the extent to which the
Fund anticipates making such investments and why it would do so. To the extent the Fund anticipates using such subsidiaries as a principal
strategy, discuss this aspect of the strategy in an appropriate location in the prospectus. Please consider whether your tax-related disclosures
should also be revised. Also, in correspondence, please tell us how you anticipate disclosing tax expenses in your fee table and otherwise.

Response: The Fund respectfully notes
that in the “Investment Strategy” section of the summary prospectus, the Fund already discussed that “[t]he Fund will
invest all or substantially all of its assets through one or more wholly-owned subsidiaries.” However, in light of the Staff’s
comment, the Fund has revised the Registration Statement to clarify that the Fund may make certain investments through subsidiaries taxed
as corporations in order to satisfy the requirements “to qualify as, and maintain its eligibility for the favorable tax treatment
available to, a RIC under Subchapter M of the Code.” In addition, the Fund hereby confirms that its accrued tax liability is accounted
for in under “Other Expenses” in the expense table.

Use of Leverage

Comment 16: The disclosure states that
the Fund expects to enter into a credit agreement. To the extent the Fund anticipates entering into a credit agreement and borrowing funds
in the first year, confirm that the costs of such borrowing are disclosed in the fee table.

Response: The Fund confirms that it does
not anticipate entering into a credit agreement and borrowing funds in the first year, but does expect to enter into such an agreement
in the future and would reflect the costs of such borrowings in the fee table at that time.

Limited Information Concerning Potential Investments;
Limited Availability of Information

Comment 17: Your disclosure states that,
due to confidentiality concerns certain sponsors and managers “may not permit the Fund to fully disclose information” and
“