SecProbe.io

July 6, 2025

VIA E-mail

Laurence K. Russian The Pre-IPO and Growth Fund 2187 Atlantic St., Suite 604 Stamford, Connecticut 06902

Re:  The Pre-IPO and Growth Fund (the “Fund”)
File Nos. 811-24096; 333-287835

Dear Mr. Russian:

We have reviewed the Fund’s registration statement on Form N-2 filed with the
Securities and Exchange Commission on June 6, 2025, with respect to an offering of common shares. Our comments are set forth below. Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

General Comments
1. We note that portions of the registration statement 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.  Please note, a full
financial review ( e.g., seed financial statements, auditor's report, consent) must be
performed prior to declaring the registration statement effective.
2. We note disclosure indicating that the Fund intends to submit an application for an
exemptive order to permit it to co-invest with certain affiliates.  Please supplementally explain if the Fund has submitted or intends to submit any additional exemptive applications or a no-action request in connection with the registration statement.  Please inform us of the anticipated timing of any applications or requests for relief.

Prospectus

Prospectus Cover

3. Please clarify in the prospectus the term “multi-year horizon” as used in the Fund’s
investment objective.
4. In the second paragraph of Investment Objective , the disclosure states that the Fund

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invests in “the securities of private companies that, at the time of the Fund’s
investment, do not have a class of securities listed on an ‘exchange’”.  Please describe with more specificity the types of companies the Fund will invest in, particularly with respect to their stage of development ( e.g., companies included in venture cap funds).
Please include a cross- reference to the disclosure regarding the risks associated with investments the Fund considers speculative.  See Form N-2, Item 1.1.j.  Please also see
comment #10.a below.
 5. In Interval Fund , if applicable, please disclose the anticipated timing of the Fund's
initial repurchase offer.  Please include a cross-reference to the sections of the prospectus that discuss the Fund's repurchase policies and the attendant risks.  See
Guide 10 to Form N-2.
 6. In the fourth bullet please replace “may periodically offer” with “will offer quarterly”
or similar.  In the last bullet, replace “Fund’s Board of Trustees” with the defined term “Board”.
7. The disclosure states “The Fund intends to accept initial and additional purchases
of [Founders’] Shares from Eligible Investors….”  As the Fund offers multiple share classes, please clarify what this disclosure means.  Please confirm that the Fund’s issuance of “Founders’ Shares” is consistent with its order allowing it to issue multiple classes of shares.
 8. Please disclose on the Cover that the Fund may use leverage, as disclosed on page 3,
and provide a cross-reference to the disclosure regarding the risks of leverage.  See
Item 1.1.j of Form N-2 and Guidelines to Form N-2, Guide 6.

Prospectus Summary
  The Fund

9. Please clarify what “late-stage private companies” are, noting a company’s characteristics in
this stage of development.

Principal Investment Strategies (page 2)

10. With respect to the definition of Pre-IPO securities in the second paragraph, we
have the following comments:

a. The term “Pre-IPO” in the Fund’s name implies that the Fund will invest in
securities of companies operating with a view towards an IPO.  The Fund’s definition of “Pre-IPO” is overly broad.  For example, companies included in the growth-oriented indexes include companies that are already exchange-listed, while the Private Funds included under (ii) to your Pre-IPO securities definition typically do not list and may contain securities of companies that do not intend to list.  Please revise the definition of Pre-IPO to include companies that a reasonable investor would consider to be consistent with the Fund’s name, or revise the Fund’s name accordingly.  See rule 35d-1 under the 1940 Act.

b. In general, it is unclear what the Fund is investing in.  On page 2, the disclosure

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states “Over the long term, the Adviser expects to invest primarily in Pre-IPO
securities.”  In IPO Risk on page 4, the disclosure states, “[i]t is expected that many of the Fund’s investment issuers will conduct on IPO” and that “the Fund may hold IPO shares for a very short period of time.”  On page 5, in  Illiquid
Investments Risk , the disclosure states the Fund will invest in “highly illiquid
investments” for which generally “no liquid market exists” and the Fund is required to hold to maturity or is otherwise restricted in their disposal.  Please clarify the make-up of the Fund’s portfolio – what general percentages do you expect to invest in Private Companies versus Pooled Investment Vehicles?  Please also revise disclosure for consistency.
c. The disclosure states if the issuer of a security held by the Fund conducts
an initial public offering “such security  shall remain a Pre-IPO security for
the duration of any “lock-up” or contractual restriction on disposal applicable to such security.”  Will the Fund then sell the security?  Disclose.

d. Please clarify the term “securities of hedge funds…” to indicate what the
Fund will invest in – the funds themselves or their underlying investments.
e. Please explain why the Fund includes investments in hedge funds in the
definition of “Pre-IPO”.

f. As a general matter, please disclose the overall structure and terms
typically associated with the special purpose vehicles (SPVs) you typically invest in.  This disclosure might include:

x How SPVs are created and by whom;
x How SPVs source their investments;
x What material risks arise from such sourcing and how do SPV structurers
attempt to manage that risk;
x How the SPV’s securities are offered and to whom;
x Who manages the SPVs;
x What fees and expenses are assessed initially and over the life of the SPV
and what are typical fee and expense levels;
x How do these fees and expenses impact the overall deal economics and
valuation;
x What agreements and obligations does the SPV typically have to SPV
investors ( e.g., obligations around custody, maintaining insurance, financial
statements, audits, etc.).

In addition to this general disclosure, please provide more detailed disclosures about each SPV you are or may be invested in, as a result of the Predecessor Fund transaction or otherwise, including:

x Any role the Adviser or its affiliates played in creating, structuring, or
managing the SPV or compensation or fees it or its affiliates received;
x The name of the SPV, the date it was created, its investments, and how it
sourced them;

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x A general discussion of the SPV terms, including fees and expenses and
other agreements and obligations; and
x The approximate ownership level the Fund has of the SPV and how the
Fund sourced and acquired its interests.

g. Please explain in the disclosure what PIPEs and SPACs are.

11. Regarding the disclosure in the penultimate paragraph on page 2:

a. Please clarify what the phrase “generally mature and scaled businesses”
means.
b. The disclosure states that the Fund will invest in companies that “are
expected to continue to demonstrate rapid growth and significant potential valuation upside.”  Please revise the disclosure to indicate who expects the companies to grow and why.

12. Please revise your disclosure to briefly explain how the Adviser will source and
analyze the Fund’s investments and construct the portfolio as a whole.  Borrowing/Leverage (page 3)
 13. Disclosure in the first paragraph indicates that the Fund may take on leverage by
using derivatives.  Please disclose the types of derivatives the Fund anticipates using.  Please also include associated risk disclosure.
14. The disclosure also states that leverage can be employed by “participating in other
forms of direct and indirect borrowing.”  Please disclose what these other forms of borrowing are.

Principal Risks (page 3)

15. On page 5, regarding Illiquid Investments Risk , we have the following comments:

a. The disclosure states “The Fund may permit greater liquidity for
shareholders than the Fund is able to obtain….”  Please clarify what this means.  Does the Fund anticipate it may be unable to meet its obligations as an interval fund under Rule 23c-3?  If so, what actions does the Fund anticipate taking in this circumstance?  Please explain to us.
b. The disclosure further states this “discrepancy could make the Fund
vulnerable to a ‘run’ on Fund assets…from redemption requests that are greater than can be satisfied by the Fund”.  As the Fund is an interval fund with quarterly repurchases of a percentage set by the Board, please revise this sentence to use a term other than “run” to describe the scenario in which repurchase requests are greater than the quarterly percentages offered by the Fund.  Please replace “redemption” with “repurchase”.

c. In the penultimate sentence, the disclosure states less liquidity “could

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result in long delays in effecting a complete withdrawal of [a
shareholder’s] investment.”  Please clarify this as the Fund will repurchase at least 5% of its outstanding shares quarterly.
 16. On page 6, disclosure includes risks of investing in emerging markets.  Please
disclose emerging markets as a principal investment of the Fund, including on the Cover, as appropriate.  See Item 1.1.j. of Form N-2.

17. On page 6, Currency Risk , discloses the risks of securities denominated in foreign
currencies “if unhedged”.  Will the Fund engage in hedging?  If so, disclose so and disclose the types of instruments the Fund will use to do so.
 18. On page 6, in Pooled Investment Vehicle Risk , consider including specific risks of
venture capital funds and the speculative nature of companies at that stage of development.
 19. On page 9, Debt Securities Risk , the disclosure references the Fund’s investment
in debt securities, such as high yield debt securities “including loans.”  Please disclose the Fund’s investment in debt securities and their credit quality in Principal Investment Strategies  and, if appropriate, on the Cover.
 20. On page 9, the disclosure includes “ Small and Medium Capitalization Risk .”  Will
the Fund invest in early-stage companies and those with smaller (micro) market capitalization typical of pre-IPO companies?  If so, disclose the risks specific to these types of companies.
 21. On page 10, in Repurchase Offers Risk , the disclosure states “Quarterly
repurchases by the Fund will typically be funded from borrowing proceeds, available cash, or sales of portfolio securities.”  Considering the illiquid nature of the Fund’s investments, confirm this disclosure is consistent with the disclosure in Liquidity Requirements on page 32 and the procedures adopted by the Board in
compliance with rule 23c-3(b)(10)(iii).

22. Please replace “redemption” with “repurchase” in Repurchase Offers Risk  and
throughout.

Purchases of Shares

23. On page 11, disclosure in the last sentence of this section states that the Fund
reserves the right to reject a purchase order for any reason.  Please disclose the circumstances in which the Fund would reject a purchase order. We may have additional comments after reviewing your response.
 Prior Performance (page 12)

24. The disclosure in this section states “simultaneous with the anticipated
commencement of the Fund’s operations with respect to the Founder’s Share class…[the Predecessor Fund] will be reorganized with and into the Founder’s Share class of the Fund.”  Regarding this transaction:

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a. Please clarify in the disclosure what it means for the Predecessor Fund to
be “reorganized with and into the Founder’s Share class of the Fund.”  Please provide us more information about the nature of the transaction (e.g., who are the parties to the transac tion?  What will each party receive
in the transaction?).  If the Fund will be seeded by the Predecessor Fund in a formation transaction, confirm so and address the following in this comment accordingly.

b. Please clarify what “simultaneous with the anticipated commencement of
the Fund’s operations” means (i.e., will the transaction occur before the
Fund begins operations or at the same time?).

c. Please provide an analysis addressing the applicability of S-X 6-11 to the
transaction and address the whether the transaction meets the definition of a fund acquisition as defined in S-X 6-11(a)(2).

d. Please disclose how the Predecessor Fund shares will be valued for
purposes of the transaction.  Will there be any dilution for other shareholders who purchase shares in the initial offering?  If so, please provide appropriate disclosure on the Cover and in the prospectus.

e. Please explain to us in correspondence what information investors will
have available to them about the Predecessor Fund and its portfolio prior to purchasing shares of Fund.  It is unclear, for example, whether (and when), investors will have a schedule of investments and other financial information related to the Predecessor Fund.

f. Please tell us supplementally how the transaction will be structured to
comply with section 17 of the 1940 Act, including any no-action relief upon which you intend to rely.  Please provide sufficient factual and legal information in your response to enable us to follow your analysis and understand your conclusion.

g. Please explain to us whether the consummation of the transaction has been
determined to be probable.  If consummation of the transaction has not yet been determined to be probable, please explain to us the factors considered in arriving at this determination.  If applicable, please tell us why you would choose to time the effectiveness of your registration statement such that you become effective prior to knowing the transaction is probable instead of waiting for additional certainty.

h. Please describe to us the underlying business purpose of the transaction.
Please tell us when the Predecessor Fund began operations, explain any transactions within the past year that were not made in the ordinary course, including, as applicable, with respect to portfolio holdings, fees, distributions, and other transactions with investors.

i. For the assets being transferred, please tell us whether the Predecessor
Fund, the Adviser, or any of their respective affiliates, received any fees or reimbursements not in the ordinary course within the past year.  In

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addition, please disclose what percentage of the transferred portfolio, if
any, is non-performing, in distress, or in payment in kind (PIK) status.

j. Please describe to us the nature of any relationship between the transacting
parties.

k. What are the future operating plans of  the selling entity and the retained
assets?  Will the selling entity continue its operations?  Will it be winding down?  Will it be changing its strategy?

l. Please describe to us any financial statements of the Predecessor Fund,
including the periods presented in the financial statements, that will be included in the registration statement of the Fund.  Please explain to us the timing of when these financial statements will be included in the registration statement.

m. Will any LPs from the selling entity be transferring into the purchasing
entity?  Will any of the selling entity’s management be involved with the