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August 8, 2025

VIA E-MAIL AND EDGAR CORRESPONDENCE

Ms. Karen Rossotto

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	The Pre-IPO and Growth
Fund: File Nos. 811-24096; 333-287835

Dear Ms. Rossotto:

On June 6, 2025, The Pre-IPO and Growth Fund (the
“Registrant” or the “Fund”) filed a registration statement on Form N-2 with the U.S. Securities and Exchange Commission.
You provided comments on July 7, 2025. Below, please find a summary of your comments and the Registrant’s responses, which the Registrant
has authorized Thompson Hine LLP to make on its behalf. Unless otherwise indicated, capitalized terms used below have the meaning ascribed
to them in the registration statement. Please note that added language is in italics and deleted language appears struck through.
A copy of the registration statement containing revisions responsive to your comments below is attached to aid in your review.

General Comments

 1. Comment: 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.

Response: The Registrant notes that
incomplete sections of the registration statement, including a full financial review, will be completed via a subsequent pre-effective
amendment.

 2. Comment: 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.

Response: The Registrant filed an
exemptive order to permit it to co-invest with certain affiliates on July 25, 2025 (SEC Accession No. 0001398344-25-013787). The Registrant
has not submitted, and does not presently intend to submit, any additional exemptive application or a no-action request in connection
with the registration statement.

Division of Investment Management

August 8, 2025

Page 2

Prospectus

Prospectus Cover

 3. Comment: Please clarify in the prospectus the term “multi-year horizon” as used in
the Fund’s investment objective.

Response: The term multi-year horizon
has been removed from the Registrant’s prospectus and statement of additional information.

 4. Comment: In the second paragraph of Investment Objective, the disclosure states that the Fund 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.

Response:
The Registrant has revised the disclosure referenced above to state that the Fund invests in “the securities of late-stage
private companies that, at the time of the Fund’s investment, do not have a class of securities listed on an
“exchange” as such term is defined under the Securities Exchange Act of 1934, as amended, and have achieved
significant positive revenues. Such companies may operate in any industry, but the Adviser anticipates such companies to
operate within high growth sectors such as technology, communications, defense, fintech, life sciences and alternative energy. See
“Principal Risks-Initial Public Offerings (“IPO” Risk)””

 5. Comment: 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.

Response: The Registrant notes that
the timing of the Fund’s initial repurchase offer is dependent on when its registration statement is declared effective, and added
the following disclosure “The Fund currently anticipates conducting its first quarterly repurchase offer in the second quarter of
2026.” Cross references to “Principal Risks-Repurchase Policy Risk”, “Principal Risks-Liquidity Risks”,
and “Quarterly Repurchases of Fund Shares” have been added.

 6. Comment: 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”.

Response: The revisions requested above have been made.

 7. Comment: 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.

Response: The
disclosure above has been revised as follows to clarify that the initial and additional purchases of shares may be made by institutions
and individuals, and that such purchases may occur through a Selling Agent: “The Fund intends to accept initial and additional
purchases of [Founders’] Shares from Eligible Investors investors who are “Institutional
Investors” or individual investors. “Institutional Investors” may include: (1) corporations, banks, trust companies,
insurance companies, investment companies, foundations, endowments, defined benefit plans, retirement plans and other similar entities;
and (2) Eligible Investorsinvestors investing through Selling Agents that may have entered into an agreement with the
Distributor to offer [Founders’] Shares.

Division of Investment Management

August 8, 2025

Page 3

The Fund’s issuing
of “Founders’ Shares” is consistent with the order issued to ABS Long/Short Strategies Fund and ABS Investment Management
LLC (the “Adviser”) on May 18, 2016 (SEC Rel. No. IC-32116). Such order is applicable to the Registrant as a continuously-offered
registered closed-end investment company to which the Adviser serves as investment adviser.

 8. Comment: 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.

Response: The following disclosure
has been added to the Prospectus Cover: “The Fund may employ leverage in a variety of ways. If the Fund uses leverage, the value
of its net assets will tend to increase or decrease at a greater rate than if no leverage were employed and leverage may result in the
Fund controlling more assets than the Fund has equity. See “Principal Risks-Leverage Risk.”

Prospectus Summary

The Fund

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

Response: The Registrant has added
the following language: “Late-stage private companies are established businesses that have established the viability of their business
concept, achieved significant revenue, and are nearing a liquidity event like an IPO or acquisition. Such companies have moved beyond
the early stages of development (e.g., Series A through Series C in venture capital) and are focused on scaling operations, expanding
market reach, and potentially diversifying product lines in advance of a potential exit.”

Principal Investment Strategies (page
2)

 10. Comment: 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.

Division of Investment Management

August 8, 2025

Page 4

Response: The adopting release for
rule 35d-1 under the 1940 Act specifies that terms used in a fund’s name that suggest an investment focus must either be consistent
with those terms’ plain English meaning or established industry use, and provides that fund managers have flexibility to ascribe
reasonable definitions for the terms used in a fund’s name and flexibility to determine the specific criteria the fund uses to select
the investments that the term describes.

The name “Pre-IPO and Growth Fund”
suggests a dual focus in both “Pre-IPO” and “Growth” investments. The Registrant respectfully notes that investments
in companies included in growth-oriented indexes satisfy the “Growth” element of the Registrant’s name, rather than
“Pre-IPO”.

With respect to the term “Pre-IPO”,
the Registrant has defined “Pre-IPO” securities to cover the securities of issuers who are not exchange listed, as such issuers
have not yet conducted an IPO, as well as the securities of Pooled Investment Vehicles which invest in such issuers. The Registrant has
further revised the definition of “Pre-IPO” securities to clarify that the companies in which the Fund invests are “late-stage
private companies” (with the characteristics of such issuers also being clarified, as noted in response to Comment 9 above), including
having established the viability of their business concept, achieving significant revenue, and nearing a liquidity event like an IPO or
acquisition, and generally being beyond the early stages of growth (commonly referred to in the industry as the Series A through Series
C stages of development). The Registrant respectfully submits that, as clarified, the definition of “Pre-IPO” reasonably accords
with industry use that categorizes late-stage companies with these characteristics as approaching their exit stage or pre-IPO stage.

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

Response: The Registrant currently
expects that the Fund will initially invest between 60% and 80% of its assets in the securities of Private Companies. The
Registrant anticipates these investments will initially occur via a “Co-Investment Vehicle”, which will be exempt from registration
by virtue of Section 3(c)(1) or 3(c)(7) of the 1940 Act and invest in the securities of a single Private Company either directly or, as
discussed in further detail in the response to Comment 10(f), through an unaffiliated special purpose vehicle (“SPV”). Over
time, the Fund anticipates a greater portion of its investments in Private Companies to be direct investments in Private Companies or
SPVs investing in a single Private Company. The Registrant has revised the referenced sentence appearing on page 2 as follows: “Over
the long term, the Adviser expects to invest primarily in Pre-IPO securities through direct investments and via Private Funds…”

Division of Investment Management

August 8, 2025

Page 5

For the remainder of its portfolio, the Registrant
currently expects to invest between 10% and 20% of its assets in publicly traded Growth securities and between 0% and 10% of its assets
in other Pooled Investment Vehicles. The Registrant notes that these percentages are general approximations of its current intent, which
may be subject to change depending on the Fund’s development and size, market opportunities, and similar factors that necessitate
investment flexibility.

 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.

Response: As discussed in the response
to Comment 10(a) above, the Registrant’s name suggests a dual investment focus in both Pre-IPO and Growth securities. While the
Registrant expects that a Pre-IPO security will become a Growth security following an initial public offering, in the event that it does
not, the proviso identified above grants the Registrant flexibility in meeting the 80% Policy while such security is subject to a restriction
on disposal.

 d. Please clarify the term “securities of hedge funds...” to indicate what the Fund will invest
in – the funds themselves or their underlying investments.

Response: The Registrant notes that
the disclosure “securities of hedge funds, venture capital funds, and other funds or special purpose vehicles that invest primarily
in Private Companies” (emphasis added) indicates that the Registrant will invest in the Private Funds themselves.

 e. Please explain why the Fund includes investments in hedge funds in the definition of “Pre-IPO”.

Response: The Registrant has included
investments in hedge funds in the definition of “Pre-IPO” only to the extent that such hedge funds invest primarily in Private
Companies.

Division of Investment Management

August 8, 2025

Page 6

 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:

 · How SPVs are created and by whom;

 · How SPVs source their investments;

 · What material risks arise from such sourcing and how do SPV structurers attempt to manage that risk;

 · How the SPV’s securities are offered and to whom;

 · Who manages the SPVs;

 · What fees and expenses are assessed initially and over the life of the SPV and what are typical fee and
expense levels;

 · How do these fees and expenses impact the overall deal economics and valuation;

 · 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:

 · Any role the Adviser or its affiliates played in creating, structuring, or managing the SPV or compensation
or fees it or its affiliates received;

 · The name of the SPV, the date it was created, its investments, and how it sourced them;

 · A general discussion of the SPV terms, including fees