1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com     HARRY S. PANGAS   harry.pangas@dechert.com +1 202 261 3466 Direct +1 202 261 3333 Fax

May 6, 2019

Via EDGAR

Jeffrey A. Foor, Esq.

Senior Counsel

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

RE: TriplePoint Venture Growth BDC Corp. — Post-Effective Amendment No. 2 to Registration Statement on Form N-2 filed on April 5, 2019 (the “Shelf Registration Statement”)

Dear Mr. Foor:

On April 5, 2019, our client, TriplePoint Venture Growth BDC Corp. (the “Company”), filed the Shelf Registration Statement with the Securities and Exchange Commission (the “SEC”) to register the securities set forth on the cover page thereof (the “Securities”) pursuant to Rule 415(a)(1)(x) under the Securities Act of 1933, as amended (the “Securities Act”).

Please be advised that, in connection with the filing of the Shelf Registration Statement, the Company relied on the self-implementation provision contained in Section 803(d) of the Small Business Credit Availability Act (the “SBCAA”) to backward and forward incorporate the reports and documents filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), into the Shelf Registration Statement in accordance with Section 803(c) of the SBCAA, as well as the revisions contained in Section 803(b)(2)(J) of the SBCAA which require the SEC to revise Rule 415(a)(1)(x) under the Securities Act to specifically state that the registration of securities thereunder “includes securities registered on Form N-2 by a business development company that would otherwise meet the eligibility requirements of Form S-3.” In the case of the latter revisions, a business development company like the Company that satisfies the registrant and transaction requirements of Form S-3 may register securities on Form N-2 for an offering to be made on a continuous or delayed basis in accordance with Rule 415(a)(l)(x) under the Securities Act.¹

¹  We note that, since 1998, the staff of the SEC’s Division of Investment Management (the “Staff”) has permitted closed-end investment companies, including business development companies, to conduct shelf offerings on Form N-2 in accordance with Rule 415(a)(l)(x) under the Securities Act if such companies’ securities are “qualified to be registered on Form S-3.” See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim America Prime Rate Trust, SEC Staff No-Action Letter (May 1, 1998).

May 6, 2019 Page 2

In support of its filing of the Shelf Registration Statement, the Company is hereby providing you with a supplemental analysis of its eligibility to register the Securities pursuant to Rule 415(a)(1)(x) under the Securities Act.

I. Registrant Requirements

The Company meets the registrant requirements contained in General Instruction I.A to Form S-3 for the following reasons:

1. The Company is organized under the laws of Maryland and has its principal place of business in the United States.

2. The Company has a class of securities registered pursuant to Section 12(b) of the Exchange Act.²

3. The Company:

a. has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the filing of the Shelf Registration Statement; and

b. has filed in a timely manner all reports required to be filed thereunder during the twelve calendar months and any portion of a month immediately preceding the filing of the Shelf Registration Statement, other than reports that are required solely pursuant to Items 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K.

4. Neither the Company nor any of its subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its subsidiaries were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act:

a. failed to pay any dividend or sinking fund installment on preferred stock; or

b. defaulted

i. on any installment or installments on indebtedness for borrowed money, or

ii. on any rental on one or more long-term leases, which defaults in the aggregate are material to the financial positions of the Company and its subsidiaries, taken as a whole.

II. Transaction Requirement

The Shelf Registration Statement meets the transaction requirements of General Instruction I.B to Form S-3 because the offering of Securities being registered pursuant to the Shelf Registration Statement will be an offer for cash by or on behalf of the Company, and the aggregate market value of the voting and non-voting common stock held by non-affiliates of the Company was $75 million or more as of a date within 60 days prior to the date of filing of the Shelf Registration Statement.

²  See Forms 8-A filed by the Company on March 3, 2014 and July 14, 2017.

May 6, 2019 Page 3

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If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com). Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc: James P. Labe, TriplePoint Venture Growth BDC Corp.

Sajal K. Srivastava, TriplePoint Venture Growth BDC Corp.

Christopher Gastelu, TriplePoint Venture Growth BDC Corp.

Clay Douglas, Dechert LLP