Correspondence 0001213900-24-083841 from Bow River Capital Evergreen Fund (CIK 0001810256)
Bow River Capital Evergreen Fund (CIK 0001810256)
Date: Oct. 1, 2024 · CIK: 0001810256 · Accession: 0001213900-24-083841
AI Filing Summary & Sentiment
File numbers found in text: 811-23566
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Preliminary Proxy Statement of Bow River Capital Evergreen Fund (Registration No. 811-23566)
Dear Mr. Brodsky:
The following supplements the responses included in a correspondence filed on September 26, 2024 (the “Prior Letter”) and responds to the additional comment provided via telephone on September 30, 2024, each in connection with the SEC staff’s review of the preliminary proxy statement filed by Bow River Capital Evergreen Fund (the “Fund”) on Schedule 14A on September 13, 2024 (the “Proxy”).
For your convenience, the Staff’s comments are summarized below and each comment is followed by the Fund’s response. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Proxy, unless otherwise indicated.
1. Comment: Please revise the Fund’s response to Comment No. 6 in the Prior Letter, to more specifically disclose the relevant experience, qualifications and capabilities of the investment professionals of Apogem.
Response: The Fund has replaced the second sentence of the second paragraph under “Factors Considered by the Trustees and their Recommendation – Nature, Extent, and Quality of Services” with the following: “They further considered the quality of services to be provided by Apogem and its investment professionals, noting that Apogem has over 30 years of experience in middle market investing and maintains a robust data and relationship focus to support the sourcing and due diligence services it would provide under the Investment Consultant Agreement. They further noted that the firm’s investment professionals have extensive experience in the industry, with a senior management team that averages more than 20 years of experience.”
2. Comment: Please revise the disclosure to include the Fund’s response to Comment No. 18 in the Prior Letter.
Response: The Fund has added the following disclosure as the last sentence under “Terms of the Investment Consultant Agreement – Consulting Services”: “Apogem does not currently anticipate delegating any of its responsibilities under the Investment Consultant Agreement and will not delegate any responsibilities involving investment advice.”
* * * * *
Mr. Aaron Brodsky
October 1, 2024
Page 2
We trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (215) 988-2959 or in my absence, Stacie Lamb at (312) 569-1146.
Sincerely,
/s/ Joshua B. Deringer
Show Raw Text
CORRESP
1
filename1.htm
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
www.faegredrinker.com
October 1, 2024
VIA EDGAR TRANSMISSION
Mr. Aaron Brodsky
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Preliminary Proxy Statement of Bow River Capital Evergreen
Fund
(Registration No. 811-23566)
Dear Mr. Brodsky:
The following supplements
the responses included in a correspondence filed on September 26, 2024 (the “Prior Letter”) and responds to the additional
comment provided via telephone on September 30, 2024, each in connection with the SEC staff’s review of the preliminary proxy statement
filed by Bow River Capital Evergreen Fund (the “Fund”) on Schedule 14A on September 13, 2024 (the “Proxy”).
For your convenience, the
Staff’s comments are summarized below and each comment is followed by the Fund’s response. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Proxy, unless otherwise indicated.
1. Comment: Please revise the Fund’s response to
Comment No. 6 in the Prior Letter, to more specifically disclose the relevant experience, qualifications and capabilities of the investment
professionals of Apogem.
Response: The Fund has replaced
the second sentence of the second paragraph under “Factors Considered by the Trustees and their Recommendation – Nature,
Extent, and Quality of Services” with the following: “They further considered the quality of services to be provided by
Apogem and its investment professionals, noting that Apogem has over 30 years of experience in middle market investing and maintains a
robust data and relationship focus to support the sourcing and due diligence services it would provide under the Investment Consultant
Agreement. They further noted that the firm’s investment professionals have extensive experience in the industry, with a senior
management team that averages more than 20 years of experience.”
2. Comment: Please revise the disclosure to include the
Fund’s response to Comment No. 18 in the Prior Letter.
Response: The Fund has added
the following disclosure as the last sentence under “Terms of the Investment Consultant Agreement – Consulting Services”:
“Apogem does not currently anticipate delegating any of its responsibilities under the Investment Consultant Agreement and will
not delegate any responsibilities involving investment advice.”
* * * * *
Mr. Aaron Brodsky
October 1, 2024
Page 2
We trust that the foregoing
is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (215) 988-2959 or
in my absence, Stacie Lamb at (312) 569-1146.
Sincerely,
/s/ Joshua B. Deringer
Joshua B. Deringer