Correspondence 0001213900-25-067391 from Bow River Capital Evergreen Fund (CIK 0001810256)
Bow River Capital Evergreen Fund (CIK 0001810256)
Date: July 24, 2025 · CIK: 0001810256 · Accession: 0001213900-25-067391
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-237941, 811-23566
Letter
Via EDGAR Transmission Securities and Exchange Commission Washington, D.C. 20549 Attention: Aaron Brodsky Re: Bow River Capital Evergreen Fund (the "Fund") File Nos. 333-237941 and 811-23566
Dear Mr. Brodsky:
The following responds to the comments the staff ("Staff") of the U.S. Securities and Exchange Commission ("SEC") provided by telephone on July 10, 2025, in connection with the review of the above-referenced registration statement (the "Registration Statement") filed on Form N-2 under the Investment Company Act of 1940, as amended (the "1940 Act"). 1
1. Comment: Please confirm that the investment consultant agreement between the Adviser and Apogem is compliant with Section 15 and any other requirements of the 1940 Act.
Response: The Fund so confirms.
2. Comment: Please supplementally explain if/when the Board approved of an investment consultant agreement between the Fund and Apogem and if/when shareholder approval was received. Or otherwise explain whether shareholder approval was not required.
Response: The Fund respectfully notes that the investment consultant agreement between the Adviser and Apogem (the "Investment Consultant Agreement") was approved by the Board at a meeting held on September 6, 2024. The Fund further notes that shareholders of the Fund approved the Investment Consultant Agreement at a meeting held on November 18, 2024.
3. Comment: Please supplementally explain when Apogem began providing advisory services to the Fund.
Response: The Registrant respectfully notes that Apogem began providing non-discretionary investment consultant services to the Adviser pursuant to the Investment Consultant Agreement after the aforementioned meeting of shareholders on November 18, 2024.
* * *
1 Capitalized terms not defined herein have the same meanings as defined in the Registration Statement.
We trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1146.
Sincerely,
/s/ Stacie L. Lamb
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CORRESP
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Faegre Drinker Biddle & Reath LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606
www.faegredrinker.com
July 24, 2025
Via EDGAR Transmission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Aaron Brodsky
Re: Bow River Capital Evergreen Fund (the "Fund")
File Nos. 333-237941 and 811-23566
Dear Mr. Brodsky:
The following responds to
the comments the staff ("Staff") of the U.S. Securities and Exchange Commission ("SEC") provided by telephone
on July 10, 2025, in connection with the review of the above-referenced registration statement (the "Registration Statement")
filed on Form N-2 under the Investment Company Act of 1940, as amended (the "1940 Act"). 1
1. Comment: Please confirm that the investment consultant agreement between the Adviser and
Apogem is compliant with Section 15 and any other requirements of the 1940 Act.
Response: The Fund so
confirms.
2. Comment: Please supplementally explain if/when the Board approved of an investment consultant
agreement between the Fund and Apogem and if/when shareholder approval was received. Or otherwise explain whether shareholder approval
was not required.
Response: The Fund respectfully
notes that the investment consultant agreement between the Adviser and Apogem (the "Investment Consultant Agreement") was
approved by the Board at a meeting held on September 6, 2024. The Fund further notes that shareholders of the Fund approved the Investment
Consultant Agreement at a meeting held on November 18, 2024.
3. Comment: Please supplementally explain when Apogem began providing advisory services to
the Fund.
Response: The Registrant
respectfully notes that Apogem began providing non-discretionary investment consultant services to the Adviser pursuant to the Investment
Consultant Agreement after the aforementioned meeting of shareholders on November 18, 2024.
* * *
1 Capitalized terms not defined herein have the same meanings
as defined in the Registration Statement.
We trust that the foregoing
is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1146.
Sincerely,
/s/ Stacie L. Lamb
Stacie L. Lamb
cc: Joshua Deringer
Jeremy Held
2