SecProbe.io

July 13, 2023
Blake E. Estes, Esq.
Alston & Bird LLP90 Park AvenueNew York, NY 10016
Re: BIP Evergreen Venture Fund
File Nos. 000-56550
Dear Mr. Estes:
On June 20, 2023, BIP Evergreen Venture F und (the “Company”) filed a registration
statement on Form 10 in connection with the re gistration of the Company’s common stock under
Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).  We have reviewed the registration statement and have provided our comments below.  For convenience, we generally organized our comments using headings , defined terms, and page numbers from the
registration statement.  Where a comment is made in one loca tion, it is applicable to all similar
disclosure appearing elsewhere in the registration statement.
Please respond to this letter w ithin ten (10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
We note that the Company is voluntarily regi stering shares of its common stock under
Section 12(g) of the Exchange Act.  Please note that a filing on Form 10 goes effective
automatically by lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Exchange Act. If our comments are not satisfactorily addressed within this 60-day time period, you should consider withdrawing the Compa ny’s Form 10 prior to its effectiveness, and
re-filing a revised Form 10 that includes changes responsive to our comments.  If the Company
chooses not to withdraw its Form 10 registration statement, it will be subject to the reporting
requirements of Section 13(a) of the Exchange Act.  Additionally, we will continue to review the filing until all of our comments have been satisfactorily addressed.
REGISTRATION STATEMENTExplanatory Note (page 1)1. The name of the registrant is BIP Evergreen  Venture Fund.  To avoid any confusion with
unregistered venture capital funds, please revise  the name of the Company to replace “Fund”
with “BDC” so that the name of the re gistrant is BIP Evergreen Venture BDC”.

Blake E. Estes, Esq.
July 13, 2023 Page 2  2. The first paragraph of this section states that the Company is filing this registration statement on Form 10 “for the possible future quotation or listing of its securities on a national securities exchange or other public  trading market.”  Elsewhere in the registration statement,
including in the second bolded bullet below, disclo sure states that the Company does not intend
to list its common shares on an exchange.  Please reconcile the disclosure.  3. Please prominently disclose that the Compa ny does not invest in venture capital funds.
 4. Please add the following risks (in bold) to the list of bulleted risks.
x The Company intends to invest primarily in privately held companies for which little
public information exists and which are mo re vulnerable to economic downturns and
substantial variations  in operating results.

x The privately held companies in which the Company invests are difficult to value and
will generally be illiquid.

x The Company intends to be regulated as  a BDC under the 1940 Act, which imposes
numerous restrictions on the Company’s activities, including restrictions on leverage and on the nature of its business.
 Summary of Risk Factors (pages 3 – 4)  5. Please present the summary of risk f actors in bulleted or numbered form.   See Item
105(b) of Regulation S-K.  6. The second risk factor references, among othe r things, healthcare IT, fintech, enterprise
SaaS and frontier technology.  Please briefly de scribe what each of these sectors is.
 7. The fourth risk factor references the “h istorical results achieved by the Investment
Adviser or its affiliates” and “returns achieved by them in prior periods”.  Please revise this disclosure to clarify that the Company has no hi storical results or returns achieved in prior
periods.      Item 1.  Business (pages 5 – 16)  8.  This section devotes six sentences to de scribe the Company’s investment strategy ( i.e.,
the third and fourth paragraphs  under “The Company”) and approx imately 10 pages to describe
the Company’s beliefs about the economy (page 6) and the Investment Adviser’s business (pages
7 – 16).  Please revise this entire sect ion to describe the business of the registrant  (i.e., what the
Company will principally invest in) instead of the Company’s beliefs and the business of the Investment Adviser.  See Item 101 of Regulation S-K.  To the extent any of the disclosure about
the Investment Adviser is retained, plea se revise it to rem ove undefined terms ( e.g., Financial
Science, Modeling Techniques, Economic Theory on page 8; Go-to-Market Models on page 11;
Cash Runaway and Monthly Cash Burn  Rate on page 14)  and jargon ( e.g., clear, repeatable

Blake E. Estes, Esq.
July 13, 2023 Page 3  motions on page 11; acquisition optionality on page 12; minimum viable  product on page 13;
post-money enterprise value on page 13; risk -reward dynamics and opti onality on page 13;
visibility to near-term revenue momentum on pa ge 14), which are used throughout the section
and make much of the disclo sure impossible to understand.
 Item 1.  Business —The Company (page 5)
 9. The first sentence of this section states that the Company is non-diversified.  Please
disclose the implications of being non-diversified.
 10. The first sentence of this section states th at the Company will elect to be treated as a
business development company.  Please disc lose when this election will be made.
 11. The first sentence of the third paragra ph of this section id entifies the Company’s
“primary investment objectives”.  Please split the first sentence into two sentences, as the second
part of the sentence (“by investing in a portfo lio consisting of common and preferred equity
investments in target U.S.-based portfolio comp anies”) discloses a strategy, not an objective.
Please also (i) disclose what “target” means and (ii) disclose the Company’s market capitalization policy with respect to its equity investments a nd add any corresponding risks of
such policy in the Risk Factors section ( e.g., small capitalization risk).
 12. The second sentence of the fourth paragraph of  this section describes the core focus of
the Company as including the technology sector.  Please disclose with greater specificity the
type(s) of technology business(es) that ar e part of the Company’s core focus ( e.g., information
technology, biotechnology).     13. The fourth paragraph of this section refere nces the terms “recurring revenue models” and
“found and/or angel funding”.  Please disc lose what each of these terms means.
 14. If accurate, please revise the last sentence of th e fourth paragraph of th is section to insert
“operating within the healthcare, media or t echnology sectors with” before “recurring revenue
models”.     15. In the fifth paragraph of this section (and on page 17 under “The Private Offering”),
please disclose that shares will only be offered to accredited investors.
 16. The last sentence of the sixth paragraph of  this section identifies non-U.S. companies,
other registered investment companies and CLOs as investments in whic h a BDC could invest up
to 30% of its assets.  If the Company will invest in such investments as part of its principal strategies, please state that and describe each of these types of inves tments and disclose any
corresponding risks in the Risk Factors section.

Blake E. Estes, Esq.
July 13, 2023 Page 4  Item 1.  Business — The Inve stment Adviser (pages 5 – 6)
 17. The first sentence of this section iden tifies BIP Capital, LL C as the Company’s
investment adviser.  The seco nd sentence states that BIP Ca pital, LLC operates its venture
capital business as BIP Ventures.  Please delete the reference to BIP Ventures as BIP Capital, LLC’s disclosure on its Form ADV does not identi fy “BIP Ventures” as another business name
under which BIP Capital, LLC operates.
 Item 1.  Business — Market Opportunity — Regional Considerations  (page 6)
 18. This section describes South east and Midwestern cities.  If investing in the Southeast and
Midwest are principal strategies of the Company, please disclose this strategy in the description
of the Company’s business, and any corresponding risks in the Risk Factors section.    Item 1.  Business — Investment Focus (pages 10 – 14)
 19. On page 14, the first sentence of the second to  last paragraph states that there will be a
core focus on SaaS companies operating within certain sectors.  Please disclose any targeted percentage allocation of the Company’s assets to SaaS companies and/or to each identified
sector.  Also, in the second sentence of this  paragraph, please disclose what “second tier
innovation cities” are.  20. On page 14, the second sentence of the la st paragraph refers to “high potential
investments”.  Please clarify what this term means.  Item 1.  Business — Co-Investment Relief (pages 16 – 17)
 21. The first sentence of this section states th at the Investment Adviser has applied for an
exemptive order from the SEC.  Please disclose th at there is no assurance that exemptive relief
will be granted.  Also, in the second sentence, plea se replace “[p]ursuant to receipt of” with “[i]f
the Company receives”.    Item 1.  Business — Investment Advisory Agreement (page 17)
 22. Please consider disclosing a fee table that conforms to the requirements of Item 3.1 of
Form N-2 adjacent to this section.  Please also  consider disclosing an  expense example that
conforms to the requirements of Instruction 11 to  Item 3.1 of Form N-2.  We believe that such
disclosure would be he lpful to investors.
 23. Under “Management Fee”, please disclose that  the percentage amounts are applied to the
Company’s average net assets, as is disclosed on page 71.
 24. Under “Incentive Fee”, please disclose a gr aphical representation and example showing
calculations of the Incentive Fee.

Blake E. Estes, Esq.
July 13, 2023 Page 5  Item 1.  Business — The Private Offering (pages 17 – 19)
 25. On page 18, the first through seventh bullet points describe  the process to purchase
Shares and the price of Shares.  The disclosu re in the second through seventh bullet points is
confusing and sometimes out of order and/or repetitive.  Please revise these bullet points to clearly describe the process to purchase Shares and the pricing of Shares.     26. On page 18, the first bullet point states th at the Company’s transfer agent can reject
purchase orders for any reason, even if a prospect ive investor is an accredited investor.  Please
disclose the reasons for which the transfer  agent can reject purchase orders.
  27. On page 18, the second to last sentence of th e second bullet point states that if a purchase
order is received less than seven business days prior to the first day of the last quarter, the
purchase order will be executed at the next quarter’s  closing at the transaction price applicable to
that quarter.  Please explain to us how executing purchase orders received less than seven days
prior to the first day of the last quarter at a net asset value calculated for the next quarter’s
closing is consistent with Section 23(b), as a pplicable by Section 63, of the Investment Company
Act of 1940 (“1940 Act”).    28. On page 18, the first sentence of the third bu llet point states that “[g]enerally, within 20
business days after the first calendar day of e ach quarter, the Company will determine its NAV
per Share as of the last calendar day of the immediately preceding quarter, which will be the purchase price for Shares purchased as of such effective date.”  Please delete “[g]enerally, within
20 business days after the first calendar day of each quarter” and revise the remainder of the
sentence so that the NAV per Share that is the purchase price for Shares as of the last calendar day of the preceding quarter is calculated with in 48 hours of the last calendar day of the
preceding quarter.  See Section 23(b), as applicable by Sec tion 63, of 1940 Act.  Also, the last
sentence of the third bullet point refers to “Cut-off  Date”.  Please define this term and disclose
with specificity how such date is determined.
 29. On page 18, the last sentence of  the last bullet point states th at if a subscription request is
not accepted in a current quarter, the purchase order will be automatically rolled into the
following quarter’s Share issuance process.  On  page 19, the first sentence of the first full
paragraph states that, in certain circumstances, purchase orders will be automatically rolled into the following quarter.  Please explain to us how rolling purchase orders into the following
quarter is consistent with Section 23(b), as applicable  by Section 63, of the 1940 Act
 30. On page 18, the third to last sentence and the second to last sentences each refer to
“applicable NAV”.  Please clarify to what “applicable NAV” refers.    Item 1.  Business — Escrow Period (page 19)
 31. The third sentence of this section contai ns a parenthetical which states “one year
following the effective date of the registration statement of which this Registration Statement is a part)”.  Please refer to “registration statem ent” only once in this parenthetical.

Blake E. Estes, Esq.
July 13, 2023 Page 6  Item 1.  Business — Share Re purchase Program (pages 19 – 20)
 32. On page 19, the fourth sentence of this sec tion states that the repurchase request period
will be 15 days after the program has been a nnounced.  Please replace 15 days with 20 full
business days.  See Rule 13e-4(f)(1)(i) under the Exchange Act.
 33. On page 19, the last sentence describes when  the Company will distribute cash to pay for
tenders of Shares.  Please clarify the disclosure regarding the timing of payment.  Also, please revise the disclosure to state that the Company will distribute cash no more than 5 business days after expiration of the repurchase  offer.  Alternatively, please di sclose (i) in an appropriate
location that the Company will invest substantially all of its assets in direct equity investments in private operating companies and (ii) here that investors will receive their cash proceeds no later than 65 days after the expiration of  the applicable tender offer.  See Rule 13e-4(f)(5) under the
Exchange Act; Exchange Act Release No. 34-43069 (July 24, 2000).     34. On page 20, the fourth sentence states that  the Company has no obligation to repurchase
Shares, including if the repurchas e would violate the re strictions on distributions under federal
law or Delaware law.  Please disc lose with specificity to what “restrictions on distributions under
federal law or Delaware law” refers.  Item 1.  Business — Distribution Channel (page 21)
 35. The last sentence of the first paragraph of this section states that the Company will also
offer Shares in a direct-to-c onsumer manner through the use of  a technology platform that will
be available on the Investment Advi ser’s website.  Please explain to us how the sale of Shares in
a “direct-to-consumer manner” through a platform av ailable on the Internet is consistent with the
fact that the Company is making a private offeri ng of its Shares, without registration under the
Securities Act of 1933.    Item 1.  Business — Qualificat ion of Purchasers (page 21)
 36. The disclosure states that the Company intends  to enter into subscription agreements with
investors.  Please tell us whether or not th e Company has granted, or expects to grant,
preferential rights or terms to certain investors th at are not available to other investors, pursuant
to a side letter or otherwise.  If so, please desc ribe to us such rights or terms and the criteria by
which such investors were selected.  Please also  tell us how the granting of such rights or terms
impacts the Company and in