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Blake Estes
Direct Dial:
212-210-9415
Email: blake.estes@alston.com
August 22, 2023
VIA EDGAR
Anu Dubey
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20549
Re:
BIP Ventures Evergreen BDC; File No. 000-56550
Dear Ms. Dubey:
This letter sets forth the response of our client, BIP
Ventures Evergreen BDC (the "Company"), to the comments from the
staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "SEC") pertaining to the Company's Form 10-
12G/A, filed on August 10, 2023 (the "Form 10").
1. Comment: Remove the word "Venture" from the name of the
Company or otherwise revise the Company name so that the words
"Venture" and "Fund" are not next to each other.
Response: In response to the Staff's comment, the Company
has revised its name to "BIP Ventures Evergreen BDC."
2. Comment: Does the Company impose an investment minimum for
initial subscriptions? If yes, what is the investment minimum
for initial subscriptions? If not, disclose that the Company
will not invest more than 15% of its net assets in funds relying
on Section 3(c)(1) and/or Section 3(c)(7) of the Investment
Company Act of 1940, as amended.
Response: The Company confirms that the investment minimum
for initial subscriptions is $10,000, which we understand
to be less than the SEC staff requires for a fund that
invests more than 15% of its net assets in funds relying on
Section 3(c)(1) and/or Section 3(c)(7) of the Investment
Company Act of 1940, as amended (the "Investment Company
Act"). Accordingly, in response to the Staff's comment, the
Company undertakes to revise the disclosure to state that
the Company will not invest more than 15% of its net assets
in funds relying on Section 3(c)(1) and/or Section 3(c)(7)
of the Investment Company Act.
3. Comment: Please clarify how the Company implements a
venture capital strategy. If the Company invests in small- and
medium-sized companies as a principal strategy, please state
that in the "Principal Strategies" section.
Response: The Company intends to engage in a venture
capital strategy by providing early-stage and growth-stage
equity capital to small- and medium-sized businesses. In
response to the Staff's comment, the Company undertakes to
include additional disclosure stating that it invests in
small- and medium-sized companies as part of its principal
investment strategy.
4. Comment: Disclose the specific types of technology that
are included in the term "frontier technology."
Response: In response to the Staff's comment, the Company
undertakes to include additional disclosure clarifying the
types of technologies included in the term "frontier
technology."
5. Comment: If the fund will invest in any types of
cryptocurrencies, we will have additional comments.
Alternatively, disclose prominently on pages 4 and 6 that the
fund will not invest directly or indirectly in any
cryptocurrencies.
Response: In response to the Staff's comment, the Company
undertakes to include prominent disclosure that the Company
will not invest directly or indirectly in any
cryptocurrencies.
6. Comment: On pages 4 and 5, continue the bullets for each
of the risk factors listed on those pages.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
7. Comment: Please revise the following sentence on page 6,
"The Company may also invest on an opportunistic basis in "non-
qualifying" investments, such as investments in non-U.S.
companies that otherwise meet the Company's objectives and
strategies" to state that Company may invest up to 30% in non-
qualifying assets.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
8. Comment: On page 8 in the Investment Objectives section,
please revise the first sentence to be consistent with the
revised disclosure in the first and second sentences in the
third paragraph on page 6.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
9. Comment: On page 8 in the Investment Objectives section,
please state that the Company may invest up to 30% in companies
that are not eligible portfolio companies under the 1940 Act.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
10. Comment: We note that the Company has not yet filed its
Form N-54A election. Please tell us if the Company will rely on
Section 3(c)(1) of the Investment Company Act during the time
that it is accepting purchase orders but has not yet commenced
operations.
Response: The Company confirms that it intends to file its
Form N-54A election on August 23, 2023.
11. Comment: On page 14 in the Private Offering section,
replace the phrase "end of the immediately preceding quarter"
with the phrase "last day of the immediately preceding quarter."
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
12. Comment: On page 16 in the Share Repurchase Program
section, related to the disclosure that investors will receive
their cash proceeds no later than 65 days after the expiration
of the applicable tender offer, please disclose on page 6 that
the Company will invest substantially all of its assets in
direct equity investments in private operating companies.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
13. Comment: If the Company will invest in the Southwest and
Midwest regions of the United States as a principal investment
strategy, please state that.
Response: In response to the Staff's comment, the Company
undertakes to include disclosure stating that investing in
the Southwest and Midwest regions of the Unites States is
not a principal investment strategy. The geographic
location of the Company's portfolio companies is part of
its investment strategy, but it is not a required criterion
14. Comment: Explain to us how the Company can identify BIP
Ventures as its adviser when BIP Ventures is a business name
used only in Georgia according to its Form ADV.
Response: As identified in the Form ADV for BIP Capital,
LLC, BIP Ventures is the business name used by BIP Capital,
LLC to conduct its investment advisory business. BIP
Capital, LLC's sole office is in Georgia and, as set forth
in Section 1.B. of BIP Capital, LLC's Form ADV, BIP
Ventures identifies Georgia as the sole jurisdiction in
which it provides advisory services to its clients.
15. Comment: Please revise the disclosure in the section
describing the subscription process to state that any
subscriptions not accepted by the Company in a quarterly closing
must be resubmitted by the investor, rather than "rolled" to the
next quarter's closing, for the investor's purchase order to be
considered for the next quarter's closing.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
16. Comment: Please revise the disclosure to state that the
Company's right to refuse to accept a subscription for shares
for any reason does not include a right to remove an investor
whose subscription has been accepted.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
17. Comment: Please state explicitly in the disclosure that
the per-share purchase price determined by the Investment
Adviser, as valuation designee, will equal the then-current NAV
per share.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
18. Comment: We note the withdrawal notice on EDGAR for the
Company's previously filed application for co-investment
exemptive relief. Please clarify the disclosure stating that the
Company has applied for such exemptive relief.
Response: The Company intends to file a new application for
co-investment exemptive relief. In response to the Staff's
comment, the Company undertakes to revise the disclosure
accordingly..
19. Comment: Indicate in the Exhibit Index that the Custodian
Agreement and the Transfer Agent Services Agreement contain
redacted information.
Response: In response to the Staff's comment, the Company
undertakes to revise the disclosure accordingly.
20. Comment: Explain to us why the redacted information in the
Custody Agreement and the Transfer Agent Services Agreement is
not material.
Response: In response to the Staff's comment, the Company
undertakes to revise these exhibits to narrow the scope of
redacted information to only commercially sensitive and
personal information. The Company respectfully notes that
remaining redacted information in the Custody Agreement and
the Transfer Agent Services Agreement contain commercially
sensitive and personal information, including fee schedules
and individual contact information, which the Company
believes would not be material to an investor's
determination to purchase the Company's securities.
If you have any further questions or comments, please do not
hesitate to contact me at (212) 210-9415.
Sincerely,
/s/ Blake Estes
Blake Estes
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
Alston & Bird LLP www.alston.com
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