Apogem Evergreen Fund: 5% Repurchase Offer Closes Nov 16, 2026

What the October 23 notice sets, line by line

The fund calls its structure a “hybrid”: its notice says it “has elected to implement a hybrid repurchase mechanism.” Twice a year it must make a Rule 23c-3 offer, the same legal route an interval fund uses, and it adds discretionary tender offers at the board's option. The October 23 notice is the required kind. It says the fund “has adopted a fundamental policy to conduct semi-annual repurchase offers and is therefore required to make this repurchase offer,” and that shareholders “are not required to take any action.” For the rules behind each route, see what is an interval fund and what is an evergreen fund.

Two details matter to a tax-aware holder. The notice says that “any tender of Shares to the Fund would be treated as a taxable event” with a capital gain or loss, short or long term, depending on the holding period, and points to the fund's prospectus. And the pricing gap is not a formality: the request cannot be withdrawn after November 16, but the price is set two weeks later. For the reporting side of a sale, see Form 8949 and Schedule D for REIT, BDC and interval fund sales.

From Bow River to Apogem: what changed, and the date

The fund began as a private fund in 2020 and became a registered fund on January 4, 2021, after the Bow River Capital Evergreen Private Equity Fund, LP reorganized into it (prospectus, revised October 1, 2026). The adviser was Bow River Advisers, LLC of Denver. On May 21, 2026 the board determined that a deal with Apogem Capital LLC served shareholders' interests; the fund's proxy statement dated July 20, 2026 says New York Life Investment Management Holdings “WILL ACQUIRE THE REMAINING MEMBERSHIP INTERESTS IN the Existing Adviser,” which ended the old advisory agreement automatically and made a shareholder vote necessary. A shareholder letter filed the same month says Apogem, “through its parent company New York Life Investment Management (‘NYLIM’), purchased a 49% stake in Bow River Advisers in 2023.”

Shareholders voted on August 31, 2026. A Rule 424(b)(3) supplement dated September 4, 2026 is the filing that announces the name: “The Fund’s name will be Apogem Evergreen Fund.” (A registered fund files no 8-K; the supplement is the notice.) The prospectus revised October 1, 2026 confirms that “on October 1, 2026, a new investment advisory agreement with New York Life Investment Management LLC ... and a new investment subadvisory agreement with Apogem Capital LLC ... became effective. In connection with these changes, the Fund changed its name to Apogem Evergreen Fund.”

A date to be careful with. EDGAR's name history for CIK 1810256 ends the name Bow River Capital Evergreen Fund on September 23, 2026. The fund's own prospectus puts the name change at October 1, 2026, and its Schedule TO final amendment signed on September 23 is still headed Bow River. We use the prospectus date for when the fund and its advisers changed and read the EDGAR date as the day the SEC record was updated; we have not seen a filing that explains the eight days between them. Sellers need only know that the two names are the same registrant and the same offer.

The new owners are large. The prospectus says Apogem, which “formed in 2022 by the combination of GoldPoint Partners, Madison Capital Funding, and PA Capital,” had about $44 billion under management on June 30, 2026, and NYLIM and its affiliates about $838 billion. The fund itself is $1.28 billion (net assets $1,275,166,737 on June 30, 2026), which puts it among the 25 largest funds in our list of interval funds, where it still appears under the old name.

Twenty offers, one 5% ceiling never reached

The table below is built from the repurchase notes in five annual reports, the years ended March 31, 2022 to 2026. Each year has four offers: a required Rule 23c-3 offer in the spring and again in the fall, and a discretionary tender offer in between (summer and winter). “Share of fund” is the fund-wide percentage of shares bought; the last column is Class II alone. Dollars are Class I plus Class II (our sum).

What the table says:

• The ceiling was far away. The largest window was March 2024 at 2.31% of shares, 46% of the 5% room (our arithmetic: 2.31 / 5). Nine of the 20 offers reached 1% or more; two reached 2%. The last four on record bought 0.91%, 0.88%, 0.88% and 1.42%.
• Dollars rose with the fund, not with the share of fund. Money bought back went from under $1 million a window in 2021 to $17.4 million in March 2026, while net assets grew from $492.2 million (March 31, 2024) to $1,213.6 million (March 31, 2026). That is a larger absolute cheque with a stable percentage.
• The August 2026 result is the latest data, and the least precise. The Schedule TO final amendment (accession 0001213900-26-102567) reports $16,471,542 of Class I and $512,553 of Class II “tendered and accepted” at August 31, 2026, $16,984,095 together (our sum), against a cap of 1,158,282 shares, about $65.4 million at the $56.44 Class I NAV of July 17 (our arithmetic): about 26% of the room. That filing gives dollars only, not a share of fund.
• The May 2026 required offer has no public result. The notice (accession 0001213900-26-047389) set a May 15 deadline and a May 29, 2026 price. The result will be in the next semiannual report.
• Two SEC documents disagree slightly. For three discretionary windows, the Schedule TO final amendment reports a larger Class I dollar figure than the annual report: $3,552,189 against $3,433,925 (August 2024), $7,168,256 against $6,976,146 (August 2025), and $16,622,832 against $16,559,246 (March 2026). The table uses the annual report. We do not know why they differ.

The pattern of the calendar is steady. The four offers of each fiscal year opened in April, July, October and February: April 24, July 25, October 24, 2025 and February 20, 2026 in the latest full year. If the pattern holds, the next discretionary tender would open around February 2027 and the next required offer in April 2027; neither is announced. For other funds with a deadline this quarter, see Q4 2026 redemption and tender deadlines.

If everyone asked at once: the arithmetic of 5%

The annual reports say how much the fund bought, not how much shareholders tendered. So the filings do not show a case in which requests beat the offer, and no filing we read reports a pro rata cut. If one did happen, the rule is simple: the fund buys the offered amount and each seller gets the same fraction of the request. The table shows that fraction at 5%, and at 7% if the board used the extra 2% it may add. Illustrative only: none of these request levels has been reported (our arithmetic).

Two exceptions move the line. The notice says the fund may first take every share from holders of fewer than 100 shares who tender everything, and will take the total tendered for required minimum distributions from an IRA or other plan. A holder in either group is ahead of the pro rata line. The notice adds: “Subsequent repurchase requests will not be given priority over other shareholder requests,” so a partly filled holder re-enters at the back. There is one more structural reason to watch the queue: the prospectus warns that “a significant percentage of the Fund’s shares may be owned or controlled by one or more large shareholders, including shareholders that are affiliated with either the Fund, the Adviser, Sub-adviser or all three,” and that tenders by them could force the sale of holdings at poor times. As of September 15, 2026, no person owned 25% or more.

What it owns

The stated objective is “to generate long-term capital appreciation by investing in a broad portfolio of private equity investments.” The prospectus lists six kinds of holding: direct investments in operating companies, secondary purchases of interests in closed-end private funds, primary commitments to new private funds, liquid credit, other liquid investments such as listed private equity and ETFs, and short-term investments. It warns that the fund “may, at times, be a ‘fund of funds,’” and that “it is generally not expected that the Fund will hold more than 20% of its net assets in cash or cash equivalents for extended periods.”

At March 31, 2026, the schedule of investments split like this, as a share of net assets:

By geography the private holdings were 65.4% North America, 13.2% global and 9.2% Europe. The fund had no borrowings during the year to March 31, 2026 and signed a $125,000,000 revolving credit agreement with City National Bank and UMB Bank on December 23, 2025. Its liquidity is therefore a mix of Treasury bills and short-term holdings (16.1% of net assets, our sum) and the money from new sales, which in the same year ran at 8.7 times the money paid out in repurchases.

The audited Class I total returns for the years ended March 31 were 21.23% (2022), 3.17% (2023), 12.77% (2024), 13.11% (2025) and 13.00% (2026). Through December 31, 2025 the Class I one-year return was 16.18% against 21.09% for the MSCI World Index, the benchmark the fund uses. These are net asset value returns that include the fund's own valuation of private holdings, and past returns are not a prediction. For comparison with other large private equity funds that sell shares to individuals and run their own repurchase windows, see Brookfield's BPEF, EQT's EQPE and Blackstone's BXPE.

What it costs

The fee table does not include performance fees of underlying funds computed on realized gains, so the true cost of the layers is not fully shown. The adviser has an expense limitation agreement capping ordinary operating expenses at 0.50% of month-end net assets through December 29, 2027, but it excludes the management fee, the fees of fund investments, interest, credit-facility costs, distribution fees and taxes, so it protects against little of the 2.74%. In the year to March 31, 2026 the fund paid its adviser $17,613,095 in management fees and its total expenses before income tax were $21,311,404.

A tax detail the prospectus puts in plain sight

The fund is taxed as a regulated investment company, which lets it pass income to shareholders without paying corporate tax if it meets tests on assets, income and payout. The prospectus says: “Due to the Fund’s failure to meet the RIC source-of-income test for its tax years ended September 30, 2023, September 30, 2024 and September 30, 2025, the Fund has paid taxes to preserve its RIC status” for the first two and “expects to pay taxes” for the third. It adds: “However, Bow River Advisers, LLC, the Fund’s predecessor investment adviser, has agreed to bear such costs on behalf of the Fund.”

The accounts show the effect. For the year ended March 31, 2026 the adviser “voluntarily reimbursed $9,319,552 of the income tax expenses which are not subject to recoupment by the Adviser.” At March 31, 2026 the fund carried income tax payable of $5,623,625 and a deferred tax liability of $12,529,455. In the year to March 31, 2025 the fund's net expense ratio was 3.60% including interest and income tax (1.50% of that was income tax), against 2.08% excluding interest and taxes. A holder reading the 2.74% fee table does not see these taxes. The open question for a holder is who bears this cost in future years: the prospectus names the predecessor adviser, Bow River Advisers, not NYLIM, as the party that agreed to bear it, and we found no sentence saying how the new arrangement treats later years. That is a question for the fund, not a conclusion.

For shareholders, the fund sends Form 1099-DIV each year, and the prospectus says it expects to “principally recognize dividends and long-term capital gains.” A tender is a sale of shares; gains and losses go on Form 8949 (see the link above). Whether your own gain is long or short term depends on your holding period, which is a fact for your CPA.

Who can invest, and how much

The prospectus does not use the word “accredited” (our search of its full text). It says shares “are generally being offered only to investors that are either (i) U.S. persons for U.S. federal income tax purposes or (ii) non-U.S. persons” meeting the fund's standards, and adds that “the qualifications required to invest in the Fund will appear in subscription documents that must be completed by each prospective investor.” We have not seen the subscription documents, so we cannot say whether a broker or the fund applies an accredited-investor, qualified-client or other test. For the differences between those tests, see qualified purchaser vs accredited investor.

• Minimum: $50,000 for Class I and $50,000 for Class II, which the fund may waive for officers, trustees and their families. Shares are offered once a month at NAV.
• After a partial sale: the prospectus requires a minimum balance of $50,000 for Class I and $25,000 for Class II. The July 2026 tender offer document stated $100,000 for Class I. The October 23 notice is silent, so ask which applies before tendering part of a position.
• Class II: these shares carry the 0.25% servicing fee that can pay financial intermediaries. The filings do not say who holds them or why their repurchase rates ran higher than Class I's.
• How to tender: through your financial intermediary, or by mail, fax or email to the transfer agent, UMB Fund Services in Milwaukee, using the Repurchase Offer Request Form. The notice lists phone 888-330-3350.

What a holder can do with this

• If you want out in this window: the form must be in good order by 11:59 p.m. Eastern on November 16, 2026. The form says to “allow an appropriate amount of time” for it to reach the fund and to contact your financial intermediary before submitting “to ensure timely processing.”
• If you hold Class II: the past record says your class has been bought back at higher rates than the fund as a whole, but still well under the 5% room.
• If you are staying: the items to watch are the May 2026 result in the next semiannual report, the February 2027 discretionary tender (not announced), whether the tax disclosure changes under NYLIM, and whether the fund's share of sales to repurchases narrows from 8.7 times.
• If you are weighing a purchase: a 2.74% to 2.99% expense table, a one-year 2.00% fee and valuations that rest on managers' reports are the terms to put next to a $50,000 minimum.
• Taxes: a tender is a sale. Selling inside a year adds the 2.00% fee, and the fund-level tax issue is not on your 1099-DIV. Run the numbers with a CPA before the November 16, 2026 deadline.

FAQ

All figures are from SEC filings of CIK 1810256 read on EDGAR on October 26, 2026: Form N-23C3A of October 23, 2026 (0001213900-26-112082) and of April 24, 2026 (0001213900-26-047389); the 424B3 supplement of September 4, 2026 (0001213900-26-097588) and the prospectus revised October 1, 2026 (0001213900-26-105523); the proxy statement of July 20, 2026 (0001213900-26-079496) and shareholder letter (0001213900-26-079923); annual reports on Form N-CSR for the years ended March 31, 2022 to 2026 (0001398344-22-011708, 0001213900-23-047441, 0001213900-24-050883, 0001213900-25-052594, 0001213900-26-065701); Schedule TO filings of February 20 and July 24, 2026 (0001213900-26-018765, 0001213900-26-081488) and final amendments (0001213900-24-082074, 0001213900-25-094460, 0001213900-26-053927, 0001213900-26-102567); Form N-PORT for June 30, 2026 (0001193125-26-363779); and EDGAR's submissions record for the name history. Where a number is our own sum or ratio it is marked “our arithmetic” or “our sum.” This page explains rules and numbers and is not personal investment or tax advice; your facts decide.