INDEPENDENT VERDICT
MEP Evergreen Fund, L.P. is one of the more transparent recent private-fund cases because the SEC Form D and a separate SEC-filed institutional portfolio disclosure reveal different layers of the same strategy. The September 10, 2026 amendment reports $71.8 million sold to 19 investors, up from $29.55 million in April 2025, meaning another $42.25 million of securities sales became visible over roughly seventeen months. The fund is a 2024 Delaware limited partnership relying on Rule 506(b) and Section 3(c)(7), with a $50,000 minimum and an indefinite offering designed to last more than one year. MEP Capital's own website identifies its broader strategy as flexible debt and equity financing across overlooked, intellectual-property-backed media opportunities. Unlike an ordinary blind-pool private equity fund, the Evergreen vehicle appears designed to recycle and continuously hold credit exposure linked to recurring media cash flows rather than wait for one fixed vintage to mature.
THE MOST DISTINCTIVE EVIDENCE COMES FROM AN UNRELATED REGISTERED FUND THAT ACTUALLY INVESTED IN MEP EVERGREEN
SEC-filed financial statements for Variant Alternative Income Fund identify MEP Evergreen Fund as a private investment holding and describe its strategy in unusually specific terms: providing capital to the underserved middle market of the media industry, primarily through credit opportunities backed by comparatively reliable and uncorrelated cash flows. The disclosed verticals include film, music, television, eBooks, video gaming and online video. Those filings also reveal economics not shown in Form D: a 1.50% management fee, 15% incentive allocation, withdrawal requests twice per year with 45 days' notice and a one-year lockup. Investors seeking liquidity after the lockup can be moved into a runoff account and receive capital back as underlying investments become liquid. That structure explains why "Evergreen" does not mean daily or even ordinary open-end liquidity; investors may request withdrawals periodically, but repayment ultimately remains constrained by the liquidity of private media-credit assets.
THE SAME THIRD-PARTY FILINGS SHOW A REAL INSTITUTIONAL INVESTOR BUILDING ITS POSITION OVER TIME
Variant's SEC filings provide rare outside evidence that MEP Evergreen is not simply a Form D shell. Its reported exposure had a cost of roughly $5.75 million by September 2025 and later increased to about $6.45 million, while a more recent SEC portfolio schedule valued the position at approximately $8.09 million. Earlier disclosures also showed a $10 million total commitment with roughly $4.25 million still unfunded at one reporting date. Those figures belong to Variant's investment in MEP Evergreen, not to MEP's overall fund NAV, but they independently establish institutional participation and ongoing capital calls. This is much stronger evidence than relying solely on MEP's marketing materials: the investor's own SEC-filed financial statements disclose both the commitment and the fund terms.
MEP'S OPERATING HISTORY ALSO MAKES THE MEDIA-CREDIT THESIS TRACEABLE BEYOND THE FUND NAME
MEP Capital Management, LLC is an SEC-registered adviser under CRD 304299 and SEC file 801-122758. Its 2026 adviser data reports approximately $507 million in regulatory assets under management across 21 accounts, while the official MEP website describes long-term investing in media and entertainment through both debt and equity. The firm publicly identifies Andrew Kotliar, Matt Cohen, Elizabeth Zavoyskiy and Ari Kleinman on its team; the exact four names also appear as executive officers in the Evergreen Fund's Form D. MEP's website lists examples such as Sound Royalties, which advances capital against music royalty streams; West Side Pictures, a library of film and television rights; ElevenPoint Sports, which finances football teams and leagues against player-transfer receivables, media rights and other revenue; and Good Games Group. These examples do not prove that MEP Evergreen itself owns each investment, but they demonstrate the types of contractual or IP-backed cash flows around which the manager has built its broader platform.
THE FUND ALSO SITS BESIDE A LONGER SERIES OF MEP VEHICLES RATHER THAN REPLACING THEM
MEP has previously operated MEP Capital II, MEP Capital III, MEP Capital Fund IV, MC Media & IP vehicles and specific co-investment structures. Public registered-fund disclosures separately classify holdings in MEP Capital II, III and IV under a royalties strategy, while the Evergreen fund is described primarily as media credit. That distinction is important. The new Evergreen structure appears to broaden MEP's financing toolkit while changing the duration model: earlier MEP partnerships operate more like traditional finite-life private funds, whereas Evergreen allows new subscriptions over time and offers limited periodic liquidity after the initial lockup. The September Form D also identifies Castle Hill Capital Partners, Inc., CRD 44131, as the sales-compensation recipient authorized across all states, although the issuer reports $0 of sales commissions and finder's fees in the Form D fields. The actual placement economics, if any, therefore need to be read from engagement and offering documents rather than assumed from the $0 field alone.
FINAL ASSESSMENT
MEP Evergreen Fund is defined by a combination of five unusually strong pieces of evidence: SEC sales increased from $29.55 million to $71.8 million; investor count reached 19; an independent SEC-reporting fund has committed real capital to MEP Evergreen and publicly valued that position; those institutional filings disclose a 1.5% management fee, 15% incentive allocation and a one-year lockup followed by semiannual withdrawal windows; and MEP's official platform clearly specializes in intellectual-property and cash-flow-backed media finance. The central diligence issue is therefore not whether the strategy exists, but how the underlying loans and media rights are underwritten. Investors should examine borrower concentration, advance rates, collateral ownership, waterfall priority, duration of royalty or receivable streams and what happens when a redemption request encounters illiquid underlying assets.
SEC SNAPSHOT
Issuer: MEP Evergreen Fund, L.P. CIK: 0002064766 SEC Form: Form D/A Accession No.: 0002064766-26-000001 Latest Filing Date: September 10, 2026 Original Filing Date: April 15, 2025 Year Organized: 2024 Jurisdiction: Delaware Principal Address: 244 Madison Ave., #1214, New York, NY 10016 Telephone: 917-593-6414 Industry Classification: Other Banking & Financial Services Investment Company Act Exclusion: Section 3(c)(7) Offering Exemption: Rule 506(b) Security Types: Equity / Pooled Investment Fund Interests Offering Amount: Indefinite Amount Sold - April 2025: $29,550,000 Amount Sold - September 2026: $71,800,000 Incremental Increase: $42,250,000 Investors: 19 Minimum Investment: $50,000 First Sale: January 1, 2025 Offering Duration Over One Year: Yes Sales Commissions Reported: $0 Finder's Fees Reported: $0 Placement Recipient: Castle Hill Capital Partners, Inc. Placement Firm CRD: 44131 Related Person: Andrew Mikhailovich Kotliar Related Person: Matt Jonathan Cohen Related Person: Elizabeth Ester Zavoyskiy Related Person: Ari Kleinman
EVERGREEN ECONOMICS / LIQUIDITY PENETRATION
Management Fee: 1.50% per annum according to SEC-filed institutional investor disclosure Incentive Allocation: 15% according to SEC-filed institutional investor disclosure Lockup: One year Withdrawal Frequency: Twice per year Withdrawal Notice: 45 days Immediate Redemption After Notice Guaranteed: NO Runoff Account Mechanism: YES Capital Returned as Underlying Investments Become Liquid: YES Evergreen Means Daily Liquidity: NO Fund Strategy Primarily Credit: YES Target Sector: Media middle market
MEDIA CREDIT STRATEGY
Film: Targeted Music: Targeted Television: Targeted eBooks: Targeted Video Gaming: Targeted Online Video: Targeted IP-Backed Opportunities: Confirmed by MEP official website Debt Financing: YES Equity Financing: YES Recurring / Contractual Media Cash Flow Focus: YES
Examples Publicly Shown by MEP: Sound Royalties West Side Pictures ElevenPoint Sports Good Games Group
All Those Investments Proven to Be Held Directly by MEP Evergreen: NO
INSTITUTIONAL INVESTOR EVIDENCE
Public Investor Evidence: Variant Alternative Income Fund MEP Evergreen Position Publicly Disclosed in SEC Financial Statements: YES Reported Historical Cost: Approximately $5.75 million at one 2025 reporting date Later Reported Investment Amount: Approximately $6.45 million More Recent Reported Fair Value: Approximately $8.09 million Publicly Disclosed Total Commitment at September 30, 2025: $10,000,000 Publicly Disclosed Unfunded Commitment at September 30, 2025: Approximately $4,247,039 Those Figures Equal Total MEP Evergreen AUM: NO Usefulness: Independent evidence of institutional capital, fund economics and liquidity terms
MANAGER / WEBSITE PENETRATION
Public Brand: MEP Capital Investment Adviser: MEP Capital Management, LLC CRD: 304299 SEC File No.: 801-122758 SEC Registration Effective: November 24, 2021 Official Website: mepcap.com 2026 Regulatory AUM: Approximately $507 million 2026 Client Accounts: 21 Official Website Identifies SEC Registration: YES Andrew Kotliar Official Team Role: Founder / Partner Matt Cohen Official Team Role: Partner Elizabeth Zavoyskiy Official Team Role: Investment professional Ari Kleinman Official Team Role: Finance / operations leadership All Four Appear in MEP Evergreen SEC Filing: YES
HISTORICAL FUND PENETRATION
MEP Capital II, L.P.: Confirmed MEP Capital III, L.P.: Confirmed MEP Capital Fund IV, L.P.: Confirmed MEP Capital Parallel Fund II, L.P.: Confirmed MC Media & IP III, LLC: Confirmed MEP Co-Investment Vehicles: Confirmed Earlier MEP Funds Publicly Classified in Institutional Filings as Royalties Exposure: YES MEP Evergreen Primarily Described as Credit Strategy: YES MEP Evergreen Identical to Fund IV: NO MEP Evergreen Simply a Renamed Legacy Fund: NO
CORE INVESTOR QUESTIONS
What percentage of MEP Evergreen is senior secured credit versus subordinated credit or equity How much exposure is backed directly by copyrights, royalties or media receivables What advance rates are applied against contracted cash flows What are the largest borrower and media-property concentrations How are film and television revenue projections stressed How are music royalties valued Does the fund finance individual works, catalogs, companies or all three What percentage of investments are fixed-rate versus floating-rate What is weighted-average loan duration How much leverage does the fund itself employ What happens if a streaming platform, distributor or rights buyer defaults How are intellectual-property liens perfected Who controls collection accounts What percentage of NAV is currently available to meet redemptions How long have investors historically remained in runoff accounts Can withdrawal requests be gated or suspended How is the 15% incentive allocation calculated Is there a hurdle rate or high-water mark How is Castle Hill Capital Partners compensated despite $0 commissions reported in Form D Who serves as fund administrator, auditor and custodian How are investments allocated among Evergreen, Funds II-IV and MEP co-investment vehicles
PRIMARY EVIDENCE REVIEWED
SEC Form D/A for MEP Evergreen Fund, L.P. filed September 10, 2026. Original and amended 2025 Form D records for MEP Evergreen Fund. SEC-filed Variant Alternative Income Fund financial statements identifying MEP Evergreen as an underlying private investment. SEC-filed institutional disclosure describing MEP Evergreen's strategy, 1.5% management fee, 15% incentive allocation, one-year lockup and semiannual withdrawal mechanics. SEC-filed institutional commitment schedules showing committed and unfunded capital to MEP Evergreen. MEP Capital official website. MEP Capital official team biographies. MEP Capital Management, LLC SEC adviser data. Historical SEC filings for MEP Capital II, MEP Capital III, MEP Capital Fund IV and related MEP vehicles. Public media-financing records used to cross-check MEP's operating and investment history.
IMPORTANT FORM D NOTICE
The $71,800,000 reported in MEP Evergreen Fund, L.P.'s September 2026 Form D/A represents securities sold by that specific issuer and should not be confused with MEP Capital Management's approximately $507 million of regulatory assets under management. Likewise, the approximately $8.09 million position disclosed by Variant Alternative Income Fund is one investor's reported fair value, not MEP Evergreen's total NAV. The 1.5% management fee, 15% incentive allocation and withdrawal mechanics come from SEC-filed investor disclosures and should still be reconciled with the current MEP partnership agreement before investment. Form D and adviser registration confirm regulatory filings and identities; they do not constitute SEC approval or endorsement of MEP, its portfolio or future returns.