0001145549-24-036963 Sample Contracts

Bow River Capital Evergreen Fund AMENDED AND RESTATED BY-LAWS
By-Laws • June 13th, 2024 • Bow River Capital Evergreen Fund

These Amended and Restated By-laws (the “By-laws”) of the Bow River Capital Evergreen Fund (the “Trust”), a Delaware statutory trust, are subject to the Trust’s Amended and Restated Agreement and Declaration of Trust dated December 18, 2020, as from time to time amended, supplemented or restated (the “Trust Instrument”). Capitalized terms used herein which are defined in the Trust Instrument are used as therein defined.

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INVESTMENT MANAGEMENT AGREEMENT Bow River Capital Evergreen Fund
Investment Management Agreement • June 13th, 2024 • Bow River Capital Evergreen Fund • Delaware

AGREEMENT made this December 29, 2023, by and between Bow River Capital Evergreen Fund, a Delaware statutory trust (the “Fund”), and Bow River Advisers, LLC, a limited liability company under the Laws of the State of Delaware (the “Adviser”).

INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • June 13th, 2024 • Bow River Capital Evergreen Fund • Delaware

This Investment Consultant Agreement (the “Agreement”) is made and entered into effective as of December 29, 2023 (the “Effective Date”), by and between Bow River Advisers, LLC, a Delaware limited liability company (the “Advisor”), and Aksia CA LLC, a Delaware limited liability company (“Aksia” or the “Investment Consultant”).

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