0001398344-20-024849 Sample Contracts

CUSTODY AGREEMENT Dated [ ] Between UMB BANK, N.A. and Bow River Capital Evergreen Fund CUSTODY AGREEMENT
Custody Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian") and Bow River Capital Evergreen Fund, a Delaware statutory trust (the "Fund").

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Bow River Capital Evergreen Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: December 18, 2020
Agreement and Declaration of Trust • December 21st, 2020 • Bow River Capital Evergreen Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Bow River Capital Evergreen Fund, a Delaware statutory trust, made as of August 18, 2020, and as amended and restated on December 18, 2020 by the undersigned Trustees.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this [ ] day of [ ], 2020, by and between Bow River Capital Evergreen Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Delaware

THIS AGREEMENT is made and entered into as of this [ ], 2020, by and among each of the Funds listed on Exhibit A attached hereto (each a Fund, and together, the “Funds”) and Foreside Financial Services, LLC, a Delaware limited liability company (the “Distributor”).

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Delaware

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this [ ], 2020, by and between Bow River Capital Evergreen Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).

INVESTMENT MANAGEMENT AGREEMENT Bow River Capital Evergreen Fund
Investment Management Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Delaware

AGREEMENT made this ___th day of _________, 2020, by and between Bow River Capital Evergreen Fund, a Delaware statutory trust (the “Fund”), and Bow River Asset Management LLC, a limited liability company under the Laws of the State of Colorado (the “Adviser”).

INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Delaware

This Investment Consultant Agreement (the "Agreement") is made and entered into as of [____________], 2020 (the "Effective Date"), by and between Bow River Asset Management, LLC, a Colorado limited liability company (the "Advisor") and Aksia TorreyCove Partners LLC, a Delaware limited liability company ("TorreyCove" or the "Investment Consultant").

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Bow River Capital Evergreen Fund
Expense Limitation and Reimbursement Agreement • December 21st, 2020 • Bow River Capital Evergreen Fund • Delaware

AGREEMENT made as of the ___ day of ____, 2020 by and between Bow River Capital Evergreen Fund, a Delaware statutory trust (the “Fund”), and Bow River Asset Management LLC, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, (the “Adviser”).

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