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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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”).

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

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”).

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”).

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").

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