0001013762-24-001716 Sample Contracts

CUSTODY AGREEMENT Dated October 22, 2020 Between UMB BANK, N.A. and Bow River Capital Evergreen Private Equity Fund CUSTODY AGREEMENT
Custody Agreement • July 29th, 2024 • 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 Private Equity Fund, a Delaware statutory trust (the "Fund").

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 29th, 2024 • Bow River Capital Evergreen Fund

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 22 day of October, 2020, by and between Bow River Capital Evergreen Private Equity 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 • July 29th, 2024 • Bow River Capital Evergreen Fund • Delaware

THIS AGREEMENT is made and entered into as of this 27th day of April, 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 • July 29th, 2024 • Bow River Capital Evergreen Fund

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 22 day of October, 2020, by and between Bow River Capital Evergreen Private Equity 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 BY-LAWS
By-Laws • July 29th, 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.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • July 29th, 2024 • Bow River Capital Evergreen Fund • Delaware

THIS AGREEMENT made this 27th day of April, 2020 by and between Bow River Asset Management LLC, a Colorado limited liability company (the “Adviser”), and Foreside Financial Services, LLC, a Delaware limited liability company (the “Distributor”).