Bow River Asset Management LLC

Item 5:       Fees & Compensation
  The following is a general description of the fees, compensation and other expenses of the Private Funds.
  Each Private Fund’s governing document describes fees, compensation and expenses in greater detail.
  Investors should refer to the governing documents of the applicable Fund for a complete understanding
  of how Bow River Capital is compensated for its advisory services. The information provided herein is
  qualified in its entirety by such governing documents.

  With respect to each Private Fund, the respective General Partner, in its sole discretion, is permitted to
  enter into side letters and other agreements granting more favorable rights or terms to specific
  investors. These rights or terms may include among other items: special rights with respect to future
  investment capacity, rights to receive additional, more frequent or specialized reports, and rights to
  reduced or waived performance fees, breakpoints, limits, co-investments and/or management fees. The
  General Partner may base its waiver and/or discount decision upon certain criteria, including but not
  limited to historical relationship, anticipated future investments, and/or size of investment.

  Bow River Capital does not receive management or performance-based fees from Executive Funds that
  invest in or alongside the Private Funds. As a result, the fee-adjusted performance of an Executive Fund
  will generally be higher than its parallel fund counterparts. Investments in Executive Funds are typically
  only made available to current or former employees, family of employees, service providers, or other
  related parties of the firm or its affiliates in the discretion of the General Partner.

  Management Fee Payable to Bow River Capital

  The Private Funds generally compensate Bow River Capital for its advisory services through the
  payment of a management fee (the “Management Fee”). The table below summarizes the Management
  Fee applicable to each Private Fund and/or strategy. Additional information is described in the
  governing documents of each applicable Private Fund.

                                         Management                                                 Payment
          Fund/Strategy                                            Basis           Frequency
                                       Fee (per annum)                                               Timing
Private Equity (2017 & Cayman PE                                                                       In
Funds)                                                                                              arrears*
                                                                                                       In
Private Equity (2022 PE Funds)
                                                                Total capital                       advance
                                             2.00%                                  Monthly
Software Growth Equity (2019                                   commitments                             In
Funds)                                                                                              advance
Software Growth Equity (2023                                                                           In
Funds)                                                                                              arrears*

                                                                                                           In
Real Estate (2016 & 2018 Funds)
                                                                  Total capital                         arrears*
                                               2.00%                                    Monthly
                                                                 commitments                               In
Real Estate (2021 Funds)
                                                                                                        advance
                                                                   Gross asset
Real Estate OZ Funds                           0.5%                                    Quarterly        In arrears
                                                                value (pro rata)
Real Estate (Multi-Family Dislocation                             Total Capital                             In
                                         Applicable Rate**                              Monthly
Fund)                                                            Commitments                             advance
                                         1.50% (Founders
Private Credit (Asset-Based Finance                               Total AUM                                 In
                                           Class: 0.75% -                              Quarterly
Funds)                                                          (Capital + Debt)                         advance
                                              1.00%)
                                                                  Committed
                                                                  capital (per                              In
Closed – End Venture Capital Funds         0.50% - 0.70%                               Quarterly
                                                                    Limited                              advance
                                                                   Partner)
                                            Charter Class
                                          (pre-transition):
                                               0.00%                                                    In arrears
                                                                 Net asset value
                                            Charter Class                                                (payable
...

Item 7:      Types of Clients
Bow River Capital only provides investment advisory services to the Private Funds, including Executive
Funds and Co-Investment Vehicles, as described above. The minimum capital commitment for each
Private Fund generally ranges from $500,000 (for individuals) to $5,000,000 (for institutions)
depending on certain characteristics of the Investors. Bow River Capital maintains discretion, however,
to accept less than the minimum investment threshold. The Private Funds are offered privately to a
limited number of sophisticated investors, including institutional investors (including non-U.S. financial
institutions), foundations, fund-of-funds, family offices and high-net worth individuals who qualify to
invest in the Private Funds because they meet applicable income, net worth, or other eligibility
requirements as determined by the SEC from time to time, including qualification as accredited investors
or other eligible investor classifications under applicable law. Each Private Fund’s minimum capital and
investor qualification requirements are set forth in the Private Fund’s offering and/or governing
documents and each Investor is furnished with a copy of the partnership agreement (or equivalent - -
e.g., operating agreement) and other governing documents which detail the terms, conditions and risks
regarding the investment. In addition, the General Partner of each Private Fund will make a capital
commitment to the Private Funds, which is typically funded through investments by employees and

affiliates of Bow River Capital either directly or indirectly.

Bow River Capital offers opportunities to invest in a Co-Investment Vehicles in its sole discretion, based
on factors as it deems relevant, to one or more (but not all or necessarily any) Private Fund investors,
affiliates of Bow River Capital, and/or third parties on substantially the same terms as the applicable
Private Fund.

In determining whether to offer any portion of an investment opportunity as a co-investment, Bow River
Capital will take into account its fiduciary duties of loyalty and care to its Private Funds and Private Fund
investors. Bow River Capital may not make decisions with respect to investment allocations that place
the interest of the firm, its affiliates, or third parties over the interests of the Private Funds. However,
Bow River Capital may, in its sole discretion, determine to make a percentage of an investment
opportunity available for co-investment upon due consideration of the facts and circumstances
surrounding the investment, including such factors as: (i) available Private Fund capital; (ii) portfolio
diversification and concentration; (iii) strategic investment considerations; and (iv) management of the
Fund’s overall investment portfolio risk.

Allocation of co-investment opportunities will be made on a case-by-case basis as they arise and Bow
River Capital may determine to provide priority rights with respect to future co-investment
opportunities generally to certain investors (but not to other investors, including similarly situated
investors) or other persons pursuant to commitments, arrangements, side letters or other agreements
between Bow River Capital and such persons at any time, including during an investor’s initial
subscription to the Fund. In selecting potential co-investors, Bow River may consider a variety of factors
including, without limitation, (i) its evaluation of the size and financial resources of the potential co-
investor and Bow River’s perception of the ability of that individual or entity (in terms of, for example,
staffing, expertise and other resources) to efficiently and expeditiously participate in the investment
opportunity with the Fund without harming or otherwise prejudicing the Fund particularly when an
opportunity is time-sensitive in nature; (ii) its evaluation of whether the potential co-investor is likely
to provide strategic value with respect to a particular investment, such as having relevant sector
experience; (iii) the amount a particular co-investor has committed to the Fund and/or other investment
vehicles managed by Bow River; (iv) the potential willingness of such investor to commit new or
additional capital to the Fund and/or other investment vehicles managed by Bow River; (v) its
evaluation of its past experiences and relationships with the potential co-investor; (vi) its evaluation of
whether the investment opportunity may subject the potential co-investor to legal, regulatory,
reporting, public relations, media or other burdens that make it less likely that the potential co-investor
would act upon the investment opportunity if offers; and (vii) the potential co-investor’s stated desire
to participate in co-investments.

Bow River Capital may, in its sole discretion, require (or not require) such co-investors to pay a
performance-based fee, management fee and other costs and fees with respect to any co-investment,
and such charges (if any) are typically different from the carried interest, management or other costs
and fees charged to investors in the Fund. As a result of these differences, it is likely that the returns to
the Fund investors will differ from the returns to the co-investors with respect to the same investment.
In almost all cases, the fees associated with co-investments will be less than for the corresponding
Private Fund and, therefore, the performance of co-investors with respect to the specific asset(s) in
question will be higher.

In the event Bow River Capital is not successful in offering a co-investment opportunity with respect to
a specific investment, it is possible that the transaction (i) may not be consummated and the Fund will
forego the investment opportunity, or (ii) may result in the Fund acquiring a greater concentration in

the investment opportunity than originally intended, resulting in an increase in the Fund’s exposure to
...