AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of November 3, 2026, to the Second Amended and Restated Investment Advisory Agreement, dated and effective as of January 1, 2025 (the “Advisory Agreement”), is made by and between BIP Ventures Evergreen BDC, a Delaware statutory trust (herein referred to as the “Fund”), and BIP Capital, LLC, a Delaware limited liability company (herein referred to as the “Adviser”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Advisory Agreement.
RECITALS
WHEREAS, the Fund and the Adviser are parties to the Advisory Agreement;
WHEREAS, the Fund and the Adviser desire to amend the Advisory Agreement to clarify that the Management Fee is calculated on the basis of the Fund’s net assets attributable to common shareholders; and
WHEREAS, the Board of Trustees of the Fund (the “Board”), including a majority of the Trustees who are not “interested persons” of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), approved this Amendment at a meeting of the Board held on November 3, 2026.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Fund and the Adviser hereby agree as follows:
1. Amendment to Section 5(b) of the Advisory Agreement. Effective as of the date first written above, Section 5(b) of the Advisory Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“(b) Management Fee. The Management Fee shall be payable quarterly in arrears, at an annual rate of: (i) 1.75% of the Fund’s average net assets attributable to common shareholders if the Fund’s total net asset balance attributable to common shareholders is less than $500,000,000; and (ii) 1.50% of the Fund’s average net assets attributable to common shareholders if the Fund’s total net asset balance attributable to common shareholders is equal to or greater than $500,000,000. The average net asset balance attributable to common shareholders will be the average of the Fund’s total net asset balance attributable to common shareholders at the end of the two most recently completed calendar quarters.”
2. Clarification; No Increase in Compensation. The parties acknowledge and agree that the amendment effected by Section 1 of this Amendment is intended solely to clarify the basis on which the Management Fee is calculated and is not intended to, and shall not, increase the compensation payable to the Adviser under the Advisory Agreement.