EXHIBIT 99-H-1
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FUND ACCOUNTING
SERVICE AGREEMENT
Between
NEW RIVER FUNDS
and
[GRAPHIC OMITTED][GRAPHIC OMITTED]
GEMINI
FUND SERVICES, LLC
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INDEX
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1. APPOINTMENT AND DELIVERY OF DOCUMENTS...................................3
2. DUTIES OF GFS...........................................................4
3. FEES AND EXPENSES.......................................................6
4. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE..........................8
5. REPRESENTATIONS AND WARRANTIES.........................................10
6. CONFIDENTIALITY........................................................11
7. PROPRIETARY INFORMATION................................................11
8. ADDITIONAL FUNDS AND CLASSES...........................................12
9. ASSIGNMENT.............................................................12
10. EFFECTIVE DATE AND TERMINATION.........................................12
11. DISASTER RECOVERY......................................................13
12. LIAISON WITH ACCOUNTANTS...............................................13
13. MISCELLANEOUS..........................................................13
SCHEDULE A...................................................................16
SCHEDULE B...................................................................17
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NEW RIVER FUNDS
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made as of the ____ day of September, 2003 by and between
New River Funds, a Delaware statutory trust, having its principal office and
place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"),
and Gemini Fund Services LLC, a Nebraska limited liability company having its
principal office and place of business at the Hauppauge Corporate Center, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("GFS").
WHEREAS, the Trust is an open-end management investment company
registered with the United States Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue shares ("Shares") in
separate series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust offers Shares in the series listed in Schedule A
hereof (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 8, being herein referred to as a "Fund," and collectively as the
"Funds"); and
WHEREAS, the Trust desires that GFS perform fund accounting services
for each Fund and GFS is willing to provide those services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Trust and GFS hereby agree as follows:
1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Trust, on behalf of each Fund listed in Schedule A,
hereby appoints GFS to provide accounting services for the
Trust as described hereinafter, for the period and on the
terms set forth in this Agreement. GFS accepts such
appointment and agrees to furnish the services herein set
forth in return for the compensation as provided in Section
3 of this Agreement.
(b) In connection therewith, the Trust has delivered to GFS
copies of:
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(i) the Trust's Agreement and Declaration of Trust and
Bylaws (collectively, as amended from time to time,
"Organizational Documents");
(ii) the Trust's Registration Statement on Form N-1A and
all amendments thereto filed with the SEC pursuant
to the Securities Act of 1933, as amended
("Securities Act"), and the 1940 Act ("Registration
Statement");
(iii) the Trust's notification of registration under the
1940 Act on Form N-8A as filed with the SEC;
(iv) the Trust's current Prospectus and Statement of
Additional Information for each Fund (collectively,
as currently in effect and as amended or
supplemented, the "Prospectus");
(v) the current plan of distribution adopted by the
Trust under Rule 12b-1 under the 1940 Act ("Plan");
and
(vi) procedures adopted by the Trust in accordance
with Rule 17a-7 under the 1940 Act with respect to
affiliated transactions.
(c) The Trust shall promptly furnish GFS with all amendments of
or supplements to the foregoing, deliver to GFS a certified
copy of the resolution of the Board of Trustees of the
Trust (the "Board") appointing GFS as fund accountant and
authorizing the execution and delivery of this Agreement.
2. DUTIES OF GFS
(a) FUND ACCOUNTING SERVICES. GFS may from time to time adopt
procedures, or modify its procedures, to implement the
terms of this Section. With respect to each Fund, GFS shall
provide the following services subject to, and in
compliance with, the objectives, policies and limitations
set forth in the Trust's Registration Statement, the
Trust's Agreement and Declaration of Trust, Bylaws,
applicable laws and regulations, and resolutions and
policies implemented by the Board:
(i) Timely calculate the net asset value per share with
the frequency prescribed in each Fund's
then-current Prospectus and transmit the Fund's net
asset value to NASDAQ, and communicate such net
asset value to the Trust and its transfer agent;
(ii) Calculate each item of income, expense, deduction,
credit, gain and loss, if any, as required by the
Trust and in conformance with generally accepted
accounting practices ("GAAP"), SEC Regulation S-X
(or any successor regulation) and the Internal
Revenue Code of 1986, as amended (or any successor
laws)("Code");
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(iii) Prepare and maintain on behalf of the Trust all
books and records of each Fund, as required by Rule
31a-1 under the 1940 Act, and as such rule or any
successor rule, may be amended from time to time,
that are applicable to the fulfillment of GFS'
duties hereunder, as well as any other documents
necessary or advisable for compliance with
applicable regulations as may be mutually agreed to
between the Trust and GFS. Without limiting the
generality of the foregoing, GFS will prepare and
maintain the following records upon receipt of
information in proper form from the Fund or its
authorized agents:
o Cash receipts journal
o Cash disbursements journal
o Dividend record
o Purchase and sales - portfolio securities
journals
o Subscription and redemption journals
o Security ledgers
o Broker ledger
o General ledger
o Daily expense accruals
o Daily income accruals
o Securities and monies borrowed or loaned and
collateral therefore
o Foreign currency journals
o Trial balances
(iv) Make such adjustments over such periods as the
Trust's administrator deems necessary, and
communicates to GFS in writing, to reflect
over-accruals or under-accruals of estimated
expenses or income;
(v) Provide the Trust and New River Advisers LLC, the
Trust's manager, and each sub-adviser to the Funds
of the Trust (collectively referred to as the
"Advisers") with daily portfolio valuation, net
asset value calculation and other standard
operational reports as requested from time to time;
(vi) Provide all raw data available from its mutual fund
accounting system for the Advisers' or the
administrator's preparation of the following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR and annual tax returns;
3. Financial data necessary to update form N-1A;
and
4. Annual proxy statement.
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(vii) Provide facilities to accommodate annual audit by
the Trust's independent accountants and, upon
approval of the Trust, any audits or examinations
conducted by the SEC or any other governmental or
quasi-governmental entities with jurisdiction;
(viii) Transmit to and receive from each Fund's transfer
agent appropriate data on a daily basis and daily
reconcile Shares outstanding and other data with
the transfer agent;
(ix) Periodically reconcile all appropriate data with
each Fund's custodian; and
(x) Perform such other record keeping, reporting and
other tasks as may be specified from time to time
in the procedures adopted by the Board; provided,
that GFS need not begin performing any such task
except upon sixty (60) days written notice and
pursuant to mutually acceptable compensation
agreements.
(b) MAINTENANCE OF AND ACCESS TO RECORDS. GFS shall maintain
records relating to its services, such as journals, ledger
accounts and other records, as are required to be
maintained under the 1940 Act and, specifically, Rule 31a-1
there under. The books and records pertaining to the Trust
that are in possession of GFS shall be the property of the
Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and
records at all times during GFS' normal business hours.
Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by GFS to
the Trust or the Trust's authorized representatives. In the
event the Trust designates a successor that assumes any of
GFS' obligations hereunder, GFS shall, at the expense and
direction of the Trust, transfer to such successor all
relevant books, records and other data established or
maintained by GFS under this Agreement.
(c) INSPECTION OF RECORDS. In case of any requests or demands
for the inspection of the records of the Trust maintained
by GFS, GFS will endeavor to notify the Trust and to secure
instructions from an authorized officer of the Trust as to
such inspection. GFS shall abide by the Trust's
instructions for granting or denying the inspection;
provided, however, that GFS may grant the inspection
without instructions if GFS is advised by counsel to GFS
that failure to do so will result in liability to GFS.
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3. FEES AND EXPENSES
(a) FEES. As compensation for the services provided by GFS to
the Trust pursuant to this Agreement, the Trust, on behalf
of each Fund, agrees to pay GFS the fees set forth in
Schedule B hereto. Fees will begin to accrue for each Fund
on the latter of the date of this Agreement or the date GFS
begins providing services to the Funds. For the purpose of
determining fees calculated as a function of the Trust's
assets, the value of the Trust's assets and net assets
shall be computed as required by its currently effective
Prospectus, GAAP, and resolutions of the Board. GFS will
render, after the close of each month in which services
have been furnished, a statement reflecting all of the
charges for such month; and GFS' fee shall not be subject
to monthly pro ration.
(b) EXPENSES. GFS will bear its own expenses, in connection
with the performance of the services under this Agreement,
except as provided herein or as agreed to by the parties.
In addition to the fees paid under subsection (a), the
Trust agrees to reimburse GFS for out-of-pocket expenses or
advances incurred by GFS for the items set out in Schedule
B and any other expenses incurred by GFS at the written
request or with the consent of the Trust. Generally,
out-of-pocket expenses shall be considered and approved in
accordance with Expense Approval Guidelines as mutually
agreed upon by the parties hereto from time to time.
(c) FEE CHANGES. The fees, out-of-pocket expenses and advances
identified in subsections (a) and (b) above may be changed
from time to time subject to written agreement between the
Trust and GFS. For reports, analyses and services requested
in writing by the Trust and provided by GFS, not in the
ordinary course, GFS shall charge $150/hour for senior
staff time, $75/hour for junior staff time and $200/hour
for computer personnel time.
(d) DUE DATE. All fees under subsection (a) above shall be
billed monthly and are due and payable within ten (10) days
of receipt of the invoice. All expenses under subsection
(b) above are due and payable within fifteen (15) days of
receipt of the invoice.
(e) DISPUTES. In the event of such a dispute, the trust may
only withhold that portion of the fee or expense subject to
the good faith dispute. The Trust shall notify GFS in
writing within twenty-one (21) calendar days following the
receipt of each billing notice if the Trust is disputing
any amounts in good faith. If the Trust does not provide
such notice of dispute within the required time, the
billing notice will be deemed accepted by the Trust. The
Trust shall settle such disputed amounts within five (5)
days of the day on which the parties agree on the amount to
be paid by payment of the agreed amount. If no agreement is
reached, then such disputed amounts shall be settled as may
be required by law or legal process. The Trust agrees that
interest, at a rate of eighteen (18) percent per year, can
be charged if invoices remain outstanding greater than
twenty (20) days.
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4. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a) INDEMNIFICATION OF GFS. The Trust shall on behalf of each
applicable Fund indemnify and hold GFS harmless from and
against any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liability
arising out of or attributable to the Trust's refusal or
failure to comply with the terms of this Agreement, or
which arise out of the Trust's lack of good faith, gross
negligence or willful misconduct with respect to the
Trust's performance under or in connection with this
Agreement. GFS shall not be responsible for and shall be
entitled to rely upon and may act upon information, records
and reports generated by the Funds, advice of the Funds, or
of counsel for the Funds and upon statements of the Funds'
independent accountants, and shall be without liability for
any action reasonably taken or omitted pursuant to such
records and reports or advice, provided that such action is
not, to the knowledge of GFS, in violation of applicable
federal or state laws or regulations, and provided further
that such action is taken without gross negligence, bad
faith, willful misconduct or reckless disregard of its
duties, and the Trust shall hold GFS harmless in regard to
any liability incurred by reason of the inaccuracy of such
information or for any action reasonably taken or omitted
in good faith reliance on such information.
(b) INDEMNIFICATION OF THE TRUST. GFS shall indemnify and hold
the Trust and each applicable Fund harmless from and
against any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liability
arising out of or attributed to GFS' refusal or failure to
comply with the terms of this Agreement, or which arise out
of GFS' lack of good faith, gross negligence or willful
misconduct with respect to GFS' performance under or in
connection with this Agreement.
(c) RELIANCE. Except to the extent that GFS may be liable
pursuant to this Section 4, GFS shall not be liable for any
action taken or failure to act in good faith in reliance
upon:
(i) advice from the Trust or from counsel to the
Trust;
(ii) any oral instruction which it receives and which
it reasonably believes in good faith (pursuant to
procedures mutually agreed to by GFS and the
Advisers) was transmitted by the person or persons
authorized by the Board to give such oral
instruction;
(iii) any written instruction or certified copy of any
resolution of the Board, and GFS may rely upon the
genuineness of any such document, copy or
facsimile thereof reasonably believed in good
faith by GFS to have been validly executed; or
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(iv) any signature, instruction, request, letter of
transmittal, certificate, opinion of counsel,
statement, instrument, report, notice, consent,
order, or other document reasonably believed in
good faith by GFS to be genuine and to have been
signed or presented by the Trust or other proper
party or parties;
and GFS shall not be under any duty or obligation to
inquire into the validity or invalidity or authority or
lack of authority of any statement, oral or written
instruction, resolution, signature, request, letter of
transmittal, certificate, opinion of counsel, instrument,
report, notice, consent, order, or any other document or
instrument which GFS reasonably believes in good faith to
be genuine.
(d) ERRORS OF OTHERS. GFS shall not be liable for the errors of
other service providers to the Trust, including the errors
of pricing services (other than to pursue all reasonable
claims against the pricing service based on the pricing
services' standard contracts entered into by GFS) and
errors in information provided by an investment adviser
(including prices and pricing formulas and the untimely
transmission of trade information) or custodian to the
Trust; except or unless any GFS action or inaction by GFS
is a direct or proximate cause of the error.
(e) RELIANCE ON ELECTRONIC INSTRUCTIONS. If the Trust has the
ability to originate electronic instructions to GFS in
order to (i) effect the transfer or movement of cash or
Shares or (ii) transmit shareholder information or other
information, then in such event GFS shall be entitled to
rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security
procedures established and agreed upon by GFS and the
Advisers.
(f) NOTIFICATION OF CLAIMS. In order that the indemnification
provisions contained in this Section shall apply, upon the
assertion of a claim for which either party may be required
to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion,
and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be
required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of
such claim or to defend against said claim in its own name
or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make
any compromise in any case in which the other party may be
required to indemnify it except with the other party's
prior written consent.
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5. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS OF GFS. GFS represents and warrants to the
Trust that:
(i) it is a corporation duly organized and existing
and in good standing under the laws of the State
of Nebraska;
(ii) it is empowered under applicable laws and by its
Articles of Incorporation and Bylaws to enter into
this Agreement and perform its duties under this
Agreement;
(iii) it has access to the necessary facilities,
equipment, and personnel to perform its duties and
obligations under this Agreement; and
(iv) it is registered as a transfer agent under Section
17A of the Securities Exchange Act of 1934 and
shall continue to be registered throughout the
remainder of this Agreement.
(b) REPRESENTATIONS OF THE TRUST. The Fund represents and
warrants to GFS that:
(i) it is a Trust duly organized and existing and in
good standing under the laws of the State of
Delaware;
(ii) it is empowered under applicable laws and by its
Organizational Documents to enter into and perform
this Agreement;
(iii) all proceedings required by said Organizational
Documents have been taken to authorize it to enter
into and perform this Agreement;
(iv) it is an open-end management investment company
registered under the 1940 Act; and
(v) a registration statement under the Securities Act
of 1933 will be effective prior to the Fund
publicly offering shares and will remain
effective, and appropriate state securities law
filings as required, have been or will be made and
will continue to be made, with respect to all
Shares of the Fund being offered for sale.
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6. CONFIDENTIALITY
GFS and the Trust agree that all books, records, information, and
data pertaining to the business of the other party, which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement,
shall remain confidential, and shall not be voluntarily disclosed to any other
person, except that GFS may:
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment
company industry to companies that track or report price,
performance or other information regarding investment
companies;
(c) release such other information as approved in writing by
the Trust which approval shall not be unreasonably withheld
and may not be withheld where GFS may be exposed to civil
or criminal liability or proceedings for failure to release
the information, when requested to divulge such information
by duly constituted authorities or when so requested by the
Trust or the Advisers
(d) In accordance with Section 248.11 of Regulation S-P (17 CFR
248.1 - 248.30) ("Reg S-P"), NYLIM will not directly, or
indirectly through an affiliate, disclose any non-public
personal information as defined in Reg S-P, received from
the Fund to any person that is not affiliated with the Fund
or with NYLIM and provided that any such information
disclosed to an affiliate of NYLIM shall be under the same
limitations on non-disclosure.
7. PROPRIETARY INFORMATION
(a) PROPRIETARY INFORMATION OF GFS. The Trust acknowledges that
the databases, computer programs, screen formats, report
formats, interactive design techniques, and documentation
manuals maintained by GFS on databases under the control
and ownership of GFS or a third party constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial
value to GFS or the third party. The Trust agrees to treat
all Proprietary Information as proprietary to GFS and
further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be
provided under this Agreement.
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(b) PROPRIETARY INFORMATION OF THE TRUST. GFS acknowledges that
the shareholder list and all information related to
shareholders furnished to GFS by the Trust or by a
shareholder in connection with this Agreement
(collectively, "Customer Data") constitute proprietary
information of substantial value to the Trust. In no event
shall Proprietary Information be deemed Customer Data. GFS
agrees to treat all Customer Data as proprietary to the
Trust and further agrees that it shall not divulge any
Customer Data to any person or organization except as may
be provided under this Agreement or as may be directed by
the Trust or as may be duly requested by regulatory
authorities.
(c) Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Section 9.
The obligations of this Section shall survive any earlier
termination of this Agreement.
8. ADDITIONAL FUNDS AND CLASSES
If the Trust establishes one or more series of Shares or one or more
classes of Shares after the effectiveness of this Agreement, such series of
Shares or classes of Shares, as the case may be, shall become Funds and classes
under this Agreement. However, either GFS or the Trust may elect in writing not
to make any such series or classes subject to this Agreement.
9. ASSIGNMENT
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the prior written consent
of GFS. GFS may subcontract any or all of its responsibilities pursuant to this
Agreement to one or more corporations, trusts, firms, individuals or
associations, which may or may not be affiliated persons of GFS and which agree
to comply with the terms of this Agreement; provided, however, that any such
subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may
pay those persons for their services, but no such payment shall increase GFS'
compensation from the Trust.
10. EFFECTIVE DATE AND TERMINATION
(a) EFFECTIVE DATE. This Agreement shall become effective on
the date first above written.
(b) TERM. This Agreement shall remain in effect for a period of
two (2) years from the date of its effectiveness, unless
terminated according to Section 10(c) below, and shall
continue in effect for successive twelve-month periods;
provided that such continuance is specifically approved at
least annually by the members of the Board.
(c) TERMINATION. This Agreement can be terminated upon ninety
(90) days prior written notice by either party.
Compensation due GFS and unpaid by the Trust upon such
termination shall be due on the date of termination or
after the date that the provision of services ceases,
whichever is later. In the event of termination, GFS agrees
that it will cooperate in the smooth transition of services
and to minimize disruption to the Trusts and its
shareholders, including liaison with the Trusts
accountants.
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(d) REIMBURSEMENT OF GFS' EXPENSES. If this Agreement is
terminated with respect to a Fund or Funds, GFS shall be
entitled to collect from the Fund or Funds, in addition to
the compensation described under Section 3 hereof, the
amount of all of GFS's reasonable labor charges and cash
disbursements for services in connection with GFS's
activities in effecting such termination, including without
limitation, the labor costs and expenses associated with
the de-conversion of the Trusts records of each Fund from
its computer systems, and the delivery to the Trust and/or
its designees of the Trust's property, records, instruments
and documents, or any copies thereof. Subsequent to such
termination, for a reasonable fee, GFS will provide the
Trust with reasonable access to all Trust documents or
records, if any, remaining in its possession.
(e) SURVIVAL OF CERTAIN OBLIGATIONS. The obligations of
Sections 3, 4, 6, 7, 10 and 12 shall survive any
termination of this Agreement.
11. DISASTER RECOVERY
GFS shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
12. LIAISON WITH ACCOUNTANTS
GFS shall act as liaison with the Trust's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules with respect to each Fund. GFS shall take all reasonable
action in the performance of its duties under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.
13. MISCELLANEOUS
(a) AMENDMENTS. No provisions of this Agreement may be amended
or modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
(b) GOVERNING LAW. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with
the laws of the Commonwealth of Virginia.
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(c) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof
whether oral or written.
(d) COUNTERPARTS. The parties may execute this Agreement or any
number of counterparts, and all of the counterparts taken
together shall be deemed to constitute one and the same
instrument.
(e) SEVERABILITY. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law
or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected by such
determination, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held
to be illegal or invalid.
(f) FORCE MAJEURE. In the event either party is unable to
perform its obligations under the terms of this Agreement
because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not
be liable for damages to the other party resulting from
such failure to perform or otherwise from such causes.
(g) ARBITRATION. Any controversy or claim arising out of, or
related to, this Agreement, its termination or the breach
thereof, shall be settled by binding arbitration by three
arbitrators (or by fewer arbitrator(s), if the parties
subsequently agree to fewer) in the City of New York or the
Commonwealth of Virginia, in accordance with the rules then
obtaining of the American Arbitration Association, and the
arbitrators' decision shall be binding and final, and
judgment upon the award rendered may be entered in any
court having jurisdiction thereof. The party initiating the
action shall determine the situs of the matter in New York
or Virginia.
(h) HEADINGS. Section and paragraph headings in this Agreement
are included for convenience only and are not to be used to
construe or interpret this Agreement.
(i) NOTICES. All notices and other communications hereunder
shall be in writing, shall be deemed to have been given
when received or when sent by telex or facsimile, and shall
be given to the following addresses (or such other
addresses as to which notice is given):
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To the Trust: To GFS:
Doit ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman President
New River Funds Gemini Fund Services, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
(j) DISTINCTION OF FUNDS. Notwithstanding any other provision
of this Agreement, the parties agree that the assets and
liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund
and that no Fund shall be liable or shall be charged for
any debt, obligation or liability of any other Fund,
whether arising under this Agreement or otherwise.
(k) REPRESENTATION OF SIGNATORIES. Each of the undersigned
expressly warrants and represents that they have full power
and authority to sign this Agreement on behalf of the party
indicated and that their signature will bind the party
indicated to the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized persons, as of the day and year first above written.
NEW RIVER FUNDS GEMINI FUND SERVICES, LLC
By:_____________________________________ By: ___________________________
Doit ▇. ▇▇▇▇▇▇▇ ▇▇ Chairman ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Date:_____________________ Date:_____________________
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NEW RIVER FUNDS
FUND ACCOUNTING SERVICE AGREEMENT
SCHEDULE A
FUNDS TO BE SERVICED
New River Core Equity Fund
New River Small Cap Fund
New River Core Fixed Income Fund
INITIALS: DATE:
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NEW RIVER FUNDS
FUND ACCOUNTING SERVICE AGREEMENT
SCHEDULE B
FEES AND EXPENSES
Page 1 of 2
Total charges for Fund Accounting services include fees and out-of-pocket
expenses.
Fees will be calculated based upon the average net assets of the Fund for the
previous month. Partial months are not prorated.
SERVICE FEES PER FUND:
The Trust shall pay GFS within ten (10) days after receipt of an invoice from
GFS, usually sent at the beginning of each month, a base annual fee plus a basis
point fee after the first $75 Million in assets in each fund as follows:
CORE EQUITY FUND SMALL CAP VALUE FUND
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$21,000 for the first $75MM $24,000 for the first $75MM
1.25 basis point on the next $200MM 1.25 basis points on the next $200MM
1.0 basis point on the next $300MM 1.0 basis point on the next $300MM
0.75 basis point on the balance 0.75 basis point on the balance
CORE FIXED INCOME FUND
$30,000 FOR THE FIRST $75MM
2 BASIS POINTS ON THE NEXT $200MM
1 BASIS POINT ON THE BALANCE
All special reports and/or analyses requested by the Trust, shall be subject to
an additional charge, agreed upon in advance, based upon the following rates:
GFS Senior staff...........$150.00/hr.
GFS Junior staff ..........$ 75.00/hr.
MIS staff..................$ 200.00/hr.
INITIALS: DATE:
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NEW RIVER FUNDS
FUND ACCOUNTING SERVICE AGREEMENT
Schedule B
FEES AND EXPENSES
Page 2 of 2
OUT-OF-POCKET EXPENSES:
1. The out-of-pocket charge for equity and bond price quotes will be
equal to the charge made to GFS by the provider of such quotes.
2. The out-of- pocket charge for any external data received by GFS in
support of the daily net asset value will be charged at cost (i.e.
interest rate charges on varying rate instruments).
3. Global fund accounting fees, defined as funds processing more than 25%
in non-domestic assets, are charge at 150% of the above fees (base fee
as well as basis point fee).
4. There is an additional charge of $500 per month for portfolios that
transmit daily trades via fax as opposed to in an electronic format.
INITIALS: DATE:
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