0000910472-07-000042 Sample Contracts

ADMINISTRATION SERVICE AGREEMENT between NEW RIVER FUNDS and
Service Agreement • February 2nd, 2007 • New River Funds • Virginia

AGREEMENT made as of the 12th day of September 2003, as revised on October 1, 2006, by and between New River Funds, a Delaware statutory trust, having its principal office and place of business at 1902 Downey Street, Radford, Virginia 24141 (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, 450 Wireless Boulevard, Hauppauge, New York 11788 (“GFS”).

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NEW RIVER FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 2nd, 2007 • New River Funds • Virginia

THIS SUB-ADVISORY AGREEMENT (the “Agreement”) made this ___ day of ____________, 2007, by and between New River Advisers LLC, a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Manager”), and Howe and Rusling, Inc., a corporation organized and existing under the laws of the State of New York (the “Sub-Adviser”).

FUND ACCOUNTING SERVICE AGREEMENT Between NEW RIVER FUNDS and INDEX
Fund Accounting Service Agreement • February 2nd, 2007 • New River Funds • Virginia

This AMENDED AND RESTATED FUND ACCOUNTING SERVICE AGREEMENT is entered into as of October 1, 2006, by and between New River Funds, a Delaware statutory trust, having its principal office and place of business at 1902 Downey Street, Radford, Virginia 24141 (the “Trust”), and Gemini Fund Services LLC, a Nebraska limited liability company having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, New York 11788 (“GFS”).

New River Core Equity Fund New River Small Cap Fund Third Amended and Restated Contractual Management Fee Waiver Agreement
Waiver Agreement • February 2nd, 2007 • New River Funds • Delaware

This Third Amended and Restated Agreement (“Agreement”) is made effective as of this 14th day of July, 2006, by and between New River Funds, a Delaware statutory trust (the “Trust”), on behalf of its New River Core Equity Fund and New River Small Cap Fund series (the “Funds”), and New River Advisers, LLC (the “Investment Manager”).

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