0000910472-07-000554 Sample Contracts

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • December 28th, 2007 • New River Funds • New York

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (the “Amendment”) is entered into as of April 20, 2007 (the “Effective Date”), between New River Funds, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 1881 Grove Avenue, Radford, VA 24141 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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New River Core Equity Fund New River Small Cap Fund Fourth Amended and Restated Contractual Management Fee Waiver Agreement
Waiver Agreement • December 28th, 2007 • New River Funds • Delaware

This Fourth Amended and Restated Agreement (“Agreement”) is made effective as of this 26th day of November, 2007, 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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