Nomura Partners Funds, Inc. Sample Contracts

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THE JAPAN FUND, INC. 345 Park Avenue New York, New York 10154
Underwriting Agreement • May 1st, 2002 • Japan Fund Inc
EXECUTION COPY TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2008 • Japan Fund Inc • Massachusetts
ARTICLE I DEFINITIONS -----------
Master Agreement • January 28th, 2008 • Japan Fund Inc • Missouri
SHAREHOLDER SERVICES AGREEMENT FOR THE JAPAN FUND, INC.
Shareholder Services Agreement • April 30th, 2003 • Japan Fund Inc • Delaware
ASIA MANAGEMENT CORPORATION 345 Park Avenue New York, NY 10154-0004
Investment Management Agreement • October 15th, 1997 • Japan Fund Inc • New York
EXHIBIT 9(a)(1) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 15th, 1997 • Japan Fund Inc • Massachusetts
DISTRIBUTION AGREEMENT
Distribution Agreement • May 20th, 2009 • Nomura Partners Funds, Inc. • New York

THIS AGREEMENT is made and entered into as of this 22nd day of December 2008, by and between Nomura Partners Funds, Inc., a Maryland corporation (the “Client”) on behalf of each of its series listed on Exhibit A as may be amended from time to time and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

Exhibit No. Ex-99.g(2) Custodian Agreement Dated as of: January 22, 2003
Custodian Agreement • April 30th, 2003 • Japan Fund Inc
FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • January 28th, 2013 • Nomura Partners Funds, Inc.

THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of the 10th day of December 2012 by and between Nomura Asset Management U.S.A. Inc. (“NAM USA”) and Nomura Partners Funds, Inc. (the “Corporation”), on behalf of itself and the High Yield Fund, a series of the Corporation (the “Fund”).

FORESIDE FUND SERVICES, LLC MUTUAL FUND SALES AND SERVICE AGREEMENT
Mutual Fund Sales and Service Agreement • January 28th, 2008 • Japan Fund Inc • Delaware
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SELLING GROUP MEMBER AGREEMENT
Selling Group Member Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the intermediary executing this agreement, including its associated persons.

Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Corporate Research and Asset Management Inc.
Sub-Advisory Agreement • January 28th, 2013 • Nomura Partners Funds, Inc. • Maryland

AGREEMENT made this 10th day of December, 2012 by and between Nomura Asset Management U.S.A. Inc., a New York corporation with its principal office located at Two World Financial Center, New York, New York (hereinafter called the “Advisor”) and Nomura Corporate Research and Asset Management Inc., a New York corporation with its principal office located at Two World Financial Center, New York, New York (hereinafter called the “Sub-Advisor”).

Amended and Restated Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and McKinley Capital Management, LLC
Sub-Advisory Agreement • November 23rd, 2009 • Nomura Partners Funds, Inc. • Maryland

AMENDED AND RESTATED AGREEMENT made this 29th day of June, 2009 by and between Nomura Asset Management U.S.A. Inc., a New York corporation with its principal offices at Two World Financial Center, New York, New York (hereinafter called the “Advisor”) and McKinley Capital Management, LLC, a Delaware limited liability company, with its principal offices at 3301 C Street, Suite 500, Anchorage, Alaska 99503 (hereinafter called the “Sub-Advisor”).

WITNESSETH:
Master Subcustodian Agreement • October 15th, 1997 • Japan Fund Inc • New York
INVESTMENT COMPANY BLANKET BOND
Investment Company Blanket Bond • August 29th, 2007 • Japan Fund Inc

The Underwriter, in consideration of an agreed premium, and subject to the Declarations made a part hereof, the General Agreements, Conditions and Limitations and other terms of this bond, agrees with the Insured, in accordance with the Insuring Agreements hereof to which an amount of insurance is applicable as set forth in Item 3 of the Declarations and with respect to loss sustained by the Insured at any time but discovered during the Bond Period, to indemnify and hold harmless the Insured for:

BETWEEN
Sub-Advisory Agreement • April 30th, 2003 • Japan Fund Inc • Massachusetts
WITNESSETH:
Subadvisory Agreement • May 1st, 2001 • Japan Fund Inc • New York
Investment Advisory Agreement
Investment Advisory Agreement • January 28th, 2013 • Nomura Partners Funds, Inc. • Maryland

Nomura Partners Funds, Inc. (the “Corporation”) has been established as a Maryland corporation to engage in the business of an investment company. Pursuant to the Corporation’s Articles of Incorporation, as amended from time to time (the “Articles”), the Board of Directors may divide the Corporation’s shares of capital stock, par value $.33 1/3 per share (the “Shares”), into separate series, or funds. Series may be abolished and dissolved, and additional series established, from time to time by action of the Directors.

BETWEEN
Sub-Advisory Agreement • April 30th, 2003 • Japan Fund Inc • Massachusetts
NOMURA PARTNERS FUNDS, INC. SECOND AMENDED AND RESTATED COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • January 28th, 2010 • Nomura Partners Funds, Inc. • Delaware

AMENDED AND RESTATED AGREEMENT executed the 31st day of December 2009 by and among Nomura Partners Funds, Inc., a Maryland corporation, on behalf of each of its series, with its principal office and place of business at 4 Copley Place, 5th floor, CPH-0326, Boston, MA 02116 (the “Client”), and Foreside Compliance Services, LLC (“FCS”) and Foreside Management Services, LLC (“FMS”), each of which is a Delaware limited liability company with a principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (collectively, “Foreside”). The effective date of this Agreement shall be October 29, 2009 or such other date mutually agreed upon by the Client and Foreside (the “Effective Date”).

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