DISTRIBUTION AGREEMENTDistribution Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • New York
THIS AGREEMENT is made and entered into as of this 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”).
FORESIDE FUND SERVICES, LLC DEALER AGREEMENTDealer 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.
SELLING GROUP MEMBER AGREEMENTSelling 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 Asset Management Singapore LimitedSub-Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
AGREEMENT made this day of December, 2008 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 Asset Management Singapore Limited, a Singapore corporation with its principal office located at 6 Battery Road #34-02, Singapore 049909 (hereinafter called the “Sub-Advisor”).
Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Martin Currie IncSub-Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
AGREEMENT made this day of December, 2008 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 Martin Currie Inc, a New York corporation with its principal offices at Saltire Court, 20 Castle Terrace, Edinburgh EH1 2ES (hereinafter called the “Sub-Advisor”).
Investment Advisory AgreementInvestment Advisory Agreement • December 23rd, 2008 • 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. At the date hereof, the Corporation has nine series: The Japan Fund, the Asia Pacific ex Japan Fund, the India Fund, the Greater China Fund, the Global Equity Income Fund, the Global Emerging Markets Fund, the Global Alpha Equity Fund, the International 130/30 Equity Fund and the International Equity Fund.
NOMURA PARTNERS FUNDS, INC. AMENDED AND RESTATED COMPLIANCE SERVICES AGREEMENTCompliance Services Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Delaware
AMENDED AND RESTATED AGREEMENT made as of the day of December 2008 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 the date the registration with the Securities and Exchange Commission has been declared effective for the eight new series or such other date mutually agreed upon by the Client and Foreside (the “Effective Date”).
NOMURA PARTNERS FUNDS, INC. AMENDED AND RESTATED DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT FOR CLASS S SHARES OF THE JAPAN FUNDDistribution Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Delaware
THIS AGREEMENT is made as of this day of December, 2008, between Nomura Partners Funds, Inc. (the “Corporation”), a Maryland corporation, on behalf of its series The Japan Fund (the “Fund”) and Foreside Fund Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (the “Distributor”). The effective date of this agreement will be January 1, 2009.
December 19, 2008Loan Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
Pursuant to a loan agreement dated December 21, 2007 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available to The Japan Fund, Inc., a Maryland corporation (the “Company”), acting on behalf of its series The Japan Fund, (the “Fund” and the Company, acting on behalf of the Fund, the “Borrower”), a $5,000,000.00 committed unsecured revolving line of credit (the “Committed Line”). The obligations of the Borrower with respect to loans made pursuant to the Committed Line are evidenced by a promissory note in the original principal amount of $5,000,000.00 dated December 21, 2007 (as amended, the “Note”). Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Asset Management Co., Ltd. Nomura Asset Management Singapore Limited Nomura Asset Management U.K. LimitedSub-Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
AGREEMENT made this day of December, 2008 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”), Nomura Asset Management Co., Ltd. (“NAM Tokyo”), a Japanese corporation with its principal offices at 1-12-1, Nihonbashi, Chuo-ku, Tokyo 103-8260, Japan, Nomura Asset Management Singapore Limited (“NAM Singapore”), a Singapore corporation with its principal offices at 6 Battery Road #34-02, Singapore 049909, and Nomura Asset Management U.K. Limited (“NAM UK”), an English corporation with its principal office at 6th Floor, Nomura House, 1 St. Martin’s-le-Grand, London EC1A 4NT, United Kingdom (hereinafter collectively called the “Sub-Advisors”).
Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Asset Management U.K. LimitedSub-Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
AGREEMENT made this day of December, 2008 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 Nomura Asset Management U.K. Limited, an English corporation with its principal offices at 6th Floor, Nomura House, 1 St. Martin’s-le-Grand, London EC1A 4NT, United Kingdom (the “Sub-Advisor”).
Investment Advisory AgreementInvestment Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
The Japan Fund, 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. At the date hereof, the Corporation does not have separate series. To the extent separate series are created, their investment advisory arrangements will be governed by an addendum to this Agreement or a separate agreement.
October 14, 2008Loan Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
Pursuant to a loan agreement dated December 21, 2007 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available to The Japan Fund, Inc., a Maryland corporation (the “Company”), acting on behalf of its series The Japan Fund, (the “Fund” and the Company, acting on behalf of the Fund, the “Borrower”), a $5,000,000.00 committed unsecured revolving line of credit (the “Committed Line”). The obligations of the Borrower with respect to loans made pursuant to the Committed Line are evidenced by a promissory note in the original principal amount of $5,000,000.00 dated December 21, 2007 (as amended, the “Note”). Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Asset Management Co., Ltd.Sub-Advisory Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • Maryland
AGREEMENT made this 1st day of November, 2008 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 Nomura Asset Management Co., Ltd., a Japanese corporation with its principal offices at 1-12-1-Chome, Nihonbashi, Chuo-ku, Tokyo 103, Japan (hereinafter called the “Sub-Advisor”).
FIRST AMENDMENT TO MASTER CUSTODIAN AND ACCOUNTING SERVICES AGREEMENTMaster Custodian and Accounting Services Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
This AMENDMENT (the “Amendment”) is made as of the 4th day of December 2008, to the Master Custodian and Accounting Services Agreement made as of October 1, 2007, as amended (the “Agreement”), by and among each management investment company identified on Appendix A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 18.5 thereof shall hereinafter be referred to as a “Fund”) and STATE STREET BANK AND TRUST COMPANY, as Custodian hereunder (the “Custodian”).
FEE WAIVER AGREEMENTFee Waiver Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
THIS FEE WAIVER AGREEMENT (the “Agreement”) is signed as of November 1, 2008 by Nomura Asset Management U.S.A. Inc. (the “Investment Advisor”) and The Japan Fund, Inc. (the “Fund”).
DISTRIBUTION SERVICES AGREEMENTDistribution Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc. • New York
AGREEMENT made this day of December , 2008, by and between Nomura Asset Management U.S.A. Inc. (the “Adviser”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENTFee Waiver/Expense Reimbursement Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of [ ], 2008 by and between Nomura Asset Management U.S.A. Inc. (“NAM USA”) and Nomura Partners Funds, Inc. (the “Corporation”), on behalf of itself and [ ] Fund, a series of the Corporation, (the “Fund”).
AMENDMENT To Transfer Agency and Service Agreement Between Each of the Entities, Individually and not Jointly and Boston Financial Data Services, Inc.Transfer Agency and Service Agreement • December 23rd, 2008 • Nomura Partners Funds, Inc.
This Amendment is made as of this day of December 2008, between Nomura Partners Funds, Inc. and each of its series, individually and not jointly, as listed on the Schedule A, (collectively, the “Fund” and Boston Financial Data Services, Inc. (the “Transfer Agent”). In accordance with Section 1.2(f) (Anti-Money Laundering (“AML”) Delegation), Section 3.1 (Fee Schedule), Section 16.1_ (Amendment) and Section 17.1 (Additional Portfolios) of the Transfer Agency and Service Agreement dated September 28, 2007 (the “Agreement”), between the Fund and the Transfer Agent, the parties desire to amend the Agreement as set forth herein. The effective date of this Amendment will be the date when one or more of the additional series listed on Schedule A commence operations, have been seeded and their registration with the Securities and Exchange Commission is declared effective or on such other mutually agreed upon date.
