0001193125-09-240287 Sample Contracts

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”).

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AMENDED FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • November 23rd, 2009 • Nomura Partners Funds, Inc.

THIS AMENDED FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of June 29, 2009 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 International Growth Equity Fund (formerly known as the International 130/30 Equity Fund), a series of the Corporation, (the “Fund”).

AMENDED AND RESTATED EXHIBIT A TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 23rd, 2009 • Nomura Partners Funds, Inc.

This Amended and Restated Exhibit A, dated as of June 29, 2009, relates to the fees paid pursuant to an Investment Advisory Agreement between Nomura Partners Funds, Inc. (the “Corporation”) and Nomura Asset Management U.S.A. Inc., dated December 22, 2008, (the “Investment Advisory Agreement”). Pursuant to Section 16 of the Investment Advisory Agreement the parties hereto agree to amend and restate this Exhibit A effective as of the date of this Amended and Restated Exhibit A.

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