0001193125-12-026884 Sample Contracts

FORM OF AMENDED AND RESTATED FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Reimbursement Agreement • January 27th, 2012 • Nomura Partners Funds, Inc.

THIS AMENDED AND RESTATED FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of January 27, 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 International Equity Fund, a series of the Corporation, (the “Fund”).

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AMENDMENT To Transfer Agency and Service Agreement Between Each of the Series, Individually and not Jointly of Nomura Partners Funds, Inc. And Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • January 27th, 2012 • Nomura Partners Funds, Inc.

This Amendment is made effective as of the 1st day of October 2011, between Boston Financial Data Services, Inc. (the “Transfer Agent”) and each of the series, individually and not jointly, as listed on Schedule A (collectively, the “Funds”) of the Transfer Agency and Service Agreement dated September 28, 2007, as amended December 11, 2008, April 29, 2010, October 1, 2010 and October 1, 2011 (the “Agreement”).

OPERATIONS SERVICES AGREEMENT
Operations Services Agreement • January 27th, 2012 • Nomura Partners Funds, Inc. • New York

OPERATIONS SERVICES AGREEMENT dated February 11, 2011, between Nomura Partners Funds, Inc. (the “Corporation”), on behalf of each of its current and future series (the “Funds”) severally and jointly, and Nomura Asset Management U.S.A., Inc. (“NAM”).

RE: Fifth Amendment to Loan Agreement
Nomura Partners Funds, Inc. • January 27th, 2012

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 Nomura Partners Funds, 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.

NOMURA PARTNERS FUNDS, INC. AMENDMENT NO. 2 to SECOND AMENDED and RESTATED COMPLIANCE SERVICES AGREEMENT Effective February 7, 2011
Compliance Services Agreement • January 27th, 2012 • Nomura Partners Funds, Inc.

This AMENDMENT NO. 2 (“Amendment No. 2”) to the Second Amended and Restated Compliance Services Agreement executed December 31, 2009 by and among Nomura Partners Funds, Inc. (the “Funds”) and Foreside Compliance Services, LLC (“FCS”) and Foreside Management Services, LLC (“FMS”) (collectively, “Foreside”), as amended (the “Second Compliance Agreement”) is entered into as of February 7, 2011 (the “Effective Date”).

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