0001193125-12-496964 Sample Contracts

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • December 10th, 2012 • 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”).

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Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Corporate Research and Asset Management Inc.
Sub-Advisory Agreement • December 10th, 2012 • 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”).

Investment Advisory Agreement
Investment Advisory Agreement • December 10th, 2012 • 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.

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Series, Individually and Not Jointly Nomura Partners Funds, Inc. and Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • December 10th, 2012 • Nomura Partners Funds, Inc.

This Amendment is made as of this 30th day of November, 2012 and is effective December 10, 2012, between Nomura Partners Funds, Inc., each of the series, individually and not jointly, as listed on Schedule A (collectively, the “Funds”) and Boston Financial Data Services, Inc. (the “Transfer Agent”). In accordance with Section 17 (Additional Portfolios/Funds) and Section 16.1 (Amendment) of the Transfer Agency and Service Agreement dated September 28, 2007, as amended, (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

NOMURA PARTNERS FUNDS, INC. THIRD AMENDMENT TO SECOND AMENDED and RESTATED COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • December 10th, 2012 • Nomura Partners Funds, Inc.

This Third Amendment (“Amendment”) to the Second Amended and Restated Compliance Services Agreement dated as of December 31, 2009, as amended (the “Agreement”), by and among Nomura Partners Funds, Inc. (the “Client”), Foreside Compliance Services, LLC and Foreside Management Services, LLC (collectively, “Foreside”), is hereby entered into as of , 2012 (the “Effective Date”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 10th, 2012 • Nomura Partners Funds, Inc.

This Amendment (the “Amendment”) is made as of December 10, 2012 to the Administration Agreement dated October 1, 2007, as amended December 26, 2008, December 4, 2009 and April 29, 2010 (the “Agreement”), by and between Nomura Partners Funds, Inc., on behalf of its series severally and not jointly (the “Company”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”).

AMENDMENT TO THE NOMURA PARTNERS FUNDS, INC. DISTRIBUTION AGREEMENT
Distribution Agreement • December 10th, 2012 • Nomura Partners Funds, Inc.

This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of March 31, 2009, by and between Nomura Partners Funds, Inc. (the “Client”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of , 2012 (the “Effective Date”).

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