Nomura Partners Funds, Inc. Sample Contracts

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EXECUTION COPY TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2008 • Japan Fund Inc • Massachusetts
SHAREHOLDER SERVICES AGREEMENT FOR THE JAPAN FUND, INC.
Shareholder Services Agreement • April 30th, 2003 • Japan Fund Inc • Delaware
BETWEEN
Japan Fund Inc • April 30th, 2003 • Massachusetts
ARTICLE I DEFINITIONS -----------
Agreement • January 28th, 2008 • Japan Fund Inc • Missouri
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”).

FORESIDE FUND SERVICES, LLC MUTUAL FUND SALES AND SERVICE AGREEMENT
Sales and Service Agreement • January 28th, 2008 • Japan Fund Inc • Delaware
Exhibit No. Ex-99.g(2) Custodian Agreement Dated as of: January 22, 2003
Custodian Agreement • April 30th, 2003 • Japan Fund Inc
FORM OF INVESTMENT ADVISORY AGREEMENT
Japan Fund Inc • August 2nd, 2002
ASIA MANAGEMENT CORPORATION 345 Park Avenue New York, NY 10154-0004
Investment Management Agreement • October 15th, 1997 • Japan Fund Inc • New York
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AMENDED AND RESTATED FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Reimbursement Agreement • January 28th, 2013 • 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”).

BETWEEN FMR CO., INC. AND
Sub-Advisory Agreement • April 30th, 2003 • Japan Fund Inc • Massachusetts
FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense • May 20th, 2009 • Nomura Partners Funds, Inc.

THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of December 22, 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 the Greater China Fund, a series of the Corporation, (the “Fund”).

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”).

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 Martin Currie Inc
Sub-Advisory Agreement • May 20th, 2009 • Nomura Partners Funds, Inc. • Maryland

AGREEMENT made this 22nd 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”).

WITNESSETH:
Master Subcustodian Agreement • October 15th, 1997 • Japan Fund Inc • New York
TABLE OF CONTENTS
Shareholder Service Agreement • October 15th, 1997 • Japan Fund Inc • Massachusetts
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.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • May 20th, 2009 • Nomura Partners Funds, Inc. • New York

AGREEMENT made this 22nd 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”).

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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