March 8, 2006 Mr. Michael J. Meagher Vice President & CCO European Investors Inc.
Exhibit
99.e.2
March
8,
2006
E.I.I
Realty Securities Funds
Xx.
Xxxxxxx X. Xxxxxxx
Vice
President & CCO
European
Investors Inc.
000
Xxxxx
Xxxxxx, 00xx
Floor
New
York,
N.Y. 10022
Re: E.I.I
Realty Securities Funds Underwriting & Agent Registration
Services
Dear
Xx.
Xxxxxxx:
This
letter constitutes our agreement with respect to compensation to be paid
to PFPC
Distributors, Inc. (“PFPC Distributors”) with respect to underwriting services
to be performed pursuant to the Underwriting Agreement dated __________________
between E.I.I Realty Securities Funds (the “Trust”) and PFPC Distributors, as
amended from time to time for services provided on behalf of the Trust’s
investment portfolios (the “Funds”) (the “Agreement”). In order to help promote
and support the offer and sale of shares of the Funds, European
Investors Inc.
(the
Trust’s “Advisor”) will pay out of its own resources to PFPC Distributors an
annual fee to be calculated daily and paid monthly as set forth
below:
Annual
Underwriter Fee:
$15,000
per year minimum fee or one basis point of assets in the funds whichever
is
greater.
Compliance
Systems Fee:
$2,500
per year
This
includes the rights to use the Principal Review web portal and software for
reviewing and submitting marketing materials. It also covers the use of ERSA
email retention systems for Registered Representatives.
Annual
Agent Licensing Fees
The
schedule to register EII’s employees with PFPC Distributors is as
follows
$7,500
per registered representative plus out of pocket fees for registration with
the
NASD and States, for three or less individuals.
In
the
event of 4 or more representatives the fee would be $ 20,000 per year and
a fee
of $ 1,500 per registered representative for each additional representative
above the original 4 representatives plus the out of pocket registration
NASD
and State fees.
Out-of-Pocket
Expenses:
The
Distributor's out-of-pocket and other charges, include, but are not limited
to,
postage, overnight delivery, record retention and storage, travel expenses,
fees
for filing advertising with the NASD, outside counsel fees and expenses incurred
at the direction of the Company or the Funds. Out-of-pocket expenses are
billed
as they are incurred.
Miscellaneous:
Any
fee
or out-of-pocket expenses not paid within 30 days of the date of the original
invoice will be charged a late payment fee of 1% per month until payment
of the
fees are received by PFPC.
The
fee
for the period from the date hereof until the end of this year shall be prorated
according to the proportion which such period bears to the full annual
period.
This
letter, and the obligations hereunder, shall terminate (a) immediately upon
termination of the Agreement or (b) upon sixty days’ written notice from either
party to the other party.
If
the
foregoing accurately sets forth our agreement and you intend to be legally
bound
thereby, please execute a copy of this letter and return it to us.
Very
truly yours,
European
Investors Inc
By:________________________
Name:______________________
Title:_______________________
Agreed
and Accepted:
PFPC
DISTRIBUTORS, INC.
By:______________________
Name:____________________
Title:_____________________
