0000922423-10-000481 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS UNDERWRITING AGREEMENT (the “Agreement”) is made as of May 16, 2008 by and between PFPC DISTRIBUTORS, INC., a Massachusetts corporation (“Distributor”), and E.I.I. REALTY SECURITIES TRUST, a Delaware statutory trust (the “Trust”).

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February 1, 2007
Eii Realty Securities Trust • October 29th, 2010

This revised letter constitutes our agreement with respect to compensation to be paid to PFPC Trust Company ("PFPC Trust") under the terms of an Amended and Restated Custodian Services Agreement dated May 24, 2004 between PFPC Trust and E.I.I. Realty Securities Trust ("you" or the "Fund"), as amended from time to time (the "Agreement") for services provided on behalf of each of the Fund’s investment portfolios (each a “Portfolio”). Pursuant to Paragraph 11 of the Agreement, and in consideration of the services to be provided to each Portfolio, you will pay PFPC Trust certain fees and reimburse PFPC Trust for its out-of-pocket expenses as set forth below. This revised fee letter supersedes all previous fee letters with respect to the fees set forth herein.

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS AGREEMENT is made as of April 28, 1998 by and between PFPC INC., a Delaware corporation (“PFPC”), and E.I.I. Realty Securities Trust, a Delaware business trust (the “Fund”).

RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS AGREEMENT is made this 4th day of June, 2010 by and between the E.I.I. REALTY SECURITIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series (each a “Fund” collectively the “Funds”) set forth in Schedule A attached hereto, and E.I.I. REALTY SECURITIES, INC. (the “Administrator”). This Agreement restates the agreement first executed between the Trust and the Administrator on June 4, 1998, and includes non-material conforming changes to include each of the Funds.

AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS AMENDMENT is entered into as of July 1, 2000 by and among European Investors Incorporated ("EII"), E.I.I. Realty Securities Trust (the "Fund"), E.I.I. Realty Securities, Inc. and PFPC INC., a Massachusetts corporation and successor to PFPC Inc., a Delaware corporation ("PFPC-Del"), and amends the Sub-Administration and Accounting Services Agreement made as of April 28, 1998, by and among EII, the Fund and PFPC-Del (the "Agreement").

AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT
Amended and Restated Custodian Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

This Amended and Restated Custodian Services Agreement (the “Agreement”) is made as of May 24, 2004 by and between E.I.I. REALTY SECURITIES TRUST, a Delaware business trust (the “Fund”) and PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”).

AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

This Amendment to the Sub-Administration and Accounting Services Agreement (the “Amendment”) is made as of February 1, 2007 by and among E.I.I. REALTY SECURITIES, INC. (formerly known as European Investors Incorporated) (“EII”), E.I.I. REALTY SECURITIES TRUST (the “Fund”) and PFPC INC. (“PFPC”).

AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

This Amendment to the Transfer Agency Services Agreement (the “Amendment”) is made as of February 1, 2007 by and between E.I.I. REALTY SECURITIES TRUST (the “Fund”) and PFPC INC. (“PFPC”).

Underwriting Agreement for:
Underwriting Agreement • October 29th, 2010 • Eii Realty Securities Trust

Effective as of the closing of the sale of PNC Global Investment Servicing Inc. (“PGIS”), the indirect parent of PFPC Distributors, Inc. to THE BANK OF NEW YORK MELLON CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., E.I.I Realty Securities Trust (the “Fund Company”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and BNY Mellon Distributors Inc. (formerly known as PFPC Distributors, Inc.) (the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the Underwriting Agreement between the parties effective as of May 16, 2008, as amended (the “Existing Agreement”) except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

AMENDMENT TO REVISED CUSTODIAN SERVICES FEE LETTER
Eii Realty Securities Trust • October 29th, 2010

This Amendment to the Revised Custodian Services Fee letter (the “Amendment”) is made as of September 1, 2010 by and between E.I.I. REALTY SECURITIES TRUST (the “Fund”) and PFPC TRUST COMPANY (“PFPC Trust”).

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS AGREEMENT is made as of April 28, 1998 by and between European Investors Incorporated, a Delaware corporation (“EII”), E.I.I. Realty Securities Trust, a Delaware business trust (the “Fund”), and PFPC INC., a Delaware corporation (“PFPC”), which is an indirect wholly owned subsidiary of PNC Bank Corp.

RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 29th, 2010 • Eii Realty Securities Trust

THIS AGREEMENT is made this 4th day of June, 2010 by and between the E.I.I. REALTY SECURITIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series (each a “Fund” collectively the “Funds”) set forth in Schedule A attached hereto, and E.I.I. REALTY SECURITIES, INC., a Delaware corporation (the “Investment Adviser”). This Agreement restates the agreement first executed between the Trust and the Investment Adviser on June 4, 1998, and includes non-material conforming changes to include each of the Funds.

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