SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 17, 2006
XXXXX & STEERS UK LIMITED
00-00 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X0
Xxxxxx Xxxxxxx
Dear Sirs:
We, the undersigned, Xxxxx & Steers Capital Management, Inc. herewith
confirm our agreement with you as follows:
1. We have been retained by Xxxxx & Steers Institutional Globa
l Realty Shares, Inc. (the "Fund"), an open-end, non-diversified
management investment company registered under the Investment Company
Act of 1940 (the "Act", to serve as the Fund's investment manager.
In our capacity as investment manager, we have been authorized to
invest the Funds assets in accordance with the Fund's investment
objective, policies and restrictions, all as more fully described
in the Registration Statement filed by the Fund under the Securities
Act of 1933, as amended, and the Act. We hereby provide you with
a copy of the Registration Statement and agree to promptly provide
you with any amendment thereto We hereby also provide you with
the Articles of Incorporation and By-Laws of the Fund. We have
been authorized in our capacity as investment manager to manage
the Fund's overall portfolio. We also have been authorized to retain
you as a subadviser with respect to that portion of the Fund's assets,
as from time to time determined by us, to be invested in securities
of European issuers.
2. (a) We hereby employ you to manage the investment and
reinvestment of the Fund's assets as above specified and, without
limiting the generality of the foregoing, to provide management
and other services specified below.
(b) Subject to the supervision by the Board of Directors and
us, you will provide research and analytical support services
with respect to European portfolio securities as directed by us,
to assist us and/or another subadviser to the Fund in making
portfolio investment decisions and, if so directed by us, to make
portfolio investment decisions, in which case, to carry out such
decisions, we hereby authorize you, as the Fund's agent and
attorney-in-fact, for the Fund's account and at the Fund's risk and
in the Fund's name, to place orders for the investment and
reinvestment of Fund assets so designated by us. In all purchases,
sales and other transactions in Fund portfolio securities you are
authorized to exercise full discretion and act for the Fund in
the same manner and with the same force and effect as we might
do with respect to such purchases, sales or other as well as with
respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sale or other
transactions.
(c) You will make your officers and employees available to
us from time to time at reasonable times to review the investment
policies of the Fund and to consult with us regarding the
investment affairs of the Fund. You will report to us, andor
assist us in reporting to the Board of Directors of the Fund at
each meeting thereof all changes in the Fund's portfolio since
the prior report, and will also keep us and the Board of Directors
of the Fund in touch with important developments affecting the
Fund's portfolio and on your own initiative will furnish us and
the Board of Directors of the Fund from time to time with such
information as you may believe appropriate for this purpose,
whether concerning the individual issuers whose securities are
included in the Fund's portfolio, the industries in which they
engage, or the conditions prevailing in the economy generally.
You will also furnish us and the Fund's Board of Directors with
such statistical and analytical information with respect to the
Fund's portfolio securities as you may believe appropriate or as
we or the Fund reasonably may request. In making such purchases
and sales of the Fund's portfolio securities, you will bear in
mind the policies set from time to time by the Fund's Board of
Directors as well as the limitations imposed by the Fund's Articles
of Incorporation and in the Fund's Registration Statement under
the Act and of the Internal Revenue Code of 1986, as amended, in
respect of regulated investment companies.
(d) It is understood that you will conform to all applicable
rules and regulations of the Securities and Exchange Commission
in all material respects and in addition will conduct your activities
under this Agreement in accordance with any applicable regulations.
(e) It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be
particularly fitted to assist you in the execution of your duties
hereunder, the cost of performance of such duties to be borne
and paid by you. No obligation may be incurred on our behalf
in any such respect.
3. We shall expect of you, and you will give us and the
Fund the benefit of, your best judgment and efforts in rendering
these services to us and the Fund, and we and the Fund agree as
an inducement to your undertaking these services that you shall
not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect, or purport to protect,
you against any liability to us or the Fund or to our security
holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of your duties hereunder, or by reason of your reckless disregard
of your obligations and duties hereunder.
4. By signing this Agreement, you hereby represent to us
that you are a registered investment adviser under the Investment
Advisers Act of 1940, as amended ("Advisers Act") and will continue
to be so registered for so long as this Agreement remains in
effect; you are not prohibited by the Act or the Advisers Act
from performing investment advisory services to the Fund; and
will immediately notify us of the occurrence of any event that
would disqualify you from serving as the subadviser for the Fund
or as an investment adviser of any investment company pursuant
to Section 9(a) of the Act.
5. In consideration of the foregoing, we will pay you a
monthly fee equal on an annual basis to 6.3% of the management
fees received by Xxxxx & Steers Capital Management, Inc. Such
fee shall be payable in arrears on the last day of each calendar
month for services performed hereunder during such month. Such
fee shall be prorated proportionately to the extent this agreement
is not in effect for a full month.
6. This agreement shall become effective on the date on
which the Fund's shareholders approve this Agreement in accordance
with the Act and shall remain in effect for two years and may
be continued for successive twelve-month periods provided that
such continuance is specifically approved at least annually by
the Board of Directors of the Fund or by majority vote of the
holders of the outstanding voting securities of the Fund (as
defined in the Act), and, in either case, by a majority of the
Fund's Board of Directors who are not interested persons as
defined in the Act, of any party to this agreement (other than
as Directors of our corporation), provided further, however,
that if the continuation of this agreement is not approved, you
may continue to render the services described herein in the
manner to the extent permitted by the Act and the rules and
regulations thereunder. This agreement may be terminated at
any time, without the payment of any penalty, by us, by a vote
of a majority of the outstanding voting securities (as so defined)
of the Fund or by a vote of a majority of the Board of Directors
of the Fund, each on 60 days' written notice to you, or by you
on 60 days' written notice to us and to the Fund.
7. This agreement may not be transferred, assigned, sold
or in any manner hypothecated or pledged by you and this
agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge by you. The
terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and
any interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict
your right, or the right of any of your officers, directors or
employees, or persons otherwise affiliated with us (within the
meaning of the Act) to engage in any other business or to devote
time and attention to the management or other aspects of any
other business, whether of a similar or dissimilar nature, or
to render services of any kind to any other trust, corporation,
firm, individual or association.
9. This agreement shall be construed in accordance with
the laws of the State of New York, provided, however, that
nothing herein shall be construed as being inconsistent with
the Act.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.
Very truly yours,
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By:/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS UK LIMITED
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INSTITUTIONAL GLOBAL REALTY SHARES, INC.
By:/s/ Xxxx X. XxXxxx
Name: Xxxx X. XxXxxx
Title: Secretary
