Exhibit (d)(ii)
SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March __, 2005
XXXXXXXX ROVERS S.A.
[ ]
Brussels, Belgium
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 International Realty Fund,
Inc. (the "Fund"), an open-end, non-diversified management investment
company registered under the Investment Company Act of 1940, as
amended (the "Act"), to serve as the Fund's investment adviser. In our
capacity as investment adviser, we have been authorized to invest the
Fund's 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 adviser 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 non-U.S. 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 supervision by the Fund's Board of Directors and us,
you will make decisions with respect to all purchases and sales of
our non-U.S. portfolio securities as directed by us. To carry out
such decisions, you are hereby authorized, 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 and 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 Investor 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 occurence 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 at an
annualized rate of .30% of the Fund's average daily nets assets. 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
pending Registration Statement on Form N-lA relating to our shares
becomes effective and shall remain in effect for two years and
may be continued for successive twelve-month periods (computed from
each January 1) 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:
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Agreed to and accepted
as of the date first set forth above
XXXXXXXX ROVERS, S.A.
By:
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Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
By:
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