SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 17, 2006
XXXXXXXX ROVERS X.X.
Xxxxxxxx xx xx Xxxxx 000
0000 Xxxxxxxx, 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 Global
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 Fund's assets in accordance with the Fund's
investment objectives, 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 make decisions with respect to purchases and sales of
certain European 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 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
Xxxx X. Xxxxxxxx
Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
XXXXXXXX ROVERS, S.A.
By:/s/ W. Xxxxxx Xxxxxxxx
Name: W. Xxxxxx Xxxxxxxx
Title: Managing Director
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INSTITUTIONAL GLOBAL REALTY SHARES, INC.
By:/s/Xxxx X. XxXxxx
Xxxx X. XxXxxx
Secretary
