SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 16, 2007
XXXXX & STEERS ASIA LIMITED
12/F Citibank Tower
Xxxxxxxx Xxxxx
Xx. 0 Xxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
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(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
Asia Pacific 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
Asia Pacific 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
Agreementin 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 27.5% 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
XXXXX & STEERS ASIA LIMITED
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Executive Director
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
By: /s/ Xxxx X. XxXxxx
Xxxx X. XxXxxx
Secretary
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