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 Worldwide
Realty Income 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 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
here under, 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 16.3% 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
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 WORLDWIDE REALTY INCOME FUND, INC.
By: /s/ Xxxx X. XxXxxx
Xxxx X. XxXxxx
Secretary