SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 28, 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 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 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
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 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 September 28, 2007
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 GLOBAL REALTY SHARES, INC.
By: /s/ Xxxx X. XxXxxx
Xxxx X. XxXxxx
Secretary
