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