SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 1, 2009
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 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 subadvisor with respect to that portion of the Fund's
assets, as from time to time allocated to you by us (the "Subadvisor Assets").
2. (a) We hereby employ you to manage the investment and reinvestment of the
Subadvisor Assets as above specified and, without limiting the generality of
the foregoing, to provide investment recommendations, management, trading 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 Subadvisor Assets. 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 Subadvisor
Assets. In all purchases, sales and other transactions in Subadvisor Assets
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 transactions 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 with respect to Subadvisor Assets since the
prior report, and will also keep us and the Board of Directors of the Fund in
touch with important developments affecting the Subadvisor Assets 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 Subadvisor Assets, 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 Subadvisor Assets as you may believe appropriate or as we
or the Fund reasonably may request. In making such purchases and sales of the
Subadvisor Assets, 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 advisor 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 subadvisor for the Fund or as an investment
advisor 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 50% of the management fees received by Xxxxx & Steers
Capital Management, Inc. with respect to the Subadvisor Assets. 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 October 1, 2009 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.
[Remainder of Page Intentionally Left Blank]
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:
Xxxx X. Xxxxxxxx
Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS EUROPE S.A.
By:
Xxxxxx Xxxxxxxx
Managing Director
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
