XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 30, 2018
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxx & Steers International Realty Fund, Inc. ("We",
"Us" or the "Company") herewith confirms its
agreement (the "Agreement") pursuant to which Xxxxx
& Steers Capital Management, Inc. ("You") will waive
certain of its fees and/or reimburse the Company for
expenses incurred as follows:
1. Reference is made to the Investment Advisory
Agreement, dated February 18, 2005, between the
Company and You (the "Investment Advisory
Agreement").
2. Pursuant to Paragraph 6 of the Investment
Advisory Agreement, We have agreed to pay You a
monthly fee at an annualized rate of 0.95% of the
Company's average daily net assets up to $1.5 billion
and 0.85% of the Company's average daily net assets in
excess of $1.5 billion (the "Investment Advisory Fee").
3. Notwithstanding Paragraph 6 of the Investment
Advisory Agreement, You agree that through June 30,
2020, You will waive a portion of the Investment
Advisory Fee and/or reimburse the Company so that the
Company's total annual operating expenses (excluding
acquired fund fees and expenses, taxes and
extraordinary expenses) do not exceed 1.35% for Class
A shares, 2.00% for Class C shares, 1.00% for Class F
shares, 1.00% for Class I shares, 1.50% for Class R
shares, 1.35% for Class T shares and 1.00% for Class Z
shares.
4. Unless specified otherwise in a duly executed,
written agreement between You and the Company,
beginning with the period July 1, 2020 and thereafter,
You shall be entitled to the Investment Advisory Fee as
specified in Paragraph 2 of this Agreement and shall
have no obligation to waive any portion of the
Investment Advisory Fee and/or reimburse any of the
Company's expenses unless otherwise required by law
or pursuant to a written duly executed agreement
between the Company and You.
5. This Agreement may only be amended or
terminated prior to its expiration date by agreement
between Us and You and will terminate automatically in
the event of termination of the Investment Advisory
Agreement.
6. 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 Investment
Company Act of 1940, as amended.
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 INTERNATIONAL REALTY FUND, INC.
By: /s/ Xxxx X. XxXxxx
Name: Xxxx X. XxXxxx
Title: Assistant Secretary
Agreed to and Accepted as of the date
first set forth above.
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Executive Vice President
