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 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 Funds investment manager.
In our capacity as investment manager, we have been authorized to
invest the Funds assets in accordance with the Funds 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 Funds overall portfolio.
We also have been authorized to retain you as a subadvisor with respect
to that portion of the Funds 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 Funds
agent and attorney-in-fact, for the Funds account and at the Funds
risk and in the Funds 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 Funds 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 Funds 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 Funds Board of Directors as well as the limitations
imposed by the Funds Articles of Incorporation and in the Funds
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 Funds 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 GLOBAL REALTY SHARES, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
