INVESTMENT ADVISORY AGREEMENT
XXXXX & STEERS PREFERRED SECURITIES AND INCOME FUND, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 30, 2010
XXXXX & STEERS CAPITAL
MANAGEMENT INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned Xxxxx & Steers Preferred Securities and Income Fund, Inc.,
herewith confirm our agreement with you as follows:
1. We are an open-end, non-diversified management investment company
registered under the Investment Company Act of 1940 (the "Act"). We are
currently authorized to issue separate classes of shares and our Directors are
authorized to reclassify and issue any unissued shares to any number of
additional classes or series (portfolios) each having its own investment
objective, policies and restrictions, all as more fully described in the
prospectus and the statement of additional information constituting parts of
the Registration Statement filed on our behalf under the Securities Act of
1933 and the Act. We propose to engage in the business of investing and
reinvesting our assets in securities of the type and in accordance with the
limitations specified in our Articles of Incorporation, By-Laws, Registration
Statement filed with the Securities and Exchange Commission under the
Securities Act of 1933 and the Act and any representations made in our
prospectus and statement of additional information, all in such manner and to
such extent as may from time to time be authorized by our Board of Directors.
We enclose copies of the documents listed above and will from time to time
furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and reinvestment of our
assets as above specified and, without limiting the generality of the
foregoing, to provide management and other services specified below.
(b) You will make decisions with respect to all purchases and sales of our
portfolio securities. To carry out such decisions, you are hereby authorized,
as our agent and attorney-in-fact, for our account and at our risk and in our
name, to place orders for the investment and reinvestment of our assets.
In all purchases, sales and other transactions in our portfolio securities you
are authorized to exercise full discretion and act for us 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 report to our Board of Directors at each meeting thereof all
changes in our portfolio since the prior report, and will also keep us in
touch with important developments affecting our portfolio and on your own
initiative will furnish us 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 our portfolio, the industries in
which they engage, or the conditions prevailing in the economy generally. You
will also furnish us with such statistical and analytical information with
respect to our portfolio securities as you may believe appropriate or as we
reasonably may request. In making such purchases and sales of our portfolio
securities, you will bear in mind the policies set from time to time by our
Board of Directors as well as the limitations imposed by our Articles of
Incorporation and in our 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 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. During the continuance of this agreement at
our request you will provide us persons satisfactory to our Board of Directors
to serve as our officers.
3. We propose to retain the services of an administrator and
sub-administrator, which shall be a firm acceptable to you, to administer all
aspects of our operations except those which are your responsibility pursuant
to this agreement. We will bear the cost of and pay the fee of the
administrator and sub-administrator.
4. It is further agreed that you shall be responsible for the portion of
our net expenses (except interest, taxes, brokerage, expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, all to the extent permitted by applicable state law
and regulation) incurred by us during each of our fiscal years or portion
thereof that this agreement is in effect between us which, in any such year
exceeds the limits applicable to us under the laws or regulations of any state
in which our shares are qualified for sale (reduced pro rata for any portion
of less than a year). We hereby confirm that, subject to the foregoing, we
shall be responsible and hereby assume the obligation for payment of all our
other expenses, including (a) payment of the fee payable to your under
paragraph 6 hereof; (b) charges and expenses of our administrator and
sub-administrator, custodian, transfer, and dividend disbursing agent; (c)
fees of directors who are not your affiliated persons; (d) legal and auditing
expenses; (e) compensation of our officers, Directors and employees who do not
devote any part of their time to your affairs or the affairs of your
affiliates other than us; (f) costs of printing our prospectuses and
stockholder reports; (g) costs of proxy solicitation; (h) cost of maintenance
of corporate existence; (i) interest charges, taxes, brokerage fees and
commissions; (j) costs of stationery and supplies; (k) expenses and fees
related to registration and filing with the Securities and Exchange commission
and with state regulatory authorities; and (1) upon the approval of the Board
of Directors, costs of your personnel or your affiliates rendering clerical,
accounting and other office services, and compliance services.
5. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we 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 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.
6. In consideration of the foregoing, we will pay you a monthly fee at an
annualized rate of 0.70% of our average daily nets assets. Such fee shall be
payable in arrears on the last day of each calendar month for services
performed hereunder during such month. If our initial Registration Statement
is declared effective by the Securities and Exchange Commission after the
beginning of a month or this agreement terminates prior to the end of a month,
such fee shall be prorated according to the proportion which such portion of
the month bears to the full month.
7. This agreement shall become effective on the date on which our pending
Registration Statement on Form N-lA relating to our shares becomes effective
and shall remain in effect until the first meeting of our shareholders held
after such date and, if approved by the vote of a majority of the outstanding
voting securities, as defined in the Act, at such meeting, continue in effect
for two years and may be continued for successive twelve-month periods
(computed from each January 1) with respect to each portfolio provided that
such continuance is specifically approved at least annually by the Board of
Directors or by majority vote of the holders of the outstanding voting
securities of such portfolio (as defined in the Act), and, in either case,
by a majority of the 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. Upon the effectiveness of this agreement, it
shall supersede all previous agreements between us covering the subject matter
hereof. This agreement may be terminated at any time, without the payment of
any penalty, by vote of a majority of the outstanding voting securities (as so
defined) or by a vote of a majority of the Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice to us.
8. 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.
9. 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, who may also be a Director,
officer or employee of ours, 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.
10. 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 PREFERRED SECURITIES AND INCOME FUND, INC.
By: /s/ Xxxx Xxxxxxxx
President and Chief
Executive Officer
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: Xxxxxxx Xxxx
Executive Vice President
and General Counsel
