Exhibit (d)(i)
INVESTMENT ADVISORY AGREEMENT
XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
________, 2005
XXXXX & STEERS CAPITAL
MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned Xxxxx & Steers International Realty 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, as amended, 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, as amended. And any
representations made in our prospectus and statement of additional
information, all in such manner and to
Exhibit (d)(i)
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
Exhibit (d)(i)
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) 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. 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
Exhibit (d)(i)
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 5 hereof; (b) charges and expenses
of our 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.
4. 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
Exhibit (d)(i)
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.
5. In consideration of the foregoing, we will pay you a monthly fee at an
annualized rate of 0.95 of 1% of our average daily nets assets for
the first $1.5 billion and 0.85% of 1% of our average daily net
assets in excess of $1.5 billion. 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.
6. 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 until December 31, 2006 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
Exhibit (d)(i)
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.
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, 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
Exhibit (d)(i)
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 INTERNATIONAL REALTY FUND, INC.
By:
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Chairman
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By:
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President
