SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 1, 2009
XXXXX & STEERS UK LIMITED
21 Sackville Street
Xxxxxx Xxxxx
Xxxxxx X0 X 0XX
Xxxxxx 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 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 UK LIMITED
By:
Xxxxxx Xxxxxxxx
President
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS GLOBAL REALTY SHARES, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
