SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 17, 2006
XXXXX & STEERS ASIA LIMITED
12/F Citibank Tower
Xxxxxxxx Xxxxx
Xx. 0 Xxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
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 Institutional
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 Fund's investment
manager. In our capacity as investment manager, we have been
authorized to invest the Fund's assets in accordance with the Fund's
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
Fund's overall portfolio. We also have been authorized to retain
you as a subadviser with respect to that portion of the Fund's assets,
as from time to time determined by us, to be invested in securities
of non-U.S. Asia Pacific issuers.
2. (a) We hereby employ you to manage the investment and
reinvestment of the Fund's assets as above specified and, without
limiting the generality of the foregoing, to provide 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 certain Asia Pacific portfolio securities as directed by us.
To carry out such decisions, you are hereby authorized, as the
Fund's agent and attorney-in-fact, for the Fund's account and at
the Fund's risk and in the Fund's name, to place orders for the
investment and reinvestment of Fund assets so designated by us.
In all purchases, sales and other transactions in Fund portfolio
securities 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 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
Fund's portfolio since the prior report, and will also keep us
and the Board of Directors of the Fund in touch with important
developments affecting the Fund's portfolio 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 Fund's portfolio,
the industries in which they engage, or the conditions prevailing
in the economy generally. You will also furnish us and the
Fund's Board of Directors with such statistical and analytical
information with respect to the Fund's portfolio securities as
you may believe appropriate or as we or the Fund reasonably may
request. In making such purchases and sales of the Fund's portfolio
securities, you will bear in mind the policies set from time to
time by the Fund's Board of Directors as well as the limitations
imposed by the Fund's Articles of Incorporation and in the Fund's
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 adviser 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 subadviser for the Fund or as
an investment adviser 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 16.3% of the management
fees received by Xxxxx & Steers Capital Management, Inc. 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 the date on
which the Fund's shareholders approve this Agreement in accordance
with the Act 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 Fund's 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.
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:/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS ASIA LIMITED
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Executive Director
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INSTITUTIONAL GLOBAL REALTY SHARES, INC.
By:/s/ Xxxx X. XxXxxx
Xxxx X. XxXxxx
Secretary
