SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 1, 2009
XXXXX & STEERS ASIA LIMITED
1202 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 Global Infrastructure Fund,
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 ASIA LIMITED
By:
Xxxxxxx Xxxxxxxxx
Executive Director
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS GLOBAL INFRASTRUCTRE FUND, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
