SUBADVISORY AGREEMENT
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 16, 2007
XXXXX & STEERS UK LIMITED
00-00 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X0
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 International Realty 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 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 objective, 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 European 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 provide research and analytical support services with
respect to European portfolio securities as directed by us, to assist
us and/or another subadviser to the Fund in making portfolio
investment decisions and, if so directed by us, to make portfolio
investment decisions, in which case, to carry out such decisions,
we hereby authorize you, 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/or assist us in reporting 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 10% 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
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS UK LIMITED
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
Agreed to and accepted
as of the date first set forth above
XXXXX & STEERS INTERNATIONAL REALTY FUND, INC.
By: /s/ Xxxx X. XxXxxx
Name: Xxxx X. XxXxxx
Title: Secretary
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