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 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, 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 REALTY SHARES, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
