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 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 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 INFRASTRUCTURE FUND, INC.
By:
Xxxx X. Xxxxx
Assistant Secretary
