Exhibit 2(g)(ii)
FORM OF
SUBADVISORY AGREEMENT
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
_______, 2005
▇▇▇▇▇▇▇▇ ROVERS ▇.▇.
▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Dear Sirs:
We, the undersigned, ▇▇▇▇▇ & Steers Capital Management, Inc. herewith
confirm our agreement with you as follows:
1. We have been retained by ▇▇▇▇▇ & Steers Worldwide Realty Income Fund,
Inc. (the "Fund"), a closed-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. 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
non-U.S. 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
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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
the Fund's Board of Directors and us with such statistical and
analytical information with respect to the Fund's portfolio securities
as you may believe appropriate or as the Fund or we 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
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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 in
accordance with the annualized rates of the Fund's managed assets as
set forth in Schedule A hereto. 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.
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6. This agreement shall become effective on the date on which the Fund's
pending Registration Statement on Form N-2 relating to our shares
becomes effective 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
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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,
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Operating Officer
Agreed to and accepted
as of the date first set forth above
▇▇▇▇▇▇▇▇ ROVERS, S.A.
By:
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Name:
Title:
Agreed to and accepted
as of the date first set forth above
▇▇▇▇▇ & STEERS WORLDWIDE REALTY INCOME FUND, INC.
By:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
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Schedule A
Annualized Fee
Period (% of Managed Assets)
------ ---------------------
Through March 31, 2006 0.10%
Through March 31, 2007 0.10%
Through March 31, 2008 0.15%
Through March 31, 2009 0.20%
After March 31, 2010 0.25%
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