SUBADVISORY AGREEMENT
AGREEMENT made this ___st day of _____, 1997 by and between The Bank of
New York, a New York bank (the "Adviser") and Indosuez Asset Management, a
_____________ (the "Subadviser").
1. Duties of Subadviser. The Adviser hereby appoints the Subadviser to
act as investment adviser to BNY Xxxxxxxx International Equity Fund (the
"Series"), a series of BNY Xxxxxxxx Funds, Inc., a Maryland corporation (the
"Corporation"), for the period and on such terms as are set forth in this
Agreement. The Adviser employs the Subadviser to manage the investment and
reinvestment of the assets of the Series, to continuously review, supervise and
administer the investment program of the Series, to determine in its discretion
the securities to be purchased or sold and the portion of the Series' assets to
be held uninvested, to provide the Adviser and the Corporation with records
concerning the Subadviser's activities which the Corporation is required to
maintain, and to render regular reports to the Adviser, the Corporation's
officers and Board of Directors concerning the Subadviser's discharge of the
foregoing responsibilities. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the Adviser and the officers and the
Board of Directors of the Corporation, and in compliance with the objectives,
policies
and limitations set forth in the Corporation's Registration Statement (No.
811-6654), including the Series' prospectus and statement of additional
information, applicable laws and regulations. In carrying out its
responsibilities hereunder, the Subadviser will consult with the Adviser on a
continuous basis regarding the management of the Series. The Subadviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
therein.
2. Portfolio Transactions. The Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
the Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Unless and
until otherwise directed by the Adviser or the Board of Directors of the
Corporation, the Subadviser may also effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
Subadviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Adviser and the
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Corporation. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this Agreement or
otherwise. The Subadviser will promptly communicate to the Adviser and the
officers and Directors of the Corporation such information relating to Series
transactions as they may reasonably request.
3. Compensation of the Subadviser. For the services to be rendered by
the Subadviser as provided in Section 1 of this Agreement, the Adviser shall pay
to the Subadviser at the end of each month an advisory fee accrued daily and
payable monthly based on an annual percentage rate of 0.425% of the Series'
average daily net assets. Neither the Corporation nor the Series shall be
responsible for any portion of the compensation payable to the Subadviser
hereunder.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the month as a percentage of the total number
of days in such month.
4. Reports. The Adviser agrees to furnish to the Subadviser current
prospectuses, proxy statements, reports to shareholders, financial statements
and such other information relating to the Series as the Subadviser may
reasonably request. The Subadviser agree to furnish to the
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Adviser and to the Corporation such information concerning its own
affairs, including certified copies of its financial statements, as the Adviser
or the Corporation may reasonably request.
5. Status of Subadviser. The services of the Subadviser to the Adviser
and the Series are not be deemed exclusive, and the Subadviser shall be free to
render similar services to others.
6. Liability of Subadviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Subadviser in performance of
its obligations and duties hereunder, (ii) reckless disregard by the Subadviser
of its obligations and duties hereunder, or (iii) a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Subadviser shall not be subject to any liability whatsoever to the
Adviser or the Series, or to any shareholder of the Series, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Series.
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7. Permissible Interests. Subject to and in accordance with the Articles
of Incorporation of the Corporation and applicable law and regulation,
Directors, officers, agents and shareholders of the Corporation and/or the
Adviser are or may be interested in the Subadviser (or any successor thereof) as
Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Subadviser are or may be interested in the
Corporation and/or the Adviser as Directors, officers, shareholders or
otherwise; and the Subadviser (or any successor) is or may be interested in the
Corporation and/or the Adviser as a shareholder or otherwise; and the effect of
any such interrelationships shall be governed by said Articles of Incorporation
and the provisions of the 1940 Act.
8. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue until June 30, 1998 and thereafter shall
continue for periods of one year so long as such continuance is specifically
approved at least annually (a) by the Manager and (b) (1) by the vote of a
majority of those members of the Board of Directors of the Corporation who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (2)
by the Board of Directors of the Corporation or by vote of a majority of the
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outstanding voting securities of the Series. This Agreement may be
terminated by the Adviser or by the Series at any time, without the payment of
any penalty (in the case of termination by the Series, by vote of a majority of
the entire Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Series), on 60 days' written notice to the
Subadviser and, in the case of termination by the Adviser, to the Corporation.
This Agreement may be terminated by the Subadviser at any time, without the
payment of any penalty, upon 60 days' written notice to the Adviser and the
Series. This Agreement will automatically and immediately terminate in the event
of its assignment. Any notice under this Agreement shall be given in writing,
addressed and delivered or mailed postpaid, to the other party at any office of
such party and shall be deemed given when received by the addressee.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
9. Amendment of Agreement. This Agreement may be amended by mutual
consent of the parties, but the consent of the Corporation must also be
obtained, which consent must be approved (a) by vote of majority of those
members of the
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Board of Directors of the Corporation who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Series.
10. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Applicable Law. 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 1940 Act.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
THE BANK OF NEW YORK INDOSUEZ ASSET MANAGEMENT
By ______________________ By _____________________
Name: Name:
Title: Title:
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