INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 29th day of September, 2006 by and
between BNY Xxxxxxxx U.S. Government Money Fund (the "Series"), a
series of BNY Xxxxxxxx Funds, Inc., a Maryland corporation (the
"Corporation") and The Bank of New York, a New York bank (the
"Adviser").
1. Duties of Adviser. The Series hereby appoints the
Adviser to act as investment adviser to the Series for the period
and on such terms as are set forth in this Agreement. The Series
employs the Adviser 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 Corporation
with records concerning the Adviser's activities which the
Corporation is required to maintain, and to render regular reports
to the Corporation's officers and Board of Directors concerning the
Adviser's discharge of the foregoing responsibilities. The Advisor
shall discharge the foregoing responsibilities subject to the control
of 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. The Adviser 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 Adviser 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 Board of Directors of the Corporation, the Adviser
may also effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser
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 Adviser's overall responsibilities with
respect to the 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 Adviser will promptly
communicate to the officers and Directors of the Corporation such
information relating to Series transactions as they may reasonably
request.
3. Compensation of the Adviser. For the services to be
rendered by the Adviser as provided in Section 1 of this Agreement,
the Corporation shall pay to the Adviser at the end of each month an
advisory fee accrued daily and payable monthly based on an annual
percentage rate of 0.08% of the Series' average daily net assets.
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 Series and the Adviser agree to furnish to
each other current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may
reasonably request.
5. Status of Adviser. The services of the Adviser to the
Series are not to be deemed exclusive, and the Adviser shall be free
to render similar services to others.
6. Liability of Adviser. In the absence of (i) wilful
misfeasance, bad faith or gross negligence on the part of the Adviser
in performance of its obligations and duties hereunder, (ii) reckless
disregard by the Adviser 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 Adviser shall not be subject to any liability whatsoever
to 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.
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 are or may be interested in the Adviser (or any
successor thereof) as Directors, officers, agents, shareholders or
otherwise; Directors, officers, agents and shareholders of the
Adviser are or may be interested in the Corporation as Directors,
officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Corporation 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 the
earlier of June 30, 2008 or the date of the first annual or special
meeting of the shareholders of the Series, and thereafter shall
continue for periods of one year so long as such continuance is
specifically approved at least annually (a) 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 (b) by the Board of Directors of the Corporation
or by vote of a majority of the outstanding voting securities of the
Series. This Agreement may be terminated by the Series at any time,
without the payment of any penalty, 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 Adviser. This Agreement may be terminated by
the Adviser at any time, without the payment of any penalty, upon 60
days' written notice to 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, but the consent of the Series must be approved (a)
by vote of 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 amendment, and (b) by vote of a
majority of the outstanding voting securities of the Series.
10. Use of Name. The Series agrees that if this Agreement
is terminated and the Adviser shall no longer be the adviser to the
Series, the Series will, within a reasonable period of time, change
its name to delete reference to "BNY Xxxxxxxx".
11. 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.
12. 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.
13. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original.
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
BNY XXXXXXXX FUNDS, INC.
U.S. GOVERNMENT MONEY FUND
By /s/ Xxxxxx Xxxxxxxxxxxx By /s/. Xxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxx
Title: Executive Vice President Title: President
