INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 29th day of December, 2006 by and between
BNY Xxxxxxxx Global Real Estate Securities 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 0.85% 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.
XXX XXXX XX XXX XXXX
XXX XXXXXXXX FUNDS, INC.
For GLOBAL REAL ESTATE
SECURITIES FUND
By ______________________ By _____________________
Name: Name:
Title: Title:
