Exhibit 5cc
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.
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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
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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
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"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.
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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.For U.S.
GOVERNMENT MONEY FUND
By /s/ Xxxxxx Xxxxxxxxxxxx By /s/. Xxxxx Xxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxx
Title: Executive Vice President Title: President
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