INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___st day of _____, 1997 by and between BNY
Xxxxxxxx Large Cap Growth 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 0.60% 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 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
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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
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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
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
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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 periods 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
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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 BNY XXXXXXXX LARGE CAP
GROWTH FUND
By ______________________ By _____________________
Name: Name:
Title: Title:
