Exhibit (13)(c)
FORM OF ADMINISTRATION AGREEMENT
MPAM FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 14, 2000
Amended and Restated
as of June 5, 2001
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Sirs:
The above-named investment company (the "Fund") herewith confirms
its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies of
which have been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board. The Fund
intends to employ MPAM Advisers, a division of The Dreyfus Corporation, (the
"Adviser") to act as its investment adviser and desires to employ you to act as
its administrator.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may believe
to be particularly fitted to assist it in the performance of this Agreement.
Such person or persons may be officers or employees who are employed by both you
and the Fund. The compensation of such person or persons shall be paid by you
and no obligation may be incurred on the Fund's behalf in any such respect. We
have discussed and concur in your employing on this basis The Dreyfus
Corporation to act as the Fund's sub-administrator (the "Sub-Administrator") to
provide sub-administrative services to the Fund.
Subject to the supervision and control of the Fund's Board, you
will assist in supervising all aspects of the Fund's operations except
investment management of the Fund's portfolio, which shall be performed by the
Adviser under its Investment Advisory Agreement with the Fund. It is understood
that you shall not act and shall not be required to act as an investment adviser
or have any authority to supervise the investment or reinvestment of the cash,
securities or other property comprising the Fund's assets or to determine what
securities or other property may be purchased or sold by the Fund.
You will supply office facilities (which may be in your own
offices), data processing services, clerical, accounting and bookkeeping
services, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and prepare reports
to the Fund's stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities; and calculate
the daily net asset value of the Fund's shares in accordance with the Fund's
Declaration of Trust and then-current registration statement. In addition, you
will pay the fees and expenses of the Fund's transfer agent.
You shall exercise your best judgment in rendering the services
to be provided hereunder and the Fund agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund, provided that
nothing herein shall be deemed to protect or purport to protect you against any
liability to the Fund or to its security holders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
In consideration of the services rendered pursuant to this
Agreement, the Fund will pay you a fee calculated daily and paid monthly at the
annual rate of the following percentages of the Fund's aggregate average daily
net assets: 0.15% of such assets through $6 billion; 0.12% of such assets
greater than $6 billion through $12 billion; and 0.10% of such assets greater
than $12 billion. No fee shall be applied to assets held by the MPAM Balanced
Fund which are invested in (i) cash or money market instruments or (ii) shares
of the other series of the Fund.
Net asset value shall be computed on such days and at such time
or times as described in the Fund's then-current Prospectus and Statement of
Additional Information. The fee for the period from the date of the commencement
of the public sale of the Fund's shares to the end of the month during which
such sale shall have been commenced shall be pro-rated according to the
proportion which such period bears to the full monthly period, and upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
-2-
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of the Fund's net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in the
operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by you or the Adviser. The expenses to be borne by the Fund
include, without limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Adviser or you or any of the Adviser's or
your affiliates, Securities and Exchange Commission fees (except as provided in
the last sentence of this paragraph) and state Blue Sky qualification fees,
advisory and administration fees, charges of custodians, insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing services, costs
of shareholders' reports and corporate meetings, costs of preparing and printing
certain prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders, and any extraordinary
expenses. You and not the Fund shall bear those Securities and Exchange
Commission registration fees attributable to net sales of shares of the Fund
during calendar year 2000 (the first year in which the Fund conducted
operations), but not to exceed the amount of such fees actually payable to the
Securities and Exchange Commission with respect to net sales of shares of the
Fund during its entire fiscal period ending August 31, 2000.
The Fund understands that you may act as administrator of various
investment companies and fiduciary or other managed accounts, and the Fund has
no objection to your so acting. In addition, it is understood that the persons
employed by you to assist in the performance of duties hereunder will not devote
their full time to such service and nothing contained herein shall be deemed to
limit or restrict the right of you or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
Any person, even though also your officer, director, partner,
employee or agent, who may be or become an officer, Board member, or employee of
the Fund, shall be deemed, when acting in the capacity of officer, Board member
or employee of the Fund, to be rendering such services to or acting solely for
the Fund and not as your officer, director, partner, employee, or agent or one
under your control or direction even though paid by you.
-3-
This Agreement shall continue until June 1, 2002 and thereafter
shall continue automatically for successive annual periods ending on June 1 of
each year, provided such continuance is specifically approved at least annually
by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment
Company Act of 1940) of the Fund's outstanding voting securities, provided that
in either event its continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as defined in said Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board or by vote of holders of a
majority of the Fund's shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically in the event of its assignment
(as defined in said Act).
The Fund recognizes that from time to time your directors,
officers and employees may serve as directors, trustees, partners, officers and
employees of other corporations, business trusts, partnerships and other
entities (including other investment companies) and that your corporation or its
affiliates may enter into administration or other agreements with such other
entities. If you cease to act as the Fund's administrator, the Fund agrees that,
at your request, the Fund will take all necessary action to change the name of
the Fund to a name not including "MPAM" or "Mellon Private Asset Management" in
any form or combination of words.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
MPAM FUNDS TRUST
By:
------------------------
Accepted:
MELLON BANK, N.A.
By:
----------------------
