INVESTMENT ADVISORY AGREEMENT
MPAM FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 14, 2000
(Amended effective
May 15, 2002)
MPAM Advisers, a division of
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The above-named investment company (the "Fund") consisting of
the series named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Series"), 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 the Prospectuses and
Statements of Additional Information of the Series 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 desires to employ you to act as its investment adviser.
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 you 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.
Subject to the supervision and approval of the Fund's Board,
you will provide investment management of the Fund's portfolio in accordance
with the investment objectives and policies of the Series as stated in their
respective Prospectuses and Statements of Additional Information as from time to
time in effect. You will furnish to the Fund such statistical information, with
respect to the investments which the Fund may hold or contemplate purchasing, as
the Fund may reasonably request. The Fund wishes to be informed of important
developments materially affecting the Series and shall expect you, on your own
initiative, to furnish to the Fund from time to time such information as you may
believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided to the Fund 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 services rendered pursuant to this Agreement, the
Fund will pay you on the first business day of each month a fee with respect to
each Series at the annual rate specified on Schedule 1 hereto. For that purpose,
the value of the net assets of each Series and the net asset value per share
shall be computed in the manner specified in the Fund's charter documents and
computed on such days and at such time or times, and otherwise in the manner, as
described in the then-current Prospectus and Statement of Additional Information
with respect to each Series. 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.
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. 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 or employees or holders of 5% or more of the outstanding
voting securities of you or any affiliate of you, Securities and Exchange
Commission fees and state Blue Sky qualification fees, advisory and
administration fees, charges of custodians, transfer and dividend disbursing
agents' fees, office facilities, data processing services, clerical, accounting
and bookkeeping services, internal auditing and legal services, internal
executive and administrative services, stationery and office supplies,
preparation of reports to the Fund's stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities, calculation of the net asset value of the Fund's shares, insurance
premiums, industry association fees, outside auditing and legal expenses, costs
of independent pricing services, costs of maintaining the Fund's existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
The Fund understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the Fund has
no objection to your so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have available funds for
investment, the available securities will be allocated in a manner believed by
you to be equitable to each company or account. It is recognized that in some
cases this procedure may adversely affect the price paid or received by the Fund
or the size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed by you
to assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict your right 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.
You shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the performance of
your duties or from reckless disregard by you of your obligations and duties
under this Agreement. 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.
This Agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a separate
Reapproval Date shall be specified on Exhibit A for each Series), and thereafter
shall continue automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A hereto, 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 outstanding voting securities of the Fund or, as to any relevant Series,
such Series, 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 or, as to any relevant Series, such
Series' 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 or other entities
(including other investment companies), and that your corporation or its
affiliates may enter into investment advisory or other agreements with such
other entities. If you cease to act as the Fund's investment adviser, 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," "Mellon Private Asset
Management," or "Dreyfus" 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:/s/Xxxx Prusnfosky
Accepted:
MPAM Advisers, a division of
THE DREYFUS CORPORATION
By:/s/Xxxxxx Xxxxxxx
[PAGE[
SCHEDULE 1
Annual Fee
as a
Percentage of
Average Daily
Name of Series Net Assets
--------------------------------------------------------------------------------
MPAM Large Cap Stock Fund 0.65%
MPAM Income Stock Fund 0.65%
MPAM Mid Cap Stock Fund 0.75%
MPAM Small Cap Stock Fund 0.85%
MPAM International Fund 0.85%
MPAM Emerging Markets Fund 1.15%
MPAM Bond Fund 0.40%
MPAM Intermediate Bond Fund 0.40%
MPAM Short-Term U.S. Government Securities Fund 0.35%
MPAM National Intermediate Municipal Bond Fund 0.35%
MPAM National Short-Term Municipal Bond Fund 0.35%
MPAM Massachusetts Intermediate Municipal Bond Fund 0.35%
MPAM Pennsylvania Intermediate Municipal Bond Fund 0.50%
MPAM Balanced Fund *
* MPAM Balanced Fund's proposed investment advisory fee will be calculated at
the rate of .65% applied to that portion of its average daily net assets
allocated to direct investments in equity securities, .40% to that portion of
its average daily net assets allocated to direct investments in debt securities,
and .15% to that portion of its average daily net assets allocated to money
market instruments and underlying MPAM Funds.
[PAGE]
Exhibit A
NAME OF SERIES REAPPROVAL DATE REAPPROVAL DAY
MPAM Large Cap Stock Fund June 1, 2002 June 1
MPAM Income Stock Fund June 1, 2002 June 1
MPAM Mid Cap Stock Fund June 1, 2002 June 1
MPAM Small Cap Stock Fund June 1, 2002 June 1
MPAM International Fund June 1, 2002 June 1
MPAM Emerging Markets Fund June 1, 2002 June 1
MPAM Bond Fund June 1, 2002 June 1
MPAM Intermediate Bond Fund June 1, 2002 June 1
MPAM Short-Term U.S.
Government Securities Fund June 1, 2002 June 1
MPAM National Intermediate
Municipal Bond Fund June 1, 2002 June 1
MPAM National Short-Term
Municipal Bond Fund June 1, 2002 June 1
MPAM Massachusetts Intermediate
Municipal Bond Fund June 1, 2003 June 1
MPAM Pennsylvania Intermediate
Municipal Bond Fund June 1, 2002 June 1
MPAM Balanced Fund June 1, 2002 June 1
