MPAM FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 11, 2001
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Dear Ladies and Gentlemen:
This agreement amends and restates in its entirety the letter agreement
between MPAM Funds Trust, a Massachusetts business Trust ("Trust"), and Mellon
Bank, N.A. ("Mellon") dated June 14, 2000.
Each fund listed on Schedule A, which may be amended from time to time
("Fund"), is a series of the Trust. Xxxxxx serves as the Trust's administrator.
Each Fund currently offers two classes of shares: MPAM shares and Investor
shares.
You hereby agree, during the period from September 30, 2000 through
September 30, 2003, to waive your fees with respect to each Fund, and/or to
reimburse a portion of each Fund's operating expenses, so that the total annual
Fund operating expenses of each class of the Fund (excluding interest, taxes,
brokerage commissions, extraordinary expenses and shareholder services fees) do
not exceed, in the aggregate, the rate per annum of the respective class'
average daily net assets listed in Schedule A attached hereto ("Expense
Limitation"). You agree that this obligation shall constitute a contractual
commitment enforceable by the Trust.
The Trust agrees to furnish or otherwise make available to you such copies
of its financial statements, reports, and other information relating to its
business and affairs as you may, at any time or from time to time, reasonably
request in connection with this agreement.
You understand that you shall look only to the assets of a Fund for
performance of this agreement as it relates to that Fund and for payment of any
claim you may have hereunder relating to that Fund, and neither any other series
of the Trust, nor any of the Trust's trustees, officers, employees, agents, or
shareholders, whether past, present or future, shall be personally liable
therefor.
This agreement is effective as of June 14, 2000, with respect to each
Fund's MPAM shares, and as of July 11, 2001, with respect to each Fund's
Investor shares, and it will terminate, as to each share class, upon the earlier
of the termination of your contract with the Trust or September 30, 2003. This
agreement was approved by the Trustees of the Trust at their meeting on May 9,
2001.
This agreement is made and is to be performed principally in the
Commonwealth of Pennsylvania, and except insofar as the Investment Company Act
of 1940, as amended, or other federal laws and regulations may be controlling,
this agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the Commonwealth of Pennsylvania. Any amendment to
this agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
MPAM FUNDS TRUST
on behalf of the Funds listed on Schedule A
By: /s/ Xxxx Xxxxxxxxxx
----------------------
The foregoing agreement is hereby
accepted as of July 11, 2001.
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
------------------------
-2-
SCHEDULE A
FUND EXPENSE LIMITATION
---- ------------------
MPAM SMALL CAP STOCK FUND 1.05%
MPAM INTERNATIONAL FUND 1.05%
MPAM EMERGING MARKETS FUND 1.35%
MPAM BOND FUND *
MPAM INTERMEDIATE BOND FUND 0.56%
MPAM SHORT-TERM U.S. GOVERNMENT
SECURITIES FUND 0.55%
MPAM NATIONAL INTERMEDIATE
MUNICIPAL BOND FUND 0.52%
MPAM NATIONAL SHORT-TERM
MUNICIPAL BOND FUND 0.52%
MPAM PENNSYLVANIA INTERMEDIATE
MUNICIPAL BOND FUND 0.67%
MPAM BALANCED FUND 0.64%
*The Expense Limitation for MPAM Bond Fund is 0.56% from September 30, 2000
through and including October 25, 2001 and 0.55% from October 26, 2001 through
and including September 30, 2003.
