MPAM FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 22, 2002
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
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 July 11, 2001.
Each fund listed on Schedule A, which may be amended from time to time
("Fund"), is a series of the Trust. Mellon serves as the Trust's administrator.
You hereby agree, during the period from September 30, 2000 through
September 30, 2003 with respect to each Fund listed on Schedule A attached
hereto (other than MPAM Massachusetts Intermediate Municipal Bond Fund), and
from May 22, 2002 through September 30, 2007 with respect to MPAM Massachusetts
Intermediate Municipal Bond Fund (the "Massachusetts Fund"), to waive your fees,
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, Rule 12b-1 fees
and shareholder services fees) do not exceed, in the aggregate, the rate per
annum of the respective class' average daily net assets listed on 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 the
MPAM shares of each Fund except the Massachusetts Fund, as of July 11, 2001,
with respect to the Investor shares of each Fund except the Massachusetts Fund,
and as of May 22, 2002, with respect to the MPAM shares, Investor shares and
Dreyfus Premier shares of the Massachusetts Fund and the Dreyfus Premier shares
of MPAM National Intermediate Municipal Bond Fund. This Agreement will
terminate, as to each share class, upon the earlier of the termination of your
contract with the Trust or September 30, 2003 with respect to each Fund other
than the Massachusetts Fund, and upon the earlier of the termination of your
contract with Trust or September 30, 2007 with respect to the Massachusetts
Fund.
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 May 22, 2002.
MELLON BANK, N.A.
By: /s/Xxxxxx Xxxxxxx
___________________________
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 MASSACHUSETTS INTERMEDIATE
MUNICIPAL BOND FUND** 0.50%
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.
**The Expense Limitation for MPAM Massachusetts Intermediate Municipal Bond Fund
is 0.50% from May 22, 2002 through and including September 30, 2007.
