0001111565-02-000007 Sample Contracts

MPAM FUNDS TRUST 200 Park Avenue New York, New York 10166
Administration Agreement • May 21st, 2002 • Mpam Funds Trust • Pennsylvania

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.

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INVESTMENT ADVISORY AGREEMENT MPAM FUNDS TRUST 200 Park Avenue New York, New York 10166
Investment Advisory Agreement • May 21st, 2002 • Mpam Funds Trust

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:

ADMINISTRATION AGREEMENT MPAM FUNDS TRUST 200 Park Avenue New York, New York 10166
Administration Agreement • May 21st, 2002 • Mpam Funds Trust

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.

DISTRIBUTION AGREEMENT MPAM FUNDS TRUST 200 Park Avenue New York, New York 10166
Distribution Agreement • May 21st, 2002 • Mpam Funds Trust
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