MPAM FUNDS TRUST
200 Park Avenue
New York, New York 10166
June 14, 2000
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Dear Ladies and Gentlemen:
Each fund listed on Schedule A, which may be amended from time to
time ("Fund"), is a series of MPAM Funds Trust, a Massachusetts business trust
("Trust"). Mellon Bank, N.A. serves as the Trust's administrator.
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 (excluding interest,
taxes, brokerage commissions, and extraordinary expenses of the Fund) so that
the Fund's operating expenses do not exceed, in the aggregate, the rate per
annum of the Fund's 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, and it will
terminate 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 June 14, 2000.
This agreement is made and to be performed principally in the
Commonwealth of Pennsylvania, and except insofar as the Investment Company Act
of 1940, as amended ("1940 Act"), or other federal laws and regulations may be
controlling, this agreement shall be governed by, and construed and enforced in
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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:
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The foregoing agreement is hereby
accepted as of June 14, 2000
MELLON BANK, N.A.
By:
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Title:
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SCHEDULE A
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FUND EXPENSE LIMITATION
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MPAM SMALL CAP STOCK FUND 1.05%
MPAM INTERNATIONAL FUND 1.05%
MPAM EMERGING MARKETS FUND 1.35%
MPAM BOND FUND 0.56%
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%
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