INVESTMENT ADVISORY AGREEMENT
MPAM FUNDS TRUST
200 Park Avenue
New York, New York 10166
June 14, 2000
MPAM Advisers, a division of
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
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
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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
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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
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your officer, director, partner, employee or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until June 1, 2002 and thereafter shall
continue automatically for successive annual periods ending on June 1 of each
year, 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 Fund's outstanding voting securities, 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 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.
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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/ Jeff Prusnofsky
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Jeff Prusnofsky
Accepted:
MPAM Advisers, a division of
THE DREYFUS CORPORATION
By: /s/ David F. Lamere
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David F. Lamere
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SCHEDULE 1
Annual Fee as a
Percentage of Average
Name of Series Daily Net Assets
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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 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.
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