KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
202/778-9000
www.kl.com
September 15, 2000
MPAM Funds Trust
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Ladies and Gentlemen:
You have requested our opinion, as counsel to MPAM Funds Trust (the
"Trust"), as to certain matters regarding the issuance of Shares of the Trust.
As used in this letter, the term "Shares" means the shares of beneficial
interest of MPAM Large Cap Stock Fund, MPAM Income Stock Fund, MPAM Mid Cap
Stock Fund, MPAM Small Cap Stock Fund, MPAM International Fund, MPAM Emerging
Markets Fund, MPAM Bond Fund, MPAM Intermediate Bond Fund, MPAM Short-Term U.S.
Government Securities Fund, MPAM National Intermediate Municipal Bond Fund, MPAM
National Short-Term Municipal Bond Fund, MPAM Pennsylvania Intermediate
Municipal Bond Fund, and MPAM Balanced Fund, each a series of the Trust.
As such counsel, we have examined certified or other copies, believed by
us to be genuine, of the Trust's Declaration of Trust and by-laws and such
resolutions and minutes of meetings of the Trust's Board of Trustees as we have
deemed relevant to our opinion, as set forth herein. Our opinion is limited to
the laws and facts in existence on the date hereof, and it is further limited to
the laws (other than the conflict of law rules) in the Commonwealth of
Massachusetts that in our experience are normally applicable to the issuance of
shares by unincorporated voluntary associations and to the Securities Act of
1933 ("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.
Based on present laws and facts, we are of the opinion that the issuance
of the Shares has been duly authorized by the Trust and that, when sold in
accordance with the terms contemplated by Pre-Effective Amendment No. 2 to the
Trust's Registration Statement on Form N-1A ("PEA"), including receipt by the
Trust of full payment for the Shares and compliance with the 1933 Act and the
1940 Act, the Shares will have been validly issued, fully paid and
non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust states that all persons extending credit to, contracting
with or having any claim against the Trust or the Trustees shall look only to
the assets of the appropriate series of the Trust for payment under such credit,
contract or claim; and neither the shareholders nor the Trustees, nor any of
their agents, whether past, present or future, shall be personally liable
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MPAM FUNDS TRUST
September 15, 2000
Page 2
therefor. It also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the Trust shall
include a recitation limiting the obligation represented thereby to the Trust
and its assets. The Declaration of Trust further provides: (1) for
indemnification from the assets of the series of the Trust for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust by virtue of ownership of shares of the Trust; and (2) for the series of
the Trust to assume the defense of any claim against the shareholder for any act
or obligation of the series of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust or series would be unable to meet its
obligations.
We hereby consent to this opinion accompanying or being incorporated by
reference in the PEA when it is filed with the SEC.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
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KIRKPATRICK & LOCKHART LLP
