CUSTODY AGREEMENT
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AGREEMENT dated as of June 14, 2000, between MPAM FUNDS TRUST (the
"Fund"), a business trust organized under the laws of the Commonwealth of
Massachusetts, having its principal office and place of business at 200 Park
Avenue, New York, New York 10166, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the
"Custodian"), a Massachusetts trust company, having its principal place of
business at One Boston Place, Boston, MA 02108, with respect to the Fund's
series named on Schedule 1 hereto, as such Schedule may be revised from time to
time (each, a "Series").
W I T N E S S E T H:
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That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
1. Definitions.
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Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Affiliated Person" shall have the meaning of the term within
Section 2(a)(3) of the 1940 Act.
(b) "Authorized Person" shall mean those persons duly authorized by the
Fund's Board to give Oral Instructions and Written Instructions on
behalf of the Fund and listed in the certification annexed hereto as
Appendix A or such other certification as may be received by the
Custodian from time to time.
(c) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized and instructed on a
continuous and on-going basis to deposit all Securities eligible for
deposit therein, and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder.
(d) "Business Day" shall mean each day on which the Fund is required to
determine its net asset value, and any other day on which the Securities
and Exchange Commission may require the Fund to be open for business.
(e) "Certificate" shall mean any notice, instruction or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on
behalf of the Fund by any two Authorized Persons or any two officers of
the Fund.
(f) "Depository" shall mean Depository Trust and Clearing Corporation
("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, as
amended, its successor or successors and its nominee or nominees, in
which the Custodian is hereby specifically authorized and instructed on
a continuous and on-going basis to deposit all Securities eligible for
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deposit therein, and to utilize the Depository to the extent possible in
connection with its performance hereunder. The term "Depository" shall
further mean and include any other person to be named in a Certificate
authorized to act as a depository under the 1940 Act, its successor or
successors and its nominee or nominees.
(g) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the government of the United States or agencies or
instrumentalities thereof ("U.S. government securities"), commercial
paper, bank certificates of deposit, bankers' acceptances and short-term
corporate obligations, where the purchase or sale of such securities
normally requires settlement in federal funds on the same day as such
purchase or sale, and repurchase and reverse repurchase agreements with
respect to any of the foregoing types of securities and bank time
deposits.
(h) "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from a person reasonably believed by the Custodian to
be an Authorized Person.
(i) "Prospectus" shall mean the Fund's current prospectus and statement
of additional information relating to the registration of the Fund's
Shares under the Securities Act of 1933, as amended.
(j) "Shares" shall mean all or any part of each class of shares of
beneficial interest of the Fund, allocated to a particular Series,
listed in the Certificate annexed hereto as Appendix B, as it may be
amended from time to time, which from time to time are authorized and/or
issued by the Fund.
(k) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time
owned by the Fund.
(l) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Fund.
(m) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex, whereby the
receiver of such communication is able to verify by codes or otherwise
with a reasonable degree of certainty the authenticity of the sender of
such communication.
(n) The "1940 Act" refers to the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
2. Appointment of Custodian.
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(a) The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and monies at the time owned by or in the
possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
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3. Compensation.
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(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule 2 and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to bill separately.
Out-of-pocket disbursements shall consist of the items specified in the
Schedule of Out-of-pocket charges annexed hereto as Schedule 3 and
incorporated herein, which schedule may be modified by the Custodian
upon not less than thirty days prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule 2 of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Officer or authorized
representative of each party hereto.
(c) The Custodian will bill the Fund as soon as practicable after the
end of each calendar month, and said billings will be detailed in
accordance with Schedule 2, as amended from time to time. The Fund will
promptly pay to the Custodian the amount of such billing. The Custodian
may charge against any monies held on behalf of the Fund pursuant to
this Agreement such compensation and disbursements incurred by the
Custodian in the performance of its duties pursuant to this Agreement.
The Custodian shall also be entitled to charge against any money held on
behalf of the Fund pursuant to this Agreement the amount of any loss,
damage, liability or expense incurred with respect to the Fund,
including counsel fees, for which it shall be entitled to reimbursement
under the provisions of this Agreement.
4. Custody of Cash and Securities.
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(a) Receipt and Holding of Assets. The Fund will deliver or cause to be
delivered to the Custodian or its permitted Sub-Custodians all Securities
and monies owned by the Series at any time during the period of this
Agreement and shall specify the Series to which the same are to be
specifically allocated. The Custodian will not be responsible for such
Securities and monies until actually received by it. The Fund shall
instruct the Custodian from time to time in its sole discretion, by means
of Written Instructions, or, in connection with the purchase or sale of
Money Market Securities, by means of Oral Instructions confirmed in
writing in accordance with Section 11(h) hereof or Written Instructions,
as to the manner in which and in what amounts Securities and monies are
to be deposited on behalf of the Series in the Book-Entry System or the
Depository. Securities and monies of such Series deposited in the
Book-Entry System or the Depository will be represented in accounts which
include only assets held by the Custodian for customers, including but
not limited to accounts for which the Custodian acts in a fiduciary or
representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for the Fund with respect to each Series and
shall credit to the separate account all monies received by it for the
account of the Fund with respect to such Series and shall disburse the
same only:
1. In payment for Securities purchased for the Series, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect to the
Shares, as provided in Section 7 hereof;
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3. In payment of original issue or other taxes with respect to
the Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the Fund, as
provided in Section 8 hereof;
5. Pursuant to a Certificate setting forth the name and address
of the person to whom the payment is to be made, the Series
account from which payment is to be made, the amount to be paid
and the purpose for which payment is to be made, provided that in
the event of disbursements pursuant to this paragraph 5 of
Section 4(b), the Fund shall indemnify and hold the Custodian
harmless from any claims or losses arising out of such
disbursements in reliance on such Certificate; or
6. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as
provided in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the close of business on
each day, the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of each Series during
said day. Where securities purchased by a Series are in a fungible bulk
of securities registered in the name of the Custodian (or its nominee)
or shown on the Custodian's account on the books of the Depository or
the Book-Entry System, the Custodian shall by book-entry or otherwise
identify the quantity of those securities belonging to such Series. At
least monthly, the Custodian shall furnish the Fund with a detailed
statement of the Securities and monies held for each Series under this
Agreement.
(d) Registration of Securities and Physical Separation. All Securities
held for a Series which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for a
Series may be registered in the name of such Series, in the name of the
Custodian, in the name of any duly appointed registered nominee of the
Custodian as the Custodian may from time to time determine, or in the
name of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund reserves the right to
instruct the Custodian as to the method of registration and safekeeping
of the Securities. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or the Depository, any
Securities which it may hold for the account of a Series and which may
from time to time be registered in the name of such Series. The
Custodian shall hold all such Securities specifically allocated to a
Series which are not held in the Book-Entry System or the Depository in
a separate account for the Fund in the name of such Series physically
segregated at all times from those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Certificate, the Custodian
will establish segregated accounts on behalf of each Series to hold
liquid or other assets as it shall be directed by a Certificate and
shall increase or decrease the assets in such segregated accounts only
as it shall be directed by subsequent Certificate.
(f) Collection of Income and Other Matters Affecting Securities. Unless
otherwise instructed to the contrary by a Certificate, the Custodian by
itself, or through the use of the Book-Entry System or the Depository
with respect to Securities therein deposited, shall with respect to all
Securities held for each Series in accordance with this Agreement:
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1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian only shall have such responsibility to the Fund for
Securities which are called if either (i) the Custodian received
a written notice of such call; or (ii) notice of such call
appears in one or more of the publications listed in Appendix C
annexed hereto, which may be amended at any time by the Custodian
upon five (5) Business Days prior notification to the Fund;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of each Series all rights and similar Securities issued
with respect to any Securities held by the Custodian hereunder
for the Series.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of a
Certificate, the Custodian, directly or through the use of the
Book-Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Certificate, proxies,
consents, authorizations, and any other instruments whereby the
authority of the Fund as owner of any Securities may be
exercised;
2. Deliver or cause to be delivered any Securities held for the
Series in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for the
Series to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of
any corporation, and receive and hold under the terms of this
Agreement in the separate account for the Series such
certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of the
Series and take such other steps as shall be stated in a
Certificate to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
5. Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities entered
into by the Fund;
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6. Deliver Securities owned by the Series to the issuer thereof
or its agent when such Securities are called or otherwise become
payable. Notwithstanding the foregoing, the Custodian shall have
no responsibility for monitoring or ascertaining any call,
redemption or retirement dates with respect to put bonds which
are owned by the Series and held by the Custodian or its
nominees. Nor shall the Custodian have any responsibility or
liability to the Fund for any loss by the Series for any missed
payments or other defaults resulting therefrom; unless the
Custodian received timely notification from the Fund specifying
the time, place and manner for the presentment of any such put
bond owned by the Series and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes no
liability to the Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with respect
to put bonds;
7. Deliver Securities for delivery in connection with any loans
of Securities made by the Series but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund which may be in the form of cash or U.S.
government securities or a letter of credit;
8. Deliver Securities for delivery as security in connection with
any borrowings by the Series requiring a pledge of Fund assets,
but only against receipt of amounts borrowed;
9. Deliver Securities upon receipt of a Certificate from the Fund
for delivery to the Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be described from
time to time in the Fund's Prospectus, in satisfaction of
requests by holders of Shares for repurchase or redemption;
10. Deliver Securities as collateral in connection with short
sales by the Series of common stock for which the Series owns the
stock or owns preferred stocks or debt securities convertible or
exchangeable, without payment or further consideration, into
shares of the common stock sold short;
11. Deliver Securities for any purpose expressly permitted by and
in accordance with procedures described in the Fund's Prospectus;
and
12. Deliver Securities for any other proper business purpose, but
only upon receipt of, in addition to Written Instructions, a
certified copy of a resolution of the Fund's Board signed by an
Authorized Person and certified by the Secretary of the Fund,
specifying the Securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such
purpose to be a proper business purpose, and naming the person or
persons to whom delivery of such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of the
Series.
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5. Purchase and Sale of Investments.
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(a) Promptly after each purchase of Securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate; and
(ii) with respect to each purchase of Money Market Securities, either a
Written Instruction or Oral Instruction, in either case specifying with
respect to each purchase: (1) the Series to which the Securities
purchased are to be specifically allocated; (2) the name of the issuer
and the title of the Securities; (3) the number of shares or the
principal amount purchased and accrued interest, if any; (4) the date of
purchase and settlement; (5) the purchase price per unit; (6) the total
amount payable upon such purchase; (7) the name of the person from whom
or the broker through whom the purchase was made, if any; and (8)
whether or not such purchase is to be settled through the Book-Entry
System or the Depository. The Custodian shall receive the Securities
purchased by or for such Series and upon receipt of Securities shall pay
out of the monies held for the account of such Series the total amount
payable upon such purchase, provided that the same conforms to the total
amount payable as set forth in such Certificate, Written or Oral
Instruction.
(b) Promptly after each sale of Securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, a Certificate, and (ii) with
respect to each sale of Money Market Securities, either Written
Instruction or Oral Instructions, in either case specifying with respect
to such sale: (1) the Series to which such Securities sold were
specifically allocated; (2) the name of the issuer and the title of the
Securities; (3) the number of shares or principal amount sold, and
accrued interest, if any; (4) the date of sale; (5) the sale price per
unit; (6) the total amount payable to such Series upon such sale; (7)
the name of the broker through whom or the person to whom the sale was
made; and (8) whether or not such sale is to be settled through the
Book-Entry System or the Depository. The Custodian shall deliver or
cause to be delivered the Securities to the broker or other person
designated by the Fund upon receipt of the total amount payable to such
Series upon such sale, provided that the same conforms to the total
amount payable to the Series as set forth in such Certificate, Written
or Oral Instruction. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.
6. Lending of Securities.
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If the Fund is permitted by the terms of its organization
documents and as disclosed in its Prospectus to lend securities, within
24 hours after each loan of Securities, the Fund shall deliver to the
Custodian a Certificate specifying with respect to each such loan: (a)
the Series to which the Securities to be loaned are specifically
allocated; (b) the name of the issuer and the title of the Securities;
(c) the number of shares or the principal amount loaned; (d) the date of
loan and delivery; (e) the total amount to be delivered to the
Custodian, and specifically allocated against the loan of the
Securities, including the amount of cash collateral and the premium, if
any, separately identified; and (f) the name of the broker, dealer or
financial institution to which the loan was made.
Promptly after each termination of a loan of Securities, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to each such loan termination and return of Securities: (a) the
Series to which the Securities to be returned are specifically
allocated; (b) the name of the issuer and the title of the Securities to
be returned; (c) the number of shares or the principal amount to be
returned; (d) the date of termination; (e) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (f) the name of the broker, dealer or financial
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institution from which the Securities will be returned. The Custodian
shall receive all Securities returned from the broker, dealer or
financial institution to which such Securities were loaned and upon
receipt thereof shall pay the total amount payable upon such return of
Securities as set forth in the Certificate. Securities returned to the
Custodian shall be held as they were prior to such loan.
7. Payment of Dividends or Distributions.
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(a) For each Series, the Fund shall furnish to the Custodian a
Certificate specifying the date of payment of any dividend or
distribution, and the total amount payable to the Transfer Agent on the
payment date.
(b) Upon the payment date specified in such Certificate, the Custodian
shall pay out of the monies held for the account of the Series the total
amount payable to the Transfer Agent of the Fund.
8. Sale and Redemption of Shares.
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(a) Whenever the Fund shall sell any Shares, or whenever any Shares are
redeemed, the Fund shall deliver or cause to be delivered to the
Custodian a Written Instruction from the Transfer Agent duly specifying:
1. The net amount of money to be received by the Custodian, where
the sale of such Shares exceeds redemption; and
2. The net amount of money to be paid for such Shares, where
redemptions exceed purchases.
The Custodian understands and agrees that Written Instructions
may be furnished subsequent to the purchase of Shares and that the
information contained therein will be derived from the sales of Shares
as reported to the Fund by the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Series.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay all original issue
or other taxes required to be paid for the account of the Series in
connection with such issuance upon the receipt of a Written Instruction
specifying the amount to be paid.
(d) Upon receipt from the Transfer Agent of Written Instructions setting
forth the net amount of money to be paid for Shares received by the
Transfer Agent for redemption, the Custodian shall make payment to the
Transfer Agent of such net amount out of the monies held for the account
of the Series.
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9. Indebtedness.
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(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for
investment or for temporary administrative or emergency purposes using
Securities as collateral for such borrowings, a notice or undertaking in
the form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the Custodian a
Certificate stating with respect to each such borrowing: (1) the Series
to which the borrowing relates; (2) the name of the bank; (3) the amount
and terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund, or
other loan agreement; (4) the time and date, if known, on which the loan
is to be entered into (the "borrowing date"); (5) the date on which the
loan becomes due and payable; (6) the total amount payable to the Fund
for the account of such Series on the borrowing date; (7) the market
value of Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or
the principal amount of any particular Securities; and (8) a statement
that such loan is in conformance with the 1940 Act and the Fund's
Prospectus.
(b) Upon receipt of the Certificate referred to in subparagraph (a)
above, the Custodian shall deliver on the borrowing date the specified
collateral and the executed promissory note, if any, against delivery by
the lending bank of the total amount of the loan payable, provided that
the same conforms to the total amount payable as set forth in the
Certificate. The Custodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject
to all rights therein given the lending bank by virtue of any promissory
note or loan agreement. The Custodian shall deliver as additional
collateral in the manner directed by the Fund from time to time such
Securities as may be specified in the Certificate to collateralize
further any transaction described in this Section 9. The Fund shall
cause all Securities released from collateral status to be returned
directly to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the event
that the Fund fails to specify in the Certificate all of the information
required by this Section 9, the Custodian shall not be under any
obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.
10. Persons Having Access to Assets of the Fund.
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(a) No Board member or agent of the Fund, and no officer, director,
employee or agent of the Fund's investment adviser, of any
sub-investment adviser of the Fund, or of the Fund's administrator,
shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of
the Fund, nor shall the Custodian deliver any assets of the Fund to any
such person. No officer, director, employee or agent of the Custodian
who holds any similar position with the Fund's investment adviser, with
any sub-investment adviser of the Fund or with the Fund's administrator
shall have access to the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized officer,
director, employee or agent of the investment adviser, of any
sub-investment adviser of the Fund or of the Fund's administrator, from
giving Oral Instructions or Written Instructions to the Custodian or
executing a Certificate so long as it does not result in delivery of or
access to assets of the Fund prohibited by Section 10(a).
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11. Concerning the Custodian.
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(a) Standard of Conduct. Notwithstanding any other provision of this
Agreement, neither the Custodian nor its nominee shall be liable for any
loss or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except for any such loss or damage arising
out of the negligence, misfeasance or willful misconduct of the
Custodian or any of its employees, Sub-Custodians or agents. The
Custodian may, with respect to questions of law, apply for and obtain
the advice and opinion of counsel to the Fund or of its own counsel, at
the expense of the Fund, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such
advice or opinion. The Custodian shall not be liable to the Fund for any
loss or damage resulting from the use of the Book-Entry System or the
Depository, except to the extent such loss or damage arises by reason of
any negligence, misfeasance or willful misconduct on the part of the
Custodian or any of its employees or agents.
(b) Limit of Duties. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased by the
Fund, the legality of the purchase thereof, or the propriety of
the amount paid therefor;
2. The legality of the sale of any Securities by the Fund or the
propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety
of the amount to be paid therefor;
5. The legality of the declaration or payment of any distribution
of the Fund; or
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable for,
or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final crediting of
the account representing the Fund's interest in the Book-Entry System or
the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be under
any duty or obligation to take action to effect collection of any amount
due to the Fund from the Transfer Agent nor to take any action to effect
payment or distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent in accordance with this Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
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(f) Appointment of Agents and Sub-Custodians. The Custodian may appoint
one or more banking institutions, including but not limited to banking
institutions located in foreign countries, to act as Depository or
Depositories or as Sub-Custodian or as Sub-Custodians of Securities and
monies at any time owned by the Fund. The Custodian shall use reasonable
care in selecting a Depository and/or Sub-Custodian located in a country
other than the United States ("Foreign Sub-Custodian"), which selection
shall be in accordance with the requirements of Rule 17f-5 under the
1940 Act, and shall oversee the maintenance of any Securities or monies
of the Fund by any Foreign Sub-Custodian. In addition, the Custodian
shall hold the Fund harmless from, and indemnify the Fund against, any
loss, action, claim, demand, expense and proceeding, including counsel
fees, that occurs as a result of the failure of any Foreign
Sub-Custodian or Depository to exercise reasonable care with respect to
the safekeeping of Securities and monies of the Fund. Notwithstanding
the generality of the foregoing, however, the Custodian shall not be
liable for any losses resulting from the general risk of investing or
holding Securities and monies in a particular country, including, but
not limited to, losses resulting from nationalization, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or
de jure; or enactment, promulgation, imposition or enforcement by any
such governmental authority of currency restrictions, exchange controls,
taxes, levies or other charges affecting the Fund's property; or acts of
war, terrorism, insurrection or revolution; or any other similar act or
event beyond the Custodian's control.
(g) No Duty to Ascertain Authority. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund are such as may properly be held
by the Fund under the provisions of its organization documents and the
Prospectus.
(h) Reliance on Certificates and Instructions. The Custodian shall be
entitled to rely upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an officer or Authorized
Person of the Fund. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by an
Authorized Person. The Fund agrees to forward to the Custodian Written
Instructions from an Authorized Person confirming such Oral Instructions
in such manner so that such Written Instructions are received by the
Custodian, whether by hand delivery, telex or otherwise, by the close of
business on the same day that such Oral Instructions are given to the
Custodian. The Fund agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way affect
the validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian shall
incur no liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from a duly
Authorized Person.
(i) Overdraft Facility and Security for Payment. In the event that the
Custodian is directed by Written Instruction (or Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof) to make
any payment or transfer of monies on behalf of a Series for which there
would be, at the close of business on the date of such payment or
transfer, insufficient monies held by the Custodian on behalf of such
Series, the Custodian may, in its sole discretion, provide an overdraft
(an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the Fund and the Custodian; and (b) shall accrue
-11-
<PAGE>
interest from the date of the Overdraft to the date of payment in full
by the Fund at a rate agreed upon in writing, from time to time, by the
Custodian and the Fund. The Custodian and the Fund acknowledge that the
purpose of such Overdraft is to temporarily finance the purchase of
Securities for prompt delivery in accordance with the terms hereof, to
meet unanticipated or unusual redemption, to allow the settlement of
foreign exchange contracts or to meet other emergency expenses not
reasonably foreseeable by the Fund. The Custodian shall promptly notify
the Fund in writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as the Fund and the
Custodian may agree in writing. To secure payment of any Overdraft, the
Fund hereby grants to the Custodian a continuing security interest in
and right of setoff against the Securities and cash in the Series'
account from time to time in the full amount of such Overdraft. Should
the Fund fail to pay promptly any amounts owed hereunder, the Custodian
shall be entitled to use available cash in the Series' account and to
liquidate Securities in the account as is necessary to meet the Fund's
obligations under the Overdraft. In any such case, and without limiting
the foregoing, the Custodian shall be entitled to take such other
actions(s) or exercise such other options, powers and rights as the
Custodian now or hereafter has as a secured creditor under the
Massachusetts Uniform Commercial Code or any other applicable law.
(j) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Fund and by the appropriate
employees of the Securities and Exchange Commission.
The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the
Book-Entry System or the Depository and with such reports on its own
systems of internal accounting control as the Fund may reasonably
request from time to time.
12. Term and Termination.
---------------------
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until such time as this Agreement may be terminated in accordance with
the provisions hereof.
(b) Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of
receipt of such notice. In the event such notice is given by the Fund,
it shall be accompanied by a certified vote of the Fund's Board,
electing to terminate this Agreement and designating a successor
custodian or custodians, which shall be a person qualified to so act
under the 1940 Act.
In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a
certified vote of the Fund's Board, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian, which shall be a person
qualified to so act under the 1940 Act. If the Fund fails to designate a
successor custodian, the Fund shall upon the date specified in the
notice of termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and monies then
owned by the Fund, be deemed to be its own custodian and the Custodian
shall thereby be relieved of all duties and responsibilities pursuant to
this Agreement, other than the duty with respect to Securities held in
the Book-Entry System which cannot be delivered to the Fund.
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<PAGE>
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and monies then held by the
Custodian on behalf of the Fund, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled.
13. Limitation of Liability.
------------------------
The Fund and the Custodian agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the Board
members, shareholders, nominees, officers, employees or agents, whether
past, present or future, of the Fund, individually, but are binding only
upon the assets and property of the Fund. The execution and delivery of
this Agreement have been authorized by the Fund's Board members, and
signed by an authorized officer of the Fund, acting as such, and neither
such authorization by such Board members nor such execution and delivery
by such officer shall be deemed to have been made by any of them or any
shareholder of the Fund individually or to impose any liability on any
of them or any shareholder of the Fund personally, but shall bind only
the assets and property of the Fund.
14. Miscellaneous.
--------------
(a) Annexed hereto as Appendix A is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present Authorized Persons. The Fund agrees to furnish to the Custodian
a new certification in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed.
Until such new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon
Oral Instructions or signatures of the present Authorized Persons as set
forth in the last delivered certification.
(b) Annexed hereto as Appendix D is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present officers of the Fund. The Fund agrees to furnish to the
Custodian a new certification in similar form in the event any such
present officer ceases to be an officer of the Fund or in the event that
other or additional officers are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected
in acting under the provisions of this Agreement upon the signature of
an officer as set forth in the last delivered certification.
(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given
if addressed to the Custodian and mailed or delivered to it at its
offices at One Boston Place, Boston, MA 02108 or at such other place as
the Custodian may from time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its offices at
200 Park Avenue, New York, New York 10166 or at such other place as the
Fund may from time to time designate in writing.
(e) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality
-13-
<PAGE>
as this Agreement, (i) authorized, or ratified and approved by a vote of
the Fund's Board, including a majority of the Board members who are not
"interested persons" of the Fund (as defined in the 1940 Act), or (ii)
authorized, or ratified and approved by such other procedures as may be
permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the
written consent of the Custodian, or by the Custodian without the
written consent of the Fund authorized or approved by a vote of the
Fund's Board. Nothing in this Agreement shall give or be construed to
give or confer upon any third party any rights hereunder.
(g) The Fund represents that copies of its organization documents are on
file with the Secretary of the Commonwealth of Massachusetts.
(h) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(i) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(j) This agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
MPAM FUNDS TRUST, on behalf of the Series listed
on Schedule
By: /s/ Jeff Prusnofsky
-------------------
Name: Jeff Prusnofsky
Title: Secretary
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Chris Healy
---------------
Name: Chris Healy
Title: First Vice President
-15-
<PAGE>
SCHEDULE 1
Name of Series
--------------
MPAM International Fund
MPAM Emerging Markets Fund
-16-
<PAGE>
SCHEDULE 2
I. Asset Based Charges
A. U.S. Securities (Net Asset Value)
First $1 Billion 0.70 Basis Points
Next $1 Billion 0.50 Basis Points
Excess 0.25 Basis Points
B. International Securities (Market Value)
Foreign Assets in all funds will be totaled by country and charged a
basis point fee by category.
Euroclear 5.00 Basis Points
Category I 8.00 Basis Points
Category II 14.00 Basis Points
Category III 16.00 Basis Points
Category IV 45.00 Basis Points
(A complete listing of countries is on page 2 of this fee schedule)
II. Transaction Charges
A. Domestic
U.S. Buy/Sell transaction (DTC, PTC, Fed) $7.00
Physical U.S. Buy/Sell transaction $20
-17-
<PAGE>
B. International
Euroclear $ 25
Category I $ 35
Category II $ 60
Category III $ 80
Category IV $100
C. Other Transactions
Futures Transaction $ 8
Paydown Transaction $ 5
Margin Variation Wire $ 10
F/X not executed at BSDT $ 20
Options Round Trip $ 20
Wire Transfer $ 5
III.
The Custodian reserves the right to amend its fees if the service
requirements change in a way that materially affects our
responsibilities or costs. Support of other derivative investment
strategies or special processing requirements (e.g., external cash
sweep, third party securities lending etc.) may result in additional
fees.
-18-
<PAGE>
IV. Country by Country Categories:
Category I Category II Category III Category IV
Australia Argentina Austria Bangladesh
Belgium Denmark Indonesia Brazil
Canada Finland Israel Colombia
France Hong Kong South Korea China
Germany Malaysia Philippines Czech Republic
Ireland Mexico Singapore Greece
Italy Norway Thailand India
Japan Spain Jordan
Netherlands Luxembourg
New Zealand Pakistan
South Africa Peru
Sweden Poland
Switzerland Portugal
United Kingdom Sri Lanka
Cedel Taiwan
Turkey
Uruguay
Venezuela
Egypt
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<PAGE>
SCHEDULE 3
The Custodian will pass through to the client any out-of-pocket expenses
including, but not limited to, postage, courier expense, registration fees,
stamp duties telex charges, custom reporting or custom programming,
internal/external tax, legal or consulting costs, proxy voting expenses, etc.
The Fund will pay to the Custodian as soon as possible after the end of
each month all out-of-pocket expenses reasonably incurred in connection with the
assets of the Fund.
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<PAGE>
APPENDIX A
I, Jeff Prusnofsky, Secretary of the Fund, do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf of the Fund
and the specimen signatures set forth opposite their respective names are their
true and correct signatures:
Name Signature
---- ---------
SEE APPENDIX A-1
MPAM FUNDS TRUST, on behalf of the Series listed
on Schedule 1
/s/ Jeff Prusnofsky
----------------------------------
Jeff Prusnofsky, Secretary
Dated: June 14, 2000
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<PAGE>
APPENDIX A-1
MPAM INTERNATIONAL FUND
MPAM EMERGING MARKETS FUND
AUTHORIZED SIGNATORIES
----------------------
<TABLE>
<CAPTION>
Group I Group II
<S> <C>
Paul R. Casti, Jr., Michael Condon, Paul R. Casti, Jr., Michael Condon,
William McDowell, Jean Farley, Gregory Christopher Condron, Joseph Connolly,
Gruber, Paul Molloy, James Windels, Gregory Gruber, William McDowell,
Frank Brensic, Phyllis Meiner, Robert James Windels, Paul Molloy, William T.
Robol, Laura Sanderson, Lori McNab, Sandalls, Jr., Jean Farley and Robert Robol
Lucy Dermezis, Rob Svagna, Michael
Stalzer, Robert Salviolo and Erik
Naviloff
</TABLE>
1. Fees payable to Mellon Bank, N.A. or Boston Safe Deposit and Trust
Company pursuant to written agreement with the Fund for services
rendered in its capacity as Custodian or agent of the Fund, or to
Dreyfus Transfer, Inc. in its capacity as Transfer Agent or agent of the
Fund:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more
than once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group I or
Group II, or both such Groups, except that no individual shall
be authorized to sign more than once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more
than once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group II,
including any one of the following: Paul Molloy, Paul R.
Casti, Jr., Christopher Condron, James Windels, Joseph
Connolly or William T. Sandalls, Jr., except that no
individual shall be authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
-------------------------------------------------------
Two (2) signatures required from any of the following:
Erik Naviloff, Christopher Schiller, Maria Schiller, Robert
Robol, Rob Svagna.
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<PAGE>
APPENDIX A-2
AUTHORIZED PERSONS: FOR PAYMENT OF BLUE SKY FEES
1. The Custodian shall be authorized to draw from the Fund's custodial
account, upon request by the Dreyfus Legal Department and only upon
compliance with these procedures for payment of state blue sky fees for
the purpose of, including but not limited to, state notification or
registration, exemption, amendment and filing fees.
2. The Dreyfus Legal Department shall prepare a Wire Transfer
Authorization Form addressed to the Custodian that includes an attached
invoice containing the following information: the name of the Fund, the
Fund's internal code number, the amount to be funded, the state and
type of filing, and the appropriate general ledger account.
3. Each Wire Transfer Authorization Form must be signed by two (2) of the
following authorized Blue Sky Administrators:
James Bitetto
Joni L. Charatan
Janette Farragher
John Hammalian
Mark N. Jacobs
Emile Molineaux
Robert R. Mullery
Steven Newman
Jeff Prusnofsky
Michael Rosenberg
Adam Scaramella
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<PAGE>
APPENDIX B
I, Jeff Prusnofsky, Secretary of the Fund, do hereby certify that the
only classes of shares of the Fund issued and/or authorized by the Fund as of
the date of this Custody Agreement are shares of beneficial interest, without
par value, as follows:
MPAM International Fund
MPAM Emerging Markets Fund
MPAM FUNDS TRUST, on behalf of the Series
listed on Schedule 1
/s/ Jeff Prusnofsky
-----------------------------------------
Jeff Prusnofsky, Secretary
Dated: June 14, 2000
-24-
<PAGE>
APPENDIX C
The following are designated publications for purposes of paragraph 2 of
Section 4 (f):
The Bond Buyer
Depository Trust and Clearing Corporation Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
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<PAGE>
APPENDIX D
I, Jeff Prusnofsky, Secretary of the Fund, do hereby certify that:
The following individuals serve in the following positions with the Fund
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Fund's Master Trust Agreement and the
specimen signatures set forth opposite their respective names are their true and
correct signatures:
Name Position Signature
Patrick J. O'Connor Chairman of the Board
David Lamere President
Mark N. Jacobs Vice President
Vernon Winter Vice President
Jospeh Connolly Vice President and Treasurer
Jeff Prusnofsky Secretary
Steven F. Newman Assistant Secretary
Michael A. Rosenberg Assistant Secretary
-26-
<PAGE>
Gregory S. Gruber Assistant Treasurer
William McDowell Assistant Treasurer
James Windels Assistant Treasurer
MPAM FUNDS TRUST, on behalf of the Series listed on
Schedule 1
/s/ Jeff Prusnofsky
-------------------------------------
Jeff Prusnofsky, Secretary
Dated: June 14, 2000
-27-
