0000898432-00-000503 Sample Contracts

INVESTMENT ADVISORY AGREEMENT MPAM FUNDS TRUST
Investment Advisory Agreement • July 7th, 2000 • Mpam Funds Trust
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ARTICLE I DEFINITIONS
Transfer Agency Agreement • July 7th, 2000 • Mpam Funds Trust • New York
ADMINISTRATION AGREEMENT MPAM FUNDS TRUST 200 Park Avenue New York, New York 10166
Administration Agreement • July 7th, 2000 • 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.

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