EX-99.H(3) 7 0007.txt 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 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: /s/ Jeff Prusnofsky ----------------------------------- Jeff Prusnofsky The foregoing agreement is hereby accepted as of June 14, 2000 MELLON BANK, N.A. By: /s/ David F. Lamere ----------------------------- David F. Lamere Title: SCHEDULE A -------------------------------------------------------------------------------- FUND EXPENSE LIMITATION -------------------------------------------------------------------------------- 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% --------------------------------------------------------------------------------