Exhibit

Sub-Item 77D  - Policies with respect to Security
Investments

Pursuant to an exemptive order received from the
Securities and Exchange Commission in August 2001,
each Fund comprising MPAM Funds Trust may invest its
uninvested cash reserves, or cash it receives as
collateral from borrowers of its portfolio securities
in connection with the Fund's securities lending
program, in shares of one or more registered money
market funds advised by The Dreyfus Corporation,
of which each Fund's investment adviser, MPAM Advisers,
is a division. Such investments may be in excess of the
limitations imposed under the Investment Company Act of
1940, as amended, except that a Fund's aggregate
investment of uninvested cash reserves in such money
market funds may not exceed 25% of its total assets.






Sub-Item 77M
Mergers

I. During the period ended February 28, 2002,
MPAM Small Cap Stock Fund (the "Acquiring Fund"),
a series of MPAM Funds Trust (the "Trust"), was the
surviving entity of a reorganization with Dreyfus
Disciplined Smallcap Stock Fund (the "Acquired Fund"),
a series of The Dreyfus/Laurel Funds, Inc ("Dreyfus/Laurel").

      In connection with such reorganization, Dreyfus/Laurel,
on behalf of the Acquired Fund, the Trust, on behalf of
the Acquiring Fund, and The Dreyfus Corporation ("Dreyfus"),
as investment adviser to the Acquired Fund, and through
MPAM Advisers, a division of Dreyfus, to the Acquiring Fund,
received an exemptive order pursuant to Section 17(b) of
the Investment Company Act, as amended (the "Act") from
the provisions of Section 17(a) of the Act, as described
in Investment Company Act Release No. 25154 dated
September 12, 2001.

      On April 26, 2001 and May 9, 2001, the Acquired
Fund's Board and the Trust's Board, respectively,
approved an Agreement and Plan of Reorganization (the "Plan")
providing for the transfer of all assets, subject to
liabilities, of the Acquired Fund in exchange for
Acquiring Fund shares having an aggregate
net asset value of the Acquired Fund shares as described
below (the "Exchange").

      At a Special Meeting of Shareholders of the Acquired
Fund held on September 25, 2001, shareholders of the
Acquired Fund voted to approve the Plan.  The votes of
the Acquiring Fund shareholders were not solicited since
their approval or consent was not necessary for the Exchange.

      After the close of business on October 26, 2001,
the Exchange was consummated with respect to the Plan.
Shareholders of the Acquired Fund who were Mellon Private
Asset Management clients that maintained qualified fiduciary,
custody or other accounts with Mellon Bank, N.A. or Boston
Safe Deposit and Trust Company, or their bank affiliates
(collectively, "MPAM Clients"), received MPAM shares of
the Acquiring Fund, and non-MPAM Clients received
Investor shares of the Acquiring Fund, in each case
in an amount equal to the aggregate net asset value of
their respective investment in the Acquired Fund at the time of
the Exchange. The Acquired Fund distributed such Acquiring
Fund shares among its shareholders, and thereafter the
Acquired Fund was dissolved.

II. During the period ended February 28, 2002, MPAM Bond
Fund (the "Acquiring Fund"), a series of MPAM Funds Trust
(the "Trust"), was the surviving entity of a reorganization
with Dreyfus Disciplined Intermediate Bond Fund (the "Acquired
Fund"), a series of The Dreyfus/Laurel Funds, Inc
("Dreyfus/Laurel").

      In connection with such reorganization, Dreyfus/Laurel,
on behalf of the Acquired Fund, the Trust, on behalf of
the Acquiring Fund, and The Dreyfus Corporation ("Dreyfus"),
as investment adviser to the Acquired Fund, and through
MPAM Advisers, a division of Dreyfus, to the Acquiring Fund,
received an exemptive order pursuant to Section 17(b) of
the Investment Company Act, as amended (the "Act") from the
provisions of Section 17(a) of the Act, as described in
Investment Company Act Release No. 25153 dated
September 12, 2001.

      On April 26, 2001 and May 9, 2001, the Acquired
Fund's Board and the Trust's Board, respectively,
approved an Agreement and Plan of Reorganization
(the "Plan") providing for the transfer of all assets,
subject to liabilities, of the Acquired Fund in exchange
for Acquiring Fund shares having an aggregate
net asset value of the Acquired Fund shares as
described below (the "Exchange").

      At a Special Meeting of Shareholders of the Acquired
Fund held on September 25, 2001, shareholders of the Acquired
Fund voted to approve the Plan.  The votes of the Acquiring
Fund shareholders were not solicited since their
approval or consent was not necessary for the Exchange.

      After the close of business on October 26, 2001,
the Exchange was consummated with respect to the Acquiring
Fund. Holders of Investor shares of the Acquired Fund
received Investor shares of the Acquiring Fund, and holders
of Restricted shares of the Acquired Fund received MPAM
shares of the Acquiring Fund, in each case in an amount
equal to the aggregate net asset value of their
respective investment in the Acquired Fund at the time of
the Exchange. The Acquired Fund distributed such Acquiring
Fund shares among its shareholders, and thereafter the
Acquired Fund was dissolved.





Sub-Item 77O -- Transactions effected pursuant to Rule
10f-3

On August 16, 2001, MPAM National Intermediate Municipal
Bond Fund (the "Fund"), a series of MPAM Funds Trust
(the "Trust"), purchased, at slightly above par
value, the following bonds (the "Bonds") in the
amount noted:

Massachusetts State Consolidated Loan, 4.75% Bonds
due December 1, 2010 -$1,500,000.
The Fund purchased its share of the Bonds through
Salomon Smith Barney Inc., the lead member of the
underwriting syndicate which offered the Bonds to
investors (the "Underwriting Syndicate"), and designated
that certain members of the Underwriting Syndicate
provide the portion of the Bonds to the
Fund in accordance with the following allocation:

Salomon Smith Barney Inc.                  50%
Bear, Stearns & Co. Inc.                    4%
J. P. Morgan Securities Inc.                4%
Lehman Brothers                            10%
UBS PaineWebber Inc.                        5%
Advest, Inc.                                3%
CIBC World Markets                        2.5%
Corby North Bridge Securities               3%
First Albany Corporation                    3%
Merrill Lynch & Co.                         4%
Morgan Stanley                              4%
State Street Capital Markets, LLC          25%
Tucker Anthony Inc.                       2.5%

(each, a "Syndicate Member"). Such allocation applied
to the Fund's purchase of the Bonds in the aggregate,
each of which was made from each Syndicate Member's
own account. Mellon Financial Markets LLC, an
affiliate of the Fund, was a member of the Underwriting
Syndicate; however, it received no benefit in
connection with the Fund's transaction.

The Fund paid a commission of 1/2 basis point per
Bond purchased, which was allocated pro rata among
the Syndicate Members in accordance with the
percentages shown above. No other member of the
Underwriting Syndicate received any economic benefit
from the Fund's purchase of the Bonds.

      The following is a list of the members of the
Underwriting Syndicate:

Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
J.P. Morgan Securites Inc.
Lehman Brothers
UBS PaineWebber Inc.
Advest, Inc.
A.G. Edwards & Sons, Inc.
CIBC World Markets
Corby North Bridge Securities
Dain Rauscher Incorporated
Fahnestock & Co. Inc.
First Albany Corporation
H.C. Wainwright & Co., Inc.
Janney Montgomery Scott LLC.
Mellon Financial Markets LLC
Merrill Lynch & Co.
Morgan Stanley
Prudential Securities
Quick & Reilly, Inc.
Ramirez & Co., Inc.
Raymond James & Associates, Inc.
State Street Capital Markets, LLC
Tucker Anthony Inc.

      Accompanying this statement are materials
presented to the Trust's Board of Trustees, which
ratified the Fund's purchase of the Bonds as being in
compliance with the Trust's Rule 10f-3 Procedures, at
the Fund's Board meeting held on December 4, 2001.








TO:         The Board of Trustees of
            MPAM Funds Trust

FROM:       Jeff Prusnofsky

RE:         Review of Compliance with
            Rule 10f-3 Procedures

DATE:       November 20, 2001

******************************************************
      The following constitutes the required report of
the purchase of a
security that was effected by MPAM National
Intermediate Municipal Bond Fund (the "Fund") pursuant
to procedures as prescribed by Rule 10f-3 under the
Investment Company Act of 1940, as amended
(the "1940 Act"), during the period
August 1, 2001 through October 31, 2001.

      Rule 10f-3 under the 1940 Act exempts certain
purchases of securities by a registered investment
company that are otherwise prohibited under
Section 10(f).

      Section 10(f) prohibits any Dreyfus-sponsored
fund from acquiring securities if an affiliated person
of a fund, including Mellon Financial Corporation or
any of its affiliates and subsidiaries, concurrently
is acting as a principal underwriter in connection
with the offering of such securities to others.
The foregoing restriction applies even if the purchase
is actually made from an underwriter unaffiliated with
the fund. This provision of the 1940 Act was designed
to prevent an underwriter affiliated with a fund from
"dumping" otherwise unmarketable securities on the fund.

      Under certain conditions, however, Rule 10f-3
provides an exemption from the prohibitions of
Section 10(f). Rule 10f-3 permits a fund to
purchasesecurities that would otherwise violate
Section 10(f) if, among other
things:

1.    the securities are registered under the Securities
Act of 1933, or are municipal securities, certain
Rule 144A securities, or certain foreign offerings;

2.    the securities are purchased prior to the end of
the first day on which any sales are made, at a price
that is not more than the price paid by each other
purchaser of the securities in that offering or any
concurrent offering of the securities, and if the
securities are offered for subscription upon exercise
of rights, the securities are purchased on or
before the fourth day preceding the day on which the
rights of offering terminate;

3.    the securities are offered pursuant to
a firm commitment underwriting;

4.    the commission, spread or profit received or
to be received by the principal underwriters is
reasonable and fair compared to the commission, spread
or profit received by others in connection with the
underwriting of similar securities being sold during
a comparable period of time;

5.    the issuer of the securities has been in
continuous operation for not less than three years
with respect to securities that are part of an issue
resgistered under the Securities Act of 1933, as amended,
that was offered to the public or purchased pursuant
to a qualifying foreign or Rule 144A offering, or, with
respect to municipal securities, the issuer meets certain
rating requirements described in Rule 10f-3;

6.    the amount of securities of any class of such issue
purchased by the fund, or by two or more funds having
the same investment adviser, does not exceed 25% of the
principal amount of the offering of such class; and

7.    the securities are purchased from a member of
the syndicate other than the affiliated underwriter.
A portfolio manager of the Fund has completed the
attached report and has informed us that the
transaction complies with the Fund's Rule 10f-3
Procedures. The Procedures state that the Board
must determine that any transactions engaged in
by the Fund pursuant to Rule 10f-3 have been effected
in compliance with the Procedures adopted by the
Board with respect to such transactions.
A copy of the Procedures previously adopted by the
Board pursuant to Rule 10f-3 is contained in the
materials of the Board Meeting held on September 5, 2000.

      We will discuss the transaction at the upcoming
Board meeting.








REPORT OF PURCHASE OF SECURITIES
IN COMPLIANCE WITH RULE 10F-3

This report must be completed on the date of
purchase and must be provided promptly to the
portfolio management department head and to the
legal department. Any changes to the information
provided herein must be reported immediately to each
of these departments.

1.    Name of Dreyfus/MPAM Fund: MPAM NATIONAL
                                 INTERMEDIATE
                                 MUNICIPAL FUND

2.    Total Net Assets of Fund:  $471,832,883.18

3.    Type of Security:           MUNICIPAL BOND

4.    Description of Security Purchased: MASSACHUSETTS
                                         STATE G.O. CONS.
                                         LN.-SERC.

5.    Purchased per Firm Commitment Underwriting? YES

6.    Security Rating:              Aa2/AA-/AA-

7.    Name of Underwriting Syndicate
      Dealer Effecting Transaction: SALOMON SMITH BARNEY

8.    Name of Affiliated Underwriter in
      Underwriting Syndicate:  MELLON FINANCIAL MARKETS LLC.

9.    Issue Size:             $932,090,000

10.   Amount Purchased by Fund:     $3,000,000

11.   Percentage of Principal Amount
      of Offering Purchased by Fund
      (not to exceed 25% of offering with respect
      to all Dreyfus-managed funds):       .3%

12.   Amount Purchased as a Percentage of
      Fund Assets:                         .6%

13.   Purchase Price of Securities
      (if at par, so state):          $104,645

14.   Commission/Spread Received by
      Principal Underwriters:           1/2

15.   Were the Securities purchased prior to the
      end of the first day on which any sales were
      made, at a price that was not more than the
      price paid by each other purchaser of the
      Securities in that offering or any concurrent
      offering of the Securities (except, with respect
      to the purchase of any eligible foreign offering,
      for any rights to purchase that were required
      by law to be granted to existing security holders
      of the issuer)? YES . If the Securities were offered
      for subscription upon exercise of rights, were
      the Securities purchased on or before the fourth
      day preceding the day on which the rights
      offering terminated? N/A

16.   If the Securities were part of an issue registered
      under the Securities Act of 1933, as amended,
      that was offered to the public, or was purchased
      pursuant to an eligible  foreign or Rule 144A
      offering, was the issuer of the Securities in
      continuous operation for not less than three years,
      including the operations of any predecessors? N/A

17.   Was the commission, spread or profit received or
      to be received by the principal underwriters of
      the Securities reasonable and fair compared to
      the commission, spread or profit received by
      other such persons in connection with the underwriting
      of similar securities being sold during a comparable
      period of time? YES

18.   Did the Fund's purchase of the Securities benefit
      any underwriter affiliated with the Fund directly
      or indirectly or, with respect to any eligible
      municipal securities, was it designated as a
      "group sale" or otherwise allocated to the affiliated
      underwriter's account? No

/s/Kristin D. Lindquist             Purchase Date: 8/16/2001
Portfolio Manager