-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K46+HVqp+dngr84QMiyiJ7JSx6sS9M6dculCS7JfUPf45hCbgY+Ov1NvNrNgkUMr qsD2XtS/jUSCSk8Z4SN8hQ== 0000854904-01-500027.txt : 20010730 0000854904-01-500027.hdr.sgml : 20010730 ACCESSION NUMBER: 0000854904-01-500027 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010531 FILED AS OF DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER MUNICIPAL PREMIUM INCOME TRUST CENTRAL INDEX KEY: 0000842891 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133498050 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: SEC FILE NUMBER: 811-05688 FILM NUMBER: 1690649 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123922550 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL PREMIUM INCOME TRUST/MA DATE OF NAME CHANGE: 19930721 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTATE MUNICIPAL PREIMIUM INCOME TRUST/MA DATE OF NAME CHANGE: 19930721 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL PREMIUM INCOME TRUST/ DATE OF NAME CHANGE: 19930721 NSAR-B 1 0001.txt N-SAR (6.1) PAGE 1 000 B000000 05/31/2001 000 C000000 0000842891 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 MSDW MUNICIPAL PREMIUM INCOME TRUST 001 B000000 811-5689 001 C000000 2123922550 002 A000000 TWO WORLD TRADE CENTER 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10048 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC. 008 B000001 A 008 C000001 801-42061 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10048 010 A000001 MORGAN STANLEY SERVICES COMPANY 010 B000001 8-14172 010 C010001 NEW YORK 010 C020001 NY 010 C030001 10048 012 A000001 MORGAN STANLEY DEAN WITTER TRUST FSB 012 B000001 84-1785 012 C010001 JERSEY CITY 012 C020001 NJ 012 C030001 07311 013 A000001 DELOITTE & TOUCHE LLP 013 B010001 NEW YORK 013 B020001 NY PAGE 2 013 B030001 10281 014 A000001 MORGAN STANLEY DW INC. 014 B000001 8-14172 014 A000002 MORGAN STANLEY & CO. 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A020000 625923107 087 A030000 PIA 088 A000000 N 088 B000000 N 088 C000000 N 088 D000000 Y SIGNATURE BARRY FINK TITLE VICE PRESIDENT EX-99.77BACCTLTTR 2 report5-31.txt INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Trustees of Morgan Stanley Dean Witter Municipal Premium Income Trust: In planning and performing our audit of the financial statements of Morgan Stanley Dean Witter Municipal Premium Income Trust (the "Fund") for the year ended May 31, 2001 (on which we have issued our report dated July 9, 2001), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control. The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of May 31, 2001. This report is intended solely for the information and use of management, the Shareholders and Board of Trustees of Morgan Stanley Dean Witter Municipal Premium Income Trust, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. Deloitte & Touche LLP New York, New York July 9, 2001 EX-99.77Q1OTHREXHB 3 bony.txt AMENDMENT AMENDMENT made as of June 15, 2001 to that certain Custody Agreement dated as of ______ between The Bank of New York ("Custodian") and each Morgan Stanley Dean Witter Fund having a Custody Agreement with Custodian and listed on Exhibit A hereto (each a "Fund" and each such Custody Agreement hereinafter referred to as the "Custody Agreement"). W I T N E S S E T H: WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended (the "Rule"), was adopted on June 12, 2000 by the Securities and Exchange Commission; WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to conform to the Rule; NOW, THEREFORE, the Fund and Custodian hereby agree as follows: A. The following new Article is hereby added to the Custody Agreement: FOREIGN DEPOSITORIES 1. As used in this Article, the term "Foreign Depository" shall mean each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended (the "Rule"), identified by Custodian to the Fund from time to time, and their respective nominees. 2. With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence such as a person having responsibilities for the safekeeping of the Fund's assets would exercise (i) to provide the Fund or its investment adviser with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, but not of any Foreign Depository to the extent covered by an analysis described in clause (i) of this Section, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities. 3. In the event that Custodian believes that a depository institution has ceased to be an Eligible Securities Depository, Custodian shall promptly notify the Fund and shall act in accordance with instructions of the Fund with respect to the disposition of any assets of the Fund held by such depository institution. 4. Custodian shall exercise reasonable care, prudence and diligence in performing the requirements set forth in paragraphs 1, 2 and 3 above. B. The Fund hereby represents and warrants that before authorizing the placement of assets with a particular Foreign Depository, the Fund or the investment adviser has determined, based in party on the Fund's review of the risks analysis provided to the Fund by Custodian as described in Section 2 of the new Article, that the custody arrangements of such Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the Investment Company Act of 1940. C. This Amendment 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 amendment. IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written. EACH MORGAN STANLEY DEAN WITTER FUND LISTED ON EXHIBIT A HERETO By: /s/ Barry Fink ------------------------------- Barry Fink Title: Vice President THE BANK OF NEW YORK By: /s/ Edward G. McGann ------------------------------- Edward G. McGann Title: Vice President 2 EXHIBIT A 1. Active Assets California Tax-Free Trust 2. Active Asset Government Securities Trust 3. Active Assets Institutional Money Trust 4. Active Assets Money Trust 5. Active Assets Premier Money Trust 6. Active Assets Tax-Free Trust 7. Morgan Stanley 21st Century Trend Fund 8. Morgan Stanley Aggressive Equity Fund 9. Morgan Stanley All Star Growth Fund 10. Morgan Stanley American Opportunities Fund 11. Morgan Stanley Balanced Growth Fund 12. Morgan Stanley Balanced Income Fund 13. Morgan Stanley Dean Witter California Insured Municipal Income Trust 14. Morgan Stanley Dean Witter California Quality Municipal Securities 15. Morgan Stanley California Tax-Free Daily Income Trust 16. Morgan Stanley California Tax-Free Income Fund 17. Morgan Stanley Capital Growth Securities 18. Morgan Stanley Competitive Edge Fund 19. Morgan Stanley Convertible Securities Trust 20. Morgan Stanley Developing Growth Securities Trust 21. Morgan Stanley Diversified Income Trust 22. Morgan Stanley Dividend Growth Securities Inc. 23. Morgan Stanley Equity Fund 24. Morgan Stanley Federal Securities Trust 25. Morgan Stanley Financial Services Trust 26. Morgan Stanley Fund of Funds: Domestic Portfolio International Portfolio 27. Morgan Stanley Global Utilities Fund 28. Morgan Stanley Dean Witter Government Income Trust 29. Morgan Stanley Growth Fund 30. Morgan Stanley Hawaii Municipal Trust 31. Morgan Stanley Health Sciences Trust 32. Morgan Stanley Dean Witter High Income Advantage Trust 33. Morgan Stanley Dean Witter High Income Advantage Trust II 34. Morgan Stanley Dean Witter High Income Advantage Trust III 35. Morgan Stanley High Yield Securities Inc. 36. Morgan Stanley Income Builder Fund 37. Morgan Stanley Income Securities Inc. 38. Morgan Stanley Dean Witter Insured California Municipal Securities 39. Morgan Stanley Dean Witter Insured Municipal Bond Trust 40. Morgan Stanley Dean Witter Insured Municipal Income Trust 41. Morgan Stanley Dean Witter Insured Municipal Securities 42. Morgan Stanley Dean Witter Insured Municipal Trust 43. Morgan Stanley Intermediate Income Securities Inc. 44. Morgan Stanley KLD Social Index Fund 45. Morgan Stanley Limited Term Municipal Trust 46. Morgan Stanley Liquid Asset Fund Inc. 47. Morgan Stanley Market Leader Trust 48. Morgan Stanley Mid-Cap Equity Trust 49. Morgan Stanley Mid-Cap Value Fund 50. Morgan Stanley Multi-State Municipal Series Trust: The Arizona Series The Florida Series The New Jersey Series The Pennsylvania Series 51. Morgan Stanley Dean Witter Municipal Income Opportunities Trust 52. Morgan Stanley Dean Witter Municipal Income Opportunities Trust II 53. Morgan Stanley Dean Witter Municipal Income Opportunities Trust III 54. Morgan Stanley Dean Witter Municipal Premium Income Trust 55. Morgan Stanley NASDAQ-100 Index Fund 56. Morgan Stanley Natural Resource Development Securities Inc. 57. Morgan Stanley New Discoveries Fund 58. Morgan Stanley New York Municipal Money Market Trust 59. Morgan Stanley Dean Witter New York Quality Municipal Securities 60. Morgan Stanley New York Tax-Free Income Fund 61. Morgan Stanley Next Generation Trust 62. Morgan Stanley North American Government Income Trust 63. Morgan Stanley Prime Income Trust 64. Morgan Stanley Dean Witter Quality Municipal Income Trust 65. Morgan Stanley Dean Witter Quality Municipal Investment Trust 66. Morgan Stanley Dean Witter Quality Municipal Securities 67. Morgan Stanley Real Estate Fund 68. Morgan Stanley S&P 500 Index Fund 69. Morgan Stanley S&P 500 Select Fund 70. Morgan Stanley Select Dimensions Investment Series: The American Opportunities Portfolio The Balanced Growth Portfolio The Developing Growth Portfolio The Diversified Income Portfolio The Dividend Growth Portfolio The Global Equity Portfolio The Growth Portfolio The Mid-Cap Equity Portfolio The Money Market Portfolio The North American Government Portfolio The Utilities Portfolio The Value-Added Portfolio 71. Morgan Stanley Select Municipal Reinvestment Fund 72. Morgan Stanley Short-Term Bond Fund 73. Morgan Stanley Short-Term U.S. Treasury Trust 74. Morgan Stanley Small Cap Growth Fund 75. Morgan Stanley Special Value Fund 76. Morgan Stanley Strategist Fund 77. Morgan Stanley Tax-Exempt Securities Trust 78. Morgan Stanley Tax-Free Daily Income Trust 79. Morgan Stanley Tax-Managed Growth Fund 80. Morgan Stanley Technology Fund 81. Morgan Stanley Total Market Index Fund 82. Morgan Stanley Total Return Bond Fund 83. Morgan Stanley Total Return Trust 84. Morgan Stanley U.S. Government Money Market Trust 85. Morgan Stanley U.S. Government Securities Trust 86. Morgan Stanley Utilities Fund 87. Morgan Stanley Value Fund 88. Morgan Stanley Value-Added Market Series 89. Morgan Stanley Variable Investment Series: The Aggressive Equity Portfolio The Capital Growth Portfolio The Competitive Edge Portfolio The Dividend Growth Portfolio The Equity Portfolio The High Yield Portfolio The Income Builder Portfolio The Money Market Portfolio The Quality Income Plus Portfolio The S&P 500 Index Portfolio The Short-Term Bond Portfolio The Strategist Portfolio The Utilities Portfolio 90. TCW/DW Term Trust 2002 91. TCW/DW Term Trust 2003 EX-99.77Q1OTHREXHB 4 foreign.txt FOREIGN CUSTODY MANAGER AGREEMENT AGREEMENT made as of June 15, 2001, between The Bank of New York ("BNY") and each Morgan Stanley Dean Witter Fund having a Custody Agreement with BNY and listed on Exhibit A hereto (each a "Fund"). W I T N E S S E T H: WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein; WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows: ARTICLE I. DEFINITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: 1. "BOARD" shall mean the board of directors or board of trustees, as the case may be, of the Fund. 2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the Rule. 3. "FOREIGN ASSETS" shall have the meaning provided in the Rule. 4. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses 1(d) and 1(e) of Article III of this Agreement, which system shall comply with paragraph (c)(3) of the Rule. 5. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. 6. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000. 7. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I attached hereto, as amended from time to time by BNY, and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the "Custodian") under its Custody Agreement with the Fund. ARTICLE II. BNY AS A FOREIGN CUSTODY MANAGER 1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities. 2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's Foreign Assets would exercise. 3. BNY shall provide to the Board and to the Fund's investment adviser at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund's foreign custody arrangements written reports notifying the Board and the Fund's investment adviser of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian. ARTICLE III. RESPONSIBILITIES 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that Foreign Assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for Foreign Assets of the Fund as such specified provisions in their entirety; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining Foreign Assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund and its investment adviser whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule, or that an Eligible Foreign Custodian would no longer treat assets of the Fund it holds with reasonable care based on the standards applicable to custodians in the relevant market. In the event BNY shall have made either determination described in the preceding sentence, BNY shall promptly select another Eligible Foreign Custodian in the Specified Country and shall arrange for transfer of the Fund's assets to that custodian as soon as practicable; it being understood, however, that in the event BNY shall have determined that no other Eligible Foreign Custodian in the Specified Country would afford reasonable care based on the applicable standards in the relevant marketplace, BNY shall promptly so advise the Fund and shall act in accordance with the instructions of the Fund with respect to the disposition of any Fund assets held by that custodian. 2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country's, but not any selected Eligible Foreign Custodian's, financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities. ARTICLE IV. REPRESENTATIONS 1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or performance of this Agreement; and (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present. 2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) BNY is a U.S. Bank as defined in Section (a)(7) of the Rule; (c) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, 2 regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; and (d) BNY has established the Monitoring System. ARTICLE V. CONCERNING BNY 1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. 2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof. 3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed. 4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country. ARTICLE VI. MISCELLANEOUS 1. This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall be construed so as to affect the duties and obligations of BNY hereunder or conflict with the terms of this Agreement, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at or at such other place as the Fund may from time to time designate in writing. 4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. 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 either party without the written consent of the other. 5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 3 6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement. 7. 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. 8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of such notice. IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written. EACH MORGAN STANLEY DEAN WITTER FUND LISTED ON EXHIBIT A HERETO By: /s/ Barry Fink ------------------------------- Barry Fink Title: Vice President THE BANK OF NEW YORK By: /s/ Edward G. McGann ------------------------------- Edward G. McGann Title: Vice President 4 SCHEDULE 1 SPECIFIED COUNTRIES
COUNTRY/ COUNTRY/ MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S) ARGENTINA Banco Rio de la Plata LITHUANIA Vilniaus Bankas AUSTRALIA National Australia Bank Ltd. LUXEMBOURG Banque et Caisse d'Epargne de l'Etat AUSTRIA Bank Austria AG MALAYSIA HongKong Bank Malaysia Berhad BAHRAIN HSBC Bank Middle East MALI Societe Generale de Banques en Cote d'Ivoire BANGLADESH Standard Chartered Bank MALTA HSBC Bank Malta p.l.c BELGIUM Banque Bruxelles Lambert MAURITIUS HSBC BENIN Societe Generale de Banques en Cote MEXICO Banco Nacional de Mexico d'Ivoire BERMUDA Bank of Bermuda Limited MOROCCO Banque Commerciale du Maroc BOLIVIA Citibank, N.A. NAMIBIA Stanbic Bank Namibia Limited BOTSWANA Barclays Bank of Botswana Ltd. NETHERLANDS Fortis Bank (Nederland) N.V. BRAZIL BankBoston, N.A. NEW ZEALAND National Australia Bank Ltd. (National Nominees Ltd.) BULGARIA ING Bank NIGER Societe Generale de Banques en Cote d'Ivoire BURKINA FASO Societe Generale de Banques en Cote NIGERIA Stanbic Merchant Bank Nigeria Limited d'Ivoire CANADA Royal Bank of Canada NORWAY Den norske Bank ASA CHILE BankBoston, N.A. OMAN HSBC Bank Middle East CHINA Standard Chartered Bank PAKISTAN Standard Chartered Bank COLOMBIA Cititrust Colombia S.A. PALESTINIAN HSBC Bank Middle East AUTONOMOUS AREA COSTA RICA Banco BCT PANAMA BankBoston, N.A. CROATIA Privredna Banka Zagreb d.d. PERU Citibank, N.A. CYPRUS Bank of Cyprus PHILIPPINES HSBC CZECH REPUBLIC Ceskoslovenska Obchodni Banka A.S. POLAND Bank Handlowy W Warszawie S.A. DENMARK Den Danske Bank PORTUGAL Banco Comercial Portugues EASDAQ Banque Bruxelles Lambert QATAR HSBC Bank Middle East ECUADOR Citibank, N.A. ROMANIA ING Bank EGYPT Citibank, N.A. RUSSIA Vneshtorgbank (Min Fin Bonds only)/ Credit Suisse First Boston AO ESTONIA Hansabank Limited SENEGAL Societe Generale de Banques en Cote d'Ivoire EUROMARKET Clearstream SINGAPORE United Overseas Bank Limited/ The Development Bank of Singapore Ltd. EUROMARKET Euroclear SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, a.s. FINLAND Merita Bank plc SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana FRANCE BNP Paribas / Credit Agricole Indosuez SOUTH AFRICA Societe Generale, Johannesburg / The Standard Bank of South Africa Limited GERMANY Dresdner Bank AG SOUTH KOREA Standard Chartered Bank GHANA Barclays Bank of Ghana Ltd. SPAIN Banco Bilbao Vizcaya Argentaria S.A. (BBVA) / Banco Santander Central Hispano (BSCH) GREECE BNP Paribas SRI LANKA Standard Chartered Bank GUINEA BISSAU Societe Generale de Banques en Cote SWAZILAND Standard Bank Swaziland Limited d'Ivoire HONG KONG HSBC SWEDEN Skandinaviska Enskilda Banken HUNGARY Citibank Budapest Rt. SWITZERLAND Credit Suisse First Boston ICELAND Landsbanki Islands TAIWAN HSBC INDIA HSBC / Deutsche Bank AG THAILAND Standard Chartered Bank/ Bangkok Bank Public Company Limited INDONESIA HSBC TOGO Societe Generale de Banques en Cote d'Ivoire IRELAND Allied Irish Banks, plc TRINIDAD & TOBAGO Republic Bank Limited ISRAEL Bank Leumi LE -Israel B.M. TUNISIA Banque Internationale Arabe de Tunisie ITALY Banca Commerciale Italiana / BNP Paribas TURKEY Osmanli Bankasi A.S. (Ottoman Bank) IVORY COAST Societe Generale -Abidjan UNITED ARAB HSBC Bank Middle East, Dubai EMIRATES JAMAICA CIBC Trust & Merchant Bank Jamaica Ltd. UKRAINE ING Bank JAPAN The Bank of Tokyo-Mitsubishi Limited/ UNITED KINGDOM The Bank of New York / The Fuji Bank, Limited The Depository & Clearing Centre (DCC) JORDAN HSBC Bank Middle East UNITED STATES The Bank of New York KAZAKHSTAN ABN/AMRO URUGUAY BankBoston, N.A. KENYA Barclays Bank of Kenya Ltd. VENEZUELA Citibank, N.A. LATVIA Hansabanka Limited ZAMBIA Barclays Bank of Zambia Ltd. LEBANON HSBC Bank Middle East ZIMBABWE Barclays Bank of Zimbabwe Ltd.
EXHIBIT A 1. Active Assets California Tax-Free Trust 2. Active Asset Government Securities Trust 3. Active Assets Institutional Money Trust 4. Active Assets Money Trust 5. Active Assets Premier Money Trust 6. Active Assets Tax-Free Trust 7. Morgan Stanley 21st Century Trend Fund 8. Morgan Stanley Aggressive Equity Fund 9. Morgan Stanley All Star Growth Fund 10. Morgan Stanley American Opportunities Fund 11. Morgan Stanley Balanced Growth Fund 12. Morgan Stanley Balanced Income Fund 13. Morgan Stanley Dean Witter California Insured Municipal Income Trust 14. Morgan Stanley Dean Witter California Quality Municipal Securities 15. Morgan Stanley California Tax-Free Daily Income Trust 16. Morgan Stanley California Tax-Free Income Fund 17. Morgan Stanley Capital Growth Securities 18. Morgan Stanley Competitive Edge Fund 19. Morgan Stanley Convertible Securities Trust 20. Morgan Stanley Developing Growth Securities Trust 21. Morgan Stanley Diversified Income Trust 22. Morgan Stanley Dividend Growth Securities Inc. 23. Morgan Stanley Equity Fund 24. Morgan Stanley Federal Securities Trust 25. Morgan Stanley Financial Services Trust 26. Morgan Stanley Fund of Funds: Domestic Portfolio International Portfolio 27. Morgan Stanley Global Utilities Fund 28. Morgan Stanley Dean Witter Government Income Trust 29. Morgan Stanley Growth Fund 30. Morgan Stanley Hawaii Municipal Trust 31. Morgan Stanley Health Sciences Trust 32. Morgan Stanley Dean Witter High Income Advantage Trust 33. Morgan Stanley Dean Witter High Income Advantage Trust II 34. Morgan Stanley Dean Witter High Income Advantage Trust III 35. Morgan Stanley High Yield Securities Inc. 36. Morgan Stanley Income Builder Fund 37. Morgan Stanley Income Securities Inc. 38. Morgan Stanley Dean Witter Insured California Municipal Securities 39. Morgan Stanley Dean Witter Insured Municipal Bond Trust 40. Morgan Stanley Dean Witter Insured Municipal Income Trust 41. Morgan Stanley Dean Witter Insured Municipal Securities 42. Morgan Stanley Dean Witter Insured Municipal Trust 43. Morgan Stanley Intermediate Income Securities Inc. 44. Morgan Stanley KLD Social Index Fund 45. Morgan Stanley Limited Term Municipal Trust 46. Morgan Stanley Liquid Asset Fund Inc. 47. Morgan Stanley Market Leader Trust 48. Morgan Stanley Mid-Cap Equity Trust 49. Morgan Stanley Mid-Cap Value Fund 50. Morgan Stanley Multi-State Municipal Series Trust: The Arizona Series The Florida Series The New Jersey Series The Pennsylvania Series 51. Morgan Stanley Dean Witter Municipal Income Opportunities Trust 52. Morgan Stanley Dean Witter Municipal Income Opportunities Trust II 53. Morgan Stanley Dean Witter Municipal Income Opportunities Trust III 54. Morgan Stanley Dean Witter Municipal Premium Income Trust 55. Morgan Stanley NASDAQ-100 Index Fund 56. Morgan Stanley Natural Resource Development Securities Inc. 57. Morgan Stanley New Discoveries Fund 58. Morgan Stanley New York Municipal Money Market Trust 59. Morgan Stanley Dean Witter New York Quality Municipal Securities 60. Morgan Stanley New York Tax-Free Income Fund 61. Morgan Stanley Next Generation Trust 62. Morgan Stanley North American Government Income Trust 63. Morgan Stanley Prime Income Trust 64. Morgan Stanley Dean Witter Quality Municipal Income Trust 65. Morgan Stanley Dean Witter Quality Municipal Investment Trust 66. Morgan Stanley Dean Witter Quality Municipal Securities 67. Morgan Stanley Real Estate Fund 68. Morgan Stanley S&P 500 Index Fund 69. Morgan Stanley S&P 500 Select Fund 70. Morgan Stanley Select Dimensions Investment Series: The American Opportunities Portfolio The Balanced Growth Portfolio The Developing Growth Portfolio The Diversified Income Portfolio The Dividend Growth Portfolio The Global Equity Portfolio The Growth Portfolio The Mid-Cap Equity Portfolio The Money Market Portfolio The North American Government Portfolio The Utilities Portfolio The Value-Added Portfolio 71. Morgan Stanley Select Municipal Reinvestment Fund 72. Morgan Stanley Short-Term Bond Fund 73. Morgan Stanley Short-Term U.S. Treasury Trust 74. Morgan Stanley Small Cap Growth Fund 75. Morgan Stanley Special Value Fund 76. Morgan Stanley Strategist Fund 77. Morgan Stanley Tax-Exempt Securities Trust 78. Morgan Stanley Tax-Free Daily Income Trust 79. Morgan Stanley Tax-Managed Growth Fund 80. Morgan Stanley Technology Fund 81. Morgan Stanley Total Market Index Fund 82. Morgan Stanley Total Return Bond Fund 83. Morgan Stanley Total Return Trust 84. Morgan Stanley U.S. Government Money Market Trust 85. Morgan Stanley U.S. Government Securities Trust 86. Morgan Stanley Utilities Fund 87. Morgan Stanley Value Fund 88. Morgan Stanley Value-Added Market Series 89. Morgan Stanley Variable Investment Series: The Aggressive Equity Portfolio The Capital Growth Portfolio The Competitive Edge Portfolio The Dividend Growth Portfolio The Equity Portfolio The High Yield Portfolio The Income Builder Portfolio The Money Market Portfolio The Quality Income Plus Portfolio The S&P 500 Index Portfolio The Short-Term Bond Portfolio The Strategist Portfolio The Utilities Portfolio 90. TCW/DW Term Trust 2002 91. TCW/DW Term Trust 2003 EX-99.77Q1OTHREXHB 5 taclosed.txt AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT with MORGAN STANLEY DEAN WITTER TRUST FSB [closed-end funds] TABLE OF CONTENTS Page Article 1 Terms of Appointment................. 1 Article 2 Fees and Expenses................. 4 Article 3 Representations and Warranties of MSDW TRUST........ 5 Article 4 Representations and Warranties of the Fund........ 5 Article 5 Duty of Care and Indemnification............ 6 Article 6 Documents and Covenants of the Fund and MSDW TRUST..9 Article 7 Duration and Termination of Agreement..........12 Article 8 Assignment......................13 Article 9 Affiliations....................13 Article 10 Amendment......................14 Article 11 Applicable Law...................14 Article 12 Miscellaneous.....................14 Article 13 Merger of Agreement................16 Article 14 Personal Liability...................16 -i- AMENDEND AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMENDED AND RESTATED AGREEMENT made as of the 1st day of September, 2000 by and between each of the Funds listed on the signature page hereof, each of such Funds acting severally on its own behalf and not jointly with any of such other Funds (each such Fund hereinafter referred to as the "Fund"), each such Fund having its principal office and place of business at Two World Trade Center, New York, New York, 10048, and MORGAN STANLEY DEAN WITTER TRUST FSB ("MSDW TRUST"), a federally chartered savings bank, having its principal office and place of business at Harborside Financial Center, Plaza Two, Jersey City, New Jersey 07311. WHEREAS, the Fund desires to appoint MSDW TRUST as its transfer agent, dividend disbursing agent, shareholder servicing agent, registrar and agent in connection with the Fund's Dividend Reinvestment Plan and MSDW TRUST desires to accept such appointment; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1 Terms of Appointment; Duties of MSDW TRUST 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints MSDW TRUST to act as, and MSDW TRUST agrees to act as, the transfer agent for each series and class of shares of the Fund ("Shares"), dividend disbursing agent, shareholder servicing agent, registrar and agent in connection with the Fund's Dividend Reinvestment Plan (the "Plan"). 1.2 MSDW TRUST agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Fund and MSDW TRUST shall: (i) In accordance with instructions from the Fund given by Certificate of the Secretary of the Fund, issue Shares upon receipt of payment therefor, and issue certificates therefore or hold such Shares in book form in the appropriate Shareholder account; (ii) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (iii) Prepare and transmit payments for dividends and distributions declared by the Fund in accordance with instructions and serve as the plan agent for the Plan and purchase and issue shares in accordance with such Plan; (iv) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; (v) Record the issuance of Shares of the Fund and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934 ("1934 Act") a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. MSDW TRUST shall also provide to the Fund on a regular basis the total number of Shares which are authorized, issued and outstanding and shall notify the Fund in case any proposed issue of Shares by the Fund would result in an overissue. In case any issue of Shares would result in an overissue, MSDW TRUST shall refuse to issue such Shares and shall not countersign and issue any certificates requested for such Shares. When recording the issuance of Shares, MSDW TRUST shall have no obligation to take cognizance of any Blue Sky laws relating to the issue of sale of such Shares, which functions shall be the sole responsibility of the Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), MSDW TRUST shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent, registrar and, as relevant, shareholder servicing agent, including but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing shareholder reports, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing appropriate forms required with respect to dividends and distributions by federal tax authorities for all Shareholders, and providing Shareholder account information; (ii) open any and all bank accounts which may be necessary or appropriate in order to provide the foregoing services; and (iii) provide a system that will enable the Fund to monitor the total number of Shares sold in each State or other jurisdiction. (c) MSDW TRUST shall provide such additional services and functions not specifically described herein as may be mutually agreed between MSDW TRUST and the Fund. Procedures applicable to such services may be established from time to time by agreement between the Fund and MSDW TRUST. Article 2 Fees and Expenses 2.1 For performance by MSDW TRUST pursuant to this Agreement, each Fund agrees to pay MSDW TRUST an annual maintenance fee for each Shareholder account and certain transactional fees, if applicable, as set out in the respective fee schedule attached hereto as Schedule A. Such fee shall be increased or decreased on August 1st of each year by an amount equal to the change in the Consumer Price Index-All Urban Consumers Not Seasonably Adjusted for U.S. City AverageFinancial Services all Urban Consumers, as published by the Bureau of Labor Statistics of the United States Department of Labor (or another comparable measure of employee wages and salaries and employer costs for employee benefits as mutually agreed to by the Fund and MSDW Trust) for the twelve-month period ending on March 31st of that year and shall be reflected in a revised Schedule A dated as of August 1 of each year. Such fees and out-of-pocket expenses and advances identified under Section 2.2 below may be changed from time to time subject to mutual written agreement between the Fund and MSDW TRUST. 2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees to reimburse MSDW TRUST for out-of-pocket expenses or advances incurred by MSDW TRUST in connection with the services rendered by MSDW TRUST hereunder. In addition, any other expenses incurred by MSDW TRUST at the request or with the consent of the Fund will be reimbursed by the Fund. 2.3 The Fund agrees to pay all fees and reimbursable expenses within a reasonable period of time following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to MSDW TRUST by the Fund upon request prior to the mailing date of such materials. Article 3 Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.6 It complies and will continue to comply with New York Stock Exchange Rule 496. Article 4 Representations and Warranties of the Fund The Fund represents and warrants to MSDW TRUST that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of Maryland or a trust duly organized and existing and in good standing under the laws of Massachusetts, as the case may be. 4.2 It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and under its By-Laws to enter into and perform this Agreement. 4.3 All corporate proceedings necessary to authorize it to enter into and perform this Agreement have been taken. 4.4 It is a closed-end investment company registered with the SEC under the Investment Company Act of 1940, as amended (the "1940 Act"). Article 5 Duty of Care and Indemnification 5.1 MSDW TRUST shall not be responsible for, and the Fund shall indemnify and hold MSDW TRUST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of MSDW TRUST or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund's lack of good faith, negligence or willful misconduct or which arise out of breach of any representation or warranty of the Fund hereunder. (c) The reliance on or use by MSDW TRUST or its agents or subcontractors of information, records and documents which (i) are received by MSDW TRUST or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person of firm on behalf of the Fund. (d) The reliance on, or the carrying out by MSDW TRUST or its agents or subcontractors of, any instructions or requests of the Fund. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities or Blue Sky laws of any State or other jurisdiction that such Shares be registered in such State or other jurisdiction or in violation of any stop order or other determination or ruling by any federal agency or any State or other jurisdiction with respect to the offer or sale of such Shares in such State or other jurisdiction. 5.2 MSDW TRUST shall indemnify and hold the Fund harmless from or against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by MSDW TRUST as a result of the lack of good faith, negligence or willful misconduct of MSDW TRUST, its officers, employees or agents. 5.3 At any time MSDW TRUST may apply to any officer of the Fund for instructions, and may consult with legal counsel to the Fund, with respect to any matter arising in connection with the services to be performed by MSDW TRUST under this Agreement, and MSDW TRUST and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. MSDW TRUST, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to MSDW TRUST or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. MSDW TRUST, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signature of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. 5.4 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 5.5 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder. 5.6 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. Article 6 Documents and Covenants of the Fund and MSDW TRUST 6.1 The Fund shall promptly furnish to MSDW TRUST the following, unless previously furnished to Dean Witter Trust Company, the prior transfer agent of the Fund: (a) If a corporation: (i) A certified copy of the resolution of the Board of Directors of the Fund authorizing the appointment of MSDW TRUST and the execution and delivery of this Agreement; (ii) A certified copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto; (iii) Certified copies of each vote of the Board of Directors designating persons authorized to give instructions on behalf of the Fund and signature cards bearing the signature of any officer of the Fund or any other person authorized to sign written instructions on behalf of the Fund. (iv) A specimen of the certificate for Shares of the Fund in the form approved by the Board of Directors, with a certificate of the Secretary of the Fund as to such approval; (b) If a business trust: (i) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of MSDW TRUST and the execution and delivery of this agreement; (ii) A certified copy of the Declaration of Trust and By-Laws of the Fund and all amendments thereto; (iii) Certified copies of each vote of the Board of Trustees designating persons authorized to give instructions on behalf of the Fund and signature cards bearing the signature of any officer of the Fund or any other person authorized to sign written instructions on behalf of the Fund; (iv) A specimen of the certificate for Shares of the Fund in the form approved by the Board of Trustees, with a certificate of the Secretary of the Fund as to such approval; (c) The registration statements and any amendments and supplements thereto filed with the SEC pursuant to the requirements of the 1933 Act and the 1940 Act; (d) All account application forms, if any, or other documents relating to Shareholder accounts and/or relating to any dividend reinvestment plan or other service offered or to be offered by the Fund; and (e) Such other certificates, documents or opinions as MSDW TRUST deems to be appropriate or necessary for the proper performance of its duties. 6.2 MSDW TRUST hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of Share certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 6.3 MSDW TRUST shall prepare and keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable and as required by applicable laws and regulations. To the extent required by Section 31 of the 1940 Act, and the Rules and Regulations thereunder, MSDW TRUST agrees that all such records prepared or maintained by MSDW TRUST relating to the services to be performed by MSDW TRUST hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section 31 of the 1940 Act, and the rules and regulations thereunder, and will be surrendered promptly to the Fund on and in accordance with its request. 6.4 MSDW TRUST and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person except as may be required by law or with the prior consent of MSDW TRUST and the Fund. 6.5 In case of any request or demands for the inspection of the Shareholder records of the Fund, MSDW TRUST will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. MSDW TRUST reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. Article 7 Duration and Termination of Agreement 7.1 This Agreement shall remain in full force and effect until August 1, 2001 and from year-to-year thereafter unless terminated by either party as provided in Section 7.2 hereof. 7.2 This Agreement may be terminated by the Fund on 60 days written notice and by MSDW TRUST on 90 days written notice to the other party without payment of any penalty. 7.3 Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and other materials will be borne by the Fund. Additionally, MSDW TRUST reserves the right to charge for any other reasonable fees and expenses associated with such termination. Article 8 Assignment 8.1 Except as provided in Section 8.3 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 8.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 8.3 MSDW TRUST may, in its sole discretion and without further consent by the Fund, subcontract, in whole or in part, for the performance of its obligations and duties hereunder with any person or entity including but not limited to companies which are affiliated with MSDW TRUST; provided, however, that such person or entity has and maintains the qualifications, if any, required to perform such obligations and duties and that MSDW TRUST shall be as fully responsible to the Fund for the acts and omissions of any agent or subcontractor as it is for its own acts or omissions under this Agreement. Article 9 Affiliations 9.1 MSDW TRUST may now or hereafter, without the consent of or notice to the Fund, function as transfer agent, registrar and/or shareholder servicing agent for any other investment company registered with the SEC under the 1940 Act and for any other issuer, including without limitation any investment company whose adviser, administrator, sponsor or principal underwriter is or may become affiliated with Morgan Stanley Dean Witter & Co. or any of its direct or indirect subsidiaries or affiliates. 9.2 It is understood and agreed that the Directors or Trustees (as the case may be), officers, employees, agents and shareholders of the Fund, and the directors, officers, employees, agents and shareholders of the Fund's investment adviser and/or distributor, are or may be interested in MSDW TRUST as directors, officers, employees, agents and shareholders or otherwise, and that the directors, officers, employees, agents and shareholders of MSDW TRUST may be interested in the Fund as Directors or Trustees (as the case may be), officers, employees, agents and shareholders or otherwise, or in the investment adviser and/or distributor as directors, officers, employees, agents, shareholders or otherwise. Article 10 Amendment 10.1 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Directors or the Board of Trustees (as the case may be) of the Fund. Article 11 Applicable Law 11.1 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. Article 12 Miscellaneous 12.1 In the event that one or more additional investment companies managed or administered by Morgan Stanley Dean Witter Advisors Inc. ("Additional Funds") desires to retain MSDW TRUST to act as transfer agent, dividend disbursing agent and/or shareholder servicing agent, and MSDW TRUST desires to render such services, such services shall be provided pursuant to a letter agreement, substantially in the form of Exhibit A hereto, between MSDW TRUST and each Additional Fund. 12.2 In the event of an alleged loss or destruction of any Share certificate, no new certificate shall be issued in lieu thereof, unless there shall first be furnished to MSDW TRUST an affidavit of loss or non-receipt by the holder of Shares with respect to which a certificate has been lost or destroyed, supported by an appropriate bond satisfactory to MSDW TRUST and the Fund issued by a surety company satisfactory to MSDW TRUST, except that MSDW TRUST may accept an affidavit of loss and indemnity agreement executed by the registered holder (or legal representative) without surety in such form as MSDW TRUST deems appropriate indemnifying MSDW TRUST and the Fund for the issuance of a replacement certificate, in cases where the alleged loss is in the amount of $1,000 or less. 12.3 Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or to MSDW TRUST shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing. To the Fund: [Name of Fund] Two World Trade Center New York, New York 10048 Attention: General Counsel To MSDW TRUST: Morgan Stanley Dean Witter Trust FSB Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311 Attention: President Article 13 Merger of Agreement 13.1 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. Article 14 Personal Liability 14.1 In the case of a Fund organized as a Massachusetts business trust, a copy of the Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Series of the Fund shall under no circumstances be charged with liabilities attributable to any other Series of the Fund and that all persons extending credit to, or contracting with or having any claim against, a particular Series of the Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written. Taxable Fixed-Income Closed-End Funds 1. Morgan Stanley Dean Witter Government Income Trust 2. Morgan Stanley Dean Witter High Income Advantage Trust 3. Morgan Stanley Dean Witter High Income Advantage Trust II 4. Morgan Stanley Dean Witter High Income Advantage Trust III 5. Morgan Stanley Dean Witter Income Securities Inc. 6. Morgan Stanley Dean Witter Prime Income Trust Tax-Exempt Fixed-Income Closed-End Funds 7. Morgan Stanley Dean Witter California Insured Municipal Income Trust 8. Morgan Stanley Dean Witter California Quality Municipal Securities 9. Morgan Stanley Dean Witter Insured California Municipal Securities 10. Morgan Stanley Dean Witter Insured Municipal Bond Trust 11. Morgan Stanley Dean Witter Insured Municipal Income Trust 12. Morgan Stanley Dean Witter Insured Municipal Securities 13. Morgan Stanley Dean Witter Insured Municipal Trust 14. Morgan Stanley Dean Witter Municipal Income Opportunities Trust 15. Morgan Stanley Dean Witter Municipal Income Opportunities Trust II 16. Morgan Stanley Dean Witter Municipal Income Opportunities Trust III 17. Morgan Stanley Dean Witter Municipal Income Trust 18. Morgan Stanley Dean Witter Municipal Income Trust II 19. Morgan Stanley Dean Witter Municipal Income Trust III 20. Morgan Stanley Dean Witter Municipal Premium Income Trust 21. Morgan Stanley Dean Witter New York Quality Municipal Securities 22. Morgan Stanley Dean Witter Quality Municipal Income Trust 23. Morgan Stanley Dean Witter Quality Municipal Investment Trust 24. Morgan Stanley Dean Witter Quality Municipal Securities TCW/DW Term Trusts 1. TCW/DW Term Trust 2000 2. TCW/DW Term Trust 2002 3. TCW/DW Term Trust 2003 By: Barry Fink Vice President, Secretary and General Counsel ATTEST: Assistant Secretary MORGAN STANLEY DEAN WITTER TRUST FSB By: Jonathan Thomas President ATTEST: Executive Vice President Exhibit A Morgan Stanley Dean Witter Trust FSB Harborside Financial Center, Plaza Two Jersey City, NJ 07311 Gentlemen: The undersigned, (name of investment company), a (Maryland corporation/Massachusetts business trust) (the "Fund"), desires to employ and appoint Morgan Stanley Dean Witter Trust FSB ("MSDW TRUST") to act as transfer agent for each series and class of shares of the Fund, dividend disbursing agent shareholder servicing agent, registrar and agent in connection with the Fund's Dividend Reinvestment Plan. The Fund hereby agrees that, in consideration for the payment by the Fund to MSDW TRUST of fees as set out in the fee schedule attached hereto as Schedule A, MSDW TRUST shall provide such services to the Fund pursuant to the terms and conditions set forth in the Transfer Agency and Service Agreement annexed hereto, as if the Fund was a signatory thereto. Please indicate MSDW TRUST's acceptance of employment and appointment by the Fund in the capacities set forth above by so indicating in the space provided below. Very truly yours, (Name of Fund) By:__________________________ ACCEPTED AND AGREED TO: MORGAN STANLEY DEAN WITTER TRUST FSB By:_______________________ Its:______________________ Date:_____________________ secs/allfnds/msdwtransce2.fsb -----END PRIVACY-ENHANCED MESSAGE-----