EX-99.77O RULE 10F-3

                 MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST
                          ITEM 77(O) 10F-3 TRANSACTIONS
                        JUNE 1, 2009 - NOVEMBER 30, 2009



                                                                   AMOUNT OF     % OF     % OF
                                     OFFERING                       SHARES      OFFERING  FUNDS
    SECURITY      PURCHASE/  SIZE OF PRICE OF    TOTAL AMOUNT      PURCHASED   PURCHASED  TOTAL
   PURCHASED     TRADE DATE OFFERING  SHARES     OF OFFERING        BY FUND     BY FUND  ASSETS       BROKERS        PURCHASED FROM
- ---------------- ---------- -------- -------- ----------------- -------------- --------- ------ ------------------- ----------------
                                                                                         
                                                                                                  Citi, Goldman,
                                                                                                   Sachs & Co.,
                                                                                                   J.P. Morgan,
                                                                                                      Popular
                                                                                                    Securities,
   Puerto Rico                                                                                       Santander
      Sales                                                                                         Securities,          Goldman
  Tax Financing   06/11/09     --    $100.000    $354,925,000      2,675,000      0.75%   0.40%   Merrill Lynch &         Sachs
    5.00% due                                                                                      Co., Barclays
     8/1/2039                                                                                     Capital, Morgan
                                                                                                   Stanley, UBS
                                                                                                Financial Services
                                                                                                  Incorporated of
                                                                                                    Puerto Rico

                                                                                                 Barclays Capital,
                                                                                                   Merrill Lynch
                                                                                                  & Co., Williams
  State of Iowa                                                                                  Blair & Company,       Barclays
- - ljobs Program                                                                                    Citi, Goldman,        Capital
    Specialist    07/14/09     --    $105.323    $380,120,000      1,705,000      0.45%   0.84%    Sachs & Co.,
Obligation Bonds                                                                                   J.P. Morgan,
   Series 2009                                                                                    Morgan Stanley,
                                                                                                    RBC Capital
                                                                                                       Markets

EX-99.77Q1 OTHR EXHB

                                     BY-LAWS

                                       OF

                  MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST

                    AMENDED AND RESTATED AS OF JUNE 19, 2009

                                   ARTICLE I

                                  DEFINITIONS

     The terms "Commission," "Declaration," "Distributor," "Investment Adviser,"
"Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares," "Transfer
Agent," "Trust," "Trust Property," and "Trustees" have the respective meanings
given them in the Declaration of Trust of Morgan Stanley Municipal Premium
Income Trust dated November 16, 1988, as amended from time to time.

                                   ARTICLE II

                                     OFFICES

     Section 2.1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk.

     Section 2.2. Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and without
the Commonwealth as the Trustees may from time to time designate or the business
of the Trust may require.

                                  ARTICLE III

                             SHAREHOLDERS' MEETINGS

     Section 3.1. Place of Meetings. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees and stated in the notice of such
meeting.

     Section 3.2. Annual Meetings. An annual meeting of Shareholders, at which
the Shareholders shall elect Trustees and transact such other business as may
properly come before the meeting, shall be held on such day of each calendar
year as shall be designated by the Board of Trustees and at the time stated in
the notice of meeting.

     Section 3.3. Special Meetings. Special meetings of Shareholders of the
Trust shall be held whenever called by the Chairman, a majority of the Board of
Trustees or the President of the Trust. Special meetings of Shareholders shall
also be called by the Secretary: (i) with respect to matters not requiring
voting by the Common Shareholders and the Preferred Shareholders voting as
separate classes, upon the written request of the holders of Shares entitled to
vote not less than a majority of all the votes entitled to be cast at such
meeting; (ii) with respect to matters requiring voting by the Common
Shareholders and the Preferred Shareholders voting as separate classes, upon the
written request of not less than a majority of the outstanding Common Shares and
not less than the percentage of the Preferred Shares as set forth in the
designation pursuant to Section 6.1 of the Declaration of Trust each voting as



separate classes; or (iii) in the case of a meeting for the purpose of voting on
the removal of any Trustee or Trustees, upon written request of the class of
Shareholders entitled to vote on the removal of such Trustee or Trustees holding
in the aggregate not less than 10% of the outstanding shares of such class. Any
written request for a special meeting shall state the purpose or purposes of
such meeting and the matters proposed to be acted on thereat. The Secretary
shall inform such Shareholders of the reasonable estimated cost of preparing and
mailing such notice of the meeting, and, upon payment to the Trust of such
costs, the Secretary shall give notice stating the purpose or purposes of the
meeting to all Shareholders entitled to vote at such meeting and each other
Shareholder entitled to notice of the meeting. No special meeting need be called
upon the request of the holders of Shares entitled to cast less than a majority
of all votes entitled to be cast at such meeting, to consider any matter which
is substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.

     Section 3.4. Notice of Meetings. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes thereof,
shall be given by the Secretary not less than ten (10) nor more than ninety (90)
days before such meeting to each Shareholder entitled to vote at such meeting,
and each other Shareholder entitled to notice of the meeting. Such notice shall
be deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Shareholder at his address as it appears on the records of the
Trust.

     Section 3.5. Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders, the holders of a majority of the Shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business. In the
absence of a quorum, the chairman of the meeting or the Shareholders present or
represented by proxy and entitled to vote thereat shall have the power to
adjourn the meeting from time to time. The Shareholders present in person or
represented by proxy at any meeting and entitled to vote thereat also shall have
the power to adjourn the meeting from time to time if the vote required to
approve or reject any proposal described in the original notice of such meeting
is not obtained (with proxies being voted for or against adjournment consistent
with the votes for and against the proposal for which the required vote has not
been obtained). The affirmative vote of the holders of a majority of the Shares
then present in person or represented by proxy shall be required to adjourn any
meeting. Any adjourned meeting may be reconvened without further notice or
change in record date. At any reconvened meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally called.

     Section 3.6. Voting Rights, Proxies. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy for each Share of beneficial interest of the Trust
and for the fractional portion of one vote for each fractional Share entitled to
vote so registered in his or her name on the records of the Trust on the date
fixed as the record date for the determination of Shareholders entitled to vote
at such meeting. Without limiting the manner in which a Shareholder may
authorize another person or persons to act for such Shareholder as proxy
pursuant hereto, the following shall constitute a valid means by which a
Shareholder may grant such authority:

          (i) A Shareholder may execute a writing authorizing another person or
     persons to act for such Shareholder as proxy. Execution may be accomplished
     by the Shareholder or such Shareholder's authorized officer, director,
     employee, attorney-in-fact or another agent signing such writing or causing
     such person's signature to be affixed to such writing by any reasonable
     means including, but not limited to, by facsimile or telecopy signature. No
     written evidence of authority of a Shareholder's authorized officer,
     director, employee, attorney-in-fact or other agent shall be required; and


                                      -2-



          (ii) A Shareholder may authorize another person or persons to act for
     such Shareholder as proxy by transmitting or authorizing the transmission
     of a telegram or cablegram or by other means of telephonic, electronic or
     computer transmission to the person who will be the holder of the proxy or
     to a proxy solicitation firm, proxy support service organization or like
     agent duly authorized by the person who will be the holder of the proxy to
     receive such transmission, provided that any such telegram or cablegram or
     other means of telephonic, electronic or computer transmission must either
     set forth or be submitted with information from which it can be determined
     that the telegram, cablegram or other transmission was authorized by the
     Shareholder.

No proxy shall be valid after eleven months from its date, unless otherwise
provided in the proxy. At all meetings of Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting. In determining whether a telegram,
cablegram or other electronic transmission is valid, the chairman or inspector,
as the case may be, shall specify the information upon which he or she relied.
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or Officers of the Trust. Proxy
solicitations may be made in writing or by using telephonic or other electronic
solicitation procedures that include appropriate methods of verifying the
identity of the Shareholder and confirming any instructions given thereby.

     Section 3.7. Vote Required. Except as otherwise provided by law, by the
Declaration of Trust, these By-Laws or resolution of the Trustees specifying a
greater or lesser vote required for the transaction of any item of business at
any meeting of Shareholders, at each meeting of Shareholders at which a quorum
is present, all matters shall be decided by the vote of a majority of the Shares
present in person or represented by proxy and entitled to vote, provided,
however, that with respect to any matter required to be voted on separately by
class of Shares the matter shall be decided by the vote of a majority of the
Shares so present or represented and entitled to vote on the subject matter.

     Section 3.8. Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. In case any person appointed as Inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Trustees in
advance of the convening of the meeting or at the meeting by the person acting
as chairman. The Inspectors of Election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, shall receive votes, ballots
or consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
or consents, determine the results, and do such other acts as may be proper to
conduct the election or vote with fairness to all Shareholders. On request of
the chairman of the meeting, or of any Shareholder or his proxy, the Inspectors
of Election shall make a report in writing of any challenge or question or
matter determined by them and shall execute a certificate of any facts found by
them.

     Section 3.9. Inspection of Books and Records. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as are
granted to Shareholders under Section 32 of the Business Corporation Law of the
Commonwealth of Massachusetts.

     Section 3.10. Action by Shareholders Without Meeting. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such


                                      -3-



consents are filed with the records of the Trust. Such consent shall be treated
for all purposes as a vote taken at a meeting of Shareholders.

     Section 3.11. Presence at Meetings. Presence at meetings of shareholders
requires physical attendance by the shareholder or his or her proxy at the
meeting site and does not encompass attendance by telephonic or other electronic
means.

     Section 3.12. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman, or if he is not present, by
the President, or if he is not present, by a Vice-President, or if none of them
is present, by a chairman to be elected at the meeting. The Secretary of the
Trust, if present, shall act as a Secretary of such meeting, or if he is not
present, an Assistant Secretary shall so act; if neither the Secretary nor the
Assistant Secretary is present, a Secretary shall be elected at the meeting. The
order of business and all other matters of procedure at any meeting of
Shareholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting; (b) limiting attendance at
the meeting to Shareholders of record of the Trust, their duly authorized
proxies and other such individuals as the chairman of the meeting may determine;
(c) limiting participation at the meeting on any matter to Shareholders of
record of the Trust entitled to vote on such matter, their duly authorized
proxies and other such individuals as the chairman of the meeting may determine;
(d) limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) removing any Shareholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
Shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

     Section 3.13. Advance Notice of Shareholder Nominees for Trustee and Other
Shareholder Proposals.

     (a) The matters to be considered and brought before any annual or special
meeting of Shareholders of the Trust shall be limited to only such matters,
including the nomination and election of Trustees, as shall be brought properly
before such meeting in compliance with the procedures set forth in this Section
3.13.

     (b) For any matter to be properly before any annual meeting of
Shareholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Trustees; (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Trustees; or
(iii) brought before the annual meeting in the manner specified in this Section
3.13 by a Shareholder of record both at the time of the giving of notice
provided for in this Section 3.13 and at the time of the meeting, or a
Shareholder (a "Nominee Holder") that holds voting securities entitled to vote
at meetings of Shareholders through a nominee or "street name" holder of record
and can demonstrate to the Trust such indirect ownership and such Nominee
Holder's entitlement to vote such securities, and is a Nominee Holder at both
the time of the giving of notice provided for in this Section 3.13 and at the
time of the meeting. In addition to any other requirements under applicable law
and the Declaration and By-Laws of the Trust, persons nominated by Shareholders
for election as Trustees of the Trust and any other proposals by Shareholders
shall be properly brought before the meeting only if notice of any such matter
to be presented by a Shareholder at such meeting of Shareholders (the
"Shareholder Notice") shall be delivered to the Secretary of the Trust at the
principal executive office of the Trust not less than sixty (60) nor more than
ninety (90) days prior to the first anniversary date of the annual meeting for
the preceding


                                      -4-



year; provided, however, that, if and only if the annual meeting is not
scheduled to be held within a period that commences thirty (30) days before such
anniversary date and ends thirty (30) days after such anniversary date (an
annual meeting date outside such period being referred to herein as an "Other
Annual Meeting Date"), such Shareholder Notice shall be given in the manner
provided herein by the later of the close of business on (i) the date sixty (60)
days prior to such Other Annual Meeting Date or (ii) the tenth (10th) day
following the date such Other Annual Meeting Date is first publicly announced or
disclosed. Any Shareholder desiring to nominate any person or persons (as the
case may be) for election as a Trustee or Trustees of the Trust shall deliver,
as part of such Shareholder Notice: (i) a statement in writing setting forth (A)
the name of the person or persons to be nominated, (B) the number and class of
all shares of each class of Shares of the Trust owned of record and beneficially
by each such person, as reported to such Shareholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Trust), (D) whether such
Shareholder believes any nominee will be an "interested person" of the Trust (as
defined in the 1940 Act), and, if not an "interested person", information
regarding each nominee that will be sufficient for the Trust to make such
determination, and (E) the number and class of all Shares of each class of
Shares of the Trust owned of record and beneficially by such Shareholder; (ii)
each such person's signed consent to serve as a Trustee of the Trust if elected,
such Shareholder's name and address; and (iii) in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of Shareholders. Any Shareholder
who gives a Shareholder Notice of any matter proposed to be brought before the
meeting (not involving nominees for Trustee) shall deliver, as part of such
Shareholder Notice, the text of the proposal to be presented and a brief written
statement of the reasons why such Shareholder favors the proposal and setting
forth such Shareholder's name and address, the number and class of all Shares of
each class of Shares of the Trust owned of record and beneficially by such
Shareholder, if applicable, any material interest of such Shareholder in the
matter proposed (other than as a Shareholder) and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of Shareholders. As used herein,
shares "beneficially owned" shall mean all Shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

     Notwithstanding anything in this Section 3.13 to the contrary, in the event
that the number of Trustees to be elected to the Board of Trustees of the Trust
is increased and either all of the nominees for Trustee or the size of the
increased Board of Trustees are not publicly announced or disclosed by the Trust
at least seventy (70) days prior to the first anniversary of the preceding
year's annual meeting, a Shareholder Notice shall also be considered timely
hereunder, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary of the Trust at the
principal executive office of the Trust not later than the close of business on
the tenth (10th) day following the first date all of such nominees or the size
of the increased Board of Trustees shall have been publicly announced or
disclosed.

     (c) Only such matters shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Nominations of individuals for election to the Board
of Trustees may be made at a special meeting of Shareholders at which Trustees
are to be elected (i) pursuant to the Trust's notice of meeting, (ii) by or at
the direction of the Board of Trustees or (iii) provided that the Board of
Trustees has determined that Trustees shall be elected at such special meeting,
by any Shareholder of the Trust who is a Shareholder of record both at the time
of giving of notice provided for in this Section 3.13 and at the time of the
special meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 3.13, or a Nominee Holder that
holds voting securities entitled to vote at meetings of Shareholders through a
nominee or


                                      -5-



"street name" holder of record and can demonstrate to the Trust such indirect
ownership and such Nominee Holder's entitlement to vote such securities, and is
a Nominee Holder both at the time of giving of notice provided for in this
Section 3.13 and at the time of the Special Meeting, and who is entitled to vote
at the meeting and has complied with the notice procedures set forth in this
Section 3.13. In the event the Trust calls a special meeting of Shareholders for
the purpose of electing one or more Trustees to the Board of Trustees, any
Shareholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Trust's notice of meeting, if the
Shareholder Notice required by clause (b) of this Section 3.13 hereof shall be
delivered to the Secretary of the Trust at the principal executive office of the
Trust not later than the close of business on the tenth (10th) day following the
day on which the date of the special meeting and of the nominees proposed by the
Board of Trustees to be elected at such meeting is publicly announced or
disclosed.

     (d) For purposes of this Section 3.13, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Trust with the
Securities and Exchange Commission.

     (e) In no event shall the adjournment of an annual or special meeting, or
any announcement thereof, commence a new period for the giving of notice as
provided in this Section 3.13. This Section 3.13 shall not apply to Shareholder
proposals made pursuant to Rule 14a-8 under the Exchange Act.

     (f) The person presiding at any meeting of Shareholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 3.13 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

                                   ARTICLE IV

                                    TRUSTEES

     Section 4.1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or special meetings of the Trustees. Regular meetings of the
Trustees may be held at such time and place as shall be determined from time to
time by the Trustees without further notice. Special meetings of the Trustees
may be called at any time by the President and shall be called by the President
or the Secretary upon the written request of any two (2) Trustees.

     Section 4.2. Notice of Special Meetings. Notice of special meetings of the
Trustees, stating the place, date and time thereof, shall be given not less than
two (2) days before such meeting to each Trustee, personally, by telegram, by
mail, by electronic transmission, by telephone or by leaving such notice at his
place of residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Trustee at his address as it appears on the records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver of notice
need not specify the purpose of any special meeting.

     Section 4.3. Telephone Meetings. Subject to the provisions of the 1940 Act,
any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such committee,
as the case may be, by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation in a meeting by these means constitutes presence in
person at the meeting.


                                      -6-



     Section 4.4. Quorum, Voting and Adjournment of Meetings. At all meetings of
the Trustees, one-third of the Trustees then in office shall be requisite to and
shall constitute a quorum for the transaction of business. If a quorum is
present, the affirmative vote of a majority of the Trustees present shall be the
act of the Trustees, unless the concurrence of a greater proportion is expressly
required for such action by law, the Declaration or these By-Laws. If at any
meeting of the Trustees there be less than a quorum present, the Trustees
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall have been obtained.

     Section 4.5. Action by Trustees Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Trustees may be taken without a meeting if a unanimous consent
setting forth the action is given in writing or by electronic transmission by
each Trustee and such consent is filed with the minutes of proceedings of the
Trustees.

     Section 4.6. Expenses and Fees. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and each
Trustee who is not an officer or employee of the Trust or of its investment
manager or underwriter or of any corporate affiliate of any of said persons
shall receive for services rendered as a Trustee of the Trust such compensation
as may be fixed by the Trustees. Nothing herein contained shall be construed to
preclude any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.

     Section 4.7. Execution of Instruments and Documents and Signing of Checks
and Other Obligations and Transfers. All instruments, documents and other papers
shall be executed in the name and on behalf of the Trust and all checks, notes,
drafts and other obligations for the payment of money by the Trust shall be
signed, and all transfer of securities standing in the name of the Trust shall
be executed, by the Chairman, the President, any Vice President or the Treasurer
or by any one or more officers or agents of the Trust as shall be designated for
that purpose by vote of the Trustees; notwithstanding the above, nothing in this
Section 4.7 shall be deemed to preclude the electronic authorization, by
designated persons, of the Trust's Custodian (as described herein in Section
9.1) to transfer assets of the Trust, as provided for herein in Section 9.1.

     Section 4.8. Indemnification of Trustees, Officers, Employees and Agents.
(a) The Trust shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Trust) by reason of the fact that he is or
was a Trustee, officer, employee, or agent of the Trust. The indemnification
shall be against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     (b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or on behalf of the Trust to obtain a judgment or decree in its favor by
reason of the fact that he is or was a Trustee, officer, employee, or agent of
the Trust. The indemnification shall be against expenses, including attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, if he acted


                                      -7-



in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust; except that no indemnification shall be made in
respect of any claim, issue, or matter as to which the person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Trust, except to the extent that the court in which the action or suit was
brought, or a court of equity in the county in which the Trust has its principal
office, determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for those expenses which the court shall deem
proper, provided such Trustee, officer, employee or agent is not adjudged to be
liable by reason of his willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

     (c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (a) or (b) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.

     (d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Trust only as
authorized in the specific case after a determination that indemnification of
the Trustee, officer, employee, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) or
(b).

          (2) The determination shall be made:

               (i) By the Trustees, by a majority vote of a quorum which
          consists of Trustees who were not parties to the action, suit or
          proceeding; or

               (ii) If the required quorum is not obtainable, or if a quorum of
          disinterested Trustees so directs, by independent legal counsel in a
          written opinion; or

               (iii) By the Shareholders.

          (3) Notwithstanding any provision of this Section 4.8, no person shall
     be entitled to indemnification for any liability, whether or not there is
     an adjudication of liability, arising by reason of willful misfeasance, bad
     faith, gross negligence, or reckless disregard of duties as described in
     Section 17(h) and (i) of the Investment Company Act of 1940 ("disabling
     conduct"). A person shall be deemed not liable by reason of disabling
     conduct if, either:

               (i) a final decision on the merits is made by a court or other
          body before whom the proceeding was brought that the person to be
          indemnified ("indemnitee") was not liable by reason of disabling
          conduct; or

               (ii) in the absence of such a decision, a reasonable
          determination, based upon a review of the facts, that the indemnitee
          was not liable by reason of disabling conduct, is made by either:

                    (A) a majority of a quorum of Trustees who are neither
               "interested persons" of the Trust, as defined in Section 2(a)(19)
               of the Investment Company Act of 1940, nor parties to the action,
               suit or proceeding, or

                    (B) an independent legal counsel in a written opinion.


                                      -8-



     (e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit or
proceeding may be paid by the Trust in advance of the final disposition thereof
if:

          (1) authorized in the specific case by the Trustees; and

          (2) the Trust receives an undertaking by or on behalf of the Trustee,
     officer, employee or agent of the Trust to repay the advance if it is not
     ultimately determined that such person is entitled to be indemnified by the
     Trust; and

          (3) either,

               (i) such person provides a security for his undertaking, or

               (ii) the Trust is insured against losses by reason of any lawful
          advances, or

               (iii) a determination, based on a review of readily available
          facts, that there is reason to believe that such person ultimately
          will be found entitled to indemnification, is made by either:

                    (A) a majority of a quorum which consists of Trustees who
               are neither "interested persons" of the Trust, as defined in
               Section 2(a)(19) of the 1940 Act, nor parties to the action, suit
               or proceeding, or

                    (B) an independent legal counsel in a written opinion.

     (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding the office, and shall continue as to a person who has ceased to be
a Trustee, officer, employee, or agent and inure to the benefit of the heirs,
executors and administrators of such person; provided that no person may satisfy
any right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled except out of the property of the Trust, and no Shareholder
shall be personally liable with respect to any claim for indemnity or
reimbursement or otherwise.

     (g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. However, in no event will the Trust purchase
insurance to indemnify any officer or Trustee against liability for any act for
which the Trust itself is not permitted to indemnify him.

     (h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

     Section 4.9. Selection and Nomination of Non-Interested Trustees. Subject
to approval by a majority of the Trustees of the Trust, the Trustees of the
Trust who are not interested persons of the Trust (as that term is defined in
the 1940 Act) shall select and nominate the Trustees of the Trust who are not
interested persons of the Trust.


                                      -9-



                                   ARTICLE V

                                   COMMITTEES

     Section 5.1. Executive and Other Committees. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or committees, each committee to consist of one (1) or more of the Trustees
of the Trust and may delegate to such committees, in the intervals between
meetings of the Trustees, any or all of the powers of the Trustees in the
management of the business and affairs of the Trust. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a Trustee to act in place
of such absent member. Each such committee shall keep a record of its
proceedings.

     The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.

     All actions of the Executive Committee shall be reported to the Trustees at
the meeting thereof next succeeding to the taking of such action.

     Section 5.2. Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investment shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
shall be determined from time to time by the Trustees. The members of any such
advisory committee may receive compensation for their services and may be
allowed such fees and expenses for the attendance at meetings as the Trustees
may from time to time determine to be appropriate.

     Section 5.3. Committee Action Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of any Committee of the Trustees appointed pursuant to Section 5.1 of
these By-Laws may be taken without a meeting if a unanimous consent setting
forth the action is given in writing or by electronic transmission by each
member of the Committee and such consent is filed with the records of the
proceedings of the Committee.

                                   ARTICLE VI

                                    OFFICERS

     Section 6.1. Executive Officers. The executive officers of the Trust shall
be a Chairman, a Principal Executive Officer, a President, a Chief Financial
Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Chairman
shall be selected from among the Trustees but none of the other executive
officers need be a Trustee. Two or more offices, except those of President and
any Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity. The
executive officers, and other officers, of the Trust shall be elected annually
by the Trustees and each executive officer so elected shall hold office until
his or her successor is elected and has qualified.

     Section 6.2. Other Officers and Agents. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers
and may elect, or may delegate to the


                                      -10-



Chairman the power to appoint, such other officers and agents as the Trustees
shall at any time or from time to time deem advisable.

     Section 6.3. Term and Removal and Vacancies. Each officer of the Trust
shall hold office for a term of one year or until his or her successor is
elected and has qualified. Any officer or agent of the Trust may be removed by
the Trustees whenever, in their judgment, the best interests of the Trust will
be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

     Section 6.4. Compensation of Officers. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the Chairman to the
extent provided by the Trustees with respect to officers appointed by the
Chairman.

     Section 6.5. Powers and Duties. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to these
By-Laws or, to the extent not so provided, as may be prescribed by the Trustees;
provided that no rights of any third party shall be affected or impaired by any
such By-Law or resolution of the Trustees unless such third party has knowledge
thereof.

     Section 6.6. The Chairman. The Chairman shall preside at all meetings of
the Shareholders and of the Trustees and shall perform such other duties as the
Trustees may from time to time prescribe.

     Section 6.7. The President. The President shall have general and active
management of the business of the Trust. He or she shall see that all orders and
resolutions of the Board of Trustees are carried into effect. He or she shall
have such other duties as may be prescribed from time to time by the Board of
Trustees. The President shall be authorized to delegate to one or more Vice
Presidents such of his or her powers and duties at such times and in such manner
as he or she may deem advisable.

     Section 6.8. The Principal Executive Officer. The Principal Executive
Officer shall be considered the principal executive officer of the Trust for
purposes of Section 6 of the Securities Act of 1933, as amended, and shall have
the responsibility conferred upon the principal executive officer of an issuer
under the Sarbanes-Oxley Act of 2002.

     Section 6.9. The Vice Presidents. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Trustees. The Vice President, or, if there shall be more than one, the Vice
Presidents in such order as may be determined from time to time by the Trustees
or the Chairman, shall, in the absence or disability of the President, exercise
the powers and perform the duties of the President, and shall perform such other
duties as the Trustees or the Chairman may from time to time prescribe.

     Section 6.10. The Assistant Vice Presidents. The Assistant Vice President,
or, if there shall be more than one, the Assistant Vice Presidents in such order
as may be determined from time to time by the Trustees or the Chairman, shall
perform such duties and have such powers as may be assigned them from time to
time by the Trustees or the Chairman.

     Section 6.11. The Secretary. The Secretary shall attend all meetings of the
Trustees and all meetings of the Shareholders and record all the proceedings of
the meetings of the Shareholders and of the Trustees in a book to be kept for
that purpose, and shall perform like duties for the standing committees when
required. He or she shall give, or cause to be given, notice of all meetings of
the Shareholders and special meetings of the Trustees, and shall perform such
other duties and have such powers as the Trustees or the Chairman may from time
to time prescribe. He or she shall keep in safe


                                      -11-



custody the seal of the Trust and affix or cause the same to be affixed to any
instrument requiring it, and, when so affixed, it shall be attested by his or
her signature or by the signature of an Assistant Secretary.

     Section 6.12. The Assistant Secretaries. The Assistant Secretary, or, if
there shall be more than one, the Assistant Secretaries in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such duties and have such other powers
as the Trustees or the Chairman may from time to time prescribe.

     Section 6.13. The Treasurer. The Treasurer shall perform such duties as the
Board of Trustees or the President may from time to time prescribe.

     Section 6.14. The Assistant Treasurers. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Trustees or the Chairman may from time to time prescribe.

     Section 6.15. The Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Trust, and he or she shall render to the
Trustees and the President, whenever any of them require it, an account of his
or her transactions as Chief Financial Officer and of the financial condition of
the Trust, and he or she shall perform such other duties as the Trustees or the
President may from time to time prescribe. He or she shall be considered the
principal financial officer of the Trust for purposes of Section 6 of the
Securities Act of 1933, as amended, and shall have the responsibility conferred
upon the principal financial officer of an issuer under the Sarbanes-Oxley Act
of 2002.

     Section 6.16. Delegation of Duties. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.

                                  ARTICLE VII

                           DIVIDENDS AND DISTRIBUTIONS

     Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in Shares,
from any sources permitted by law, all as the Trustees shall from time to time
determine.

     Inasmuch as the computation of net income and net profits from the sales of
securities or other properties for federal income tax purposes may vary from the
computation thereof on the records of the Trust, the Trustees shall have power,
in their discretion, to distribute as income dividends and as capital gain
distributions, respectively, amounts sufficient to enable the Trust to avoid or
reduce liability for federal income taxes.


                                      -12-



                                  ARTICLE VIII

                             CERTIFICATES OF SHARES

     Section 8.1. Certificates of Shares. Subject to the authority of the Board
of Trustees to cause some or all of the Shares of any series or class of Shares
to be issued without certificates, each Shareholder of the Trust shall be
entitled to a certificate or certificates for the full number of Shares of the
Trust owned by him.

     Certificates for Shares of the Trust shall be in such form and of such
design as the Trustees shall approve, subject to the right of the Trustees to
change such form and design at any time or from time to time, and shall be
entered in the records of the Trust as they are issued. Each such certificate
shall bear a distinguishing number; shall exhibit the holder's name and certify
the number of full Shares owned by such holder; shall be signed by or in the
name of the Trust by the President, or a Vice President, and countersigned by
the Secretary or an Assistant Secretary or the Treasurer and an Assistant
Treasurer of the Trust; and shall contain such recitals as may be required by
law. Where any certificate is signed by a Transfer Agent or by a Registrar, the
signature of such officers may be facsimile, printed or engraved. The Trust may,
at its option, determine not to issue a certificate or certificates to evidence
Shares owned of record by any Shareholder.

     In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Trust, such certificate or certificates shall,
nevertheless, be adopted by the Trust and be issued and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall appear therein had not ceased to be such officer
or officers of the Trust.

     No certificate shall be issued for any share until such share is fully
paid.

     Section 8.2. Lost, Stolen, Destroyed and Mutilated Certificates. The
Trustees may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Trust alleged to have
been lost, stolen or destroyed, upon satisfactory proof of such loss, theft, or
destruction; and the Trustees may, in their discretion, require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give to
the Trust and to such Registrar, Transfer Agent and/or Transfer Clerk as may be
authorized or required to countersign such new certificate or certificates, a
bond in such sum and of such type as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be against
them or any of them on account of or in connection with the alleged loss, theft
or destruction of any such certificate.

                                   ARTICLE IX

                                    CUSTODIAN

     Section 9.1. Appointment and Duties. The Trust shall at times employ a bank
or trust company having capital, surplus and undivided profits of at least five
million dollars ($5,000,000) as custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as may
be contained in these By-Laws and the 1940 Act:

          (1) to receive and hold the securities owned by the Trust and deliver
     the same upon written or electronically transmitted order;


                                      -13-



          (2) to receive and receipt for any moneys due to the Trust and deposit
     the same in its own banking department or elsewhere as the Trustees may
     direct;

          (3) to disburse such funds upon orders or vouchers;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.

     The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees.

     Section 9.2. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.

                                   ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these By-Laws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting of shareholders, Trustees
or committee, as the case may be, in person, shall be deemed equivalent to the
giving of such notice to such person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1. Location of Books and Records. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.

     Section 11.2. Record Date. The Trustees may fix in advance a date as the
record date for the purpose of determining the Shareholders entitled to (i)
receive notice of, or to vote at, any meeting of Shareholders, or (ii) receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of Shareholders for any other proper purpose. The record date, in
any case, shall not be more than one hundred eighty (180) days, and in the case
of a meeting of Shareholders not less than ten (10) days, prior to the date on
which such meeting is to be held or the date on which such other particular
action requiring determination of Shareholders is to be taken, as the case may
be. In the case of a meeting of Shareholders, the meeting date set forth in the
notice to Shareholders accompanying the proxy statement shall be the date used
for purposes of calculating the 180 day or 10 day period, and any


                                      -14-



adjourned meeting may be reconvened without a change in record date. In lieu of
fixing a record date, the Trustees may provide that the transfer books shall be
closed for a stated period but not to exceed, in any case, twenty (20) days. If
the transfer books are closed for the purpose of determining Shareholders
entitled to notice of a vote at a meeting of Shareholders, such books shall be
closed for at least ten (10) days immediately preceding the meeting. Section
11.3. Seal. The Trustees shall adopt a seal, which shall be in such form and
shall have such inscription thereon as the Trustees may from time to time
provide. The seal of the Trust may be affixed to any document, and the seal and
its attestation may be lithographed, engraved or otherwise printed on any
document with the same force and effect as if it had been imprinted and attested
manually in the same manner and with the same effect as if done by a
Massachusetts business corporation under Massachusetts law.

     Section 11.4. Fiscal Year. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time to
time.

     Section 11.5. Orders for Payment of Money. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer or
officers or such other person or persons as the Trustees may from time to time
designate, or as may be specified in or pursuant to the agreement between the
Trust and the bank or trust company appointed as Custodian of the securities and
funds of the Trust.

                                  ARTICLE XII

                       COMPLIANCE WITH FEDERAL REGULATIONS

     The Trustees are hereby empowered to take such action as they may deem to
be necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.

                                  ARTICLE XIII

                                   AMENDMENTS

     These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees; provided,
however, that no By-Law may be amended, adopted or repealed by the Trustees if
such amendment, adoption or repeal requires, pursuant to law, the Declaration,
or these By-Laws, a vote of the Shareholders. The Trustees shall in no event
adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.

                                  ARTICLE XIV

                              DECLARATION OF TRUST

     The Declaration of Trust establishing Morgan Stanley Municipal Premium
Income Trust, dated November 16, 1988, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Morgan Stanley Municipal
Premium Income Trust refers to the Trustees under the Declaration collectively
as Trustees, but not as individuals or personally; and no Trustee, Shareholder,
officer, employee or agent of Morgan Stanley


                                      -15-



Municipal Premium Income Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said Morgan
Stanley Municipal Premium Income Trust, but the Trust Estate only shall be
liable.


                                      -16-

EX-99.77D POLICIES

Morgan Stanley Municipal Premium Income Trust
SUB-ITEM 77D: POLICIES WITH RESPECT TO SECURITY INVESTMENT

Effective October 13, 2009, the Board of Trustees of the Trust approved a change
to the Trust's investment practice to permit the Trust to invest, without limit,
in private placement securities in order to enhance portfolio management
flexibility in managing the Trust.