-----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, VBCJTvpIY8pcq41Sd2Za4SpCMJiXJ/IA9aPyEcKQ0mnEFyb2MMVBynLr2FOtrwmC Cuk3yLxmmHUZA/CQWjNPPA== 0000865276-00-000003.txt : 20001227 0000865276-00-000003.hdr.sgml : 20001227 ACCESSION NUMBER: 0000865276-00-000003 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20001226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUS CENTRAL INDEX KEY: 0000876982 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: SEC FILE NUMBER: 811-06346 FILM NUMBER: 795510 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123922550 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST DATE OF NAME CHANGE: 19920929 NSAR-B 1 0001.txt N-SAR (6.1) PAGE 1 000 B000000 10/31/2000 000 C000000 0000876982 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 QUALITY MUNICIPAL INVESTMENT TRUST 001 B000000 811-6346 001 C000000 2123921600 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 10 007 C011100 11 007 C011200 12 007 C011300 13 007 C011400 14 007 C011500 15 007 C011600 16 007 C011700 17 007 C011800 18 007 C011900 19 007 C012000 20 007 C012100 21 007 C012200 22 007 C012300 23 007 C012400 24 007 C012500 25 007 C012600 26 007 C012700 27 007 C012800 28 007 C012900 29 PAGE 2 007 C013000 30 007 C013100 31 007 C013200 32 007 C013300 33 007 C013400 34 007 C013500 35 007 C013600 36 007 C013700 37 007 C013800 38 007 C013900 39 007 C014000 40 007 C014100 41 007 C014200 42 007 C014300 43 007 C014400 44 007 C014500 45 007 C014600 46 007 C014700 47 007 C014800 48 007 C014900 49 007 C015000 50 007 C015100 51 007 C015200 52 007 C015300 53 007 C015400 54 007 C015500 55 007 C015600 56 007 C015700 57 007 C015800 58 007 C015900 59 007 C016000 60 007 C016100 61 007 C016200 62 007 C016300 63 007 C016400 64 007 C016500 65 007 C016600 66 007 C016700 67 007 C016800 68 007 C016900 69 007 C017000 70 007 C017100 71 007 C017200 72 007 C017300 73 007 C017400 74 007 C017500 75 007 C017600 76 007 C017700 77 007 C017800 78 007 C017900 79 007 C018000 80 PAGE 3 007 C018100 81 007 C018200 82 007 C018300 83 007 C018400 84 007 C018500 85 007 C018600 86 007 C018700 87 007 C018800 88 007 C018900 89 007 C019000 90 008 A000001 MORGAN STANLEY DEAN WITTER ADVISORS INC. 008 B000001 A 008 C000001 801-42061 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10048 011 A000001 DELETE 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 013 B030001 10281 014 A000001 DEAN WITTER REYNOLDS INC. 014 B000001 8-14172 014 A000002 MORGAN STANLEY & CO. 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performing our audit of the financial statements of Morgan Stanley Dean Witter Quality Municipal Investment Trust (the "Trust") for the year ended October 31, 2000 (on which we have issued our report dated December 8, 2000), 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 Trust's internal control. The management of the Trust 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 Trust's internal control would not necessarily disclose all matters in 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 Trust's internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of October 31, 2000. This report is intended solely for the information and use of management, the Shareholders and Board of Trustees of the 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 December 8, 2000 EX-99 3 0003.txt (5) July 3, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by the below-noted Funds (copy attached), which we understand will be filed with the Commission, pursuant to Item 77K of Form N-SAR, as part of each of the below-noted Fund's Form N-SAR for the period ending subsequent to the date of this letter. We agree with the statements concerning our Firm to be included in such Form N-SARs. Commission Fund File Number Active Assets California Tax-Free Trust 33-41685 Active Assets Institutional Money Trust 333-91725 Active Assets Government Securities Trust 2-71558 Active Assets Money Trust 2-71560 Active Assets Premier Money Trust 333-91727 Active Assets Tax-Free Trust 2-71559 Morgan Stanley Dean Witter Aggressive Equity Fund 333-39579 Morgan Stanley Dean Witter 21st Century Trend Fund 333- 88703 Morgan Stanley Dean Witter American Opportunities Fund 2-66269 Morgan Stanley Dean Witter Balanced Growth Fund 33-56853 Morgan Stanley Dean Witter Balanced Income Fund 3-56851 Morgan Stanley Dean Witter California Insured Municipal Income Trust 33-54606 Morgan Stanley Dean Witter California Quality Municipal Securities 33-59282 Morgan Stanley Dean Witter California Tax-Free Daily Income Trust 33-21803 Morgan Stanley Dean Witter California Tax-Free Income Fund 2-91103 Morgan Stanley Dean Witter Capital Growth Securities33-32519 Morgan Stanley Dean Witter Competitive Edge Fund 333-38297 Morgan Stanley Dean Witter Convertible Securities Trust 2-97963 Morgan Stanley Dean Witter Developing Growth Securities Trust 2-81151 Commission Fund File Number Morgan Stanley Dean Witter Diversified Income Trust 33-44782 Morgan Stanley Dean Witter Dividend Growth Securities Inc. 2-70423 Morgan Stanley Dean Witter Equity Fund 333- 49585 Morgan Stanley Dean Witter European Growth Fund Inc.33-33530 Morgan Stanley Dean Witter Federal Securities Trust 33-10363 Morgan Stanley Dean Witter Financial Services Trust 333- 16177 Morgan Stanley Dean Witter Fund of Funds 333- 30765 Morgan Stanley Dean Witter Global Dividend Growth Securities 33-59004 Morgan Stanley Dean Witter Global Utilities Fund 33-50907 Morgan Stanley Dean Witter Government Income Trust 33-18699 Morgan Stanley Dean Witter Growth Fund 33-45450 Morgan Stanley Dean Witter Hawaii Municipal Trust 33-58175 Morgan Stanley Dean Witter Health Science Trust 33-48189 Morgan Stanley Dean Witter High Income Advantage Trust 33-15361 Morgan Stanley Dean Witter High Income Advantage Trust II 33-23013 Morgan Stanley Dean Witter High Income Advantage Trust III 33-25764 Morgan Stanley Dean Witter High Yield Securities Inc. 2-64782 Morgan Stanley Dean Witter Income Builder Fund 333- 01995 Morgan Stanley Dean Witter Income Securities Inc. 2-46859 Morgan Stanley Dean Witter Information Fund 33-87472 Morgan Stanley Dean Witter Insured California Municipal Securities 33-50713 Morgan Stanley Dean Witter Insured Municipal Bond Trust 33-33631 Morgan Stanley Dean Witter Insured Municipal Income Trust 33-46371 Morgan Stanley Dean Witter Insured Municipal Securities 33-50663 Morgan Stanley Dean Witter Insured Municipal Trust 33-43096 Morgan Stanley Dean Witter Intermediate Income Securities 33-24245 Morgan Stanley Dean Witter International Fund 333- 66203 Morgan Stanley Dean Witter International SmallCap Fund 33-53295 Morgan Stanley Dean Witter Japan Fund 333- 00437 Morgan Stanley Dean Witter Latin American Growth Fund 33-46515 Morgan Stanley Dean Witter Limited Term Municipal Trust 33-62158 Morgan Stanley Dean Witter Liquid Asset Fund Inc. 2-53856 Commission Fund File Number Morgan Stanley Dean Witter Market Leader Trust 333- 15813 Morgan Stanley Dean Witter Mid-Cap Dividend Growth Securities 333- 43135 Morgan Stanley Dean Witter Mid-Cap Equity Trust 33-63685 Morgan Stanley Dean Witter Municipal Income Opportunities Trust 33-22764 Morgan Stanley Dean Witter Municipal Income Opportunities Trust II 33-27712 Morgan Stanley Dean Witter Municipal Income Opportunities Trust III 33-33598 Morgan Stanley Dean Witter Municipal Income Trust 33- 15283 Morgan Stanley Dean Witter Municipal Income Trust II 33-20697 Morgan Stanley Dean Witter Municipal Income Trust III 33-29765 Morgan Stanley Dean Witter Municipal Premium Income Trust 33-25605 Morgan Stanley Dean Witter Natural Resource Development Securities Inc. 2-70421 Morgan Stanley Dean Witter New Discoveries Fund 333- 37936 Morgan Stanley Dean Witter New York Municipal Money Market Trust 33-32763 Morgan Stanley Dean Witter New York Quality Municipal Securities 33-59248 Morgan Stanley Dean Witter New York Tax-Free Income Fund 2-95664 Morgan Stanley Dean Witter Next Generation Trust 333- 82729 Morgan Stanley Dean Witter North American Government Income Trust 33-46049 Morgan Stanley Dean Witter Pacific Growth Fund Inc. 33-35541 Morgan Stanley Dean Witter Prime Income Trust 333- 67701 Morgan Stanley Dean Witter Quality Municipal Income Trust 33-46372 Morgan Stanley Dean Witter Quality Municipal Investment Trust 33-43000 Morgan Stanley Dean Witter Quality Municipal Securities 33-59284 Morgan Stanley Dean Witter Real Estate Fund 333- 68077 Morgan Stanley Dean Witter S&P 500 Index Fund 333- 29721 Morgan Stanley Dean Witter S&P 500 Select Fund 333- 56609 Morgan Stanley Dean Witter Select Municipal Reinvestment Fund 2-84376 Morgan Stanley Dean Witter Short-Term Bond Fund 33-50857 Morgan Stanley Dean Witter Short-Term U.S. Treasury Trust 33-41187 Morgan Stanley Dean Witter Small Cap Growth Fund 33-48765 Morgan Stanley Dean Witter Special Value Fund 333- 06935 Morgan Stanley Dean Witter Strategist Fund 33-23669 Commission Fund File Number Morgan Stanley Dean Witter Tax-Exempt Securities Trust 2-66268 Morgan Stanley Dean Witter Tax-Free Daily Income Trust 2-67087 Morgan Stanley Dean Witter Tax-Managed Growth Fund 333- 93935 Morgan Stanley Dean Witter Total Market Index Fund 333-74337 Morgan Stanley Dean Witter Total Return Trust 33-81012 Morgan Stanley Dean Witter U.S. Government Money Market Trust 2-74980 Morgan Stanley Dean Witter U.S. Government Securities Trust 2-86966 Morgan Stanley Dean Witter Utilities Fund 33-18983 Morgan Stanley Dean Witter Value Fund 333- 58643 Morgan Stanley Dean Witter Value-Added Market Series 33-14629 Morgan Stanley Dean Witter World Wide Income Trust 33- 26375 Morgan Stanley Dean Witter Multi-State Municipal Series Trust 33-37562 Morgan Stanley Dean Witter Select Dimensions Investment Series 33-54047 Morgan Stanley Dean Witter Variable Investment Series 2-82510 TCW/DW Term Trust 2000 33-64472 TCW/DW Term Trust 2002 33-51482 TCW/DW Term Trust 2003 33-57252 Very truly yours, PricewaterhouseCoopers LLP EX-99 4 0004.txt Change in Independent Accountant On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent accountants of the Fund. The reports of PricewaterhouseCoopers LLP on the financial statements of the Fund for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits for the two most recent fiscal years and through July 1, 2000, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. The Fund has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated July 3, 2000 is filed as an Exhibit to this Form N -SAR. The Fund, with the approval of its Board of Directors/Trustees and its Audit Committee, engaged Deloitte & Touche LLP as its new independent accountants as of July 1, 2000. EX-99 5 0005.txt
EXHIBIT 77(O) MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST 10f-3 transactions for the period April 1, 2000 - September 30, 2000 TOTAL ISSUED/ DATE PRICE SHARES % of PRINCIPAL PURCHASED SECURITY PURCHASED SHARE PURCHASED Assets AMOUNT BY GROUP BROKER(S) Massachusetts Bay Transportation Authority Series 2000A 08/02/00 $94.116 $7,000 2.00% $ 496,645,000.00 1.41% Paine Webber Massachusetts Bay Transportation Authority Series 2000B 06/16/00 $95.988 $10,000,000 2.86% $ 740,305,000.00 1.35% Paine Webber F:\LEGAL\MS_DATA\PARALEG\10F-3\QMIT
EX-27 6 0006.txt
6 MSDW QUALITY MUNICIPAL INVESTMENT TRUST 12-MOS OCT-31-2000 OCT-31-2000 337,852,627 346,490,218 6,103,706 103,648 10,527,600 363,225,172 (10,432,753) 0 (403,647) (10,836,400) 105,000,000 235,995,494 16,899,913 17,676,713 2,517,805 0 237,882 0 8,637,591 352,388,772 0 22,032,345 0 (1,823,568) 20,208,777 730,570 3,145,492 24,084,839 0 (20,218,784) 0 0 0 (776,800) 0 (6,244,630) 2,527,812 (492,688) 0 0 (1,234,426) 0 (1,841,967) 245,765,623 14.35 1.18 0.29 (1.18) 0 0 14.64 0.75
EX-99 7 0007.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-----