-----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, L2WcPVBP57tcjtOha3u8RPtJXZUW8kJAXKKQ9Z4Jo39maoDQmNWuZB5/vFuAJu7h XbaR7W7gPO3kozVuNQE9cg== 0001167420-04-000352.txt : 20041229 0001167420-04-000352.hdr.sgml : 20041229 20041229122715 ACCESSION NUMBER: 0001167420-04-000352 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041031 FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 EFFECTIVENESS DATE: 20041229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUS CENTRAL INDEX KEY: 0000876982 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-06346 FILM NUMBER: 041230098 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST DATE OF NAME CHANGE: 20011220 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUS DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST DATE OF NAME CHANGE: 19920929 NSAR-B 1 answer.fil PAGE 1 000 B000000 10/31/2004 000 C000000 0000876982 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 U 001 A000000 MORGAN STANLEY QUALITY MUNI INVESTMENT TRUST 001 B000000 811-06346 001 C000000 2127625260 002 A000000 1221 AVENUE OF THE AMERICAS 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10020 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC. 008 B000001 A 008 C000001 801-42061 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10020 062 A000000 Y 062 B000000 0.0 062 C000000 0.0 062 D000000 0.0 062 E000000 1.8 062 F000000 0.0 062 G000000 0.0 062 H000000 0.0 062 I000000 0.0 062 J000000 0.0 062 K000000 0.0 062 L000000 0.0 062 M000000 0.0 PAGE 2 062 N000000 0.0 062 O000000 139.3 062 P000000 0.0 062 Q000000 0.0 062 R000000 0.0 071 A000000 83959 071 B000000 96200 071 C000000 340451 071 D000000 25 072 A000000 12 074 N000000 355706 074 T000000 244137 075 A000000 0 075 B000000 246110 077 A000000 Y 077 B000000 Y 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 Y 077 P000000 N 077 Q010000 Y 077 Q020000 Y 077 Q030000 N 078 000000 N 080 A000000 ICI MUTUAL INSURANCE COPMANY 080 B000000 GULF, ZURICH, FIDELITY AND DEPOSIT ET AL. 080 C000000 150000 081 A000000 Y 081 B000000 106 082 A000000 N 082 B000000 0 083 A000000 N 083 B000000 0 084 A000000 N 084 B000000 0 085 A000000 Y 085 B000000 N 086 A010000 0 086 A020000 0 086 B010000 655 086 B020000 9131 PAGE 3 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 087 A010000 SHARES OF BENEFICIAL INTEREST 087 A020000 61745P668 087 A030000 IQT 088 A000000 N 088 B000000 N 088 C000000 N 088 D000000 Y SIGNATURE A. THOMAS SMITH TITLE VICE PRESIDENT EX-99.77Q2 ITEM 405 2 seventysevenqtwo.txt MORGAN STANLEY CLOSED-END FUNDS MORGAN STANLEY TRUST FSB AMENDEND AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMENDED AND RESTATED AGREEMENT made as of the 1st day of September, 2000, and amended on November 1, 2004, by and between each of the Morgan Stanley Closed-end 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 1221 Avenue of the Americas, New York, New York 10020, and MORGAN STANLEY TRUST FSB (Morgan Stanley 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 MORGAN STANLEY TRUST as its transfer agent, dividend disbursing agent, shareholder servicing agent, registrar and agent in connection with the Fund's Dividend Reinvestment Plan and MORGAN STANLEY 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 MORGAN STANLEY TRUST 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints MORGAN STANLEY TRUST to act as, and MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST, MORGAN STANLEY 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. MORGAN STANLEY 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, MORGAN STANLEY 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, MORGAN STANLEY 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), MORGAN STANLEY 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) MORGAN STANLEY TRUST shall provide such additional services and functions not specifically described herein as may be mutually agreed between MORGAN STANLEY TRUST and the Fund. Procedures applicable to such services may be established from time to time by agreement between the Fund and MORGAN STANLEY TRUST. ARTICLE 2 - FEES AND EXPENSES 2.1 For performance by MORGAN STANLEY TRUST pursuant to this Agreement, each Fund agrees to pay MORGAN STANLEY 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 one-half (1/2) of 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 MORGAN STANLEY 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; provided, however, that such fee shall not at any time exceed the average fee published by the then current ICI Transfer Agency Fee survey with respect to funds affiliated with a broker- dealer. 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 MORGAN STANLEY TRUST. 2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees to reimburse MORGAN STANLEY TRUST for out-of- pocket expenses or advances incurred by MORGAN STANLEY TRUST in connection with the services rendered by MORGAN STANLEY TRUST hereunder. In addition, any other expenses incurred by MORGAN STANLEY 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 MORGAN STANLEY TRUST by the Fund upon request prior to the mailing date of such materials. ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF MORGAN STANLEY TRUST MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST shall not be responsible for, and the Fund shall indemnify and hold MORGAN STANLEY TRUST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (d) All actions of MORGAN STANLEY 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. (e) 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. (f) The reliance on or use by MORGAN STANLEY TRUST or its agents or subcontractors of information, records and documents which (i) are received by MORGAN STANLEY 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. (g) The reliance on, or the carrying out by MORGAN STANLEY TRUST or its agents or subcontractors of, any instructions or requests of the Fund. (h) 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST as a result of the lack of good faith, negligence or willful misconduct of MORGAN STANLEY TRUST, its officers, employees or agents. 5.3 At any time MORGAN STANLEY 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 MORGAN STANLEY TRUST under this Agreement, and MORGAN STANLEY 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. MORGAN STANLEY 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 MORGAN STANLEY 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. MORGAN STANLEY 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 MORGAN STANLEY TRUST 6.1 The Fund shall promptly furnish to MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST deems to be appropriate or necessary for the proper performance of its duties. 6.2 MORGAN STANLEY 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 MORGAN STANLEY 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, MORGAN STANLEY TRUST agrees that all such records prepared or maintained by MORGAN STANLEY TRUST relating to the services to be performed by MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST and the Fund. 6.5 In case of any request or demands for the inspection of the Shareholder records of the Fund, MORGAN STANLEY TRUST will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. MORGAN STANLEY 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, as amended and restated, shall remain in full force and effect until August 1, 2005 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 MORGAN STANLEY 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, MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST; provided, however, that such person or entity has and maintains the qualifications, if any, required to perform such obligations and duties and that MORGAN STANLEY 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 MORGAN STANLEY 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 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 MORGAN STANLEY TRUST as directors, officers, employees, agents and shareholders or otherwise, and that the directors, officers, employees, agents and shareholders of MORGAN STANLEY 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 Investment Advisors Inc. ("Additional Funds") desires to retain MORGAN STANLEY TRUST to act as transfer agent, dividend disbursing agent and/or shareholder servicing agent, and MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST and the Fund issued by a surety company satisfactory to MORGAN STANLEY TRUST, except that MORGAN STANLEY TRUST may accept an affidavit of loss and indemnity agreement executed by the registered holder (or legal representative) without surety in such form as MORGAN STANLEY TRUST deems appropriate indemnifying MORGAN STANLEY 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 MORGAN STANLEY 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] 1221 Avenue of the Americas New York, New York 10020 Attention: General Counsel To MORGAN STANLEY TRUST: Morgan Stanley 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 Amended and Restated 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. MORGAN STANLEY CLOSED-END FUNDS Taxable Fixed-Income Closed-End Funds 1. Morgan Stanley Government Income Trust 2. Morgan Stanley Income Securities Inc. 3. Morgan Stanley Prime Income Trust Tax-Exempt Fixed-Income Closed-End Funds 4. Morgan Stanley California Insured Municipal Income Trust 5. Morgan Stanley California Quality Municipal Securities 6. Morgan Stanley Insured California Municipal Securities 7. Morgan Stanley Insured Municipal Bond Trust 8. Morgan Stanley Insured Municipal Income Trust 9. Morgan Stanley Insured Municipal Securities 10. Morgan Stanley Insured Municipal Trust 11. Morgan Stanley Municipal Income Opportunities Trust 12. Morgan Stanley Municipal Income Opportunities Trust II 13. Morgan Stanley Municipal Income Opportunities Trust III 14. Morgan Stanley Municipal Premium Income Trust 15. Morgan Stanley New York Quality Municipal Securities 16. Morgan Stanley Quality Municipal Income Trust 17. Morgan Stanley Quality Municipal Investment Trust 18. Morgan Stanley Quality Municipal Securities By: Name: _______________________ Title: _______________________ ATTEST: ____________________________ Name: ______________________ Title: ______________________ MORGAN STANLEY TRUST FSB By: Name: _______________________ Title: _______________________ ATTEST: ____________________________ Name: ______________________ Title: ______________________ SCHEDULE A MORGAN STANLEY TRUST FSB CLOSED-END FUNDS SHAREHOLDER ACCOUNT MAINTENANCE FEES RATES PER TRANSFER AGENCY AGREEMENT AS OF NOVEMBER 1, 2004 Closed-end Funds $11.51 Prime Income Trust $11.80 A fee equal to 1/12 of the fee set forth above, for providing Forms 1099 for accounts closed during the year, payable following the end of the calendar year. Out-of-pocket expenses in accordance with Section 2.2 of the Agreement. Fees for additional services not set forth in this Agreement shall be as negotiated between the parties. Exhibit A Morgan Stanley Trust FSB Harborside Financial Center, Plaza Two Jersey City, NJ 07311 Dear Sir or Madam: The undersigned, (name of investment company), a (Maryland corporation/Massachusetts business trust) (the "Fund"), desires to employ and appoint Morgan Stanley Trust FSB ("MORGAN STANLEY 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 MORGAN STANLEY TRUST of fees as set out in the fee schedule attached hereto as Schedule A, MORGAN STANLEY 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 MORGAN STANLEY 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, Morgan Stanley [ ] Fund By: __________________________ Title: __________________________ Date: __________________________ ACCEPTED AND AGREED TO: Morgan Stanley Trust FSB By: _______________________ Title: ______________________ Date: _____________________ EX-99.77O RULE 10F-3 3 tenfthree.txt Morgan Stanley Quality Municipal Investment Trust Item 77(O) 10F-3 Transactions May 1, 2004 - October 31, 2004 Security Purcha Size Offeri Total Amount % of % of Purchased se/ of ng Amount of of Offeri Fund Brokers Trade Offeri Price Offering Shares ng s Date ng of Purcha Purcha Tota Shares sed sed l By By Asse Fund Fund ts State of 5/6/04 - $103.3 $7,921,515 5,000, 0.06% 1.47 Lehman Californi 3 ,000 000 % Brothers, a Citigroup, Economic JPMorgan, Recovery Banc of Bonds America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co Incorporat ed, A.G. Edwards & Sons Inc., Banc One Capital Markets Inc., Chatsworth Securities LLC, Commerce Capital Markets, First Albany Capital Inc., Henderson Capital Partners LLC, Loop Capital Markets LLC, O'Connor Southwest Securities , Ramirez & Co. Inc., Redwood Securities Group, Inc., Siebert Brandford Shank & Co. LLC, Stone & Youngberg LLC, Wells Fargo Institutio nal Securities , LLC, Bear, Stearns & Co. Inc, ABN AMRO Financial Services Inc., Brandis Tallman LLC, CIBC World Markets Corp., Estrada Hinojosa & Company Inc, Great Pacific Securities , Jackson Securities , M.R. Beal & Company, Piper Jaffray & Co., Raymond James & Associates Inc., Roberts and Ryan Investment s Inc., Stephens Inc., Sutter Securities Inc., Western Municipal Securities Corporatio n, E.J. De La Rosa & Co., Inc., Merrill Lynch & Co., UBS Financial Services Inc., Backstrom McCarley Berry & Co. LLC, Cabrera Capital Markets Inc., City National Securities Inc., Fidelity Capital Markets, Grigsby & Associates Inc., Janney Montgomery Scott LLC, Melvin Securities LLC, Prager, Sealy & Co., LLC, RBC Dain Rauscher, SBK-Brooks Investment Corp, Stinson Securities LLC, Wachovia Bank, National Associatio n, Westhoff, Cone, & Holmstedt Bear, Stearns & Co. Inc., Piper Jaffray & Co., Banc of America City of 5/20/0 - $101.6 $3,029,170 10,000 0.34% 2.95 Securities Houston, 4 2 ,000 ,000 % LLC, TX Citigroup, Utility JPMorgan, System The Ser. 2004 Malachi Group Inc., Morgan Stanley, Goldman, Sachs & Co., Banc One Capital Markets, Inc., Estrada Hinojosa & Co., Inc., Lehman Brothers, Merrill Lynch, RBC Dain Rauscher, UBS Financial Services Inc., Siebert Brandford Shank & Co., LLC, Cabrera Capital Markets Inc., First Albany Capital, Loop Capital Markets, Morgan Keegan, Ramirez & Co., Inc. Citigroup, Goldman, Sachs & Pennsylva 5/25/0 - $97.25 $269,245,0 5,000, 1.86% 1.48 Co., nia 4 00 000 % Merrill Turnpike Lynch & Commissio Co., n Ser. A JPMorgan, of 2004 Commonweal th Securities and Investment s, Inc., Janney Montgomery Scott LLC, Morgan Stanley, Wachovia Bank, National Associatio n, UBS Financial Services Inc., First Security Investment s, Inc., Lehman Brothers, RBC Dain Rauscher, Inc EX-99.77B ACCT LTTR 4 auditorsopp.txt REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Morgan Stanley Quality Municipal Investment Trust: In planning and performing our audit of the financial statements of Morgan Stanley Quality Municipal Investment Trust (the Trust) for the year ended October 31, 2004 (on which we have issued our report dated December 14, 2004), 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 Trusts 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 entitys 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 Trusts internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). 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 Trusts internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of October 31, 2004. This report is intended solely for the information and use of management, the Shareholders and Board of Trustees of Morgan Stanley Quality Municipal Investment 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 14, 2004 -----END PRIVACY-ENHANCED MESSAGE-----