Morgan Stanley Dean Witter Mid-Cap Dividend Growth Securities
Item 77.C. Matters Submitted to a Vote of Security Holders
On June 22, 2000 a Special Meeting of the Fund's
Shareholders was held to vote upon an Agreement and Plan of
Reorganization, dated January 26, 2000, between Morgan Stanley
Dean Witter Mid-Cap Dividend Growth Securities and Morgan Stanley
Dean Witter Mid-Cap Equity Trust, pursuant to which substantially
all of the assets of Morgan Stanley Dean Witter Mid-Cap Dividend
Growth Securities would be combined with those of Morgan Stanley
Dean Witter Mid-Cap Equity Trust and shareholders of Morgan
Stanley Dean Witter Mid-Cap Dividend Growth Securities would
become shareholders of Morgan Stanley Dean Witter Mid-Cap Equity
Trust receiving shares of Morgan Stanley Dean Witter Mid-Cap
Equity Trust with a value equal to the value of their holdings in
Morgan Stanley Dean Witter Mid-Cap Dividend Growth Securities.
The vote on the Agreement and Plan of Reorganization was as
follows:
For: 10,529,923.612 Against: 193,311.747
Abstain: 957,799.727
