1
BY-LAWS
OF
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST
Amended and Restated as of May 1, 1999
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 Dean Witter Municipal Income Trust dated June 16, 1987,
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.
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,
commencing in 1989, in December of each year, the precise date during
December to be fixed by the Board of Trustees.
Section 3.3. Special Meetings. Special meetings of Shareholders of
the Trust shall be held whenever called by the Board of Trustees or the
President of the Trust. Special meetings of Shareholders shall also be
called by the Secretary upon the written request of the holders of
Shares entitled to vote not less than twenty-five percent (25%) of all
the votes entitled to be cast at such meeting. Such request 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
entitled to vote at such 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. 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
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
(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, or by these By-Laws, at each meeting of
Shareholders at which a quorum is present, all matters shall be decided
by Majority Shareholder Vote.
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 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.
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. Written 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, 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.
Section 4.4. Quorum, Voting and Adjournment of Meetings. At all
meetings of the Trustees, a majority of the Trustees 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 consent in writing setting forth the action
shall be signed by all of the Trustees entitled to vote upon the action
and such written 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 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.
(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.
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 two
(2) 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 consent in writing setting forth the action shall be
signed by all members of the Committee entitled to vote upon the action
and such written 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 President, 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 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 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 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 be the chief
executive officer of the Trust, shall preside at all meetings of the
Shareholders and of the Trustees, shall have general and active
management of the business of the Trust, shall see that all orders and
resolutions of the Trustees are carried into effect and, in connection
therewith, shall be authorized to delegate to the President or 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, shall be a
signatory on all Annual and Semi-Annual Reports as may be sent to
Shareholders, and shall perform such other duties as the Trustees may
from time to time prescribe.
Section 6.7. The President. The President shall perform such
duties as the Trustees and the Chairman may from time to time prescribe
and shall, in the absence or disability of the Chairman, exercise the
powers and perform the duties of the Chairman. 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 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 6.9. 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 6.10. 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 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 6.11. 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 6.12. The Treasurer. The Treasurer shall be the chief
financial officer of the Trust. He or she 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 Chairman, whenever any of them require it, an account of his or her
transactions as Treasurer and of the financial condition of the Trust,
and he or she shall perform such other duties as the Trustees or the
Chairman may from time to time prescribe.
Section 6.13. 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 6.14. 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.
ARTICLE VIII
Certificates of Shares
Section 8.1. Certificates of Shares. 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; shall be sealed with
the seal; 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 and the seal 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;
(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 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 Dean Witter
Municipal Income Trust, dated June 16, 1987, 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 Dean Witter Municipal 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 Dean Witter Municipal 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 Dean Witter
Municipal Income Trust, but the Trust Estate only shall be liable.
