<PAGE> PAGE 1
000 A000000 06/30/1999
000 C000000 0000830975
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
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000 I000000 6.1
000 J000000 A
001 A000000 MSDW MUNICIPAL INCOME TRUST II
001 B000000 811-5509
001 C000000 2123922550
002 A000000 TWO WORLD TRADE CENTER
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10048
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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
010 A000001 MORGAN STANLEY DEAN WITTER SERVICES COMPANY
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10048
012 A000001 MORGAN STANLEY DEAN WITTER TRUST FSB
012 B000001 84-1785
012 C010001 JERSEY CITY
012 C020001 NJ
012 C030001 07302
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10036
<PAGE> PAGE 2
014 A000001 DEAN WITTER REYNOLDS INC.
014 B000001 8-14172
014 A000002 MORGAN STANLEY & CO.INCORPORATED
014 B000002 8-15869
015 A000001 THE BANK OF NEW YORK
015 B000001 C
015 C010001 NEW YORK
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022 A000001 EDWARD (A.G) & SONS, INC.
022 B000001 43-0895447
022 C000001 16600
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022 A000002 MORGAN (J.P.) SECURITIES INC.
022 B000002 13-3224016
022 C000002 11200
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022 B000005 22-2347336
022 C000005 3932
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022 A000006 PRAGER, MCARTHY & SEALY
022 B000006 94-3057440
022 C000006 2562
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022 A000007 LEHMAN BROTHERS INC.
022 B000007 13-2518466
<PAGE> PAGE 3
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022 D000007 2371
022 A000008 CAIN BROTHERS, SHATTUCK & COMPANY
022 B000008 N/A
022 C000008 2090
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022 A000009 BAUM (GEORGE K.) & COMPANY
022 B000009 43-1661917
022 C000009 0
022 D000009 2004
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022 B000010 13-2695511
022 C000010 0
022 D000010 1856
023 C000000 44165
023 D000000 47610
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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SIGNATURE BARRY FINK
TITLE VICE PRESIDENT
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II
SEMI-ANNUAL FDS
06-30-1999
</LEGEND>
<CIK> 0000830975
<NAME> MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<INVESTMENTS-AT-COST> 245,776,529
<INVESTMENTS-AT-VALUE> 251,750,168
<RECEIVABLES> 4,122,974
<ASSETS-OTHER> 117,470
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,990,612
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (423,002)
<TOTAL-LIABILITIES> (423,002)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 246,040,383
<SHARES-COMMON-STOCK> 25,851,566
<SHARES-COMMON-PRIOR> 26,198,366
<ACCUMULATED-NII-CURRENT> 2,843,930
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 709,658
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,973,639
<NET-ASSETS> 255,567,610
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,326,945
<OTHER-INCOME> 0
<EXPENSES-NET> (969,041)
<NET-INVESTMENT-INCOME> 6,357,904
<REALIZED-GAINS-CURRENT> 709,678
<APPREC-INCREASE-CURRENT> (11,671,209)
<NET-CHANGE-FROM-OPS> (4,603,627)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,265,319)
<DISTRIBUTIONS-OF-GAINS> (769,750)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> (346,800)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (14,703,424)
<ACCUMULATED-NII-PRIOR> 2,751,346
<ACCUMULATED-GAINS-PRIOR> 769,729
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (521,283)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (975,751)
<AVERAGE-NET-ASSETS> 266,108,459
<PER-SHARE-NAV-BEGIN> 10.32
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> (0.39)
<PER-SHARE-DIVIDEND> (0.24)
<PER-SHARE-DISTRIBUTIONS> (0.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.89
<EXPENSE-RATIO> 0.74
</TABLE>
<PAGE>
SECOND AMENDED AND RESTATED
RETIREMENT PLAN FOR
NON-INTERESTED TRUSTEES
OR DIRECTORS
Certain of the investment companies for which Morgan Stanley
Dean Witter
Advisors Inc. ("MSDW Advisors") currently acts as manager or
adviser adopted a
Retirement Plan for Non-Interested Trustees and Directors (the
"Original Plan")
on February 21, 1991 (the "Commencement Date"). The Original Plan
was amended
and restated on October 22, 1993, effective January 1, 1994 and
further amended
by First Amendment dated December 19, 1995 and by Second Amendment
dated May 8,
1997. The participating Funds now desire to amend and restate the
Plan further
as provided herein effective as of the Commencement Date (as so
amended, the
"Plan"), for the purposes of expanding the flexibility of Non-
Interested
Trustees and Directors to make and change their elections of
benefits.
1. DEFINITIONS
(a) "Independent Board Member" shall mean (i) a Trustee of an
Adopting Fund
if the Adopting Fund is organized as a Massachusetts business
trust, (ii) a
Director of an Adopting Fund if the Adopting Fund is organized as
a corporation,
and (iii) a "director" (as such term is defined in Section
2(a)(12) of the
Investment Company Act of 1940, as amended [the "Act"]) of an
Adopting Fund if
the Adopting Fund is any other type of organization, who in any
such case is not
an interested person (as such term is defined in Section 2(a)(19)
of the Act) of
MSDW Advisors.
(b) "Eligible Board Member" shall mean an Independent Board
Member who at
the time of Retirement (as hereinafter defined) has served as an
Independent
Board Member of any Adopting Fund for at least five years, or such
lesser period
as may be determined by the Board.
(c) "Eligible Service" shall mean service as an Independent
Board Member.
(d) "Eligible Retirement Date" shall mean, with respect to any
Independent
Board Member, the later of (i) January 1, 1993, (ii) the first day
of the
calendar month following the month in which such Independent Board
Member's
seventy-second birthday occurs, or (iii) such later date as the
Board may
establish as his or her "Eligible Retirement Date."
(e) "Retirement" shall mean any termination of service of an
Independent
Board Member except any termination which the Board determines to
have resulted
from the Independent Board Member's willful misfeasance, bad
faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the
office of Independent Board Member.
(f) "Benefit" shall mean with respect to any Eligible Board
Member, (i) the
Regular Benefit, unless the Alternate Benefit has been elected or
the Early
Benefit granted, (ii) the Alternate Benefit, if elected by such
Eligible Board
Member, unless the Early Benefit has been granted, or (iii) the
Early Benefit,
if granted by the Board.
(g) "Eligible Compensation" shall mean, with respect to any
Eligible Board
Member of any Adopting Fund, an amount equal to one-fifth of the
total
compensation, inclusive of compensation as a member of the Board
or of a Board
Committee or as chairperson of a Board Committee, earned by such
Eligible Board
Member for Eligible Service with respect to such Adopting Fund
(other than under
this Plan) in the five year period prior to the date of his or her
Retirement.
(h) "Actuarial Equivalent" shall mean an actuarially
equivalent benefit, as
computed by the Board with the advice of an enrolled actuary (as
defined in the
Employee Retirement Income Security Act of 1974, as amended
["ERISA"]), using
assumptions determined by the Board at the time of the
computation.
(i) "Board" shall mean, with respect to any Adopting Fund, the
Board of
Directors or Trustee or "directors," (as such term is defined in
Section
2(a)(12) of the Act, of such Adopting Fund.
(j) "Adoption Date" shall mean February 21, 1991.
1
<PAGE>
2. ELIGIBILITY
Each Eligible Board Member will be eligible to receive a
Benefit from each
Adopting Fund commencing on such Eligible Board Member's Eligible
Retirement
Date.
3. RETIREMENT DATE; AMOUNT OF BENEFIT
(a) RETIREMENT. Each Independent Board Member will retire not
later than his
or her Eligible Retirement Date. The foregoing provision shall be
deemed by the
adoption of this Plan by any Fund to be an amendment of such
Fund's by-laws
superseding any provision therein that an Independent Board Member
shall serve
until his or her successor shall have been elected and qualified.
Notwithstanding the foregoing, the Board of any Adopting Fund may,
to avoid the
simultaneous retirement of more than one of the Independent Board
Members or for
any other appropriate reason, waive the obligation of any
Independent Board
Member to retire on such date and may establish a later date as
his or her
"Eligible Retirement Date." Any establishment of an Eligible
Retirement Date may
be further extended by the Board.
(b) REGULAR RETIREMENT BENEFIT. Upon Retirement, each Eligible
Board Member
will receive, commencing as of such Eligible Board Member's
Eligible Retirement
Date and continuing for the remainder of the Eligible Board
Member's life, from
each Adopting Fund a retirement benefit (the "Regular Benefit")
paid at an
annual rate equal to the percentage of his or her Eligible
Compensation
established by resolution of the Board of such Adopting Fund most
recently
adopted prior to the date of his or her retirement (the "Most
Recent
Resolution") as the "Minimum Percentage," plus an additional
percentage of such
Eligible Compensation for each full month of Eligible Service for
any of the
Adopting Funds in excess of five years established by the Most
Recent Resolution
as the "Monthly Additional Percentage," up to the percentage
established by the
Most Recent Resolution as the "Maximum Percentage" of such
Eligible Compensation
for ten or more years of Eligible Service for any of the Adopting
Funds.
(c) ELECTION OF ALTERNATE PAYMENT OF BENEFIT. Each Independent
Board Member
shall have the option, exercisable at any time, and revisable at
any time and
from time to time, prior to his or her first acceptance of
benefits under the
Plan to elect (i) to receive, subject to being or becoming an
Eligible Board
Member, a retirement benefit (the "Alternate Benefit") based upon
the combined
life expectancy of such Eligible Board Member and his or her
spouse on the date
of such Eligible Board Member's Retirement (rather than solely
upon such
Eligible Board Member's own life, as shall be the case unless such
Eligible
Board Member shall otherwise elect as provided in this Section
3(c)), and (ii)
if the Independent Board Member elects to receive the Alternate
Benefit, to
elect a benefit either (x) to the last survivor of the Eligible
Board Member or
spouse, whether the Eligible Board Member or spouse is the last
survivor (a
"joint and last survivor" benefit) or (y) to the Eligible Board
Member's spouse
if the spouse survives the Eligible Board Member (a "joint and
contingent
survivor" benefit) equal in periodic amount to a percentage (the
"Designated
Survivor's Percentage") of the periodic amount that would be, or
would be
assumed to be, in effect while both the Eligible Board Member and
spouse were
alive. The Designated Survivor's Percentage shall be the
percentage stated in
the most recently delivered notice of election given by such
Independent Board
Member, or, if no percentage is stated in any such notice, 100%.
Payment of the
Alternate Benefit shall commence on the later of such Eligible
Board Member's
Eligible Retirement Date or the date of his or her Retirement,
shall be reduced
to the Designated Survivor's Percentage (if less than 100%) upon
the earlier of
the deceases of the Eligible Board Member and spouse in the case
of a joint and
last survivor benefit, or of the Eligible Board Member in the case
of a joint
and contingent survivor benefit, and shall be payable through the
remainder of
the life of the survivor of such Eligible Board Member and spouse.
The Alternate
Benefit shall be the Actuarial Equivalent of the Regular Benefit
provided under
paragraph 3(b). In the event of the death of an Eligible Board
Member who has
chosen the Alternate Benefit prior to such Eligible Board Member's
Retirement,
his or her spouse shall be entitled to a retirement benefit,
commencing upon
such death, which shall be the Actuarial Equivalent of the benefit
such spouse
would have received had such Eligible Board Member died on his or
her Eligible
Retirement Date.
(d) EARLY PAYMENT OF BENEFIT. An Eligible Board Member for
good cause may
apply to the Board of any Adopting Fund for, and, at the
discretion of such
Board, may be granted, a retirement benefit (the "Early Benefit")
which is the
Actuarial Equivalent of the Regular Benefit or Alternate Benefit
previously
elected
2
<PAGE>
by such Eligible Board Member. Payment of the Early Benefit shall
commence on a
date fixed by the Board in its sole discretion as such Eligible
Board Member's
Eligible Retirement Date and shall be payable through the
remainder of such
Eligible Board Member's life, or, if the Alternate Benefit had
been elected, the
later of the lives of such Eligible Board Member and spouse. Good
cause for
these purposes may include (but is not limited to) the permanent
disability of
the Eligible Board Member.
(e) Anything contained herein to the contrary notwithstanding,
upon the
adoption by an Adopting Fund of a plan of liquidation, such
Adopting Fund shall
pay to each Eligible Board Member who has retired, in lieu of his
or her Benefit
from such Adopting Fund, an amount (the "Lump Sum") equal to the
then present
value of the Benefit, using a discount rate determined by the
Board at the time
of the computation. The Lump Sum shall be paid by such Adopting
Fund at or
before the final liquidation and dissolution of such Adopting
Fund.
4. TIME OF PAYMENT
The Benefit to each Eligible Board Member or his or her spouse
will, except
as provided in Section 3(c), 3(d) or 3(e) hereof, commence on such
Eligible
Board Member's Eligible Retirement Date and will be paid each year
in quarterly
installments that are as nearly equal as possible on the first day
of each
calendar quarter.
5. PAYMENT OF BENEFIT; ALLOCATION OF COSTS
Each Adopting Fund is responsible for the payment of Benefits
based upon
Eligible Compensation from such Adopting Fund, as well as its
proportionate
share of all expenses of administration of the Plan, including
without
limitation all accounting and legal fees and expenses and fees and
expenses of
any enrolled actuary. The obligations of each Adopting Fund to pay
such benefits
and expenses will not be secured or funded in any manner, and such
obligations
will not have any preference over the lawful claims of the
Adopting Funds'
creditors and stockholders, shareholders, beneficiaries or limited
partners, as
the case may be. To the extent that an Adopting Fund consists of
one or more
separate portfolios, such costs and expenses will be allocated
among such
portfolios in the proportion that compensation of Independent
Board Members is
allocated among such portfolios.
6. ADMINISTRATION
(a) ADMINISTRATION. Any question involving entitlement to
payments under or
the administration of the Plan will be referred to the Board,
which shall make
all interpretations and determinations necessary or desirable for
the Plan's
administration (such interpretations and determinations to be
final and
conclusive) and shall cause such records to be kept as may be
necessary for the
administration of the Plan.
7. MISCELLANEOUS
(a) RIGHTS NOT ASSIGNABLE. The right to receive any payment
under the Plan
is not transferable or assignable. Except as otherwise provided
herein with
respect to the Alternate Benefit, the Plan shall not create any
benefit, cause
of action, right of sale, transfer, assignment, pledge,
encumbrance, or other
such right in any spouse or heirs or the estate of any Eligible
Board Member or
retired Eligible Board Member.
(b) AMENDMENT, ETC. With respect to each Adopting Fund, the
Board, including
a majority of the Independent Board Members of such Board, may at
any time amend
or terminate the Plan or waive any provision of the Plan,
PROVIDED, that except
as otherwise provided herein, no amendment, termination or waiver
will impair
the rights of an Independent Board Member to receive upon
Retirement the
payments which would have been made to such Independent Board
Member had there
been no such amendment, termination or waiver (based upon such
Board Member's
Eligible Service to the date of such amendment, termination or
waiver) or the
rights of a retired Eligible Board Member to receive any Benefit
due under the
Plan, without the consent of such Independent Board Member or
Eligible Board
Member. Notwithstanding any provision to the contrary, the Board,
with the
concurrence of a majority of the Independent Board Members of such
Board and
without the consent of any individual Independent Board Member,
may at any time
(i) amend or terminate the Plan to comply with any applicable
provision of law
or any rule or regulation adopted, or proposed to be adopted, by
any
governmental agency or any decision of any court or administrative
agency, (ii)
change any assumptions used to determine what benefit may be an
3
<PAGE>
Actuarial Equivalent, or (iii) terminate the Plan of an Adopting
Fund (an
"Acquired Adopting Fund") substantially all the assets of which
are acquired by
an entity which is itself an Adopting Fund (the "Acquiring
Adopting Fund")
pursuant to a plan of reorganization between the Acquired Adopting
Fund and the
Acquiring Adopting Fund (the "Reorganization Plan"), such
termination to be
deemed approved upon adoption of the Reorganization Plan and to be
effective
upon the effectiveness of the reorganization contemplated thereby
without
liability or further obligation for any benefits accrued or
otherwise payable to
an Independent Board Member by the Acquired Adopting Fund.
(c) NO RIGHT TO REELECTION. Nothing in the Plan will create
any obligation
on the part of the Board to nominate any Independent Board Member
for
reelection.
(d) VACANCIES. Although the Board will retain the right to
increase or
decrease its size, it shall be the general policy to replace each
retired
Independent Board Member by selecting a new Independent Board
Member from
candidates recommended by the remaining Independent Board Members.
(e) CONSULTING. Each retired Eligible Board Member may render
such services
for any of the Adopting Funds, for such compensation, as may be
agreed upon from
time to time by such retired Eligible Board Member and the Board.
(f) EFFECTIVENESS. The Plan will be effective for all
Independent Board
Members who have dates of Retirement occurring on or after the
Adoption Date.
Periods of Eligible Service shall include periods commencing prior
to such date.
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MORGAN STANLEY DEAN WITTER FUNDS:
FUNDS THAT HAVE ADOPTED THE RETIREMENT PLAN
FOR NON-INTERESTED TRUSTEES OR DIRECTORS
SCHEDULE A
MARCH 1999
<TABLE>
<S> <C>
1) Active Assets California Tax-Free Trust
2) Active Assets Government Securities Trust
3) Active Assets Money Trust
4) Active Assets Tax-Free Trust
5) Morgan Stanley Dean Witter American Value Fund
6) Morgan Stanley Dean Witter California Insured Municipal
Income Trust
7) Morgan Stanley Dean Witter California Quality Municipal
Securities
8) Morgan Stanley Dean Witter California Tax-Free Daily
Income Trust
9) Morgan Stanley Dean Witter California Tax-Free Income
Fund
10) Morgan Stanley Dean Witter Capital Growth Securities
11) Morgan Stanley Dean Witter Convertible Securities Trust
12) Morgan Stanley Dean Witter Developing Growth Securities
Trust
13) Morgan Stanley Dean Witter Diversified Income Trust
14) Morgan Stanley Dean Witter Dividend Growth Securities
Inc.
15) Morgan Stanley Dean Witter European Growth Fund Inc.
16) Morgan Stanley Dean Witter Federal Securities Trust
17) Morgan Stanley Dean Witter Global Dividend Growth
Securities
18) Morgan Stanley Dean Witter Government Income Trust
19) Morgan Stanley Dean Witter Health Sciences Trust
20) Morgan Stanley Dean Witter High Income Advantage Trust
21) Morgan Stanley Dean Witter High Income Advantage Trust
II
22) Morgan Stanley Dean Witter High Yield Securities Inc.
23) Morgan Stanley Dean Witter Income Securities Inc.
24) Morgan Stanley Dean Witter Insured Municipal Bond Trust
25) Morgan Stanley Dean Witter Insured Municipal Income
Trust
26) Morgan Stanley Dean Witter Insured Municipal Securities
27) Morgan Stanley Dean Witter Insured Municipal Trust
28) Morgan Stanley Dean Witter Intermediate Income
Securities
29) Morgan Stanley Dean Witter Limited Term Municipal Trust
30) Morgan Stanley Dean Witter Liquid Asset Fund Inc.
31) Morgan Stanley Dean Witter Multi-State Municipal Series
Trust
32) Morgan Stanley Dean Witter Municipal Income
Opportunities Trust
33) Morgan Stanley Dean Witter Municipal Income
Opportunities Trust II
34) Morgan Stanley Dean Witter Municipal Income
Opportunities Trust III
35) Morgan Stanley Dean Witter Municipal Income Trust
36) Morgan Stanley Dean Witter Municipal Income Trust II
37) Morgan Stanley Dean Witter Municipal Premium Income
Trust
38) Morgan Stanley Dean Witter Natural Resource Development
Securities Inc.
39) Morgan Stanley Dean Witter New York Municipal Money
Market Trust
40) Morgan Stanley Dean Witter New York Tax-Free Income
Fund
41) Morgan Stanley Dean Witter Pacific Growth Fund Inc.
42) Morgan Stanley Dean Witter Prime Income Trust
43) Morgan Stanley Dean Witter Quality Municipal Income
Trust
44) Morgan Stanley Dean Witter Quality Municipal Investment
Trust
45) Morgan Stanley Dean Witter Quality Municipal Securities
46) Morgan Stanley Dean Witter Short-Term U.S. Treasury
Trust
47) Morgan Stanley Dean Witter Strategist Fund
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
48) Morgan Stanley Dean Witter Tax-Exempt Securities Trust
49) Morgan Stanley Dean Witter Tax-Free Daily Income Trust
50) Morgan Stanley Dean Witter U.S. Government Money Market
Trust
51) Morgan Stanley Dean Witter U.S. Government Securities
Trust
52) Morgan Stanley Dean Witter Utilities Fund
53) Morgan Stanley Dean Witter Value-Added Market Series
54) Morgan Stanley Dean Witter Variable Investment Series
55) Morgan Stanley Dean Witter World Wide Income Trust
</TABLE>
6
<PAGE>
BY-LAWS
OF
MORGAN STANLEY DEAN WITTER MUNICIPAL PREMIUM 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 Premium Income Trust dated November 16, 1988, as
amended from time to time.
ARTICLE II
OFFICES
SECTION 2.1. Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be
in the City of Boston, County of Suffolk.
SECTION 2.2. Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and
without the Commonwealth as the Trustees may from time to time designate or
the business of the Trust may require.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 3.1. Place of Meetings. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.
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: (i) with respect to matters not requiring voting by the Common
Shareholders and the Preferred Shareholders voting as separate classes, upon
the written request of the holders of Shares entitled to vote not less than
twenty-five percent (25%) of all the votes entitled to be cast at such
meeting; (ii) with respect to matters requiring voting by the Common
Shareholders and the Preferred Shareholders voting as separate classes, upon
the written request of not less than 25% of the outstanding Common Shares and
not less than the percentage of the Preferred Shares as set forth in the
designation pursuant to Section 6.1 of the Declaration of Trust each voting
as separate classes; or (iii) in the case of a meeting for the purpose of
voting on the removal of any Trustee or Trustees, upon written request of the
class of Shareholders entitled to vote on the removal of such Trustee or
Trustees holding in the aggregate not less than 10% of the outstanding shares
of such class. Any written request for a special meeting shall state the
purpose or purposes of such meeting and the matters proposed to be acted on
thereat. The Secretary shall inform such Shareholders of the reasonable
estimated cost of preparing and mailing such notice of the meeting, and, upon
payment to the Trust of such costs, the Secretary shall give notice stating
the purpose or purposes of the meeting to all entitled to vote at such
meeting. No special
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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
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<PAGE>
the name of one or more Trustees or Officers of the Trust. Proxy
solicitations may be made in writing or by using telephonic or other
electronic solicitation procedures that include appropriate methods of
verifying the identity of the Shareholder and confirming any instructions
given thereby.
SECTION 3.7. Vote Required. Except as otherwise provided by law, by the
Declaration of Trust, these By-Laws or resolution of the Trustees specifying
a greater or lesser vote required for the transaction of any item of business
at any meeting of Shareholders, at each meeting of Shareholders at which a
quorum is present, all matters shall be decided by the vote of a majority of
the Shares present in person or represented by proxy and entitled to vote,
provided, however, that with respect to any matter required to be voted on
separately by class of Shares the matter shall be decided by the vote of a
majority of the Shares so present or represented and entitled to vote on the
subject matter.
SECTION 3.8. Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the
request of any Shareholder or his proxy shall, appoint Inspectors of Election
of the meeting. In case any person appointed as Inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Trustees in advance of the convening of the meeting or at the meeting by the
person acting as chairman. The Inspectors of Election shall determine the
number of Shares outstanding, the Shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies,
shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the results,
and do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. On request of the chairman of the meeting, or
of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them
and shall execute a certificate of any facts found by them.
SECTION 3.9. Inspection of Books and Records. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as
are granted to Shareholders under Section 32 of the Business Corporation Law
of the Commonwealth of Massachusetts.
SECTION 3.10. Action by Shareholders Without Meeting. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such 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.
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<PAGE>
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
4
<PAGE>
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
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(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
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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.
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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.
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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
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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.
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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
Premium Income Trust, dated November 16, 1988, a copy of which, together with
all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Morgan Stanley Dean
Witter Municipal Premium Income Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally;
and no Trustee, Shareholder, officer, employee or agent of Morgan Stanley
Dean Witter Municipal Premium Income Trust shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said Morgan Stanley Dean Witter Municipal Premium Income Trust,
but the Trust Estate only shall be liable.
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