AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
MORGAN STANLEY DEAN WITTER TRUST FSB
[closed-end funds]
TABLE OF CONTENTS
Page
Article 1 Terms of Appointment................. 1
Article 2 Fees and Expenses................. 4
Article 3 Representations and Warranties of MSDW TRUST........ 5
Article 4 Representations and Warranties of the Fund........ 5
Article 5 Duty of Care and Indemnification............ 6
Article 6 Documents and Covenants of the Fund and MSDW TRUST..9
Article 7 Duration and Termination of Agreement..........12
Article 8 Assignment......................13
Article 9 Affiliations....................13
Article 10 Amendment......................14
Article 11 Applicable Law...................14
Article 12 Miscellaneous.....................14
Article 13 Merger of Agreement................16
Article 14 Personal Liability...................16
-i-
AMENDEND AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st
day of September, 2000 by and between each of the Funds
listed on the signature page hereof, each of such Funds
acting severally on its own behalf and not jointly with any
of such other Funds (each such Fund hereinafter referred to
as the "Fund"), each such Fund having its principal office
and place of business at Two World Trade Center, New York,
New York, 10048, and MORGAN STANLEY DEAN WITTER TRUST FSB
("MSDW TRUST"), a federally chartered savings bank, having
its principal office and place of business at Harborside
Financial Center, Plaza Two, Jersey City, New Jersey 07311.
WHEREAS, the Fund desires to appoint MSDW TRUST as
its transfer agent, dividend disbursing agent, shareholder
servicing agent, registrar and agent in connection with the
Fund's Dividend Reinvestment Plan and MSDW TRUST desires to
accept such appointment;
NOW THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
Article 1 Terms of Appointment; Duties of MSDW TRUST
1.1 Subject to the terms and conditions set
forth in this Agreement, the Fund hereby employs and
appoints MSDW TRUST to act as, and MSDW TRUST agrees to act
as, the transfer agent for each series and class of shares
of the Fund ("Shares"), dividend disbursing agent,
shareholder servicing agent, registrar and agent in
connection with the Fund's Dividend Reinvestment Plan (the
"Plan").
1.2 MSDW TRUST agrees that it will perform
the following services:
(a) In accordance with procedures
established from time to time by agreement between the Fund
and MSDW TRUST shall:
(i) In accordance with instructions from the
Fund given by Certificate of the Secretary of the Fund,
issue Shares upon receipt of payment therefor, and issue
certificates therefore or hold such Shares in book form in
the appropriate Shareholder account;
(ii) Effect transfers of Shares by the
registered owners thereof upon receipt of appropriate
instructions;
(iii) Prepare and transmit payments for
dividends and distributions declared by the Fund in
accordance with instructions and serve as the plan agent for
the Plan and purchase and issue shares in accordance with
such Plan;
(iv) Maintain records of account for and
advise the Fund and its Shareholders as to the foregoing;
(v) Record the issuance of Shares of the
Fund and maintain pursuant to Rule 17Ad-10(e) under the
Securities Exchange Act of 1934 ("1934 Act") a record of the
total number of Shares of the Fund which are authorized,
based upon data provided to it by the Fund, and issued and
outstanding. MSDW TRUST shall also provide to the Fund on a
regular basis the total number of Shares which are
authorized, issued and outstanding and shall notify the Fund
in case any proposed issue of Shares by the Fund would
result in an overissue. In case any issue of Shares would
result in an overissue, MSDW TRUST shall refuse to issue
such Shares and shall not countersign and issue any
certificates requested for such Shares. When recording the
issuance of Shares, MSDW TRUST shall have no obligation to
take cognizance of any Blue Sky laws relating to the issue
of sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the
services set forth in the above paragraph (a), MSDW TRUST
shall:
(i) perform all of the customary services of
a transfer agent, dividend disbursing agent, registrar and,
as relevant, shareholder servicing agent, including but not
limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing shareholder reports, withholding
taxes on U.S. resident and non-resident alien accounts,
preparing and filing appropriate forms required with respect
to dividends and distributions by federal tax authorities
for all Shareholders, and providing Shareholder account
information;
(ii) open any and all bank accounts which
may be necessary or appropriate in order to provide the
foregoing services; and
(iii) provide a system that will enable the
Fund to monitor the total number of Shares sold in each
State or other jurisdiction.
(c) MSDW TRUST shall provide such additional
services and functions not specifically described herein as
may be mutually agreed between MSDW TRUST and the Fund.
Procedures applicable to such services may be established
from time to time by agreement between the Fund and MSDW
TRUST.
Article 2 Fees and Expenses
2.1 For performance by MSDW TRUST pursuant
to this Agreement, each Fund agrees to pay MSDW TRUST an
annual maintenance fee for each Shareholder account and
certain transactional fees, if applicable, as set out in the
respective fee schedule attached hereto as Schedule A. Such
fee shall be increased or decreased on August 1st of each
year by an amount equal to the change in the Consumer Price
Index-All Urban Consumers Not Seasonably Adjusted for U.S.
City AverageFinancial Services all Urban Consumers, as
published by the Bureau of Labor Statistics of the United
States Department of Labor (or another comparable measure of
employee wages and salaries and employer costs for employee
benefits as mutually agreed to by the Fund and MSDW Trust)
for the twelve-month period ending on March 31st of that
year and shall be reflected in a revised Schedule A dated as
of August 1 of each year. Such fees and out-of-pocket
expenses and advances identified under Section 2.2 below may
be changed from time to time subject to mutual written
agreement between the Fund and MSDW TRUST.
2.2 In addition to the fees paid under
Section 2.1 above, the Fund agrees to reimburse MSDW TRUST
for out-of-pocket expenses or advances incurred by MSDW
TRUST in connection with the services rendered by MSDW TRUST
hereunder. In addition, any other expenses incurred by MSDW
TRUST at the request or with the consent of the Fund will be
reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and
reimbursable expenses within a reasonable period of time
following the mailing of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced
to MSDW TRUST by the Fund upon request prior to the mailing
date of such materials.
Article 3 Representations and Warranties of MSDW TRUST
MSDW TRUST represents and warrants to the
Fund that:
3.1 It is a federally chartered savings bank
whose principal office is in New Jersey.
3.2 It is and will remain registered with
the U.S. Securities and Exchange Commission ("SEC") as a
Transfer Agent pursuant to the requirements of Section 17A
of the 1934 Act.
3.3 It is empowered under applicable laws
and by its charter and By-Laws to enter into and perform
this Agreement.
3.4 All requisite corporate proceedings have
been taken to authorize it to enter into and perform this
Agreement.
3.5 It has and will continue to have access
to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
3.6 It complies and will continue to comply
with New York Stock Exchange Rule 496.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to MSDW
TRUST that:
4.1 It is a corporation duly organized and
existing and in good standing under the laws of Maryland or
a trust duly organized and existing and in good standing
under the laws of Massachusetts, as the case may be.
4.2 It is empowered under applicable laws
and by its Articles of Incorporation or Declaration of
Trust, as the case may be, and under its By-Laws to enter
into and perform this Agreement.
4.3 All corporate proceedings necessary to
authorize it to enter into and perform this Agreement have
been taken.
4.4 It is a closed-end investment company
registered with the SEC under the Investment Company Act of
1940, as amended (the "1940 Act").
Article 5 Duty of Care and Indemnification
5.1 MSDW TRUST shall not be responsible for,
and the Fund shall indemnify and hold MSDW TRUST harmless
from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of MSDW TRUST or its agents
or subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good
faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply
with the terms of this Agreement, or which arise out of the
Fund's lack of good faith, negligence or willful misconduct
or which arise out of breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by MSDW TRUST or
its agents or subcontractors of information, records and
documents which (i) are received by MSDW TRUST or its agents
or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the
Fund or any other person of firm on behalf of the Fund.
(d) The reliance on, or the carrying out by
MSDW TRUST or its agents or subcontractors of, any
instructions or requests of the Fund.
(e) The offer or sale of Shares in violation
of any requirement under the federal securities laws or
regulations or the securities or Blue Sky laws of any State
or other jurisdiction that such Shares be registered in such
State or other jurisdiction or in violation of any stop
order or other determination or ruling by any federal agency
or any State or other jurisdiction with respect to the offer
or sale of such Shares in such State or other jurisdiction.
5.2 MSDW TRUST shall indemnify and hold the
Fund harmless from or against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or
failure or omission to act by MSDW TRUST as a result of the
lack of good faith, negligence or willful misconduct of MSDW
TRUST, its officers, employees or agents.
5.3 At any time MSDW TRUST may apply to any
officer of the Fund for instructions, and may consult with
legal counsel to the Fund, with respect to any matter
arising in connection with the services to be performed by
MSDW TRUST under this Agreement, and MSDW TRUST and its
agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by
it in reliance upon such instructions or upon the opinion of
such counsel. MSDW TRUST, its agents and subcontractors
shall be protected and indemnified in acting upon any paper
or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction,
information, data, records or documents provided to MSDW
TRUST or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means
authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of
written notice thereof from the Fund. MSDW TRUST, its
agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signature of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
5.4 In the event either party is unable to
perform its obligations under the terms of this Agreement
because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not
be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.
5.5 Neither party to this Agreement shall be
liable to the other party for consequential damages under
any provision of this Agreement or for any act or failure to
act hereunder.
5.6 In order that the indemnification
provisions contained in this Article 5 shall apply, upon the
assertion of a claim for which either party may be required
to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all
developments concerning such claim. The party who may be
required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of
such claim. The party seeking indemnification shall in no
case confess any claim or make any compromise in any case in
which the other party may be required to indemnify it except
with the other party's prior written consent.
Article 6 Documents and Covenants of the Fund and MSDW
TRUST
6.1 The Fund shall promptly furnish to MSDW
TRUST the following, unless previously furnished to Dean
Witter Trust Company, the prior transfer agent of the Fund:
(a) If a corporation:
(i) A certified copy of the resolution of
the Board of Directors of the Fund authorizing the
appointment of MSDW TRUST and the execution and delivery of
this Agreement;
(ii) A certified copy of the Articles of
Incorporation and By-Laws of the Fund and all amendments
thereto;
(iii) Certified copies of each vote of
the Board of Directors designating persons authorized to
give instructions on behalf of the Fund and signature cards
bearing the signature of any officer of the Fund or any
other person authorized to sign written instructions on
behalf of the Fund.
(iv) A specimen of the certificate for Shares
of the Fund in the form approved by the Board of Directors,
with a certificate of the Secretary of the Fund as to such
approval;
(b) If a business trust:
(i) a certified copy of the resolution of
the Board of Trustees of the Fund authorizing the
appointment of MSDW TRUST and the execution and delivery of
this agreement;
(ii) A certified copy of the Declaration of
Trust and By-Laws of the Fund and all amendments thereto;
(iii) Certified copies of each vote of
the Board of Trustees designating persons authorized to give
instructions on behalf of the Fund and signature cards
bearing the signature of any officer of the Fund or any
other person authorized to sign written instructions on
behalf of the Fund;
(iv) A specimen of the certificate for Shares
of the Fund in the form approved by the Board of Trustees,
with a certificate of the Secretary of the Fund as to such
approval;
(c) The registration statements and any
amendments and supplements thereto filed with the SEC
pursuant to the requirements of the 1933 Act and the 1940
Act;
(d) All account application forms, if any,
or other documents relating to Shareholder accounts and/or
relating to any dividend reinvestment plan or other service
offered or to be offered by the Fund; and
(e) Such other certificates, documents or
opinions as MSDW TRUST deems to be appropriate or necessary
for the proper performance of its duties.
6.2 MSDW TRUST hereby agrees to establish
and maintain facilities and procedures reasonably acceptable
to the Fund for safekeeping of Share certificates, check
forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
6.3 MSDW TRUST shall prepare and keep
records relating to the services to be performed hereunder,
in the form and manner as it may deem advisable and as
required by applicable laws and regulations. To the extent
required by Section 31 of the 1940 Act, and the Rules and
Regulations thereunder, MSDW TRUST agrees that all such
records prepared or maintained by MSDW TRUST relating to the
services to be performed by MSDW TRUST hereunder are the
property of the Fund and will be preserved, maintained and
made available in accordance with such Section 31 of the
1940 Act, and the rules and regulations thereunder, and will
be surrendered promptly to the Fund on and in accordance
with its request.
6.4 MSDW TRUST and the Fund agree that all
books, records, information and data pertaining to the
business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential and shall not be
voluntarily disclosed to any other person except as may be
required by law or with the prior consent of MSDW TRUST and
the Fund.
6.5 In case of any request or demands for
the inspection of the Shareholder records of the Fund, MSDW
TRUST will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to
such inspection. MSDW TRUST reserves the right, however, to
exhibit the Shareholder records to any person whenever it is
advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
Article 7 Duration and Termination of Agreement
7.1 This Agreement shall remain in full
force and effect until August 1, 2001 and from year-to-year
thereafter unless terminated by either party as provided in
Section 7.2 hereof.
7.2 This Agreement may be terminated by the
Fund on 60 days written notice and by MSDW TRUST on 90 days
written notice to the other party without payment of any
penalty.
7.3 Should the Fund exercise its right to
terminate, all out-of-pocket expenses associated with the
movement of records and other materials will be borne by the
Fund. Additionally, MSDW TRUST reserves the right to charge
for any other reasonable fees and expenses associated with
such termination.
Article 8 Assignment
8.1 Except as provided in Section 8.3 below,
neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the
written consent of the other party.
8.2 This Agreement shall inure to the
benefit of and be binding upon the parties and their
respective permitted successors and assigns.
8.3 MSDW TRUST may, in its sole discretion
and without further consent by the Fund, subcontract, in
whole or in part, for the performance of its obligations and
duties hereunder with any person or entity including but not
limited to companies which are affiliated with MSDW TRUST;
provided, however, that such person or entity has and
maintains the qualifications, if any, required to perform
such obligations and duties and that MSDW TRUST shall be as
fully responsible to the Fund for the acts and omissions of
any agent or subcontractor as it is for its own acts or
omissions under this Agreement.
Article 9 Affiliations
9.1 MSDW TRUST may now or hereafter, without
the consent of or notice to the Fund, function as transfer
agent, registrar and/or shareholder servicing agent for any
other investment company registered with the SEC under the
1940 Act and for any other issuer, including without
limitation any investment company whose adviser,
administrator, sponsor or principal underwriter is or may
become affiliated with Morgan Stanley Dean Witter & Co. or
any of its direct or indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the
Directors or Trustees (as the case may be), officers,
employees, agents and shareholders of the Fund, and the
directors, officers, employees, agents and shareholders of
the Fund's investment adviser and/or distributor, are or may
be interested in MSDW TRUST as directors, officers,
employees, agents and shareholders or otherwise, and that
the directors, officers, employees, agents and shareholders
of MSDW TRUST may be interested in the Fund as Directors or
Trustees (as the case may be), officers, employees, agents
and shareholders or otherwise, or in the investment adviser
and/or distributor as directors, officers, employees,
agents, shareholders or otherwise.
Article 10 Amendment
10.1 This Agreement may be amended or
modified by a written agreement executed by both parties and
authorized or approved by a resolution of the Board of
Directors or the Board of Trustees (as the case may be) of
the Fund.
Article 11 Applicable Law
11.1 This Agreement shall be construed and
the provisions thereof interpreted under and in accordance
with the laws of the State of New York.
Article 12 Miscellaneous
12.1 In the event that one or more
additional investment companies managed or administered by
Morgan Stanley Dean Witter Advisors Inc. ("Additional
Funds") desires to retain MSDW TRUST to act as transfer
agent, dividend disbursing agent and/or shareholder
servicing agent, and MSDW TRUST desires to render such
services, such services shall be provided pursuant to a
letter agreement, substantially in the form of Exhibit A
hereto, between MSDW TRUST and each Additional Fund.
12.2 In the event of an alleged loss or
destruction of any Share certificate, no new certificate
shall be issued in lieu thereof, unless there shall first be
furnished to MSDW TRUST an affidavit of loss or non-receipt
by the holder of Shares with respect to which a certificate
has been lost or destroyed, supported by an appropriate bond
satisfactory to MSDW TRUST and the Fund issued by a surety
company satisfactory to MSDW TRUST, except that MSDW TRUST
may accept an affidavit of loss and indemnity agreement
executed by the registered holder (or legal representative)
without surety in such form as MSDW TRUST deems appropriate
indemnifying MSDW TRUST and the Fund for the issuance of a
replacement certificate, in cases where the alleged loss is
in the amount of $1,000 or less.
12.3 Any notice or other instrument authorized or
required by this Agreement to be given in writing to the
Fund or to MSDW TRUST shall be sufficiently given if
addressed to that party and received by it at its office set
forth below or at such other place as it may from time to
time designate in writing.
To the Fund:
[Name of Fund]
Two World Trade Center
New York, New York 10048
Attention: General Counsel
To MSDW TRUST:
Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311
Attention: President
Article 13 Merger of Agreement
13.1 This Agreement constitutes the entire
agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof
whether oral or written.
Article 14 Personal Liability
14.1 In the case of a Fund organized as a
Massachusetts business trust, a copy of the Declaration of
Trust of the Fund is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Board of
Trustees of the Fund as Trustees and not individually and
that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund;
provided, however, that the Declaration of Trust of the Fund
provides that the assets of a particular Series of the Fund
shall under no circumstances be charged with liabilities
attributable to any other Series of the Fund and that all
persons extending credit to, or contracting with or having
any claim against, a particular Series of the Fund shall
look only to the assets of that particular Series for
payment of such credit, contract or claim.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their names and on their
behalf by and through their duly authorized officers, as of
the day and year first above written.
Taxable Fixed-Income Closed-End Funds
1. Morgan Stanley Dean Witter Government Income Trust
2. Morgan Stanley Dean Witter High Income Advantage Trust
3. Morgan Stanley Dean Witter High Income Advantage Trust
II
4. Morgan Stanley Dean Witter High Income Advantage Trust
III
5. Morgan Stanley Dean Witter Income Securities Inc.
6. Morgan Stanley Dean Witter Prime Income Trust
Tax-Exempt Fixed-Income Closed-End Funds
7. Morgan Stanley Dean Witter California Insured Municipal
Income Trust
8. Morgan Stanley Dean Witter California Quality Municipal
Securities
9. Morgan Stanley Dean Witter Insured California Municipal
Securities
10. Morgan Stanley Dean Witter Insured Municipal Bond Trust
11. Morgan Stanley Dean Witter Insured Municipal Income
Trust
12. Morgan Stanley Dean Witter Insured Municipal Securities
13. Morgan Stanley Dean Witter Insured Municipal Trust
14. Morgan Stanley Dean Witter Municipal Income
Opportunities Trust
15. Morgan Stanley Dean Witter Municipal Income
Opportunities Trust II
16. Morgan Stanley Dean Witter Municipal Income
Opportunities Trust III
17. Morgan Stanley Dean Witter Municipal Income Trust
18. Morgan Stanley Dean Witter Municipal Income Trust II
19. Morgan Stanley Dean Witter Municipal Income Trust III
20. Morgan Stanley Dean Witter Municipal Premium Income
Trust
21. Morgan Stanley Dean Witter New York Quality Municipal
Securities
22. Morgan Stanley Dean Witter Quality Municipal Income
Trust
23. Morgan Stanley Dean Witter Quality Municipal Investment
Trust
24. Morgan Stanley Dean Witter Quality Municipal Securities
TCW/DW Term Trusts
1. TCW/DW Term Trust 2000
2. TCW/DW Term Trust 2002
3. TCW/DW Term Trust 2003
By:
Barry Fink
Vice President,
Secretary and
General Counsel
ATTEST:
Assistant Secretary
MORGAN STANLEY DEAN WITTER TRUST
FSB
By:
Jonathan Thomas
President
ATTEST:
Executive Vice President
Exhibit A
Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, NJ 07311
Gentlemen:
The undersigned, (name of investment company), a
(Maryland corporation/Massachusetts business trust) (the
"Fund"), desires to employ and appoint Morgan Stanley Dean
Witter Trust FSB ("MSDW TRUST") to act as transfer agent for
each series and class of shares of the Fund, dividend
disbursing agent shareholder servicing agent, registrar and
agent in connection with the Fund's Dividend Reinvestment
Plan.
The Fund hereby agrees that, in consideration for
the payment by the Fund to MSDW TRUST of fees as set out in
the fee schedule attached hereto as Schedule A, MSDW TRUST
shall provide such services to the Fund pursuant to the
terms and conditions set forth in the Transfer Agency and
Service Agreement annexed hereto, as if the Fund was a
signatory thereto.
Please indicate MSDW TRUST's acceptance of
employment and appointment by the Fund in the capacities set
forth above by so indicating in the space provided below.
Very truly yours,
(Name of Fund)
By:__________________________
ACCEPTED AND AGREED TO:
MORGAN STANLEY DEAN WITTER TRUST FSB
By:_______________________
Its:______________________
Date:_____________________
secs/allfnds/msdwtransce2.fsb
