Morgan Stanley Dean Witter North American Government Income Trust
Item 77E. Legal Proceedings
Several class action lawsuits, which have been consolidated for
pretrial purposes, were instituted in 1995 in the United States
District Court, in New York, against the Fund, some of its
Trustees and officers, its underwriter and distributor, the Sub-
Advisor, the Former Manager, and other defendants, by certain
shareholders of the Fund. The consolidated amended complaint
asserts claims under the Securities Act of 1933 and generally
alleges that the defendants made inadequate and misleading
disclosures in the prospectuses for the Fund, in particular as
such disclosures relate to the nature and risks of the Fund's
investments in mortgage-backed securities and Mexican securities.
The plaintiffs also challenge certain fees paid by the Fund as
excessive. Damages are sought in an unspecified amount. All
defendants have moved to dismiss the consolidated amended
complaint, and on May 8, 1996 the motions to dismiss were denied.
The defendants moved for reargument and on August 28, 1996 the
Court issued a second opinion which granted the motion to dismiss
in part. On December 4, 1996 the defendants filed a renewed
motion to dismiss which was denied by the Court on November 20,
1997. The Court has also certified a plaintiff class pursuant to
the Federal Rules of Civil Procedure. On or about January 19,
2000 counsel for the plaintiffs and defendants signed and the
court preliminarily approved a Stipulation of Settlement and
Memorandum of Understanding settling all claims in the purported
class action lawsuits. Notice of the settlement was mailed to
the purported class on February 8, 2000. The fairness hearing on
the settlement took place on April 26, 2000. At the hearing the
Court gave final approval on the settlement of this litigation.
The settlement will not involve any payment by the Fund.
PARALEGAL/NSAR/TNORA77E
