EX-99.B1(E) 4 file003.txt AMENDMENT TO THE DECLARATION OF TRUST Exhibit 1(e) CERTIFICATE The undersigned hereby certifies that he is the Secretary of Morgan Stanley Mid-Cap Equity Trust (the "Trust"), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, that annexed hereto is an Amendment to the Declaration of Trust of the Trust adopted by the Trustees of the Trust on October 31, 2001 as provided in Section 9.3 of the said Declaration, said Amendment to take effect on January 29, 2002, and I do hereby further certify that such amendment has not been amended and is on the date hereof in full force and effect. Dated this 29th day of January, 2002. /s/ Barry Fink --------------------------------- Barry Fink Secretary AMENDMENT Dated: January 29, 2002 To be Effective: January 29, 2002 TO MORGAN STANLEY MID-CAP EQUITY TRUST DECLARATION OF TRUST DATED OCTOBER 16, 1995 Amendment dated January 29, 2002 to the Declaration of Trust (the "Declaration") of Morgan Stanley Mid-Cap Equity Trust (the "Trust") dated October 16, 1995 WHEREAS, the Trust was established by the Declaration on the date hereinabove set forth under the laws of the Commonwealth of Massachusetts; and WHEREAS, the Trustees of the Trust have deemed it advisable to change the name of the Trust to "Morgan Stanley Capital Opportunities Trust," such change to be effective on January 29, 2002; NOW, THEREFORE: 1. Section 1.1 of Article I of the Declaration is hereby amended so that that Section shall read in its entirety as follows: "Section 1.1. Name. The name of the Trust created hereby is the Morgan Stanley Capital Opportunities Trust and so far as may be practicable the Trustees shall conduct the Trust's activities, execute all documents and sue or be sued under that name, which name (and the word "Trust" whenever herein used) shall refer to the Trustees as Trustees, and not as individuals, or personally, and shall not refer to the officers, agents, employees or Shareholders of the Trust. Should the Trustees determine that the use of such name is not advisable, they may use such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name." 2. Subsection (p) of Section 1.2 of Article I of the Declaration is hereby amended so that that subsection shall read in its entirety as follows: "Section 1.2. Definitions... "(p) "Trust" means the Morgan Stanley Capital Opportunities Trust." 3. The Trustees of the Trust hereby reaffirm the Declaration, as amended, in all respects. 4. This Amendment may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the undersigned, the Trustees of the Trust, have executed this instrument this 29th day of January, 2002.
/s/ Michael Bozic /s/ Charles A. Fiumefreddo -------------------------------------- ------------------------------------ Michael Bozic, as Trustee Charles A. Fiumefreddo, as Trustee and not individually and not individually c/o Mayer, Brown & Platt c/o Morgan Stanley Dean Witter Trust FSB Counsel to the Independent Trustees Harborside Financial Center, Plaza Two 1675 Broadway Jersey City, NJ 07311 New York, NY 10019 /s/ Edwin J. Garn /s/ Wayne E. Hedien -------------------------------------- ------------------------------------ Edwin J. Garn, as Trustee Wayne E. Hedien, as Trustee and not individually and not individually c/o Summit Ventures LLC c/o Mayer, Brown & Platt 1 Utah Center Counsel to the Independent Trustees 201 S. Main Street 1675 Broadway Salt Lake City, UT 84111 New York, NY 10019 /s/ James F. Higgins /s/ Manuel H. Johnson ---------------------------------------- ------------------------------------ James F. Higgins, as Trustee Manuel H. Johnson, as Trustee and not individually and not individually c/o Morgan Stanley Dean Witter Trust FSB c/o Johnson Smick Inernational Inc. Harborside Financial Center, Plaza Two 1133 Connecticut Avenue, NW Jersey City, NJ 07311 Washington, D.C. 20036 /s/ Michael E. Nugent /s/ Philip J. Purcell -------------------------------------- ------------------------------------ Michael E. Nugent, as Trustee Philip J. Purcell, as Trustee and not individually and not individually c/o Triumph Capital, L.P. 1585 Broadway 237 Park Avenue New York, NY 10036 New York, NY 10017 /s/ John L Schroeder -------------------- John L. Schroeder, as Trustee and not individually c/o Mayer, Brown & Platt Counsel to the Independent Trustees 1675 Broadway New York, NY 10019
STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) On this 29th day of January, 2002, MICHAEL BOZIC, CHARLES A. FIUMEFREDDO, EDWIN J. GARN, JAMES F. HIGGINS, WAYNE E. HEDIEN, MANUEL H. JOHNSON, MICHAEL E. NUGENT, PHILIP J. PURCELL and JOHN L. SCHROEDER, known to me to be the individuals described in and who executed the foregoing instrument, personally appeared before me and they severally acknowledged the foregoing instrument to be their free act and deed. /s/ Rosemarie Costagliola ---------------------------------- Notary Public Rosemarie Costagliola NOTARY PUBLIC, State of New York No. 01CO6016161 Qualified in New York County Commission Expires November 9, 2002