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MORGAN STANLEY DEAN WITTER FUNDS
MULTIPLE CLASS PLAN
PURSUANT TO RULE 18f-3
INTRODUCTION
This plan (the "Plan") is adopted pursuant to Rule 18f-3(d) of the
Investment Company Act of 1940, as amended (the "1940 Act"), effective as of
July 28, 1997, and amended as of June 22, 1998, August 15, 2000 and December 1,
2000. The Plan relates to shares of the open-end investment companies to which
Morgan Stanley Dean Witter Advisors Inc. acts as investment manager, that are
listed on Schedule A, as may be amended from time to time (each, a "Fund" and
collectively, the "Funds"). The Funds are distributed pursuant to a system (the
"Multiple Class System") in which each class of shares (each, a "Class" and
collectively, the "Classes") of a Fund represents a pro rata interest in the
same portfolio of investments of the Fund and differs only to the extent
outlined below.
I. DISTRIBUTION ARRANGEMENTS
One or more Classes of shares of the Funds are offered for purchase by
investors with the sales load structures described below. In addition, pursuant
to Rule 12b-1 under the 1940 Act, the Funds have each adopted a Plan of
Distribution (the "12b-1 Plan") under which shares of certain Classes are
subject to the service and/or distribution fees ("12b-1 fees") described below.
1. CLASS A SHARES
Class A shares are offered with a front-end sales load ("FESL"). The
schedule of sales charges applicable to a Fund and the circumstances under which
the sales charges are subject to reduction are set forth in each Fund's current
prospectus. As stated in each Fund's current prospectus, Class A shares may be
purchased at net asset value (without a FESL): (i) in the case of certain large
purchases of such shares; and (ii) by certain limited categories of investors,
in each case, under the circumstances and conditions set forth in each Fund's
current prospectus. Class A shares purchased at net asset value may be subject
to a contingent deferred sales charge ("CDSC") on redemptions made within one
year of purchase. Further information relating to the CDSC, including the manner
in which it is calculated, is set forth in paragraph 6 below. Class A shares are
also subject to payments under each Fund's 12b-1 Plan to reimburse Morgan
Stanley Dean Witter Distributors Inc. ("MSDW Distributors"), Dean Witter
Reynolds Inc. ("DWR"), its affiliates and other broker-dealers for distribution
expenses incurred by them specifically on behalf of the Class, assessed at an
annual rate of up to 0.25% of average daily net assets. The entire amount of the
12b-1 fee represents a service fee within the meaning of National Association of
Securities Dealers, Inc. ("NASD") guidelines.
2. CLASS B SHARES
Class B shares are offered without a FESL, but will in most cases be subject
to a six-year declining CDSC which is calculated in the manner set forth in
paragraph 6 below. The schedule of CDSC charges applicable to each Fund is set
forth in each Fund's current prospectus. With the exception of certain of
the Funds which have a different formula described below (Morgan Stanley Dean
Witter American Opportunities Fund, Morgan Stanley Dean Witter Natural Resource
Development Securities Inc., Morgan Stanley Dean Witter Strategist Fund and
Morgan Stanley Dean Witter Dividend Growth Securities
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Inc.)(1), Class B shares are also subject to a fee under each Fund's respective
12b-1 Plan, assessed at the annual rate of up to 1.0% of either: (a) the lesser
of (i) the average daily aggregate gross sales of the Fund's Class B shares
since the inception of the Fund (not including reinvestment of dividends or
capital gains distributions), less the average daily aggregate net asset value
of the Fund's Class B shares redeemed since the Fund's inception upon which a
CDSC has been imposed or waived, or (ii) the average daily net assets of
Class B; or (b) the average daily net assets of Class B. A portion of the 12b-1
fee equal to up to 0.25% of the Fund's average daily net assets is characterized
as a service fee within the meaning of the NASD guidelines and the remaining
portion of the 12b-1 fee, if any, is characterized as an asset-based sales
charge. Also, Class B shares have a conversion feature ("Conversion Feature")
under which such shares convert to Class A shares after a certain holding
period. Details of the Conversion Feature are set forth in Section IV below.
3. CLASS C SHARES
Class C shares are offered without imposition of a FESL, but will in most
cases be subject to a CDSC of 1.0% on redemptions made within one year after
purchase. Further information relating to the CDSC is set forth in paragraph 6
below. In addition, Class C shares, under each Fund's 12b-1 Plan, are subject to
12b-1 payments to reimburse MSDW Distributors, DWR, its affiliates and other
broker-dealers for distribution expenses incurred by them specifically on behalf
of the Class, assessed at the annual rate of up to 1.0% of the average daily net
assets of the Class. A portion of the 12b-1 fee equal to up to 0.25% of the
Fund's average daily net assets is characterized as a service fee within the
meaning of NASD guidelines. Unlike Class B shares, Class C shares do not have
the Conversion Feature.
4. CLASS D SHARES
Class D shares are offered without imposition of a FESL, CDSC or a 12b-1 fee
for purchases of Fund shares by (i) investors meeting an initial minimum
investment requirement and (ii) certain other limited categories of investors,
in each case, as may be approved by the Boards of Directors/Trustees of the
Funds and as disclosed in each Fund's current prospectus. Class D shares may not
be offered for purchases of Fund shares made through certain investment programs
approved by MSDW Distributors.
5. ADDITIONAL CLASSES OF SHARES
The Boards of Directors/Trustees of the Funds have the authority to create
additional Classes, or change existing Classes, from time to time, in accordance
with Rule 18f-3 under the 1940 Act.
6. CALCULATION OF THE CDSC
Any applicable CDSC is calculated based upon the lesser of net asset value
of the shares at the time of purchase or at the time of redemption. The CDSC
does not apply to amounts representing an increase in
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(1)The payments under the 12b-1 Plan for each of Morgan Stanley Dean Witter
American Opportunities Fund, Morgan Stanley Dean Witter Natural Resource
Development Securities Inc. and Morgan Stanley Dean Witter Dividend Growth
Securities Inc. are assessed at the annual rate of 1.0% of the lesser of:
(a) the average daily aggregate gross sales of the Fund's Class B shares since
the inception of the Fund's Plan (not including reinvestment of dividends or
capital gains distributions), less the average daily aggregate net asset value
of the Fund's Class B shares redeemed since the Plan's inception upon which a
CDSC has been imposed or waived, or (b) the average daily net assets of Class B
attributable to shares issued, net of related shares redeemed, since inception
of the Plan. The payments under the 12b-1 Plan for the Morgan Stanley Dean
Witter Strategist Fund are assessed at the annual rate of: (i) 1% of the lesser
of (a) the average daily aggregate gross sales of the Fund's Class B shares
since the effectiveness of the first amendment of the Plan on November 8, 1989
(not including reinvestment of dividends or capital gains distributions), less
the average daily aggregate net asset value of the Fund's Class B shares
redeemed since the effectiveness of the first amended Plan, upon which a CDSC
has been imposed or waived, or (b) the average daily net assets of Class B
attributable to shares issued, net of related shares redeemed, since the
effectiveness of the first amended Plan; plus (ii) 0.25% of the average daily
net assets of Class B attributable to shares issued, net of related shares
redeemed, prior to effectiveness of the first amended Plan.
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share value due to capital appreciation and shares acquired through the
reinvestment of dividends or capital gains distributions. The CDSC schedule
applicable to a Fund and the circumstances in which the CDSC is subject to
waiver are set forth in each Fund's prospectus.
II. EXPENSE ALLOCATIONS
Expenses incurred by a Fund are allocated among the various Classes of
shares pro rata based on the net assets of the Fund attributable to each Class,
except that 12b-1 fees relating to a particular Class are allocated directly to
that Class. In addition, other expenses associated with a particular
Class (except advisory or custodial fees), may be allocated directly to that
Class, provided that such expenses are reasonably identified as specifically
attributable to that Class and the direct allocation to that Class is approved
by the Fund's Board of Directors/Trustees.
III. CLASS DESIGNATION
All shares of the Funds held prior to July 28, 1997 (other than the shares
held by certain employee benefit plans established by DWR, shares of Funds
offered with a FESL, and shares of Morgan Stanley Dean Witter Balanced Growth
Fund and Morgan Stanley Dean Witter Balanced Income Fund) have been designated
Class B shares. Shares held prior to July 28, 1997 by such employee benefit
plans have been designated Class D shares. Shares held prior to July 28, 1997 of
Funds offered with a FESL have been designated Class D shares. In addition,
shares of Morgan Stanley Dean Witter American Opportunities Fund purchased prior
to April 30, 1984, shares of Morgan Stanley Dean Witter Strategist Fund
purchased prior to November 8, 1989 and shares of Morgan Stanley Dean Witter
Natural Resource Development Securities Inc. and Morgan Stanley Dean Witter
Dividend Growth Securities Inc. purchased prior to July 2, 1984 (with respect to
such shares of each Fund, including such proportion of shares acquired through
reinvestment of dividends and capital gains distributions as the total number of
shares acquired prior to each of the preceding dates in this sentence bears to
the total number of shares purchased and owned by the shareholder of that Fund)
have been designated Class D shares. Shares of Morgan Stanley Dean Witter
Balanced Growth Fund and Morgan Stanley Dean Witter Balanced Income Fund held
prior to July 28, 1997 have been designated Class C shares except that shares of
Morgan Stanley Dean Witter Balanced Growth Fund and Morgan Stanley Dean Witter
Balanced Income Fund held prior to July 28, 1997 that were acquired in exchange
for shares of an investment company offered with a CDSC have been designated
Class B shares and those that were acquired in exchange for shares of an
investment company offered with a FESL have been designated Class A shares.
IV. CONVERSION FEATURES
1. CLASS B TO CLASS A
Class B shares held before May 1, 1997 will convert to Class A shares in
May, 2007, except that Class B shares which were purchased before July 28, 1997
by trusts for which Morgan Stanley Dean Witter Trust FSB ("MSDW Trust") provides
discretionary trustee services converted to Class A shares on August 29, 1997
(the CDSC was not applicable to such shares upon the conversion). In all other
instances, Class B shares of each Fund will automatically convert to Class A
shares, based on the relative net asset values of the shares of the two
Classes on the conversion date, which will be approximately ten (10) years after
the date of the original purchase. Conversions will be effected once a month.
The 10 year period will be calculated from the last day of the month in which
the shares were purchased or, in the case of Class B shares acquired through an
exchange or a series of exchanges, from the last day of the month in which the
original Class B shares were purchased, provided that shares originally
purchased before May 1, 1997 will convert to Class A shares in May, 2007. Except
as set forth below, the conversion of shares purchased on or after May 1, 1997
will take place in the month following the tenth anniversary of the purchase.
There will also be converted at that time such proportion of Class B shares
acquired through automatic reinvestment of dividends owned by the shareholder as
the total number of his or her Class B shares converting at the time bears to
the total number of outstanding Class B shares purchased and owned by the
shareholder. In the case of Class B shares held by employer-sponsored employee
benefit plans (whether or not qualified under the Internal Revenue Code) for
which MSDW Trust serves as Trustee or Morgan Stanley Dean Witter & Co.'s
Retirement Plan Services serves as recordkeeper pursuant to a written
Recordkeeping Services Agreement, all Class B shares will
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convert to Class A shares on the conversion date of the first shares of a Fund
purchased by that plan. In the case of Class B shares previously exchanged for
shares of Morgan Stanley Dean Witter North American Government Income Trust,
Morgan Stanley Dean Witter Short-Term U.S. Treasury Trust, a "Money Market Fund"
or a 'No-Load Fund' (as such terms are defined in the prospectus of each Fund),
the period of time the shares were held in any of such Funds (calculated from
the last day of the month in which the shares of any of such Funds were
acquired) is excluded from the holding period for conversion. If those shares
are subsequently re-exchanged for Class B shares of a Fund, the holding period
resumes on the last day of the month in which Class B shares are reacquired.
Effectiveness of the Conversion Feature is subject to the continuing
availability of a ruling of the Internal Revenue Service or an opinion of
counsel to the effect that (i) the conversion of shares does not constitute a
taxable event under the Code; (ii) Class A shares received on conversion will
have a basis equal to the shareholder's basis in the converted Class B shares
immediately prior to the conversion; and (iii) Class A shares received on
conversion will have a holding period that includes the holding period of the
converted Class B shares. The Conversion Feature may be suspended if the Ruling
or opinion is no longer available. In such event, Class B shares would continue
to be subject to Class B fees under the applicable Fund's 12b-1 Plan.
2. CHOICE PROGRAM CONVERSIONS
Effective on or about December 1, 2000, all Class D shares held through the
Morgan Stanley Dean Witter Choice Program (the "Choice Program") will
automatically be converted to Class A shares in the same Fund at such time as
those Fund shares are no longer held through the Choice Program (unless the
affected shareholder is otherwise eligible to purchase Class D shares).
On December 8, 2000, any Class A shares held through the Choice Program will
automatically be converted to Class D shares in the same Fund.
Both conversions will be effected based on then current relative net asset
values of the shares of the two classes on the conversion date.
Effectiveness of these conversions is subject to the continuing availability
of an opinion of counsel to the effect that the conversion of shares does not
constitute a taxable event under the Internal Revenue Code.
V. EXCHANGE PRIVILEGES
Shares of each Class may be exchanged for shares of the same Class of the
other Funds and for shares of certain other investment companies without the
imposition of an exchange fee as described in the prospectuses and statements of
additional information of the Funds. The exchange privilege of each Fund may be
terminated or revised at any time by the Fund upon such notice as may be
required by applicable regulatory agencies as described in each Fund's
prospectus.
VI. VOTING
Each Class shall have exclusive voting rights on any matter that relates
solely to its 12b-1 Plan, except that Class B shareholders will have the right
to vote on any proposed material increase in Class A's expenses, including
payments under the Class A 12b-1 Plan, if such proposal is submitted separately
to Class A shareholders. If the amount of expenses, including payments under the
Class A 12b-1 Plan, is increased materially without the approval of Class B
shareholders, the Fund will establish a new Class A for Class B shareholders
whose shares automatically convert on the same terms as applied to Class A
before the increase. In addition, each Class shall have separate voting rights
on any matter submitted to shareholders in which the interests of one
Class differ from the interests of any other Class.
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MORGAN STANLEY DEAN WITTER FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
SCHEDULE A
AT DECEMBER 1, 2000
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1) Morgan Stanley Dean Witter 21st Century Trend Fund
2) Morgan Stanley Dean Witter All Star Growth Fund
3) Morgan Stanley Dean Witter Aggressive Equity Fund
4) Morgan Stanley Dean Witter American Opportunities Fund
5) Morgan Stanley Dean Witter Balanced Growth Fund
6) Morgan Stanley Dean Witter Balanced Income Fund
7) Morgan Stanley Dean Witter California Tax-Free Income Fund
8) Morgan Stanley Dean Witter Capital Growth Securities
Morgan Stanley Dean Witter Competitive Edge Fund, "BEST
9) IDEAS" PORTFOLIO
10) Morgan Stanley Dean Witter Convertible Securities Trust
Morgan Stanley Dean Witter Developing Growth Securities
11) Trust
12) Morgan Stanley Dean Witter Diversified Income Trust
13) Morgan Stanley Dean Witter Dividend Growth Securities Inc.
14) Morgan Stanley Dean Witter Equity Fund
15) Morgan Stanley Dean Witter European Growth Fund Inc.
16) Morgan Stanley Dean Witter Federal Securities Trust
17) Morgan Stanley Dean Witter Financial Services Trust
18) Morgan Stanley Dean Witter Fund of Funds
19) Morgan Stanley Dean Witter Global Dividend Growth Securities
20) Morgan Stanley Dean Witter Global Utilities Fund
21) Morgan Stanley Dean Witter Growth Fund
22) Morgan Stanley Dean Witter Health Sciences Trust
23) Morgan Stanley Dean Witter High Yield Securities Inc.
24) Morgan Stanley Dean Witter Income Builder Fund
25) Morgan Stanley Dean Witter Information Fund
26) Morgan Stanley Dean Witter Intermediate Income Securities
27) Morgan Stanley Dean Witter International Fund
28) Morgan Stanley Dean Witter International SmallCap Fund
29) Morgan Stanley Dean Witter Japan Fund
30) Morgan Stanley Dean Witter Latin American Growth Fund
31) Morgan Stanley Dean Witter Market Leader Trust
32) Morgan Stanley Dean Witter Mid-Cap Equity Trust
Morgan Stanley Dean Witter Natural Resource Development
33) Securities Inc.
34) Morgan Stanley Dean Witter New Discoveries Fund
35) Morgan Stanley Dean Witter New York Tax-Free Income Fund
36) Morgan Stanley Dean Witter Next Generation Trust
37) Morgan Stanley Dean Witter Pacific Growth Fund Inc.
38) Morgan Stanley Dean Witter Real Estate Fund
39) Morgan Stanley Dean Witter Small Cap Growth Fund
40) Morgan Stanley Dean Witter Special Value Fund
41) Morgan Stanley Dean Witter S&P 500 Index Fund
42) Morgan Stanley Dean Witter S&P 500 Select Fund
43) Morgan Stanley Dean Witter Strategist Fund
44) Morgan Stanley Dean Witter Tax-Exempt Securities Trust
45) Morgan Stanley Dean Witter Tax-Managed Growth Fund
46) Morgan Stanley Dean Witter Technology Fund
47) Morgan Stanley Dean Witter Total Market Index Fund
48) Morgan Stanley Dean Witter Total Return Trust
49) Morgan Stanley Dean Witter U.S. Government Securities Trust
50) Morgan Stanley Dean Witter Utilities Fund
51) Morgan Stanley Dean Witter Value-Added Market Series
52) Morgan Stanley Dean Witter Value Fund
53) Morgan Stanley Dean Witter World Wide Income Trust
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