<PAGE>
CERTIFICATE
The undersigned hereby certifies that he is the Secretary of Active Assets
Premier Money 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 by unanimous written consent on January 26, 2000 as provided in
Section 9.3 of the said Declaration, said Amendment to take effect on January
26, 2000, 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 26th day of January, 2000.
/s/ Barry Fink
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Barry Fink
Secretary
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AMENDMENT
Dated: January 26, 2000
To be Effective: January 26, 2000
TO
ACTIVE ASSETS PREMIER MONEY TRUST
DECLARATION OF TRUST
DATED
NOVEMBER 23, 1999
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Amendment dated January 26, 2000 to the Declaration of Trust
(the "Declaration") of Active Assets Premier Money Trust (the "Trust")
dated November 23, 1999
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 amend the
provisions of Section 7.2 of Article VII concerning redemptions at the option of
the Trust to include the condition that where a Shareholder receives frequent
notices to increase its investment amount in order to meet the Trust's minimum
investment requirement;
NOW, THEREFORE:
1. Section 7.2 of Article VII of the Declaration is hereby amended so
that that Section shall read in its entirety as follows:
"Section 7.2 REDEMPTION AT THE OPTION OF THE TRUST. Each Share of
the Trust or any Series or Class thereof shall be subject to
redemption at the option of the Trust at the redemption price
which would be applicable if such Shares were then being redeemed
by the Shareholder pursuant to Section 7.1: (i) at any time, if
the Trustees determine in their sole discretion that failure to so
redeem may have materially adverse consequences to the holders of
the Shares of the Trust or any Series or Class, or (ii) upon such
other conditions with respect to (a) maintenance of a minimum
investment amount and/or (b) the frequency of notices to the
Shareholder pertaining to the need to increase the Shareholder's
investment in order to meet such minimum, each as may from time to
time be determined by the Trustees and set forth in the then
current Prospectus of the Trust. Upon such redemption, the holders
of the Shares so redeemed shall have no further right with respect
thereto other than to receive payment of such redemption price or
to have the proceeds of such redemption automatically invested in
an Active Assets Fund with a lower investment minimum, as may from
time to time be determined by the Trustees and set forth in the
then current Prospectus of the Trust."
2. The Trustees of the Trust hereby reaffirm the Declaration, as
amended, in all respects.
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3. 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.
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IN WITNESS WHEREOF, the undersigned, the Trustees of the Trust, have executed
this instrument this 26th day of January 2000.
/s/ Michael Bozic /s/ Manuel H. Johnson
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Michael Bozic, as Trustee Manuel H. Johnson, as Trustee
and not individually and not individually
c/o Kmart Corporation c/o Johnson Smick International Inc.
3100 West Big Beaver Road 1133 Connecticut Avenue, NW
Troy, MI 48084 Washington, D.C. 20036
/s/ Charles A. Fiumefreddo /s/ Michael E. Nugent
------------------------------------ -----------------------------------
Charles A. Fiumefreddo, as Trustee Michael E. Nugent, as Trustee
and not individually and not individually
Two World Trade Center c/o Triumph Capital, L.P.
New York, NY 10048 237 Park Avenue
New York, NY 10017
/s/ Edwin J. Garn /s/ Philip J. Purcell
------------------------------------ -----------------------------------
Edwin J. Garn, as Trustee Philip J. Purcell, as Trustee
and not individually and not individually
c/o Huntsman Corporation 1585 Broadway
500 Huntsman Way New York, NY 10048
Salt Lake City, UT 84111
/s/ Wayne E. Hedien /s/ John L. Schroeder
------------------------------------ -----------------------------------
Wayne E. Hedien, as Trustee John L. Schroeder, as Trustee
and not individually and not individually
c/o Mayer, Brown & Platt c/o Mayer, Brown & Platt
Counsel to the Independent Trustees Counsel to the Independent Trustees
1675 Broadway 1675 Broadway
New York, NY 10019 New York, NY 10019
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IN WITNESS WHEREOF, the undersigned, the Trustees of the Trust, have executed
this instrument this 26th day of January, 2000.
/s/ Michael Bozic /s/ Manuel H. Johnson
--------------------------------------- -------------------------------------
Michael Bozic, as Trustee Manuel H. Johnson, as Trustee
and not individually and not individually
c/o Kmart Corporation c/o Johnson Smick International Inc.
3100 West Big Beaver Road 1133 Connecticut Avenue, NW
Troy, MI 48084 Washington, D.C. 20036
/s/ Michael E. Nugent
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Charles A. Fiumefreddo, as Trustee Michael E. Nugent, as Trustee
and not individually and not individually
Two World Trade Center c/o Triumph Capital, L.P.
New York, NY 10048 237 Park Avenue
New York, NY 10017
/s/ Edwin J. Garn
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Edwin J. Garn, as Trustee Philip J. Purcell, as Trustee
and not individually and not individually
c/o Huntsman Corporation 1585 Broadway
500 Huntsman Way New York, NY 10048
Salt Lake City, UT 84111
/s/ Wayne E. Hedien /s/ John L. Schroeder
--------------------------------------- -------------------------------------
Wayne E. Hedien, as Trustee John L. Schroeder, as Trustee
and not individually and not individually
c/o Mayer, Brown & Platt c/o Mayer, Brown & Platt
Counsel to the Independent Trustees Counsel to the Independent Trustees
1675 Broadway 1675 Broadway
New York, NY 10019 New York, NY 10019
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STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On this 26th day of January, 2000, MICHAEL BOZIC, CHARLES A. FIUMEFREDDO, EDWIN
J. GARN, 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
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Notary Public
Rosemarie Costagliola
NOTARY PUBLIC, State of New York
No. 01CO6016161
Qualified in New York County
Commission Expires November 9, 2000
