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CERTIFICATE
The undersigned hereby certifies that he is the Secretary of Active
Assets Institutional 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 INSTITUTIONAL 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 Institutional 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.
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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
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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/ Philip J. Purcell
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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
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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
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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/ 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
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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 )
)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
