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C E R T I F I C A T E
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The undersigned hereby certifies that he is the Secretary of Morgan
Stanley Dean Witter Variable Investment Series (the "Trust"), an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts,
that annexed hereto is an Instrument Establishing and Designating Additional
Series of Shares of the Trust adopted by the Trustees of the Trust on July 25,
2000, as provided in Section 9.3 of the said Declaration, said Instrument to
take effect immediately, and I do hereby further certify that such Instrument
has not been amended and is on the date hereof in full force and effect.
Dated this 26th day of July, 2000.
/s/ Barry Fink
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Barry Fink
Secretary
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MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES
INSTRUMENT ESTABLISHING AND DESIGNATING
ADDITIONAL SERIES OF SHARES
WHEREAS, Morgan Stanley Dean Witter Variable Investment Series (the "TRUST") was
established by the Declaration of Trust dated February 24, 1983, as amended from
time to time (the "DECLARATION"), under the laws of the Commonwealth of
Massachusetts; and
WHEREAS, Section 6.9 (h) of the Declaration provides that the establishment and
designation of any additional Series of Shares shall be effective upon the
execution by a majority of the then Trustees of an instrument setting forth such
establishment and designation and the relative rights, preferences, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of such Series, or as otherwise provided in such instrument which
instrument shall have the status of an amendment to the Declaration, and the
Trustees of the Trust have deemed it advisable to establish an additional Series
of Shares.
NOW, THEREFORE, pursuant to Section 6.9 (h) of the Declaration, there is hereby
established and designated an additional Series of Shares, to be known as the
INFORMATION PORTFOLIO, which shall be subject to the same relative rights,
preferences, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as provided in the
Declaration with respect to the initial Series of Shares established in Section
6.1 of the Declaration.
This instrument 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, a majority of the Trustees of the Trust,
have executed this instrument this 25th day of July, 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, Michigan 48084 Washington, D.C. 20036
/s/ Charles A. Fiumefreddo /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 Summit Ventures LLC 1585 Broadway
1 Utah Center New York, NY 10036
201 South Main Street
Salt Lake City, Utah 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, New York 10019 New York, New York 10019
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James F. Higgins, as Trustee
and not individually
Two World Trade Center
New York, New York 10048
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STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On this 25th day of July, 2000, MICHAEL BOZIC, CHARLES A. FIUMEFREDDO,
EDWIN J. GARN, WAYNE E. HEDIEN, MANUEL H. JOHNSON, MICHAEL E. NUGENT 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.
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Notary Public
