AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
MORGAN STANLEY DEAN WITTER TRUST FSB
660377
[open-end funds]
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TABLE OF CONTENTS
PAGE
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Article 1 Terms of Appointment
.................................... 1
Article 2 Fees and Expenses
....................................... 2
Article 3 Representations and Warranties of MSDW TRUST
............ 3
Article 4 Representations and Warranties of the Fund
.............. 3
Article 5 Duty of Care and Indemnification
........................ 3
Article 6 Documents and Covenants of the Fund and MSDW TRUST
...... 5
Article 7 Duration and Termination of Agreement
................... 6
Article 8 Assignment
.............................................. 6
Article 9 Affiliations
............................................ 6
Article 10 Amendment
............................................... 6
Article 11 Applicable Law
.......................................... 6
Article 12 Miscellaneous
........................................... 7
Article 13 Merger of Agreement
..................................... 7
Article 14 Personal Liability
...................................... 7
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AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE
AGREEMENT
AGREEMENT made as of August 1, 1997, and amended on June 22,
1998 and
September 1, 2000, by and between each of the Funds listed on the
signature
pages hereof, each of such Funds acting severally on its own
behalf and not
jointly with any of such other Funds (each such Fund hereinafter
referred to as
the "Fund"), each such Fund having its principal office and place
of business at
Two World Trade Center, New York, New York, 10048, and MORGAN
STANLEY DEAN
WITTER TRUST FSB ("MSDW TRUST"), a federally chartered savings
bank, having its
principal office and place of business at Harborside Financial
Center, Plaza
Two, Jersey City, New Jersey 07311.
WHEREAS, the Fund desires to appoint MSDW TRUST as its
transfer agent,
dividend disbursing agent and shareholder servicing agent and MSDW
TRUST
desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants
herein contained,
the parties hereto agree as follows:
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF MSDW TRUST
1.1 Subject to the terms and conditions set forth in this
Agreement, the
Fund hereby employs and appoints MSDW TRUST to act as, and MSDW
TRUST agrees to
act as, the transfer agent for each series and class of shares of
the Fund,
whether now or hereafter authorized or issued ("Shares"), dividend
disbursing
agent and shareholder servicing agent in connection with any
accumulation,
open-account or similar plans provided to the holders of such
Shares
("Shareholders") and set out in the currently effective prospectus
and
statement of additional information ("prospectus") of the Fund,
including
without limitation any periodic investment plan or periodic
withdrawal program.
1.2 MSDW TRUST agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by
agreement between the Fund and MSDW TRUST, MSDW TRUST shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and
promptly deliver payment and appropriate documentation
therefor to the
custodian of the assets of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of
Shares and issue certificates therefor or hold such Shares
in book form
in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption
directions and deliver the appropriate documentation
therefor to the
Custodian;
(iv) At the appropriate time as and when it receives
monies paid to it
by the Custodian with respect to any redemption, pay over
or cause to be
paid over in the appropriate manner such monies as
instructed by the
redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions
declared by the Fund;
(vii) Calculate any sales charges payable by a
Shareholder on
purchases and/or redemptions of Shares of the Fund as such
charges may
be reflected in the prospectus;
(viii) Maintain records of account for and advise the
Fund and its
Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and
maintain pursuant
to Rule 17Ad-10(e) under the Securities Exchange Act of
1934 ("1934
Act") a record of the total number of Shares of the Fund
which are
authorized, based upon data provided to it by the Fund, and
issued and
outstanding. MSDW TRUST shall also provide to the Fund on a
regular
basis the total number of Shares that are authorized,
issued and
outstanding and shall notify the Fund in case any proposed
issue of
Shares by the Fund would result in an overissue. In case
any issue of
Shares
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would result in an overissue, MSDW TRUST shall refuse to
issue such
Shares and shall not countersign and issue any certificates
requested
for such Shares. When recording the issuance of Shares,
MSDW TRUST shall
have no obligation to take cognizance of any Blue Sky laws
relating to
the issue of sale of such Shares, which functions shall be
the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth
in the above
paragraph (a), MSDW TRUST shall:
(i) perform all of the customary services of a transfer
agent,
dividend disbursing agent and, as relevant, shareholder
servicing agent
in connection with dividend reinvestment, accumulation,
open-account or
similar plans (including without limitation any periodic
investment plan
or periodic withdrawal program), including but not limited
to,
maintaining all Shareholder accounts, preparing Shareholder
meeting
lists, mailing proxies, receiving and tabulating proxies,
mailing
shareholder reports and prospectuses to current
Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts,
preparing and filing appropriate forms required with
respect to
dividends and distributions by federal tax authorities for
all
Shareholders, preparing and mailing confirmation forms and
statements of
account to Shareholders for all purchases and redemptions
of Shares and
other confirmable transactions in Shareholder accounts,
preparing and
mailing activity statements for Shareholders and providing
Shareholder
account information;
(ii) open any and all bank accounts which may be
necessary or
appropriate in order to provide the foregoing services; and
(iii) provide a system that will enable the Fund to
monitor the total
number of Shares sold in each State or other jurisdiction.
(c) In addition, the Fund shall:
(i) identify to MSDW TRUST in writing those transactions
and assets to
be treated as exempt from Blue Sky reporting for each
State; and
(ii) verify the inclusion on the system prior to
activation of each
State in which Fund shares may be sold and thereafter
monitor the daily
purchases and sales for shareholders in each State. The
responsibility
of MSDW TRUST for the Fund's status under the securities
laws of any
State or other jurisdiction is limited to the inclusion on
the system of
each State as to which the Fund has informed MSDW TRUST
that shares may
be sold in compliance with state securities laws and the
reporting of
purchases and sales in each such State to the Fund as
provided above and
as agreed from time to time by the Fund and MSDW TRUST.
(d) MSDW TRUST shall provide such additional services and
functions not
specifically described herein as may be mutually agreed between
MSDW TRUST
and the Fund. Procedures applicable to such services may be
established
from time to time by agreement between the Fund and MSDW TRUST.
ARTICLE 2 FEES AND EXPENSES
2.1 For performance by MSDW TRUST pursuant to this Agreement,
each Fund
agrees to pay MSDW TRUST an annual maintenance fee for each
Shareholder account
and certain transactional fees, if applicable, as set out in the
respective fee
schedule attached hereto as Schedule A. Such fee shall be
increased or
decreased on August 1st of each year by an amount equal to the
change in the
Consumer Price Index-Financial Services (All Urban Consumers), as
published by
the Bureau of Labor Statistics of the United States Department of
Labor (or
another comparable measure of employee wages and salaries and
employer costs
for employee benefits as mutually agreed to by the Fund and MSDW
Trust) for the
twelve-month period ending on March 31st of that year and shall be
reflected in
a revised Schedule A dated as of August 1 of each year. Such fees
and
out-of-pocket expenses and advances identified under Section 2.2
below may be
changed from time to time subject to mutual written agreement
between the Fund
and MSDW TRUST.
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2.2 In addition to the fees paid under Section 2.1 above, the
Fund agrees
to reimburse MSDW TRUST for out of pocket expenses in connection
with the
services rendered by MSDW TRUST hereunder. In addition, any other
expenses
incurred by MSDW TRUST at the request or with the consent of the
Fund will be
reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses
within a
reasonable period of time following the mailing of the respective
billing
notice. Postage for mailing of dividends, proxies, Fund reports
and other
mailings to all Shareholder accounts shall be advanced to MSDW
TRUST by the
Fund upon request prior to the mailing date of such materials.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF MSDW TRUST
MSDW TRUST represents and warrants to the Fund that:
3.1 It is a federally chartered savings bank whose principal
office is in
New Jersey.
3.2 It is and will remain registered with the U.S. Securities
and Exchange
Commission ("SEC") as a Transfer Agent pursuant to the
requirements of Section
17A of the 1934 Act.
3.3 It is empowered under applicable laws and by its charter
and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to
authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities,
equipment and personnel to perform its duties and obligations
under this
Agreement.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to MSDW TRUST that:
4.1 It is a corporation duly organized and existing and in
good standing
under the laws of Delaware or Maryland or a trust duly organized
and existing
and in good standing under the laws of Massachusetts, as the case
may be.
4.2 It is empowered under applicable laws and by its Articles
of
Incorporation or Declaration of Trust, as the case may be, and
under its
By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to authorize it to
enter into and
perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC under
the
Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933
(the "1933
Act") is currently effective and will remain effective, and
appropriate state
securities law filings have been made and will continue to be
made, with
respect to all Shares of the Fund being offered for sale.
ARTICLE 5 DUTY OF CARE AND INDEMNIFICATION
5.1 MSDW TRUST shall not be responsible for, and the Fund
shall indemnify
and hold MSDW TRUST harmless from and against, any and all losses,
damages,
costs, charges, counsel fees, payments, expenses and liability
arising out of
or attributable to:
(a) All actions of MSDW TRUST or its agents or subcontractors
required to
be taken pursuant to this Agreement, provided that such actions
are taken
in good faith and without negligence or willful misconduct.
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(b) The Fund's refusal or failure to comply with the terms of
this
Agreement, or which arise out of the Fund's lack of good faith,
negligence
or willful misconduct or which arise out of breach of any
representation or
warranty of the Fund hereunder.
(c) The reliance on or use by MSDW TRUST or its agents or
subcontractors
of information, records and documents which (i) are received by
MSDW TRUST
or its agents or subcontractors and furnished to it by or on
behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund
or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by MSDW TRUST or its
agents or
subcontractors of, any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any
requirement under the
federal securities laws or regulations or the securities or
Blue Sky laws
of any State or other jurisdiction that notice of offering of
such Shares
in such State or other jurisdiction or in violation of any stop
order or
other determination or ruling by any federal agency or any
State or other
jurisdiction with respect to the offer or sale of such Shares
in such State
or other jurisdiction.
5.2 MSDW TRUST shall indemnify and hold the Fund harmless
from or against
any and all losses, damages, costs, charges, counsel fees,
payments, expenses
and liability arising out of or attributable to any action or
failure or
omission to act by MSDW TRUST as a result of the lack of good
faith, negligence
or willful misconduct of MSDW TRUST, its officers, employees or
agents.
5.3 At any time, MSDW TRUST may apply to any officer of the
Fund for
instructions, and may consult with legal counsel to the Fund, with
respect to
any matter arising in connection with the services to be performed
by MSDW
TRUST under this Agreement, and MSDW TRUST and its agents or
subcontractors
shall not be liable and shall be indemnified by the Fund for any
action taken
or omitted by it in reliance upon such instructions or upon the
opinion of such
counsel. MSDW TRUST, its agents and subcontractors shall be
protected and
indemnified in acting upon any paper or document furnished by or
on behalf of
the Fund, reasonably believed to be genuine and to have been
signed by the
proper person or persons, or upon any instruction, information,
data, records
or documents provided to MSDW TRUST or its agents or
subcontractors by machine
readable input, telex, CRT data entry or other similar means
authorized by the
Fund, and shall not be held to have notice of any change of
authority of any
person, until receipt of written notice thereof from the Fund.
MSDW TRUST, its
agents and subcontractors shall also be protected and indemnified
in
recognizing stock certificates which are reasonably believed to
bear the proper
manual or facsimile signature of the officers of the Fund, and the
proper
countersignature of any former transfer agent or registrar, or of
a co-transfer
agent or co-registrar.
5.4 In the event either party is unable to perform its
obligations under
the terms of this Agreement because of acts of God, strikes,
equipment or
transmission failure or damage reasonably beyond its control, or
other causes
reasonably beyond its control, such party shall not be liable for
damages to
the other for any damages resulting from such failure to perform
or otherwise
from such causes.
5.5 Neither party to this Agreement shall be liable to the
other party for
consequential damages under any provision of this Agreement or for
any act or
failure to act hereunder.
5.6 In order that the indemnification provisions contained in
this Article
5 shall apply, upon the assertion of a claim for which either
party may be
required to indemnify the other, the party seeking indemnification
shall
promptly notify the other party of such assertion, and shall keep
the other
party advised with respect to all developments concerning such
claim. The party
who may be required to indemnify shall have the option to
participate with the
party seeking indemnification in the defense of such claim. The
party seeking
indemnification shall in no case confess any claim or make any
compromise in
any case in which the other party may be required to indemnify it
except with
the other party's prior written consent.
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ARTICLE 6 DOCUMENTS AND COVENANTS OF THE FUND AND MSDW TRUST
6.1 The Fund shall promptly furnish to MSDW TRUST the
following, unless
previously furnished to Dean Witter Trust Company, the prior
transfer agent of
the Fund:
(a) If a corporation:
(i) A certified copy of the resolution of the Board of
Directors of
the Fund authorizing the appointment of MSDW TRUST and the
execution and
delivery of this Agreement;
(ii) A certified copy of the Articles of Incorporation
and By-Laws of
the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of
Directors
designating persons authorized to give instructions on
behalf of the
Fund and signature cards bearing the signature of any
officer of the
Fund or any other person authorized to sign written
instructions on
behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund
in the form
approved by the Board of Directors, with a certificate of
the Secretary
of the Fund as to such approval;
(b) If a business trust:
(i) A certified copy of the resolution of the Board of
Trustees of the
Fund authorizing the appointment of MSDW TRUST and the
execution and
delivery of this Agreement;
(ii) A certified copy of the Declaration of Trust and By-
Laws of the
Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of
Trustees
designating persons authorized to give instructions on
behalf of the
Fund and signature cards bearing the signature of any
officer of the
Fund or any other person authorized to sign written
instructions on
behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund
in the form
approved by the Board of Trustees, with a certificate of
the Secretary
of the Fund as to such approval;
(c) The current registration statements and any amendments
and
supplements thereto filed with the SEC pursuant to the
requirements of the
1933 Act or the 1940 Act;
(d) All account application forms or other documents relating
to
Shareholder accounts and/or relating to any plan, program or
service
offered or to be offered by the Fund; and
(e) Such other certificates, documents or opinions as MSDW
TRUST deems to
be appropriate or necessary for the proper performance of its
duties.
6.2 MSDW TRUST hereby agrees to establish and maintain
facilities and
procedures reasonably acceptable to the Fund for safekeeping of
Share
certificates, check forms and facsimile signature imprinting
devices, if any;
and for the preparation or use, and for keeping account of, such
certificates,
forms and devices.
6.3 MSDW TRUST shall prepare and keep records relating to the
services to
be performed hereunder, in the form and manner as it may deem
advisable and as
required by applicable laws and regulations. To the extent
required by Section
31 of the 1940 Act, and the rules and regulations thereunder, MSDW
TRUST agrees
that all such records prepared or maintained by MSDW TRUST
relating to the
services performed by MSDW TRUST hereunder are the property of the
Fund and
will be preserved, maintained and made available in accordance
with such
Section 31 of the 1940 Act, and the rules and regulations
thereunder, and will
be surrendered promptly to the Fund on and in accordance with its
request.
6.4 MSDW TRUST and the Fund agree that all books, records,
information and
data pertaining to the business of the other party which are
exchanged or
received pursuant to the negotiation or the carrying out of this
Agreement
shall remain confidential and shall not be voluntarily disclosed
to any other
person except as may be required by law or with the prior consent
of MSDW TRUST
and the Fund.
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6.5 In case of any request or demands for the inspection of
the
Shareholder records of the Fund, MSDW TRUST will endeavor to
notify the Fund
and to secure instructions from an authorized officer of the Fund
as to such
inspection. MSDW TRUST reserves the right, however, to exhibit the
Shareholder
records to any person whenever it is advised by its counsel that
it may be held
liable for the failure to exhibit the Shareholder records to such
person.
ARTICLE 7 DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement shall remain in full force and effect
until August 1,
2001 and from year-to-year thereafter unless terminated by either
party as
provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the Fund on 60 days
written
notice, and by MSDW TRUST on 90 days written notice, to the other
party without
payment of any penalty.
7.3 Should the Fund exercise its right to terminate, all out-
of-pocket
expenses associated with the movement of records and other
materials will be
borne by the Fund. Additionally, MSDW TRUST reserves the right to
charge for
any other reasonable fees and expenses associated with such
termination.
ARTICLE 8 ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither this
Agreement nor
any rights or obligations hereunder may be assigned by either
party without the
written consent of the other party.
8.2 This Agreement shall inure to the benefit of and be
binding upon the
parties and their respective permitted successors and assigns.
8.3 MSDW TRUST may, in its sole discretion and without
further consent by
the Fund, subcontract, in whole or in part, for the performance of
its
obligations and duties hereunder with any person or entity
including but not
limited to companies which are affiliated with MSDW TRUST;
provided, however,
that such person or entity has and maintains the qualifications,
if any,
required to perform such obligations and duties, and that MSDW
TRUST shall be
as fully responsible to the Fund for the acts and omissions of any
agent or
subcontractor as it is for its own acts or omissions under this
Agreement.
ARTICLE 9 AFFILIATIONS
9.1 MSDW TRUST may now or hereafter, without the consent of
or notice to
the Fund, function as transfer agent and/or shareholder servicing
agent for any
other investment company registered with the SEC under the 1940
Act and for any
other issuer, including without limitation any investment company
whose
adviser, administrator, sponsor or principal underwriter is or may
become
affiliated with Morgan Stanley Dean Witter & Co. or any of its
direct or
indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the Directors or
Trustees (as the
case may be), officers, employees, agents and shareholders of the
Fund, and the
directors, officers, employees, agents and shareholders of the
Fund's
investment adviser and/or distributor, are or may be interested in
MSDW TRUST
as directors, officers, employees, agents and shareholders or
otherwise, and
that the directors, officers, employees, agents and shareholders
of MSDW TRUST
may be interested in the Fund as Directors or Trustees (as the
case may be),
officers, employees, agents and shareholders or otherwise, or in
the investment
adviser and/or distributor as directors, officers, employees,
agents,
shareholders or otherwise.
ARTICLE 10 AMENDMENT
10.1 This Agreement may be amended or modified by a written
agreement
executed by both parties and authorized or approved by a
resolution of the
Board of Directors or the Board of Trustees (as the case may be)
of the Fund.
ARTICLE 11 APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions
thereof
interpreted under and in accordance with the laws of the State of
New York.
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ARTICLE 12 MISCELLANEOUS
12.1 In the event that one or more additional investment
companies managed
or administered by Morgan Stanley Dean Witter Advisors Inc. or any
of its
affiliates ("Additional Funds") desires to retain MSDW TRUST to
act as transfer
agent, dividend disbursing agent and/or shareholder servicing
agent, and MSDW
TRUST desires to render such services, such services shall be
provided pursuant
to a letter agreement, substantially in the form of Exhibit A
hereto, between
MSDW TRUST and each Additional Fund.
12.2 In the event of an alleged loss or destruction of any
Share
certificate, no new certificate shall be issued in lieu thereof,
unless there
shall first be furnished to MSDW TRUST an affidavit of loss or non-
receipt by
the holder of Shares with respect to which a certificate has been
lost or
destroyed, supported by an appropriate bond satisfactory to MSDW
TRUST and the
Fund issued by a surety company satisfactory to MSDW TRUST, except
that MSDW
TRUST may accept an affidavit of loss and indemnity agreement
executed by the
registered holder (or legal representative) without surety in such
form as MSDW
TRUST deems appropriate indemnifying MSDW TRUST and the Fund for
the issuance
of a replacement certificate, in cases where the alleged loss is
in the amount
of $1,000 or less.
12.3 In the event that any check or other order for payment
of money on
the account of any Shareholder or new investor is returned unpaid
for any
reason, MSDW TRUST will (a) give prompt notification to the Fund's
distributor
("Distributor") (or to the Fund if the Fund acts as its own
distributor) of
such non-payment; and (b) take such other action, including
imposition of a
reasonable processing or handling fee, as MSDW TRUST may, in its
sole
discretion, deem appropriate or as the Fund and, if applicable,
the Distributor
may instruct MSDW TRUST.
12.4 Any notice or other instrument authorized or required by
this
Agreement to be given in writing to the Fund or to MSDW TRUST
shall be
sufficiently given if addressed to that party and received by it
at its office
set forth below or at such other place as it may from time to time
designate in
writing.
To the Fund:
[Name of Fund]
Two World Trade Center
New York, New York 10048
Attention: General Counsel
To MSDW TRUST:
Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
Attention: President
ARTICLE 13 MERGER OF AGREEMENT
13.1 This Agreement constitutes the entire agreement between
the parties
hereto and supersedes any prior agreement with respect to the
subject matter
hereof whether oral or written.
ARTICLE 14 PERSONAL LIABILITY
14.1 In the case of a Fund organized as a Massachusetts
business trust, a
copy of the Declaration of Trust of the Fund is on file with the
Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that
this
instrument is executed on behalf of the Board of Trustees of the
Fund as
Trustees and not individually and that the obligations of this
instrument are
not binding upon any of the Trustees or shareholders individually
but are
binding only upon the assets and property of the Fund; provided,
however, that
the Declaration of Trust of the Fund provides that the assets of a
particular
Series of the Fund shall under no circumstances be charged with
liabilities
attributable to any other Series of the Fund
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and that all persons extending credit to, or contracting with or
having any
claim against, a particular Series of the Fund shall look only to
the assets of
that particular Series for payment of such credit, contract or
claim.
IN WITNESS WHEREOF, the parties hereto have caused this
Amended and
Restated Agreement to be executed in their names and on their
behalf by and
through their duly authorized officers, as of the day and year
first above
written.
MORGAN STANLEY DEAN WITTER FUNDS
TAXABLE MONEY MARKET FUNDS
1. Active Assets Government Securities Trust
2. Active Assets Institutional Money Trust
3. Active Assets Money Trust
4. Active Assets Premier Money Trust
5. Morgan Stanley Dean Witter Liquid Asset Fund Inc.
6. Morgan Stanley Dean Witter U.S. Government Money Market Trust
TAX-EXEMPT MONEY MARKET FUNDS
7. Active Assets California Tax-Free Trust
8. Active Assets Tax-Free Trust
9. Morgan Stanley Dean Witter California Tax-Free Daily Income
Trust
10. Morgan Stanley Dean Witter New York Municipal Money Market
Trust
11. Morgan Stanley Dean Witter Tax-Free Daily Income Trust
EQUITY FUNDS
12. Morgan Stanley Dean Witter Aggressive Equity Fund
13. Morgan Stanley Dean Witter American Opportunities Fund
14. Morgan Stanley Dean Witter Capital Growth Securities
15. Morgan Stanley Dean Witter Competitive Edge Fund
16. Morgan Stanley Dean Witter Developing Growth Securities Trust
17. Morgan Stanley Dean Witter Dividend Growth Securities Inc.
18. Morgan Stanley Dean Witter Equity Fund
19. Morgan Stanley Dean Witter European Growth Fund Inc.
20. Morgan Stanley Dean Witter Financial Services Trust
21. Morgan Stanley Dean Witter Fund of Funds
22. Morgan Stanley Dean Witter Global Dividend Growth Securities
23. Morgan Stanley Dean Witter Global Utilities Fund
24. Morgan Stanley Dean Witter Growth Fund
25. Morgan Stanley Dean Witter Health Sciences Trust
26. Morgan Stanley Dean Witter Income Builder Fund
27. Morgan Stanley Dean Witter Information Fund
28. Morgan Stanley Dean Witter International Fund
29. Morgan Stanley Dean Witter International SmallCap Fund
30. Morgan Stanley Dean Witter Japan Fund
31. Morgan Stanley Dean Witter Latin American Growth Fund
32. Morgan Stanley Dean Witter Market Leader Trust
33. Morgan Stanley Dean Witter Mid-Cap Dividend Growth Securities
34. Morgan Stanley Dean Witter Mid-Cap Equity Trust
35. Morgan Stanley Dean Witter Natural Resource Development
Securities Inc.
36. Morgan Stanley Dean Witter New Discoveries Fund
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37. Morgan Stanley Dean Witter Next Generation Trust
38. Morgan Stanley Dean Witter Pacific Growth Fund Inc.
39. Morgan Stanley Dean Witter Real Estate Fund
40. Morgan Stanley Dean Witter Small Cap Growth 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 Special Value Fund
44. Morgan Stanley Dean Witter Tax-Managed Growth Fund
45. Morgan Stanley Dean Witter Technology Fund
46. Morgan Stanley Dean Witter Total Market Index Fund
47. Morgan Stanley Dean Witter Total Return Trust
48. Morgan Stanley Dean Witter 21st Century Trend Fund
49. Morgan Stanley Dean Witter Utilities Fund
50. Morgan Stanley Dean Witter Value-Added Market Series
51. Morgan Stanley Dean Witter Value Fund
BALANCED FUNDS
52. Morgan Stanley Dean Witter Balanced Growth Fund
53. Morgan Stanley Dean Witter Balanced Income Fund
ASSET ALLOCATION FUND
54. Morgan Stanley Dean Witter Strategist Fund
TAXABLE FIXED-INCOME FUNDS
55. Morgan Stanley Dean Witter Convertible Securities Trust
56. Morgan Stanley Dean Witter Diversified Income Trust
57. Morgan Stanley Dean Witter Federal Securities Trust
58. Morgan Stanley Dean Witter High Yield Securities Inc
59. Morgan Stanley Dean Witter Intermediate Income Securities
60. Morgan Stanley Dean Witter North American Government Income
Trust
61. Morgan Stanley Dean Witter Short-Term Bond Fund
62. Morgan Stanley Dean Witter Short-Term U.S. Treasury Trust
63. Morgan Stanley Dean Witter U.S. Government Securities Trust
64. Morgan Stanley Dean Witter World Wide Income Trust
TAX-EXEMPT FIXED-INCOME FUNDS
65. Morgan Stanley Dean Witter California Tax-Free Income Fund
66. Morgan Stanley Dean Witter Hawaii Municipal Trust
67. Morgan Stanley Dean Witter Limited Term Municipal Trust
68. Morgan Stanley Dean Witter Multi-State Municipal Series Trust
69. Morgan Stanley Dean Witter New York Tax-Free Income Fund
70. Morgan Stanley Dean Witter Select Municipal Reinvestment Fund
71. Morgan Stanley Dean Witter Tax-Exempt Securities Trust
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SPECIAL PURPOSE FUNDS
72. Morgan Stanley Dean Witter Select Dimensions Investment Series
73. Morgan Stanley Dean Witter Variable Investment Series
By: -------------------------
---------
Barry Fink
Vice President and
General Counsel
ATTEST:
-------------------------------
Assistant Secretary
MORGAN STANLEY DEAN WITTER
TRUST FSB
By: -------------------------
------
Jonathan Thomas
President
ATTEST:
-------------------------------
Executive Vice President
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EXHIBIT A
Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Gentlemen:
The undersigned, (inset name of investment company) a
(Massachusetts
business trust/Maryland corporation) (the "Fund"), desires to
employ and
appoint Morgan Stanley Dean Witter Trust FSB ("MSDW TRUST") to act
as transfer
agent for each series and class of shares of the Fund, whether now
or hereafter
authorized or issued ("Shares"), dividend disbursing agent and
shareholder
servicing agent, registrar and agent in connection with any
accumulation,
open-account or similar plan provided to the holders of Shares,
including
without limitation any periodic investment plan or periodic
withdrawal plan.
The Fund hereby agrees that, in consideration for the payment
by the Fund
to MSDW TRUST of fees as set out in the fee schedule attached
hereto as
Schedule A, MSDW TRUST shall provide such services to the Fund
pursuant to the
terms and conditions set forth in the Transfer Agency and Service
Agreement
annexed hereto, as if the Fund was a signatory thereto.
Please indicate MSDW TRUST's acceptance of employment and
appointment by
the Fund in the capacities set forth above by so indicating in the
space
provided below.
Very truly yours,
(name of fund)
By: ------------------------
------------
Barry Fink
Vice President and
General Counsel
ACCEPTED AND AGREED TO:
MORGAN STANLEY DEAN WITTER TRUST FSB
By:
-----------------------------------------
Its:
----------------------------------------
Date:
---------------------------------------
11
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SCHEDULE A
MORGAN STANLEY DEAN WITTER TRUST FSB
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER NEW TRANSFER
AGENCY AGREEMENT AS OF
SEPTEMBER 1, 2000
---------------------------
Money Market $15.70
US Government Securities Trust 9.95
US Government Securities Trust
-- Over 50,000 5.20
AAA Funds 11.75
Fixed Income Funds 13.80
Equity Funds 13.25
Closed End Funds 10.20
Prime Income Trust 10.45
Insurance Products:
Select Dimensions $500 per annum per account
Variable Investment $500 per annum per account
A fee equal to 1/12 of the fee set forth above, for providing
Forms 1099 for
accounts closed during the year, payable following the end of the
calendar
year (this does not apply to Select Dimensions and Variable
Investment).
Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement. Fees
for additional services not set forth in this Agreement shall be
as
negotiated between the parties.
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