<PAGE>
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
WITH
MORGAN STANLEY DEAN WITTER TRUST FSB
00NYC9802 [OPEN-END FUNDS]
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TABLE OF CONTENTS
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PAGE
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Article 1 Terms of Appointment........................................ 1
Article 2 Fees and Expenses........................................... 3
Article 3 Representations and Warranties of MSDW TRUST................ 3
Article 4 Representations and Warranties of the Fund.................. 4
Article 5 Duty of Care and Indemnification............................ 4
Article 6 Documents and Covenants of the Fund and MSDW TRUST.......... 5
Article 7 Duration and Termination of Agreement....................... 7
Article 8 Assignment.................................................. 7
Article 9 Affiliations................................................ 7
Article 10 Amendment................................................... 7
Article 11 Applicable Law.............................................. 8
Article 12 Miscellaneous............................................... 8
Article 13 Merger of Agreement......................................... 9
Article 14 Personal Liability.......................................... 9
</TABLE>
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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;
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(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 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.
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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.
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.
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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.
(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
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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.
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;
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(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.
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.
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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.
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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.
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
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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 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.
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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
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
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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
SPECIAL PURPOSE FUNDS
72. Morgan Stanley Dean Witter Select Dimensions Investment Series
73. Morgan Stanley Dean Witter Variable Investment Series
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By: /s/ Barry Fink
--------------------------------------------
Barry Fink
Vice President and General Counsel
ATTEST:
/s/ Todd Lebo
------------------------------------
Assistant Secretary
MORGAN STANLEY DEAN WITTER TRUST FSB
By: /s/ Jonathan Thomas
--------------------------------------------
Jonathan Thomas
President
ATTEST:
/s/ Geoffrey Flynn
------------------------------------
Executive Vice President
</TABLE>
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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: _______________________________________
12
<PAGE>
SCHEDULE A
MORGAN STANLEY DEAN WITTER TRUST FSB
SHAREHOLDER ACCOUNT MAINTENANCE FEES
<TABLE>
<CAPTION>
RATES PER NEW TRANSFER
AGENCY AGREEMENT AS OF
SEPTEMBER 1, 2000
--------------------------------
<S> <C>
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
</TABLE>
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.
13
