ASSIGNMENT
THIS ASSIGNMENT is made as of the _____________ day of ______________,
199_, between and among Xxxx Xxxxxx Trust Company ("DWTC"), Xxxx Xxxxxx Trust
FSB ("DWTFSB") and the open-end investment companies managed by Xxxx Xxxxxx
InterCapital Inc. ("InterCapital") and advised by TCW Funds Management, Inc.
("TCW") as set forth on Exhibit A attached hereto (the "TCW/DW Open-End
Funds").
WHEREAS, this Assignment is supplemental to Transfer Agency and
Services Agreements between DWTC and each of the TCW/DW Open-End Funds in
effect as of the date of this Assignment (the "Transfer Agency Agreements");
and
WHEREAS, in connection with the merger of DWTC into a federal savings
bank, DWTFSB, DWTC wishes to assign its rights and obligations under the
Transfer Agency Agreements to DWTFSB,
NOW THEREFORE, in consideration of the foregoing, the parties agree
as follows:
1. DWTC hereby assigns to DWTFSB all of its right, title and
interest in the Transfer Agency Agreements, effective August 1, 1997.
2. DWTFSB assumes the obligations and duties of DWTC under
the Transfer Agency Agreements and agrees to be bound by the terms thereof.
3. Each of the TCW/DW Open-End Funds accepts and consents to
said assignment of the Transfer Agency Agreements from DWTC to DWTFSB.
4. Each of the TCW/DW Open-End Funds, DWTC and DWTFSB hereby
consent to the adoption of a revised fee schedule, to be attached to the
Transfer Agency Agreements as Schedule A, superseding and replacing the
existing Schedule A, to be effective on the date of assignment of the Transfer
Agency Agreements.
IN WITNESS WHEREOF, this Assignment is executed by the parties as of
the date first above written.
TCW/DW OPEN-END FUNDS
by: ______________________
Xxxxxxx X. Xxxxxxxxxxx
Chairman
XXXX XXXXXX TRUST COMPANY XXXX XXXXXX TRUST FSB
by: _______________________ by: ___________________________
Xxxx Van Heuvelen Xxxx Van Heuvelen
President President
EXHIBIT A - AUGUST 1, 1997
TCW/DW OPEN-END FUNDS
1. TCW/DW CORE EQUITY TRUST
2. TCW/DW NORTH AMERICAN GOVERNMENT INCOME TRUST
3. TCW/DW LATIN AMERICAN GROWTH FUND
4. TCW/DW INCOME AND GROWTH FUND
5. TCW/DW SMALL CAP GROWTH FUND
6. TCW/DW BALANCED FUND
7. TCW/DW TOTAL RETURN TRUST
8. TCW/DW GLOBAL TELECOM TRUST
9. TCW/DW STRATEGIC INCOME TRUST
10. TCW/DW MID-CAP EQUITY TRUST
Fund: TCW/DW Total Return Trust
Fees: (1) Annual maintenance fee of $12.65 per shareholder
account, payable monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above,
for providing Forms 1099 for accounts closed during the
year, payable following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2
of the Agreement.
(4) Fees for additional services not set forth in this
Agreement shall be as negotiated between the parties.
