INVESTMENT MANAGEMENT AGREEMENT



    AGREEMENT made as of the 4th day of May, 1999, and amended as of May 1,

2001, by and between Morgan Stanley Dean Witter International Fund, a

Massachusetts business trust (hereinafter called the "Fund"), and Morgan Stanley

Dean Witter Advisors Inc., a Delaware corporation (hereinafter called the

"Investment Manager"):



    WHEREAS, The Fund is engaged in business as an open-end management

investment company and is registered as such under the Investment Company Act of

1940, as amended (the "Act"); and



    WHEREAS, The Investment Manager is registered as an investment adviser under

the Investment Advisers Act of 1940, and engages in the business of acting as

investment adviser; and



    WHEREAS, The Fund desires to retain the Investment Manager to render

management and investment advisory services in the manner and on the terms and

conditions hereinafter set forth; and



    WHEREAS, The Investment Manager desires to be retained to perform services

on said terms and conditions:



    Now, Therefore, this Agreement



                              W I T N E S S E T H:



that in consideration of the premises and the mutual covenants hereinafter

contained, the Fund and the Investment Manager agree as follows:



     1. The Fund hereby retains the Investment Manager to act as investment

manager of the Fund and, subject to the supervision of the Board of Trustees, to

supervise the investment activities of the Fund as hereinafter set forth.

Without limiting the generality of the foregoing, the Investment Manager shall

obtain and evaluate such information and advice relating to the economy,

securities and commodities markets and securities and commodities as it deems

necessary or useful to discharge its duties hereunder; shall continuously manage

the assets of the Fund in a manner consistent with the investment objectives and

policies of the Fund; shall determine the securities and commodities to be

purchased, sold or otherwise disposed of by the Fund and the timing of such

purchases, sales and dispositions; and shall take such further action, including

the placing of purchase and sale orders on behalf of the Fund, as the Investment

Manager shall deem necessary or appropriate. The Investment Manager shall also

furnish to or place at the disposal of the Fund such of the information,

evaluations, analyses and opinions formulated or obtained by the Investment

Manager in the discharge of its duties as the Fund may, from time to time,

reasonably request.



     2. The Investment Manager may, at its own expense, enter into a

Sub-Advisory Agreement with a Sub-Advisor to make determinations as to certain

or all of the securities and commodities to be purchased, sold or otherwise

disposed of by the Fund and the timing of such purchases, sales and dispositions

and to take such further action, including the placing of purchase and sale

orders on behalf of the Fund, as the Sub-Advisor, in consultation with the

Investment Manager, shall deem necessary or appropriate; provided that the

Investment Manager shall be responsible for monitoring compliance by such

Sub-Advisor with the investment policies and restrictions of the Fund and with

such other limitations or directions as the Trustees of the Fund may from time

to time prescribe.



     3. The Investment Manager shall, at its own expense, maintain such staff

and employ or retain such personnel and consult with such other persons as it

shall from time to time determine to be necessary or useful to the performance

of its obligations under this Agreement. Without limiting the generality of the

foregoing, the staff and personnel of the Investment Manager shall be deemed to

include persons employed or otherwise retained by the Investment Manager to

furnish statistical and other factual data, advice regarding economic factors

and trends, information with respect to technical and scientific developments,

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