FOREIGN CUSTODY MANAGER AGREEMENT



    AGREEMENT made as of June 15, 2001, between The Bank of New York ("BNY") and

each Morgan Stanley Dean Witter Fund having a Custody Agreement with BNY and

listed on Exhibit A hereto (each a "Fund").



                              W I T N E S S E T H:



    WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the

terms and conditions contained herein;



    WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the

duties set forth herein on the terms and conditions contained herein;



    NOW THEREFORE, in consideration of the mutual promises hereinafter contained

in this Agreement, the Fund and BNY hereby agree as follows:



                                   ARTICLE I.

                                  DEFINITIONS



    Whenever used in this Agreement, the following words and phrases, unless the

context otherwise requires, shall have the following meanings:



     1. "BOARD" shall mean the board of directors or board of trustees, as the

case may be, of the Fund.



     2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the

Rule.



     3. "FOREIGN ASSETS" shall have the meaning provided in the Rule.



     4. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill

the Responsibilities specified in clauses 1(d) and 1(e) of Article III of this

Agreement, which system shall comply with paragraph (c)(3) of the Rule.



     5. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY as a

Foreign Custody Manager with respect to each Specified Country and each Eligible

Foreign Custodian selected by BNY, as such responsibilities are more fully

described in Article III of this Agreement.



     6. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940,

as amended on June 12, 2000.



     7. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I

attached hereto, as amended from time to time by BNY, and each country, other

than the United States, constituting the primary market for a security with

respect to which the Fund has given settlement instructions to The Bank of New

York as custodian (the "Custodian") under its Custody Agreement with the Fund.



                                  ARTICLE II.

                        BNY AS A FOREIGN CUSTODY MANAGER



     1. The Fund on behalf of its Board hereby delegates to BNY with respect to

each Specified Country the Responsibilities.



     2. BNY accepts the Board's delegation of Responsibilities with respect to

each Specified Country and agrees in performing the Responsibilities as a

Foreign Custody Manager to exercise reasonable care, prudence and diligence such

as a person having responsibility for the safekeeping of the Fund's Foreign

Assets would exercise.



     3. BNY shall provide to the Board and to the Fund's investment adviser at

such times as the Board deems reasonable and appropriate based on the

circumstances of the Fund's foreign custody arrangements written reports

notifying the Board and the Fund's investment adviser of the placement of assets

of the Fund

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with a particular Eligible Foreign Custodian within a Specified Country and of

any material change in the arrangements (including the contract governing such

arrangements) with respect to assets of the Fund with any such Eligible Foreign

Custodian.



                                  ARTICLE III.

                                RESPONSIBILITIES



     1. Subject to the provisions of this Agreement, BNY shall with respect to

each Specified Country select an Eligible Foreign Custodian. In connection

therewith, BNY shall: (a) determine that Foreign Assets of the Fund held by such

Eligible Foreign Custodian will be subject to reasonable care, based on the

standards applicable to custodians in the relevant market in which such Eligible

Foreign Custodian operates, after considering all factors relevant to the

safekeeping of such assets, including, without limitation, those contained in

paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody

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