MORGAN STANLEY MID-CAP VALUE FUND



                           SELECTED DEALERS AGREEMENT



Gentlemen:



     Morgan Stanley Dean Witter Distributors Inc. (the "Distributor") has a

distribution agreement (the "Distribution Agreement") with Morgan Stanley

Mid-Cap Value Fund, a Massachusetts business trust (the "Fund"), pursuant to

which it acts as the Distributor for the sale of the Fund's shares of common

stock, par value $0.01 per share (the "Shares"). Under the Distribution

Agreement, the Distributor has the right to distribute Shares for resale.



     The Fund is an open-end management investment company registered under the

Investment Company Act of 1940, as amended, and the Shares being offered to the

public are registered under the Securities Act of 1933, as amended. You have

received a copy of the Distribution Agreement between us and the Fund and

reference is made herein to certain provisions of such Distribution Agreement.

The terms used herein, including "Prospectus" and "Registration Statement" of

the Fund and "Selected Dealer" shall have the same meaning in this Agreement as

in the Distribution Agreement. As principal, we offer to sell shares to you, as

a Selected Dealer, upon the following terms and conditions:



     1. In all sales of Shares to the public you shall act as dealer for your

own account, and in no transaction shall you have any authority to act as agent

for the Fund, for us or for any Selected Dealer.



     2. Orders received from you will be accepted through us or on our behalf

only at the net asset value applicable to each order, as set forth in the

current Prospectus. The procedure relating to the handling of orders shall be

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