MORGAN STANLEY MID-CAP VALUE FUND



                        SHARES OF BENEFICIAL INTEREST



                                 $.01 PER VALUE



                             UNDERWRITING AGREEMENT



                                                                    May 16, 2001



MORGAN STANLEY DEAN WITTER DISTRIBUTORS INC.

2 World Trade Center

New York, New York 10048



Dear Sirs:



     1. Introductory.  Morgan Stanley Mid-Cap Value Fund, an unincorporated

business trust organized under the laws of The Commonwealth of Massachusetts

(the "Fund"), proposes to sell, pursuant to the terms of this Agreement, to you

(the "Underwriter") up to 10,000,000 shares of its shares of beneficial

interest, $.01 par value, subject to increase or decrease as provided in this

Agreement. Such shares are hereinafter referred to as the "Shares."



     The Underwriter may sell such of the Shares purchased by it, as it may

elect, to dealers chosen by it (the "Selected Dealers"), at their public

offering price, for reoffering by the Selected Dealers to the public at the

public offering price.



     It is proposed that Morgan Stanley Dean Witter Advisors Inc. (the

"Manager") will act as investment manager for the Fund.



     2. Representation and Warranties of the Fund and the Manager.  (a) The Fund

represents and warrants to, and agrees with, the Underwriter that:



          (i) A registration statement on Form N-1A, including a preliminary

     prospectus, copies of which have heretofore been delivered to you, has been

     carefully prepared by the Fund in conformity with the requirements of the

     Securities Act of 1933, as amended (the "1933 Act"), and the Investment

     Company Act of 1940, as amended (the "1940 Act"), and the published rules

     and regulations (the "Rules and Regulations") of the Securities and

     Exchange Commission (the "Commission") under such Acts, and has been filed

     with the Commission under both such Acts; and the Fund has so prepared and

     proposed so to file prior to the effective date under the 1933 Act of such

     registration statement an amendment to such registration statement

     including the final form of prospectus and the statement of additional

     information. Such registration statement (including all exhibits), as

     finally amended and supplemented at the time such registration statement

     becomes effective under the 1933 Act, and the prospectus and statement of

     additional information forming part of such registration statement, or, if

     different in any respect, the prospectus in the form first filed with the

     Commission pursuant to Rule 497(c) under the 1933 Act, are herein

     respectively referred to as the "Registration Statement" and the

     "Prospectus", and each preliminary prospectus is herein referred to as a

     "Preliminary Prospectus." Reference to the Prospectus and Preliminary

     Prospectus herein shall encompass both the prospectus and statement of

     additional information.



          (ii) The Commission has not issued any order preventing or suspending

     the use of any Preliminary Prospectus, and, at its date of issue, each

     Preliminary Prospectus conformed in all material respects with the

     requirements of the 1933 Act and the Rules and Regulations thereunder and

     did not include any untrue statement of a material fact or omit to state a

     material fact required to be stated therein or necessary to make the

     statements therein in light of the circumstances under which they were made

     not misleading; and, when the Registration Statement becomes effective

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