CUSTODY AGREEMENT





Agreement made as of this    day of    , 2001, between MORGAN STANLEY MID-CAP

VALUE FUND, a Massachusetts business trust organized and existing under the laws

of the Commonwealth of Massachusetts, having its principal office and place of

business at Two World Trade Center, New York, New York 10048 (hereinafter called

the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized to do a

banking business, having its principal office and place of business at One Wall

Street, New York, New York 10286 (hereinafter called the "Custodian").





                              W I T N E S S E T H :





that for and in consideration of the mutual promises hereinafter set forth, the

Fund and the Custodian agree as follows:



                                   ARTICLE I



                                   DEFINITIONS



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

have the following meanings:



     1.    "Agreement" shall mean this Custody Agreement and all Appendices and

Certifications described in the Exhibits delivered in connection herewith.



     2.    "Authorized Person" shall mean any person, whether or not such person

is an Officer or employee of the Fund, duly authorized by the Board of Trustees

of the Fund to give Oral Instructions and Written Instructions on behalf of the

Fund and listed in the Certificate annexed hereto as Appendix A or such other

Certificate as may be received by the Custodian from time to time, provided that

each person who is designated in any such Certificate as an "Officer of DWTC"

shall be an Authorized Person only for purposes of Articles XII and XIII hereof.



     3.    "Book-Entry System" shall mean the Federal Reserve/Treasury

book-entry system for United States and federal agency securities, its successor

or successors and its nominee or nominees.



     4.    "Call Option" shall mean an exchange traded option with respect to

Securities other than Index, Futures Contracts, and Futures Contract Options

entitling the holder, upon timely exercise and payment of the exercise price, as

specified therein, to purchase from the writer thereof the specified underlying

instruments, currency, or Securities.

{PAGE}   2



     5.    "Certificate" shall mean any notice, instruction, or other instrument

in writing, authorized or required by this Agreement to be given to the

Custodian which is actually received (irrespective of constructive receipt) by

the Custodian and signed on behalf of the Fund by any two Officers, and the term

Certificate shall also include Instructions.



     6.    "Clearing Member" shall mean a registered broker-dealer which is a

clearing member under the rules of O.C.C. and a member of a national securities

exchange qualified to act as a custodian for an investment company, or any

broker-dealer reasonably believed by the Custodian to be such a clearing member.



     7.    "Collateral Account" shall mean a segregated account so denominated

which is specifically allocated to a Series and pledged to the Custodian as

security for, and in consideration of, the Custodian's issuance of any Put

Option guarantee letter or similar document described in paragraph 8 of Article

V herein.



     8.    "Composite Currency Unit" shall mean the European Currency Unit or

any other composite unit consisting of the aggregate of specified amounts of

specified Currencies as such unit may be constituted from time to time.



     9.    "Covered Call Option" shall mean an exchange traded option entitling

the holder, upon timely exercise and payment of the exercise price, as specified

therein, to purchase from the writer thereof the specified underlying

instruments, currency, or Securities (excluding Futures Contracts) which are

owned by the writer thereof.



     10.   "Currency" shall mean money denominated in a lawful currency of any

country or the European Currency Unit.



     11.   "Depository" shall mean The Depository Trust Company ("DTC"), a

clearing agency registered with the Securities and Exchange Commission, its

successor or successors and its nominee or nominees. The term "Depository" shall

further mean and include any other person authorized to act as a depository

under the Investment Company Act of 1940, its successor or successors and its

nominee or nominees, specifically identified in a certified copy of a resolution

of the Fund's Board of Trustees specifically approving deposits therein by the

Custodian.



     12.   "Financial Futures Contract" shall mean the firm commitment to buy or

sell financial instruments on a U.S. commodities exchange or board of trade at a

specified future time at an agreed upon price.



     13.   "Futures Contract" shall mean a Financial Futures Contract and/or

Index Futures Contracts.

{PAGE}   3



     14.   "Futures Contract Option" shall mean an option with respect to a

Futures Contract.



     15.   "FX Transaction" shall mean any transaction for the purchase by one

party of an agreed amount in one Currency against the sale by it to the other

party of an agreed amount in another Currency.



     16.   "Index Futures Contract" shall mean a bilateral agreement pursuant to

which the parties agree to take or make delivery of an amount of cash equal to a

specified dollar amount times the difference between the value of a particular

index at the close of the last business day of the contract and the price at

which the futures contract is originally struck.



     17.   "Index Option" shall mean an exchange traded option entitling the

holder, upon timely exercise, to receive an amount of cash determined by

reference to the difference between the exercise price and the value of the

index on the date of exercise.



     18.   "Instructions" shall mean instructions communications transmitted by

electronic or telecommunications media including S.W.I.F.T.,

computer-to-computer interface, dedicated transmission line, facsimile

transmission signed by an Officer and tested telex.



     19.   "Investment Company Act of 1940" shall mean the Investment Company

Act of 1940, as amended, and the rules and regulations thereunder.



     20.   "Margin Account" shall mean a segregated account in the name of a

broker, dealer, futures commission merchant, or a Clearing Member, or in the

name of the Fund for the benefit of a broker, dealer, futures commission

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