INVESTMENT MANAGEMENT AGREEMENT



     AGREEMENT made as of the 31st day of May, 1997, and amended as of April

30, 1998 and May 1, 2001, by and between Morgan Stanley Dean Witter Health

Sciences Trust, an unincorporated business trust organized under the laws of

the Commonwealth of Massachusetts (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 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 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,

and such other information, advice and assistance as the Investment Manager may

desire. The Investment Manager shall, as agent for the Fund, maintain the

Fund'srecords and books of account (other than those maintained by the Fund's

transfer agent, registrar, custodian and other agencies). All such books and

records so maintained shall be the property of the Fund and, upon request

therefor, the Investment Manager shall surrender to the Fund such of the books

and records so requested.



     3. The Fund will, from time to time, furnish or otherwise make available

to the Investment Manager such financial reports, proxy statements and other

information relating to the business and affairs of the Fund as the Investment

Manager may reasonably require in order to discharge its duties and obligations

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