INVESTMENT MANAGEMENT AGREEMENT



     AGREEMENT made as of the 14th day of February, 2001 by and between Morgan

Stanley Dean Witter International Value Equity Fund, a Massachusetts business

trust (hereinafter called the "Fund"), and Morgan Stanley Dean Witter Advisors

Inc., a Delaware corporation (hereinafter called the "Investment Manager"):



     WHEREAS, The Fund intends to engage 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 advisor

under the Investment Advisers Act of 1940, and engages in the business of

acting as investment advisor; 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 Board of Trustees,

manage 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 may (subject to approval of the Board of

Trustees) at its own expense, enter into a Sub-Advisory Agreement with a

Sub-Advisor to make determinations as to certain or all of 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 to take such further

action, including the placing of purchase and sale orders on behalf of the

Fund, as the Sub-Advisor, in consultation with the Investment Manager, shall

deem necessary or appropriate; provided that the Investment Manager shall be

responsible for monitoring compliance by such Sub-Advisor with the investment

policies and restrictions of the Fund and with such other limitations or

directions as the Trustees of the Fund may from time to time prescribe.



     3. 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

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