MORGAN STANLEY DEAN WITTER ADVISORS INC.

                             Two World Trade Center

                            New York, New York 10048





                                                              February 14, 2001



Morgan Stanley Dean Witter Services Company Inc.

Two World Trade Center

New York, New York 10048





Re: MORGAN STANLEY DEAN WITTER INTERNATIONAL VALUE EQUITY FUND (THE "FUND")





Dear Sirs:



         Please be advised that, having entered into an Investment Management

Agreement with the Fund, we wish to retain you to perform administrative

services in respect of the Fund under our Services Agreement with you, dated

April 17, 1995 and as amended June 22, 1998 (attached hereto), for the fee set

forth in Schedule B to said agreement, as amended from time to time. It is

agreed that no compensation will be paid by the Fund for such services.



         Your execution of this letter, where indicated, shall constitute

notification to us of your willingness to render administrative services in

respect to the Fund under the attached Services Agreement, in consideration of

the above-stated compensation.





                                        Very truly yours,



                                        Morgan Stanley Dean Witter Advisors Inc.





                                        By:

                                           -------------------------------------





ACCEPTED: Morgan Stanley Dean Witter Services Company Inc.





By:

   ----------------------------



{PAGE}



                                                                    Exhibit 8(b)



                              SERVICES AGREEMENT



     AGREEMENT made as of the 17th day of April, 1995, and amended as of June

22, 1998, by and between Morgan Stanley Dean Witter Advisors Inc., a Delaware

corporation (herein referred to as "MSDW Advisors"), and Morgan Stanley Dean

Witter Services Company Inc., a Delaware corporation (herein referred to as

"MSDW Services").



     WHEREAS, MSDW Advisors has entered into separate agreements (each such

agreement being herein referred to as an "Investment Management Agreement")

with certain investment companies as set forth on Schedule A (each such

investment company being herein referred to as a "Fund" and, collectively, as

the "Funds") pursuant to which MSDW Advisors is to perform, or supervise the

performance of, among other services, administrative services for the Funds

(and, in the case of Funds with multiple portfolios, the Series or Portfolios

of the Funds (such Series and Portfolio being herein individually referred to

as "a Series" and, collectively, as "the Series"));



     WHEREAS, MSDW Advisors desires to retain MSDW Services to perform the

administrative services as described below; and



     WHEREAS, MSDW Services desires to be retained by MSDW Advisors to perform

such administrative services:



     Now, therefore, in consideration of the mutual covenants and agreements of

the parties hereto as herein set forth, the parties covenant and agree as

follows:



     1. MSDW Services agrees to provide administrative services to each Fund as

hereinafter set forth. Without limiting the generality of the foregoing, MSDW

Services shall (i) administer the Fund's business affairs and supervise the

overall day-to-day operations of the Fund (other than rendering investment

advice); (ii) provide the Fund with full administrative services, including the

maintenance of certain books and records, such as journals, ledger accounts and

other records required under the Investment Company Act of 1940, as amended

(the "Act"), the notification to the Fund and MSDW Advisors of available funds

for investment, the reconciliation of account information and balances among

the Fund's custodian, transfer agent and dividend disbursing agent and MSDW

Advisors, and the calculation of the net asset value of the Fund's shares;

(iii) provide the Fund with the services of persons competent to perform such

supervisory, administrative and clerical functions as are necessary to provide

effective operation of the Fund; (iv) oversee the performance of administrative

and professional services rendered to the Fund by others, including its

custodian, transfer agent and dividend disbursing agent, as well as accounting,

auditing and other services; (v) provide the Fund with adequate general office

space and facilities; (vi) assist in the preparation and the printing of the

periodic updating of the Fund's registration statement and prospectus (and, in

the case of an open-end Fund, the statement of additional information), tax

returns, proxy statements, and reports to its shareholders and the Securities

and Exchange Commission; and (vii) monitor the compliance of the Fund's

investment policies and restrictions.



     In the event that MSDW Advisors enters into an Investment Management

Agreement with another investment company, and wishes to retain MSDW Services

to perform administrative services hereunder, it shall notify MSDW Services in

writing. If MSDW Services is willing to render such services, it shall notify

MSDW Advisors in writing, whereupon such other Fund shall become a Fund as

defined herein.



     2. MSDW Services 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 MSDW Services shall be deemed to include

officers of MSDW Services and persons employed or otherwise retained by MSDW

Services (including officers and employees of MSDW Advisors, with the consent

of MSDW Advisors) to furnish services, statistical and other factual data,

information with respect to technical and scientific developments, and such

other information, advice and assistance as MSDW Services may desire. MSDW

Services shall maintain each Fund's records 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

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