INVESTMENT MANAGEMENT AGREEMENT



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

30, 1998 and May 1, 2000, by and between Morgan Stanley Dean Witter Information

Fund, 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'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 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 hereunder.

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