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Private Wealth Management IvIORGA.IN"ST4.1 LEYDEAN GLITTER



  Account Number

Investment Management Fee Agreement Discretionary `~1

  JT T IJ J C.ofVi M



The undersigned ("Client") hereby authorizes Morgan

Stanley & Co. Incorporated ("Morgan Stanley") to act as

Client's agent and attorney-in-fact to manage the

Portfolio (as described below) in accordance with the

Investment Guidelines attached hereto. Morgan Stanley

shall reinvest any income from the Portfolio unless

otherwise instructed by Client.



Morgan Stanley's authority shall include performance of

clearance, settlement, custodial or other functions

incidental to transactions.



1. The Portfolio.

The Portfolio snail consist of the assets held in Account

# as well as any additions, income, receipts,

and proceeds (other than funds or securities disbursed).

Morgan Stanley will furnish Client a confirmation of any

sale or purchase made promptly after completion of any

Portfolio transaction. Client will be responsible for

notifying Morgan Stanley of any other changes to the

Portfolio, such as the addition of assets to the Portfolio

or the exclusion of assets from the Portfolio.



Client hereby represents that ;t has attached hereto a

copy of its Investment Guidelines, which are

incorporated by reference in this Agreement. Morgan

Stanley hereby represents that it has read and

understood such guidelines and will exercise limited

discretion granted in this Agreement only with respect to

trading in securities that meet such investment

guidelines. Morgan Stanley shall be permitted

conclusively to rely on and shall have no liability and

shall be fully protected in relying on any such

communication, or lack of such communication, in

performing any of its duties hereunder.



2. Compensation.

As compensation for the services rendered hereunder,

Morgan Stanley will charge an annual fee payable

quarterly in arrears based upon the average of the total

asset value of the Portfolio at the end of each month

during the quarter, and computed as follows:



Total Asset Value of the Portfolio Fee

Equities First $10,000,000 1 %

Equities Above $10,000,000 .75%

Fixed Income First $10,000,000 .40%



If Morgan Stanley shall serve for less than the whole of

any quarter, its fee shall be determined as provided

above on the basis of the total asset value of the

Portfolio on the termination date and each prior month

end (if any) during such quarter, and shall be paid on a

pro rata basis for the period of the calendar quarter

during which it served hereunder. Unless otherwise

agreed.to between Client and Morgan Stanley, Morgan

Stanley shall deduct its fee directly from Client's

account.



Client is aware that with Client's prior consent, Morgan

Stanley may act as principal in certain transactions

executed for Client's account. In transactions of this

type, Morgan Stanley will typically buy the securities

from Client at the prevailing bid price in the market and

sell the securities to Client at the prevailing asked price

in the market. The difference will be retained by Morgan

Stanley, and a portion may be remitted to the

Investments Representative. In addition, Client will be

responsible for fees associated with foreign exchange

transactions or conversions, and transaction fees or

charges imposed by regulatory bodies, such as the

Securities and Exchange Commission.



Client acknowledges receipt of a copy of Morgan

Stanley's Part II of its Form ADV.



a Check here if a fee and commission based

account, in which case:



Client will be responsible for brokerage commissions,

taxes and any other transaction-related and other

customary fees, and Client authorizes Morgan Stanley to

pay such expenses for its account. Client acknowledges

and consents to Morgan Stanley or any of its affiliates

acting as broker-dealer for Client's account whenever

permitted by applicable law. Client may be able to

obtain better executions of securities transactions a

broker-dealer other than Morgan Stanley or its affiliates

is used to execute Client's transactions.



Section 11(a) of the Securities Exchange Act of 1934

("1934 Act") generally prohibits exchange members from

effecting securities transactions on national securities

exchanges of which they are members for accounts

managed by the member or its associated persons (e.g.,

institutional discretionary accounts). Section 11(a) of the

1934 Act does not apply to any transaction for the

account of a natural person, the estate of a natural

person, or a trust created by a natural person for himself

or another natural person. In addition, section 11(a)



F6, F8 (Rev 1/00)



LAY G20 0948



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Investment Management Fee Agre.,nent



does not apply if the managed account authorizes the

member or associated person to effect such

transactions. If Client's account is subject to section

1 1(a) of the 1934 Act, it is agreed that, unless otherwise

instructed by Client in writing, Morgan Stanley may effect

such securities transactions and may retain

commissions in connection with effecting such

transactions for the Portfolio. Morgan Stanley will

furnish Client (if subject to section 11(a)) at least

annually a statement setting forth the total amount of

such commissions (or an estimate thereof) during the

period covered by the statement.



XX Check here if a fee-only account, in which

XX case:



Client will not be charged a commission on any

transaction executed by Morgan Stanley as agent.

Client acknowledges receipt of a copy of Morgan

Stanley's Schedule H to its Form ADV.



3. Agency Cross Transactions.

Client authorizes Morgan Stanley to purchase and sell

securities for the Portfolio in "agency cross transactions,"

which are portfolio transactions effected by Morgan

Stanley acting as broker for both the Portfolio account

and for the party on the other side of the transaction.

"Agency cross transactions" enable Morgan Stanley to

purchase or sell a block of securities at a set price and

r~•

possibly avoid an unfavorable price movement which

may be caused by entering the market with a sizable

purchase or sale order. It is Morgan Stanley's belief that

such transactions can provide meaningful benefits for its

clients. However, with respect to agency cross

transactions, Morgan Stanley may receive commissions

from, and may have a potentially conflicting division of

loyalties and responsibilities regarding, both parties to

such transactions. Morgan Stanley will send a written

confirmation to Client at or before the completion of each

such transaction which includes, among other things, a

statement of the date and nature of such transaction.

Annually, Morgan Stanley will send Client a written

disclosure statement identifying the total number of

"agency cross transactions" during the period since the

date of the last such statement and the total amount of

all commissions or other remuneration received or to be

received by Morgan Stanley during such period in

connection with such transactions. This consent and

authorization to execute agency cross transactions may

be revoked by Client at any time by written notice to

Morgan Stanley. This authorization will remain in effect

until revoked by Client.



4. Investment Companies.

in accordance with Morgan Stanley's rights and

responsibilities under this Agreement including, without

limitation, the provision of sweep services described in



Pace 2 of 6



Section 6 hereof, Morgan Stanley may invest assets of

the Portfolio in shares of investment companies

("Funds"). In connection with these investments, Client

acknowledges that: (a) it has received a copy of the

prospectus of each open-end Fund, which contains ....

detailed information regarding investment in such Fund,

including the fees and expenses; (b) Funds may execute

portfolio transactions through, and pay brokerage

commissions to, Morgan Stanley or its affiliates; (c)

Client has the ability to invest in shares of the Funds

directly without incurring costs additional to those set

forth in the Fund prospectuses; (d) Morgan Stanley may

receive distribution fees, shareholder servicing and other

fees from the Funds, and (e) the value of the shares of

the Funds held in the Portfolio will reflect the impact of

Fund expenses such as brokerage commissions, taxes

and other transaction-related fees, investment advisory

fees, custodial fees, administrative fees and other

expenses. Client understands and agrees that the fees

and costs paid to Morgan Stanley and its affiliates by

these Funds will be in addition to the compensation that

Client pays Morgan Stanley for its services under this

Agreement,



in addition, these investments ,ay include shares of

Funds to which Morgan Stanley or its affiliate acts as

investment advisor, administrator or in another capacity

("Affiliated Funds"). in such cases, Morgan Stanley or

its affiliate will receive investment advisory fees,

administrative or other fees from the Affiliated Funds

which are paid directly from assets held by such Funds

including, in the case of open-end Funds, Client's asse

invested therein by Morgan Stanley pursuant to this

Agreement.



5. Procedures and Understandings.

Morgan Stanley is the regular investment banker for a

number of major corporations and, from time to time,

performs investment banking services for other

companies as well. It is Morgan Stanley's belief that the

nature and range of clients to which Morgan Stanley

renders such investment banking services is such that it

would be inadvisable to exclude categorically all of these

companies from the Portfolio. Accordingly, unless Client

advises Morgan Stanley in writing to the contrary, it is

likely that securities in the Portfolio will include some of

the securities of corporations for which Morgan Stanley

performs investment banking services. Moreover, the

Portfolio may include the securities of companies in

which Morgan Stanley makes a market or in which

Morgan Stanley or the officers or employees of Morgan

Stanley own securities.



To comply with various regulatory requirements, there

are periods when Morgan Stanley will not initiate or

recommend certain types of transactions in the

securities of companies for which Morgan Stanley is



LAY-G20 0949



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investment Management Fee Agre .. nent



performing investment banking services, and Client will

not be advised of that fact. For example, during certain

periods when Morgan Stanley is engaged in an

underwriting or other distribution of securities of a

company, Morgan Stanley may be prohibited from

purchasing or recommending the purchase of certain

securities of that company for its clients.

Notwithstanding the circumstances described above,

Client, on its own initiative, may place orders for specific

securities transactions in Client's account.



In certain instances, Morgan Stanley may place a large

order to purchase or sell a particular security for the

Portfolio and the accounts of several other clients.

Because of prevailing market conditions, it is frequently

not possible to receive the same price or time of

execution for all of the securities purchased or sold.

When this occurs, Morgan Stanley will average the

various prices and charge or credit the Portfolio's

account with the average price. In such instances, the

confirmation for the applicable transaction will disclose

the average once. Upon request, Morgan Stanley will

make the underlying records reflecting the actual

transactions available for Client's inspection. Morgan

Stanley shall not be obligated to give the Portfolio

treatment that is more favorable than or preferential io

that provided to its other accounts or clients.



The authority granted herein to buy and sell securities

shall not be impaired or affected by the fact that Morgan

Stanley may be buying or selling under similar

discretionary authority from others. Client agrees that

Morgan Stanley may give advice and take action in the

performance of its duties with respect to any of its other

clients that may differ from the timing or nature of action

taken with respect to the Portfolio. Morgan Stanley shall

not be under any obligation to purchase or sell for the

Portfolio any security that Morgan Stanley, its officers, or

employees may purchase or sell for its or their own

accounts or purchase or sell or recommend for purchase

or sale for the account of another client if, in the sole

discretion of Morgan Stanley, such action is not practical

or desirable for the Portfolio.



In the course of investment banking or other activities,

Morgan Stanley and its affiliates may acquire

confidential or material non-public information. Client

acknowledges and agrees that Morgan Stanley is not

free to divulge to Client or to act upon such information

with respect to its performance of this Agreement.



6. Sweep Service.

Client acknowledges that Morgan Stanley, in exercising

its discretion under this Agreement, may use tree credit

balances in the Portfolio to purchase shares of the

registered investment companies designated by Client

below and to redeem those shares for the purpose of



cage 3 of



investing in other securities. Such purchases may be

made automatically or manually, depending on the

registered investment companies designated. When

Client funds are invested in the funds listed below,

Morgan Stanley or its affiliates may receive certain fees

in connection with services provided by Morgan Stanley

or its affiliates to certain funds. Client acknowledges

receipt of copies of the prospectuses for the funds which

are purchased hereunder. The prospectuses contain

additional terms governing this sweep service. Subject

to applicable law, the prospectuses may be amended at

any time without Client's prior consent.



7. Proxies.

It is understood that, notwithstanding the delegation to

Morgan Stanley of investment discretion over the

Portfolio pursuant to this Agreement, unless Client

specifically requests otherwise, Client specifically has

reserved to itself, and Morgan Stanley has not accepted

discretion with respect to and will not exercise, any right

to vote proxies arising in association with assets in the

Portfolio. Morgan Stanley will forward any proxy

materials that pertain to assets in the Portfolio at the

direction of the Client.



8. Authorized Persons.

If Client is not an individual, Client has provided Morgan

Stanley with a certificate of its Secretary or other

appropriate person setting forth the names and

specimen signatures of all the individuals (the

"Authorized Persons") who are authorized to act on

behalf of Client with respect to the Portfolio, and

promptly after any change therein, Client will supply a

revised list of Authorized Persons and evidence of the

authority for such a change. The one or more

individuals executing this Agreement for Client are

Authorized Persons. Morgan Stanley shall not be liable

and shall be fully protected in relying upon any notice,

instruction or other communication that Morgan Stanley

reasonably believes (based on the most recent

certificate supplied by Client) to have been given by an

Authorized Person.



9. Limit of Liability/Indemnity.

(a) Client may file with Morgan Stanley a written

objection to any act or transaction undertaken by

Morgan Stanley pursuant to this agreement within a

penod of five (5) days from the date of receipt of a

confirmation slip or Portfolio statement relating thereto.

Except with respect to any such act or transaction to

which Client so objects, Morgan Stanley shall, to the

fullest extent permitted by law, upon the expiration of

such period, be forever released and discharged from

any liability or accountability to the Client or any other

person as respects the propriety of any such act or

transaction.



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'Investment Management Fee Agre-nent



(b( To the fullest extent permitted by law, Client agrees

to indemnify and hold Morgan Stanley harmless from,

and to pay Morgan Stanley promptly on demand, any

and all losses, damages, liabilities, excise taxes, civil

penalties, demands, charges and claims of any kind,

however denominated, arising from or related to: (i)

Morgan Stanley's acts, omissions, transactions, duties,

obligations or responsibilities hereunder (except to the

extent caused by Morgan Stanley's gross negligence or

intentional misconduct); and/or (ii) acts, omissions,

transactions, duties, obligations or responsibilities of

Client.



10. Assignment; Termination.

This Agreement shall not be assigned without. Client's

consent and, if Client is an individual, the powers

conferred upon Morgan Stanley hereunder shall not be

affected by the subsequent disability or incompetence of

Client. This Agreement may be terminated by either

party at any time. Upon termination, any trade executed

but not settled prior to such termination will be honored.



  11. Choice of Dispute Resolution.

  ANY DISPUTE CLIENT MAY HAVE WITH MORGAN

STANLEY ARISING OUT OF, RELATING TO OR IN

CONNECTION WITH CLIENT'S BUSINESS, ANY

TRANSACTION OR CONTRACT BETWEEN THE

PARTIES TO THIS AGREEMENT OR THIS

AGREEMENT SHALL BE DETERMINED BY

ARBITRATION OR LITIGATION IN COURT AT THE

ELECTION OF CLIENT. REGARDLESS OF WHETHER

CLIENT CHOOSES TO PROCEED BY ARBITRATION

OR LITIGATION, MORGAN STANLEY AND CLIENT

AGREE TO FOLLOW THE PROCEDURES, AND

ABIDE BY THE REQUIREMENTS. LISTED BELOW.



Arbitration:

Arbitration is final and binding on the parties.

The parties are waiving their right to seek

remedies in court, including the right to jury trial.

Pre-arbitration discovery is generally more

limited than and different from court proceedings.



• The arbitrators' award is not required to include

factual findings or legal reasoning and any party's

right to appeal or to seek modification of rulings by

the arbitrators is strictly limited.



  The panel of arbitrators will typically include a

minority of arbitrators who were or are affiliated with

the securities industry.



ANY ARBITRATION SHALL BE CONDUCTED ONLY

BEFORE THE NEW YORK STOCK EXCHANGE, INC.,



Page 4 of 6



THE AMERICAN STOCK EXCHANGE, INC., THE

NATIONAL ASSOCIATION OF SECURITIES

DEALERS, INC., OR ANY OTHER

SELF-REGULATORY ORGANIZATION OF WHICH

MORGAN STANLEY IS A MEMBER. CLIENT HAS THE

RIGHT TO ELECT ONE OF THE F=OREGOING

ORGANIZATIONS, BUT IF CLIENT FAILS TO MAKE

SUCH ELECTION BY CERTIFIED LETTER

ADDRESSED TO MORGAN STANLEY AT THE

OFFICE WHERE CLIENT MAINTAINS ITS ACCOUNT,

BEFORE THE EXPIRATION OF F IVE DAYS Ar i1 ER

RECEIPT OF A WRITTEN REQUEST FROM MORGAN

STANLEY TO MAKE SUCH ELECTION, THEN

MORGAN STANLEY MAY MAKE SUCH ELECTION.

NOTHING IN THIS AGREEMENT SHALL BE

CONSTRUED AS CONSENT BY MORGAN STANLEY

TO AN AWARD OF PUNITIVE DAMAGES. THE

AWARD OF THE ARBITRATORS, OR THE MAJORITY

OF THEM, SHALL BE FINAL, AND JUDGMENT UPON

THE AWARD RENDERED MAY B E ENTERED IN ANY

COURT. STATE OR FEDERAL, HAVING

JURISDICTION.



No person shall bring a putative or certified class

action to arbitration, nor seek to enforce any pre-

dispute arbitration agreement against any person

who has initiated in court a putative class action;

who is a member of a putative class who has not

opted out of the class with respect to any claims

encompassed by the putative class action until:



(I) The class certification is denied;



(II) The class is decertified; or



(Ill) Client is excluded from the class by the court.



Such forbearance to enforce an agreement to

arbitrate shall not constitute a waiver of any rights

under this agreement except to the extent stated

herein.



Litigation in Court:



UNLESS THE PARTIES OTHERWISE AGREE IN

WRITING, WHEN ANY DISPUTE ARISES, ANY

LITIGATION MUST BE INSTITUTED IN THE UNITED

STATES DISTRICT COURT FOR THE SOUTHERN

DISTRICT OF NEW YORK OR THE SUPREME COURT

OF THE STATE OF NEW YORK FOR THE COUNTY

OF NEW YORK. ANY RIGHT TO TRIAL BY JURY

WITH RESPECT TO ANY CLAIM OR ACTION IS

HEREBY WAIVED BY ALL PARTIES TO THIS

AGREEMENT.



12. Representations by Client.



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investment Management Fee Agre-anent



Client represents that the terms hereof do not violate any

obligation by which Client is bound, whether arising by

contract, operation of law, or otherwise, and that. if

required, (i) this contract has been duly authorized by

appropriate action and is binding upon Client in

accordance with its terms, and (ii) Client will deliver to

Morgan Stanley such evidence of such authority as

Morgan Stanley reasonably may require, whether by

way of a certified resolution, trust agreement, or

otherwise. Client represents that it owns the securities

that constitute the Portfolio on the date hereof free and

clear of any lien, claims, encumbrances or transfer

restrictions (including transfer restrictions imposed under

the securities laws or by contract).



13. Customer's Agreement.

In the event that Client has signed a Customer's

Agreement, this agreement supplements such

Customer's Agreement and shall in no event be deemed

to abrocate or in any other way diminish any of Morgan

Stanley's rights under said Customer's Agreement:

provided. however. that in the event of any conflict

between the terms of this agreement anc the terms of

the Customer's Agreement, the provisions of the

Customer Agreement shall prevail.



14. Governing Law.

This Agreement shall be governed by, and construed in

accordance with, the laws of the State of New York

without reference to the principles of conflicts of law,



INITIAL LINE BELOW IF AUTHORITY IS BEING

GRANTED TO EFFECT MARGIN TRANSACTIONS.



Morgan Stanley is authorized to purchase securities on

margin for the Portfolio.



Sweep Service Selection

Indicate below Client's choice of sweep service including

name of fund selected.



21 Morgan Stanley Dean Witter Institutional Fund

/~~ ov . W"~

Name of Fund



  Reich & Tang



Name of Fund



Pace 5 of 6



  Other



Name of Fund



Notice: this agreement contains a pre-dispute

arbitration clause in section 1 7.



By,



Dale

Agreed and Accepted:

MORGAN STANLEY & CO. INCORPORATED

By.



Signature

Title



Date



INVESTMENT GUIDELINES



If Full Discretion:



Morgan Stanley shall manage the Portfolio in such

manner as Morgan Stanley may deem advisable, with

full investment authority and discretion, on Client's

behalf and at Client's risk, to purchase, sell, sell short,

tender, exchange, convert, write, exercise and trade in.

securities or options of such type, in such amounts, at

such prices and in such manner that Morgan Stanley

may deem advisable, including on margin. In this

Agreement, the term "securities" shall include stocks,

mutual funds, bonds, debentures, notes, other evidences



LAY-G20 0952



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'Investment Management Fee AgrE_.nent Page 6 of 6



of indebtedness, put and call option contracts,

subscription rights, warrants, certificates of deposit,

mortgages, commercial paper, partnership interests or

any other instrument of any kind in the nature of a

security whether represented by trust participations or

other certificates or otherwise.



LAY-G20 0953



-BF001-00419