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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

BF001-00414


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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

F001-00415


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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.

LAY-G20 0 9 50

BF001-00416


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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.

LAY-G20 C)951

BF001-00417


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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

LBF001-00418



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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