Exhibit 10.01


                              MANAGEMENT AGREEMENT

     THIS  AGREEMENT,  made as of the 6th day of  November,  1998  among  MORGAN
STANLEY DEAN WITTER CHARTER  GRAHAM L.P., a Delaware  limited  partnership  (the
"Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General  Partner"),  and GRAHAM CAPITAL  MANAGEMENT,  L.P., a Delaware  limited
partnership (the "Trading Advisor").


                              W I T N E S S E T H:

     WHEREAS,  the  Partnership  has  been  organized  pursuant  to the  Limited
Partnership  Agreement  dated  as of July 15,  1998  (the  "Limited  Partnership
Agreement"), to trade, buy, sell, spread, or otherwise acquire, hold, or dispose
of  commodities   (which  may  include   foreign   currencies,   mortgage-backed
securities,  money  market  instruments,  financial  instruments  and any  other
securities  or items which are now, or may  hereafter be, the subject of futures
contract trading),  domestic and foreign commodity futures contracts,  commodity
forward contracts, foreign exchange commitments, options on physical commodities
and on futures contracts, spot (cash) commodities and currencies, and any rights
pertaining thereto (hereinafter referred to collectively as "futures interests")
and securities  (such as United States Treasury bills) approved by the Commodity
Futures Trading Commission (the "CFTC") for investment of customer funds;

     WHEREAS, the Partnership is a member partnership of the Morgan Stanley Dean
Witter  Charter  Series  (the "Fund  Group")  pursuant to which units of limited
partnership  interest  ("Units")  of such  member  partnerships  will be sold to
investors in a common  prospectus.  Units of the  Partnership  are being offered
pursuant to a  Registration  Statement on Form S-1 (No.  333-60115)  (as amended
from time to time, the "Registration  Statement") filed under the Securities Act
of 1933,  as  amended  (the  "Securities  Act"),  and a final  Prospectus  dated
November 6, 1998", constituting a part thereof (as amended and supplemented from
time to time)  (the  "Prospectus").  Such  Units can be  exchanged  by a limited
partner  of a member  partnership  of the Fund  Group for Units of other  member
partnerships  of the Fund Group at 100% of the  respective  Net Asset  Value (as
defined in Section 7(d)(2) of the Limited Partnership Agreement) thereof;

     WHEREAS,  the Trading Advisor has extensive  experience  trading in futures
interests  and is willing to provide  certain  services  and  undertake  certain
obligations as set forth herein;

     WHEREAS,  the  Partnership  desires the  Trading  Advisor to act as trading
advisor for the  Partnership  and to make  investment  decisions with respect to
futures  interests for the  Partnership's Net Assets (as defined in Section 6(c)
hereof) and the Trading Advisor desires so to act; and

     WHEREAS, the Partnership,  the General Partner and the Trading Advisor wish
to enter into this Management  Agreement which,  among other things,  sets forth
certain terms and conditions upon which the Trading Advisor will conduct futures
interests trading for the Partnership;

     NOW THEREFORE, the parties hereto hereby agree as follows:

     1.   UNDERTAKINGS IN CONNECTION WITH THE INITIAL AND CONTINUING OFFERING OF
          UNITS.

     (a) The Trading  Advisor  agrees with respect to the initial and continuing
offering of Units: (i) to make all disclosures  regarding itself, its principals
and affiliates, its trading performance, its trading programs, systems, methods,
and strategies (subject to the need, in the reasonable discretion of the Trading
Advisor,  to preserve the secrecy of  proprietary  information  concerning  such
programs,  systems, methods, and strategies),  any client accounts over which it
has discretionary  trading authority (other than the names of any such clients),
and otherwise,  as the  Partnership  may  reasonably  require to comply with any
applicable  federal or state law or rule or regulation,  including  those of the
Securities and Exchange  Commission (the "SEC"),  the CFTC, the National Futures
Association (the "NFA"), the National  Association of Securities  Dealers,  Inc.
(the  "NASD")  or any  other  regulatory  body,  exchange,  or  board;  and (ii)
otherwise to  cooperate  with the  Partnership,  the General  Partner,  and Dean
Witter Reynolds Inc., the selling agent for the Partnership ("DWR") by providing
information regarding the Trading Advisor in connection with the preparation and
filing of the  Registration  Statement  and  Prospectus,  including  any  pre-or
post-effective amendments or supplements thereto, with the SEC, CFTC, NFA, NASD,
and with appropriate  governmental authorities as part of making application for
registration  of the  Units  under  the  securities  or  Blue  Sky  laws of such
jurisdictions as the Partnership may deem appropriate.  As used herein, the term
"principal"  shall have the meaning as defined in Section  4.10(e) of the CFTC's
Regulations  and the term  "affiliate"  shall mean an  individual or entity that
directly or indirectly  controls,  is controlled  by, or is under common control
with, the Trading Advisor.

     (b) The General  Partner,  in its sole  discretion  and at any time may (i)
withdraw the SEC  registration of the Units, or (ii) discontinue the offering of
Units.

     (c) If, while Units  continue to be offered and sold,  the Trading  Advisor
becomes  aware of any  materially  untrue or  misleading  statement  or omission
regarding  itself or any of its  principals or  affiliates  in the  Registration
Statement  or  Prospectus,  or of the  occurrence  of any  event  or  change  in
circumstances  which  would  result  in there  being  any  materially  untrue or
misleading  statement or omission in the  Registration  Statement or  Prospectus
regarding  itself or any of its  principals or affiliates,  the Trading  Advisor
shall  promptly  notify the General  Partner and shall  cooperate with it in the
preparation  of any necessary  amendments  or  supplements  to the  Registration
Statement or Prospectus.  Neither the Trading Advisor nor any of its principals,
or affiliates,  or any stockholders,  officers,  directors, or employees thereof
shall  distribute  the  Prospectus or selling  literature or shall engage in any
selling  activities  whatsoever in connection  with the  continuing  offering of
Units except as may be specifically requested by the General Partner.

     2.   DUTIES OF THE TRADING ADVISOR.

     (a) The Trading  Advisor  hereby  agrees to act as Trading  Advisor for the
Partnership  and, as such,  shall have sole  authority  and  responsibility  for
directing the investment and  reinvestment  of the Net Assets of the Partnership
on the terms and conditions and in accordance with the  prohibitions and trading
policies set forth in this Agreement, or the Prospectus or as otherwise provided
in writing to the Trading Advisor;  PROVIDED,  HOWEVER, that the General Partner
may override the instructions of the Trading Advisor to the extent necessary (i)
to comply  with the  trading  policies of the  Partnership  and with  applicable
speculative  position limits, (ii) to pay the Partnership's  expenses,  (iii) to
the extent the General Partner believes doing so is necessary for the protection
of the  Partnership,  (iv) to  terminate  the futures  interests  trading of the
Partnership, or (v) to comply with any applicable law or regulation. The General
Partner agrees not to override any such  instructions for the reasons  specified
in clause (ii) of the  preceding  sentence  unless the Trading  Advisor fails to
comply with a request of the  General  Partner to make the  necessary  amount of
funds  available to the  Partnership  within five calendar days of such request.
The Trading Advisor shall not be liable for the  consequences of any decision by
the General Partner to override  instructions of the Trading Advisor,  except to
the  extent  that  the  Trading  Advisor  is in  breach  of this  Agreement.  In
performing services for the Partnership,  the Trading Advisor may not materially
alter the  trading  program(s)  used by the  Trading  Advisor in  investing  and
reinvesting the  Partnership's  Net Assets in futures  interests as described in
the  Prospectus  without the prior written  consent of the General  Partner,  it
being  understood  that  changes in the futures  interests  traded  shall not be
deemed an alteration in the Trading Advisor's trading program(s).

     (b) The Trading Advisor shall:

          (i) Exercise good faith and due care in trading futures  interests for
     the account of the  Partnership  in accordance  with the  prohibitions  and
     trading  policies of the  Partnership  described in the  Prospectus  and as
     otherwise  provided in writing to the Trading Advisor.  The Trading Advisor
     shall trade the  Partnership's Net Assets pursuant to the specified trading
     program(s)  described in the Prospectus (with such changes and additions to
     such  trading  program(s)  as the  Trading  Advisor,  from  time  to  time,
     incorporates  into its  trading  program(s)  for  accounts  the size of the
     Partnership),  unless the  Trading  Advisor is  instructed  by the  General
     Partner to trade the  Partnership's  Net Assets pursuant to any one or more
     of  the  Trading   Advisor's  other  trading  programs   described  in  the
     Prospectus.

          (ii)  Subject  to  reasonable  assurances  of  confidentiality  by the
     General Partner and the Partnership, provide the General Partner, within 30
     calendar  days  of  a  request  therefor  by  the  General  Partner,   with
     information  comparing the performance of the Partnership's account and the
     performance of all other client  accounts  directed by the Trading  Advisor
     using the trading  programs used by the Trading Advisor for the Partnership
     over a specified period of time. In providing such information, the Trading
     Advisor may take such steps as are necessary to assure the  confidentiality
     of the Trading Advisor's  clients'  identities.  The Trading Advisor shall,
     upon the  General  Partner's  request,  consult  with the  General  Partner
     concerning any discrepancies between the performance of such other accounts
     and the  Partnership's  account.  The Trading Advisor shall promptly inform
     the  General  Partner of any  material  discrepancies  of which the Trading
     Advisor is aware. The General Partner  acknowledges  that different trading
     programs,   strategies  or  implementation  methods  may  be  utilized  for
     different  accounts,  accounts with different  trading  policies,  accounts
     experiencing  differing  inflows  or  outflows  of  equity,  accounts  that
     commence  trading  at  different  times,   accounts  which  have  different
     portfolios or different fiscal years and accounts with different  expenses,
     leverage  and interest  arrangements  and that such  differences  may cause
     divergent trading results.

          (iii) Upon  request of the General  Partner and subject to  reasonable
     assurances of  confidentiality  by the General Partner and the Partnership,
     provide the General  Partner with all material  information  concerning the
     Trading  Advisor other than  proprietary  information  (including,  without
     limitation,  information relating to changes in control, personnel, trading
     approach,  or financial  condition).  The General Partner acknowledges that
     all  trading  instructions  made  by the  Trading  Advisor  will be held in
     confidence  by the  General  Partner,  except to the  extent  necessary  to
     conduct the business of the Partnership or as required by law.

          (iv)  Inform the  General  Partner  when the  Trading  Advisor's  open
     positions  maintained by the Trading  Advisor exceed the Trading  Advisor's
     applicable speculative position limits.

     (c) All purchases and sales of futures interests pursuant to this Agreement
shall be for the account,  and at the risk, of the  Partnership  and not for the
account,  or at the risk,  of the  Trading  Advisor or any of its  stockholders,
directors, officers, or employees, or any other person, if any, who controls the
Trading  Advisor  within the meaning of the  Securities  Act. All brokerage fees
arising  from  trading by the  Trading  Advisor  shall be for the account of the
Partnership.  The Trading  Advisor  makes no  representations  as to whether its
trading will produce profits or avoid losses.

     (d) Notwithstanding anything in this Agreement to the contrary, the Trading
Advisor shall assume financial responsibility for any errors committed or caused
by it in transmitting  orders for the purchase or sale of futures  interests for
the Partnership's account,  including,  but not limited to, payment of the floor
brokerage commissions,  exchange and NFA fees, and other transaction charges and
give-up  charges  incurred  on such  trades in an amount not to exceed the total
out-of-pocket  costs associated  therewith.  The Trading  Advisor's errors shall
include,   but  not  be  limited  to,  inputting  improper  trading  signals  or
communicating  incorrect orders for execution.  The Trading Advisor shall not be
responsible for errors committed or caused by DWR, Carr Futures, Inc. ("CFI") or
any other floor broker or futures  commission  merchant  executing  trades.  The
Trading  Advisor  shall have an  affirmative  obligation  promptly to notify the
General  Partner of its own errors,  and the Trading  Advisor shall use its best
efforts to identify  and  promptly  notify the  General  Partner of any order or
trade  which  the  Trading  Advisor  reasonably  believes  was not  executed  in
accordance with its instructions.

     (e) Prior to the commencement of trading,  the General Partner on behalf of
the  Partnership  shall deliver to the Trading  Advisor a trading  authorization
appointing  the Trading  Advisor  the  Partnership's  attorney-in-fact  for such
purpose.

     3.   DESIGNATION OF ADDITIONAL  TRADING  ADVISORS AND  REALLOCATION  OF NET
          ASSETS.

     If the General  Partner at any time deems it to be in the best interests of
the Partnership, the General Partner may designate an additional trading advisor
or advisors for the  Partnership  and may apportion to such  additional  trading
advisor(s) the  management of such amounts of Net Assets as the General  Partner
shall  determine in its absolute  discretion.  The  designation of an additional
trading  advisor or  advisors  and the  apportionment  of Net Assets to any such
trading  advisor(s)  pursuant to this  Section 3 shall  neither  terminate  this
Agreement nor modify in any regard the respective  rights and obligations of the
Partnership,  the General Partner and the Trading Advisor hereunder with respect
to the assets that remain under the  management of the Trading  Advisor.  In the
event that an additional  trading advisor is so designated,  the Trading Advisor
shall thereafter receive management and incentive fees based,  respectively,  on
that portion of the Net Assets  managed by the Trading  Advisor and that portion
of the Trading Profits (as defined in Section 6(d) hereof) properly attributable
to the trading done by the Trading Advisor.

     4.   TRADING ADVISOR INDEPENDENT.

     For all purposes of this Agreement,  the Trading Advisor shall be deemed to
be an independent  contractor and shall,  unless  otherwise  expressly  provided
herein or authorized,  have no authority to act for or represent the Partnership
in any way or otherwise be deemed an agent of the Partnership. Nothing contained
herein shall be deemed to require the Partnership to take any action contrary to
the Limited Partnership Agreement, the Certificate of Limited Partnership of the
Partnership  as from  time  to  time in  effect  (the  "Certificate  of  Limited
Partnership"),  or any  applicable  law or rule or regulation of any  regulatory
body, exchange,  or board. Nothing herein contained shall constitute the Trading
Advisor as a member of any partnership, joint venture, association, syndicate or
other  entity  with the  Partnership  or the  General  Partner,  or,  except  as
otherwise specifically provided in this Agreement, be deemed to confer on any of
them any express,  implied,  or apparent  authority to incur any  obligation  or
liability  on behalf of any  other.  It is  expressly  agreed  that the  Trading
Advisor  is  neither  a  promoter,  sponsor,  nor  issuer  with  respect  to the
Partnership.

     5.   COMMODITY BROKERS.

     The Trading Advisor shall effect all transactions in futures  interests for
the  Partnership  through,  and shall  maintain a separate  account  with,  such
commodity broker or brokers as the General Partner shall direct.  At the present
time, DWR shall act as the  non-clearing  commodity  broker and CFI shall act as
the clearing  commodity  broker for the  Partnership.  The General Partner shall
provide the Trading Advisor with copies of brokerage statements. Notwithstanding
that CFI shall act as the clearing  commodity  broker for the  Partnership,  the
Trading  Advisor may  execute  trades  through  floor  brokers  other than those
employed  by CFI so long as  arrangements  are made for such  floor  brokers  to
"give-up" or transfer the  positions to CFI and provided  that the rates charged
by such floor brokers have been approved in writing by DWR. The Trading  Advisor
will not be responsible for paying give-up fees at rates approved by DWR.

     6.   FEES.

     (a) For the  services  to be  rendered  to the  Partnership  by the Trading
Advisor under this Agreement,  the Partnership shall pay the Trading Advisor the
following fees:

          (i) A monthly  management fee, without regard to the  profitability of
     the Trading Advisor's trading for the Partnership's  account, equal to 1/12
     of 2% (a 2% annual rate) of the  Partnership's  "Net Assets" (as defined in
     Section  6(c)) as of the  opening  of  business  on the  first  day of each
     calendar month,  commencing with the month in which the Partnership  begins
     to  receive  trading  advice  from the  Trading  Advisor  pursuant  to this
     Agreement.

          (ii) A monthly incentive fee equal to 20% of the "Trading Profits" (as
     defined in Section 6(d))  experienced  by the  Partnership as of the end of
     each calendar month.

     (b) If this  Agreement is terminated on a date other than the last day of a
month,  the incentive  fee  described  above shall be determined as if such date
were the end of a month.  If this  Agreement is  terminated on a date other than
the end of a month,  the management fee described  above shall be prorated based
on the ratio of the  number of  trading  days in the month  through  the date of
termination  to the total  number of trading days in the month.  If,  during any
month after the Partnership commences trading operations (including the month in
which the  Partnership  commences such  operations),  the  Partnership  does not
conduct  business  operations,  or  suspends  trading  for  the  account  of the
Partnership  managed  by the  Trading  Advisor,  or,  as a  result  of an act or
material failure to act by the Trading  Advisor,  is otherwise unable to utilize
the  trading  advice of the Trading  Advisor on any of the trading  days of that
period for any reason,  the  management  fee  described  above shall be prorated
based on the  ratio  of the  number  of  trading  days in the  month  which  the
Partnership account managed by the Trading Advisor engaged in trading operations
or utilized  the trading  advice of the Trading  Advisor to the total  number of
trading days in the month.

     (c) As used  herein,  the term "Net  Assets"  shall  have the same  meaning
ascribed thereto in Section 7(d)(1) of the Limited Partnership Agreement.

     (d) As used  herein,  the term  "Trading  Profits"  shall mean net  futures
interests trading profits (realized and unrealized)  earned on the Partnership's
Net Assets,  decreased by the monthly  management  fees,  brokerage fees and any
transaction  fees and costs,  if any, not included in the brokerage  fees;  with
such trading  profits and items of decrease  determined from the end of the last
calendar  month in which an incentive fee was earned by the Trading  Advisor or,
if no incentive fee has been earned previously by the Trading Advisor,  from the
date that the Partnership  commenced trading to the end of the month as of which
such  incentive fee  calculation  is being made.  Extraordinary  expenses of the
Partnership,  if any, will not be deducted in determining  Trading  Profits.  No
incentive fee will be paid on interest income earned by the Partnership.

     (e) If any  payment of  incentive  fees is made to the  Trading  Advisor on
account of Trading  Profits and the  Trading  Advisor  thereafter  fails to earn
Trading Profits or experiences  losses for any subsequent  incentive period, the
Trading  Advisor  shall be  entitled to retain such  amounts of  incentive  fees
previously  paid to the  Trading  Advisor in respect  of such  Trading  Profits.
However,  no subsequent  incentive fees shall be payable to the Trading  Advisor
until the Partnership has again earned Trading Profits; PROVIDED,  HOWEVER, that
if the  Partnership's Net Assets are reduced or increased because of redemptions
or additions that occur at the end of, or subsequent to, an incentive  period in
which the Trading  Advisor  experiences a futures  interests  trading loss,  the
trading  loss for that  incentive  period  which  must be  recovered  before the
Trading  Advisor will be deemed to experience  Trading  Profits will be equal to
the amount  determined by (x) dividing the  Partnership's  Net Assets after such
increase or decrease by the  Partnership's  Net Assets  immediately  before such
increase  or decrease  and (y)  multiplying  that  fraction by the amount of the
unrecovered  futures  interests  trading loss  experienced in the month prior to
such  increase or  decrease.  In the event that the  Partnership  experiences  a
futures  interests trading loss in more than one month without the payment of an
intervening  incentive  fee and the  Partnership's  Net Assets are  increased or
reduced in more than one such month because of  redemptions  or additions,  then
the trading  loss for each such month shall be adjusted in  accordance  with the
formula  described  above  and such  increased  or  reduced  amount  of  futures
interests  trading loss shall be carried  forward and used to offset  subsequent
futures interests trading profits.

     (f) The  Partnership  will remit the  management  and incentive fees to the
Trading Advisor as soon as  practicable,  but in no event later than 30 days, in
the case of the  management  fee, or 45 days, in the case of the incentive  fee,
after  the  month-end  as of  which  they  are due,  together  with an  itemized
statement showing the calculations.

     7.   TERM.

     This  Agreement  shall  continue  in effect  until  December  31, 2001 (the
"Initial  Termination Date"). If this Agreement is not terminated on the Initial
Termination   Date,  as  provided  for  herein,   then,   this  Agreement  shall
automatically  renew for an  additional  one-year  period and shall  continue to
renew  for  additional  one-year  periods  until  this  Agreement  is  otherwise
terminated,  as  provided  for herein.  At least 30  calendar  days prior to the
expiration of the Initial Termination Date or any subsequent one-year period, as
the case may be, the Trading  Advisor may terminate this Agreement at the end of
the current  period by providing  written notice to the  Partnership  indicating
that the Trading  Advisor desires to terminate this Agreement at the end of such
period. This Agreement shall also terminate if the Partnership  terminates.  The
Partnership  shall have the right to terminate  this Agreement at its discretion
(a) at any month-end  upon 5 calendar  days' prior written notice to the Trading
Advisor or (b) at any time upon written  notice to the Trading  Advisor upon the
occurrence  of any of the  following  events:  (i) if Ken Tropin  ceases for any
reason to be an active  executive  officer of the Trading  Advisor;  (ii) if the
Trading Advisor becomes  bankrupt or insolvent;  (iii) if the Trading Advisor is
unable to use its trading programs,  systems or methods as in effect on the date
hereof  and as  refined  and  modified  in the  future  for the  benefit  of the
Partnership;  (iv) if the registration,  as a commodity trading advisor,  of the
Trading  Advisor  with  the  CFTC  or  its  membership  in the  NFA is  revoked,
suspended,  terminated,  or not renewed, or limited or qualified in any respect;
(v) except as provided in Section 12 hereof,  if the Trading  Advisor  merges or
consolidates with, or sells or otherwise transfers its advisory business, or all
or a  substantial  portion of its assets,  any portion of its futures  interests
trading  programs,  systems or methods,  or its goodwill,  to any  individual or
entity;   (vi)  if  the  Net  Asset  value  of  a  Unit,   after  adjusting  for
distributions,  if any,  shall be less than  $5.00;  (vii) if, at any time,  the
Trading  Advisor  materially  violates  any  trading  or  administrative  policy
described  in the  Prospectus  or  otherwise  provided in writing to the Trading
Advisor by the General Partner, except with the prior express written consent of
the General Partner; or (viii) if the Trading Advisor fails in a material manner
to perform any of its obligations under this Agreement.  The Trading Advisor may
terminate this Agreement at any time, upon written notice to the Partnership, in
the event: (i) that the General Partner imposes additional trading limitation(s)
(not in effect on the date hereof) in the form of one or more  trading  policies
or administrative policies which the Trading Advisor does not agree to follow in
its management of the Partnership's Net Assets; (ii) the General Partner objects
to the Trading  Advisor  implementing a proposed  material change in the Trading
Advisor's  trading  program(s)  used  by the  Partnership  and  Trading  Advisor
certifies to the General  Partner in writing that it believes  such change is in
the best interests of the  Partnership;  (iii) the General  Partner  overrides a
trading   instruction  of  the  Trading  Advisor  for  reasons  unrelated  to  a
determination  by the General  Partner that the Trading Advisor has violated the
Partnership's  trading policies and the Trading Advisor certifies to the General
Partner in writing that as a result the Trading Advisor believes the performance
results of the Trading Advisor  relating to the  Partnership  will be materially
adversely affected;  (iv) the Partnership materially breaches this Agreement and
does not  correct  the breach  within 10  business  days of receipt of a written
notice of such breach from the Trading  Advisor;  or (v) the Trading Advisor has
amended  its  trading  program to include a foreign  futures or option  contract
which may  lawfully  be traded by the  Partnership  under CFTC  regulations  and
counsel,  mutually acceptable to the parties, has not opined that such inclusion
would cause adverse tax consequences to Limited Partners and the General Partner
does  not  consent  to the  Trading  Advisor's  trading  such  contract  for the
Partnership  within 5 business days of a written  request by the Trading Advisor
to do so, or, if such consent is given, does not make arrangements to facilitate
such trading within 90 calendar days of such notice;  or (vi) the  Partnership's
Net Assets fall below $1,000,000 at any time.

     The indemnities set forth in Section 8 hereof shall survive any termination
of this Agreement.

     8.   STANDARD OF LIABILITY; INDEMNIFICATIONS.

     (a)  LIMITATION  OF TRADING  ADVISOR  LIABILITY.  In respect of the Trading
Advisor's role in the futures  interests  trading of the  Partnership's  assets,
none of the Trading Advisor,  or its controlling  persons,  its affiliates,  and
their respective  directors,  officers,  shareholders,  employees or controlling
persons  shall be liable to the  Partnership  or the  General  Partner  or their
partners, officers,  shareholders,  directors or controlling persons except that
the Trading  Advisor  shall be liable for acts or  omissions  of any such person
provided that such act or omission  constitutes a breach of this  Agreement or a
representation,  warranty or covenant herein, misconduct or negligence or is the
result of any such person not having  acted in good faith and in the  reasonable
belief  that such  actions or  omissions  were in, or not  opposed  to, the best
interests of the Partnership.

     (b) TRADING  ADVISOR  INDEMNITY IN RESPECT OF  MANAGEMENT  ACTIVITIES.  The
Trading  Advisor shall  indemnify,  defend and hold harmless the Partnership and
the General  Partner,  their  controlling  persons,  their  affiliates and their
respective directors, officers, shareholders, employees, and controlling persons
from and against any and all losses,  claims,  damages,  liabilities  (joint and
several),  costs, and expenses (including any reasonable  investigatory,  legal,
and other  expenses  incurred in connection  with,  and any amounts paid in, any
settlement;   provided  that  the  Trading  Advisor  shall  have  approved  such
settlement)  incurred  as a result  of any  action  or  omission  involving  the
Partnership's  futures interests  trading by the Trading Advisor,  or any of its
controlling  persons or  affiliates  or their  respective  directors,  officers,
partners,  shareholders,  or employees; provided that such liability arises from
an act or omission of the Trading Advisor,  or any of its controlling persons or
affiliates or their respective directors,  officers, partners,  shareholders, or
employees  which is found by a court of competent  jurisdiction  upon entry of a
final judgment (or, if no final judgment is entered,  by an opinion  rendered by
counsel  who is  approved  by the  Partnership  and the  Trading  Advisor,  such
approval not to be unreasonably  withheld) to be a breach of this Agreement or a
representation,  warranty or covenant  herein,  or the result of  misconduct  or
negligence  or conduct not done in good faith in the  reasonable  belief that it
was  in,  or  not  opposed  to,  the  best  interests  of the  Partnership.  The
termination of any demand,  claim,  lawsuit,  action or proceeding by settlement
shall not, in itself,  create a presumption that the conduct in question was not
undertaken  in good  faith  in a manner  reasonably  believed  to be in,  or not
opposed to, the best interest of the Partnership.

     (c)  PARTNERSHIP  AND GENERAL  PARTNER  INDEMNITY IN RESPECT OF  MANAGEMENT
ACTIVITIES.   The  Partnership  and  the  General  Partner  shall,  jointly  and
severally,  indemnify,  defend,  and hold  harmless  the  Trading  Advisor,  its
controlling persons, their affiliates and their respective directors,  officers,
shareholders, partners, employees, and controlling persons, from and against any
and all losses,  claims,  damages,  liabilities (joint and several),  costs, and
expenses  (including any  reasonable  investigatory,  legal,  and other expenses
incurred in connection  with, and any amounts paid in, any settlement;  provided
that  the   Partnership  and  the  General  Partner  shall  have  approved  such
settlement)  resulting  from a demand,  claim,  lawsuit,  action,  or proceeding
(other than those  incurred as a result of claims  brought by or in the right of
an indemnified  party) relating to the futures interests  trading  activities of
the Partnership undertaken by the Trading Advisor, a breach of this Agreement by
the General Partner or the Partnership that relates to futures interests trading
activities or a breach of a  representation,  warranty or covenant herein by the
General Partner or the Partnership that relates to the futures interests trading
activities of the Partnership;  PROVIDED that a court of competent  jurisdiction
upon entry of a final judgment  finds (or, if no final  judgment is entered,  an
opinion  is  rendered  to the  Partnership  by  independent  counsel  reasonably
acceptable  to both  parties)  to the effect that the action or inaction of such
indemnified party that was the subject of the demand, claim, lawsuit, action, or
proceeding  did not  constitute  negligence,  misconduct,  or a  breach  of this
Agreement by the Trading Advisor or such indemnified  party or a representation,
warranty or covenant  of the Trading  Advisor  herein and was done in good faith
and in a manner  such  indemnified  party  reasonably  believed to be in, or not
opposed  to,  the  best  interests  of  the  Partnership.   Notwithstanding  the
foregoing,  the General Partner shall not have any liability with respect to any
action brought by or on behalf of the Partnership  against the Trading  Advisor.
The  termination  of  any  demand,  claim,  lawsuit,  action  or  proceeding  by
settlement  shall  not,  in itself,  create a  presumption  that the  conduct in
question was not undertaken in good faith in a manner reasonably  believed to be
in, or not opposed to, the best interest of the Partnership.

     (d)  TRADING  ADVISOR  INDEMNITY  IN RESPECT OF SALE OF UNITS.  The Trading
Advisor shall  indemnify,  defend and hold harmless DWR,  Morgan  Stanley & Co.,
Incorporated  ("MS&Co."),  CFI,  the  Partnership,   the  General  Partner,  any
additional seller,  and their affiliates and each of their officers,  directors,
principals,  shareholders,  and  controlling  persons from and against any loss,
claim,  damage,  liability,  cost, and expense,  joint and several, to which any
indemnified  person may become subject under the Securities  Act, the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  the Commodity  Exchange
Act, as amended, and rules promulgated  thereunder (the "CEAct"), the securities
or Blue Sky law of any  jurisdiction,  or otherwise  (including  any  reasonable
investigatory,  legal,  and other expenses  incurred in connection with, and any
amounts paid in, any  settlement,  provided that the Trading  Advisor shall have
approved   such   settlement,   and  in  connection   with  any   administrative
proceedings),  in respect  of the offer or sale of Units,  insofar as such loss,
claim, damage, liability, cost, or expense (or action in respect thereof) arises
out  of,  or is  based  upon:  (i) a  breach  by  the  Trading  Advisor  of  any
representation,  warranty,  or  agreement  in  this  Agreement  relating  to the
offering of Units or any certificate  delivered by the Trading Advisor  pursuant
to this Agreement at a Closing (as such term is defined in the Prospectus); (ii)
a breach of the disclosure requirements under the CEAct or NFA Rules that relate
to the  Trading  Advisor  or  the  Trading  Advisor  Principals  (including  the
historical  performance  capsules,  but  excluding  the  pro  forma  performance
information except to the extent the pro forma performance information was based
on  information  furnished by the Trading  Advisor);  or (iii) a  misleading  or
untrue  statement or alleged  misleading or untrue  statement of a material fact
made in the  Registration  Statement,  the  Prospectus,  or any related  selling
material  or an omission or alleged  omission to state a material  fact  therein
which is  required  to be stated  therein or  necessary  to make the  statements
therein (in the case of the Prospectus and any selling material, in light of the
circumstances under which they were made) not misleading,  and such statement or
omission  relates  specifically to the Trading  Advisor,  or its Trading Advisor
Principals (as defined below)  (including the historical  performance  capsules,
but excluding the pro forma performance information except to the extent the pro
forma performance  information was based on information furnished by the Trading
Advisor)  or was  made  in  reliance  upon,  and  in  conformity  with,  written
information or instructions furnished by the Trading Advisor (PROVIDED, HOWEVER,
that with respect to any related  selling  material  only such  related  selling
material as shall have been  approved in writing by the Trading  Advisor).  This
indemnity  shall not relate to any matter for which the Trading Advisor would be
indemnified under Section 8(e).

     (e) PARTNERSHIP AND GENERAL PARTNER  INDEMNITY IN RESPECT OF SALE OF UNITS.
The  Partnership  and the  General  Partner  agree,  jointly and  severally,  to
indemnify, defend and hold harmless the Trading Advisor, its affiliates and each
of  their  officers,  directors,   principals,   partners,   shareholders,   and
controlling persons from and against any loss, claim, damage,  liability,  cost,
and  expense,  joint and  several,  to which any  indemnified  person may become
subject under the Securities Act, the Exchange Act, the CEAct, the securities or
Blue  Sky  law of any  jurisdiction,  or  otherwise  (including  any  reasonable
investigatory,  legal,  and other expenses  incurred in connection with, and any
amounts paid in, any  settlement,  provided that the Partnership and the General
Partner  shall  have  approved  such  settlement,  and in  connection  with  any
administrative  proceedings),  in respect of the offer or sale of Units, insofar
as such loss, claim, damage,  liability,  cost, or expense (or action in respect
thereof) arises out of, or is based upon: (i) a breach by the Partnership or the
General Partner of any representation,  warranty, or agreement in this Agreement
relating  to  the  offering  of  Units  or  any  certificate  delivered  by  the
Partnership or the General Partner  pursuant to this Agreement at a Closing;  or
(ii) a misleading or untrue statement or alleged  misleading or untrue statement
of a material fact made in the Registration  Statement,  the Prospectus,  or any
related selling  material or an omission or alleged omission to state a material
fact  therein  which is required to be stated  therein or  necessary to make the
statements  therein (in the case of the Prospectus or the selling  material,  in
light of the circumstances under which they were made) not misleading,  provided
that such  materially  misleading  or untrue  statement  or  alleged  materially
misleading  or  untrue  statement  or  omission  or  alleged  omission  does not
specifically  relate to the Trading  Advisor or its Trading  Advisor  Principals
(including  the  historical  performance  capsules,  but excluding the pro forma
performance   information  except  to  the  extent  the  pro  forma  performance
information  was based on information  furnished by the Trading  Advisor) or was
not made in reliance  upon,  and in  conformity  with,  written  information  or
instructions  furnished by the Trading  Advisor  (PROVIDED,  HOWEVER,  that with
respect to any related selling  material,  only such related selling material as
shall have been approved in writing by the Trading Advisor),  or does not result
from a  breach  by the  Trading  Advisor  of any  representation,  warranty,  or
agreement in this Agreement relating to the offering of Units or any certificate
delivered by the Trading Advisor  pursuant to this Agreement at a Closing.  This
indemnity  shall not  relate to any matter  for which the  Partnership  would be
indemnified under Section 8(d).

     (f) The  foregoing  agreements  of  indemnity  shall be in addition to, and
shall in no respect limit or restrict, any other remedies which may be available
to an indemnified person.

     (g)  Promptly  after  receipt  by an  indemnified  person  of notice of the
commencement of any action, claim, or proceeding to which any of the indemnities
may apply, the indemnified  person will notify the indemnifying party in writing
of the commencement  thereof if a claim in respect thereof is to be made against
the indemnifying party hereunder; but the omission so to notify the indemnifying
party will not  relieve  the  indemnifying  party from any  liability  which the
indemnifying  party may have to the indemnified  person hereunder,  except where
such omission has materially  prejudiced  the  indemnifying  party.  In case any
action,  claim, or proceeding is brought  against an indemnified  person and the
indemnified person notifies the indemnifying  party of the commencement  thereof
as provided  above,  the  indemnifying  party will be  entitled  to  participate
therein and, to the extent that the  indemnifying  party desires,  to assume the
defense  thereof  with  counsel  selected  by the  indemnifying  party  and  not
unreasonably  disapproved  by the  indemnified  person.  After  notice  from the
indemnifying  party  to  the  indemnified  person  of the  indemnifying  party's
election so to assume the defense  thereof as provided above,  the  indemnifying
party  will  not be  liable  to  the  indemnified  person  under  the  indemnity
provisions hereof for any legal and other expenses  subsequently incurred by the
indemnified person in connection with the defense thereof, other than reasonable
costs of investigation.

     Notwithstanding  the proceeding  paragraph,  if, in any action,  claim,  or
proceeding  as to which  indemnification  is or may be available  hereunder,  an
indemnified  person  reasonably  determines  that  its  interests  are or may be
adverse,  in whole or in part,  to the  indemnifying  party's  interests or that
there  may be legal  defenses  available  to the  indemnified  person  which are
inconsistent  with  the  defenses  available  to  the  indemnifying  party,  the
indemnified  person may retain its own counsel in  connection  with such action,
claim, or proceeding and will be indemnified by the  indemnifying  party for any
legal and other expenses reasonably incurred in connection with investigating or
defending such action, claim, or proceeding.

     In no event will the indemnifying party be liable for the fees and expenses
of more than one counsel for all indemnified  persons in connection with any one
action,  claim,  or  proceeding  or in  connection  with separate but similar or
related actions,  claims, or proceedings in the same jurisdiction arising out of
the same general allegations.  The indemnifying party will not be liable for any
settlement of any action, claim, or proceeding effected without the indemnifying
party's  express  written  consent,  but if any action,  claim, or proceeding is
settled with the indemnifying  party's express written consent, the indemnifying
party  will  indemnify,  defend,  and hold  harmless  an  indemnified  person as
provided in this Section 8.

     9.   RIGHT TO ADVISE OTHERS AND UNIFORMITY OF ACTS AND PRACTICES.

     (a) The Trading Advisor is engaged in the business of advising investors as
to the  purchase  and  sale  of  futures  interests.  During  the  term  of this
Agreement, the Trading Advisor, its principals and affiliates,  will be advising
other investors (including affiliates and the partners, stockholders,  officers,
directors,  and employees of the Trading  Advisor and its  affiliates  and their
families) and trading for their own accounts.  However,  under no  circumstances
shall the Trading  Advisor by any act or omission  favor any account  advised or
managed by the Trading Advisor over the account of the Partnership in any way or
manner (other than by charging different  management and/or incentive fees). The
Trading Advisor agrees to treat the  Partnership in a fiduciary  capacity to the
extent recognized by applicable law, but, subject to that standard,  the Trading
Advisor  or any of its  principals  or  affiliates  shall be free to advise  and
manage  accounts for other  investors and shall be free to trade on the basis of
the same trading  programs,  systems,  methods,  or  strategies  employed by the
Trading  Advisor  for the  account  of the  Partnership,  or  trading  programs,
systems, methods, or strategies which are entirely independent of, or materially
different from, those employed for the account of the Partnership,  and shall be
free to compete for the same  futures  interests as the  Partnership  or to take
positions  opposite to the  Partnership,  where such actions do not knowingly or
deliberately prefer any of such accounts over the account of the Partnership.

     (b) The Trading  Advisor shall not be restricted as to the number or nature
of its  clients,  except  that:  (i) so long as the  Trading  Advisor  acts as a
trading advisor for the Partnership,  neither the Trading Advisor nor any of its
principals or affiliates  shall hold knowingly any position or control any other
account  which  would  cause  the  Partnership,  the  Trading  Advisor,  or  the
principals or affiliates of the Trading  Advisor to be in violation of the CEAct
or any regulations promulgated thereunder,  any applicable rule or regulation of
the CFTC or any other regulatory body, exchange,  or board; and (ii) neither the
Trading  Advisor nor any of its  principals or affiliates  shall render  futures
interests  trading advice to any other  individual or entity or otherwise engage
in activity which shall  knowingly  cause  positions in futures  interests to be
attributed to the Trading  Advisor under the rules or regulations of the CFTC or
any other regulatory body,  exchange,  or board so as to require the significant
modification of positions taken or intended for the account of the  Partnership;
provided  that the Trading  Advisor may modify its  trading  programs,  systems,
methods  or  strategies  to  accommodate  the  trading  of  additional  funds or
accounts. If applicable  speculative position limits are exceeded by the Trading
Advisor  in the  opinion  of (i)  independent  counsel  (who shall be other than
counsel to the Partnership),  (ii) the CFTC, or (iii) any other regulatory body,
exchange,  or board, the Trading Advisor and its principals and affiliates shall
promptly   liquidate   positions  in  all  of  their  accounts,   including  the
Partnership's  account,  as to which  positions  are  attributed  to the Trading
Advisor as nearly as possible in proportion to the accounts'  respective amounts
available  for trading  (taking into account  different  degrees of leverage and
"notional"  equity)  to the  extent  necessary  to  comply  with the  applicable
position limits.

     10.  REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE TRADING ADVISOR.

     (a) REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF THE TRADING ADVISOR. The
Trading Advisor with respect to itself and each of its principals represents and
warrants to and agrees with the General Partner and the Partnership as follows:

          (i) It will  exercise  good  faith and due care in using  the  trading
     programs on behalf of the Partnership  that are described in the Prospectus
     (as modified from time to time) or any other trading  programs agreed to by
     the General Partner.

          (ii) The  Trading  Advisor  shall  follow,  at all times,  the trading
     policies of the  Partnership  (as described in the Prospectus) or otherwise
     as furnished to the Trading Advisor in writing from time to time.

          (iii) The Trading  Advisor  shall  trade:  (A) the  Partnership's  Net
     Assets  pursuant  to the  specified  trading  program(s)  described  in the
     Prospectus  unless the Trading Advisor is instructed by the General Partner
     to trade the  Partnership's  Net Assets  pursuant to any one or more of the
     Trading Advisor's other trading programs  described in the Prospectus;  and
     (B) only in futures and option contracts traded on U.S.  contract  markets,
     foreign currency forward  contracts traded with CFI, and such other futures
     interests that are approved in writing by the General Partner and have been
     approved by the CFTC for U.S. persons.

          (iv) The  Trading  Advisor is duly  formed and  validly  existing as a
     limited  partnership  under the laws of the state of its  formation  and is
     qualified  to do  business  as a foreign  limited  partnership  and in good
     standing in each other  jurisdiction  in which the nature or conduct of its
     business  requires such  qualification  and the failure to so qualify would
     materially  adversely affect the Trading  Advisor's  ability to perform its
     duties  under  this  Agreement.   The  Trading  Advisor  has  full  limited
     partnership  power and  authority  to perform  its  obligations  under this
     Agreement,  and as described in the Registration  Statement and Prospectus.
     The only  principals  (as defined in Rule  4.10(e)  under the CEAct) of the
     Trading Advisor are those set forth in the Prospectus (the "Trading Advisor
     Principals").

          (v) All  references  to the Trading  Advisor and each Trading  Advisor
     Principal,  including the Trading Advisor's  trading programs,  approaches,
     systems and performance,  in the Registration Statement and the Prospectus,
     and in any supplemental selling material which has been approved in writing
     by the Trading Advisor, are accurate and complete in all material respects.
     With respect to the  information  relating to the Trading  Advisor and each
     Trading Advisor Principal, including the Trading Advisor's and each Trading
     Advisor Principals' trading programs, approaches,  systems, and performance
     information,  as applicable,  (i) the Registration Statement and Prospectus
     contain all  statements  and  information  required to be included  therein
     under the CEAct,  (ii) the Registration  Statement as of its effective date
     will not contain any  misleading or untrue  statement of a material fact or
     omit to state a material  fact which is  required  to be stated  therein or
     necessary  to make the  statements  therein  not  misleading  and (iii) the
     Prospectus  at its date of issue and as of each  monthly  closing  will not
     contain any untrue statement of a material fact or omit to state a material
     fact   necessary  to  make  the  statements   therein,   in  light  of  the
     circumstances under which such statements were made, not misleading.

          (vi) This Agreement has been duly and validly authorized, executed and
     delivered  on  behalf of the  Trading  Advisor  and is a valid and  binding
     agreement of the Trading Advisor enforceable in accordance with its terms.

          (vii) Each of the Trading Advisor and each  "principal" of the Trading
     Advisor,  as defined in Rule 3.1 under the CEAct, has all federal and state
     governmental, regulatory and exchange licenses, registrations and approvals
     and has  effected  all  filings  with  federal and state  governmental  and
     regulatory  agencies  required to conduct its or his business and to act as
     described  in the  Registration  Statement  and  Prospectus  or required to
     perform its or his obligations under this Agreement. The Trading Advisor is
     registered as a commodity  trading  advisor under the CEAct and is a member
     of the NFA in such capacity.

          (viii) The execution and delivery of this Agreement, the incurrence of
     the obligations  set forth herein,  the  consummation  of the  transactions
     contemplated  herein  and in the  Prospectus  and the  payment  of the fees
     hereunder  will not violate,  or constitute a breach of, or default  under,
     the partnership  agreement of the Trading Advisor or any other agreement or
     instrument  by which it is bound or of any order,  rule,  law or regulation
     binding  on it of any  court  or any  governmental  body or  administrative
     agency or panel or self-regulatory  organization  having  jurisdiction over
     it.

          (ix) Since the  respective  dates as of which  information is given in
     the Registration  Statement and the Prospectus,  except as may otherwise be
     stated in or contemplated by the Registration Statement and the Prospectus,
     there has not been any material adverse change in the condition,  financial
     or otherwise,  business or prospects of the Trading  Advisor or any Trading
     Advisor Principal.

          (x) Except as set forth in the  Registration  Statement or  Prospectus
     there has not been in the five years  preceding the date of the  Prospectus
     and there is not pending, or to the best of the Trading Advisor's knowledge
     threatened, any action, suit or proceeding at law or in equity before or by
     any court or by any federal, state, municipal or other governmental body or
     any administrative,  self-regulatory or commodity exchange  organization to
     which the Trading  Advisor or any  Trading  Advisor  Principal  is or was a
     party,  or to which any of the assets of the Trading Advisor or any Trading
     Advisor  Principal  is or  was  subject  and  which  resulted  in or  might
     reasonably be expected to result in any  materially  adverse  change in the
     condition,  financial  or  otherwise,  of the  Trading  Advisor or which is
     required  under  the  Securities  Act  or  CEAct  to be  disclosed  in  the
     Prospectus.  None of the Trading Advisor or any Trading  Advisor  Principal
     has  received  any  notice  of an  investigation  by the  NFA  or the  CFTC
     regarding  noncompliance  by the  Trading  Advisor  or  any of the  Trading
     Advisor Principals with the CEAct.

          (xi) Neither the Trading Advisor nor any Trading Advisor Principal has
     received,  or  is  entitled  to  receive,   directly  or  indirectly,   any
     commission,  finder's  fee,  similar  fee,  or  rebate  from any  person in
     connection  with the  organization or operation of the  Partnership,  other
     than as described in the Prospectus.

          (xii) The actual performance of each discretionary account of a client
     directed by the Trading Advisor and the Trading Advisor Principals since at
     least the later of (i) the date of  commencement  of trading  for each such
     account  or (ii) a date  five  years  prior  to the  effective  date of the
     Registration  Statement,  is disclosed in the  Prospectus  (other than such
     discretionary  accounts the  performance of which are exempt from the CEAct
     disclosure  requirements);  all of the  information  regarding  the  actual
     performance of the accounts of the Trading  Advisor and the Trading Advisor
     Principals  set forth in the  Prospectus  is complete  and  accurate in all
     material  respects and is in  accordance  with and in  compliance  with the
     disclosure  requirements  under the CEAct and the Securities Act, including
     the  Division of Trading  and  Markets  "notional  equity"  advisories  and
     interpretations  and the rules and  regulations of the NFA, except that the
     Trading  Advisor  calculates all  performance  data by including  "notional
     equity" in determining the account size of partially-funded accounts.

     (b) COVENANTS OF THE TRADING  ADVISOR.  The Trading  Advisor  covenants and
agrees that:

          (i) The Trading  Advisor  shall use its best  efforts to maintain  all
     registrations and memberships necessary for the Trading Advisor to continue
     to act as  described  herein  and to at all times  comply  in all  material
     respects with all applicable laws,  rules,  and regulations,  to the extent
     that the failure to so comply would have a materially adverse effect on the
     Trading Advisor's ability to act as described herein.

          (ii) The Trading Advisor shall inform the General Partner  immediately
     as soon as the Trading Advisor or any of its principals becomes the subject
     of any  investigation,  claim or  proceeding  of any  regulatory  authority
     having  jurisdiction  over  such  person or  becomes  a named  party to any
     litigation  materially  affecting the business of the Trading Advisor.  The
     Trading  Advisor shall also inform the General  Partner  immediately if the
     Trading Advisor or any of its officers  becomes aware of any breach of this
     Agreement by the Trading Advisor.

          (iii) The Trading Advisor agrees  reasonably to cooperate by providing
     information  regarding itself and its performance in the preparation of any
     amendments or supplements to the Registration Statement and the Prospectus.

          (iv) The Trading Advisor agrees to participate, to the extent that the
     General  Partner  may  reasonably   request,  in  "road  shows"  and  other
     promotional  activities  relating to the  marketing of the Units,  provided
     that such participation shall not in the reasonable judgment of the Trading
     Advisor  require  the  registration  of the  Trading  Advisor or any of its
     principals or agents as a broker-dealer or salesman or interfere materially
     with the trading  activities of the Trading  Advisor.  The Trading  Advisor
     shall pay the costs of its reasonably requested  participation in such road
     shows.

     11.  REPRESENTATIONS,  WARRANTIES, AND COVENANTS OF THE GENERAL PARTNER AND
          THE PARTNERSHIP.

     (a) REPRESENTATIONS OF THE PARTNERSHIP AND THE GENERAL Partner. The General
Partner and the  Partnership  represent and warrant to the Trading  Advisor,  as
follows:

          (i) The  Partnership  has provided to the Trading  Advisor,  and filed
     with SEC, the Registration Statement and has filed copies thereof with: (i)
     the CFTC under the CEAct;  (ii) the NASD pursuant to its Conduct Rules; and
     (iii) the NFA in accordance  with NFA Compliance Rule 2-13. The Partnership
     will not file any amendment to the Registration  Statement or any amendment
     or supplement  to the  Prospectus  unless the Trading  Advisor has received
     reasonable prior notice of and a copy of such amendments or supplements and
     has not reasonably objected thereto in writing.

          (ii) The Limited  Partnership  Agreement provides for the subscription
     for and sale of the Units;  all action  required to be taken by the General
     Partner  and the  Partnership  as a  condition  to the sale of the Units to
     qualified subscribers therefor has been, or prior to each Closing will have
     been, taken; and, upon payment of the consideration  therefor  specified in
     each accepted Subscription and Exchange Agreement and Power of Attorney, in
     such form as attached to the Prospectus,  the Units will  constitute  valid
     limited partnership interests in the Partnership.

          (iii) The Partnership is a limited partnership duly organized pursuant
     to  the  Certificate  of  Limited  Partnership,   the  Limited  Partnership
     Agreement  and  the  Delaware  Revised  Uniform  Limited   Partnership  Act
     ("DRULPA") and is validly  existing under the laws of the State of Delaware
     with full power and authority to engage in the trading of futures interests
     and to engage in its other  contemplated  activities  as  described  in the
     Prospectus;  the  Partnership has received a certificate of authority to do
     business  in the State of New York as  provided  by Article  8-A of the New
     York  Revised  Limited  Partnership  Act and is qualified to do business in
     each  jurisdiction in which the nature or conduct of its business  requires
     such  qualification  and where failure to be so qualified could  materially
     adversely  affect the  Partnership's  ability to  perform  its  obligations
     hereunder.

          (iv) The General Partner is duly organized and validly existing and in
     good standing as a corporation  under the laws of the State of Delaware and
     in good  standing  and  qualified  to do business as a foreign  corporation
     under the laws of the State of New York and is qualified to do business and
     is in good standing as a foreign  corporation in each jurisdiction in which
     the nature or conduct of its business requires such qualification and where
     the  failure  to be so  qualified  could  materially  adversely  affect the
     General Partner's ability to perform its obligations hereunder.

          (v) The Partnership  and the General Partner have full  partnership or
     corporate  power  and  authority  under  applicable  law to  conduct  their
     business and to perform their respective obligations under this Agreement.

          (vi) The Registration  Statement and Prospectus contain all statements
     and  information  required  to be included  therein by the CEAct.  When the
     Registration  Statement  becomes  effective under the Securities Act and at
     all times  subsequent  thereto up to and including the Initial  Closing and
     each Monthly Closing, the Registration Statement and Prospectus will comply
     in all material  respects with the  requirements of the Securities Act, the
     rules and regulations  promulgated thereunder (the "SEC Regulations"),  the
     rules  of the NFA and  the  CEAct.  The  Registration  Statement  as of its
     effective  date will not contain any  misleading  or untrue  statement of a
     material  fact or omit to  state a  material  fact  required  to be  stated
     therein or necessary to make the  statements  therein not  misleading.  The
     Prospectus  as of its date of issue  and at the  Initial  Closing  and each
     Monthly  Closing will not contain any  misleading or untrue  statement of a
     material  fact or omit to  state a  material  fact  necessary  to make  the
     statements  therein,  in  light  of  the  circumstances  under  which  such
     statements were made, not misleading.  The supplemental  selling  material,
     when read in conjunction  with the Prospectus,  will not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements therein, in light of the circumstances under which such
     statements were made, not misleading.  The  supplemental  selling  material
     will  comply  with the CEAct and the  regulations  and rules of the NFA and
     NASD.  The  representation  and  warranties  in this clause (vi) shall not,
     however, apply to any statement or omission in the Registration  Statement,
     Prospectus or supplemental  selling  material  (which selling  material has
     been approved by the Trading Advisor)  specifically relating to the Trading
     Advisor,  or its Trading Advisor  Principals or its trading programs (other
     than the pro  forma  performance  information  except  to the  extent  such
     information was based on information  furnished by the Trading  Advisor) or
     made in reliance upon and in conformity with  information  furnished by the
     Trading Advisor.

          (vii) Since the respective  dates as of which  information is given in
     the  Registration  Statement  and the  Prospectus,  there  has not been any
     material adverse change in the condition,  financial or otherwise, business
     or  prospects  of the General  Partner or the  Partnership,  whether or not
     arising in the ordinary course of business.

          (viii) This Agreement has been duly and validly  authorized,  executed
     and  delivered  by the  General  Partner  for  itself  and on behalf of the
     Partnership and constitutes a valid,  binding and enforceable  agreement of
     the Partnership and the General Partner in accordance with its terms.

          (ix) The execution and delivery of this  Agreement,  the incurrence of
     the obligations set forth herein and the  consummation of the  transactions
     contemplated  herein and in the Registration  Statement and Prospectus will
     not  violate,  or  constitute  a breach of, or default  under,  the General
     Partner's  certificate  of  incorporation  or bylaws,  the  Certificate  of
     Limited Partnership, the Limited Partnership Agreement, or any agreement or
     instrument by which either the General Partner or the  Partnership,  as the
     case may be, is bound or any order,  rule, law or regulation  applicable to
     the General  Partner or the  Partnership  of any court or any  governmental
     body or  administrative  agency  or panel or  self-regulatory  organization
     having jurisdiction over the General Partner or the Partnership.

          (x) Except as set forth in the  Registration  Statement or Prospectus,
     there has not been in the five years  preceding the date of the  Prospectus
     and  there  is not  pending  or,  to the  best  of  the  General  Partner's
     knowledge,  threatened,  any action, suit or proceeding at law or in equity
     before  or by any  court  or by any  federal,  state,  municipal  or  other
     governmental  body  or any  administrative,  self-regulatory  or  commodity
     exchange organization to which the General Partner or the Partnership is or
     was a party,  or to which any of the assets of the  General  Partner or the
     Partnership is or was subject and which resulted in or might  reasonably be
     expected  to  result in any  materially  adverse  change in the  condition,
     financial or otherwise,  of the General Partner or the Partnership or which
     is required  under the  Securities  Act or the CEAct to be disclosed in the
     Prospectus;  and neither the General  Partner nor any of the  principals of
     the General  Partner,  as "principals" is defined under Rule 4.10 under the
     CEAct  ("General  Partner  Principals")  has  received  any  notice  of  an
     investigation by the NFA, NASD, SEC or CFTC regarding non-compliance by the
     General Partner or the General Partner  Principals or the Partnership  with
     the  Securities Act or the CEAct which is required under the Securities Act
     or the CEAct to be disclosed in the Prospectus.

          (xi) The General Partner and each principal of the General Partner, as
     defined  in  Rule  3.1  under  the  CEAct,   have  all  federal  and  state
     governmental,   regulatory  and  exchange  approvals,   registrations,  and
     licenses, and have effected all filings with federal and state governmental
     agencies and regulatory  agencies required to conduct their business and to
     act as described in the  Registration  Statement and Prospectus or required
     to perform  their  obligations  under this  Agreement  (including,  without
     limitation,  registration  as a commodity pool operator under the CEAct and
     membership in the NFA as a commodity  pool  operator) and will maintain all
     such required approvals,  licenses,  filings and registrations for the term
     of this  Agreement.  The General  Partner's  principals  identified  in the
     Registration Statement are all of the General Partner Principals.

     (b)  COVENANTS  OF THE  GENERAL  PARTNER AND THE  PARTNERSHIP.  The General
Partner for itself and the Partnership covenants and agrees that:

          (i) The General  Partner  shall use its best  efforts to maintain  all
     registrations and memberships necessary for the General Partner to continue
     to act as described herein and in the Prospectus and to all times comply in
     all material respects with all applicable laws, rules, and regulations,  to
     the extent that the failure to so comply  would have a  materially  adverse
     effect on the General  Partner's  ability to act as described herein and in
     the Prospectus.

          (ii) The General Partner shall inform the Trading Advisor  immediately
     as soon as the General Partner or any of its principals becomes the subject
     of any  investigation,  claim,  or proceeding of any  regulatory  authority
     having  jurisdiction  over  such  person or  becomes  a named  party to any
     litigation  materially  affecting the business of the General Partner.  The
     General  Partner shall also inform the Trading  Advisor  immediately if the
     General  Partner or any of its officers  become aware of any breach of this
     Agreement by the General Partner.

          (iii) The  Partnership  will furnish to the Trading  Advisor copies of
     the  Registration  Statement,  the  Prospectus,   and  all  amendments  and
     supplements thereto, in each case as soon as available.

          (iv) The Partnership  and the General  Partner will keep  confidential
     and  not  disseminate  any  information   regarding  the  trading  systems,
     strategies,  methods and programs of the Trading Advisor or specific trades
     made by the Trading  Advisor for the account of the  Partnership  to any of
     the  limited  partners  of the  Partnership  or the  customers,  employees,
     agents,  shareholders,  officers,  directors or  affiliates  of the General
     Partner or DWR or any other  person or entity,  except such  details as may
     be,  in the  reasonable  judgment  of the  General  Partner,  necessary  or
     appropriate  for the  conduct  of the  business  of the  Partnership  or as
     required by law.

          (v) The General Partner shall change the name of the Partnership so as
     to exclude the name of the Trading Advisor if the Trading Advisor ceases to
     be the sole Trading Advisor for the Partnership, unless otherwise agreed to
     by the General Partner and the Trading Advisor.

     12.  MERGER OR TRANSFER OF ASSETS OF TRADING ADVISOR.

     The Trading  Advisor may merge or  consolidate  with,  or sell or otherwise
transfer its advisory business,  or all or a substantial  portion of its assets,
any  portion of its  commodity  trading  programs,  systems or  methods,  or its
goodwill,   to  any  entity  that  is  directly  or  indirectly  controlled  by,
controlling,  or under common control with, the Trading  Advisor,  provided that
such entity expressly  assumes all obligations of the Trading Advisor under this
Agreement and agrees to continue to operate the business of the Trading Advisor,
substantially as such business is being conducted on the date hereof.

     13.  COMPLETE AGREEMENT.

     This Agreement  constitutes the entire  agreement  between the parties with
respect to the matters  referred to herein,  and no other  agreement,  verbal or
otherwise,  shall be binding as between the parties unless in writing and signed
by the party against whom enforcement is sought.

     14.  ASSIGNMENT.

     This  Agreement may not be assigned by any party hereto without the express
written consent of the other parties hereto.

     15.  AMENDMENT.

     This  Agreement  may not be amended  except by the  written  consent of the
parties hereto.

     16.  SEVERABILITY.

     The  invalidity or  unenforceability  of any provision of this Agreement or
any covenant herein contained shall not affect the validity or enforceability of
any other provision or covenant hereof or herein  contained and any such invalid
provision or covenant shall be deemed to be severable.

     17.  CLOSING CERTIFICATES AND OPINIONS.

     (1) The Trading Advisor shall, at the Initial Closing and at the request of
the General Partner at any Monthly Closing, provide the following:

     (a) To DWR, the General  Partner and the  Partnership a certificate,  dated
the date of any such  closing  and in form and  substance  satisfactory  to such
parties, to the effect that:

          (i) The  representations and warranties by the Trading Advisor in this
     Agreement  are true,  accurate,  and  complete on and as of the date of the
     closing, as if made on the date of the closing.

          (ii) The Trading  Advisor has  performed  all of its  obligations  and
     satisfied  all of the  conditions  on its part to be performed or satisfied
     under this Agreement, at or prior to the date of such closing.

     (b) To DWR, the General  Partner and the Partnership an opinion of counsel,
which at the Initial Closing will be delivered by the Trading  Advisor's outside
counsel  and  thereafter  may be  delivered  by the Trading  Advisor's  in-house
counsel, in form and substance satisfactory to such parties, to the effect that:

          (i) The  Trading  Advisor  is a limited  partnership  duly  formed and
     validly  existing  under  the  laws of the  state of its  formation  and is
     qualified to do business and in good standing in each other jurisdiction in
     which the nature or conduct of its business requires such qualification and
     the failure to be duly  qualified  would  materially  adversely  affect the
     Trading  Advisor's ability to perform its obligations under this Agreement.
     The Trading  Advisor has full limited  partnership  power and  authority to
     conduct  its  business  as  described  in the  Registration  Statement  and
     Prospectus and to perform its obligations under this Agreement.

          (ii) The Trading Advisor  (including the Trading  Advisor  Principals)
     has all governmental,  regulatory,  self-regulatory  and commodity exchange
     and clearing association licenses,  registrations, and memberships required
     by law, and the Trading Advisor (including the Trading Advisor  Principals)
     has made all  filings  necessary  to  perform  its  obligations  under this
     Agreement  and to conduct its  business as  described  in the  Registration
     Statement and Prospectus,  except for such licenses,  memberships,  filings
     and  registrations,  the absence of which would not have a material adverse
     effect on its ability to act as described in the Registration Statement and
     Prospectus or to perform its obligations under this Agreement,  and, to the
     best of such counsel's  knowledge,  after due investigations,  none of such
     licenses,  memberships or  registrations  have been  rescinded,  revoked or
     suspended.

          (iii) This Agreement has been duly authorized,  executed and delivered
     by or on behalf of the Trading  Advisor and constitutes a valid and binding
     agreement of the Trading Advisor  enforceable in accordance with its terms,
     subject  only to  bankruptcy,  insolvency,  reorganization,  moratorium  or
     similar laws at the time in effect affecting the  enforceability  generally
     of rights of creditors and by general  principles of equity  (regardless of
     whether such  enforceability  is considered in a proceeding in equity or at
     law), and except as  enforceability  of the  indemnification,  exculpation,
     severability  and  exclusive  jurisdiction  provisions  contained  in  this
     Agreement may be limited by applicable law or public policy.

          (iv) To such  counsel's  knowledge,  based upon due inquiry of certain
     officers of the Trading  Advisor,  except as disclosed  in the  Prospectus,
     there are no actions,  suits or  proceedings at law or in equity pending or
     threatened  before  or by  any  court,  governmental  body,  administrative
     agency, panel or self-regulatory organization, nor have there been any such
     actions,  suits or proceedings  within the five years preceding the date of
     the Prospectus against the Trading Advisor or any Trading Advisor Principal
     which  are  required  to be  disclosed  in the  Registration  Statement  or
     Prospectus.

          (v) The execution and delivery of this  Agreement,  the  incurrence of
     the obligations  herein set forth and the  consummation of the transactions
     contemplated  herein and in the Prospectus will not be in  contravention of
     any of the provisions of the limited  partnership  agreement of the Trading
     Advisor  and,  based upon due  inquiry of certain  officers  of the Trading
     Advisor,  to the best of such  counsel's  knowledge,  will not constitute a
     breach of, or default  under,  or a violation  of any other  instrument  or
     agreement  known to such counsel by which the Trading  Advisor is bound and
     will not violate  any order,  law,  rule or  regulation  applicable  to the
     Trading  Advisor of any court or any  governmental  body or  administrative
     agency or panel or self-regulatory  organization  having  jurisdiction over
     the Trading Advisor.

          (vi) Based upon reliance of certain SEC "no-action" letters, as of the
     closing,  the  performance  by the  Trading  Advisor  of  the  transactions
     contemplated  by this Agreement and as described in the Prospectus will not
     require the Trading Advisor to be registered as an "investment  adviser" as
     that term is defined in the Investment Advisers Act of 1940, as amended.

          (vii)  Nothing has come to such  counsel's  attention  that would lead
     them to believe that, (A) the Registration  Statement at the time it became
     effective,   insofar  as  the  Trading  Advisor  and  the  Trading  Advisor
     Principals are concerned, contained any untrue statement of a material fact
     or  omitted  to state a  material  fact  required  to be stated  therein or
     necessary  to  make  the  statements  therein  not  misleading,  or (B) the
     Prospectus at the time it was issued or at the closing  contained an untrue
     statement of a material fact or omitted to state a material fact  necessary
     in order to make the statements  therein relating to the Trading Advisor or
     the Trading Advisor  Principals,  in light of the circumstances under which
     they were made, not misleading;  PROVIDED,  HOWEVER, that such counsel need
     express  no  opinion  or  belief  as to the  performance  data and notes or
     descriptions   thereto  set  forth  in  the   Registration   Statement  and
     Prospectus,  except that such counsel  shall opine,  without  rendering any
     opinion as to the  accuracy of the  information  in such  tables,  that the
     actual  performance  tables  of  the  Trading  Advisor  set  forth  in  the
     Prospectus  comply as to form in all material respects with applicable CFTC
     rules and all CFTC and NFA interpretations  thereof, except as disclosed in
     the Prospectus or as otherwise permitted by the CFTC staff, except that the
     Trading  Advisor  calculates all  performance  data by including  "notional
     equity" in determining the account size of partially-funded accounts.

     In giving the foregoing opinion,  counsel may rely on information  obtained
from  public  officials,  officers  of the Trading  Advisor,  and other  sources
believed by it to be responsible and may assume that signatures on all documents
examined by it are genuine.

     (c) To DWR,  the General  Partner and the  Partnership,  a report dated the
date of the closing which shall present,  for the period from the date after the
last day covered by the historical performance capsules in the Prospectus to the
latest  practicable day before closing,  updated  performance  information,  and
which  shall  certify  that such  information  is,  to the best of such  Trading
Advisor's knowledge, accurate in all material respects.

     (2) The  General  Partner  shall,  at the  Initial  Closing  following  the
effective date of the Registration Statement, provide the following:

     (a) To the Trading  Advisor a  certificate,  dated the date of such closing
and in form and substance  satisfactory  to the Trading  Advisor,  to the effect
that:

          (i) The  representations  and  warranties by the  Partnership  and the
     General Partner in this Agreement are true,  accurate,  and complete on and
     as of the date of the closing as if made on the date of the closing.

          (ii) No stop order  suspending the  effectiveness  of the Registration
     Statement  has been issued by the SEC and no  proceedings  for that purpose
     have been  instituted  or are pending or, to the  knowledge  of the General
     Partner,  are contemplated or threatened under the Securities Act. No order
     preventing or suspending  the use of the  Prospectus has been issued by the
     SEC,  NASD,  CFTC,  or NFA and no  proceedings  for that  purpose have been
     instituted or are pending or, to the knowledge of the General Partner,  are
     contemplated or threatened under the Securities Act or the CEAct.

          (iii) The  Partnership  and the General  Partner have performed all of
     their  obligations  and satisfied all of the conditions on their part to be
     performed or satisfied  under this Agreement at or prior to the date of the
     closing.

     (b) To the parties  hereto,  an opinion of  Cadwalader,  Wickersham & Taft,
counsel  to the  General  Partner  and the  Partnership,  in form and  substance
satisfactory to such parties, to the effect that:

          (i) The Partnership is a limited  partnership  duly formed pursuant to
     the Certificate of Limited Partnership,  the Limited Partnership  Agreement
     and the  DRULPA  and is  validly  existing  under  the laws of the State of
     Delaware with full partnership  power and authority to conduct the business
     in which it proposes to engage as described in the  Registration  Statement
     and Prospectus and to perform its  obligations  under this  Agreement;  the
     Partnership has received a Certificate of Authority as  contemplated  under
     the  New  York  Revised  Limited  Partnership  Act and is  qualified  to do
     business   in  New  York  and  need  not  affect   any  other   filings  or
     qualifications  under the laws of any other  jurisdictions  to conduct  its
     business as described in the Registration Statement and Prospectus.

          (ii) The General Partner is duly organized and validly existing and in
     good standing as a corporation  under the laws of the State of Delaware and
     is  qualified  to  do  business  and  is  in  good  standing  as a  foreign
     corporation  in the  State of New York and in each  other  jurisdiction  in
     which the nature or conduct of its business requires such qualification and
     the  failure  to so  qualify  might  reasonably  be  expected  to result in
     material adverse  consequences to the Partnership or the General  Partner's
     ability  to  perform  its  obligations  as  described  in the  Registration
     Statement and Prospectus.  The General Partner has full corporate power and
     authority  to  conduct  its  business  as  described  in  the  Registration
     Statement  and  Prospectus  and  to  perform  its  obligations  under  this
     Agreement.

          (iii) The General  Partner,  each of its principals as defined in Rule
     3.1  under  the  CEAct,  and the  Partnership  have all  federal  and state
     governmental  and  regulatory   licenses,   registrations  and  memberships
     required  by law and  have  made all  filings  necessary  in order  for the
     General Partner and the Partnership to perform their obligations under this
     Agreement  to conduct  their  business  as  described  in the  Registration
     Statement and Prospectus, except for such licenses,  memberships,  filings,
     and  registrations,  the absence of which would not have a material adverse
     effect on the ability of the  Partnership or the General  Partner to act as
     described in the Registration Statement and Prospectus, or to perform their
     obligations  under  this  Agreement,  and,  to the  best of such  counsel's
     knowledge,  after due investigation,  none of such licenses and memberships
     or registrations have been rescinded, revoked or suspended.

          (iv) This  Agreement and the Limited  Partnership  Agreement have been
     duly  authorized,  executed  and  delivered  by or on behalf of the General
     Partner and this Agreement has been duly authorized, executed and delivered
     by or on  behalf  of the  Partnership,  and each  constitutes  a valid  and
     binding  agreement  of the  General  Partner  and/or  the  Partnership,  as
     applicable,   enforceable  in  accordance   with  its  terms,   subject  to
     bankruptcy, insolvency,  reorganization,  moratorium or similar laws at the
     time  in  effect  affecting  the  enforceability  generally  of  rights  of
     creditors and by general  principals of equity  (regardless of whether such
     enforceability  is  considered  in a proceeding  in equity or at law),  and
     except as enforceability of the indemnification and exculpation  provisions
     contained in this  Agreement and the Limited  Partnership  Agreement may be
     limited by applicable law or public policy.

          (v) The  execution  and delivery of this  Agreement  and the offer and
     sale of the Units by the  Partnership and the incurrence of the obligations
     herein  set forth and the  consummation  of the  transactions  contemplated
     herein and in the Prospectus  will not be in  contravention  of the General
     Partner's  certificate  of  incorporation  or bylaws,  the  Certificate  of
     Limited  Partnership  and  the  Limited  Partnership  Agreement,   and  the
     execution and delivery of the Limited Partnership  Agreement will not be in
     contravention  of the General  Partner's  certificate of  incorporation  or
     bylaws or the Certificate of Limited Partnership,  and, to the best of such
     counsel's  knowledge  based upon due  inquiry of  certain  officers  of the
     General  Partner,  none of the  foregoing  will  constitute a breach of, or
     default under, or a violation of any agreement or instrument  known to such
     counsel by which the General Partner or the Partnership is bound or violate
     any order known to such counsel or any law, rule or  regulation  applicable
     to the General Partner or the Partnership of any court,  governmental body,
     administrative   agency,  panel  or  self-regulatory   organization  having
     jurisdiction over the General Partner or the Partnership.

          (vi) To such  counsel's  knowledge,  based upon due inquiry of certain
     officers of the General  Partner,  except as disclosed  in the  Prospectus,
     there are no actions,  suits or  proceedings at law or in equity pending or
     threatened  before  or by  any  court,  governmental  body,  administrative
     agency, panel or self-regulatory organization, nor have there been any such
     actions,  suits or proceedings  within the five years preceding the date of
     the Prospectus  against the General  Partner or the  Partnership  which are
     required to be disclosed in the Registration Statement or Prospectus.

          (vii) The Registration Statement is effective under the Securities Act
     and, to the best of such counsel's  knowledge,  no  proceedings  for a stop
     order are pending or threatened under Section 8(d) of the Securities Act or
     any similar state securities laws.

          (viii) At the time the Registration  Statement became  effective,  the
     Registration Statement, and at the time the Prospectus was issued and as of
     the closing,  the Prospectus,  complied as to form in all material respects
     with the  requirements of the Securities  Act, the Securities  Regulations,
     the CEAct and the regulations of the NFA and NASD.

          (ix) Based upon reliance on certain SEC "no-action" letters, as of the
     closing,   the   performance  by  the   Partnership  of  the   transactions
     contemplated  by this Agreement and as described in the Prospectus will not
     require the  Partnership to register as an  "investment  company" under the
     Investment Company Act of 1940, as amended.

          (x) Nothing has come to such counsel's  attention that would lead them
     to believe that the Registration  Statement at the time it became effective
     contained  any untrue  statement  of a material  fact or omitted to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not  misleading,  or that the Prospectus at the time it
     was issued or at the closing  contained  an untrue  statement of a material
     fact or omitted to state a material fact  necessary to make the  statements
     therein,  in light of the  circumstances  under which they where made,  not
     misleading;  provided,  however,  that  Cadwalader,  Wickersham & Taft need
     express  no opinion or belief  (a) as to  information  in the  Registration
     Statement  or  the  Prospectus   regarding  any  Trading   Advisor  or  its
     principals, or (b) as to the financial statements,  notes thereto and other
     financial or statistical data set forth in the  Registration  Statement and
     Prospectus,  or (c) as to the  performance  data and notes or  descriptions
     thereto set forth in the Registration Statement and Prospectus.

          (xi) The General Partner and its "principals," as defined in CFTC Rule
     3.1(a),  and the  Partnership  have all  federal  and  state  governmental,
     regulatory,    self-regulatory    and   exchange    approvals,    licenses,
     registrations,  and memberships, and have effected all filings with federal
     and  state  governmental  regulators,   self-regulatory  organizations  and
     exchanges required to conduct their business and to act as described in the
     Prospectus,  or required to perform their  obligations under this Agreement
     and the Limited Partnership Agreement, except for such approvals, licenses,
     registrations, memberships, and filings the absence of which would not have
     a  material  adverse  effect on their  ability to act as  described  in the
     Prospectus, or to perform their obligations under such agreements,  and, to
     the best of such counsel's knowledge, after due investigation, none of such
     approvals,  licenses,  registrations,  memberships,  or  filings  has  been
     rescinded, revoked, or suspended.

          (xii) The information in the Prospectus under the captions "Summary of
     the Prospectus--Tax Considerations," "Risk Factors--Taxation and Regulatory
     Risks,"  "Purchases  by  Employee  Benefit  Plans--ERISA   Considerations,"
     "Material Federal Income Tax  Considerations,"  "State and Local Income Tax
     Aspects," and "The Limited Partnership Agreements," to the extent that such
     information  constitutes  matters  of law or  legal  conclusions,  has been
     reviewed by such counsel and is correct.

          (xiii) The Limited Partnership Agreement provides for the subscription
     for and sale of the Units;  all action  required to be taken by the General
     Partner and the Partnership as a condition to the subscription for and sale
     of the Units to qualified  subscribers  therefor has been taken;  and, upon
     payment  of  the   consideration   therefor   specified   in  the  accepted
     Subscription and Exchange  Agreement and Power of Attorney,  the Units will
     constitute valid limited partnership  interests in the Partnership and each
     subscriber who purchases  Units will become a Limited  Partner,  subject to
     the  requirement  that  each such  purchaser  shall  have  duly  completed,
     executed  and  delivered to the  Partnership  a  Subscription  and Exchange
     Agreement  and Power of Attorney  relating to the Units  purchased  by such
     purchaser,  that such purchaser meets all applicable  suitability standards
     and  that the  representations  and  warranties  of such  purchaser  in the
     Subscription  and  Exchange  Agreement  and Power of Attorney  are true and
     correct and that such  purchaser  is  included as a Limited  Partner in the
     Partnership's records.

     In rendering  its opinion,  such counsel may rely on  information  obtained
from  public  officials,  officers  of the  General  Partner  and other  sources
believed by it to be responsible and may assume that signatures on all documents
examined by it are genuine,  and that a Subscription and Exchange  Agreement and
Power  of  Attorney  in the  form  attached  to the  Prospectus  has  been  duly
authorized, completed, dated, executed, and delivered and funds representing the
full  subscription  price for the Units  purchased  have been  delivered by each
purchaser  of  Units  in  accordance  with  the  requirements  set  forth in the
Prospectus.

     18.  INCONSISTENT FILINGS.

     The Trading  Advisor  agrees not to file,  participate in the filing of, or
publish any description of the Trading Advisor, or of its respective  principals
or  trading  approaches  that  is  materially  inconsistent  with  those  in the
Registration Statement and Prospectus,  without so informing the General Partner
and furnishing to it copies of all such filings within a reasonable period prior
to the date of filing or publication.

     19.  DISCLOSURE DOCUMENT.

     During the term of this Agreement, the Trading Advisor shall furnish to the
General Partner promptly copies of all disclosure  documents filed with the CFTC
or NFA by the Trading Advisor.  The General Partner  acknowledges receipt of the
Trading Advisor's disclosure document dated October 15, 1998

     20.  NOTICES.

     All  notices  required to be  delivered  under this  Agreement  shall be in
writing and shall be effective when  delivered  personally on the day delivered,
or when given by registered or certified mail,  postage prepaid,  return receipt
requested, on the day actually received,  addressed as follows (or to such other
address as the party entitled to notice shall hereafter  designate in accordance
with the terms hereof):

     if to the Partnership:

     Morgan Stanley Dean Witter Charter Graham L.P.
     c/o Demeter Management Corporation
     Two World Trade Center
     62nd Floor
     New York, New York  10048

     if to the General Partner:

     Demeter Management Corporation
     Two World Trade Center
     62nd Floor
     New York, New York  10048
     Attn:  Robert E. Murray

     if to the Trading Advisor:

     Graham Capital Management, L.P.
     Stamford Harbor Park
     333 Ludlow Street
     Stamford, Connecticut  06902
     Attn:  Kenneth G. Tropin

     21.  SURVIVAL.

     The  provisions of this  Agreement  shall survive the  termination  of this
Agreement with respect to any matter arising while this Agreement was in effect.

     22.  GOVERNING LAW.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAW OF THE STATE OF NEW YORK. IF ANY ACTION OR PROCEEDING  SHALL BE BROUGHT BY A
PARTY TO THIS AGREEMENT OR TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS  AGREEMENT,
EACH PARTY HERETO  HEREBY  CONSENTS AND WILL SUBMIT TO THE  JURISDICTION  OF THE
COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE COUNTY, CITY
AND STATE OF NEW YORK.  ANY  ACTION OR  PROCEEDING  BROUGHT BY ANY PARTY TO THIS
AGREEMENT TO ENFORCE ANY RIGHT, ASSERT ANY CLAIM OR OBTAIN ANY RELIEF WHATSOEVER
IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY  EXCLUSIVELY IN
THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL  COURT SITTING IN THE COUNTY,
CITY AND STATE OF NEW YORK.

     23.  REMEDIES.

     In any action or  proceeding  arising out of any of the  provisions of this
Agreement,  the Trading Advisor agrees not to seek any prejudgment  equitable or
ancillary  relief.  The Trading  Advisor agrees that its sole remedy in any such
action or proceeding  shall be to seek actual monetary damages for any breach of
this Agreement.

     24.  HEADINGS.

     Headings to sections herein are for the convenience of the parties only and
are not  intended  to be part of or to affect the meaning or  interpretation  of
this Agreement.

     IN WITNESS  WHEREOF,  this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.


                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       GRAHAM L.P.
                                       by Demeter Management Corporation,
                                       General Partner


                                       By: /s/ MARK J. HAWLEY




                                       DEMETER MANAGEMENT CORPORATION


                                       By: /s/ MARK J. HAWLEY




                                       GRAHAM CAPITAL MANAGEMENT, L.P.


                                       By: /s/ KENNETH G. TROPIN