Exhibit 10.01



                              MANAGEMENT AGREEMENT

     THIS  AGREEMENT,  made as of the 6th day of  November,  1998  among  MORGAN
STANLEY DEAN WITTER CHARTER  WELTON L.P., a Delaware  limited  partnership  (the
"Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General Partner"),  and WELTON INVESTMENT  CORPORATION,  a Delaware corporation
(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.  333-60097)  (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  portfolios,  programs,
systems,  methods,  and  strategies  (subject  to the  need,  in the  reasonable
discretion  of the  Trading  Advisor,  to preserve  the  secrecy of  proprietary
information,  including  proprietary  information  concerning  such  principals,
affiliates,  portfolios, 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 initial and  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  portfolios  and  programs  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 a material  alteration in the Trading Advisor's trading portfolios
and programs.

     (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 on prior  reasonable  notice to the Trading
     Advisor.  The  Trading  Advisor  shall trade the  Partnership's  Net Assets
     pursuant to the specified trading  portfolios and programs described in the
     Prospectus (with such changes and additions to such trading  portfolios and
     programs as the Trading Advisor,  from time to time,  incorporates into its
     trading  portfolios and programs 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   portfolios  and  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  portfolios and 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 it deems  are
     reasonably 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 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 within a reasonable  time of such request with
     all  material  information  (including,  without  limitation,   information
     relating to changes in control,  personnel,  trading approach, or financial
     condition)   concerning   the  Trading   Advisor  other  than   proprietary
     information. 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.  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. 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 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 (and payable  pursuant to Section 6 (f) below),  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 (and payable pursuant to Section 6(f) below).

     (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 direct result of a material
act or 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  Patrick  Welton  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 portfolios, 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  portfolios,  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 prohibitions,  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
portfolios  and  programs  used  by the  Partnership  and  the  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;  (v) the Trading  Advisor has
amended  its trading  portfolios  and  programs 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;  (vi) the
Partnership's Net Assets fall below $1,000,000 at any time; or (vii) the General
Partner   designates  an  additional   trading   advisor  or  advisors  for  the
Partnership.

     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  activities and  obligations as set forth herein,  none of the Trading
Advisor,  and  its  controlling  persons,  its  affiliates,  and  all  of  their
respective directors, officers, shareholders,  employees and controlling persons
(collectively,  the  "Affiliates")  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,  including  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  Affiliates;  PROVIDED  that  such  liability  arises  from an act or
omission of the Trading  Advisor,  or any of its Affiliates  which is found by a
court of competent  jurisdiction upon entry of a final judgment (or, if no final
judgment is entered, by a written opinion rendered by independent 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.

     (c)  PARTNERSHIP  INDEMNITY  IN  RESPECT  OF  MANAGEMENT  ACTIVITIES.   The
Partnership shall indemnify,  defend,  and hold harmless the Trading Advisor and
its  Affiliates,   from  and  against  any  and  all  losses,  claims,  damages,
liabilities (joint and several),  costs, and expenses  (including any reasonable
investigatory,  legal,  and  other  expenses,  including  expenses  incurred  in
connection  with,  and any amounts paid in, any  settlement;  provided  that the
Partnership shall have approved such settlement) resulting from a demand, claim,
lawsuit,  action,  or  proceeding  relating  to the  futures  interests  trading
activities of the  Partnership  undertaken by the Trading  Advisor or any of its
other activities or obligations provided for in this Agreement;  PROVIDED that a
court of competent  jurisdiction upon entry of a final judgment finds (or, if no
final judgment is entered,  a written  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  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.

     (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);  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 and any selling material,  in
light of the circumstances under which they were made) not misleading,  provided
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);   provided,  further,  that,  unless  a  court  of  competent
jurisdiction  has entered a final judgment  finding (or, if no final judgment is
entered,  a written  opinion  is  rendered  by  independent  counsel  reasonably
acceptable  to both parties) to the effect that there was a misleading or untrue
statement  of  material  fact or  omission  to state a  material  fact  relating
specifically  to the Trading  Advisor or its  Trading  Advisor  Principals,  the
Trading  Advisor's  indemnification  liability  under Section  8(d)(ii) shall be
limited to the amount of the  management  and  incentive  fees  received  by the
Trading Advisor pursuant to this Agreement.

     (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 and its Affiliates 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.

     (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
different from, in addition to, or 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 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  intentionally  or materially  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 portfolios,  programs,  systems, methods,
or  strategies   employed  by  the  Trading  Advisor  for  the  account  of  the
Partnership,  or trading portfolios,  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  portfolios,  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
     portfolios and programs on behalf of the Partnership  that are described in
     the  Prospectus  (as  modified  from  time to  time) or any  other  trading
     portfolios  and programs  agreed to by the General  Partner and the Trading
     Advisor.

          (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 on prior
     reasonable notice.

          (iii) The Trading  Advisor  shall  trade:  (A) the  Partnership's  Net
     Assets pursuant to the specified trading  portfolios and programs 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 portfolios and 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 organized,  validly  existing and in
     good  standing  as a  corporation  under  the  laws  of  the  state  of its
     incorporation and is qualified to do business as a foreign  corporation 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  corporate
     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  portfolios,  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 the Trading Advisor Principals' trading portfolios, 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  certificate of  incorporation  or bylaws of the Trading Advisor or any
     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.

          (xiii) The Trading  Advisor  conducts its primary  business  activity,
     including  the  performance  of  its  duties  and  obligations  under  this
     Agreement, in the State of California.

     (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 (as defined in Rule
     3.1 under the CEAct)  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 under  applicable law 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 reviewed by the Trading Advisor)  specifically relating to the Trading
     Advisor,  or its Trading Advisor  Principals or its trading  portfolios and
     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.

          (xii) The offer and sale of Units will comply  fully at all times with
     all applicable federal and state securities and commodities laws including,
     without  limitation,  the Securities Act, the Exchange Act, the CEAct,  and
     the  securities  ("Blue Sky") laws of the states in which Units are offered
     and sold.

     (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 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 portfolios,  programs,  systems or methods,
or its  goodwill,  to any  person  or  entity  that is  directly  or  indirectly
controlled by,  controlling,  or under common control with, the Trading Advisor,
provided that such person or 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
to the Trading Advisor,  in form and substance  satisfactory to such parties, to
the effect that:

          (i) The Trading  Advisor is a corporation  duly  organized and validly
     existing  under the laws of the State of Delaware  and is  qualified  to do
     business  and in good  standing  in the State of  California.  The  Trading
     Advisor 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.

          (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 in  order  for  the  Trading  Advisor  to  perform  its  duties  and
     obligations  under this Agreement,  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  and exculpation
     provisions  contained in this Agreement may be limited by applicable law or
     public policy.

          (iv) To such  counsel's  knowledge,  after  due  inquiry  of a  senior
     officer of the Trading Advisor  (consisting solely of a certificate of such
     officer),  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 certificate of  incorporation or bylaws 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 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  with  respect  to  the  performance  of  its  duties
     hereunder.

          (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.

          (viii)  Without  rendering  any  opinion  as to  the  accuracy  of the
     information in the  performance  capsules and related notes or descriptions
     thereto set forth in the Trading Advisor's  disclosure document dated March
     31, 1998, counsel shall opine that such performance information complies as
     to form in all material  respects with  applicable  CFTC rules and all CFTC
     and NFA interpretations  thereof,  except as specifically disclosed in such
     disclosure document.

     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 and at any Monthly Closing in which
the General Partner makes a similar request of the Trading Advisor,  provide the
following requested information:

     (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  or  other  order  or  action   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, the CEAct or other applicable law.

          (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),   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 March 31, 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 Welton 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:

          Welton Investment Corporation
          The Eastwood Building
          San Carlos between 5th and 6th
          P.O. Box 6147
          Carmel, California 93921-6147
          Attn: Patrick Welton

     With a copy to:

          Rosenman & Colin LLP
          575 Madison Avenue
          New York, NY 10022
          Attn:  Fred M. Santo, Esq.

     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.

<PAGE>

     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
                                            WELTON L.P.
                                            by Demeter Management Corporation,
                                            General Partner


                                       By:  /s/ MARK J. HAWLEY
                                            ------------------




                                       DEMETER MANAGEMENT CORPORATION


                                       By:  /s/ MARK J. HAWLEY
                                            ------------------



                                       WELTON INVESTMENT CORPORATION


                                       By:  /s/ PATRICK WELTON
                                            -------------------------
                                            Patrick Welton, President