Exhibit 10.01


                              MANAGEMENT AGREEMENT

            THIS  MANAGEMENT  AGREEMENT,  made as of the 31st  day of  December,
1997,  among  MORGAN  STANLEY  TANGIBLE  ASSET  FUND L.P.,  a  Delaware  limited
partnership (the  "Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware
corporation (the "General Partner"),  and MORGAN STANLEY COMMODITIES MANAGEMENT,
INC., a Delaware corporation (the "Trading Advisor").


                             W I T N E S S E T H:

            WHEREAS, the Partnership's business and general purpose is to trade,
buy,  sell,  spread,  or  otherwise   acquire,   hold,  or  dispose  of  certain
commodity-related  interests  including  but not  limited to  commodity  futures
contracts  (hereinafter referred to as "futures interests") and securities (such
as United States Treasury  securities) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer  funds,  and to engage in all
activities incident thereto;

            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 and the Trading Advisor desires
so to act;

            WHEREAS, the Partnership plans to offer units of Limited Partnership
Interest ("Units") to investors in a public offering under the Securities Act of
1933, as amended, (the "Securities Act"),  pursuant to a Registration  Statement
on Form S-1 (No.  333-33975)  (as amended from time to time,  the  "Registration
Statement") and a final  Prospectus  constituting a part thereof (as amended and
supplemented, the "Prospectus"); 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 the Partnership's futures interests trading;

            NOW, THEREFORE, the parties hereto hereby agree as follows:


            1.    Undertakings in Connection with the Offering of Units.

            (a)  The  Trading  Advisor  agrees:  (i)  to  make  all  disclosures
regarding itself, its principals and affiliates,  its trading  performance,  its
trading systems,  methods,  and strategies  (subject to the need to preserve the
secrecy  of  proprietary  information  concerning  such  systems,  methods,  and
strategies),  any  client  accounts  over  which  it has  discretionary  trading
authority,  and otherwise,  as the Partnership may reasonably  require (x) to be
made in the  Partnership's  Prospectus  including any  amendments or supplements
thereto,  or (y) 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.

            (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  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  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.

            2.    Duties of the Trading Advisor.

            (a) The Trading Advisor agrees to act as the trading advisor for the
Partnership  and, as such,  shall have sole  authority  and  responsibility  for
advising the investment  and  reinvestment  of the assets of the  Partnership in
futures  interests  on the  terms  and  conditions  and in  accordance  with the
restrictions and trading policies set forth in this Agreement, the Partnership's
Limited  Partnership  Agreement  as from  time to time in effect  (the  "Limited
Partnership Agreement"), and the Prospectus; 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  described
in the  Limited  Partnership  Agreement,  (ii)  to  fund  any  distributions  or
redemptions,  or (iii) to pay the  Partnership's  expenses.  The General Partner
agrees not to  override  any such  instructions  for the  reasons  specified  in
clauses  (ii) and (iii) 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 days of such request.

            (b)  The  Trading  Advisor  shall  exercise  its  best  judgment  in
determining  the trades in futures  interests for the account of the Partnership
in accordance with the  restrictions and trading policies of the Partnership and
the Trading  Advisor's  trading  strategy as in effect on the date hereof,  with
such changes and additions to such trading strategy as the Trading Advisor, from
time to time,  incorporates  into its trading  approach for accounts the size of
the Partnership.

            (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 and commissions arising from trading by the Trading Advisor shall
be for the account of the Partnership.

            (d) Notwithstanding any provision of 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.  The Trading Advisor's errors
shall include,  but not be limited to,  inputting  improper  trading  signals or
communicating  incorrect  orders to any  commodity  broker for the  Partnership.
However,  the Trading Advisor shall not be responsible  for errors  committed or
caused by any commodity  broker for the  Partnership.  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
to any commodity broker for the Partnership.

            (e) The General Partner on behalf of the  Partnership  shall deliver
to the Trading  Advisor a trading  authorization  in the form annexed  hereto as
Exhibit A appointing the Trading Advisor the Partnership's  attorney-in-fact for
such purpose.

            3.    Designation of Additional Trading Advisors; Additional Assets.

            (a) 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
defined in Section 6(c) hereof) 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 additional trading
advisor(s)  are 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 Net  Profits
properly attributable to the trading done by the Trading Advisor.

            (b) The Trading  Advisor in its sole discretion may refuse to accept
any additional  allocation of Partnership assets for management  hereunder after
the final closing of the public offering pursuant to the Registration Statement.

            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(s) for the Partnership as members of any partnership,  joint
venture,  association,  syndicate or other entity, 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.

            5.    Commodity Broker.

            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, MS & Co. acts as commodity broker for the Partnership.

            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 (the "Management  Fee"),  without
regard  to  the   profitability  of  the  Trading   Advisor's  trading  for  the
Partnership's  account, equal to 5/24 of 1% of the Net Assets of the Partnership
as of the first day of each calendar  month  commencing  with the month in which
the  Partnership  begins to receive  trading  advice  from the  Trading  Advisor
pursuant to this Agreement (a 2.5% annual rate).

                 (ii) An  annual  incentive  fee  equal  to 20% of the  "Trading
Profits" (as defined in Section 6(d)) as of the end of each calendar  year.  Any
accrued  incentive  fees with  respect to any Units  redeemed  at the end of the
month which is not the end of a calendar  year will be deducted  and paid to the
Trading Advisor at the time of the redemption.

            (b) If this  Agreement is terminated on a date other than the end of
a calendar  year,  the incentive  fee described  above shall be determined as if
such date were the end of a calendar  year. If this Agreement is terminated on a
date other than the first day of a calendar 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,  or, as a result of an 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  engaged in trading
operations  or utilizes 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 as in Section 8(d)(1) of the Limited Partnership Agreement.

            (d) As used herein,  the term "Trading  Profits"  shall mean futures
interests trading profits  (realized and unrealized)  earned by the Partnership,
decreased by monthly  Management Fees,  brokerage fees,  service fees, and other
expenses directly  attributable to the  Partnership's  futures interests trading
activities,  with such trading profits and items of decrease determined from the
end of the last  calendar  year for  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 the Partnership  commenced trading to the end of
the calendar year as of which such  incentive fee  calculation is being made. If
Net Assets are reduced or  increased  because of  redemptions  or  subscriptions
which  occur at the end of,  or  subsequent  to, a  calendar  year in which  the
Partnership experiences a futures interests trading loss, the trading loss which
must be recovered  before the Partnership  will be deemed to experience  Trading
Profits will be equal to the amount  determined by (x) dividing Net Assets after
such  redemptions or  subscriptions  by the Net Assets  immediately  before such
redemptions or subscriptions  and (y) multiplying that fraction by the amount of
the  unrecovered   futures  interests  trading  loss.  In  the  event  that  the
Partnership experiences a futures interests trading loss in more than one fiscal
year  without  an  intervening  payment of an  incentive  fee and Net Assets are
reduced or increased in more than one such calendar year because of  redemptions
or  subscriptions,  then the  trading  loss  shall in each case be  adjusted  in
accordance with the formula  described above and such adjusted amount of futures
interests  trading loss shall be carried  forward and used to offset  subsequent
futures  interests  contract  trading  profits.  Extraordinary  expenses  of the
Partnership,  if any,  will not be  deducted  in  determining  Trading  Profits.
Trading Profits do not include  interest income earned by the Partnership on its
assets.

            (e) If any payment of incentive fees is made to the Trading  Advisor
on account of Trading  Profits  earned by the  Partnership  and the  Partnership
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.

            7.    Term.

            This  Agreement  shall  continue  in effect for a period of one year
after the date of this  Agreement.  Thereafter,  this Agreement shall be renewed
automatically for additional one-year terms unless either the Partnership or the
Trading  Advisor,  upon written  notice given not less than 60 days prior to the
original  termination date or any extended  termination date, notifies the other
party of its  intention  not to renew.  This  Agreement  shall  terminate if the
Partnership  terminates.  The Partnership shall have the right to terminate this
Agreement  without  penalty (a) upon 15 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 the Trading  Advisor becomes
bankrupt or insolvent;  (ii) if the Trading Advisor is unable to use its trading
systems or methods as in effect on the date of this Agreement and as refined and
modified  in the  future  for  the  benefit  of the  Partnership;  (iii)  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;  (iv) except as provided in Section 11
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 trading systems or methods,  or its goodwill to,
any  individual or entity;  (v) if, the Net Asset Value of a Unit,  after adding
back  distributions,  if any, shall be less than $500; (vi) if, at any time, the
Trading Advisor violates any trading policy set forth in the Limited Partnership
Agreement  or any  administrative  policy the General  Partner  delivered to the
Trading  Advisor,  except with the prior express  written consent of the General
Partner;  or (vii) if the Trading  Advisor fails in a material manner to perform
any of its  obligations  under  this  Agreement.  The  indemnities  set forth in
Section 8 hereof shall survive any termination of this Agreement.

            8.    Standard of Liability and Indemnity.

            (a) The Trading  Advisor and its affiliates (as defined below) shall
not be liable to the Partnership,  the General Partner, the Limited Partners, or
any of its or their  respective  successors or assigns,  for any act,  omission,
conduct,  or activity  undertaken by or on behalf of the Partnership;  provided,
that,  the Trading  Advisor shall be liable for such act,  omission,  conduct or
activity unless the Trading Advisor in good faith determines such act, omission,
conduct or activity to be in the best  interests  of the  Partnership,  and such
act, omission, conduct, or activity did not constitute misconduct or negligence.

            (b) The Partnership  shall  indemnify,  defend and hold harmless the
Trading Advisor and its affiliates from and against any loss, liability, damage,
cost,  or expense  (including  attorneys'  and  accountants'  fees and  expenses
incurred  in the defense of any  demands,  claims,  or  lawsuits)  actually  and
reasonably  incurred  arising  from  any act,  omission,  conduct,  or  activity
undertaken  by  the  Trading   Advisor  or  its  affiliates  on  behalf  of  the
Partnership,  including,  without limitation,  any demands,  claims, or lawsuits
initiated  by a  Limited  Partner  of the  Partnership  (or  assignee  thereof),
provided,  that (i) the Trading Advisor has determined,  in good faith, that the
act, omission, conduct, or activity giving rise to the claim for indemnification
was in the best  interests  of the  Partnership,  and  (ii)  the act,  omission,
conduct, or activity that was the basis for such loss, liability,  damage, cost,
or  expense  was not the result of  misconduct  or  negligence.  Notwithstanding
anything to the contrary contained in the foregoing, neither the Trading Advisor
nor any of its  affiliates  shall  be  indemnified  by the  Partnership  for any
losses,  liabilities, or expenses arising from or out of an alleged violation of
federal  or state  securities  laws  unless  (A)  there  has  been a  successful
adjudication  on the  merits of each  count  involving  alleged  securities  law
violations  as to the  particular  indemnitee,  or (B)  such  claims  have  been
dismissed with prejudice on the merits by a court of competent  jurisdiction  as
to the particular indemnitee,  or (C) a court of competent jurisdiction approves
a settlement  of the claims  against the  particular  indemnitee  and finds that
indemnification  of the settlement  and related costs should be made,  provided,
with regard to such court approval, the indemnitee must apprise the court of the
position  of the SEC,  and the  position  of the  securities  administrators  of
Massachusetts,  Missouri, Tennessee, and/or those other states and jurisdictions
in which the plaintiffs  claim they were offered or sold Units,  with respect to
indemnification for securities laws violations before seeking court approval for
indemnification.  Furthermore,  in any action or proceeding brought by a Limited
Partner  in the right of the  Partnership  to which the  Trading  Advisor or any
affiliate  thereof is a party  defendant,  any such person shall be  indemnified
only to the extent and subject to the  conditions  specified  in this Section 8.
The  Partnership  shall make advances to the Trading  Advisor or its  affiliates
hereunder only if: (1) the demand,  claim,  lawsuit,  or legal action relates to
the  performance of duties or services by such persons to the  Partnership;  (2)
such  demand,  claim,  lawsuit,  or legal  action is not  initiated by a Limited
Partner; and (3) such advances are repaid, with interest at the legal rate under
Delaware law, if the person receiving such advance is ultimately found not to be
entitled to indemnification hereunder.

            (c) The Trading  Advisor shall  indemnify,  defend and hold harmless
the  Partnership,  the General  Partner,  and each of their  affiliates from and
against any liabilities,  losses, claims, damages, costs and expenses (including
attorneys'  and  accountants'  fees and expenses  incurred in the defense of any
demands,  claims, or lawsuits) actually and reasonably  incurred as a result any
act,  omission,  conduct or activity of the Trading  Advisor or its  affiliates,
provided that the act, omission,  conduct,  or activity giving rise to the claim
for  indemnification  was the result of such  person's bad faith,  misconduct or
negligence.

            (d) The indemnities provided in this Section 8 by the Partnership to
the Trading Advisor and its affiliates shall be inapplicable in the event of any
liabilities,  losses, claims, damages or expenses arising out of, or based upon,
any material breach of any representation,  warranty,  covenant, or agreement of
the Trading  Advisor  contained in this  Agreement to the extent  caused by such
event.  Likewise,  the  indemnities  provided  in this  Section 8 by the Trading
Advisor to the General Partner and the  Partnership and any of their  affiliates
shall be inapplicable in the event of any liabilities,  losses,  claims, damages
or  expenses  arising  out  of,  or  based  upon,  any  material  breach  of any
representation,  warranty,  covenant,  or  agreement of the  Partnership  or the
General Partner, as applicable, contained in this Agreement to the extent caused
by such  event.  The  indemnifying  party will not be liable for any  settlement
effected without the indemnifying party's express written consent.

            (e) As used in this  Section  8, the term  "affiliate"  of an entity
shall mean: (i) any natural person,  partnership,  corporation,  association, or
other legal entity directly or indirectly owning,  controlling,  or holding with
power to vote 10% or more of the outstanding  voting  securities of such entity;
(ii) any  partnership,  corporation,  association,  or other legal entity 10% or
more of whose  outstanding  voting  securities are directly or indirectly owned,
controlled, or held with power to vote by such entity; (iii) any natural person,
partnership,  corporation,  association,  or  other  legal  entity  directly  or
indirectly  controlling,  controlled  by, or under  common  control  with,  such
entity;  or (iv) any  officer or director of such  entity.  Notwithstanding  the
foregoing,  "affiliates"  of the Trading  Advisor for purposes of this Section 8
shall include only those persons acting on behalf of the Trading  Advisor within
the  scope  of the  authority  of the  Trading  Advisor,  as set  forth  in this
Agreement, who perform services for the Partnership.

            9.    Right to Advise Others and Uniformity of Acts and Practices.

            (a) The  Trading  Advisor  is engaged in the  business  of  advising
persons 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  persons  (including  affiliates)  and  trading  for  their  own
accounts.  However,  under no circumstances shall the Trading Advisor by any act
or omission favor any account  advised or managed by the Trading  Advisor (which
employs the same trading  strategy as the  Partnership)  over the account of the
Partnership  in any way or manner (other than by charging  different  management
and/or  incentive fees or employing  different  leverage).  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  persons  and  shall  be free to trade  on the  basis of the same  trading
systems,  methods, or strategies employed by the Trading Advisor for the account
of the  Partnership,  or  trading  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
Commodity Exchange Act 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  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  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,  fairly and equitably in light of each accounts  trading  strategies to
the extent necessary to comply with the applicable position limits.

            10.   Representations Warranties and Covenants.

            (a) The Trading Advisor represents and warrants that:

                  (i) It will  exercise  good  faith and due care in  trading on
behalf of the  Partnership  pursuant to the trading  programs  described  in the
Prospectus or any other trading programs agreed to by the General Partner.

                  (ii) All  information  furnished or to be furnished in writing
to the General Partner by the Trading Advisor relating to the Trading Advisor or
its trading is or will be accurate and complete in all material respects.

                  (iii)  The  Trading   Advisor  has  reviewed  the  information
concerning  the Trading  Advisor  set forth in the  Registration  Statement  and
Prospectus and such information is accurate in all material respects.

                  (iv) The  Trading  Advisor  shall  follow,  at all times,  the
Trading  Policies of the  Partnership  (as described in the  Prospectus)  and as
amended from time to time with the consent of the Trading Advisor, which consent
shall not be unreasonably withheld.

                  (v) The  Trading  Advisor  shall trade the  Partnership's  Net
Assets only in futures contracts traded on U.S.  contract  markets,  and futures
contracts  traded on non-U.S.  exchanges which are permitted under the Commodity
Exchange Act for trading in the U.S. by U.S. persons.

            (b) 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  in the event  that the  Trading  Advisor  or any of its  principals
described in the Prospectus becomes the subject of any investigation,  claim, or
proceeding of any exchange, commission, court or regulatory authority 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.

            (c) The General Partner 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 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 General Partner's ability to act as described herein and in the Prospectus.

                  (ii) The General  Partner  shall  inform the  Trading  Advisor
immediately  in the event  that the  General  Partner  or any of its  principals
described in the Prospectus becomes the subject of any investigation,  claim, or
proceeding of any exchange, commission, court or regulatory authority 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.

            11.   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 trading systems or methods,  or its goodwill,  to any
entity that is directly  or  indirectly  controlled  by,  controlling,  or under
common control with, the Trading  Advisor,  provided that such entity  expressly
assumes all  obligations of the Trading  Advisor under this Agreement and agrees
to continue to operate the  business of the Trading  Advisor,  substantially  as
such business is being conducted on the date hereof.

            12.   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.

            13.   Assignment.

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

            14.   Amendment.

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

            15.   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.

            16.   Inconsistent Filings.

            Prior to the end of 90 days following termination of the offering of
Units, 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
and affiliates 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.  No such description shall be
published or filed to which the General Partner  reasonably  objects,  except as
otherwise  required by law. If a copy of any materially  inconsistent  filing or
publication  is filed or published  after the 90th day following  termination of
the offering of Units,  the Trading  Advisor shall promptly  furnish the General
Partner  with such a copy,  but the  Trading  Advisor  need not give the General
Partner prior notice thereof.

            17.   Disclosure Documents.

            The General Partner  acknowledges  receipt of the Trading  Advisor's
disclosure document dated December 1, 1997.

            18.   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 mail,  on the day of receipt,  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 Tangible Asset Fund
                    Limited Partnership
                  c/o Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York 10048

            if to the General Partner:

                  Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York 10048
                  Attn:  Mark J. Hawley

            if to the Trading Advisor:

                  Morgan Stanley Commodities Management, Inc.
                  1221 Avenue of the Americas
                  21st Floor
                  New York, New York 10020
                  Attn:  Wayne D. Peterson

            in each case with a copy to:

                  Dean Witter Reynolds Inc.
                  130 Liberty Street
                  New York, New York 10006
                  Attn:  Michael T. Gregg, Esq.

            19.   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.

            20.   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.

            21.   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.

            22.   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 and its terms will take effect as of the day and year
first above written.

                                   MORGAN STANLEY TANGIBLE ASSET LIMITED
                                   PARTNERSHIP

                                   By:  Demeter Management Corporation,
                                        General Partner




                                   By:  /s/ Mark J. Hawley
                                        -------------------------------
                                            Mark J. Hawley, President


                                   DEMETER MANAGEMENT CORPORATION




                                   By:  /s/ Mark J. Hawley
                                        -------------------------------
                                            Mark J. Hawley, President


                                   MORGAN STANLEY COMMODITIES MANAGEMENT, INC.




                                   By:  /s/ Wayne D. Peterson
                                        -------------------------------
                                            Wayne D. Peterson, President