EXHIBIT 10.01


                     AMENDED AND RESTATED CUSTOMER AGREEMENT


      THIS CUSTOMER AGREEMENT (this "Agreement"), made as of the 13th day of
November, 2000, by and between MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.,
a Delaware limited partnership (the "Customer"), and DEAN WITTER REYNOLDS INC.,
a Delaware corporation ("DWR");


                              W I T N E S S E T H :
                              - - - - - - - - - -

      WHEREAS, the Customer was organized pursuant to a Certificate of Limited
Partnership filed in the office of the Secretary of State of the State of
Delaware on July 15, 1998, and a Limited Partnership Agreement dated as of July
15, 1998, between Demeter Management Corporation, a Delaware corporation
("Demeter"), acting as general partner (in such capacity, the "General
Partner"), and the limited partners of the Customer ("Limited Partners"), to
trade, buy, sell, spread or otherwise acquire, hold, or dispose of commodities
(including, but not limited, to foreign currencies, mortgage-backed securities,
money market instruments, financial instruments, and any other securities or
items which are, or may become, 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 and
other securities on a limited basis, and to engage in all activities incident
thereto;

      WHEREAS, the Customer (which is a commodity pool) and the General Partner
(which is a registered commodity pool operator) have entered into a management
agreement (the "Management Agreement") with a certain trading advisor (the
"Trading Advisor") which provides that the Trading Advisor has the authority and
responsibility, except in certain limited situations, to direct the investment
and reinvestment of the assets of the Customer in futures interests under the
terms set forth in the Management Agreement;

      WHEREAS, the Customer and DWR entered into that certain Customer Agreement
dated as of November 6, 1998 (the "Customer Agreement"), whereby DWR agreed to
perform non-clearing futures interests brokerage and certain other services for
the Customer; and

      WHEREAS, the Customer and DWR wish to amend and restate the Customer
Agreement to set forth the terms and conditions upon which DWR will continue to
perform non-clearing futures interests brokerage and certain other services for
the Customer;

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

1.    Definitions. All capitalized terms not defined herein shall have the
      meaning given to them in the Customer's most recent prospectus as filed
      with the Securities and Exchange Commission (the "Prospectus") relating to
      the offering of units of limited partnership interest of the Customer (the
      "Units") and in any amendment or supplement to the Prospectus.

2.    Duties of DWR. DWR agrees to act as a non-clearing commodity broker for
      the Customer and introduce the Customer's account to Morgan Stanley & Co.
      Incorporated ("MS&Co.") and Morgan Stanley & Co. International Limited
      ("MSIL") for execution and clearing of futures interests transactions on
      behalf of the Customer in accordance with instructions provided by the
      Trading Advisor, and the Customer agrees to retain DWR as a non-clearing
      commodity broker for the term of this Agreement.

      DWR agrees to furnish to the Customer as soon as practicable all of the
information from time to time in its possession which Demeter, as the general
partner of the Customer, is required to furnish to the Limited Partners pursuant
to the Limited Partnership Agreement as from time to time in effect and as
required by applicable law, rules, or regulations and to perform such other
services for the Customer as are set forth herein and in the Prospectus.

3.    Obligations and Expenses. Except as otherwise set forth herein and in the
      Prospectus, the Customer, and not DWR, shall be responsible for all taxes,
      management and incentive fees to the Trading Advisor, brokerage fees to
      DWR, and all extraordinary expenses incurred by it. DWR shall pay all of
      the offering and ordinary administrative expenses of the Customer
      (including, but not limited to, legal, accounting, and auditing fees,
      printing costs, filing fees, escrow fees, marketing costs and expenses and
      other related expenses) and all charges of MS&Co. and MSIL for executing
      and clearing the Customer's futures interests trades (as described in
      paragraph 5 below), and shall not be reimbursed therefor.

4.    Agreement Nonexclusive. DWR shall be free to render services of the nature
      to be rendered to the Customer hereunder to other persons or entities in
      addition to the Customer, and the parties acknowledge that DWR may render
      such services to additional entities similar in nature to the Customer,
      including other partnerships organized with Demeter as their general
      partner. It is expressly understood and agreed that this Agreement is
      nonexclusive and that the Customer has no obligation to execute any or all
      of its trades for futures interests through DWR. The parties acknowledge
      that the Customer may utilize such other broker or brokers as Demeter may
      direct from time to time. The Customer's utilization of an additional
      commodity broker shall neither terminate this Agreement nor modify in any
      regard the respective rights and obligations of the Customer and DWR
      hereunder.

5.    Compensation of DWR. The Customer will pay brokerage fees to DWR at a
      monthly flat-rate. The Customer will pay to DWR a monthly flat-rate fee of
      1/12 of 7.0% of the Customer's Net Assets (a 7.0% annual rate) as of the
      first day of each month. DWR will receive such brokerage fees irrespective
      of the number of trades executed on the Customer's behalf.

      DWR will pay or reimburse the Customer, from brokerage fees received by
it, all charges of MS&Co. and MSIL for executing and clearing trades for the
Customer, including floor brokerage fees, exchange fees, clearinghouse fees, NFA
fees, "give up" fees, any taxes (other than income taxes), any third party
clearing costs incurred by MS&Co. and MSIL, and costs associated with taking
delivery of futures interests. For purposes of clarity, DWR does not pay or
reimburse the Customer for the mark-up, spread, or other profit of MS&Co.
included as a part of the transaction price on each foreign currency forward
contract trade executed with MS&Co. pursuant to the Foreign Exchange and Options
Master Agreement between MS&Co. and the Customer.

      From time to time, DWR may increase or decrease brokerage fees to be
charged to the Customer; provided, however, that: (i) notice of such increase is
mailed to each Limited Partner at least five business days prior to the last
date on which a "Request for Redemption" must be received by the General Partner
with respect to the applicable Redemption Date; and (ii) such notice shall
describe the redemption and voting rights of Limited Partners.

      Notwithstanding the foregoing, the Customer's expenses are subject to the
following limits: (a) if the Customer were to pay roundturn brokerage
commissions, the brokerage commissions (excluding transaction fees and costs)
payable by the Customer to DWR shall not exceed 80% of DWR's published
non-member rates for speculative accounts and (b) the aggregate of (i) brokerage
commissions (or fees) payable to DWR, (ii) transaction fees and costs payable by
the Customer, and (iii) net excess interest and compensating balance benefits to
DWR (after crediting the Customer with interest as described in the Prospectus)
shall not exceed 14% annually of the Customer's average month-end Net Assets
during each calendar year.

6.    Investment Discretion. The parties recognize that DWR shall have no
      authority to direct the futures interests investments to be made for the
      Customer's account. However, the parties agree that DWR, and not the
      Trading Advisor, shall have the authority and responsibility with regard
      to the investment, maintenance, and management of the Customer's assets
      that are held in segregated or secured accounts, as provided in Section 7
      hereof.

7.    Investment of Customer Funds. The Customer shall deposit its assets in
      accounts with DWR. The Customer's assets deposited with DWR will be
      segregated or secured in accordance with the Commodity Exchange Act and
      CFTC regulations. DWR will credit the Customer with interest income at
      month-end at the rate earned by DWR on its U.S. Treasury bill investments
      with customer segregated funds as if 100% of the Customer's average daily
      funds (including cash and securities) held in the Customer's account with
      DWR during the month were invested in U.S. Treasury bills at that rate.
      All of such funds will be available for margin for the Customer's trading.
      DWR will also credit the Customer with 100% of the interest income DWR
      receives from MS&Co. and MSIL with respect to the Customer's assets
      deposited as margin with MS&Co. and MSIL. The Customer understands that it
      will not receive any other interest income on its assets. The Customer's
      funds will either be invested along with other customer segregated and
      secured funds of DWR or held in non-interest bearing bank accounts. The
      Customer's assets held by DWR may be used solely as margin for the
      Customer's trading.

      Ownership of the right to receive interest on the Customer's assets
pursuant to the preceding paragraph shall be reflected and maintained and may be
transferred only on the books and records of DWR. Any purported transfer of such
ownership shall not be effective or recognized until such transfer shall have
been recorded on the books and records of DWR.

8.    Standard of Liability and Indemnity. Subject to Section 2 hereof, DWR and
      its affiliates (as defined below) shall not be liable to the Customer, the
      General Partner or 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 Customer pursuant to this Agreement
      which DWR determines, in good faith, to be in the best interests of the
      Customer, unless such act, omission, conduct, or activity by DWR or its
      affiliates constituted misconduct or negligence.

      The Customer shall indemnify, defend and hold harmless DWR 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 DWR on behalf of the
Customer pursuant to this Agreement, including, without limitation, any demands,
claims or lawsuits initiated by a Limited Partner (or assignee thereof),
provided that (i) DWR 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 Customer, 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 DWR nor any of its affiliates shall be
indemnified by the Customer 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 positions
of the respective 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 Customer to which DWR 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 the Delaware Revised Uniform Limited Partnership
Act, as amended, and this Section 8. The Customer shall make advances to DWR or
its affiliates hereunder only if: (i) the demand, claim, lawsuit, or legal
action relates to the performance of duties or services by such persons to the
Customer; (ii) such demand, claim, lawsuit, or legal action is not initiated by
a Limited Partner; and (iii) 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.

      DWR shall indemnify, defend and hold harmless the Customer and its
successors or assigns from and against any losses, liabilities, damages, costs,
or expenses (including in connection with the defense or settlement of claims;
provided DWR has approved such settlement) incurred as a result of the
activities of DWR or its affiliates, provided, further, that the act, omission,
conduct, or activity giving rise to the claim for indemnification was the result
of bad faith, misconduct or negligence.

      The indemnities provided in this Section 8 by the Customer to DWR and its
affiliates shall be inapplicable in the event of any losses, liabilities,
damages, costs, or expenses arising out of, or based upon, any material breach
of any warranty, covenant, or agreement of DWR contained in this Agreement to
the extent caused by such breach. Likewise, the indemnities provided in this
Section 8 by DWR to the Customer and any of its successors and assigns shall be
inapplicable in the event of any losses, liabilities, damages, costs, or
expenses arising out of, or based upon, any material breach of any warranty,
covenant, or agreement of the Customer contained in this Agreement to the extent
caused by such breach.

      As used in this Section 8, the term "affiliate" of DWR 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 DWR; (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 DWR; (iii) any natural person, partnership, corporation,
association, or other legal entity directly or indirectly controlling,
controlled by, or under common control with, DWR; or (iv) any officer or
director of DWR. Notwithstanding the foregoing, "affiliates" for purposes of
this Section 8 shall include only those persons acting on behalf of DWR and
performing services for Customer within the scope of the authority of DWR, as
set forth in this Agreement.

9.    Term. This Agreement shall continue in effect until terminated by either
      party giving not less than 60 days' prior written notice of termination to
      the other party. Any such termination by either party shall be without
      penalty.

10.   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.

11.   Assignment. This Agreement may not be assigned by either party without the
      express written consent of the other party.

12.   Amendment. This Agreement may not be amended except by the written consent
      of the parties and provided such amendment is consistent with the
      Prospectus.

13.   Notices. All notices required or desired 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 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 Customer:

                        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
                        c/o Demeter Management Corporation
                        Two World Trade Center, 62nd Floor
                        New York, New York  10048
                        Attn:      Robert E. Murray
                                   President and Chairman

      if to DWR:

                        DEAN WITTER REYNOLDS INC.
                        Two World Trade Center, 62nd Floor
                        New York, New York  10048
                        Attn:      Robert E. Murray
                                   Senior Vice President

14.   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.

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

16.   Incorporation by Reference. The Futures Customer Agreement annexed hereto
      is hereby incorporated by reference herein and made a part hereof to the
      same extent as if such document were set forth in full herein. If any
      provision of this Agreement is or at any time becomes inconsistent with
      the annexed document, the terms of this Agreement shall control.

            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 CHARTER MILLBURN L.P.

                                            By: DEMETER MANAGEMENT CORPORATION,
                                                General Partner



                                                By: /s/ Robert E. Murray
                                                   ----------------------------
                                                   Robert E. Murray,
                                                   President and Chairman


                                            DEAN WITTER REYNOLDS INC.



                                            By: /s/ Robert E. Murray
                                               --------------------------------
                                               Robert E. Murray
                                               Senior Vice President

<PAGE>




FUTURES CUSTOMER AGREEMENT

In consideration of the acceptance by Dean Witter Reynolds Inc. ("DWR") of one
or more accounts of the undersigned ("Customer") (if more than one account is
carried by DWR, all are covered by this Agreement and are referred to
collectively as the "Account") and DWR's agreement to act as Customer's broker
for the execution, clearance and/or carrying of transactions for the purchase
and sale of commodity interests, including commodities, commodity futures
contracts and commodity options, Customer agrees as follows:

1.    APPLICABLE RULES AND REGULATIONS - The Account and each transaction
      therein shall be subject to the terms of this Agreement and to (a) all
      applicable laws and the regulations, rules and orders (collectively
      "regulations") of all regulatory and self-regulatory organizations having
      jurisdiction and (b) the constitution, by-laws, rules, regulations,
      orders, resolutions, interpretations and customs and usages (collectively
      "rules") of the market and any associated clearing organization (each an
      "exchange") on or subject to the rules of which such transaction is
      executed and/or cleared. The reference in the preceding sentence to
      exchange rules is solely for DWR's protection and DWR's failure to comply
      therewith shall not constitute a breach of this Agreement or relieve
      Customer of any obligation or responsibility under this Agreement. DWR
      shall not be liable to Customer as a result of any action by DWR, its
      officers, directors, employees or agents to comply with any rule or
      regulation.

2.    PAYMENTS TO DWR - Customer agrees to pay to DWR immediately on request (a)
      commissions, fees and service charges as are in effect from time to time
      together with all applicable regulatory and self-regulatory organization
      and exchange fees, charges and taxes; (b) the amount of any debit balance
      or any other liability that may result from transactions executed for the
      account; and (c) interest on such debit balance or liability at the
      prevailing rate charged by DWR at the time such debit balance or liability
      arises and service charges on any such debit balance or liability together
      with any reasonable costs and attorney's fees incurred in collecting any
      such debit balance or liability. Customer acknowledges that DWR may charge
      commissions at other rates to other customers.

3.    CUSTOMER'S DUTY TO MAINTAIN ADEQUATE MARGIN - Customer shall at all times
      and without prior notice or demand from DWR maintain adequate margins in
      the account so as continually to meet the original and maintenance margin
      requirements established by DWR for Customer. DWR may change such
      requirements from time to time at DWR's discretion. Such margin
      requirements may exceed the margin requirements set by any exchange or
      other regulatory authority and may vary from DWR's requirements for other
      customers. Customer agrees, when so requested, immediately to wire
      transfer margin funds and to furnish DWR with names of bank officers for
      immediate verification of such transfers. Customer acknowledges and agrees
      that DWR may receive and retain as its own any interest, increment,
      profit, gain or benefit directly or indirectly, accruing from any of the
      funds DWR receives from Customer.

4.    DELIVERY; OPTION EXERCISE

      (a)   Customer acknowledges that the making or accepting of delivery
            pursuant to a futures contract may involve a much higher degree of
            risk than liquidating a position by offset. DWR has no control over
            and makes no warranty with respect to grade, quality or tolerances
            of any commodity delivered in fulfillment of a contract.

      (b)   Customer agrees to give DWR timely notice and immediately on request
            to inform DWR if Customer intends to make or take delivery under a
            futures contract or to exercise an option contract. If so requested,
            Customer shall provide DWR with satisfactory assurances that
            Customer can fulfill Customer's obligation to make or take delivery
            under any contract. Customer shall furnish DWR with property
            deliverable by it under any contract in accordance with DWR's
            instructions.

      (c)   DWR shall not have any obligation to exercise any long option
            contract unless Customer has furnished DWR with timely exercise
            instructions and sufficient initial margin with respect to each
            underlying futures contract.

5.    FOREIGN CURRENCY - If DWR enters into any transaction for Customer
      effected in a currency other than U.S. dollars: (a) any profit or loss
      caused by changes in the rate of exchange for such currency shall be for
      Customer's account and risk and (b) unless another currency is designated
      in DWR's confirmation of such transaction, all margin for such transaction
      and the profit or loss on the liquidation of such transaction shall be in
      U.S. dollars at a rate of exchange determined by DWR in its discretion on
      the basis of then prevailing market rates of exchange for such foreign
      currency.

6.    DWR MAY LIMIT POSITIONS HELD - Customer agrees that DWR, at its
      discretion, may limit the number of open positions (net or gross) which
      Customer may execute, clear and/or carry with or acquire through it.
      Customer agrees (a) not to make any trade which would have the effect of
      exceeding such limits, (b) that DWR may require Customer to reduce open
      positions carried with DWR and (c) that DWR may refuse to accept orders to
      establish new positions. DWR may impose and enforce such limits, reduction
      or refusal whether or not they are required by applicable law, regulations
      or rules. Customer shall comply with all position limits established by
      any regulatory or self-regulatory organization or any exchange. In
      addition, Customer agrees to notify DWR promptly if customer is required
      to file position reports with any regulatory or self-regulatory
      organization or with any exchange.

7.    NO WARRANTY AS TO INFORMATION OR RECOMMENDATION - Customer acknowledges
      that:

      (a)   Any market recommendations and information DWR may communicate to
            Customer, although based upon information obtained from sources
            believed by DWR to be reliable, may be incomplete and not subject to
            verification;

      (b)   DWR makes no representation, warranty or guarantee as to, and shall
            not be responsible for, the accuracy or completeness of any
            information or trading recommendation furnished to Customer;

      (c)   recommendations to Customer as to any particular transaction at any
            given time may differ among DWR's personnel due to diversity in
            analysis of fundamental and technical factors and may vary from any
            standard recommendation made by DWR in its market letters or
            otherwise; and

      (d)   DWR has no obligation or responsibility to update any market
            recommendations or information it communicates to Customer.

            Customer understands that DWR and its officers, directors,
affiliates, stockholders, representatives or associated persons may have
positions in and may intend to buy or sell commodity interests which are the
subject of market recommendations furnished to Customer, and that the market
positions of DWR or any such officer, director, affiliate, stockholder,
representative or associated person may or may not be consistent with the
recommendations furnished to Customer by DWR.

8.    LIMITS ON DWR DUTIES; LIABILITY - Customer agrees:

      (a)   that DWR has no duty to apprise Customer of news or of the value of
            any commodity interests or collateral pledged or in any way to
            advise Customer with respect to the market;

      (b)   that the commissions which DWR receives are consideration solely for
            the execution, reporting and carrying of Customer's trades;

      (c)   that if Customer has authorized any third party or parties to place
            orders or effect transactions on behalf of Customer in any Account,
            each such party has been selected by Customer based on its own
            evaluation and assessment of such party and that such party is
            solely the agent of Customer, and if any such party allocates
            commodity interests among its customers, Customer has reviewed each
            such party's commodity interest allocation system, has satisfied
            itself that such allocation system is fair and will seek recovery
            solely from such party to recover any damages sustained by Customer
            as the result of any allocation made by such party; and

      (d)   to waive any and all claims, rights or causes of action which
            Customer has or may have against DWR or its officers, employees and
            agents (i) arising in whole or in part, directly or indirectly, out
            of any act or omission of any person, whether or not legally deemed
            an agent of DWR, who refers or introduces Customer to DWR or places
            orders for Customer and (ii) for any punitive damages and to limit
            any claims arising out of this Agreement or the Account to
            Customer's direct out-of-pocket damages.

9.    EXTRAORDINARY EVENTS - Customer shall have no claim against DWR for any
      loss, damage, liability, cost, charge, expense, penalty, fine or tax
      caused directly or indirectly by (a) governmental, court, exchange,
      regulatory or self-regulatory organization restrictions, regulations,
      rules, decisions or orders, (b) suspension or termination of trading, (c)
      war or civil or labor disturbance, (d) delay or inaccuracy in the
      transmission or reporting of orders due to a breakdown or failure of
      computer services, transmission or communication facilities, (e) the
      failure or delay by any exchange to enforce its rules or to pay to DWR any
      margin due in respect of Customer's Account, (f) the failure or delay by
      any bank, trust company, clearing organization or other person which,
      pursuant to applicable exchange rules, is holding Customer funds,
      securities or other property to pay or deliver the same to DWR or (g) any
      other cause or causes beyond DWR's control.

10.   INDEMNIFICATION OF DWR - Customer agrees to indemnify, defend and hold
      harmless DWR and its officers, employees and agents from and against any
      loss, cost, claim, damage (including any consequential cost, loss or
      damage), liability or expense (including reasonable attorneys' fees) and
      any fine, sanction or penalty made or imposed by any regulatory or
      self-regulatory authority or any exchange as the result, directly or
      indirectly, of:

      (a)   Customer's failure or refusal to comply with any provision of this
            Agreement or perform any obligation on its part to be performed
            pursuant to this Agreement; and

      (b)   Customer's failure to timely deliver any security, commodity or
            other property previously sold by DWR on Customer's behalf.

11.   NOTICES; TRANSMITTALS - DWR shall transmit all communications to Customer
      at Customer's address, telefax or telephone number set forth in the
      accompanying Futures Account Application or to such other address as
      Customer may hereafter direct in writing. Customer shall transmit all
      communications to DWR (except routine inquiries concerning the Account) to
      130 Liberty Street, New York, NY 10006, Attention: Futures Compliance
      Officer. All payments and deliveries to DWR shall be made as instructed by
      DWR from time to time and shall be deemed received only when actually
      received by DWR.

12.   CONFIRMATION CONCLUSIVE - Confirmation of trades and any other notices
      sent to Customer shall be conclusive and binding on Customer unless
      Customer or Customer's agent notifies DWR to the contrary (a) in the case
      of an oral report, orally at the time received by Customer or its agent or
      (b) in the case of a written report or notice, in writing prior to opening
      of trading on the business day next following receipt of the report. In
      addition, if Customer has not received a written confirmation that a
      commodity interest transaction has been executed within three business
      days after Customer has placed an order with DWR to effect such
      transaction, and has been informed or believes that such order has been or
      should have been executed, then Customer immediately shall notify DWR
      thereof. Absent such notice, Customer conclusively shall be deemed
      estopped to object and to have waived any such objection to the failure to
      execute or cause to be executed such transaction. Anything in this Section
      12 withstanding, neither Customer nor DWR shall be bound by any
      transaction or price reported in error.

13.   SECURITY INTEREST - All money and property ("collateral") now or at any
      future time held in Customer's Account, or otherwise held by DWR for
      Customer, is subject to a security interest in DWR's favor to secure any
      indebtedness at any time owing to it by Customer. DWR, in its discretion,
      may liquidate any collateral to satisfy any margin or Account deficiencies
      or to transfer the collateral to the general ledger account of DWR.

14.   TRANSFER OF FUNDS - At any time and from time to time and without prior
      notice to Customer, DWR may transfer from one account to another account
      in which Customer has any interest, such excess funds, equities,
      securities or other property as in DWR's judgment may be required for
      margin, or to reduce any debit balance or to reduce or satisfy any
      deficits in such other accounts except that no such transfer may be made
      from a segregated account subject to the Commodity Exchange Act to another
      account maintained by Customer unless either Customer has authorized such
      transfer in writing or DWR is effecting such transfer to enforce DWR's
      security interest pursuant to Section 13. DWR promptly shall confirm all
      transfers of funds made pursuant hereto to Customer in writing.

15.   DWR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS - In addition to all other
      rights of DWR set forth in this Agreement:

      (a)   when directed or required by a regulatory or self-regulatory
            organization or exchange having jurisdiction over DWR or the
            Account;

      (b)   whenever, in its discretion, DWR considers it necessary for its
            protection because of margin requirements or otherwise;

      (c)   if Customer or any affiliate of Customer repudiates, violates,
            breaches or fails to perform on a timely basis any term, covenant or
            condition on its part to be performed under this Agreement or
            another agreement with DWR;

      (d)   if a case in bankruptcy is commenced or if a proceeding under any
            insolvency or other law for the protection of creditors or for the
            appointment of a receiver, liquidator, trustee, conservator,
            custodian or similar officer is filed by or against Customer or any
            affiliate of Customer, or if Customer or any affiliate of Customer
            makes or proposes to make any arrangement or composition for the
            benefit of its creditors, or if Customer (or any such affiliate) or
            any or all of its property is subject to any agreement, order,
            judgment or decree providing for Customer's dissolution, winding-up,
            liquidation, merger, consolidation, reorganization or for the
            appointment of a receiver, liquidator, trustee, conservator,
            custodian or similar officer of Customer, such affiliate or such
            property;

      (e)   DWR is informed of Customer's death or mental incapacity; or

      (f)   if an attachment or similar order is levied against the Account or
            any other account maintained by Customer or any affiliate of
            Customer with DWR;

      DWR shall have the right to (i) satisfy any obligations due DWR out of any
      Customer's property in DWR's custody or control, (ii) liquidate any or all
      of Customer's commodity interest positions, (iii) cancel any or all of
      Customer's outstanding orders, (iv) treat any or all of Customer's
      obligations due DWR as immediately due and payable, (v) sell any or all of
      Customer's property in DWR's custody or control in such manner as DWR
      determines to be commercially reasonable, and/or (vi) terminate any or all
      of DWR's obligations for future performance to Customer, all without any
      notice to or demand on Customer. Any sale hereunder may be made in any
      commercially reasonable manner. Customer agrees that a prior demand, call
      or notice shall not be considered a waiver of DWR's right to act without
      demand or notice as herein provided, that Customer shall at all times be
      liable for the payment of any debit balance owing in each account upon
      demand whether occurring upon a liquidation as provided under this Section
      15 or otherwise under this Agreement, and that in all cases Customer shall
      be liable for any deficiency remaining in each Account in the event of
      liquidation thereof in whole or in part together with interest thereon and
      all costs relating to liquidation and collection (including reasonable
      attorneys' fees).

16.   CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS - Customer represents
      and warrants to and agrees with DWR that:

      (a)   Customer has full power and authority to enter into this Agreement
            and to engage in the transactions and perform its obligations
            hereunder and contemplated hereby and (i) if a corporation or a
            limited liability company, is duly organized under the laws of the
            jurisdiction set forth in the accompanying Futures Account
            Application, or (ii) if a partnership, is duly organized pursuant to
            a written partnership agreement and the general partner executing
            this Agreement is duly authorized to do so under the partnership
            agreement;

      (b)   Neither Customer nor any partner, director, officer, member, manager
            or employee of Customer nor any affiliate of Customer is a partner,
            director, officer, member, manager or employee of a futures
            commission merchant introducing broker, exchange or self-regulatory
            organization or an employee or commissioner of the Commodity Futures
            Trading Commission (the "CFTC"), except as previously disclosed in
            writing to DWR;

      (c)   The accompanying Futures Account Application and Personal Financial
            Statements, if applicable, (including any financial statements
            furnished in connection therewith) are true, correct and complete.
            Except as disclosed on the accompanying Futures Account Application
            or otherwise provided in writing, (i) Customer is not a commodity
            pool or is exempt from registration under the rules of the
            Commission, and (ii) Customer is acting solely as principal and no
            one other than Customer has any interest in any Account of Customer.
            Customer hereby authorizes DWR to contact such banks, financial
            institutions and credit agencies as DWR shall deem appropriate for
            verification of the information contained herein.

      (d)   Customer has determined that trading in commodity interests is
            appropriate for Customer, is prudent in all respects and does not
            and will not violate Customer's charter or by-laws (or other
            comparable governing document) or any law, rule, regulation,
            judgment, decree, order or agreement to which Customer or its
            property is subject or bound;

      (e)   As required by CFTC regulations, Customer shall create, retain and
            produce upon request of the applicable contract market, the CFTC or
            the United States Department of Justice documents (such as
            contracts, confirmations, telex printouts, invoices and documents of
            title) with respect to cash transactions underlying exchanges of
            futures for cash commodities or exchange of futures in connection
            with cash commodity transactions;

      (f)   Customer consents to the electronic recording, at DWR's discretion,
            of any or all telephone conversations with DWR (without automatic
            tone warning device), the use of same as evidence by either party in
            any action or proceeding arising out of the Agreement and in DWR's
            erasure, at its discretion, of any recording as part of its regular
            procedure for handling of recordings;

      (g)   Absent a separate written agreement between Customer and DWR with
            respect to give-ups, DWR, in its discretion, may, but shall have no
            obligation to, accept from other brokers commodity interest
            transactions executed by such brokers on an exchange for Customer
            and proposed to be "given-up" to DWR for clearance and/or carrying
            in the Account;

      (h)   DWR, for and on behalf of Customer, is authorized and empowered to
            place orders for commodity interest transactions through one or more
            electronic or automated trading systems maintained or operated by or
            under the auspices of an exchange, that DWR shall not be liable or
            obligated to Customer for any loss, damage, liability, cost or
            expense (including but not limited to loss of profits, loss of use,
            incidental or consequential damages) incurred or sustained by
            Customer and arising in whole or in part, directly or indirectly,
            from any fault, delay, omission, inaccuracy or termination of a
            system or DWR's inability to enter, cancel or modify an order on
            behalf of Customer on or through a system. The provisions of this
            Section 16(h) shall apply regardless of whether any customer claim
            arises in contract, negligence, tort, strict liability, breach of
            fiduciary obligations or otherwise; and

      (i)   If Customer is subject to the Financial Institution Reform, Recovery
            and Enforcement Act of 1989, the certified resolutions set forth
            following this Agreement have been caused to be reflected in the
            minutes of Customer's Board of Directors (or other comparable
            governing body) and this Agreement is and shall be, continuously
            from the date hereof, an official record of Customer.

      Customer agrees to promptly notify DWR in writing if any of the warranties
      and representations contained in this Section 16 becomes inaccurate or in
      any way ceases to be true, complete and correct.

17.   SUCCESSORS AND ASSIGNS - This Agreement shall inure to the benefit of DWR,
      its successors and assigns, and shall be binding upon Customer and
      Customer's executors, trustees, administrators, successors and assigns,
      provided, however, that this Agreement is not assignable by Customer
      without the prior written consent of DWR.

18.   MODIFICATION OF AGREEMENT BY DWR; NON-WAIVER PROVISION - This Agreement
      may only be altered, modified or amended by mutual written consent of the
      parties, except that if DWR notifies Customer of a change in this
      Agreement and Customer thereafter effects a commodity interest transaction
      in an account, Customer agrees that such action by Customer will
      constitute consent by Customer to such change. No employee of DWR other
      than DWR's General Counsel or his or her designee, has any authority to
      alter, modify, amend or waive in any respect any of the terms of this
      Agreement. The rights and remedies conferred upon DWR shall be cumulative,
      and its forbearance to take any remedial action available to it under this
      Agreement shall not waive its right at any time or from time to time
      thereafter to take such action.

19.   SEVERABILITY - If any term or provision hereof or the application thereof
      to any persons or circumstances shall to any extent be contrary to any
      exchange, government or self-regulatory regulation or contrary to any
      federal, state or local law or otherwise be invalid or unenforceable, the
      remainder of this Agreement or the application of such term or provision
      to persons or circumstances other than those as to which it is contrary,
      invalid or unenforceable, shall not be affected thereby.

20.   CAPTIONS - All captions used herein are for convenience only, are not a
      part of this Agreement, and are not to be used in construing or
      interpreting any aspect of this Agreement.

21.   TERMINATION - This Agreement shall continue in force until written notice
      of termination is given by Customer or DWR. Termination shall not relieve
      either party of any liability or obligation incurred prior to such notice.
      Upon giving or receiving notice of termination, Customer will promptly
      take all action necessary to transfer all open positions in each account
      to another futures commission merchant.

22.   ENTIRE AGREEMENT - This Agreement constitutes the entire agreement between
      Customer and DWR with respect to the subject matter hereof and supersedes
      any prior agreements between the parties with respect to such subject
      matter.

23.   GOVERNING LAW; CONSENT TO JURISDICTION -

      (a)   In case of a dispute between Customer and DWR arising out of or
            relating to the making or performance of this Agreement or any
            transaction pursuant to this Agreement (i) this Agreement and its
            enforcement shall be governed by the laws of the State of New York
            without regard to principles of conflicts of laws, and (ii) Customer
            will bring any legal proceeding against DWR in, and Customer hereby
            consents in any legal proceeding by DWR to the jurisdiction of, any
            state or federal court located within the State and City of New York
            in connection with all legal proceedings arising directly,
            indirectly or otherwise in connection with, out of, related to or
            from Customer's Account, transactions contemplated by this Agreement
            or the breach thereof. Customer hereby waives all objections
            Customer, at any time, may have as to the propriety of the court in
            which any such legal proceedings may be commenced. Customer also
            agrees that any service of process mailed to Customer at any address
            specified to DWR shall be deemed a proper service of process on the
            undersigned.

      (b)   Notwithstanding the provisions of Section 23 (a)(ii), Customer may
            elect at this time to have all disputes described in this Section
            resolved by arbitration. To make such election, Customer must sign
            the Arbitration Agreement set forth in Section 24. Notwithstanding
            such election, any question relating to whether Customer or DWR has
            commenced an arbitration proceeding in a timely manner, whether a
            dispute is within the scope of the Arbitration Agreement or whether
            a party (other than Customer or DWR) has consented to arbitration
            and all proceedings to compel arbitration shall be determined by a
            court as specified in Section 23 (a)(ii).

24.   ARBITRATION AGREEMENT (OPTIONAL) - Every dispute between Customer and DWR
      arising out of or relating to the making or performance of this Agreement
      or any transaction pursuant to this Agreement, shall be settled by
      arbitration in accordance with the rules, then in effect, of the National
      Futures Association, the contract market upon which the transaction giving
      rise to the claim was executed, or the National Association of Securities
      Dealers as Customer may elect. If Customer does not make such election by
      registered mail addressed to DWR at 130 Liberty Street, 29th Floor, New
      York, NY 10006; Attention: Deputy General Counsel, within 45 days after
      demand by DWR that the Customer make such election, then DWR may make such
      election. DWR agrees to pay any incremental fees which may be assessed by
      a qualified forum for making available a "mixed panel" of arbitrators,
      unless the arbitrators determine that Customer has acted in bad faith in
      initiating or conducting the proceedings. Judgment upon any award rendered
      by the arbitrators may be entered in any court having jurisdiction
      thereof.

      IN ADDITION TO FOREIGN FORUMS, THREE FORUMS EXIST FOR THE RESOLUTION OF
      COMMODITY DISPUTES: CIVIL COURT LITIGATION, REPARATIONS AT THE COMMODITY
      FUTURES TRADING COMMISSION ("CFTC") AND ARBITRATION CONDUCTED BY A
      SELF-REGULATORY OR OTHER PRIVATE ORGANIZATION.

      THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION
      MAY IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE
      ABILITY TO OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT
      INCURRING SUBSTANTIAL COSTS. THE CFTC REQUIRES, HOWEVER, THAT EACH
      CUSTOMER INDIVIDUALLY EXAMINE THE RELATIVE MERITS OF ARBITRATION AND THAT
      YOUR CONSENT TO THIS ARBITRATION AGREEMENT BE VOLUNTARY.

      BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A
      COURT OF LAW AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS
      OR COUNTERCLAIMS WHICH YOU OR DWR MAY SUBMIT TO ARBITRATION UNDER THIS
      AGREEMENT. YOU ARE NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO
      PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER SECTION 14 OF
      THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY DISPUTE WHICH MAY BE
      ARBITRATED PURSUANT TO THIS AGREEMENT. IN THE EVENT A DISPUTE ARISES, YOU
      WILL BE NOTIFIED IF DWR INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION. IF
      YOU BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS INVOLVED AND IF
      YOU PREFER TO REQUEST A SECTION 14 "REPARATIONS" PROCEEDINGS BEFORE THE
      CFTC, YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE
      THAT ELECTION.

      YOU NEED NOT AGREE TO THIS ARBITRATION AGREEMENT TO OPEN AN ACCOUNT WITH
      DWR. See 17 CFR 180.1-180.5. ACCEPTANCE OF THIS ARBITRATION AGREEMENT
      REQUIRES A SEPARATE SIGNATURE ON PAGE 8.

25.   CONSENT TO TAKE THE OTHER SIDE OF ORDERS (OPTIONAL) - Without its prior
      notice, Customer agrees that when DWR executes sell or buy orders on
      Customer's behalf, DWR, its directors, officers, employees, agents,
      affiliates, and any floor broker may take the other side of Customer's
      transaction through any account of such person subject to its being
      executed at prevailing prices in accordance with and subject to the
      limitations and conditions, if any, contained in applicable rules and
      regulations.

26.   AUTHORIZATION TO TRANSFER FUNDS (OPTIONAL) - Without limiting other
      provisions herein, DWR is authorized to transfer from any segregated
      account subject to the Commodity Exchange Act carried by DWR for the
      Customer to any other account carried by DWR for the Customer such amount
      of excess funds as in DWR's judgment may be necessary at any time to avoid
      a margin call or to reduce a debit balance in said account. It is
      understood that DWR will confirm in writing each such transfer of funds
      made pursuant to this authorization within a reasonable time after such
      transfer.

27.   SUBORDINATION AGREEMENT (Applies only to Accounts with funds held in
      foreign countries) - Funds of customers trading on United States contract
      markets may be held in accounts denominated in a foreign currency with
      depositories located outside the United States or its territories if the
      customer is domiciled in a foreign country or if the funds are held in
      connection with contracts priced and settled in a foreign currency. Such
      accounts are subject to the risk that events could occur which hinder or
      prevent the availability of these funds for distribution to customers.
      Such accounts also may be subject to foreign currency exchange rate risks.

      If authorized below, Customer authorizes the deposit of funds into such
      foreign depositories. For customers domiciled in the United States, this
      authorization permits the holding of funds in regulated accounts offshore
      only if such funds are used to margin, guarantee, or secure positions in
      such contracts or accrue as a result of such positions. In order to avoid
      the possible dilution of other customer funds, a customer who has funds
      held outside the United States agrees by accepting this subordination
      agreement that his claims based on such funds will be subordinated as
      described below in the unlikely event both of the following conditions are
      met: (1) DWR is placed in receivership or bankruptcy, and (2) there are
      insufficient funds available for distribution denominated in the foreign
      currency as to which the customer has a claim to satisfy all claims
      against those funds.

      By initialing the Subordination Agreement below, Customer agrees that if
      both of the conditions listed above occur, its claim against DWR's assets
      attributable to funds held overseas in a particular foreign currency may
      be satisfied out of segregated customer funds held in accounts denominated
      in dollars or other foreign currencies only after each customer whose
      funds are held in dollars or in such other foreign currencies receives its
      pro-rata portion of such funds. It is further agreed that in no event may
      a customer whose funds are held overseas receive more than its pro-rata
      share of the aggregate pool consisting of funds held in dollars, funds
      held in the particular foreign currency, and non-segregated assets of DWR.

<PAGE>




OPTIONAL ELECTIONS

The following provisions, which are set forth in this agreement, need not be
entered into to open the Account. Customer agrees that its optional elections
are as follows:

                                            Signature required for each election

ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                            ------------------------------------

CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                     X   /s/ Robert E. Murray
                                            ------------------------------------

AUTHORIZATION TO TRANSFER FUNDS:
(Agreement Paragraph 26)                     X   /s/ Robert E. Murray
                                            ------------------------------------

ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                     X   /s/ Robert E. Murray
                                             -----------------------------------
                                             (Required for accounts holding
                                              non-U.S. currency)

================================================================================

HEDGE ELECTION

      Customer confirms that all transactions in the Account will       [_]
      represent bona fide hedging transactions, as defined by the
      Commodity Futures Trading Commission, unless DWR is notified
      otherwise not later than the time an order is placed for the
      Account [check box if applicable]:

Pursuant to CFTC Regulation 190.06(d), Customer specifies and agrees, with
respect to hedging transactions in the Account, that in the unlikely event of
DWR's bankruptcy, it prefers that the bankruptcy trustee [check appropriate
box]:

      A.    Liquidate all open contracts without first seeking          [_]
            instructions either from or on behalf of Customer.

      B.    Attempt to obtain instructions with respect to the          [_]
            disposition of all open contracts. (If neither box is
            checked, Customer shall be deemed to elect A)

================================================================================

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

The undersigned each hereby acknowledges its separate receipt from DWR, and its
understanding of each of the following documents prior to the opening of the
account:

<TABLE>
<CAPTION>
<S>                                             <C>
o Risk Disclosure Statement for Futures and     o Project ATM Customer Information Statement
  Options (in the form prescribed by CFTC
  Regulation 1.55(c))                           o Questions & Answers on Flexible Options Trading
                                                  at the CBOT
o LME Risk Warning Notice
                                                o CME Average Pricing System Disclosure Statement
o Dean Witter Order Presumption for After
  Hours Electronic Markets                      o Special Notice to Foreign Brokers and Foreign
                                                  Traders
o NYMEX ACCESS(SM) Risk Disclosure Statement

o Globex(R)Customer Information and Risk
  Disclosure Statement
</TABLE>

================================================================================

REQUIRED SIGNATURES

The undersigned has received, read, understands and agrees to all the provisions
of this Agreement and the separate risk disclosure statements enumerated above
and agrees to promptly notify DWR in writing if any of the warranties and
representations contained herein become inaccurate or in any way cease to be
true, complete and correct.

MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
--------------------------------------------------------------------------------
CUSTOMER NAME(S)
By: DEMETER MANAGEMENT CORPORATION


By: Robert E. Murray                         November 13, 2000
------------------------------------         -----------------------------------
AUTHORIZED SIGNATURE(S)                      DATE

Robert E. Murray, President and Chairman
--------------------------------------------------------------------------------
(If applicable, print name and title of signatory)