Exhibit 10.06



                                ESCROW AGREEMENT

                                                                November 6, 1998



The Chase Manhattan Bank
450 W.  33rd Street, 15th Floor
New York, New York  10001
Attn:  Mr. Paul Gilkeson

     Re:  Morgan Stanley Dean Witter Charter Series
          ESCROW ACCOUNT

Gentlemen:

     In accordance with arrangements made by Demeter Management  Corporation,  a
Delaware  corporation (the "General Partner"),  on behalf of Morgan Stanley Dean
Witter  Charter  Graham L.P.  ("Charter  Graham"),  Morgan  Stanley  Dean Witter
Charter  Millburn  L.P.  ("Charter  Millburn"),  and Morgan  Stanley Dean Witter
Charter Welton L.P. ("Charter Welton";  together with Charter Graham and Charter
Millburn, the "Partnerships" and individually, a "Partnership"), and Dean Witter
Reynolds Inc., the selling agent for the Partnerships (the "Depositor"; together
with the Partnerships herein sometimes collectively referred to as the "Parties"
and,  individually,  as a "Party"),  the Depositor shall: (i) deliver to you, as
escrow agent ("Escrow Agent"), all subscription funds (by the direct transfer of
immediately   available  funds  into  a   non-interest-bearing   escrow  account
established by you for the Partnerships, for investment in your interest-bearing
money  market   account)   received  by  the  Depositor  from  each   subscriber
("Subscriber" or, collectively,  the "Subscribers") during the "Initial Offering
Period" and  thereafter  during the  "Continuing  Offering" (as described in the
Partnerships' Prospectus, as the same may be updated,  supplemented, and amended
from time to time (the  "Prospectus")),  in connection  with the offering to the
public  of  Units of  Limited  Partnership  Interest  of the  Partnerships  (the
"Units");  and (ii) also  promptly  transmit to the  General  Partner a complete
report of all funds  deposited with you during the Initial  Offering  Period and
the Continuing Offering.  Except as otherwise determined herein, all capitalized
terms used in this  Agreement  are  defined in the  Prospectus.  You,  as Escrow
Agent,  shall  hold  such  subscription  funds,  together  with  any  additions,
substitutions,  or other  financial  instruments  in  which  such  funds  may be
invested  or for which such funds may be  exchanged  (collectively  referred  to
herein as the "Fund"), IN ESCROW upon the following terms:

     1.   (a)  Following  receipt  by you of  written  notice  from the  General
Partner that the General  Partner has rejected a Subscriber's  subscription,  in
whole or in part, during the Initial Offering Period or the Continuing Offering,
you shall  transmit to the  Depositor,  as soon as  practicable  but in no event
later than three business days  following  receipt by you of such notice (i) the
amount of such  Subscriber's  subscription  funds that shall have been deposited
with you  hereunder  and that the General  Partner shall have notified you of as
having been rejected,  and (ii) any interest earned on the Fund and allocated to
the rejected  amount of such  subscription  in accordance with Section 2 hereof.
You  shall at the same  time  give  notice  to the  Depositor  of the  amount of
aggregate subscription funds and/or interest so returned.

          (b) On the  second  business  day  before  the  scheduled  day of each
Closing  during the Initial  Offering  Period and the Continuing  Offering,  the
General  Partner  shall  notify you of the  portion of the Fund that  represents
subscriptions to be accepted by the General Partner for each  Partnership  equal
to the number of Units  subscribed for,  multiplied by a price per Unit equal to
$10 with respect to the Initial Closing, and thereafter at 100% of the Net Asset
Value per Unit  thereof as of the close of  business  on the date of the Monthly
Closing.  Upon receipt by you of joint written  notice from the General  Partner
and the Depositor on the date of each such Closing to the effect that all of the
terms and  conditions  with  respect to the release of  subscription  funds from
escrow set forth in the Prospectus have been  fulfilled,  you shall promptly pay
and deliver to each Partnership the portion of the Fund specified in the General
Partner's  prior  instructions  (excluding  any interest  earned on the Fund and
funds relating to rejected subscriptions).

          (c) On the date of each Closing, or as soon thereafter as practicable,
you  shall  transmit  to the  Depositor  an  amount  representing:  (i) for each
Subscriber whose  subscription shall be accepted by the General Partner in whole
or in part,  any  interest  earned  on the Fund and  allocated  to the  accepted
portion of such  Subscriber's  subscription in accordance with Section 2 hereof,
and (ii) for each Subscriber whose  subscription shall have been rejected by the
General Partner in whole or in part but whose  subscription funds shall not have
been  previously  returned to the Depositor by you in accordance  with the first
paragraph of this  Section 1, such  Subscriber's  subscription  funds that shall
have been  deposited with you hereunder and that shall have been rejected by the
General Partner,  together with any interest earned on the Fund and allocated to
the rejected  amount of such  subscription  in accordance with Section 2 hereof.
You shall at the same time give notice to the Depositor of the aggregate  amount
of subscription funds and/or interest so returned.

          (d) Notwithstanding subparagraph (a) of this Paragraph 1, upon receipt
by you of written  notice from the General  Partner that a  Subscriber  has been
rejected  (because  good  funds  representing  payment  for Units  have not been
deposited in the  Subscriber's  customer  account with the  Depositor or because
such  Subscriber  has provided bad funds in the form of a bad check,  draft,  or
otherwise to the Depositor),  you shall transmit to the Depositor,  within three
business  days  following  receipt  by  you  of  such  notice,   the  amount  of
subscription  funds  deposited  with you hereunder  relating to that amount (the
portion  of such  Subscriber's  subscription  for which good funds have not been
provided),  together with any interest  earned on the Fund and allocated to such
portion of such a subscription  in accordance  with Section 2 hereof to the date
of such return,  and shall immediately  notify the General Partner of the return
of such funds.

     2.   You shall hold the Fund  (including any interest  earned  thereon) for
the account of the  Partnerships  pending delivery to either the Partnerships or
the Depositor, pursuant to Paragraphs 1 or 3 hereof, as the case may be. On each
day that  subscription  funds are  transferred  to you hereunder in  immediately
available  funds and receipt is confirmed  before 2:00 P.M., New York City time,
you  shall   immediately   invest  such   subscription   funds  solely  in  your
interest-bearing  money market account. If subscription funds are transferred to
you in immediately available funds and receipt is confirmed after 2:00 P.M., New
York City time, you shall so invest such funds on the next day.  Interest earned
on  the  Fund  shall  be  allocated  by  the  Depositor  among  the  subscribers
proportionately  based on (A) the amount of their  respective  subscriptions  on
deposit  in the  Fund,  and (B) the  period  of time  from the date  that  their
respective subscriptions shall have been deposited in the Fund to the earlier of
the delivery of the Fund to the  Partnerships  at a Closing or the  Depositor in
accordance with Sections 1 or 3 hereof, as the case may be.

     3.   If, during the Initial  Offering  Period,  you are notified in writing
jointly by the Parties that subscriptions for fewer than 400,000 Units of any of
Charter Graham,  Charter Millburn or Charter Welton have been subscribed for and
not  rejected by the General  Partner,  that the  offering of Units for any such
Partnership(s) have been terminated, and that no Initial Closing with respect to
any such  Partnership(s)  will be held, you shall transmit to the Depositor,  as
soon as practicable but in no event later than three business days after receipt
by  you  of  such  notice,  an  amount  representing  the  full  amount  of  all
subscription  funds that shall have been  deposited  with you  hereunder for any
such Partnership(s), together with any interest earned on the Fund in accordance
with Paragraph 2 hereof for any such Partnership(s).  You shall at the same time
give notice to the  Depositor of the  aggregate  amounts of  subscription  funds
and/or interest so returned.

     4.   The Parties further agree with you as follows:

          (a) Your duties and responsibilities  shall be limited solely to those
expressly set forth in this Agreement and are  ministerial in nature.  You shall
neither be subject to nor obliged to recognize any other agreement  between,  or
other  direction or instruction  of, any or all of the Parties or any Subscriber
even though reference thereto may be made herein;  provided,  however, that with
your written  consent,  this Agreement may be amended at any time or times by an
instrument in writing signed by the Parties.

          (b) You are authorized,  in your sole discretion, to disregard any and
all notices or instructions  given by any of the Parties or by any other person,
firm, or corporation,  except only such notices or instructions as are hereunder
provided  for and  orders or  process  of any court  entered  or issued  with or
without  jurisdiction.  If the Fund or any part thereof is at any time attached,
garnished,  or  levied  upon  under  any  court  order or in case  the  payment,
assignment,  transfer,  conveyance,  or  delivery of the Fund shall be stayed or
enjoined by any court order, or in case any order,  judgment, or decree shall be
made or entered by any court affecting the Fund or any part thereof, then and in
any such event you are  authorized,  in your sole  discretion,  to rely upon and
comply with any such order,  writ,  judgment,  or decree that you are advised by
legal  counsel of your own  choosing is binding upon you, and if you comply with
any such order, writ, judgment,  or decree you shall not be liable to any of the
Parties  or to any  other  person,  firm,  or  corporation  by  reason  of  such
compliance even though such order, writ, judgment, or decree may be subsequently
reversed, modified, annulled, set aside, or vacated.

          (c) You shall be fully  protected in relying upon any written  notice,
demand, certificate, document, or instrument believed by you in good faith to be
genuine and to have been signed or presented by the proper  person or persons or
Party or Parties.  The  Parties  shall  provide you with a list of officers  and
employees who shall be authorized to deliver instructions  hereunder.  You shall
not be liable for any action taken or omitted by you in  connection  herewith in
good faith and in the exercise of your own best judgment.

          (d) Should any dispute arise with respect to the delivery,  ownership,
right of possession, and/or disposition of the subscription funds deposited with
you hereunder, or should any claim be made upon any such subscription funds by a
third party,  you, upon receipt of written  notice of such dispute by any of the
Parties or by a third  party,  are  authorized  and  directed  to retain in your
possession all or any of such  subscription  funds until such dispute shall have
been  settled  either by mutual  agreement  of the parties  involved or by final
order, decree, or judgment of any court in the United States.

          (e) If for any reason funds are deposited in the escrow  account other
than by transfer of immediately  available  funds,  you shall proceed as soon as
practicable to collect checks,  drafts,  and other  collection items at any time
deposited with you hereunder. All such collections shall be subject to the usual
collection  agreement  regarding  items  received  by  your  commercial  banking
department  for deposit or  collection;  provided,  however,  that if any check,
draft,  or other  collection  item at any time  deposited  with you hereunder is
returned to you as being uncollectible (except by reason of an account closing),
you shall attempt a second time to collect such item before  returning such item
to the Depositor as uncollectible.  Subject to the foregoing, you shall promptly
notify the Parties of any uncollectible  check,  draft, or other collection item
deposited with you hereunder and shall promptly return such  uncollectible  item
to the  Depositor,  in which case you shall not be liable to pay any interest on
the  subscription  funds  represented by such  uncollectible  item. In no event,
however,  shall  you be  required  or have a duty to take any  legal  action  to
enforce payment of any check or note deposited hereunder.

          (f) You shall not be  responsible  for the  sufficiency or accuracy of
the form,  execution,  validity,  or  genuineness  of documents now or hereafter
deposited with you hereunder,  or for any lack of endorsement thereon or for any
description  therein,  nor shall you be  responsible or liable in any respect on
account  of the  identity,  authority,  or rights of the  persons  executing  or
delivering or purporting to execute or deliver any such document, or endorsement
or this Agreement. You shall not be liable for any loss sustained as a result of
any investment  made pursuant to the  instructions of the Parties or as a result
of any liquidation of an investment prior to its maturity, or the failure of the
Parties  to give you any  instructions  to  invest or  reinvest  the Fund or any
earnings thereon.

          (g) All notices required or desired to be delivered hereunder 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 a Partnership, the Partnerships or the General Partner:

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

          if to the Depositor:

          Dean Witter Reynolds Inc.
          Two World Trade Center, 62nd Floor
          New York, New York  10048
          Attn:  Mr. Robert E. Murray
                 Senior Vice President

          in either case with a copy to:

          Cadwalader, Wickersham & Taft
          100 Maiden Lane
          New York, New York  10038
          Attn:  Edwin L. Lyon, Esq.

          if to you:

          The Chase Manhattan Bank
          450 W. 33rd Street, 15th Floor
          New York, New York  10001
          Attn: Mr. Paul Gilkeson

Whenever,  under the terms hereof, the time for giving a notice or performing an
act falls on a Saturday,  Sunday, or legal holiday,  such time shall be extended
to the next business day.

          (h) The Depositor agrees to indemnify,  defend,  and hold you harmless
from and against, any and all loss, damage, tax, liability, and expense that may
be incurred by you arising out of or in connection  with your duties  hereunder,
except as caused by your gross  negligence,  bad faith,  or willful  misconduct,
including the legal costs and expenses of defending  yourself  against any claim
or liability in connection with your performance hereunder.

          (i) You  shall be paid by the  Depositor  a single  fee of  $3,000  in
advance for your services with respect to the first year from the date hereof or
any portion thereof in connection herewith. In addition, the Depositor shall pay
an additional $3,000 fee for any services  provided  hereunder in any subsequent
year.

          (j) It is  understood  that you may at any time  resign  hereunder  as
Escrow  Agent by giving  written  notice of your  resignation  to the Parties at
their  address set forth above at least 20 days prior to the date  specified for
such  resignation  to  take  effect,   and  upon  the  effective  date  of  such
resignation,  all property then held by you hereunder  shall be delivered by you
to such person as may be designated jointly by the Parties in writing, whereupon
all your  obligations  hereunder shall cease and terminate.  If you shall resign
prior to the conclusion of the first 60 days of the Initial Offering Period, you
shall pay back to the  Depositor  an amount  equal to the product of $50 and the
number of days remaining until the 60th day of the Initial Offering  Period.  If
you shall resign at or after the  conclusion of the first 60 days of the Initial
Offering  Period,  you shall have no  obligation  to pay any amount  back to the
Depositor.  If no successor Escrow Agent has been appointed or has accepted such
appointment  by such date, all your  obligations  hereunder  shall  nevertheless
cease and terminate. Your sole responsibility thereafter shall be to keep safely
all property then held by you and to deliver the same to a person  designated by
the Parties  hereto or in  accordance  with the  directions  of a final order or
judgment of a court of competent jurisdiction.

     5.   This Agreement  shall be governed by and construed in accordance  with
the law of the  State of New  York and any  action  brought  hereunder  shall be
brought  in the  courts of the State of New York,  sitting  in the County of New
York.

     6.   The undersigned  Escrow Agent hereby  acknowledges and agrees to hold,
deal with, and dispose of, the Fund  (including any interest earned thereon) and
any other property at any time held by the Escrow Agent  hereunder in accordance
with this Agreement.

If the foregoing Agreement is satisfactory to you, please so indicate by signing
at the place provided below.


                                       Sincerely,


                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       GRAHAM L.P.

                                       By:  Demeter Management Corporation


                                       By:  /s/ MARK J. HAWLEY
                                            ----------------------------
                                            Mark J. Hawley
                                            President



                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       MILLBURN L.P.

                                       By:  Demeter Management Corporation


                                       By:  /s/ MARK J. HAWLEY
                                            ----------------------------
                                            Mark J. Hawley
                                            President



                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       WELTON L.P.

                                       By:  Demeter Management Corporation


                                       By:  /s/ MARK J. HAWLEY
                                            ----------------------------
                                            Mark J. Hawley
                                            President



                                       DEAN WITTER REYNOLDS INC.


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



Accepted:

THE CHASE MANHATTAN BANK

By:  /s/ PAUL GILKESON
     ------------------------
     Name:   Paul Gilkeson
     Title:  Vice-President