<page>
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT, made as of the 1st
day of March, 1994, and amended and restated as of December 1, 2000 (as
amended and restated, this "Management Agreement") among MORGAN
STANLEY DEAN WITTER CHARTER DWFCM L.P. (formerly
DWFCM International Access Fund L.P.), a Delaware limited partnership
(the "Partnership"), DEMETER MANAGEMENT CORPORATION, a
Delaware corporation (the "General Partner"), and DEAN WITTER
FUTURES & CURRENCY MANAGEMENT INC., a Delaware
corporation (the "Trading Advisor").
W I T N E S S E T H:
WHEREAS, the Partnership has been organized pursuant to
the Limited Partnership Agreement dated as of October 22, 1993, as
amended and restated as of October 31, 2000 (the "Limited Partnership
Agreement"), 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 now or may
hereafter be the subject of futures contract trading), domestic and foreign
commodity futures contracts, commodity forward contracts, foreign
exchange commitments, options on physical commodities and on futures
contracts, spot (cash) commodities and currencies, and any rights
pertaining thereto (hereinafter referred to collectively as "futures
interests") and securities (such as United States Treasury securities)
approved by the Commodity Futures Trading Commission (the "CFTC")
for investment of customer funds.







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WHEREAS, the Partnership became a member partnership
of the Morgan Stanley Dean Witter Charter Series (the "Fund Group") by
entering into an agreement pursuant to which units of limited partnership
interest ("Units") of such member partnerships are sold to investors in a
common offering under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement on Form S-1 as it
may be amended from time to time (the "Registration Statement") and a
final Prospectus, constituting a part thereof as it may be amended and
supplemented from time to time (the "Prospectus"), and thereafter,
pursuant to which such Units can be exchanged by a limited partner of a
member partnership of the Fund Group after six months for Units of other
member partnerships of the Fund Group at 100% of the respective Net
Asset Value (as defined in Section 7(d)(2) of the Limited Partnership
Agreement) thereof;
WHEREAS, the Trading Advisor has extensive experience
trading in futures interests and is willing to continue to provide certain
services and undertake certain obligations as set forth herein;
WHEREAS, the Partnership desires the Trading Advisor to
continue 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 to continue to so act; and
WHEREAS, the Partnership, the General Partner and the
Trading Advisor wish to enter into this Management Agreement which,
among other things, sets forth certain terms and conditions upon which the
Trading Advisor will continue to conduct the Partnership's futures
interests trading;
NOW, THEREFORE, the parties hereto hereby agree as
follows:






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1.	Undertakings in Connection with the Offering of Units.
(a)	The Trading Advisor agrees with respect to the
continuing offering of Units: (i) to make all disclosures regarding itself, its
principals and affiliates, its trading performance, its trading programs,
systems, methods, and strategies (subject to the need to preserve the
secrecy of proprietary information concerning such programs, 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"), NASD Regulation, 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
and any subsequent registration statements or prospectuses, with the SEC,
CFTC, NFA, NASD, and with appropriate governmental authorities as
part of making application for registration of the Units under the securities
or Blue Sky laws of such jurisdictions as the Partnership may deem
appropriate.  As used herein, the term "principal" shall have the meaning
as defined in Section 4.10(e) of the CFTC's Regulations and the term
"affiliate" shall mean an individual or entity that directly or indirectly
controls, is controlled by, or is under common control with, the Trading
Advisor.
(b)	The General Partner, in its sole discretion and at any
time may (i) withdraw the SEC registration of the Units, or (ii) discontinue
the offering of Units.






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(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.  Neither the Trading Advisor nor
any of its principals, or affiliates, or any stockholders, officers, directors,
or employees shall distribute the Prospectus or selling literature or shall
engage in any selling activities whatsoever in connection with the
continuing offering of Units except as may be specifically requested by
the General Partner.
















<page>
2.	Duties of the Trading Advisor.
(a)	The Trading Advisor hereby 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, (iii)
to pay the Partnership's expenses, (iv) to the extent the General Partner
believes doing so is necessary for the protection of the Partnership, (v) to
terminate the futures interests trading of the Partnership, or (vi) to comply
with any applicable law or regulation.  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 calendar days of such
request.  Except as otherwise provided herein, the Trading Advisor shall
not be liable for the consequences of any decision by the General Partner
to override instructions of the Trading Advisor, except to the extent that
the Trading Advisor is in breach of this Agreement.  In performing
services to the Partnership the Trading Advisor may not materially alter
the trading program(s) used by the Trading Advisor in investing and
reinvesting the Partnership's Net Assets (as defined in Section 6(c) hereof)
in futures interests as described in the Prospectus without the prior written
consent of the General Partner, it being understood that changes in the
futures interests or markets traded shall not be deemed an alteration in the
Trading Advisor's trading program(s).
(b)	The Trading Advisor shall:
(i)	exercise good faith and due care in trading
futures interests for the account of the Partnership in accordance with the
restrictions and trading policies of the Partnership described in the
Prospectus, Exhibit A hereto, and as otherwise provided in writing and
consented to by the Trading Advisor and the trading programs, systems,
methods, and strategies of the Trading Advisor described in the
Prospectus, 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.
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(ii)	Subject to reasonable assurances of
confidentiality by the General Partner and the Partnership, provide the
General Partner, within thirty calendar days of a reasonable request
therefor by the General Partner, with information comparing the
performance of the Partnership's account and the performance of all other
client accounts directed by the Trading Advisor using the trading
programs used by the Trading Advisor for the Partnership over a specified
period of time.  In providing such information, the Trading Advisor may
take such steps as are necessary to assure the confidentiality of the Trading
Advisor's clients' identities.  The Trading Advisor shall, upon the General
Partner's reasonable request, consult with the General Partner concerning
any discrepancies between the performance of such other accounts and the
Partnership's account.  The Trading Advisor shall promptly inform the
General Partner of any material discrepancies of which the Trading
Advisor is aware.  The General Partner acknowledges that different
trading programs, strategies or implementation methods may be utilized
for different accounts, accounts with different trading policies, accounts
experiencing differing inflows or outflows of equity, accounts that
commence trading at different times, accounts which have different
portfolios or different fiscal years and that such differences may cause
divergent trading results.
(iii)	Upon the reasonable request of the General
Partner and subject to reasonable assurances of confidentiality by the
General Partner and the Partnership, provide the General Partner with all
material information concerning the Trading Advisor other than
proprietary information (including, without limitation, information relating
to changes in control, personnel, trading approach, or financial condition).
The General Partner acknowledges that all trading instructions made by
the Trading Advisor will be held in confidence by the General Partner,
except to the extent necessary to conduct the business of the Partnership or
as required by law.
(iv)	Inform the General Partner when the
Trading Advisor's open positions maintained by the Trading Advisor
exceed the Trading Advisor's speculative position limits.





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(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, including payment
to DWR of the floor brokerage commissions, exchange and NFA fees, and
other transaction charges and give-up charges incurred by DWR on such
trades but only for the amount of DWR's out-of-pocket costs in respect
thereof.  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 B appointing the Trading Advisor the Partnership's
attorney-in-fact for such purpose.








<page>
3.	Designation of Additional Trading Advisors;
Additional Assets.
If the General Partner at any time deems it to be in the best
interests of the Partnership, the General Partner may designate an
additional trading advisor or advisors for the Partnership and may
apportion to such additional trading advisor(s) the management of such
amounts of Net Assets (as defined in Section 7(d)(1) of the Limited
Partnership Agreement) 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 Trading Profits (as defined in Section 6(d)
hereof) properly attributable to the trading done by the Trading Advisor.
4.	Trading Advisor Independent.
For all purposes of this Agreement, the Trading Advisor
shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized, have no authority to act
for or represent the Partnership in any way or otherwise be deemed an
agent of the Partnership.  Nothing contained herein shall be deemed to
require the Partnership to take any action contrary to its Limited
Partnership Agreement or Certificate of Limited Partnership as from time
to time in effect (the "Certificate of Limited Partnership"), or any
applicable law or rule or regulation of any regulatory body, exchange, or
board.  Nothing herein contained shall constitute the Trading Advisor as a
member of any partnership, joint venture, association, syndicate or other
entity with the Partnership or the General Partner, or be deemed to confer
on any of them any express, implied, or apparent authority to incur any
obligation or liability on behalf of any other.





<page>
5.	Commodity Broker.
(a)	The Trading Advisor shall effect all transactions in
futures interests for the Partnership through, and shall maintain a separate
account with, such commodity broker or brokers as the General Partner
shall direct.  At the present time, DWR acts as the non-clearing
commodity broker and Morgan Stanley & Co. Incorporated ("MS & Co.")
acts as the clearing commodity broker, except that all trades on the
London Metal Exchange will be cleared by Morgan Stanley & Co.
International Limited ("MSIL").  The General Partner shall provide the
Trading Advisor with copies of brokerage statements.  Notwithstanding
that MS & Co. and MSIL shall act as the clearing commodity brokers for
the Partnership, the Trading Advisor may execute trades through floor
brokers other than those employed by MS & Co. and MSIL so long as
arrangements are made for such floor brokers to "give up" or transfer the
positions to MS & Co. or MSIL and provided that the rates charged by
such floor brokers have been approved in writing by DWR.  Except as
provided in Exhibit A, the Trading Advisor will not be responsible for
paying give-up fees.
6.	Fees.
(a)	For the services rendered to the Partnership by the
Trading Advisor under this Agreement, the Partnership shall pay the
Trading Advisor the following fees:
(i)	A monthly management fee, without regard
to the profitability of the Trading Advisor's trading for the Partnership's
account, equal to 1/12 of 2.0% of the Net Assets of the Partnership as of
the first day of each calendar month (a 2.0% annual rate).
(ii)	A quarterly incentive fee equal to 20% of
the "Trading Profits" (as defined in Section 6(d)) as of the end of each
calendar quarter.  Any accrued incentive fees with respect to any Units
redeemed at the end of the month which is not the end of a calendar
quarter will be deducted and paid to the Trading Advisor at the time of the
redemption.




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(b)	If this Agreement is terminated on a date other than the
end of a calendar quarter, the incentive fee described above shall be
determined as if such date were the end of a calendar quarter.  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, 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 7(d)(1) of the Limited Partnership Agreement.














<page>
(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 and brokerage fees;
with such trading profits and items of decrease determined from the end of
the last calendar quarter 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 quarter 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 quarter 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 calendar
quarter without an intervening payment of an incentive fee and Net Assets
are reduced or increased in more than one such calendar quarter 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 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.






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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
sixty calendar 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
fifteen 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 12 hereof, if the Trading Advisor merges or
consolidates with, or sells or otherwise transfers its advisory business, or
all or a substantial portion of its assets, any portion of its 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
$5; (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, which the Trading Advisor determines, in good faith to be in
the best interests of the Partnership, unless such act, omission, conduct, or
activity constituted misconduct or negligence.

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(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 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 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.


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(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 of 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, director, or
partner 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.


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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.










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(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
programs, systems, methods or strategies to accommodate the trading of
additional funds or accounts.  If applicable speculative position limits are
exceeded by the Trading Advisor in the opinion of (i) independent counsel
(who shall be other than counsel to the Partnership), (ii) the CFTC, or (iii)
any other regulatory body, exchange, or board, the Trading Advisor and its
principals and affiliates shall promptly liquidate positions in all of their
accounts, including the Partnership's account, as to which positions are
attributed to the Trading Advisor as nearly as possible in proportion to the
accounts' respective amounts available for trading (taking into account
different degrees of leverage and "notional" equity) to the extent necessary
to comply with the applicable position limits.
10.	Representations, Warranties, and Covenants of the
Trading Advisor.
(a)	Representations and Warranties of the Trading
Advisor.  The Trading Advisor with respect to itself and each of its
principals represents and warrants to and agrees with the General Partner
and the Partnership as follows:
(i)	It will exercise good faith and due care in
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.
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(iii)	The Trading Advisor shall follow, at all
times, the Trading Policies of the Partnership (as described in the
Prospectus and as set forth in Exhibit A hereto) and as amended from time
to time with the consent of the Trading Advisor, which consent shall not
be unreasonably withheld.
(iv)	The Trading Advisor shall trade: (A) the
Partnership's Net Assets pursuant to the specified trading portfolios and
programs described in the Prospectus unless the Trading Advisor is
instructed by the General Partner to trade the Partnership's Net Assets
pursuant to any one or more of the Trading Advisor's other trading
portfolios and programs described in the Prospectus; and (B) only in
futures and option contracts traded on U.S. contract markets, foreign
currency forward contracts traded with MS & Co., and such other futures
interests that are approved in writing by the General Partner and have been
approved by the CFTC for U.S. persons.
(v)	The Trading Advisor is a corporation duly
organized, validly existing and in good standing as a corporation under the
laws of the State of Delaware and is qualified to do business as a foreign
corporation and in good standing in the State of New York and in each
other jurisdiction in which the nature or conduct of its business requires
such qualification and the failure to so qualify would materially adversely
affect the Trading Advisor's ability to perform its duties under this
Agreement.  The Trading Advisor has full corporate power and authority
to perform its obligations under this Agreement, and as described in the
Registration Statement and Prospectus.  The only principals (as defined in
Rule 4.10(e) under the CEAct) of the Trading Advisor are those set forth
in the Prospectus (the "Trading Advisor Principals").








<page>
(vi)	All references to the Trading Advisor and
each Trading Advisor Principal, including the Trading Advisor's trading
programs and systems, and performance, in the Registration Statement and
the Prospectus, and in any supplemental selling material which has been
approved in writing by the Trading Advisor, are accurate and complete in
all material respects.  With respect to the information relating to the
Trading Advisor and each Trading Advisor Principal, including the
Trading Advisor's and the Trading Advisor Principals' trading programs
and systems, and performance information, as applicable, (i) the
Registration Statement and Prospectus contain all statements and
information required to be included therein under the CEAct, (ii) the
Registration Statement as of its effective date will not contain any
misleading or untrue statement of a material fact or omit to state a material
fact which is required to be stated therein or necessary to make the
statements therein not misleading and (iii) the Prospectus at its date of
issue and as of each closing will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which such
statements were made, not misleading.
(vii)	This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Trading Advisor and is
a valid and binding agreement of the Trading Advisor enforceable in
accordance with its terms.
(viii)	Each of the Trading Advisor and each
"principal" of the Trading Advisor, as defined in Rule 3.1 under the
CEAct, has all federal and state governmental, regulatory, self-regulatory
and exchange licenses, memberships and approvals and has effected all
filings and registrations with federal and state governmental and
regulatory and self-regulatory organizations required to conduct its or his
business and to act as described in the Registration Statement and
Prospectus or required to perform its or his obligations under this
Agreement.  The Trading Advisor is registered as a commodity trading
advisor under the CEAct and is a member of the NFA in such capacity.
(ix)	The execution and delivery of this
Agreement, the incurrence of the obligations set forth herein, and the
consummation of the transactions contemplated herein and in the
Prospectus will not violate, or constitute a breach of, or default under, the
certificate of incorporation or bylaws of the Trading Advisor or any
agreement or instrument by which it is bound or of any order, rule, law or
regulation binding on it of any court, governmental body, administrative
agency, panel or self-regulatory organization having jurisdiction over it.
<page>
(x)	Since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there has not been any material adverse change in the condition, financial
or otherwise, business or prospects of the Trading Advisor or any Trading
Advisor Principal.
(xi)	Except as set forth in the Registration
Statement or Prospectus, there has not been in the five years preceding the
date of the Prospectus and there is not pending, or to the best of the
Trading Advisor's knowledge threatened, any action, suit or proceeding
before or by any court, governmental body, or any administrative, self-
regulatory organization to which the Trading Advisor or any Trading
Advisor Principal is or was a party, or to which any of the assets of the
Trading Advisor or any Trading Advisor Principal is or was subject and
which resulted in or might reasonably be expected to result in any material
adverse change in the condition, financial or otherwise, business or
prospects of the Trading Advisor or which would be material to an
investor's decision to invest in the Partnership.  Neither the Trading
Advisor nor any Trading Advisor Principal has received any notice of an
investigation by the NFA or the CFTC regarding noncompliance by the
Trading Advisor or any of the Trading Advisor Principals with the CEAct,
CFTC rules or rules of the NFA.
(xii)	Neither the Trading Advisor nor any
Trading Advisor Principal has received, or is entitled to receive, directly
or indirectly, any commission, finder's fee, similar fee, or rebate from any
person in connection with the organization or operation of the Partnership,
other than as described in the Prospectus.
(b)	Covenants of the Trading Advisor.  The Trading
Advisor covenants and agrees that:
(i)	The Trading Advisor shall use its best
efforts to maintain all registrations and memberships necessary for the
Trading Advisor to continue to act as described herein and to at all times
comply in all material respects with all applicable laws, rules, and
regulations, to the extent that the failure to so comply would have a
materially adverse effect on the Trading Advisor's ability to act as
described herein.



<page>
(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.
(iii)	The Trading Advisor agrees reasonably to
cooperate by providing information regarding itself and its performance in
the preparation of any amendments or supplements to the Registration
Statement and the Prospectus.
(iv)	The Trading Advisor agrees to participate,
to the extent that the General Partner may reasonably request, in "road
shows" and other promotional activities relating to the marketing of the
Units, provided that such participation shall not in the reasonable
judgment of the Trading Advisor require the registration of the Trading
Advisor or any of its principals or agents as a broker-dealer or salesman or
interfere materially with the trading activities of the Trading Advisor.  The
Trading Advisor shall pay the costs of its reasonably requested
participation in such road shows.
11.	Representations, Warranties, and Covenants of the
General Partner and the Partnership.
(a)	Representations and Warranties of the Partnership
and the General Partner.  The General Partner and the Partnership
represent and warrant to the Trading Advisor, as follows:
(i)	The Partnership has provided to the Trading
Advisor, and filed with the SEC, the Registration Statement and has filed
copies thereof with: (i) the CFTC under the CEAct; (ii) the NASD
pursuant to its Conduct Rules; and (iii) the NFA in accordance with NFA
Compliance Rule 2-13.  The Partnership will not file any amendment to
the Registration Statement or any amendment or supplement to the
Prospectus unless the Trading Advisor has received reasonable prior
notice of and a copy of such amendments or supplements and has not
reasonably objected thereto in writing.


<page>
(ii)	The Limited Partnership Agreement
provides for the subscription for and sale of the Units; all action required
under applicable law to be taken by the General Partner and the
Partnership as a condition to the sale of the Units to qualified subscribers
therefor has been, or prior to each monthly closing (as described in the
Prospectus) will have been, taken; and, upon payment of the consideration
therefor specified in each accepted Subscription and Exchange Agreement
and Power of Attorney in such form as attached to the Prospectus, the
Units will constitute valid limited partnership interests in the Partnership.
(iii)	The Partnership is a limited partnership duly
organized pursuant to the Certificate of Limited Partnership, the Limited
Partnership Agreement and the Delaware Revised Uniform Limited
Partnership Act ("DRULPA") and is validly existing under the laws of the
State of Delaware with full power and authority to engage in the trading of
futures interests and to engage in its other contemplated activities as
described in the Prospectus; the Partnership has received a certificate of
authority to do business in the State of New York as provided by
Article 8-A of the New York Revised Limited Partnership Act and is
qualified to do business in each jurisdiction in which the nature or conduct
of its business requires such qualification and where the failure to be so
qualified could materially adversely affect the Partnership's ability to
perform its obligations hereunder.
(iv)	The General Partner is duly organized and
validly existing and in good standing as a corporation under the laws of
the State of Delaware and in good standing and qualified to do business as
a foreign corporation under the laws of the State of New York and is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which the nature or conduct of its business requires
such qualification and where the failure to be so qualified could materially
adversely affect the General Partner's ability to perform its obligations
hereunder.
(v)	The Partnership and the General Partner
have full partnership or corporate power and authority under applicable
law to conduct their business and to perform their respective obligations
under this Agreement.




<page>
(vi)	The Registration Statement and Prospectus
contain all statements and information required to be included therein by
the CEAct.  When the Registration Statement becomes effective under the
Securities Act and at all times subsequent thereto up to and including each
monthly closing, the Registration Statement and Prospectus will comply in
all material respects with the requirements of the Securities Act, the rules
and regulations promulgated thereunder (the "SEC Regulations"), the
rules of the NFA and the CEAct.  The Registration Statement as of its
effective date will not contain any misleading or untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.  The Prospectus
as of its date of issue and at each monthly closing will not contain any
misleading or untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which such statements were made, not misleading.  The
supplemental selling material, when read in conjunction with the
Prospectus, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of
the circumstances under which such statements were made, not
misleading.  The supplemental selling material will comply with the
CEAct and the regulations and rules of the NFA and NASD.  The
representations and warranties in this clause (vi) shall not, however, apply
to any statement or omission in the Registration Statement, Prospectus or
supplemental selling material specifically relating to the Trading Advisor,
or its Trading Advisor Principals or its trading programs or made in
reliance upon and in conformity with information furnished by the Trading
Advisor.
(vii)	Since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there has not been any material adverse change in the condition, financial
or otherwise, business or prospects of the General Partner or the
Partnership, whether or not arising in the ordinary course of business.
(viii)	This Agreement has been duly and validly
authorized, executed and delivered by the General Partner for itself and on
behalf of the Partnership and constitutes a valid, binding and enforceable
agreement of the Partnership and the General Partner in accordance with
its terms.



<page>
(ix)	The execution and delivery of this
Agreement, the incurrence of the obligations set forth herein and the
consummation of the transactions contemplated herein and in the
Registration Statement and Prospectus will not violate, or constitute a
breach of, or default under, the General Partner's certificate of
incorporation or bylaws, the Certificate of Limited Partnership of the
Partnership, or the Limited Partnership Agreement of the Partnership or
any agreement or instrument by which either the General Partner or the
Partnership, as the case may be, is bound or any order, rule, law or
regulation applicable to the General Partner or the Partnership of any court
or any governmental body or administrative agency or panel or self-
regulatory organization having jurisdiction over the General Partner or the
Partnership.
(x)	Except as set forth in the Registration
Statement or Prospectus, there has not been in the five years preceding the
date of the Prospectus and there is not pending or, to the best of the
General Partner's knowledge, threatened, any action, suit or proceeding at
law or in equity before or by any court or by any federal, state, municipal
or other governmental body or any administrative or self-regulatory
organization to which the General Partner or the Partnership is or was a
party, or to which any of the assets of the General Partner or the
Partnership is or was subject and which resulted in or might reasonably be
expected to result in any materially adverse change in the condition,
financial or otherwise, of the General Partner or the Partnership or which
is required under the Securities Act or the CEAct to be disclosed in the
Prospectus; and neither the General Partner nor any of the principals of the
General Partner, as "principals" is defined under Rule 4.10 under the
CEAct ("General Partner Principals") has received any notice of an
investigation by the NFA, NASD, SEC or CFTC regarding non-
compliance by the General Partner or the General Partner Principals or the
Partnership with the Securities Act or the CEAct or NFA rules which is
required under the Securities Act or the CEAct to be disclosed in the
Prospectus.






<page>
(xi)	The General Partner and each principal of
the General Partner, as defined in Rule 3.1 under the CEAct, have all
federal and state governmental, regulatory and self-regulatory approvals,
licenses and memberships, and have effected all filings and registrations
with federal and state and foreign governmental agencies in order for the
General Partner to conduct its business and to act as described in the
Registration Statement and Prospectus or required to perform its
obligations under this Agreement (including, without limitation,
registration as a commodity pool operator under the CEAct and
membership in the NFA as a commodity pool operator) and will maintain
all such required approvals, licenses, filings, and registrations for the term
of this Agreement.  The General Partner's principals identified in the
Registration Statement are all of the General Partner Principals.
(b)	Covenants of the General Partner and the Partnership.
The General Partner 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.
(iii)	The Partnership will furnish to the Trading
Advisor copies of the Registration Statement, the Prospectus, and all
amendments and supplements thereto, in each case as soon as available.




<page>
12.	Merger or Transfer of Assets of Trading Advisor.
The Trading Advisor may merge or consolidate with, or
sell or otherwise transfer its advisory business, or all or a substantial
portion of its assets, any portion of its 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.
13.	Complete Agreement.
This Agreement constitutes the entire agreement between
the parties with respect to the matters referred to herein, and no other
agreement, verbal or otherwise, shall be binding as between the parties
unless in writing and signed by the party against whom enforcement is
sought.
14.	Assignment.
This Agreement may not be assigned by any party hereto
without the express written consent of the other parties hereto.
15.	Amendment.
This Agreement may not be amended except by the written
consent of the parties hereto.
16.	Severability.
The invalidity or unenforceability of any provision of this
Agreement or any covenant herein contained shall not affect the validity
or enforceability of any other provision or covenant hereof or herein
contained and any such invalid provision or covenant shall be deemed to
be severable.
17.	Closing Certificates and Opinions.
(a)	The Trading Advisor shall, at the request of the General
Partner at any monthly closing, provide the following:
(i)	To DWR, the General Partner and the
Partnership a certificate, dated the date of any such closing and in form
and substance satisfactory to such parties, to the effect that:
<page>
(A)	The representations and warranties by the
Trading Advisor in this Agreement are true, accurate, and
complete on and as of the date of the closing, as if made on
the date of the closing.
(B)	The Trading Advisor has performed all of its
obligations and satisfied all of the conditions on its part to
be performed or satisfied under this Agreement, at or prior
to the date of such closing.
(ii)	To DWR, the General Partner and the
Partnership an opinion of counsel to the Trading Advisor, in form and
substance satisfactory to such parties, to the effect that:
(A)	The Trading Advisor is a corporation duly
organized and validly existing under the laws of the State
of Delaware and is qualified to do business and is in good
standing in the State of New York and in each other
jurisdiction in which the nature or conduct of its business
requires such qualification and the failure to be duly
qualified would materially adversely affect the Trading
Advisor's ability to perform its obligations under this
Agreement.  The Trading Advisor has full corporate power
and authority to conduct its business as described in the
Registration Statement and Prospectus and to perform its
obligations under this Agreement.
(B)	The Trading Advisor (including the Trading
Advisor Principals) has all governmental, regulatory, and
self-regulatory registrations and memberships required by
law, and the Trading Advisor (including the Trading
Advisor Principals) has received or made all filings and
registrations necessary to perform its obligations under this
Agreement and to conduct its business as described in the
Registration Statement and Prospectus, except for such
licenses, memberships, filings and registrations, the
absence of which would not have a material adverse effect
on its ability to act as described in the Registration
Statement and Prospectus or to perform its obligations
under this Agreement, and, to the best of such counsel's
knowledge, after due investigation, none of such licenses,
memberships or registrations have been rescinded, revoked
or suspended.

<page>
(C)	This Agreement has been duly authorized,
executed and delivered by or on behalf of the Trading
Advisor and constitutes a legal, valid and binding
agreement of the Trading Advisor enforceable in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium, receivership or other laws relating to or
affecting creditors rights generally, and to general
principles of equity (regardless of whether such
enforceability is sought in a proceeding at law or in equity),
and except as enforceability of rights with respect to
indemnification and contribution provisions may be limited
by applicable law or considerations of public policy.
(D)	Based upon due inquiry of certain officers of the
Trading Advisor, to such counsel's knowledge, except as
disclosed in the Prospectus, there are no actions, suits or
proceedings at law or in equity pending or threatened
before or by any court, governmental body, administrative
agency, panel or self- regulatory organization, nor have
there been any such actions, suits or proceedings within the
five years preceding the date of the Prospectus against the
Trading Advisor or any Trading Advisor Principal which
are required to be disclosed in the Registration Statement or
Prospectus.
(E)	The execution and delivery of this Agreement,
the incurrence of the obligations herein set forth and the
consummation of the transactions contemplated herein and
in the Prospectus will not be in contravention of any of the
provisions of the certificate of incorporation or bylaws of
the Trading Advisor and, based upon due inquiry of certain
officers of the Trading Advisor, to such counsel's
knowledge, will not constitute a breach of, or default under,
or a violation of any instrument or agreement known to
such counsel by which the Trading Advisor is bound and
will not violate any order, law, rule or regulation applicable
to the Trading Advisor of any court or any governmental
body or administrative agency or panel or self-regulatory
organization having jurisdiction over the Trading Advisor.


<page>
(F)	Based upon reliance of certain SEC "no-action"
letters, the performance by the Trading Advisor of the
transactions contemplated by this Agreement and as
described in the Prospectus will not require the Trading
Advisor to be registered as an "investment adviser" as that
term is defined in the Investment Advisers Act of 1940, as
amended.
(G)	Nothing has come to such counsel's attention
that would lead them to believe that, (A) the Registration
Statement at the time it became effective, insofar as the
Trading Advisor and the Trading Advisor Principals are
concerned, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or (B) the Prospectus at the time it was issued
or at the closing contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to
make the statements therein relating to the Trading Advisor
or the Trading Advisor Principals, in light of the
circumstances under which they were made, not
misleading; provided, however, that such counsel need
express no opinion or belief as to any performance data and
notes or descriptions thereto set forth in the Registration
Statement and Prospectus, except that such counsel shall
opine, without rendering any opinion as to the accuracy of
the information in such tables, that any actual performance
tables of the Trading Advisor set forth in the Prospectus
comply as to form in all material respects with applicable
CFTC rules and all CFTC and NFA interpretations thereof,
except as disclosed in the Prospectus or as otherwise
permitted by the CFTC staff.
In giving the foregoing opinion, counsel may rely
on information obtained from public officials, officers of the Trading
Advisor, and other sources believed by it to be responsible and may
assume that signatures on all documents examined by it are genuine.
(iii)	To DWR, the General Partner and the
Partnership, a report dated the date of the closing which shall present, for
the period from the date after the last day covered by any historical
performance capsules in the Prospectus to the latest practicable day before
closing, updated performance information which shall certify that such
figures are, to the best of such Trading Advisor's knowledge, accurate in
all material respects.
<page>
(b)	The General Partner shall, if a similar request is made
of the Trading Advisor at any monthly closing, provide the following:
(i)	To the Trading Advisor a certificate, dated
the date of such closing and in form and substance satisfactory to the
Trading Advisor, to the effect that:
(A)	The representations and warranties by the
Partnership and the General Partner in this Agreement are
true, accurate, and complete on and as of the date of the
closing as if made on the date of the closing.
(B)	No stop order suspending the effectiveness of
the Registration Statement has been issued by the SEC and
no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the General Partner, are
contemplated or threatened under the Securities Act.  No
order preventing or suspending the use of the Prospectus
has been issued by the SEC, NASD, CFTC, or NFA and no
proceedings for that purpose have been instituted or are
pending or, to the knowledge of the General Partner, are
contemplated or threatened under the Securities Act or the
CEAct.
(C)	The Partnership and the General Partner have
performed all of their obligations and satisfied all of the
conditions on their part to be performed or satisfied under
this Agreement at or prior to the date of the closing.
(ii)	Cadwalader, Wickersham & Taft, counsel to
the General Partner and the Partnership, shall deliver its opinion to the
parties hereto in form and substance satisfactory to the parties hereto, to
the effect that:






<page>
(A)	The Partnership is a limited partnership duly
formed pursuant to the Certificate of Limited Partnership of
the Partnership, the Limited Partnership Agreement of the
Partnership and the DRULPA and is validly existing under
the laws of the State of Delaware with full partnership
power and authority to conduct the business in which it
engages as described in the Registration Statement and
Prospectus and to perform its obligations under this
Agreement; the Partnership has received a Certificate of
Authority as contemplated under the New York Revised
Limited Partnership Act and is qualified to do business in
New York.
(B)	The General Partner is a corporation validly
existing and in good standing as a corporation under the
laws of the State of Delaware and is qualified to do
business and is in good standing as a foreign corporation in
the State of New York and in each other jurisdiction in
which the nature or conduct of its business requires such
qualification and the failure to so qualify might reasonably
be expected to result in material adverse consequences to
the Partnership or the General Partner's ability to perform
its obligations as described in the Registration Statement
and Prospectus.  The General Partner has corporate power
and authority to conduct its business as described in the
Registration Statement and Prospectus and to perform its
obligations under this Agreement.
(C)	The General Partner, each of its principals as
defined in Rule 3.1 under the CEAct, and the Partnership
have all federal and state governmental and regulatory
licenses, registrations and memberships required by law
and have made all filings necessary in order for the General
Partner and the Partnership to perform their obligations
under this Agreement and conduct their business as
described in the Registration Statement and Prospectus,
except for such licenses, memberships, filings, and
registrations, the absence of which would not have a
material adverse effect on the ability of the Partnership or
the General Partner to act as described in the Registration
Statement and Prospectus, or to perform their obligations
under this Agreement, and, to the best of such counsel's
knowledge, after due investigation, none of such licenses
and memberships or registrations have been rescinded,
revoked or suspended.
<page>
(D)	This Agreement has been duly authorized,
executed, and delivered by or on behalf of the General
Partner and the Partnership, and constitutes a legal, valid,
and binding agreement of the General Partner and the
Partnership, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, receivership or
other laws relating to or affecting creditors' rights
generally, and to general principals of equity (regardless of
whether enforcement is sought in a proceeding at law or in
equity), and except as enforcement of rights with respect to
indemnification and contribution obligations and provisions
may be limited by applicable law or considerations of
public policy.
(E)	The execution and delivery by the General
Partner and the Partnership of this Agreement, and the
performance by the General Partner and the Partnership of
their obligations herein (a) will not require any
governmental approval to be obtained on the part of the
General Partner and the Partnership, except those that have
been obtained and, to such counsel's knowledge, are in
effect, (b) will not result in a violation of any provision of
the General Partner's certificate of incorporation or bylaws,
the Partnership's Certificate of Limited Partnership, or the
Limited Partnership Agreement or any applicable laws
applicable to the General Partner and the Partnership, and
(c) will not breach or result in a violation of, or default
under, (i) any instrument or agreement known to such
counsel which the General Partner and the Partnership is
bound or to which any of the property or assets of the
General Partner and the Partnership is subject, or (ii) any
judgment, decree or order known to such counsel which is
applicable to the General Partner and the Partnership and,
pursuant to any applicable laws, is issued by any
governmental authority having jurisdiction over the
General Partner and the Partnership having jurisdiction
over the General Partner and the Partnership or their
properties.



<page>
(F)	To such counsel's knowledge, based upon due
inquiry of certain officers of the General Partner, except as
disclosed in the Prospectus, there are no actions, suits or
proceedings at law or in equity pending or threatened
against the General Partner and the Partnership before or by
any court, governmental body, administrative agency, panel
or self-regulatory organization, nor have there been any
such actions, suits or proceedings within the five years
preceding the date of the Prospectus against the General
Partner or the Partnership, which are required to be
disclosed in the Registration Statement or Prospectus.
(G)	The Registration Statement is effective under
the Securities Act and, to the best of such counsel's
knowledge, no proceedings for a stop order are pending or
threatened under Section 8(d) of the Securities Act or any
similar state securities laws.















<page>
(H)	At the time the Registration Statement became
effective, the Registration Statement, and at the time the
Prospectus was issued and as of the closing, the Prospectus,
complied as to form in all material respects with the
requirements of the Securities Act, the Securities
Regulations, the CEAct and the regulations of the NFA and
NASD.  Nothing has come to such counsel's attention that
would lead them to believe that the Registration Statement
at the time it became effective contained any untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus at
the time it was issued or at the closing contained an untrue
statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they where made, not
misleading; provided, however, that Cadwalader,
Wickersham & Taft need express no opinion or belief (a) as
to information in the Registration Statement or the
Prospectus regarding any Trading Advisor or its principals,
or (b) as to the financial statements, notes thereto and other
financial or statistical data set forth in the Registration
Statement and Prospectus, or (c) as to the performance data
and notes or descriptions thereto set forth in the
Registration Statement and Prospectus.
(I)	Based upon reliance on certain SEC "no-action"
letters, as of the closing, the Partnership need not register as
an "investment company" under the Investment Company
Act of 1940, as amended.
In rendering its opinion, such counsel may rely on
information obtained from public officials, officers of the General Partner
and other sources believed by it to be responsible and may assume that
signatures on all documents examined by it are genuine, and that a
Subscription and Exchange Agreement and Power of Attorney in the form
attached to the Prospectus has been duly authorized, completed, dated,
executed, and delivered and funds representing the full subscription price
for the Units purchased have been delivered by each purchaser of Units in
accordance with the requirements set forth in the Prospectus.


<page>
18.	Inconsistent Filings.
The Trading Advisor agrees not to file, participate in the
filing of, or publish any description of the Trading Advisor, or of its
respective principals 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.
19.	Disclosure Document.
During the term of this Agreement, the Trading Advisor
shall furnish to the General Partner promptly copies of all disclosure
documents filed with the CFTC or NFA by the Trading Advisor.  The
General Partner acknowledges receipt of the Trading Advisor's disclosure
document dated March 14, 2000.
20.	Notices.
All notices required to be delivered under this Agreement
shall be in writing and shall be effective when delivered personally or by
telecopy on the day delivered, or when given by registered or certified
mail, postage prepaid, return receipt requested on the day actually
received, addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):
if to the Partnership:

Morgan Stanley Dean Witter Charter DWFCM L.P.
c/o Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, New York 10048
Attn: Robert E. Murray
if to the General Partner:

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

<page>
if to the Trading Advisor:

Dean Witter Futures & Currency Management Inc.
Two World Trade Center
62nd Floor
New York, New York 10048
Attn:  Robert E. Murray
21.	Survival.
The provisions of this Agreement shall survive the
termination of this Agreement with respect to any matter arising while this
Agreement was in effect.
22.	Governing Law.
This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.  If any action or
proceeding shall be brought by a party to this Agreement to enforce any
right or remedy under this Agreement, each party hereto hereby consents
and will submit to the jurisdiction of the courts of the State of New York
or any federal court sitting in the County, City and State of New York.
Any action or proceeding brought by any party to this Agreement to
enforce any right, assert any claim or obtain any relief whatsoever in
connection with this Agreement shall be brought by such party exclusively
in the courts of the State of New York or any Federal court sitting in the
County, City and State of New York.
23.	Remedies.
In any action or proceeding arising out of any of the
provisions of this Agreement, the Trading Advisor agrees not to seek any
prejudgment equitable or ancillary relief.  The Trading Advisor agrees that
its sole remedy in any such action or proceeding shall be to seek actual
monetary damages for any breach of this Agreement.
24.	Headings.
Headings to sections herein are for the convenience of the
parties only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.


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25.	Counterparts.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same agreement.
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 DEAN
WITTER
CHARTER DWFCM LP
By: Demeter Management
Corporation,
General Partner
By:	   /s/ Robert E. Murray
     Robert E. Murray,
President
DEMETER
MANAGEMENT
CORPORATION
By:	   /s/ Robert E. Murray
     Robert E. Murray,
President
DEAN WITTER FUTURES
& CURRENCY
MANAGEMENT INC.
By:	   /s/ Robert E. Murray
   Robert E. Murray,
President and Chairman