Managed Futures Premier Graham L.P. – IPO: ‘S-1’ on 7/29/98

As of:  Wednesday, 7/29/98   ·   Accession #:  890163-98-138   ·   File #:  333-60115

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                155    972K 
 2: EX-1        Selling Agreement                                     46    139K 
 3: EX-3        Certificate of Limited Partnership                     2      6K 
 4: EX-5        Opinion re: Legality                                   3      9K 
 5: EX-8        Opinion re: Tax Matters                                3      9K 
 6: EX-10       Material Contracts                                   100    341K 
 7: EX-23       Consent                                                2      6K 

S-1   —   Registration Statement (General Form)
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998 

                                               REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------
MORGAN STANLEY DEAN WITTER
CHARTER GRAHAM L.P. 

(Exact name of registrant as specified in charter document) 

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       DELAWARE                     6799                 [TO BE PROVIDED]   
(State of Organization  (Primary Standard Industrial      (IRS Employer     
     of Issuer)         Classification Code Number)   Identification Number)

------------------------
Two World Trade Center, 62nd Floor
New York, New York 10048
(212) 392-8899
(Address, including zip code and telephone number, including area code, 
of registrant's principal executive offices)

Mark J. Hawley
DEMETER MANAGEMENT CORPORATION
Two World Trade Center, 62nd Floor
New York, New York 10048
(212) 392-8899
(Name, address, including zip code, and telephone number, 
including area code, of agent for service)
------------------------
COPIES OF COMMUNICATIONS TO:

                                                                [Download Table]
                                                                                
      Edwin L. Lyon, Esq.                           Michael T. Gregg, Esq.      
 Cadwalader, Wickersham & Taft                     Dean Witter Reynolds Inc.    
1333 New Hampshire Avenue, N.W.               Two World Trade Center, 66th Floor
    Washington, D.C. 20036                         New York, New York 10048     
        (202) 862-2200                                  (212) 392-5530          

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. 
------------------------
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933 check the following box. /X/                                               
 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. / /                     
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /                                             
------------------------
  The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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CALCULATION OF REGISTRATION FEE                                                                              
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                                                                                PROPOSED                     
                                                               INITIAL           MAXIMUM         AMOUNT OF   
         TITLE OF EACH CLASS OF             AMOUNT TO      OFFERING PRICE       AGGREGATE       REGISTRATION 
      SECURITIES BEING REGISTERED         BE REGISTERED       PER UNIT       OFFERING PRICE         FEE      
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Units of Limited Partnership                3,000,000                                                        
  Interest..............................      Units            $10.00          $30,000,000       $8,850.00   
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------

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MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.

CROSS REFERENCE SHEET 

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ITEM                                                                        LOCATION IN                
NO.                     REGISTRATION ITEM                                    PROSPECTUS                
----  -----------------------------------------------------  ------------------------------------------
                                                                                                       
 1.   Forepart of the Registration Statement and Outside                                               
        Front Cover Page of Prospectus.....................  Facing Page; Front Cover Pages.           
 2.   Inside Front and Outside Back Cover Pages of                                                     
        Prospectus.........................................  Inside Front Cover Page; Table of         
                                                             Contents.                                 
 3.   Summary Information, Risk Factors, and Ratio of                                                  
        Earnings to Fixed Charges..........................  Summary of the Prospectus; Risk Factors;  
                                                               Description of Charges; Investment      
                                                               Programs, Use of Proceeds and Trading   
                                                               Policies; The General Partner; The      
                                                               Commodity Brokers.                      
 4.   Use of Proceeds......................................  Investment Programs, Use of Proceeds and  
                                                               Trading Policies.                       
 5.   Determination of Offering Price......................  Plan of Distribution.                     
 6.   Dilution.............................................  Not Applicable.                           
 7.   Selling Security Holders.............................  Not Applicable.                           
 8.   Plan of Distribution.................................  Plan of Distribution.                     
 9.   Description of Securities to be Registered...........  The Limited Partnership Agreement.        
10.   Interests of Named Experts and Counsel...............  Not Applicable.                           
11.   Information with Respect to the Registrant                                                       
      (a)  Description of Business.........................  Summary of the Prospectus; Risk Factors;  
                                                               Investment Programs, Use of Proceeds and
                                                               Trading Policies; General Description of
                                                               Trading Approaches; The Trading         
                                                               Advisors; The Futures, Options and      
                                                               Forwards Markets; The Limited           
                                                               Partnership Agreements.                 
      (b) Description of Property..........................  Not Applicable.                           
      (c) Legal Proceedings................................  Certain Litigation; The Trading Advisor.  
      (d) Market Price of and Dividends on the Registrant's                                            
          Common Equity and Related Stockholder Matters....  Risk Factors.                             
      (e) Financial Statements.............................  Independent Auditors' Reports.            
      (f) Selected Financial Data..........................  Selected Financial Data.                  
      (g) Supplementary Financial Information..............  Selected Financial Data.                  
      (h) Management's Discussion and Analysis of Financial                                            
          Condition and Results of Operations..............  Not applicable.                           
      (i) Changes in and Disagreements with Accountants on                                             
          Accounting and Financial Disclosure..............  Not Applicable.                           
      (j) Directors and Executive Officers.................  The General Partner.                      
      (k) Executive Compensation...........................  Summary of the Prospectus; Conflicts of   
                                                               Interest; Fiduciary Responsibility;     
                                                               Description of Charges; Risk Factors;   
                                                               The Trading Advisors; The General       
                                                               Partner; The Commodity Brokers.         
      (l) Security Ownership of Certain Beneficial Owners                                              
          and Management...................................  Capitalization; The General Partner;      
                                                               Independent Auditors' Reports.          
      (m) Certain Relationships and Related Transactions...  Summary of the Prospectus; Conflicts of   
                                                               Interest; Fiduciary Responsibility;     
                                                               Description of Charges; Risk Factors;   
                                                               The Trading Advisors; The General       
                                                               Partner; The Commodity Brokers.         
12.   Disclosure of Commission Position on Indemnification                                             
        for Securities Act Liabilities.....................  Fiduciary Responsibility.                 

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EXPLANATORY STATEMENT 

     The Prospectus contained in this Registration Statement relates not only to
3,000,000 Units of Limited Partnership Interest of Morgan Stanley Dean Witter   
Charter Graham L.P. covered by this Registration Statement, but to (i) the      
3,000,000 Units of Limited Partnership Interest of Morgan Stanley Dean Witter   
Charter Millburn L.P. and (ii) the 3,000,000 Units of Limited Partnership       
Interest of Morgan Stanley Dean Witter Charter Welton L.P., each covered by a   
separate Registration Statement on Form S-1 filed simultaneously herewith.      

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES 
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR  
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH          
STATE.                                                                          

SUBJECT TO COMPLETION: DATED JULY 29, 1998
MORGAN STANLEY DEAN WITTER CHARTER SERIES 
MINIMUM OF 400,000 UNITS OF MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
MINIMUM OF 400,000 UNITS OF MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
MINIMUM OF 400,000 UNITS OF MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
------------------------
The Morgan Stanley Dean Witter Charter Series (the "Charter Series")    
consists of three single-advisor commodity pool limited partnerships formed     
under the laws of the State of Delaware and engaged primarily in the speculative
trading of futures and forward contracts, options on futures contracts and on   
physical commodities, and other commodity interests, including foreign          
currencies, financial instruments, precious and industrial metals, energy       
products, and agriculturals, as more fully described herein (hereinafter        
referred to collectively as "futures interests"). The three partnerships that   
comprise the Charter Series are 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") (individually, a "Partnership," and collectively, the "Partnerships"). 
Demeter Management Corporation is the general partner of each Partnership (the  
"General Partner"). Dean Witter Reynolds Inc. ("DWR") is the selling agent and  
non-clearing commodity broker for the Partnerships. DWR has appointed Morgan    
Stanley & Co. Incorporated ("MS & Co.") as an additional selling agent for the  
Partnerships. In the future, the Charter Series may be expanded to include      
additional limited partnerships.                                                
 The assets of each Partnership are separately maintained and managed, and
the units of limited partnership interest ("Units") of each Partnership are     
separately offered. New subscribers generally are required to invest a minimum  
of $20,000 in the Charter Series, and they may allocate their investment among  
any one or more of the Partnerships. The minimum investment in any one          
Partnership, however, is $5,000. The minimum subscription for subscribers who   
already own Units in a given Partnership and desire to make additional          
investments in such Partnership is $1,000. See "Investment Requirements."       

THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK. THESE       
SECURITIES ARE SUITABLE FOR INVESTMENT ONLY BY A PERSON WHO CAN AFFORD TO LOSE  
HIS ENTIRE INVESTMENT. SEE "SUMMARY OF THE PROSPECTUS--INVESTMENT REQUIREMENTS" 
(PAGE 1), "RISK FACTORS" (PAGE 12), AND "CONFLICTS OF INTEREST" (PAGE 19).      

   An investment in the Partnerships involves significant risks, including the
following:                                                                      
* Futures interests trading is speculative and volatile. Such volatility
could result in an investor losing all or a substantial part of his 
investment.                                                         
    * Each Partnership is subject to substantial charges by its Trading Advisor,
     the General Partner, and DWR. Each Partnership must earn estimated annual
    net trading profits (after taking into account estimated interest income
    based upon current rates of 5%) of 4.2% of its average annual Net Assets
    (as defined herein) in order to offset Partnership expenses, and 6.2% to
 offset Partnership expenses and the 2% redemption charge if Units are
    redeemed at the end of the first twelve months after they are purchased.
  * No secondary market for Units exists. Units may be redeemed monthly only
after the end of the sixth month following the closing at which an  
 investor first became a Limited Partner in the Charter Series. A Unit
    redeemed at or prior to the twenty-fourth month following the closing at
    which such Unit was issued may be subject to redemption charges. Certain
    market conditions may result in possible delays in, or inability to pay,
redemptions.                                                        
 * Conflicts of interest exist that may adversely affect the Partnerships,
including the facts that DWR, MS & Co., and the General Partner are 
affiliates, fees to DWR have not been negotiated in arm's-length    
 transactions, and DWR employees and additional sellers will receive a
     portion of the brokerage fees paid by the Partnerships. See "Conflicts of
Interest."                                                          
* A Partnership will not be profitable unless its Trading Advisor is    
successful with its trading program(s). Past performance is not     
necessarily indicative of future results.                           
* While the General Partner does not intend to make any distributions,  
     profits earned by a Partnership in any year will result in taxable income
to investors.                                                       

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF      
PARTICIPATING IN ANY ONE OF THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE  
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.                               

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                                          INITIAL PRICE                                           
                                                TO                                                
                                               THE             SELLING       PROCEEDS TO THE      
                                           PUBLIC(1)(2)      COMMISSIONS     PARTNERSHIPS(1)(2)(3)
--------------------------------------------------------------------------------------------      
--------------------------------------------------------------------------------------------      
                                                                                                  
Per Unit................................      $10.00          (1)(2)(3)          $10.00           
--------------------------------------------------------------------------------------------      
Charter Graham                                                                                    
  Total Minimum of 400,000 Units........    $4,000,000        (1)(2)(3)        $4,000,000         
  Total Maximum of 3,000,000 Units......   $30,000,000                         $30,000,000        
--------------------------------------------------------------------------------------------      
Charter Millburn                                                                                  
  Total Minimum of 400,000 Units........    $4,000,000        (1)(2)(3)        $4,000,000         
  Total Maximum of 3,000,000 Units......   $30,000,000                         $30,000,000        
--------------------------------------------------------------------------------------------      
Charter Welton                                                                                    
  Total Minimum of 400,000 Units........    $4,000,000        (1)(2)(3)        $4,000,000         
  Total Maximum of 3,000,000 Units......   $30,000,000                         $30,000,000        
--------------------------------------------------------------------------------------------      
Cover page continued and notes to the                                                             
  above table on Page i                                                                           

MORGAN STANLEY DEAN WITTER
DEAN WITTER REYNOLDS INC. 
THE DATE OF THIS PROSPECTUS  * , 1998.

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COVER PAGE CONTINUED:                                                           

The Partnerships are not mutual funds or any other type of investment 
company within the meaning of the Investment Company Act of 1940, as amended,   
and are not subject to regulation thereunder.                                   

Units of each Partnership are being offered initially (the "Initial   
Offering") at $10 per Unit, for issuance at an initial closing (the "Initial    
Closing"), which is currently scheduled to be held on October 31, 1998, but in  
no event later than March 12, 1999 (the period from the date of this Prospectus 
through November 30, 1998 is referred to as the "Initial Offering Period"). The 
Initial Closing may be held at any time during the Initial Offering Period.     
Units that remain unsold following the Initial Closing will be available for    
sale in the Partnerships' continuing offering of Units (the "Continuing         
Offering"). Because each Partnership may register additional Units for sale,    
there is no maximum aggregate amount of contributions that may be received by   
any Partnership. During the Continuing Offering, Units of each Partnership will 
be offered for sale at monthly closings to be held as of the last day of each   
month (each, a "Monthly Closing"; any Monthly Closing or the Initial Closing, a 
"Closing") at a purchase price equal to 100% of the Net Asset Value per Unit of 
such Partnership. An amount equal to 100% of the Net Asset Value of each Unit   
sold at a Monthly Closing will be delivered to the Partnership which sold the   
Unit.                                                                           

   Subject to certain limitations, the Partnerships will allow their Limited
Partners to shift their investments among the Partnerships by permitting a      
Limited Partner to redeem Units in a Partnership and, with the proceeds of such 
redemption, purchase Units of one or more other Partnerships at a price equal to
the Net Asset Value (assets less liabilities, divided by number of Units)       
thereof (a "Series Exchange"). See "Exchange Privilege."                        
------------------------

NOTES TO TABLE ON FRONT COVER PAGE:                                             

(1) The minimum initial subscription for most subscribers is $20,000. The       
   $20,000 minimum subscription may be satisfied by purchasing Units of one or
more Partnerships, except that the minimum subscription for any one     
   Partnership is $5,000. The minimum subscription per Partnership for Limited
Partners that already own Units in a Partnership and desire to make     
additional investments in such Partnership is $1,000.                   

   No underwriting compensation or selling commissions will be paid out of the
    proceeds of any Closing. However, except as provided below, employees of DWR
will receive from DWR (payable solely from its own funds) a gross sales 
credit equal to 4% of the Net Asset Value per Unit as of the applicable 
Closing for each Unit sold by them and issued at such Closing, and/or a 
  gross sales credit of up to 71% of the brokerage fees attributable to each
   outstanding Unit sold by them and received by DWR from the Partnership each
   month, which credit will continue until such Partnership terminates or such
   Unit is redeemed (whichever comes first). In either case an employee of DWR
will qualify for the continuing compensation only if he is properly     
  registered with the Commodity Futures Trading Commission ("CFTC") and is a
member of the National Futures Association ("NFA"), and has passed the  
 Series 3 or Series 31 examination or was "grandfathered" as an associated
person. Such continuing compensation is to be paid in recognition of the
    employee's continuing services to the Limited Partners. For a description of
the terms and conditions applicable to such gross sales credits and the 
continuing services to be rendered by DWR employees, see "Plan of       
    Distribution." The Selling Agreement among DWR and the Partnerships provides
   that such compensation may only be paid by DWR as long as such services are
provided. Such continuing compensation paid by DWR may be deemed to be  
underwriting compensation. No person will receive the continuing        
compensation described above who is not a DWR employee at the time of   
receipt of payment.                                                     

DWR will not pay to its employees the 4% initial gross sales credit     
described above with respect to Units purchased pursuant to a Series    
Exchange or purchased by an eligible subscriber with the proceeds of a  
 redemption of all or a portion of such subscriber's interest in any other
  commodity pool for which the General Partner serves as the general partner
and commodity pool operator (a "Non-Series Exchange"). In order to be   
 eligible to purchase Units pursuant to a Non-Series Exchange, an investor
    must purchase Units with the proceeds of a redemption from another commodity
pool for which the General Partner serves as the general partner and    
  commodity pool operator on the date of the Monthly Closing as of which the
   redemption from such other commodity pool becomes effective. Such employees
will, however, receive continuing gross sales credits with respect to   
brokerage fees received by DWR from a Partnership. See "Plan of         
Distribution."                                                          

  DWR has appointed MS & Co. as its agent to make offers and sales of Units.
  DWR, with the approval of the General Partner, may also appoint additional
selling agents (MS & Co. and any such selling agent, an                 

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"Additional Seller"), provided such Additional Seller is a member of the
   National Association of Securities Dealers, Inc. ("NASD") or, under certain
   conditions, a foreign person as described under "Plan of Distribution." DWR
    may compensate any Additional Seller for each Unit sold by it by paying such
  Additional Seller a selling commission, payable by DWR solely from its own
funds, not to exceed 4% of the Net Asset Value of such Unit. Additional 
    Sellers who are properly registered with the CFTC and are members of the NFA
  also may receive from DWR, payable solely from DWR's own funds, continuing
compensation for providing to Limited Partners the continuing services  
    referred to above. Such continuing compensation may be up to 35% annually of
    the brokerage fees attributable to outstanding Units sold by such Additional
    Sellers and received by DWR as commodity broker for each Partnership (except
MS & Co., which will be compensated at the same rate as DWR employees). 
   Additional Sellers may pay all or a portion of such continuing compensation
 to their employees who have sold Units and provide continuing services to
    Limited Partners if such employees are properly registered with the CFTC and
are members of the NFA. Such continuing compensation may be deemed to be
underwriting compensation. See "Plan of Distribution."                  

 No part of the compensation described above will be paid by a Partnership
and, accordingly, Net Assets will not be reduced as a result of such    
compensation. DWR has agreed to indemnify any Additional Seller against 
    certain civil liabilities, including liabilities under the Securities Act of
1933, as amended. DWR will be indemnified by each Partnership against   
certain civil liabilities.                                              

(2) Subscriptions received during the Initial Offering Period and not           
 immediately rejected by the General Partner will be held in escrow by The
 Chase Manhattan Bank, New York, New York (the "Escrow Agent"), until such
   subscriptions are either accepted or rejected by the General Partner or the
  Initial Offering Period is concluded. The funds will be invested solely in
  the Escrow Agent's interest-bearing money market account. Interest will be
   earned on subscription funds from the day of deposit of such funds with the
  Escrow Agent to the day that such funds are either accepted or rejected by
the General Partner; such interest will be credited to the subscribers' 
 customer accounts with DWR. If 400,000 or more Units of a Partnership are
 subscribed for at or prior to the end of the Initial Offering Period, the
   Initial Closing for such Partnership shall be held, and the proceeds of the
offering of such Units will be contributed to that Partnership. If fewer
than 400,000 Units of a Partnership have been subscribed for at the     
termination of the Initial Offering Period, the subscriptions for that  
   Partnership will be promptly credited to each subscriber's customer account
   with DWR within five business days following the termination of the Initial
Offering Period, together with any interest earned on such subscriber's 
 escrowed funds. It is contemplated that only one Initial Closing shall be
   held for the Partnerships, and it is not a condition of the Initial Closing
that all three Partnerships sell the minimum number of Units.           

 Subscriptions received during the Continuing Offering and not immediately
   rejected by the General Partner will be held in escrow by the Escrow Agent,
and invested solely in the Escrow Agent's interest-bearing money market 
account. Interest will be earned on subscription funds from the day of  
  deposit of such funds with the Escrow Agent to the day that such funds are
either accepted or rejected by the General Partner. Any subscription    
received by DWR during the last five business days of a month and not   
   rejected may be held in escrow until the second Monthly Closing immediately
  following receipt of such subscription. The General Partner will determine
   whether to accept or reject a subscription generally within ten days of the
  receipt of a complete and executed Subscription and Exchange Agreement and
Power of Attorney. See "Plan of Distribution."                          

(3) DWR will pay all of the costs incurred in connection with the organization  
  of the Partnerships and the Initial Offering of Units by the Partnerships,
  estimated to be approximately $1,000,000 in the aggregate. Pursuant to the
  Selling Agreement among DWR, the General Partner and the Partnerships, DWR
 also will pay all of the costs incurred in connection with the Continuing
Offering. Such costs will include legal, accounting, and auditing fees, 
   printing costs, filing fees, escrow fees, marketing costs and expenses, and
 other related expenses incurred in connection with the offering of Units.
The Partnerships will not reimburse DWR for any such organizational and 
    offering costs, and while DWR may recoup such costs from brokerage fees paid
   by the Partnerships, the Partnerships will not be liable for any such costs
    at any time. Investments by subscribers are not subject to any upfront fees,
   commissions or expenses and, therefore, 100% of the proceeds of the Initial
  Offering and Continuing Offering shall be available for investment in each
Partnership. The number of Units sold of each Partnership will have no  
effect on the Net Asset Value per Unit of such Partnership.             
------------------------

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE MATTERS  
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR                    

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REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS          
PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION IN
WHICH SUCH OFFER IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS 
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL.  
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION     
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF ITS ISSUE. 

UNTIL 90 DAYS FROM THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING 
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS 
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO   
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS   
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.                   
------------------------

   The Partnerships will be subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith will file reports,  
proxy statements and other information with the Securities and Exchange         
Commission (the "SEC"). These reports, proxy statements and other information   
can be inspected and copied at the public reference facilities maintained by the
SEC at the SEC's office at 450 Fifth Street, N.W., Room 1024, Washington, D.C.  
20549, and at its regional offices located at 7 World Trade Center, Suite 1300, 
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,      
Illinois 60661. Copies of such material can be obtained from the Public         
Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024, Washington,  
D.C. 20549, and at the regional offices described above at prescribed rates. The
SEC maintains a World Wide Web site containing reports, proxy and information   
statements, and other information regarding registrants that file electronically
with the SEC. The address of such Web site is: http://www.sec.gov.              

     The Partnerships have filed with the SEC, in Washington, D.C., Registration
Statements on Form S-1 under the Securities Act of 1933, as amended, with       
respect to the Units offered hereby. This Prospectus does not contain all the   
information included in such Registration Statements, certain items of which    
were omitted in accordance with the Rules and Regulations of the SEC. For       
further information about the Partnerships and the Units offered hereby,        
reference is made to the Registration Statements and the exhibits thereto.      

The Partnerships must furnish all Limited Partners annual and monthly 
reports complying with CFTC requirements. The annual reports will contain       
audited, and the monthly reports unaudited, financial information. The audited  
financial statements will be examined and reported upon by independent certified
public accountants.                                                             

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RISK DISCLOSURE STATEMENT 

    YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT       
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.  
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF A POOL AND        
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN A POOL. IN ADDITION, RESTRICTIONS ON 
REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN A POOL.   

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR    
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID  
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A    
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO EACH POOL BEGINNING AT    
PAGE 22 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT  
IS TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 25.                

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS  
NECESSARY TO EVALUATE YOUR PARTICIPATION IN EACH COMMODITY POOL. THEREFORE,     
BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD    
CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE        
PRINCIPAL RISK FACTORS OF THIS INVESTMENT BEGINNING AT PAGE 12.                 

     YOU SHOULD ALSO BE AWARE THAT EACH COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO  
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO EACH POOL AND     
THEIR PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE 
TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN  
NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR EACH POOL MAY BE         
EFFECTED.                                                                       

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TABLE OF CONTENTS 

                                                                            PAGE

                                                                            PAGE

                                                                [Download Table]
                                                               
Risk Disclosure Statement..............................      iv

Summary of the Prospectus..............................       1

  Investment Requirements..............................       1

  Additional Information...............................       2

  The Morgan Stanley Dean Witter Charter Series........       2

  The General Partner..................................       3

  The Commodity Brokers................................       4

  Risk Factors.........................................       4

    Risks Relating to Futures Interests Trading........       4

    Risks Relating to the Partnerships and the Offering        
      of Units.........................................       4

    Risks Relating to the Trading Advisors.............       5

    Taxation and Regulalory Risks......................       5

  Conflicts of Interest................................       5

  Description of Charges...............................       5

    Charges to Each Partnership........................       5

    Redemption Charges to Limited Partners.............       6

  Exchange Privilege...................................       7

  Redemption of Units..................................       7

  Distributions........................................       8

  Transferability of Units.............................       8

  The Offering.........................................       8

    Securities Offered.................................       8

    Subscription Procedure.............................       8

    Plan of Distribution...............................       9

    No Selling Commissions or Charges for                      
      Organizational or Offering Expenses..............       9

    Suitability Standards..............................      10

  Use of Proceeds......................................      10

  Interest on Partnership Assets.......................      10

  Tax Considerations...................................      10

Risk Factors...........................................      12

  Risks Relating to Futures Interests Trading and the          
    Futures Interests Markets..........................      12

    Futures Interests Trading is Speculative and               
    Volatile...........................................      12

    Futures Interests Trading is Highly Leveraged......      12

    Futures Interests Trading May Be Illiquid..........      12

    Special Risks Associated with Forward Trading......      13

    Special Risks Associated with Trading on Foreign           
      Exchanges........................................      13

    Special Risks Associated with Trading of Futures           
      Options..........................................      13

    The Partnerships Have Credit Risk to the Commodity         
      Brokers..........................................      14

    Possible Effects of Speculative Position Limits....      14

  Risks Relating to the Partnerships and the Offering          
    of Units...........................................      14

    Substantial Charges to Each Partnership............      14

    Restricted Investment Liquidity in the Units.......      14
    Conflicts of Interest in Each Partnership's                
    Structure..........................................      15
    Limited Partners Will Not Participate in                   
    Management.........................................      15
    Reliance on the General Partner....................      15
    No Assurance That Units Will Be Sold...............      15
    Special Characteristics of Start-up Period.........      15
    No Operating History of the Partnerships...........      15
    Certain Litigation.................................      16
  Risks Relating to the Trading Advisors...............      16
    Reliance on the Trading Advisor to Trade                   
      Successfully.....................................      16
    Past Performance Not Necessarily Indicative of             
      Future Results...................................      16
    Market Factors May Adversely Influence the Trading         
      Programs.........................................      16
    Possible Consequence of Increasing Assets Managed          
      by a Trading Advisor.............................      16
    Limited Term of Management Agreements May Limit            
      Access to the Trading Advisors...................      16
    Possible Adverse Consequences of Changing a Trading        
      Advisor or its Trading Program...................      17
    Trading Decisions Based on a Technical Trading             
      Approach May Not Perform Under Certain Market            
      Conditions.......................................      17
  Taxation and Regulatory Risks........................      17
    Partner's Tax Liability May Exceed Distributions...      17
    Possible Limitation on Deduction of Certain                
      Expenses.........................................      17
    Redemption of Units May Produce Negative Tax               
      Consequences.....................................      18
    Tax Laws are Subject to Change.....................      18
    Deductibility of Passive Losses May Be Limited.....      18
    Possibility of Tax Audit...........................      18
    Absence of Regulations Applicable to Securities            
      Mutual Funds and Their Advisers..................      18
Conflicts of Interest..................................      19
  Relationship of the General Partner to DWR as                
    Commodity Broker...................................      19
  Accounts of Affiliates of the General Partner, the           
    Trading Advisors, and the Commodity Brokers........      20
  Management of Other Accounts by the Trading                  
    Advisors...........................................      20
  Customer Agreements with the Commodity Brokers.......      20
  Other Commodity Pools................................      21
Fiduciary Responsibility...............................      21
Description of Charges.................................      22
  Charges to Each Partnership..........................      22
    1. Trading Advisors................................      22
    2. Commodity Brokers...............................      24
    3. Extraordinary Expenses..........................      24
    4. Expense Limitations.............................      24
  Redemption Charges to Limited Partners...............      25
  Break-Even Analysis..................................      25

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                                            PAGE

                                                                [Download Table]
                                                               
Investment Programs, Use of Proceeds and Trading               
  Policies.............................................      27
  Investment Programs of each Charter Series                   
    Partnership........................................      28
  Morgan Stanley Dean Witter Charter Graham L.P........      28
  Morgan Stanley Dean Witter Charter Millburn L.P......      28
  Morgan Stanley Dean Witter Charter Welton L.P........      29
  Additional Partnerships..............................      29
  Trading Policies.....................................      29
Capitalization.........................................      30
The General Partner....................................      31
  Directors and Officers of the General Partner........      32
  Description and Performance Information of Commodity         
    Pools Operated by the General Partner..............      33
The Trading Advisors...................................      37
  Introduction.........................................      37
  General Description of Trading Approaches............      37
    Systematic and Discretionary.......................      37
    Technical and Fundamental Analysis.................      37
    Trend-Following....................................      38
    Risk Control Techniques............................      38
  The Trading Advisors.................................      38
    Morgan Stanley Dean Witter Charter Graham L.P......      39
    Morgan Stanley Dean Witter Charter Millburn L.P....      46
    Morgan Stanley Dean Witter Charter Welton L.P......      55
The Management Agreements..............................      64
  Term.................................................      64
  Liability and Indemnification........................      64
  Obligations to a Partnership.........................      64
Exchange Privilege.....................................      64
Redemptions............................................      65
The Commodity Brokers..................................      66
  Description of the Commodity Brokers.................      66
  Brokerage Arrangements...............................      67
Certain Litigation.....................................      67
The Futures, Options and Forwards Markets..............      68
  Futures Contracts....................................      68
  Forward Contracts....................................      69
  Options on Futures...................................      69
  Hedgers and Speculators..............................      70
  Commodity Exchanges..................................      70
  Speculative Position Limits..........................      70
  Daily Limits.........................................      71
  Regulations..........................................      71
  Margins..............................................      72
The Limited Partnership Agreements.....................      73
  Nature of the Partnerships...........................      73
  Management of Partnership Affairs....................      73
  Sharing of Profits and Losses........................      74
  Restrictions on Transfers or Assignments.............      74
  Amendments; Meetings.................................      74
  Indemnification......................................      75
  Reports to Limited Partners..........................      76
Plan of Distribution...................................      77
Subscription Procedure.................................      79
Purchases by Employee Benefit Plans--ERISA                     
  Considerations.......................................      81
Material Federal Income Tax Considerations.............      82
  Introduction.........................................      82
  Partnership Status...................................      82
  Partnership Taxation.................................      83
  Cash Distributions and Redemptions...................      83
  Gain or Loss on Trading Activity.....................      83
  Taxation of Limited Partners.........................      85
  Tax Audits...........................................      88
State and Local Income Tax Aspects.....................      89
Potential Advantages...................................      89
  Investment Diversification...........................      89
  Futures Interests Traded.............................      93
  Exchange Privilege...................................      94
  Diversified Professional Trading Management..........      94
  Limited Liability....................................      94
  Interest Income......................................      94
  Administrative Convenience...........................      94
Legal Matters..........................................      94
Experts................................................      95
Additional Information.................................      95
Glossary...............................................      95
  Certain Terms and Definitions........................      95
  Blue Sky Glossary....................................      97
Morgan Stanley Dean Witter Charter Graham L.P., Morgan         
  Stanley Dean Witter Charter Millburn L.P., and Morgan        
  Stanley Dean Witter Charter Welton L.P.                      
  Independent Auditors' Report.........................     F-1
  Statements of Financial Condition....................     F-2
  Notes to Statements of Financial Condition...........     F-5
Demeter Management Corporation                                 
  Independent Auditors' Report.........................     F-7
  Statements of Financial Condition....................     F-8
  Notes to Statements of Financial Condition...........     F-9
    (certain information relating to the financial             
    condition of Demeter Management Corporation's              
    parent is contained in "The General Partner")              
Exhibit A--Form of Limited Partnership Agreement.......     A-1
  Annex--Request for Redemption........................    A-21
Exhibit B--Specimen Form of Subscription and Exchange          
  Agreement and Power of Attorney......................     B-1

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SUMMARY OF THE PROSPECTUS 
THE DATE OF THIS PROSPECTUS IS *, 1998. 

           The following is a summary of this Prospectus. This
Prospectus contains more detailed information under the captions referred to    
below, and this summary is qualified in its entirety by the information         
appearing elsewhere herein.                                                     

INVESTMENT REQUIREMENTS 

               The minimum investment for most subscribers is $20,000,
except that, in the case of eligible subscribers who, pursuant to a Subscription
and Exchange Agreement and Power of Attorney (a "Subscription Agreement"),      
redeem units of limited partnership interest in any other commodity pool for    
which the General Partner serves as the general partner and commodity pool      
operator, and use the proceeds of such redemption to purchase Units of the      
Partnerships (each such purchase is hereinafter referred to as a "Non-Series    
Exchange"), the $20,000 minimum investment will be satisfied if the proceeds of 
the redemption of the units redeemed would have equaled at least $20,000 as of  
the last day of the month immediately preceding the Closing at which the Units  
are purchased, irrespective of whether the actual proceeds from such redemption 
are less than $20,000 when the units are redeemed. In order to be eligible to   
purchase Units pursuant to a Non-Series Exchange, an investor must purchase     
Units at the Closing held as of the date on which the redemption from the other 
commodity pool becomes effective. A subscription may be for Units of one        
Partnership, or may be divided among two or all three Partnerships, provided    
that the minimum subscription for any one Partnership is: (a) in the case of a  
cash purchase, $5,000, or (b) in the case of a Non-Series Exchange, the proceeds
from the redemption of (i) five units from commodity pools other than the       
Spectum Series or Morgan Stanley Tangible Asset Fund L.P. ("MSTAF"), (ii) 500   
units from one, or any combination, of the Spectrum Series, or (iii) 500 units  
from MSTAF. The minimum subscription per Partnership for subscribers who already
own Units in a Partnership and desire to make an additional investment in such  
Partnership is: (a) in the case of a cash purchase, $1,000, or (b) in the case  
of a Non-Series Exchange, the proceeds from the redemption of (i) one unit from 
commodity pools other than the Spectrum Series or MSTAF, (ii) 100 units from    
one, or any combination, of the Spectrum Series, or (iii) 100 units from MSTAF. 

                    Subscribers should be aware that there are minimum net worth
and/or annual income suitability standards that must be met in order to         
subscribe for Units. Each subscriber must represent and warrant in a            
Subscription Agreement that such subscriber has received this Prospectus and    
that such subscriber meets the applicable State minimum financial suitability   
standard set forth in the Subscription Agreement, and may be required to provide
additional information regarding the subscriber's background and investment     
history. DWR and its financial advisors, or the Additional Seller who sold the  
Units, have a duty to determine that this is a suitable investment for the      
subscriber.                                                                     

                Unless otherwise specified in the Subscription Agreement
under "State Suitability Requirements," a subscriber must have either: (a) a net
worth of at least $150,000 (exclusive of home, furnishings, and automobiles), or
(b) a net worth of at least $45,000 (exclusive of home, furnishings, and        
automobiles) and an annual income of at least $45,000. Certain jurisdictions    
impose more restrictive suitability requirements than those set forth above,    
including requirements for a higher net worth, a higher annual income, or both. 
A list of such jurisdictions and the restrictions imposed is included in the    
Subscription Agreement under the heading "State Suitability Requirements." A    
specimen form of the Subscription Agreement is annexed hereto as Exhibit B. A   
separate execution copy of the Subscription Agreement either accompanies this   
Prospectus or may be obtained, after delivery of this Prospectus, from a local  
DWR branch office.                                                              

         Subject to certain limited revocation rights (see
"Subscription Procedure"), all subscriptions for Units are irrevocable by       
subscribers, and the General Partner may, in its sole discretion, reject any    
subscription in whole or in part. There are significant restrictions on the     
ability of a Limited Partner to redeem Units, and although the Limited          
Partnership Agreement of each Partnership permits the transfer of Units subject 
to certain conditions, there is no public market for the Units and none is      
likely to develop. Therefore, a purchaser of Units must be able to bear the     
economic risks of an investment in a Partnership for a significant period of    
time. See "The Limited Partnership Agreements--Restrictions on Transfers or     
Assignments" and "Redemptions."                                                 

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ADDITIONAL INFORMATION

                    In addition to this Prospectus, a sales brochure and certain
other sales literature prepared by DWR may be delivered with this Prospectus or 
may be obtained from a DWR financial advisor or by writing to Dean Witter       
Reynolds Inc., Two World Trade Center, 62nd Floor, New York, New York, 10048.   
Following commencement of trading, the Partnerships' monthly reports prepared by
the General Partner will be delivered with this Prospectus.                     

THE MORGAN STANLEY DEAN WITTER CHARTER SERIES 

                   The Morgan Stanley Dean Witter Charter Series (the "Charter
Series ") consists of three Delaware limited partnerships, each formed to engage
primarily in the speculative trading of futures and forward contracts, options  
on futures contracts and on physical commodities, and other commodities         
interests, including foreign currencies, financial instruments, precious and    
industrial metals, energy products, and agriculturals (hereinafter referred to  
collectively as "futures interests"). The Charter Series consists 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") (individually, a "Partnership,"   
and collectively, the "Partnerships"). Each of the Partnerships was organized as
a limited partnership on July 15, 1998 under the Delaware Revised Uniform       
Limited Partnership Act (the "Partnership Act"). The offices of each Partnership
are located at Two World Trade Center, 62nd Floor, New York, New York 10048,    
telephone (212) 392-8899. The taxable year for each Partnership is the calendar 
year.                                                                           

                   A Partnership will terminate upon the first to occur of the
following: (a) December 31, 2035; (b) an election to terminate and dissolve the 
Partnership at a specified time by Limited Partners owning more than 50% of its 
outstanding Units; (c) the withdrawal, insolvency, bankruptcy, dissolution,     
liquidation or termination of the General Partner unless the Partnership's      
business is continued by a remaining or successor general partner; (d) the      
occurrence of any event which shall make it unlawful for the existence of the   
Partnership to be continued; (e) a decline in the Net Asset Value of a Unit as  
of the close of business (as determined by the General Partner) on any day to   
less than $2.50; (f) a decline in the Partnership's Net Assets as of the close  
of business (as determined by the General Partner) on any day to $250,000 or    
less; (g) a determination by the General Partner that the Partnership's Net     
Assets in relation to its operating expenses make it unreasonable or imprudent  
to continue the business of the Partnership; (h) a determination by the General 
Partner upon 120 days' notice to the Limited Partners to terminate the          
Partnership; or (i) a determination by the General Partner to terminate the     
Partnership following a Special Redemption Date. See "The Limited Partnership   
Agreements--Reports to Limited Partners" as to Special Redemption Dates.        

                    In the future, the Charter Series may be expanded to include
additional limited partnerships.                                                

            Each Partnership trades pursuant to trading programs
utilized by its trading advisor (each, a "Trading Advisor" or "Money Manager,"  
and collectively, the "Trading Advisors" or "Money Managers"), as described more
fully in "The Trading Advisors." Although the General Partner believes that each
Partnership offers its Limited Partners a different trading approach and,       
correspondingly, a different potential rate of return on their investment, all  
speculative trading of futures interests is inherently risky and there can be no
assurance that a Partnership can achieve a desired rate of return or effectively
reduce the risk arising from an investment in such Partnership.                 

Certain Summary Information for Morgan Stanley Dean Witter Charter Graham L.P.  

                                                        [Enlarge/Download Table]
                                                                                                    
Trading Advisor: Graham Capital Management, L.P.        Break-Even Information:                     

Partnership Net Assets initially allocated to:                    Percentage of estimated annual net
            Global Diversified Program:           100%          trading profits (after interest     
                                                                income) in order to offset          
                                                                Partnership expenses:     4.2%      

Global Diversified Program annual rates of return:                Percentage of estimated annual net
                                                                trading profits (after interest     
            1998 year-to-date return (5 months): 3.61%          income) in order to offset          
            1997 annual return:                  4.97%          Partnership expenses and the 2% re- 
            1996 annual return:                 14.14%          demption charge if Units are        
            1995 annual return:                 23.20%          redeemed during the first twelve    
            1994 annual return (6 months):     (3.73)%          months after they are purchased:6.2%

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See "Description of Charges -- Break-Even Analysis" for details regarding the   
above break-even information. The allocation of Net Assets to specific trading  
programs of the Trading Advisor is subject to change. See "The Trading Advisors 
-- Morgan Stanley Dean Witter Charter Graham L.P." for information regarding    
Graham Capital Management, L.P. and its trading programs.                       

Certain Summary Information for Morgan Stanley Dean Witter Charter Millburn L.P.

                                                        [Enlarge/Download Table]
                                                                                                    
Trading Advisor: Millburn Ridgefield Corporation        Break-Even Information:                     

Partnership Net Assets initially allocated to:                    Percentage of estimated annual net
            Diversified Portfolio:                100%          trading profits (after interest     
                                                                income) in order to offset          
                                                                Partnership expenses:     4.2%      

Diversified Portfolio annual rates of return:                     Percentage of estimated annual net
            1998 year-to-date return (5                         trading profits (after interest     
    months):                                   (2.63)%          income) in order to offset          
            1997 annual return:                 12.61%          Partnership expenses and the 2% re- 
            1996 annual return:                 17.33%          demption charge if Units are        
            1995 annual return:                 32.82%          redeemed during the first twelve    
            1994 annual return:                 11.78%          months after they are purchased:6.2%
            1993 annual return:                 10.90%                                              

See "Description of Charges -- Break-Even Analysis" for details regarding the   
above break-even information. The allocation of Net Assets to specific trading  
programs of the Trading Advisor is subject to change. See "The Trading Advisors 
-- Morgan Stanley Dean Witter Charter Millburn L.P." for information regarding  
Millburn Ridgefield Corporation and its trading programs.                       

Certain Summary Information for Morgan Stanley Dean Witter Charter Welton L.P.  

                                                        [Enlarge/Download Table]
                                                                                                    
Trading Advisor: Welton Investment Corporation          Break-Even Information:                     

Partnership Net Assets initially allocated to:                    Percentage of estimated annual net
            Diversified Portfolio:                100%          trading profits (after interest     
                                                                income) in order to offset          
                                                                Partnership expenses:     4.2%      

Diversified Portfolio annual rates of return:                     Percentage of estimated annual net
            1998 year-to-date return (5 months): 9.56%          trading profits (after interest     
            1997 annual return:                 23.62%          income) in order to offset          
            1996 annual return:                  7.17%          Partnership expenses and the 2% re- 
            1995 annual return:                 36.35%          demption charge if Units are        
            1994 annual return:                  2.38%          redeemed during the first twelve    
            1993 annual return:                 47.90%          months after they are purchased:6.2%

See "Description of Charges -- Break-Even Analysis" for details regarding the   
above break-even information. The allocation of Net Assets to specific trading  
programs of the Trading Advisor is subject to change. See "The Trading Advisors 
-- Morgan Stanley Dean Witter Charter Welton L.P." for information regarding    
Welton Investment Corporation and its trading programs.                         

THE GENERAL PARTNER 

               The general partner and commodity pool operator of each
Partnership is Demeter Management Corporation, a Delaware corporation ("Demeter"
or the "General Partner"). The General Partner is a wholly-owned subsidiary of  
Morgan Stanley Dean Witter & Co. ("MSDW"). See "Conflicts of Interest," "The    
General Partner" and "The Commodity Brokers." Although each Trading Advisor     
makes all trading decisions with respect to the Partnership for which it trades,
the General Partner may override the instructions of each Trading Advisor and   
make trading decisions under certain circumstances. See "The Management         
Agreements." The General Partner's main business office is located at Two World 
Trade Center, 62nd Floor, New York, New York 10048, Telephone (212) 392-5453.   
The General Partner is or has been the general partner and commodity pool       
operator                                                                        

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of 33 commodity pools, seven of which have terminated. The General Partner had, 
in the aggregate, approximately $1.2 billion of net assets under management as  
of May 31, 1998.                                                                

THE COMMODITY BROKERS 

                DWR will act as the Partnerships' non-clearing commodity
broker. Carr Futures, Inc., a Delaware corporation ("CFI" and, together with    
DWR, the "Commodity Brokers"), will act as the clearing commodity broker for the
Partnerships' futures interests trades and as the counterparty on the           
Partnerships' foreign currency forward contracts. DWR currently acts as the     
non-clearing commodity broker for all but one of the commodity pools for which  
the General Partner acts as general partner and commodity pool operator, as well
as for other commodity pools. DWR is a wholly-owned subsidiary of MSDW and an   
affiliate of the General Partner, but is not affiliated with CFI or any Trading 
Advisor. CFI is a wholly-owned subsidiary of Credit Agricole Indosuez and acts  
as the clearing commodity broker for all but one of the commodity pools for     
which the General Partner acts as general partner and commodity pool operator.  
CFI is not affiliated with the General Partner, DWR, MSDW, or any of the Trading
Advisors. See "Conflicts of Interest," "Description of Charges--Charges to Each 
Partnership--2. The Commodity Brokers" and "The Commodity Brokers."             

RISK FACTORS

                As a general matter, an investment in any Partnership is
speculative and involves substantial risk, including the risk of loss of a      
Limited Partner's entire investment. All of the risks described below are       
relevant to each of the Partnerships. Risks of an investment in each of the     
Partnerships include:                                                           

Risks Relating to Futures Interests Trading                                     

                    O     Futures interests trading is speculative and volatile.
                          Such volatility could result in an investor losing all
            or a substantial part of his investment.

               O     Futures interests trading is highly leveraged and
                  relatively small price movements can result in
        significant losses to a Partnership.

              O     Futures interests trading may be illiquid and in
                          certain situations prevent a Partnership from limiting
        its loss on an unfavorable position.

                    O     Trading in forward contracts may subject a Partnership
                     to losses if a counterparty is unable to meet its
obligations.                

          O     Trading on foreign exchanges may result in a
                 Partnership having less regulatory protection
                    available. In addition, a Partnership may suffer
        losses due to exchange rate changes.

                   O     Trading in futures options can be extremely expensive
                  if market volatility is incorrectly predicted.

           O     The Partnerships have credit risk because the
                   Commodity Brokers act as the futures commission
                     merchants or the counterparty with respect to the
Partnerships' assets.       

         O     Speculative position limits may result in a
                         Partnership having to liquidate profitable positions.

Risks Relating to the Partnerships and the Offering of Units                    

                    O     Each Partnership incurs substantial charges regardless
                         of whether it realizes profits. Each Partnership must
                    earn estimated annual net trading profits (after
                       taking into account estimated interest income based
                    upon current rates of 5%) of 4.2% of its average
                         annual Net Assets to offset Partnership expenses, and
                  6.2% to offset Partnership expenses and the 2%
                         redemption charge if Units are redeemed at the end of
                     the first twelve months after they are purchased.

                    O     The liquidity of the Units is restricted in that there
                       is an absence of a secondary market, the ability to
                     assign or transfer is restricted, redemptions are
                     limited to monthly beginning with the sixth month
                          after a Limited Partner first becomes a partner in any
                      Partnership, and Units redeemed within twenty-four
                         months of their purchase may be subject to redemption
charges.                    

                    O     Significant actual and potential conflicts of interest
                          exist involving the General Partner, the Partnerships,
   DWR and the Additional Sellers.

                   O     Limited Partners do not participate in the management
                  of the Partnerships or in the conduct of their
business.                   

                 O     Limited Partners must rely on the General Partner's
  selection of Trading Advisors.

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                  O     THE POOLS HAVE NOT COMMENCED TRADING AND DO NOT HAVE
ANY PERFORMANCE HISTORY.    

Risks Relating to the Trading Advisors                                          

             O     A Partnership will not be profitable unless its
                  Trading Advisor is successful with its trading
program(s).                 

                   O     The performance record of a given Trading Advisor may
                         be potentially misleading because a Trading Advisor's
                     past performance is not necessarily indicative of
future results.             

                  O     Factors outside the control of a Trading Advisor may
                    reduce the profitability of a trading program or
            require an alteration in the program(s).

               O     A substantial increase in the assets managed by a
                         Trading Advisor may adversely affect its performance.

                O     The Management Agreement with a particular Trading
                        Advisor may or may not be renewed, may be renewed on
                      less favorable terms to the Partnership, or may be
                   terminated by the Trading Advisor such that the
                      Trading Advisor will no longer be available to the
Partnership.                

              O     The General Partner, without prior notice to the
                      Limited Partners, may replace or add an additional
                       Trading Advisor to a Partnership or may instruct an
                         existing Trading Advisor to trade a Partnership's Net
                   Assets among one or more of a Trading Advisor's
trading programs.           

                 O     Technical trading programs require trending markets
                 and substantial price moves to be profitable.

Taxation and Regulatory Risks                                                   

               O     Profits earned in any year will result in taxable
                        income to investors, even though the General Partner
              does not intend to make any distributions.

                  O     Deductibility of certain of a Partnership's expenses
may be limited.             

              O     A Partnership's tax return may be audited by the
Internal Revenue Service.   

               O     The Partnerships are not registered as investment
                        companies or mutual funds, and investors, therefore,
                        are not afforded the protective measures provided by
such registration.          

                   Only the General Partner will be liable for a Partnership's
obligations (including margin calls) to the extent that the Partnership's       
assets, including amounts contributed by the Limited Partners and amounts paid  
to Limited Partners upon redemptions, distributions or otherwise (together with 
interest thereon), are insufficient to meet those obligations. See "Risk        
Disclosure Statement," "Risk Factors," "Conflicts of Interest," "Description of 
Charges," and "The Limited Partnership Agreements--Nature of the Partnerships." 

CONFLICTS OF INTEREST 

                    Significant actual and potential conflicts of interest exist
in the structure and operation of the Partnerships, principally arising from the
affiliation between the General Partner and DWR and the trading of other        
accounts of, or managed by, the General Partner, DWR, the Trading Advisors and  
their affiliates. Such conflicts include the fact that the commodity brokerage  
arrangements were not agreed upon in arm's-length negotiations due to the       
affiliation between the General Partner and DWR; that employees of DWR and      
Additional Sellers selling Units will receive a portion of the brokerage fees   
paid by the Partnerships, and thereby have a conflict in advising Limited       
Partners whether and when to redeem Units; that the General Partner and the     
Commodity Brokers may have conflicting demands in respect of other commodity    
pools; that the Trading Advisors and the Commodity Brokers, and individuals and 
entities associated with the General Partner, the Trading Advisors and the      
Commodity Brokers may trade futures interests for their own accounts, which     
trading may compete with a Partnership for positions; that trading by the       
Trading Advisors for their own accounts and for other customers could result in 
application of position limits to restrict a Partnership's trading; that under  
the customer agreements with the Commodity Brokers, the Commodity Brokers may   
close out positions and take certain other actions with regard to a             
Partnership's accounts without the Partnership's consent; and that other        
commodity pools managed by the General Partner and the Trading Advisors may     
compete with the Partnerships. See "Conflicts of Interest," "The General        
Partner," "The Commodity Brokers," and "The Trading Advisors."                  

DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP                                                     

                    Each Partnership is subject to substantial charges which are
summarized below and described in detail under "Description of Charges --       
Charges to Each Partnership." The charges described below are the same for      

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each Partnership. See also "Risk Factors--Risks Relating to the Partnerships and
the Offering of Units--Substantial Charges to Each Partnership," and "Investment
Programs, Use of Proceeds and Trading Policies."                                

                                                        [Enlarge/Download Table]
                                                                                                       
FORM OF COMPENSATION                             AMOUNT OF COMPENSATION                                
-----------------------------------------------  ------------------------------------------------------

Monthly management fee to the Trading Advisor..  A flat-rate monthly fee of 1/12 of 2% of the          
                                                 Partnership's Net Assets on the first day of each     
                                                 month (a 2% annual rate).                             

Monthly incentive fee to the Trading Advisor...  20% of the Trading Profits experienced by the         
                                                 Partnership as of the end of each calendar month.     

Monthly brokerage fee to DWR...................  A flat-rate monthly fee of 1/12 of 7% of the          
                                                 Partnership's Net Assets (a 7% annual rate) as of the 
                                                 first day of the month. Such fee covers all brokerage 
                                                 commissions, transaction fees and costs, and ordinary 
                                                 administrative and offering expenses.                 

Financial benefit to DWR and CFI or their                                                              
affiliates from interest earned on the                                                                 
Partnership's assets in excess of the interest                                                         
paid to the Partnership and from compensating                                                          
balance treatment in connection with the                                                               
designation of a bank or banks in which the                                                            
Partnership's assets are deposited.............  The aggregate of (i) the flat-rate brokerage fee      
                                                 payable by the Partnership, as described above, and   
                                                 (ii) net excess interest and compensating balance     
                                                 benefits to DWR and CFI or their affiliates (after    
                                                 crediting the Partnership with interest) will not     
                                                 exceed 14% annually of the Partnership's average      
                                                 month-end Net Assets during a calendar year.          

                The management, incentive, and brokerage fees may not be
increased unless Limited Partners of a Partnership are given prior notice       
thereof and an opportunity to redeem their Units, and are subject to additional 
limits as described under "Description of Charges--Charges to Each Partnership."

                   Based on the annual fees and expenses described above, each
Partnership must earn estimated annual net trading profits (after taking into   
account estimated interest income based upon current rates of 5%) of 4.2% of its
average annual Net Assets in order to offset Partnership expenses.              

REDEMPTION CHARGES TO LIMITED PARTNERS                                          

                  Persons who have been Limited Partners in a Charter Series
Partnership for six months may redeem all or part of their Units, regardless of 
when such Units were purchased, at any month-end (a "Redemption Date") in the   
manner described herein.                                                        

                    Subject to certain exceptions, Units redeemed on or prior to
the last day of the twelfth month after such Units were purchased will be       
subject to a redemption charge equal to 2% of the Net Asset Value of a Unit on  
the Redemption Date. Units redeemed after the last day of the twelfth month and 
on or prior to the last day of the twenty-fourth month after which such Units   
were purchased will be subject to a redemption charge equal to 1% of the Net    
Asset Value of a Unit on the Redemption Date. Units redeemed after the last day 
of the twenty-fourth month after which such Units were purchased will not be    
subject to a redemption charge. The foregoing redemption charges will be paid to
DWR. For a more detailed discussion, including exceptions to such charges, see  
"Redemptions."                                                                  

                 Based on the annual fees and expenses of each Partnership
described above, in order for a Limited Partner to break-even (earning profits  
sufficient to pay the redemption charge and recoup its initial investment) upon 
redemption at the end of one year from the date of purchase, each Partnership   
must earn estimated net trading profits (after taking into account estimated    
interest income based upon current rates of 5%) of $0.62 (6.2%) per Unit. This  
assumes that each Trading Advisor's gross profits equal expenses, and interest  
income exceeds the redemption charges, such that no incentive fees are earned by
the Trading Advisor. See "Description of Charges--Break-Even Analysis."         

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EXCHANGE PRIVILEGE

                  If certain conditions are satisfied, a Limited Partner can
redeem his Units in a Partnership as of the last day of any calendar month and, 
with the proceeds of such redemption, purchase Units of either or both of the   
other Partnerships (hereafter referred to as a "Series Exchange"), at a price   
per Unit equal to 100% of the Net Asset Value thereof. A Series Exchange will be
effected for a Limited Partner only if each of the following conditions is      
satisfied immediately prior to the Series Exchange: (i) the Partnership         
redeeming Units has assets sufficient to discharge its liabilities and redeem   
Units; (ii) six months have elapsed after such person first became a Limited    
Partner in a Charter Series Partnership; (iii) the General Partner has received 
a properly completed Subscription Agreement at least 5 business days prior to   
the date on which such Series Exchange is to be effective; (iv) a minimum of 500
Units must be exchanged, unless a Limited Partner is purchasing additional Units
in a Partnership in which he is already a Limited Partner, in which case only a 
minimum of 100 Units must be exchanged, unless a Limited Partner is liquidating 
his entire interest in a Partnership; and (v) the Partnership issuing Units has 
a sufficient number of Units registered and qualified for sale under federal and
applicable state securities laws pursuant to a current Prospectus. While the    
General Partner currently intends to maintain a sufficient number of Units      
registered to effect Series Exchanges, the General Partner shall not have any   
obligation to have Units registered or to maintain a current Prospectus. There  
can be no assurance that any or a sufficient number of Units will be available  
for sale when a Series Exchange is requested. If Units are not registered or    
qualified for sale under either federal or applicable state law or pursuant to a
current Prospectus, the General Partner will not be able to effect the Series   
Exchange for a Limited Partner.                                                 

REDEMPTION OF UNITS 

                 Persons who have been Limited Partners for six months may
redeem all or part of their Units regardless of when such Units were purchased, 
at any month-end in the manner described herein. Redemptions may only be made in
whole Units, with a minimum of 100 Units required for each redemption, unless a 
Limited Partner is redeeming his entire interest in a Partnership. Redemption of
Units will be deemed to be in the order in which they are purchased (assuming   
purchases at more than one closing).                                            

                 Units redeemed on or prior to the last day of the twelfth
month from the date of purchase will be subject to a redemption charge equal to 
2% of the Net Asset Value of a Unit on the Redemption Date. Units redeemed after
the last day of the twelfth month and on or prior to the last day of the        
twenty-fourth month from the date of purchase will be subject to a redemption   
charge equal to 1% of the Net Asset Value of a Unit on the Redemption Date.     
Units redeemed after the last day of the twenty-fourth month from the date of   
purchase will not be subject to a redemption charge. The foregoing redemption   
charges will be paid to DWR.                                                    

          Under certain circumstances, Units are exempt from
redemption charges, as follows. Units purchased by an investor who purchases    
$500,000 or more of Units will not be subject to redemption charges. A Limited  
Partner redeeming Units at the first Redemption Date following notice of an     
increase in certain fees will not be subject to redemption charges. A Limited   
Partner who redeems Units pursuant to a Series Exchange will not be subject to  
redemption charges with respect to the Units exchanged and, for purposes of     
determining the applicability of future redemption charges, such Units will be  
deemed as having the same purchase date as the Units exchanged. A Limited       
Partner who redeems units pursuant to a Non-Series Exchange will be subject to  
any applicable redemption charges with respect to those units redeemed from the 
other limited partnership; however, Units purchased pursuant to a Non-Series    
Exchange will not be subject to the foregoing redemption charges. Further, a    
Limited Partner who redeems Units and has either paid a redemption charge with  
respect to such Units or held such Units for at least two years will not be     
subject to redemption charges with respect to any newly purchased Units,        
provided the new Units are purchased within twelve months of and in an amount no
greater than the net proceeds of the prior redemption and are held for at least 
six months from the date of purchase. Such subscribers remain subject to the    
minimum purchase and suitability requirements. See "Subscription Procedure."    

                  In addition to the information and reports described below
under "The Limited Partnership Agreements--Reports to Limited Partners," the    
General Partner will provide Limited Partners with such other information and   
will comply with any such procedures in connection with redemptions as in the   
future are specifically required under Securities and Exchange Commission (the  
"SEC") rules and policies for commodity pools and similar investment vehicles.  

              The right to obtain redemptions is contingent upon the
redeeming Partnership having assets sufficient to discharge its liabilities as  
of the end of the applicable month and the General Partner's timely receipt of a
properly executed Request for Redemption. A Partnership may be forced to        
liquidate open positions to satisfy redemptions in the event it does not have   
sufficient cash on hand. See "Redemptions."                                     

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DISTRIBUTIONS 

                    Each Partnership will make distributions of profits, if any,
at the sole discretion of the General Partner (it is currently the intention of 
the General Partner not to make distributions). Distributions may be made by    
credit to a Limited Partner's customer account with DWR. It is possible that no 
distributions will be made in some years in which a Partnership has taxable     
profits, realized or unrealized. However, a Limited Partner of such Partnership 
will nevertheless account for his share of such profits as income for federal   
tax purposes. See "Material Federal Income Tax Considerations."                 

TRANSFERABILITY OF UNITS

             The assignability or transferability of Units of each
Partnership is limited by the applicable Limited Partnership Agreement and no   
assignee or transferee may become a substituted limited partner without the     
consent of the General Partner, which consent the General Partner may withhold  
in its sole discretion. See "The Limited Partnership Agreements--Restrictions on
Transfers or Assignments."                                                      

THE OFFERING
SECURITIES OFFERED                                                              

                Each Partnership has registered 3,000,000 Units with the
SEC, which are available to cover sales and Exchanges of Units of each          
Partnership. The General Partner, in its discretion, may in the future register 
additional Units of any or all of the Partnerships.                             

SUBSCRIPTION PROCEDURE                                                          

                 The minimum subscription for most subscribers is $20,000,
except that, in the case of eligible subscribers purchasing Units pursuant to a 
Non-Series Exchange, the $20,000 minimum investment will be satisfied if the    
proceeds of the redemption of the units redeemed would have equaled at least    
$20,000 as of the last day of the month immediately preceding the Closing at    
which Units are purchased, irrespective of whether the actual proceeds from such
redemption are less than $20,000 when the units are redeemed. A subscription may
be for Units of one Partnership, or may be divided among two or all three       
Partnerships, provided that the minimum subscription for any one Partnership is:
(a) in the case of a cash purchase, $5,000, or (b) in the case of a Non-Series  
Exchange, the proceeds from the redemption of (i) five units from commodity     
pools other than the Spectrum Series or MSTAF, (ii) 500 units from one, or any  
combination, of the Spectrum Series, or (iii) 500 units from MSTAF. A subscriber
who already owns Units in a Partnership and desires to make an additional       
investment in such Partnership may subscribe for additional Units at a Monthly  
Closing with a minimum investment of: (a) in the case of a cash purchase,       
$1,000, or (b) in the case of a Non-Series Exchange, the proceeds from the      
redemption of (i) one unit from commodity pools other than the Spectrum Series  
or MSTAF, (ii) 100 units from one, or any combination, of the Spectrum Series,  
or (iii) 100 units from MSTAF. Subject to certain limited revocation rights (see
"Subscription Procedure"), all subscriptions for Units are irrevocable by       
subscribers. See "Investment Requirements," "Plan of Distribution," and         
"Subscription Procedure."                                                       

               In order to purchase Units, a subscriber must complete,
execute, and deliver an execution copy of the Subscription Agreement to DWR. In 
the Subscription Agreement, a subscriber will authorize the General Partner and 
DWR to transfer the subscription amount from the subscriber's customer account  
with DWR to the Partnerships' Escrow Account. In connection with any Closing, a 
subscriber whose Subscription Agreement is received by DWR and whose            
subscription is not immediately rejected, must have the appropriate amount in   
his customer account with DWR on the first business day following the date that 
his Subscription Agreement is received by DWR, and DWR will debit the customer  
account and transfer such funds to the Escrow Account with the Escrow Agent on  
that date. In the case of a Non-Series Exchange, a subscriber will authorize the
General Partner to redeem all or a portion of such subscriber's interest in     
another commodity pool for which the General Partner serves as general partner  
and commodity pool operator (subject to the terms of the applicable limited     
partnership agreement) and use the proceeds of such redemption (less any        
applicable redemption charges) to purchase Units in the Partnerships.           

            At each Closing, each Partnership will issue to each
subscriber whose subscription is accepted the appropriate number of whole and   
fractions of Units as may be determined by dividing the subscription amount for 
such Partnership by the Net Asset Value of a Unit of such Partnership. See      
"Investment Requirements" and "Subscription Procedure."                         

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PLAN OF DISTRIBUTION                                                            

                The Units are being offered and sold by each Partnership
through DWR and MS & Co., and any other Additional Sellers appointed by DWR with
the approval of the General Partner. Pursuant to the Selling Agreement among the
Partnerships, the General Partner and DWR, DWR will use its best efforts to sell
Units, but DWR has not made any commitment to offer and sell a specific amount  
of Units or to purchase Units in any Partnership. See "Plan of Distribution."   
The General Partner, in its sole discretion, may reject a subscription in whole 
or in part at any time prior to acceptance. Units of each Partnership are being 
offered initially (the "Initial Offering") to the public at $10 per Unit, for   
issuance at an Initial Closing, which is currently scheduled to be held on      
October 31, 1998; provided, however, that the General Partner may at its        
discretion hold such Initial Closing at any time during the Initial Offering    
Period (as defined below). Units that remain unsold following the Initial       
Closing may be offered for sale in a continuing offering (the "Continuing       
Offering") at subsequent monthly closings to be held as of the last day of each 
month (each, a "Monthly Closing"; any Monthly Closing or the Initial Closing, a 
"Closing"), at a price per Unit equal to 100% of the Net Asset Value of a Unit  
of such Partnership as of the close of business on the date of the Monthly      
Closing. The period from the date of this Prospectus through November 30, 1998  
will be referred to herein as the "Initial Offering Period"; provided, however, 
that the General Partner may, in its sole discretion, extend the Initial        
Offering Period up to and including March 12, 1999. If at least 400,000 Units in
a Partnership have been subscribed for at any time during the Initial Offering  
Period, the General Partner will accept subscriptions for such Partnership at   
the Initial Closing and commence such Partnership's trading operations, and     
continue to offer Units of such Partnership in the Continuing Offering. The Net 
Asset Value of a Unit of one Partnership is not related to any other Partnership
and depends entirely on the Net Assets and the total number of Units of that    
Partnership outstanding. It is contemplated that only one Initial Closing shall 
be held for the Partnerships, and it is not a condition of the Initial Closing  
that all three Partnerships sell the minimum number of Units.                   

                 During the Initial Offering Period, and thereafter during
the Continuing Offering, all subscription amounts received and not rejected by  
the General Partner will be held by The Chase Manhattan Bank, New York, New York
(the "Escrow Agent"), until subsequently accepted or rejected by the General    
Partner at a Closing. If a subscription is accepted by the General Partner at a 
Closing, the Escrow Agent will promptly pay to the appropriate Partnership the  
accepted subscription funds and pay to DWR any interest earned on such          
subscription funds, and DWR will credit the subscriber's customer account with  
DWR with such interest. If a subscription is rejected by the General Partner,   
the Escrow Agent will promptly pay to DWR the rejected subscription funds and   
any interest earned thereon, and DWR will credit the subscriber's customer      
account with DWR with such amounts. Interest will be earned on subscription     
funds from the day of deposit of such funds with the Escrow Agent to the day    
that such funds are either paid to the appropriate Partnerships in the case of  
accepted subscriptions or paid to DWR in the case of rejected subscriptions.    

                   If fewer than 400,000 Units ($4,000,000) in any Partnership
have been subscribed for at the termination of the Initial Offering Period, the 
offer of Units with respect to such Partnership will terminate and each         
subscription will be promptly credited to the subscriber's customer account with
DWR within five business days following termination of the Initial Offering     
Period, together with any interest earned on the subscriber's subscription funds
while held in escrow, and at such time such funds will be immediately available 
to the subscriber for investment or withdrawal. The General Partner, DWR, any   
Additional Sellers, and the Trading Advisors and their respective affiliated    
entities may, but are not required to, subscribe for any number of Units. Units 
subscribed for by such entities will be counted for purposes of determining     
whether the 400,000 Unit minimum subscription requirement for a Partnership has 
been met. However, Units subscribed for by such entities during the Initial     
Offering Period may not be redeemed for a period of two years after the Initial 
Closing if the Partnership would not have the minimum $4,000,000 in Net Assets  
remaining immediately following such redemption.                                

                   Employees of DWR, MS & Co. and other Additional Sellers, if
any, will receive compensation from DWR and not from the Partnerships, out of   
the brokerage fees paid to DWR by the Partnerships. Such continuing compensation
is in consideration of certain additional services provided to Limited Partners 
by such persons on a continuing basis and may be deemed to be additional        
underwriting compensation. See "Plan of Distribution."                          

NO SELLING COMMISSIONS OR CHARGES FOR ORGANIZATIONAL OR OFFERING EXPENSES       

                    In connection with the offering of Units by each Partnership
pursuant to this Prospectus, no selling commissions or organizational or        
offering expenses will be paid by the Limited Partners or the Partnership; DWR  
will pay all costs incurred in connection with the organization of the          
Partnerships and the Initial Offering                                           

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of Units, estimated to be $1,000,000 in the aggregate, and will also pay all of 
the costs incurred in connection with the Continuing Offering. The Partnerships 
will not reimburse DWR for any portion of the costs so incurred, and will not be
liable for any such costs at any time (although DWR may recoup such costs from  
brokerage fees paid by the Partnerships and receipt of interest and compensating
balance benefits with respect to the Partnerships' assets deposited with DWR).  
Except as otherwise provided herein, qualified employees of DWR will receive    
from DWR (payable solely from its own funds) a gross sales credit equal to 4% of
the Net Asset Value per Unit as of the applicable Closing for each Unit sold by 
them and issued at such Closing, and/or a gross sales credit of up to 71% of the
brokerage fees attributable to each outstanding Unit sold by them and received  
by DWR from the Partnership each month, which credit will continue until such   
Partnership terminates or such Unit is redeemed (whichever comes first). Such   
continuing compensation will be paid only to employees who are properly         
registered with the Commodity Futures Trading Commission ("CFTC") and are       
members of the NFA, and who provide certain continuing services to Limited      
Partners. DWR may compensate MS & Co. and any other Additional Seller for each  
Unit sold, payable solely from DWR's funds. See "Plan of Distribution" for the  
terms and conditions applicable to such gross sales credits and a description of
the continuing services to be provided by employees. DWR's employees and        
Additional Sellers may have a conflict of interest in rendering advice to       
Limited Partners as to when and whether to redeem Units because of their        
interest in receiving certain continuing compensation for ongoing services      
rendered to holders of outstanding Units. Net Assets will not be reduced as a   
result of any such compensation to such employees.                              

SUITABILITY STANDARDS                                                           

                  Each investor (or person entitled to exercise control over
assets of such investor's account under an IRA or other employee benefit plan)  
must represent and warrant in the Subscription Agreement that such investor     
and/or other person has received this Prospectus and satisfies certain          
suitability requirements described under "--Investment Requirements" above.     

USE OF PROCEEDS 

               The entire proceeds of this offering, together with the
General Partner's capital contribution to each Partnership, will be divided     
among the Partnerships based on the number of Units sold by each Partnership and
the Net Asset Value of each Unit sold, and deposited in each Partnership's      
futures interests trading accounts with the Commodity Brokers and used to trade 
futures interests. See "Investment Programs, Use of Proceeds and Trading        
Policies."                                                                      

INTEREST ON PARTNERSHIP ASSETS

             Once each Partnership's assets are deposited with the
Commodity Brokers, they will be held in separate customer segregated and secured
funds accounts established by the Commodity Brokers. DWR will credit each       
Partnership with interest income at month-end at the rate earned by DWR on its  
U.S. Treasury bill investments with customer segregated funds as if 100% of each
Partnership's average daily funds (including cash and securities) held in such  
Partnership's account with DWR during the month were invested in U.S. Treasury  
bills at such rate. In addition, DWR will credit each Partnership with 100% of  
the interest income DWR receives from CFI with respect to such Partnership's    
assets deposited as margin with CFI. Each Partnership's assets held by the      
Commodity Brokers may be used as margin solely for such Partnership's trading.  
It is anticipated that approximately 80% of each Partnership's average daily    
funds maintained in trading accounts will be on deposit with DWR and that       
approximately 20% of each Partnership's average daily funds maintained in       
trading accounts will be on deposit with CFI, although such percentages will    
vary from time to time. See "Investment Programs, Use of Proceeds, and Trading  
Policies."                                                                      

TAX CONSIDERATIONS

                In the opinion of the General Partner's tax counsel, the
Partnerships will be classified as partnerships for federal income tax purposes 
and not as associations (or publicly traded partnerships) taxable as            
corporations. Accordingly, the Partnerships will not be subject to federal      
income tax. Each Limited Partner in computing his federal income tax liability  
for a taxable year will be required to take into account his distributive share 
of all items of Partnership income, gain, loss, deduction or credit for the     
taxable year of the Partnership ending within or with the taxable year of the   
Limited Partner, regardless of whether such Limited Partner has received any    
distributions from the Partnership. Such items of Partnership gain or loss      
retain their character (e.g., capital or ordinary) when allocated to the Limited
Partners. Moreover, the special allocation of Partnership gain or loss upon a   
redemption of Units, which retains the same character as in the hands of the    
Partnership, may alter the                                                      

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character of a redeeming Limited Partner's income (by reducing the amount of    
long-term capital gain recognized upon receipt of redemption proceeds) and may  
accelerate the recognition of income by such Limited Partner. All such          
allocations will increase or decrease each Limited Partner's tax basis in his   
Units. The allocation provisions are designed to reconcile tax allocations to   
economic allocations; however, no assurance can be given that the Internal      
Revenue Service will not challenge such allocation (including any Partnership's 
tax allocations in respect of redeemed Units), especially in light of recently  
issued final regulations. See "Material Federal Income Tax Considerations."     

                 Taxes payable by partners with respect to a Partnership's
profits may exceed the amount of such Partnership's distributions, if any, for a
taxable year. Based upon the contemplated activities of the Partnerships, the   
General Partner has been advised by its legal counsel that, in such counsel's   
opinion, expenses incurred by the Partnerships should not be subject to the     
limitations on the deductibility of certain miscellaneous itemized expenses,    
except to the extent that the Internal Revenue Service promulgates regulations  
that so provide.                                                                

                   Cash distributions by a Partnership and amounts received or
deemed received upon the partial or complete redemption of a Limited Partner's  
Units that do not exceed the Limited Partner's aggregate basis in his Units are 
not taxable. Because of the special allocation of Partnership gain or loss upon 
a redemption of Units, the amounts received upon the partial or complete        
redemption of a Limited Partner's Units normally will not result in additional  
taxable income or loss to the Limited Partner. However, to the extent cash      
distributions and amounts received or deemed received upon the partial          
redemption of a Limited Partner's Units exceed a Limited Partner's aggregate tax
basis in his Units, the excess will be taxable to the Limited Partner as though 
it were gain on the sale of his Units. Loss will generally be recognized on a   
redemption of Units only if a Limited Partner redeems all of his Units in a     
Partnership and, following the complete redemption, such Limited Partner has    
remaining tax basis in the Partnership. In such case, the Limited Partner will  
recognize loss to the extent of the remaining basis. Subject to an exception for
certain types of Partnership assets, such gain or loss (assuming that the Units 
constitute capital assets) will be either short-term capital gain or loss or    
long-term capital gain or loss, depending upon the length of time that Units    
were held prior to the distribution or redemption. See "Material Federal Income 
Tax Considerations."                                                            

                    The General Partner has been advised that, in the opinion of
its counsel, a Limited Partner who is a nonresident alien individual, foreign   
corporation, foreign partnership, foreign trust, or foreign estate (a "Foreign  
Limited Partner") should not be deemed engaged in a trade or business in the    
United States, and should not be subject to United States federal income tax,   
solely because such Foreign Limited Partner is a limited partner in a           
Partnership, provided such Foreign Limited Partner is not a dealer in           
commodities. In the event a Partnership's activities should in the future not   
fall within certain safe harbors from U.S. trade or business status, there is a 
risk that all of a Foreign Limited Partner's distributive share of income of the
Partnership would be treated as effectively connected with the conduct of a     
trade or business in the United States. In that event, the Foreign Limited      
Partner would be taxed at regular rates applicable to U.S. taxpayers and, if a  
foreign corporation, could be subject to a 30% branch profits tax. See "Material
Federal Income Tax Considerations." As regards tax-exempt Limited Partners, see 
"Purchases by Employee Benefit Plans--ERISA Considerations."                    

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RISK FACTORS

                 In addition to the Risk Disclosure Statement appearing at
the beginning of this Prospectus, prospective subscribers should consider the   
following risks before subscribing for Units. All risks described below are     
relevant to each of the Partnerships.                                           

RISKS RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS   

              FUTURES INTERESTS TRADING IS SPECULATIVE AND VOLATILE.
Futures interests prices are highly volatile. Price movements of futures        
interests are influenced by, among other things: changing supply and demand     
relationships; weather; agricultural, trade, fiscal, monetary and exchange      
control programs and policies of governments; domestic and foreign political and
economic events and policies; and changes in interest rates. See "The Trading   
Advisors" for a discussion of the volatility of, and performance records for,   
the trading programs to be employed for the Partnerships.                       

                  Each Partnership is also subject to the risk of failure of
any of the exchanges on which it trades or of its clearinghouses, if any. In    
addition, under certain circumstances, such as the inability of a customer of a 
Commodity Broker or a Commodity Broker itself to satisfy substantial            
deficiencies in such customer's account, a Partnership may be subject to a risk 
of loss of its funds on deposit with such Commodity Broker. Each Partnership is 
also subject to the risk of any party to a transaction not being able to        
reimburse the Partnership for its errors. See "The Futures, Options and Forwards
Markets."                                                                       

                 FUTURES INTERESTS TRADING IS HIGHLY LEVERAGED. Because of
the low margin deposits normally required in trading futures interests          
(typically between 2% and 15% of the value of the contract purchased or sold),  
an extremely high degree of leverage is typical of a futures interests trading  
account. As a result, a relatively small price movement in a futures interest   
may result in immediate and substantial losses to the investor. The Partnerships
use substantial leverage which could, depending on performance, result in       
increased gain or loss. For example, if at the time of purchase 10% of the price
of a contract is deposited as margin, a 10% decrease in the price of the        
contract would, if the contract is then closed out, result in a total loss of   
the margin deposit before any deduction for brokerage fees. A decrease of more  
than 10% would result in a loss of more than the total margin deposit. See "The 
Futures, Options and Forwards Markets--Margins" and "The Limited Partnership    
Agreements--Nature of the Partnerships." See also "The Trading Advisors" for a  
discussion of the leverage utilized in the trading programs employed by the     
Trading Advisors.                                                               

              FUTURES INTERESTS TRADING MAY BE ILLIQUID. Most United
States futures exchanges limit fluctuations in certain futures interests prices 
during a single day by regulations referred to as "daily price fluctuation      
limits" or "daily limits." Pursuant to such regulations, during a single trading
day no trades may be executed at prices beyond the daily limits. Once the price 
of a particular futures interest has increased or decreased by an amount equal  
to the daily limit, positions in the futures interest can neither be taken nor  
liquidated unless traders are willing to effect trades at or within the limit.  
Prices in various futures interests have occasionally moved the daily limit for 
several consecutive days with little or no trading. Similar occurrences could   
prevent a Partnership from promptly liquidating its unfavorable positions and   
subject it to substantial losses. While daily limits may reduce or effectively  
eliminate the liquidity of a particular market, they do not limit ultimate      
losses, and may in fact substantially increase losses because they may prevent  
the liquidation of unfavorable positions. There is no limitation on daily price 
moves in trading currency forward contracts.                                    

                    In addition, a Partnership may not be able to execute trades
at favorable prices if little trading in the futures interests involved is      
taking place. Under certain circumstances, a Partnership may be required to     
accept or make delivery of the underlying commodity if the position cannot be   
liquidated prior to its expiration date. See "Investment Programs, Use of       
Proceeds and Trading Policies--Trading Policies." It also is possible that an   
exchange or the CFTC might suspend trading in a particular contract, order      
immediate liquidation and settlement of a particular futures interest, or order 
that trading in a particular futures interest be conducted for liquidation only.
Similarly, trading in options on a particular futures interest may become       
restricted if trading in the underlying futures interest has become restricted. 
During periods in October 1987, for example, trading in certain stock index     
futures was too illiquid for markets to function efficiently and was at one     
point actually suspended. See "The Futures, Options and Forwards Markets." The  
principals who deal in the forward contract markets are not required to continue
to make markets in the forward contracts they trade. There have been periods    
during which certain participants in forward markets have refused to quote      
prices for forward contracts or have quoted prices with an unusually wide spread
between the price at which they are prepared to buy and that at which they are  
prepared to sell.                                                               

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                  SPECIAL RISKS ASSOCIATED WITH FORWARD TRADING. Each of the
Partnerships will trade in currency forward contracts. A forward contract is a  
contractual obligation to purchase or sell a specified quantity of a commodity  
at a specified date in the future at a specified price and, therefore, is       
similar to a futures contract. However, forward contracts are not traded on     
exchanges and, as a consequence, investors in forward contracts are not afforded
the regulatory protections of such exchanges or the CFTC; rather, banks and     
dealers act as principals in such markets. Neither the CFTC nor banking         
authorities regulate trading in forward contracts on currencies, and foreign    
banks may not be regulated by any United States governmental agency.            

                    Generally, when a Trading Advisor instructs a Partnership to
either sell or buy a particular currency, CFI will do back-to-back principal    
trades in order to carry out such instructions. CFI, as principal, will arrange 
bank lines of credit and contract with a United States or foreign bank or dealer
to make or take future delivery of a specified quantity of currency at a        
negotiated price. CFI, again as principal, will in turn contract with the       
Partnership to make or take future delivery of the same specified quantity of   
currency at the same price. CFI will not attempt to profit from any mark-up or  
spread on the trade with the Partnership.                                       

                  Because performance of forward contracts is not guaranteed
by any exchange or clearinghouse, a Partnership is subject to the risk of the   
inability or refusal to perform with respect to such contracts on the part of   
the principals or agents with or through which the Partnership trades. Any such 
failure or refusal, whether due to insolvency, bankruptcy or other causes, could
subject a Partnership to substantial losses. The Partnerships will trade forward
contracts only with banks, brokers, dealers and other financial institutions    
which the General Partner, in conjunction with DWR, has determined to be        
creditworthy. Initially the Partnerships will trade forward contracts only with 
CFI.                                                                            

               The CFTC has published for comment in the United States
Federal Register a statement concerning its jurisdiction over transactions in   
the foreign currency markets, including transactions of the type which may be   
engaged in by the Partnerships. In the future, the CFTC might assert that       
forward contracts of the type entered into by the Partnerships constitute       
unauthorized futures contracts subject to the CFTC's jurisdiction and attempt to
prohibit the Partnerships from participating in transactions in such contracts. 
If the Partnerships were restricted in their ability to trade in the currency   
markets, the activities of the Trading Advisors could be materially affected.   

                   SPECIAL RISKS ASSOCIATED WITH TRADING ON FOREIGN EXCHANGES.
Each of the Partnerships may trade in futures, forward and/or option contracts  
on exchanges located outside the United States where CFTC regulations do not    
apply. Some foreign exchanges, in contrast to domestic exchanges, are           
"principals' markets" in which performance with respect to a contract is the    
responsibility only of the individual member with whom the trader has entered   
into a contract and not of the exchange or clearinghouse, if any. In the case of
trading on such foreign exchanges, a Partnership will be subject to the risk of 
the inability of, or refusal by, the counterparty to perform with respect to    
such contracts. The General Partner will attempt to monitor and control the     
credit exposure of trading on foreign exchanges.                                

                    Trading on foreign exchanges may involve certain other risks
not applicable to trading on United States exchanges, such as the risks of      
exchange controls, expropriation, burdensome or confiscatory taxation,          
moratoriums, or political or diplomatic events. In addition, certain of these   
foreign markets are newly formed and may lack personnel experienced in floor    
trading as well as in monitoring floor traders for compliance with exchange     
rules. For an additional discussion of the credit risks relating to trading on  
foreign exchanges, see "The Futures, Options and Forwards Markets."             

             Furthermore, as the Partnerships will determine their
respective Net Assets in United States dollars, with respect to trading on      
foreign markets the Partnerships will be subject to the risk of fluctuation in  
the exchange rate between the local currency and dollars. Unless a Partnership  
hedges itself (which none of the Trading Advisors intends to do) against        
fluctuations in exchange rates between the United States dollar and the         
currencies in which trading is done on such foreign exchanges, any profits which
the Partnership might realize in such trading could be eliminated as a result of
adverse changes in exchange rates, and the Partnership could even incur losses  
as a result of any such changes. See "The Futures, Options and Forwards         
Markets."                                                                       

                 SPECIAL RISKS ASSOCIATED WITH TRADING OF FUTURES OPTIONS.
Options on futures contracts and options on physical commodities are traded on  
United States commodity exchanges and may be traded by the Partnerships on      
certain foreign exchanges. While each Partnership is authorized to trade        
options, only WIC currently includes options in its trading program. Neither GCM
nor MRC presently intends to trade options, although either could do so in the  
future. Each such option is a right, purchased for a certain price, to either   
buy or sell the underlying futures contract or physical commodity during a      
certain period of time for a fixed price. Such                                  

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trading involves risks substantially similar to those involved in trading       
futures contracts in that options are speculative and highly leveraged. Specific
market movements of the physical commodity or futures contract underlying an    
option cannot be accurately predicted. The purchaser of an option is subject to 
the risk of losing the entire purchase price of the option. The writer of an    
option is subject to the risk of loss resulting from the difference between the 
premium received for the option and the price of the commodity or futures       
contract underlying the option which the writer must purchase or deliver upon   
exercise of the option. Therefore, trading in futures options can be extremely  
expensive if market volatility is incorrectly predicted. See "The Futures,      
Options and Forwards Markets--Options on Futures."                              

                   THE PARTNERSHIPS HAVE CREDIT RISK TO THE COMMODITY BROKERS.
The Partnerships have credit risk because the Commodity Brokers will act as the 
futures commission merchants or the counterparty with respect to most of the    
Partnerships' assets. Exchange-traded futures and futures styled options        
contracts are marked to market on a daily basis, with variations in value       
credited or charged to a Partnership's account on a daily basis. Each of DWR and
CFI, as a futures commission merchant for each Partnership's exchange-traded    
contracts, is required, pursuant to CFTC regulations, to segregate from its own 
assets, and for the sole benefit of its commodity customers, all funds held by  
it with respect to exchange-traded futures and futures styled options contracts,
including an amount equal to the net unrealized gain on all open futures and    
futures styled options contracts. With respect to a Partnership's off-exchange  
traded forward currency contracts with CFI, there are no daily settlements of   
variations in value or any requirement to segregate funds held with respect to  
such contracts.                                                                 

                 POSSIBLE EFFECTS OF SPECULATIVE POSITION LIMITS. The CFTC
and United States futures exchanges have established limits referred to as      
"speculative position limits" or "position limits" on the maximum net long or   
net short futures interests position which any person or group of persons may   
own, hold or control in particular futures interests.                           

                   All futures interests accounts owned, controlled or managed
by each Trading Advisor and its principals and affiliates will be combined for  
position limit purposes, to the extent they may be applicable. The Trading      
Advisors are the trading advisors for other commodity pools and/or numerous     
individual accounts and will in the future manage additional accounts. In this  
connection, each Management Agreement provides that if speculative position     
limits are exceeded by a Trading Advisor or any of its principals or affiliates 
in the opinion of independent counsel (who must be other than counsel to the    
Partnerships) or in the opinion of the CFTC or any other regulatory body,       
exchange, or board, such Trading Advisor and its principals and affiliates will 
promptly liquidate positions in all of their accounts, including the            
Partnership's account, as nearly as possible in proportion to their respective  
equities to the extent necessary to comply with applicable position limits. See 
"The Management Agreements." While each Trading Advisor believes that           
established position limits, where applicable, will not adversely affect its    
contemplated trading for a Partnership, it is possible that, from time to time, 
the trading system or instructions of a Trading Advisor to a Partnership may    
have to be modified and that positions held by such Partnership may have to be  
liquidated in order to avoid exceeding such limits. Such modification or        
liquidation, if required, could adversely affect the operations and             
profitability of a Partnership. See "Conflicts of Interest--Management of Other 
Accounts by the Trading Advisors." Speculative position limits are not          
applicable to forward contract trading, although the principals with which CFI  
or a Partnership may deal in the forward markets may limit the positions        
available to CFI or the Partnership as a consequence of credit considerations.  

RISKS RELATING TO THE PARTNERSHIPS AND THE OFFERING OF UNITS                    

            SUBSTANTIAL CHARGES TO EACH PARTNERSHIP. Each of the
Partnerships incurs substantial charges from payment of the monthly flat-rate   
brokerage fee to DWR and the management and incentive fees to each Trading      
Advisor, regardless of whether the Partnership realizes profits. See            
"Description of Charges--Charges to Each Partnership."                          

               RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS. The Units
cannot be assigned or transferred except on the terms and conditions set forth  
in each Limited Partnership Agreement, and there is and will be no public market
for the Units. See "The Limited Partnership Agreements--Restrictions on         
Transfers or Assignments." Limited Partners of a Partnership may require such   
Partnership to redeem all or part of their Units as of the last day of any month
at the Net Asset Value thereof. However, Limited Partners may only redeem Units 
as of, but not before the sixth month-end following the Closing at which such   
person first became a Limited Partner in a Charter Series Partnership.          
Furthermore, redemptions may only be made in whole Units, with a minimum of 100 
Units required for each redemption, unless a Limited Partner is redeeming his   
entire interest in a Partnership. Redemptions of Units are subject to redemption
charges through the end of the twenty-fourth                                    

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month following the Closing at which such Unit was issued. The foregoing        
redemption charges will not apply under the circumstances outlined herein with  
respect to Limited Partners who purchased Units in a Series Exchange or a       
Non-Series Exchange. Units purchased pursuant to a Series Exchange will not be  
subject to the six-month limitation on redemptions described above. An investor 
who purchases $500,000 or more of Units will not be subject to the redemption   
charges described above. The right to obtain payment on redemption is contingent
upon (a) the Partnership having assets sufficient to discharge its liabilities  
on the effective date of the redemption, and (b) the timely receipt by the      
General Partner of a Request for Redemption in the form annexed to the Limited  
Partnership Agreement. All liabilities of the Partnerships are accrued daily and
are reflected in the daily Net Asset Value of the Partnerships. Under certain   
circumstances (including, but not limited to, a Partnership's inability to      
liquidate or a delay in liquidating positions or the default or delay in        
payments due a Partnership from dealers, brokers, banks, or other persons), a   
Partnership may delay payment to Limited Partners requesting redemptions of the 
proportionate part of the redemption requests represented by the sums which are 
the subject of any such default or delay. See "Redemptions."                    

                  CONFLICTS OF INTEREST IN EACH PARTNERSHIP'S STRUCTURE. DWR
and the General Partner were instrumental in the organization of each           
Partnership and may be deemed "promoters" of each Partnership within the meaning
of Rule 405 under the Securities Act of 1933, as amended (the "1933 Act").      
Moreover, each Partnership, DWR, and the General Partner are affiliated entities
and are represented by a single counsel. As a consequence of the foregoing,     
there is an absence of arm's-length negotiation with respect to some of the     
terms of this offering, and there has been no independent due diligence         
conducted with regard to this offering. See "Conflicts of Interest."            

                    LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT. Limited
Partners will not participate in the management of a Partnership or in the      
conduct of its business. See "The Limited Partnership Agreements--Management of 
Partnership Affairs." However, each Limited Partnership Agreement provides that 
certain actions may be taken upon the affirmative vote of Limited Partners      
owning more than 50% of the Units then owned by Limited Partners. See "The      
Limited Partnership Agreements--Amendments; Meetings."                          

             RELIANCE ON THE GENERAL PARTNER. A Limited Partner is
relying on the ability of the General Partner in the selection of a successful  
Trading Advisor for each Partnership. The selection by the General Partner of   
the current Trading Advisor for each Partnership involved numerous              
considerations. The General Partner evaluated the performance record of each    
Trading Advisor, the Trading Advisor's trading programs, experience, volatility 
of trading, futures interests traded, amount of management and incentive fees   
normally charged, reputation of the Trading Advisor and its personnel and amount
of funds under management, and made certain subjective judgments in retaining a 
Trading Advisor for each Partnership. Although the General Partner carefully    
weighed the above factors in making its selections, other factors not considered
by the General Partner may also be important. In the future, the General Partner
may be required to terminate and replace a Trading Advisor by reason of its poor
performance or for other reasons, or to retain additional Trading Advisors for  
each Partnership, and similar judgments will have to be made from time to time. 
See "Investment Programs, Use of Proceeds and Trading Policies--Investment      
Programs of Each Charter Series Partnership."                                   

                   NO ASSURANCE THAT UNITS WILL BE SOLD. No assurance is given
that any or all of the Units of any Partnership will be sold. No Partnership    
will commence trading operations unless at least 400,000 Units (representing    
subscriptions of $4,000,000) are subscribed for during the Initial Offering     
Period and such subscriptions are accepted by the General Partner at the Initial
Closing. Because DWR, in its capacity as selling agent, and MS & Co. and any    
other Additional Seller have only agreed to use their best efforts to offer and 
sell the Units, but have not agreed to purchase any specific amount of Units    
from any Partnership, there is no assurance that DWR will be able to raise such 
amount and that a subscriber ultimately will be able to purchase Units. See     
"Plan of Distribution."                                                         

            SPECIAL CHARACTERISTICS OF START-UP PERIOD.     Each
Partnership will encounter a start-up period during which it will incur certain 
risks relating to the initial investment of its Net Assets. The Partnerships may
commence trading operations at an unpropitious time, such as after sustained    
moves in the futures markets, resulting in significant initial losses. Moreover,
the start-up period also presents a special risk in that the level of           
diversification of a Partnership's portfolio will be lower than in a            
fully-committed portfolio. No assurance can be given that a Trading Advisor's   
procedures for moving to a fully-committed portfolio will be successful.        

               NO OPERATING HISTORY OF THE PARTNERSHIPS. The Commodity
Futures Trading Commission requires a commodity pool operator to disclose to    
prospective pool participants the actual performance record of the pool for     
which the operator is soliciting participants. YOU SHOULD NOTE THAT THESE POOLS 
HAVE NOT COMMENCED TRADING AND DO NOT HAVE ANY PERFORMANCE HISTORY.             

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              There can be no assurance that the past performance of
accounts managed by the Trading Advisors, or other commodity pools for which the
General Partner serves as the general partner and commodity pool operator, is   
representative of the performance of the Partnerships in the future.            

           CERTAIN LITIGATION. DWR, the General Partner, other
affiliated entities, certain limited partnership commodity pools of which the   
General Partner is the general partner, and certain trading advisors to those   
pools, are all defendants in certain purported class actions. Generally, these  
class actions allege, among other things, fraud, deceit, misrepresentation,     
breach of fiduciary duty, fraudulent and unfair business practices, unjust      
enrichment, and conversion in connection with the sale and operation of the     
various limited partnership commodity pools. Although the ultimate outcome of   
the legal proceedings cannot be predicted with certainty, the DWR related       
parties believe that strong defenses to these allegations exist and, as such,   
they are being vigorously contested. In addition, the Commodity Brokers from    
time to time are subject to various legal actions. See "Certain Litigation."    

RISKS RELATING TO THE TRADING ADVISORS                                          

                    RELIANCE ON THE TRADING ADVISOR TO TRADE SUCCESSFULLY. Under
each Management Agreement, the Trading Advisor has exclusive responsibility for 
making trading decisions with respect to the Net Assets of the Partnership for  
which it trades, except in certain limited situations. No assurance can be given
that the respective trading systems and strategies utilized by the Trading      
Advisor will prove successful under all or any market conditions.               

             PAST PERFORMANCE NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS. Certain commentators have expressed concerns over the potentially      
misleading character of the performance records included in futures fund        
prospectuses. In fact, certain academic studies reached the conclusion that     
public commodity pools often significantly underperform the prior performance   
records of the selected trading advisors included in their prospectuses. See,   
for example, Elton, Gruber & Rentzler, "New Public Offerings, Information and   
Investor Rationality: The Case of Publicly Offered Funds," 62 Journal of        
Business, 1-15 (1989), and Edwards & Ma, "Commodity Pool Performance: Is the    
Information Contained in Pool Prospectuses Useful?," 8 The Journal of Futures   
Markets, 589-616 (1988). New futures funds often are offered following periods  
of successful trading by an advisor. No assurance can be given that any         
Partnership will perform successfully in the future inasmuch as a Trading       
Advisor's past performance is not necessarily indicative of future results.     

                    MARKET FACTORS MAY ADVERSELY INFLUENCE THE TRADING PROGRAMS.
Any factor which may lessen the prospect of major futures interests price trends
in the future (for example, increased governmental control of, or participation 
in, the currency markets) may reduce a Trading Advisor's ability to trade       
profitably in the future. Any factor which would make it more difficult to      
execute timely trades, such as a significant lessening of liquidity in a        
particular market, would also be detrimental to profitability. As a result of   
these factors and the general volatility of the futures interests markets,      
investors should view their investment as long term (at least 2 years) in order 
to permit a Trading Advisor's program to function over time. Further, a Trading 
Advisor may alter its programs from time to time in an attempt to better        
evaluate market movements. As a result of such periodic modifications, it is    
possible that the trading programs used by a Trading Advisor in the future may  
be different from those presently in use.                                       

              POSSIBLE CONSEQUENCE OF INCREASING ASSETS MANAGED BY A
TRADING ADVISOR. The total amount of funds being managed by each Trading Advisor
may be substantially increased by the addition of assets to a Partnership's     
account. There appears to be a tendency for the rates of return achieved by     
commodity trading advisors to diminish as equity under management increases.    
None of the Trading Advisors has agreed to limit the amount of additional equity
which it may manage. There can be no assurance whatsoever as to the effect such 
increased equity will have on performance. See "The Trading Advisors."          

                 LIMITED TERM OF MANAGEMENT AGREEMENTS MAY LIMIT ACCESS TO
THE TRADING ADVISORS. The Management Agreement with each Trading Advisor will   
not expire until October 31, 2001. Thereafter, unless otherwise terminated upon 
written notice from each Trading Advisor at least 30 days prior to the          
expiration of the respective Management Agreement, each such agreement shall be 
automatically renewed for additional one-year terms. In addition, each          
Management Agreement may be terminated by the Partnership at any time without   
penalty on prior written notice and may be terminated by either party in certain
circumstances. See "The Management Agreements." Upon the expiration or          
termination of a Management Agreement, the General Partner may be unable to     
enter into arrangements with the Trading Advisor or another Trading Advisor     
which are substantially similar to the Management Agreements described in this  
Prospectus.                                                                     

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                   POSSIBLE ADVERSE CONSEQUENCES OF CHANGING A TRADING ADVISOR
OR ITS TRADING PROGRAM. The General Partner may replace a Trading Advisor or    
instruct a Trading Advisor to reapportion Partnership assets among one or more  
of such Trading Advisor's other trading programs. Any such change in Trading    
Advisors and/or trading programs may be effected without prior notice to, or    
approval by, Limited Partners, who may not have the opportunity to review the   
performance record of a newly-appointed Trading Advisor prior to its appointment
or the updated performance record of such trading programs prior to their       
implementation. See "The Trading Advisors."                                     

                   TRADING DECISIONS BASED ON A TECHNICAL TRADING APPROACH MAY
NOT PERFORM UNDER CERTAIN MARKET CONDITIONS. Trading decisions of the Trading   
Advisor for each Partnership will initially be based on a "technical" trading   
program, as opposed to a "fundamental" trading program. Fundamental trading     
programs attempt to examine external factors (such as governmental policies,    
domestic and foreign political and economic events, changing trade prospects,   
and similar factors which affect the supply and demand for a particular futures 
interest) in order to predict future prices. Technical trading systems, however,
generate buy and sell signals which are not based on analysis of fundamental    
supply and demand factors, but rather are based, in most cases, upon a study of 
actual daily, weekly, and monthly price fluctuations, volume variations and     
changes in open interest and other related mathematical, statistical or         
quantitative data utilizing charts and/or computers.                            

                    The profitability of both technical and fundamental analysis
in futures interest trading generally depends upon the accurate forecasting of  
major price moves or trends in some futures interests. No assurance can be given
of the accuracy of the forecasts or the existence of some major price move. The 
best trading approach will not be profitable if there are sustained periods in  
which there are no price moves or trends of the kind the trading approach seeks 
to identify and follow. In the past, there have been periods without discernible
trends and, presumably, such periods will continue to occur in the future.      
Periods without such price moves may produce losses. Any factor which would     
lessen the prospect of major trends occurring in the future (such as increased  
governmental control of or participation in the markets) may reduce the prospect
that a particular trading approach will be profitable in the future. Moreover,  
any factor which would make it more difficult to execute trades at desired      
prices in accordance with a trading approach (such as a significant lessening of
liquidity in a particular market) would also be detrimental to profitability.   
Many other trading approaches utilize similar analyses in making trading        
decisions; therefore, bunching of buy and sell orders can occur which makes it  
more difficult for a position to be taken or liquidated. No assurance can be    
given that a Trading Advisor's trading program and trading decisions will be    
successful under all or any market conditions.                                  

                  A limiting factor in the use of technical analysis is that
such an approach generally requires price movement data which can be translated 
into price trends sufficient to dictate a market entry or exit decision. Any    
trading approach which is based upon such technical concepts may not perform    
well when futures interests markets are trendless or erratic, because a         
technical approach may fail to identify a trend on which action should be taken 
or it may react to minor price movements and thus establish a position contrary 
to overall price trends, which may result in losses. In addition, a technical   
trading approach may underperform other trading approaches when fundamental     
factors dominate price moves within a given market. For example, since technical
analysis generally does not take into account fundamental factors such as       
supply, demand, and political and economic events (except insofar as such       
factors may have influenced price and other technical data constituting input   
information for such approach), a technical trading approach may be unable to   
respond to fundamental causative events until after their impact has ceased to  
influence the markets; positions dictated by such resultant price movements may 
be incorrect in light of the fundamental factors then affecting the markets. See
"The Trading Advisors--General Description of Trading Approaches."              

TAXATION AND REGULATORY RISKS                                                   

              PARTNER'S TAX LIABILITY MAY EXCEED DISTRIBUTIONS. If a
Partnership has profits for a taxable year, such profit will be taxable to the  
Partners in accordance with their distributive shares of Partnership profit,    
whether or not the profit actually has been distributed to its Partners.        
Accordingly, United States federal income taxes (hereinafter "federal income    
tax") payable by Partners with respect to Partnership profit may exceed the     
amount of Partnership distributions, if any, for a taxable year. Further, a     
Partnership may sustain losses offsetting such profit in a succeeding taxable   
year, so that Partners may never receive the profit on which they were taxed in 
the prior year. See "Material Federal Income Tax Considerations."               

                 POSSIBLE LIMITATION ON DEDUCTION OF CERTAIN EXPENSES. The
deductibility of certain miscellaneous itemized deductions is limited to the    
extent such expenses exceed 2% of the adjusted gross income of an individual,   
trust or estate. In addition, certain of an individual's itemized deductions are
reduced by an amount equal to                                                   

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the lesser of (i) 3% of such individual's adjusted gross income over a certain  
threshold amount and (ii) 80% of such itemized deductions. Based upon the       
activities of the Partnerships, the General Partner has been advised by its     
legal counsel that in its opinion various expenses incurred by the Partnerships 
should not be subject to these limitations except to the extent that the United 
States Internal Revenue Service (the "Internal Revenue Service") promulgates    
regulations that so provide. Such advice is not binding on the Internal Revenue 
Service or any court. If a Partnership's expenses (including incentive fees)    
were treated as subject to these limitations, a Limited Partner's after-tax     
return could be significantly reduced. See "Material Federal Income Tax         
Considerations."                                                                

                  REDEMPTION OF UNITS MAY PRODUCE NEGATIVE TAX CONSEQUENCES.
Each Partnership will allocate taxable gains or losses to a Limited Partner who 
redeems a Unit generally to the extent such Limited Partner's capital account   
allocable to such Unit differs from the federal income tax basis allocable to   
such Unit. Gain or loss allocable to a Limited Partner as his distributive share
of Partnership gain or loss (including such distributive share arising from a   
special allocation upon redemption of Units) retains the same character as in   
the hands of the Partnership. Accordingly, this special allocation of           
Partnership gain or loss upon a redemption of Units may alter or modify the     
character of such Limited Partner's income arising from a redemption of Units   
(by reducing the amount of long-term capital gain recognized upon a receipt of  
redemption proceeds) and may accelerate the recognition of income by such       
Limited Partner. Further, no assurance can be given that the Internal Revenue   
Service will not challenge a Partnership's tax allocations (including the       
special allocation upon redemption of Units), and if such allocations are       
successfully challenged, the amount of income or loss allocated to the Limited  
Partners may be increased or reduced, or the character of such income or loss   
may be modified. See "Material Federal Income Tax Considerations."              

               TAX LAWS ARE SUBJECT TO CHANGE. It is possible that the
current federal income tax treatment accorded an investment in the Partnerships 
will be modified by legislative, administrative, or judicial action in the      
future. The nature of additional changes in federal income tax law cannot be    
determined prior to enactment of any new tax legislation or administrative or   
judicial action. However, such legislation could significantly alter the tax    
consequences and decrease the after-tax rate of return of an investment in the  
Partnerships. Prospective subscribers should seek, and must rely on, the advice 
of their own tax advisers with respect to the possible impact on their          
investments of any future proposed tax legislation or administrative or judicial
action.                                                                         

                   DEDUCTIBILITY OF PASSIVE LOSSES MAY BE LIMITED. Losses from
a passive activity ("passive losses") are generally disallowed to the extent    
such losses exceed income from all passive activities ("passive income").       
Pursuant to Proposed and Temporary Treasury Regulations, none of the            
Partnerships will be treated as a passive activity. Accordingly, a Limited      
Partner's distributive share of items of income, gain, deduction or loss from a 
Partnership will not be characterized as passive income or loss, and Partnership
gains allocable to the Limited Partners will not be available to offset passive 
losses from other investments. However, Partnership gains allocable to the      
Limited Partners will be available to offset losses with respect to "portfolio" 
investments, such as stocks and bonds. Moreover, any Partnership losses         
allocable to the Limited Partners will be available to offset other income,     
regardless of source. See "Material Federal Income Tax Considerations."         

                    POSSIBILITY OF TAX AUDIT. There can be no assurance that the
Partnerships' tax returns will not be audited by the Internal Revenue Service or
that adjustments to such returns will not be made as a result of such audits. If
an audit results in an adjustment, Limited Partners may be required to file     
amended returns (which may themselves also be audited) and to pay back taxes    
plus interest and/or penalties that may then be due. See "Material Federal      
Income Tax Considerations."                                                     

                    ABSENCE OF REGULATIONS APPLICABLE TO SECURITIES MUTUAL FUNDS
AND THEIR ADVISERS. None of the Partnerships is registered as an investment     
company or a "mutual fund" under the Investment Company Act of 1940, as amended 
(or any similar state law), and neither the General Partner nor any of the      
Trading Advisors is registered as investment advisers under the Investment      
Advisers Act of 1940, as amended (or any similar state law). Investors,         
therefore, are not accorded the protective measures provided by such            
legislation. However, in accordance with the provisions of the Commodity        
Exchange Act, as amended (the "CEAct"), the regulations of the CFTC thereunder  
and the NFA rules, the General Partner is registered as a commodity pool        
operator, each Trading Advisor is registered as a commodity trading advisor, and
DWR and CFI are each registered as a futures commission merchant, each subject  
to regulation by the CFTC and each a member of the NFA in such respective       
capacities.                                                                     

                  THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE
EXPLANATION OF ALL OF THE RISKS INVOLVED IN THIS OFFERING. POTENTIAL INVESTORS  
SHOULD READ THIS PROSPECTUS IN ITS ENTIRETY BEFORE DETERMINING WHETHER TO INVEST
IN THE UNITS.                                                                   

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CONFLICTS OF INTEREST 
RELATIONSHIP OF THE GENERAL PARTNER TO DWR AS COMMODITY BROKER                  

         The General Partner and DWR are each wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"). DWR, in acting as the
non-clearing Commodity Broker for each Partnership pursuant to a Customer       
Agreement, receives brokerage fees for futures interests transactions effected  
for each Partnership pursuant to the instructions of its Trading Advisor.       
Because the General Partner is an affiliate of DWR, there has been no           
arm's-length negotiation of the flat-rate brokerage fees charged to each        
Partnership (CFI's fees will be paid by DWR). Moreover, because of such         
relationship, the General Partner has a conflict of interest between its        
responsibilities to limit and reduce the brokerage fees paid by the Partnerships
and otherwise manage the Partnerships for the benefit of the Limited Partners   
and its interest in obtaining for DWR favorable brokerage fees, as well as a    
disincentive to replace DWR as the non-clearing Commodity Broker for the        
Partnerships. Most customers of DWR who maintain commodity trading accounts with
over $1,000,000 pay commissions at negotiated rates which are substantially less
than the rate which is paid by each Partnership. Nine of the 26 currently active
commodity pools for which Demeter acts as general partner are charged flat-rate 
asset-based brokerage fees, 16 of such commodity pools are charged brokerage    
fees on a roundturn brokerage commission basis (i.e., a charge for entering and 
exiting each futures interest transaction) and such fees are subject to a       
monthly asset-based cap, and one is charged on a roundturn brokerage commission 
basis without a monthly asset-based cap. See "The Commodity Brokers" and        
"Fiduciary Responsibility."                                                     

                  The General Partner selected each Trading Advisor and will
select any new Trading Advisors for the Partnerships. However, because the      
selection of Trading Advisors who engage in a high volume of trades will        
increase the costs to DWR, without DWR's receipt of an offsetting increase in   
revenue, the General Partner has an incentive to select Trading Advisors who    
engage in a low volume of trades.                                               

                   In addition, the Partnerships, DWR, and the General Partner
are affiliated entities. As a consequence of the foregoing, there is an absence 
of arm's-length negotiation with respect to some of the terms of, and there has 
been no independent due diligence conducted with respect to, this offering.     
However, the General Partner has a fiduciary duty under the Partnership Act to  
exercise good faith and fairness in all dealings on behalf of the Partnerships, 
including the Partnerships' dealings with DWR, as non-clearing Commodity Broker.
See "Fiduciary Responsibility." In addition, the Limited Partnership Agreements 
contain restrictions on the General Partner's ability to contract with its      
affiliates on behalf of the Partnerships. See "The Limited Partnership          
Agreements--Management of Partnership Affairs."                                 

                   While each Customer Agreement is nonexclusive, so that each
Partnership has the right to seek lower commission rates from other brokers at  
any time, the General Partner believes that the Customer Agreements and other   
arrangements between each Partnership and the Commodity Brokers are fair,       
reasonable and competitive, and represent the best price and services available,
considering the matters discussed in this paragraph below and in the immediately
following paragraph. DWR is subject to the risk and expense of organizing the   
Partnerships, offering the Units, and paying the Partnerships' ordinary         
administrative expenses. Further, the General Partner, an affiliate of DWR, will
provide ongoing services to the Partnerships, which include operating the       
Partnerships, monitoring the activity of each Trading Advisor, and administering
the redemption and Exchanges of Units; the General Partner also has financial   
obligations as the general partner of the Partnerships. A significant portion of
the brokerage fees paid to DWR by each Partnership will be paid by DWR to its   
employees and to MS & Co. (which is an affiliate of DWR, the General Partner and
MSDW) and any other Additional Sellers, for providing continuing assistance to  
Limited Partners to whom they have sold Units. Such DWR employees and Additional
Sellers who provide continuing advice to Limited Partners as to when and whether
to make additional investments or redeem or exchange Units may have a conflict  
of interest by reason of their receipt of a portion of the brokerage fees paid  
to DWR by the Partnerships. In addition, any employee of DWR or any Additional  
Seller effecting a Non-Series Exchange will immediately commence receiving a    
monthly gross sales credit on the Units purchased, even though they may not have
been entitled to a gross sales credit at that time with respect to the units    
redeemed from the other commodity pool for which the General Partner serves as a
General Partner. Thus, such DWR employees and Additional Sellers have a conflict
of interest by reason of the possibility of receiving a monthly gross sales     
credit at an earlier date than otherwise may have been the case.                

                  The General Partner will review the brokerage arrangements
at least annually to ensure that they are fair, reasonable and competitive, and 
that they represent the best price and services available, taking into          
consideration the size and trading activity of each Partnership and the services
provided, and costs, expenses, and risk borne, by DWR and the General Partner.  
See "The Commodity Brokers" and "Fiduciary Responsibility."                     

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              DWR and the General Partner may, from time to time, be
subject to conflicting demands in respect of their obligations to the           
Partnerships and other commodity pools and accounts. Certain pools may generate 
larger brokerage commissions, resulting in increased payments to DWR employees  
as described above. Since DWR employees may receive greater compensation from   
the sale of units of one pool over another, such employees are subject to a     
conflict of interest in providing advice to Limited Partners.                   

ACCOUNTS OF AFFILIATES OF THE GENERAL PARTNER, THE TRADING ADVISORS, AND THE    
COMMODITY BROKERS                                                               

                  While the General Partner does not trade futures interests
for its own account (other than indirectly as a consequence of its position as  
general partner of commodity pools), certain officers, directors and employees  
of the General Partner and the Commodity Brokers, and their affiliates,         
principals, officers, directors and employees, may trade futures interests for  
their own proprietary accounts. The records of such trading will not be         
available to Limited Partners. In addition, CFI is a large futures commission   
merchant, handling substantial customer business in physical commodities and    
futures interests, and is a clearing member of all of the major commodity       
exchanges in the United States. Thus, CFI may effect transactions for the       
account of a Partnership in which the other parties to such transactions are    
employees or affiliates of the General Partner, a Trading Advisor or CFI, or    
customers or correspondents of CFI. Such persons might also compete with a      
Partnership in bidding on purchases or sales of futures interests without       
knowing that such Partnership is also bidding. It is possible that transactions 
for the officers, directors, affiliates, employees, customers and correspondents
of the Commodity Brokers, a Trading Advisor or the General Partner might be     
effected when similar trades for one or more Partnerships are not executed or   
are executed at less favorable prices. In addition, certain of the officers and 
directors of the General Partner (who are also employees of and are compensated 
by DWR) may individually receive from DWR compensation and bonuses based on     
various factors, including brokerage fees generated by the Partnerships. See    
"The General Partner" and "The Commodity Brokers."                              

                  The Limited Partnership Agreements provide that, except as
described therein or in this Prospectus, no person may receive, directly or     
indirectly, any advisory, management, or incentive fee for investment advice who
shares or participates in per trade commodity brokerage commissions paid by the 
Partnerships. No commodity broker for the Partnerships may pay, directly or     
indirectly, rebates or "give ups" to the General Partner or any Trading Advisor,
and such prohibitions may not be circumvented by any reciprocal business        
arrangements.                                                                   

MANAGEMENT OF OTHER ACCOUNTS BY THE TRADING ADVISORS                            

               Each Management Agreement allows the Trading Advisor to
manage futures interests accounts in addition to the Partnership's account. Each
Trading Advisor and its principals and affiliates may at any time be trading    
their own proprietary accounts, advising accounts for other commodity pools     
and/or individual customers, and operating other commodity pools, and will      
continue such activities in the future. A Trading Advisor may also operate more 
than one trading program in its management of accounts, some of which programs  
may not be used in trading for a Partnership. Such other trading programs have  
in the past and may in the future experience significantly different performance
results than the programs used in trading for a Partnership. Each Trading       
Advisor is required to aggregate futures interests positions in other accounts  
managed by it with futures interests positions in the applicable Partnership's  
account for speculative position limit purposes. Such aggregation of positions  
could require the applicable Trading Advisor to liquidate or modify positions   
for all such accounts, and such liquidation or modification may adversely affect
such Partnership. A Trading Advisor may have a conflict of interest in rendering
advice because its compensation for managing some other accounts may exceed its 
compensation for managing the Partnership's account, and therefore may provide  
an incentive to favor such other accounts. Moreover, if a Trading Advisor makes 
trading decisions for such accounts and a Partnership's account at or about the 
same time, the Partnership may be competing with such other accounts for the    
same or similar positions. While the records of the accounts of the Trading     
Advisors and their principals and accounts managed by them will not be made     
available to Limited Partners, each Management Agreement permits the General    
Partner access to such records in order to determine that the Partnership's     
account is traded fairly. Each Management Agreement also provides that the      
Trading Advisor will deal with the Partnership in a fiduciary capacity to the   
extent recognized by applicable law and will not enter into transactions where  
it knowingly or deliberately favors itself or another client over the           
Partnership.                                                                    

CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS                                  

                   Each Partnership has opened a separate trading account with
each of the Commodity Brokers for its Trading Advisor pursuant to the           
Partnership's Customer Agreement with each Commodity Broker. Under the          

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Customer Agreements, all funds, futures interests and securities positions and  
credits carried for the Partnership are held as security for such Partnership's 
obligations to the Commodity Brokers; the margins required to initiate or       
maintain open positions will be as established by the Commodity Brokers from    
time to time; and the Commodity Brokers may close out positions, purchase       
futures interests, or cancel orders at any time they deem necessary for their   
protection, without the consent of the Partnership. Each Partnership also has   
agreed to indemnify and defend the Commodity Brokers and their stockholders,    
employees, officers, directors and affiliates against certain liabilities       
incurred by them by reason of acting as such Partnership's commodity broker.    
Each Commodity Broker, the General Partner or the Limited Partners of a         
Partnership by majority vote may terminate the brokerage relationship and close 
the Partnership's futures interests account at a Commodity Broker upon 60 days' 
prior written notice and under certain other circumstances. If so terminated,   
the Partnership would have to negotiate a new customer agreement with a         
commodity broker upon terms and conditions, including brokerage commission      
rates, which cannot now be determined.                                          

OTHER COMMODITY POOLS                                                           

                  The General Partner is or has been the general partner for
30 other commodity pools. DWR is the non-clearing commodity broker for 29 of    
such pools and several other commodity pools. Each may in the future establish  
and/or be the general partner or commodity broker for additional commodity      
pools, and any such pool may be said to be in competition with the Partnerships 
in that any one or more of such pools might compete with the Partnerships for   
the execution of trades.                                                        

FIDUCIARY RESPONSIBILITY

                Investors should be aware that the General Partner has a
fiduciary duty under the Partnership Act to the Limited Partners of each        
Partnership to exercise good faith and fairness in all dealings affecting such  
Partnership. The General Partner's fiduciary duty to the Limited Partners under 
each Limited Partnership Agreement is in accordance with the fiduciary duty owed
to limited partners by a general partner under Delaware law. The Limited        
Partnership Agreements prohibit the Limited Partners from limiting, by any      
means, the fiduciary duty of the General Partner owed to the Limited Partners   
under statutory or common law. In the event that a Limited Partner believes that
the General Partner has violated its responsibility, such Limited Partner may   
seek legal relief for himself and all other similarly situated Limited Partners 
or on behalf of the Partnership under the Partnership Act, the CEAct, applicable
federal and state securities laws and other applicable laws to recover damages  
from, or to require an accounting by, the General Partner. The Trading Advisor  
for each Partnership also has a fiduciary duty under applicable law to that     
Partnership.                                                                    

                    The Limited Partnership Agreements, the Customer Agreements,
the Selling Agreement and the Management Agreements generally provide that the  
General Partner, the Commodity Brokers, DWR (as selling agent), any Additional  
Seller, the Trading Advisors and their "affiliates" (as defined in each Limited 
Partnership Agreement) shall not be liable to a Partnership, the Limited        
Partners, or its or their successors or assigns, for any act, omission, conduct,
or activity undertaken by or on behalf of the Partnership which the General     
Partner, the Commodity Brokers, DWR (as selling agent), any Additional Seller,  
or the Trading Advisor, as applicable, determines, in good faith, to be in the  
best interests of the Partnership, unless such act, omission, conduct, or       
activity of or by the General Partner, the Commodity Brokers, DWR (as selling   
agent), any Additional Seller, the Trading Advisor or their affiliates, as      
applicable, constituted misconduct or negligence.                               

              Under the Limited Partnership Agreements, the Customer
Agreements, the Selling Agreement, and the Management Agreements, each          
Partnership has generally agreed to indemnify, defend, and hold harmless the    
General Partner, the Commodity Brokers, DWR (as selling agent), any Additional  
Seller, the Trading Advisor for such Partnership, and their respective          
affiliates from and against any loss, liability, damage, cost or expense        
(including attorneys' and accountants' fees and expenses incurred in defense of 
any demands, claims, or lawsuits) actually and reasonably incurred arising from 
acts, omissions, conduct, or activities undertaken by or on behalf of the       
Partnership, including, without limitation, any demands, claims, or lawsuits    
initiated by a Limited Partner (or assignee thereof), provided that (1) the     
General Partner, the Commodity Brokers, DWR (as selling agent), any Additional  
Seller, or the Trading Advisor, as applicable, has determined, in good faith,   
that the act, omission, conduct, or activity giving rise to the claim for       
indemnification was in or not opposed to the best interests of the Partnership, 
and (2) 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. Payment of any indemnity to such person by a Partnership would      
reduce the Net Assets of such Partnership. The General Partner does not carry   
insurance covering such potential losses and it is not contemplated that the    
Partnerships will carry liability insurance covering such potential losses or   
indemnification exposure.                                                       

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                 Notwithstanding the foregoing, in any action brought by a
Limited Partner in the right of a Partnership, the General Partner or any       
affiliate thereof may only be indemnified to the extent and subject to the      
conditions specified in the Partnership Act (which presently permits            
indemnification of any partner to the extent provided in the Limited Partnership
Agreement, as described in the immediately preceding paragraph). Also, no       
indemnification of the General Partner, the Commodity Brokers, DWR (as selling  
agent), any Additional Seller, the Trading Advisors, or their affiliates by a   
Partnership shall be permitted for losses, liabilities, or expenses arising from
or out of alleged violations of federal or state securities laws unless: (1)    
there has been a successful adjudication on the merits of each count involving  
alleged securities law violations as to the particular indemnitee, or (2) such  
claims have been dismissed with prejudice on the merits by a court of competent 
jurisdiction as to the particular indemnitee, or (3) 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. Note that, with  
respect to indemnification for liabilities arising under the 1933 Act for       
directors, officers or controlling persons of a Partnership or the General      
Partner, it is the opinion of the SEC that such indemnification is against      
public policy, as expressed in the 1933 Act, and is therefore unenforceable. The
CFTC has issued a statement of policy relating to indemnification of officers   
and directors of a futures commission merchant (such as DWR and CFI) and its    
controlling persons under which the CFTC has taken the position that whether    
such an indemnification is consistent with the policies expressed in the CEAct  
will be determined by the CFTC on a case-by-case basis.                         

DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP                                                     

                  Each Partnership is subject to substantial charges, all of
which are described in detail below. The charges described below are the same   
for each Partnership.                                                           

                                                        [Enlarge/Download Table]

            ENTITY                   FORM OF COMPENSATION               AMOUNT OF COMPENSATION         
------------------------------  ------------------------------  ---------------------------------------
                                                                                                       
The Trading Advisor...........  Monthly Management Fee.         A flat-rate monthly fee of 1/12 of 2%  
                                                                of the Partnership's Net Assets on the 
                                                                first day of each month (a 2% annual   
                                                                rate).                                 
                                Monthly Incentive Fee.          20% of the Trading Profits experienced 
                                                                by the Partnership as of the end of    
                                                                each calendar month.                   
DWR...........................  Monthly Brokerage Fee.          A flat-rate monthly fee of 1/12 of 7%  
                                                                of the Partnership's Net Assets (a 7%  
                                                                annual rate) as of the first day of    
                                                                each month. Such fee covers brokerage  
                                                                commissions, transaction fees and      
                                                                costs, and ordinary administrative and 
                                                                offering expenses.                     
Commodity Brokers.............  Financial benefit to DWR and    The aggregate of (i) the flat-rate     
                                CFI or their affiliates from    brokerage fee payable by the           
                                interest earned on the          Partnership, as described above, and   
                                Partnership's assets in excess  (ii) net excess interest and           
                                of the interest paid to the     compensating balance benefits to DWR   
                                Partnership and from            and CFI or their affiliates (after     
                                compensating balance treatment  crediting the Partnership with         
                                in connection with the          interest) will not exceed 14% annually 
                                designation of a bank or banks  of the Partnership's average month-end 
                                in which the Partnership's      Net Assets during a calendar year.     
                                assets are deposited.                                                  

1.     THE TRADING ADVISOR              

                 (a) Monthly Management Fee. Each Partnership will pay its
Trading Advisor a monthly management fee equal to 1/12 of 2% (a 2% annual rate) 
of such Partnership's Net Assets as of the first day of each month, whether or  
not the Partnership is profitable.                                              

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               For example, if the Net Assets of a Partnership equaled
$30,000,000 as of the first day of each month during the fiscal year, the       
Trading Advisor would receive an aggregate monthly management fee for the year  
of $600,000 ( 1/12 of 2% of $30,000,000 per month, or $50,000, times 12).       

                   If during any month a Partnership does not conduct business
operations or suspends trading or, as a result of an act or failure to act by   
its Trading Advisor, is otherwise unable to utilize the trading advice of such  
Trading Advisor on any of the trading days of that period for any reason, the   
management fee described above will be prorated based on the ratio that the     
number of trading days in the month in which a Partnership engaged in trading   
operations or utilized the trading advice of the Trading Advisor bears to the   
total number of trading days in the month. If a Management Agreement is         
terminated on a date other than the end of a calendar month, the management fee 
described above will be determined as if such date were the end of a month, but 
such fee will be prorated based on the ratio by which the number of trading days
in the month through the date of termination bears to the total number of       
trading days in the month.                                                      

                (b) Incentive Fee. Each Partnership will pay its Trading
Advisor a monthly incentive fee equal to 20% of Trading Profits experienced by  
the Partnership as of the end of each calendar month. "Trading Profits" is      
defined to mean net futures interests trading profits (realized and unrealized) 
earned on a Partnership's Net Assets, decreased by monthly management fees,     
brokerage fees, and any transaction fees and costs not included in the brokerage
fees (under the current Customer Agreements with the Commodity Brokers, the     
brokerage fees include all transaction fees and costs); with such Trading       
Profits and items of decrease determined from the end of the last calendar month
in which an incentive fee was earned by the Trading Advisor or, if no incentive 
fee has been earned previously by the Trading Advisor, from the date that the   
Partnership commenced trading, to the end of the month as of which such         
incentive fee calculation is being made. Extraordinary expenses of the          
Partnership, if any, will not be deducted in determining Trading Profits. No    
incentive fees will be paid on interest earned by any Partnership.              

             If any payment of incentive fees is made to a Trading
Advisor on account of Trading Profits and such Trading Advisor thereafter fails 
to earn Trading Profits or experiences losses for any subsequent incentive      
period, the Trading Advisor will be entitled to retain such amounts of incentive
fees previously paid to the Trading Advisor in respect of such Trading Profits. 
However, no subsequent incentive fees will be payable to the Trading Advisor    
until the Partnership has again earned Trading Profits; provided, however, that 
if the Partnership's Net Assets are reduced or increased because of redemptions 
or additions that occur at the end of or subsequent to an incentive period in   
which the Trading Advisor experiences a futures interests trading loss, the     
trading loss for that incentive period which must be recovered before the       
Trading Advisor will be deemed to experience Trading Profits will be equal to   
the amount determined by (x) dividing the Partnership's Net Assets after such   
increase or decrease by the Partnership's Net Assets immediately before such    
increase or decrease, and (y) multiplying that fraction by the amount of the    
unrecovered futures interests trading loss experienced in the month prior to    
such increase or decrease. In the event that the Partnership experiences a      
futures interests trading loss in more than one month without the payment of an 
intervening incentive fee and the Partnership's Net Assets are increased or     
reduced in more than one such month because of redemptions or additions, then an
adjustment to the trading loss for each such month will be made in accordance   
with the formula described above and such increased or reduced amount of futures
interests trading loss will be carried forward and used to offset subsequent    
futures interests trading profits.                                              

              Thus, for example, if a Trading Advisor earned Trading
Profits of $5,000,000 for the period ended September 30, 1998, the Trading      
Advisor would receive an incentive fee of $1,000,000 for that period. If,       
however, the Trading Advisor experiences realized and/or unrealized trading     
losses, or fees offset trading profits, so as to result in a $500,000 loss for  
the period ended October 31, 1998, no incentive fee will be paid to the Trading 
Advisor for that period. If the Trading Advisor is to earn an incentive fee for 
the following period ending November 30, 1998, the Trading Advisor will have to 
earn Trading Profits exceeding $500,000 for that period, since the incentive fee
is payable based upon Trading Profits measured from the last period for which an
incentive fee was paid (i.e., September 30), and not from the immediately       
preceding period. For the period ended November 30, 1998, Trading Profits would 
be equal to the amount of profits in excess of $500,000. The Trading Advisor    
would receive an incentive fee for such period equal to 20% of such Trading     
Profits. (The foregoing example assumes no redemptions or additional purchases  
of Units during the periods in question, which would require adjustments as     
described above.)                                                               

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2.     COMMODITY BROKERS                

                (a) Brokerage Fees. Commodity brokerage fees for futures
interests trades are often paid on the completion or liquidation of a trade and 
are referred to as "roundturn commissions," which cover both the initial        
purchase (or sale) of a futures interest and the subsequent offsetting sale (or 
purchase). However, pursuant to the Customer Agreements with the Commodity      
Brokers, the Partnerships will not pay commodity brokerage commissions on a     
per-trade basis, but rather will pay DWR a monthly flat-rate brokerage fee based
on their Net Assets. This fee will be 1/12 of 7% of the Partnership's Net Assets
as of the first day of each month (a 7% annual rate). DWR will receive such     
brokerage fees, irrespective of the number of trades executed on a Partnership's
behalf.                                                                         

                  From the flat-rate brokerage fees received by it, DWR will
pay or reimburse the Partnerships for all fees and costs of CFI for executing   
trades by the Partnerships, including floor brokerage fees, exchange fees,      
clearinghouse fees, NFA fees, "give up" fees, any taxes (other than income      
taxes), any third party clearing costs incurred by CFI, costs associated with   
taking delivery of futures interests, and fees for execution of forward contract
transactions. DWR will also pay, from the flat-rate brokerage fee received from 
each Partnership, the ordinary administrative and Continuing Offering expenses  
of each Partnership. Ordinary administrative expenses include legal, accounting 
and auditing expenses, printing and mailing expenses, and filing fees incurred  
in preparing reports, notices and tax information to Limited Partners and       
regulatory bodies. Continuing Offering expenses include the cost of legal,      
accounting and auditing fees, printing costs, solicitation and marketing costs  
and other related fees and expenses.                                            

               Such payments to DWR are compensation, in part, for the
risks of organizing the Partnerships and conducting the initial and continuing  
offerings. Specifically, DWR will pay all of the costs incurred in connection   
with the organization of the Partnerships and the Initial Offering of Units     
(estimated to be $1,000,000 in the aggregate), and will pay the costs of the    
Continuing Offering. The Partnerships will not reimburse DWR for any such       
organization and offering costs, and while DWR may recoup such costs from the   
brokerage fees paid by each Partnership, the Partnerships will not be liable for
any such costs at any time. Additionally, the General Partner, an affiliate of  
DWR, provides ongoing services to the Partnerships, which include evaluating,   
retaining, monitoring and terminating Trading Advisors for the Partnerships and 
administering the redemption and exchange of Units. Such fee also enables DWR to
compensate its employees, MS & Co. and any other Additional Sellers who provide 
continuing services to Limited Partners to whom they have sold Units. See "The  
Commodity Brokers--Brokerage Arrangements" and "Plan of Distribution."          

              While each Partnership pays a flat-rate brokerage fee,
rather than "roundturn commissions" on each trade, it is estimated, based upon  
each Trading Advisor's historical trading, that such flat-rate brokerage fees   
would translate into roundturn commissions ranging from approximately $35-50 for
each Partnership. NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OF   
THE FOREGOING ESTIMATE, AS IT IS ENTIRELY DEPENDENT ON THE NUMBER OF            
TRANSACTIONS EFFECTED BY THE TRADING ADVISOR FOR EACH PARTNERSHIP.              

                (b) Financial Benefits. DWR and CFI may benefit from the
interest crediting arrangements and possible compensating balance treatment in  
connection with its designation of a bank or banks in which the Partnerships'   
assets are deposited. See "Investment Programs, Use of Proceeds and Trading     
Policies."                                                                      

3.     EXTRAORDINARY EXPENSES                                                   

              Each Partnership is obligated to pay any extraordinary
expenses it may incur. Extraordinary expenses will be determined in accordance  
with generally accepted accounting principles, which generally include events   
that are both unusual in nature and occur infrequently.                         

4.     EXPENSE LIMITATIONS                                                      

                    No increase in any of the management, incentive or brokerage
fees payable by a Partnership may take effect until the first business day      
following a Redemption Date, provided that: (i) notice of such increase is      
mailed to each Limited Partner in such Partnership at least five business days  
prior to the last date on which a "Request for Redemption" must be received by  
the General Partner with respect to the applicable Redemption Date; (ii) such   
notice describes the redemption and voting rights of Limited Partners; and (iii)
Limited Partners redeeming Units at the first Redemption Date following such    
notice will not be subject to any redemption charges. Notwithstanding the       
foregoing, in accordance with guidelines applied by certain state securities    
regulators (see "Glossary--Blue Sky Glossary"), each Partnership's fees and     
expenses are subject to the following limits: (a) the                           

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aggregate of (i) the management fees payable by the Partnership, and (ii) the   
Partnership's customary and routine administrative expenses (other than         
commodity brokerage commissions or fees, transaction fees and costs, incentive  
fees, legal and auditing fees and expenses, and extraordinary expenses), shall  
not exceed 1/2 of 1% of the Partnership's Net Assets per month, or 6% of the    
Partnership's Net Assets annually; (b) the incentive fee payable by the         
Partnership to a Trading Advisor shall not exceed 15% of the Partnership's      
Trading Profits, provided that such incentive fee may be increased by 2% for    
each 1% by which the aggregate fees and expenses described in clause (a) of this
sentence are below the 6% of Net Assets annual limit thereon (e.g., if such fees
and expenses are limited to 3% of Net Assets, the maximum incentive fee payable 
may be increased to 21%); (c) if the Partnership were to pay roundturn brokerage
commissions, such brokerage commissions (excluding transaction fees and costs)  
payable by the Partnership to any commodity broker for the Partnership shall not
exceed 80% of such commodity broker's published non-member rates for speculative
accounts; and (d) the aggregate of (i) the brokerage commissions or fees payable
by the Partnership to any commodity broker for the Partnership, (ii) any        
transaction fees and costs payable by the Partnership, and (iii) the net excess 
interest and compensating balance benefits to any commodity broker for the      
Partnership (after crediting the Partnership with interest) shall not exceed 14%
annually of the Partnership's average month-end Net Assets during such calendar 
year. The General Partner or an affiliate thereof will pay any fees and expenses
in excess of any such limits.                                                   

REDEMPTION CHARGES TO LIMITED PARTNERS                                          

                  Persons who have been Limited Partners in a Charter Series
Partnership for more than six months may redeem all or part of their Units at   
any month-end in the manner described in this Prospectus.                       

                    Subject to certain exceptions, Units redeemed on or prior to
the last day of the twelfth month after such Units were purchased will be       
subject to a redemption charge equal to 2% of the Net Asset Value of a Unit on  
the Redemption Date (as defined below). Units redeemed after the last day of the
twelfth month and on or prior to the last day of the twenty-fourth month after  
which such Units were purchased will be subject to a redemption charge equal to 
1% of the Net Asset Value of a Unit on the Redemption Date. Units redeemed after
the last day of the twenty-fourth month after which such Units were purchased   
will not be subject to a redemption charge. The foregoing redemption charges    
will be paid to DWR. For a more detailed discussion, including exceptions to    
such charges, see "Redemptions."                                                

BREAK-EVEN ANALYSIS                                                             

             Based upon the Net Asset Value per Unit of $10 at the
Initial Closing, each Partnership must earn estimated net trading profits (after
taking into account estimated interest income based upon current rates of 5%) of
4.2% of its average annual Net Assets in order to offset Partnership expenses,  
and 6.2% to offset Partnership expenses and the 2% redemption charge if Units   
are redeemed at the end of the first year of investment. This assumes that a    
Trading Advisor's gross profits equal expenses and interest income is greater   
than the redemption fee, such that no incentive fees are earned by the Trading  
Advisor.                                                                        

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             Based upon the Net Asset Value per Unit of $10 at the
Initial Closing, each Partnership must earn estimated net trading profits of    
$0.62 per Unit in order for a Limited Partner to recoup its initial investment  
upon redemption of a Unit at the end of one year after payment by a Partnership 
of its expenses and payment of the 2% redemption charge (as calculated below).  

                                                        [Enlarge/Download Table]

                                              CHARTER                     CHARTER                     CHARTER               
                                               GRAHAM                     MILLBURN                     WELTON               
                                          --------------------------  --------------------------  --------------------------
                                                                                                                            
                                                 $                           $                           $                  
Selling Price per Unit(1)................            10.00                       10.00                       10.00          
Management Fee(2)........................              .20                         .20                         .20          
Brokerage Fee(3).........................              .70                         .70                         .70          
Less Interest Income(4)..................             (.48)                       (.48)                       (.48)         
Redemption Fee(5)........................              .20                         .20                         .20          
Incentive Fee(6).........................               --                          --                          --          
Amount of Trading Income Required for a                                                                                     
        Limited Partner to Recoup its                                                                                       
        Investment at the End of                                                                                            
        One Year.........................              .62                         .62                         .62          
Percentage of Selling Price per Unit.....              6.2%                        6.2%                        6.2%         

------------------------------------------------                                
Notes                                                                           

(1)     Units are offered for sale at the Initial Closing at $10 per Unit. Units
    that remain unsold following the Initial Closing will be offered for
   sale at Monthly Closings held as of the last day of each month at a
      purchase price equal to 100% of the Net Asset Value of the Unit at the
close of business as of the date of the Monthly Closing.        

(2)     Monthly management fees are equal to 1/12 of 2% (a 2% annual rate) of   
Net Assets on the first day of each month.                      

(3)     The brokerage fee is a flat-rate monthly fee of 1/12 of 7% (a 7% annual 
     rate) of Net Assets as of the first day of the month. Such fee covers
      all brokerage fees and transaction fees and costs (including "give up"
and transfer fees).                                             

(4)     DWR will credit each Partnership with interest income at month-end at   
 the rate earned by DWR on its U.S. Treasury bill investments with
        customer segregated funds as if 100% of each Partnership's average daily
        funds (including cash and securities) held in such Partnership's account
      with DWR during the month were invested in U.S. Treasury bills at such
    rate. In addition, DWR will credit each Partnership with 100% of the
        interest income DWR receives from CFI with respect to such Partnership's
   assets deposited as margin with CFI. For purposes of the break-even
calculation, it was estimated that approximately 80% of each    
        Partnership's average daily funds maintained in trading accounts will be
       on deposit with DWR and earn interest income at a rate of approximately
        5%, and that approximately 20% of each Partnership's average daily funds
       maintained in trading accounts will be on deposit with CFI and generate
interest income at a rate of approximately 4%.                  

(5)     Units redeemed at the end of one year from the date of purchase are     
subject to a 2% redemption charge.                              

(6)     Incentive fees are assumed to be zero because (i) interest income is    
       greater than the redemption fee and (ii) each Trading Advisor's trading
profits equal expenses.                                         

                  The General Partner will furnish to each Limited Partner a
monthly statement describing the performance of each Partnership and setting    
forth, among other things, aggregate management and incentive fees, brokerage   
fees, and extraordinary expenses, if any, incurred or accrued by each           
Partnership during the month and certain other information concerning the Net   
Asset Value of a Unit of each Partnership. See "The Limited Partnership         
Agreements--Reports to Limited Partners."                                       

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INVESTMENT PROGRAMS, USE OF PROCEEDS AND TRADING POLICIES 

              Each Partnership was formed to engage primarily in the
speculative trading of futures and forward contracts, options on futures        
contracts and on physical commodities, and other commodity interests, including 
foreign currencies, financial instruments, precious and industrial metals,      
energy products, and agriculturals (collectively, "futures interests"). The     
entire proceeds of the Initial Offering and Continuing Offering received by each
Partnership from the sale of its Units and the continuing capital contributions 
of the General Partner to each Partnership will be deposited in separate        
commodity trading accounts established by DWR and CFI for the Trading Advisors  
for each Partnership. All of the funds in a Partnership's trading accounts will 
be used to engage in futures interests trading pursuant to instructions provided
by the Trading Advisor. DWR will transfer Partnership funds to CFI to margin    
futures interests trades effected with and through CFI as clearing broker and   
foreign currency forward counterparty for each Partnership. Each Partnership's  
margin commitments with respect to its U.S. commodity futures positions are     
anticipated to range between 10% and 40% of Net Assets, although in certain     
circumstances, a Partnership's margin levels could deviate substantially from   
that range in the future. See "Risk Factors--Risks Relating to Futures Interests
Trading and the Futures Interests Markets--Futures Interests Trading is Highly  
Leveraged." The Partnerships' assets held by DWR and CFI will be segregated or  
secured in accordance with the CEAct and CFTC regulations. The Partnerships'    
trading on various United States futures exchanges is subject to CFTC regulation
and the rules of the applicable exchanges. The Partnerships' trading on foreign 
futures exchanges is subject to regulation by foreign regulatory authorities and
the rules of the applicable exchange. The Partnerships may each trade different 
types of futures interests, on both domestic and foreign markets. The           
Partnerships may trade on the following foreign futures exchanges: the Deutsche 
Terminborse, the Hong Kong Futures Exchange Ltd., the International Petroleum   
Exchange of London, the Italian Derivatives Market, the London International    
Financial Futures Exchange Ltd., the London Metals Exchange, the Marche a Terme 
International de France, the London Securities and Derivatives Exchange, the    
MEFF Renta Fija, the MEFF Renta Variable, the Montreal Exchange, the Singapore  
International Monetary Exchange, the New Zealand Futures and Options Exchange,  
the Swiss Options and Financial Futures Exchange A.G., the Sydney Futures       
Exchange, the Tokyo Grain Exchange, the Tokyo International Futures Exchange,   
the Tokyo Stock Exchange and the Winnipeg Commodity Exchange. From time to time 
the Partnerships may trade on other foreign exchanges. From time to time in     
connection with foreign futures and options contracts, the Partnerships' assets 
may be deposited in accounts with non-United States banks and foreign brokers   
which are segregated on the books of such banks or brokers for the benefit of   
CFI customers. All such non-United States banks and foreign brokers will be     
qualified depositories pursuant to relevant CFTC Advisories. Such non-United    
States banks will be subject to the local bank regulatory authorities, and the  
foreign brokers will be members of the exchanges on which the futures and option
trades are to be executed and will be subject to the regulatory authorities in  
the jurisdictions in which they operate. The protections provided by such       
foreign regulatory authorities may differ significantly from those provided by  
United States regulators. See "Risk Factors--Risks Relating to Futures Interests
Trading and the Futures Interests Markets--Special Risks Associated with Forward
Trading" and "--Special Risks Associated with Trading on Foreign Exchanges."    

                The Trading Advisor for each Partnership is obligated to
invest in accordance with the trading policies applicable to such Partnership.  
These trading policies provide, among other things, that a Trading Advisor may  
commit as margin up to, but no more than, a certain percentage of funds under   
management.                                                                     

                DWR will credit each Partnership with interest income at
each month-end at the rate earned by DWR on its U.S. Treasury bill investments  
with customer segregated funds as if 100% of each Partnership's average daily   
funds (including cash and securities) held in such Partnership's account with   
DWR during the month were invested in U.S. Treasury bills at such rate. In      
addition, DWR will credit each Partnership with 100% of the interest income DWR 
receives from CFI with respect to such Partnership's assets deposited as margin 
with CFI. It is anticipated that approximately 80% of each Partnership's average
daily funds maintained in trading accounts will be on deposit with DWR and that 
approximately 20% of each Partnership's average daily funds maintained in       
trading accounts will be on deposit with CFI, although such percentages will    
vary from time to time. DWR and CFI will retain any interest earned in excess of
the interest paid by DWR to the Partnerships. To the extent that the assets of  
each Partnership are held in non-interest-bearing bank accounts, DWR and CFI or 
their affiliates may benefit from compensating balance treatment in connection  
with their designation of a bank or banks in which the Partnerships' assets are 
deposited, i.e., DWR and CFI or their affiliates may receive favorable loan     
rates from such bank or banks by reason of such deposits. While it is           
anticipated that such compensating balance benefits will exceed the interest    
credited to each Partnership, it is estimated that they should not exceed 4% of 
each Partnership's annual average Net Assets after such credits. To the extent  
that                                                                            

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such excess interest and compensating balance benefits to DWR and CFI or their  
affiliates exceed the interest DWR is obligated to credit to the Partnerships,  
they will not be shared with the Partnerships. Notwithstanding the foregoing,   
the aggregate of (i) brokerage fees payable by a Partnership, and (ii) the net  
excess interest and compensating balance benefits to DWR and CFI or their       
affiliates (after crediting the Partnership with interest as described above)   
cannot exceed 14% annually of a Partnership's average month-end Net Assets      
during each calendar year.                                                      

                  The assets of the Partnerships are not commingled with the
assets of one another or any other entity. Margin deposits and deposits of      
assets with a commodity broker do not constitute commingling.                   

INVESTMENT PROGRAMS OF EACH CHARTER SERIES PARTNERSHIP                          

               The Charter Series, a series of related managed futures
funds, offers the investor a choice of managed futures funds, each with a       
different Trading Advisor and trading approach, and the opportunity to shift    
investments among such funds. The Charter Series presently consists of three    
Delaware limited partnerships organized pursuant to the form of Limited         
Partnership Agreement attached hereto as Exhibit A. Demeter is the general      
partner and commodity pool operator ("CPO") of each Partnership. See "The       
General Partner."                                                               

               The investment objective of each Partnership is capital
appreciation of its assets through speculative trading in futures interests.    

                 The selection of the Trading Advisor for each Partnership
was based on a review of each Trading Advisor's trading programs, experience and
trading performance, including the level of volatility in performance           
experienced by each Trading Advisor in the past. Although these factors are     
obtained from past trading performance, the General Partner believes such       
factors have some value in evaluating the potential trading success of a Trading
Advisor; however, future performance may be completely different. See "Risk     
Factors" and "The Futures, Options and Forwards Markets." THE GENERAL PARTNER IS
NOT PREDICTING OR GUARANTEEING ANY LEVEL OF PERFORMANCE OR RISK BY ANY          
PARTNERSHIP. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  

MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.                                  

                  The Trading Advisor for Morgan Stanley Dean Witter Charter
Graham L. P. ("Charter Graham") is Graham Capital Management, L.P. ("GCM").     

                   GCM is a Delaware limited partnership formed in 1994 and is
registered as a commodity trading advisor ("CTA") and CPO with the CFTC and is a
member of the NFA in such capacities. The assets of Charter Graham will         
initially be traded pursuant to GCM's Global Diversified Program at 1.5 times   
the leverage it normally applies for such program. This program has been traded 
since July 1994, and relies primarily on computerized trading models to         
participate in approximately 70 global markets. Subject to the prior approval of
the General Partner, GCM may, at any time, trade some or all of the             
Partnership's assets among one or more of GCM's other programs and/or GCM's     
discretionary trading approach, and at an increased or reduced rate of leverage.
As of May 31, 1998, GCM was managing approximately $399 million of client assets
pursuant to the Global Diversified Program (notional funds included) and        
approximately $556 million in all of its programs (notional funds included).    

             A full description of GCM, its principals and trading
programs is included in "The Trading Advisors--Morgan Stanley Dean Witter       
Charter Graham L.P." Read "The Trading Advisors" carefully before you decide to 
invest. See "Risk Factors--Risks Relating to the Partnerships and the Offering  
of Units--Past Performance Not Necessarily Indicative of Future Results."       

MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.                                

                  The Trading Advisor for Morgan Stanley Dean Witter Charter
Millburn L.P. ("Charter Millburn") is Millburn Ridgefield Corporation ("MRC").  

           MRC is a Delaware corporation formed in 1982 and is
registered as a CTA and CPO with the CFTC and is a member of the NFA in such    
capacities. The assets of Charter Millburn will initially be traded pursuant to 
MRC's Diversified Portfolio, which has been traded since February 1971, and     
which trades a portfolio of approximately 50 markets in the following sectors:  
currencies, precious and industrial metals, debt instruments, stock indices,    
agricultural commodities and energy. Subject to the prior approval of the       
General Partner, MRC may, at any time, trade some or all of the Partnership's   
assets among one or more of MRC's other programs. As of May 31, 1998, MRC was   
managing approximately $404 million of client assets pursuant to the            

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Diversified Portfolio (notional funds excluded) and approximately $721 million  
in all of its programs (notional funds excluded).                               

             A full description of MRC, its principals and trading
programs is included in "The Trading Advisors--Morgan Stanley Dean Witter       
Charter Millburn L.P." Read "The Trading Advisors" carefully before you decide  
to invest. See "Risk Factors--Risks Relating to the Partnerships and the        
Offering of Units--Past Performance Not Necessarily Indicative of Future        
Results."                                                                       

MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.                                  

                  The Trading Advisor for Morgan Stanley Dean Witter Charter
Welton L.P. ("Charter Welton") is Welton Investment Corporation ("WIC").        

             WIC is a Delaware corporation which was merged from a
California corporation which was originally formed in 1988, and is registered as
a CTA and CPO with the CFTC and is a member of the NFA in such capacities. The  
assets of Charter Welton will initially be traded pursuant to WIC's Diversified 
Portfolio, which has been traded since April 1992, and which relies primarily on
exposure to a wide spectrum of futures markets. Subject to the prior approval of
the General Partner, WIC may, at any time, trade some or all of the             
Partnership's assets among one or more of WIC's other programs. As of May 31,   
1998, WIC was managing approximately $111 million (notional funds excluded) of  
client assets pursuant to its Diversified Portfolio and approximately $139      
million (notional funds excluded) in all of its programs.                       

             A full description of WIC, its principals and trading
programs is included in "The Trading Advisors--Morgan Stanley Dean Witter       
Charter Welton L.P." Read "The Trading Advisors" carefully before you decide to 
invest. See "Risk Factors--Risks Relating to the Partnerships and the Offering  
of Units--Past Performance Not Necessarily Indicative of Future Results."       

             Each Partnership conducts its business separately and
independent of the other Partnerships.                                          

ADDITIONAL PARTNERSHIPS                                                         

                  In the future, additional partnerships may be added to the
Charter Series and units of limited partnership interest of such partnerships   
may be offered pursuant to an updated version of, or supplement to, this        
Prospectus. Such partnerships will each have a different Trading Advisor and may
have substantially different trading approaches or fee structures. A Limited    
Partner should carefully review such updated version of or supplement to this   
Prospectus describing any such partnership before making the decision to        
purchase units of any such partnership.                                         

TRADING POLICIES                                                                

                   Each Partnership requires its Trading Advisor to manage the
Partnership's funds in accordance with trading policies set forth in its Limited
Partnership Agreement. The trading policies for each Partnership are as follows:

                     1. The Trading Advisor will trade only in those futures
interests that have been approved by the General Partner. The Partnership 
 normally will not establish new positions in a futures interest for any one
 contract month or option if such additional positions would result in a net
long or short position for that futures interest requiring as margin or   
premium more than 15% of the Partnership's Net Assets.                    

                      2. The Partnership will not acquire additional positions
in any futures interest if such additional positions would result in the  
  aggregate net long or short positions for all futures interests requiring as
margin or premium for all outstanding positions more than 66 2/3% of the  
  Partnership's Net Assets. Under certain market conditions, such as an abrupt
  increase in margins required by a commodity exchange or its clearinghouse or
 an inability to liquidate open positions because of daily price fluctuation
  limits, or both, the Partnership may be required to commit as margin amounts
in excess of the foregoing limit. In such event, the Trading Advisor will 
reduce its open positions to comply with the foregoing limit before       
initiating new positions.                                                 

                3. The Partnership will trade currencies and other
commodities in the interbank and forward contract markets only with banks,
   brokers, dealers, and other financial institutions which the General Partner,
in conjunction with DWR, has determined to be creditworthy. In determining
the creditworthiness of a counterparty to a forward contract, the General 
Partner and DWR will consult with the Corporate Credit Department of DWR. 

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                       4. The Trading Advisor will not generally take a position
  after the first notice day in any futures interest during the delivery month
 of that futures interest, except to match trades to close out a position on
 the interbank foreign currency or other forward markets or liquidate trades
in a limit market.                                                        

                      5. The Partnership will not employ the trading technique
commonly known as "pyramiding," in which the speculator uses unrealized   
profits on existing positions in a given futures interest due to favorable
  price movement as margin specifically to buy or sell additional positions in
   the same or a related futures interest. Taking into account the Partnership's
 open trade equity on existing positions in determining generally whether to
acquire additional futures interest positions on behalf of the Partnership
will not be considered to constitute "pyramiding."                        

                      6. The Partnership will not under any circumstances lend
   money to affiliates or otherwise. The Partnership will not utilize borrowings
  except if the Partnership purchases or takes delivery of commodities. If the
  Partnership borrows money from the General Partner or any affiliate thereof,
the lending entity in such case (the "Lender") may not receive interest in
 excess of its interest costs, nor may the Lender receive interest in excess
 of the amounts which would be charged the Partnership (without reference to
 the General Partner's financial abilities or guarantees) by unrelated banks
   on comparable loans for the same purpose, nor may the Lender or any affiliate
 thereof receive any points or other financing charges or fees regardless of
the amount. Use of lines of credit in connection with its forward trading 
does not, however, constitute borrowing for purposes of this trading      
limitation.                                                               

                  7. The Partnership will not permit "churning" of the
Partnership's assets.                                                     

                  8. The Partnership will not purchase, sell, or trade
   securities (except securities approved by the CFTC for investment of customer
funds). The Partnership may, however, trade in futures contracts on       
securities and securities indexes, options on such futures contracts, and 
other commodity options.                                                  

                    Material changes to the Trading Policies described above may
be made only with the prior written approval of Limited Partners owning more    
than 50% of Units then outstanding. The General Partner will notify the Limited 
Partners within seven business days after any material change in the            
Partnership's Trading Policies so approved by the Limited Partners.             

              The Trading Policies above are applicable to the three
Partnerships offering Units hereby. In the future, new partnerships added to the
Charter Series may have substantially different trading policies. There is no   
obligation on the part of any new partnership of the Charter Series to conform  
its trading policies to those set forth above.                                  

CAPITALIZATION

                 The following table sets forth the capitalization of each
Partnership as of the date of this Prospectus and the pro forma capitalization  
of each Partnership adjusted to reflect (i) the proceeds (at the initial        
offering price of $10 per Unit) from the sale during the Initial Offering Period
of the minimum number of Units of each Partnership (400,000) and the maximum    
number of Units of each Partnership (3,000,000) offered by this Prospectus, and 
(ii) the capital contribution required of the General Partner based on such     
capitalization of each Partnership. There will be no difference insofar as      
sharing of profits and losses are concerned between Units of Limited Partnership
Interest and Units of General Partnership Interest.                             

                                                                [Download Table]

                                                           PRO FORMA(1)            
                                                -----------------------------------
                                                  SALE OF               SALE OF    
                                   OUTSTANDING  MINIMUM UNITS         MAXIMUM UNITS
                                   -----------  -------------         -------------
                                                                                   
                                      $              $                     $       
Charter Graham                                                                     
Limited Partnership Interest                                                       
        (2).......................      10         4,000,000            30,000,000 
General Partnership Interest                                                       
        (3).......................      10            41,000               304,000 
Charter Millburn                                                                   
Limited Partnership Interest                                                       
        (2).......................      10         4,000,000            30,000,000 
General Partnership Interest                                                       
        (3).......................      10            41,000               304,000 
Charter Welton                                                                     
Limited Partnership Interest                                                       
        (2).......................      10         4,000,000            30,000,000 
General Partnership Interest                                                       
        (3).......................      10            41,000               304,000 

------------------------------------------------                                

(1)     The pro forma amounts shown assume that all Units are sold at the       
 initial offering price of $10 per Unit. Subsequent to the Initial
      Closing, unsold Units will be offered on a continuing basis at Monthly
      Closings for sale at a price equal to 100% of the Net Asset Value of a
Unit as of the close of business on the date of such            

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        Monthly Closing. The actual proceeds from such sale will depend upon the
Net Asset Value per Unit at the time of sale.                   

(2)     The $10 Limited Partnership Interests shown as outstanding represent the
    interests of Mark J. Hawley (President and a Director of the General
Partner) acquired by him as the initial Limited Partner of each 
    Partnership; each such interest was acquired in order to permit each
Partnership to be organized as a limited partnership under the  
   Partnership Act. At the Initial Closing, each such interest will be
 redeemed and $10 will be returned to the initial Limited Partner.

(3)     The $10 General Partnership Interests shown as outstanding reflect the  
       initial capital contribution to each Partnership by the General Partner
   to permit each Partnership to be organized as a limited partnership
       under the Partnership Act. The General Partner has agreed to contribute
        to each Partnership, in $1,000 increments at each Closing, an additional
    amount in cash as is necessary to make the General Partner's capital
 contribution at least equal to the greater of (a) 1% of aggregate
capital contributions to the Partnership (including the General 
      Partner's contribution) and (b) $25,000. Such additional contributions
     by the General Partner need not exceed the amount described above and
    shall be evidenced by Units of General Partnership Interest, each of
which will have a Net Asset Value per Unit equal to that of each
   Partnership's Net Asset Value per Unit at the date of such Closing.
  Under certain conditions and where modification will not adversely
       affect the interests of Limited Partners, the General Partner's minimum
     investment requirements may be modified by the General Partner at its
option without notice to or the consent of the Limited Partners.

THE GENERAL PARTNER 

               The general partner and commodity pool operator of each
Partnership is Demeter Management Corporation, a Delaware corporation formed on 
August 18, 1977 to act as a CPO ("Demeter" or the "General Partner"). Effective 
in 1977, the General Partner became registered with the CFTC as a CPO and is    
currently a member of the NFA in such capacity. The General Partner's main      
business office is located at Two World Trade Center, 62nd Floor, New York, New 
York 10048, telephone (212) 392-8899. The General Partner, DWR and MS & Co. are 
wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"), which is
a publicly-owned company. MSDW, DWR, and the General Partner each may be deemed 
to be a "parent" and "promoter" of the Partnerships within the meaning of the   
federal securities laws.                                                        

                  The General Partner is or has been the general partner and
CPO for 30 other commodity pools--Dean Witter Reynolds Commodity Partners       
("Commodity Partners"), Columbia Futures Fund ("Columbia"), Dean Witter         
Cornerstone Fund I ("Cornerstone I"), Dean Witter Cornerstone Fund II           
("Cornerstone II"), Dean Witter Cornerstone Fund III ("Cornerstone III"), Dean  
Witter Cornerstone Fund IV ("Cornerstone IV"), Dean Witter Diversified Futures  
Fund Limited Partnership ("Diversified"), Dean Witter Multi-Market Portfolio,   
L.P. (formerly Dean Witter Principal Guaranteed Fund L.P.) ("Multi-Market"),    
Dean Witter Diversified Futures Fund II L.P. ("Diversified II"), Dean Witter    
Principal Guaranteed Fund II L.P. ("Principal Guaranteed Fund II"), Dean Witter 
Principal Guaranteed Fund III L.P. ("Principal Guaranteed Fund III"), Dean      
Witter Principal Plus Fund L.P. (including Dean Witter Principal Plus Fund      
Management L.P., an affiliated pool, "Principal Plus"), Dean Witter Diversified 
Futures Fund III L.P. ("Diversified III"), Dean Witter Portfolio Strategy Fund  
L.P. (formerly Dean Witter Principal Secured Futures Fund L.P.) ("Portfolio     
Strategy"), Dean Witter Spectrum Select L.P. (formerly Dean Witter Select       
Futures Fund L.P.) ("Spectrum Select"), Dean Witter Global Perspective Portfolio
L.P. ("Global"), Dean Witter World Currency Fund L.P. ("World Currency"), DWFCM 
International Access Fund L.P. ("IAF"), Dean Witter Spectrum Strategic L.P.     
("Spectrum Strategic"), Dean Witter Spectrum Global Balanced L.P. (formerly Dean
Witter Spectrum Balanced L.P.) ("Spectrum Global Balanced"), Dean Witter        
Spectrum Technical L.P. ("Spectrum Technical"), DWR Chesapeake L.P.             
("Chesapeake"), DWR/JWH Futures Fund L.P. ("DWR/JWH"), Morgan Stanley Tangible  
Asset Fund L.P. ("MSTAF"), and DWR/Market Street Futures Fund L.P. ("Market     
Street"), plus four other commodity pools which are exempt from certain         
disclosure requirements pursuant to CFTC Rule 4.7. The General Partner has      
served in such capacities since the inception of Commodity Partners in February 
1981 (until its termination in December 1988), February 1985 for Columbia, the  
inception of Cornerstone I in December 1983 (until its termination in December  
1991), the inception of Cornerstone II and Cornerstone III in December 1983, the
inception of Cornerstone IV in December 1986, the inception of Diversified in   
November 1987, the inception of Multi-Market in April 1988, the inception of    
Diversified II in September 1988, the inception of Principal Guaranteed Fund II 
in October 1988, the inception of Principal Guaranteed Fund III in October 1988,
the inception of Principal Plus in August 1989, the inception of Diversified III
in May 1990, the inception of Portfolio Strategy in August 1990, the inception  
of Spectrum Select in March 1991, the inception of Global in November 1991, the 
inception of World Currency in                                                  

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December 1992, the inception of IAF in October 1993, the inception of each of   
Spectrum Strategic, Spectrum Global Balanced and Spectrum Technical in April    
1994, the inception of Chesapeake in August 1994, the inception of DWR/JWH in   
November 1995, the inception of MSTAF in July 1997, and the inception of Market 
Street in January 1998. As of May 31, 1998, the General Partner had, in the     
aggregate, approximately $1.2 billion in net assets under management, making it 
one of the largest operators of managed futures funds in the United States. As  
of May 31, 1998, there were approximately 100,000 investors in the commodity    
pools managed by Demeter.                                                       

                 The responsibilities of the General Partner are described
under "Fiduciary Responsibility" and "The Limited Partnership                   
Agreements--Management of Partnership Affairs." The General Partner receives no 
compensation for its services to the Partnerships (however, the General Partner 
shares office space, equipment and staff with DWR, which receives brokerage fees
from the Partnerships, as described under "Description of Charges--Charges to   
Each Partnership--2. Commodity Brokers,"). Under each Limited Partnership       
Agreement, the General Partner is required to maintain its net worth at an      
amount not less than 10% of the total contributions to each Partnership by all  
the Partners thereof (including the General Partner's contribution) and to any  
other limited partnership for which it acts as a general partner by all         
partners. In addition to its current capitalization and exclusive of its        
anticipated investment in the Partnerships, the General Partner will increase   
its net worth from time to time as may be required as additional Limited        
Partners are admitted to the Partnerships or otherwise. MSDW has contributed to 
the General Partner additional capital necessary to permit the General Partner  
to meet its net worth obligations as General Partner of each Partnership and    
intends to continue to do so. Under certain conditions and where modifications  
will not adversely affect the interests of Limited Partners, the General        
Partner's minimum net worth requirements may be modified by the General Partner 
at its option without notice to or the consent of the Limited Partners. See     
"Capitalization."                                                               

                 In this connection, as reflected, respectively, in MSDW's
1997 Annual Report and Form 10-Q for the quarter ended May 31, 1998, MSDW had   
total shareholders' equity of $13,956 million and total assets of $302,287      
million as of November 30, 1997 (audited), and total shareholders' equity of    
$13,825 million and total assets of $380,665 million as of May 31, 1998         
(unaudited). Additional financial information regarding MSDW is included in the 
financial statements filed as part of such Annual Report and Form 10-Q. MSDW    
will provide to investors, upon request, copies of its most recent Forms 10-K,  
10-Q and 8-K, as filed from time to time with the SEC. Such reports will be     
available for review or copying at the offices of the SEC, 450 Fifth Street,    
N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549 or will be available at
no charge by writing to MSDW at 1585 Broadway, New York, New York 10036 (Attn:  
Investor Relations).                                                            

DIRECTORS AND OFFICERS OF THE GENERAL PARTNER                                   

                  Richard M. DeMartini, age 45, is the Chairman of the Board
and a Director of the General Partner. Mr. DeMartini is also Chairman of the    
Board and a Director of Dean Witter Futures & Currency Management Inc.          
("DWFCM"). Mr. DeMartini is president and chief operating officer of DWR's      
Individual Asset Management Group. He was named to this position in May of 1997 
and is responsible for Dean Witter InterCapital, Van Kampen American Capital,   
insurance services, managed futures, unit trust, investment consulting services,
Dean Witter Realty, and NOVUS Financial Corporation. Mr. DeMartini is a member  
of the MSDW management committee, a director of the InterCapital funds, a       
trustee of the TCW/DW funds and a trustee of the Van Kampen American Capital and
Morgan Stanley retail funds. Mr. DeMartini has been with DWR his entire career, 
joining the firm in 1975 as an financial advisor. He served as a branch manager,
regional director, and national sales director, before being appointed president
and chief operating officer of the Dean Witter Consumer Markets. In 1988 he was 
named president and chief operating officer of Sears' Consumer Banking Division 
and in January 1989 he became president and chief operating officer of Dean     
Witter Capital. Mr. DeMartini has served as chairman of the board of the Nasdaq 
Stock Market, Inc. and vice chairman of the board of the National Association of
Securities Dealers, Inc. A native of San Francisco, Mr. DeMartini holds a       
bachelor's degree in marketing from San Diego State University.                 

                  Mark J. Hawley, age 55, is President and a Director of the
General Partner. Mr. Hawley is also President and a Director of DWFCM. Mr.      
Hawley joined DWR in February 1989 as Senior Vice President and is currently the
Executive Vice President and Director of DWR's Product Management for Individual
Asset Management. In this capacity, Mr. Hawley is responsible for directing the 
activities of the firm's Managed Futures, Insurance, and Unit Investment Trust  
Business. From 1978 to 1989, Mr. Hawley was a member of the senior management   
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public futures funds. From 1972 to 1978, Mr. Hawley was a Vice   
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.                                                                      

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                    Lawrence Volpe, age 51, is a Director of the General Partner
and DWFCM. Mr. Volpe joined DWR as a Senior Vice President and Controller in    
September 1983. In May 1998 Mr. Volpe began taking on special assignments for   
DWR and relinquishing certain day-to-day responsibilities. From July 1979 to    
September 1983, he was associated with E.F. Hutton & Company Inc. and prior to  
his departure, held the positions of First Vice President and Assistant         
Controller. From 1970 to July 1979, he served as audit manager in the financial 
services division of Arthur Andersen & Co.                                      

                   Joseph G. Siniscalchi, age 53, is a Director of the General
Partner. Mr. Siniscalchi joined DWR in July 1984 as a First Vice President,     
Director of General Accounting. He is currently Senior Vice President and       
Controller of the Financial Markets Division of DWR. From February 1980 to July 
1984, Mr. Siniscalchi was Director of Internal Audit at Lehman Brothers Kuhn    
Loeb, Inc.                                                                      

                   Edward C. Oelsner III, age 55, is a Director of the General
Partner. Mr. Oelsner is currently an Executive Vice President and head of the   
Product Development Group at Dean Witter InterCapital Inc., an affiliate of DWR.
Mr. Oelsner joined DWR in 1981 as a Managing Director in DWR's Investment       
Banking Department specializing in coverage of regulated industries and,        
subsequently, served as head of the DWR Retail Products Group. Prior to joining 
DWR, Mr. Oelsner held positions at The First Boston Corporation as a member of  
the Research and Investment Banking Departments from 1967 to 1981. Mr. Oelsner  
received his M.B.A. in Finance from the Columbia University Graduate School of  
Business in 1966 and an A.B. in Politics from Princeton University in 1964. Mr. 
Oelsner joined DWR in March 1981 as a Managing Director in the Corporate Finance
Department. He currently manages DWR's Retail Products Group within the         
Corporate Finance Department. While Mr. Oelsner has extensive experience in the 
securities industry, he has no experience in futures interests trading.         

              Robert E. Murray, age 37, is a Director of the General
Partner. Mr. Murray is also a Director of DWFCM. Mr. Murray is currently a      
Senior Vice President of DWR's Managed Futures Department and is the Senior     
Administrative Officer of DWFCM. Mr. Murray began his career at DWR in 1984 and 
is currently the Director of the Managed Futures Department. In this capacity,  
Mr. Murray is responsible for overseeing all aspects of the firm's Managed      
Futures Department. Mr. Murray currently serves as a Director of the Managed    
Funds Association, an industry association for investment professionals in      
futures, hedge funds and other alternative investments. Mr. Murray graduated    
from Geneseo State University in May 1983 with a B.A. degree in Finance.        

                  Lewis A. Raibley, III, age 36, is Vice President and Chief
Financial Officer of the General Partner. Mr. Raibley is currently Senior Vice  
President and Controller in the Individual Asset Management Group of MSDW. From 
July 1997 to May 1998, Mr. Raibley served as Senior Vice President and Director 
in the Internal Reporting Department of MSDW and prior to that, from 1992 to    
1997, he served as Senior Vice President and Director in the Financial Reporting
and Policy Division of Dean Witter Discover & Co. ("DWD"). He has been with DWD 
and its affiliates since June 1986.                                             

                    The General Partner and its officers and directors may, from
time to time, trade futures interests for their own proprietary accounts. The   
records of trading in such accounts will not be made available to Limited       
Partners for inspection.                                                        

                    The General Partner has agreed to make capital contributions
to each Partnership as needed to make the General Partner's capital contribution
at least equal to the greater of (a) 1% of aggregate capital contributions to   
the Partnership by all Partners (including the General Partner's contribution)  
and (b) $25,000. The General Partner and its principals are not obligated to    
purchase Units but may do so.                                                   

DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE      
GENERAL PARTNER                                                                 

                  The following table sets forth summary information for the
24 other commodity pools (other than the four pools exempt from disclosure under
CFTC Rule 4.7) operated to date by Demeter, fourteen of which employ one trading
advisor and ten of which employ more than one trading advisor, for which Demeter
serves as general partner. In the context of a pool with only one trading       
advisor, Demeter performs general monitoring of the trading advisor and         
administrative services. Generally, in the context of pools with more than one  
trading advisor, in addition to providing general monitoring and administrative 
services, Demeter provides asset allocation strategies in the selection and     
replacement of trading advisors as well as in the allocation of assets to such  
advisors.                                                                       

                    While each of these commodity pools has essentially the same
objective (appreciation of assets through speculative trading), the structure   
(including fees and interest income arrangements) and performance of these pools
varies widely. For example, certain pools employ only one trading advisor while 
others employ more                                                              

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than one trading advisor (several pools employ two to four trading advisors and 
some have employed more than ten trading advisors at the same time). Certain    
pools are so-called "principal protection pools," offering an assurance of      
principal return at a date certain. The performance records of these pools      
include several pools that have traded unprofitably, including four pools that  
have terminated trading due to losses; other pools that have not incurred       
losses, but have not achieved significant profits; and certain pools that have  
performed well over time.                                                       

                  All summary performance information is current as of April
30, 1998. Performance information is set forth for the most recent five full    
years of each pool, or in the event that a pool has been trading for less than  
five years, performance information is set forth from the inception of trading. 
Rate of return information prior to January 1, 1993 has not been included for   
pools that have been trading for more than five years in accordance with CFTC   
regulations. In reviewing the following summary performance information,        
prospective investors should understand that (i) such performance is calculated 
on the accrual basis in accordance with generally accepted accounting principles
and is "net" of all fees and charges, and (ii) a more complete presentation of  
the performance of the futures funds operated or managed by the General Partner 
and/or its affiliates is available without charge upon request to the General   
Partner.                                                                        

                PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS AND MATERIAL DIFFERENCES EXIST BETWEEN THE COMMODITY POOLS DESCRIBED    
HEREIN AND THE PARTNERSHIPS. THERE CAN BE NO ASSURANCE THAT THE PARTNERSHIPS    
WILL PERFORM IN A MANNER COMPARABLE TO ANY OF THE COMMODITY POOLS DESCRIBED     
BELOW OR THAT THE PARTNERSHIPS WOULD HAVE DONE SO IN THE PAST. INVESTORS SHOULD 
ALSO NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT PORTION OF A        
COMMODITY POOL'S TOTAL INCOME AND, IN CERTAIN INSTANCES, MAY GENERATE PROFITS   
WHERE THERE HAVE BEEN REALIZED OR UNREALIZED LOSSES FROM COMMODITY TRADING.     
--------------------------------------------------------------------------------

              Prospective investors should note that the performance
records of the commodity pools operated by the General Partner are set forth in 
summary form herein. A more detailed presentation of such performance           
information will be provided to any prospective investor upon request and       
without charge.                                                                 
--------------------------------------------------------------------------------
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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DEMETER MANAGEMENT CORPORATION
CAPSULE SUMMARY OF PERFORMANCE INFORMATION REGARDING COMMODITY POOLS OPERATED 
(EXCEPT AS OTHERWISE INDICATED, BEGINNING JANUARY 1, 1993 THROUGH APRIL 30, 1998

                                                        [Enlarge/Download Table]

                                                                                          CURRENT        CURRENT       CUMULATIVE   
                                                                                           TOTAL        NET ASSET        RETURN     
                                           START        CLOSE         AGGREGATE          NET ASSET      VALUE PER         SINCE     
          FUND TYPE/FUND(1)               DATE(2)      DATE(3)      SUBSCRIPTION(4)      VALUE(5)        UNIT(6)       INCEPTION(7) 
--------------------------------------    --------     --------     ---------------     -----------     ----------     -------------
                                                                                                                                    
                                                                          $                  $              $               %       


PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"                                                              
                                                                                                                                    
DWR Commodity Partners                    Jan-81       Dec-88           9,648,397           739,757        488.29           (51.37) 
Columbia Futures Fund(11)                 Jul-83       N/A             29,276,299         8,676,206      2,638.16           169.20  
DW Diversified Futures Fund L.P.(11)      Apr-88       N/A            206,815,107       122,410,956        924.29           226.48  
DW Multi-Market Portfolio L.P.(11)        Sep-88       N/A            252,526,000         9,506,820      1,038.59             3.86  
DW Diversifed Futures Fund II L.P.        Jan-89       N/A             13,210,576        10,192,431      2,436.29           143.63  
DW Diversifed Futures Fund III L.P.       Nov-90       N/A            126,815,755        61,695,355      1,531.19            53.12  
DW Portfolio Strategy Fund L.P.(11)       Feb-91       N/A            143,522,564       122,833,612      2,257,56           125.76  
DWFCM International Access Fund L.P.      Mar-94       N/A             68,115,440        41,679,647      1,332.17            33.22  
DW Spectrum Global Balanced L.P.          Nov-94       N/A             32,155,851        30,401,819         14.33            43.30  
Morgan Stanley Tangible Asset Fund        Jan-98       N/A             40,530,217        38,079,517          9.31            (6.90) 

PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"                                                    
                                                                                                                                    
DW Cornerstone Fund I(11)                 Jan-85       Dec-91          19,122,276           281,303        456.80           (53.15) 
DW Cornerstone Fund II(11)                Jan-85       N/A             65,634,484        27,748,445      3,467.26           255.62  
DW Cornerstone Fund III(11)               Jan-85       N/A            137,116,765        41,235,639      3,086.21           216.53  
DW Cornerstone Fund IV(11)                May-87       N/A            167,936,749       108,660,798      4,184.48           329.18  
DW Spectrum Select L.P.                   Aug-91       N/A            200,874,673       153,983,232         20.08           100.80  
DW Global Perspective Portfolio L.P.      Mar-92       N/A             67,424,535        18,298,896        881.82           (11.82) 
DW World Currency Fund L.P.               Apr-93       N/A            114,945,830        27,973,610        929.96            (7.00) 
DW Spectrum Strategic L.P.                Nov-94       N/A             79,348,721        57,064,085          9.73            (2.70) 
DW Spectrum Technical L.P.                Nov-94       N/A            196,199,149       192,367,410         14.03            40.30  

PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"                                                                 
                                                                                                                                    
DW Principal Guaranteed Fund III L.P.     Jul-89       Sep-95         126,263,000         7,022,437      1,000.00             0.00  
DW Principal Plus Fund L.P.(11)           Feb-90       N/A            109,013,535        52,512,157      1,781.09            78.11  

PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"                                                       
                                                                                                                                    
DW Principal Guaranteed Fund II L.P.      Mar-89       Mar-96         162,203,303         4,966,449      1,056.55             5.66  

PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"                                                             
                                                                                                                                    
DWR Chesapeake L.P.                       Nov-94       N/A             16,854,355        17,478,937      1,865.00            86.50  
DWR/JWH Futures Fund L.P.                 Feb-96       N/A             24,257,946        22,644,603      1,116.57            11.66  



                                          WORST          WORST PEAK-              COMPOUND ANNUAL RATES OF RETURN(10)               
                                        MONTHLY %         TO-VALLEY       ----------------------------------------------------      
          FUND TYPE/FUND(1)             DRAWDOWN(8)      DRAWDOWN(9)        1998          1997           1996          1995         
--------------------------------------  ------------     ------------     ---------     ---------     ----------     ---------      
                                                                                                                                    
                                            %                 %               %             %             %              %          
PUBLICLY-OFFERED FUNDS WITH ONE ADVISO                                                                                              
                                                                                                                                    
DWR Commodity Partners                     (34.48)            (64.23)                                                               
                                             7/88         4/86-12/88                                                                
Columbia Futures Fund(11)                  (17.54)            (42.58)         (6.81)        22.60          19.09         28.21      
                                             4/86          7/83-9/85      (4 months)                                                
DW Diversified Futures Fund L.P.(11)       (12.85)            (24.86)         (9.43)        11.96          (2.66)        (4.56)     
                                             5/90          5/95-6/96      (4 months)                                                
DW Multi-Market Portfolio L.P.(11)         (13.26)            (29.84)         (9.03)        13.28          (6.76)        (6.37)     
                                             2/96          5/95-6/96      (4 months)                                                
DW Diversifed Futures Fund II L.P.         (13.41)            (25.62)         (9.24)        11.28          (4.83)        (2.90)     
                                             8/89          5/95-6/96      (4 months)                                                
DW Diversifed Futures Fund III L.P.        (13.62)            (27.00)         (9.51)        12.29          (4.73)        (4.02)     
                                             1/92          5/95-6/96      (4 months)                                                
DW Portfolio Strategy Fund L.P.(11)        (14.40)            (25.65)         (4.88)        11.28          25.50         25.37      
                                             1/92          1/92-4/92      (4 months)                                                
DWFCM International Access Fund L.P.       (12.87)            (22.84)        (10.12)        26.22           3.97         21.88      
                                             1/95          8/94-1/95      (4 months)                                                
DW Spectrum Global Balanced L.P.            (7.92)            (10.64)          4.22         18.23          (3.65)        22.79      
                                             2/96          2/96-5/96      (4 months)                                                
Morgan Stanley Tangible Asset Fund          (5.92)             (8.09)         (6.90)                                                
                                             2/98          2/98-4/98      (4 months)                                                
PUBLICLY-OFFERED FUNDS WITH MORE THAN                                                                                               
                                                                                                                                    
DW Cornerstone Fund I(11)                  (20.88)            (64.47)                                                               
                                             8/91          4/86-8/91                                                                
DW Cornerstone Fund II(11)                 (11.74)            (32.70)         (6.92)        18.05          11.47         26.50      
                                             9/89         7/88-10/89      (4 months)                                                
DW Cornerstone Fund III(11)                (18.28)            (32.35)          3.10         10.24           8.24         27.50      
                                             2/89         2/89-10/89      (4 months)                                                
DW Cornerstone Fund IV(11)                 (21.04)            (45.21)         (5.66)        38.41          12.97         22.96      
                                             9/89          7/89-9/89      (4 months)                                                
DW Spectrum Select L.P.                    (13.72)            (26.77)         (3.69)         6.22           5.27         23.62      
                                             1/92          6/95-8/96      (4 months)                                                
DW Global Perspective Portfolio L.P.        (8.55)            (40.90)         (8.83)        11.16           9.26         16.76      
                                             2/96          8/93-1/95      (4 months)                                                
DW World Currency Fund L.P.                 (9.68)            (46.04)         (6.42)        39.35          12.97          2.02      
                                             5/95          8/93-1/95      (4 months)                                                
DW Spectrum Strategic L.P.                 (11.06)            (21.91)         (9.15)         0.37          (3.53)        10.49      
                                             4/98          4/97-4/98      (4 months)                                                
DW Spectrum Technical L.P.                  (6.39)             (8.27)         (4.10)         7.49          18.35         17.59      
                                             2/96          3/97-5/97      (4 months)                                                
PUBLICLY-OFFERED FUNDS WITH ONE ADVISO                                                                                              
                                                                                                                                    
DW Principal Guaranteed Fund III L.P.      (13.98)            (30.93)                                                     5.21      
                                             1/92          5/90-4/92                                                 (9 months)     
DW Principal Plus Fund L.P.(11)             (7.48)            (13.08)          4.30         15.39          (5.28)        17.98      
                                             2/96          2/96-5/96      (4 months)                                                
PUBLICLY-OFFERED FUNDS WITH MORE THAN                                                                                               
                                                                                                                                    
DW Principal Guaranteed Fund II L.P.        (5.62)            (14.69)                                       1.00          7.30      
                                             1/91          8/89-4/92                                                                
PRIVATELY-OFFERED FUNDS WITH ONE ADVIS                                                                                              
                                                                                                                                    
DWR Chesapeake L.P.                        (16.14)            (17.80)          8.57         15.38          15.23         15.80      
                                             7/96          5/96-7/96      (4 months)                                                
DWR/JWH Futures Fund L.P.                   (8.49)            (16.86)        (16.86)        13.66          18.17                    
                                             5/97          1/98-4/98      (4 months)                  (11 months)                   



          FUND TYPE/FUND(1)                1994          1993                                                                       
--------------------------------------  ----------     ---------                                                                    
                                            %              %                                                                        
PUBLICLY-OFFERED FUNDS WITH ONE ADVISO                                                                                              
DWR Commodity Partners                                                                                                              

Columbia Futures Fund(11)                    (5.75)        14.36                                                                    

DW Diversified Futures Fund L.P.(11)          7.68          6.65                                                                    

DW Multi-Market Portfolio L.P.(11)            2.66          8.65                                                                    

DW Diversifed Futures Fund II L.P.            5.41          7.35                                                                    

DW Diversifed Futures Fund III L.P.           5.89          7.58                                                                    

DW Portfolio Strategy Fund L.P.(11)          (5.41)        19.88                                                                    

DWFCM International Access Fund L.P.         (7.32)                                                                                 
                                        (10 months)                                                                                 
DW Spectrum Global Balanced L.P.             (1.70)                                                                                 
                                         (2 months)                                                                                 
Morgan Stanley Tangible Asset Fund                                                                                                  

PUBLICLY-OFFERED FUNDS WITH MORE THAN                                                                                               
DW Cornerstone Fund I(11)                                                                                                           

DW Cornerstone Fund II(11)                   (8.93)         7.81                                                                    

DW Cornerstone Fund III(11)                 (10.04)        (4.78)                                                                   

DW Cornerstone Fund IV(11)                  (14.27)        (9.12)                                                                   

DW Spectrum Select L.P.                      (5.12)        41.62                                                                    

DW Global Perspective Portfolio L.P.        (31.62)        (4.67)                                                                   

DW World Currency Fund L.P.                 (25.13)       (17.35)                                                                   
                                                       (9 months)                                                                   
DW Spectrum Strategic L.P.                    0.10                                                                                  
                                         (2 months)                                                                                 
DW Spectrum Technical L.P.                   (2.20)                                                                                 
                                         (2 months)                                                                                 
PUBLICLY-OFFERED FUNDS WITH ONE ADVISO                                                                                              
DW Principal Guaranteed Fund III L.P.         1.08          5.37                                                                    

DW Principal Plus Fund L.P.(11)              (8.61)        11.55                                                                    

PUBLICLY-OFFERED FUNDS WITH MORE THAN                                                                                               
DW Principal Guaranteed Fund II L.P.         (8.12)         9.74                                                                    

PRIVATELY-OFFERED FUNDS WITH ONE ADVIS                                                                                              
DWR Chesapeake L.P.                          11.57                                                                                  
                                         (2 months)                                                                                 
DWR/JWH Futures Fund L.P.                                                                                                           


PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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FOOTNOTES TO DEMETER MANAGEMENT CORPORATION PERFORMANCE INFORMATION             

1.        Each pool is identified by certain of the following classifications.  
     Funds that are "publicly-offered" are pools offered to the public
       pursuant to registration in accordance with the requirements of the
          Securities Act of 1933, as amended. The General Partner also serves as
general partner and/or commodity pool operator to seven     
 "privately-offered" funds, which are pools offered in private
       placements exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 thereunder.
       Performance information for four of such privately-offered funds is
         not provided, consistent with CFTC Rule 4.7, and a fifth fund had not
    commenced trading as of April 30, 1998. Funds with more than one
      advisor are pools the assets of which are managed by more than one
          commodity trading advisor but are not "multi-advisor pools" within the
      meaning of CFTC Rule 4.10(d)(2). (The CFTC defines a multi-advisor
  pool as one in which no advisor is allocated or intended to be
        allocated more than 25% of the pool's assets available for trading.)
          Funds with "principal protection" are pools with an investment feature
        whereby investors are guaranteed to receive back at least the amount
 that they originally invested at a date certain in the future
          (generally 5 to 7 years after the date of subscription). Funds without
         "principal protection" are pools in which there is no guarantee of an
    investor's investment. None of the privately-offered pools has a
principal protection feature.                               

2.        "Start Date" is the month and year in which the pool commenced        
operations.                                                 

3.        "Close Date" is the month and year in which the pool liquidated its   
assets and ceased to do business.                           

4.        "Aggregate Subscriptions" is the aggregate of all amounts ever        
          contributed to the pool, including investments which were subsequently
redeemed by investors.                                      

5.        "Current Total Net Asset Value" is the net asset value of the pool as 
         of April 30, 1998, or, in the case of liquidated pools, the net asset
value of the pool on the date of liquidation.               

6.        "Current Net Asset Value Per Unit" is the Current Total Net Asset     
          Value divided by the total number of units outstanding as of April 30,
      1998, or, in the case of liquidated pools, the net asset value per
unit on the date of liquidation.                            

7.        "Cumulative Return Since Inception" is the percentage increase or     
          decrease in the net asset value of a unit from inception through April
         30, 1998, or, in the case of liquidated pools, from inception through
the date of liquidation.                                    

8.        "Drawdown" means losses experienced by the relevant pool over the     
       specified period and is calculated on a rate of return basis, i.e.,
        dividing net performance by beginning equity. "Drawdown" is measured
          on the basis of monthly returns only, and does not reflect intra-month
          figures. The month in which the worst monthly drawdown occurred during
          the history of the pool is set forth under "Worst Monthly % Drawdown."

9.        "Peak-to-Valley Drawdown" is the largest percentage decline in the net
         asset value per unit over the history of the fund. This need not be a
    continuous decline, but can be a series of positive and negative
         returns where the negative returns are larger than the positive ones.
        "Peak-to-Valley Drawdown" represents the greatest percentage decline
         from any month-end net asset value per unit which occurs without such
        month-end net asset value per unit being equaled or exceeded as of a
         subsequent month-end. For example, if the net asset value per unit of
     a particular pool declined by $1 in each of January and February,
 increased by $1 in March and declined again by $2 in April, a
       "peak-to-valley drawdown" analysis conducted as of the end of April
         would consider that "drawdown" to be still continuing and to be $3 in
          amount, whereas if the net asset value per unit had increased by $2 in
          March, the January-February drawdown would have ended as of the end of
February at the $2 level. The months during which the worst 
peak-to-valley drawdown occurred are set forth under "Worst 
Peak-to-Valley Drawdown."                                   

10.    "Compound Annual Rates of Return" are calculated in respect of each year 
    by multiplying on a compound basis each of the monthly rates of return
      during the year (not shown), and not by adding or averaging such monthly
    rates of return. For the year in which a pool commenced operations and
for 1998, "Compound Annual Rates of Return" reflect the compounded
 monthly rates of return (not shown) from the Start Date for, or the
beginning of, such partial year.                                  

11.    Columbia was a publicly-offered fund with more than one advisor from its 
inception in July 1983 through January 1988, at which point it was
    changed to a publicly-offered fund with one advisor. Diversified's net
     asset value per unit was revalued from $3,964.23 to $1,000.00 after the
      close of business on August 31, 1995. All investors in Diversified prior
       to August 31, 1995 had their units increased by a corresponding amount to
     reflect this revaluation, and all return calculations in the table have
 been adjusted accordingly. Multi-Market, formerly named Dean Witter
   Principal Guaranteed Fund L.P., was a publicly-offered fund with more
than one advisor with principal protection from its inception in  
      September 1988 through September 30, 1993, at which point it was changed
       to a publicly-offered fund with one advisor without principal protection.
      Portfolio Strategy, formerly named Dean Witter Principal Secured Futures
    Fund L.P., was a publicly-offered fund with one advisor with principal
      protection from its inception in February 1991 through July 31, 1996, at
    which point it was changed to a publicly-offered fund with one advisor
       without principal protection. Spectrum Global Balanced was formerly named
  Spectrum Balanced. Spectrum Select was formerly named Select Futures
    Fund; each unit of Select Futures Fund was converted into 100 units of
    Spectrum Select on April 30, 1998, with a corresponding revaluation of
  Net Asset Value per Unit from $2,008.20 to $20.08. Subscriptions for
       interests in Cornerstone II, Cornerstone III, and Cornerstone IV included
     an up-front 7.625% of net asset value selling commission and continuing
     offering expense charge until sales to new investors were terminated on
September 30, 1994. Because sales occurred through the year and,  
    therefore, the amount of the net asset value-based charge varied among
 investors, it was not practicable to include the up-front charge in
      determining the Cornerstone Funds' annual returns for the years 1993 and
     1994. The performance record of Principal Plus includes the performance
     of Dean Witter Principal Plus Fund Management L.P., an affiliated pool.

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THE TRADING ADVISORS
INTRODUCTION                                                                    

                 A Partnership's ability to succeed depends largely on the
success of the trading approaches utilized by its trading advisor (each, a      
"Trading Advisor" or "Money Manager," and collectively, the "Trading Advisors"  
or "Money Managers"). The following is a brief description of general approaches
used in trading futures interests, followed by specific information relating to 
the Trading Advisor of each Partnership.                                        

             A Trading Advisor's registration with the CFTC or its
membership in the NFA should not be taken as an indication that any such agency 
has recommended or approved the Trading Advisor.                                

         The Trading Advisors and their principals have no
affiliation with any futures commission merchant, introducing broker or         
principal thereof, and do not and will not participate in brokerage commissions,
directly or indirectly.                                                         

GENERAL DESCRIPTION OF TRADING APPROACHES                                       

             SYSTEMATIC AND DISCRETIONARY. Trading advisors may be
classified as either systematic or discretionary.                               

                 A systematic trader will generally rely to some degree on
judgmental decisions concerning, for example, what markets to follow and futures
interests to trade, when to liquidate a position in a contract which is about to
expire and how large a position to take in a particular futures interest.       
However, although these judgmental decisions may have a substantial effect on a 
systematic Trading Advisor's performance, his primary reliance is on trading    
programs or models which generate trading signals. The systems utilized to      
generate trading signals are changed from time to time (although generally      
infrequently), but the trading instructions generated by the systems being used 
are followed without significant additional analysis or interpretation. On the  
other hand, while discretionary traders may utilize market charts, computer     
programs and compilations of quantifiable fundamental information to assist them
in making trading decisions, they make trading decisions on the basis of their  
own judgment and trading experience, not on the basis of trading signals        
generated by any program or model.                                              

                 Each approach involves certain inherent risks. Systematic
traders may fail to capitalize on market trends which their systems would       
otherwise have exploited due to judgmental decisions made by them in the context
of applying their generally mechanical trading systems. Discretionary traders,  
on the other hand, may decide to make trades which would not have been signaled 
by a trading system and which result in substantial losses. Furthermore, any    
trading system or trader may suffer substantial losses by misjudging the market.
Systematic traders tend to rely more on computerized programs than do           
discretionary traders, and some consider the prospect of disciplined trading,   
which largely removes the emotion of the individual trader from the trading     
process, advantageous. In addition, due to their use of computers, systematic   
traders are generally able to incorporate more data into a particular trading   
decision than can discretionary traders. However, when fundamental factors      
dominate the market, trading systems may suffer rapid and severe losses due to  
their inability to respond to such factors until the reversal of trading        
signals, by which time a precipitous price change may already be in progress,   
preventing liquidation at anything but substantial losses.                      

                TECHNICAL AND FUNDAMENTAL ANALYSIS. In addition to being
distinguished from one another by the criterion of whether they trade           
systematically or on the basis of their discretionary evaluations of the        
markets, Trading Advisors are also distinguished as relying on either           
"technical" or "fundamental" analysis, or on a combination of the two.          
Systematic traders tend to rely on technical analysis, because the data relevant
to such analysis is more susceptible to being isolated and quantified to the    
extent necessary to be successfully incorporated into a program or mathematical 
model than is most "fundamental" information, but there is no inconsistency in  
attempting to trade systematically on the basis of fundamental analysis. The    
fundamental information which can be evaluated by a formalized trading system   
is, however, limited to some extent in that it generally must be quantifiable in
order to be processed by such a system.                                         

                 Technical analysis is not based on anticipated supply and
demand factors; instead, it is based on the theory that the study of the futures
markets themselves will provide a means of anticipating prices in the future.   
Technical analysis operates on the theory that market prices at any given point 
in time reflect all known factors affecting the supply and demand for a         
particular commodity. Consequently, technical analysis focuses not on evaluating
those factors directly but on an analysis of market prices themselves,          
theorizing that a detailed analysis of, among other things, actual daily, weekly
and monthly price fluctuations, volume variations and                           

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changes in open interest is the most effective means of attempting to predict   
the future course of price movements.                                           

                   Fundamental analysis, in contrast, is based on the study of
factors external to the trading markets that affect the supply and demand of a  
particular commodity in an attempt to predict future price levels. Such factors 
might include weather, the economy of a particular country, government policies,
domestic and foreign political and economic events, and changing trade          
prospects. Fundamental analysis theorizes that by monitoring relevant supply and
demand factors for a particular commodity, a state of current or potential      
disequilibrium of market conditions may be identified that has yet to be        
reflected in the price level of that commodity. Fundamental analysis assumes    
that markets are imperfect, that information is not instantaneously assimilated 
or disseminated and that econometric models can be constructed that generate    
equilibrium prices that may indicate that current prices are inconsistent with  
underlying economic conditions and will, accordingly, change in the future.     

                TREND-FOLLOWING. "Trend-following" Trading Advisors gear
their trading approaches towards positioning themselves to take advantage of    
major price movements, as opposed to traders who seek to achieve overall        
profitability by making numerous small profits on short-term trades, or through 
arbitrage techniques. "Trend-following" Trading Advisors assume that most of    
their trades will be unprofitable. Their objective is to make a few large       
profits, more than offsetting their more numerous but smaller losses, from      
capitalizing on major trends. Consequently, during periods when no major price  
trends develop in a market, a "trend-following" Trading Advisor is likely to    
incur substantial losses.                                                       

             RISK CONTROL TECHNIQUES. As will be apparent from the
following descriptions of the respective Trading Advisors' trading programs, an 
important aspect of any speculative futures strategy relates to the control of  
losses, not only the ability to identify profitable trades. Unless it is        
possible to avoid major drawdowns, it is very difficult to achieve long-term    
profitability.                                                                  

                   Trading Advisors often adopt fairly rigid "risk management"
or "money management" principles. Such principles typically restrict the size of
positions which will be taken, as well as establishing "stop-loss" points at    
which losing positions must be liquidated. It is important for prospective      
investors to recognize that no risk control technique is "fail safe" and cannot,
in fact, assure that major drawdowns will be avoided. Not only do estimates of  
market volatility themselves require judgmental input, but market illiquidity   
also can make it impossible for an account to liquidate a position against which
the market is moving strongly, whatever risk management principles are utilized.
Similarly, unless a "trend-following" Trading Advisor trades profitably, the    
losses incurred in the course of taking an initial position in a futures        
interest can quickly cumulate into a major drawdown. A Trading Advisor's risk   
management principles should, accordingly, be seen more as a discipline applied 
to its trading in highly speculative markets, rather than as an effective       
protection against loss.                                                        

                   Not only are some methods proprietary and confidential, but
they are also continually evolving. Prospective investors and Limited Partners  
will generally not be informed of a change in a Trading Advisor's trading       
approach, unless the General Partner is informed of such change and considers   
such change to be material.                                                     

                    In addition to the continually changing character of trading
methods, the futures interests markets themselves are continually changing. Each
Trading Advisor may, in its sole discretion, elect to trade certain futures     
interests to the exclusion of others in its programs, depending upon the Trading
Advisor's view of the markets.                                                  

THE TRADING ADVISORS                                                            

                    The following contains the biographies of the principals and
brief summaries of trading programs of the Trading Advisor initially selected,  
and other trading programs which may be employed in the future, for each        
Partnership. The success of each Partnership is dependent upon the success of   
its Trading Advisor in its trading for the Partnership. In terms of attempting  
to reach an investment decision regarding the purchase of Units in any          
Partnership, however, it is difficult to know how to assess Trading Advisor     
descriptions, as trading methods are proprietary and confidential. Over time the
Trading Advisor selected for a Partnership may change, and a Trading Advisor may
make substantial modifications to its trading programs.                         

                 The following descriptions of the Trading Advisors, their
respective trading programs and their respective principals are general and are 
not intended to be exhaustive. No attempt has been or could be made to provide a
precise description of any Trading Advisor's trading program. Furthermore,      
certain Trading Advisors may have chosen to refer to specific aspects of their  
trading programs, which aspects may also be applicable to other                 

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Trading Advisors which did not choose to make specific reference to these       
aspects of their own trading approaches. As a consequence, contrasts in the     
following descriptions may not, in fact, indicate a substantive difference      
between the different approaches involved. The General Partner believes that the
following descriptions may be of interest to prospective investors. However,    
investors must be aware of the inherent limitations of such descriptions.       

                 FUTURES INTERESTS TRADING IS SPECULATIVE AND VOLATILE AND
INVOLVES A HIGH DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT ANY TRADING      
ADVISOR WILL TRADE PROFITABLY OR AVOID SUBSTANTIAL LOSSES.                      

MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.                                  

                The Trading Advisor for Charter Graham is Graham Capital
Management, L.P. ("GCM"). GCM is a Delaware limited partnership which was       
organized in May 1994. GCM's main business address is Stamford Harbor Park, 333 
Ludlow Street, Stamford, Connecticut 06902. GCM has been registered with the    
CFTC as a CPO and CTA since July 1994 and is a member of the NFA in such        
capacities. GCM is not affiliated with the General Partner, the Commodity       
Brokers, or any other Trading Advisor.                                          

    Certain key personnel of GCM are as follows:

                  Mr. Kenneth G. Tropin is the President, the founder, and a
principal of GCM. As President of GCM, Mr. Tropin is responsible for the        
investment management strategies of the organization. He has developed GCM's    
trading programs.                                                               

                Prior to organizing GCM, Mr. Tropin served as President,
Chief Executive Officer and as a Director of John W. Henry & Co. Inc. ("JWH")   
from March 1989 to September 1993. Mr. Tropin was formerly Senior Vice President
and Director of Managed Futures and Precious Metals at DWR. He joined DWR from  
Shearson in February 1982 to run DWR's Managed Futures Department, and in       
October 1984 Mr. Tropin assumed responsibility for Dean Witter Precious Metals  
as well. In November 1984, Mr. Tropin was appointed President of Demeter.       

            In February 1986, Mr. Tropin was instrumental in the
foundation of the Managed Futures Trade Association ("MFTA"), a non-profit      
managed futures industry association. Mr. Tropin was elected Chairman of the    
MFTA in March 1986 and held this position until 1991. In June 1987, Mr. Tropin  
was appointed President of DWFCM, an affiliate of DWR. As President and Chief   
Executive Officer of JWH, Mr. Tropin was responsible for the management and     
administration of JWH as well as the management of its trading activities. In   
addition to his responsibilities as President and Chief Executive Officer of    
JWH, Mr. Tropin was President and Chief Executive Officer of JWH Investment     
Advisory Services Inc. and was also the Chairman of Global Capital Management, a
British Virgin Islands company. Mr. Tropin also served as Chairman of the       
Managed Funds Association in 1991 and 1992, the successor organization to the   
Managed Futures Trade Association and the National Association of Futures       
Trading Advisors.                                                               

                Mr. Thomas Schneider is an Executive Vice President, the
Chief Trader, and a principal of GCM. Mr. Schneider is responsible for managing 
GCM's trading operations, including order execution, policies and procedures,   
and maintaining relationships with independent executing brokers and FCMs.      

                    Mr. Schneider graduated from the University of Notre Dame in
1983 with a BBA in Finance, and received his MBA from the University of Texas at
Austin. From June 1985 through September 1993, Mr. Schneider was employed by ELM
Financial, Inc. ("ELM"), a commodity trading advisor in Dallas, Texas. While    
employed at ELM, Mr. Schneider held positions of increasing responsibility and  
was ultimately Chief Trader, Vice President and principal of ELM, responsible   
for 24 hour trading execution, compliance and accounting. In January 1994, Mr.  
Schneider began working as Chief Trader for Chang Crowell Management            
Corporation, a commodity trading advisor in Norwalk, Connecticut. He was        
responsible for streamlining operations for more efficient order execution, and 
for maintaining and developing relationships with over 15 FCMs on a global      
basis. In addition to his responsibilities as Chief Trader, Mr. Schneider serves
on the Board of the New York Futures Exchange, has served on the MFA's Trading  
and Markets committee, and has been an NFA arbitrator since 1989.               

                 Mr. Robert Griffith is a Senior Vice President, the Chief
Technology Officer, and a principal of GCM, and is responsible for the          
management of all technology resources. Mr. Griffith is in charge of the        
day-to-day administration of GCM's trading systems and the management of its    
database of price information on more than 100 markets. Mr. Griffith assists Mr.
Tropin in numerous research initiatives as well as various administrative       

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responsibilities. Prior to joining GCM, Mr. Griffith's Veridical Methods, Inc.  
provided computer programming and consulting services to such firms as GE       
Capital, Lehman Brothers and Morgan Guaranty Trust. He received his BBA in      
Management Information systems from the University of Iowa.                     

                   Mr. Thomas K. Sullivan is a Vice President, the Director of
Research, and a principal of GCM. Mr. Sullivan is responsible for GCM's research
activities, including portfolio management, asset allocation, trading system    
development, as well as policies and procedures. Prior to joining GCM in March  
1997, Mr. Sullivan was a Senior Portfolio Manager for RXR, Inc. and a member of 
the firm's Management Team. He also served on RXR's Investment Policy Committee.
Mr. Sullivan directed the investment and research activity for the firm and was 
responsible for portfolio management and strategy implementation. Before joining
RXR in 1988, Mr. Sullivan worked as a trading floor specialist for Floor Broker 
Associates and Freeburg Futures, members of the New York Commodity Exchange. Mr.
Sullivan graduated from Miami University of Ohio in 1983 with a BS in economics 
and international business.                                                     

           Mr. Anthony Bryla, C.P.A., is a Vice President, the
Controller, and a principal of GCM, and is responsible for the management of all
accounting and finance activities at GCM. Mr. Bryla is in charge of the daily   
and monthly performance reporting, company accounting, treasury functions, as   
well as policies and procedures. Prior to joining GCM in September 1995, Mr.    
Bryla was an Assistant Accounting Manager at OMR Systems Corp., where he        
provided back-office and accounting services for such clients as Merrill Lynch  
and Chase Manhattan Bank, and held positions of increasing responsibility since 
February 1989. Mr. Bryla is a member of the New Jersey Society of C.P.A.'s and  
graduated from Rutgers University with a BA in Business Administration in 1982. 

                  Mr. Paul Sedlack is a Vice President, the General Counsel,
and a principal of GCM, and is responsible for legal and compliance matters. Mr.
Sedlack began his career at the law firm of Coudert Brothers in New York in 1986
and was resident in Coudert's Singapore office from 1988 to 1989. Prior to      
joining GCM in June 1998, Mr. Sedlack was a partner at the law firm of          
McDermott, Will & Emery in New York, focusing on securities and commodities laws
pertaining to the investment management and related industries. Mr. Sedlack     
received a J.D. from Cornell Law School and an MBA in Finance and BS in         
Engineering from State University of New York at Buffalo.                       

                  Mr. Kevin O'Connor is a Vice President, Senior Trader, and
principal of GCM. Mr. O'Connor is a senior member of the trading staff          
responsible for executing trades in accordance with GCM's five systems, and     
works closely with Mr. Schneider in managing the firm's daily trading           
operations. Prior to joining GCM, from June 1992 until June 1995, Mr. O'Connor  
was a Vice President and Controller for Luck Trading Company, a commodity       
trading advisor in New York City. From January 1981 until June 1992, Mr.        
O'Connor was a Controller and Senior Trader for Futures Investment Company, a   
commodity trading advisor based in Greenwich, CT. Mr. O'Connor graduated from   
Providence College in 1980 with a BS in Accounting.                             

                Dr. Shawn X. Deng is a quantitative research analyst and
works in conjunction with other members of GCM's research staff on investment   
strategies, technology, and software development. Prior to joining GCM in       
October 1996, Dr. Deng was a senior software engineer at AutoLogic Information  
Technology, Inc., where he implemented client/server management and software    
release systems. Before he joined AutoLogic, he worked at Online Environs, Inc.,
where he developed state-of-the-art three-dimensional network browsers. Dr. Deng
received his M.Sc. and Ph.D. in mechanical engineering in 1996 from Harvard     
University, specializing in solid mechanics and finite element analysis. While  
at Harvard, he was the principal investigator of a research grant for the       
optimal design, fracture analysis and fatigue life assessment of Boeing 737     
aircraft fuselages, and was awarded the DAS Fellowship and the Golden McKay     
Scholarship. Before attending Harvard, he was co-founder and vice president of  
Global Computer Consulting Company, Xian, China, which provided traffic, human  
resource and financial management systems for the city of Xian. Dr. Deng        
received his B.Eng. in 1987 and M.Eng. in 1990 from Xian Jiaotong University,   
China, and was the valedictorian of his class.                                  

                   Dr. Brian Aldershof is a quantitative research analyst with
significant expertise in mathematics and statistics. Prior to joining GCM in May
1997, Dr. Aldershof was a professor of mathematics at Lafayette College in      
Easton, PA. Dr. Aldershof's research interests center on non-linear stochastic  
systems, especially genetic algorithms. Dr. Aldershof received his MS (1990) and
Ph.D. (1991) in Statistics from the University of North Carolina at Chapel Hill,
where he was a Pogue Fellow. His research in graduate school concerned          
estimating functionals of probability density functions. During this time, he   
was a consultant for the RAND Corporation, the Center for Naval Analyses, and   
the Environmental Protection Agency. Dr. Aldershof received his A.B. (1985) from
Middlebury College, where he completed a double major in Mathematics and        
Psychology.                                                                     

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                    During the five years preceding the date of this Prospectus,
there have been no material administrative, civil or criminal actions, including
actions pending, on appeal or concluded, against GCM or its principals.         

                    GCM and its principals may, from time to time, trade futures
interests contracts for their own proprietary accounts. Such trades may or may  
not be in accordance with the GCM trading programs described below.             

Systematic Trading Approach                                                     

                 GCM primarily relies on technical rather than fundamental
information as the basis for its trading decisions. GCM believes that it can    
over time successfully anticipate market events using its quantitative          
mathematical models to determine its trading activities, as opposed to          
attempting to properly forecast price trends using subjective analysis of supply
and demand. The primary objective of the trading systems is to establish        
positions in markets where the price action of a particular market signals the  
computerized systems used by GCM that a potential trend in prices is occurring. 
The systems are designed to mathematically analyze the recent trading           
characteristics of each market and statistically compare such characteristics to
the long term historical trading pattern of the particular market. As a result  
of this analysis, the program will utilize proprietary risk management and trade
filter strategies which are intended to enable the system to benefit from       
sustained price trends while protecting the account from unacceptable levels of 
risk and volatility exposure.                                                   

               GCM generally uses multiple trading systems in managing
capital for most clients. These strategies are similar in philosophy but can    
have significant differences in terms of methodology. GCM expects all of its    
investment strategies to experience favorable results over time, and believes   
that the historical analysis of utilizing multiple trading systems indicates    
that diversifying the management of an investor's capital between the           
methodologies will enhance performance while reducing volatility and risk.      

Discretionary Trading Group                                                     

                   In February 1998, GCM established the Discretionary Trading
Group ("DTG") to trade proprietary capital using a discretionary trading        
approach. This group generally utilizes fundamental information as well as      
certain technical data as the basis for its trading strategies. Unlike GCM's    
computerized trading programs which are wholly based on mathematical models, the
discretionary traders rely on their personal judgment to determine which markets
to trade, when to enter or exit a position and when to take a profit or loss.   
Their trading decisions may be based on a fundamental view of the market which  
can be of either a long or short term time horizon, information flow, technical 
research, and many other factors. The DTG participates in the global macro      
markets including foreign exchange, fixed income, futures and cash markets.     

              The DTG's performance results will, in general, not be
correlated to GCM's other trading programs or other discretionary traders. Each 
member of the DTG has had several years of experience in discretionary trading  
prior to joining GCM and has demonstrated historically the ability to generate  
significant returns with low relative risk.                                     

The GCM Trading Programs                                                        

                GCM will initially trade 100% of Charter Graham's assets
pursuant to its Global Diversified Program, as described below, at 1.5 times the
leverage it normally applies for such program. Subject to the prior approval of 
the General Partner, GCM may, at any time trade some or all of the Partnership's
assets among one or more of GCM's other programs and/or GCM's discretionary     
trading approach, and at an increased or reduced rate of leverage.              

Global Diversified Program              

                The Global Diversified Program ("GDP") utilizes multiple
computerized trading models which are designed to participate in the potential  
profit opportunities of approximately 70 global markets. This program features  
broad diversification in both financial and non-financial markets.              

                    The strategies which are utilized are primarily long term in
nature and are intended to generate significant returns over time with low      
relative risk and volatility characteristics. The computer models on a daily    
basis analyze the recent price action, the relative strength, and the risk      
characteristics of each market and compare statistically the quantitative       
results of this data to years of historical data on each market.                

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                 The GDP will normally have approximately 29% weighting in
futures contracts based on short term and long term global interest rates, 35%  
weighting in currency forwards, 7% stock index futures, 15% in agricultural     
futures, 10% in metal futures, and 4% in energy futures. The actual weighting   
and leverage used in each market will change over time due to liquidity, price  
action, and risk considerations.                                                

                    GCM rebalances the weighting of each market in the portfolio
on a monthly basis so as to maintain, on a volatility and risk adjusted basis,  
consistent exposure to each market over time.                                   

International Financial Program         

                 The International Financial Program ("IFP") uses multiple
proprietary trading systems to manage clients' capital. Unlike GCM's other      
programs, which emphasize broad participation in markets such as agriculture,   
metals, energy, livestock, and soft commodities, the IFP concentrates its       
trading activities in foreign exchange, global interest rates, and stock        
indices. Although less diversified than GCM's other programs, the IFP emphasizes
those financial markets that have historically provided the most consistent     
profit opportunities to GCM. As a result, the performance of the IFP may vary   
significantly from GCM's other programs. Additionally, the IFP utilizes a       
moderately higher degree of leverage than the GDP and may, as a result,         
experience greater returns and a higher degree of volatility.                   

Graham Global FX Program                

                   The Graham Global FX Program ("GGFX") was developed to meet
the investment objectives of institutional clients who wish to participate in   
the foreign exchange markets utilizing the trading strategies of GCM. This      
program uses a lower degree of leverage than the GDP and may, as a result,      
experience more conservative returns and a lower degree of volatility.          

                    The GGFX utilizes GCM's computerized models in approximately
20 cross-currency relationships including cross rates in both major and minor   
world currencies. Virtually all of the program's trading is conducted in 24     
interbank currency markets. The program will normally maintain positions in     
approximately half the markets it follows, and its overall leverage will average
from 2:1 to 3:1.                                                                

            The GGFX is designed for investors who want specific
exposure to systematic currency trading. The GGFX is also used by financial     
institutions who want to out-source a portion of their proprietary trading. GCM 
can tailor the leverage and risk/reward objectives of the GGFX to meet the needs
of each client.                                                                 

Graham Selective Trading Program        

                  The Graham Selective Trading Program ("GST") was developed
in 1997 and utilizes a completely different trading system than other GCM       
programs. The GST uses a mathematical model to identify certain price patterns  
which have very specific characteristics indicating that there is a high        
probability that a significant directional move will occur. Although the system 
does not trade against the market trend, it is not a true trend-following system
inasmuch as it will only participate in very specific types of market moves     
which meet the very restrictive criteria of the model. As a result, it may      
frequently not participate in market trends in which virtually all              
trend-following systems would have a position. The program trades in            
approximately 57 markets with approximate weighting of 35% in foreign exchange, 
30% in global interest rates, 5% in stock index futures, 16% agricultural       
futures, 11% in metal futures, and 3% in energy futures. Due to the extremely   
selective criteria of the GST model, the program will normally maintain a       
neutral position in approximately 60% to 80% of the markets in the portfolio.   

Natural Resource Program                

                 The Natural Resource Program ("NRP") participates only in
potential profit opportunities of production-type commodities. The trading      
approach is primarily based on the philosophy that production commodities,      
unlike financial futures, are mean-reverting over time. In GCM's opinion, when  
commodities such as grains become very expensive relative to their cost of      
production and their long term historical price level, these markets will       
eventually experience mean-reversion. Under this scenario, they eventually      
return to their "normal" price, or even a discount to this level, due to        
increased production caused by attractive price levels for producers.           
Conversely, when a commodity becomes very cheap relative to its production cost 
and long term price history, eventually this commodity will rise in value to its
normal price, and potentially a premium over this price, as production          
diminishes due to low profitability levels for producers.                       

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                  GCM believes that the mean reversion process will normally
occur over several years in each market as producers increase production to take
advantage of prices which are high by historical standards or, alternatively,   
cut production when prices become too cheap to generate a profit for a producer.
These cyclical patterns vary in time and magnitude; however, they can provide   
excellent profit potential for trading strategies which GCM has specifically    
designed in an effort to take advantage of market valuations which are          
unsustainable over time.                                                        

      The NRP will participate in several sectors of
production-type markets, including grains, livestock, energy, soft commodities, 
base and precious metals. One of the most significant advantages of the NRP is  
its lack of performance correlation to other types of managed futures programs  
or traditional asset classes.                                                   

Past Performance of GCM                                                         

                Set forth below in Capsules A, B, C, D and E is the past
performance history of GCM and its principals for client accounts. Capsule A-1  
is a pro forma of an account from Capsule A based on 1.5 times the standard     
leverage of the Graham Global Diversified Program, adjusted for the brokerage,  
management, and incentive fees to be applied to Charter Graham. The footnotes   
following Capsule E are an integral part of each Capsule.                       

                    INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET
FORTH IN THE FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND 
MAY HAVE NO BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY GCM OR     
CHARTER GRAHAM IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF      
FUTURE RESULTS. THERE CAN BE NO ASSURANCE THAT GCM OR THE PARTNERSHIP WILL MAKE 
ANY PROFITS AT ALL OR WILL BE ABLE TO AVOID INCURRING SUBSTANTIAL LOSSES.       
INVESTORS SHOULD ALSO NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT    
PORTION OF A COMMODITY POOL'S TOTAL INCOME AND, IN CERTAIN INSTANCES, MAY       
GENERATE PROFITS WHERE THERE HAVE BEEN REALIZED OR UNREALIZED LOSSES FROM       
FUTURES INTEREST TRADING.                                                       

                                                                       CAPSULE A

GRAHAM CAPITAL MANAGEMENT, L.P. 
GLOBAL DIVERSIFIED PROGRAM

Name of CTA: Graham Capital Management, L.P.              
Name of program: Global Diversified Program               
Inception of trading by CTA: July 1994                    
Inception of trading in program: July 1994                
Number of open accounts: 14                               
Aggregate assets overall: $556,000,000                    
Aggregate assets in program: $399,000,000                 
Largest monthly drawdown: (6.31)% - (2/96)                
Worst peak-to-valley drawdown: (11.40)% - (7/95-10/95)    
1998 year-to-date return (5 months): 3.61%                
1997 annual return: 4.97%                                 
1996 annual return: 14.14%                                
1995 annual return: 23.20%                                
1994 annual return (6 months): (3.73)%                    

                                                                     CAPSULE A-1

GRAHAM CAPITAL MANAGEMENT, L.P. 
PRO FORMA OF AN ACCOUNT FROM CAPSULE A
GLOBAL DIVERSIFIED PROGRAM

Largest monthly drawdown: (11.05)% - (2/96)               
Worst peak-to-valley drawdown: (12.18)% -(2/97-6/97)      
1998 year-to-date return (5 months): 4.49%                
1997 annual return: 7.62%                                 
1996 annual return: 18.74%                                
1995 annual return (11 months): 39.84%                    

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                                                                       CAPSULE B
GRAHAM CAPITAL MANAGEMENT, L.P. 
INTERNATIONAL FINANCIAL PROGRAM 

Name of CTA: Graham Capital Management, L.P.              
Name of program: International Financial Program          
Inception of trading by CTA: July 1994                    
Inception of trading in program: January 1996             
Number of open accounts: 2                                
Aggregate assets overall: $556,000,000                    
Aggregate assets in program: $26,000,000                  
Largest monthly drawdown: (5.90)% - (2/96)                
Worst peak-to-valley drawdown: (8.55)% - (2/97-6/97)      
1998 year-to-date return (5 months): (0.84)%              
1997 annual return: 5.14%                                 
1996 annual return: 13.98%                                

                                                                       CAPSULE C
GRAHAM CAPITAL MANAGEMENT, L.P. 
NATURAL RESOURCE PROGRAM

Name of CTA: Graham Capital Management, L.P.              
Name of program: Natural Resource Program                 
Inception of trading by CTA: July 1994                    
Inception of trading in program: September 1996           
Number of open accounts: 3                                
Aggregate assets overall: $556,000,000                    
Aggregate assets in program: $38,000,000                  
Largest monthly drawdown: (5.72)% - (10/97)               
Worst peak-to-valley drawdown: (17.57)% - (1/97-5/98)     
1998 year-to-date return (5 months): 12.02%               
1997 annual return: (16.30)%                              
1996 annual return (4 months): 2.73%                      

                                                                       CAPSULE D
GRAHAM CAPITAL MANAGEMENT, L.P. 
GLOBAL FX PROGRAM 

Name of CTA: Graham Capital Management, L.P.              
Name of program: Global FX Program                        
Inception of trading by CTA: July 1994                    
Inception of trading in program: May 1997                 
Number of open accounts: 5                                
Aggregate assets overall: $556,000,000                    
Aggregate assets in program: $26,000,000                  
Largest monthly drawdown: (3.58) % - (2/98)               
Worst peak-to-valley drawdown: (7.55)% - (12/97-5/98)     
1998 year-to-date return (5 months): (2.85)%              
1997 annual return (8 months): 4.52%                      

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                                                                       CAPSULE E

GRAHAM CAPITAL MANAGEMENT, L.P. 
SELECTIVE TRADING PROGRAM 

Name of CTA: Graham Capital Management, L.P.              
Name of program: Graham Selective Trading Program         
Inception of trading by CTA: July 1994                    
Inception of trading in program: September 1997           
Number of open accounts: 1                                
Aggregate assets overall: $556,000,000                    
Aggregate assets in program: $50,000,000                  
Largest monthly drawdown: (0.98)% - (3/98)                
Worst peak-to-valley drawdown: (0.98%) - (3/98-5/98)      
1998 year-to-date return (5 months): 2.39%                
1997 annual return (4 months): 2.11%                      

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Footnotes to GCM Capsules A, B, C, D and E Performance Summaries                

                    "Inception of trading by CTA" is the date on which GCM began
trading client accounts.                                                        

                  "Inception of trading in program" is the date on which GCM
began trading client accounts pursuant to the program shown.                    

                    "Number of open accounts" is the number of accounts directed
by GCM pursuant to the program shown as of May 31, 1998.                        

                    "Aggregate assets overall" is the aggregate amount of assets
in accounts under the management of GCM as of May 31, 1998, and includes client 
and proprietary funds and notional equity. Notional equity represents the       
additional amount of equity that exceeds the amount of equity actually committed
to GCM for management.                                                          

                "Aggregate assets in program" is the aggregate amount of
assets in the program specified as of May 31, 1998, and includes client and     
proprietary funds and notional equity.                                          

                  "Largest monthly drawdown" is the largest loss experienced
by a single account in the program in any calendar month during the most recent 
five calendar years and year-to-date expressed as a percentage of the total     
equity in the account and includes the month and year of such drawdown.         

          "Worst peak-to-valley drawdown" means the greatest
cumulative percentage decline in month-end net asset value due to losses        
sustained during any period in which the initial month-end net asset value is   
not equaled or exceeded by a subsequent month-end net asset value.              

                    "Annual and year-to-date return" is computed on a compounded
monthly basis assuming reinvestment of accrued profits. Rate of Return is       
computed by reference to total equity in the program. These numbers represent   
the composite performance of all accounts in the program, not the performance of
any specific account.                                                           

Footnotes to GCM Capsule A-1 Pro Forma Performance Summary                      

                   Capsule A-1 above reflects pro forma rates of return, which
are the result of the General Partner making certain pro forma adjustments to   
the actual past performance record of a client account managed pursuant to the  
GDP, the trading program to be employed for Charter Graham by GCM. The pro forma
adjustments are an attempt approximately to reflect the brokerage, management   
and incentive fees, and interest income, and the degree of leverage to be       
applied for Charter Graham, as opposed to the fees, expenses, and interest      
income and leverage applicable to the account.                                  

                    CAPSULE A-1 MUST BE READ IN CONJUNCTION WITH THE DESCRIPTION
OF GCM AND ITS TRADING PROGRAMS ABOVE. FURTHERMORE, PROSPECTIVE INVESTORS MUST  
BE AWARE THAT PRO FORMA RATES OF RETURN HAVE CERTAIN INHERENT LIMITATIONS: (A)  
PRO FORMA ADJUSTMENTS ARE ONLY AN APPROXIMATE MEANS OF MODIFYING HISTORICAL     
RECORDS TO REFLECT CERTAIN ASPECTS OF THE ECONOMIC TERMS OF A NEW COMMODITY     
POOL, CONSTITUTE NO MORE THAN                                                   

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MATHEMATICAL ADJUSTMENTS TO ACTUAL PERFORMANCE NUMBERS, AND GIVE NO EFFECT      
WHATSOEVER TO SUCH FACTORS AS POSSIBLE CHANGES IN TRADING APPROACH THAT MIGHT   
HAVE RESULTED FROM THE DIFFERENT FEE STRUCTURE, INTEREST INCOME, LEVERAGE, AND  
OTHER FACTORS APPLICABLE TO CHARTER GRAHAM AS COMPARED TO GCM'S ACTUAL TRADING; 
AND (B) THERE ARE DIFFERENT MEANS BY WHICH THE PRO FORMA ADJUSTMENTS COULD HAVE 
BEEN MADE. INVESTORS SHOULD ESPECIALLY NOTE THAT GCM HAS NEVER TRADED AT THE FEE
STRUCTURE APPLICABLE TO CHARTER GRAHAM. AS OF THE DATE OF THIS PROSPECTUS,      
CHARTER GRAHAM HAS NOT BEGUN TRADING.                                           

                   WHILE THE GENERAL PARTNER BELIEVES THAT THE INFORMATION SET
FORTH IN CAPSULE A-1 IS RELEVANT TO EVALUATING AN INVESTMENT IN CHARTER GRAHAM, 
NO REPRESENTATION IS OR COULD BE MADE THAT THE TABLE PRESENTS WHAT THE RESULTS  
OF CHARTER GRAHAM WOULD HAVE BEEN IN THE PAST OR ARE LIKELY TO BE IN THE FUTURE.
PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS..                            

MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.                                

            The Trading Advisor for Charter Millburn is Millburn
Ridgefield Corporation ("MRC"). MRC is a Delaware Corporation which was         
organized in May 1982. MRC's main business address is 411 West Putnam Avenue,   
Greenwich, Connecticut 06830. MRC has been registered with the CFTC as a CTA    
since July 1982 and as a CPO since September 1984 and is a member of the NFA in 
such capacities. MRC is not affiliated with the General Partner, the Commodity  
Brokers, or any other Trading Advisor.                                          

The principals of MRC are as follows:   

                 Mr. Harvey Beker is President, Co-Chief Executive Officer
and a Director of MRC and The Millburn Corporation, and a partner of ShareInVest
Research L.P. He received a Bachelor of Arts degree in economics from New York  
University in 1974 and a Master of Business Administration degree in finance    
from NYU in 1975. From June 1975 to July 1977, Mr. Beker was employed by Loeb   
Rhoades, Inc. where he developed and traded silver arbitrage strategies. From   
July 1977 to June 1978, Mr. Beker was a futures trader at Clayton Brokerage Co. 
of St. Louis. Mr. Beker has been employed by The Millburn Corporation since June
1978. During his tenure at Millburn, he has been instrumental in the development
of the research, trading and operations areas. Mr. Beker became a principal of  
the firm in 1982.                                                               

            Mr. George E. Crapple is Co-Chief Executive Officer,
Vice-Chairman and a Director of MRC, Vice-Chairman and a Director of The        
Millburn Corporation and a partner of ShareInVest Research L.P. In 1966 he      
graduated with honors from the University of Wisconsin where his field of       
concentration was economics and he was elected to Phi Beta Kappa. In 1969 he    
graduated from Harvard Law School, magna cum laude, where he was a member of the
Harvard Law Review. He was a lawyer with Sidley & Austin, Chicago, Illinois,    
from 1969 until April 1, 1983, and a partner since 1975, specializing in        
commodities, securities, corporate and tax law. He was first associated with MRC
in 1976 and joined MRC on April 1, 1983 on a full-time basis. Mr. Crapple is a  
member of the Board of Directors, Executive and Appeals Committees and a former 
Chairman of the Eastern Regional Business Conduct Committee of the NFA,         
Vice-Chairman of the Board of Directors and a member of the Executive Committee 
of the Managed Funds Association, a member of the Financial Products Advisory   
Committee of the CFTC and a former member of the Board of Directors of the      
Futures Industry Association.                                                   

                 Mr. Mark B. Fitzsimmons is a Senior Vice-President of MRC
and The Millburn Corporation and a partner of ShareInVest Research L.P. His     
responsibilities include both marketing and investment strategy. He graduated   
summa cum laude from the University of Bridgeport, Connecticut in 1970 with a   
B.S. in economics. His graduate work was done at the University of Virginia,    
where he received a certificate of candidacy for a Ph.D. in economics in 1973.  
He joined Millburn Ridgefield in January 1990 from Morgan Stanley & Co.         
Incorporated, where he was a principal and manager of institutional foreign     
exchange sales and was involved in strategic trading for the firm. From 1977 to 
1987 he was with Chemical Bank New York Corporation, first as a Senior Economist
in Chemical's Foreign Exchange Advisory Service and later as a Vice-President   
and Manager of Chemical's Corporate Trading Group. While at Chemical he also    
traded both foreign exchange and fixed income products. From 1973 to 1977 Mr.   
Fitzsimmons was employed by the Federal Reserve Bank of New York, dividing his  
time between the International Research Department and the Foreign Exchange     
Department.                                                                     

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                  Mr. Barry Goodman is Executive Vice-President, Director of
Trading and Co-Director of Research of MRC and The Millburn Corporation and a   
partner of ShareInVest Research L.P. His responsibilities include overseeing the
firm's trading operation and managing its trading relationships, as well as the 
design and implementation of trading systems. He graduated magna cum laude from 
Harpur College of the State University of New York in 1979 with a B.A. in       
economics. From 1980 through late 1982 he was a commodity trader for E. F.      
Hutton & Co., Inc. At Hutton he also designed and maintained various technical  
indicators and coordinated research projects pertaining to the futures markets. 
He joined MRC in 1982 as Assistant Director of Trading.                         

                   Mr. Dennis B. Newton is a Senior Vice-President of MRC. His
primary responsibilities are in administration and marketing. Prior to joining  
MRC in September 1991, Mr. Newton was President of Phoenix Asset Management,    
Inc., a registered commodity pool operator from April 1990 to August 1991. Prior
to his employment with Phoenix, Mr. Newton was a Director of Managed Futures    
with Prudential-Bache Securities Inc. from September 1987 to March 1990. Mr.    
Newton joined Prudential-Bache from Heinold Asset Management, Inc., where he was
a member of the senior management team. Heinold was a pioneer and one of the    
largest sponsors of funds utilizing futures and currency forward trading.       

          Mr. Grant N. Smith is Executive Vice-President and
Co-Director of Research of MRC and The Millburn Corporation and a partner of    
ShareInVest Research L.P. He is responsible for the design, testing and         
implementation of quantitative trading strategies, as well as for planning and  
overseeing the computerized decision-support systems of the firm. He received a 
B.S. degree from the Massachusetts Institute of Technology in 1974 and an M.S.  
degree from M.I.T. in 1975. While at M.I.T. he held several teaching and        
research positions in the computer science field and participated in various    
projects relating to database management. He joined MRC in 1975.                

                    During the five years preceding the date of this Prospectus,
there have been no material administrative, civil or criminal actions, including
actions pending, on appeal or concluded, against MRC or its principals.         

                    MRC and its principals may, from time to time, trade futures
interests contracts for their own proprietary accounts. Such trades may or may  
not be in accordance with the MRC trading programs described below.             

                  The objective of MRC's trading method is to participate in
all major sustained price moves in the markets traded. MRC regards its approach 
as long-term in nature. MRC will make trading decisions pursuant to its trading 
method which includes technical trend analysis (and certain non-trend-following 
technical systems) and the money management principles described below, which   
may be revised from time to time. Given trends in price of sufficient duration  
and magnitude, these trading systems may be profitable even though more than    
half of all individual trades are unprofitable. A period of time without such   
trends, however, may result in substantial losses. MRC has a substantial ongoing
research effort to improve its currency and futures trading method and to apply 
its quantitative analysis expertise to new financial products.                  

               MRC considers its methodology to be an exercise in risk
control. It includes systems applicable to each market traded individually and  
money management principles applicable to a portfolio as a whole.               

                    The first step in the methodology is developing intermediate
to long-term trading systems which generate long or short (buy or sell)         
decisions in a particular market based on the direction of the price trend in   
the market. Trading is limited to markets which MRC believes are sufficiently   
liquid in respect of the amount of trading contemplated. MRC has developed      
hundreds of trading systems using classes of quantitative models and classes of 
data such as price, volume and interest rates. The full range of systems will be
tested in each market against five, ten or fifteen years of historical data to  
simulate the results each system would have achieved in the market had it been  
used to make trading decisions during the simulation period.                    

                    The performance of all systems in the market are ranked, and
three or four systems are selected which make decisions in different ways at    
different times. This multi-system approach ensures that the total risk intended
to be taken in a market pursuant to trend-following strategies is spread over   
several different strategies. For example, if four systems are used to trade    
crude oil, the maximum position would be traded if all four were long or short. 
If two were long and two short, they would cancel each other out and a flat     
position in crude oil would be signaled. The effect of the multi-system approach
is that in periods where the technical picture is unclear, the systems disagree 
and positions will be light or flat, but when all systems agree on the trend,   
maximum positions will be traded.                                               

                  In certain markets, MRC also uses short-term systems based
on intra-day tick data. Minute-by-minute prices are used to identify "quiet" as 
opposed to "noisy" periods, and trades may be implemented with or counter to the
short-term trend, depending on conditions.                                      

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                   In certain markets, MRC also uses an options strategy which
focuses on options' implied volatility. When volatility is low, the probability 
of trend-following directional signals being profitable increases, and trades   
are implemented by buying at the money or slightly out of the money options. The
nature of options results in an increase in leverage as a position becomes      
profitable and a decrease in leverage as a position becomes unprofitable.       

                  The volatility overlay is also a part of individual market
risk management. This system measures the risk in the portfolio's position in a 
market, again, for example, crude oil, by analyzing the current and past        
volatility of the position. The volatility overlay signals a decrease in        
position size when risk increases and an increase in position size when risk    
decreases. Risk is a function of both price level and price volatility. For     
example, a 100,000 barrel crude oil position is worth more and is, therefore,   
more risky with oil at $30 than with oil at $10. Similarly, if prices were      
moving in a 5% range daily, oil is more risky than if prices were moving in a 1%
range daily. The volatility overlay maintains overall portfolio risk and        
distribution of risk across markets within designated ranges. It is applied to  
all three systematic strategies described in the three preceding paragraphs. A  
secondary benefit of the volatility overlay can be timely taking of profits,    
since markets tend to become more volatile after a profitable trend has been    
long underway, and the volatility underlay often signals position reductions    
before trend reversals.                                                         

          The second category of risk control involves money
management principles applicable to the portfolio as a whole, rather than to    
individual markets. The first principle is portfolio diversification, which     
further improves the quality of profits by reducing volatility. In any currency 
and futures portfolio, MRC will select markets and assign them weightings to    
achieve broad diversification. Factors considered include profitability,        
liquidity, market depth, correlation of losing periods, and MRC's trading       
experience. MRC seeks a portfolio where returns from trading various markets are
not highly correlated; returns are not all positive or negative at the same     
time.                                                                           

                Additional money management principles applicable to the
portfolio as a whole include: limiting the assets committed as margin, generally
within a range of 15% to 30% (22.5% to 45% for accounts traded at 150% of       
standard leverage) of an account's net assets at exchange minimum margins       
(including imputed margins on forward positions), although the amount committed 
to margin at any time may be substantially higher; prohibiting pyramiding (that 
is, using unrealized profits in a particular market as margin for additional    
positions in the same market); and changing the equity utilized for trading by  
an account solely on a controlled periodic basis rather than as an automatic    
consequence of an increase in equity resulting from trading profits.            

                    The final risk control money management principle is careful
control of leverage or portfolio size. This is determined by simulating the     
entire portfolio -- all markets, all systems, all risk control overlays, the    
exact weightings of the markets in the portfolio, and the proposed level of     
leverage -- over the past five or ten years to determine the worst case         
experienced by the portfolio in the simulation period. The worst case is        
measured from a daily high in portfolio assets to the subsequent daily low,     
whether that occurs days, weeks or months after the daily high (a peak-to-trough
drawdown). If the drawdown is considered too severe, the leverage or portfolio  
size is reduced.                                                                

                    Decisions whether to trade a particular market will be based
upon various factors, including the liquidity of the market, its significance in
terms of the desired degrees of concentration and diversification, and its      
profit potential, both historically and at a given time. These decisions will   
require the exercise of judgment. The decision not to trade certain markets for 
certain periods, or to reduce the size of a position in a particular market, may
result at times in missing significant profit opportunities.                    

                   The money management principles, computer assisted research
into historical trading data, and experience of the principals of MRC are       
factors upon which decisions concerning the percentage of assets to be used for 
each market traded and the size of positions taken or maintained will be based. 
From time to time decisions to increase, decrease, cover or reverse a futures,  
forward or option position may be made which are not signaled by the systematic 
technical trading systems. Such decisions also require the exercise of judgment 
and may include consideration of the volatility of the particular market; the   
pattern of price movement, both inter-day and intra-day; open interest; volume  
of trading; changes in spread relationships between various forward contracts;  
and overall portfolio balance and risk exposure.                                

                   With respect to the execution of trades, MRC may rely to an
extent on the judgment of others, including dealers, bank traders and floor     
brokers. No assurance is given that it will be possible to execute trades       
regularly at or near the desired buy or sell point.                             

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            Although MRC adjusts the leverage at which it trades
different portfolios to reflect the number of markets traded and the weightings 
of the various markets, it does not at the present time utilize different       
systems or methods depending on the markets traded in a portfolio. Whether MRC  
is trading the Diversified, World Resource, Currency or Global portfolio, the   
same models are used in the same markets at the present time.                   

                   The trading method, systems and money management principles
to be utilized by MRC are proprietary and confidential and vary over time. The  
foregoing description is general and is not intended to be complete. While MRC  
believes the description of its strategies may be of interest to prospective    
investors, prospective investors must be aware of the inherent limitations on   
any such description.                                                           

The MRC Trading Programs                                                        

                  MRC will initially trade 100% of Charter Millburn's assets
pursuant to its Diversified Portfolio, as described below. Subject to the prior 
approval of the General Partner, MRC may, at any time, trade some or all of the 
Partnership's assets among one or more of MRC's other programs.                 

Diversified Portfolio                   

                   MRC trades a broadly diversified portfolio of approximately
50 markets in the following six sectors: currencies, precious and industrial    
metals, debt instruments, stock indices, agricultural commodities and energy.   
Currencies currently account for approximately 40% of the Diversified Portfolio.
MRC trades its Diversified Portfolio at standard leverage and at 150% of        
standard leverage.                                                              

Currency Portfolio                      

               MRC trades approximately 20 different currencies in its
Currency Portfolio, including "cross-rate" positions (positions in two different
currencies other than the United States dollar). MRC -- which had managed       
financially-oriented accounts since 1979 -- began managing currency-only        
accounts in November 1989. MRC trades its Currency Portfolio at standard        
leverage and at 150% of standard leverage.                                      

Global Portfolio                        

                  The Global Portfolio includes the currency markets as well
as futures and options contracts on U.S. and non-U.S. interest rates and stock  
indices as well as precious and industrial metals. MRC trades its Global        
portfolio at standard leverage and at 150% of standard leverage.                

World Resource Portfolio                

          The World Resource Portfolio is a variation of the
Diversified Portfolio, but with a reduced emphasis on currency markets. MRC     
began trading the World Resource Portfolio on a non-proprietary basis in        
September 1995.                                                                 

Past Performance of MRC                 

                 Set forth below in Capsules A, B, C, D, E, F and G is the
past performance history of MRC and its principals for client accounts. Capsule 
A-1 is a pro forma of Capsule A, adjusted for the brokerage, management, and    
incentive fees to be applied to Charter Millburn. The footnotes following       
Capsule G are an integral part of each Capsule.                                 

                    INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET
FORTH IN THE FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND 
MAY HAVE NO BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY MRC OR     
CHARTER MILLBURN IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF    
FUTURE RESULTS. THERE CAN BE NO ASSURANCE THAT MRC OR THE PARTNERSHIP WILL MAKE 
ANY PROFITS AT ALL OR WILL BE ABLE TO AVOID INCURRING SUBSTANTIAL LOSSES.       
INVESTORS SHOULD ALSO NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT    
PORTION OF A COMMODITY POOL'S TOTAL INCOME AND, IN CERTAIN INSTANCES, MAY       
GENERATE PROFITS WHERE THERE HAVE BEEN REALIZED OR UNREALIZED LOSSES FROM       
FUTURES INTEREST TRADING.                                                       

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                                                                       CAPSULE A

MILLBURN RIDGEFIELD CORPORATION 
DIVERSIFIED PORTFOLIO 

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Diversified Portfolio                    
Inception of trading by CTA: February 1971                
Inception of trading in program: February 1971            
Number of open accounts: 22                               
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $404,308,011                 
Largest monthly drawdown (past 5 years): (11.50)% - (2/96)
Largest monthly drawdown (since 1977): 18.30% - (9/86)    
      Worst peak-to-valley drawdown (past 5 years): (12.93)% - (1/96 -
5/96)                                                     
         Worst peak-to-valley drawdown (since 1977): (32.50)% - (3/86-12/86)
     Accounts closed with positive net performance (past 5 years): 1
    Accounts closed with positive net performance (since 1977): 13
     Accounts closed with negative net performance (past 5 years): 0
   Accounts closed with negative net performance (since 1977): 0

                                                                [Download Table]
                                                                         
1998 year-to-date return (5 months): (2.63)% 1987 annual return: 35.02%  
1997 annual return: 12.61%                   1986 annual return: (19.36)%
1996 annual return: 17.33%                   1985 annual return: 23.44%  
1995 annual return: 32.82%                   1984 annual return: 21.72%  
1994 annual return: 11.78%                   1983 annual return: (9.44)% 
1993 annual return: 10.90%                   1982 annual return: 29.09%  
1992 annual return: 17.30%                   1981 annual return: 38.50%  
1991 annual return: 4.44%                    1980 annual return: 66.53%  
1990 annual return: 53.01%                   1979 annual return: 57.18%  
1989 annual return: (0.94)%                  1978 annual return: 18.92%  
1988 annual return: 2.70%                    1977 annual return: 7.12%   

                                                                     CAPSULE A-1

MILLBURN RIDGEFIELD CORPORATION 
PRO FORMA OF CAPSULE A
DIVERSIFIED PORTFOLIO 

Largest monthly drawdown (past 5 years): (12.47)% - (2/96)
Largest monthly drawdown (since 1977): 22.81% - (4/78)    
          Worst peak-to-valley drawdown: (past five years): (13.65)% - (2/96 -
5/96)                                                     
         Worst peak-to-valley drawdown (since 1977): (32.84)% - (4/86-12/86)

                                                                [Download Table]
                                                                         
1998 year-to-date return (5 months): (5.05)% 1987 annual return: 38.89%  
1997 annual return: 6.92%                    1986 annual return: (18.24)%
1996 annual return: 13.33%                   1985 annual return: 27.33%  
1995 annual return: 25.71%                   1984 annual return: 26.76%  
1994 annual return: 8.61%                    1983 annual return: (7.10)% 
1993 annual return: 7.73%                    1982 annual return: 32.78%  
1992 annual return: 11.71%                   1981 annual return: 42.06%  
1991 annual return: 3.38%                    1980 annual return: 73.39%  
1990 annual return: 53.44%                   1979 annual return: 67.92%  
1989 annual return: (4.23)%                  1978 annual return: 22.96%  
1988 annual return: 2.85%                    1977 annual return: 9.12%   

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                                                                       CAPSULE B

MILLBURN RIDGEFIELD CORPORATION 
DIVERSIFIED PORTFOLIO--HIGH LEVERAGE

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Diversified Portfolio--High Leverage     
Inception of trading by CTA: February 1971                
Inception of trading in program: April 1998               
Number of open accounts: 4                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $50,000,000                  
Largest monthly drawdown: (8.93)% - (4/98)                
Worst peak-to-valley drawdown: (8.93)% - (4/98)           
1998 year-to-date return (2 months): (3.81)%              

                                                                       CAPSULE C

MILLBURN RIDGEFIELD CORPORATION 
CURRENCY PORTFOLIO

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Currency Portfolio                       
Inception of trading by CTA: February 1971                
Inception of trading in program: November 1989            
Number of open accounts: 9                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $71,300,006                  
Largest monthly drawdown: (12.03)% - (8/93)               
Worst peak-to-valley drawdown: (33.06)% - (9/92-1/95)     
1998 year-to-date return (5 months): (2.30)%              
1997 annual return: 20.86%                                
1996 annual return: 11.29%                                
1995 annual return: 18.88%                                
1994 annual return: (7.90%)                               
1993 annual return: (13.00%)                              

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                                                                       CAPSULE D

MILLBURN RIDGEFIELD CORPORATION 
CURRENCY PORTFOLIO - HIGH LEVERAGE

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Currency Portfolio - High Leverage       
Inception of trading by CTA: February 1971                
Inception of trading in program: July 1993                
Number of open accounts: 1                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $12,448,310                  
Largest monthly drawdown: (13.10)% - (8/93)               
Worst peak-to-valley drawdown: (29.75)% - (7/93-1/95)     
1998 year-to-date return (5 months): (4.28)%              
1997 annual return: 27.99%                                
1996 annual return: 16.36%                                
1995 annual return: 25.15%                                
1994 annual return: (21.29)%                              
1993 annual return (6 months): (11.10)%                   

                                                                       CAPSULE E

MILLBURN RIDGEFIELD CORPORATION 
GLOBAL PORTFOLIO

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Global Portfolio                         
Inception of trading by CTA: February 1971                
Inception of trading in program: November 1989            
Number of open accounts: 3                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $47,937,544                  
Largest monthly drawdown: (10.54)% - (1/94)               
Worst peak-to-valley drawdown: (13.74)% - (6/94 - 1/95)   
1998 year-to-date return (5 months): (6.47)%              
1997 annual return: 13.65%                                
1996 annual return: 11.38%                                
1995 annual return: 25.76%                                
1994 annual return: (5.24)%                               
1993 annual return: 9.10%                                 

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                                                                       CAPSULE F

MILLBURN RIDGEFIELD CORPORATION 
GLOBAL PORTFOLIO - HIGH LEVERAGE

Name of CTA: Millburn Ridgefield Corporation              
Name of program: Global Portfolio - High Leverage         
Inception of trading by CTA: February 1971                
Inception of trading in program: July 1993                
Number of open accounts: 0                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $0                           
Largest monthly drawdown: (13.23)% - (1/94)               
Worst peak-to-valley drawdown: (20.05)% - (6/94 - 1/95)   
1997 annual return: 11.82%                                
1996 annual return: 11.15%                                
1995 annual return: 32.15%                                
1994 annual return: (9.03%)                               
1993 annual return (6 months): 9.34%                      

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                                                                       CAPSULE G

MILLBURN RIDGEFIELD CORPORATION 
WORLD RESOURCE PORTFOLIO

Name of CTA: Millburn Ridgefield Corporation              
Name of program: World Resource Portfolio                 
Inception of trading by CTA: February 1971                
Inception of trading in program: September 1995           
Number of open accounts: 4                                
Aggregate assets overall: $721,146,092                    
Aggregate assets in program: $134,944,401                 
Largest monthly drawdown: (12.28)% - (2/96)               
Worst peak-to-valley drawdown: (15.26)% - (2/97 - 8/97)   
1998 year-to-date return (5 months): (1.21)%              
1997 annual return: 1.88%                                 
1996 annual return: 8.33%                                 
1995 annual return (4 months): 7.28%                      

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Footnotes to MRC Capsules A, B, C, D, E, F, and G Performance Summaries         

                    "Inception of trading by CTA" is the date on which MRC began
trading client accounts.                                                        

                  "Inception of trading in program" is the date on which MRC
began trading client accounts pursuant to the program shown.                    

                    "Number of open accounts" is the number of accounts directed
by MRC pursuant to the program shown as of May 31, 1998.                        

                    "Aggregate assets overall" is the aggregate amount of assets
in non-proprietary accounts under the management of MRC as of May 31, 1998.     

                "Aggregate assets in program" is the aggregate amount of
assets in the program specified as of May 31, 1998.                             

                  "Largest monthly drawdown" is the largest loss experienced
by a single account in the program in any calendar month during the most recent 
five calendar years and year-to-date (and from 1977 to date in the case of      
Capsule A) expressed as a percentage of the total equity in the account and     
includes the month and year of such drawdown.                                   

               "Worst peak-to-valley drawdown" is the largest calendar
month to calendar month loss experienced by a single account in the program     
(regardless of whether it is continuous) during the most recent five calendar   
years and year-to-date (and from 1977 to date in the case of Capsule A)         
expressed as a percentage of total equity in the account and includes the months
and years in which it occurred. For example, a worst peak-to-valley drawdown in 
an account of "(10)%-(1/95 - 8/95)" means that the peak-to-valley drawdown was  
10% and lasted from January 1995 to August 1995.                                

                    "Annual and year-to-date return" is computed on a compounded
monthly basis assuming reinvestment of accrued profits. Rate of Return is       
computed by reference to total equity in the program. These numbers represent   
the composite performance of all accounts in the program, not the performance of
any specific account.                                                           

Footnotes to MRC Capsule A-1 Pro Forma Performance Summary                      

                   Capsule A-1 above reflects pro forma rates of return, which
are the result of the General Partner making certain pro forma adjustments to   
the actual past performance record of client accounts managed pursuant to the   
Diversified Portfolio, the trading program to be employed for Charter Millburn  
by MRC. The pro forma adjustments are an attempt approximately to reflect the   
brokerage, management and incentive fees, and interest income, as opposed to the
fees, expenses, and interest income applicable to the various accounts included 
in Capsule A above.                                                             

                    CAPSULE A-1 MUST BE READ IN CONJUNCTION WITH THE DESCRIPTION
OF MRC AND ITS TRADING PROGRAMS ABOVE. FURTHERMORE, PROSPECTIVE INVESTORS MUST  
BE AWARE THAT PRO                                                               

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FORMA RATES OF RETURN HAVE CERTAIN INHERENT LIMITATIONS; (A) PRO FORMA          
ADJUSTMENTS ARE ONLY AN APPROXIMATE MEANS OF MODIFYING HISTORICAL RECORDS TO    
REFLECT CERTAIN ASPECTS OF THE ECONOMIC TERMS OF A NEW COMMODITY POOL,          
CONSTITUTE NO MORE THAN MATHEMATICAL ADJUSTMENTS TO ACTUAL PERFORMANCE NUMBERS, 
AND GIVE NO EFFECT WHATSOEVER TO SUCH FACTORS AS POSSIBLE CHANGES IN TRADING    
APPROACH THAT MIGHT HAVE RESULTED FROM THE DIFFERENT FEE STRUCTURE, INTEREST    
INCOME, LEVERAGE, AND OTHER FACTORS APPLICABLE TO CHARTER MILLBURN AS COMPARED  
TO MRC'S ACTUAL TRADING; AND (B) THERE ARE DIFFERENT MEANS BY WHICH THE PRO     
FORMA ADJUSTMENTS COULD HAVE BEEN MADE. INVESTORS SHOULD ESPECIALLY NOTE THAT   
MRC HAS NEVER TRADED AT THE FEE STRUCTURE APPLICABLE TO CHARTER MILLBURN. AS OF 
THE DATE OF THIS PROSPECTUS, CHARTER MILLBURN HAS NOT BEGUN TRADING.            

                   WHILE THE GENERAL PARTNER BELIEVES THAT THE INFORMATION SET
FORTH IN CAPSULE A-1 IS RELEVANT TO EVALUATING AN INVESTMENT IN CHARTER         
MILLBURN, NO REPRESENTATION IS OR COULD BE MADE THAT THE TABLE PRESENTS WHAT THE
RESULTS OF CHARTER MILLBURN WOULD HAVE BEEN IN THE PAST OR ARE LIKELY TO BE IN  
THE FUTURE. PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS.                 

MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.                                  

                   The Trading Advisor for Charter Welton is Welton Investment
Corporation ("WIC"). "WIC" is a Delaware corporation which was merged from a    
California corporation originally formed in 1988. WIC's main business address is
The Eastwood Building, San Carlos between 5th and 6th, P.O. Box 6147, Carmel,   
California 93921-6147. WIC has been registered with the CFTC as a CPO and CTA   
since January 1989, and is a member of the NFA in such capacities. WIC is not   
affiliated with the General Partner, the Commodity Brokers or any other Trading 
Advisor.                                                                        

The principals of WIC are as follows:   

                Dr. Patrick L. Welton is the Chief Executive Officer and
Chairman of WIC. Dr. Welton developed the mathematical analysis techniques and  
systems software employed by WIC in its trading and portfolio management. From  
1978 to 1982, Dr. Welton earned Bachelor's Degrees from the University of       
Wisconsin, completing a portion of his undergraduate studies at Harvard         
University. From 1982 to 1986, he attended the UCLA School of Medicine, where he
completed graduate biophysics and medical studies and earned an MD degree. From 
1986 to 1990, he was a postgraduate physician at the Stanford University Medical
Center. In addition to his full-time management of WIC, Dr. Welton is a         
principal of Welton Global Funds Management Corporation, a Director of Axios    
Data Analysis Systems Corporation, a non-practicing shareholder in Peninsula    
Radiation Oncology Specialists, Inc., and a volunteer Clinical Professor of     
Medicine at Stanford University School of Medicine. He has engaged in futures   
and equities market research since 1981 and has traded futures for his own      
account since 1983. During the past five years, Dr. Welton has spoken at        
domestic and international conferences, authored articles, participated in panel
presentations on numerous trading and risk management issues, and served on     
committees for the Managed Funds Association ("MFA") and NFA. He is currently   
serving on the Board of Directors of the NFA. He is registered as an Associated 
Person with the NFA.                                                            

                 Ms. Annette L. Welton is a co-founder of WIC, a Director,
Chief Operational Officer and Chief Financial Officer. Ms. Welton participated  
in the early development of the systems software employed by WIC in its trading 
and portfolio management methods and, since 1988, Ms. Welton has continued to   
participate in the research committee in the review process and the monitoring  
of trading for the company's clients. She also serves as a principal of Welton  
Global Funds Management Corporation, a CPO affiliated with WIC. Ms. Welton      
earned a Bachelor of Science Degree in 1984 from the University of California at
Los Angeles. Since 1992, Ms. Welton has participated in the MFA Public Relations
and Trading and Markets Committees and is currently a member of the Trading and 
Markets Committee. She has served on the NFA's Nominating Committee in the CTA  
category and has authored and co-authored several articles published in various 
alternative investment trade publications. She is registered as an Associated   
Person with the NFA.                                                            

                   Mr. Jerry M. Harris is the Senior Vice President of WIC. He
received a Bachelor of Science Degree in 1973 in Aerospace Engineering at the   
University of Virginia. In May of 1983, he earned a Masters Degree in           
Information Systems from the University of Southern California. From 1984       
through 1988, he was Vice President and Chief Operating Officer of Cresta       
Commodity Management, Inc. in San Diego, California. Beginning 1989 through     
1990, he was Vice President of Marketing at Commodities Corporation in          
Princeton, New Jersey. From November 1988 through 1997, he was also employed as 
a pilot with Delta Airlines. Mr. Harris is responsible for                      

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business development efforts and industry representation, as well as            
participating in strategic planning for WIC. Mr. Harris is a member of the      
Alternative Investments Management Association and serves on its International  
Development Committee as well as the Institutional Money Management Advisory    
Committee of the New York Mercantile Exchange. He frequently is a featured      
speaker to institutional and private investor groups on the topic of integrating
skill-based alternative investment strategies to diversify investment           
portfolios. He has been associated with WIC since 1993 and is registered as an  
Associated Person with the NFA.                                                 

                    During the five years preceding the date of this Prospectus,
there have been no material administrative, civil or criminal actions, including
actions pending, on appeal or concluded, against WIC or its principals.         

                   WIC and its principals trade futures options and securities
for their own accounts and provide management services to other clients.        
Investments made on behalf of WIC, its principals, and its clients, as well as  
any policies related thereto, will remain confidential. In the course of such   
trading, WIC or its principals may take positions in their own accounts which   
are in the same market and in the same direction as positions advocated for     
clients. In a case where WIC or its principals place the same trade orders for  
their accounts as they do for their clients in a single block order with a      
brokerage firm, the brokerage firm shall allocate the trade fill prices assigned
to each account in a manner consistent with that firm's policy. This equalizes  
the likelihood of WIC or its principals receiving a superior or inferior price  
compared to any of their clients or, in the case of a partial fill of a block   
order, equalizes the likelihood of WIC or its principals receiving a trade that 
some customers will not receive or vice versa.                                  

WIC Investment Philosophy and Technology                                        

                WIC is committed to achieving attractive rates of return
while successfully managing risk. This is accomplished through the consistent   
application of the firm's primary trading principles:                           

O     Market diversification                                          

O     Methodological diversification                                  

O     Portfolio allocation and management                             

O     Full trade monitoring and market participant structure analysis 

O     Formal monitoring and review systems                            

                These principles are the basis to pursue strong rates of
return with controlled volatility and with low correlation to other managed     
futures programs, hedge funds, and other alternative investment strategies, as  
well as to traditional fixed-income and equity investments.                     

            WIC considers its portfolios and programs to be in a
constant cycle of review and improvement, centered on a stable process for      
improving their long term success. This paradigm for performance improvement    
involves all divisions of the firm. The continuous process involves regular     
review and analysis of all: actual trading activity; all new and existing global
markets with the goal of increasing market diversification; of all potential    
strategic approaches to various market conditions with the goal of increasing   
strategic diversification, and hence, effective diversification; trading costs  
and execution methods; and portfolio management models and techniques to best   
integrate all of the above. This process implicitly recognizes that adaptation  
is essential in approaching the global markets and that adaptation is best      
implemented at even the most primary model levels.                              

                To implement these models, WIC has developed an advanced
decision support platform capable of real-time analysis of markets and          
combinations of markets around the world. This tool allows the implementation of
WIC trading strategies independently or in complementary combinations across    
diverse global markets. Ongoing research and development continues to be WIC's  
largest single commitment of resources and is conducted within its performance  
improvement paradigm to improve the level, consistency, and quality of          
performance in its offered portfolios and programs.                             

               Although the trading of WIC portfolios is guided by the
consistent application of proprietary mathematical systems, there will always   
remain investment decisions requiring the discretion and judgment of WIC. These 
include, but are not limited to, contract month selection, analysis of portfolio
balance, and capital requirements. In addition, WIC may, in its sole discretion,
choose not to implement certain trades if they are judged to carry unacceptable 
risk to an account. WIC will reinvest trading profits unless withdrawn by the   
client. WIC may also stop trading certain markets should they become, in WIC's  
judgment, too illiquid or volatile to trade or their movement too correlated    
with other portfolio elements. Assets committed to meet minimum exchange        

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margin for all positions usually remain between 5% and 20% of the trading size  
of the total account equity. These levels may from time to time be greater or   
less than this range. All investments including WIC managed portfolios and      
programs involve the risk of loss.                                              

WIC Investment Portfolios and Programs                                          

                    WIC offers two distinct categories of investment products to
institutional, fund, corporate, and qualified individual clients. The first     
category ("Absolute Return Portfolios") is a select group of diversified        
investment portfolios each utilizing diversified trading styles and quantitative
investment models across the global futures, options, and currency markets.     
These are designed to achieve attractive absolute rates of return with low      
correlation to the returns of traditional asset classes and even other          
skill-based alternative strategies. The second category ("Customized Return     
Enhancement Programs") includes two inherently customized investment programs   
designed to improve returns relative to accepted global investment performance  
benchmarks such as a client's current portfolio return, an equity index or a    
fixed income index or note. A brief description of these investment portfolios  
and programs follows.                                                           

Absolute Return Portfolios                                                      

            WIC offers investors three different managed futures
portfolios. These portfolios have the goals of achieving attractive rates of    
appreciation from diversified sources of investment returns while continually   
managing risk. Each portfolio employs the same diverse set of investment styles 
applied to different market and instrument sets. These portfolios seek to       
achieve investment style, timing, and market diversification unavailable from   
traditional managed investments. Specific portfolios include: Diversified       
Portfolio; Global Financials and Metals Portfolio; and Global Financials        
Portfolio.                                                                      

             Each portfolio provides broad diversification through
various selected domestic and global interest rate, currency, equity index,     
precious and base metal, agricultural, and petroleum product markets and trades 
these markets using futures, options and forward contract instruments. Clients  
may shape their allocations to market sectors through the various portfolios    
offered by WIC.                                                                 

Diversified Portfolio                   

                   The Diversified Portfolio manages investors' assets through
exposure to the widest spectrum of futures markets spanning all major market    
sectors. Investing in the Diversified Portfolio will provide a balanced exposure
across various selected domestic and global interest rates, currency, equity    
index, precious and base metal, agricultural, and petroleum product markets.    
Multiple trading strategies are employed in an attempt to profitably participate
in a variety of market conditions. This emphasis on market and methodological   
diversification epitomizes WIC's core principles in advising on investor assets 
in the global marketplace.                                                      

                WIC will initially trade 100% of Charter Welton's assets
pursuant to its Diversified Portfolio, as described above. Subject to the prior 
approval of the General Partner, WIC may, at any time, trade some or all of the 
Partnership's assets among one or more of WIC's other programs.                 

Global Financials and Metals Portfolio  

                 The Global Financials and Metals Portfolio manages client
assets in a broad selection of world financial markets including interest rate, 
currency, equity index, metal, and petroleum product markets. Appreciation of   
assets is attempted through capturing the potential movements in these markets  
and in their synthetic intermarket relationships with multiple trading          
strategies.                                                                     

Global Financials Portfolio             

                  The Global Financials Portfolio manages client assets in a
more focused selection of pure financial markets exclusively confined to        
interest rates, currencies and equity indices. Appreciation of assets is        
attempted through capturing the potential movements in these markets and their  
synthetic intermarket relationships with multiple trading strategies.           

Customized Return Enhancement Programs                                          

                 WIC works closely with its clients to create low leverage
return enhancement programs which are designed to provide a supplemental        
relative rate of return, based upon a preselected benchmark measure matched to  
the                                                                             

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needs of the client. These programs include: Benchmark Linked Return Enhancement
Program and Fixed Income Return Enhancement Program.                            

   Benchmark Linked Return Enhancement Program

             The Benchmark Linked Return Enhancement Program is an
inherently customized management product tailored to attempt to exceed the      
specific investment benchmark objectives of the client. Assets will be managed  
in an adaptable overlay structure to participate in a simultaneous combination  
of passive and coordinated active investment strategies driven by specific      
client needs and timing. In general, clients will have the flexibility to alter 
their benchmark and enhancement objectives independently on an ongoing basis.   

                 The benchmark is selected by the client. This performance
benchmark may be the client's current investment portfolio, an equity index, a  
fixed income index or any combination. The return enhancement targeted by the   
client would be measured above this benchmark and would normally be set up with 
a predefined risk exposure target.                                              

Fixed Income Return Enhancement Program 

          The Fixed Income Return Enhancement Program offers
institutional investors a diversified enhancement to short term fixed income    
yields. This was developed to meet the growing institutional demand for products
offering real rates of return comparable with equity allocations but maintaining
many of the characteristics of fixed income allocations such as low dispersion  
of return and principal safety. It enables fixed income oriented investors to   
participate in a tailor-made structure that minimizes principal risk and        
fluctuations through permitting the investor a higher yield opportunity without 
the requirement of extending maturities beyond two to four years. An investor   
can simultaneously lower duration risk, increase credit quality, and improve    
liquidity while potentially achieving higher returns at lower levels of risk.   
This program employs computerized monitoring and risk control as it seeks to    
provide some of the upside potential of managed futures while maintaining the   
income stability and principal protection of short term government notes.       

Past Performance of WIC                                                         

              Set forth below in Capsules A, B, C, and D is the past
performance history of WIC and its principals for client accounts. Capsule A-1  
is a pro forma of Capsule A, adjusted for the brokerage, management, and        
incentive fees to be applied to Charter Welton. The footnotes following Capsule 
D are an integral part of each Capsule.                                         

                 INVESTORS ARE CAUTIONED THAT THE INFORMATION SET FORTH IN
THE FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND MAY HAVE 
NO BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY WIC OR CHARTER      
WELTON IN THE FUTURE, SINCE PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS. 
THERE CAN BE NO ASSURANCE THAT WIC OR THE PARTNERSHIP WILL MAKE ANY PROFITS AT  
ALL, OR WILL BE ABLE TO AVOID INCURRING SUBSTANTIAL LOSSES. INVESTORS SHOULD    
ALSO NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT PORTION OF A        
COMMODITY POOL'S TOTAL INCOME AND, IN CERTAIN INSTANCES, MAY GENERATE PROFITS   
WHERE THERE HAVE BEEN REALIZED OR UNREALIZED LOSSES FROM COMMODITY TRADING.     

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                                                                       CAPSULE A

WELTON INVESTMENT CORPORATION 
DIVERSIFIED PORTFOLIO 

Name of CTA: Welton Investment Corporation                
Name of program: Diversified Portfolio                    
Inception of trading by CTA: February 1989                
Inception of trading in program: April 1992               
Number of open accounts: 42                               
 Aggregate assets overall (excluding notional): $139,000,000
 Aggregate assets overall (including notional): $216,000,000
    Aggregate assets in program (excluding notional): $111,000,000
    Aggregate assets in program (including notional): $188,000,000
Largest monthly drawdown (past 5 years): (15.94)% - (2/96)
   Largest monthly drawdown (since inception): (15.94)% - (2/96)
      Worst peak-to-valley drawdown (past 5 years): (25.96)% - (1/96 -
8/96)                                                     
        Worst peak-to-valley drawdown (since inception): (25.96)% -(1/96 -
8/96)                                                     
      Accounts closed with positive net performance (past 5 years): 17
         Accounts closed with positive net performance (since inception): 21
      Accounts closed with negative net performance (past 5 years): 15
          Accounts closed with negative net pereformance (since inception): 16
1998 year-to-date return (5 months): 9.56%                
1997 annual return: 23.62%                                
1996 annual return: 7.17%                                 
1995 annual return: 36.35%                                
1994 annual return: 2.38%                                 
1993 annual return: 47.90%                                
1992 annual return (9 months): (4.29)%                    

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                                                                     CAPSULE A-1

WELTON INVESTMENT CORPORATION 
PRO FORMA OF CAPSULE A
DIVERSIFIED PORTFOLIO 

Largest monthly drawdown (past 5 years): (16.73)% - (2/96)
   Largest monthly drawdown (since inception): (16.73)% - (2/96)
          Worst peak-to-valley drawdown (past 5 years): (26.59)% - (2/96-8/96)
 Worst peak-to-valley drawdown (since inception): (26.59)% -
(2/96-8/96)                                               
      Accounts closed with positive net performance (past 5 years): 17
         Accounts closed with positive net performance (since inception): 21
      Accounts closed with negative net performance (past 5 years): 15
         Accounts closed with negative net performance (since inception): 16
1998 year-to-date return (5 months): 11.01%               
1997 annual return: 19.27%                                
1996 annual return: 5.78%                                 
1995 annual return: 37.72%                                
1994 annual return: 1.26%                                 
1993 annual return: 47.04%                                
1992 annual return (9 months): (3.71)%                    

                                                                       CAPSULE B

WELTON INVESTMENT CORPORATION 
GLOBAL FINANCIALS AND METALS PORTFOLIO

Name of CTA: Welton Investment Corporation                
Name of program: Global Financials and Metals Portfolio   
Inception of trading by CTA: February 1989                
Inception of trading in program: April 1992               
Number of open accounts: 2                                
 Aggregate assets overall (excluding notional): $139,000,000
 Aggregate assets overall (including notional): $216,000,000
   Aggregate assets in program (excluding notional): $23,000,000
   Aggregate assets in program (including notional): $23,000,000
Largest monthly drawdown: (15.72)% - (2/96)               
Worst peak-to-valley drawdown: (30.89)% - (12/93 - 9/94)  
1998 year-to-date return (5 months): 11.85%               
1997 annual return: 19.18%                                
1996 annual return: 10.12%                                
1995 annual return: 48.90%                                
1994 annual return: (23.34)%                              
1993 annual return: 70.38%                                

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                                                                       CAPSULE C

WELTON INVESTMENT CORPORATION 
GLOBAL FINANCIALS PORTFOLIO 

Name of CTA: Welton Investment Corporation                
Name of program: Global Financials Portfolio              
Inception of trading by CTA: February 1989                
Inception of trading in program: November 1994            
Number of open accounts: 3                                
 Aggregate assets overall (excluding notional): $139,000,000
 Aggregate assets overall (including notional): $216,000,000
  Aggregate assets in program (excluding notional): $5,000,000
  Aggregate assets in program (including notional): $5,000,000
Largest monthly drawdown: (15.70)% - (2/96)               
Worst peak-to-valley drawdown: (30.20)% - (1/96 - 8/96)   
1998 year-to-date return (5 months): 15.22%               
1997 annual return: 14.35%                                
1996 annual return: 7.05%                                 
1995 annual return: 49.67%                                
1994 period return (2 months): 3.73%                      

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                                                                       CAPSULE D
WELTON INVESTMENT CORPORATION 
TRADING PROGRAMS NO LONGER OFFERED
As of May 31, 1998

                                                        [Enlarge/Download Table]
                                                                                      
February 1989  Date advisor began trading client accounts                             
 $139,000,000  Total assets under management by the advisor representing actual funds 
 $216,000,000  Total assets under management by the advisor representing nominal funds
                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                            
                                                                                                INTERNATIONAL INTEREST      
                                EQUITY LINKED PORTFOLIO             CUSTOM                           RATE                   
      TRADING PROGRAM           ENHANCEMENT PRODUCT             GLOBAL FINANCIAL ACCOUNTS          PORTFOLIO                


--------------------------------------------------------------------------------------------------------------------------- 
Date Program Began Trading          Oct-93                          Mar-94                          Mar-92                  
Actual Funds Managed                Closed                          Closed                          Closed                  
                                    Oct-94                          Oct-94                          Mar-96                  
                                                                                                                            
Nominal Funds Managed                        --                              --                              --             
Open Accounts                                 0                               0                               0             
Closed Accounts                               2                               6                              33             
Accounts Closed at a Profit                   1                               0                               9             
Accounts Closed at a Loss                     1                               6                              24             
                             PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS                               


--------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                            

                                                              QUANTITATIVE FOREIGN                 WORLD                    
      TRADING PROGRAM         NONFINANCIAL PORTFOLIO          EXCHANGE PORTFOLIO              CURRENCY PORTFOLIO            
--------------------------------------------------------------------------------------------------------------------------- 
Date Program Began Trading        Mar-94                          Jun-94                          Apr-92                    
Actual Funds Managed              Closed                          Closed                          Closed                    
                                  Aug-95                          Feb-95                          Feb-94                    
                                                                                                                            
Nominal Funds Managed                      --                              --                              --               
Open Accounts                               0                               0                               0               
Closed Accounts                             4                               2                               4               
Accounts Closed at a Profit                 2                               0                               1               
Accounts Closed at a Loss                   2                               2                               3               


----------------------------------------------------------------------------------------------------------------------------
                               WORLD                                                                                        
                              EQUITY                                                                                        
                               INDEX                                                                                        
      TRADING PROGRAM         PORTFOLIO                                                                                     
----------------------------------------------------------------------------------------------------------------------------
Date Program Began Trading    May-94                                                                                        
Actual Funds Managed          Closed                                                                                        
                              Jun-96                                                                                        
Nominal Funds Managed              --                                                                                       
Open Accounts                       0                                                                                       
Closed Accounts                    11                                                                                       
Accounts Closed at a Profit         1                                                                                       
Accounts Closed at a Loss          10                                                                                       

                                                        [Enlarge/Download Table]
                                                                                                                           
Annual Rates of Return                                                                                                     
1993                                         7.36%                             --                           70.00%         
1994                                        (4.21)%                        (22.89)%                        (26.68)%        
1995                                           --                              --                           56.49%         
1996                                           --                              --                          (14.87)%        
1997                                           --                              --                              --          
YTD through Feb-98                             --                              --                              --          

Largest Single Monthly                                                                                                     
Drawdown1                                   (1.79)%                         (7.15)%                        (14.47)%        


Date of Drawdown                     Jul-94                          Oct-94                          Feb-96                
                                                                                                                           
Largest Peak-to-Valley                                                                                                     
Drawdown2                                   (6.55)%                        (25.12)%                        (32.40)%        

Date of Peak                         Mar-94                          Mar-94                          Dec-93                
Date of Valley                       Oct-94                          Oct-94                          Jan-95                
---------------------------------------------------------------------------------------------------------------------------


Annual Rates of Return                                                                                                     
                                                                                                                           
1993                                         --                              --                          (18.90)%          
1994                                      44.13%                         (13.66)%                         (2.99)%          
1995                                     (16.38)%                         (2.94)%                            --            
1996                                         --                              --                              --            
1997                                         --                              --                              --            
YTD through Feb-98                           --                              --                              --            
Largest Single Monthly                                                                                                     
Drawdown1                                 (8.99)%                        (14.68)%                         (8.80)%          
      Date of Drawdown             Mar-95                          Nov-94                          Jan-93                  
                                                                                                                           
Largest Peak-to-Valley                                                                                                     
Drawdown2                                (19.03)%                        (17.58)%                        (23.21)%          
Date of Peak                       Feb-95                          Oct-94                          Nov-92                  
Date of Valley                     Aug-95                          Feb-95                          Feb-94                  
----------------------------                                                                                               


Annual Rates of Return                                                                                                     
1993                                                                                                                       
1994                             (15.97)%                                                                                  
1995                               4.99%                                                                                   
1996                             (14.82)%                                                                                  
1997                                 --                                                                                    
YTD through Feb-98                   --                                                                                    
Largest Single Monthly                                                                                                     
Drawdown1                         (9.71)%                                                                                  
Date of Drawdown                  Jun-96                                                                                   
Largest Peak-to-Valley                                                                                                     
Drawdown2                        (25.18)%                                                                                  
        Date of Peak           May-94                                                                                      
       Date of Valley          Jan-96                                                                                      
----------------------------                                                                                               

Footnotes to WIC Capsules A, B, C and D Performance Summaries                   

                    "Inception of trading by CTA" is the date on which WIC began
trading client accounts.                                                        

                  "Inception of trading in program" is the date on which WIC
began trading client accounts pursuant to the program shown.                    

                    "Number of open accounts" is the number of accounts directed
by WIC pursuant to the program shown as of May 31, 1998.                        

                    "Aggregate assets overall" is the aggregate amount of assets
in non-proprietary accounts under the management of WIC as of May 31, 1998.     

                "Aggregate assets in program" is the aggregate amount of
assets in the program specified as of May 31, 1998.                             

                  "Drawdown" means losses experienced by the trading program
over a specified period. "Largest monthly drawdown" means greatest percentage   
decline in net asset value due to losses sustained by the trading program from  
the beginning to the end of a calendar month during the most recent five        
calendar years (and from inception to date in the case of Capsule A).           

                 "Worst peak-to-valley drawdown" means greatest cumulative
percentage decline in month-end net asset value of the trading program due to   
losses sustained during a period in which the initial month-end net asset value 
of the trading program is not equaled or exceed by a subsequent month-end net   
asset value of the trading program during the most recent five calendar years   
(and from inception to date in the case of Capsule A).                          

                   "Annual and year-to-date return" presented in the composite
performance capsules are calculated based on the "Fully-Funded-Subset" method as
prescribed by the CFTC. These monthly rates of return are derived by dividing   
the sum of the net performance, i.e., the aggregate of net performance for each 
of the accounts qualifying for inclusion in the Fully-Funded Subset, by the sum 
of the Actual Funds-based beginning NAVs for the Fully-Funded Subset. Monthly   
returns are then compounded to arrive at the year-to-date rate of return.       

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Footnotes to WIC Capsule A-1 Pro Forma Performance Summary                      

                   Capsule A-1 above reflects pro forma rates of return, which
are the result of the General Partner making certain pro forma adjustments to   
the actual past performance record of client accounts managed pursuant to the   
Diversified Portfolio, the trading program to be employed for Charter Welton by 
WIC. The pro forma adjustments are an attempt approximately to reflect the      
brokerage, management and incentive fees, and interest income, as opposed to the
fees, expenses, and interest income applicable to the various accounts included 
in Capsule A above.                                                             

                    CAPSULE A-1 MUST BE READ IN CONJUNCTION WITH THE DESCRIPTION
OF WIC AND ITS TRADING PROGRAMS ABOVE. FURTHERMORE, PROSPECTIVE INVESTORS MUST  
BE AWARE THAT PRO FORMA RATES OF RETURN HAVE CERTAIN INHERENT LIMITATIONS: (A)  
PRO FORMA ADJUSTMENTS ARE ONLY AN APPROXIMATE MEANS OF MODIFYING HISTORICAL     
RECORDS TO REFLECT CERTAIN ASPECTS OF THE ECONOMIC TERMS OF A NEW COMMODITY     
POOL, CONSTITUTE NO MORE THAN MATHEMATICAL ADJUSTMENTS TO ACTUAL PERFORMANCE    
NUMBERS, AND GIVE NO EFFECT WHATSOEVER TO SUCH FACTORS AS POSSIBLE CHANGES IN   
TRADING APPROACH THAT MIGHT HAVE RESULTED FROM THE DIFFERENT FEE STRUCTURE,     
INTEREST INCOME, LEVERAGE, AND OTHER FACTORS APPLICABLE TO CHARTER WELTON AS    
COMPARED TO WIC'S ACTUAL TRADING; AND (B) THERE ARE DIFFERENT MEANS BY WHICH THE
PRO FORMA ADJUSTMENTS COULD HAVE BEEN MADE. INVESTORS SHOULD ESPECIALLY NOTE    
THAT WIC HAS NEVER TRADED AT THE FEE STRUCTURE APPLICABLE TO CHARTER WELTON. AS 
OF THE DATE OF THIS PROSPECTUS, CHARTER WELTON HAS NOT BEGUN TRADING.           

                   WHILE THE GENERAL PARTNER BELIEVES THAT THE INFORMATION SET
FORTH IN CAPSULE A-1 IS RELEVANT TO EVALUATING AN INVESTMENT IN CHARTER WELTON, 
NO REPRESENTATION IS OR COULD BE MADE THAT THE TABLE PRESENTS WHAT THE RESULTS  
OF CHARTER WELTON WOULD HAVE BEEN IN THE PAST OR ARE LIKELY TO BE IN THE FUTURE.
PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS.                             

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THE MANAGEMENT AGREEMENTS 

                    Each Trading Advisor has entered into a Management Agreement
with a Partnership and the General Partner, which provides that the Trading     
Advisor will have sole authority and responsibility, except in certain limited  
situations, for directing the investment and reinvestment in futures interests  
of the Partnership's assets. See "Investment Programs, Use of Proceeds and      
Trading Policies--Investment Programs of Each Charter Series Partnership."      

TERM                                                                            

                The Management Agreement with each Trading Advisor has a
term of three years and will not expire until October 31, 2001, with annual     
renewals thereafter. Unless otherwise terminated upon written notice from the   
Trading Advisor at least 30 days prior to the expiration of the Management      
Agreement, each agreement shall be automatically renewed for additional one year
terms.                                                                          

           The Management Agreement with each Partnership will
terminate if the Partnership terminates. Each Management Agreement may also be  
terminated by the Partnership, without penalty, at any time upon prior written  
notice to the Trading Advisor. In addition, each Management Agreement may be    
terminated by the Partnership or the Trading Advisor at any time without penalty
under certain other circumstances specified therein.                            

                No assurance is given that a Partnership will be able to
retain the services of a Trading Advisor once its Management Agreement with such
person is terminated, or, if such services are available, that they will be     
available on the same or similar terms as those of the Management Agreement. The
compensation payable by each Partnership to a Trading Advisor for its services  
under the Management Agreement is described under "Description of               
Charges--Charges to Each Partnership--1. Trading Advisor."                      

LIABILITY AND INDEMNIFICATION                                                   

                    Each Management Agreement sets forth a standard of liability
for the Trading Advisor and also provides for certain indemnities of the Trading
Advisor. See "Fiduciary Responsibility."                                        

                Each Management Agreement also provides that the Trading
Advisor will 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. Each Trading Advisor has an affirmative obligation promptly to 
notify the General Partner of any error in transmitting orders for the purchase 
and sale of futures interests, and a Trading Advisor must 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.                                                                   

OBLIGATIONS TO A PARTNERSHIP                                                    

                   Each Trading Advisor is engaged in the business of advising
investors as to the purchase and sale of futures interests. During the term of  
each Management Agreement, the Trading Advisors and their principals and        
affiliates may be advising other investors and trading for their proprietary    
accounts. However, under the Management Agreements, the Trading Advisors and    
their principals and affiliates may not knowingly or deliberately favor (other  
than by charging different management and/or incentive fees) any account advised
or managed by the Trading Advisors or any of their principals and affiliates    
over the accounts of the Partnerships. Each Trading Advisor will treat the      
Partnership for which it manages funds in a fiduciary capacity to the extent    
recognized by applicable law, but, subject to that standard, each Trading       
Advisor and its principals and affiliates will be free to advise and manage     
accounts of other investors and will be free to trade on the basis of the same  
trading systems, methods or strategies employed by such Trading Advisor on      
behalf of the Partnership, or trading systems, methods or strategies that are   
entirely independent of, or materially different from, those employed on behalf 
of the Partnership, and will 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 favor any of such accounts over the    
Partnership's account.                                                          

EXCHANGE PRIVILEGE

                  If the conditions described below are satisfied, a Limited
Partner can redeem Units in a Partnership as of the last day of any calendar    
month and, with the proceeds of such redemption, purchase Units of one or more  
other Partnerships at 100% of the Net Asset Value thereof (a "Series Exchange").
A Series Exchange of Units will be permitted as of the last day of each month,  
commencing the sixth month-end after a person becomes a                         

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Limited Partner of any Partnership (an "Exchange Date"). Each Unit purchased in 
a Series Exchange with the proceeds of a redemption will be issued and sold at a
price per Unit equal to 100% of the Net Asset Value of a Unit as of the close of
business on such Exchange Date. Units acquired pursuant to a Series Exchange    
will be deemed as having the same purchase date as the Units exchanged for      
purposes of determining the applicability of any redemption charges.            

                  Each Series Exchange is subject to satisfaction of certain
additional conditions immediately prior to an Exchange Date. Each redeeming     
Partnership must have assets sufficient to discharge its liabilities and redeem 
Units. See "Redemptions." In order to effect a Series Exchange, a Subscription  
Agreement must be sent by a Limited Partner (or any assignee thereof) to a DWR  
branch office and received by the General Partner at least five business days   
prior to the applicable Exchange Date. Such Subscription Agreement must         
acknowledge that the Limited Partner remains eligible to purchase Units on such 
date. A minimum of 500 Units must be exchanged, unless a Limited Partner is     
liquidating his entire interest in a Partnership. However, in the case of       
subscribers who already own Units in a Partnership and desire to make an        
additional investment in such Partnership, the minimum investment is 100 Units. 
A form of Subscription Agreement is annexed hereto as Exhibit B. Additional     
copies of the Subscription Agreement may be obtained by written request to the  
General Partner or from a local DWR branch office. Each Partnership issuing     
Units to Limited Partners pursuant to a Series Exchange must have a sufficient  
number of Units registered and qualified for sale under federal and applicable  
state securities laws pursuant to a current Prospectus. While the General       
Partner currently intends to maintain a sufficient number of Units registered to
effect Series Exchanges, the General Partner shall not have any obligation to   
have Units registered or to maintain a current Prospectus. There can be no      
assurance that any or a sufficient number of Units will be available for sale on
an Exchange Date. If Units are not registered or qualified for sale under either
federal or applicable state securities laws or pursuant to a current Prospectus,
the General Partner will not be able to effect a Series Exchange for a Limited  
Partner. Furthermore, certain states may impose significant burdens on, or alter
the requirements for, qualifying Units for sale and, in such cases, the General 
Partner may not continue qualifying Units for sale in such state or states, and 
a resident thereof would not be eligible for a Series Exchange. At some time in 
the future, certain states may impose more restrictive suitability and/or       
investment requirements than those set forth in the form of Subscription        
Agreement. Any such restrictions may limit the ability of a resident of such    
state to effect a Series Exchange. In the event that not all Subscription       
Agreements can be processed because an insufficient number of Units is available
for sale on an Exchange Date, the General Partner will allocate Units in any    
manner which it deems reasonable under the circumstances and may allocate a     
substantial portion of such Units to new subscribers for Units.                 

                    Units of limited partnership interest of any new partnership
in the Charter Series may be offered to Limited Partners pursuant to exercise of
the Series Exchange privilege. Before purchasing such units, a Limited Partner  
must execute a Subscription Agreement specifically referring to the units of    
such partnership and must have received a copy of a prospectus or a supplement  
to this Prospectus describing such units and such partnership.                  

                 Since a Series Exchange is equivalent to a redemption and
immediate reinvestment of the proceeds of such redemption, a Limited Partner    
should carefully review the portions of this Prospectus describing redemptions  
and certain tax consequences thereof. See "Redemptions" and "Material Federal   
Income Tax Considerations."                                                     

REDEMPTIONS 

                 Persons who have been Limited Partners for six months may
redeem all or part of their Units, regardless of when such Units were purchased,
at any month-end (a "Redemption Date") in the manner described herein.          
Redemptions may only be made in whole Units, with a minimum of 100 Units        
required for each redemption, unless a Limited Partner is redeeming his entire  
interest in a Partnership. Redemption of Units will be deemed to be in the order
in which they are purchased (assuming purchases at more than one Closing).      

                 Units redeemed on or prior to the last day of the twelfth
month from the date of purchase will be subject to a redemption charge equal to 
2% of the Net Asset Value of a Unit on the Redemption Date. Units redeemed after
the last day of the twelfth month and on or prior to the last day of the        
twenty-fourth month from the date of purchase will be subject to a redemption   
charge equal to 1% of the Net Asset Value of a Unit on the Redemption Date.     
Units redeemed after the last day of the twenty-fourth month from the date of   
purchase will not be subject to a redemption charge. The foregoing redemption   
charges will be paid to DWR.                                                    

          Under certain circumstances, Units are exempt from
redemption charges, as follows. Units purchased by an investor who purchases    
$500,000 or more of Units will not be subject to redemption charges. A Limited  
Partner redeeming Units at the first Redemption Date following notice of an     
increase in certain fees will not be                                            

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subject to redemption charges. A Limited Partner who redeems Units pursuant to a
Series Exchange will not be subject to redemption charges with respect to the   
Units exchanged and, for purposes of determining the applicability of future    
redemption charges, such Units will be deemed as having the same purchase date  
as the Units exchanged. A Limited Partner who redeems units pursuant to a       
Non-Series Exchange will be subject to any applicable redemption charges with   
respect to the units redeemed from the other limited partnership; however, the  
Units purchased pursuant to a Non-Series Exchange will not be subject to the    
foregoing redemption charges. Further, a Limited Partner who redeems Units and  
has either paid a redemption charge with respect to such Units or held such     
Units for at least two years will not be subject to redemption charges with     
respect to any newly purchased Units, provided the new Units are purchased      
within twelve months of and in an amount no greater than the net proceeds of the
prior redemption, and are held for at least six months from the date of         
purchase. Such subscribers remain subject to the minimum purchase and           
suitability requirements. See "Subscription Procedure."                         

               The "Net Asset Value" of a Unit is an amount equal to a
Partnership's Net Assets allocated to capital accounts represented by Units,    
divided by the number of Units outstanding. "Net Assets" are defined in each    
Limited Partnership Agreement to mean the total assets of a Partnership         
(including all cash and cash equivalents (valued at cost), accrued interest and 
amortization of original issue discount, and the market value of all open       
futures interests positions and other assets of the Partnership), less the total
liabilities of the Partnership (including, but not limited to, one-half of the  
brokerage commissions that would be payable with respect to the closing of each 
Partnership's open futures interests positions (if charged on a roundturn       
basis), or brokerage fees (if charged on a "flat rate" basis), management fees, 
incentive fees, ordinary administrative expenses, transaction fees and costs, if
any, and extraordinary expenses), determined in accordance with generally       
accepted accounting principles consistently applied under the accrual basis of  
accounting. Unless generally accepted accounting principles require otherwise,  
the market value of a futures interest traded on a United States exchange shall 
be determined using the settlement price on the exchange on which the particular
futures interest is traded by a Partnership on the day with respect to which Net
Assets are being determined; provided, however, that if a futures interest could
not have been liquidated on such day due to the operation of daily limits or    
other rules of the exchange upon which that futures interest is traded or       
otherwise, the settlement price on the first subsequent day on which the futures
interest could have been liquidated shall be the market value of such futures   
interest for such day. The market value of a forward contract or a futures      
interest traded on a foreign exchange will mean its market value as determined  
by the General Partner on a basis consistently applied for each different       
variety of forward contract or futures interest.                                

                   The General Partner will endeavor to pay redemptions within
10 business days after the Redemption Date. A Partnership may be forced to      
liquidate open futures interests positions to satisfy redemptions in the event  
it does not have sufficient cash on hand. See "Risk Factors--Risks Relating to  
the Partnerships and the Offering of Units--Restricted Investment Liquidity in  
the Units." Payment will be made by credit in the amount of such redemption to  
the Limited Partner's customer account with DWR, or by check mailed to the      
Limited Partner if such account is closed. The right to obtain redemption is    
contingent upon (i) the redeeming Partnership having assets sufficient to       
discharge its liabilities on the Redemption Date, and (ii) timely receipt by the
General Partner of a Request for Redemption as described above.                 

             The terms and conditions applicable to redemptions in
general, other than those prohibiting redemptions before the sixth month-end    
following the Closing at which a person first becomes a Limited Partner in a    
Charter Series Partnership, and providing that redemptions may only be made as  
of the end of a calendar month, will also apply to redemptions effected on      
"Special Redemption Dates," as described under "The Limited Partnership         
Agreements--Reports to Limited Partners."                                       

                 The liability of Limited Partners, including the possible
liability of a person who has redeemed Units, for liabilities of the Partnership
which arose before such redemption is described under "The Limited Partnership  
Agreements-- Nature of the Partnerships."                                       

               Federal income tax aspects of redemptions are described
under the caption "Material Federal Income Tax Considerations."                 

THE COMMODITY BROKERS 
DESCRIPTION OF THE COMMODITY BROKERS                                            

                  Dean Witter Reynolds Inc. ("DWR"), a Delaware corporation,
acts as the Partnerships' non-clearing commodity broker, and Carr Futures, Inc. 
("CFI" and, together with DWR, the "Commodity Brokers"), a                      

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Delaware corporation, acts as the clearing broker for the Partnerships' futures 
interests trades and as the counterparty on the Partnerships' foreign currency  
forward contracts. DWR also serves as the non-clearing commodity broker for all 
but one of the other commodity pools for which Demeter serves as general partner
and commodity pool operator, and CFI serves as the clearing broker and foreign  
currency forward counterparty for such commodity pools.                         

                   DWR is a principal operating subsidiary of MSDW, which is a
publicly-owned company. DWR is a financial services company which provides to   
its individual, corporate and institutional clients services as a broker in     
securities and futures interests, a dealer in corporate, municipal and          
government securities, an investment adviser, and an agent in the sale of life  
insurance and various other products and services. DWR is a member firm of the  
New York Stock Exchange, the American Stock Exchange, the Chicago Board Options 
Exchange, other major securities exchanges, and the National Association of     
Securities Dealers, Inc. ("NASD"). DWR is registered with the CFTC as a futures 
commission merchant and is a member of the NFA in such capacity. DWR is         
currently servicing its clients through a network of 415 offices nationwide with
over 10,000 financial advisors servicing individual and institutional client    
accounts.                                                                       

                  CFI is a subsidiary of Credit Agricole Indosuez, which had
total equity of approximately $5.5 billion at December 31, 1996 and which is    
itself a subsidiary of Caisse Nationale de Credit Agricole, one of the ten      
largest banks in the world. CFI's parent has guaranteed to each Partnership     
payment of the net liquidating value of the transactions in the Partnership's   
account with CFI. CFI has been registered under the CEAct as a futures          
commission merchant and has been a member of the NFA in such capacity since     
August 1987. CFI's global headquarters is located at 10 South Wacker Drive,     
Suite 1100, Chicago, Illinois 60606. CFI acts as a commodity broker to          
individuals, corporate and institutional clients and is a clearing member of the
Chicago Board of Trade, the Chicago Mercantile Exchange, the Commodity Exchange 
Inc., and other major commodities exchanges.                                    

BROKERAGE ARRANGEMENTS                                                          

                 The Partnerships' brokerage arrangements with DWR and CFI
are discussed in "Conflicts of Interest--Relationship of the General Partner to 
DWR as Commodity Broker" and "--Customer Agreements with the Commodity Brokers,"
and "Description of Charges--Charges to Each Partnership--2. Commodity Brokers."

             The General Partner will review at least annually the
brokerage arrangements of each Partnership to ensure that such brokerage        
arrangements are fair, reasonable, and competitive, and represent the best price
and services available, taking into consideration: (i) the size of the          
Partnership; (ii) the futures interests trading activity; (iii) the services    
provided by the Commodity Brokers or any affiliate thereof to the Partnership;  
(iv) the cost incurred by the Commodity Brokers or any affiliate thereof in     
organizing and operating the Partnership and offering Units; (v) the overall    
costs to the Partnership; (vi) any excess interest and compensating balance     
benefits to the Commodity Brokers from assets held thereby; and (vii) if the    
General Partner is an affiliate of a Commodity Broker (Demeter is an affiliate  
of DWR), the risks incurred by the General Partner as such. See "Conflicts of   
Interest."                                                                      

                 The Customer Agreements set forth a standard of liability
for the Commodity Brokers and provide for certain indemnities of and by the     
Commodity Brokers. See "Fiduciary Responsibility."                              

CERTAIN LITIGATION

            At any given time, DWR is involved in numerous legal
actions, some of which seek significant damages.                                

                  On May 16, 1996, an NASD arbitration panel awarded damages
and costs against DWR and one of its financial advisors in the amount of        
approximately $1.1 million, including punitive damages, to three customers who  
alleged, among other things, fraud and misrepresentation in connection with     
their individually managed futures accounts (not commodity pools).              

                On September 6, 10, and 20, 1996, and on March 13, 1997,
similar purported class actions were filed in the Superior Court of the State of
California, County of Los Angeles, on behalf of all purchasers of interests in  
limited partnership commodity pools sold by DWR. Named defendants include DWR,  
Demeter, Dean Witter Futures and Currency Management Inc., MSDW (all such       
parties referred to hereafter as the "Dean Witter Parties"), certain limited    
partnership commodity pools of which Demeter is the general partner, and certain
trading advisors to those pools. On June 16, 1997, the plaintiffs in the above  
actions filed a consolidated amended complaint, alleging, among other things,   
that the defendants committed fraud, deceit, negligent misrepresentation,       
various violations of the California Corporations Code, intentional and         
negligent breach of                                                             

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fiduciary duty, fraudulent and unfair business practices, unjust enrichment, and
conversion in the sale and operation of the various limited partnerships        
commodity pools. Similar purported class actions were also filed on September 18
and 20, 1996 in the Supreme Court of the State of New York, New York County, and
on November 14, 1996 in the Superior Court of the State of Delaware, New Castle 
County, against the Dean Witter Parties and certain trading advisors on behalf  
of all purchasers of interests in various limited partnership commodity pools   
sold by DWR. A consolidated and amended complaint in the action pending in the  
Supreme Court of the State of New York was filed on August 13, 1997, alleging   
that the defendants committed fraud, breach of fiduciary duty, and negligent    
misrepresentation in the sale and operation of the various limited partnership  
commodity pools. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without prejudice. The complaints seek unspecified amounts of compensatory and  
punitive damages and other relief. It is possible that additional similar       
actions may be filed and that, in the course of these actions, other parties,   
including the Partnerships, could be added as defendants. The Dean Witter       
Parties believe that they have strong defenses to, and they will vigorously     
contest, the actions. Although the ultimate outcome of legal proceedings cannot 
be predicted with certainty, it is the opinion of management of the Dean Witter 
Parties that the resolution of the actions will not have a material adverse     
effect on the financial condition or the results of operations of any of the    
Dean Witter Parties.                                                            

                    During the five years preceding the date of this Prospectus,
there have been (other than as described above) no material criminal, civil or  
administrative actions pending, on appeal or concluded against DWR, Demeter, or 
any of their principals, which DWR or Demeter believes would be material to an  
investor's decision to invest in the Partnerships.                              

                    At any given time, CFI is involved in various legal actions.
On July 31, 1992, a CFTC Administrative Law Judge ("ALJ") ordered CFI to pay a  
former client of the firm approximately $1.7 million in damages, plus interest  
and costs, based upon certain alleged misrepresentations made by a former       
account executive. Al Baraka Investment and Development Corp. vs. Indosuez Carr 
Futures, Inc. (CFTC Docket No. 91-R-126). On May 3, 1993, the CFTC issued an    
Order of Summary Affirmance, which affirmed the ALJ's decision, and the U.S.    
Court of Appeals for the Seventh Circuit affirmed the CFTC order in June, 1994. 

                    During the five years preceding the date of this Prospectus,
there have been (other than as described above) no material criminal, civil or  
administrative actions pending, on appeal or concluded against CFI or any of its
principals, which CFI believes would be material to an investor's decision to   
invest in the Partnerships.                                                     

THE FUTURES, OPTIONS AND FORWARDS MARKETS 

                 Since 1974, the market in futures interests has undergone
dramatic changes. According to statistics provided by the Futures Industry      
Association, in 1974 the futures markets were divided 82% in agricultural       
products, 15% in metals, 2% in currencies, and 1% in lumber and energy products;
by December 31, 1997, the markets were divided 58% in interest rates, 12% in    
agriculturals, 10% in stock indices, 6% in currencies, 8% in metals, and 6% in  
energy products. By December 31, 1997, over $32 billion was invested in managed 
futures interests.                                                              

FUTURES CONTRACTS                                                               

            Futures contracts are standardized contracts made on
domestic or foreign exchanges that call for the future delivery of specified    
quantities of various agricultural and tropical commodities, industrial         
commodities, currencies, financial instruments or metals at a specified time and
place. The contractual obligations, depending upon whether one is a buyer or a  
seller, may be satisfied either by taking or making, as the case may be,        
physical delivery of an approved grade of commodity or by making an offsetting  
sale or purchase of an equivalent but opposite futures contract on the same     
exchange prior to the designated date of delivery. As an example of an          
offsetting transaction where the physical commodity is not delivered, the       
contractual obligation arising from the sale of one contract of December 1999   
wheat on a commodity exchange may be fulfilled at any time before delivery of   
the commodity is required by the purchase of one contract of December 1999 wheat
on the same exchange. The difference between the price at which the futures     
contract is sold or purchased and the price paid for the offsetting purchase or 
sale, after allowance for brokerage commissions, constitutes the profit or loss 
to the trader. Certain futures contracts, such as those for stock or other      
financial or economic indices approved by the CFTC or Eurodollar contracts      
settle in cash (irrespective of whether any attempt is made to offset such      
contracts), rather than by delivery of any physical commodity.                  

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FORWARD CONTRACTS                                                               

                    Contracts for the future delivery of certain commodities may
also be made through banks or dealers pursuant to what are commonly referred to 
as "forward contracts." A forward contract is a contractual right to purchase or
sell a specified quantity of a commodity at or before a specified date in the   
future at a specified price and, therefore, is similar to a futures contract. In
forward contract trading, a bank or dealer generally acts as principal in the   
transaction and includes its anticipated profit (the "spread" between the "bid" 
and the "asked" prices), and in some instances a mark-up, in the prices it      
quotes for forward contracts. Unlike futures contracts, forward contracts are   
not standardized contracts; rather, they are the subjects of individual         
negotiation between the parties involved. Moreover, because there is no         
clearinghouse system applicable to forward contracts, forward contracts are not 
fungible, and there is no direct means of "offsetting" a forward contract by    
purchase of an offsetting position on the same exchange as one can a futures    
contract. In recent years, the terms of forward contracts have become more      
standardized, and in some instances such contracts now provide a right of offset
or cash settlement as an alternative to making delivery on the contract.        

OPTIONS ON FUTURES                                                              

                  An option on a futures contract or on a physical commodity
gives the buyer of the option the right to take a position at a specified price 
(the "striking," "strike," or "exercise" price) in the underlying futures       
contract or commodity. The buyer of a "call" option acquires the right to take a
long position (i.e., the obligation to take delivery of a specified amount of a 
specific commodity) in the underlying futures contract or commodity, and the    
buyer of a "put" option acquires the right to take a short position (i.e., the  
obligation to make delivery of a specified amount of a specified commodity) in  
the underlying futures contract or commodity.                                   

             The purchase price of an option is referred to as its
"premium." The seller (or "writer") of an option is obligated to take a futures 
position at a specified price opposite to the option buyer if the option is     
exercised. Thus, the seller of a call option must stand ready to take a short   
position in the underlying futures contract or commodity at the striking price  
if the buyer should exercise the option. The seller of a put option, on the     
other hand, must stand ready to take a long position in the underlying futures  
contract or commodity at the striking price.                                    

         A call option on a futures contract is said to be
"in-the-money" if the striking price is below current market levels, and        
"out-of-the-money" if the striking price is above current market levels.        
Similarly, a put option on a futures contract is said to be "in-the-money" if   
the striking price is above current market levels, and "out-of-the-money" if the
striking price is below current market levels.                                  

            Options have limited life spans, usually tied to the
delivery or settlement date of the underlying futures contract. An option that  
is out-of-the-money and not offset by the time it expires becomes worthless. On 
certain exchanges, in-the-money options are automatically exercised on their    
expiration date, but on others unexercised options simply become worthless after
their expiration date. Options usually trade at a premium above their intrinsic 
value (i.e., the difference between the market price for the underlying futures 
contract and the striking price), because the option trader is speculating on   
(or hedging against) future movements in the price of the underlying contract.  
As an option nears its expiration date, the market and intrinsic value typically
move into parity. The difference between an option's intrinsic and market values
is referred to as the "time value" of the option.                               

                 The use of interrelated options and futures positions can
provide an additional means of risk management and permit a trader to retain a  
futures position in the hope of additional appreciation in that position, while 
at the same time allowing the trader to limit the possible adverse effects of a 
decline in the position's value.                                                

                    Successful futures options trading requires many of the same
skills as does successful futures trading. However, since specific market       
movements of the underlying futures contract or commodity must be predicted     
accurately, the risks involved are somewhat different. For example, if a        
Partnership buys an option (either to sell or buy a futures contract or         
commodity), it will pay a "premium" representing the market value and time value
of the option. Unless the price of the futures contract or commodity underlying 
the option changes and it becomes profitable to exercise or offset the option   
before it expires, the Partnership may lose the entire amount of such premium.  
Conversely, if the Partnership sells an option (either to sell or buy a futures 
contract or commodity), it will be credited with the premium but will have to   
deposit margin due to its contingent liability to take or deliver the futures   
contract or commodity underlying the option in the event the option is          
exercised. Traders who sell options are subject to the entire loss which occurs 
in the underlying futures position or                                           

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commodity (less any premium received). The ability to trade in or exercise      
options may be restricted in the event that trading in the underlying futures   
contract or commodity becomes restricted.                                       

HEDGERS AND SPECULATORS                                                         

                    The two broad classes of persons who trade futures interests
contracts are "hedgers" and "speculators." Commercial interests, including      
farmers, that market or process commodities and financial institutions that     
market or deal in commodities (including, for example, interest rate sensitive  
instruments, foreign currencies and stock portfolios) and which are exposed to  
exchange, interest rate and stock market risks, may use the commodities markets 
primarily for hedging. Hedging is a protective procedure designed to minimize   
losses that may occur because of price fluctuations occurring, for example,     
between the time a merchandiser or processor makes a contract to buy or sell a  
raw or processed commodity at a certain price and the time he must perform the  
contract. The commodity markets enable the hedger to shift the risk of price    
fluctuations to the speculator. The speculator risks his capital with the hope  
of making profits from price fluctuations in futures interests contracts.       
Speculators rarely take delivery of commodities, but rather close out their     
positions by entering into offsetting purchases or sales of contracts. Since the
speculator may take either a long or short position in the commodities markets, 
it is possible for him to make profits or incur losses regardless of whether    
prices go up or down. Trading by the Partnerships will be for speculative rather
than for hedging purposes.                                                      

COMMODITY EXCHANGES                                                             

                 Commodity exchanges provide centralized market facilities
for trading futures contracts and options (but not forward contracts) relating  
to specified commodities, indices and other intangibles. Members of, and trades 
executed on, a particular exchange are subject to the rules of that exchange.   
Among the principal exchanges in the United States are the Chicago Board of     
Trade, the Chicago Mercantile Exchange (including the International Monetary    
Market), the New York Mercantile Exchange, the New York Cotton Exchange, Inc.   
and the Coffee, Sugar and Cocoa Exchange.                                       

                   Each of the commodity exchanges in the United States has an
associated "clearinghouse." Once trades between members of an exchange have been
confirmed, the clearinghouse becomes substituted for each buyer and each seller 
of contracts traded on the exchange and, in effect, becomes the other party to  
each trader's open position in the market. Thereafter, each party to a trade    
looks only to the clearinghouse for performance. The clearinghouse generally    
establishes some sort of security or guarantee fund to which all clearing       
members of the exchange must contribute; this fund acts as an emergency buffer  
that enables the clearinghouse, at least to a large degree, to meet its         
obligations with regard to the "other side" of an insolvent clearing member's   
contracts. Furthermore, clearinghouses require margin deposits and continuously 
mark positions to market to provide some assurance that their members will be   
able to fulfill their contractual obligations. Thus, a central function of the  
clearinghouses is to ensure the integrity of trades, and members effecting      
futures transactions on an organized exchange need not worry about the solvency 
of the party on the opposite side of the trade; their only remaining concerns   
are the respective solvencies of their commodity broker and the clearinghouse.  
The exchanges also impose speculative position limits and other restrictions on 
customer positions to help ensure that no single trader can amass a position    
that would have a major impact on market prices.                                

          Commodity exchanges in the United States and their
clearinghouses are given reasonable latitude in promulgating rules and          
regulations to control and regulate their members. Examples of regulations by   
exchanges and clearinghouses include the establishment of initial margin levels,
size of trading units, contract specifications, speculative position limits, and
daily price fluctuation limits. The CFTC reviews all such rules (other than     
those relating to specific margin levels for futures, as opposed to options) and
can disapprove or, with respect to certain of such rules, require the amendment 
or modification thereof.                                                        

                   Foreign commodity exchanges differ in certain respects from
their United States counterparts. In contrast to United States exchanges,       
certain foreign exchanges are "principals' markets," where trades remain the    
liability of the traders involved, and the exchange does not become substituted 
for any party. See "Regulations" below and "Risk Factors--Risks Relating to     
Futures Interests Trading and the Futures Interests Markets--Special Risks      
Associated with Trading on Foreign Exchanges."                                  

SPECULATIVE POSITION LIMITS                                                     

           The CFTC and United States commodity exchanges have
established limits, referred to as "speculative position limits" or "position   
limits," on the maximum net long or net short speculative position that any     
person or group of persons (other than a hedger, which the Partnerships are not)
may hold, own or control in certain                                             

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futures interests contracts. Among the purposes of speculative position limits  
is to prevent a "corner" on a market or undue influence on prices by any single 
trader or group of traders. The CFTC has jurisdiction to establish position     
limits with respect to all commodities and has established position limits for  
all agricultural commodities. In addition, the CFTC requires each United States 
exchange to submit position limits for all commodities traded on such exchange  
for approval by the CFTC. Certain exchanges or their clearinghouses also set    
limits on the total net positions that may be held by a clearing broker, such as
CFI. However, position limits do not apply to many currency futures contracts,  
and, in general, no position limits are in effect in bank or dealer forward     
contract trading or in trading on foreign commodity exchanges, although the     
principals with which the Partnerships may trade in such markets may impose such
limits as a matter of credit policy. The futures interests positions of the     
Partnerships are not, and will not be, attributable to Limited Partners with    
respect to their own futures interests trading, if any, for purposes of position
limits.                                                                         

DAILY LIMITS                                                                    

                 Most United States commodity exchanges (but generally not
foreign exchanges or banks or dealers in the case of forward contracts) normally
limit the amount of fluctuation in futures interests contract prices during a   
single trading day by regulation. These regulations specify what are referred to
as "daily price fluctuation limits" or more commonly "daily limits." The daily  
limits establish the maximum amount that the price of a futures interests       
contract may vary either up or down from the previous day's settlement price.   
Once the daily limit has been reached in a particular futures interest, no      
trades may be made at a price beyond the limit. This can create liquidity       
problems.                                                                       

REGULATIONS                                                                     

               Commodity exchanges in the United States are subject to
regulation under the CEAct by the CFTC, the governmental agency having          
responsibility for regulation of commodity exchanges and futures interests      
contract trading conducted thereon. The function of the CFTC is to implement the
objectives of the CEAct of preventing price manipulation and excessive          
speculation and promoting orderly and efficient markets. Such regulation, among 
other things, provides that trading in futures interests must be on exchanges   
designated as "contract markets," and that all trading on such exchanges must be
done by or through exchange members.                                            

                 The CFTC possesses exclusive jurisdiction to regulate the
activities of "commodity trading advisors" and "commodity pool operators" and   
has adopted regulations with respect to certain of such persons' activities.    
Pursuant to its authority, the CFTC requires a commodity pool operator (such as 
the General Partner) to keep accurate, current and orderly records with respect 
to each pool it operates. The CFTC may suspend the registration of a commodity  
pool operator if the CFTC finds that the operator has violated the CEAct or     
regulations thereunder and in certain other circumstances. Suspension,          
restriction or termination of the General Partner's registration as a commodity 
pool operator would prevent it, until such time (if any) as such registration   
were to be reinstated, from managing, and might result in the termination of,   
the Partnerships. The CEAct gives the CFTC similar authority with respect to the
activities of commodity trading advisors, such as the Trading Advisors. If the  
registration of a Trading Advisor as a commodity trading advisor were to be     
terminated, restricted or suspended, the Trading Advisor would be unable, until 
such time (if any) as such registration were to be reinstated, to render trading
advice to the relevant Partnership. The Partnerships themselves are not         
registered with the CFTC in any capacity.                                       

                   The CEAct requires all "futures commission merchants," such
as the Commodity Brokers, to meet and maintain specified fitness and financial  
requirements, segregate customer funds from proprietary funds and account       
separately for all customers' funds and positions, and to maintain specified    
books and records open to inspection by the staff of the CFTC. The CFTC has     
similar authority over "introducing brokers," i.e., persons who solicit or      
accept orders for futures interests trades but who do not accept margin deposits
for the execution of trades. The Partnerships have no present intention of using
any introducing brokers in their trading. The CEAct also gives the states       
certain powers to enforce its provisions and the regulations of the CFTC.       

                 The fact of CFTC registration of the General Partner, the
Commodity Brokers, and the Trading Advisors does not imply that the CFTC has    
passed on or approved this offering or their qualifications to act as described 
in this Prospectus.                                                             

                    Limited Partners are afforded certain rights for reparations
under the CEAct. Limited Partners may also be able to maintain a private right  
of action for certain violations of the CEAct. The CFTC has adopted rules       
implementing the reparation provisions of the CEAct which provide that any      
person may file a complaint for a reparations award with the CFTC for violation 
of the CEAct against a floor broker, futures commission                         

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merchant, introducing broker, commodity trading advisor, commodity pool         
operator, and their respective associated persons.                              

                   Pursuant to authority in the CEAct, the NFA has been formed
and registered with the CFTC as a "registered futures association." At the      
present time, the NFA is the only non-exchange self-regulatory organization for 
commodities professionals. NFA members are subject to NFA standards relating to 
fair trade practices, financial condition, and consumer protection. As the      
self-regulatory body of the commodities industry, the NFA promulgates rules     
governing the conduct of commodity professionals and disciplines those          
professionals who do not comply with such standards. The CFTC has delegated to  
the NFA responsibility for the registration of commodity trading advisors,      
commodity pool operators, futures commission merchants, introducing brokers and 
their respective associated persons and floor brokers. The General Partner, the 
Commodity Brokers, and the Trading Advisors are all members of the NFA (the     
Partnerships themselves are not required to become members of the NFA).         

                   The above-described regulatory structure may be modified by
rules and regulations promulgated by the CFTC or by legislative changes enacted 
by Congress.                                                                    

                The CFTC has no authority to regulate trading on foreign
commodity exchanges and markets. The CFTC has, however, adopted rules relating  
to the marketing of foreign futures contracts and options in the United States. 
These rules permit foreign futures contracts and options traded only on certain 
foreign exchanges to be offered and sold in the United States. See "Risk        
Factors--Risks Relating to Futures Interests Trading and the Futures Interests  
Markets--Special Risks Associated with Trading on Foreign Exchanges."           

MARGINS                                                                         

               "Initial" or "original" margin is the minimum amount of
funds that must be deposited by a commodity trader with his commodity broker in 
order to initiate futures trading or to maintain an open position in futures    
contracts. "Maintenance" margin is the amount (generally less than initial      
margin) to which a trader's account may decline before he must deliver          
additional margin. A margin deposit is like a cash performance bond. It helps   
assure the commodity trader's performance of the futures interests contracts he 
purchases or sells. Futures interests contracts are customarily bought and sold 
on margins that represent a very small percentage (ranging upward from less than
2%) of the purchase price of the underlying commodity being traded. Because of  
such low margins, price fluctuations occurring in the futures markets may create
profits and losses that are greater, in relation to the amount invested, than   
are customary in other forms of investment or speculation. The minimum amount of
margin required in connection with a particular futures interests contract is   
set from time to time by the exchange on which such contract is traded, and may 
be modified from time to time by the exchange during the term of the contract.  
See "Risk Factors--Risks Relating to Futures Interests Trading and the Futures  
Interests Markets--Futures Interests Trading is Highly Leveraged."              

                Brokerage firms, such as the Commodity Brokers, carrying
accounts for traders in futures interests contracts may not accept lower, and   
generally require higher, amounts of margin as a matter of policy in order to   
afford further protection for themselves. The Commodity Brokers presently intend
to require each Partnership to make margin deposits equal to the exchange       
minimum levels for all futures interests contracts.                             

                Trading in the currency forward contract market does not
require margin, but generally does require the extension of credit by a bank or 
dealer to those with whom the bank or dealer trades. Since each Partnership's   
trading will be conducted through CFI, each Partnership will be able to take    
advantage of CFI's credit lines with several participants in the interbank      
market. CFI will require margin with respect to a Partnership's trading of      
currency forward contracts.                                                     

             When a trader purchases an option, there is no margin
requirement. When a trader sells an option, on the other hand, he is required to
deposit margin in an amount determined by the margin requirements established   
for the futures interests contract underlying the option, and, in addition, an  
amount substantially equal to the current premium for the option. The margin    
requirements imposed on the writing of options, although adjusted to reflect the
probability that out-of-the-money options will not be exercised, can in fact be 
higher than those imposed in dealing in the futures markets directly.           
Complicated margin requirements apply to "spreads" and "conversions," which are 
complex trading strategies in which a trader acquires a mixture of related      
futures and options positions.                                                  

               Margin requirements are computed each day by a trader's
commodity broker. When the market value of a particular open futures interests  
contract position changes to a point where the margin on deposit does not       
satisfy maintenance margin requirements, a margin call is made by the commodity 
broker. If the margin call is                                                   

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not met within a reasonable time, the broker may close out the trader's         
position. With respect to a Partnership's trading, that Partnership, and not its
Limited Partners personally or any other Partnership, will be subject to margin 
calls.                                                                          

THE LIMITED PARTNERSHIP AGREEMENTS

           This Prospectus contains an explanation of the more
significant terms and provisions of the Limited Partnership Agreement of each   
Partnership, a copy of which is annexed hereto as Exhibit A and is incorporated 
herein by this reference. Each Limited Partnership Agreement is identical       
insofar as the terms and provisions thereof discussed hereunder are concerned.  
The following description is a summary only of certain significant terms of the 
Limited Partnership Agreement not set forth elsewhere in this Prospectus, is not
intended to be complete, and is qualified in its entirety by reference to       
Exhibit A.                                                                      

NATURE OF THE PARTNERSHIPS                                                      

              Each Partnership was formed on July 15, 1998 under the
Partnership Act. The fiscal year of each Partnership begins on January 1 of each
year and ends on the following December 31.                                     

                   Units purchased and paid for pursuant to this offering will
be fully paid and nonassessable. Except as described under "Restrictions on     
Transfers and Assignments" below, Limited Partners may only withdraw from a     
Partnership by redeeming all of their Units. Each Partnership may have a claim  
against its Limited Partners after redemption or a Series Exchange of Units or  
receipt of distributions from such Partnership for liabilities of the           
Partnership that arose before the date of such redemption, Series Exchange or   
distribution, but such claim will not exceed the sum of such Limited Partner's  
unredeemed capital contribution, undistributed profits, if any, any             
distributions and amounts received upon redemptions, and amounts deemed received
on a Series Exchange, together with interest thereon. No Partnership will make a
claim against its Limited Partners with respect to amounts distributed to them  
or amounts received by them upon redemption of Units or deemed received upon a  
Series Exchange of Units unless the Net Assets of the Partnership are           
insufficient to discharge liabilities of the Partnership that arose before the  
payment of such amounts. The General Partner will be liable for all obligations 
of each Partnership to the extent that assets of such Partnership, including    
amounts contributed by its Limited Partners and paid out in distributions,      
redemptions, Series Exchanges, or otherwise to Limited Partners, are            
insufficient to discharge such obligations. However, neither the General        
Partner, DWR, nor any of their affiliates shall be personally liable to a       
Limited Partner (or assignee) for the return or repayment of all or any portion 
of the capital or profits of such Limited Partner.                              

MANAGEMENT OF PARTNERSHIP AFFAIRS                                               

                  The Limited Partners of a Partnership will not participate
in the management or operations of such Partnership. Any participation by a     
Limited Partner in the management of a Partnership may jeopardize the limited   
liability of such Limited Partner. Under each Limited Partnership Agreement,    
responsibility for managing the Partnership is vested solely in the General     
Partner. See "Fiduciary Responsibility." The General Partner may delegate       
complete trading authority to a Trading Advisor and has done so, except for the 
ability of the General Partner to override trading instructions that violate a  
Partnership's trading policies, or to the extent necessary to fund distributions
or redemptions, or to pay Partnership expenses, or when the Trading Advisor is  
unable or unwilling to act and a successor Trading Advisor has not yet been     
retained.                                                                       

              On behalf of each Partnership, the General Partner may
engage and compensate from the funds of that Partnership such persons as the    
General Partner in its sole judgment deems advisable for the conduct and        
operation of the business of the Partnership, provided however, that, except as 
described in the Limited Partnership Agreement and this Prospectus, the General 
Partner will not engage on behalf of a Partnership any person, firm, or         
corporation that is an affiliate of the General Partner without having made a   
good faith determination that: (i) the affiliate which it proposes to engage to 
perform such services is qualified to do so (considering the prior experience of
the affiliate or the individuals employed thereby); (ii) the terms and          
conditions of the agreement pursuant to which such affiliate is to perform      
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise 
determined by the General Partner to be fair and reasonable to the Partnership  
and the Limited Partners; and (iii) the maximum period covered by the agreement 
pursuant to which such affiliate is to perform services for the Partnership will
not exceed one year, and such agreement may be terminated without penalty upon  
60 days' prior written notice by the Partnership.                               

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                  Other responsibilities of the General Partner include, but
are not limited to, the following: determining whether each Partnership will    
make distributions; administering redemptions and Series Exchanges; preparing   
monthly and annual reports to the Limited Partners of each Partnership;         
preparing or causing to be prepared and filing tax returns required to be filed 
by each Partnership; directing the investment of each Partnership's assets      
(other than investments in futures interests); executing various documents on   
behalf of each Partnership and its Limited Partners pursuant to powers of       
attorney; and supervising the liquidation of a Partnership if an event causing  
termination of that Partnership occurs. To facilitate the execution of various  
documents by the General Partner on behalf of each Partnership and its Limited  
Partners, each of the Limited Partners will appoint the General Partner, with   
power of substitution, his attorney-in-fact by executing a Subscription         
Agreement.                                                                      

SHARING OF PROFITS AND LOSSES                                                   

            Each Partner, including the General Partner, of each
Partnership will have a capital account with an initial balance equal to the    
amount he paid for Units of such Partnership, or, in the case of the General    
Partner, its capital contribution. Each Partnership's Net Assets will be        
determined monthly, and any increase or decrease from the end of the preceding  
month will be added to or subtracted from the accounts of the Partners in the   
ratio that each account bears to all accounts. For a description of the federal 
tax allocations, see "Material Federal Income Tax Considerations."              

RESTRICTIONS ON TRANSFERS OR ASSIGNMENTS                                        

           Except as set forth below, each Limited Partnership
Agreement provides that Units may be transferred or assigned, but that no       
transferee or assignee may become a substituted Limited Partner without the     
written consent of the General Partner, which consent may be withheld in its    
sole discretion. No Limited Partner, or an assignee, transferee, estate,        
custodian or personal representative of a Limited Partner, may withdraw any     
capital or profits from a Partnership except by redemption of Units. See        
"Redemptions." The General Partner, without prior notice to or consent of the   
Limited Partners, may withdraw any portion of its interest in a Partnership that
is in excess of the interest required under its Limited Partnership Agreement.  
See "Capitalization." The General Partner may withdraw or assign its entire     
interest in a Partnership only upon 120 days' prior written notice to Limited   
Partners; if a majority of Limited Partners elect a new general partner or      
partners to continue the business of the Partnership, the withdrawing General   
Partner must pay all reasonable expenses incurred by the Partnership in         
connection with such withdrawal.                                                

                    Any transfer or assignment of Units permitted by the Limited
Partnership Agreements will be effective as of the end of the month in which    
such transfer or assignment is made; provided, however, that no Partnership need
recognize any transfer or assignment until it has received at least 30 days'    
prior written notice from the Limited Partner, which notice sets forth the      
address and social security or taxpayer identification number of the transferee 
or assignee and the number of Units transferred or assigned, and is signed by   
the Limited Partner. No transfers or assignments of Units will be effective or  
recognized by the General Partner if as a result any party to such transfer or  
assignment owns fewer than the minimum number of Units required to be purchased 
as described herein (subject to certain exceptions relating to gifts, death,    
divorce, or transfers to family members or affiliates contained in the Limited  
Partnership Agreements). No transfer or assignment of Units will be permitted   
unless the General Partner is satisfied that (i) such transfer or assignment    
would not be in violation of the Partnership Act or applicable federal, state or
foreign securities laws, and (ii) notwithstanding such transfer or assignment,  
the Partnership will continue to be classified as a partnership rather than as  
an association taxable as a corporation under the Internal Revenue Code of 1986,
as amended (the "Code"). No transfer or assignment of Units will be effective or
recognized by a Partnership if such transfer or assignment would result in the  
termination of that Partnership for federal income tax purposes, and any        
attempted transfer or assignment in violation of the Limited Partnership        
Agreement will be ineffective. The Limited Partner will bear all costs          
(including any attorneys' and accountants' fees) related to such transfer or    
assignment.                                                                     

AMENDMENTS; MEETINGS                                                            

            Each Limited Partnership Agreement may be amended in
accordance with, and to the extent permissible under, the Partnership Act by an 
instrument signed by the General Partner and by Limited Partners owning more    
than 50% of the Units then owned by Limited Partners of that Partnership. In    
addition, the General Partner may make the following amendments to a Limited    
Partnership Agreement without the consent of the Limited Partners: (i) change   
the name of the Partnership or cause the Partnership to transact business under 
another name; (ii) clarify any inaccuracy or any ambiguity, or reconcile any    
inconsistent provisions in the                                                  

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Limited Partnership Agreement; (iii) make any amendment to the Limited          
Partnership Agreement that is not adverse to the Limited Partners; (iv) effect  
the intent of the allocations proposed in the Limited Partnership Agreement to  
the maximum extent possible and to the extent necessary to comply with the Code 
or the interpretations thereof affecting such allocations, as same may be       
amended from time to time; (v) attempt to ensure that the Partnership is not    
taxed as an association taxable as a corporation for federal income tax         
purposes; (vi) qualify or maintain the qualification of the Partnership as a    
limited partnership in any jurisdiction; (vii) delete, add or modify any        
provision of or to the Limited Partnership Agreement required to be deleted,    
added or modified by the staff of the SEC, the CFTC, any other federal agency,  
any state "Blue Sky" official, or other governmental official, or in order to   
opt to be governed by any amendment or successor to the Partnership Act, or to  
comply with applicable law; (viii) make any modification to the Limited         
Partnership Agreement to reflect the admission of additional or substitute      
general partners and to reflect any modification to the net worth and minimum   
investment requirements applicable to the General Partner and any other general 
partner, as contemplated by Sections 5 and 6 of the Limited Partnership         
Agreement; (ix) make any amendment that is appropriate or necessary, in the     
opinion of the General Partner, to prevent the Partnership or the General       
Partner or its directors, officers or controlling persons from in any manner    
being subject to the provisions of the Investment Company Act of 1940, as       
amended (the "1940 Act"), the Investment Advisers Act of 1940, as amended (the  
"Advisers Act"), or "plan asset" regulations adopted under the Employee         
Retirement Income Security Act of 1974, as amended; and (x) to make any         
amendment that is appropriate or necessary, in the opinion of the General       
Partner, to qualify the Partnership under the 1940 Act, and any persons under   
the 1940 Act and the Advisers Act, if the General Partner is informed that doing
so is necessary. However, no amendment of the Limited Partnership Agreement of a
Partnership without the consent of all Partners affected thereby may reduce the 
capital account of any Partner, modify the percentage of profits, losses, or    
distributions to which any Partner is entitled, or change or alter the          
provisions of such Limited Partnership Agreement relating to amendments         
requiring the consent of all Partners.                                          

                Any Limited Partner or his authorized attorney or agent,
upon written request to the General Partner, delivered either in person or by   
certified mail, and upon payment of reasonable duplicating and postage costs,   
shall be entitled to obtain from the General Partner by mail a list of the names
and addresses of record of all Limited Partners of the Partnership(s) in which  
he owns Units and the number of Units owned by each. Upon receipt of a written  
request, signed by Limited Partners owning at least 10% of the Units then owned 
by Limited Partners of a Partnership, that a meeting of such Partnership be     
called to consider any matter upon which Limited Partners may vote pursuant to  
its Limited Partnership Agreement, the General Partner, by written notice to    
each Limited Partner of record sent by certified mail or delivered in person    
within 15 days after receipt of such notice, must call a meeting of that        
Partnership. Such meeting must be held at least 30 but not more than 60 days    
after the mailing of such notice, and such notice must specify the date, a      
reasonable place and time, and the purpose of such meeting.                     

                    At any meeting of the Limited Partners, upon the affirmative
vote of Limited Partners (in person or by proxy) owning more than 50% of the    
Units then owned by Limited Partners of a Partnership, the following actions may
be taken: (i) the Limited Partnership Agreement may, with certain exceptions    
described above, be amended; (ii) the Partnership may be dissolved; (iii) the   
General Partner may be removed and replaced; (iv) a new general partner or      
general partners may be elected if the General Partner terminates or liquidates 
or elects to withdraw from the Partnership, or becomes insolvent, bankrupt or is
dissolved; (v) any contracts with the General Partner or any of its affiliates  
may be terminated without penalty on 60 days' prior written notice; and (vi) the
sale of all or substantially all of the assets of the Partnership may be        
approved; provided, however, that no such action may be taken if it will        
adversely affect the classification of the Partnership as a partnership under   
the federal income tax laws or the status of the Limited Partners as limited    
partners under the Partnership Act (while not required by the Limited           
Partnership Agreement, it is advisable that Limited Partners proposing to take  
any of the foregoing actions obtain an opinion of qualified counsel to confirm  
that the action to be taken will not have adverse ramifications under federal   
income tax laws and the Partnership Act, and that such action is otherwise      
permitted under the Partnership Act). Any of the foregoing actions may also be  
taken by Limited Partners without a meeting, without prior notice, and without a
vote, by means of written consents signed by Limited Partners owning the        
requisite number of Units; notice of any actions taken by written consent must  
be given to non-consenting Limited Partners within seven business days          
thereafter.                                                                     

INDEMNIFICATION                                                                 

              The Limited Partnership Agreement provides for certain
indemnities of the General Partner and its affiliates. See "Fiduciary           
Responsibility."                                                                

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REPORTS TO LIMITED PARTNERS                                                     

                   The books and records of each Partnership are maintained at
its principal office, and must be retained for not less than five years. The    
Limited Partners or their authorized attorneys or agents will have the right    
during normal business hours to inspect and copy such books and records of each 
Partnership of which they are Limited Partners, and, upon request, copies of    
such books and records will be sent to any Limited Partner if reasonable        
reproduction and distribution costs are paid by him. Copies of subscription     
documentation in connection with purchases and Exchanges of Units will be       
retained by the Partnership for not less than six years.                        

                  Within 30 days after the close of each calendar month, the
General Partner shall provide to each Limited Partner such financial and other  
information with respect to each Partnership as the CFTC and NFA, from time to  
time, may require in such monthly reports, together with information concerning 
any material change in the brokerage commissions or fees payable by the         
Partnerships to any commodity broker. Additionally, each Partnership will       
distribute to the Limited Partners within 90 days after the close of each fiscal
year an annual report containing audited financial statements (including a      
statement of income and statement of financial condition) of the Partnership for
the fiscal year then ended, prepared in accordance with generally accepted      
accounting principles and accompanied by a report of the independent certified  
public accounting firm which audited such financial statements, and such other  
information as the CFTC and the NFA may from time to time require. Such annual  
reports will provide a detailed statement of any transactions with the General  
Partner or its affiliates and of fees, commissions and any compensation paid or 
accrued to the General Partner or its affiliates for the fiscal year completed, 
showing the amount paid or accrued to each recipient and the services performed.
Within 75 days after the close of each fiscal year (but in no event later than  
March 15 of each year), the Partnership will report to each Limited Partner tax 
information necessary for the preparation of the Limited Partner's federal      
income tax returns. The Net Asset Value of Units will be determined daily by the
General Partner and the most recent Net Asset Value calculations will be        
promptly supplied in writing to any Limited Partner after receipt of a written  
request to such effect. In addition to the above-described information and      
reports, the General Partner will provide Limited Partners with such other      
information and will comply with any such procedures in connection with         
redemptions as in the future are specifically required under SEC rules and      
policies for commodity pools and similar investment vehicles.                   

                  In addition, if any of the following events occurs, notice
of such event, including a description of Limited Partners' redemption and      
voting rights, will be mailed to each Limited Partner of that Partnership within
seven business days after the occurrence of the event: (i) a decrease in the Net
Asset Value of a Unit as of the close of business on any business day to 50% or 
less of the Net Asset Value for such Unit as of the end of the immediately      
preceding month; (ii) any material amendment to the Limited Partnership         
Agreement; (iii) any change in Trading Advisors or any material change in the   
management agreement with a Trading Advisor; (iv) any change in Commodity       
Brokers or any material change in the compensation arrangements with a Commodity
Broker; (v) any change in general partners or any material change in the        
compensation arrangements with a general partner; (vi) any change in the        
Partnership's fiscal year; (vii) any material change in the Partnership's       
trading policies as specified in the Limited Partnership Agreement; or (viii)   
cessation of futures interests trading by the Partnership. In the case of a     
notice given in accordance with clause (i) of the immediately preceding         
sentence: (a) such notice shall also advise Limited Partners that a "Special    
Redemption Date," on a date specified in such notice (but in no event earlier   
than 15, nor later than 45, days after the mailing of such notice), will take   
place as of which Limited Partners may redeem their Units in the same manner as 
described under "Redemptions" for regular Redemption Dates (a Special Redemption
Date may take place on a regular Redemption Date); and (b) following the close  
of business on the date of the 50% decrease giving rise to such notice, the     
Partnership shall liquidate all existing positions as promptly as reasonably    
practicable and shall suspend all futures interests trading through the Special 
Redemption Date. Thereafter, the General Partner shall determine whether to     
reinstitute futures interests trading or to terminate the Partnership.          

                  In addition, subject to limits imposed under certain state
guidelines incorporated in the Limited Partnership Agreements, no increase in   
any of the management, incentive or brokerage fees payable by the Partnerships, 
or any caps on management fees, incentive fees, brokerage commissions or fees,  
transaction fees and costs, ordinary administrative expenses, or net excess     
interest or compensating balance benefits, as described under "Description of   
Charges--Charges to Each Partnership--5. Expense Limitations," may take effect  
until the first business day following a Redemption Date, provided that: (i)    
notice of such increase is mailed to each Limited Partner at least five business
days prior to the last date on which a "Request for Redemption" must be received
by the General Partner with respect to the applicable Redemption Date; (ii) such
notice describes the                                                            

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redemption and voting rights of Limited Partners; and (iii) Limited Partners    
redeeming Units at the first Redemption Date following such notice shall not be 
subject to any redemption charges.                                              

              Each Limited Partner (and any assignee of such Limited
Partner's interest) expressly agrees that in the event of his death, such       
Limited Partner waives on behalf of himself and his estate, and directs the     
legal representative of his estate and any person interested therein, to waive  
the furnishing of any inventory, accounting, or appraisal of the assets of the  
Partnership and any right to an audit or examination of the books of the        
Partnership, except to the extent described above.                              

PLAN OF DISTRIBUTION

             The Units are being offered through DWR pursuant to a
Selling Agreement among the Partnerships, the General Partner, and DWR, as      
selling agent. DWR has appointed MS & Co., and may appoint, with the approval of
the General Partner, as its agent to make offers and sales of the Units, any    
other securities broker or dealer which is a member in good standing of the     
NASD, or any foreign bank, dealer, institution or person ineligible for         
membership in the NASD which agrees to make no offers or sales of Units within  
the United States or its territories, possessions or areas subject to its       
jurisdiction or to persons who are citizens thereof or residents therein, and   
which further agrees in making offers and sales of Units to comply with the     
applicable provisions of the Conduct Rules of the NASD (each, an "Additional    
Seller"). DWR, MS & Co. and the General Partner are "affiliates" of one another 
pursuant to SEC rules under the 1933 Act.                                       

             The Units are being offered on a "best efforts" basis
without any agreement by DWR to purchase Units. The General Partner has         
registered 3,000,000 Units of each Partnership with the SEC, for sale in the    
Initial Offering and the Continuing Offering. The General Partner may in the    
future register additional Units with the SEC. There is no maximum aggregate    
amount of funds which may be contributed to any Partnership. The General Partner
may in the future subdivide or combine outstanding Units of any Partnership, in 
its discretion, provided that no such subdivision or combination shall affect   
the Net Asset Value of any Limited Partner's interest in the Partnership.       

                    Units of each Partnership are being offered initially to the
public at $10 per Unit, for issuance at the Initial Closing, which is currently 
scheduled to be held on October 31, 1998; provided, however, that the General   
Partner may at its discretion hold such Initial Closing at any time during the  
Initial Offering Period (as defined below). Units that remain unsold following  
the Initial Closing may be offered for sale in the Continuing Offering at       
subsequent Monthly Closings at a price per Unit equal to 100% of the Net Asset  
Value of a Unit of the Partnership which sells the Unit as of the date of the   
applicable Monthly Closing. The period from the date of this Prospectus through 
November 30, 1998 will be referred to herein as the "Initial Offering Period";  
provided, however, that the General Partner may, in its sole discretion, extend 
the Initial Offering Period up to and including March 12, 1999. If at least     
400,000 ($4,000,000) Units in a Partnership have been subscribed for at any time
during the Initial Offering Period, the General Partner will accept             
subscriptions for such Partnership at the Initial Closing and commence such     
Partnership's trading operations, and continue to offer Units of such           
Partnership in the Continuing Offering. Following the Initial Closing, the Net  
Asset Value of a Unit of a Partnership will not be related to the performance of
any other Partnership and will depend on the performance of its Trading Advisor.
At subsequent Monthly Closings, such Net Asset Value may increase or decrease   
substantially between the date of a subscription and the date as of which such  
subscription is accepted by the General Partner; consequently, a subscriber may 
receive at a Monthly Closing more or fewer Units of a Partnership than would    
have been received if the Monthly Closing had been held on the date of the      
subscription. Additionally, even if the amount of a subscription is divided     
equally among the Partnerships, the number of Units of each Partnership         
purchased at a Monthly Closing will not generally be the same and may differ    
significantly.                                                                  

                  During the Initial Offering Period and, thereafter, during
the Continuing Offering, funds with respect to a subscription received and not  
immediately rejected by the General Partner will be transferred to, and held in 
escrow by, The Chase Manhattan Bank, New York, New York (the "Escrow Agent"),   
and invested solely in the Escrow Agent's interest-bearing money market account.
If a subscription is accepted by the General Partner, the Escrow Agent will pay 
to the appropriate Partnerships the subscription funds and pay to DWR any       
interest earned on such subscription funds at the applicable Closing, and DWR   
will credit the subscriber's customer account with DWR with such interest. If a 
subscription is rejected by the General Partner, the Escrow Agent will promptly 
pay to DWR the rejected subscription funds and any interest earned thereon, and 
DWR will credit the subscriber's customer account with DWR with such amounts,   
and at such time such funds will be immediately available for investment or     
withdrawal. In the event a subscriber's customer account with DWR has been      

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closed, any subscription returned and/or interest earned will be paid by check. 
Interest will be earned on subscription funds from the day of deposit of such   
funds with the Escrow Agent to the day that such funds are either paid to the   
appropriate Partnerships in the case of accepted subscriptions or paid to DWR in
the case of rejected subscriptions. At all times during the Initial Offering    
Period and, thereafter, during the Continuing Offering, and prior to each       
Monthly Closing, subscription funds will be in the possession of the Escrow     
Agent, and at no time will the General Partner hold or take possession of such  
funds.                                                                          

                   If fewer than 400,000 ($4,000,000) Units in any Partnership
have been subscribed for at the termination of the Initial Offering Period or   
for any reason the Initial Closing does not occur, the offering of Units with   
respect to any such Partnership will terminate and each subscription received   
during the Initial Offering Period will be promptly returned by the Escrow Agent
to DWR for prompt deposit to each subscriber's customer account with DWR, within
five business days following termination of the Initial Offering Period,        
together with any interest earned on such subscription while held in escrow. DWR
will promptly notify each subscriber that such subscription has been returned to
such subscriber's customer account with DWR and that such funds are under such  
subscriber's control. It is contemplated that only one Initial Closing will be  
held for the Partnerships, and it is not a condition of the Initial Closing that
all three Partnerships sell the minimum number of Units.                        

                During the Initial Offering Period, the General Partner,
DWR, any Additional Seller, the Trading Advisor, and their respective affiliated
entities may, but are not required to, subscribe for any number of Units. Units 
subscribed for by such entities will be counted for purposes of determining     
whether the minimum subscription requirement for a Partnership has been met. Any
Units subscribed for by such entities may not be redeemed for a period of two   
years after the Initial Closing if the Partnership would not have the minimum   
$4,000,000 in Net Assets immediately following such redemption.                 

                    In the case of Units purchased for cash, qualified employees
of DWR have the option to receive from DWR (payable solely from its own funds) a
gross sales credit equal to 4% of the Net Asset Value per Unit as of the        
applicable Closing for each Unit sold by them and issued at such Closing, plus a
gross sales credit of up to 71% of the brokerage fees received by DWR from the  
Partnership each month that are attributable to such outstanding Units,         
commencing with the fifteenth month after the Closing at which a Unit is issued.
Alternatively, qualified employees of DWR may forego the initial sales credit of
4% of the Net Asset Value per Unit and immediately commence receiving a gross   
sales credit of up to 71% of the brokerage fees received by DWR from the        
Partnership each month that are attributable to such outstanding Units.         
Notwithstanding the foregoing, employees of DWR that sell $500,000 or more of   
Units to any single investor will not have an option, and will only be entitled 
to receive a gross sales credit of up to 71% of the brokerage fees received by  
DWR from the Partnership each month that are attributable to such outstanding   
Units, commencing with the first month after the Units are issued.              

                    In the case of Units purchased pursuant to a Series Exchange
or Non-Series Exchange, qualified employees of DWR will not receive the initial 
gross sales credit of 4%. However, in the case of a Series Exchange or Non-     
Series Exchange, DWR employees will receive a gross sales credit of up to 71% of
the brokerage fees received by DWR from the Partnership each month that are     
attributable to such outstanding Units, as follows: (i) in the case of a Series 
Exchange where the DWR employee elected to receive the initial gross sales      
credit of 4% in connection with the initial purchase of the Units redeemed, such
DWR employee will receive the monthly gross sales credit commencing with the    
fifteenth month after the date the Units being redeemed were purchased; and     
(ii) in the case of (A) a Series Exchange where the DWR employee elected not to 
receive the initial gross sales credit of 4% in connection with the initial     
purchase of the Units redeemed, or (B) a Non-Series Exchange, such DWR employee 
will receive the monthly gross sales credit commencing with the first month     
after the Units are issued. In all cases, qualified DWR employees will receive  
continuing compensation until the applicable Partnership terminates or such Unit
is redeemed (whichever comes first).                                            

                    For the purpose of paying continuing compensation, brokerage
fees are deemed to be attributable to Units sold by an employee in the          
proportion which the number of such Units bears to the total number of Units    
outstanding at any time. For example, if an employee sold 2,500 Units of one    
Partnership and there were 125,000 Units of such Partnership outstanding, 2%    
(2,500 divided by 125,000) of the brokerage fees received by DWR with respect to
such Partnership would be deemed to be attributable to the Units sold by that   
employee, and such employee would be paid by DWR, under present plans, up to 57%
of such fees. Units issued to a Limited Partner in a Series Exchange will be    
treated for purposes of allocating brokerage fees as sold by the employee who   
sold the Units subject to such Series Exchange. No part of such compensation    
will be paid by a Partnership and, accordingly, Net Assets will not be reduced  
as a result of such compensation. Each person receiving such continuing         
compensation must be a DWR employee at the time of receipt of payment and must  

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be registered as an associated person with the CFTC and be a member of the NFA  
in such capacity only after either having passed the Series 3 or Series 31      
examination or having been "grandfathered" as an associated person qualified to 
do commodity brokerage under the CEAct and the regulations thereunder. The      
additional services to be rendered by such employees include: (a) inquiring of  
the General Partner from time to time, at the request of Limited Partners, as to
the Net Asset Value of each Partnership's Units; (b) inquiring of the General   
Partner, at the request of Limited Partners, regarding the futures interests    
markets and the activities of the Partnerships; (c) responding to questions of  
Limited Partners with respect to the monthly account statements, annual reports,
financial statements and annual tax information furnished periodically to       
Limited Partners; (d) providing advice to Limited Partners as to when and       
whether to make additional investments or to redeem or Exchange Units; (e)      
assisting Limited Partners in the redemption or Exchange of Units; and (f)      
providing such other services as Limited Partners from time to time may         
reasonably request. Such additional compensation paid by DWR may be deemed to be
underwriting compensation. In addition, certain officers and directors of the   
General Partner may receive compensation as employees of DWR based, in part, on 
the amount of brokerage fees paid by the Partnerships to DWR. The Selling       
Agreement among DWR, the General Partner and the Partnerships provides that such
compensation may only be paid by DWR as long as such services are provided. A   
Limited Partner may telephone, write or visit such employee at the local DWR    
branch office to avail himself of such services.                                

                   DWR may compensate any qualified Additional Seller for each
Unit sold by it by paying such Additional Seller a selling commission, payable  
by DWR solely from its own funds, as determined by DWR and such Additional      
Seller, but not to exceed 4% of the Net Asset Value of the Unit sold (except MS 
& Co., which will be compensated at the same rate as DWR). Additional Sellers   
who are properly registered as futures commission merchants or introducing      
brokers with the CFTC and are members of the NFA in such capacity may also      
receive from DWR, payable solely from its own funds, continuing compensation for
providing to Limited Partners the continuing services described above. Such     
additional compensation paid by DWR may be up to 35% of the brokerage fees      
generated by outstanding Units sold by such Additional Sellers and received by  
DWR as commodity broker for each Partnership. Additional Sellers may pay all or 
a portion of such additional compensation to their employees who have sold Units
and provide continuing services to Limited Partners if such employees are       
properly registered with the CFTC and are members of the NFA. Such additional   
compensation paid by DWR may be deemed to be underwriting compensation.         

                 In connection with the sale of Units, DWR may at any time
and from time to time implement cash sales incentive and/or promotional programs
for its employees who sell Units. Such programs will provide for DWR, and not   
the Partnership or General Partner, to pay its employees bonus compensation     
based on sales of Units. Any such program will be approved by the NASD prior to 
its implementation.                                                             

                  The aggregate of all compensation paid to employees of DWR
from the initial 4% gross sales credit, the redemption charges received by DWR, 
and any sales incentives will not exceed 10% of the proceeds of the sale of     
Units.                                                                          

            The Units of each Partnership are being sold by each
Partnership when, as and if subscriptions therefor are accepted by the General  
Partner, subject to the satisfaction of certain conditions set forth in the     
Selling Agreement and the approval by counsel of certain legal matters. Pursuant
to the respective Management Agreements, each Partnership has agreed to         
indemnify its Trading Advisor in connection with the offer and sale of Units    
with respect to any misleading or untrue statement or alleged misleading or     
untrue statement of a material fact or material omission or alleged omission    
unrelated to such Trading Advisor. Each Partnership also has agreed to indemnify
DWR, the General Partner, MS & Co., and any other Additional Sellers in         
connection with the offer and sale of Units. See "Fiduciary Responsibility."    

              If units of new partnerships of the Charter Series are
offered for sale by the General Partner, such offer would be on such terms as   
the General Partner may determine. The expenses incurred in this offering and   
the pricing formulas described above would not be determinative of the price per
unit in any such subsequent offering.                                           

SUBSCRIPTION PROCEDURE

                 The minimum subscription for most subscribers is $20,000,
except that, in the case of eligible subscribers purchasing Units pursuant to a 
Non-Series Exchange, the $20,000 minimum investment will be satisfied if the    
proceeds of the redemption of the units redeemed would have equaled at least    
$20,000 as of the last day of the month immediately preceding the Closing at    
which the Units are purchased, irrespective of whether the actual               

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proceeds from such redemption are less than $20,000 when the units are redeemed.
See "Investment Requirements." A subscription may be for Units of one           
Partnership, or may be divided among two or all three Partnerships, provided    
that the minimum subscription for any one Partnership is: (a) in the case of a  
cash purchase, $5,000, or (b) in the case of a Non-Series Exchange, the proceeds
from the redemption of (i) five units from commodity pools other than the       
Spectrum Series or MSTAF, (ii) 500 units from one, or any combination, of the   
Spectrum Series, or (iii) 500 units from MSTAF. A subscriber who already owns   
Units in a Partnership and desires to make an additional investment in such     
Partnership may subscribe for additional Units at a Monthly Closing with a      
minimum investment of: (a) in the case of a cash purchase, $1,000, or (b) in the
case of a Non-Series Exchange, the proceeds from the redemption of (i) one unit 
from commodity pools other than the Spectrum Series or MSTAF, or (ii) 100 units 
from one, or any combination of the Spectrum Series, or (iii) 100 units from    
MSTAF.                                                                          

               In order to purchase Units, a subscriber must complete,
execute, and deliver to DWR an execution copy of a Subscription Agreement. In   
the Subscription Agreement, a subscriber (other than one effecting an Exchange) 
will authorize the General Partner and DWR to transfer immediately the full     
subscription amount from his customer account with DWR to the Partnerships'     
Escrow Account. DWR will promptly debit the subscriber's customer account and   
transfer such funds to the Escrow Account with the Escrow Agent upon receipt of 
the executed Subscription Agreement. A subscriber (other than one effecting an  
Exchange) whose Subscription Agreement is received by DWR and whose subscription
is not immediately rejected, must have the appropriate amount in his customer   
account with DWR on the first business day following the date that his          
Subscription Agreement is received by DWR, and DWR will debit his customer      
account and transfer such funds into escrow with the Escrow Agent on that date. 
In the event that a subscriber (other than one effecting an Exchange) does not  
have a customer account with DWR or does not have sufficient funds in his       
existing customer account with DWR, the subscriber should make appropriate      
arrangements with his DWR financial advisor, if any, and if none, should contact
his local DWR branch office. MS & Co. and the other Additional Sellers, if any, 
will arrange for their respective customers subscribing for Units to open       
customer accounts with DWR. Payment must not be mailed to the General Partner,  
as any such payment will be returned to the subscriber for proper placement with
the DWR branch office where his account is maintained. Additional investments in
the Partnerships for subscribers who already own Units must be made by executing
a Subscription Agreement authorizing the immediate transfer of funds from the   
customer's account with DWR to the Escrow Agent. In the case of a Series        
Exchange or a Non-Series Exchange, a subscriber must complete, execute, and     
deliver to DWR an execution copy of a Subscription Agreement, which will        
authorize the General Partner to redeem all or a portion of such subscriber's   
interest in a Partnership or another commodity pool for which the General       
Partner serves as general partner and commodity pool operator (subject to terms 
of the applicable limited partnership agreement), and use the proceeds of such  
redemption (less any applicable redemption charges) to purchase Units in the    
Partnership[s]. In accordance with an NASD rule, DWR will not subscribe for     
Units on behalf of any customer account over which it has discretionary         
authority, unless it gets prior written approval from the customer.             

                  In the case of a subscription on behalf of an IRA or other
employee benefit plan, merely subscribing for Units does not create a plan.     
Those considering the purchase of Units on behalf of an IRA or other employee   
benefit plan must first ensure that the plan has been properly established in   
accordance with the Code and the regulations thereunder and administrative      
rulings thereof and that the plan has been adequately funded. If an IRA or other
employee benefit plan has been properly established and adequately funded, the  
trustee or custodian of the plan who decides to or who is instructed to do so   
may subscribe for Units. Payment of the subscription price must be made by      
having the trustee or custodian of the plan authorize the General Partner and   
DWR to transfer immediately the full subscription amount to the Morgan Stanley  
Dean Witter Charter Series Escrow Account from the plan's customer account with 
DWR. An employee benefit plan, including an IRA, should consider the tax        
consequences of an investment in the Partnerships. See "Purchases by Employee   
Benefit Plans--ERISA Considerations."                                           

                    All Units subscribed for upon DWR's transfer of funds from a
customer account following receipt of a subscriber's check will be issued       
subject to the collection of the funds represented by such check. In the event  
that a subscriber's check is returned unpaid, DWR will notify the General       
Partner, and the relevant Partnership will cancel the Units issued to such      
subscriber represented by such check. Any losses or profits sustained by the    
Partnership in connection with the Partnership's business allocable to such     
cancelled Units will be deemed a decrease or increase in Net Assets and         
allocated among the remaining Partners. In the Limited Partnership Agreements,  
each Limited Partner agrees to reimburse a Partnership for any expense or loss  
(including any                                                                  

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trading loss) incurred in connection with the issuance and cancellation of any  
Units issued to such Limited Partner.                                           

                All subscriptions for Units are generally irrevocable by
subscribers, provided, however, that (i) a subscriber may revoke his            
Subscription Agreement, and receive a full refund of the subscription amount and
any accrued interest thereon (or revoke the redemption of units in the other    
commodity pool in the case of a Series Exchange or Non-Series Exchange), within 
five business days after execution of such Subscription Agreement or no later   
than 3:00 P.M., New York City time, on the date of the applicable Closing,      
whichever comes first, by delivering written notice to his DWR financial        
advisor; and (ii) there may be possible rescission rights under applicable      
federal and state securities laws. The General Partner may reject any           
subscription, in whole or in part, in its sole discretion. See "Plan of         
Distribution." A specimen form of the Subscription Agreement is annexed hereto  
as Exhibit B. A separate execution copy of the Subscription Agreement           
accompanies this Prospectus or may be obtained, after delivery of this          
Prospectus (and, if applicable, the Partnerships' latest Monthly Report), from a
local DWR branch office. Limited Partners will not receive certificates         
evidencing Units, but will be sent confirmations of purchase in DWR's customary 
form.                                                                           

PURCHASES BY EMPLOYEE BENEFIT PLANS -- ERISA CONSIDERATIONS 

              The purchase of Units might or might not be a suitable
investment for an employee benefit plan. Before proceeding with a purchase of   
Units, the person with investment discretion on behalf of an employee benefit   
plan should determine whether the purchase of Units is (a) permitted under the  
governing instruments of the plan and (b) appropriate for that particular plan  
in view of its overall investment policy, the composition and diversification of
its portfolio, and the considerations discussed below.                          

                   As used herein, the term "employee benefit plans" refers to
plans and accounts of various types (including their related trusts) which      
provide for the accumulation of a portion of an individual's earnings or        
compensation, as well as investment income earned thereon, typically free from  
federal income tax until such time as funds are distributed from the plan. Such 
plans include corporate pension and profit-sharing plans (such as so-called     
"401(k)" plans), "simplified employee pension plans," so-called "Keogh" plans   
for self-employed individuals (including partners), and, for purposes of this   
discussion, individual retirement accounts ("IRAs"), described in Section 408 of
the Internal Revenue Code of 1986, as amended (the "Code").                     

                   If the assets of an investing employee benefit plan were to
be treated, for purposes of the reporting and disclosure provisions and certain 
other of the fiduciary responsibility provisions of Title I of the Employee     
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975  
of the Code, as including an undivided interest in each of the underlying assets
of a Partnership, an investment in Units would in general be an inappropriate   
investment for the plan. A U.S. Department of Labor regulation (the             
"Regulation") defines "plan assets" in situations where employee benefit plans  
purchase equity securities in investment entities such as a Partnership. The    
Regulation provides that the assets of an entity will not be deemed to be "plan 
assets" of an employee benefit plan which purchases an equity security of such  
an entity if the equity security is a "publicly-offered security," meaning it is
(1) freely transferable, (2) held by more than 100 investors independent of the 
issuer and of each other, and (3) either (a) registered under Section 12(b) or  
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934     
Act") or (b) sold to the plan as part of a public offering of such securities   
pursuant to an effective registration statement under the 1933 Act, where the   
security is then timely registered under Section 12(b) or Section 12(g) of the  
1934 Act. It is expected that the Units will meet, and continue to meet, the    
criteria of the Regulation.                                                     

                  The General Partner believes, based upon the advice of its
legal counsel, that income earned by the Partnerships will not constitute       
"unrelated business taxable income" under Section 512 of the Code to employee   
benefit plans and other tax-exempt entities which purchase Units in one or more 
of the Partnerships. Although the Internal Revenue Service has issued favorable 
private letter rulings to taxpayers in somewhat similar circumstances, other    
taxpayers may not use or cite such rulings as precedent.                        

             The person with investment discretion on behalf of an
employee benefit plan who is considering the purchase of Units in one or more of
the Partnerships should consult a professional tax adviser regarding the        
application of the foregoing matters to their purchase of Units.                

                 Units may not be purchased with the assets of an employee
benefit plan if the General Partner, DWR, any Additional Seller, any Trading    
Advisor or any of their respective affiliates either: (a) has investment        
discretion with respect to the investment of such plan assets; (b) has authority
or responsibility to give or regularly gives investment advice with respect to  
such plan assets for a fee and pursuant to an agreement or understanding that   

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such advice will serve as a primary basis for investment decisions with respect 
to such plan assets and that such advice will be based on the particular        
investment needs of the plan; or (c) is an employer maintaining or contributing 
to such plan.                                                                   

                 Subscribing for Units in a Partnership does not create an
IRA or other employee benefit plan. Those considering the purchase of Units on  
behalf of an IRA or other employee benefit plan must first ensure that the plan 
has been properly established in accordance with the Code and ERISA and the     
regulations and administrative rulings thereunder and that the plan has been    
adequately funded. Then, after all of the considerations discussed above have   
been taken into account, the trustee or custodian of a plan who decides to or   
who is instructed to do so may subscribe for Units in one or more of the        
Partnerships, subject to the applicable minimum subscription requirement per    
Partnership.                                                                    

              ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF IRAS OR OTHER
EMPLOYEE BENEFIT PLANS IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER,
DWR, MS & CO., ANY OTHER ADDITIONAL SELLERS OR ANY PARTNERSHIP THAT THIS        
INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY 
PLANS GENERALLY OR ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE   
FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.                                     

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

INTRODUCTION                                                                    

                    The General Partner has been advised by counsel, Cadwalader,
Wickersham & Taft, that in its opinion, the following summary correctly         
describes the material federal income tax consequences to United States         
taxpayers of acquiring, owning and disposing of Units. The opinions appearing in
this section are the opinions of Cadwalader, Wickersham & Taft, except as       
otherwise specifically noted herein. The following summary is based upon the    
Internal Revenue Code of 1986, as amended (the "Code"), rulings thereon,        
regulations promulgated thereunder and existing interpretations thereof, any of 
which could be changed at any time and which changes could be retroactive. The  
federal income tax summary and the state and local income tax summary which     
follow in general relate only to the tax implications of an investment in the   
Partnerships by individuals who are citizens or residents of the United States. 
Except as indicated below or under "Purchases by Employee Benefit Plans-ERISA   
Considerations," the summaries do not address the tax implications of an        
investment in the Partnerships by corporations, partnerships, trusts and other  
non-individuals. Moreover, the summaries are not intended as a substitute for   
careful tax planning, particularly since certain of the tax consequences of     
owning an interest in the Partnerships may not be the same for all taxpayers,   
such as non-individuals or foreign persons, or in light of an investor's        
personal investment circumstances. A complete discussion of all federal, state  
and local tax aspects of an investment in each Partnership is beyond the scope  
of the following summary, and prospective investors must consult their own tax  
advisors on such matters.                                                       

PARTNERSHIP STATUS                                                              

                  The General Partner has been advised by its legal counsel,
Cadwalader, Wickersham & Taft, that in its opinion, under current federal income
tax law, each Partnership will be classified as a partnership and not as an     
association (or a publicly traded partnership) taxable as a corporation. No     
ruling has been requested from the Internal Revenue Service with respect to     
classification of each Partnership and the General Partner does not intend to   
request such a ruling.                                                          

                The opinion of counsel described above is based upon the
facts set forth herein, including that a principal activity of each Partnership 
consists of buying and selling commodities not held as inventory, or futures,   
options and forward contracts with respect to such commodities, and at least 90%
of the Partnership's gross income during each year consists of gains from such  
trading and interest income.                                                    

           Certain "publicly traded partnerships" are taxed as
corporations. While this treatment does not affect the Partnerships, new        
legislation governing the taxation of limited partnerships may be enacted at any
time, and may apply to the Partnerships retroactively. If a partnership were    
treated as an association (or a publicly traded partnership) taxable as a       
corporation, income or loss of such partnership would not be passed through to  
its partners, and such partnership would be subject to tax on its income without
deduction for any distributions to its partners, at the rates applicable to     
corporations. In addition, all or a portion of any distributions by such        
partnership to its partners could be taxable to the partners as dividends or    
capital gains.                                                                  

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PARTNERSHIP TAXATION                                                            

                    Partners, Rather than Partnership, Subject to Federal Income
Tax.          Each Partnership, as an entity, will not be subject to federal    
income tax. Except as provided below with respect to certain nonresident aliens,
each Limited Partner in computing his federal income tax liability for a taxable
year will be required to take into account his distributive share of all items  
of Partnership income, gain, loss, deduction, and credit for the taxable year of
the Partnership ending within or with the taxable year of such Partner,         
regardless of whether such Partner has received any distributions from the      
Partnership. The characterization of an item of profit or loss will usually be  
determined at the Partnership level.                                            

                   Organization and Syndication Expenses.          None of the
Partnerships nor any Partner thereof will be entitled to any deduction for      
syndication expenses (i.e., those amounts paid or incurred in connection with   
issuing and marketing Units).                                                   

                  Allocation of Partnership Profits and Losses.          For
federal income tax purposes, a Limited Partner's distributive share of items of 
Partnership income, gain, loss, deduction, and credit will be determined by each
Limited Partnership Agreement, annexed hereto as Exhibit A, unless an allocation
under such Agreement does not have "substantial economic effect," in which case 
the allocations are made in accordance with the Partners' interests in the      
Partnership. In general, each Limited Partnership Agreement allocates items of  
ordinary income and expense pro rata among the Partners based upon their        
respective capital accounts as of the end of the month in which such items are  
accrued. Net recognized capital gain or loss is generally allocated among all   
Partners based upon their respective capital accounts. However, net recognized  
capital gain or loss is allocated first to Partners who have redeemed Units in  
the Partnership during a taxable year to the extent of the difference between   
the amount received on the redemption and the allocation account as of the date 
of redemption attributable to the redeemed Units. Net recognized capital gain   
for each year is allocated next among all Partners whose capital accounts are in
excess of their Units' allocation accounts to the extent of such excess in the  
ratio that each such Partner's excess bears to all such Partners' excesses. Net 
recognized loss for each year is allocated next among all Partners whose Units' 
allocation accounts are in excess of their capital accounts to the extent of    
such excess in the ratio that each such Partner's excess bears to all such      
Partners' excesses.                                                             

                The special allocation of each Partnership's net gain or
loss upon a redemption of Units, which retains the same character as in the     
hands of each Partnership, may alter the character of a redeeming Limited       
Partner's income (by reducing the amount of long-term capital gain recognized   
upon receipt of redemption proceeds) and may accelerate the recognition of      
income by such Limited Partner.                                                 

                 These allocation provisions are designed to reconcile tax
allocations to economic allocations. However, no assurance can be given that the
Internal Revenue Service will not challenge such allocations (including each    
Partnership's tax allocations in respect of redeemed Units).                    

              If the allocation provided by each Limited Partnership
Agreement is not recognized by the Internal Revenue Service for federal income  
tax purposes, the amount of income or loss allocated to the Partners for federal
income tax purposes under such Limited Partnership Agreement may be increased or
reduced or the character of such income or loss may be modified.                

CASH DISTRIBUTIONS AND REDEMPTIONS                                              

                Because of the special allocation of Partnership gain or
loss upon a redemption of Units, the amounts received upon the partial or       
complete redemption of a Limited Partner's Units normally will not result in    
additional taxable income or loss to the Limited Partner. However, distributions
by a Partnership and amounts received upon the partial or complete redemption of
a Limited Partner's Units will be taxable to the Limited Partners to the extent 
cash distributions by a Partnership or amounts received upon redemption by a    
Limited Partner exceed such Partner's adjusted tax basis in his Units. Such     
excess will be taxable to him as though it were a gain from a sale of the Units.
A loss will be recognized upon a redemption of Units only if, following the     
redemption of all of a Limited Partner's Units, such Partner has any tax basis  
in his Units remaining. In such case, the Limited Partner will recognize loss to
the extent of such remaining basis. See "Redemptions." Generally, if a Limited  
Partner is not a "dealer" with respect to his interest in the Partnership and he
has held his interest in the Partnership for more than one year, such gain or   
loss would be long-term capital gain or loss.                                   

GAIN OR LOSS ON TRADING ACTIVITY                                                

                    Because each Partnership will purchase futures interests for
its own account and not for the account of others, because each Partnership will
not maintain an inventory of futures interests and because substantially        

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all of the expected return of any combination of each Partnership's futures     
interests positions will not be attributable to the time value of such          
Partnership's net investment in such positions, for federal income tax purposes 
substantially all of the profit and loss generated by each Partnership from its 
trading activities will be capital gain and loss, which in turn may be either   
short-term, long-term or a combination thereof. Gain or loss with respect to a  
"Section 1256 contract" is generally treated as short-term capital gain or loss 
to the extent of 40% of such gain or loss, and long-term capital gain or loss to
the extent of 60% of such gain or loss. For individual partners, long-term      
capital gains are taxed at a maximum marginal rate of 20%, and short-term       
capital gains are taxed at a maximum marginal rate of 39.6%. For corporate      
partners, all capital gains are taxed at a maximum marginal rate of 35%.        

               A "Section 1256 contract" includes a "regulated futures
contract," a "foreign currency contract," a "nonequity option," and a "dealer   
equity option." A "regulated futures contract" is a futures contract which is   
traded on or subject to the rules of a national securities exchange which is    
registered with the SEC, a domestic board of trade designated as a contract     
market by the CFTC, or any other board of trade, exchange or other market       
designated by the Secretary of the Treasury ("a qualified board or exchange"),  
and which is "marked-to-market" to determine the amount of margin which must be 
deposited or may be withdrawn. A "foreign currency contract" is a contract which
requires delivery of, or the settlement of which depends upon the value of, a   
foreign currency which is a currency in which positions are also traded through 
regulated futures contracts, which is traded in the interbank market, and which 
is entered into at arm's length at a price determined by reference to the price 
in the interbank market. (The Secretary of the Treasury is authorized to issue  
regulations excluding certain currency forward contracts from mark-to-market    
treatment.) A "nonequity option" means an option which is traded on a qualified 
board or exchange and the value of which is not determined directly or          
indirectly by reference to any stock (or group of stocks) or stock index, unless
(i) there is in effect a designation by the CFTC of a contract market for a     
contract based on such group of stocks or stock index or (ii) such option is a  
cash-settled option on a stock index that the SEC has determined to be "broad   
based." A "dealer equity option" means, with respect to an options dealer, any  
listed option which is an equity option, is purchased or granted by such options
dealer in the normal course of his activity of dealing in options, and is listed
on the qualified board or exchange on which such options dealer is registered.  
Each Section 1256 contract held at the end of a Partnership's taxable year will 
be treated as having been sold for its fair market value on the last day of such
taxable year, and gain or loss will be taken into account for such year. The    
Partnerships expect that a majority of their trading activities will be         
conducted in Section 1256 contracts; however, the Partnerships also expect that 
a portion of their trading activities will be conducted in contracts that do not
presently qualify as Section 1256 contracts ("non-Section 1256 contracts").     

                 Gain or loss with respect to foreign currency forward and
futures contracts that are not traded on U.S. exchanges or on certain foreign   
exchanges designated as "qualified boards or exchanges" by the Internal Revenue 
Service, ("foreign currency positions") is treated as capital gain or loss only 
if held by an electing "qualified fund." In general, a "qualified fund" is an   
electing partnership that: (1) has at least 20 unrelated partners (no one of    
which owns more than 20% of the capital or profits of the partnership); (2) has 
as a principal activity the buying and selling of options, futures, or forwards 
with respect to commodities; and (3) receives at least 90% of its gross income  
from interest, dividends, gains from the sale or disposition of capital assets  
held for the production of interest or dividends, and income and gain from      
futures, forward, and option contracts with respect to commodities. All such    
foreign currency positions held by a qualified fund are treated as "Section 1256
contracts" (i.e., marked-to-market at year end) and gain or loss with respect to
all such foreign currency positions is treated as 100% short-term gain or loss. 
Gain or loss with respect to "regulated futures contracts," "foreign currency   
contracts" and "nonequity options" is treated as 60% long-term gain or loss and 
40% short-term gain or loss. The General Partner has made a qualified fund      
election for the Partnerships.                                                  

                Subject to certain limitations, a Limited Partner, other
than a corporation, estate or trust, may elect to carry back net Section 1256   
contract losses to each of the three preceding years. Net Section 1256 contract 
losses carried back to prior years may only be used to offset net Section 1256  
contract gains. Generally, such losses are carried back as 40% short-term       
capital losses and 60% long-term capital losses. Capital assets not marked to   
market under Section 1256, such as non-currency forward contracts, are not      
subject to the 60/40 tax regime for Section 1256 contracts, and gain or loss on 
sale generally will be long-term only if such property has been held for more   
than one year.                                                                  

            During taxable years in which little or no profit is
generated from trading activities, a Limited Partner may still have interest    
income.                                                                         

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            The Partnerships may eventually engage in spread and
straddle trading (i.e., holding offsetting positions whereby the risk of loss   
from holding either or both position(s) is substantially diminished). Realized  
losses with respect to any position in a spread or straddle are taken into      
account for federal income tax purposes only to the extent that the losses      
exceed unrecognized gain (at the end of the taxable year) from offsetting       
positions, successor positions, or offsetting positions to the successor        
positions. Thus, spreads and straddles may not be used to defer gain from one   
taxable year to the next. For purposes of applying the above rules restricting  
the deductibility of losses with respect to offsetting positions, if a Partner  
takes into account gain or loss with respect to a position held by the          
Partnership, the Partner will be treated as holding the Partnership's position, 
except to the extent otherwise provided in regulations. Accordingly, positions  
held by a Partnership may limit the deductibility of realized losses sustained  
by a Limited Partner with respect to positions held for his own account, and    
positions held by a Limited Partner for his own account may limit his ability to
deduct realized losses sustained by a Partnership. Reporting requirements       
generally require taxpayers to disclose all unrecognized gains with respect to  
positions held at the end of the taxable year. The above principle, whereby a   
Limited Partner may be treated as holding Partnership positions, may also apply 
to require a Limited Partner to capitalize (rather than deduct) interest and    
carrying charges allocable to property held by him. A portion of the gain on a  
"conversion transaction," including spread and straddle trading, may be         
characterized as ordinary income where substantially all of the expected return 
is attributable to the time value of the net investment in the transaction.     

           Pursuant to current Proposed and Temporary Treasury
Regulations, the holding period of any position included in a straddle begins   
anew when the straddle is terminated unless the position was held for more than 
the long-term capital gain and loss holding period before the straddle was      
established. Further, the loss on any position included in a straddle will be   
treated as a long-term capital loss if, at the time the loss position was       
acquired, the taxpayer held offsetting positions with respect to such loss      
position that would give rise only to long-term capital loss if such offsetting 
positions were disposed of on the day the loss position was acquired.           

               Where the positions of a straddle are comprised of both
Section 1256 and non-Section 1256 contracts, a Partnership will be subject to   
the mixed straddle rules of the Code and the regulations promulgated thereunder.
The appropriate tax treatment of any gains and losses from trading in mixed     
straddles will depend on which of the following four alternatives a Partnership 
elects to pursue. A Partnership may elect to treat Section 1256 positions as    
non-Section 1256 positions, and the mixed straddle would be subject to the rules
governing non-Section 1256 straddles. Alternatively, a Partnership may identify 
the positions of a particular straddle as an "identified mixed straddle" under  
Section 1092(b)(2) of the Code and, thereby, net the capital gain or loss       
attributable to the offsetting positions. The net capital gain or loss is       
treated as 60% long-term and 40% short-term capital gain or loss if attributable
to the Section 1256 positions, or all short-term capital gain or loss if        
attributable to the non-Section 1256 positions. Alternatively, a Partnership may
place the positions in a "mixed straddle" account which is marked-to-market     
daily. Under a special account cap, not more than 50% of net capital gain may be
long-term capital gain, and not more than 40% of net capital loss may be        
short-term capital loss. If a Partnership does not make any of the              
aforementioned three elections, any net loss attributable to either the Section 
1256 or the non-Section 1256 positions will be treated as 60% long-term and 40% 
short-term capital loss, while any net gain will be treated as 60% long-term and
40% short-term capital gain, or all short-term capital gain, depending upon     
whether the net gain was attributable to Section 1256 positions or non-Section  
1256 positions.                                                                 

TAXATION OF LIMITED PARTNERS                                                    

   Limitations on Deductibility of Partnership
Losses.          The amount of Partnership loss, including capital loss, which a
Limited Partner will be entitled to take into account for federal income tax    
purposes is limited to the lesser of the tax basis of his Units or (in the case 
of certain Limited Partners, including individuals and closely-held C           
corporations) the amounts for which he is "at risk" with respect to such        
interest as of the end of the Partnership's taxable year in which such loss     
occurred.                                                                       

                    Generally, a Limited Partner's initial tax basis will be the
amount paid for each Unit. A Limited Partner's adjusted tax basis will be his   
initial tax basis reduced by the Limited Partner's share of Partnership         
distributions, losses and expenses and increased by his share of Partnership    
income, including gains. The amount for which a Limited Partner is "at risk"    
with respect to his interest in a Partnership is generally equal to his tax     
basis for such interest, less: (i) any amounts borrowed in connection with his  
acquisition of such interest for which he is not personally liable and for which
he has pledged no property other than his interest; (ii) any amounts borrowed   
from persons who have a proprietary interest in such Partnership; and (iii) any 
amounts borrowed for which the Limited Partner is protected against loss through
guarantees or similar arrangements.                                             

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                    Because of the limitations imposed upon the deductibility of
capital losses referred to below, a Limited Partner's share of a Partnership's  
net capital losses, if any, will not materially reduce his federal income tax on
his ordinary income. In addition, certain expenses of a Partnership might be    
deductible by a Partner only as so-called itemized deductions and, therefore,   
will not reduce the federal taxable income of a Partner who does not itemize his
deductions. Furthermore, an individual who is subject to the alternative minimum
tax for a taxable year will not realize any tax benefit from such itemized      
deductions.                                                                     

                   Limitations on Deductibility of Passive Losses.          In
general, losses from a passive activity ("passive losses") are disallowed to the
extent such losses exceed income from all passive activities ("passive income").
A passive activity is defined as a trade or business in which the taxpayer does 
not materially participate unless otherwise provided in Treasury Regulations.   

                    Proposed and Temporary Treasury Regulations provide that the
trading of personal property, such as commodities, will not be treated as a     
passive activity. Accordingly, a Limited Partner's distributive share of items  
of income, gain, deduction, or loss from a Partnership will not be treated as   
passive income or loss and Partnership gains allocable to Limited Partners will 
not be available to offset passive losses from sources outside such Partnership.
Partnership gains allocable to Limited Partners will, however, be available to  
offset losses with respect to "portfolio" investments, such as stocks and bonds.
Moreover, any Partnership losses allocable to Limited Partners will be available
to offset other income, regardless of source. Final Treasury Regulations may    
modify the Proposed and Temporary Regulations, and such regulations may be      
retroactive in effect.                                                          

               Limited Deduction of Certain Expenses.          Certain
miscellaneous itemized deductions, such as expenses incurred to maintain        
property held for investment, are deductible only to the extent that they exceed
2% of the adjusted gross income of an individual, trust or estate. The amount of
certain itemized deductions allowable to individuals is further reduced by an   
amount equal to the lesser of (i) 3% of the individual's adjusted gross income  
in excess of a certain threshold amount (for tax years beginning in 1998, this  
amount is $124,500 ($62,250 in the case of married individuals filing a separate
return)) and (ii) 80% of such itemized deductions. Moreover, such investment    
expenses are miscellaneous itemized deductions that are not deductible by a non-
corporate taxpayer in calculating its alternative minimum tax liability. Based  
upon the current and contemplated activities of the Partnerships, the General   
Partner has been advised by its legal counsel that, in such counsel's opinion,  
expenses incurred by the Partnerships in their futures interests trading        
businesses should not be subject to the 2% "floor" or the 3% phaseout, except to
the extent that the Internal Revenue Service promulgates regulations that so    
provide. However, such advice is not binding on a court or the Internal Revenue 
Service, and the Internal Revenue Service could assert, and a court could agree,
that such Partnership expenses (including incentive fees) are investment        
expenses which are subject to these limitations.                                

                  Tax on Capital Gains and Losses.          For individuals,
trusts and estates, "long-term capital gains" are currently taxed at a maximum  
marginal tax rate of 20%, and short-term capital gains and other income are     
taxed at a maximum marginal tax rate of 39.6%. Corporate taxpayers are currently
subject to a maximum marginal tax rate of 35% on all capital gains and income.  

          The excess of capital losses over capital gains is
deductible by an individual against ordinary income on a one-for-one basis,     
subject to an annual limitation of $3,000 ($1,500 in the case of married        
individuals filing a separate return). Excess capital losses may be carried     
forward.                                                                        

                 Net losses from Section 1256 contracts are treated as 60%
long-term capital loss and 40% short-term capital loss. Such losses may, at the 
individual taxpayer's election, be carried back to each of the preceding three  
years and applied against gains from Section 1256 contracts.                    

                    Alternative Minimum Tax.          An alternative minimum tax
may be imposed on Limited Partners, depending on their particular circumstances.
This tax, with respect to taxpayers other than corporations, will be assessed to
the extent that 26% of the first $175,000 ($87,500 for married individuals      
filing a separate return) of "alternative minimum taxable income" in excess of  
the exemption amount ($45,000 in the case of married taxpayers filing joint     
returns or a surviving spouse; $33,750 in the case of an unmarried taxpayer who 
is not a surviving spouse; or $22,500 in the case of a married individual filing
a separate return or an estate or trust) plus 28% of the balance of such excess 
exceeds the taxpayer's regular federal income tax liability (subject to special 
modification) for the year. The alternative minimum tax exemption is phased-out 
for individual taxpayers with alternative minimum taxable income in excess of   
$112,500 ($150,000 for married taxpayers filing a joint return and surviving    
spouses; $75,000 for married individuals filing separate returns, estates and   
trusts). "Alternative minimum taxable income" is equal to adjusted gross income 
computed without deducting                                                      

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normal net operating losses, less specified net operating losses, credits, trust
distributions and itemized deductions, and increased by certain tax preferences.
Long-term capital gains are taxed at a maximum rate of 20%. The limitation on   
the long-term capital gains rate does not give rise to an adjustment or increase
in "alternative minimum taxable income." Therefore, transactions in Section 1256
contracts should not directly affect the application of the alternative minimum 
tax. The extent, if any, to which the alternative minimum tax will be imposed   
will depend on the overall tax situation of each Limited Partner at the end of  
each such taxable year.                                                         

             Limitation on Deductibility of Interest on Investment
Indebtedness.          Interest paid or accrued on indebtedness properly        
allocable to property held for investment is investment interest. Such interest 
is generally deductible by non-corporate taxpayers only to the extent it does   
not exceed net investment income. A Limited Partner's distributive share of net 
Partnership income and any gain from the disposition of Units will be treated as
investment income, except that a Limited Partner's net capital gain from the    
disposition of Units is not investment income unless the Limited Partner waives 
the benefit of the preferential tax rate on such gain. It is not clear whether a
Limited Partner's distributive share of Partnership net capital gain constitutes
investment income where such gain is taxed at the maximum rate for capital      
gains. Interest expense incurred by a Limited Partner to acquire his Units      
generally will be investment interest. Any investment interest disallowed as a  
deduction in a taxable year solely by reason of the limitation above is treated 
as investment interest paid or accrued in the succeeding taxable year.          

                Taxation of Foreign Limited Partners.          A Limited
Partner who is a non-resident alien individual, foreign corporation, foreign    
partnership, foreign trust or foreign estate (a "Foreign Limited Partner")      
generally is not subject to taxation by the United States on United States      
source capital gains from commodity trading for a taxable year, provided that   
such Foreign Limited Partner does not have certain present or former connections
with the United States (e.g., if the Foreign Limited Partner (in the case of an 
individual) does not spend more than 182 days in the United States during his   
taxable year (or, in certain limited circumstances, a prior taxable year) or if 
the Foreign Limited Partner is not engaged in a trade or business within the    
United States during the taxable year or, in certain limited circumstances, a   
prior taxable year to which income, gain, or loss from a Partnership is treated 
as effectively connected).                                                      

                    Pursuant to a "safe harbor" provision of the Code, a Foreign
Limited Partner would not be engaged in a trade or business within the United   
States solely because such Foreign Limited Partner is a partner of a partnership
which effects transactions in the United States in commodities for the          
partnership's own account, as long as neither the foreign limited partner nor   
the partnership is a dealer in commodities and as long as the partnership only  
trades commodities which are of a kind customarily dealt in on an organized     
commodity exchange in transactions of a kind customarily consummated on such an 
exchange. The Partnerships have been advised by the General Partner's counsel   
that, in such counsel's opinion, each Partnership's commodities transactions    
should satisfy the safe harbor, and that owning an interest in a Partnership    
should not, in such counsel's opinion, by itself, cause a Foreign Limited       
Partner that is not a dealer in commodities to be engaged in a trade or business
within the United States. In the event that future Partnership transactions are 
not covered by the safe harbor, there is a risk that all of a Foreign Limited   
Partner's distributive share of income of a Partnership would be treated as     
effectively connected with the conduct of a trade or business in the United     
States and taxed at regular rates (discussed previously) and, in the case of a  
Foreign Limited Partner which is a foreign corporation, an additional 30% branch
profits tax (unless reduced or eliminated by treaty).                           

                   If a Foreign Limited Partner is a dealer in commodities, or
is otherwise engaged in a U.S. trade or business and if income, gain or loss    
from a Partnership is treated as effectively connected with such trade or       
business, such Partnership may be required to withhold tax on income allocable  
to such Foreign Limited Partner and remit to the Internal Revenue Service an    
amount equal to 39.6% (35% for corporations) of the amount of such effectively  
connected taxable income allocable to such Foreign Limited Partner. Any amounts 
remitted will constitute a refundable credit against the Foreign Limited        
Partner's United States federal income tax liability, which can be claimed on   
the Foreign Limited Partner's United States federal income tax return. Foreign  
Limited Partners that are corporations and derive effectively connected income  
from the Partnerships may also be required to pay a branch profits tax at a 30% 
rate unless reduced by an applicable tax treaty.                                

                  A foreign person generally is subject to a 30% withholding
tax (unless reduced or exempted by treaty) on certain types of United States    
source income that are not effectively connected with the conduct of a United   
States trade or business, such as certain interest-bearing obligations, the     
income attributable to which is not exempt from tax. This tax must be withheld  
by the person having control over the payment of such income. Accordingly, a    
Partnership may be required to withhold tax on items of such income which are   
included in the                                                                 

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distributive share (whether or not actually distributed) of a Foreign Limited   
Partner. However, 30% withholding is not required in respect of certain interest
bearing obligations, such as "portfolio interest" obligations issued after July 
18, 1984 (if procedural requirements are complied with). If a Partnership is    
required to withhold tax on such income of a Foreign Limited Partner, the       
General Partner may pay such tax out of its own funds and then be reimbursed out
of the proceeds of any distribution to or redemption of Units by the Foreign    
Limited Partner.                                                                

               The estate of a deceased Foreign Limited Partner may be
liable for U.S. estate tax and may be required to obtain an estate tax release  
from the Internal Revenue Service in order to transfer the Units of such Foreign
Limited Partner.                                                                

                    FOREIGN PERSONS SHOULD CONSULT THEIR OWN TAX ADVISERS BEFORE
DECIDING WHETHER TO INVEST IN THE PARTNERSHIPS.                                 

              Tax Elections.          The Code provides for optional
adjustments to the basis of Partnership property upon distributions of          
Partnership property to a Partner (Section 734) and transfers of Units,         
including transfers by reason of death (Section 743), provided that a           
Partnership election has been made pursuant to Section 754. As a result of the  
complexities and added expense of the tax accounting required to implement such 
an election, the General Partner does not presently intend to make such an      
election. Therefore, any benefits which might be available to the Partners by   
reason of such an election will be foreclosed.                                  

                   Tax Returns and Information.          The Partnerships will
file their information returns using the accrual method of accounting. Within 75
days after the close of each Partnership's taxable year, the Partnership will   
furnish each Limited Partner (and any assignee of the Unit of any Limited       
Partner) copies of (i) the Partnership's Schedule K-1 indicating the Limited    
Partner's distributive share of tax items and (ii) such additional information  
as is reasonably necessary to permit the Limited Partners to prepare their own  
federal and state tax returns.                                                  

                   Partnership's Tax Accounting.          Each Partnership has
the calendar year as its taxable year.                                          

                  Unrelated Business Taxable Income of Employee Benefit Plan
Limited Partners and Other Tax-Exempt Investors.          Income allocated to a 
Limited Partner which is an employee benefit plan or other tax-exempt entity    
should not be subject to tax under Section 511 of the Code, provided that the   
Units purchased by such plans and entities are not "debt-financed." Such        
investors should see "Purchases by Employee Benefit Plans--ERISA                
Considerations."                                                                

TAX AUDITS                                                                      

                  All Partners are required under the Code to report all the
Partnership items on their own returns consistently with the treatment by a     
Partnership, unless they file a statement with the Internal Revenue Service     
disclosing the inconsistencies. Adjustments in tax liability with respect to    
Partnership items will be made at the Partnership level. The General Partner    
will represent each Partnership during any audit and in any dispute with the    
Internal Revenue Service. Each Limited Partner will be informed by the General  
Partner of the commencement of an audit of a Partnership. In general, the       
General Partner may enter into a settlement agreement with the Internal Revenue 
Service on behalf of, and binding upon, certain Limited Partners (i.e., Limited 
Partners owning less than a 1% profits interest if the Partnership has more than
100 Partners). However, prior to settlement, a Limited Partner may file a       
statement with the Internal Revenue Service stating that the General Partner    
does not have the authority to settle on behalf of such Limited Partner.        

                    The period for assessing a deficiency against a partner in a
partnership, such as any of the Partnerships, with respect to a partnership item
is the later of three years after such partnership files its return or, if the  
name and address of the partner does not appear on such partnership return, one 
year after the Internal Revenue Service is furnished with the name and address  
of the partner. In addition, the General Partner may consent on behalf of each  
Partnership to the extension of the period for assessing a deficiency with      
respect to a Partnership item. As a result, a Limited Partner's federal income  
tax return may be subject to examination and adjustment by the Internal Revenue 
Service for a Partnership item more than three years after it has been filed.   

--------------------------------------------------------------------------------

                   All of the foregoing statements are based upon the existing
provisions of the Code and the regulations promulgated thereunder and the       
existing administrative and judicial interpretations thereof. It is emphasized  
that no assurance can be given that legislative, administrative or judicial     
changes will not occur which will modify such statements.                       

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                 The foregoing statements are not intended as a substitute
for careful tax planning, particularly since certain of the federal income tax  
consequences of purchasing an interest in the Partnerships may not be the same  
for all taxpayers. There can be no assurance that the Partnerships' tax returns 
will not be audited by the Internal Revenue Service or that no adjustments to   
the returns will be made as a result of such audits. If an audit results in     
adjustment, Limited Partners may be required to file amended returns and their  
returns may be audited. Accordingly, prospective purchasers of an interest in   
the Partnerships are urged to consult their tax advisers with specific reference
to their own tax situation under federal law and the provisions of applicable   
state, local and foreign laws before subscribing for Units.                     

STATE AND LOCAL INCOME TAX ASPECTS

              In addition to the federal income tax consequences for
individuals described under "Material Federal Income Tax Considerations" above, 
the Partnerships and their Limited Partners may be subject to various state and 
local taxes. Certain of such taxes could, if applicable, have a significant     
effect on the amount of tax payable in respect of an investment in the          
Partnerships. A Limited Partner's distributive share of the realized profits of 
a Partnership may be required to be included in determining his reportable      
income for state or local tax purposes. Furthermore, state and local tax laws   
may not reflect recent changes made to the federal income tax law and hence may 
be inconsistent with the federal income treatment of gains and losses arising   
from the Partnerships' transactions in Section 1256 contracts. Accordingly,     
prospective Limited Partners should consult with their own tax advisers         
concerning the applicability of state and local taxes to an investment in the   
Partnerships.                                                                   

                  The General Partner has been advised by its legal counsel,
Cadwalader, Wickersham & Taft, that in such counsel's opinion, the Partnerships 
should not be liable for New York City unincorporated business tax. Limited     
Partners who are nonresidents of New York State will not be liable for New York 
State personal income tax on such Partners' income from the Partnerships, but   
may be liable for such tax to the extent such Limited Partners' allocable share 
of income attributable to the Partnerships' transactions involves tangible      
personal property. Likewise, Limited Partners who are nonresidents of New York  
City will not be liable for New York City earnings tax on such Partners' income 
from the Partnerships. New York City residents may be subject to New York City  
personal income tax on such Partners' income from the Partnerships. No ruling   
from the New York State Department of Taxation and Finance or the New York City 
Department of Finance has been, or will be, requested regarding such matters.   

POTENTIAL ADVANTAGES

                    An investment in a Partnership is speculative and involves a
high degree of risk. See "Risk Factors." The General Partner and DWR believe    
that managed futures investments (such as a Partnership) provide investors with 
the potential for long-term capital appreciation (with commensurate risk) and   
are appropriate only for the aggressive growth portion of an investor's         
comprehensive financial plan. See "Risk Factors." However, such an investment   
offers the following potential advantages.                                      

INVESTMENT DIVERSIFICATION                                                      

             An investor who is not prepared to make a significant
investment or spend substantial time trading various futures interests          
nevertheless may participate in these markets through an investment in a        
Partnership, thereby obtaining diversification from investments in stocks,      
bonds, and real estate. The General Partner believes, on the basis of past      
experience, that the profit potential of a Partnership does not depend upon     
favorable general economic conditions, and that a Partnership is as likely to be
profitable during periods of declining stock, bond, and real estate markets as  
at any other time; conversely, a Partnership may be unprofitable (as well as    
profitable) during periods of generally favorable economic conditions.          

            Managed futures investments can serve to diversify a
portfolio and smooth overall portfolio volatility. Modern Portfolio Theory      
("MPT") is the academic affirmation of the value of diversification. MPT was    
developed in the 1950s by Nobel Laureates William Sharpe and Harold Markowitz.  
These two pioneers developed a framework for efficiently diversifying assets    
within a portfolio. They suggested that investing in any asset class with       
positive returns and low correlation to other assets improves the overall       
risk/reward characteristics of the entire portfolio. In 1983, Dr. John H.       
Lintner of Harvard University focused on the concepts of MPT in a               
ground-breaking study about portfolio diversification. The results of Lintner's 
work demonstrated that by including a variety of assets, such as commodities, in
a hypothetical portfolio an investor may lower the portfolio's overall          
volatility or risk.                                                             

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               The Partnerships' combined benefits of growth potential
(with commensurate risk) and diversification can potentially reduce overall     
portfolio volatility while increasing profits. By combining asset classes,      
investors strive to create a portfolio mix that provides the potential to offer 
the greatest possible return within acceptable levels of volatility. Thus, while
past performance is no guarantee of future results, managed futures investments,
such as the Partnerships, may profit (with commensurate risk) from futures      
interests market moves, with the potential to enhance an investor's overall     
portfolio.                                                                      

                   Each Money Manager's speculative trading techniques will be
the primary factor in a Partnership's success or failure. Investors should note 
that there are always two parties to a futures or forward contract;             
consequently, for any gain achieved by one party on a contract, a corresponding 
loss is suffered by the other. Therefore, due to the nature of futures and      
forward trading, only 50% of futures and forward contracts held by all market   
participants can experience gain at any one time, without reference to brokerage
commissions and other costs of trading, which may reduce or eliminate any gain  
that would otherwise be achieved.                                               

                The table below is an empirical example of how different
assets can react to business cycles. In each case, the asset class is           
represented by a recognized industry index for that asset.                      

ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME 

                                                                [Download Table]

                       U.S. TREASURY                                       
                       BONDS (LEHMAN                                       
                        BROTHERS                             MANAGED       
         STOCKS         TREASURY          INT'L STOCKS     FUTURES (BARCLAY
         (S&P 500)     BOND INDEX)        (EAFE INDEX)     CTA INDEX)      
         ---------     --------------     ------------     ----------------
                                                                           
            %              %                  %                 %          
1981        -5.0             1.14              -1.0               23.9     
1982        21.6            41.11              -0.9               16.7     
1983        22.5             1.80              24.6               23.8     
1984         6.2            14.68               7.9                8.7     
1985        31.7            32.01              56.7               25.5     
1986        18.6            24.15              70.0                3.8     
1987         5.2            -2.66              24.9               57.3     
1988        16.5             9.14              28.6               21.8     
1989        31.6            18.89              10.8                1.8     
1990        -3.1             4.56             -23.2               21.0     
1991        30.4            17.85              12.5                3.7     
1992         7.6             7.83             -11.8               -0.9     
1993        10.1            16.37              32.9               10.4     
1994         1.3            -6.92               8.1               -0.7     
1995        37.5            30.70              11.5               13.7     
1996        23.0            -0.41               6.4                9.2     
1997        33.4            14.87               2.1               10.2     

Notes to "Annual Returns of Various Asset Classes Over Time" Table:             

                    The S&P 500 Index and EAFE Index performance data for stocks
and international stocks, respectively, are provided by Thomson Investment      
Software, Rockville, MD. The Lehman Brothers Treasury Bond Index and the Barclay
CTA Index performance data for U.S. Treasury bonds and managed futures,         
respectively, are provided by the Barclay Trading Group Ltd., Fairfield, IA.    
Performance of any of these indices (which, by definition, are averages of many 
individual investments) may not be representative of any specific investment    
within that index's asset class.                                                

                   THE PERFORMANCE INFORMATION OF THE ASSET CLASSES ABOVE DOES
NOT REFLECT THE EFFECT OF FEES IDENTICAL TO THOSE TO BE PAID BY THE             
PARTNERSHIPS, INCLUDING MANAGEMENT, INCENTIVE, AND BROKERAGE FEES. PAST         
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. NOTE THAT WHILE THE BARCLAY CTA  
INDEX REFLECTS RESULTS NET OF ACTUAL FEES AND EXPENSES, IT INCLUDES ACCOUNTS    
WITH TRADING ADVISORS AND FEE STRUCTURES THAT DIFFER FROM PUBLIC MANAGED FUTURES
FUNDS (SUCH AS THE PARTNERSHIPS). ALSO, THE                                     

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PARTNERSHIPS' TRADING STRATEGIES MAY BE DIFFERENT FROM THE TRADING STRATEGIES   
EMPLOYED BY THE TRADING ADVISORS INCLUDED IN THE BARCLAY CTA INDEX. ACCORDINGLY,
WHILE THE BARCLAY CTA INDEX IS BELIEVED TO BE REPRESENTATIVE OF MANAGED FUTURES 
IN GENERAL, THE PERFORMANCE OF PUBLIC MANAGED FUTURES FUNDS AS A SUBCLASS, OR   
INDIVIDUALLY (IN PARTICULAR THE PARTNERSHIPS), MAY DIFFER.                      

--------------------------------------------------------------------------------

                Over time, managed futures investments have demonstrated
that they have the potential to perform independently of traditional markets    
such as stocks and bonds. The factors that influence the stock and bond markets 
can affect the futures markets in different ways and to varying degrees. In this
connection, an article in the June 8, 1998 issue of BUSINESS WEEK, "Commodities 
Are Cheap--Time to Leap?" discusses the risks and potential rewards of investing
in managed futures funds, noting the low correlation of their performance to    
stocks and bonds.                                                               

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                  The following chart illustrates the performance of managed
futures against that of stocks from 1982 through 1997, using the recognized     
market indices of each asset.                                                   

Managed Futures vs. Stocks

12-month holding periods                                    

S&P 500 Index    BARCLAY'S CTA INDEX      
12/81                  -4.93%                 23.90%                    
1/82                  -2.05%                 19.68%                   
2/82                  -9.17%                 22.38%                   
3/82                 -13.10%                 36.81%                   
4/82                  -7.44%                 34.16%                   
5/82                 -10.76%                 33.64%                   
6/82                 -11.57%                 22.58%                   
7/82                 -13.25%                 14.52%                   
8/82                   3.33%                 15.91%                   
9/82                   9.96%                 30.14%                   
10/82                  16.32%                 29.02%                    
11/82                  16.21%                 14.97%                    
12/82                  21.45%                 16.68%                    
1/83                  27.61%                 35.84%                   
2/83                  38.28%                 19.89%                   
3/83                  44.12%                 13.97%                   
4/83                  48.81%                 13.88%                   
5/83                  52.66%                 21.23%                   
6/83                  61.03%                  3.85%                   
7/83                  59.06%                 17.83%                   
8/83                  43.89%                 23.21%                   
9/83                  44.04%                 12.85%                   
10/83                  27.76%                 18.58%                    
11/83                  25.43%                 19.50%                    
12/83                  22.47%                 23.75%                    
1/84                  17.39%                  6.22%                   
2/84                  10.74%                 15.67%                   
3/84                   8.71%                 15.59%                   
4/84                   1.66%                 13.59%                   
5/84                  -3.16%                  7.70%                   
6/84                  -4.84%                  6.16%                   
7/84                  -3.08%                 24.90%                   
8/84                   5.99%                  5.36%                   
9/84                   4.63%                  9.35%                   
10/84                   6.22%                  2.87%                    
11/84                   2.89%                  4.15%                    
12/84                   6.10%                  8.74%                    
1/85                  15.06%                  9.78%                   
2/85                  20.67%                 16.02%                   
3/85                  18.65%                 12.57%                   
4/85                  17.48%                 13.21%                   
5/85                  31.66%                 10.18%                   
6/85                  31.02%                 16.27%                   
7/85                  32.48%                  9.21%                   
8/85                  18.28%                 16.78%                   
9/85                  14.61%                  3.67%                   
10/85                  19.40%                 15.37%                    
11/85                  29.06%                 24.49%                    
12/85                  31.83%                 25.50%                    
1/86                  22.90%                 24.64%                   
2/86                  30.55%                 35.92%                   
3/86                  37.73%                 45.10%                   
4/86                  36.35%                 38.81%                   
5/86                  35.70%                 31.60%                   
6/86                  35.84%                 36.26%                   
7/86                  28.36%                 23.46%                   
8/86                  39.11%                 31.90%                   
9/86                  31.64%                 34.95%                   
10/86                  33.15%                 21.01%                    
11/86                  27.55%                 13.05%                    
12/86                  18.54%                  3.82%                    
1/87                  33.88%                 12.63%                   
2/87                  29.39%                 -0.72%                   
3/87                  26.08%                 -2.84%                   
4/87                  26.34%                 26.48%                   
5/87                  20.94%                 29.26%                   
6/87                  24.86%                 26.93%                   
7/87                  39.02%                 28.75%                   
8/87                  34.23%                 20.42%                   
9/87                  43.16%                 28.42%                   
10/87                   6.22%                 34.78%                    
11/87                  -4.78%                 49.66%                    
12/87                   5.20%                 57.27%                    
1/88                  -3.33%                 39.63%                   
2/88                  -2.77%                 39.76%                   
3/88                  -8.35%                 30.57%                   
4/88                  -6.41%                  2.74%                   
5/88                  -6.59%                 13.99%                   
6/88                  -6.95%                 50.09%                   
7/88                 -11.73%                 31.52%                   
8/88                 -17.94%                 34.50%                   
9/88                 -12.49%                 34.61%                   
10/88                  14.71%                 36.00%                    
11/88                  22.96%                 28.51%                    
12/88                  16.33%                 21.76%                    
1/89                  19.79%                 25.93%                   
2/89                  11.65%                 20.71%                   
3/89                  17.87%                 29.56%                   
4/89                  22.64%                 31.52%                   
5/89                  26.54%                 35.10%                   
6/89                  20.37%                  7.40%                   
7/89                  31.72%                 15.00%                   
8/89                  39.10%                  7.71%                   
9/89                  32.83%                  3.61%                   
10/89                  26.12%                 -3.91%                    
11/89                  30.61%                 -4.21%                    
12/89                  31.37%                  1.80%                    
1/90                  14.25%                  1.86%                   
2/90                  18.59%                  6.36%                   
3/90                  18.94%                  5.71%                   
4/90                  10.24%                 13.34%                   
5/90                  16.29%                 -4.29%                   
6/90                  16.18%                 -4.34%                   
7/90                   6.27%                  2.83%                   
8/90                  -5.11%                 16.50%                   
9/90                  -9.30%                 23.49%                   
10/90                  -7.44%                 32.87%                    
11/90                  -3.44%                 29.27%                    
12/90                  -3.07%                 21.02%                    
1/91                   8.45%                 13.35%                   
2/91                  14.78%                 11.53%                   
3/91                  14.56%                 12.89%                   
4/91                  17.73%                  5.95%                   
5/91                  11.92%                 10.30%                   
6/91                   7.53%                 11.85%                   
7/91                  12.92%                  2.34%                   
8/91                  26.95%                 -5.91%                   
9/91                  31.09%                 -5.97%                   
10/91                  33.32%                 -7.88%                    
11/91                  20.28%                 -7.21%                    
12/91                  30.34%                  3.73%                    
1/92                  22.61%                  4.13%                   
2/92                  15.96%                  2.26%                   
3/92                  10.99%                 -3.71%                   
4/92                  13.97%                 -2.64%                   
5/92                   9.81%                 -1.77%                   
6/92                  13.26%                 -0.07%                   
7/92                  12.61%                  7.86%                   
8/92                   7.77%                 12.50%                   
9/92                  10.94%                  7.76%                   
10/92                   9.96%                  8.96%                    
11/92                  18.44%                  9.97%                    
12/92                   7.71%                 -0.91%                    
1/93                  10.55%                  1.91%                   
2/93                  10.66%                 10.36%                   
3/93                  15.18%                 11.84%                   
4/93                   9.25%                 16.34%                   
5/93                  11.65%                 17.93%                   
6/93                  13.69%                 14.02%                   
7/93                   8.78%                 13.36%                   
8/93                  15.34%                  7.37%                   
9/93                  13.06%                  8.20%                   
10/93                  14.97%                  7.37%                    
11/93                  10.07%                  6.26%                    
12/93                   9.97%                 10.37%                    
1/94                  12.80%                  8.69%                   
2/94                   8.23%                  1.57%                   
3/94                   1.45%                  4.16%                   
4/94                   5.29%                 -0.86%                   
5/94                   4.26%                  1.27%                   
6/94                   1.46%                  2.79%                   
7/94                   5.22%                 -1.92%                   
8/94                   5.53%                 -1.92%                   
9/94                   3.72%                  0.59%                   
10/94                   3.82%                  1.25%                    
11/94                   1.09%                  2.80%                    
12/94                   1.39%                 -0.65%                    
1/95                   0.61%                  0.90%                   
2/95                   7.44%                  5.85%                   
3/95                  15.63%                 10.41%                   
4/95                  17.46%                 13.71%                   
5/95                  20.24%                 11.20%                   
6/95                  26.03%                  7.09%                   
7/95                  26.03%                  6.88%                   
8/95                  21.42%                 12.88%                   
9/95                  29.76%                 10.86%                   
10/95                  26.47%                 10.74%                    
11/95                  36.97%                 10.05%                    
12/95                  37.51%                 13.64%                    
1/96                  38.58%                 18.77%                   
2/96                  34.71%                  9.38%                   
3/96                  32.10%                  3.39%                   
4/96                  30.17%                  8.28%                   
5/96                  28.42%                  5.62%                   
6/96                  26.03%                  6.63%                   
7/96                  16.53%                  6.19%                   
8/96                  18.74%                  2.92%                   
9/96                  20.33%                  5.35%                   
10/96                  24.07%                 11.17%                    
11/96                  27.88%                 13.84%                    
12/96                  22.98%                  9.12%                    
1/97                  26.19%                 10.42%                   
2/97                  26.07%                 20.00%                   
3/97                  19.70%                 18.59%                   
4/97                  25.01%                 10.37%                   
5/97                  29.40%                 12.94%                   
6/97                  34.68%                 13.43%                   
7/97                  52.15%                 21.88%                   
8/97                  40.68%                 17.97%                   
9/97                  40.55%                 16.58%                   
10/97                  32.21%                  8.74%                    
11/97                  28.64%                  6.59%                    
12/97                  33.50%                 10.89%                    
1/98                  27.09%                  7.41%                   
2/98                  35.15%                  2.76%                   
3/98                  48.12%                  3.97%                   

Notes to "Managed Futures vs. Stocks" Table:                                    

            Stocks are represented by the S&P 500 Index, Thomson
Investment Software, Rockville, MD; managed futures are represented by the      
Barclay CTA Index, Barclay Trading Group Ltd., Fairfield, IA. Each bar          
represents the asset class performance derived from successive 12-month         
hypothetical holding periods or windows. (A 12-month holding period is defined  
as a period of 12 consecutive months, i.e., from January 1989 to December 1989; 
the next would be from February 1989 to January 1990, etc.) Performance of any  
of these indices (which, by definition, are averages of many individual         
investments) may not be representative of any specific investment within that   
index's asset class.                                                            

              By overlaying returns, investors can see the potential
benefits of a diversified portfolio that includes both traditional asset classes
as well as assets that are non-traditional and non-correlated. There are many   
times when both the managed futures and stock indices showed positive           
performance. Obviously, though, there is no investment that only appreciates.   
There are 18 periods when managed futures showed negative returns, while stocks 
experienced 26 periods of negative returns during the studied time frame. While 
not a guarantee of future results, this chart provides clear indication of the  
non-correlated aspect of managed futures. This non-correlation enables investors
with managed futures to potentially lower the overall volatility of their       
portfolios.                                                                     

                   THE PERFORMANCE INFORMATION OF THE ASSET CLASSES ABOVE DOES
NOT REFLECT THE EFFECT OF FEES IDENTICAL TO THOSE TO BE PAID BY THE             
PARTNERSHIPS, INCLUDING MANAGEMENT, INCENTIVE, AND BROKERAGE FEES. PAST         
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. NOTE THAT WHILE THE BARCLAY CTA  
INDEX REFLECTS RESULTS NET OF ACTUAL FEES AND EXPENSES, IT INCLUDES ACCOUNTS    
WITH TRADING ADVISORS AND FEE STRUCTURES THAT DIFFER FROM PUBLIC MANAGED FUTURES
FUNDS (SUCH AS THE PARTNERSHIPS). ALSO, THE PARTNERSHIPS' TRADING STRATEGIES MAY
BE DIFFERENT FROM THE TRADING STRATEGIES EMPLOYED BY THE TRADING ADVISORS       
INCLUDED IN THE BARCLAY CTA INDEX. ACCORDINGLY, WHILE THE BARCLAY CTA INDEX IS  
BELIEVED TO BE REPRESENTATIVE OF MANAGED FUTURES IN GENERAL, THE PERFORMANCE OF 
PUBLIC MANAGED FUTURES FUNDS AS A SUBCLASS, OR INDIVIDUALLY (IN PARTICULAR, THE 
PARTNERSHIPS), MAY DIFFER.                                                      

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       The following chart illustrates the risk/return
characteristics of a portfolio consisting of different combinations of domestic 
stocks, corporate bonds, international equities and/or managed futures, based on
the performance of recognized market indices of each asset over the period      
January 1981 - March 1998.                                                      

Improved Portfolio Efficiency 

Portfolio Efficiency Slide                          
                              Risk (VolatilityMonthly Return

                                                                [Download Table]
                                                            
100% Stocks                                   4.173%  1.395%
100% Bonds                                    2.706%  1.025%
100% Int'l Eqs.                               5.057%  1.219%
100% Mgd. Futures                             5.188%  1.209%
50%stocks/50%Bonds                            2.920%  1.210%
50%stocks/30%Bonds/10%Int'l Eqs./10%Mgd. Fut. 2.860%  1.248%

Notes to "Improved Portfolio Efficiency" Table:                                 

                    Stocks are represented by the S&P 500 Index, corporate bonds
are represented by the Salomon Corporate Bond Index, and international equities 
are represented by the EAFE Index, each provided by Thomson Investment Software,
Rockville, MD; managed futures are represented by the Barclay CTA Index,        
provided by the Barclay Trading Group Ltd., Fairfield, IA. Performance of any of
these indices (which, by definition, are averages of many individual            
investments) may not be representative of any specific investment within that   
index's asset class.                                                            

                   THE PERFORMANCE INFORMATION OF THE ASSET CLASSES ABOVE DOES
NOT REFLECT THE EFFECT OF FEES IDENTICAL TO THOSE TO BE PAID BY THE             
PARTNERSHIPS, INCLUDING MANAGEMENT, INCENTIVE, AND BROKERAGE FEES. PAST         
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. NOTE THAT WHILE THE BARCLAY CTA  
INDEX REFLECTS RESULTS NET OF ACTUAL FEES AND EXPENSES, IT INCLUDES ACCOUNTS    
WITH TRADING ADVISORS AND FEE STRUCTURES THAT DIFFER FROM PUBLIC MANAGED FUTURES
FUNDS (SUCH AS THE PARTNERSHIPS). ALSO, THE PARTNERSHIPS' TRADING STRATEGIES MAY
BE DIFFERENT FROM THE TRADING STRATEGIES EMPLOYED BY THE TRADING ADVISORS       
INCLUDED IN THE BARCLAY CTA INDEX. ACCORDINGLY, WHILE THE BARCLAY CTA INDEX IS  
BELIEVED TO BE REPRESENTATIVE OF MANAGED FUTURES IN GENERAL, THE PERFORMANCE OF 
PUBLIC MANAGED FUTURES FUNDS AS A SUBCLASS, OR INDIVIDUALLY (IN PARTICULAR, THE 
PARTNERSHIPS), MAY DIFFER.                                                      

FUTURES INTERESTS TRADED                                                        

               Each Partnership normally trades a portfolio of diverse
futures interests, but may trade a greater or lesser number of futures interests
from time to time. Each Limited Partner will obtain greater diversification in  
futures interests traded than would be possible trading individually, unless    
substantially more than the minimum investment described herein were committed  
to the futures interests markets.                                               

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EXCHANGE PRIVILEGE                                                              

                Subject to certain minimum investment requirements, each
calendar month a Limited Partner may shift his investment among the Partnerships
(a "Series Exchange"). See "Exchange Privilege." This permits a Limited Partner 
to select one or more Partnerships which best suit his investment needs and     
objectives, which may change from time to time. A Limited Partner is not        
required to pay any redemption charges in connection with a Series Exchange.    

DIVERSIFIED PROFESSIONAL TRADING MANAGEMENT                                     

                Trading decisions for each Partnership will be made by a
Money Manager retained by the General Partner. See "The Trading Advisors." The  
trading approaches employed on behalf of each Partnership by its Money Manager  
are not available for investments as small as the required minimum investment in
each Partnership. A Limited Partner can diversify his professional trading      
management by dividing his investment among one or more of the Partnerships. For
example, an investor owning Units of all three Partnerships would have the      
benefit of having his investment managed by three different Money Managers.     

LIMITED LIABILITY                                                               

            Unlike an individual who invests directly in futures
interests, an investor in a Partnership cannot be individually subject to margin
calls and cannot lose more than the amount of his unredeemed capital            
contribution, his share of undistributed profits, if any, and, under certain    
circumstances, any distributions and amounts received upon redemption, or deemed
received on an Exchange of Units, and interest thereon. See "The Futures,       
Options and Forwards Markets," "Redemptions" and "The Limited Partnership       
Agreements--Nature of the Partnerships."                                        

INTEREST INCOME                                                                 

                   Many commodity brokers permit accounts above a certain size
to deposit margin for futures interests in the form of interest-bearing         
obligations, such as U.S. Treasury bills, rather than cash, thus enabling the   
account to earn interest on funds being used for futures trading, or such       
brokers pay interest at U.S. Treasury bill rates on a portion of the cash       
deposited in the account. Each Partnership deposits its assets in separate      
commodity trading accounts with the Commodity Brokers. DWR will credit each     
Partnership with interest income at month-end at the rate earned by DWR on its  
U.S. Treasury bills investments with customer segregated funds as if 100% of    
each Partnership's average daily funds (including cash and securities) held in  
such Partnership's account with DWR during the month were invested in U.S.      
Treasury bills at such rate. In addition, DWR will credit each Partnership with 
100% of the interest income DWR receives from CFI with respect to such          
Partnership's assets deposited as margin with CFI. It is anticipated that       
approximately 80% of each Partnership's average daily funds maintained in       
trading accounts will be on deposit with DWR and that approximately 20% of each 
Partnership's average daily funds maintained in trading accounts will be on     
deposit with CFI, although such percentages will vary from time to time.        
Generally, an individual trader would not receive any interest on the funds in  
his commodity account unless he committed substantially more than the minimum   
investment required for the Partnerships. While the Partnerships are credited   
with interest by DWR on the respective percentage of their assets deposited as  
margin as described above, the form of margin posted, whether cash or           
interest-bearing obligations (such as U.S. Treasury bills), does not reduce the 
risks inherent in the trading of futures interests. See "Risk Factors" and      
"Investment Programs, Use of Proceeds and Trading Policies."                    

ADMINISTRATIVE CONVENIENCE                                                      

                The Partnerships are structured so as to provide Limited
Partners with numerous services designed to alleviate the administrative details
involved in engaging directly in futures interests trading, including monthly   
and annual financial reports (showing, among other things, the Net Asset Value  
of a Unit, trading profits or losses, and expenses), and all tax information    
relating to the Partnerships necessary for Limited Partners to complete their   
federal income tax returns.                                                     

LEGAL MATTERS 

                Legal matters in connection with the Units being offered
hereby, including the discussion of the material federal income tax             
considerations relating to the acquisition, ownership and disposition of Units, 
have been passed upon for each Partnership and the General Partner by           
Cadwalader, Wickersham & Taft, 100 Maiden                                       

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Lane, New York, New York 10038. Cadwalader, Wickersham & Taft also has acted as 
counsel for DWR in connection with the offering of Units. Cadwalader, Wickersham
& Taft may advise the General Partner with respect to its responsibilities as   
general partner of, and with respect to matters relating to, the Partnerships.  

EXPERTS 

                    The statements of financial condition of Morgan Stanley Dean
Witter Charter Graham L.P., Morgan Stanley Dean Witter Charter Millburn L.P.,   
and Morgan Stanley Dean Witter Charter Welton L.P., as of July 20, 1998, and the
statements of financial condition of Demeter Management Corporation as of       
November 30, 1997 and December 31, 1996 included in this Prospectus, have been  
audited by Deloitte & Touche LLP, independent auditors, as indicated in their   
reports with respect thereto in this Prospectus, and are included in reliance   
upon their authority as experts in accounting and auditing. Deloitte & Touche   
LLP also acts as independent auditors for MSDW.                                 

ADDITIONAL INFORMATION

                   This Prospectus does not contain all of the information set
forth in the Registration Statements and the exhibits relating thereto that have
been filed with the Securities and Exchange Commission in Washington, D.C. For  
further information pertaining to each Partnership and the Units offered hereby,
reference is hereby made to the Registration Statements, including the exhibits 
filed as part thereof. The Registration Statements and exhibits are on file at  
the offices of the Securities and Exchange Commission, 450 Fifth Street, N.W.,  
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and may be examined, without
charge, at the offices of the SEC, and copies may be obtained of all or part    
thereof from the SEC upon payment of the prescribed fees.                       

GLOSSARY
CERTAIN TERMS AND DEFINITIONS                                                   

                Knowledge of various terms and concepts relating to this
offering is useful for a potential investor in determining whether to invest in 
the Partnerships.                                                               

             "Affiliate"--An "affiliate" of a person means (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 person; (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 person; (iii) any natural person, partnership,            
corporation, association, or other legal entity directly or indirectly          
controlling, controlled by, or under common control with, such person; or (iv)  
any officer, director or partner of such person.                                

                    "Brokerage Fee"--The fee charged by a broker for executing a
trade in a commodity account of a customer. DWR charges a monthly flat-rate     
brokerage fee of 1/12 of 7% of Net Assets (a 7% annual rate).                   

                   "Churning"--Engaging in excessive trading with respect to a
futures interests account for the purpose of generating brokerage commissions.  

                    "Daily Limits"--Limits imposed by commodity exchanges on the
amount of fluctuation in futures interest prices during a single trading day.   

                   "Forward Contract"--A contractual right to purchase or sell
a specified quantity of currency or commodity at or before a specified date in  
the future at a specified price. It is distinguished from a futures contract in 
that it is not traded on an exchange and it contains terms and conditions       
specifically negotiated by the parties.                                         

                  "Futures Contract"--Standardized contract made on domestic
or foreign commodity exchanges which calls for the future delivery of a         
specified quantity of a commodity at a specified time, place, and price.        

                 "Limit Order"--An order to execute a trade at a specified
price or better. As contrasted with a stop order, a limit order does not become 
a market order when the limit price is reached.                                 

             "Margin"--Good faith deposits with a broker to assure
fulfillment of a purchase or sale of a commodity futures contract and, under    
certain circumstances, a commodity option contract.                             

          "Market Order"--An order to execute a trade at the
prevailing price as soon as possible.                                           

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                 "Net Assets"--A Partnership's "Net Assets" shall mean the
total assets of the Partnership (including, but not limited to, all cash and    
cash equivalents (valued at cost), accrued interest and amortization of original
issue discount, and the market value of all open futures interests positions and
other assets of the Partnership), less the total liabilities of the Partnership 
(including, but not limited to, all brokerage, management and incentive fees,   
ordinary administrative expenses, transaction fees and costs and extraordinary  
expenses) determined in accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting. Unless generally    
accepted accounting principles require otherwise, the market value of a futures 
interest traded on a United States exchange shall be determined using the       
settlement price on the exchange on which the particular futures interest was   
traded by a Partnership on the day with respect to which Net Assets are being   
determined; provided, however, that if a futures interest could not have been   
liquidated on such day due to the operation of daily limits or other rules of   
the exchange upon which that futures interest shall be traded or otherwise, the 
settlement price on the first subsequent day on which the futures interest could
be liquidated shall be the market value of such futures interest for such day.  
The market value of a futures interest traded on a foreign exchange shall mean  
its market value as determined by the General Partner on a basis consistently   
applied for each different variety of futures interest.                         

               "Net Asset Value Per Unit"--The Net Assets allocated to
capital accounts represented by Units of Limited Partnership Interest divided by
the aggregate number of Units outstanding on the date of calculation.           

               "Option"--An option on a futures contract or a physical
commodity gives the buyer of the option the right, as opposed to the obligation,
to take a position at a specified price in an underlying futures contract or    
commodity.                                                                      

                 "Organizational and Offering Expenses"--Costs incurred in
the organization of a Partnership and the offering of Units, including legal,   
accounting and auditing fees, printing costs, filing fees, escrow fees,         
marketing costs and expenses, and other related expenses.                       

                    "Pyramiding"--Using unrealized profits on existing positions
in a given futures interest due to favorable price movements as margin          
specifically to buy or sell additional positions in the same or related futures 
interest.                                                                       

                   "Settlement Price"--The closing price for futures contracts
in a particular commodity established by the clearinghouse or exchange after the
close of each day's trading.                                                    

                "Speculative Position Limits"--Limits established by the
CFTC and United States commodity exchanges on the maximum net long or short     
speculative positions which a person or group of persons may hold, own, or      
control in futures interests.                                                   

               "Spot Contract"--A cash market transaction in which the
buyer and seller agree to the immediate purchase and sale of a specific         
commodity lot, usually with a two-day settlement.                               

                   "Stop Order"--An order given to a broker to execute a trade
in a futures interest when the contract price reaches the specified stop order  
price. Stop orders become market orders when the stop price is reached.         

               "Trading Advisor"--Any person who for any consideration
engages in the business of advising others, either directly or indirectly, as to
the value or purchase of futures interests.                                     

                  "Trading Profits" is defined to mean net futures interests
trading profits (realized and unrealized) earned on a Partnership's Net Assets, 
decreased by monthly management fees, brokerage fees, and any transaction fees  
and costs not included in the brokerage fees (under the current Customer        
Agreements with the Commodity Brokers, the brokerage fees include all           
transaction fees and costs); with such trading profits and items of decrease    
determined from the end of the last calendar month in which an incentive fee was
earned by the Trading Advisor or, if no incentive fee has been earned previously
by the Trading Advisor, from the date that the Partnership commenced trading, to
the end of the month as of which such incentive fee calculation is being made.  
Extraordinary expenses of the Partnership, if any, will not be deducted in      
determining Trading Profits. No incentive fees will be paid on interest earned  
by the Partnership.                                                             

                    "Transaction Fees and Costs"--Floor brokerage fees, exchange
fees, clearinghouse fees, NFA fees, "give up" fees, any taxes (other than income
taxes), any third party clearing costs incurred by CFI, costs associated with   
taking delivery of futures interests, and any fees for execution of forward     
contract transactions.                                                          

                   "Unrealized Profit or Loss"--The profit or loss which could
be realized on an open position if it were closed out at the current settlement 
price.                                                                          

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BLUE SKY GLOSSARY                                                               

              Prospective investors should be aware of the following
definitions, reprinted verbatim from the "Guidelines for Registration of        
Commodity Pool Programs" adopted by the North American Securities Administrators
Association, Inc., as revised in September, 1993 (the "Guidelines"), which      
Guidelines are applied by certain state securities administrators in reviewing  
public offerings of "commodity pools" (such as the Partnerships). For ease of   
reference, each of these definitions is followed by the comparable defined term 
used in the form of Limited Partnership Agreement and this Prospectus, in       
brackets, as applicable.                                                        

                  "Advisor"--Any Person who for any consideration engages in
the business of advising others, either directly or indirectly, as to the value,
purchase, or sale of Commodity Contracts or commodity options. ["Trading        
Advisors"--page A-4]                                                            

                  "Affiliate"--An Affiliate of a Person means (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or 
more of the outstanding voting securities of such Person; (b) any Person 10% or 
more of whose outstanding voting securities are directly or indirectly owned,   
controlled or held with power to vote, by such Person; (c) any Person, directly 
or indirectly, controlling, controlled by, or under common control of such      
Person; (d) any officer, director or partner of such Person; or (e) if such     
Person is an officer, director or partner, any Person for which such Person acts
in any such capacity. ["Affiliate"--                                            
page A-17]                                                                      

                  "Capital Contributions"--The total investment in a Program
by a Participant or by all Participants, as the case may be. ["Unit(s) of       
General Partnership Interest"--page A-3; "Unit(s)"--page A-3]                   

                  "Commodity Broker"--Any Person who engages in the business
of effecting transactions in Commodity Contracts for the account of others or   
for his own account. ["Commodity Broker"--page A-4; includes DWR and CFI]       

                    "Commodity Contract"--A contract or option thereon providing
for the delivery or receipt at a future date of a specified amount and grade of 
a traded commodity at a specified price and delivery point. ["Futures           
Interests"--page A-1]                                                           

                  "Net Assets"--The total assets, less total liabilities, of
the Program determined on the basis of generally accepted accounting principles.
Net Assets shall include any unrealized profits or losses on open positions, and
any fee or expense including Net Asset fees accruing to the Program. ["Net      
Assets"--page A-6]                                                              

          "Net Worth"--The excess of total assets over total
liabilities as determined by generally accepted accounting principles. Net Worth
shall be determined exclusive of home, home furnishings and automobiles. ["net  
worth," as regards subscribers' investment requirements, is referenced on pages 
1, B-2>, and B-3; as regards the General Partner's net worth requirement, see   
Section 5 of the Limited Partnership Agreement on page A-2]                     

                   "New Trading Profits"--The excess, if any, of Net Assets at
the end of the period over Net Assets at the end of the highest previous period 
or Net Assets at the date trading commences, whichever is higher, and as further
adjusted to eliminate the effect on Net Assets resulting from new Capital       
Contributions, redemptions, or capital distributions, if any, made during the   
period decreased by interest or other income, not directly related to trading   
activity, earned on Program assets during the period, whether the assets are    
held separately or in margin account. ["Trading Profits"--pages 23 and 92]      

            "Organizational and Offering Expenses"--All expenses
incurred by the Program in connection with and in preparing a Program for       
registration and subsequently offering and distributing it to the public,       
including, but not limited to, total underwriting and brokerage discounts and   
commissions (including fees of the underwriter's attorneys), expenses for       
printing, engraving, mailing, salaries of employees while engaged in sales      
activity, charges of transfer agents, registrars, trustees, escrow holders,     
depositories, experts, expenses of qualification of the sale of its Program     
Interest under federal and state law, including taxes and fees, accountants' and
attorneys' fees. ["organizational, initial and continuing offering              
expenses"--page A-7]                                                            

                  "Participant"--The holder of a Program Interest. ["General
Partner," "Limited Partners," "Partners"--page A-1]                             

               "Person"--Any natural Person, partnership, corporation,
association or other legal entity. [No comparable term]                         

          "Program"--The limited partnership, joint venture,
corporation, trust or other entity formed and operated for the purpose of       
investing in Commodity Contracts. ["Partnership"--page A-1]                     

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                    "Pyramiding"--A method of using all or part of an unrealized
profit in a Commodity Contract position to provide margin for any additional    
Commodity Contracts of the same or related commodities. [See Trading Policy 5 on
page A-10]                                                                      

                    "Sponsor"--Any Person directly or indirectly instrumental in
organizing a Program or any Person who will manage or participate in the        
management of a Program, including a Commodity Broker who pays any portion of   
the Organizational Expenses of the Program, and the general partner(s) and any  
other Person who regularly performs or selects the Persons who perform services 
for the Program. Sponsor does not include wholly independent third parties such 
as attorneys, accountants, and underwriters whose only compensation is for      
professional services rendered in connection with the offering of the units. The
term "Sponsor" shall be deemed to include its Affiliates. ["General Partner,"   
"DWR" and their "Affiliates"]                                                   

                    "Valuation Date"--The date as of which the Net Assets of the
Program are determined. [No comparable term, but for purposes of redemption, Net
Assets of the Partnerships are determined as of the last business day of the    
month--page A-14]                                                               

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INDEPENDENT AUDITORS' REPORT

To the Limited Partners and the General Partner of                              
Morgan Stanley Dean Witter Charter Graham L.P.              
Morgan Stanley Dean Witter Charter Millburn L.P.            
Morgan Stanley Dean Witter Charter Welton L.P.:             

We have audited the accompanying statements of financial condition of Morgan    
Stanley Dean Witter Charter Graham L.P., Morgan Stanley Dean Witter Charter     
Millburn L.P., and Morgan Stanley Dean Witter Charter Welton L.P. (collectively,
the "Partnerships") as of July 20, 1998. These financial statements are the     
responsibility of the Partnerships' management. Our responsibility is to express
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall statements of financial condition.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, such statements of financial condition present fairly, in all   
material respects, the financial position of Morgan Stanley Dean Witter Charter 
Graham L.P., Morgan Stanley Dean Witter Charter Millburn L.P., and Morgan       
Stanley Dean Witter Charter Welton L.P., as of July 20,     1998 in conformity  
with generally accepted accounting principles.                                  

/s/ Deloitte & Touche LLP                                                       

July 21, 1998                                                                   
New York, New York                                                              

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MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
(LIMITED PARTNERS SHOULD NOTE THAT THEIR OWNERSHIP OF UNITS IN THE PARTNERSHIP
DOES NOT RESULT IN THE OWNERSHIP OF ANY INTEREST IN THE GENERAL PARTNER)
STATEMENT OF FINANCIAL CONDITION
AS OF JULY 20, 1998 

ASSETS

                                                        [Enlarge/Download Table]
                                                                                                    
Equity in Commodity Interest Trading Account:                                                       
          Cash.................................................................................. $20
                                                                                                 ---
                                                                                                 ---

                                          PARTNERS' CAPITAL                                         

Limited Partner -- 1 Unit Outstanding........................................................... $10
General Partner -- 1 Unit Outstanding...........................................................  10
                                                                                                 ---
                                                                                                 $20
                                                                                                 ---
                                                                                                 ---

The accompanying notes are an integral part of this financial statement.

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MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
(LIMITED PARTNERS SHOULD NOTE THAT THEIR OWNERSHIP OF UNITS IN THE PARTNERSHIP
DOES NOT RESULT IN THE OWNERSHIP OF ANY INTEREST IN THE GENERAL PARTNER)
STATEMENT OF FINANCIAL CONDITION
AS OF JULY 20, 1998 

ASSETS

                                                        [Enlarge/Download Table]
                                                                                                    
Equity in Commodity Interest Trading Account:                                                       
          Cash.................................................................................. $20
                                                                                                 ---
                                                                                                 ---

                                          PARTNERS' CAPITAL                                         

Limited Partner -- 1 Unit Outstanding........................................................... $10
General Partner -- 1 Unit Outstanding...........................................................  10
                                                                                                 ---
                                                                                                 $20
                                                                                                 ---
                                                                                                 ---

The accompanying notes are an integral part of this financial statement.

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MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
(LIMITED PARTNERS SHOULD NOTE THAT THEIR OWNERSHIP OF UNITS IN THE PARTNERSHIP
DOES NOT RESULT IN THE OWNERSHIP OF ANY INTEREST IN THE GENERAL PARTNER)
STATEMENT OF FINANCIAL CONDITION
AS OF JULY 20, 1998 

ASSETS

                                                        [Enlarge/Download Table]
                                                                                                    
Equity in Commodity Interest Trading Account:                                                       
          Cash.................................................................................. $20
                                                                                                 ---
                                                                                                 ---

                                          PARTNERS' CAPITAL                                         

Limited Partner -- 1 Unit Outstanding........................................................... $10
General Partner -- 1 Unit Outstanding...........................................................  10
                                                                                                 ---
                                                                                                 $20
                                                                                                 ---
                                                                                                 ---

The accompanying notes are an integral part of this financial statement.

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MORGAN STANLEY DEAN WITTER CHARTER SERIES 
NOTES TO STATEMENTS OF FINANCIAL CONDITION

1.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                          

               ORGANIZATION--Morgan Stanley Dean Witter Charter Graham
L.P., Morgan Stanley Dean Witter Charter Millburn L.P., and Morgan Stanley Dean 
Witter Charter Welton L.P. (collectively, the "Partnerships") are limited       
partnerships organized under the Delaware Revised Uniform Limited Partnership   
Act on July 15, 1998 to engage in the speculative trading of futures and forward
contracts, options on futures contracts and physical commodities and other      
commodity interests, including foreign currencies, financial instruments,       
precious and industrial metals, energy products and agriculturals (collectively,
"futures interests.") The initial capital contributed are the capital           
contributions of $10 to each Partnership by Demeter Management Corporation, the 
general partner of the Partnerships (the "General Partner"), and $10 to each    
Partnership by Mark J. Hawley, President of the General Partner and Executive   
Vice President of Dean Witter Reynolds Inc. ("DWR"), an affiliate of the General
Partner, as initial Limited Partner to each Partnership, to permit the filing of
Certificates of Limited Partnership under the Delaware Revised Uniform Limited  
Partnership Act for each Partnership.                                           

                   The Partnerships will each offer 3,000,000 Units of Limited
Partnership Interest ("Units") for sale to the public at an initial price of $10
per Unit. The minimum subscription for most subscribers will be (i) $20,000,    
except as may be the case in a Non-Series Exchange, as described in the         
Partnerships' Prospectus. If at least 400,000 Units of a Partnership are        
subscribed for during the "Initial Offering Period" (defined as the date of the 
Prospectus to November 30, 1998, subject to earlier termination or extension)   
the General Partner may accept such subscriptions at the "Initial Closing"      
(currently scheduled for October 31, 1998) and commence operations of such      
Partnership. Thereafter, Units in each Partnership will be sold at Monthly      
Closings at a price equal to 100% of the Net Asset Value per Unit (as described 
in the Partnerships' Prospectus). If it appears that subscriptions will be      
received in excess of the Units available for sale, the General Partner may     
register additional Units for sale.                                             

             The Partnerships' cash is on deposit with Dean Witter
Reynolds Inc. ("DWR"), an affiliate of the General Partner, in a futures        
interest trading account. At each Monthly Closing (as described in the          
Prospectus), the General Partner will contribute, in $1,000 increments to each  
Partnership, the additional amount in cash that is necessary for it at all times
to own, for its account, Units of General Partnership Interest at least equal to
the greater of $25,000 or 1% of aggregate capital contributions. The General    
Partner and each Limited Partner will share in the profits and losses of the    
Partnerships in proportion to the amount of Partnership interest owned by each. 

                  The Partnerships will terminate on December 31, 2035 or at
an earlier date if certain conditions occur as defined in the Partnerships'     
Limited Partnership Agreement.                                                  

                 Limited Partners may redeem some or all of their Units at
100% of the Net Asset Value per Unit effective as of the sixth month-end        
following the closing at which they first become a Limited Partner. The Net     
Asset Value of a Unit is equal to Net Assets (as defined below) divided by the  
aggregate number of Units of Limited and General Partnership Interest           
outstanding. Thereafter, Units may be redeemed as of the end of any month upon  
advance notice by redemption form to the General Partner. However, any Units    
redeemed on or prior to the last day of the twelfth month after such Units were 
purchased will be subject to a redemption charge equal to 2% of the Net Asset   
Value of a Unit on the date of such redemption. Units redeemed after the last   
day of the twelfth month and on or prior to the last day of the twenty-fourth   
month after which such Units were purchased will be subject to a redemption     
charge equal to 1% of the Net Asset Value of a Unit on the date of such         
redemption. Units redeemed after the last day of the twenty-fourth month after  
which such Units were purchased will not be subject to a redemption charge.     
Investors who purchase $500,000 or more of Units will not be subject to the     
redemption charges described above.                                             

                 Net Assets, which will be determined daily, is defined as
the total assets of a Partnership (including, but not limited to, all cash and  
cash equivalents, accrued interest and amortization of original issue discount, 
and the market value of all open futures interest contract positions and other  
assets of a Partnership) less the total liabilities of a Partnership (including,
but not limited to, one-half of the brokerage commissions that would be payable 
with respect to the closing of each Partnership's open futures interest contract
positions (if charged on a "roundturn" basis), or brokerage fees (if charged on 
a "flat rate" basis), management fees, incentive fees, ordinary administrative  
expenses, transaction fees and costs, and extraordinary expenses) determined in 
accordance with generally accepted accounting principles consistently applied   
under the accrual basis of accounting. Unless generally accepted accounting     
principles require otherwise, the market value of a futures                     

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interest traded on a United States exchange shall mean the settlement price on  
the exchange on which the particular futures interest shall be traded by a      
Partnership on the day with respect to which Net Assets shall be determined;    
provided, however, that if a futures interest could not have been liquidated on 
such day due to the operation of daily limits or other rules of the exchange    
upon which that futures interest shall be traded or otherwise, the settlement   
price on the first subsequent day on which the futures interest could have been 
liquidated shall be the market value of such futures interest for such day. The 
market value of a futures interest traded on a foreign exchange or market shall 
mean its market value as determined by the General Partner on a basis           
consistently applied for each different variety of futures interest.            

2.          ORGANIZATION AND OFFERING EXPENSES                                  

                  The Partnerships are not liable for any organizational and
offering expenses in connection with the issuance and distribution of the Units.
DWR has agreed to pay the organizational expenses of the Partnerships and the   
expenses of offering the Units to the public.                                   

                   The proceeds from the subscription of Units will be held in
escrow and invested in an interest-bearing money market account. The pro-rata   
share of interest earned on accepted or rejected subscription funds while such  
funds are held in escrow will be credited to subscribers' customer accounts with
DWR.                                                                            

3.          OTHER AGREEMENTS                                                    

                The proceeds from the closings will be used to establish
futures interests trading accounts with DWR for each Partnership's Trading      
Advisor.                                                                        

               Each Partnership will pay its Trading Advisor a monthly
management fee equal to 1/12 of 2% per month (a 2% annual rate) of the          
Partnership's Net Assets (as defined in the Prospectus) as of the first day of  
each month.                                                                     

                 Each Partnership also will pay a monthly incentive fee to
the Trading Advisor equal to 20% of "Trading Profits" as of the end of each     
calendar month. If the Trading Advisor has experienced losses with respect to   
Net Assets at the end of each calendar month, the Trading Advisor must earn back
such losses before the Trading Advisor is eligible for an incentive fee.        

                Under each Customer Agreement with DWR, each Partnership
will pay DWR a flat-rate monthly brokerage fee of 1/12 of 7% of Net Assets as of
the first day of each month (a 7% annual rate).                                 

            Under each Customer Agreement with Carr Futures Inc.
("CFI"), DWR will pay or reimburse the Partnerships for all fees and costs of   
CFI for executing trades by the Partnerships.                                   

                DWR will credit each Partnership with interest income at
month-end at the rate earned by DWR on its U.S. Treasury bills investments with 
customer segregated funds as if 100% of each Partnership's average daily funds  
(including cash and securities) held in each Partnership's account with DWR     
during the month were invested in U.S. Treasury bills at such rate. In addition,
DWR will credit each Partnership with 100% of the interest income DWR receives  
from CFI with respect to each Partnership's assets deposited as margin with CFI.
It is anticipated that approximately 80% of each Partnership's average daily    
funds maintained in trading accounts will be on deposit with DWR and that       
approximately 20% of each Partnership's average daily funds maintained in       
trading accounts will be on deposit with CFI, although such percentages will    
vary from time to time.                                                         

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors of                                                    
Demeter Management Corporation:                             

We have audited the accompanying statements of financial condition of Demeter   
Management Corporation (a wholly-owned subsidiary of Morgan Stanley, Dean       
Witter, Discover & Co.) (the "Company") as of November 30, 1997 and December 31,
1996. These statements of financial condition are the responsibility of the     
Company's management. Our responsibility is to express an opinion on these      
statements of financial condition based on our audits.                          

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the statements of financial condition are    
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the statements of financial  
condition. An audit also includes assessing the accounting principles used and  
significant estimates made by management, as well as evaluating the overall     
statement of financial condition presentation. We believe that our audits       
provide a reasonable basis for our opinion.                                     

In our opinion, such statements of financial condition present fairly, in all   
material respects, the financial position of Demeter Management Corporation as  
of November 30, 1997 and December 31, 1996 in conformity with generally accepted
accounting principles.                                                          

/s/ Deloitte & Touche LLP                                                       

January 12, 1998                                                                
New York, New York                                                              

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DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.) 

STATEMENTS OF FINANCIAL CONDITION 

                                                        [Enlarge/Download Table]

                                              MAY 31,                                  
                                                1998       NOVEMBER 30,   DECEMBER 31, 
                                            (UNAUDITED)        1997           1996     
                                            ------------   ------------   ------------ 

                                                                                       
ASSETS                                           $              $                      
Investments in affiliated partnerships                                                 
(Note 2)                                      22,952,032     22,016,069     18,955,507 
Income taxes receivable                          101,866        429,885             -- 
Receivable from affiliated partnerships           32,675            968          1,049 
                                            ------------   ------------   ------------ 
                    Total Assets              23,086,573     22,446,922     18,956,556 
                                            ------------   ------------   ------------ 
                                            ------------   ------------   ------------ 
LIABILITIES AND STOCKHOLDER'S EQUITY                                                   
LIABILITIES                                                                            
          Payable to MSDW (Note 3)            18,282,319     17,995,100     15,762,235 
          Accrued expenses                        27,659         34,072         30,379 
          Income taxes payable                        --             --        114,218 
                                            ------------   ------------   ------------ 
                    Total Liabilities         18,309,978     18,029,172     15,906,832 
                                            ------------   ------------   ------------ 
STOCKHOLDER'S EQUITY:                                                                  
          Common stock, no par value:                                                  
           Authorized 1,000 shares;                                                    
            Issued and outstanding 100                                                 
            shares at stated value of $500                                             
            per share                             50,000         50,000         50,000 
          Additional paid-in capital         111,170,000    111,170,000    111,170,000 
          Retained earnings                    4,626,595      4,267,750      2,899,724 
                                            ------------   ------------   ------------ 
                                             115,846,595    115,487,750    114,119,724 
          Less: Notes receivable from MSDW                                             
        (Note 4)                            (111,070,000)  (111,070,000)  (111,070,000)
                                            ------------   ------------   ------------ 
        Total Stockholder's Equity             4,776,595      4,417,750      3,049,724 
                                            ------------   ------------   ------------ 
        Total Liabilities and                                                          
        Stockholder's Equity                  23,086,573     22,446,922     18,956,556 
                                            ------------   ------------   ------------ 
                                            ------------   ------------   ------------ 

The accompanying notes are an integral part of these statements of financial
condition.

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DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.) 

NOTES TO STATEMENTS OF FINANCIAL CONDITION
(THE INFORMATION RELATING TO 1998 IS UNAUDITED) 

1.          BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES            

Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of      
Morgan Stanley Dean Witter & Co. ("MSDW").                                      

On March 24, 1998, Morgan Stanley, Dean Witter, Discover & Co. changed its      
corporate name to Morgan Stanley Dean Witter & Co.                              

Demeter manages the following commodity pools as their sole general partner:    
Dean Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter  
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter  
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P.      
(formerly Dean Witter Principal Guaranteed Fund L.P.), Dean Witter Principal    
Plus Fund L.P. ("DWPPF"), Dean Witter Principal Plus Fund Management L.P., Dean 
Witter Portfolio Strategy Fund L.P. (formerly Dean Witter Principal Secured     
Futures Fund L.P.) ("DWPSF"), Dean Witter Global Perspective Portfolio L.P.,    
Dean Witter World Currency Fund L.P., Dean Witter Institutional Balanced        
Portfolio Account I L.P. ("DWIBP I"), Dean Witter Institutional Account II L.P.,
("DWIA II"), DWFCM International Access Fund L.P., Dean Witter Anchor           
Institutional Balanced Portfolio Account L.P., ("Anchor"), Dean Witter Spectrum 
Global Balanced L.P. (formerly known as Dean Witter Spectrum Balanced L.P.),    
Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., Dean  
Witter Spectrum Select L.P. (formerly known as Dean Witter Select Futures Fund  
L.P. ("DWSFF"), DWR Chesapeake L.P., DWR Institutional Balanced Portfolio       
Account III L.P., DWR/JWH Futures Fund L.P. ("DWR/ JWH") and Morgan Stanley     
Tangible Asset Fund L.P. ("MSTAF").                                             

Each of the commodity pools is a limited partnership organized to engage in the 
speculative trading of commodity futures contracts, forward contracts on foreign
currencies and other commodity interests.                                       

On July 31, 1996, with the Net Asset Value of DWPSF above $1,000 per unit, the  
letter of credit arrangement which assured investors who redeemed their units on
July 31, 1996 a minimum Net Asset Value of $1,000 per unit expired. On August 1,
1996, that partnership was renamed Dean Witter Portfolio Strategy Fund L.P. and 
will continue trading in a non-guaranteed format. As a result, both the         
reduction of interest income of 1.125% per annum for the letter of credit fee   
paid by Dean Witter Reynolds Inc. ("DWR") and the letter of credit fee of 1% of 
new appreciation have been eliminated.                                          

Demeter reopened DWSFF for additional investment and on August 13, 1996 DWSFF   
registered with the SEC 60,000 Units which was offered to investors for a       
limited time in a public offering.                                              

On August 20, 1996, Demeter ceased trading activities in DWIBP I and distributed
approximately 97% of DWIBP I's assets. At that time, there were open forward    
positions maturing through December 1996. DWIBP I liquidated and distributed its
remaining assets in 1997.                                                       

Demeter reopened DWPSF for additional investment and on May 12, 1997 DWPSF      
registered with the SEC 50,000 units which were offered to investors for a      
limited time in a public offering.                                              

On July 31, 1997, Demeter entered into a limited partnership agreement as       
general partner in MSTAF. On November 4, 1997, MSTAF registered with the SEC    
5,000,000 units which were offered to investors for a limited time in a public  
offering.                                                                       

On September 18, 1997, Demeter ceased trading activities in Anchor and          
distributed approximately 87% of Anchor's assets. Demeter distributed the       
remainder of Anchor's assets in 1998.                                           

On April 20, 1998, Dean Witter Spectrum Balanced L.P. changed its name to Dean  
Witter Spectrum Global Balanced L.P. and Dean Witter Select Futures Fund L.P.   
changed its name to Dean Witter Spectrum Select L.P.                            

On April 30, 1998, Demeter ceased trading activities in DWIA II and subsequently
distributed DWIA II's Net Assets.                                               

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On May 11, 1998 Demeter registered with the SEC 5,000,000 additional units of   
Dean Witter Spectrum Technical L.P. and 1,500,000 units of Dean Witter Spectrum 
Select L.P., both of which are being offered to investors in a continuing public
offering with previously registered units of Dean Witter Spectrum Strategic L.P.
and Dean Witter Spectrum Global Balanced L.P.                                   

INCOME TAXES--The results of operations of Demeter are included in the          
consolidated federal income tax return of MSDW, computed on a separate company  
basis and due to MSDW.                                                          

BASIS OF ACCOUNTING--The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts in the financial statements.   

2.          INVESTMENTS IN AFFILIATED PARTNERSHIPS                              

The limited partnership agreement of each commodity pool requires Demeter to    
maintain a general partnership interest in each partnership, generally in an    
amount equal to, but not less than, 1 percent of the aggregate capital          
contributed to the partnership by all partners.                                 

The total assets, liabilities and partners' capital of all the funds managed by 
Demeter at May 31, 1998, November 30, 1997 and December 31, 1996 were as        
follows:                                                                        

                                                        [Enlarge/Download Table]

                                             MAY 31,                                 
                                              1998       NOVEMBER 30,   DECEMBER 31, 
                                           (UNAUDITED)       1997           1996     
                                          -------------  -------------  -------------
                                                                                     
                                                $              $              $      
Total assets............................. 1,232,182,556  1,195,307,516  1,084,660,072
Total liabilities........................    21,081,944     19,346,113     27,893,698
Total partners' capital.................. 1,211,100,612  1,175,961,403  1,056,766,374

Demeter's investments in the above limited partnerships are carried at market   
value with changes in such market value reflected currently in operations.      

3.          PAYABLE TO MSDW                                                     

The payable to MSDW is primarily for amounts due for the purchase of partnership
investments.                                                                    

4.          NET WORTH REQUIREMENT                                               

At May 31, 1998 (unaudited), November 30, 1997 and December 31, 1996, Demeter   
held non-interest bearing notes from MSDW that were payable on demand. These    
notes were received in connection with additional capital contributions         
aggregating $111,070,000.                                                       

The limited partnership agreement of each commodity pool requires Demeter to    
maintain its net worth at an amount not less than 10% of the capital            
contributions by all partners in each pool in which Demeter is the general      
partner (15% if the capital contributions to any partnership are less than      
$2,500,000, or $250,000, whichever is less).                                    

In calculating this requirement, Demeter's interests in each limited partnership
and any amounts receivable from or payable to such partnerships are excluded    
from net worth. Notes receivable from MSDW are included in net worth for        
purposes of this calculation.                                                   

5.          LEGAL MATTERS                                                       

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of  
Los Angeles, on behalf of all purchasers of interests in limited partnership    
commodity pools sold by DWR, an affiliate of Demeter. Named defendants include  
DWR, Demeter, Dean Witter Futures and Currency Management Inc., MSDW (all such  
parties referred to hereafter as the "Dean Witter Parties"), certain limited    
partnership commodity pools of which Demeter is the general partner, and certain
trading advisors to those pools. On June 16, 1997, the plaintiffs in the above  
actions filed a                                                                 

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consolidated amended complaint alleging, among other things, that the defendants
committed fraud, deceit, negligent misrepresentation, various violations of the 
California Corporations Code, intentional and negligent breach of fiduciary     
duty, fraudulent and unfair business practices, unjust enrichment, and          
conversion in the sale and operation of the various limited partnership         
commodity pools. Similar purported class actions were also filed on September 18
and 20, 1996 in the Supreme Court of the State of New York, New York County, and
on November 14, 1996 in the Superior Court of the State of Delaware, New Castle 
County, against the Dean Witter Parties and certain trading advisors on behalf  
of all purchasers of interests in various limited partnership commodity pools   
sold by DWR. A consolidated and amended complaint in the action pending in the  
Supreme Court of the State of New York was filed on August 13, 1997, alleging   
that the defendants committed fraud, breach of fiduciary duty, and negligent    
misrepresentation in the sale and operation of the various limited partnership  
commodity pools. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without prejudice. The complaints seek unspecified amounts of compensatory and  
punitive damages and other relief. It is possible that additional similar       
actions may be filed and that, in the course of these actions, other parties    
could be added as defendants. The Dean Witter Parties believe that they have    
strong defenses to, and they will vigorously contest, the actions. Although the 
ultimate outcome of legal proceedings cannot be predicted with certainty, it is 
the opinion of management of the Dean Witter Parties that the resolution of the 
actions will not have a material adverse effect on the financial condition or   
the results of operations of any of the Dean Witter Parties.                    

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                                                                       EXHIBIT A

TABLE OF CONTENTS TO FORM OF
LIMITED PARTNERSHIP AGREEMENT FOR 
MORGAN STANLEY DEAN WITTER CHARTER [GRAHAM] [MILLBURN][WELTON] L.P. 

                                                        [Enlarge/Download Table]
                                                                                                      
                                                                                                  PAGE
  1.  Formation; Name............................................................................ A-1 
  2.  Office..................................................................................... A-1 
  3.  Business................................................................................... A-1 
  4.  Term; Dissolution; Fiscal Year............................................................. A-2 
      (a) Term................................................................................... A-2 
      (b) Dissolution............................................................................ A-2 
      (c) Fiscal Year............................................................................ A-2 
  5.  Net Worth of General Partner............................................................... A-2 
  6.  Capital Contributions and Offering of Units of Limited Partnership Interest................ A-3 
  7.  Allocation of Profits and Losses; Accounting; Other Matters................................ A-5 
      (a) Capital Accounts....................................................................... A-5 
      (b) Monthly Allocations.................................................................... A-5 
      (c) Allocation of Profit and Loss for Federal Income Tax Purposes.......................... A-5 
      (d) Definitions; Accounting................................................................ A-6 
      (e) Expenses and Limitations Thereof....................................................... A-7 
      (f) Limited Liability of Limited Partners.................................................. A-7 
      (g) Return of Limited Partner's Capital Contribution....................................... A-8 
      (h) Distributions.......................................................................... A-8 
      (i) Interest on Assets..................................................................... A-8 
  8.  Management and Trading Policies............................................................ A-8 
      (a) Management of the Partnership.......................................................... A-8 
      (b) The General Partner.................................................................... A-8 
      (c) General Trading Policies............................................................... A-9 
      (d) Changes to Trading Policies............................................................ A-10
      (e) Miscellaneous.......................................................................... A-10
  9.  Audits; Reports to Limited Partners........................................................ A-11
 10.  Transfer; Redemption of Units; Exchange Privilege.......................................... A-12
      (a) Transfer............................................................................... A-12
      (b) Redemption............................................................................. A-13
      (c) Exchange Privilege..................................................................... A-14
 11.  Special Power of Attorney.................................................................. A-15
 12.  Withdrawal of a Partner.................................................................... A-15
 13.  No Personal Liability for Return of Capital................................................ A-16
 14.  Standard of Liability; Indemnification..................................................... A-16
      (a) Standard of Liability.................................................................. A-16
      (b) Indemnification by the Partnership..................................................... A-16
      (c) Affiliate.............................................................................. A-17
      (d) Indemnification by Partners............................................................ A-17
 15.  Amendments; Meetings....................................................................... A-17
      (a) Amendments with Consent of the General Partner......................................... A-17
      (b) Meetings............................................................................... A-18
      (c) Amendments and Actions without Consent of the General Partner.......................... A-18
      (d) Action Without Meeting................................................................. A-18
      (e) Amendments to Certificate of Limited Partnership....................................... A-18
 16.  Index of Defined Terms..................................................................... A-18
 17.  Governing Law.............................................................................. A-19
 18.  Miscellaneous.............................................................................. A-19
      (a) Priority among Limited Partners........................................................ A-19
      (b) Notices................................................................................ A-19
      (c) Binding Effect......................................................................... A-20
      (d) Captions............................................................................... A-20
Annex 1    --Request for Redemption.............................................................. A-21

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                                                                       EXHIBIT A

FORM OF                                                                         
LIMITED PARTNERSHIP AGREEMENT FOR                                               
MORGAN STANLEY DEAN WITTER CHARTER [GRAHAM] [MILLBURN] [WELTON] L.P.            

         This Agreement of Limited Partnership, made as of
                                                  , 1998, by and among
Demeter Management Corporation, a Delaware corporation (the "General Partner"), 
and the other parties who shall execute this Agreement, whether in counterpart, 
by separate instrument, or otherwise, as limited partners (collectively         
"Limited Partners"; the General Partner and Limited Partners may be             
collectively referred to herein as "Partners"). The definitions of capitalized  
terms used in this Agreement and not defined where used may be found by         
reference to the index of defined terms in Section 16.                          

WITNESSETH: 

            WHEREAS, the parties hereto desire to form a limited
partnership for the purpose of engaging in the speculative trading of futures   
interests.                                                                      

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

1.          FORMATION; NAME.                                                    

               The parties hereto do hereby form a limited partnership
under the Delaware Revised Uniform Limited Partnership Act, as amended and in   
effect on the date hereof (the "Act"). The name of the limited partnership is   
Morgan Stanley Dean Witter Charter [Graham] [Millburn] [Welton] L.P. (the       
"Partnership"). The General Partner may, without the approval of the Limited    
Partners, change the name of the Partnership, or cause the Partnership to       
transact business under another name. The General Partner shall notify all      
Limited Partners (or any assignees thereof) of any such change. The General     
Partner shall execute and file a Certificate of Limited Partnership of the      
Partnership (the "Certificate of Limited Partnership") in accordance with the   
Act, and shall execute, file, record, and publish as appropriate such           
amendments, assumed name certificates, and other documents as are or become     
necessary or advisable in connection with the operation of the Partnership, as  
determined by the General Partner, and shall take all steps which the General   
Partner may deem necessary or advisable to allow the Partnership to conduct     
business as a limited partnership where the Partnership conducts business in any
jurisdiction, and to otherwise provide that Limited Partners will have limited  
liability with respect to the activities of the Partnership in all such         
jurisdictions, and to comply with the law of any jurisdiction. Each Limited     
Partner hereby undertakes to furnish to the General Partner a power of attorney 
and such additional information as the General Partner may request to complete  
such documents and to execute and cooperate in the filing, recording, or        
publishing of such documents as the General Partner determines appropriate.     

2.          OFFICE.                                                             

                  The principal office of the Partnership shall be Two World
Trade Center, 62nd Floor, New York, New York 10048, or such other place as the  
General Partner may designate from time to time.                                

                 The address of the principal office of the Partnership in
the State of Delaware is c/o The Corporation Trust Company, Corporation Trust   
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and  
the name and address of the registered agent for service of process on the      
Partnership in the State of Delaware is The Corporation Trust Company,          
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,    
Delaware 19801, or such other agent as the General Partner shall designate from 
time to time.                                                                   

3.          BUSINESS.                                                           

                   The Partnership's business and general purpose is to trade,
buy, sell, spread, or otherwise acquire, hold, or dispose of commodities (which 
may include foreign currencies, mortgage-backed securities, money market        
instruments, financial instruments, and any other securities or items which are 
now, or may hereafter be, the subject of futures contract trading, domestic and 
foreign commodity futures contracts, commodity forward contracts, foreign       
exchange commitments, options on physical commodities and on futures contracts, 
spot (cash) commodities and currencies, and any rights pertaining thereto       
(collectively, "Futures Interests"), and securities (such as United States      
Treasury securities) approved by the Commodity Futures Trading Commission (the  
"CFTC") for investment of customer funds and other securities on a limited      
basis, and to engage in all activities incident thereto. The objective of the   
Partnership's business is appreciation of its assets                            

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through speculative trading. The Partnership may pursue this objective in any   
lawful manner consistent with the Partnership's trading policies. The           
Partnership may engage in the foregoing activities either directly or through   
any lawful transaction or any lawful activity into which a limited partnership  
may enter or in which a limited partnership may engage under the laws of the    
State of Delaware; provided, that such transactions or activities do not subject
the Limited Partners to any liability in excess of the limited liability        
provided for herein and contemplated by the Act.                                

4.          TERM; DISSOLUTION; FISCAL YEAR.                                     

                (a)     TERM. The term of the Partnership shall commence
upon the filing of the Certificate of Limited Partnership in the Office of the  
Secretary of State of the State of Delaware and shall end upon the first to     
occur of the following: (i) December 31, 2035; (ii) receipt by the General      
Partner of a notice setting forth an election to terminate and dissolve the     
Partnership at a specified time by Limited Partners owning more than 50% of the 
outstanding Units, which notice shall be sent by registered mail to the General 
Partner not less than 90 days prior to the effective date of such termination   
and dissolution; (iii) the withdrawal, insolvency, bankruptcy, dissolution,     
liquidation or termination of any general partner, unless the business of the   
Partnership shall be continued by any remaining or successor general partner(s) 
in accordance with the provisions hereof; (iv) the occurrence of any event which
shall make it unlawful for the existence of the Partnership to be continued; (v)
a decline in the Net Asset Value of a Unit as of the close of business (as      
determined by the General Partner) on any day to less than $2.50; (vi) a decline
in the Partnership's Net Assets as of the close of business (as determined by   
the General Partner) on any day to $250,000 or less; (vii) a determination by   
the General Partner that the Partnership's Net Assets in relation to the        
operating expenses of the Partnership make it unreasonable or imprudent to      
continue the business of the Partnership; (viii) a determination by the General 
Partner upon 120 days' notice to the Limited Partners to terminate the          
Partnership; or (ix) a determination by the General Partner to terminate the    
Partnership following a Special Redemption Date.                                

                    (b)     DISSOLUTION. Upon the occurrence of an event causing
the termination of the Partnership, the Partnership shall terminate and be      
dissolved. Dissolution, payment of creditors, and distribution of the           
Partnership's Net Assets shall be effected as soon as practicable in accordance 
with the Act, except that the General Partner and each Limited Partner (and any 
assignee) shall share in the Net Assets of the Partnership pro rata in          
accordance with such Partner's respective capital account, less any amount owing
by such Partner (or assignee) to the Partnership. The General Partner shall, at 
its option, be entitled to supervise the liquidation of the Partnership.        

                   Nothing contained in this Agreement shall impair, restrict,
or limit the rights and powers of the Partners under the laws of the State of   
Delaware and any other jurisdiction in which the Partnership shall be conducting
business to reform and reconstitute themselves as a limited partnership         
following dissolution of the Partnership, either under provisions identical to  
those set forth herein or any others which they shall deem appropriate.         

                 (c) FISCAL YEAR. The fiscal year of the Partnership shall
begin on January 1 of each year and end on the following December 31.           

5.          NET WORTH OF GENERAL PARTNER.                                       

                   The General Partner agrees that at all times, as long as it
remains a general partner of the Partnership, it shall maintain its net worth at
an amount not less than 10% of the total contributions to the Partnership by all
Partners and to any other limited partnership for which it acts as a general    
partner by all such partnership's partners; provided, however, that if the total
contributions to the Partnership by all Partners, or to any limited partnership 
for which it acts as a general partner by all partners, are less than           
$2,500,000, then with respect to the Partnership and any such limited           
partnership, the General Partner shall maintain its net worth at an amount of at
least 15% of the total contributions to the Partnership by all Partners and of  
the total contributions to any such limited partnership for which it acts as a  
general partner by all such partnership's partners or $250,000, whichever is the
lesser; and, provided, further, that in no event shall the General Partner's net
worth be less than $50,000. For the purposes of this Section 5, "net worth"     
shall be calculated in accordance with generally accepted accounting principles,
except as otherwise specified in this Section 5, with all current assets based  
on their then current market values. The interests owned by the General Partner 
in the Partnership and any other partnerships for which it acts as a general    
partner and any notes and accounts receivable from and payable to any limited   
partnership in which it has an interest shall not be included as an asset in    
calculating its net worth, but any notes receivable from an "affiliate" (as such
term is defined in Regulation S-X                                               

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of the rules and regulations of the Securities and Exchange Commission (the     
"SEC")) of the General Partner or letters of credit may be included.            

                 The General Partner agrees that it shall not be a general
partner of any limited partnership other than the Partnership unless, at all    
times when it is a general partner of any such additional limited partnership,  
its net worth is at least equal to the net worth required by the preceding      
paragraph of this Section 5.                                                    

                The requirements of the preceding two paragraphs of this
Section 5 may be modified by the General Partner at its option, without notice  
to or the consent of the Limited Partners, provided that: (a) such modification 
does not adversely affect the interests of the Limited Partners, and (b) the    
General Partner obtains a written opinion of counsel for the Partnership that   
such proposed modification: (i) will not adversely affect the classification of 
the Partnership as a partnership for federal income tax purposes, (ii) will not 
adversely affect the status of the Limited Partners as limited partners under   
the Act, and (iii) will not violate any applicable state securities or Blue Sky 
law or any rules, regulations, guidelines, or statements of policy promulgated  
or applied thereunder; provided, however, that the General Partner's net worth  
may not be reduced below the lesser of (A) the net worth required by Section    
II.B of the Guidelines for Registration of Commodity Pool Programs, as adopted  
in revised form by the North American Securities Administrators Association,    
Inc. in September, 1993 (the "NASAA Guidelines"), and (B) the net worth required
by such Guidelines as in effect on the date of such proposed modification.      

6.          CAPITAL CONTRIBUTIONS AND OFFERING OF UNITS OF LIMITED PARTNERSHIP  
INTEREST.                                                                       

                   The General Partner is herewith contributing $10 in cash to
the Partnership, for which it is receiving one unit of general partnership      
interest (a "Unit of General Partnership Interest"). At the initial closing (the
"Initial Closing"), if any, for the acceptance of subscriptions for Units of    
Limited Partnership Interest of the Partnership ("Units" or, individually, a    
"Unit") during the initial offering of Units (the "Initial Offering"), the      
General Partner shall contribute to the Partnership, in $1,000 increments, such 
amount in cash as is necessary to make the General Partner's capital            
contribution at least equal to the greater of: (a) 1% of aggregate capital      
contributions to the Partnership by all Partners (including the General         
Partner's contribution) and (b) $25,000. Such additional contribution by the    
General Partner need not exceed the amount described above and shall be         
evidenced by Units of General Partnership Interest. Thereafter, the General     
Partner shall maintain its interest in the capital of the Partnership at no less
than the amount stated above. The General Partner, without notice to or consent 
of the Limited Partners, may withdraw any portion of its interest in the        
Partnership that is in excess of its required interest described above. The net 
asset value of a Unit of General Partnership Interest shall at all times be     
equivalent to the Net Asset Value of a Unit of Limited Partnership Interest.    

                    The General Partner's minimum investment requirements of the
preceding paragraph of this Section 6 may be modified by the General Partner at 
its option, without notice to or the consent of the Limited Partners, provided  
that: (a) such modification does not adversely affect the interests of the      
Limited Partners, and (b) the General Partner obtains a written opinion of      
counsel for the Partnership that such proposed modification: (i) will not       
adversely affect the Partnership's ability to meet the administrative           
requirements applicable to partnerships under the federal income tax laws, (ii) 
will not adversely affect the status of the Limited Partners as limited partners
under the Act, and (iii) will not violate any applicable state securities or    
Blue Sky law or any rules, regulations, guidelines, or statements of policy     
promulgated or applied thereunder; provided, however, that the General Partner's
minimum investment in the Partnership may not be reduced below the lesser of (A)
the minimum investment required by Section II.C of the NASAA Guidelines, and (B)
the minimum investment required by such Guidelines as in effect on the date of  
such proposed modification.                                                     

            Interests in the Partnership, other than the General
Partnership Interest of the General Partner, shall be Units. The initial Limited
Partner named at the end of this Agreement is herewith contributing $10 in cash 
to the capital of the Partnership in consideration for receiving one Unit. The  
initial Limited Partner agrees to withdraw as a Limited Partner at the Initial  
Closing, and the remaining Partners hereby consent to such withdrawal. The $10  
capital contribution of the Initial Limited Partner shall be returned to him,   
without interest, and he shall have no further rights or obligations as a       
Limited Partner with respect to such contribution.                              

                  The General Partner, for and on behalf of the Partnership,
shall issue and sell Units to persons desiring to become Limited Partners,      
provided that such persons shall be determined by the General Partner to be     
qualified investors and their subscriptions for Units shall be accepted by the  
General Partner, which acceptance the General Partner may withhold in whole or  
in part in its sole discretion. The minimum                                     

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subscription for Units per subscriber shall be such amount as the General       
Partner shall determine from time to time in its sole discretion.               

            The Partnership, directly and/or through Dean Witter
Reynolds Inc. ("DWR"), Morgan Stanley & Co. Incorporated ("MS & Co."), or such  
other selling agent or agents (each, a "Selling Agent") as may be approved by   
the General Partner, may at any time and from time to time in the sole          
discretion of the General Partner offer for sale Units and fractions of Units   
(to the third decimal place) in public and/or private offerings, at prices per  
Unit, in such minimum amounts, for such periods of time, and on such terms and  
conditions as the General Partner shall determine in its sole discretion. Units 
offered during any offering shall be issued and sold by the Partnership as of   
the close of business (as determined by the General Partner) on the last day of 
a calendar month and a closing for subscriptions received during such offering  
shall be held as of such date; provided, however, that the General Partner may  
hold closings at such other times and for such other periods as it shall        
determine in its sole discretion to effectuate such offerings. At each such     
closing, the Partnership shall issue and sell Units to each subscriber whose    
subscription shall be accepted by the General Partner at a price per Unit to be 
determined by the General Partner in its sole discretion; provided, however,    
that the offering price per Unit at the Initial Closing shall be $10 per Unit,  
and the offering price per Unit at any subsequent closing during any offering of
Units shall not at any time be less than the Net Asset Value of a Unit as of the
close of business on the date of the applicable closing at which such Unit shall
be issued and sold, unless the newly offered Units' participation in the        
Partnership's profits and losses is proportionately reduced. During any         
offering, Units may be subscribed for by the General Partner, DWR, MS & Co.,    
Morgan Stanley Dean Witter & Co. ("MSDW"), any trading advisor to the           
Partnership (each, a "Trading Advisor"), any commodity broker for the           
Partnership (each, a "Commodity Broker"), and such persons' respective          
shareholders, directors, officers, partners, employees, principals, and         
Affiliates. Notwithstanding Section 10(b), Units purchased at the Initial       
Closing by the General Partner, DWR, any Additional Seller and any Trading      
Advisor, or any Affiliate of the foregoing (for purposes of this provision, the 
term "Affiliate" shall not include any natural persons) may not be redeemed for 
a period of two years after the Initial Closing if such redemption would cause  
the Partnership to have less than $4,000,000 in Net Assets. Subscriptions for   
Units by such persons shall not preclude them from receiving compensation from  
the Partnership for services rendered by them in their respective capacities as 
other than Limited Partners. No subscriber for Units during any offering of     
Units shall become a Limited Partner until the General Partner shall: (a) accept
such subscriber's subscription at a closing relating to such offering; (b)      
execute this Agreement on behalf of such subscriber pursuant to the power of    
attorney in the subscription agreement executed by the subscriber in connection 
with such offering; and (c) make an entry on the books and records of the       
Partnership reflecting that such subscriber has been admitted as a Limited      
Partner. Accepted subscribers shall be deemed Limited Partners at such time as  
their admission shall be reflected on the books and records of the Partnership. 
The aggregate of all capital contributions to the Partnership shall be available
to the Partnership to carry on its business and no interest shall be paid by the
Partnership on any such contribution.                                           

                    In connection with any offering of Units by the Partnership,
the General Partner, on behalf of the Partnership, shall: (a) cause to be filed 
one or more disclosure documents and such amendments and supplements thereto as 
the General Partner shall deem advisable or as may be required by applicable law
with the CFTC and the National Futures Association ("NFA"), Forms D or other    
applications, notices or forms with the SEC and state securities and Blue Sky   
administrators, and Registration Statements, Prospectuses (as used hereinafter, 
the term "Prospectus" shall mean the most recent version of the Prospectus      
issued by the Partnership, or the most recent version of the disclosure document
or other offering memorandum prepared, in connection with the particular        
offering of Units), and such amendments and supplements thereto as the General  
Partner shall deem advisable or as may be required by applicable law, with the  
CFTC, the NFA, the SEC, and NASD Regulation, Inc.; (b) qualify by registration  
or exemption from registration the Units for sale under the Blue Sky and        
securities laws of such states of the United States and such other jurisdictions
as the General Partner in its sole discretion shall deem advisable or as may be 
required by applicable law; (c) make such arrangements for the sale of Units as 
it shall deem advisable, including engaging DWR, MS & Co., or any other firm as 
Selling Agent and entering into a selling agreement with DWR, MS & Co., or such 
other Selling Agent; and (d) take such action with respect to and in order to   
effectuate the matters described in clauses (a) through (c) as it shall deem    
advisable or necessary.                                                         

                  The Partnership shall not pay the costs of any offering or
any selling commissions relating thereto. No Limited Partner shall have any     
preemptive, preferential or other rights with respect to the issuance or sale of
any additional Units, except as described in the applicable Prospectus. No      
Limited Partner shall have the right to consent to the admission of any         
additional Limited Partner. There is no maximum aggregate amount of             
contributions which may be received by the Partnership.                         

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               All Units subscribed for shall be issued subject to the
collection of good funds. If, at any time, good funds representing payment for  
Units are not made available to the Partnership because a subscriber has        
provided bad funds in the form of a bad check or draft or otherwise to DWR, MS &
Co., or another Selling Agent which, in turn, has deposited the subscription    
amount with the escrow agent, the Partnership shall cancel the Units issued to  
such subscriber represented by such bad funds, and the subscriber's name shall  
be removed as a Limited Partner from the books and records of the Partnership.  
Any losses or profits sustained by the Partnership in connection with its       
Futures Interests trading allocable to such cancelled Units shall be deemed a   
decrease or increase in Net Assets and allocated among the remaining Partners as
described in Section 7. Each Limited Partner agrees to reimburse the Partnership
for any expense or loss (including any trading loss) incurred in connection with
the issuance and cancellation of any such Units issued to such Limited Partner. 

7.          ALLOCATION OF PROFITS AND LOSSES; ACCOUNTING; OTHER MATTERS.        

                    (a) CAPITAL ACCOUNTS. A capital account shall be established
for each Partner. The initial balance of each Partner's capital account shall be
the amount of a Partner's initial capital contribution to the Partnership.      

                (b) MONTHLY ALLOCATIONS. As of the close of business (as
determined by the General Partner) on the last day of each calendar month       
("Determination Date") during each fiscal year of the Partnership, the following
determinations and allocations shall be made:                                   

                         (1) The Net Assets of the Partnership, before accrual
    of any monthly management fee and any incentive fee shall be determined.

                        (2) The accrued monthly management fee shall then be
charged against Net Assets.                                         

                        (3) The accrued monthly incentive fee, if any, shall
then be charged against Net Assets.                                 

                         (4) Any increase or decrease in Net Assets (after the
adjustments in subparagraphs (2) and (3) above), over those of the  
  immediately preceding Determination Date (or, in the case of the first
Determination Date, the Initial Closing), shall then be credited or 
 charged to the capital accounts of each Partner in the ratio that the
balance of each account bears to the balance of all accounts.       

                        (5) The amount of any distribution to a Partner, any
amount paid to a Partner on redemption of Units, any amount deemed  
   received by a Partner on a Series Exchange of Units pursuant to Section
    10(c) hereof, and any amount paid to the General Partner upon withdrawal
 of its interest in the Partnership shall be charged to that Partner's
capital account.                                                    

                (c) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX
PURPOSES. As of the end of each fiscal year of the Partnership, the             
Partnership's recognized profit or loss shall be allocated among the Partners   
pursuant to the following subparagraphs for federal income tax purposes. Such   
allocations of profit and loss will be pro rata from net capital gain or loss   
and net operating income or loss realized by the Partnership. For United States 
federal income tax purposes, a distinction will be made between net short-term  
gain or loss and net long-term gain or loss.                                    

                     (1) Items of ordinary income (such as interest or
  credits in lieu of interest) and expense (such as the management fees,
incentive fees, brokerage fees and extraordinary expenses) shall be 
   allocated pro rata among the Partners based on their respective capital
   accounts (exclusive of these items of ordinary income or expense) as of
  the end of each month in which the items of ordinary income or expense
accrued.                                                            

                          (2) Net recognized gain or loss from the Partnership's
    trading activities shall be allocated as follows (with any allocation of
recognized gain or loss consisting of pro rata shares of capital or 
ordinary gain or loss):                                             

                (aa) For the purpose of allocating the
     Partnership's net recognized gain or loss among the Partners, there
 shall be established an allocation account with respect to each
        outstanding Unit. The initial balance of each allocation account shall
    be the amount paid by the Partner to the Partnership for the Unit.
         Allocation accounts shall be adjusted as of the end of each fiscal year
       and as of the date a Partner completely redeems his Units as follows:

                                (i) Each allocation account shall be increased
     by the amount of income allocated to the holder of the Unit
           pursuant to subparagraph (c)(1) above and subparagraph (c)(2)(cc)
below.                                                

                                 (ii) Each allocation account shall be decreased
         by the amount of expense or loss allocated to the holder of the
Unit pursuant to subparagraph (c)(1) above and        

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             subparagraph (c)(2)(ee) below and by the amount of any distribution
             the holder of the Unit has received with respect to the Unit (other
than on redemption of the Unit).                      

                                 (iii) When a Unit is redeemed or exchanged in a
           Series Exchange, the allocation account with respect to such Unit
shall be eliminated.                                  

                           (bb) Net recognized gain shall be allocated first
        to each Partner who has partially redeemed his Units or exchanged less
      than all his Units in a Series Exchange during the fiscal year up to
         the excess, if any, of the amount received upon redemption of the Units
        or the amount deemed received on the Series Exchange of the Units over
        the allocation account attributable to the redeemed Units or the Units
exchanged in the Series Exchange.                             

                      (cc) Net recognized gain remaining after the
       allocation thereof pursuant to subparagraph (c)(2)(bb) above shall be
        allocated next among all Partners whose capital accounts are in excess
of their Units' allocation accounts (after the adjustments in 
      subparagraph (c)(2)(bb) above) in the ratio that each such Partner's
        excess bears to all such Partners' excesses. In the event that gain to
       be allocated pursuant to this subparagraph (c)(2)(cc) is greater than
 the excess of all such Partners' capital accounts over all such
         allocation accounts, the excess will be allocated among all Partners in
      the ratio that each Partner's capital account bears to all Partners'
capital accounts.                                             

                           (dd) Net recognized loss shall be allocated first
        to each Partner who has partially redeemed his Units or exchanged less
      than all his Units in a Series Exchange during the fiscal year up to
   the excess, if any, of the allocation account attributable to the
       redeemed Units or the Units exchanged in the Series Exchange over the
   amount received upon redemption of the Units or the amount deemed
received on the Series Exchange of the Units.                 

                      (ee) Net recognized loss remaining after the
       allocation thereof pursuant to subparagraph (c)(2)(dd) above shall be
        allocated next among all Partners whose Units' allocation accounts are
in excess of their capital accounts (after the adjustments in 
      subparagraph (c)(2)(dd) above) in the ratio that each such Partner's
        excess bears to all such Partners' excesses. In the event that loss to
       be allocated pursuant to this subparagraph (c)(2)(ee) is greater than
    the excess of all such allocation accounts over all such Partners'
        capital accounts, the excess loss will be allocated among all Partners
         in the ratio that each Partner's capital account bears to all Partners'
capital accounts.                                             

                      (3) The tax allocations prescribed by this Section
      7(c) shall be made to each holder of a Unit whether or not the holder is a
      substituted Limited Partner. In the event that a Unit has been transferred
     or assigned pursuant to Section 10(a), the allocations prescribed by this
      Section 7(c) shall be made with respect to such Unit without regard to the
     transfer or assignment, except that in the year of transfer or assignment
    the allocations prescribed by this Section 7(c) shall be divided between
  the transferor or assignor and the transferee or assignee based on the
     number of months each held the transferred or assigned Unit. For purposes
of this Section 7(c), tax allocations shall be made to the General  
Partner's Units of General Partnership Interest on a Unit-equivalent
basis.                                                              

                     (4) The allocation of profit and loss for federal
income tax purposes set forth herein is intended to allocate taxable
    profits and loss among Partners generally in the ratio and to the extent
     that net profit and net loss are allocated to such Partners under Section
 7(b) hereof so as to eliminate, to the extent possible, any disparity
between a Partner's capital account and his allocation account with 
     respect to each Unit then outstanding, consistent with the principles set
    forth in Section 704(c) of the Internal Revenue Code of 1986, as amended
(the "Code").                                                       

(d) DEFINITIONS; ACCOUNTING.

                        (1) NET ASSETS. The Partnership's "Net Assets" shall
    mean the total assets of the Partnership (including, but not limited to,
all cash and cash equivalents (valued at cost), accrued interest and
     amortization of original issue discount, and the market value of all open
      Futures Interests positions and other assets of the Partnership), less the
total liabilities of the Partnership (including, but not limited to,
    one-half of the brokerage commissions that would be payable with respect
to the closing of each of the Partnership's open Futures Interests  
positions (if charged on a "roundturn" basis), or brokerage fees (if
      charged on a "flat rate" basis), management fees, incentive fees, ordinary
administrative expenses, Transaction Fees and Costs, if any, and    
     extraordinary expenses), determined in accordance with generally accepted
 accounting principles consistently applied under the accrual basis of
accounting. Unless generally accepted accounting principles require 
otherwise, the market                                               

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   value of a Futures Interest traded on a United States exchange shall be
determined using the settlement price on the exchange on which the  
     particular Futures Interest was traded by the Partnership on the day with
     respect to which Net Assets are being determined; provided, however, that
   if a Futures Interest could not have been liquidated on such day due to
   the operation of daily limits or other rules of the exchange upon which
    that Futures Interest shall be traded or otherwise, the settlement price
     on the first subsequent day on which the Futures Interest could have been
  liquidated shall be the market value of such Futures Interest for such
    day. The market value of a forward contract or a Futures Interest traded
   on a foreign exchange or off an exchange shall mean its market value as
      determined by the General Partner on a basis consistently applied for each
different variety of forward contract or Futures Interest.          

                        (2) NET ASSET VALUE. The "Net Asset Value" of a Unit
  shall mean the Net Assets allocated to capital accounts represented by
Units divided by the aggregate number of Units.                     

                  (e) EXPENSES AND LIMITATIONS THEREOF. DWR shall pay all of
the organizational, Initial Offering and continuing offering expenses of the    
Partnership (including, but not limited to, legal, accounting, and auditing     
fees, printing costs, filing fees, escrow fees, marketing costs and expenses,   
and other related expenses), and shall not be reimbursed therefor. Any such     
offering expenses in connection with a subsequent offering of Units shall not be
paid by the Partnership.                                                        

                Subject to the limits set forth below, and except to the
extent that DWR or an affiliate has agreed to pay any such fees, costs, or      
expenses as provided in the Prospectus, the Partnership shall pay its           
operational expenses. The General Partner shall not be reimbursed by the        
Partnership for any costs incurred by it relating to office space, equipment,   
and staff necessary for Partnership operations and administration of redemptions
and Series Exchanges of Units. The Partnership will be obligated to pay any     
extraordinary expenses (determined in accordance with generally accepted        
accounting principles) it may incur.                                            

                 The Partnership's assets held by any Commodity Broker, as
provided in Section 7(i), may be used as margin solely for the Partnership's    
trading. The Partnership shall bear all commodity brokerage fees and commissions
and, except as otherwise set forth herein or described in the Prospectus, shall 
be obligated to pay all liabilities incurred by it, including, without          
limitation, all fees and expenses incurred in connection with its trading       
activities (including, but not limited to, floor brokerage fees, exchange fees, 
clearinghouse fees, NFA fees, "give up" or transfer fees, costs associated with 
the taking of delivery of Futures Interests, fees for the execution of forward  
contract transactions, fees for the execution of cash transactions relating to  
the exchange of futures for physical transactions, and the use of any Commodity 
Broker's institutional and overnight execution facilities (collectively,        
"Transaction Fees and Costs")), and management and incentive fees payable to any
Trading Advisor. Appropriate reserves may be created, accrued, and charged      
against Net Assets for contingent liabilities, if any, as of the date any such  
contingent liability becomes known to the General Partner. Such reserves shall  
reduce the Net Asset Value of interests in the Partnership for all purposes,    
including redemptions and Series Exchanges.                                     

       The following special limits shall apply to the
Partnership's fees and expenses, in accordance with Section IV.C of the NASAA   
Guidelines: (a) the aggregate of (i) the management fees payable by the         
Partnership to the Trading Advisor(s), and (ii) the Partnership's customary and 
routine administrative expenses (other than commodity brokerage commissions or  
fees, Transaction Fees and Costs, incentive fees, legal and auditing fees and   
expenses, and extraordinary expenses), if such expenses are being paid directly 
by the Partnership, shall not exceed 1/2 of 1% of the Partnership's Net Assets  
per month, or 6% of the Partnership's Net Assets annually; (b) the incentive    
fees payable by the Partnership to any Trading Advisor shall not exceed 15% of  
the Partnership's "Trading Profits" (as defined in the Prospectus) attributable 
to such Trading Advisor for the applicable calculation period, provided that    
such incentive fees may be increased by 2% for each 1% by which the aggregate   
fees and expenses described in clause (a) of this sentence are below the 6% of  
Net Assets annual limit thereon (e.g., if such fees and expenses are 4% of Net  
Assets, the maximum incentive fee payable may be increased to 19%); (c) any     
"roundturn" brokerage commissions (excluding Transaction Fees and Costs) payable
by the Partnership to any Commodity Broker shall not exceed 80% of such         
Commodity Broker's published non-member rates for speculative accounts; and (d) 
the aggregate of (i) the brokerage commissions or fees payable by the           
Partnership to any Commodity Broker, (ii) any Transaction Fees and Costs        
separately payable by the Partnership, and (iii) any net excess interest and    
compensating balance benefits to any Commodity Broker (after crediting the      
Partnership with interest), shall not exceed 14% annually of the Partnership's  
average monthly Net Assets as of the last day of each month during each calendar
year. The General Partner or an Affiliate thereof shall pay and shall not be    
reimbursed for any fees and expenses in excess of any such limits.              

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                  (f) LIMITED LIABILITY OF LIMITED PARTNERS. Each Unit, when
purchased by a Limited Partner in accordance with the terms of this Agreement,  
shall be fully paid and nonassessable. No Limited Partner shall be liable for   
the Partnership's obligations in excess of such Partner's unredeemed capital    
contribution, undistributed profits, if any, and any distributions and amounts  
received upon redemption of Units or deemed received on a Series Exchange of    
Units, together with interest thereon. The Partnership shall not make a claim   
against a Limited Partner with respect to amounts distributed to such Partner or
amounts received by such Partner upon redemption of Units or deemed received    
upon a Series Exchange of Units, unless the Net Assets of the Partnership (which
shall not include any right of contribution from the General Partner except to  
the extent previously made by it pursuant to this Agreement) shall be           
insufficient to discharge the liabilities of the Partnership which shall have   
arisen prior to the payment of such amounts.                                    

                    (g) RETURN OF LIMITED PARTNER'S CAPITAL CONTRIBUTION. Except
to the extent that a Limited Partner shall have the right to withdraw capital   
through redemption or Series Exchange of Units in accordance with Section 10(b) 
or (c), no Limited Partner shall have any right to demand the return of his     
capital contribution or any profits added thereto, except upon termination and  
dissolution of the Partnership. In no event shall a Limited Partner be entitled 
to demand or receive from the Partnership property other than cash.             

              (h) DISTRIBUTIONS. The General Partner shall have sole
discretion in determining what distributions (other than on redemption or Series
Exchange of Units), if any, the Partnership shall make to its Partners. If made,
all distributions shall be pro rata in accordance with the respective capital   
accounts of the Partners and may be made by credit to a Limited Partner's       
account with DWR or by check if such account is closed.                         

                    (i) INTEREST ON ASSETS. The Partnership shall deposit all of
its assets with such Commodity Broker(s) as the Partnership shall utilize from  
time to time, and such assets shall be used by the Partnership to engage in     
Futures Interests trading. Unless provided otherwise in the Prospectus, such    
assets will be invested in securities approved by the CFTC for investment of    
customer funds or held in non-interest-bearing accounts, and such Commodity     
Broker(s) will credit the Partnership at month-end with interest income as set  
forth in the Prospectus or as otherwise set forth in a notice to Limited        
Partners.                                                                       

8.          MANAGEMENT AND TRADING POLICIES.                                    

           (a) MANAGEMENT OF THE PARTNERSHIP. Except as may be
otherwise specifically provided herein, the General Partner, to the exclusion of
all Limited Partners, shall conduct and manage the business of the Partnership, 
including, without limitation, the investment of the funds of the Partnership.  
No Limited Partner shall have the power to represent, act for, sign for, or bind
the General Partner or the Partnership. Except as provided herein, no Partner   
shall be entitled to any salary, draw, or other compensation from the           
Partnership. Each Limited Partner hereby undertakes to furnish to the General   
Partner such additional information as may be determined by the General Partner 
to be required or appropriate for the Partnership to open and maintain an       
account or accounts with the Partnership's Commodity Broker(s) for the purpose  
of trading in Futures Interests.                                                

              The General Partner shall be under a fiduciary duty to
conduct the affairs of the Partnership in the best interests of the Partnership.
The Limited Partners will under no circumstances be permitted to contract away, 
or be deemed to have contracted away, the fiduciary obligations owed them by the
General Partner under statutory or common law. The General Partner shall have   
fiduciary responsibility for the safekeeping of all of the funds and assets of  
the Partnership, whether or not in its immediate possession or control, and the 
General Partner shall not employ, or permit another to employ, such funds or    
assets in any manner except for the benefit of the Partnership.                 

                  (b) THE GENERAL PARTNER. The General Partner, on behalf of
the Partnership, shall retain one or more Trading Advisors to make all trading  
decisions for the Partnership, and shall delegate complete trading discretion to
such Trading Advisor(s); provided, however, that the General Partner may        
override any trading instructions: (i) that the General Partner, in its sole    
discretion, determines to be in violation of any trading policy of the          
Partnership, as set forth in subsection (c) below; (ii) to the extent the       
General Partner believes doing so is necessary for the protection of the        
Partnership; (iii) to terminate the Futures Interests trading of the            
Partnership; (iv) to comply with applicable laws or regulations; or (v) as and  
to the extent necessary, upon the failure of a Trading Advisor to comply with a 
request to make the necessary amount of funds available to the Partnership      
within five days of such request, to fund distributions, redemptions, or        
reapportionments among Trading Advisors or to pay the expenses of the           
Partnership; and provided, further, that the General Partner may make trading   
decisions at any time at which a Trading Advisor shall become incapacitated or  
some other emergency shall arise as a result of which such Trading Advisor shall
be unable or unwilling to act and a successor Trading Advisor has not yet been  
retained.                                                                       

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                   The Partnership shall not enter into any agreement with the
General Partner, DWR, MS & Co., MSDW, or their respective Affiliates (other than
a selling agreement as contemplated by Section 6) which has a term of more than 
one year and which does not provide that it shall be terminable by the          
Partnership without penalty upon 60 days' prior written notice by the General   
Partner; provided, however, that any such agreement may provide for automatic   
renewal for additional one-year terms unless either the Partnership or the other
party to such agreement, upon written notice given not less than 60 days prior  
to the original termination date or any extended termination date, notifies the 
other party of its intention not to renew.                                      

                  Subject to the foregoing paragraph, the General Partner is
hereby authorized, on behalf of the Partnership, to enter into the form of      
management agreement described in the Prospectus (each, a "Management           
Agreement") with each Trading Advisor described in the Prospectus, and to cause 
the Partnership to pay to each such Trading Advisor the management and incentive
fees provided for in the applicable Management Agreement, as described in the   
Prospectus.                                                                     

                The General Partner is further authorized: (a) to modify
(including changing the form and amount of compensation and other arrangements  
and terms) or terminate any Management Agreement in its sole discretion in      
accordance with the terms of such Management Agreement and to employ from time  
to time other Trading Advisors pursuant to management agreements having such    
terms and conditions and providing for such form and amount of compensation as  
the General Partner in its sole discretion shall deem to be in the best         
interests of the Partnership, which terms may include provision for the payment 
of an incentive fee to a new or replacement Trading Advisor or Advisors which   
shall be based on any trading profits which shall be earned by such Trading     
Advisor(s), irrespective of whether such profits shall exceed trading losses    
incurred by any previous or existing Trading Advisor or Advisors or by the      
Partnership as a whole; (b) to enter into the Customer Agreements described in  
the Prospectus (each, a "Customer Agreement") with the Commodity Brokers        
described in the Prospectus, and to cause the Partnership to pay to such        
Commodity Brokers brokerage fees or commissions and Transaction Fees and Costs  
at the rates provided for in the Customer Agreements and as described in the    
Prospectus; and (c) to modify (including changing the form and amount of        
compensation and other arrangements and terms) and terminate any Customer       
Agreement in its sole discretion in accordance with the terms of such agreement 
and to employ from time to time other Commodity Brokers pursuant to customer    
agreements having such terms and conditions and providing for such form and     
amount of compensation as the General Partner in its sole discretion shall deem 
to be in the best interests of the Partnership, provided, however, that the     
General Partner shall review at least annually the brokerage arrangements with  
the Partnership to ensure that the brokerage fees or commissions paid to any    
Commodity Broker are fair, reasonable, and competitive, and represent the best  
price and services available, taking into consideration: (i) the size of the    
Partnership; (ii) the Futures Interests trading activity; (iii) the services    
provided by the Commodity Broker or any Affiliate thereof to the Partnership;   
(iv) the costs incurred by the Commodity Broker or any Affiliate thereof in     
organizing and operating the Partnership and offering Units; (v) the overall    
costs to the Partnership; (vi) any excess interest and compensating balance     
benefits to the Commodity Broker from assets held thereby; and (vii) if the     
General Partner is an Affiliate of the Commodity Broker, the risks incurred by  
and the obligations of the General Partner as such. Any modifications to any of 
the foregoing compensation arrangements shall be subject to the limits described
in the fourth paragraph of Section 7(e) and the notice requirements of Section  
9.                                                                              

                 The General Partner may subdivide or combine Units in its
discretion, provided that no such subdivision or combination shall affect the   
Net Asset Value of any Limited Partner's interest in the Partnership.           

               (c) GENERAL TRADING POLICIES. The General Partner shall
require any Trading Advisor retained by the Partnership to follow the trading   
policies set forth below. The following trading policies are applicable to the  
Partnership as a whole and do not apply to the trading of any individual Trading
Advisor.                                                                        

                   1. The Trading Advisor will trade only in those
 Futures Interests that have been approved by the General Partner. The
Partnership normally will not establish new positions in a Futures  
      Interest for any one contract month or option if such additional positions
  would result in a net long or short position for that Futures Interest
 requiring as margin or premium more than 15% of the Partnership's Net
Assets.                                                             

                  2. The Partnership will not acquire additional
positions in any Futures Interest if such additional positions would
result in the aggregate net long or short positions for all Futures 
  Interests requiring as margin or premium for all outstanding positions
   more than 66 2/3% of the Partnership's Net Assets. Under certain market
     conditions, such as an abrupt increase in margins required by a commodity
     exchange or its clearinghouse or an inability to liquidate open positions
      because of daily price fluctuation limits, or both, the Partnership may be
required to commit as margin amounts in excess of                   

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   the foregoing limit. In such event, the Trading Advisor will reduce its
   open positions to comply with the foregoing limit before initiating new
positions.                                                          

                      3. The Partnership will trade currencies and other
      commodities in the interbank and forward contract markets only with banks,
brokers, dealers, and other financial institutions which the General
   Partner, in conjunction with DWR, has determined to be creditworthy. In
     determining the creditworthiness of a counterparty to a forward contract,
the General Partner and DWR will consult with the Corporate Credit  
Department of DWR.                                                  

                    4. The Trading Advisor will not generally take a
  position after the first notice day in any Futures Interest during the
    delivery month of that Futures Interest, except to match trades to close
     out a position on the interbank foreign currency or other forward markets
or liquidate trades in a limit market.                              

                  5. The Partnership will not employ the trading
  technique commonly known as "pyramiding," in which the speculator uses
    unrealized profits on existing positions in a given Futures Interest due
to favorable price movement as margin specifically to buy or sell   
  additional positions in the same or a related Futures Interest. Taking
     into account the Partnership's open trade equity on existing positions in
determining generally whether to acquire additional Futures Interest
positions on behalf of the Partnership will not be considered to    
constitute "pyramiding."                                            

                       6. The Partnership will not under any circumstances
   lend money to Affiliates or otherwise. The Partnership will not utilize
borrowings except if the Partnership purchases or takes delivery of 
     commodities. If the Partnership borrows money from the General Partner or
     any Affiliate thereof, the lending entity in such case (the "Lender") may
    not receive interest in excess of its interest costs, nor may the Lender
receive interest in excess of the amounts which would be charged the
Partnership (without reference to the General Partner's financial   
   abilities or guarantees) by unrelated banks on comparable loans for the
 same purpose, nor may the Lender or any Affiliate thereof receive any
      points or other financing charges or fees regardless of the amount. Use of
     lines of credit in connection with its forward trading does not, however,
constitute borrowing for purposes of this trading limitation.       

                        7. The Partnership will not permit "churning" of the
Partnership's assets.                                               

                        8. The Partnership will not purchase, sell, or trade
securities (except securities approved by the CFTC for investment of
     customer funds). The Partnership may, however, trade in futures contracts
    on securities and securities indexes, options on such futures contracts,
and other commodity options.                                        

                  (d) CHANGES TO TRADING POLICIES. The General Partner shall
not make any material change in the trading policies in Section 8(c) without    
obtaining prior written approval of Limited Partners owning more than 50% of the
Units then outstanding.                                                         

                  (e) MISCELLANEOUS. The General Partner may take such other
actions as it deems necessary or desirable to manage the business of the        
Partnership, including, but not limited to, the following: opening bank accounts
and paying or authorizing the payment of distributions to the Partners and the  
expenses of the Partnership, such as brokerage fees and commissions, management 
and incentive fees, ordinary and extraordinary expenses, and Transaction Fees   
and Costs.                                                                      

                 The General Partner shall prepare or cause to be prepared
and shall file on or before the due date (or any extension thereof) any federal,
state, or local tax returns which shall be required to be filed by the          
Partnership. The General Partner shall cause the Partnership to pay any taxes   
payable by the Partnership; provided, however, that the General Partner shall   
not be required to cause the Partnership to pay any tax so long as the General  
Partner or the Partnership shall be in good faith and by appropriate legal      
proceedings contesting the validity, applicability, or amount thereof and such  
contest shall not materially endanger any right or interest of the Partnership. 

              The General Partner shall be authorized to perform all
duties imposed by Sections 6221 through 6233 of the Code on the General Partner 
as "tax matters partner" of the Partnership, including, but not limited to, the 
following: (a) the power to conduct all audits and other administrative         
proceedings with respect to Partnership tax items; (b) the power to extend the  
statute of limitations for all Limited Partners with respect to Partnership tax 
items; (c) the power to file a petition with an appropriate federal court for   
review of a final Partnership administrative adjustment; and (d) the power to   
enter into a settlement with the Internal Revenue Service on behalf of, and     
binding upon, those Limited Partners having less than a 1% interest in the      
Partnership, unless a Limited Partner shall have notified the Internal Revenue  
Service and the General Partner that the General Partner may not act on such    
Partner's behalf.                                                               

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                If the Partnership is required to withhold United States
taxes on income with respect to Units held by Limited Partners who are          
nonresident alien individuals, foreign corporations, foreign partnerships,      
foreign trusts, or foreign estates, the General Partner may, but is not required
to, pay such tax out of its own funds and then be reimbursed out of the proceeds
of any distribution or redemption with respect to such Units.                   

                 The General Partner shall keep at the principal office of
the Partnership such books and records relating to the business of the          
Partnership as it deems necessary or advisable, as are required by the Commodity
Exchange Act, as amended (the "CEAct"), and the CFTC's rules and regulations    
thereunder, or as shall be required by other regulatory bodies, exchanges,      
boards, and authorities having jurisdiction. Such books and records shall be    
retained by the Partnership for not less than five years.                       

                 The Partnership's books and records shall be available to
Limited Partners or their authorized attorneys or agents for inspection and     
copying during normal business hours of the Partnership and, upon request, the  
General Partner shall send copies of same to any Limited Partner upon payment by
him of reasonable reproduction and distribution costs. Any subscription         
documentation executed by a Limited Partner in connection with his purchase of  
Units, Series Exchange or Non-Series Exchange, as applicable, shall be retained 
by the Partnership for not less than six years.                                 

                  Except as described herein or in the Prospectus, no person
may receive, directly or indirectly, any advisory, management, or incentive fee 
for investment advice who shares or participates in per trade commodity         
brokerage commissions paid by the Partnership. No Commodity Broker for the      
Partnership may pay, directly or indirectly, rebates or "give-ups" to the       
General Partner or any Trading Advisor, and such prohibitions may not be        
circumvented by any reciprocal business arrangements. Assets of the Partnership 
shall not be commingled with assets of any other person. Margin deposits and    
deposits of assets with a Commodity Broker shall not constitute commingling.    

                   The General Partner shall devote such time and resources to
the Partnership's business and affairs as it, in its sole discretion, shall deem
necessary or advisable to effectively manage the Partnership. Subject to Section
5, the General Partner may engage in other business activities and shall not be 
required to refrain from any other activity or disgorge any profits from any    
such activity, whether as general partner of additional partnerships formed for 
investment in Futures Interests or otherwise. The General Partner may engage and
compensate, on behalf and from funds of the Partnership, such persons, firms, or
corporations, including any Affiliate of the General Partner, as the General    
Partner in its sole judgment shall deem advisable for the conduct and operation 
of the business of the Partnership; provided, however, that, except as described
herein and in the Prospectus, the General Partner shall not engage any such     
Affiliate to perform services for the Partnership without having made a good    
faith determination that: (i) the Affiliate which it proposes to engage to      
perform such services is qualified to do so (considering the prior experience of
the Affiliate or the individuals employed thereby); (ii) the terms and          
conditions of the agreement pursuant to which such Affiliate is to perform      
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise 
determined by the General Partner to be fair and reasonable to the Partnership  
and the Limited Partners; and (iii) the maximum period covered by the agreement 
pursuant to which such Affiliate is to perform services for the Partnership     
shall not exceed one year, and such agreement shall be terminable without       
penalty upon 60 days' prior written notice by the Partnership. Nothing contained
in the preceding sentence shall prohibit the General Partner from receiving     
reimbursement from the Partnership for expenses advanced on behalf of the       
Partnership (other than organizational and offering expenses).                  

                    No person dealing with the General Partner shall be required
to determine its authority to make any undertaking on behalf of the Partnership 
or to determine any fact or circumstance bearing upon the existence of its      
authority.                                                                      

9.          AUDITS; REPORTS TO LIMITED PARTNERS.                                

               The Partnership's books shall be audited annually by an
independent certified public accounting firm selected by the General Partner in 
its sole discretion. The Partnership shall cause each Partner to receive: (a)   
within 90 days after the close of each fiscal year an annual report containing  
audited financial statements (including a statement of income and a statement of
financial condition) of the Partnership for the fiscal year then ended, prepared
in accordance with generally accepted accounting principles and accompanied by a
report of the accounting firm which audited such statements, and such other     
information as the CFTC and NFA may from time to time require (such annual      
reports will provide a detailed statement of any transactions with the General  
Partner or its Affiliates and of fees, commissions and any compensation paid or 
accrued to the                                                                  

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General Partner or its Affiliates for the fiscal year completed, showing the    
amount paid or accrued to each recipient and the services performed); (b) within
75 days after the close of each fiscal year (but in no event later than March 15
of each year) such tax information relating to the Partnership as is necessary  
for such Partner to complete his federal income tax return; (c) within 30 days  
after the close of each calendar month, such financial and other information    
with respect to the Partnership as the CFTC and NFA from time to time shall     
require in monthly reports, together with information concerning any material   
change in the brokerage commissions and fees payable by the Partnership to any  
Commodity Broker; and (d) at such times as shall be necessary or advisable in   
the General Partner's sole discretion, such other information as the CFTC and   
NFA from time to time shall require under the CEAct to be given to participants 
in commodity pools.                                                             

                  In addition, if any of the following events occurs, notice
of such event, including a description of the redemption and voting rights of   
Limited Partners, as set forth in Sections 10(b) and 15, shall be mailed to each
Limited Partner within seven business days after the occurrence of such event:  
(a) a decrease in the Net Asset Value of a Unit as of the close of business on  
any business day to 50% or less of the Net Asset Value for such Unit as of the  
end of the immediately preceding month; (b) any material amendment to this      
Agreement; (c) any change in Trading Advisors or any material change in the     
Management Agreement with a Trading Advisor; (d) any change in Commodity Brokers
or any material change in the compensation arrangements with a Commodity Broker;
(e) any change in general partners or any material change in the compensation   
arrangements with a general partner; (f) any change in the Partnership's fiscal 
year; (g) any material change in the Partnership's trading policies; or (h)     
cessation of Futures Interests trading by the Partnership. In the case of a     
notice given in accordance with clause (a) of the immediately preceding         
sentence: (i) such notice shall also advise Limited Partners that a "Special    
Redemption Date," on a date specified in such notice (but in no event earlier   
than 15, nor later than 45, days after the mailing of such notice), will take   
place as of which Limited Partners may redeem their Units in the same manner as 
provided in Section 10(b) for regular Redemption Dates (a Special Redemption    
Date may take place on a regular Redemption Date); and (ii) following the close 
of business on the date of the 50% decrease giving rise to such notice, the     
Partnership shall liquidate all existing positions as promptly as reasonably    
practicable and shall suspend all Futures Interests trading through the Special 
Redemption Date. Thereafter, the General Partner shall determine whether to     
reinstitute Futures Interests trading or to terminate the Partnership. As used  
herein, "material change in the Partnership's trading policies" shall mean any  
material change in those trading policies specified in Section 8(c).            

                  The Net Asset Value of a Unit shall be determined daily by
the General Partner, and the most recent Net Asset Value calculation shall be   
promptly supplied by the General Partner in writing to any Limited Partner after
the General Partner shall have received a written request from such Partner.    

              In addition, no increase (subject to the limits in the
fourth paragraph of Section 7(e)) in any of the management, incentive, or       
brokerage fees payable by the Partnership, or any caps (other than those        
described in the fourth paragraph of Section 7(e)) on management fees, incentive
fees, brokerage commissions or fees, Transaction Fees and Costs, ordinary       
administrative expenses, or net excess interest or compensating balance         
benefits, all as described in the Prospectus, may take effect until the first   
business day following a Redemption Date, provided that: (i) notice of such     
increase is mailed to each Limited Partner at least five business days prior to 
the last date on which a Request for Redemption must be received by the General 
Partner with respect to the applicable Redemption Date; (ii) such notice shall  
describe the redemption and voting rights of Limited Partners, as set forth in  
Sections 10(b) and 15; and (iii) Limited Partners redeeming Units at the first  
Redemption Date following such notice shall not be subject to the redemption    
charges described in Section 10(b).                                             

10.          TRANSFER; REDEMPTION OF UNITS; EXCHANGE PRIVILEGE.                 

                  (a) TRANSFER. A Limited Partner may transfer or assign his
Units only as provided in this Section 10(a). No transferee or assignee shall   
become a substituted Limited Partner unless the General Partner first consents  
to such transfer or assignment in writing, which consent may be withheld in its 
sole discretion. Any transfer or assignment of Units which is permitted         
hereunder shall be effective as of the end of the month in which such transfer  
or assignment is made; provided, however, that the Partnership need not         
recognize any transfer or assignment until it has received at least 30 days'    
prior written notice thereof from the Limited Partner, which notice shall set   
forth the address and social security or taxpayer identification number of the  
transferee or assignee and the number of Units to be transferred or assigned,   
and which notice shall be signed by the Limited Partner. No transfer or         
assignment of Units will be effective or recognized by the Partnership if the   
transferee or assignee, or the transferor or assignor (if fewer than all Units  
held by the transferor or assignor are being transferred or assigned), would, by
reason of such transfer or assignment, acquire Units which do not meet the      

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minimum initial subscription requirements, as described in the Prospectus;      
provided, however, that the foregoing restriction shall not apply to transfers  
or assignments of Units (i) by the way of gift or inheritance, (ii) to any      
members of the Limited Partner's family, (iii) resulting from divorce,          
annulment, separation or similar proceedings, or (iv) to any person who would be
deemed an Affiliate of the Limited Partner (for purposes of this clause (iv),   
the term "Affiliate" also includes any partnership, corporation, association, or
other legal entity for which such Limited Partner acts as an officer, director  
or partner). No transfer or assignment shall be permitted unless the General    
Partner is satisfied that (i) such transfer or assignment would not be in       
violation of the Act or applicable federal, state, or foreign securities laws,  
and (ii) notwithstanding such transfer or assignment, the Partnership shall     
continue to be classified as a partnership rather than as an association taxable
as a corporation under the Code. No transfer or assignment of Units shall be    
effective or recognized by the Partnership if such transfer or assignment would 
result in the termination of the Partnership for federal income tax purposes,   
and any attempted transfer or assignment in violation hereof shall be           
ineffective to transfer or assign any such Units. Any transferee or assignee of 
Units who has not been admitted to the Partnership as a substituted Limited     
Partner shall not have any of the rights of a Limited Partner, except that such 
person shall receive that share of capital and profits, shall have that right of
redemption, and shall remain subject to the other terms of this Agreement       
binding upon Limited Partners. No Limited Partner shall have any right to       
approve of any person becoming a substituted Limited Partner. The Limited       
Partner shall bear all costs (including any attorneys' and accountants' fees)   
related to such transfer or assignment of his Units.                            

             In the event that the General Partner consents to the
admission of a substituted Limited Partner pursuant to this Section 10(a), the  
General Partner is hereby authorized to take such actions as may be necessary to
reflect such substitution of a Limited Partner.                                 

                   (b) REDEMPTION. Except as set forth below and in accordance
with the terms hereof, a Limited Partner (or any assignee thereof) may withdraw 
all or part of his unredeemed capital contribution and undistributed profits, if
any, by requiring the Partnership to redeem all or part of his Units at the Net 
Asset Value thereof, reduced as hereinafter described (any such withdrawal being
herein referred to as a "Redemption"). Redemptions may only be made in whole    
Units, with a minimum amount of 100 Units required for each redemption, unless a
Limited Partner is redeeming his entire interest in the Partnership.            

               Except as otherwise provided in Section 6, Units may be
redeemed at the option of a Limited Partner as of, but not before, the sixth    
month-end following the closing at which the Limited Partner first becomes a    
Limited Partner of the Partnership or a limited partner of any other partnership
offering Units pursuant to the Prospectus (all such partnerships shall be       
defined collectively as the "Charter Series Partnerships" or individually as a  
"Charter Series Partnership"). Thereafter, Units may be redeemed as of the end  
of any month. However, any Unit redeemed at or prior to the end of the twelfth  
or twenty-fourth full month following the closing at which such Unit was issued 
will be assessed a redemption charge equal to 2% or 1%, respectively, of the Net
Asset Value of a Unit on the date of such redemption. The foregoing charges will
be paid to DWR. A Limited Partner who purchased Units pursuant to a Non-Series  
Exchange (as defined in the Prospectus) will not be subject to the foregoing    
redemption charges with respect to such Units. The number of Units (determined  
on a per closing basis), expressed as a percentage of Units purchased, which is 
not subject to a redemption charge is determined by dividing (a) the dollar     
amount used in a Non-Series Exchange to purchase Units by (b) the total         
investment in the Partnership. Limited Partners who redeem units of limited     
partnership interest in a Charter Series Partnership and have either paid a     
redemption charge with respect to such units, or have held such units for at    
least two years and subsequently purchase Units, will not be subject to         
redemption charges on the new Units under the following conditions: (a) the     
subscriber must subscribe for new Units prior to the one-year anniversary of the
effective date of the redemption of the units of limited partnership in the     
other Charter Series Partnership, (b) the subscriber will not be subject to     
redemption charges with respect to the amount of the subscription for the new   
Units up to the amount of the proceeds of the redemption (net of any redemption 
charges), and (c) the subscriber must hold the newly acquired Units for six     
months from the date of purchase before such Units may be redeemed or exchanged 
pursuant to a Series Exchange. Such subscribers remain subject to the minimum   
purchase and suitability requirements. In addition, redemption charges may not  
be imposed for certain large purchasers of units of limited partnership interest
in the Charter Series Partnerships, as provided in the Prospectus. A Limited    
Partner who redeems Units pursuant to a Series Exchange will not be subject to  
redemption charges with respect to the redeemed Units. Units acquired pursuant  
to a Series Exchange will be deemed as having the same purchase date as the     
Units exchanged for purposes of determining the applicability of any redemption 
charges. Furthermore, a Limited Partner redeeming Units at the first Redemption 
Date following notice of an increase in certain fees in accordance with the     
fourth paragraph of Section 9 will not be subject to the foregoing redemption   
charges. Redemptions of Units will be deemed to be in the order in which they   
are purchased (assuming purchases at more than one                              

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closing), with the Units not subject to a redemption charge being deemed to be  
the first Units purchased at a closing.                                         

                  Redemption of a Limited Partner's Units shall be effective
as of the last day of the first month ending after an irrevocable Request for   
Redemption in proper form shall have been received by the General Partner       
("Redemption Date"); provided, that all liabilities, contingent or otherwise, of
the Partnership (except any liability to Partners on account of their capital   
contributions) shall have been paid or there shall remain property of the       
Partnership sufficient to pay them. As used herein, "Request for Redemption"    
shall mean a letter in the form specified by the General Partner and received by
the General Partner by 5:00 p.m. (New York City time) at least five business    
days prior to the date on which such Redemption is to be effective. A form of   
Request for Redemption is annexed to this Agreement. Additional forms of Request
for Redemption may be obtained by written request to the General Partner.       

                    Upon Redemption, a Limited Partner (or any assignee thereof)
shall receive from the Partnership for each Unit redeemed an amount equal to the
Net Asset Value thereof as of the Redemption Date, less any redemption charges  
and any amount owing by such Partner (and his assignee, if any) to the          
Partnership pursuant to Section 14(d). If a Redemption is requested by an       
assignee, all amounts owed to the Partnership under Section 14(d) by the Partner
to whom such Unit was sold, as well as all amounts owed by all assignees of such
Unit, shall be deducted from the Net Asset Value of such Unit upon Redemption.  
The General Partner shall endeavor to pay Redemptions within 10 business days   
after the Redemption Date, except that under special circumstances (including,  
but not limited to, the inability on the part of the Partnership to liquidate   
Futures Interests positions or the default or delay in payments which shall be  
due the Partnership from commodity brokers, banks, or other persons), the       
Partnership may delay payment to Partners requesting Redemption of Units of the 
proportionate part of the Net Asset Value of the Units represented by the sums  
which are the subject of such default or delay. Redemptions will be made by     
credit to the Limited Partner's customer account with DWR or by check mailed to 
the Limited Partner if such account is closed. The General Partner may, in its  
absolute discretion, waive any restrictions or charges applicable to            
redemptions.                                                                    

                 The foregoing terms and conditions in this Section 10(b),
other than those in the second paragraph hereof prohibiting redemptions before  
the sixth month-end following the closing at which a person first becomes a     
Limited Partner, shall also apply to redemptions effected on "Special Redemption
Dates" held in accordance with Section 9.                                       

                 The General Partner shall be authorized to execute, file,
record, and publish, on behalf of the Partnership and each Partner, such        
amendments to this Agreement and such other documents as shall be necessary or  
desirable to reflect any Redemption pursuant to this Section 10(b).             

                    (c) EXCHANGE PRIVILEGE. Except as set forth below, a Limited
Partner (or any assignee thereof) may redeem his Units effective as of the last 
business day of any month and authorize the General Partner to use the net      
proceeds of such redemption to purchase units of limited partnership interest of
another Charter Series Partnership (such a transfer between Charter Series      
Partnerships being herein referred to as a "Series Exchange"). Series Exchanges 
shall only be permitted by a Limited Partner as of, but not before, the sixth   
month-end following the closing at which a Limited Partner first became a       
limited partner of a Charter Series Partnership. The minimum amount of any      
Series Exchange is 500 Units, unless a Limited Partner is liquidating his entire
interest in the other Charter Series Partnerhip; provided, however, that the    
minimum amount of a Series Exchange for Limited Partners that already own Units 
in the Charter Series Partnership being purchased and desire to make an         
additional investment in such Partnership is 100 Units.                         

                    A Series Exchange shall be effective as of the last business
day of the month ending after an Exchange Agreement and Power of Attorney in    
proper form has been received by the General Partner ("Exchange Date"),         
provided, that the Partnership has assets sufficient to discharge its           
liabilities and to redeem Units on the Exchange Date. As used herein, "Exchange 
Agreement and Power of Attorney" shall mean the form annexed to the Prospectus  
as Exhibit B, sent by a Limited Partner (or any assignee thereof) to a DWR      
branch office and received by the General Partner at least 5 business days prior
to the Exchange Date. Additional forms of the Exchange Agreement and Power of   
Attorney may be obtained by written request to the General Partner or from a    
local DWR branch office. Upon requesting a Series Exchange, a Limited Partner   
shall have authorized the General Partner to redeem the number of Units         
specified therein and to utilize the net proceeds of such redemption to purchase
an amount of units of limited partnership interest of one or more other Charter 
Series Partnerships as specified in the Exchange Agreement and Power of         
Attorney. The General Partner shall cause the net proceeds of the redemption to 
be delivered to the Charter Series Partnership(s) issuing and selling units of  
limited partnership interest to the redeeming Limited Partner, and shall cause  
to be mailed to such Limited Partner, within 20 business days after such        
Exchange Date, a written confirmation thereof.                                  

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               At the next closing on the sale of Units following each
Exchange Date, the Partnership shall issue and sell Units with a total Net Asset
Value equal to the net proceeds of redemptions from limited partners of other   
Charter Series Partnerships requesting Units on a Series Exchange, provided,    
that the General Partner, in its capacity as the general partner of each of the 
Charter Series Partnerships, has (i) timely received a properly executed        
Exchange Agreement and Power of Attorney verifying that such units of limited   
partnership interest in the other Charter Series Partnership(s) subject to such 
Series Exchange are owned by the person requesting such Series Exchange and     
acknowledging that the limited partner thereof remains eligible to purchase     
Units, and (ii) caused the net proceeds from units of limited partnership       
interest in the other Charter Series Partnership(s) being redeemed to be        
transferred to the Partnership in payment of such Units. Each Unit to be        
purchased with the net proceeds of a redemption of units of limited partnership 
interest from another Charter Series Partnership shall be issued and sold by the
Partnership at a price per Unit equal to 100% of the Net Asset Value of a Unit  
as of the close of business on the relevant Exchange Date.                      

                   Each Limited Partner understands that its ability to effect
a Series Exchange in another Charter Series Partnership is conditioned upon     
units of limited partnership interest of other Charter Series Partnerships being
registered and qualified for sale pursuant to a current Prospectus immediately  
prior to each Exchange Date. The General Partner shall not have any obligation  
to have units of limited partnership interest in other Charter Series           
Partnerships registered. There can be no assurance that any or a sufficient     
number of such units of limited partnership interest will be available for sale 
on the Exchange Date. If units of limited partnership interest are not          
registered or qualified for sale under either federal or applicable state       
securities laws, the General Partner will not be able to effect a Series        
Exchange for the Limited Partner. Furthermore, certain states may impose        
significant burdens on, or alter the requirements for, qualifying units of      
limited partnership interest for sale and in such cases, the General Partner may
elect not to continue to qualify units of limited partnership interest for sale 
in such state or states, and a resident thereof would not be eligible for a     
Series Exchange. In the event that not all Exchange Agreements and Powers of    
Attorney can be processed because an insufficient number of units of limited    
partnership interest are available for sale on an Exchange Date, the General    
Partner is hereby authorized to allocate units of limited partnership interest  
in any manner which it deems is reasonable under the circumstances and may      
allocate a substantial portion of such units of limited partnership interest to 
new subscribers for Units.                                                      

                  The General Partner, on behalf of the Partnership and each
Partner, is authorized to execute, file, record, and publish such amendments to 
this Agreement and such other documents as shall be necessary to reflect any    
Series Exchange pursuant to this Section 10(c).                                 

11.          SPECIAL POWER OF ATTORNEY.                                         

                 Each Limited Partner, by the execution of this Agreement,
does irrevocably constitute and appoint the General Partner, with full power of 
substitution, as his true and lawful agent and attorney-in-fact, in his name,   
place, and stead, (a) to execute, acknowledge, swear to, deliver, file, and     
record in his behalf in the appropriate public offices and publish: (i) this    
Agreement and the Certificate of Limited Partnership and amendments thereto;    
(ii) all instruments that the General Partner deems necessary or appropriate to 
reflect any amendment, change, or modification of this Agreement or the         
Certificate of Limited Partnership made in accordance with the terms of this    
Agreement; (iii) certificates of assumed name; and (iv) all instruments that the
General Partner deems necessary or appropriate to qualify or maintain the       
qualification of the Partnership to do business as a foreign limited partnership
in other jurisdictions; and (b) to admit additional Limited Partners and, to the
extent that it is necessary under the laws of any jurisdiction, to execute,     
deliver, and file amended certificates or agreements of limited partnership or  
other instruments to reflect such admission. The Power of Attorney granted      
herein shall be irrevocable and deemed to be a power coupled with an interest   
and shall survive the incapacity, death, dissolution, liquidation, or           
termination of a Limited Partner. Each Limited Partner hereby agrees to be bound
by any representation made by the General Partner and by any successor thereto  
acting in good faith pursuant to such Power of Attorney. Each Limited Partner   
agrees to execute a special Power of Attorney on a document separate from this  
Agreement. In the event of any conflict between this Agreement and any          
instruments filed by such attorney-in-fact pursuant to the Power of Attorney    
granted in this Section 11, this Agreement shall control.                       

12.          WITHDRAWAL OF PARTNERS.                                            

                 The Partnership shall terminate and be dissolved upon the
withdrawal, insolvency, bankruptcy, dissolution, liquidation, or termination of 
the General Partner (unless a new general partner(s) is elected pursuant to     
Section 15(c) and such remaining general partner(s) shall have elected to       
continue the business of                                                        

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the Partnership, which any remaining general partner(s) shall have the right to 
do). The General Partner shall not withdraw or assign all of its interest at any
time without giving the Limited Partners 120 days' prior written notice of its  
intention to withdraw or assign, and, if the Limited Partners thereupon elect a 
new general partner or partners pursuant to Section 15(c) which elect(s) to     
continue the business of the Partnership, the withdrawing General Partner shall 
pay all reasonable expenses incurred by the Partnership in connection with such 
withdrawal. The General Partner shall be paid the Net Asset Value of its        
interests in the Partnership as of the date of such withdrawal.                 

                    The death, incompetency, withdrawal, insolvency, bankruptcy,
termination, liquidation, or dissolution of a Limited Partner shall not         
terminate or dissolve the Partnership, and such Limited Partner, his estate,    
custodian, or personal representative shall have no right to withdraw or value  
such Limited Partner's interest in the Partnership except as provided in Section
10. Each Limited Partner (and any assignee of such Partner's interest) expressly
agrees that in the event of his death, he waives on behalf of himself and his   
estate and he directs the legal representative of his estate and any person     
interested therein to waive the furnishing of any inventory, accounting, or     
appraisal of the assets of the Partnership and any right to an audit or         
examination of the books of the Partnership (except to the extent permissible   
under the sixth paragraph of Section 8(e)).                                     

13.          NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.                       

                    Subject to Section 14, neither the General Partner, DWR, nor
any Affiliate thereof shall be personally liable for the return or repayment of 
all or any portion of the capital or profits of any Partner (or assignee), it   
being expressly agreed that any such return of capital or profits made pursuant 
to this Agreement shall be made solely from the assets (which shall not include 
any right of contribution from the General Partner) of the Partnership.         

14.          STANDARD OF LIABILITY; INDEMNIFICATION.                            

              (a) STANDARD OF LIABILITY. The General Partner and its
Affiliates shall not be liable to the Partnership, the Limited Partners, or its 
or their successors or assigns, for any act, omission, conduct or activity      
undertaken by or on behalf of the Partnership which the General Partner         
determines, in good faith, to be in the best interests of the Partnership,      
unless such act, omission, conduct, or activity constituted misconduct or       
negligence.                                                                     

               (b) INDEMNIFICATION BY THE PARTNERSHIP. The Partnership
shall indemnify, defend, and hold harmless the General Partner and its          
Affiliates from and against any loss, liability, damage, cost, or expense       
(including attorneys' and accountants' fees and expenses incurred in defense of 
any demands, claims, or lawsuits) actually and reasonably incurred arising from 
any act, omission, activity, or conduct undertaken by or on behalf of the       
Partnership, including, without limitation, any demands, claims, or lawsuits    
initiated by a Limited Partner (or assignee thereof), provided that (1) the     
General Partner has determined, in good faith, that the act, omission, activity,
or conduct giving rise to the claim for indemnification was in the best         
interests of the Partnership, and (2) the act, omission, activity, or conduct   
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 General Partner nor any of its          
Affiliates nor any person acting as a broker-dealer 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 (1) there has been 
a successful adjudication on the merits of each count involving alleged         
securities law violations as to the particular indemnitee, or (2) such claims   
have been dismissed with prejudice on the merits by a court of competent        
jurisdiction as to the particular indemnitee, or (3) 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 that  
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 General Partner or any Affiliate thereof is a party    
defendant, any such person shall be indemnified only to the extent and subject  
to the conditions specified in the Act and this Section 14(b). The Partnership  
shall make advances to the General Partner 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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                  Nothing contained in this Section 14(b) shall increase the
liability of any Limited Partner to the Partnership beyond the amount of his    
unredeemed capital contribution, undistributed profits, if any, and any amounts 
received on distributions and redemptions and deemed received on Series         
Exchanges, together with interest thereon. All rights to indemnification and    
payment of attorneys' and accountants' fees and expenses shall not be affected  
by the termination of the Partnership or the withdrawal, insolvency, or         
dissolution of the General Partner.                                             

                   The Partnership shall not incur the cost of that portion of
liability insurance which insures the General Partner and its Affiliates for any
liability as to which the General Partner and its Affiliates are prohibited from
being indemnified.                                                              

          (c) AFFILIATE. As used in this Agreement, the term
"Affiliate" of a person 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 person; (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    
person; (iii) any natural person, partnership, corporation, association, or     
other legal entity directly or indirectly controlling, controlled by, or under  
common control with, such person; or (iv) any officer, director or partner of   
such person. Notwithstanding the foregoing, solely for purposes of determining  
eligibility for indemnification under Section 14(b), the term "Affiliate" shall 
include only those persons performing services for the Partnership.             

              (d) INDEMNIFICATION BY PARTNERS. In the event that the
Partnership is made a party to any claim, demand, dispute, or litigation or     
otherwise incurs any loss, liability, damage, cost, or expense as a result of,  
or in connection with, any Partner's (or assignee's) obligations or liabilities 
unrelated to the Partnership's business, such Partner (or assignees             
cumulatively) shall indemnify, defend, hold harmless, and reimburse the         
Partnership for such loss, liability, damage, cost, and expense to which the    
Partnership shall become subject (including attorneys' and accountants' fees and
expenses).                                                                      

15.          AMENDMENTS; MEETINGS.                                              

                  (a) AMENDMENTS WITH CONSENT OF THE GENERAL PARTNER. If, at
any time during the term of the Partnership, the General Partner shall deem it  
necessary or desirable to amend this Agreement, such amendment shall be         
effective only if embodied in an instrument approved by the General Partner and 
by Limited Partners owning more than 50% of the Units then outstanding, and if  
made in accordance with, and to the extent permissible under, the Act. Any      
amendment to this Agreement or actions taken pursuant to this Section 15 that   
shall have been approved by the percentage of outstanding Units prescribed above
shall be deemed to have been approved by all Limited Partners. Notwithstanding  
the foregoing, the General Partner shall be authorized to amend this Agreement  
without the consent of any Limited Partner in order to: (i) change the name of  
the Partnership or cause the Partnership to transact business under another     
name; (ii) clarify any inaccuracy or any ambiguity, or reconcile any            
inconsistent provisions herein; (iii) make any amendment to this Agreement,     
provided that such amendment is not adverse to the Limited Partners; (iv) effect
the intent of the allocations proposed herein to the maximum extent possible and
to the extent necessary to comply with the Code or the interpretations thereof  
affecting such allocations, as same may be amended from time to time; (v)       
attempt to ensure that the Partnership is not taxed as an association taxable as
a corporation for federal income (or relevant state income or franchise) tax    
purposes; (vi) qualify or maintain the qualification of the Partnership as a    
limited partnership in any jurisdiction; (vii) delete, add or modify any        
provision of or to this Agreement required to be deleted, added or modified by  
the staff of the SEC, the CFTC, any other federal agency, any state "Blue Sky"  
official, or other governmental official, or in order to opt to be governed by  
any amendment or successor to the Act, or to comply with applicable law; (viii) 
make any modification to this Agreement to reflect the admission of additional  
or substitute general partners and to reflect any modification to the net worth 
and minimum investment requirements applicable to the General Partner and any   
other general partner, as contemplated by Sections 5 and 6 hereof; (ix) make any
amendment that is appropriate or necessary, in the opinion of the General       
Partner, to prevent the Partnership or the General Partner or its directors,    
officers or controlling persons from in any manner being subject to the         
provisions of the Investment Company Act of 1940, as amended (the "1940 Act"),  
the Investment Advisers Act of 1940, as amended (the "Advisers Act"), or "plan  
asset" regulations adopted under the Employee Retirement Income Security Act of 
1974, as amended; and (x) to make any amendment that is appropriate or          
necessary, in the opinion of the General Partner, to qualify the Partnership    
under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if 
the General Partner is informed that doing so is necessary. Any such            
supplemental or amendatory agreement shall be adhered to and have the same force
and effect from and after its effective date as if the same had originally      

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been embodied in, and formed a part of, this Agreement; provided, however, that 
no such supplemental or amendatory agreement shall, without the consent of all  
Partners affected thereby, change or alter the provisions of this proviso,      
reduce the capital account of any Partner, or modify the percentage of profits, 
losses or distributions to which any Partner is entitled.                       

                    (b) MEETINGS. Any Limited Partner or his authorized attorney
or agent, upon written request to the General Partner, delivered either in      
person or by certified mail, and upon payment of reasonable duplicating and     
postage costs, shall be entitled to obtain from the General Partner by mail a   
list of the names and addresses of record of all Limited Partners and the number
of Units owned by each.                                                         

            Upon receipt of a written request, signed by Limited
Partners owning at least 10% of the Units then owned by Limited Partners, that a
meeting of the Partnership be called to vote upon any matter upon which all     
Limited Partners may vote pursuant to this Agreement, the General Partner, by   
written notice to each Limited Partner of record sent by certified mail or      
delivered in person within 15 days after such receipt, shall call a meeting of  
the Partnership. Such meeting shall be held at least 30 but not more than 60    
days after the mailing of such notice, and such notice shall specify the date, a
reasonable place and time, and the purpose of such meeting.                     

                 (c) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE GENERAL
PARTNER. At any meeting of the Limited Partners, upon the affirmative vote      
(which may be in person or by proxy) of Limited Partners owning more than 50% of
the Units then owned by Limited Partners, the following actions may be taken    
without the consent of the General Partner: (i) this Agreement may be amended in
accordance with, and only to the extent permissible under, the Act; provided,   
however, that no such amendment shall, without the consent of all Partners      
affected thereby, change or alter the provisions of this proviso, reduce the    
capital account of any Partner, or modify the percentage of profits, losses, or 
distributions to which any Partner is entitled; (ii) the Partnership may be     
dissolved; (iii) the General Partner may be removed and replaced; (iv) a new    
general partner or general partners may be elected if the General Partner       
terminates or liquidates or elects to withdraw from the Partnership pursuant to 
Section 12, or becomes insolvent, bankrupt, or is dissolved; (v) any contracts  
with the General Partner or any of its Affiliates may be terminated without     
penalty on not less than 60 days' prior written notice; and (vi) the sale of all
or substantially all of the assets of the Partnership may be approved.          
Notwithstanding the foregoing, no such action shall adversely affect the status 
of the Limited Partners as limited partners under the Act or the classification 
of the Partnership as a partnership under the federal income tax laws, and Units
owned by the General Partner and any Affiliate thereof shall not be voted on the
matters described in clauses (iii) and (v) above. Any action which shall have   
been approved by the percentage of outstanding Units prescribed above shall be  
deemed to have been approved by all Limited Partners.                           

            (d) ACTION WITHOUT MEETING. Notwithstanding contrary
provisions of this Section 15 covering notices to, meetings of, and voting by   
Limited Partners, any action required or permitted to be taken by Limited       
Partners at a meeting or otherwise may be taken by Limited Partners without a   
meeting, without prior notice, and without a vote if a consent in writing       
setting forth the action so taken shall be signed by Limited Partners owning    
Units having not fewer than the minimum number of votes that would be necessary 
to authorize or take such action at a meeting of Limited Partners at which all  
outstanding Units shall have been present and voted. Notice of the taking of    
action by Limited Partners without a meeting by less than unanimous written     
consent of the Limited Partners shall be given to those Limited Partners who    
shall not have consented in writing within seven business days after the        
occurrence thereof.                                                             

                   (e) AMENDMENTS TO CERTIFICATE OF LIMITED PARTNERSHIP. If an
amendment to this Agreement shall be made pursuant to this Section 15, the      
General Partner shall be authorized to execute, acknowledge, swear to, deliver, 
file, record, and publish, on behalf of the Partnership and each Partner, such  
amendments to the Certificate of Limited Partnership as shall be necessary or   
desirable to reflect such amendment.                                            

16.          INDEX OF DEFINED TERMS.                                            

                                                                [Download Table]
                                                                  
DEFINED TERM                                              SECTION 
1940 Act.............................................     15(a)   
Act..................................................     1       
Advisers Act.........................................     15(a)   
Affiliate............................................     14(c)   
Agreement............................................     Preamble
CEAct................................................     8(e)    
Certificate of Limited Partnership...................     1       

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                                                                [Download Table]
                                                                  
DEFINED TERM                                              SECTION 
CFTC.................................................     3       
Charter Series Partnership(s)........................     10(b)   
Code.................................................     7(c)(4) 
Commodity Broker.....................................     6       
Customer Agreement...................................     8(b)    
Determination Date...................................     7(b)    
DWR..................................................     6       
Exchange Agreement and Power of Attorney.............     10(c)   
Exchange Date........................................     10(c)   
Futures Interests....................................     3       
General Partner......................................     Preamble
Initial Closing......................................     6       
Initial Offering.....................................     6       
Limited Partners.....................................     Preamble
Management Agreement.................................     8(b)    
MS & Co..............................................     6       
MSDW.................................................     6       
NASAA Guidelines.....................................     5       
Net Asset Value......................................     7(d)(2) 
Net Assets...........................................     7(d)(1) 
NFA..................................................     6       
Non-Series Exchange..................................     10(b)   
Partners.............................................     Preamble
Partnership..........................................     1       
Prospectus...........................................     6       
Pyramiding...........................................     8(c)(5) 
Redemption...........................................     10(b)   
Redemption Date......................................     10(b)   
Request for Redemption...............................     10(b)   
SEC..................................................     5       
Selling Agent........................................     6       
Series Exchange......................................     10(c)   
Special Redemption Date..............................     9       
Trading Advisor......................................     6       
Trading Profits......................................     7(e)    
Transaction Fees and Costs...........................     7(e)    
Unit(s) of General Partnership Interest..............     6       
Unit(s)..............................................     6       

17.          GOVERNING LAW.                                                     

                THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE,
INCLUDING, SPECIFICALLY, THE ACT (WITHOUT REGARD TO ITS CHOICE OF LAW           
PRINCIPLES); PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL 
OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 17.              

18.          MISCELLANEOUS.                                                     

                (a) PRIORITY AMONG LIMITED PARTNERS. Except as otherwise
specifically set forth in this Agreement, no Limited Partner shall be entitled  
to any priority or preference over any other Limited Partner in regard to the   
affairs of the Partnership.                                                     

                    (b) NOTICES. All notices and requests to the General Partner
under this Agreement (other than Requests for Redemption, and notices of        
assignment or transfer, of Units) shall be in writing and shall be effective    
upon personal delivery or, if sent by registered or certified mail, postage     
prepaid, addressed to the General Partner at                                    

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Two World Trade Center, 62nd Floor, New York, New York 10048 (or such other     
address as the General Partner shall have notified the Limited Partners), upon  
the deposit of such notice in the United States mail. Requests for Redemption,  
and notices of assignment or transfer of Units shall be effective upon timely   
receipt by the General Partner. Except as otherwise provided herein, all reports
and notices hereunder shall be in writing and shall be sent by first-class mail 
to the last known address of the Limited Partner.                               

             (c) BINDING EFFECT. This Agreement shall inure to the
benefit of, and be binding upon, all of the parties, their successors, assigns  
as permitted herein, custodians, estates, heirs, and personal representatives.  
For purposes of determining the rights of any Partner or assignee hereunder, the
Partnership and the General Partner may rely upon the Partnership's records as  
to who are Partners and assignees, and all Partners and assignees agree that    
their rights shall be determined and that they shall be bound thereby, including
all rights that they may have under Section 15.                                 

                  (d) CAPTIONS. Captions in no way define, limit, extend, or
describe the scope of this Agreement nor the effect of any of its provisions.   

                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.                           

                                                        [Enlarge/Download Table]
                                                                                                   
ADDITIONAL LIMITED PARTNERS:                      GENERAL PARTNER:                                 
By:     Demeter Management Corporation,                                                            
                    General Partner, as                                                            
Authorized Agent and                              DEMETER MANAGEMENT                               
                    Attorney-in-Fact              CORPORATION                                      

By:.............................................. By:..............................................
            Mark J. Hawley, President                         Mark J. Hawley, President            

                                                  INITIAL LIMITED PARTNER:                         

                                                  .................................................
                                                                   Mark J. Hawley                  

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                                                        [Enlarge/Download Table]
                                                                                           
MFAD USE ONLY:............................... CLOSING DATE:................................

--------------------------------------------------------------------------------

REQUEST FOR REDEMPTION: DEAN WITTER MANAGED FUTURES FUNDS 

THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED        
PARTNER'S LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL   
PARTNER (DEMETER MANAGEMENT CORPORATION, TWO WORLD TRADE CENTER, 62ND FLOOR, NEW
YORK, N.Y., 10048) AT LEAST 5 BUSINESS DAYS PRIOR TO THE LAST DAY OF THE MONTH  
IN WHICH THE REDEMPTION IS TO BE EFFECTIVE. THIS FORM CANNOT BE FAXED.          

                                                        [Enlarge/Download Table]
                                                                                                 
.........................., 19  .................................................................
           (DATE)                         (PRINT OR TYPE DEAN WITTER ACCOUNT NUMBER)             

             I hereby request redemption (effective as of the next
applicable date as of which redemption is permitted as set forth in the Limited 
Partnership Agreement of the Partnership for which redemption is requested,     
subject to all terms and conditions set forth therein) of my capital account in 
an amount equal to the respective Net Asset Value, as defined in the Limited    
Partnership Agreement, of the following Unit(s) of Limited Partnership Interest 
("Units"), less any amounts specified in the Limited Partnership Agreement.     

COMPLETE ONLY ONE SECTION -- A, B, C OR D - PER FORM
--------------------------------------------------------------------------------

SECTION A 

SPECTRUM SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 50 UNITS, UNLESS 
A LIMITED 
PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH PARTNERSHIP. 

                                                                [Download Table]
                                                       
[DWSB] Spectrum Global Balanced  Entire Interest  Units
[DWSS] Spectrum Strategic        Entire Interest  Units
[DWST] Spectrum Technical        Entire Interest  Units
[DWSF] Spectrum Select           Entire Interest  Units

--------------------------------------------------------------------------------

SECTION B 

CORNERSTONE FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH 
PARTNERSHIP.

                                                                [Download Table]
                                                             
[CFCFB] Cornerstone Fund II   Entire Interest  Units  $  ,000
[CFCFC] Cornerstone Fund III  Entire Interest  Units  $  ,000
[CFCFD] Cornerstone Fund IV   Entire Interest  Units  $  ,000

--------------------------------------------------------------------------------

SECTION C 

CHARTER SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 100 UNITS, UNLESS 
A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.

                                                                [Download Table]
                                                                              
[    ] Charter Graham                  Entire Interest                   Units
[    ] Charter Millburn                Entire Interest                   Units
[    ] Charter Welton                  Entire Interest                   Units

--------------------------------------------------------------------------------

SECTION D 

OTHER MANAGED FUTURES FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH 
PARTNERSHIP.

MARK ONE FUND ONLY (USE ONE FORM PER FUND):                                     
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                  
[CFF] Columbia Futures Fund          [MSTAF] Morgan Stanley Tangible Asset Fund       Entire      
[DFF] Diversified Futures Fund       [PGF] Multi-Market Portfolio                   Interest      
[DFF2] Diversified Futures Fund II   [PPF] Principal Plus Fund                         Units      
[DFF3] Diversified Futures Fund III  [PSF] Portfolio Strategy Fund                                
[GPP] Global Perspective Portfolio   [WCF] World Currency Fund                   $            ,000
[IAF] International Access Fund                                                                   

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ACCOUNT INFORMATION AND SIGNATURES

I understand that I may only redeem Units at such times as are specified in the 
Limited Partnership Agreement and that, under certain circumstances described   
therein, I may be subject to a redemption charge.                               

I (either in my individual capacity or as an authorized representative of an    
entity, if applicable) hereby represent and warrant that I am the true, lawful  
and beneficial owner of Units (or fractions thereof) to which this Request for  
Redemption relates, with full power and authority to request redemption. The    
Units (or fractions thereof) which are the subject of this request are not      
subject to any pledge or otherwise encumbered in any fashion. My signature has  
been represented by a member of a registered national securities exchange.      

SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED 
TYPE OR PRINT ALL INFORMATION BELOW 
--------------------------------------------------------------------------------

1.     ACCOUNT INFORMATION                                                      
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                               
............................................... ...............................................
          (Name of Limited Partner)                     (Dean Witter Account Number)           

Address.........................................................................

(Street)

    ............................................................................

        (City)        (State or Province)              (Zip Code or Postal Code)

--------------------------------------------------------------------------------

2.A.     SIGNATURE(S) OF INDIVIDUAL PARTNER(S) OR ASSIGNEE(S) INCLUDING IRAS    

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                               
X.............................................. ...............................................
                  (Signature)                                       (Date)                     

X.............................................. ...............................................
                  (Signature)                                       (Date)                     

--------------------------------------------------------------------------------

2.B.     SIGNATURE OF ENTITY PARTNER OR ASSIGNEE                                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                               
............................................... By: X..........................................
              (Name of Entity)                    (Authorized officer, partner, trustee or     
                                                    custodian. If a corporation, include       
                                                  certified copy of authorized resolution.)    
...............................................                                                
                   (Date)                                                                      

--------------------------------------------------------------------------------

3.     BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY                            
--------------------------------------------------------------------------------

We, the undersigned Financial Advisor and Branch Manager, represent that the    
above signature(s) is/are true and correct.                                     

                                                        [Enlarge/Download Table]
                                                                                                
X..............................................  By: X..........................................
    (Financial Advisor MUST sign and date)             (Branch Manager MUST sign and date)      

 ...............................................                                                
           (Branch Telephone Number)               Please enter a SELL order upon receipt of a  
                                                        completed Request for Redemption.       

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                                                                       EXHIBIT B

SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY 
MORGAN STANLEY DEAN WITTER CHARTER SERIES 
UNITS OF LIMITED PARTNERSHIP INTEREST SUBSCRIPTION AND EXCHANGE INSTRUCTIONS

    Subscribers purchasing Units for cash hereby are
"Subscribers." Subscribers who are (i) redeeming units in another commodity pool
for which the General Partner serves as the general partner and commodity pool  
operator or (ii) redeeming Units in a Charter Series Partnership pursuant to a  
Series Exchange are "Exchange Subscribers." Subscribers and Exchange Subscribers
should follow the instructions below.                                           

SUBSCRIPTION INSTRUCTIONS 

               ANY PERSON DESIRING TO SUBSCRIBE FOR UNITS SHOULD CAREFULLY
READ AND REVIEW THE PROSPECTUS DATED *, 1998 (THE "PROSPECTUS") AND THIS        
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY ("AGREEMENT"). BY     
SIGNING THIS AGREEMENT, A SUBSCRIBER OR EXCHANGE SUBSCRIBER WILL BE DEEMED TO   
MAKE EACH APPLICABLE REPRESENTATION AND WARRANTY AND SATISFY ANY APPLICABLE     
SPECIAL STATE SUITABILITY REQUIREMENT SET FORTH IN THIS AGREEMENT ON PAGES 2-4, 
SO PLEASE MAKE SURE THAT YOU SATISFY ALL APPLICABLE PROVISIONS IN THOSE SECTIONS
BEFORE SIGNING THIS AGREEMENT.                                                  

                SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY ON
PAGES 6 AND 7, AND EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS
ONLY ON PAGES 8 AND 9, USING BLACK INK, AS FOLLOWS:                             

                                                        [Enlarge/Download Table]
                                                                                                                 
Item 1 (pages 6-7 or                                                                                             
       pages 8-9)                       --Enter Dean Witter Reynolds Inc. ("DWR") Account Number.                
                                        --Enter the Social Security Number or Taxpayer ID Number and check the   
                                            appropriate box to indicate the type of entity that is subscribing.  
                                            In case of joint ownership, either Social Security Number may be     
                                            used.                                                                
                                        --Each subscriber must (i) if a United States taxable subscriber, review 
                                            the representation relating to backup withholding tax under "United  
                                            States Taxable Investors Only" on Page 6 (for Subscribers) or Page 8 
                                            (for Exchange Subscribers) or (ii) if a non-United States subscriber,
                                            review the representation relating to such subscriber's              
                                            classification as a non-resident alien for United States federal     
                                            income tax purposes under "Non-United States Investors Only" on Page 
                                            6 (for Subscribers) or Page 8 (for Exchange Subscribers).            
                                            SUBSCRIBER(S) AND EXCHANGE SUBSCRIBER(S) MUST SIGN BELOW THE TAX     
                                            REPRESENTATION IN ITEM 1 ON PAGE 6 OR 8.                             
                                        --Enter the exact name in which the Units are to be held based on        
                                            ownership type, and enter residency and other information.           
                                        --Enter taxable year of subscriber, if other than calendar year.         
                                        --Check box if the subscriber is a non-resident alien that is a dealer in
                                            commodities or is otherwise engaged in a trade or business within the
                                            U.S.                                                                 
                                        --If there is a co-subscriber, trustee or custodian, complete applicable 
                                            information.                                                         
                                        --Each subscriber purchasing Units as custodian for a minor: (i) if a    
                                            gift to minor not made with minor's funds, net worth and annual      
                                            income representations apply only to subscriber, or (ii) if not a    
                                            gift, net worth and annual income representations apply only to such 
                                            minor.                                                               
                                        --Each subscriber purchasing Units as a trustee or custodian of an       
                                            employee benefit plan with an individual beneficiary or of an        
                                            individual retirement account ("IRA") at the direction of the        
                                            beneficiary of such plan or IRA: net worth and annual income         
                                            representations apply only to the beneficiary of such plan or        
                                            account.                                                             
Item 1 For Signatories to Subscription  --Enter the dollar amount or number of Units of the subscription for each
              Signature Page (page 6)       Partnership (see "Subscription Procedure" in the Prospectus for      
                                            minimum investment requirements).                                    
Item 1 For Signatories to Exchange      --Enter the symbol(s) of the limited partnership(s) from which units are 
              Signature Page (page 8)       to be redeemed; specify the quantity to be redeemed (entire interest 
                                            or number of whole units).                                           
Item 2 (page 7 or 9)                    --Each subscriber must execute the Agreement Signature Page (on Page 7   
                                            (for Subscribers) or Page 9 (for Exchange Subscribers)).             
Item 3 (page 7 or 9)                    --Financial Advisor and Branch Manager must complete the required        
                                            information.                                                         
                                        --This Agreement must be mailed to Dean Witter Reynolds Inc. at Two World
                                            Trade Center, 62nd Floor, New York, New York 10048-0026.             

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MORGAN STANLEY DEAN WITTER CHARTER SERIES 

--------------------------------------------------------------------------------

SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY 

           Any person subscribing for Units of Limited Partnership
Interest ("Units") in the Morgan Stanley Dean Witter Charter Series, consisting 
of three commodity pool limited partnerships, Morgan Stanley Dean Witter Charter
Graham L.P., Morgan Stanley Dean Witter Charter Millburn L.P. and Morgan Stanley
Dean Witter Charter Welton L.P. (each, a "Partnership," and collectively, the   
"Partnerships"), should carefully read and review the Partnerships' Prospectus  
dated                   *, 1998 (the "Prospectus"). Capitalized terms used below
and not defined in this Subscription and Exchange Agreement and Power of        
Attorney ("Agreement") are defined (and described in detail) in the Prospectus. 

                For Signatories to Subscription Signature Page: By executing
the Signature Page of this Agreement, the undersigned Subscriber ("Subscriber") 
irrevocably subscribes for Units in one or more of the Partnerships at the price
per Unit described in the Prospectus.                                           

                For Signatories to Exchange Signature Page: By executing the
Signature Page of this Agreement, the undersigned Subscriber ("Subscriber")     
irrevocably redeems the units of limited partnership interest of the limited    
partnership indicated on the signature page of this Agreement and, with the     
proceeds of such redemption, hereby irrevocably subscribes for Units in one or  
more of the Partnerships at the price per Unit described in the Prospectus.     

             NOTWITHSTANDING THE FOREGOING, SUBSCRIBER MAY REVOKE THIS
AGREEMENT, AND RECEIVE A FULL REFUND OF THE SUBSCRIPTION AMOUNT AND ANY ACCRUED 
INTEREST THEREON (OR REVOKE THE REDEMPTION OF UNITS IN THE OTHER LIMITED        
PARTNERSHIP IN THE CASE OF AN EXCHANGE), WITHIN FIVE BUSINESS DAYS AFTER        
EXECUTION OF THIS AGREEMENT OR NO LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON  
THE DATE OF THE APPLICABLE CLOSING, WHICHEVER COMES FIRST, BY DELIVERING WRITTEN
NOTICE TO SUBSCRIBER'S DWR FINANCIAL ADVISOR. If this Agreement is accepted,    
Subscriber agrees to contribute Subscriber's subscription to each Partnership   
designated herein and to be bound by the terms of each such Partnership's       
Limited Partnership Agreement, included as Exhibit A to the Prospectus (the     
"Limited Partnership Agreement"). BY EXECUTION OF THE SIGNATURE PAGE ATTACHED   
HERETO, SUBSCRIBER SHALL BE DEEMED TO HAVE EXECUTED THIS AGREEMENT AND THE      
LIMITED PARTNERSHIP AGREEMENT (INCLUDING THE POWERS OF ATTORNEY HEREIN AND      
THEREIN).                                                                       

--------------------------------------------------------------------------------
PAYMENT INSTRUCTIONS                                                            
--------------------------------------------------------------------------------

   For Signatories to Subscription Signature Page:

Payment of this subscription must be made by charging the     
Subscriber's Customer Account with DWR (the "Customer Account"). In the event   
that Subscriber does not have a Customer Account or does not have sufficient    
funds in Subscriber's existing Customer Account, Subscriber should make         
appropriate arrangements with Subscriber's DWR financial advisor, if any, and if
none, should contact Subscriber's local DWR branch office. Payment must NOT be  
mailed to the General Partner at its offices in New York City. Any such payment 
will not be accepted by the General Partner and will be returned to Subscriber  
for proper placement with the DWR branch office where Subscriber's Customer     
Account is maintained. The undersigned Subscriber hereby authorizes and directs 
the General Partner and DWR to transfer the appropriate amount from the Customer
Account to the Escrow Account.                                                  

For Signatories to Exchange Signature Page: 

         Payment of this subscription must be made by applying the proceeds from
the redemption of limited partnership units in one of the Partnerships or       
another commodity pool for which the General Partner serves as the general      
partner and commodity pool operator. Subscriber may only redeem units at such   
times as are specified in the applicable limited partnership agreement for such 
other commodity pool, and under certain circumstances described therein,        
Subscriber may be subject to a redemption charge.                               

--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES                                                  
--------------------------------------------------------------------------------

              Subscriber (for myself/ourselves, and, if Subscriber is an
entity, on behalf of and with respect to such entity and its shareholders,      
partners, or beneficiaries) hereby represents and warrants to the General       
Partner and each Partnership in which Subscriber is purchasing Units, as        
follows:                                                                        

               (1) Subscriber has received a copy of the Prospectus,
including each Limited Partnership Agreement.                             

                  (2) Subscriber is of legal age to execute this Agreement
and is legally competent to do so.                                        

              (3) Subscriber has either: (a) net worth of at least
  $150,000 (exclusive of home, furnishings, and automobiles); or (b) net worth
of at least $45,000 (exclusive of home, furnishings, and automobiles) and 
   annual gross income of at least $45,000. However, if Subscriber is a resident
and/or subject to regulation by one of the states which imposes more      
   restrictive suitability requirements than the foregoing, or requires a higher
 minimum investment, as set forth below under the caption "State Suitability
 Requirements" Subscriber's net worth and/or income and investment satisfies
 the requirements of such state. (If Units are being purchased by spouses as
  joint owners, their joint net worth and annual income may be used to satisfy
  applicable state suitability requirements.) Subscriber agrees to provide any
   additional documentation requested by the General Partner, as may be required
   by the securities administrators of certain states to confirm that Subscriber
   meets the applicable minimum financial suitability standards to invest in the
Partnerships.                                                             

            (4) The address set forth on the Signature Page is
Subscriber's true and correct residence and Subscriber has no present     
intention of becoming a resident of any other state or country. All the   
information that is provided on the Signature Page regarding Subscriber is
 correct and complete as of the date of this Agreement, and, if there should
   be any material change in such information prior to Subscriber's admission as
a Limited Partner, Subscriber will immediately furnish such revised or    
corrected information to the General Partner.                             

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                    (5) If Subscriber is an employee benefit plan, to the best
of Subscriber's knowledge, neither the General Partner, DWR, MS & Co., any
other Additional Seller, any Trading Advisor, nor any of their respective 
affiliates either: (a) has investment discretion with respect to the      
 investment of Subscriber's plan assets; (b) has authority or responsibility
  to or regularly gives investment advice with respect to such plan assets for
a fee and pursuant to an agreement or understanding that such advice will 
 serve as a primary basis for investment decisions with respect to such plan
  assets and that such advice will be based on the particular investment needs
  of the plan; or (c) is an employer maintaining or contributing to such plan.
For purposes hereof, an "employee benefit plan" shall include plans and   
  accounts of various types (including their related trusts) which provide for
  the accumulation of a portion of an individual's earnings or compensation as
 well as investment income earned thereon free from federal income tax until
such time as funds are distributed from the plan, and include corporate   
"pension" and profit-sharing plans, "simplified employee pension plans,"  
"Keogh" plans for self-employed individuals, and IRAs.                    

                 (6) Unless (7) or (8) below is applicable, Subscriber's
   subscription is made with Subscriber's funds for Subscriber's own account and
not as trustee, custodian or nominee for another.                         

                    (7) The subscription, if made as custodian for a minor, is
a gift Subscriber has made to such minor and is not made with such minor's
funds or, if not a gift, the representations as to net worth and annual   
income set forth herein apply only to such minor.                         

                    (8) If Subscriber is subscribing as a trustee or custodian
  of an employee benefit plan or of an IRA at the direction of the beneficiary
 of such plan or IRA, the representations set forth herein apply only to the
beneficiary of such plan or IRA.                                          

              (9) If Subscriber is subscribing in a representative
 capacity, Subscriber has full power and authority to purchase the Units and
 enter into and be bound by this Agreement on behalf of the entity for which
the Subscriber is purchasing the Units, and such entity has full right and
power to purchase such Units and enter into and be bound by this Agreement
  and become a Limited Partner pursuant to each applicable Limited Partnership
Agreement.                                                                

                 (10) Subscriber either is not required to be registered
 with the Commodity Futures Trading Commission ("CFTC") or to be a member of
the National Futures Association ("NFA"), or, if so required, is duly     
 registered with the CFTC and is a member in good standing of the NFA. It is
   an NFA requirement that the General Partner attempt to verify that any person
   or entity that seeks to purchase Units be duly registered with the CFTC and a
member of the NFA, if required. Subscriber agrees to supply the General   
 Partner with such information as the General Partner may reasonably request
in order to attempt such verification. Certain entities that acquire Units
may, as a result, themselves become "commodity pools" within the intent of
applicable CFTC and NFA rules, and their sponsors, accordingly, may be    
required to register as "commodity pool operators."                       

                   Additional Representation and Warranty for Signatories to
Exchange Signature Page                                                   

                   (11) Subscriber is the true, lawful, and beneficial owner
of the units of limited partnership interest (or fractions thereof) to be 
   redeemed pursuant to this Agreement, with full power and authority to request
redemption and a subsequent purchase of Units. The units of limited       
partnership interest (or fractions thereof) which are subject to this     
 redemption request are not subject to any pledge or otherwise encumbered in
any fashion.                                                              

                 By making the representations and warranties set forth above,
Subscribers should be aware that they have not waived any rights of action which
they may have under applicable federal or state securities laws. Federal and    
state securities laws provide that any such waiver would be unenforceable.      
Subscribers should be aware, however, that the representations and warranties   
set forth above may be asserted in the defense of a Partnership, the General    
Partner, any Trading Advisor, DWR, MS & Co., any other Additional Seller, or    
others in any subsequent litigation or other proceeding.                        

--------------------------------------------------------------------------------
STATE SUITABILITY REQUIREMENTS                                                  
--------------------------------------------------------------------------------

                 Except as indicated below, investors in the Partnerships must
have a net worth (exclusive of home, furnishings, and automobiles) of at least  
$150,000 or, failing that standard, have a net worth (same exclusions) of at    
least $45,000 and an annual gross income of at least $45,000, and must make a   
minimum aggregate investment of $20,000 or, in the case of a Non-Series         
Exchange, the minimum $20,000 investment will be measured as of the preceding   
Monthly Closing and be deemed satisfied irrespective of whether the proceeds    
from such redemption are worth less than $20,000 when the Units are subsequently
acquired. However, the states listed below have more restrictive suitability or 
minimum investment requirements for Subscribers residing therein. Please read   
the following list to make sure that Subscriber meets the minimum suitability   
and/or investment requirements for the state in which Subscriber resides. (As   
used below, "NW" means net worth exclusive of home, furnishings, and            
automobiles; "AI" means annual gross income; and "TI" means annual taxable      
income for federal income tax purposes.)                                        

[SPECIAL STATE REQUIREMENTS TO BE PROVIDED]                                     

--------------------------------------------------------------------------------
SIGNIFICANT DISCLOSURES                                                         
--------------------------------------------------------------------------------

                Subscriber should read the Prospectus in its entirety before
completing this Agreement and subscribing for Units, and should carefully       
consider the information contained therein as well as the following information 
(which is set forth in detail in the Prospectus) concerning an investment in the
Partnerships:                                                                   

         (1) The General Partner, DWR, the Partnerships'
non-clearing Commodity Broker, and MS & Co. are each wholly-owned         
 subsidiaries of Morgan Stanley Dean Witter & Co., and conflicts of interest
   therefore exist. The principal business address of the General Partner is Two
World Trade Center, 62nd Floor, New York, New York 10048.                 

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                   (2) DWR will receive substantial commodity brokerage fees
from the Partnerships and may also realize the benefits of excess interest
earned on the Partnerships' funds and compensating balance benefits from  
deposits of the Partnerships' funds, subject to certain limitations as    
  described in the Prospectus. A Limited Partner will consent to the execution
and delivery by the General Partner on behalf of each Partnership of a    
   Customer Agreement with DWR, and to the payment to DWR of such brokerage fees
and benefits.                                                             

                     (3) The performance information in the Prospectus should be
  read only in conjunction with the textual description and notes thereto, and
 such data should not be interpreted to mean that the Partnerships will have
similar results or will realize any profits whatsoever. A Limited Partner 
 will consent to the execution and delivery by the General Partner on behalf
of each Partnership of the Management Agreements with the Trading Advisors
   (as described in the Prospectus), and with such other Trading Advisors as the
General Partner may retain from time to time.                             

                   (4) Units cannot be transferred or assigned except as set
forth in the Limited Partnership Agreement. Persons who have been Limited 
 Partners for more than six months may redeem all or part of their Units, at
any month-end in the manner described herein. An investor who has been a  
  Limited Partner for less than six months may first redeem Units effective as
of the last day of the sixth month following the closing in which he first
   became a Limited Partner in the manner described herein. Units redeemed on or
prior to the last day of the twelfth month after such Units were purchased
  will be subject to a redemption charge equal to 2% of the Net Asset Value of
 a Unit on the date of such redemption. Units redeemed after the last day of
  the twelfth month and on or prior to the last day of the twenty-fourth month
  after which such Units were purchased will be subject to a redemption charge
  equal to 1% of the Net Asset Value of a Unit on the date of such redemption.
   Units redeemed after the last day of the twenty-fourth month after which such
Units were purchased will not be subject to a redemption charge. The      
  foregoing redemption charges will be paid to DWR. Notwithstanding the above,
 Units purchased by an investor who purchases $500,000 or more of Units will
not be subject to the foregoing redemption charges, but will be subject to
the other restrictions on redemptions. Units purchased pursuant to a      
 Non-Series Exchange will not be subject to the foregoing redemption charges
   under the circumstances described below. The number of Units (determined on a
per closing basis), expressed as a percentage of Units purchased, which is
 not subject to a redemption charge is determined by dividing (a) the dollar
   amount received upon redeeming an interest in another partnership and used to
 purchase Units by (b) the total investment in the Partnerships. Redemptions
of Units will be deemed to be in the order in which they are purchased    
(assuming purchases at more than one closing), with Units not subject to a
  redemption charge being deemed to be the first Units purchased at a closing.
Limited Partners who redeem Units and have either paid a redemption charge
with respect to such Units, or have held such Units for at least two years
   and subsequently purchase Units, will not be subject to redemption charges on
the new Units under the following conditions: (a) the subscriber must     
subscribe for new Units prior to the one-year anniversary of the effective
date of the redemption of Units, (b) the subscriber will not be subject to
   redemption charges with respect to the amount of the subscription for the new
Units up to the amount of the proceeds of the redemption (net of any      
redemption charges), and (c) the subscriber must hold the newly acquired  
Units for six months from the date of purchase before such Units may be   
redeemed or exchanged. Such subscribers remain subject to the minimum     
purchase and suitability requirements. A Limited Partner who redeems Units
 pursuant to a Series Exchange will not be subject to the redemption charges
 described above with respect to the redeemed Units. Units acquired pursuant
 to a Series Exchange will be deemed as having the same purchase date as the
Units exchanged for purposes of determining the applicability of any      
  redemption charges. Units may only be redeemed upon 5 business days' written
notice to the General Partner prior to the effective date of redemption,  
which will be the last day of a calendar month.                           

            (5) All subscriptions are subject to acceptance or
 rejection by the General Partner in whole or in part for any reason and are
   irrevocable by Subscribers, subject to the limited revocation right described
on page 2 of this Agreement.                                              

                   (6) A Limited Partner may be able to invest in any member
partnerships of the Morgan Stanley Dean Witter Charter Series formed      
  subsequent to the date hereof by exchanging Units as provided in the Limited
Partnership Agreements. Any such investment will be subject to a Limited  
Partner's prior receipt of, and will be subject to all of the terms and   
conditions described in, a prospectus or supplement to the Prospectus     
offering an investment in any such newly organized partnership.           

                     (7) During the Continuing Offering, Units are being offered
 for sale at "Monthly Closings" to be held as of the last day of each month.
  The Net Asset Value of a Unit may increase or decrease substantially between
the date of this subscription and the date of the Monthly Closing at which
this subscription is accepted by the General Partner; consequently, the   
   undersigned Subscriber may receive more or fewer Units than would be received
if the Monthly Closing were held on the date of this subscription.        

--------------------------------------------------------------------------------
ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS                                
--------------------------------------------------------------------------------

         The Subscriber hereby agrees that as of the date that
Subscriber's name is entered on the books of a Partnership, Subscriber shall    
become a Limited Partner of such Partnership. Subscriber hereby agrees to each  
and every term of the Limited Partnership Agreement of such Partnership as if   
Subscriber's signature were subscribed thereto. Subscriber further agrees that  
DWR may receipt on Subscriber's behalf for the Units purchased by Subscriber    
hereunder upon the issuance of such Units by the Partnership (although no       
certificate evidencing Unit(s) will be issued to Subscriber).                   

--------------------------------------------------------------------------------
POWER OF ATTORNEY AND GOVERNING LAW                                             
--------------------------------------------------------------------------------

                  Subscriber hereby irrevocably constitutes and appoints Demeter
Management Corporation, the General Partner of each Partnership, as Subscriber's
true and lawful Attorney-in-Fact, with full power of substitution, in           
Subscriber's name, place,                                                       

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and stead, to do all things necessary to admit it as a Limited Partner of each  
Partnership requested below, and such other Partnership(s) of the Morgan Stanley
Dean Witter Charter Series as Subscriber may request from time to time, and to  
admit others as additional or substituted Limited Partners to such              
Partnership(s) so long as such admission is in accordance with the terms of the 
applicable Limited Partnership Agreement or any amendment thereto, to file,     
prosecute, defend, settle, or compromise any and all actions at law or suits in 
equity for or on behalf of each Partnership in connection with any claim,       
demand, or liability asserted or threatened by or against any Partnership, and  
to execute, acknowledge, swear to, deliver, file, and record on Subscriber's    
behalf and as necessary in the appropriate public offices, and publish: (a) each
Limited Partnership Agreement and each Certificate of Limited Partnership and   
all amendments thereto permitted by the terms thereof; (b) all instruments that 
the General Partner deems necessary or appropriate to reflect any amendment,    
change, or modification of any Limited Partnership Agreement or any Certificate 
of Limited Partnership made in accordance with the terms of such Limited        
Partnership Agreement; (c) certificates of assumed name; and (d) all instruments
that the General Partner deems necessary or appropriate to qualify or maintain  
the qualification of each Partnership to do business as a foreign limited       
partnership in other jurisdictions. Subscriber agrees to be bound by any        
representation made by the General Partner or any successor thereto acting in   
good faith pursuant to this Power of Attorney.                                  

              The Power of Attorney granted hereby shall be deemed to be
coupled with an interest and shall be irrevocable and survive the death,        
incapacity, dissolution, liquidation, or termination of Subscriber.             

                  THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE DEEMED A WAIVER OF
ANY RIGHTS OF ACTION SUBSCRIBER MAY HAVE UNDER APPLICABLE FEDERAL OR STATE      
SECURITIES LAW.                                                                 

--------------------------------------------------------------------------------
RECEIPT OF DOCUMENTATION                                                        
--------------------------------------------------------------------------------

               The regulations of the Commodity Futures Trading Commission
require that the undersigned Subscriber be given a copy of the Prospectus, as   
well as certain additional documentation consisting of: (a) a supplement to the 
Prospectus, which must be given to the undersigned if the Prospectus is dated   
more than nine months prior to the date that the undersigned first receives the 
Prospectus, and (b) the most current monthly account statement (report) for the 
Partnerships after they begin trading operations. The undersigned hereby        
acknowledges receipt of the Prospectus and the additional documentation referred
to above, if any.                                                               

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--------------------------------------------------------------------------------
SUBSCRIPTION SIGNATURE PAGE                                                  BUY
--------------------------------------------------------------------------------

MORGAN STANLEY DEAN WITTER CHARTER SERIES 
UNITS OF LIMITED PARTNERSHIP INTEREST 
SUBSCRIPTION SIGNATURE PAGE 

A                                                                               
PLEASE PRINT OR TYPE. USE BLACK INK ONLY. 

   PAGES 6 AND 7, THE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE DELIVERED TO THE
LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL PARTNER AT  
TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048-0026, AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE APPLICABLE CLOSING.                                  
    The Subscriber named below, by execution and delivery of this Signature Page
and by payment of the purchase price for Units of Limited Partnership Interest  
("Units") in one or more Partnerships in the Morgan Stanley Dean Witter Charter 
Series (the "Partnerships"), hereby subscribes for Units in the Partnership(s)  
specified below at a price equal to $10 per Unit at the Initial Closing, or 100%
of the Net Asset Value per Unit of the applicable Partnership(s) as of the close
of business on the date of the Monthly Closing, as applicable.                  

 BY SUCH EXECUTION AND PAYMENT, THE SUBSCRIBER ACKNOWLEDGES RECEIPT OF THE
PROSPECTUS OF THE PARTNERSHIPS DATED         , 1998, INCLUDING THE LIMITED      
PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF 
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR HEREBY, AND, IF THE PARTNERSHIPS HAVE BEEN TRADING AT LEAST ONE MONTH, THE  
CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.                                    

ITEM 1 -- SUBSCRIBER (SUBSCRIBER MUST SIGN BELOW TAX REPRESENTATION)          
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                    
                                         CHARTER FUND SYMBOL                               AMOUNT   
                                                                                             OF     
                                                                                        SUBSCRIPTION
/ / / / / / / / / / / / / / / / / / / /  MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.    $        
           DWR ACCOUNT NO.               MORGAN STANLEY DEAN WITTER CHARTER                $        
                                         MILLBURN L.P.                                              
                                         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.    $        


--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                               
TAXABLE INVESTORS                                                                    NON-TAXABLE INVESTORS                     
/ / / / / /-/ / / /-/ / / / / / / /  OR  / / / / -/ / / / / / / / / / / / / /  OR   / / / / / / / / / / / / / / / / / / / / / /

SOCIAL SECURITY NUMBER OF: (CHECK ONE)   TAXPAYER ID NUMBER FOR: (CHECK ONE)     SOC. SEC. #/TAXPAYER ID # FOR: (CHECK ONE)    

/ / Individual Ownership                 / / Trust other than Grantor            / / IRA (the DWR Branch Manager must          
/ / Joint Tenants with Rights of             or Revocable Trust                        sign below for IRA accounts)            
    Survivorship                         / / Estate                              / / Employee Benefit Plan                     
/ / Tenants in Common                    / / UGMA/UTMA (Minor)                         (Participant-Directed)                  
/ / Community Property                   / / Partnership                         / / Defined Benefit Plan (Other)______________
/ / Grantor or other Revocable Trust     / / Corporation                         / / Other (specify)                           


ALL SUBSCRIBERS (OR BRANCH MANAGERS IN THE CASE OF AN IRA) MUST SIGN

                                                        [Enlarge/Download Table]
                                                                                                                   
UNITED STATES TAXABLE INVESTORS ONLY:                                         NON-UNITED STATES INVESTORS ONLY:    
/ / Check box if Subscriber is subject to backup withholding under the        Under penalties of perjury, by       
    provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.         signature below, the Subscriber      
    If Subscriber's taxable year is other than the calendar year,             certifies that such Subscriber is NOT
indicate the date on which Subscriber's taxable year ends:............  OR                                         
Under penalties of perjury, by signing below, I certify that the Social       (a) a citizen or resident of the     
Security Number (or Taxpayer ID Number) above to be the true, correct and         United States; or                
complete Social Security Number (or Taxpayer ID Number) and that all the      (b) a United States corporation,     
information above is true, correct and complete.                                  partnership, estate or trust.    

X ___________________________                                                     ______________________________   
(Signature of Subscriber or Officer, Partner or Trustee [or Branch Manager in                                      
the case of IRAs])                                                                            Date                 

                                                        [Enlarge/Download Table]
                                                                                                                  
If Subscriber is an Entity:      Type or Print Name of Entity:................................................... 

                                 Name:  ................................. Date: ................................. 

                                 Title:.......................................................................... 

Full Name of Account............................................................................................. 
                                 (Subscriber's Name or Name of Trust or Custodial Account--do not use initials)   

Subscriber is a resident of  ................................. and a citizen of  ................................ 
                                 (name of country)                                           (name of county)     

Street Address................................................................................................... 
                                 (MUST be residence address--P.O. Box alone not acceptable)                       

City............................. State ............. Zip Code ............ Tel. No. ( ............ ) ............

/X/ Check here if Subscriber is a non-resident alien individual, foreign        
corporation, foreign partnership, foreign trust or foreign estate that          
is a dealer in commodities or otherwise engaged in a trade business             
within the U.S.A. to which income, gain or loss from a Partnership would        
be treated as effectively connected. (Subscriber must complete Form W-8,        
which may be obtained from a DWR Financial Advisor.                             

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COMPLETE, IF APPLICABLE (MUST BE COMPLETED IF THERE IS A CO-SUBSCRIBER, TRUSTEE 
OR CUSTODIAN):

Name ................. Telephone Number ( ................. )  .................
The person or entity above is a/an: (check one) 
/ / Co-Subscriber    / / Trustee or Custodian     / / Authorized Person, if an  
                                                         Institutional Trustee

                                                        [Enlarge/Download Table]
                                                                                                                 
Street Address (P.O. Box alone not acceptable)..................................                                 

City.............................................................    State .............. Zip Code ..............

Co-Subscriber, Trustee or Custodian is a resident of.............    and a citizen of............................

Minor (if not a gift) is a resident of...........................    and a citizen of............................

--------------------------------------------------------------------------------
ITEM 2 -- SIGNATURE(S) -- SUBSCRIBER(S) MUST SIGN UNDER TAX REPRESENTATION ON   
PRECEDING PAGE AND BELOW                                                        
--------------------------------------------------------------------------------

(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE      
BENEFIT PLAN OR IRA SUBSCRIPTION)                                               

If this subscription is for a joint or community property account, the          
statements, representations, and warranties set forth in this Subscription and  
Exchange Agreement and Power of Attorney shall be deemed to have been made by   
each owner of the account.                                                      
* If the Units will be owned by joint owners, tenants in common, or as community
property, signatures of all owners are required.                            
* In the case of a participant-directed employee benefit plan or IRA, the       
  beneficiary must sign immediately below and the trustee or custodian must sign
below under "Entity Subscription."                                          

X __________________   _______________    X __________________   _______________
(Signature of Subscriber)   Date          (Signature of               Date      
                    Co-Subscriber)

(ENTITY SUBSCRIPTION)                                                           

ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS) 
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR DWR THAT THIS       
INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY 
ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR  
PLAN.                                                                           

The undersigned corporate officer, partner or trustee hereby certifies and      
warrants that s/he has full power and authority from or on behalf of the entity 
named below and its shareholders, partners, or beneficiaries to complete,       
execute and deliver this Subscription and Exchange Agreement and Power of       
Attorney on their behalf and to make the statements, representations, and       
warranties made herein on their behalf, and that investment in each Partnership 
specified is authorized under applicable law and the governing documents of the 
entity, has been affirmatively authorized by the governing board or body, if    
any, of the entity, and is legally permissible.                                 

                                                        [Enlarge/Download Table]
                                                                                                                        
 .......................................................  X...................................... ......................
(Type or Print Name of Entity)                           (Signature)                              Date                  

Print Name.............................................  Title..................................                        

--------------------------------------------------------------------------------
ITEM 3 -- FINANCIAL ADVISOR USE ONLY (COMPLETE IN FULL AND IN INK)              
--------------------------------------------------------------------------------

THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:                        
(1) the above signature(s) is/are true and correct;                             
(2) s/he has informed the Subscriber about the liquidity and marketability of   
the Units as set forth in the Prospectus.                               
(3) based on information obtained from the Subscriber concerning the            
   Subscriber's investment objectives, other investments, financial situation,
needs and any other relevant information, that s/he reasonably believes 
that:                                                                   
(a) such Subscriber is or will be in a financial position appropriate to  
enable such Subscriber to realize the benefits of each Partnership
specified, as described in the Prospectus;                        
 (b) such Subscriber has a net worth sufficient to sustain the risk inherent
     in each Partnership specified (including loss of investment and lack of
liquidity); and                                                   
(c) each Partnership specified is otherwise a suitable investment for such
Subscriber; and                                                   
(4) the Subscriber received the Prospectus at least five business days prior to 
the applicable Monthly Closing.                                         

THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH  
NASD CONDUCT RULE 2810.                                                         

X ______________________________________________________________________________
Financial Advisor's Signature                     

................................................................................
Type or Print Full Name of Financial Advisor                      

Telephone Number ( .............................. ).............................
THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:                           
(1) the above signature(s) is/are true and correct.                             
(2) the above client(s) is/are suitable.                                        

X ______________________________________________________________________________
Branch Manager's Signature                      
................................................................................
Type or Print Full Name of Branch Manager 

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MORGAN STANLEY DEAN WITTER CHARTER SERIES 
EXCHANGE SIGNATURE PAGE 

B                                                                               
PLEASE PRINT OR TYPE. USE BLACK INK ONLY. 

              PAGES 8 AND 9, THE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO THE LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE    
GENERAL PARTNER AT TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK       
10048-0026, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE CLOSING.        
                 The Subscriber named below, by execution and delivery of this
Signature Page hereby redeems the units of limited partnership interest of the  
limited partnership(s) named in Item 1 below and, by application of the proceeds
of such redemption to the payment of the purchase price for Units of Limited    
Partnership Interest ("Units") in one or more Partnerships in the Morgan Stanley
Dean Witter Charter Series (the "Partnerships"), hereby subscribes for Units in 
the Partnership(s) specified below at a price equal to $10 per Unit at the      
Initial Closing, or 100% of the Net Asset Value per Unit of the applicable      
Partnership(s) as of the close of business on the date of the Monthly Closing,  
as applicable. Redemption of units of any partnership for an exchange must be in
whole units, unless Subscriber is redeeming its entire interest in such         
partnership.                                                                    

              BY SUCH EXECUTION AND PAYMENT, THE SUBSCRIBER ACKNOWLEDGES
RECEIPT OF THE PROSPECTUS OF THE PARTNERSHIPS DATED          , 1998, INCLUDING  
THE LIMITED PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT  
AND POWER OF ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS    
BEING SUBSCRIBED FOR HEREBY, AND, IF THE PARTNERSHIPS HAVE BEEN TRADING FOR AT  
LEAST ONE MONTH, THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.               
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

ITEM 1 -- SUBSCRIBER (SUBSCRIBER MUST SIGN BELOW TAX REPRESENTATION)
--------------------------------------------------------------------------------

DWR ACCOUNT NO.    / / / / / / / / / / / / / / / / / / / / / /        

                                                        [Enlarge/Download Table]
                                                                                                           
SYMBOL(S) FOR FUND(S)  SPECIFY QUANTITY OF UNITS TO BE REDEEMED              CHARTER                       
FROM                   (CHECK BOX IF ENTIRE INTEREST; INSERT NUMBER IF WHOLE SERIES                        
WHICH UNITS TO BE      UNITS)                                                FUND SYMBOL                   
REDEEMED                                                                                                   
/ / / / / / / / / /    / /     Entire Interest     OR                        Whole Units TO / / / / / / / /

/ / / / / / / / / /    / /     Entire Interest     OR                        Whole Units TO / / / / / / / /

/ / / / / / / / / /    / /     Entire Interest     OR                        Whole Units TO / / / / / / / /

/ / / / / / / / / /    / /     Entire Interest     OR                        Whole Units TO / / / / / / / /

The Subscriber hereby authorizes Demeter Management Corporation to    
redeem the above quantity of units of limited partnership interest set
forth opposite the symbol for each partnership identified on the left 
above at the "Net Asset Value" thereof, as defined in the limited     
partnership agreement of each such partnership, less any redemption   
charges, and to utilize the net proceeds thereof to purchase Units in 
the applicable Charter Series Partnership as indicated. Redemptions   
for an exchange must meet the applicable minimum investment           
requirements described under "Subscription Procedure" in the          
Prospectus.                                                           
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                 
TAXABLE INVESTORS                                                                    NON-TAXABLE INVESTORS                       

/ / / / / / -/ / / / -/ / / / / / / /  OR  / / / / -/ / / / / / / / / / / / / /  OR  / / / / / / / / / / / / / / / / / / / / / / 

SOCIAL SECURITY NUMBER OF: (CHECK ONE)     TAXPAYER ID NUMBER FOR: (CHECK ONE)       SOC. SEC. #/TAXPAYER ID # FOR: (CHECK ONE)  

/ /    Individual Ownership                / /    Trust other than Grantor or        / /    IRA (the DWR Branch Manager must     
/ /    Joint Tenants with Rights of               Revocable Trust                                  sign below for IRA accounts)  
       Survivorship                        / /    Estate                             / /    Employee Benefit Plan                
/ /    Tenants in Common                   / /    UGMA/UTMA (Minor)                                (Participant-Directed)        
/ /    Community Property                  / /    Partnership                        / /    Defined Benefit Plan (Other)_________
/ /    Grantor or other Revocable Trust    / /    Corporation                        / /    Other (specify) _____________________


ALL SUBSCRIBERS (OR BRANCH MANAGERS IN THE CASE OF AN IRA) MUST SIGN

                                                        [Enlarge/Download Table]
                                                                                                                                  
UNITED STATES TAXABLE INVESTORS ONLY:                                         NON-UNITED STATES INVESTORS ONLY:                   
/ /  Check box if Subscriber is subject to backup withholding under the       Under penalties of perjury, by                      
     provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.        signature below, the Subscriber                     

                  If Subscriber's taxable year is other than the calendar     certifies that such Subscriber is NOT               
     year, indicate the date on which Subscriber's taxable year ends:....  OR                                                     

Under penalties of perjury, by signing below, I certify that the Social       (a) a citizen or resident of the                    
Security Number (or Taxpayer ID Number) above to be the true, correct and         United States; or                               
complete Social Security Number (or Taxpayer ID Number) and that all the      (b) a United States corporation,                    
information above is true, correct and complete.                                  partnership, estate or trust.                   

X                                                                                                                                 
________________________________________________________________________________________________        __________________________
(Signature of Subscriber or Officer, Partner or Trustee [or Branch Manager in the case of IRAs])                   Date           

If Subscriber is an Entity:     Type or Print Name of Entity:.....................................................................

                                Name:.......................................................Date:.................................

                                Title:............................................................................................


-----------------------------------------------------------------------         
EXCHANGE SIGNATURE PAGE                                             EXG         
-----------------------------------------------------------------------         

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                                                        [Enlarge/Download Table]
                                                                                                                 
Full Name of Account.............................................................................................
                         (Subscriber's Name or Name of Trust or Custodial Account--do not use initials)          

Subscriber is a resident of    ...............................   and a citizen of  ..............................
                                   (name of country)                                      (name of county)       

/ /   Check here if Subscriber is a non-resident alien individual, foreign      
corporation, foreign partnership, foreign trust or foreign estate that is a     
dealer in commodities or otherwise engaged in a trade or business within the    
U.S.A. to which income, gain or loss from a Partnership would be treated as     
effectively connected. (Subscriber must complete Form W-8, which may be obtained
from a DWR Financial Advisor.)                                                  

COMPLETE, IF APPLICABLE (MUST BE COMPLETED IF THERE IS A CO-SUBSCRIBER, TRUSTEE 
OR CUSTODIAN):

Name         ..........     Telephone Number (   .......... )          .........
The person or entity above is a/an: (check one) 
/ /  Co-Subscriber   / /  Trustee or Custodian     / / Authorized Person, if an 
                                                         Institutional Trustee

                                                        [Enlarge/Download Table]
                                                                                                                 
Street Address (P.O. Box alone not acceptable)...................................................................

City.............................................................    State   .......    Zip Code ....... Tel. No.

Co-Subscriber, Trustee or Custodian is a resident of.............    and a citizen of............................

Minor (if not a gift) is a resident of...........................    and a citizen of............................

--------------------------------------------------------------------------------
ITEM 2 -- SIGNATURE(S) -- SUBSCRIBER(S) MUST SIGN UNDER TAX REPRESENTATION ON   
PRECEDING PAGE AND BELOW                                                        
--------------------------------------------------------------------------------
(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE      
BENEFIT PLAN OR IRA SUBSCRIPTION)                                               
If this subscription is for a joint or community property account, the          
statements, representations, and warranties set forth in this Subscription and  
Exchange Agreement and Power of Attorney shall be deemed to have been made by   
each owner of the account.                                                      
*    If the Units will be owned by joint owners, tenants in common, or as       
community property, signatures of all owners are required.            
*    In the case of a participant-directed employee benefit plan or IRA, the    
   beneficiary must sign immediately below and the trustee or custodian must
sign below under "Entity Subscription."                               

                                                        [Enlarge/Download Table]
                                                                                                                 
X____________________________________  ____________________  X_______________________________  __________________
(Signature of Subscriber)              Date                   (Signature of Co-Subscriber)     Date              


(ENTITY SUBSCRIPTION)                                                           
ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS) 
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR DWR THAT THIS       
INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY 
ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR  
PLAN.                                                                           

The undersigned corporate officer, partner or trustee hereby certifies and      
warrants that s/he has full power and authority from or on behalf of the entity 
named below and its shareholders, partners, or beneficiaries to complete,       
execute and deliver this Subscription Agreement and Power of Attorney on their  
behalf and to make the statements, representations, and warranties made herein  
on their behalf, and that investment in each Partnership specified is authorized
under applicable law and the governing documents of the entity, has been        
affirmatively authorized by the governing board or body, if any, of the entity, 
and is legally permissible.                                                     

                                                        [Enlarge/Download Table]
                                                                                                                          
 .......................................................  X______________________________________   ______________________
(Type or Print Name of Entity)                           (Signature)                               Date                   

Print Name.............................................  Title..................................                          

--------------------------------------------------------------------------------
ITEM 3 -- BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY (COMPLETE IN FULL AND IN
INK)                                                                            
--------------------------------------------------------------------------------

THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:                        
(1)  the above signature(s) is/are true and correct;                            
(2)  s/he has informed the Subscriber about the liquidity and marketability of  
the Units as set forth in the Prospectus.                             
(3)  based on information obtained from the Subscriber concerning the           
     Subscriber's investment objectives, other investments, financial situation,
 needs and any other relevant information, that s/he reasonably believes
that:                                                                 
 (a)  such Subscriber is or will be in a financial position appropriate to
    enable such Subscriber to realize the benefits of each Partnership
specified, as described in the Prospectus;                    
(b)  such Subscriber has a net worth sufficient to sustain the risk     
      inherent in each Partnership specified (including loss of investment
and lack of liquidity); and                                   
(c)  each Partnership specified is otherwise a suitable investment for  
such Subscriber; and                                          
(4)  the Subscriber received the Prospectus at least five business days prior   
to the applicable Monthly Closing.                                    

THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH  
NASD CONDUCT RULE 2810.                                                         

X ______________________________________________________________________________
Financial Advisor's Signature           

................................................................................
  Type or Print Full Name of Financial Advisor

Telephone Number (  ............................    )...........................

THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:                           
(1)    the above signature(s) is/are true and correct.                          
(2)    the above client(s) is/are suitable.                                     

X ______________________________________________________________________________
Branch Manager's Signature      

................................................................................
Type or Print Full Name of Branch Manager 

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PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

                                                        [Enlarge/Download Table]
                                                                                         
    SEC registration fee....................................................    $  8,850 
    NASD filing fee.........................................................       3,500 
    Printing and engraving..................................................     133,333*
    Legal fees and expenses (excluding Blue Sky legal fees).................      83,333*
    Accounting fees and expenses............................................      26,667*
    Escrow Agent fees.......................................................       1,000*
    Blue Sky fees and expenses (including Blue Sky legal fees)..............      50,000*
    Miscellaneous...........................................................      26,650 
                                                                                -------- 
                        Total...............................................    $333,333 
                                                                                -------- 
                                                                                -------- 
<FN>                                                                                     
------------------------------------------------------------------------                 
*Represents an estimate of the Partnership's portion of fees and expenses that           
are common to the concurrent offerings of the three partnerships in the Morgan           
Stanley Dean Witter Charter Series, being effected pursuant to this Registration         
Statement and each of the Registration Statements on Form S-1 for Morgan Stanley         
Dean Witter Charter Millburn L.P. and Morgan Stanley Dean Witter Charter Welton          
L.P., respectively.                                                                      
</FN>                                                                                    

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

                  Section 14 of the Limited Partnership Agreement (a form of
which is annexed to the Prospectus as Exhibit A) provides for indemnification of
the General Partner and its affiliates (as such term is defined therein) by the 
Partnership for any loss, liability, damage, cost or expense arising from any   
act, omission, activity or conduct undertaken by or on behalf of the Partnership
that is determined by the General Partner in good faith to be in the best       
interests of the Partnership and was not the result of misconduct or negligence.
Section 11 of the Selling Agreement provides for indemnification of the General 
Partner and its affiliates and its successors and assigns by Dean Witter        
Reynolds Inc. ("DWR") for any loss, claim, damage, liability, cost and expense  
incurred for a breach by DWR of a representation or agreement in the Selling    
Agreement, or for misleading statements and material omissions regarding DWR in 
the Registration Statement or Prospectus. Such Section also provides for the    
indemnification by the Partnership of DWR, the General Partner and their        
affiliates for any act, omission, conduct, or activity undertaken by or on      
behalf of a Partnership that is determined by DWR or the General Partner, as    
applicable, in good faith to be in the best interests of the Partnership and was
not the result of misconduct or negligence. Section 8 of the DWR Customer       
Agreement provides for indemnification of DWR and its affiliates for            
liabilities, losses, damages, costs, or expenses for activities taken by or on  
behalf of the Partnership which DWR has determined in good faith are in the best
interests of the Partnership and are not the result of misconduct or negligence.
Section 8 of the Management Agreement provides for indemnification of the       
General Partner and its affiliates by the Trading Advisor for losses, claims,   
damages, liabilities, costs and expenses incurred as a result of actions or     
omissions by the Trading Advisor involving the Partnership's trading which are  
the result of a breach of agreement, representation or warranty or the result of
bad faith, misconduct or negligence.                                            

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.                               

None.                                   

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.                                     

(A) EXHIBITS                            

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                 
NUMBER                                DESCRIPTION OF DOCUMENT                           
-------    -----------------------------------------------------------------------------
                                                                                        
  1.01     Form of Selling Agreement among the Registrant, Demeter Management Corpora-  
                   tion, the Trading Advisor and Dean Witter Reynolds Inc.              
  1.02     Form of Additional Seller Agreement between Dean Witter Reynolds Inc. and    
                   additional selling agents (to also be included as an annex to Exhibit
                   1.01, form of Selling Agreement).                                    
  3.01     Form of Limited Partnership Agreement of the Registrant (included as Exhibit 
                   A to the Prospectus).                                                
  3.02     Certificate of Limited Partnership of the Registrant.                        
  5.01     Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the     
                   legality of Units (including consent).                               
  8.01     Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain 
                   federal income tax matters (including consent).                      
 10.01     Form of Customer Agreement between the Registrant and Dean Witter Reynolds   
                   Inc.                                                                 
 10.01(a)  Form of Customer Agreement among the Registrant, Carr Futures, Inc. and Dean 
                   Witter Reynolds Inc.                                                 
 10.01(b)  Form of International Foreign Exchange Master Agreement between the          
                   Registrant and Carr Futures, Inc.                                    
 10.02     Form of Management Agreement among the Registrant, the General Partner and   
                   the Trading Advisor.                                                 
 10.03     Subscription and Exchange Agreement and Power of Attorney to be executed by  
                   purchasers of Units (included as Exhibit B to the Prospectus).       
 10.04     Escrow Agreement among the Registrant, Dean Witter Reynolds Inc., and The    
                   Chase Manhattan Bank, the escrow agent.                              
 23.01     Consent of Independent Auditors for the General Partner and the Registrant.  

(B) FINANCIAL STATEMENTS.                                             

Included in the Prospectus:                                           

Morgan Stanley Dean Witter Charter Graham L.P.            
Independent Auditors' Report                        
Statement of Financial Condition                    
Notes to Statement of Financial Condition           

Demeter Management Corporation                            
Independent Auditors' Report                        
Statements of Financial Condition                   
Notes to Statements of Financial Condition          

ITEM 17. UNDERTAKINGS.                                                          

     The undersigned Registrant hereby undertakes:

                   (1)     To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement: (a)  
to include any prospectus required by Section 10(a)(3) of the Securities Act of 
1933; (b) to reflect in the Prospectus any facts or events arising after the    
effective date of the Registration Statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a         
fundamental change in the information set forth in the Registration Statement;  
and (c) to include any material information with respect to the plan of         

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distribution not previously disclosed in the Registration Statement or any      
material change to such information in the Registration Statement.              

                  (2)     That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

                   (3)     That all post-effective amendments will comply with
the applicable forms, rules and regulations of the Securities and Exchange      
Commission in effect at the time such post-effective amendments are filed.      

         (4)     To remove from registration by means of a
post-effective amendment any of the securities being registered which remain    
unsold at the termination of the offering.                                      

                   (5)     Insofar, as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, and   
controlling persons of the Registrant pursuant to the foregoing provisions, or  
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as        
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the     
Registrant of expenses incurred or paid by a director, officer, or controlling  
person of the Registrant in the successful defense of any action, suit, or      
proceeding) is asserted by such director, officer, or controlling person in     
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

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SIGNATURES

                   Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement to be signed on its  
behalf by the undersigned, thereunto duly authorized, in the City of New York   
and State of New York on the 29th day of July 1998.                             

      MORGAN STANLEY DEAN WITTER
CHARTER GRAHAM L.P. 

                   By:     DEMETER MANAGEMENT CORPORATION,
                           General Partner

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

                   Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

                  SIGNATURE                               TITLE                    DATE       
---------------------------------------------  ----------------------------  -----------------

                                                                                              
DEMETER MANAGEMENT CORPORATION                 General Partner                                

             /s/ Mark J. Hawley                President and Director of       July 29, 1998  
---------------------------------------------   the General Partner                           
               Mark J. Hawley                                                                 

          /s/ Richard M. DeMartini             Chairman of the Board and       July 29, 1998  
---------------------------------------------    Director of the                              
            Richard M. DeMartini                 General Partner                              

---------------------------------------------  Director of the General                        
               Lawrence Volpe                    Partner                                      

---------------------------------------------  Director of the General                        
            Joseph G. Siniscalchi                Partner                                      

         /s/ Edward C. Oelsner, III            Director of the General         July 29, 1998  
---------------------------------------------    Partner                                      
           Edward C. Oelsner, III                                                             

            /s/ Robert E. Murray               Director of the General         July 29, 1998  
---------------------------------------------    Partner                                      
              Robert E. Murray                                                                

          /s/ Lewis A. Raibley, III            Vice President and Chief        July 29, 1998  
---------------------------------------------    Financial and                                
            Lewis A. Raibley, III                Principal Accounting                         
                                                 Officer of the                               
                                                 General Partner                              

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