EXHIBIT 3.03
FORM OF
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF
DWFCM INTERNATIONAL ACCESS FUND L.P.
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PURSUANT TO SECTION 17-202 OF THE DELAWARE REVISED
UNIFORM LIMITED PARTNERSHIP ACT
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The undersigned, for the purpose of amending the Certificate
of Limited Partnership of DWFCM International Access Fund L.P. filed with the
Secretary of State of Delaware on March 9, 1994, does hereby certify as follows:
First. Name of Limited Partnership. The name of the limited
partnership is DWFCM International Access Fund L.P.
Second. Amendment. Article First of the Certificate of Limited
Partnership is amended to read in full as follows:
"First. Name of Limited Partnership. The name of the limited
partnership is Morgan Stanley Dean Witter Charter DWFCM L.P.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Amendment of Certificate of Limited Partnership as of the day of
July, 2000.
DEMETER MANAGEMENT CORPORATION,
General Partner
By:
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Robert E. Murray
President