MORGAN STANLEY SPECTRUM COMMODITY LP
SECURITIES ACCOUNT CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.03
<SEQUENCE>6
<FILENAME>mo603734_ex10-03.txt
<DESCRIPTION>SECURITIES ACCOUNT CONTROL AGREEMENT
<TEXT>

                                                                   EXHIBIT 10.03

                      SECURITIES ACCOUNT CONTROL AGREEMENT


            SECURITIES ACCOUNT CONTROL AGREEMENT dated as of June 30, 2000 among
MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. (the "LIEN GRANTOR"), MORGAN
STANLEY & CO. INCORPORATED (the "SECURED PARTY"), and DEAN WITTER REYNOLDS INC.
(the "SECURITIES INTERMEDIARY"). All references herein to the "UCC" refer to the
Uniform Commercial Code as in effect from time to time in the State of New York.
Terms defined in the UCC have the same meanings when used herein.

                              W I T N E S S E T H :

            WHEREAS, the Lien Grantor is the entitlement holder with respect to
the Account (as defined below);

            WHEREAS, the Lien Grantor pursuant to Section 6(f) of a Commodity
Futures Customer Agreement dated as of June 30, 2000 (the "CUSTOMER AGREEMENT")
has granted to the Secured Party a continuing security interest (the "SECURITY
INTEREST") in all right, title and interest of the Lien Grantor in, to and under
the Account, all financial assets credited thereto and all security entitlements
in respect thereof, whether now owned or existing or hereafter acquired or
arising; and

            WHEREAS, the parties hereto are entering into this Agreement in
order to perfect the Security Interest in the Account, all financial assets from
time to time credited thereto and all security entitlements in respect thereof;

            NOW, THEREFORE, the parties hereto agree as follows:

            SECTION 1. Establishment of Account. The Securities Intermediary
     confirms that:

                   (i) the Securities Intermediary has established the account
            numbers listed on the attached Appendix A (which Appendix may be
            amended in writing by the parties from time to time) in the name of
            "Morgan Stanley Dean Witter Spectrum Commodity L.P." (such account
            and any successor account, the "ACCOUNT"),

                   (ii) the Account is a "securities account" as defined in
            Section 8-501 of the UCC,

                   (iii) the Securities Intermediary is acting as a "securities
            intermediary" (as defined in Section 8-102 of the UCC) in respect of
            the Account,


                   (iv) the Securities Intermediary shall, subject to the terms
            of this Agreement, treat the Lien Grantor as entitled to exercise
            the rights that comprise all financial assets from time to time
            credited to the Account,

                   (v) all property delivered to the Securities Intermediary by
            or on behalf of the Lien Grantor for credit to the Account will be
            promptly credited to the Account, and

                   (vi) all financial assets (except cash) credited to the
            Account will be registered in the name of the Securities
            Intermediary, indorsed to the Securities Intermediary or in blank or
            credited to another securities account maintained in the name of the
            Securities Intermediary and in no case will any financial asset
            credited to the Account be registered in the name of the Lien
            Grantor, payable to the order of the Lien Grantor or specially
            indorsed to the Lien Grantor unless such financial asset has been
            further indorsed to the Securities Intermediary or in blank.

            SECTION 2. "Financial Assets" Election. The parties hereto agree
     that each item of property (whether investment property, financial asset,
     security, instrument, cash or other property) credited to the Account shall
     be treated as a "financial asset" within the meaning of Sections
     8-102(a)(9) and 8-103 of the UCC.

            SECTION 3. Entitlement Orders. The Securities Intermediary agrees to
     comply with any "entitlement order" (as defined in Section 8-102 of the
     UCC) originated by the Secured Party and relating to the Account or any
     financial asset credited thereto without further consent by the Lien
     Grantor or any other person. The Lien Grantor consents to the foregoing
     agreement by the Securities Intermediary.

            SECTION 4. Choice of Law. This Agreement shall be construed in
     accordance with and governed by the laws of the State of New York. The
     State of New York shall be deemed to be the securities intermediary's
     jurisdiction with respect to the Account, all financial assets credited
     thereto and all security entitlements in respect thereof for purposes of
     the UCC (including, without limitation, Section 8-110 thereof).

            SECTION 5. Amendments. No amendment or modification of this
     Agreement or waiver of any right hereunder shall be binding on any party
     hereto unless it is in writing and is signed by all the parties hereto.

            SECTION 6. Notice of Adverse Claims. Except for the claims and
     interests of the Secured Party and the Lien Grantor, and security interests
     in favor of the Securities Intermediary, the Securities Intermediary does
     not know of any claim to, or interest in, the Account, any financial asset
     credited thereto or any security entitlement in respect thereof. If any
     person other than the Lien Grantor, the Secured Party or the Securities
     Intermediary asserts any lien, encumbrance or adverse claim (including any
     writ, garnishment, judgment, attachment, execution or similar process)
     against the Account, any financial asset credited thereto or any security
     entitlement in respect thereof, the Securities Intermediary will promptly
     notify the Secured Party and the Lien Grantor thereof.

            SECTION 7. Maintenance of Account. In addition to, and not in lieu
     of, the obligation of the Securities Intermediary to honor entitlement
     orders as agreed in Section 3 hereof, the Securities Intermediary agrees to
     maintain the Account as follows:

                   (i) Lien Grantor Entitlement Orders; Notice of Exclusive
            Control. So long as the Securities Intermediary has not received a
            Notice of Exclusive Control (as defined below), the Securities
            Intermediary may, subject to paragraph (ii) below, comply with
            entitlement orders of the Lien Grantor or any duly authorized agent
            of the Lien Grantor in respect of the Account and any or all
            financial assets credited thereto. After the Securities Intermediary
            receives a written notice from the Secured Party that it is
            exercising exclusive control over the Account (a "NOTICE OF
            EXCLUSIVE CONTROL"), the Securities Intermediary will cease
            complying with entitlement orders of the Lien Grantor and any of its
            agents.

                   (ii) Limits on Free Deliveries From Account. Notwithstanding
            the provisions of paragraph (i) above, the Securities Intermediary
            shall not, without specific prior written consent of the Secured
            Party:

                            (a) accept or comply with any entitlement order from
                   the Lien Grantor, or any agent of the Lien Grantor,
                   withdrawing from the Account, or making a free delivery of,
                   any financial asset credited to the Account,

                            (b) deliver any such financial asset to the Lien
                   Grantor or

                            (c) pay to the Lien Grantor any credit balance or
                   other cash amount credited to the Account.

            provided that, until the Securities Intermediary receives a Notice
            of Exclusive Control, the Securities Intermediary may pay to the
            Lien Grantor amounts sufficient to pay all fees and expenses of, and
            to fund all redemptions from, the Lien Grantor in the ordinary
            course of business.

                   (iii) Voting Rights. Until the Securities Intermediary
            receives a Notice of Exclusive Control, the Lien Grantor shall be
            entitled to direct the Securities Intermediary with respect to the
            voting of any financial assets credited to the Account.

                   (iv) Statements and Confirmations. The Securities
            Intermediary will promptly send copies of all statements,
            confirmations and other correspondence concerning the Account and/or
            any financial assets credited thereto simultaneously to each of the
            Lien Grantor and the Secured Party at their respective addresses
            specified in Section 12 hereof.

                   (v) Tax Reporting. All items of income, gain, expense and
            loss recognized in the Account or in respect of any financial assets
            credited thereto shall be reported to the Internal Revenue Service
            and all state and local taxing authorities under the name and
            taxpayer identification number of the Lien Grantor.

            SECTION 8. Representations, Warranties and Covenants of the
     Securities Intermediary. The Securities Intermediary makes the following
     representations, warranties and covenants:

                   (i) The Account has been established as set forth in Section
            1 above and will be maintained in the manner set forth herein until
            this Agreement is terminated. The Securities Intermediary will not
            change the name or account number of the Account without the prior
            written consent of the Secured Party.

                   (ii) No financial asset credited to the Account is or will be
            registered in the name of the Lien Grantor, payable to the order of
            the Lien Grantor, or specially indorsed to the Lien Grantor, unless
            such financial asset has been further indorsed by the Lien Grantor
            to the Securities Intermediary or in blank.

                   (iii) This Agreement is a valid and binding agreement of the
            Securities Intermediary enforceable in accordance with its terms.

                   (iv) The Securities Intermediary has not entered into, and
            until the termination of this Agreement will not enter into, any
            agreement with any person (other than the Secured Party) relating to
            the Account and/or any financial asset credited thereto pursuant to
            which it has agreed, or will agree, to comply with entitlement
            orders of such person. The Securities Intermediary has not entered
            into any other agreement with the Lien Grantor or the Secured Party
            purporting to limit or condition the obligation of the Securities
            Intermediary to comply with entitlement orders as agreed in Section
            3 hereof.

            SECTION 9. Successors. This Agreement shall be binding upon, and
     shall inure to the benefit of, the parties hereto and their respective
     successors and assigns.

            SECTION 10. Notices. Each notice, request or other communication
     given to any party hereunder shall be in writing (which term includes
     facsimile or other electronic transmission) and shall be effective (i) when
     delivered to such party at its address specified below, (ii) when sent to
     such party by facsimile or other electronic transmission, addressed to it
     at its facsimile number or electronic address specified below, and such
     party sends back an electronic confirmation of receipt or (iii) ten days
     after being sent to such party by certified or registered United States
     mail, addressed to it at its address specified below, with first class or
     airmail postage prepaid:

            Lien Grantor:  Morgan Stanley Dean Witter Spectrum Commodity L.P.
                           c/o Demeter Management Corporation, General Partner
                           2 World Trade Center, 62nd Floor
                           New York, NY 10048


            Secured Party:
                           Morgan Stanley & Co. Incorporated
                           1 Pierrepont Plaza, 8th Floor
                           Brooklyn, New York 11210
                           Attention: Commodity Operations Manager


            Securities Intermediary:
                           Dean Witter Reynolds Inc.
                           2 World Trade Center
                           New York, NY 10048
                           Attention: Managed Futures Department




     Any party may change its address, facsimile number and/or e-mail address
     for purposes of this Section by giving notice of such change to the other
     parties in the manner specified above.

            SECTION 11. Termination. The rights and powers granted herein to the
     Secured Party (i) have been granted in order to perfect the Security
     Interest, (ii) are powers coupled with an interest and (iii) will not be
     affected by any bankruptcy of the Lien Grantor or any lapse of time. The
     obligations of the Securities Intermediary hereunder shall continue in
     effect until the Secured Party has notified the Securities Intermediary in
     writing that the Transaction Lien has been terminated pursuant to the terms
     of the Security Agreement.

                                         Morgan Stanley Dean Witter
                                         Spectrum Commodity L.P. Demeter
                                         Management Corporation, General Partner


                                         By: /s/ Robert E. Murray
                                             Name:  Robert E. Murray
                                             Title: President and Chairman


                                         MORGAN STANLEY & CO. INCORPORATED


                                         By: /s/ W. Thomas Clark
                                             Name:  W. Thomas Clark
                                             Title: Managing Director


                                         DEAN WITTER REYNOLDS INC.


                                         By: /s/ Robert E. Murray
                                             Name:  Robert E. Murray
                                             Title: Senior Vice President


<PAGE>


                                                                      EXHIBIT A

                                   [Letterhead of Secured Party]


                                            [Date]

[Name and Address of Securities Intermediary]

Attention: ________________________


           Re:  Notice of Exclusive Control

Ladies and Gentlemen:

            As referenced in the Securities Account Control Agreement dated as
of June 30, 2000 among Morgan Stanley Dean Witter Spectrum Commodity L.P. (the
"LIEN GRANTOR"), us and you (a copy of which is attached), we notify you that we
will hereafter exercise exclusive control over securities account number
__________ (the "ACCOUNT"), all financial assets from time to time credited
thereto and all security entitlements in respect thereof. You are instructed not
to accept any directions, instructions or entitlement orders with respect to the
Account or the financial assets credited thereto from the Lien Grantor or any of
its agents unless otherwise ordered by a court of competent jurisdiction.

            You are instructed to deliver a copy of this notice by facsimile
transmission to Morgan Stanley Dean Witter Spectrum Commodity L.P.

                                    Very truly yours,

                                         MORGAN STANLEY & CO. INCORPORATED


                                         By: _____________________________
                                             Title:


cc: Morgan Stanley Dean Witter Spectrum Commodity L.P.


<PAGE>


                                   Appendix A

Account numbers established by the Securities Intermediary for Morgan Stanley
Dean Witter Spectrum Commodity L.P.

1.  779-001042
2.  779-001092

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