AMENDED AND RESTATED
ESCROW AGREEMENT
Dated as of March 10, 2000
The Chase Manhattan Bank
450 W. 33rd Street, 15th Floor
New York, New York 10001
Attn: Mr. Paul Gilkeson
Re: Morgan Stanley Dean Witter Spectrum Series
Escrow Account
Gentlemen:
In accordance with arrangements made by Demeter
Management Corporation, a Delaware corporation (the "General
Partner"), on behalf of Morgan Stanley Dean Witter Spectrum
Select L.P., Morgan Stanley Dean Witter Spectrum Technical L.P.,
Morgan Stanley Dean Witter Spectrum Strategic L.P., Morgan
Stanley Dean Witter Spectrum Global Balanced L.P., Morgan Stanley
Dean Witter Spectrum Currency L.P. ("Spectrum Currency"), and
Morgan Stanley Dean Witter Spectrum Commodity L.P., each a
Delaware limited partnership (collectively, the "Partnerships,"
and each individually, a "Partnership"), and Dean Witter Reynolds
Inc., the selling agent for the Partnerships (the "Depositor";
the Partnerships and the Depositor being herein sometimes
collectively referred to as the "Parties" or, individually, as a
"Party"), the Depositor shall: (i) deliver to you, as Escrow
Agent, all subscription funds (by the direct transfer of
immediately available funds into a non-interest bearing escrow
account established by you for the Partnerships, for investment
in your interest bearing money market account) received by the
Depositor from each subscriber ("Subscriber" or, collectively,
the "Subscribers") during Spectrum Currency's "initial offering
period" (as such term is described in the prospectus, dated March
6, 2000, relating to Spectrum Currency and Spectrum Commodity)
and each Partnership's "continuing offering" (as such term is
described in the Partnerships' applicable Prospectus, each dated
March 6, 2000, as updated, supplemented, and amended from time to
time, the "Prospectuses") in connection with the offering to the
public of units of limited partnership interest of the
Partnerships (the "Units") and (ii) promptly transmit to the
General Partner a complete report of all funds deposited with you
during the initial offering period of Spectrum Currency and
continuing offering of each Partnership. You, as Escrow Agent,
shall hold such subscription funds together with any additions,
substitutions, or other financial instruments in which such funds
may be invested or for which such funds may be exchanged
(collectively referred to herein as the "Fund"), IN ESCROW upon
the following terms:
1. (a) Following receipt by you of written notice from the
General Partner that the General Partner has rejected a
Subscriber's subscription, in whole or in part, during either the
initial offering period of Spectrum Currency or continuing
offering of each Partnership, you shall transmit to the
Depositor, as soon as practicable but in no event later than
three business days following receipt by you of such notice, the
amount of such Subscriber's subscription funds that shall as
having been deposited with you hereunder and that the General
<PAGE>Partner shall have notified you have been rejected and any
interest earned on the Fund and allocated to the rejected amount
of such subscription in accordance with Section 2 hereof. You
shall at the same time give notice to the Depositor of the amount
of aggregate subscription funds and/or interest so returned.
(b) On the second business day before the
scheduled day of each closing, the General Partner shall notify
you of the portion of the Fund that represents subscriptions to
be accepted by the General Partner for each Partnership. Upon
receipt by you of joint written notice from the General Partner
and the Depositor on the date of each such closing to the effect
that all of the terms and conditions with respect to the release
of subscription funds from escrow set forth in the Prospectuses
have been fulfilled, you shall promptly pay and deliver to each
of the Partnerships that portion of the Fund specified for such
Partnership in the General Partner's prior instructions
(excluding any interest earned on the Fund and funds relating to
rejected subscriptions); provided, however, that in the case of
the initial closing of Spectrum Currency you will only pay and
deliver funds to the Partnerships after a minimum of 600,000
Units of Spectrum Currency have been subscribed for in the
aggregate and not rejected by the General Partner and a minimum
amount of $6,000,000 has cleared the U.S. banking system (the
subscription for each Unit of Spectrum Currency to be $10.00 at
the initial closing of Spectrum Currency and at each subsequent
closing, if any, at 100% of the net asset value per Unit of
Spectrum Currency as of the close of business on the day of the
closing).
(c) On the date of each closing, or as soon
thereafter as practicable, you shall transmit to the Depositor
an amount representing: (i) for each Subscriber whose
subscription shall be accepted by the General Partner in whole or
in part, any interest earned on the Fund and allocated to the
accepted portion of such Subscriber's subscription in accordance
with Section 2 hereof, and (ii) for each Subscriber whose
subscription shall have been rejected by the General Partner in
whole or in part but whose subscription funds shall not have been
previously returned to the Depositor by you in accordance with
Section 1(a) hereof, such Subscriber's subscription funds that
shall have been deposited with you hereunder and that shall have
been rejected by the General Partner, and any interest earned on
the Fund and allocated to the rejected amount of such
subscription in accordance with Section 2 hereof. You shall at
the same time give notice to the Depositor of the aggregate
amount of subscription funds and/or interest so returned.
(d) Notwithstanding Section 1(a) hereof, upon
receipt by you of written notice from the General Partner that a
Subscriber has been rejected or because such Subscriber has
provided bad funds in the form of a bad check, draft, or
otherwise to the Depositor, you shall transmit to the Depositor,
within three business days following receipt by you of such
notice, the amount of subscription funds deposited with you
hereunder relating to that amount (the portion of such
Subscriber's subscription for which good funds have not been
provided) together with any interest earned on the Fund and
allocated to such portion of such a subscription in accordance
with Section 2 hereof to the date of such return, and shall
immediately notify the General Partner of the return of such
funds.
<PAGE>
2. You shall hold the Fund (including any interest earned
thereon) for the account of the Partnerships pending delivery to
either the Partnerships or the Depositor, pursuant to Paragraphs
1 or 3 hereof, as the case may be. On each day that subscription
funds are
transferred to you hereunder in immediately available funds and
receipt is confirmed before 2:00 P.M., New York City time, you
shall immediately invest such subscription funds solely in your
interest bearing money market account. If subscription funds are
transferred to you in immediately available funds and receipt is
confirmed after 2:00 P.M., New York City time, you shall so
invest such funds on the next day. Interest earned on the Fund
shall be allocated by the Depositor among the Subscribers
proportionately based on (A) the amount of their respective
subscriptions on deposit in the Fund and (B) the period of time
from the date that their respective subscriptions shall have been
deposited in the Fund to the earlier of the delivery of the Fund
to the Partnerships at a closing or the Depositor in accordance
with Sections 1 or 3 hereof, as the case may be.
3. If, during the initial offering period of Spectrum Currency,
you are notified in writing jointly by the Parties that
subscriptions for fewer than 600,000 Units have been subscribed
for and not rejected by the General Partner, that the offering of
Units has been terminated, and that no initial closing of
Spectrum Currency will be held, you shall transmit to the
Depositor, as soon as practicable but in no event later than
three business days after receipt by you of such notice, an
amount representing the full amount of all subscription funds
that shall have been deposited with you hereunder, together with
any interest earned on the Fund in accordance with Section 2
hereof. You shall at the same time give notice to the Depositor
of the aggregate amounts of subscription funds and/or interest so
returned.
4. The Parties further agree with you as follows:
(a) Your duties and responsibilities shall be
limited solely to those expressly set forth in this Agreement and
are ministerial in nature. You shall neither be subject to nor
obliged to recognize any other agreement between, or other
direction or instruction of, any or all of the Parties or any
Subscriber even though reference thereto may be made herein;
provided, however, that with your written consent, this Agreement
may be amended at any time or times by an instrument in writing
signed by the Parties.
(b) You are authorized, in your sole discretion,
to disregard any and all notices or instructions given by any of
the Parties or by any other person, firm, or corporation, except
only such notices or instructions as are hereunder provided for
and orders or process of any court entered or issued with or
without jurisdiction. If the Fund or any part thereof is at any
time attached, garnished, or levied upon under any court order or
in case the payment, assignment, transfer, conveyance, or deliv
ery of the Fund shall be stayed or enjoined by any court order,
or in case any order, judgment, or decree shall be made or
entered by any court affecting the Fund or any part thereof, then
and in any such event you are authorized, in your sole discre
tion, to rely upon and comply with any such order, writ, judg
ment, or decree that you are advised by legal counsel of your own
choosing is binding upon you, and if you comply with any such
order, writ, judgment, or decree you shall not be liable to any
of the Parties or to any
<PAGE>other person, firm, or corporation by reason
of such compliance even though such order, writ, judgment, or
decree may be subsequently reversed, modified, annulled, set
aside, or vacated.
(c) You shall be fully protected in relying upon
any written notice, demand, certificate, document, or instrument
believed by you in good faith to be genuine and to have been
signed or presented by the proper person or persons or Party or
Parties. The Parties shall provide you with a list of
officers and employees who shall be authorized to deliver
instructions hereunder. You shall not be liable for any action
taken or omitted by you in connection herewith in good faith and
in the exercise of your own best judgment.
(d) Should any dispute arise with respect to the
delivery, ownership, right of possession, and/or disposition of
the subscription funds deposited with you hereunder, or should
any claim be made upon any such subscription funds by a third
party, you, upon receipt of written notice of such dispute by any
of the Parties or by a third party, are authorized and directed
to retain in your possession all or any of such subscription
funds until such dispute shall have been settled either by mutual
agreement of the parties involved or by final order, decree, or
judgment of any court in the United States.
(e) If for any reason funds are deposited in the
escrow account other than by transfer of immediately available
funds, you shall proceed as soon as practicable to collect
checks, drafts, and other collection items at any time deposited
with you hereunder. All such collections shall be subject to the
usual collection agreement regarding items received by your
commercial banking department for deposit or collection;
provided, however, that if any check, draft, or other collection
item at any time deposited with you hereunder is returned to you
as being uncollectable (except by reason of an account closing),
you shall attempt a second time to collect such item before
returning such item to the Depositor as uncollectable. Subject
to the foregoing, you shall promptly notify the Parties of any
uncollectable check, draft, or other collection item deposited
with you hereunder and shall promptly return such uncollectable
item to the Depositor, in which case you shall not be liable to
pay any interest on the subscription funds represented by such
uncollectable item. In no event, however, shall you be required
or have a duty to take any legal action to enforce payment of any
check or note deposited hereunder.
(f) You shall not be responsible for the
sufficiency or accuracy of the form, execution, validity, or
genuineness of documents now or hereafter deposited with you
hereunder, or for any lack of endorsement thereon or for any
description therein, nor shall you be responsible or liable in
any respect on account of the identity, authority, or rights of
the persons executing or delivering or purporting to execute or
deliver any such document, or endorsement or this Agreement. You
shall not be liable for any loss sustained as a result of any
investment made pursuant to the instructions of the Parties or as
a result of any liquidation of an investment prior to its
maturity or the failure of the Parties to give you any
instructions to invest or reinvest the Fund or any earnings
thereon.
<PAGE>
(g) All notices required or desired to be deliv
ered hereunder shall be in writing and shall be effective when
delivered personally on the day delivered, or when given by
registered or certified mail, postage prepaid, return receipt re
quested, on the day of receipt, addressed as follows (or to such
other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):
if to a Partnership, the Partnerships or the
General Partner:
Demeter Management Corporation
Two World Trade Center, 62nd Floor
New York, New York 10048
Attn: Mr. Robert E. Murray
President
if to the Depositor:
Dean Witter Reynolds Inc.
Two World Trade Center, 62nd Floor
New York, New York 10048
Attn: Mr. Robert E. Murray
Senior Vice-President
in either case with a copy to:
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attn: Edwin L. Lyon, Esq.
if to you:
The Chase Manhattan Bank
450 W. 33rd Street, 15th Floor
New York, New York 10001
Attn: Mr. Paul Gilkeson
Whenever, under the terms hereof, the time for giving a notice or
performing an act falls on a Saturday, Sunday, or legal holiday,
such time shall be extended to the next business day.
(h) The Depositor agrees to indemnify, defend,
and hold you harmless from and against, any and all loss, damage,
tax, liability, and expense that may be incurred by you arising
out of or in connection with your duties hereunder, except as
caused by your gross negligence, bad faith, or willful
misconduct, including the legal costs and expenses of defending
yourself against any claim or liability in connection with your
performance hereunder.
<PAGE>
(i) You shall be paid by the Depositor for your
services a fee of $3,000 in advance for each twelve month period;
the first twelve month period beginning from the date of this
Agreement (each twelve month period shall be called a "Fee
Period").
(j) It is understood that you may at any time
resign hereunder as Escrow Agent by giving written notice of your
resignation to the Parties at their address set forth above at
least 20 days prior to the date specified for such resignation to
take effect, and upon the effective date of such resignation, all
property then held by you hereunder shall be delivered by you to
such person as may be designated jointly by the Parties in
writing, whereupon all your obligations hereunder shall cease and
terminate. If you shall resign prior to the conclusion of any
Fee Period you shall pay to the Depositor an amount equal to the
product of $3,000 and a fraction, the numerator of which shall be
the number of days remaining in the Fee Period and the
denominator of which shall be 365. If no successor Escrow Agent
has been appointed or has accepted such appointment by such date,
all your obligations hereunder shall nevertheless cease and
terminate. Your sole responsibility thereafter shall be to keep
safely all property then held by you and to deliver the same to a
person designated by the Parties hereto or in accordance with the
directions of a final order or judgment of a court of competent
jurisdiction.
5. This Agreement shall be governed by and construed in
accordance with the law of the State of New York and any action
brought hereunder shall be brought in the courts of the State of
New York, sitting in the County of New York.
6. The undersigned Escrow Agent hereby acknowledges and agrees
to hold, deal with, and dispose of, the Fund (including any
interest earned thereon) and any other property at any time held
by the Escrow Agent hereunder in accordance with this Agreement.
<PAGE>
If the foregoing Agreement is satisfactory to you,
please so indicate by signing at the place provided below.
Sincerely,
MORGAN STANLEY DEAN WITTER SPECTRUM SELECT
L.P.
By: Demeter Management Corporation, as
general partner
By:/s/ Robert E. Murray
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER SPECTRUM
TECHNICAL L.P.
By: Demeter Management Corporation, as
general partner
By:/s/ Robert E. Murray
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER SPECTRUM
STRATEGIC L.P.
By: Demeter Management Corporation, as
general partner
<PAGE>
By:/s/ Robert E. Murray
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL
BALANCED L.P.
By: Demeter Management Corporation, as
general partner
By:/s/ Robert E. Murray
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER SPECTRUM
CURRENCY L.P.
By: Demeter Management Corporation, as
general partner
By:/s/ Robert E. Murray
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER SPECTRUM
COMMODITY L.P.
By: Demeter Management Corporation, as
general partner
By:/s/ Robert E. Murray
Robert E. Murray
President
DEAN WITTER REYNOLDS INC.
<PAGE>
By:/s/ Robert E. Murray
Robert E. Murray
President
Accepted and agreed to:
THE CHASE MANHATTAN BANK
By:/s/ P.J. Gilkeson
P.J. Gilkeson
Vice-President
