<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2000
REGISTRATION NO. 333-91567
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MORGAN STANLEY DEAN WITTER
CHARTER WELTON L.P.
(Exact name of registrant as specified in charter document)
<TABLE>
<S> <C> <C>
DELAWARE 6799 13-4018063
(State of Organization (Primary Standard Industrial (IRS Employer
of Issuer) Classification Code Number) Identification Number)
</TABLE>
------------------------
<TABLE>
<S> <C>
Two World Trade Center, 62nd Floor Robert E. Murray
New York, New York 10048 DEMETER MANAGEMENT CORPORATION
(212) 392-8899 Two World Trade Center, 62nd Floor
(Address, including zip code and telephone number, New York, New York 10048
including area code, (212) 392-8899
of registrant's principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
Edwin L. Lyon, Esq. Isaac Finkle, Esq.
Cadwalader, Wickersham & Taft Dean Witter Reynolds Inc.
1333 New Hampshire Avenue, N.W. Two World Trade Center, 65th Floor
Washington, D.C. 20036 New York, New York 10048
(202) 862-2200 (212) 392-7791
</TABLE>
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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.
Pursuant to Rule 429 of the Securities Act of 1933, the Prospectus which is
part of this Registration Statement is a combined prospectus and includes all
the information currently required in a prospectus relating to the securities
covered by Registration Statement No. 333-60097. This Registration Statement
also relates to 303,152.433 unsold Units of Limited Partnership Interest of the
Registrant as of January 31, 2000, and therefore constitutes a Post-Effective
Amendment to Registration Statement No. 333-60097.
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) (1) FEE (1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of Limited Partnership 6,000,000
Interest.............................. Units $8.21 $49,260,000 $13,694
- -------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) Offering price and registration fee based upon the approximate Net Asset
Value per Unit of the Partnership on November 15, 1999, in accordance with
Rule 457(d).
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<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM LOCATION IN
NO. REGISTRATION ITEM PROSPECTUS
- ---- ----------------------------------------------------- ------------------------------------------
<C> <S> <C>
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; Risk Factors; Description of
Charges; Use of Proceeds; The General
Partner; The Commodity Brokers.
4. Use of Proceeds...................................... Use of Proceeds.
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; Risk Factors; Use of Proceeds;
The Charter Series; The Trading
Advisors; The Futures, Options, and
Forwards Markets; The Limited
Partnership Agreements.
(b) Description of Property.......................... Not Applicable.
(c) Legal Proceedings................................ Litigation; The Trading Advisors.
(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) Quantitative and Qualitative Disclosures About
Market Risk...................................... Quantitative and Qualitative Disclosures
About Market Risk
(k) Directors and Executive Officers................. The General Partner.
(l) Executive Compensation........................... Summary; Conflicts of Interest; Fiduciary
Responsibility; Description of Charges;
Risk Factors; The Trading Advisors; The
General Partner; The Commodity Brokers.
(m) Security Ownership of Certain Beneficial Owners
and Management................................... The General Partner; Independent Auditors'
Reports.
(n) Certain Relationships and Related Transactions... Summary; 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.
</TABLE>
<PAGE>
EXPLANATORY STATEMENT
The Prospectus contained in this Registration Statement relates not only to
303,152.433 Units of Limited Partnership Interest of Morgan Stanley Dean Witter
Charter Welton L.P. remaining unsold as of January 31, 2000 from Registration
Statement No. 333-60097, and 6,000,000 Units of Limited Partnership Interest
covered by this Registration Statement, but to
(i) 911,521.295 Units of Limited Partnership Interest of Morgan Stanley
Dean Witter Charter Graham L.P. remaining unsold as of January 31, 2000 from
Registration Statement No. 333-60115, and 6,000,000 Units of Limited Partnership
Interest covered by a new Registration Statement on Form S-1 filed
simultaneously herewith; and
(ii) 383,713.391 Units of Limited Partnership Interest of Morgan Stanley
Dean Witter Charter Millburn L.P. remaining unsold as of January 31, 2000 from
Registration Statement No. 333-60103, and 6,000,000 Units of Limited Partnership
Interest covered by a new Registration Statement on Form S-1 filed
simultaneously herewith.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITEIS AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION: MARCH 17, 2000
MORGAN STANLEY DEAN WITTER CHARTER SERIES
<TABLE>
<CAPTION>
MAXIMUM NET ASSET
AVAILABLE VALUE
UNITS PER UNIT
-------------- ---------
<S> <C> <C>
$
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P. 6,911,521.295 10.55
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P. 6,383,713.391 9.48
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P. 6,303,152.433 8.39
</TABLE>
Each partnership trades futures, forwards and options contracts pursuant to
trading programs employed by the trading advisor for that partnership. You may
purchase units as of the last day of each month. The price you pay for each unit
will equal 100% of the net asset value per unit on the date of purchase. The
total number of units available and the net asset value per unit for each
partnership as of January 31, 2000 is set forth above:
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<S> <C> <C>
Minimum Initial Purchase..................... $ 20,000 in one or more partnerships
Minimum Per Partnership...................... $ 5,000
Minimum Purchase for Existing Investors...... $ 1,000
</TABLE>
Before you invest you will be required to represent and warrant that you meet
applicable state minimum financial suitability standards. You are encouraged to
discuss your investment with your financial, legal, and tax advisors before you
invest.
Your subscription funds will be held in escrow at The Chase Manhattan Bank, New
York, New York until they are transferred to the partnership whose units you
have purchased.
THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THIS PROSPECTUS CAREFULLY AND CONSIDER
THE "RISK FACTORS" SECTION BEGINNING ON PAGE * . IN PARTICULAR, YOU SHOULD BE
AWARE THAT:
* Each partnership's futures, forwards and options trading is speculative
and trading performance has been, and is expected to be, volatile.
* Each partnership's trading is highly leveraged, which accentuates the
trading profit or trading loss on a trade.
* Past performance is not necessarily indicative of future results.
* You may not redeem your units until you have been an investor for at
least six months.
* If you redeem units within 24 months after they are purchased, you will
pay a redemption charge except in defined circumstances.
* Units will not be listed on an exchange and no other secondary market
will exist for the units.
* The fixed expenses of each partnership will require the partnership to
earn annual net trading profits, after taking into account estimated
interest income, of the following percentages of average annual net
assets:
<TABLE>
<CAPTION>
WITHOUT A WITH A 2%
REDEMPTION CHARGE REDEMPTION CHARGE
----------------- -----------------
<S> <C> <C>
Charter Graham..................... 4.00% 6.04%
Charter Millburn................... 4.00% 6.04%
Charter Welton..................... 4.00% 6.04%
</TABLE>
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. 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.
------------------------
MORGAN STANLEY DEAN WITTER
DEAN WITTER REYNOLDS INC.
MARCH * , 2000
<PAGE>
COMMODITY FUTURES TRADING COMMISSION
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 THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
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 * AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS
TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE * .
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THESE COMMODITY POOLS. 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 * .
YOU SHOULD ALSO BE AWARE THAT EACH OF THESE COMMODITY POOLS 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
THE POOL AND ITS 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.
i
<PAGE>
PART ONE
DISCLOSURE DOCUMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary............................................................... 1
Risk Factors.......................................................... 9
Trading and Performance Risks....................................... 9
The partnerships' trading is speculative and volatile............. 9
The partnerships' trading is highly leveraged..................... 9
Options trading can be more volatile than futures trading......... 9
You should not rely on the past performance of a partnership in
deciding to purchase units...................................... 9
Market illiquidity may cause less favorable trade prices.......... 9
Trading on foreign exchanges presents greater risks to each
partnership than trading on U.S. exchanges...................... 10
The unregulated nature of the forwards markets creates
counterparty risks that do not exist in futures trading on
exchanges....................................................... 10
The partnerships are subject to speculative position limits....... 11
The partnerships could lose assets and have their trading
disrupted if a commodity broker or others become bankrupt....... 11
Euro conversion limits a trading advisor's ability to trade
individual currencies and could result in trading losses........ 11
Partnerships and Offering Risks..................................... 11
Each partnership incurs substantial charges....................... 11
Incentive fees may be paid by a partnership even though the
partnership sustains trading losses............................. 11
Restricted investment liquidity in the units...................... 11
Conflicts of interest in each partnership's structure............. 11
An investment in units may not diversify an overall portfolio..... 11
Trading Advisors Risks.............................................. 12
Reliance on the trading advisors to trade successfully............ 12
Market factors may adversely influence the trading programs....... 12
Single-advisor funds lack the diversity of multi-advisor funds.... 12
Increasing the assets managed by a trading advisor may adversely
affect performance.............................................. 12
Charter Graham's use of an increased rate of leverage could affect
future performance.............................................. 12
Limited partners will not be aware of changes to trading
programs........................................................ 13
Limited term of management agreements may limit access to a
trading advisor................................................. 13
<CAPTION>
PAGE
<S> <C>
Taxation Risks...................................................... 13
Even though the partnerships do not intend to make distributions,
you will be liable for taxes on your share of any trading
profits and any other income of the partnerships in which you
have invested................................................... 13
The partnerships' tax returns could be audited.................... 13
Conflicts of Interest................................................. 13
Fiduciary Responsibility and Liability................................ 15
Description of Charges................................................ 17
Use of Proceeds....................................................... 20
The Charter Series.................................................... 22
Selected Financial Data............................................... 28
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 28
Quantitative and Qualitative Disclosures About Market Risk............ 32
The General Partner................................................... 40
The Trading Advisors.................................................. 46
Exchange Right........................................................ 81
Redemptions........................................................... 82
The Commodity Brokers................................................. 84
Litigation............................................................ 85
The Limited Partnership Agreements.................................... 86
Plan of Distribution.................................................. 90
Subscription Procedure................................................ 92
Purchases by Employee Benefit Plans--ERISA Considerations............. 94
Material Federal Income Tax Considerations............................ 95
State and Local Income Tax Aspects.................................... 101
Legal Matters......................................................... 102
Experts............................................................... 102
Where You Can Find More Information................................... 102
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
The Futures, Options, and Forwards Markets............................ 103
Potential Advantages.................................................. 107
Supplemental Performance Information.................................. 119
Glossary of Terms.....................................................
Financial Statements.................................................. F-1
Exhibit A--Form of Limited Partnership Agreement.................... A-1
Annex A--Request for redemption................................... A-21
Exhibit B--Specimen Form of Subscription and Exchange Agreement and
Power of Attorney................................................. B-1
Exhibit C--Subscription Agreement Update Form....................... C-1
ii
</TABLE>
<PAGE>
The date of this prospectus is March * , 2000.
SUMMARY
Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and its exhibits
carefully before you decide to invest.
MORGAN STANLEY DEAN WITTER CHARTER SERIES
The Morgan Stanley Dean Witter Charter Series consists of three
continuously offered limited partnerships, each organized in the State of
Delaware on July 15, 1998:
Morgan Stanley Dean Witter Charter Graham L.P.
Morgan Stanley Dean Witter Charter Millburn L.P.
Morgan Stanley Dean Witter Charter Welton L.P.
The offices of each partnership are located at Two World Trade Center, 62nd
Floor, New York, New York 10048, telephone (212) 392-8899.
Each partnership provides the opportunity to invest in futures contracts
managed by an experienced, professional trading advisor. Since each
partnership's assets are traded by different trading advisors, each employing a
different trading program, you should review the specific information relating
to each partnership and its trading advisor to better understand how a
partnership may fit into your overall investment plan. If you decide to invest
in more than one partnership, you may allocate your investment among any one or
more of the partnerships and, after an initial six-month holding period, you may
shift your investment among one or more of the other Charter Series
partnerships.
A futures contract is an agreement to buy or sell a fixed amount of a
commodity or other underlying product, instrument or index at a predetermined
price at a specified time in the future. In order to secure its obligation to
make or take delivery under a futures contract, the trader must deposit funds,
referred to as margin, with the commodity broker through which it trades. An
option on a futures contract gives the buyer of the option, in exchange for a
one-time payment known as premium, the right, but not the obligation, to buy or
sell a futures contract at a specified price within a specified period of time.
The seller of an option on a futures contract receives the premium payment and
has the obligation to buy or sell the futures contract at the specified price
within the specified period of time. Futures contracts and options on futures
contracts are traded on U.S. and foreign exchanges. A forward contract is an
agreement directly between two parties to buy or sell a fixed amount of an
underlying product at an agreed price at an agreed date in the future. Forward
contracts are not traded on exchanges, but rather are traded in the dealer
markets. A partnership may take long positions in futures, forwards, and options
contracts in which the partnership is obligated to take delivery of the
underlying commodity, product, instrument, or index. A partnership also may take
short positions in those contracts in which the partnership has an obligation to
deliver the underlying commodity, product, instrument, or index. Futures,
forwards and options contracts are traded in a number of commodities, products,
instruments, and indices, including foreign currencies, financial instruments,
precious and industrial metals, energy products, agricultural commodities, stock
indices, and soft commodities like cotton and cocoa. For additional information
on the futures, options, and forwards markets, see "Statement of Additional
Information" beginning on page * .
The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of stocks and bonds. While the
partnerships have the same over-all investment objective, and the trading
advisors may trade in the same futures, forwards, and options contracts, each
trading advisor and its trading programs trades differently. Each partnership
has a different trading
1
<PAGE>
advisor and trading program. You should review and compare the specifics of each
partnership, its terms, and its trading advisor before selecting one or more
partnerships in which to invest.
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
This partnership's assets are traded by Graham Capital Management, L.P.
pursuant to its Global Diversified Program at 1.5 times the leverage it normally
applies for the program. The Global Diversified Program utilizes computerized
trading models to participate in the potential profit opportunities of
approximately 80 markets. 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. The program will normally have weightings of
approximately 25% in futures contracts based on short-term and long-term global
interest rates, 27% in currencies, 17% in stock index futures, 16% in
agricultural futures, 8% in metal futures, and 7% in energy futures. The actual
weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
This partnership's assets are traded by Millburn Ridgefield Corporation
pursuant to its Diversified Portfolio at standard leverage. The objective of
Millburn's trading method is to participate in major sustained price moves in
the markets traded. Millburn will make trading decisions pursuant to its trading
method which includes technical trend analysis and certain non-trend-following
technical systems, as well as the application of money management principles.
The Diversified Portfolio trades approximately 50 markets and will normally have
weightings of approximately 47% in currencies, 18% in interest rate, 8% in softs
and agricultural futures, 9% in stock index futures, 11% in energy futures, and
7% in metal futures. The actual weightings and leverage used in each market may
change over time.
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
This partnership's assets are traded by Welton Investment Corporation
pursuant to its Diversified Portfolio at standard leverage. The Diversified
Portfolio employs multiple trading strategies, consisting primarily of
proprietary mathematical systems, in an attempt to profitably participate in a
variety of market conditions. The Diversified Portfolio trades in over 75 global
futures, forwards, and options markets and will normally have weightings of
approximately 28% in global interest rate futures, 23% in currencies, 21% in
stock index futures, 10% in agricultural futures, 10% in metal futures, and 8%
in energy futures. The actual weightings and leverage used in each market may
change over time.
WHO MAY SUBSCRIBE
INVESTMENT CONSIDERATIONS
You should purchase units in a partnership only if you understand the risks
involved in the investment and only if your financial condition permits you to
bear those risks, including the risk of losing all or substantially all of your
investment in the partnership. You should invest in the units only with the risk
capital portion of your investment portfolio.
MINIMUM INVESTMENT
If you are a new investor in the Charter Series of partnerships, you must
invest at least $20,000. You may allocate your investment among any one or more
of the partnerships in the Charter Series, but you must invest at least $5,000
in a partnership. Once you become an investor in any Charter Series partnership
you may increase that investment with an additional contribution of at least
$1,000.
2
<PAGE>
If you are an investor in another limited partnership for which Demeter
Management Corporation serves as the general partner, you may redeem your
interest in that other partnership and use the proceeds to invest in any one or
more of the Charter Series of partnerships. The $20,000 minimum subscription
will be satisfied if the proceeds from the redemption would have equaled at
least $20,000 as of the last day of the month immediately preceding the monthly
closing at which the units are purchased, irrespective of whether the actual
proceeds from the redemption are less than $20,000 when the units are redeemed.
The general partner may, in its sole discretion, reject any subscription in
whole or in part.
FINANCIAL SUITABILITY
Unless otherwise specified in the subscription agreement under "State
Suitability Requirements," you must have either: a net worth of at least
$150,000, exclusive of home, furnishings, and automobiles; or both a net worth
of at least $45,000, exclusive of home, furnishings, and automobiles, and an
annual income of at least $45,000. You should be aware, however, that certain
states impose more restrictive suitability and/or higher minimum investment
requirements. Before you invest you will be required to represent and warrant
that you meet the applicable state minimum financial suitability standard set
forth in the subscription agreement, which may also require a greater minimum
investment.
LIMITED REVOCATION RIGHT
After you subscribe for units in any Charter Series partnership, you will
have limited rights to revoke your subscription. You may only revoke a
subscription and receive a full refund of the subscription amount, plus any
accrued interest, within five business days after execution of the subscription
agreement or no later than 3:00 P.M., New York City time, on the date of the
applicable monthly closing, whichever comes first, by delivering written notice
to your Morgan Stanley Dean Witter financial advisor.
THE OFFERING OF UNITS
THE CHARTER SERIES CONTINUOUS OFFERING
Each partnership is continuously offering units of limited partnership
interest for sale at monthly closings held as of the last day of each month. You
can purchase units at a price equal to 100% of a partnership's month-end net
asset value. The general partner calculates each partnership's month-end net
asset value per unit on a monthly basis by dividing the partnership's month-end
net assets by the number of its month-end outstanding units. A partnership's net
assets is its assets minus its liabilities.
ESCROW TERMS
During each partnership's continuous offering, your subscription will be
transferred to, and held in escrow by, The Chase Manhattan Bank, New York, New
York. Subscription funds held in escrow will be invested in the escrow agent's
money market account and will earn interest at the rate then paid by the bank on
that money market account. If the general partner accepts your subscription, the
escrow agent will pay the subscription amount to the appropriate partnerships
and pay any interest earned on those funds to Dean Witter. In turn, Dean Witter
will credit your customer account with the interest. If the general partner
rejects a subscription, your account will be credited in an amount equal to the
rejected subscription amount, together with any interest earned on those funds
while held in escrow.
SUMMARY OF RISK FACTORS YOU SHOULD CONSIDER
* These are speculative securities.
* You could lose all or substantially all of your investment in the
partnerships.
3
<PAGE>
* Past performance is not necessarily indicative of future results.
* Each partnership's futures, forwards, and options trading is speculative
and trading performance has been, and is expected to be, volatile.
* Each partnership's trading is highly leveraged, which accentuates the
trading profit or loss on a trade.
* You may not redeem your units until you have been an investor for at
least six months.
* If you redeem units within 24 months after they are purchased, you will
pay a redemption charge except in defined circumstances.
* Units will not be listed on an exchange and no other secondary market
will exist for the units.
* Each partnership pays substantial charges and fees and must earn
substantial trading profits in order to pay these expenses.
* Profits earned by a partnership will be taxable to an investor even
though the general partner does not intend to make any distributions.
MAJOR CONFLICTS OF INTEREST
* Because the general partner and Dean Witter are affiliates of each other,
the fees payable to Dean Witter and the other terms relating to the
operation of the partnerships and the sale of units were not negotiated
by an independent party.
* Because your Morgan Stanley Dean Witter financial advisor receives a
portion of the brokerage fees paid by the partnerships, your financial
advisor has a conflict of interest in advising you in the purchase or
redemption of units.
* The trading advisors, commodity brokers and general partner may trade
futures, forwards and options for their own accounts and, thus, they may
compete with a partnership for positions. Also, the other commodity pools
managed by the general partner and the trading advisors compete with the
partnerships for positions. These conflicts can result in less favorable
prices on the partnerships' transactions.
THE GENERAL PARTNER
The general partner of each partnership is Demeter Management Corporation,
a Delaware corporation. The general partner is or has been the general partner
of 35 commodity pools and currently operates 26 other commodity pools. As of
January 31, 2000, the general partner managed $1.4 billion of client assets. 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 COMMODITY BROKERS
The commodity brokers for the partnerships are responsible for assuring
that the partnerships' trades are properly processed and recorded or "cleared"
by the clearinghouse affiliated with the exchange on which the trade took place,
and for holding the partnerships' funds deposited with the commodity brokers as
margin for the trades.
Dean Witter is the non-clearing commodity broker for each partnership. As
non-clearing commodity broker, Dean Witter holds each partnership's funds and
provides margin funds to the clearing commodity broker for the partnership's
futures, forwards, and options positions.
Carr Futures Inc. serves as the clearing commodity broker for each
partnership. The clearing commodity broker is responsible for processing and
clearing the futures and options transactions placed by the trading advisor for
the account of a partnership. Carr Futures also acts as the dealer on each
foreign currency forward contract for the partnerships.
4
<PAGE>
ORGANIZATIONAL CHART
Following is an organizational chart for each partnership, showing the
relationships among the various parties involved with this offering. With the
exception of Carr Futures and all of the trading advisors, all parties are
affiliates of Morgan Stanley Dean Witter & Co.
<TABLE>
<S> <C> <C> <C>
Morgan Stanley Dean
Witter & Co.
wholly-owned wholly-owned
Dean Witter Demeter general 23 other commodity
partnership pools*
interest
Selling Agreement
SELLING AGENT AND
NON-CLEARING COMMODITY
BROKER GENERAL PARTNER
general partnership
Customer Agreement interest Management Agreements
Charter Graham
Charter Millburn
Charter Welton
Customer Agreement
Customer Agreement Management Agreements
F/X Agreement
Trading Advisor
Carr Futures
CLEARING COMMODITY
BROKER
</TABLE>
- ------------------
*Demeter presently serves as general partner for 26 other commodity pools.
Dean Witter acts as the non-clearing commodity broker for all of the pools and
Carr Futures acts as clearing commodity broker for all of the pools except one.
Dean Witter has also served as selling agent for all but one of the pools
managed by Demeter. All of the pools, including the partnerships, are managed
and traded independently of one another.
5
<PAGE>
FEES TO BE PAID BY THE PARTNERSHIPS
The partnerships pay the following monthly fees:
<TABLE>
<CAPTION>
MANAGEMENT FEE BROKERAGE FEE
(ANNUAL RATE) INCENTIVE FEE (ANNUAL RATE)
-------------- -------------- -------------
% % %
<S> <C> <C> <C>
Charter Graham.................. 2.00 20.00 7.00
Charter Millburn................ 2.00 20.00 7.00
Charter Welton.................. 2.00 20.00 7.00
</TABLE>
The management fee payable to each trading advisor and the brokerage fee
payable to Dean Witter are based on a percentage of net assets and will be paid
monthly regardless of a partnership's performance. Each partnership pays its
trading advisor an incentive fee only if trading profits are earned on the net
assets managed by the trading advisor. Trading profits represent the amount by
which profits from futures, forwards, and options trading exceed losses, after
brokerage, management and incentive fees have been paid.
Neither you nor the partnerships will pay any selling commissions or
continuing offering expenses in connection with the offering of units by the
partnerships. Dean Witter will pay all costs incurred in connection with the
continuing offering of units of each partnership and will pay the ordinary
administrative expenses of each partnership. Each partnership will pay any
extraordinary expenses it may incur.
BREAK EVEN ANALYSIS
Following is a table that sets forth the fees and expenses that you would
incur on an initial investment of $20,000 in a partnership and the amount that
your investment must earn, after taking into account estimated interest income,
in order to break even after one year and more than two years. The fees and
expenses applicable to each partnership are described above.
<TABLE>
<CAPTION>
$20,000 INVESTMENT
------------------
<S> <C>
Management Fee.................................................... 400
Brokerage Fee..................................................... 1,400
Less: Interest Income (1)......................................... (1,000)
Incentive Fee (2)................................................. --
Redemption Charge (3)............................................. 408
Amount of trading profits a partnership must earn for you to
recoup your initial investment at the end of one year after
paying a redemption charge...................................... 1,208
Trading profits as a percentage of net assets that a partnership
must earn for you to recoup your initial investment at the end
of one year after paying a redemption charge.................... 6.04%
Amount of trading profits a partnership must earn each year for
you to recoup your initial investment after two years with no
redemption charge............................................... 800
Trading profits as a percentage of net assets that a partnership
must earn each year for you to recoup your initial investment
after two years with no redemption charge....................... 4.00%
</TABLE>
- ------------------
(1) The partnerships receive interest at the rate earned by Dean Witter on its
U.S. Treasury bill investments with customer segregated funds as if 100% of
each partnership's average daily net assets for the month were held and
invested at that rate. In addition, Dean Witter will credit each partnership
with 100% of the interest income Dean Witter receives from Carr Futures with
respect to such partnership's assets deposited as margin with Carr Futures.
For purposes of the break-even calculation, it was estimated that
approximately 80% of a partnership's average daily funds maintained in
trading accounts will be on deposit with Dean Witter and
6
<PAGE>
earn interest income at a rate of approximately 5.15%, and that
approximately 20% of a partnership's average daily funds maintained in
trading accounts will be on deposit with Carr Futures and generate interest
income at a rate of approximately 4.40%. An interest rate of 5.15% was
derived by using an average of the blended rate for the five most recent
weekly auction rates for three-month U.S. Treasury bills and adjusting for
the historical rate that Dean Witter earned in excess of such amount. The
combined rate used for this break-even analysis is estimated to be
approximately 5.00%.
(2) Incentive fees are paid to a trading advisor only on trading profits earned.
Trading profits are determined after deducting all partnership expenses,
other than any extraordinary expenses, and do not include interest income.
Therefore, incentive fees will be zero at the partnership's break even point
on the assets managed by the trading advisor. Further, there do not need to
be trading profits to cover the redemption charge because the interest
earned by the partnership during the year will exceed the redemption charge
to the investor.
(3) Units redeemed at the end of one year from the date of purchase are
generally subject to a 2% redemption charge; after two years there are no
redemption charges.
REDEMPTION CHARGES INCURRED BY YOU
You will pay a redemption charge of 2% of the net asset value of the units
redeemed if you redeem within the first twelve months after the units were
purchased, and 1% if you redeem units within the thirteenth through
twenty-fourth months after the units were purchased. Units are not subject to a
redemption charge after you have owned them for more than 24 months.
You will not incur a redemption charge if you redeem units during the first
24 months after they were issued in the following circumstances:
* If you purchase at least $500,000 of units.
* If you redeem units immediately following notice of an increase in
brokerage, management or incentive fees.
* If you redeem units in connection with an exchange for units in another
Charter Series partnership.
* If you acquire units with the proceeds from the redemption of interests
in a non-Charter Series partnership for which Demeter serves as the
general partner, you will not be subject to a redemption charge on those
units when they are redeemed.
* If you previously redeemed units and paid a redemption charge or held
those units for at least 24 months, you will not have to pay a redemption
charge on subsequently purchased units provided they are purchased within
12 months of the redemption of the old units and the purchase price of
the new units does not exceed the net proceeds received from the prior
redemption.
REDEMPTIONS
Once you have been an investor in any Charter Series partnership for more
than six months, you are permitted to redeem any part of your investment, even
if subsequent purchases have been held for less than six months. However, you
will pay a redemption charge of 2% of the net asset value redeemed if your
redeemed units were purchased within 12 months of the date of redemption, and 1%
if purchased within 13 to 24 months of the date of redemption. You will not be
subject to a redemption charge after you have owned your units for more than 24
months. Unless you are redeeming your entire interest in a partnership,
redemptions may only be made in whole units, with a minimum of 100 units
required for each redemption.
7
<PAGE>
EXCHANGE RIGHT
You may redeem units in any partnership after you have been an investor for
six months and use the proceeds to purchase units in one or more of the other
partnerships in the Charter Series, at a price equal to 100% of the net asset
value per unit, without incurring any redemption or other charge on the
transaction.
DISTRIBUTIONS
The General Partner currently does not intend to make any distribution of
partnership profits.
TAX CONSIDERATIONS
Even though the general partner currently does not intend to make
distributions, your allocable share of the trading profits and other income of
the partnerships in which you invest will be taxable to you.
The trading activities of each partnership, in general, generate capital
gains and loss and ordinary income. 40% of any trading profits on U.S.
exchange-traded contracts are taxed as short-term capital gains at your ordinary
income tax rate, while 60% of such gains are taxed at your long-term capital
gains tax rate. We expect that each partnership's trading gains from other
contracts will be primarily short-term capital gains. This tax treatment applies
regardless of how long you hold your units.
You may deduct losses on units against capital gains income. You may deduct
losses in excess of capital gains against ordinary income only to the extent of
$3,000 per year. Consequently, you could pay tax on a partnership's interest
income even though you have lost money on your units.
8
<PAGE>
RISK FACTORS
This section includes all of the principal risks that you will face with an
investment in the partnerships. Each risk factor applies equally to each
partnership, except where specifically noted.
TRADING AND PERFORMANCE RISKS
THE PARTNERSHIPS' TRADING IS SPECULATIVE AND VOLATILE. The rapid
fluctuations in the market prices of futures, forwards, and options makes an
investment in the partnerships volatile. Volatility is caused by changes in
supply and demand relationships; weather; agricultural, trade, fiscal, monetary,
and exchange control programs; domestic and foreign political and economic
events and policies; and changes in interest rates. If a trading advisor
incorrectly predicts the direction of prices, large losses may occur. As can be
seen from the information in the performance capsules for the partnerships on
pages * to * , each partnership has experienced volatility in its performance on
both a monthly and an annual basis.
THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED. The trading advisor for each
partnership uses substantial leverage when trading, which could result in
immediate and substantial losses. For example, if 10% of the face value of a
contract is deposited as margin for that contract, a 10% decrease in the value
of the contract would cause a total loss of the margin deposit. A decrease of
more than 10% in the value of the contract would cause a loss greater than the
amount of the margin deposit.
The leverage employed by the partnerships in their trading can vary
substantially from month to month and can be significantly higher or lower than
the averages set forth below. As an example of the leverage employed by the
partnerships, set forth below is the average of the underlying value of each
partnership's month-end positions for the period March 1999 (commencement of
operations) to January 2000, as compared to the average month-end net assets of
the partnership during that period. While the leverage employed on a trade will
accentuate the trading profit or loss on that trade, one partnership's overall
leverage as compared to another partnership's overall leverage does not
necessarily mean that it will be more volatile than the other partnership. This
can be seen by a review of the monthly rates of return for the partnerships on
pages * to * .
<TABLE>
<S> <C>
Charter Graham 18.6 times net assets
Charter Millburn 7.0 times net assets
Charter Welton 7.7 times net assets
</TABLE>
OPTIONS TRADING CAN BE MORE VOLATILE THAN FUTURES TRADING. Each partnership
may trade options on futures. Although successful options trading requires many
of the same skills as successful futures trading, the risks are different.
Successful options trading requires a trader to accurately assess near-term
market volatility because that volatility is immediately reflected in the price
of outstanding options. Correct assessment of market volatility can therefore be
of much greater significance in trading options than it is in many long-term
futures strategies where volatility does not have as great an effect on the
price of a futures contract.
During the period March 1999 (commencement of operations) to January 2000,
only Charter Welton engaged in any significant options trading. Solely for the
purpose of quantifying Charter Welton's options trading as compared to its
overall trading, the general partner has calculated a margin level for that
partnership's month-end options positions on a futures equivalent basis. During
the period March 1999 (commencement of operations) to January 2000, Charter
Welton's average month-end margin level for its options position was 14.9% of
its total average month-end margin requirements for the period. You should be
aware, however, that in the future the other partnerships may engage in
significant options trading and the level of Charter Welton's options trading
could vary significantly.
YOU SHOULD NOT RELY ON THE PAST PERFORMANCE OF A PARTNERSHIP IN DECIDING TO
PURCHASE UNITS. Since the future performance of a partnership is unpredictable,
each partnership's past
9
<PAGE>
performance is not necessarily indicative of future results. You should also
note that the partnerships commenced trading operations in March 1999, so their
performance histories are limited.
MARKET ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES. Although the
trading advisor for each partnership generally will purchase and sell actively
traded contracts where last trade price information and quoted prices are
readily available, the prices at which a sale or purchase occur may differ from
the prices expected because there may be a delay between receiving a quote and
executing a trade, particularly in circumstances where a market has limited
trading volume and prices are often quoted for relatively limited quantities. In
addition, most U.S. futures exchanges have established "daily price fluctuation
limits" which preclude the execution of trades at prices outside of the limit,
and, from time to time, the CFTC or the exchanges may suspend trading in market
disruption circumstances. In these cases it is possible that a partnership could
be required to maintain a losing position that it otherwise would execute and
incur significant losses or be unable to establish a position and miss a profit
opportunity.
TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON U.S. EXCHANGES.
* Each partnership trades on exchanges located outside the U.S. Trading on U.S.
exchanges is subject to CFTC regulation and oversight, including for example
minimum capital requirements for commodity brokers, regulation of trading
practices on the exchanges, prohibitions against trading ahead of customer
orders, prohibitions against filling orders off exchanges, prescribed risk
disclosure statements, testing and licensing of industry sales personnel and
other industry professionals, and record keeping requirements. Trading on
foreign exchanges is not regulated by the CFTC or any other U.S. governmental
agency or instrumentality and may be subject to regulations that are different
from those to which U.S. exchange trading is subject, provide less protection
to investors than trading on U.S. exchanges and may be less vigorously
enforced than regulations in the U.S.
* Positions on foreign exchanges also are subject to the risk of exchange
controls, expropriation, excessive taxation or government disruptions.
* A partnership could incur losses when determining the value of its foreign
positions in U.S. dollars because of fluctuations in exchange rates.
Each partnership must deposit margin with respect to the partnership's
futures and options contracts on both U.S. exchanges and on foreign exchanges
and must deposit margin with respect to its foreign currency forward contracts
to assure the partnership's performance on those contracts. Set forth below for
each partnership is the average percentage of month-end margin requirements for
the period March 1999 (commencement of operations) to January 2000 that relate
to futures and options contracts on foreign exchanges as compared to the
partnership's total average month-end margin requirements. This information will
provide you with a sense of the magnitude of each partnership's trading on
foreign exchanges, and, therefore, the relevance of the risks described in the
prior paragraph to each partnership. You should be aware, however, that the
percentage of each partnership's margin requirements that relate to positions on
foreign exchanges varies from month to month and can be significantly higher or
lower than the percentages set forth below.
<TABLE>
<S> <C>
%
-------
Charter Graham 34.3
Charter Millburn 30.8
Charter Welton 38.1
</TABLE>
THE UNREGULATED NATURE OF THE FORWARDS MARKETS CREATES COUNTERPARTY RISKS
THAT DO NOT EXIST IN FUTURES TRADING ON EXCHANGES. Unlike futures contracts,
forwards contracts are entered into between private parties off an exchange and
are not regulated by the CFTC or by any other U.S.
10
<PAGE>
government agency. Because forwards contracts are not traded on an exchange, the
performance of those contracts is not guaranteed by an exchange or its
clearinghouse and the partnership is at risk to the ability of the counterparty
to the trade to perform on the forwards contract. Because trading in the
forwards markets is not regulated, there are no specific standards or regulatory
supervision of trade pricing and other trading activities that occur in those
markets. Because the partnerships trade forwards contracts in foreign currency
only with Carr Futures, they are at risk to the creditworthiness and trading
practices of Carr Futures as the counterparty to the trades.
As the counterparty to all of the partnerships' foreign currency forwards
contracts, Carr Futures requires the partnerships to make margin deposits with
Carr Futures to assure the partnerships' performance on those contracts, just as
Carr Futures requires the partnerships to deposit margin on their futures
contracts. Set forth below for each partnership is the average percentage of
month-end total margin requirements for the period March 1999 (commencement of
operations) to January 2000 that relate to forwards contracts. This information
will provide you with a sense of the magnitude of each partnership's trading in
the forwards contracts markets as compared to its trading of futures and options
contracts on regulated exchanges, and, therefore, the relevance of the risks
described in the prior paragraphs to each partnership. You should be aware that
the percentage of each partnership's margin requirements that relate to forwards
contracts varies from month to month and can be significantly higher or lower
than the percentages set forth below.
<TABLE>
<S> <C>
%
-------
Charter Graham 28.3
Charter Millburn 34.8
Charter Welton 0
</TABLE>
THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION LIMITS. The CFTC and
U.S. futures exchanges have established speculative position limits on the
maximum number of futures and options positions that may be held or controlled
by any one person or group. Therefore, a trading advisor may have to reduce the
size of its futures position in order to avoid exceeding position limits, which
could adversely affect the profitability of a partnership.
THE PARTNERSHIPS COULD LOSE ASSETS AND HAVE THEIR TRADING DISRUPTED IF A
COMMODITY BROKER OR OTHERS BECOME BANKRUPT. The partnerships' assets could be
lost or impounded and trading suspended if a commodity broker, an exchange or a
clearinghouse becomes insolvent or involved in lengthy bankruptcy proceedings.
EURO CONVERSION LIMITS A TRADING ADVISOR'S ABILITY TO TRADE INDIVIDUAL
CURRENCIES AND COULD RESULT IN TRADING LOSSES. On January 1, 1999, eleven
countries in the European Union established fixed conversion rates on their
existing sovereign currencies and converted to a common single currency. During
a three-year transition period, the existing sovereign currencies will continue
to exist but only as a fixed denomination of the euro. Conversion to the euro
prevents each trading advisor from trading in those sovereign currencies and
thereby limits its ability to take advantage of potential market opportunities
that might otherwise have existed had separate currencies been available to
trade. This could adversely affect the performance results of the partnerships.
PARTNERSHIPS AND OFFERING RISKS
EACH PARTNERSHIP INCURS SUBSTANTIAL CHARGES. Each partnership incurs
substantial charges and must earn significant trading profits just to pay those
expenses. We estimate the percentage of partnership net assets that must be
earned each year in order for each partnership to break even without accounting
for a redemption charge to be 4.00%. For actual past performance results
relating to each partnership, including when a partnership did not break even,
see each partnership's performance capsule on pages * - * .
INCENTIVE FEES MAY BE PAID BY A PARTNERSHIP EVEN THOUGH THE PARTNERSHIP
SUSTAINS TRADING LOSSES. Each partnership pays its trading advisor an incentive
fee based upon partnership trading
11
<PAGE>
profits earned by that trading advisor. These trading profits include unrealized
appreciation on open positions. Accordingly, it is possible that a partnership
will pay an incentive fee on trading profits that do not become realized. Also,
each trading advisor will retain all incentive fees paid to it, even if the
assets of the partnership managed by the trading advisor incurs a subsequent
loss after payment of an incentive fee. Because incentive fees are paid monthly
for each partnership, it is possible that an incentive fee may be paid to a
trading advisor during a year in which the assets allocated to the trading
advisor suffer a loss for the year. Because each trading advisor for a
partnership receives an incentive fee based on the trading profits earned by it
for the partnership, the trading advisor may have an incentive to make
investments that are riskier than would be the case in the absence of such an
incentive fee.
RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS. There is no secondary market
for units and you are not permitted to redeem your units until you have been an
investor in the Charter Series of partnerships for at least six months. After
the initial six-month period, you may redeem your units at any month-end, but
you may have to pay a redemption charge if you redeem units during the first
twenty-four months after they were purchased. Your right to receive payment on a
redemption is not absolute and is dependent upon the partnership having
sufficient assets to pay its liabilities on the redemption date, and the general
partner receiving your request for redemption at least five business days before
the redemption date.
CONFLICTS OF INTEREST IN EACH PARTNERSHIP'S STRUCTURE
* The general partner and Dean Witter are affiliates. As a result, the
brokerage fees and other terms relating to the operation of the
partnerships and the sale of the units have not been independently
negotiated.
* Employees of Dean Witter receive a portion of the brokerage fees paid by
the partnerships. Therefore, those employees have a conflict of interest
in advising you in the purchase or redemption of units.
* The trading advisors, commodity brokers, and general partner may trade
futures, forwards, and options for their own accounts, and thus, they may
compete with a partnership for positions. Also, the other commodity pools
managed by the general partner and the trading advisors compete with the
partnerships for positions. These conflicts can result in less favorable
prices on the partnerships' transactions.
AN INVESTMENT IN UNITS MAY NOT DIVERSIFY AN OVERALL PORTFOLIO. Because
futures, forwards, and options have historically performed independently of
traditional investments, the general partner believes that managed futures funds
like the partnerships can diversify a portfolio of stocks and bonds. However,
the general partner cannot assure you that any of the partnerships will perform
with a significant degree of non-correlation to your other investments in the
future. Information showing the monthly correlation comparison of each Charter
Series partnership to the S&P 500 Index and to the Salomon Corporate Bond Index
is provided on pages * to * .
TRADING ADVISOR RISKS
RELIANCE ON THE TRADING ADVISOR TO TRADE SUCCESSFULLY. The trading advisor
for each partnership is responsible for making all trading decisions for the
partnership. The general partner cannot assure you that the trading programs
employed by a trading advisor will be successful.
MARKET FACTORS MAY ADVERSELY INFLUENCE THE TRADING PROGRAMS. Often, the
most unprofitable market conditions for the partnerships are those in which
prices "whipsaw," moving quickly upward, then reversing, then moving upward
again, then reversing again. In these conditions, the trading advisors may
establish positions based on incorrectly identifying both the brief upward or
downward price movements as trends when in fact no trends sufficient to generate
profits develop.
12
<PAGE>
SINGLE-ADVISOR FUNDS LACK THE DIVERSITY OF MULTI-ADVISOR FUNDS. The
partnerships are each managed by a single trading advisor. Therefore, the
partnerships lack the potential benefit of trading advisor diversification
available in funds that are managed by more than one trading advisor.
INCREASING THE ASSETS MANAGED BY A TRADING ADVISOR MAY ADVERSELY AFFECT
PERFORMANCE. The rates of return achieved by trading advisors may diminish as
the assets under their management increases. This can occur for many reasons
including the inability of the trading advisor to execute larger position sizes
at desired prices and because of the need to adjust the advisor's trading
program to avoid exceeding speculative position limits. These are limits
established by the CFTC and the exchanges on the number of speculative futures
and option contracts in a commodity that one trader may own or control. You
should know that the trading advisors have not agreed to limit the amount of
additional assets that they will manage.
CHARTER GRAHAM'S USE OF AN INCREASED RATE OF LEVERAGE COULD AFFECT FUTURE
PERFORMANCE. The general partner and Graham, the trading advisor for Charter
Graham, have agreed that Graham will leverage the funds of Charter Graham at 1.5
times the leverage it normally applies to its Global Diversified Program. This
increased leverage could, depending on Graham's performance, result in increased
gain or loss and trading volatility, as compared to other accounts employing
Graham's Global Diversified Program at standard leverage.
LIMITED PARTNERS WILL NOT BE AWARE OF CHANGES TO TRADING PROGRAMS. Because
of the proprietary nature of each trading advisor's trading programs, limited
partners generally will not be advised if adjustments are made to a trading
advisor's trading program in order to accommodate additional assets under
management or for any other reason.
LIMITED TERM OF MANAGEMENT AGREEMENTS MAY LIMIT ACCESS TO A TRADING
ADVISOR. When the management agreement with a trading advisor expires, the
general partner may not be able to enter into arrangements with that trading
advisor or another trading advisor on terms substantially similar to the
management agreements described in this prospectus. Currently, the management
agreement with each trading advisor does not expire until December 31, 2001 and
will renew annually unless terminated by the general partner or the trading
advisor.
TAXATION RISKS
EVEN THOUGH THE PARTNERSHIPS DO NOT INTEND TO MAKE DISTRIBUTIONS, YOU WILL
BE LIABLE FOR TAXES ON YOUR SHARE OF ANY TRADING PROFITS AND ANY OTHER INCOME OF
THE PARTNERSHIPS IN WHICH YOU HAVE INVESTED. For U.S. federal income tax
purposes, if a partnership in which you own units has taxable income for a year,
that income will be taxable to you in accordance with your allocable share of
income from the partnership, whether or not any amounts have been distributed to
you. The general partner presently does not intend to make distributions from
the partnerships. Accordingly, it is anticipated that you will incur tax
liabilities as a result of being allocated taxable income from a partnership
even though you will not receive current cash distributions with which to pay
the taxes.
THE PARTNERSHIPS' TAX RETURNS COULD BE AUDITED. The IRS could audit a
partnership's tax return. If an audit results in an adjustment to a
partnership's tax return, you could be required to file an amended tax return.
CONFLICTS OF INTEREST
While the general partner, Dean Witter and their affiliates will seek to
avoid conflicts of interest to the extent feasible and to resolve all conflicts
that may arise equitably and in a manner consistent with their responsibilities
to the partnerships, no specific policies regarding conflicts of interest have
been or are intended to be adopted by the general partner or the partnerships.
The following are actual and potential conflicts of interest that do and may
continue to exist with respect to the partnerships.
13
<PAGE>
THE FEES PAYABLE TO AFFILIATES OF THE GENERAL PARTNER WERE NOT NEGOTIATED AT
ARMS-LENGTH OR REVIEWED BY ANY INDEPENDENT PARTY FOR FAIRNESS
The general partner and Dean Witter are wholly-owned subsidiaries of Morgan
Stanley Dean Witter & Co. Dean Witter is the non-clearing commodity broker for
each partnership and receives a monthly brokerage fee for effecting transactions
for each partnership. Because the general partner is an affiliate of Dean
Witter, the flat-rate brokerage fees charged to each partnership have not been
negotiated at arm's-length. Moreover, the general partner has a conflict of
interest in managing the partnerships for your benefit, and in obtaining
favorable brokerage fees for Dean Witter and retaining Dean Witter as commodity
broker. In addition, the brokerage fees generated by the partnerships are used
by Dean Witter as a factor in determining the salaries and bonuses of Dean
Witter's employees who are also officers and directors of the general partner.
Customers of Dean Witter who maintain commodity trading accounts of over
$1,000,000 pay commissions at negotiated rates that may be substantially less
than the rate paid by each partnership.
While each partnership has the right to seek lower commission rates from
other commodity 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 following factors: Dean Witter
pays the expenses of organizing the partnerships, offering the units, and the
partnerships' ordinary administrative expenses. None of these expenses would
ordinarily be paid by an independent commodity broker, and these expenses would
otherwise have to be borne by the partnerships. Further, the general partner
provides ongoing services to the partnerships, including administering the
redemption and exchanges of units, and the general partner has financial
obligations as the general partner of the partnerships. The general partner is
not reimbursed or otherwise compensated by the partnerships for these services
or obligations.
The general partner reviews the brokerage arrangements 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, the services provided, and the costs, expenses,
and risk borne, by Dean Witter and the general partner.
THE TERMS OF THIS OFFERING WERE NOT SUBJECT TO INDEPENDENT DUE DILIGENCE
The partnerships, Dean Witter, and the general partner are represented by a
single counsel. Therefore, the terms of this offering relating to those parties
were not negotiated at arm's-length. In addition, no independent due diligence
has been conducted with respect to this offering.
EMPLOYEES OF DEAN WITTER ARE COMPENSATED BASED UPON YOUR INVESTMENT AND
REDEMPTION DECISIONS
Dean Witter pays a significant portion of the brokerage fees it receives
from each partnership to its employees for providing continuing assistance to
limited partners. Therefore, because Dean Witter employees are directly
compensated based on your decision to purchase and retain units in a
partnership, they have a conflict of interest when advising you to purchase or
redeem units in a partnership.
THE SELECTION OF A TRADING ADVISOR MAY BENEFIT DEAN WITTER
The general partner is responsible for selecting and replacing, if
necessary, each trading advisor. However, since selecting trading advisors who
engage in a high volume of trades will increase Dean Witter's costs as
non-clearing commodity broker, without necessarily increasing revenue, the
general partner has an incentive to select trading advisors who trade less
frequently.
14
<PAGE>
AFFILIATES OF THE GENERAL PARTNER, THE TRADING ADVISORS, AND THE COMMODITY
BROKERS MAY TRADE FOR THEIR OWN ACCOUNTS IN COMPETITION WITH THE PARTNERSHIPS
The general partner does not trade futures, forwards, and options for its
own account, but officers, directors, and employees of the general partner, the
commodity brokers, and the trading advisors and their affiliates, principals,
officers, directors, and employees, may trade futures, forwards, and options for
their own proprietary accounts. Their trading records will not be available to
you. As a result, you will not be able to compare the performance of their
trading to the performance of the partnerships.
Carr Futures is a large futures commission merchant, handling substantial
customer business in physical commodities and futures, forwards, and options.
Thus, Carr Futures 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, Carr Futures, or customers or correspondents
of Carr Futures. These persons might also compete with a partnership in bidding
on purchases or sales of futures, forwards, and options without knowing that the
partnership is also bidding. It is possible that transactions for these other
persons might be effected when similar trades for one or more partnerships are
not executed or are executed at less favorable prices.
THE TRADING ADVISORS MANAGE OTHER ACCOUNTS THAT WILL COMPETE WITH THE
PARTNERSHIPS
* Each trading advisor manages other accounts trading futures, forwards and
options, in addition to the partnership's accounts. Each trading advisor must
aggregate futures and options positions in other accounts managed by it with
futures and options positions in the applicable partnership's account for
speculative position limits purposes. This may require a trading advisor to
liquidate or modify positions for all of its accounts, which could adversely
affect the partnership's performance.
* Each trading advisor currently manages accounts that pay fees higher than the
fees paid by the partnerships. A trading advisor will have a conflict of
interest in rendering advice to a partnership because the compensation it
receives for managing another account exceeds the compensation it receives for
managing the partnership's account.
* If a trading advisor makes trading decisions for other accounts and a
partnership's account at or about the same time, the partnership may be
competing with those other accounts for the same or similar positions.
* The trading advisors' records for these other accounts will not be made
available to you. As a result, you will not be able to compare the performance
of these accounts to the performance of the partnerships.
THE LACK OF DISTRIBUTIONS INCREASES THE FEES PAID TO AFFILIATES OF THE GENERAL
PARTNER
The general partner is responsible for determining whether and when to
distribute trading profits earned by a partnership. Since the general partner
currently does not intend to distribute trading profits, Dean Witter will
receive increased brokerage fees, because these fees are based upon the net
asset value of a partnership, and net asset value will increase by retaining a
partnership's trading profits.
CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS PERMIT ACTIONS WHICH COULD RESULT
IN LOSSES OR LOST PROFIT OPPORTUNITY
Under each customer agreement for a partnership, all funds, futures,
forwards, options, and securities positions, and credits carried for the
partnership, are held as security for its obligations to the commodity broker;
the margins necessary to initiate or maintain open positions will be established
by the commodity broker from time to time; and the commodity broker may close
out positions, purchase futures, forwards, and options, or cancel orders at any
time it deems necessary for its protection, without the consent of the
partnership. For example, a commodity broker may
15
<PAGE>
determine to take any of these actions if prices in the futures markets are
moving rapidly against a partnership's positions and the commodity broker is
concerned that potential losses could exceed the partnership's assets such that
the commodity broker would be left to incur the loss. While not a likely
occurrence, it is possible for the trading advisors to believe that market
conditions will change and that existing positions or trades they wish to make
would be profitable, such that the actions of the commodity broker preclude the
partnership from engaging in profitable transactions or avoiding losses.
Each commodity broker or the general partner, or the investors in each
partnership by majority vote, may terminate the brokerage relationship upon 60
days' prior written notice.
FIDUCIARY RESPONSIBILITY AND LIABILITY
You should be aware that the general partner has a fiduciary duty under the
limited partnership agreements and the Delaware Revised Uniform Limited
Partnership Act to exercise good faith and fairness in all dealings affecting
the partnerships. The limited partnership agreements do not permit the general
partner to limit, by any means, the fiduciary duty it owes to investors. In the
event that you believe the general partner has violated its responsibilities,
you may seek legal relief under the Partnership Act, the Commodity Exchange Act,
as amended, applicable federal and state securities laws, and other applicable
laws. Each trading advisor also has a fiduciary duty under applicable law to the
partnership it advises.
The limited partnership agreements, the customer agreements, and the
selling agreement generally provide that the general partner, the commodity
brokers, Dean Witter (as selling agent), any additional seller, and their
affiliates shall not be liable to a partnership or its investors for any act or
omission by or on behalf of the partnership which the general partner, the
commodity brokers, Dean Witter (as selling agent), or any additional seller, as
applicable, determines in good faith to be in the best interests of the
partnership, unless the act or omission constituted misconduct or negligence.
Under the limited partnership agreements, the customer agreements, and the
selling agreement, each partnership has generally agreed to indemnify and defend
the general partner, the commodity brokers, Dean Witter (as selling agent), and
any additional seller, and their affiliates, against any loss, liability,
damage, cost or expense (including attorneys' and accountants' fees and
expenses) they incur which arise from acts or omissions undertaken by or on
behalf of the partnership, including claims by investors. These indemnities
apply where the general partner, the commodity brokers, Dean Witter (as selling
agent), or any additional seller as applicable, has determined, in good faith,
that the act or omission was in the best interests of the partnership, and the
act or omission was not the result of misconduct or negligence. Payment of any
indemnity by a partnership would reduce the net assets of that partnership. The
partnerships do not carry liability insurance covering such potential losses or
indemnification exposure.
No indemnification of the general partner, the commodity brokers, Dean
Witter (as selling agent), any additional seller, or their affiliates by a
partnership is permitted for losses, liabilities, or expenses arising out of
alleged violations of federal or state securities laws unless a court has found
in favor of the indemnitee on the merits of the claim, or a court has dismissed
the claim with prejudice on the merits, or a court has approved a settlement on
the claim and found that the indemnification should be made by the partnership.
Where court approval for indemnification is sought, the person claiming
indemnification must advise the court of the views on indemnification of the SEC
and the relevant state securities administrators. It is the opinion of the SEC
that indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons of a partnership or
the general partner is against public policy 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 the commodity brokers,
and its controlling persons under which the CFTC has taken the position that
16
<PAGE>
whether such an indemnification is consistent with the policies expressed in the
Commodity Exchange Act will be determined by the CFTC on a case-by-case basis.
Each management agreement generally provides that the trading advisor and
its affiliates will not be liable to the partnership or the general partner or
their partners, officers, shareholders, directors or controlling persons.
However, the trading advisor is liable for acts or omissions of the trading
advisor or its affiliates if the act or omission constitutes a breach of the
management agreement or a representation, warranty or covenant in the management
agreement, constitutes misconduct or negligence, or is the result of such
persons not having acted in good faith and in the reasonable belief that such
actions or omissions were in, or not opposed to, the best interests of the
partnership. Each partnership will indemnify and defend its trading advisor and
the trading advisor's affiliates against any loss, claim, damage, liability,
cost and expense resulting from a demand, claim, lawsuit, action, or proceeding
(other than those incurred as a result of claims brought by or in the right of
the indemnified party), relating to the trading activities of the partnership,
if a court finds, or independent counsel renders an opinion, that the action or
inaction giving rise to the claim did not constitute negligence, misconduct or a
breach of the management agreement or a representation, warranty or covenant of
the trading advisor in that agreement, and was done in good faith and in a
manner the indemnified party reasonably believed to be in, or not opposed to,
the best interests of the partnership.
Each partnership will also indemnify its trading advisor and its affiliates
against any loss, claim, damage, liability, cost and expense, arising under
certain federal securities laws, the Commodity Exchange Act or the securities or
Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This
indemnification will be made for liabilities resulting from a breach of any
representation, warranty or agreement in the management agreement relating to
the offering, or an actual or alleged misleading or untrue statement of a
material fact, or an actual or alleged omission of a material fact, made in the
registration statement, prospectus or related selling material, so long as the
statement or omission does not relate to the trading advisor or its principals,
was not made in reliance upon, and in conformity with, information or
instructions furnished by the trading advisor, or does not result from a breach
by the trading advisor of any representation, warranty or agreement relating to
the offering.
The foregoing involves a rapidly developing and changing area of the law.
If you have questions concerning the duties of the partnerships, the general
partner, the commodity brokers, the selling agent, any additional seller, or the
trading advisors, you should consult with your attorney.
DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP
Each partnership is subject to substantial charges, all of which are
described below. The charges described below are the same for each partnership,
and represent all of the fees and compensation payable by the partnerships to
the trading advisors and Dean Witter.
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
The trading advisor........... Monthly management fee. 1/12 of 2% of the
partnership's net assets.
Monthly incentive fee. 20% of the trading profits
experienced by the
partnership.
Dean Witter................... Monthly brokerage fee. 1/12 of 7% of the
partnership's net assets.
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Financial benefit to Dean Wit- The compensating balance and
ter from interest earned on excess net interest benefit to
the partnership's assets in Dean Witter is estimated at
excess of the interest paid to less than 2% of the
the partnership and from partnership's annual average
compensating balance treatment month-end net assets. The
in connection with its aggregate of the brokerage fee
designation of a bank or banks payable by the partnership and
in which the partnership's net excess interest and
assets are deposited. compensating balance ben-
efits to Dean Witter (after
crediting the partnership with
interest) will not exceed 14%
annually of the partnership's
average month-end net assets
during a calendar year.
</TABLE>
TRADING ADVISORS
Each partnership pays its trading advisor a monthly management fee, whether
or not the assets of the partnership are profitable. In addition, each
partnership pays its trading advisor an incentive fee if trading profits are
earned on the net assets.
Monthly management fee. Each partnership pays its trading advisor a monthly
management fee equal to 1/12 of 2% (a 2% annual rate) of the partnership's net
assets as of the first day of each month, whether or not the partnership is
profitable. The monthly management fee compensates the trading advisor for the
services performed in connection with the net assets under management.
Following is an example of the management fee payable by a partnership. If
the net assets of a partnership equaled $20,000,000 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 $400,000 ( 1/12 of 2% of $20,000,000 per
month, or $33,333.33 times 12).
Incentive fee. Each partnership pays its trading advisor a monthly
incentive fee equal to 20% of profits experienced by the partnership as of the
end of each calendar month. Trading profits means the net futures, forwards, and
options profits (realized and unrealized) earned on a partnership's net assets,
decreased by monthly management fees and brokerage fees, 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 the incentive
fee calculation is being made. Extraordinary expenses of the partnership, if
any, are not deducted in determining trading profits. An extraordinary expense
would result from an event that is both unusual in nature and infrequent in
occurrence, such as litigation. No incentive fee is paid on interest earned by
any partnership.
If incentive fees are paid to a trading advisor and the partnership fails
to earn trading profits for any subsequent month, the trading advisor will
retain the incentive fees previously paid. However, no subsequent incentive fees
will be paid to the trading advisor until the partnership has again earned
trading profits. 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 trading loss, the
trading loss which must be recovered will be adjusted pro rata.
Following is an example of the incentive fee payable by a partnership. If a
trading advisor earns trading profits of $1,000,000 for the period ended January
31, 2000, the trading advisor will
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<PAGE>
receive an incentive fee of $200,000 for that period (20% of $1,000,000). If,
however, the trading advisor experiences realized and/or unrealized trading
losses, or fees offset trading profits, so as to result in a $250,000 loss for
the period ended February 29, 2000, an incentive fee will not be paid to the
trading advisor for that period. In order for the trading advisor to earn an
incentive fee in the following period ending March 31, 2000, the trading advisor
will have to earn trading profits exceeding $250,000 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., January 31, 2000), and not
from the immediately preceding period. The foregoing example assumes no
redemptions or additional purchases of units during the periods in question,
which would require adjustments as described above.
COMMODITY BROKERS
Brokerage fees. Commodity brokerage fees for futures, forwards, and options
trades are typically 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 pay a monthly flat-rate brokerage fee based on their
net assets as of the first day of each month, at the rate of 1/12 of 7% (a 7%
annual rate), irrespective of the number of trades executed on a partnership's
behalf.
Following is an example of the brokerage fee payable by a partnership. If
the net assets of a Charter Series partnership equaled $20,000,000 as of the
first day of each month during the fiscal year, Dean Witter would receive an
aggregate monthly brokerage fee for the year of $1,400,000 ( 1/12 of 7% of
$20,000,000 per month, or $116,667 times 12).
From the flat-rate brokerage fees received from the partnerships, Dean
Witter pays or reimburses the partnerships for all fees and costs incurred by
Carr Futures in executing trades on behalf of the partnerships, including floor
brokerage fees, exchange fees, clearinghouse fees, National Futures Association
fees, "give up" fees, any taxes (other than income taxes), any third party
clearing costs incurred by Carr Futures, costs associated with taking delivery
of futures interests, and fees for execution of forward contract transactions.
Dean Witter also pays, from the brokerage fees it receives, 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. The
continuing offering expenses of each partnership include legal, accounting and
auditing fees, printing costs, filing fees, escrow fees, marketing costs, which
include costs relating to sales seminars and the preparation of customer sales
kits and brochures, and other related fees and expenses.
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 fee would
approximate roundturn commissions ranging from approximately:
$55-$65 for Charter Graham
$40-$50 for Charter Millburn
$40-$50 for Charter Welton
You should note that the approximate roundturn commissions set forth above
include administrative, offering, and other expenses, for which Dean Witter is
responsible, but are typically paid separately from roundturn commissions. The
foregoing estimates are based on past results and may vary in the future.
Financial Benefits. Each partnership deposits all of its assets with the
commodity brokers in connection with the partnership's futures, forwards and
options trading. Dean Witter then pays
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<PAGE>
each partnership the rate that Dean Witter earns on its U.S. Treasury bill
investments with all customer segregated funds, as if 100% of the partnership's
average net assets deposited with Dean Witter for the month were invested at
that rate. In addition, Dean Witter will credit each partnership with 100% of
the interest income Dean Witter receives from Carr Futures with respect to such
partnership's assets deposited as margin with Carr Futures. It is estimated that
approximately 80% of each partnership's average daily funds maintained in
trading accounts will be on deposit with Dean Witter and earn interest income
and that approximately 20% of each partnership's average daily funds maintained
in trading accounts will be on deposit with Carr Futures and earn interest
income. The commodity brokers, as permitted under CFTC regulations, invest a
portion of the partnerships' funds in CFTC specified securities and other
instruments and retain any interest earned on those investments. Instead of
investing the partnership's funds, Dean Witter may choose to deposit the funds
in non-interest-bearing bank accounts at various banks (currently seven banks),
in exchange for which the banks offer Dean Witter affiliates advantageous
interest rates on loans up to the amount of the deposits. This is known as
compensating balance treatment. The benefit to Dean Witter and its affiliates
from this compensating balance treatment is the difference between the lending
rate they would have received without the deposits and the rate they receive by
reason of the deposits. The benefit to Dean Witter from this compensating
balance arrangement and the investment of the partnerships' funds will vary
depending upon market conditions. The approximate benefit to Dean Witter
currently for each partnership is set forth in the "Charges To Each Partnership"
table beginning on page * . For more information regarding Dean Witter's
interest crediting arrangements with the partnerships and the investment of
customer funds by the commodity brokers, see "Use of Proceeds--Interest Credits"
on page * .
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, such as litigation.
EXPENSE LIMITATIONS
The general partner may permit an increase, subject to state limits
described below, in the management, incentive, and brokerage fees payable by a
partnership only on the first business day following a redemption date. Prior to
any such increase, the following conditions must be satisfied:
* notice of the increase must be mailed to investors at least five business
days prior to the last date on which a "request for redemption" must be
received by the general partner;
* the notice must describe investors' redemption and voting rights; and
* investors must not be subject to any redemption charges if they redeem
units at the first redemption date following the notice.
Each partnership's fees and expenses are subject to limits imposed under
guidelines applied by certain state securities regulators, as set forth in
Section 7(e) of the limited partnership agreement including the limitation that
the aggregate of the brokerage fees payable by the partnership to any commodity
broker and the 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 month-end net assets during the
calendar year. The general partner will pay any fees and expenses in excess of
any such limits.
REDEMPTION CHARGES
You may redeem all or part of your investment in any Charter Series
partnership at any month-end once you have been an investor in a Charter Series
partnership for at least six months, regardless of when your units were actually
purchased.
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<PAGE>
Units redeemed on or before the last day of the twelfth month after they
were purchased, are 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 before the last day of the twenty-fourth month after
they were purchased, are subject to a redemption charge equal to 1% of the net
asset value of a unit on the redemption date. If you redeem units after the last
day of the twenty-fourth month after they were purchased, you will not to be
subject to a redemption charge. Any redemption charges will be paid to Dean
Witter.
The following is an example of a redemption charge that may be payable by
you to Dean Witter. If you redeem $20,000 worth of units in a partnership after
the sixth month and on or before the last day of the twelfth month after the
units were purchased, you will be subject to the full 2% redemption charge. In
that case, an aggregate redemption charge equal to $400 (2% of $20,000 will be
deducted from the proceeds of your redemption).
USE OF PROCEEDS
Each partnership engages in the speculative trading of futures, forwards,
and options contracts. The proceeds received by each partnership from the sale
of its units and the continuing capital contributions made by the general
partner to each partnership will be deposited in separate commodity trading
accounts established by the commodity brokers for each trading advisor. All of
the funds in a partnership's trading accounts will be used to engage in trading
futures, forwards and options contracts.
The partnerships' assets held by the commodity brokers will be segregated
or secured in accordance with the Commodity Exchange Act and CFTC regulations.
The partnerships' trading on various U.S. futures exchanges is subject to CFTC
regulation and the rules of the exchanges. The partnerships' trading on foreign
futures exchanges is subject to regulation by foreign regulatory authorities and
the rules of the exchanges.
Each partnership's margin commitments with respect to its U.S. commodity
futures and forwards positions have ranged, and are anticipated to range,
between 10% and 40% of net assets. However, a partnership's margin levels could
deviate substantially from that range in the future.
The partnerships may trade on one or more of the following foreign futures
exchanges and, from time to time, may trade on other foreign exchanges.
* Deutsche Terminborse/Eurex
* Hong Kong Futures Exchange Ltd.
* International Petroleum Exchange of London Ltd.
* Italian Derivatives Market
* London International Financial Futures Exchange Ltd.
* London Commodity Exchange
* London Metal Exchange
* London Securities and Derivatives Exchange
* Marche a Terme International de France
* MEFF Renta Fija
* MEFF Renta Variable
* Montreal Exchange
* New Zealand Futures and Options Exchange
* Osaka Securities Exchange
* Singapore International Monetary Exchange
* Swiss Options and Financial Futures
Exchange AG
* Sydney Futures Exchange
* Tokyo Commodity Exchange
* Tokyo Grain Exchange
* Tokyo International Financial Futures
Exchange
* Tokyo Stock Exchange
* Winnipeg Commodity Exchange
In connection with foreign futures and options contracts, the partnerships'
assets may be deposited by the commodity brokers in accounts with non-U.S. banks
and foreign brokers that are segregated on the books of those banks or brokers
for the benefit of their customers. All non-U.S.
21
<PAGE>
banks and foreign brokers will be qualified depositories pursuant to relevant
CFTC Advisories. All non-U.S. 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 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.
INTEREST CREDITS
The partnerships' funds held by the commodity brokers will either be held
and invested together with other customer segregated or secured funds of the
commodity brokers, or will be held in non-interest-bearing bank accounts. In
either case, Dean Witter will credit each partnership with interest income at
each month-end at the rate earned by Dean Witter 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 Dean Witter during the month were invested in U.S. Treasury bills
at such rate. In addition, Dean Witter will credit each partnership with 100% of
the interest income Dean Witter receives from Carr Futures with respect to such
partnership's assets deposited as margin with Carr Futures. It is anticipated
that approximately 80% of each partnership's average daily funds maintained in
trading accounts will be on deposit with Dean Witter and that approximately 20%
of each partnership's average daily funds maintained in trading accounts will be
on deposit with Carr Futures, although those percentages will vary from time to
time. Dean Witter will retain any interest earned in excess of the interest paid
by Dean Witter to the partnerships.
To the extent the partnerships' funds are held by the commodity brokers in
customer segregated accounts relating to trading in U.S. exchange-traded
futures, forwards, and options, such funds, along with segregated funds of other
customers in the accounts, may be invested by the commodity brokers, under
applicable CFTC regulations, only in instruments that are obligations of the
U.S., general obligations of any state or any political subdivision thereof, or
obligations fully guaranteed as to principal and interest by the U.S., or in
designated reverse repurchase agreements with respect to those instruments. To
the extent the partnerships' funds are held by the commodity brokers in secured
accounts relating to trading in futures or options contracts on non-U.S.
exchanges or in forward contracts, such funds may be invested by the commodity
brokers, under applicable CFTC regulations, only in the instruments described
above for customer segregated funds, in equity and debt securities traded on
established securities markets in the U.S., and in commercial paper and other
debt instruments that are rated in one of the top two rating categories by
Moody's Investor Service, Inc. or Standard & Poor's Ratings Services, a Division
of The McGraw Hill Companies, Inc. A significant portion of the partnerships'
funds held by Dean Witter will be held in secured accounts and will be invested
in short-term or medium-term commercial paper rated AAA or the equivalent or in
other permitted debt instruments rated AAA or the equivalent.
To the extent that the partnerships' funds are held in non-interest-bearing
bank accounts, Dean Witter or its affiliates may benefit from compensating
balance treatment in connection with their designation of a bank or banks in
which the partnerships' assets are deposited, meaning that Dean Witter and or
its affiliates will receive favorable loan rates from such bank or banks by
reason of such deposits. To the extent that the excess interest and compensating
balance benefits to Dean Witter and or its affiliates exceed the interest Dean
Witter is obligated to credit to the partnerships, they will not be shared with
the partnerships.
THE CHARTER SERIES
GENERAL
The Charter Series presently consists of three Delaware limited
partnerships. Each partnership was formed on July 15, 1998 and commenced
operations on March 1, 1999.
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<PAGE>
Each partnership calculates its net asset value per unit independently of
the other partnerships. Each partnership's performance depends solely on the
performance of its trading advisor.
Each partnership is continuously offering its units for sale at monthly
closings held as of the last day of each month. The purchase price per unit is
equal to 100% of the net asset value of a unit as of the date of the monthly
closing at which the general partner accepts a subscription. Following is a
summary of information relating to the sale of units of each partnership from
its commencement of operations through January 31, 2000:
<TABLE>
<CAPTION>
CHARTER CHARTER CHARTER
GRAHAM MILLBURN WELTON
-------------- -------------- --------------
<S> <C> <C> <C>
Units sold............................. 2,088,478.705 2,616,286.609 2,696,847.567
Units available for sale............... 911,521.295 383,713.391 303,152.433
Total proceeds received................ $ 20,090,844 $ 26,226,331 $ 24,501,445
General partner contributions.......... $ 220,000 $ 285,000 $ 270,000
Number of limited partners............. 1,241 1,392 1,357
</TABLE>
INVESTMENT OBJECTIVES
The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of stocks and bonds. While each
partnership has the same over-all investment objective and the trading advisor
for each partnership may trade in the same futures, forwards, and options
contracts, each trading advisor has developed its trading programs and trades
futures, forwards, and options in a different manner. You should review and
compare the specifics of each partnership, its terms and its trading advisor
before selecting one or more partnerships in which to invest.
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
Graham relies on technical information as the basis for its systematic
trading decisions. Graham believes that it can, over time anticipate market
events using multiple quantitative mathematical models to determine its
systematic trading activities. The objective of the trading system is to
identify positions in markets where the price action of a particular market
signals the computerized systems used by Graham 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 a particular
market. As a result of this analysis, the programs will utilize proprietary risk
management and trade filter strategies that are intended to enable the system to
benefit from sustained price trends while protecting the account from
unacceptable levels of risk and volatility exposure. One of the most important
objectives of Graham's programs is to strategically reduce leverage in markets
where it has achieved significant profits prior to substantial price reversal
using proprietary techniques designed to reduce volatility, without diluting net
returns. For a more detailed discussion of Graham and its various programs see
"The Trading Advisors--Morgan Stanley Dean Witter Charter Graham L.P." on page *
.
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
Millburn adheres to a multi-time frame trend-following trading system.
Millburn's trading methodology is quantitative and systematic. Computerized
trading systems generate signals, which are implemented by Millburn's
professional 24-hour trading staff. All trading systems utilized by Millburn
have been created at the firm, where research efforts are facilitated by an
extensive in-house database. The primary focus of Millburn's methodology is risk
management, and the senior officers of the firm constantly monitor the entire
process.
23
<PAGE>
Trading and risk management in each market is controlled by a four-tiered
set of systems. Level one involves the selection and combination of medium-term
directional models. Following extensive testing, the best three or four
directional models are carefully chosen for each market. The second level of
Millburn's methodology is the implied option overlay. When the situation exists,
Millburn will implement option positions in the direction of the underlying
trend. The third level of the multi-tiered approach is the short-term tick
trading system. By analyzing minute-by-minute price data, Millburn is able to
isolate times when short-term trades against major trends may be profitable. The
fourth level of Millburn's trading methodology is the historical volatility
overlay. This overlay adjusts the size of the positions, not the direction. Once
chosen, these four levels of systems work together to signal which markets to
trade, how large a position to take, and whether to be long or short the
instrument in question. For a more detailed discussion of Millburn and its
various programs see "The Trading Advisors--Morgan Stanley Dean Witter Charter
Millburn L.P." on page * .
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.
Ongoing research and development is a focused commitment of resources to
improve the consistency and quality of performance. It is Welton's position that
no single type of market movement, trading time frame, overall macroeconomic
environment, nor any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. For a more detailed discussion of Welton and its various programs
see "The Trading Advisors--Morgan Stanley Dean Witter Charter Welton L.P." on
page * .
TRADING POLICIES
Material changes to the trading policies described below 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.
Each trading advisor will manage partnership funds in accordance with the
following trading policies:
1. The trading advisor will trade only in those futures, forwards and
options 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, forwards or options contract if such additional positions would
result in the aggregate net long or short positions for all futures,
forwards and options 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
24
<PAGE>
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 Dean Witter, has determined to be creditworthy. In determining the
creditworthiness of a counterparty to a forward contract, the general
partner and Dean Witter will consult with the Corporate Credit Department of
Dean Witter.
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, forward or option due to favorable price
movement as margin specifically to buy or sell additional positions in the
same or a related futures, forward or option. Taking into account the
partnership's open trade equity on existing positions in determining
generally whether to acquire additional futures, forward and option
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 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 permitted by the CFTC for investment of customer funds). The
partnership may, however, trade in futures contracts on securities and
securities indices, options on such futures contracts, and other commodity
options.
PERFORMANCE RECORDS
A summary of performance information for each partnership from March 1999,
its commencement of operations, through January 31, 2000 is set forth in
Capsules I through III below. All performance information has been calculated on
an accrual basis in accordance with generally accepted accounting principles.
You should read the footnotes on page * , which are an integral part of the
following capsules.
------------------------
You are cautioned that the information set forth in each capsule is not
indicative of, and has no bearing on, any trading results which may be attained
by any partnership in the future. Past results are not a guarantee of future
results. We cannot assure you that a partnership will be profitable or will
avoid incurring substantial losses. You should also note that interest income
may constitute a significant portion of a partnership's total income and may
generate profits where there have been realized or unrealized losses from
futures, forwards, and options trading.
25
<PAGE>
PERFORMANCE OF CHARTER GRAHAM CAPSULE I
Type of pool: publicly-offered fund
Inception of trading: March 1999
Aggregate subscriptions: $20,310,845
Current capitalization: $21,491,266
Current net asset value per unit: $10.55
Worst monthly % drawdown: (8.00)% (March 1999)
Worst month-end peak-to-valley drawdown: (9.80)% (3 months, March 1999-May 1999)
Cumulative return since inception: 5.50%
<TABLE>
<CAPTION>
MONTHLY MONTHLY
PERFORMANCE PERFORMANCE
MONTH 2000 1999
------------------------------------------------------ ----------- -----------
<S> <C> <C>
% %
January............................................... 2.53
February..............................................
March................................................. (8.00)
April................................................. 4.24
May................................................... (5.94)
June.................................................. 6.65
July.................................................. (2.60)
August................................................ 4.70
September............................................. 1.22
October............................................... (6.04)
November.............................................. 1.82
December.............................................. 8.32
Compound Period Rate of Return........................ 2.53 2.90
</TABLE>
PERFORMANCE OF CHARTER MILLBURN CAPSULE II
Type of pool: publicly-offered fund
Inception of trading: March 1999
Aggregate subscriptions: $26,511,331
Current capitalization: $24,127,913
Current net asset value per unit: $9.48
Worst monthly % drawdown: (12.69)% (October 1999)
Worst month-end peak-to-valley drawdown: (15.00)% (4 months, July 1999-October
1999)
Cumulative return since inception: (5.20)%
<TABLE>
<CAPTION>
MONTHLY MONTHLY
PERFORMANCE PERFORMANCE
MONTH 2000 1999
------------------------------------------------------ ----------- -----------
<S> <C> <C>
% %
January............................................... 2.16
February..............................................
March................................................. (0.50)
April................................................. 5.03
May................................................... (3.54)
June.................................................. 5.16
July.................................................. (3.77)
August................................................ 0.98
September............................................. 0.19
October............................................... (12.69)
November.............................................. 1.44
December.............................................. 1.53
Compound Period Rate of Return........................ 2.16 (7.20)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
26
<PAGE>
CAPSULE III
PERFORMANCE OF CHARTER WELTON
Type of pool: publicly-offered fund
Inception of trading: March 1999
Aggregate subscriptions: $24,771,446
Current capitalization: $22,059,310
Current net asset value per unit: $8.39
Worst monthly % drawdown: (7.70)% (March 1999)
Worst month-end peak-to-valley drawdown: (22.20)% (8 months, March 1999-October
1999)
Cumulative return since inception: (16.10)%
<TABLE>
<CAPTION>
MONTHLY MONTHLY
PERFORMANCE PERFORMANCE
MONTH 2000 1999
------------------------------------------------------ ----------- -----------
<S> <C> <C>
% %
January............................................... (6.05)
February..............................................
March................................................. (7.70)
April................................................. 0.33
May................................................... (3.46)
June.................................................. 3.02
July.................................................. (4.13)
August................................................ (3.17)
September............................................. (2.22)
October............................................... (6.94)
November.............................................. 6.43
December.............................................. 7.85
Compound Period Rate of Return........................ (6.05) (10.70)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FOOTNOTES TO CAPSULES I THROUGH III
"Aggregate subscriptions" represent the total amount received for all units
purchased by investors since the partnership commenced operations.
"Drawdown" means decline in net asset value per unit.
"Worst month-end peak-to-valley drawdown" is the largest decline
experienced by a partnership, determined in accordance with CFTC Rule 4.10(1),
and represents the greatest cumulative percentage decline from any month-end net
asset value per unit that occurs without such month-end net asset value per unit
being equaled or exceeded as of a subsequent month-end net asset value per unit.
For example, if the net asset value per unit of a partnership was $15 and
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 because the $15 initial month-end net asset value per unit had
not been equalled or exceeded by a subsequent month-end net asset value per
unit, whereas if the net asset value of a unit had increased by $2 in March, the
January-February drawdown would have been ended as of the end of February at the
$2 level because the $15 initial net asset value per unit would have equaled in
March. Such "drawdowns" are measured on the basis of month-end net asset values
only, and do not reflect intra-month figures.
"Monthly Performance" is the percentage change in net asset value per unit
from one month to another.
"Compound Period Rate of Return" is calculated by multiplying on a compound
basis each of the monthly rates of return and not by adding or averaging such
monthly rates of return. For periods of less than one year, the results are
year-to-date.
27
<PAGE>
ADDITIONAL PARTNERSHIPS
In the future, additional partnerships may be added to the Charter Series
of partnerships and units of limited partnership interest of such partnerships
may be offered pursuant to a separate prospectus or an updated version of, or
supplement to, this prospectus. Such partnerships will generally have different
trading advisors and may have substantially different trading approaches or fee
structures. You should carefully review any such separate prospectus, updated
version of, or supplement to, this prospectus before making the decision to
purchase units in any new Charter Series partnership.
AVAILABILITY OF EXCHANGE ACT REPORTS
The partnerships are required to file periodic reports with the SEC, such
as annual and quarterly reports, and proxy statements. You may read any of these
filed documents, or obtain copies by paying prescribed charges, at the SEC's
public reference rooms located at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. The partnerships' SEC filings are also available to the
public from the SEC's Web site at "http://www.sec.gov." The SEC file numbers are
0-25603 (Charter Graham), 0-25605 (Charter Millburn), and 0-25607 (Charter
Welton).
SELECTED FINANCIAL DATA
The following are the results of operations for each partnership for the
period from March 1, 1999 (commencement of operations) to December 31, 1999.
<TABLE>
<CAPTION>
CHARTER CHARTER CHARTER
GRAHAM MILLBURN WELTON
------------------- ------------------- -------------------
<S> <C> <C> <C>
$ $ $
REVENUES
Trading profit (loss):
Realized.............................. 839,458 (2,134,562) (1,636,293)
Net change in unrealized.............. 1,070,531 920,823 1,722,849
----------- ----------- -----------
Total Trading Results............... 1,909,989 (1,213,739) 86,556
Interest income (Dean Witter and
Carr)................................. 444,815 559,942 521,699
----------- ----------- -----------
Total Revenues...................... 2,354,804 (653,797) 608,255
----------- ----------- -----------
EXPENSES
Brokerage fees (Dean Witter)............ 723,042 912,182 852,522
Management fees......................... 206,583 260,624 243,578
Incentive fees.......................... -- 103,350 --
----------- ----------- -----------
Total Expenses...................... 929,625 1,276,156 1,096,100
----------- ----------- -----------
NET INCOME (LOSS)....................... 1,425,179 (1,929,953) (487,845)
----------- ----------- -----------
----------- ----------- -----------
NET INCOME (LOSS) PER UNIT FOR PERIOD:
Limited Partners........................ .29 (.72) (1.07)
General Partner......................... .29 (.72) (1.07)
TOTAL ASSETS AT END OF PERIOD........... 21,028,305 23,708,029 23,455,371
TOTAL NET ASSETS AT END OF PERIOD....... 20,661,112 23,303,720 23,077,361
NET ASSET VALUE PER UNIT AT END OF
PERIOD................................
Limited Partners........................ 10.29 9.28 8.93
General Partner......................... 10.29 9.28 8.93
</TABLE>
28
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY
Assets of each partnership are deposited with the commodity brokers in
separate futures, forwards, and options trading accounts established for the
trading advisor for the partnership and are used as margin to engage in trading.
The assets are held in either non-interest bearing bank accounts or in
securities and instruments permitted by the CFTC for investment of customer
segregated or secured funds. Each partnership's assets held by the commodity
brokers may be used as margin solely for the partnership's trading. Since each
partnership's sole purpose is to trade in futures, forwards, and options, it is
expected that each partnership will continue to own such liquid assets for
margin purposes.
Each partnership's investment in futures, forwards, and options may, from
time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in
prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Trades may not be executed at prices
beyond the daily limit. If the price for a particular futures or options
contract has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several consecutive
days with little or no trading. These market conditions could prevent a
partnership from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.
There is no limitation on daily price moves in trading forward contracts on
foreign currency. The markets for some world currencies have low trading volume
and are illiquid, which may prevent a partnership from trading in potentially
profitable markets or prevent a partnership from promptly liquidating
unfavorable positions in such markets and subjecting it to substantial losses.
Either of these market conditions could result in restrictions on redemptions.
The partnerships have not had illiquidity affect a material portion of
their assets.
CAPITAL RESOURCES
The partnerships do not have, or expect to have, any capital assets.
Redemptions, exchanges and sales of additional units in the future will affect
the amount of funds available for investments in futures, forwards, and options
in subsequent periods. It is not possible to estimate the amount and therefore
the impact of future redemptions.
RESULTS OF OPERATIONS
General. The partnership's results depend on its trading advisor and the
ability of the trading advisor's trading program to take advantage of price
movements or other profit opportunities in the futures, forwards, and options
markets. The following presents a summary of each partnership's operations for
the period from March 1, 1999 (commencement of operations) to December 31, 1999
and a general discussion of each partnership's trading activities during that
period. It is important to note, however, that each trading advisor trades in
various markets at different times and that prior activity in a particular
market does not mean that such market will be actively traded by the trading
advisors or will be profitable in the future. Consequently, the results of
operations of each partnership is difficult to discuss other than in the context
of its trading advisor's trading activities on behalf of the partnership and how
the partnership has performed in the past.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
1999 Results. For the period from March 1, 1999 (commencement of
operations) to December 31, 1999, Charter Graham recorded total trading revenues
including interest income, of $2,354,804 and posted an increase in net asset
value per unit. The most significant gains of approximately
29
<PAGE>
7.19% were recorded in the global stock index futures markets primarily during
the fourth quarter. Gains were recorded in the U.S., approximately 10.76%, and
European, approximately 4.31%, equity markets as many markets experienced
significant year-end rallies. The overall strength of U.S. stocks boosted
European stocks specifically in Germany, France, and Spain. Additional gains of
approximately 4.87% were recorded in the metals markets primarily during the
first and fourth quarters from long positions in aluminum and copper as prices
increased on technical factors and a healthy economic outlook for most
industrialized nations economies in the year ahead. Trading in the energy
markets produced gains of approximately 2.20% as OPEC cooperated with other
major global oil producing countries to rein in production and allow for the
drawing down of inventories that had grown steadily throughout 1998. Long
positions in crude oil benefited from the improving global demand for energy and
the decreased supply. A portion of Charter Graham's overall gains was offset by
losses of approximately 1.51% recorded in the agricultural markets. Short corn
futures positions proved unprofitable when prices reversed higher in the second
quarter on a seasonally driven rally.
Total expenses for the year were $929,625, resulting in net income of
$1,425,179. The value of a unit increased from $10.00 at inception of trading on
March 1, 1999 to $10.29 at December 31, 1999.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
1999 Results. For the period from March 1, 1999 (commencement of
operations) to December 31, 1999, Charter Millburn recorded total trading losses
net of interest income of $653,797 and posted a decrease in net asset value per
unit. The most significant losses of approximately 4.27% were recorded in the
global interest rate futures markets. Charter Millburn experienced losses in the
third and fourth quarters from short positions in Japanese interest rate futures
as prices moved higher amid fears that a strong yen may slow that nation's
budding recovery. Losses were also recorded during April and May from long U.S.
interest rate futures positions as prices dropped in reaction to Federal Reserve
Chairman Alan Greenspan's warnings that a strong economy could reignite
inflation. Fears that the Federal Reserve eventually could boost target interest
rates pushed down domestic bond prices during the first and second quarters and
forced yields higher. During July and August, long U.S. interest rate futures
positions resulted in additional losses as domestic bond prices moved
temporarily lower after Federal Reserve Chairman Alan Greenspan commented that
central bankers must consider stock prices when setting monetary policy and as
economic reports added to concern that the U.S. Federal Reserve will raise
interest rates. Additional losses of approximately 2.98% were experienced in the
currency markets primarily during the third quarter from short positions in the
Swiss franc and the euro as the value of these currencies moved higher relative
to the U.S. dollar. A portion of the overall losses was offset by gains of
approximately 1.69% recorded in the metals markets primarily from long gold and
aluminum futures positions. An announcement by a group of European central banks
abruptly reversed gold prices higher late in the third quarter resulting in
gains for long gold futures positions. Aluminum prices also increased during the
year on technical factors and a healthy economic outlook for most industrialized
nations economies in the year ahead. Trading in the energy markets produced
gains of approximately 1.15% as OPEC cooperated with other major global oil
producing countries to rein in production thus pushing prices higher. Crude oil
and its refined products all benefited from the improving global demand for
energy and the decreased supply of crude oil.
Total expenses for the year were $1,276,156, resulting in a net loss of
$1,929,953. The value of a unit decreased from $10.00 at inception of trading on
March 1, 1999 to $9.28 at December 31, 1999.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
1999 Results. For the period from March 1, 1999 (commencement of
operations) to December 31, 1999, the partnership recorded trading revenues
including interest income of $608,255 and,
30
<PAGE>
after expenses, posted a decrease in net asset value per unit. The most
significant losses of approximately 6.25% occurred in the global interest rate
futures markets. Charter Welton experienced losses in the third quarter from
short positions in Japanese interest rate futures as prices moved higher amid
fears that a strong yen may slow that nation's budding recovery. In addition,
positions in U.S. and European bonds proved unprofitable as price volatility and
choppiness experienced during the year limited the ability to capitalize on
trends. Additional losses of approximately 4.27% were recorded in the soft
commodities markets primarily in coffee futures due to weather driven volatility
in Brazil, which is the world's largest producer of coffee. A portion of the
Charter Welton's overall losses was offset by gains of approximately 11.19%
recorded in the global stock index futures markets particularly from long
positions in U.S. and European equity markets. These long positions in U.S. and
European equity index futures were especially profitable as many markets
experienced significant year-end rallies. Trading in the energy markets produced
gains of approximately 0.80% as OPEC cooperated with other major global oil
producing countries to rein in production and allow for the drawing down of
inventories that had grown steadily through 1998. Crude oil and its refined
products all benefited from the improving global demand for energy and the
decreased supply of crude oil.
Total expenses for the year were $1,096,100, resulting in a net loss of
$487,845. The value of a unit decreased from $10.00 at inception of trading on
March 1, 1999 to $8.93 at December 31, 1999.
FINANCIAL INSTRUMENTS
Each partnership is a party to financial instruments with elements of
off-balance sheet market and credit risk. Each partnership may trade futures and
options in interest rates, stock indices, currencies, agriculturals, energies,
and metals. In entering into these contracts each partnership is subject to the
market risk that such contracts may be significantly influenced by market
conditions, such as interest rate volatility, resulting in such contracts being
less valuable. If the markets should move against all of the positions held by a
partnership at the same time, and if its trading advisor were unable to offset
positions of the partnership, the partnership could lose all of its assets and
the limited partners would realize a 100% loss. In addition to the trading
advisors' internal controls, each trading advisor must comply with the trading
policies of the partnership. The trading policies include standards for
liquidity and leverage with which the partnership must comply. The trading
advisor and the general partner monitor each partnership's trading activities to
ensure compliance with the trading policies. The general partner may require a
trading advisor to modify positions of the partnership if the general partner
believes they violate the partnership's trading policies.
In addition to market risk, in entering into futures, forwards and options
contracts there is a credit risk to each partnership that the counterparty on a
contract will not be able to meet its obligations to the partnership. The
ultimate counterparty or guarantor of a partnership for futures contracts traded
in the U.S. and most foreign exchanges on which the partnership trades is the
clearinghouse associated with such exchange. In general, a clearinghouse is
backed by the membership of the exchange and will act in the event of
non-performance by one of its members or one of its member's customers, which
should significantly reduce this credit risk. For example, a clearinghouse may
cover a default by drawing upon a defaulting member's mandatory contributions
and/or non-defaulting members' contributions to a clearinghouse guarantee fund,
established lines or letters of credit with banks, and/or the clearinghouse's
surplus capital and other available assets of the exchange and clearinghouse, or
assessing its members. In cases where a partnership trades off-exchange forwards
contracts with a counterparty, the sole recourse of the partnership will be the
forwards contract counterparty. For a list of the foreign exchanges on which the
partnerships trade, see "Use of Proceeds" on page * . FOR AN ADDITIONAL
DISCUSSION OF THE CREDIT RISKS RELATING TO TRADING ON FOREIGN EXCHANGES, SEE
"RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING ON FOREIGN EXCHANGES
PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON U.S. EXCHANGES" ON
PAGE * .
31
<PAGE>
There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to a partnership, and the general partner and
commodity brokers will not indemnify a partnership against a default by such
parties. Further, the law is unclear as to whether a commodity broker has any
obligation to protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades effected for the broker's customers. Any such
obligation on the part of the broker appears even less clear where the default
occurs in a non-U.S. jurisdiction.
The general partner deals with these credit risks of the partnerships in
several ways. First, it monitors each partnership's credit exposure to each
exchange on a daily basis, calculating not only the amount of margin required
for it but also the amount of its unrealized gains at each exchange, if any. The
commodity brokers inform each partnership, as with all their customers, of its
net margin requirements for all its existing open positions, but do not break
that net figure down, exchange by exchange. The general partner, however, has
installed a system which permits it to monitor each partnership's potential
margin liability, exchange by exchange. As a result, the general partner is able
to monitor each partnership's potential net credit exposure to each exchange by
adding the unrealized trading gains on that exchange, if any, to the
partnership's margin liability thereon.
Second, each partnership's trading policies limit the amount of partnership
net assets that can be committed at any given time to futures contracts and
require, in addition, a minimum amount of diversification in the partnership's
trading, usually over several different products. One of the aims of the trading
policies has been to reduce the credit exposure of a partnership to a single
exchange. On those relatively few occasions where a partnership's credit
exposure may climb above that level, the general partner deals with the
situation on a case by case basis, carefully weighing whether the increased
level of credit exposure remains appropriate. Material changes to the trading
policies may only be made with the prior written approval of the limited
partners owning more than 50% of units then outstanding.
Third, the general partner has secured, with respect to Carr Futures acting
as the clearing broker for each partnership, a guarantee by Credit Agricole
Indosuez, Carr Futures' parent, of the payment of the "net liquidating value" of
the transactions (futures, options and forward contracts) in the partnership's
account. As of December 31, 1998, Credit Agricole Indosuez' total equity was
$3.301 billion, and its senior unsecured debt is currently rated Aa2 by Moody's.
With respect to forward contract trading, each partnership trades with only
those counterparties which the general partner, together with Dean Witter, have
determined to be creditworthy. At the date of the prospectus, the partnerships
only deal with Carr Futures as their counterparty on forward contracts. The
guarantee by Carr Futures' parent, discussed above, covers these forward
contracts.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
INTRODUCTION
Each partnership is a commodity pool engaged primarily in the speculative
trading of futures, forwards and options. The market-sensitive instruments held
by each partnership are acquired for speculative trading purposes only and, as a
result, all or substantially all of each partnership's assets are at risk of
trading loss. Unlike an operating company, the risk of market-sensitive
instruments is central, not incidental, to each partnership's main business
activities.
The futures, forwards, and options traded by each partnership involve
varying degrees of related market risk. Market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates, and prices
of financial instruments and commodities. Fluctuations in market risk based upon
these factors result in frequent changes in the fair value of each partnership's
open positions, and, consequently, in its earnings and cash flow.
32
<PAGE>
Each partnership's total market risk is influenced by a wide variety of
factors, including the diversification among each partnership's open positions,
the volatility present within the markets, and the liquidity of the markets. At
varying times, each of these factors may act to increase or decrease the market
risk associated with each partnership.
Each partnership's past performance is not necessarily indicative of its
future results. Any attempt to numerically quantify a partnership's market risk
is limited by the uncertainty of its speculative trading. Each partnership's
speculative trading may cause future losses and volatility (i.e. "risk of ruin")
that far exceed the partnership's experiences to date or any reasonable
expectation based upon historical changes in market value.
QUANTIFYING THE PARTNERSHIP'S TRADING VALUE AT RISK
The following quantitative disclosures regarding each partnership's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact.
Each partnership accounts for open positions on the basis of mark-to-market
accounting principles. Any loss in market value of a partnership's open
positions is directly reflected in the partnership's earnings, whether realized
or unrealized, and cash flow. Profits and losses on open positions of
exchange-traded futures, forwards, and options are settled daily through
variation margin.
Each partnership's risk exposure in the various market sectors traded by
the trading advisors is estimated below in terms of Value at Risk ("VaR"). The
VaR model used by each partnership includes many variables that could change the
market value of a partnership's trading portfolio. Each partnership estimates
VaR using a model based upon historical simulation with a confidence level of
99%. Historical simulation involves constructing a distribution of hypothetical
daily changes in the value of a trading portfolio. The VaR model takes into
account linear exposures to price and interest rate risk. Market risks that are
incorporated in the VaR model include equity and commodity prices, interest
rates, foreign exchange rates and correlation among these variables. The
hypothetical changes in portfolio value are based on daily percentage changes
observed in key market indices or other market factors ("market risk factors")
to which the portfolio is sensitive. The historical observation period of each
partnership's VaR is approximately four years. The one-day 99% confidence level
of each partnership's VaR corresponds to the negative change in portfolio value
that, based on observed market risk factor moves, would have been exceeded once
in 100 trading days.
VaR models, including the partnerships', are continually evolving as
trading portfolios become more diverse and modeling techniques and systems
capabilities improve. Please note that the VaR model is used to numerically
quantify market risk for historic reporting purposes only and is not utilized by
either the general partner or the trading advisors in their daily risk
management activities.
EACH PARTNERSHIP'S VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following tables indicate the VaR associated with each partnership's
open positions as a percentage of total net assets by primary market risk
category as of December 31, 1999.
33
<PAGE>
CHARTER GRAHAM:
As of December 31, 1999, the partnership's total capitalization was
approximately $21 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Currency................................................. (1.45)%
Interest Rate............................................ (0.90)
Equity................................................... (0.81)
Commodity................................................ (0.55)
Aggregate Value at Risk.................................. (2.05)%
</TABLE>
CHARTER MILLBURN:
As of December 31, 1999, the partnership's total capitalization was
approximately $23 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Interest Rate............................................ (0.80)%
Currency................................................. (0.92)
Equity................................................... (0.75)
Commodity................................................ (0.74)
Aggregate Value at Risk.................................. (1.71)%
</TABLE>
CHARTER WELTON
As of December 31, 1999, the partnership's total capitalization was
approximately $23 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Interest Rate............................................ (0.80)%
Currency................................................. (0.55)
Equity................................................... (1.95)
Commodity................................................ (0.54)
Aggregate Value at Risk.................................. (2.22)%
</TABLE>
Aggregate value at risk, listed above for each partnership represents the
aggregate VaR of each partnership's open positions and not the sum of the VaR of
the individual market categories. Aggregate VaR will be lower as it takes into
account correlation among different positions and categories.
The tables above represent the VaR of each partnership's open positions at
December 31, 1999 only and are not necessarily representative of either the
historic or future risk of an investment in that partnership. Because each
partnership's only business is the speculative trading of futures, forwards, and
options, the composition of its portfolio of open positions can change
significantly over any given time period, or even within a single trading day.
Any changes in open positions could positively or negatively materially impact
market risk as measured by VaR.
The tables below supplement the December 31, 1999 VaR by presenting each
partnership's high, low and average VaR, as a percentage of total net assets for
the four calendar quarter reporting periods from March 1, 1999 through December
31, 1999.
34
<PAGE>
CHARTER GRAHAM
<TABLE>
<CAPTION>
MARKET CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Currency........................................ (2.76)% (1.27)% (1.76)%
Interest Rate................................... (3.74) (0.90) (2.06)
Equity.......................................... (0.81) (0.25) (0.43)
Commodity....................................... (0.87) (0.55) (0.73)
Aggregate Value at Risk......................... (4.71)% (1.83)% (2.91)%
</TABLE>
CHARTER MILLBURN
<TABLE>
<CAPTION>
MARKET CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Interest Rate................................... (1.41)% (0.79)% (0.97)%
Currency........................................ (2.66) (0.92) (1.75)
Equity.......................................... (1.61) (0.75) (1.13)
Commodity....................................... (1.75) (0.74) (1.21)
Aggregate Value at Risk......................... (4.36)% (1.71)% (2.73)%
</TABLE>
CHARTER WELTON
<TABLE>
<CAPTION>
MARKET CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Interest Rate................................... (1.22)% (0.55)% (0.97)%
Currency........................................ (1.58) (0.08) (0.74)
Equity.......................................... (4.75) (0.16) (1.79)
Commodity....................................... (0.95) (0.19) (0.57)
Aggregate Value at Risk......................... (5.02)% (1.08)% (2.70)%
</TABLE>
LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
The face value of the market sector instruments held by each partnership is
typically many times the applicable margin requirements. Margin requirements
generally range between 2% and 15% of contract face value. Additionally, the use
of leverage causes the face value of the market sector instruments held by each
partnership to typically be many times the total capitalization of each
partnership. The value of a partnership's open positions thus creates a "risk of
ruin" not typically found in other investments. The relative size of the
positions held may cause a partnership to incur losses greatly in excess of VaR
within a short period of time, given the effects of the leverage employed and
market volatility. The VaR tables above, as well as the past performance of each
partnership, give no indication of such "risk of ruin". In addition, VaR risk
measures should be viewed in light of the methodology's limitations, which
include the following:
* past changes in market risk factors will not always result in accurate
predictions of the distributions and correlations of future market
movements;
* changes in portfolio value caused by to market movements may differ from
those of the VaR model;
* VaR results reflect past trading positions while future risk depends on
future positions;
* VaR using a one-day time horizon does not fully capture the market risk
of positions that cannot be liquidated or hedged within one day; and
* the historical market risk factor data used for VaR estimation may
provide only limited insight into losses that could be incurred under
certain unusual market movements.
The VaR tables above present the results of each partnership's VaR for each
of the partnership's market risk exposures and on an aggregate basis at December
31, 1999 and for the end of the four calendar quarter reporting periods from
March 1, 1999 through December 31, 1999.
35
<PAGE>
Since VaR is based on historical data, VaR should not be viewed as predictive of
a partnership's future financial performance or its ability to manage and
monitor risk. There can be no assurance that the partnership's actual losses on
a particular day will not exceed the VaR amounts indicated above or that such
losses will not occur more than once in 100 trading days.
NON-TRADING RISK
Each partnership has non-trading market risk on its foreign cash balances
not needed for margin. These balances and any market risk they may represent are
immaterial. Each partnership also maintains a substantial portion (approximately
79-86%) of its available assets in cash at Dean Witter. A decline in short-term
interest rates will result in a decline in a partnership's cash management
income. This cash flow risk is not considered material.
Materiality, as used throughout this section, is based on an assessment of
reasonably possible market movements and any associated potential losses, taking
into account the leverage, optionality and multiplier features of a
partnership's market-sensitive instruments.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
The following qualitative disclosures regarding each partnership's market
risk exposures--except for (A) those disclosures that are statements of
historical fact and (B) the descriptions of how a partnership manages its
primary market risk exposures--constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Each partnership's primary market risk exposures as well as the
strategies used and to be used by the general partner and the trading advisors
for managing such exposures are subject to numerous uncertainties, contingencies
and risks, any one of which could cause the actual results of each partnership's
risk controls to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures and the risk management strategies of
each partnership. Investors must be prepared to lose all or substantially all of
their investment in a partnership.
CHARTER GRAHAM
The following were the primary trading risk exposures of the partnership as
of December 31, 1999, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
Currency. The primary market exposure in the partnership is in the
currency sector. The partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. Interest rate
changes as well as political and general economic conditions influence these
fluctuations. The partnership trades in a large number of currencies, including
cross-rates--i.e., positions between two currencies other than the U.S. dollar.
For the fourth quarter of 1999, the partnership's major exposures were in the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
the major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.
Interest Rate. The second largest market exposure for the fourth quarter
is in the interest rate complex. Exposure was spread across the U.S.,
Australian, Japanese and European interest rate sectors. Interest rate movements
directly affect the price of the sovereign bond futures positions
36
<PAGE>
held by the partnership and indirectly affect the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries. The
G-7 countries consist of France, U.S., Britain, Germany, Japan, Italy and
Canada. However, the partnership also takes futures positions in the government
debt of smaller nations--e.g. Australia. The general partner anticipates that
G-7 and Australian interest rates will remain the primary interest rate exposure
of the partnership for the foreseeable future. The changes in interest rates,
which have the most effect on the partnership, are changes in long-term, as
opposed to short-term, rates. Most of the speculative futures positions held by
the partnership are in medium- to long-term instruments. Consequently, even a
material change in short-term rates would have little effect on the partnership,
were the medium- to long-term rates to remain steady.
Equity. The primary equity exposure is to equity price risk in the G-7
countries. The stock index futures traded by the partnership are by law limited
to futures on broadly based indices. As of December 31, 1999, the partnership's
primary exposures were in the Nikkei (Japan). IBEX 35 (Spain) and S&P 500 (U.S.)
stock indices. The partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S., European and Japanese indices. Static
markets would not cause major market changes but would make it difficult for the
partnership to avoid being "whipsawed" into numerous small losses.
Commodity.
Metals. The partnership's metals market exposure is to fluctuations in the
price of base metals. During periods of volatility, base metals will affect
performance dramatically. The general partner anticipates that the base metals
will remain the primary metals market exposure of the partnership.
Energy. On December 31, 1999, the partnership's energy exposure was shared
by futures contracts in the oil and natural gas markets. Price movements in
these markets result from political developments in the Middle East, weather
patterns, and other economic fundamentals. As oil prices have increased
approximately 100% this year, and, given that the agreement by OPEC to cut
production is approaching expiration in March 2000, it is possible that
volatility will remain on the high end. Significant profits and losses have been
and are expected to continue to be experienced in this market. Natural gas, also
a primary energy market exposure, has exhibited more volatility than the oil
markets on an intra day and daily basis and is expected to continue in this
choppy pattern.
Soft Commodities and Agriculturals. On December 31, 1999, the partnership
had exposure in the markets that comprise these sectors. All of the exposure,
however, was in the cocoa and cotton markets. Supply and demand inequalities,
severe weather disruption and market expectations affect price movements in
these markets.
CHARTER MILLBURN
The following were the primary trading risk exposures of the partnership as
of December 31, 1999, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
Currency. The primary market exposure in the partnership is in the
currency sector. The partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. Interest rate
changes as well as political and general economic conditions influence these
fluctuations. The partnership trades in a large number of currencies, including
cross-rates--i.e., positions between two currencies other than the U.S. dollar.
For the fourth quarter of 1999, the partnership's major exposures were in the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
the major and minor currencies. The general partner does not anticipate that the
risk
37
<PAGE>
profile of the partnership's currency sector will change significantly in the
future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.
Interest Rate. The partnership's exposure in the interest rate market
complex was spread across the U.S., Japanese, German and European interest rate
sectors. Interest rate movements directly affect the price of the sovereign bond
futures positions held by the partnership and indirectly affect the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
partnership's profitability. The partnership's primary interest rate exposure is
generally to interest rate fluctuations in the United States and the other G-7
countries. The general partner anticipates that G-7 interest rates will remain
the primary interest rate exposure of the partnership for the foreseeable
future. The changes in interest rates, which have the most effect on the
partnership, are changes in long-term, as opposed to short-term, rates. Most of
the speculative futures positions held by the partnership are in medium- to
long-term instruments. Consequently, even a material change in short-term rates
would have little effect on the partnership, were the medium- to long-term rates
to remain steady.
Equity. The primary equity exposure is to equity price risk in the G-7
countries. The stock index futures traded by the partnership are by law limited
to futures on broadly based indices. As of December 31, 1999, the partnership's
primary exposures were in the Nikkei (Japan) and Hang Seng (China) stock
indices. The partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S. and Japanese indices. Static markets would
not cause major market changes but would make it difficult for the partnership
to avoid being "whipsawed" into numerous small losses.
Commodity.
Energy. On December 31, 1999, the partnership's energy exposure was shared
by futures contracts in the oil markets. Price movements in these markets result
from political developments in the Middle East, weather patterns, and other
economic fundamentals. As oil prices have increased approximately 100% this
year, and, given that the agreement by OPEC to cut production is approaching
expiration in March 2000, it is possible that volatility will remain on the high
end. Significant profits and losses have been and are expected to continue to be
experienced in this market.
Metals. The partnership's primary metals market exposure is to
fluctuations in the price of gold. Although the trading advisor will, from time
to time, trade base metals such as aluminum, copper and zinc, the principal
market exposures of the partnership have consistently been in precious metals. A
reasonable amount of exposure was evident in the gold market as the price of
gold retreated during the fourth quarter. The general partner anticipates that
gold will remain the primary metals market exposure for the partnership.
Soft Commodities and Agriculturals. On December 31, 1999, the partnership
had exposure in the markets that comprise these sectors. Most of the exposure,
however, was in the sugar, cotton and corn markets. Supply and demand
inequalities, severe weather disruption and market expectations affect price
movements in these markets.
CHARTER WELTON
The following were the primary trading exposures of the partnership as of
December 31, 1999. It may be anticipated however, that these market exposures
will vary materially over time.
Equity. The primary equity exposure is to equity price risk in the G-7
countries. The stock index futures traded by the partnership are by law limited
to futures on broadly based indices. As of December 31, 1999, the partnership's
primary exposures were in the S&P 500 (U.S.). NASDAQ (U.S.), IBEX 35 (Spain) and
Nikkei (Japan) stock indices. The partnership is primarily exposed to
38
<PAGE>
the risk of adverse price trends or static markets in the U.S. and European
indices. Static markets would not cause major market changes but would make it
difficult for the partnership to avoid being "whipsawed" into numerous small
losses.
Currency. The partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. Interest rate
changes as well as political and general economic conditions influence these
fluctuations. The partnership trades in a large number of currencies, including
cross-rates--i.e., positions between two currencies other than the U.S. dollar.
For the fourth quarter of 1999, the partnership's major exposures were in the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
the major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.
Interest Rate. Exposure was spread across the Australian and Japanese
interest rate sectors at the end of the fourth quarter. Interest rate movements
directly affect the price of the sovereign bond futures positions held by the
partnership and indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country as well as relative interest
rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries.
However, the partnership also takes futures positions in the government debt of
smaller nations--e.g. Australia. The general partner anticipates that G-7 and
Australian interest rates will remain the primary interest rate exposure of the
partnership for the foreseeable future. The changes in interest rates, which
have the most effect on the partnership, are changes in long-term, as opposed to
short-term, rates. Most of the speculative futures positions held by the
partnership are in medium- to long-term instruments. Consequently, even a
material change in short-term rates would have little effect on the partnership,
were the medium- to long-term rates to remain steady.
Commodity.
Metals. The partnership's metals market exposure is to fluctuations in the
price of base metals. During period of volatility, base metals will affect
performance dramatically. The general partner anticipates that the base metals
will remain the primary metals market exposure of the partnership.
Energy. On December 31, 1999, the partnership's energy exposure was shared
by futures contracts in the oil and gas markets. Price movements in these
markets result from political developments in the Middle East, weather patterns,
and other economic fundamentals. As oil prices have increased approximately 100%
this year, and, given that the agreement by OPEC to cut production is
approaching expiration in March 2000, it is possible that volatility will remain
on the high end. Significant profits and losses have been and are expected to
continue to be experienced in this market. Natural gas, also a primary energy
market exposure, has exhibited more volatility than the oil markets on an
intra-day and daily basis and is expected to continue in this choppy pattern.
Soft Commodities and Agriculturals. On December 31, 1999, the partnership
had exposure in the markets that comprise these sectors. Most of the exposure,
however, was in the coffee, cotton and wheat markets. Supply and demand
inequalities, severe weather disruption and market expectations affect price
movements in these markets.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURES
The following was the only non-trading risk exposure of the partnerships at
December 31, 1999:
39
<PAGE>
FOREIGN CURRENCY BALANCES. Each partnership's primary foreign currency
balances were in:
<TABLE>
<S> <C> <C>
CHARTER GRAHAM CHARTER MILLBURN CHARTER WELTON
- ----------------------------- ----------------------------- -----------------------------
Euro None Euro
Japanese yen Hong Kong dollars
Japanese yen
</TABLE>
Each partnership controls the non-trading risk of these balances by
regularly converting these balances back into U.S. dollars upon liquidation of
the respective position.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
Each partnership and its trading advisor, separately, attempt to manage the
risk of the partnership's open positions in essentially the same manner in all
market categories traded. The general partner attempts to manage each
partnership's market exposure by diversifying a partnership's assets among
different market sectors and monitoring the performance of the trading advisor
daily. In addition, the trading advisor establishes diversification guidelines,
often set in terms of the maximum margin to be committed to positions in any one
market sector or market sensitive instrument.
The general partner monitors and controls the risk of each partnership's
non-trading instrument, cash. Cash is the only partnership investment directed
by the general partner, rather than the trading advisor.
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 commodity pool operator. Effective in 1977, the general partner
became registered with the CFTC as a commodity pool operator and is currently a
member of the National Futures Association 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 is an
affiliate of Dean Witter in that they are both wholly-owned subsidiaries of
Morgan Stanley Dean Witter & Co., which is a publicly-owned company subject to
the reporting requirements of the Securities Exchange Act of 1934. Morgan
Stanley Dean Witter & Co.'s SEC file number is
1-11758.
The general partner is or has been the general partner and commodity pool
operator for 35 commodity pools, including five other commodity pools which are
exempt from certain disclosure requirements pursuant to CFTC Rule 4.7. As of
January 31, 2000, the general partner had approximately $1.4 billion in
aggregate net assets under management, making it one of the largest operators of
commodity pools in the U.S. As of January 31, 2000, there were over 67,000
investors in the commodity pools managed by Demeter.
The general partner is required to maintain its net worth at an amount
equal to at least 10% of the total contributions to each limited partnership for
which it acts as a general partner. Morgan Stanley Dean Witter & Co. has
contributed to the general partner the 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. 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, provided the modification does not
adversely affect the partnership or the limited partners. The general partner
and its principals are not obligated to purchase units but may do so.
According to Morgan Stanley Dean Witter & Co.'s 1999 annual report, Morgan
Stanley Dean Witter & Co. had total shareholders' equity of $17,014 million and
total assets of $366,967 million as of November 30, 1999 (audited). Additional
financial information regarding Morgan Stanley Dean Witter & Co. is included in
the financial statements filed as part of that annual report. Morgan Stanley
Dean Witter & Co. will provide to you, upon request, copies of its most recent
Forms 10-K, 10-Q and 8-K, as filed from time to time with the SEC. These reports
will be available
40
<PAGE>
from the SEC, in the manner described under "The Charter Series--Availability of
Exchange Act Reports" on page * , or will be available at no charge to you by
writing to Morgan Stanley Dean Witter & Co. at 1585 Broadway, New York, New York
10036 (Attn: Investor Relations).
Because of their relationship to the partnerships and each other, Dean
Witter and the general partner may have liability as a promoter or parent of the
partnerships if any violations of the federal securities laws occur in
connection with the offering of units.
DIRECTORS AND OFFICERS OF THE GENERAL PARTNER
Robert E. Murray, age 39, is Chairman of the Board, President, and a
Director of the general partner. Mr. Murray is also Chairman of the Board,
President, and a Director of Dean Witter Futures & Currency Management Inc. Mr.
Murray is currently a Senior Vice President of Dean Witter's Managed Futures
Department. Mr. Murray began his career at Dean Witter 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 Vice Chairman and 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.
Mitchell M. Merin, age 46, is a Director of the general partner. Mr. Merin
is also a Director of Dean Witter Futures & Currency Management Inc. Mr. Merin
was appointed the Chief Operating Officer of Individual Asset Management for
Morgan Stanley Dean Witter & Co. in December 1998 and the President and Chief
Executive Officer of Morgan Stanley Dean Witter Advisors in February 1998. He
has been an Executive Vice President of Dean Witter since 1990, during which
time he has been director of Dean Witter's Taxable Fixed Income and Futures
divisions, Managing Director in Corporate Finance and Corporate Treasurer. Mr.
Merin received his Bachelor's degree from Trinity College in Connecticut and his
M.B.A. degree in Finance and Accounting from the Kellogg Graduate School of
Management of Northwestern University in 1977.
Joseph G. Siniscalchi, age 54, is a Director of the general partner. Mr.
Siniscalchi joined Dean Witter in July 1984 as a First Vice President, Director
of General Accounting and served as Senior Vice President and Controller for
Dean Witter's Securities Division through 1997. He is currently Executive Vice
President and Director of the Operations Division of Dean Witter. From February
1980 to July 1984, Mr. Siniscalchi was Director of Internal Audit at Lehman
Brothers Kuhn Loeb, Inc.
Edward C. Oelsner III, age 57, is a Director of the general partner. Mr.
Oelsner is currently an Executive Vice President and head of the Product
Development Group at Morgan Stanley Dean Witter Advisors, an affiliate of Dean
Witter. Mr. Oelsner joined Dean Witter in 1981 as a Managing Director in Dean
Witter's Investment Banking Department specializing in coverage of regulated
industries and, subsequently, served as head of the Dean Witter Retail Products
Group. Prior to joining Dean Witter, 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.
Lewis A. Raibley, III, age 37, is Vice President, Chief Financial Officer,
and a Director of the general partner. Mr. Raibley is also a Director of Dean
Witter Futures & Currency Management Inc. Mr. Raibley is currently Senior Vice
President and Controller in the Individual Asset Management Group of Morgan
Stanley Dean Witter & Co. From July 1997 to May 1998, Mr. Raibley served as
Senior Vice President and Director in the Internal Reporting Department of
Morgan Stanley Dean Witter & Co. 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. He has been with Morgan Stanley Dean
Witter & Co. and its affiliates since June 1986.
Richard A. Beech, age 48, is a Director of the general partner. Mr. Beech
has been associated with the futures industry for over 23 years. He has been at
Dean Witter since August 1984, where
41
<PAGE>
he is presently Senior Vice President and head of Branch Futures. Mr. Beech
began his career at the Chicago Mercantile Exchange, where he became the Chief
Agricultural Economist doing market analysis, marketing and compliance. Prior to
joining Dean Witter, Mr. Beech also had worked at two investment banking firms
in operations, research, managed futures and sales management.
Ray Harris, age 43, is a Director of the general partner. Mr. Harris is
currently Executive Vice President, Planning and Administration for Morgan
Stanley Dean Witter Asset Management and has worked at Dean Witter or its
affiliates since July 1982, serving in both financial and administrative
capacities. From August 1994 to January 1999, he worked in two separate Dean
Witter affiliates, Discover Financial Services and Novus Financial Corp.,
culminating as Senior Vice President. Mr. Harris received his B.A. degree from
Boston College and his M.B.A. in Finance from the University of Chicago.
The general partner and its officers and directors may, from time to time,
trade futures, forwards, and options for their own proprietary accounts. The
records of trading in such accounts will not be made available to you for
inspection.
None of the directors or executive officers of the general partner
beneficially own units of any partnership.
DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE
GENERAL PARTNER
The following table summarizes information relating to each of the other
commodity pools operated by the general partner, except those commodity pools
exempt from disclosure under CFTC rule 4.7.
While each of these commodity pools has essentially the same
objective--appreciation of assets through speculative trading--the structure,
including fees, interest income arrangements, and trading advisors, and the
performance of these pools varies widely. There are significant differences
between the partnerships and the commodity pools described on the following
page. For example, some of the commodity pools have principal protection
features to protect investors against the loss of their investment principal,
and none of these other commodity pools has the same mix of trading advisors,
trading strategies, and fee structures as those employed by the partnerships.
All summary performance information is current as of January 31, 2000. In
reviewing the following summary performance information, you should understand
that performance is calculated on the accrual basis in accordance with generally
accepted accounting principles and is "net" of all fees and charges, and a more
complete presentation of the performance of the futures funds operated or
managed by the general partner and/or its affiliates is available upon request
to the general partner.
Past performance is not necessarily indicative of future results and
material differences exist between the commodity pools described in the chart
and the partnerships. There is no assurance that the partnerships will perform
in a manner comparable to any of the commodity pools described below. You should
also note that interest income may constitute a significant portion of a
commodity pool's total income and may generate profits where there have been
realized or unrealized losses from futures, forwards, and options trading.
42
<PAGE>
DEMETER MANAGEMENT CORPORATION
CAPSULE SUMMARY OF PERFORMANCE INFORMATION REGARDING COMMODITY POOLS OPERATED
(EXCEPT AS OTHERWISE INDICATED, BEGINNING JANUARY 1, 1994 THROUGH JANUARY 31,
2000)
<TABLE>
<CAPTION>
CURRENT CURRENT
TOTAL NET ASSET
START CLOSE AGGREGATE NET ASSET VALUE PER
FUND TYPE/FUND(1) DATE(2) DATE(3) SUBSCRIPTION(4) VALUE(5) UNIT(6)
- ---------------------------------------- -------- -------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
$ $ $
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Dean Witter Commodity Partners Jan-81 Dec-88 9,648,397 739,757 488.29
Columbia Futures Fund(11) Jul-83 N/A 29,276,299 8,449,488 2,940.01
DW Diversified Futures Fund L.P.(12) Apr-88 N/A 206,815,107 88,534,915 952.85
DW Multi-Market Portfolio L.P.(13) Sep-88 N/A 252,526,000 7,774,145 1,091.21
DW Diversified Futures Fund II L.P. Jan-89 N/A 13,210,576 7,982,148 2,533.50
DW Diversified Futures Fund III L.P. Nov-90 N/A 126,815,755 47,000,467 1,578.85
DW Portfolio Strategy Fund L.P.(14) Feb-91 N/A 143,522,564 108,874,058 2,453.13
DWFCM International Access Fund L.P. Mar-94 N/A 68,115,440 35,002,752 1,404.40
Morgan Stanley Dean Witter Nov-94 N/A 62,402,351 57,668,146 15.97
Spectrum Global Balanced L.P. (15)
Morgan Stanley Tangible Asset Fund L.P. Jan-98 N/A 41,665,223 24,004,823 7.84
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund I Jan-85 Dec-91 19,122,276 281,303 456.80
DW Cornerstone Fund II Jan-85 N/A 65,653,270 27,081,526 4,077.17
DW Cornerstone Fund III Jan-85 N/A 137,132,762 33,161,755 3,061.46
DW Cornerstone Fund IV May-87 N/A 168,108,613 102,952,810 4,754.42
Morgan Stanley Dean Witter Aug-91 N/A 286,117,401 219,969,311 22.63
Spectrum Select L.P.(16)
DW Global Perspective Portfolio L.P. Mar-92 N/A 67,424,535 14,763,062 981.42
DW World Currency Fund L.P. Apr-93 N/A 114,945,830 19,492,812 975.55
Morgan Stanley Dean Witter Nov-94 N/A 109,254,994 107,898,346 15.54
Spectrum Strategic L.P.
Morgan Stanley Dean Witter Nov-94 N/A 307,372,705 272,125,896 15.09
Spectrum Technical L.P.
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
DW Principal Plus Fund L.P.(17) Feb-90 N/A 109,013,535 43,146,696 1,783.83
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
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/ Nov-94 N/A 35,555,990 31,487,633 1,959.81
Chesapeake L.P.
Morgan Stanley Dean Witter/ Feb-96 N/A 32,178,924 16,438,895 1,049.11
JWH Futures Fund L.P.
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P. Oct-98 N/A 20,416,896 11,777,469 931.71
<CAPTION>
CUMULATIVE
RETURN WORST WORST PEAK- COMPOUND ANNUAL RATES OF RETURN(10)
SINCE MONTHLY % TO-VALLEY -------------------------------------
FUND TYPE/FUND(1) INCEPTION(7) DRAWDOWN(8) DRAWDOWN(9) 2000 1999 1998
- ---------------------------------------- ------------- ------------ ------------ --------- --------- ---------
<S> <C> <C> <C>
% % % % % %
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Dean Witter Commodity Partners (51.37) (34.48) (64.23)
7/88 4/86-12/88
Columbia Futures Fund(11) 200.00 (17.54) (42.58) 1.38 (8.54) 12.01
4/86 7/83-9/85 (1 month)
DW Diversified Futures Fund L.P.(12) 277.80 (12.85) (24.86) (1.08) (11.14) 6.22
5/90 5/95-6/96 (1 month)
DW Multi-Market Portfolio L.P.(13) 9.12 (13.26) (29.84) (0.81) (8.77) 5.63
2/96 5/95-6/96 (1 month)
DW Diversified Futures Fund II L.P. 153.35 (13.41) (25.62) (0.89) (9.50) 5.22
8/89 5/95-6/96 (1 month)
DW Diversified Futures Fund III L.P. 57.89 (13.62) (27.0) (1.02) (10.56) 5.39
1/92 5/95-6/96 (1 month)
DW Portfolio Strategy Fund L.P.(14) 145.31 (14.40) (25.65) 1.38 (6.85) 9.46
1/92 1/92-4/92 (1 month)
DWFCM International Access Fund L.P. 40.44 (12.87) (22.84) (0.68) (9.21) 5.07
1/95 8/94-1/95 (1 month)
Morgan Stanley Dean Witter 59.70 (7.92) (10.64) (0.93) 0.75 16.36
Spectrum Global Balanced L.P. (15) 2/96 2/96-5/96 (1 month)
Morgan Stanley Tangible Asset Fund L.P. (21.60) (9.09) (38.60) 3.02 15.83 (34.30)
11/98 2/98-2/99 (1 month)
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund I (53.15) (20.88) (64.47)
8/91 4/86-8/91
DW Cornerstone Fund II 318.17 (11.74) (32.70) 2.83 (5.42) 12.54
9/89 7/88-10/89 (1 month)
DW Cornerstone Fund III 214.00 (18.28) (32.35) 0.53 (6.78) 9.13
2/89 2/89-10/89 (1 month)
DW Cornerstone Fund IV 387.63 (21.04) (45.21) 1.52 (1.13) 6.80
9/89 7/89-9/89 (1 month)
Morgan Stanley Dean Witter 126.30 (13.72) (26.78) 2.86 (7.56) 14.15
Spectrum Select L.P.(16) 1/92 6/95-8/96 (1 month)
DW Global Perspective Portfolio L.P. (1.86) (12.10) (40.90) 1.16 (9.83) 11.25
10/99 8/93-1/95 (1 month)
DW World Currency Fund L.P. (2.45) (9.68) (46.04) (1.82) 2.65 (2.61)
5/95 8/93-1/95 (1 month
Morgan Stanley Dean Witter 55.40 (13.38) (32.10) (1.96) 37.23 7.84
Spectrum Strategic L.P. 5/99 4/97-7/98 (1 month)
Morgan Stanley Dean Witter 50.90 (9.96) (14.08) 1.21 (7.51) 10.18
Spectrum Technical L.P. 10/99 5/99-10/99 (1 month)
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"
DW Principal Guaranteed Fund III L.P. 0.00 (13.98) (30.93)
1/92 5/90-4/92
DW Principal Plus Fund L.P.(17) 78.38 (7.48) (13.08) (1.74) (3.82) 10.54
2/96 2/96-5/96 (1 month)
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"
DW Principal Guaranteed Fund II L.P. 5.66 (5.62) (14.69)
1/91 8/89-4/92
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/ 95.98 (17.34) (31.03) (1.44) (3.48) 19.93
Chesapeake L.P. 5/99 9/98-10/99 (1 month)
Morgan Stanley Dean Witter/ 4.91 (9.62) (28.84) 3.39 (22.29) 4.04
JWH Futures Fund L.P. 10/99 7/99-1/00 (1 month)
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P. (6.83) (8.59) (13.74) (4.56) (2.63) 0.26
3/99 3/99-1/00 (1 month) (3 months)
<CAPTION>
FUND TYPE/FUND(1) 1997 1996 1995
- ---------------------------------------- ---------- --------- --------
% % %
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Dean Witter Commodity Partners
Columbia Futures Fund(11) 22.60 19.09 28.21
DW Diversified Futures Fund L.P.(12) 11.96 (2.66) (4.56)
DW Multi-Market Portfolio L.P.(13) 13.28 (6.76) (6.37)
DW Diversified Futures Fund II L.P. 11.28 (4.83) (2.90)
DW Diversified Futures Fund III L.P. 12.29 (4.73) (4.02)
DW Portfolio Strategy Fund L.P.(14) 11.28 25.50 25.37
DWFCM International Access Fund L.P. 26.22 3.97 21.88
Morgan Stanley Dean Witter 18.23 (3.65) 22.79
Spectrum Global Balanced L.P. (15)
Morgan Stanley Tangible Asset Fund L.P.
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund I
DW Cornerstone Fund II 18.05 11.47 26.50
DW Cornerstone Fund III 10.24 8.24 27.50
DW Cornerstone Fund IV 38.41 12.97 22.96
Morgan Stanley Dean Witter 6.22 5.27 23.62
Spectrum Select L.P.(16)
DW Global Perspective Portfolio L.P. 11.16 9.26 16.76
DW World Currency Fund L.P. 39.35 12.97 2.02
Morgan Stanley Dean Witter 0.37 (3.53) 10.49
Spectrum Strategic L.P.
Morgan Stanley Dean Witter 7.49 18.35 17.59
Spectrum Technical L.P.
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"
DW Principal Guaranteed Fund III L.P. 5.21 1.08
DW Principal Plus Fund L.P.(17) 15.39 (5.28) 17.98
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"
DW Principal Guaranteed Fund II L.P. 1.00 7.30
(3 months
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/ 15.38 15.23 15.80
Chesapeake L.P.
Morgan Stanley Dean Witter/ 13.66 18.17
JWH Futures Fund L.P. (11 months)
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P.
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
<PAGE>
FOOTNOTES TO DEMETER MANAGEMENT CORPORATION PERFORMANCE INFORMATION
1. "Publicly-offered" funds are pools offered to the public.
"Privately-offered" funds are pools offered in private placements exempt
from registration. Funds with "principal protection" are pools with an
investment feature that guarantees the return of the amount originally
invested, generally within 5 to 7 years. Funds without "principal
protection" do not guarantee the return of an investor's investment.
2. "Start Date" is the month and year that the pool began trading.
3. "Close Date" is the month and year that the pool liquidated its assets and
stopped doing business.
4. "Aggregate Subscriptions" is the aggregate of all amounts contributed to the
pool, including investments that were later redeemed by investors.
5. "Current Total Net Asset Value" is the net asset value of the pool as of
January 31, 2000, 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 calculated by dividing the current
total net asset value by the total number of units outstanding as of
January 31, 2000, or, in the case of a liquidated pool, through the date of
liquidation.
7. "Cumulative Return Since Inception" is the percentage change in the net
asset value of a unit from its Start Date through January 31, 2000, or, in
the case of a liquidated pool, its Start Date through the date of
liquidation.
8. "Drawdown" means losses experienced by the pool over the specified period
and is calculated by dividing net performance by beginning equity for the
relevant period. "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. 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 annually 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 1999, "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.
12. 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.
13. Multi-Market 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.
14. Portfolio Strategy 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.
15. Spectrum Global Balanced was formerly named Spectrum Balanced.
16. 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.
17. The performance record of Principal Plus includes the performance of Dean
Witter Principal Plus Fund Management L.P., an affiliated pool.
44
<PAGE>
THE TRADING ADVISORS
MANAGEMENT AGREEMENTS
Each trading advisor has entered into a management agreement with a
partnership and the general partner. The management agreement with each trading
advisor will not expire until December 31, 2001, with annual renewals
thereafter. The trading advisor is responsible for directing the investment and
reinvestment in futures, forwards, and options of the partnership's assets. Each
management agreement will terminate if the partnership terminates, and may be
terminated by the partnership at month-end upon 5 days' prior written notice to
the trading advisor. Each partnership may also terminate its management
agreements immediately for events that the general partner believes would have
an immediate adverse effect on the partnership, such as a violation of a
partnership's trading policy. Each management agreement may also be terminated
by the trading advisor for events that it deems would have a material adverse
effect on its abilities to perform under the management agreement, such as the
implementation of a new trading limitation not agreed to by the trading advisor.
INTRODUCTION TO TRADING ADVISOR DESCRIPTIONS
The biographies of the principals and brief summaries of the trading
programs of the trading advisors for each partnership are set forth below. The
success of each partnership is dependent upon the success of its trading advisor
in its trading for the partnership. However, in evaluating these descriptions an
investor should be aware that the trading advisors' trading methods are
proprietary and confidential, the trading advisor selected for a partnership may
change, and even if the same trading advisor continues to trade for a
partnership they may make substantial modifications to its trading programs.
Investors will generally not be made aware of when a trading advisor makes a
modification to its trading program.
The descriptions of the trading advisors, their trading programs and their
principals are general and are not intended to be exhaustive. It is not possible
to provide a precise description of any trading advisor's trading program.
Furthermore, trading advisors may refer to specific aspects of their trading
programs, which aspects may also be applicable to other trading advisors that
did not choose to make specific reference to these aspects of their own trading
programs. As a consequence, contrasts in the following descriptions may not, in
fact, indicate a substantive difference between the different programs involved.
However, all non-proprietary information about a trading program that the
trading advisor believes to be material has been included.
A trading advisor's registration with the CFTC or its membership in the
National Futures Association 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. None
of the trading advisors is affiliated with the general partner, Dean Witter,
Carr Futures, or any other trading advisor.
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
The trading advisor for Charter Graham is Graham Capital Management, L.P.
Graham is a Delaware limited partnership which was organized in May 1994.
Graham's main business address is Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902. Graham has been registered with the CFTC as a
commodity pool operator and commodity trading advisor since July 1994 and is a
member of the National Futures Association in such capacities.
45
<PAGE>
Principals and Certain Other Personnel
Mr. Kenneth G. Tropin is the President, the founder, and a principal of
Graham. As President of Graham, Mr. Tropin is responsible for the investment
management strategies of the organization. He has developed Graham's core
trading programs.
Prior to organizing Graham, Mr. Tropin served as President, Chief Executive
Officer and as a Director of John W. Henry & Company Inc. from March 1989 to
September 1993. Mr. Tropin was formerly Senior Vice President and Director of
Managed Futures and Precious Metals at Dean Witter. He joined Dean Witter from
Shearson in February 1982 to run Dean Witter'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, a non-profit managed futures industry
association. Mr. Tropin was elected Chairman of the Managed Futures Trade
Association in March 1986 and held this position until 1991. In June 1987,
Mr. Tropin was appointed President of Dean Witter Futures & Currency Management,
an affiliate of Dean Witter. 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 Advisors.
Mr. Tropin is the President and sole shareholder of KGT, Inc., a Delaware
corporation that is the general partner of Graham. Mr. Tropin also is the
principal investor in KGT Investment Partners, L.P., a Delaware limited
partnership that is the limited partner of Graham and of which KGT, Inc. is also
a general partner.
Mr. Thomas Schneider is an Executive Vice President, the Chief Trader, and
a principal of Graham. Mr. Schneider is responsible for managing Graham'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 in
1994. From June 1985 through September 1993, Mr. Schneider was employed by ELM
Financial, Inc., 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 Managed Funds
Association's Trading and Markets committee, and has been a National Futures
Association arbitrator since 1989.
Mr. Robert Griffith is an Executive Vice President, the Director of
Research, the Chief Technology Officer, and a principal of Graham, and is
responsible for the management of all research activities and technology
resources of Graham, including portfolio management, asset allocation, and
trading system development. Mr. Griffith is in charge of the day-to-day
administration of Graham's trading systems and the management of its database of
price information on more than 100 markets. Prior to joining Graham, Mr.
Griffith's Veridical Methods, Inc. provided computer programming and consulting
services to such firms as GE Capital, Lehman
46
<PAGE>
Brothers and Morgan Guaranty Trust. He received his BBA in Management
Information systems from the University of Iowa in 1979.
Mr. Anthony Bryla, C.P.A., is a Senior Vice President, the Controller, and
a principal of Graham, and is responsible for the management of all accounting
and finance activities at Graham. 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 Graham 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 Senior Vice President, the General Counsel, and a
principal of Graham, 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 Graham 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 Senior Vice President, Senior Trader, and principal
of Graham. Mr. O'Connor is a senior member of the trading staff responsible for
executing trades in accordance with Graham's systems, and works closely with Mr.
Schneider in managing the firm's daily trading operations. Prior to joining
Graham, 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 Vice President and quantitative research analyst and
works in conjunction with other members of Graham's research staff on investment
strategies, technology, and software development. Prior to joining Graham 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 under 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 Vice President and quantitative research analyst
with significant expertise in mathematics and statistics. Prior to joining
Graham 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.
47
<PAGE>
Mr. Robert G. Christian, Jr. is a quantitative research analyst with
significant experience in non-price based and short-term trading systems. Prior
to joining Graham in August 1998, Mr. Christian was associated with Stonebrook
Capital Management, Inc., where he focused on research and trading, from July
1997 to August 1998. From June 1995 to August 1998, he also managed his own
private trading firm, Modoc Capital Management. From August 1990 to June 1995,
Mr. Christian was a Vice President, global technical strategist and proprietary
trader for Chase Manhattan Futures Corporation based in New York. Mr. Christian
received an M.B.A. in finance from the Stern School of Business at New York
University in 1990 and a B.A.S. in Biology and Economics from Stanford
University in 1985.
Mr. Timothy C. Lee is a quantitative research analyst with significant
experience in non-price based and short-term trading systems. Prior to joining
Graham in August 1998, Mr. Lee directed non-price based trading and research at
Stonebrook Capital Management, Inc. from June 1993 to August 1998. From March
1992 to May 1993, Mr. Lee was a quantitative research analyst and proprietary
trader for Investment Management Services, Inc., an introducing broker
affiliated with Moore Capital Management, Inc. From September 1991 to March
1992, Mr. Lee was a quantitative research analyst and proprietary trader for
Moore Capital Management, Inc. From September 1988 to September 1991, Mr. Lee
was a proprietary trader and quantitative research analyst for Niederhoffer
Investments. Mr. Lee received a B.S. in Operations Research from Columbia
University in 1990.
Mr. Barry F. Cronin is a Senior Discretionary Trader and principal of
Graham specializing in the global macro markets with particular emphasis on
foreign exchange and fixed income. Prior to joining Graham in February 1998, Mr.
Cronin was employed by Tudor Investment Corporation, initially in various
capacities at the Chicago Mercantile Exchange from 1990 to 1992 and served as a
proprietary trader from 1992 to 1998. Prior to that Mr. Cronin worked for
Merrill Lynch & Co. at the Chicago Board of Trade. Mr. Cronin received an M.B.A.
and an M.A. in international relations from Boston University in 1989 and a B.A.
from Colby College in 1984.
Mr. Dominic M. Napolitano is a Senior Discretionary Trader and principal of
Graham whose primary activities are in the global foreign exchange and fixed
income markets. Prior to joining Graham in February 1998, Mr. Napolitano was
employed by Tudor Investment Corporation as a proprietary trader from 1992 to
1998. From 1988 to 1992, he was employed by Refco Inc. Mr. Napolitano received a
B.A. in Economics from Middlebury College in 1987.
Mr. Fred J. Levin is a Senior Discretionary Trader and principal
specializing in fixed income markets with particular emphasis on short-term
interest rates. Prior to joining Graham in March 1999, Mr. Levin was employed as
director of research at Aubrey G. Lanston & Co. Inc. from 1998. From 1991 to
1998, Mr. Levin was the chief economist and a trader at Eastbridge Capital. From
1988 to 1991, Mr. Levin was the chief economist and a trader at Transworld Oil.
From 1982 to 1988, Mr. Levin was the chief economist, North American Investment
Bank at Citibank. From 1970 to 1982, Mr. Levin headed the domestic research
department and helped manage the open market desk at the Federal Reserve Bank of
New York. Mr. Levin received an M.A. in economics from the University of Chicago
in 1968 and a B.S. from the University of Pennsylvania, Wharton School in 1964.
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 Graham or its principals.
Graham and its principals may, from time to time, trade futures, forwards,
or options contracts for their own proprietary accounts. Such trades may or may
not be in accordance with the Graham trading programs described below.
Systematic Trading
Graham's trading systems rely primarily on technical rather than
fundamental information as the basis for their trading decisions. Graham's
systems are based on the expectation that they can
48
<PAGE>
over time successfully anticipate market events using quantitative mathematical
models to determine their trading activities, as opposed to attempting properly
to forecast price trends using subjective analysis of supply and demand.
Graham's core trading systems are primarily very long term in nature and
are designed to participate selectively in potential profit opportunities that
can occur during periods of sustained price trends in a diverse number of U.S.
and international markets. The primary objective of the core trading systems is
to establish positions in markets where the price action of a particular market
signals the computerized systems used by Graham that a potential trend in prices
is occurring. The systems are designed to analyze mathematically 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 systems will utilize proprietary risk
management and trade filter strategies that are intended to benefit from
sustained price trends while reducing risk and volatility exposure.
In addition to Graham's core trading systems, Graham has developed various
trading systems that are not true trend-following systems. The Graham Selective
Trading Program, which was developed in 1997, relies in part on a pattern
recognition model based on volatility. The Non-Trend Based Program, which was
developed in 1998, relies on macroeconomic and supply and demand data as the
basis for its trading decisions and has the potential to perform in market
conditions that are characterized by a lack of long-term trends.
Discretionary Trading
The Discretionary Trading Group was established at Graham in February 1998.
Unlike Graham's systematic trading programs, which are based almost entirely on
computerized mathematical models, the Discretionary Trading Group determines its
trades subjectively on the basis of personal assessment of trading data and
trading experience. The Discretionary Trading Group traders benefit from
Graham's experience in systematic trading and trend identification. This
experience has proven helpful in enabling the Discretionary Trading Group to
take advantage of significant market trends when they occur and, equally
important, the Discretionary Trading Group has the potential to profit from
trend reversals as well. Additionally, Graham makes available extensive
technical and fundamental research resources to the Discretionary Trading Group
in an effort to improve its competitive performance edge over time. Graham
believes that the Discretionary Trading Group's performance results generally
are not highly correlated to the results of other discretionary traders or
Graham's systematic trading programs. Graham believes the Discretionary Trading
Group can generate successful performance results in trading range type markets
where there are few long-term trends.
The Graham Trading Programs
Graham currently trades 100% of Charter Graham's assets pursuant to its
Global Diversified Program, as described below, at 1.5 times the standard
leverage it applies for such program. Margin requirements over time at standard
leverage are expected to average about 15% to 20% of equity for accounts traded
by Graham; thus, Graham expects the margin requirements for Charter Graham over
time to average about 20% to 30% of Charter Graham's Net Assets. Increased
leverage will alter risk exposure and may lead to greater profits and losses and
trading volatility. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--THE
PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED" ON PAGE * . Subject to the prior
approval of the general partner, Graham may, at any time, trade a portion of the
partnership's assets pursuant to one or more of Graham's other systematic
programs and/or the Discretionary Trading Group discretionary program, and at an
increased or reduced rate of leverage.
The various futures, forwards, and options markets which are traded
pursuant to each Graham systematic trading program are identified below under
the description of that program. Each Graham systematic trading program
generally entails a consistent approach to all futures, forwards, and options
markets traded by that program. Graham conducts ongoing research
49
<PAGE>
regarding expanding the number of futures, forwards, and options markets each
program trades to further the objective of portfolio diversification. Particular
futures, forwards, and options markets may be added to, or deleted from, a
program at any time without notice. Portfolios may be rebalanced with respect to
the weighting of existing markets at any time without notice. Additions,
deletions and rebalancing decisions with respect to each program are made based
on a variety of factors, including performance, risk, volatility, correlation,
liquidity and price action, each of which factors may change at any time. In
trading the various futures, forwards, and options markets pursuant to its
systematic trading programs, Graham generally applies the systematic trading
approach described above under " -- Systematic Trading."
Global Diversified Program
The Global Diversified Program utilizes multiple computerized trading
models which are designed to participate in the potential profit opportunities
of approximately 80 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 an acceptable degree of
risk and volatility. 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.
The Global Diversified Program will normally have weightings of
approximately 25% in futures contracts based on short-term and long-term global
interest rates (including U.S. and foreign bonds, notes and Eurodollars), 27% in
currency forwards (including major and minor currencies), 17% in stock index
futures (including all major indices), 16% in agricultural futures (including
grains, meats and softs), 8% in metal futures (including gold, aluminum and
copper), and 7% in energy futures (including crude oil and natural gas). The
actual weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.
Graham 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.
Graham Selective Trading Program
The Graham Selective Trading Program was developed in 1997 and utilizes a
completely different trading system than other Graham programs. The Graham
Selective Trading Program 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. In general, the
Graham Selective Trading Program will participate only in significant market
moves that are characterized by a substantial increase in volatility. As a
result, it frequently will not participate in market trends in which virtually
all trend-following systems would have a position. Due to the extremely
selective criteria of the Graham Selective Trading model, the program will
normally maintain a neutral position in approximately 50% to 60% of the markets
in the portfolio.
K4 Program
The K4 Program was developed in 1998 and commenced trading operations in
January 1999. Similar to the Graham Selective Trading Program, the K4 Program
uses a mathematical model to identify certain price patterns that have very
specific characteristics indicating that there is a high probability that a
significant directional move will occur. The K4 Program differs from the Graham
Selective Trading Program in many respects, including a tendency to enter
markets at different times and it uses significantly different parameters. The
K4 Program will normally enter or exit a position only when a significant price
and volatility spike takes place and is designated to have a
50
<PAGE>
high percentage of winning trades. K4 will normally maintain a neutral position
in 50% of the markets in the portfolio.
Non-Trend Based Program
Today's markets include many trend-following and counter-trend traders
attempting to identify major trends and reversals thereof. Graham's Non-Trend
Based Program utilizes multiple computerized trading models that for the most
part do not rely on price trends. The Non-Trend Based Program forecasts market
direction based on changes in fundamental data, such as supply and demand data,
inflation rates, interest rates and shifts in the business cycle. By using non-
trend following methods it is possible to trade with considerable success in
markets irrespective of the existence of price trends.
The Non-Trend Based Program seeks to capture currency gains based on the
momentum of interest rate expectations, absolute levels of the interest rate
differentials and relative shapes of yield curves. The Non-Trend Based Program
forecasts energy market direction from changes in supply and demand, the
commitment of traders' reports and other factors.
For trading fixed income markets, the Non-Trend Based Program creates a
macroeconomic index based on economic release data, inflation data, and interest
rate sensitive stocks. For base metal trading, the Non-Trend Based Program seeks
to identify shifts in supply/demand that are consistent with the current
business cycle to anticipate market direction relying on inputs such as cost to
carry, supply/demand measures, inflation, currency movement, and interest rate
sensitive stocks. For equities the Non-Trend Based Program creates a composite
indicator that positions the system long or short the S&P 500 relying on stock
market fundamental indicators such as price/ earnings ratios, dividend yields,
inflation, currency movement and interest rates.
Discretionary Trading Group Program
Unlike Graham's systematic trading programs, which are based almost
entirely on computerized mathematical models, Graham's Discretionary Trading
Group determines trades for the Discretionary Trading Group Program subjectively
on the basis of personal judgment and trading experience. The Discretionary
Trading Group Program generally utilizes fundamental information as well as
certain technical data as the basis for its trading strategies. Fundamental
considerations relate to the underlying economic and political forces that
ultimately determine the true value of a particular financial instrument or
commodity. Fundamental analysis of the Discretionary Trading Group may involve a
short- or long-term time horizon. Technical data considered by the Discretionary
Trading Group include price patterns, volatility, trading volumes and level of
open interest.
The Discretionary Trading Group Program trades global fixed income, foreign
exchange and other futures and forward markets. The Discretionary Trading Group
Program may trade call or put options in these markets.
Past Performance of Graham
Set forth below in Capsules A through M is the past performance history of
Graham for client accounts. Capsule A-1 is a pro forma of Capsule A, adjusted
for the increased leverage to be employed by Graham for Charter Graham, and also
adjusted for the brokerage, management, and incentive fees applied to Charter
Graham. The footnotes following Capsule M are an integral part of each Capsule.
Investors are cautioned that the performance information set forth in the
following capsule performance summaries is not necessarily indicative of, and
may have no bearing on, any trading results which may be attained by Graham or
Charter Graham in the future, since past performance is not a guarantee of
future results. There can be no assurance that Graham 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
51
<PAGE>
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 (STANDARD LEVERAGE)
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Global Diversified Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: February 1995
Number of open accounts: 4
Aggregate assets overall: $499,758,707
Aggregate assets in program: $141,404,117
Largest monthly drawdown: (6.93)% - (2/96)
Worst peak-to-valley drawdown: (13.74) - (4/98-7/98)
<TABLE>
<CAPTION>
RATE OF RETURN
----------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995
- ----------------------- ---------- ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C> <C>
% % % % % %
January 1.17 (0.08) 1.65 4.19 7.43
February 0.95 1.41 (1.53) (5.69) 6.48
March (5.09) 4.56 0.90 1.25 11.89
April 2.63 (3.02) (4.71) 3.47 2.81
May (4.14) (0.82) (1.35) (0.31) 4.49
June 5.65 (5.95) (0.84) 1.26 1.62
July (1.86) (3.49) 3.72 (0.45) (1.06)
August 3.37 11.01 (2.64) (1.62) (4.83)
September 1.07 6.93 2.11 1.21 (3.62)
October (3.61) 3.24 4.14 5.71 (1.55)
November 1.66 (2.80) 0.50 3.26 3.14
December 5.14 0.09 1.85 (1.05) 5.81
Compound Annual
(Period) Rate of
Return 1.17 5.12 12.20 6.04 14.70 26.83
(1 month) (11 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
52
<PAGE>
CAPSULE A-1
GRAHAM CAPITAL MANAGEMENT, L.P.
PRO FORMA OF CAPSULE A
GLOBAL DIVERSIFIED PROGRAM
Largest monthly drawdown: (10.87)% - (2/96)
Worst peak-to-valley drawdown: (19.34)% - (4/98-7/98)
<TABLE>
<CAPTION>
RATE OF RETURN
----------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995
- ----------------------- ---------- ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C> <C>
% % % % % %
January 1.90 (6.21) 2.24 6.66 10.95
February 3.37 1.96 (3.11) (10.87) 9.84
March (5.66) 6.67 1.36 1.98 17.72
April 3.63 (4.78) (7.40) 6.16 4.18
May (6.45) (1.47) (2.29) (0.78) 6.59
June 8.26 (9.15) (1.57) 2.01 2.39
July (3.36) (5.37) 5.37 (0.93) (1.88)
August 4.98 16.34 (4.26) (2.72) (7.56)
September 1.57 9.74 2.94 1.58 (5.66)
October (5.79) 4.77 6.56 9.06 (2.60)
November 2.20 (5.23) 0.61 4.76 4.49
December 8.46 (0.25) 3.14 (2.29) 8.79
Compound Annual
(Period) Rate of
Return 1.90 3.30 13.41 7.12 18.43 39.29
(1 month) (11 months)
</TABLE>
CAPSULE B
GRAHAM CAPITAL MANAGEMENT, L.P.
GLOBAL DIVERSIFIED PROGRAM AT 150% LEVERAGE
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Graham Global Diversified Program at 150%
Leverage
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: May 1997
Number of open accounts: 9
Aggregate assets overall: $499,758,707
Aggregate assets in program: $102,546,465
Largest monthly drawdown: (9.84)% - (6/98)
Worst peak-to-valley drawdown: (20.01)% - (4/98-7/98)
2000 year-to-date return (1 month): 2.38%
1999 annual return: 6.17%
1998 annual return: 17.00%
1997 annual return (8 months): 11.56%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
53
<PAGE>
CAPSULE C
GRAHAM CAPITAL MANAGEMENT, L.P.
SELECTIVE TRADING PROGRAM (STANDARD LEVERAGE)
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Selective Trading Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: January 1998
Number of open accounts: 2
Aggregate assets overall: $499,758,707
Aggregate assets in program: $96,869,782
Largest monthly drawdown: (3.00)% - (6/98)
Worst peak-to-valley drawdown: (4.42)% - (3/98-7/98)
2000 year-to-date return (1 month): 0.65%
1999 annual return: 0.91%
1998 annual return: 25.86%
CAPSULE D
GRAHAM CAPITAL MANAGEMENT, L.P.
SELECTIVE TRADING PROGRAM AT 150% LEVERAGE
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Selective Trading Program at 150% Leverage
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: June 1999
Number of open accounts: 2
Aggregate assets overall: $499,758,707
Aggregate assets in program: $11,103,036
Largest monthly drawdown: (2.34)% - (7/99)
Worst peak-to-valley drawdown: (2.34)% - (7/99)
2000 year-to-date return (1 month): 0.94%
1999 annual return (7 months): 6.54%
CAPSULE E
GRAHAM CAPITAL MANAGEMENT, L.P.
K4 PROGRAM (STANDARD LEVERAGE)
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: K4 Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: January 1999
Number of open accounts: 2
Aggregate assets overall: $499,758,707
Aggregate assets in program: $46,987,623
Largest monthly drawdown: (4.06)% - (10/99)
Worst peak-to-valley drawdown: (4.06)% - (10/99)
2000 year-to-date return (1 month): 1.94%
1999 annual return: 7.25%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
54
<PAGE>
CAPSULE F
GRAHAM CAPITAL MANAGEMENT, L.P.
K4 PROGRAM AT 150% LEVERAGE
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: K4 Program at 150% Leverage
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: June 1999
Number of open accounts: 1
Aggregate assets overall: $499,758,707
Aggregate assets in program: $5,253,926
Largest monthly drawdown: (5.58)% - (10/99)
Worst peak-to-valley drawdown: (5.58)% - (10/99)
2000 year-to-date return (1 month): 2.62%
1999 annual return (7 months): 8.96%
CAPSULE G
GRAHAM CAPITAL MANAGEMENT, L.P.
DISCRETIONARY TRADING GROUP PROGRAM (STANDARD LEVERAGE)
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Discretionary Trading Group Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: January 1999
Number of open accounts: 1
Aggregate assets overall: $499,758,707
Aggregate assets in program: $10,629,722
Largest monthly drawdown: (2.22)% - (8/99)
Worst peak-to-valley drawdown: (4.18)% - (6/99 - 8/99)
2000 year-to-date return (1 month): 0.96%
1999 annual return: (1.03)%
CAPSULE H
GRAHAM CAPITAL MANAGEMENT, L.P.
DISCRETIONARY TRADING GROUP PROGRAM AT 150% LEVERAGE
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Discretionary Trading Group Program at 150%
Leverage
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: June 1999
Number of open accounts: 2
Aggregate assets overall: $499,758,707
Aggregate assets in program: $8,583,268
Largest monthly drawdown: (5.59)% - (8/99)
Worst peak-to-valley drawdown: (11.87)% - (6/99-10/99)
2000 year-to-date return (1 month): 1.10%
1999 annual return (7 months): (10.22)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
55
<PAGE>
CAPSULE I
GRAHAM CAPITAL MANAGEMENT, L.P.
NON-TREND BASED PROGRAM (STANDARD LEVERAGE)
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Non-Trend Based Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: January 1999
Number of open accounts: 1
Aggregate assets overall: $499,758,707
Aggregate assets in program: $25,495,142
Largest monthly drawdown: (5.01)% - (10/99)
Worst peak-to-valley drawdown: (8.48)% - (5/99-10/99)
2000 year-to-date return (1 month): 4.07%
1999 annual return: 0.46%
CAPSULE J
GRAHAM CAPITAL MANAGEMENT, L.P.
NON-TREND BASED PROGRAM AT 150% LEVERAGE
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Non-Trend Based Program at 150% Leverage
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: June 1999
Number of open accounts: 1
Aggregate assets overall: $499,758,707
Aggregate assets in program: $3,860,616
Largest monthly drawdown: (8.42)% - (10/99)
Worst peak-to-valley drawdown: (14.33)% - (6/99-10/99)
2000 year-to-date return (1 month): 7.03%
1999 annual return (7 months): (9.67)%
CAPSULE K
GRAHAM CAPITAL MANAGEMENT, L.P.
GLOBAL FX PROGRAM
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Global FX Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: May 1997
Number of open accounts: 1
Aggregate assets overall: $499,758,707
Aggregate assets in program: $4,904,675
Largest monthly drawdown: (4.29)% - (10/99)
Worst peak-to-valley drawdown: (9.79)% - (4/98-7/99)
2000 year-to-date return (1 month): 1.15%
1999 annual return: (1.37)%
1998 annual return: (3.52)%
1997 annual return (8 months): 5.19%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
56
<PAGE>
CAPSULE L
GRAHAM CAPITAL MANAGEMENT, L.P.
INTERNATIONAL FINANCIAL PROGRAM
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: International Financial Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: January 1996
Number of open accounts: 0
Aggregate assets overall: $499,758,707
Aggregate assets in program: $0
Largest monthly drawdown: (8.41)% - (6/98)
Worst peak-to-valley drawdown: (18.07)% - (4/98-6/98)
1998 annual return: 8.15%
1997 annual return: 5.14%
1996 annual return: 13.98%
CAPSULE M
GRAHAM CAPITAL MANAGEMENT, L.P.
NATURAL RESOURCE PROGRAM
Name of commodity trading advisor: Graham Capital Management,
L.P.
Name of program: Natural Resource Program
Inception of trading by commodity trading advisor: February
1995
Inception of trading in program: September 1996
Number of open accounts: 0
Aggregate assets overall: $499,758,707
Aggregate assets in program: $0
Largest monthly drawdown: (6.68)% - (10/97)
Worst peak-to-valley drawdown: (19.22)% - (2/97-11/97)
1998 annual return: 4.71%
1997 annual return: (15.22)%
1996 annual return (4 months): 2.80%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FOOTNOTES TO GRAHAM'S CAPSULE PERFORMANCE SUMMARIES
"Inception of trading by commodity trading advisor" is the date on which
Graham began trading client accounts.
"Inception of trading in program" is the date on which Graham began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by Graham
pursuant to the program shown as of January 31, 2000.
"Aggregate assets overall" is the aggregate amount of assets in accounts
under the management of Graham as of January 31, 2000, and includes client funds
and notional equity. Notional equity represents the additional amount of equity
that exceeds the amount of equity actually committed to Graham for management.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of January 31, 2000, and includes client funds and notional
equity.
"Largest monthly drawdown" is the largest loss experienced by an account
included in a program composite in any calendar month during the most recent
five calendar years and year-to-
57
<PAGE>
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 by an account
included in a program composite 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.
Graham advises exempt accounts for qualified eligible clients the
performance of which is not included in the composite performance record.
Footnotes to Graham's 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 Global Diversified
Program, the trading program employed for Charter Graham by Graham. The pro
forma adjustments are an attempt approximately to reflect Charter Graham's
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 various accounts included in
Capsule A above.
Capsule A-1 must be read in conjunction with the description of Graham and
its trading programs above. Furthermore, you 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 Graham as compared to Graham's actual
trading; and (B) there are different means by which the pro forma adjustments
could have been made.
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 Capsule 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. Millburn is a Delaware Corporation which was organized in May 1982.
Millburn's main business address is 411 West Putnam Avenue, Greenwich,
Connecticut 06830. Millburn has been registered with the CFTC as a commodity
trading advisor since July 1982 and as a commodity pool operator since September
1984 and is a member of the National Futures Association in such capacities.
Principals
Mr. Harvey Beker is President, Co-Chief Executive Officer and a Director of
Millburn 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
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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 Millburn, 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 Millburn in 1976 and joined Millburn 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 National Futures Association,
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.
Gregg R. Buckbinder is Senior Vice President and Chief Operating Officer of
Millburn Ridgefield Corporation and The Millburn Corporation. He graduated cum
laude from Pace University in 1980 with a B.B.A. in accounting and received an
M.S. in taxation from Pace University in 1988. He joined Millburn in 1998 from
Odyssey Partners, L.P., where he was responsible for the operation,
administration and accounting of the firm's merchant banking and managed account
business. Mr. Buckbinder was employed by Tucker Anthony, a securities broker and
dealer, from 1985 to 1990, where he was First Vice President and Controller, and
from 1983 to 1984, where he designed and implemented various operations and
accounting systems. He was with the public accounting firm of Ernst & Whinney
from 1984 to 1985 as a manager in the tax department, and from 1980 to 1983 as a
senior auditor, with an emphasis on clients in the financial services business.
He is a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants.
Mr. Mark B. Fitzsimmons is a Senior Vice-President of Millburn 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.
Mr. Barry Goodman is Executive Vice-President, Director of Trading and
Co-Director of Research of Millburn 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
Millburn in 1982 as Assistant Director of Trading.
Mr. Dennis B. Newton is a Senior Vice-President of Millburn. His primary
responsibilities are in administration and marketing. Prior to joining Millburn
in September 1991, Mr. Newton was President of Phoenix Asset Management, Inc., a
registered commodity pool operator from April
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<PAGE>
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 Millburn 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 Millburn 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 Millburn or its principals.
Millburn and its principals may, from time to time, trade futures,
forwards, or options contracts for their own proprietary accounts. Such trades
may or may not be in accordance with the Millburn trading programs described
below.
The objective of Millburn's trading method is to participate in all major
sustained price moves in the markets traded. Millburn regards its approach as
long-term in nature. Millburn 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. Millburn
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.
Millburn 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 Millburn believes are sufficiently liquid in
respect of the amount of trading contemplated. Millburn has developed hundreds
of trading systems using classes of quantitative models and classes of data such
as price, volume, spread relationships, 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 typically four
to ten systems are selected which make decisions in different ways at different
times with special emphasis on minimizing semi-collection (collection which only
considers losing periods) among the systems. 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.
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<PAGE>
In certain markets, Millburn may also use 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. Millburn also uses a strategy in
certain markets, which focuses on implied volatility in options. When volatility
is low, the probability of trend-following directional signals being profitable
increases.
A volatility overlay system is also a part of Millburn's approach to
individual market risk management. This system is designed to measure 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,
Millburn will select markets and assign them weightings to achieve broad
diversification. Factors considered include profitability, liquidity, market
depth, correlation of losing periods, and Millburn's trading experience.
Millburn 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 Millburn are factors upon
which decisions concerning the
61
<PAGE>
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, Millburn 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.
Although Millburn 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 Millburn 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 Millburn are proprietary and confidential and vary over time. The foregoing
description is general and is not intended to be complete. While Millburn
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 Millburn Trading Programs
The Millburn trading portfolios do not utilize different trading systems or
programs. The portfolios may include all or some of the markets Millburn trades,
and the weightings among the markets and the leverage employed will differ by
portfolio. The same trading systems will be used to trade a market in all
portfolios which include the market. There can be no assurance as to which
markets will be included in each Millburn trading portfolio over time. Such
markets may be changed without notice, in the discretion of Millburn. Moreover,
Millburn does not maintain open positions in all portfolio markets at all times.
At certain times, Millburn may entirely withdraw from one or more such markets.
Portfolio markets and allocations among markets are under continuous
review, on the basis of both systematic and discretionary analysis, and are
adjusted from time to time in response to specific market changes (e.g., the
consolidation of European currencies), Millburn's judgment of the prospects for
successful systematic trading in a market, or Millburn's interpretations of
economic factors affecting the domestic and global economies and the potential
opportunities that could arise.
Millburn currently trades 100% of Charter Millburn's assets pursuant to its
Diversified Portfolio, as described below. Subject to the prior approval of the
general partner, Millburn may, at any time, trade some or all of the
partnership's assets among one or more of Millburn's other programs.
Diversified Portfolio
Millburn 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. The Diversified
Portfolio program has approximately 47% weighting in currencies, 18% in interest
rates, 8% in softs and agricultural commodities, 9% in stock indices, 11% in
energy products, and 7% in metals. Millburn trades its Diversified Portfolio at
standard leverage and at 150% of standard leverage.
The Diversified Portfolio markets currently include: agricultural
commodities (including coffee, corn, cotton and sugar); metals (including
aluminum, copper and gold); energy (including
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<PAGE>
crude oil, gas oil, heating oil, natural gas and unleaded gas); currencies
(forwards and options), including (i) major currencies (including British Pound,
Euro, Japanese Yen and Swiss Franc); (ii) secondary currencies (including Danish
Krone, Dollar Index, European Currency Unit and Norwegian Krone); (iii) crosses
(including Canadian Dollar--Japanese Yen, Swiss Franc--Japanese Yen, Deutsche
Mark--Euro, Euro--Japanese Yen, Euro--Swiss Franc and Euro--Norwegian Krone);
(iv) exotic currencies (including Hungarian Forint, Polish Zolty, Turkish Lira,
Korean Won, Mexican Peso, Singapore Dollar, Taiwan Dollar and South African
Rand); (v) interest rates (futures and options) (including Eurodollars, Euro
Yen, French Bond, German Bond, Italian Bond, Spanish Bond, Tokyo Yen Bond, U.S.
Treasury Bond, and U.S. Treasury Note); and (vi) stock indices (including
Australian All Ordinaries, Hong Kong Hang Sang, Nikkei, S&P 500 and Topic
Index).
Currency Portfolio
Millburn trades approximately 20 different currencies in its Currency
Portfolio, including "cross-rate" positions (positions in two different
currencies other than the United States dollar). Millburn -- which had managed
financially-oriented accounts since 1979 -- began managing currency-only
accounts in November 1989. Millburn 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. Millburn 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. Millburn began trading the
World Resource Portfolio on a non-proprietary basis in September 1995.
Past Performance of Millburn
Set forth below in Capsules A through H is the past performance history of
Millburn and its principals for client accounts. Capsule A-1 is a pro forma of
Capsule A, adjusted for the brokerage, management, and incentive fees applied to
Charter Millburn. The footnotes following Capsule H are an integral part of each
Capsule.
You are cautioned that the performance information set forth in the
following capsule performance summaries is not necessarily indicative of, and
may have no bearing on, any trading results which may be attained by Millburn or
Charter Millburn in the future, since past performance is not a guarantee of
future results. There can be no assurance that Millburn or the partnership will
make any profits at all or will be able to avoid incurring substantial losses.
You 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,
forwards and options trading.
63
<PAGE>
CAPSULE A
MILLBURN RIDGEFIELD CORPORATION
DIVERSIFIED PORTFOLIO
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Diversified Portfolio
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: February 1971
Number of open accounts: 18
Aggregate assets overall: $632,771,369
Aggregate assets in program: $396,292,565
Largest monthly drawdown (past 5 years): (13.49)% - (2/96)
Largest monthly drawdown (since 1977): (22.91)% - (4/78)
Worst peak-to-valley drawdown (past 5 years): (14.61)% - (1/96
- 5/96)
Worst peak-to-valley drawdown (since 1977): (32.50)% -
(4/86-12/86)
Accounts closed with positive net performance
(past 5 years): 6
Accounts closed with positive net performance (since 1977): 18
Accounts closed with negative net performance
(past 5 years): 3
Accounts closed with negative net performance (since 1977): 3
<TABLE>
<CAPTION>
RATE OF RETURN
-------------------------------------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- --------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % % %
January 2.06 (4.01) 2.91 8.14 7.43 (3.09) (7.56) (2.69) (8.53)
February 3.08 (2.71) 5.72 (11.05) 6.81 (1.47) 5.78 (1.34)
March 1.21 1.14 (2.83) 0.80 16.85 7.67 (0.70) (0.72)
April 5.44 (7.38) (3.01) 5.72 4.64 (2.27) 5.76 (0.73)
May (3.34) 4.04 1.50 (6.72) (1.10) 4.63 (1.79) 0.90
June 5.80 2.32 0.52 3.91 0.99 5.80 (2.54) 14.25
July (3.82) (4.96) 8.15 1.37 (2.48) (3.00) 5.11 8.87
August 1.17 6.94 (8.52) (1.88) 1.43 (5.26) (8.06) 7.56
September 0.73 5.53 1.20 2.79 (1.84) 3.68 1.09 (0.19)
October (11.81) (1.84) (2.21) 10.64 0.06 3.02 (0.70) (3.95)
November 2.19 (0.75) (0.31) 3.96 0.20 4.76 1.33 2.66
December 2.68 2.71 4.95 1.08 7.92 2.46 9.02 (0.73)
Compound Annual
(Period) Rate of
Return 2.06 (2.05) 7.17 12.61 17.33 32.82 11.78 10.88 17.30
(1 month)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
64
<PAGE>
<TABLE>
<CAPTION>
RATE OF RETURN (CONTINUED)
-----------------------------------------------------------------------------------
MONTH 1991 1990 1989 1988 1987 1986 1985 1984
- -------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (5.32) 4.13 3.18 (8.23) 13.86 3.84 5.69 5.03
February 1.40 4.21 (4.67) 1.30 0.16 14.91 7.69 0.05
March 2.60 2.99 7.53 (4.11) 3.34 1.59 (4.65) 1.08
April (0.09) 2.40 (1.51) (1.87) 10.29 (7.05) (2.12) 2.45
May (1.13) (5.66) 17.04 6.09 (3.59) (2.74) (4.52) 4.76
June 1.63 3.51 (8.11) 17.89 (3.63) (9.34) (2.12) (6.11)
July (4.02) 16.05 (3.62) (9.26) 1.12 5.98 14.68 19.22
August (6.09) 3.39 (8.53) (0.47) (3.72) 7.22 (2.75) (9.05)
September 0.91 2.67 (2.74) 0.67 (5.88) (18.35) (14.63) 4.14
October (0.30) 7.65 (8.78) 1.64 1.66 (6.21) 9.15 (2.80)
November 0.10 3.00 4.74 6.11 9.67 (5.36) 12.43 (6.69)
December 16.35 0.24 7.93 (4.27) 9.44 (1.44) 6.42 11.04
Compound Annual
(Period) Rate of
Return 4.44 53.01 (0.94) 2.70 35.02 (19.36) 23.44 21.72
</TABLE>
<TABLE>
<CAPTION>
RATE OF RETURN (CONTINUED)
------------------------------------------------------------------------
MONTH 1983 1982 1981 1980 1979 1978 1977
- -------------------- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
% % % % % % %
January 6.28 4.77 11.39 20.82 (2.45) 6.33 2.16
February (1.29) 8.68 10.40 3.81 5.52 3.91 (1.15)
March (2.12) 9.14 (8.62) 8.62 0.66 20.99 2.70
April (0.42) (1.58) 9.48 (2.97) 6.82 (22.91) 7.02
May 1.13 (0.82) 7.43 5.25 4.45 12.78 (7.51)
June (6.95) 8.99 9.74 3.44 7.41 (2.57) 1.21
July (1.11) (11.00) 6.96 1.18 (2.50) 8.54 6.84
August 5.57 3.32 (0.15) (2.32) 1.82 1.02 (4.37)
September (2.05) 7.66 (3.60) (1.81) 14.84 5.34 (9.65)
October 2.25 (4.04) (4.79) 9.00 (0.74) 12.01 4.80
November (7.08) (2.57) 8.24 3.75 5.42 (14.17) (3.62)
December (3.13) 5.49 (10.00) 5.44 6.11 (5.42) 10.57
Compound Annual
(Period) Rate of
Return (9.44) 29.09 38.50 66.53 57.18 18.92 7.12
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
65
<PAGE>
CAPSULE A-1
MILLBURN RIDGEFIELD CORPORATION
PRO FORMA OF CAPSULE A
DIVERSIFIED PORTFOLIO
Largest monthly drawdown (past 5 years): (13.29)% - (10/99)
Largest monthly drawdown (since 1977): (22.81)% - (4/78)
Worst peak-to-valley drawdown: (past five years): (14.89)% -
(8/97 - 4/98)
Worst peak-to-valley drawdown (since 1977): (32.74)% -
(4/86-12/86)
<TABLE>
<CAPTION>
RATE OF RETURN
-------------------------------------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- --------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % % %
January 1.85 (4.38) 3.03 7.64 6.90 (3.26) (8.11) (2.99) (8.76)
February 2.66 (3.63) 5.26 (12.54) 6.34 (2.11) 5.66 (1.65)
March 0.95 0.96 (3.61) 0.64 14.62 7.36 (1.19) (1.05)
April 5.98 (7.86) (3.67) 5.69 3.98 (2.56) 5.63 (1.05)
May (4.24) 3.76 1.21 (7.12) (1.49) 4.63 (2.39) 0.45
June 6.30 2.12 0.27 3.79 0.79 5.36 (2.96) 14.29
July (4.58) (5.26) 9.06 1.06 (3.09) (3.56) 5.48 8.13
August 0.90 7.04 (10.12) (2.15) 1.42 (5.74) (9.29) 6.59
September 0.56 6.13 0.91 2.75 (2.33) 3.38 0.86 (0.48)
October (13.29) (2.39) (2.82) 11.58 (0.72) 2.89 (0.85) (4.58)
November 1.85 (1.10) (0.64) 3.57 (0.15) 5.29 1.27 2.77
December 2.57 2.97 5.52 0.91 8.57 2.05 9.83 (1.07)
Compound Annual
(Period) Rate of
Return 1.85 6.24 4.70 7.60 13.59 25.77 7.77 7.84 12.24
(1 month)
</TABLE>
<TABLE>
<CAPTION>
RATE OF RETURN (CONTINUED)
-----------------------------------------------------------------------------------
MONTH 1991 1990 1989 1988 1987 1986 1985 1984
- -------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (5.73) 4.08 3.51 (8.25) 14.69 3.99 6.38 5.37
February 1.13 4.36 (4.93) 1.32 0.35 14.98 7.86 0.56
March 2.56 3.23 8.21 (4.10) 3.71 1.84 (4.84) 1.53
April (0.41) 2.54 (1.68) (1.89) 10.69 (6.95) (2.08) 2.81
May (1.30) (6.90) 17.33 6.20 (3.61) (2.79) (4.19) 5.32
June 1.55 3.71 (9.81) 18.42 (3.59) (9.11) (1.97) (5.56)
July (4.60) 18.53 (4.22) (9.85) 1.29 6.05 15.83 20.16
August (6.52) 3.67 (9.36) (0.41) (3.63) 7.26 (3.15) (9.74)
September 0.43 2.52 (2.90) 0.77 (5.94) (18.03) (14.38) 5.05
October (0.54) 6.85 (8.98) 1.77 1.83 (6.14) 9.21 (2.65)
November (0.38) 2.72 4.66 6.87 10.23 (5.31) 13.43 (6.39)
December 19.70 0.14 7.92 (4.66) 9.97 (1.28) 6.74 11.29
Compound Annual
(Period) Rate of
Return 3.67 53.71 (3.99) 3.19 39.15 (18.10) 27.54 27.12
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
<TABLE>
<CAPTION>
RATE OF RETURN (CONTINUED)
------------------------------------------------------------------------
MONTH 1983 1982 1981 1980 1979 1978 1977
- -------------------- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
% % % % % % %
January 6.88 5.00 11.68 21.32 (1.87) 6.45 1.53
February (1.30) 10.33 11.02 4.27 6.10 4.15 (0.60)
March (2.01) 10.14 (9.73) 9.45 1.32 21.52 2.74
April (0.23) (1.05) 11.51 (2.81) 7.57 (22.81) 7.03
May 1.47 (0.50) 8.09 5.11 5.41 13.16 (6.61)
June (6.71) 9.38 10.33 3.17 9.04 (1.97) 1.52
July (0.76) (11.05) 6.78 1.56 (1.78) 9.15 6.89
August 5.81 3.12 0.17 (2.23) 2.24 2.88 (4.09)
September (1.74) 7.63 (3.76) (1.49) 15.15 5.64 (9.29)
October 2.31 (4.25) (4.95) 10.15 (0.09) 12.31 5.08
November (6.63) (2.45) 8.61 4.43 5.81 (15.13) (3.16)
December (2.75) 5.60 (9.87) 6.49 6.74 (4.99) 11.03
Compound Annual
(Period) Rate of
Return (6.42) 33.80 42.56 74.85 70.18 23.93 10.55
</TABLE>
CAPSULE B
MILLBURN RIDGEFIELD CORPORATION
DIVERSIFIED PORTFOLIO--HIGH LEVERAGE
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Diversified Portfolio--High Leverage
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: April 1998
Number of open accounts: 1
Aggregate assets overall: $632,771,369
Aggregate assets in program: $4,039,340
Largest monthly drawdown: (9.36)% - (4/98)
Worst peak-to-valley drawdown: (15.00)% - (4/98 - 7/98)
2000 year-to-date return (one month): 2.47%
1999 annual return: (4.94)%
1998 annual return (9 months): 4.97%
CAPSULE C
MILLBURN RIDGEFIELD CORPORATION
DIVERSIFIED PORTFOLIO--2X LEVERAGE
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Diversified Portfolio-2X Leverage
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: January 1998
Number of open accounts: 0
Aggregate assets overall: $632,771,369
Aggregate assets in program: $0
Largest monthly drawdown: (12.39)% - (7/98)
Worst peak-to-valley drawdown: (25.40)% - (1/98 - 7/98)
1999 annual return (5 months): 8.76%
1998 annual return: (4.42)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE D
MILLBURN RIDGEFIELD CORPORATION
CURRENCY PORTFOLIO
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Currency Portfolio
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: November 1989
Number of open accounts: 2
Aggregate assets overall: $632,771,369
Aggregate assets in program: $34,494,707
Largest monthly drawdown: (9.08)% - (2/96)
Worst peak-to-valley drawdown: (33.06)% - (9/92-1/95)
2000 year-to-date return (1 month): (0.33)%
1999 annual return: 5.22%
1998 annual return: (5.02)%
1997 annual return: 20.86%
1996 annual return: 11.29%
1995 annual return: 18.88%
CAPSULE E
MILLBURN RIDGEFIELD CORPORATION
CURRENCY PORTFOLIO - HIGH LEVERAGE
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Currency Portfolio - High Leverage
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: July 1993
Number of open accounts: 1
Aggregate assets overall: $632,771,369
Aggregate assets in program: $7,333,000
Largest monthly drawdown: (12.81)% - (5/95)
Worst peak-to-valley drawdown: (23.06)% - (9/97-8/98)
2000 year-to-date return (1 month): (1.36)%
1999 annual return: 6.00%
1998 annual return: (15.45)%
1997 annual return: 27.99%
1996 annual return: 16.36%
1995 annual return: 25.15%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE F
MILLBURN RIDGEFIELD CORPORATION
GLOBAL PORTFOLIO
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Global Portfolio
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: November 1989
Number of open accounts: 4
Aggregate assets overall: $632,771,369
Aggregate assets in program: $109,775,908
Largest monthly drawdown: (10.54)% - (1/94)
Worst peak-to-valley drawdown: (15.53)% - (7/97 - 7/98)
2000 year-to-date return (1 month): 0.28%
1999 annual return: (0.77)%
1998 annual return: 2.03%
1997 annual return: 13.65%
1996 annual return: 11.38%
1995 annual return: 25.76%
CAPSULE G
MILLBURN RIDGEFIELD CORPORATION
GLOBAL PORTFOLIO - HIGH LEVERAGE
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: Global Portfolio - High Leverage
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: July 1993
Number of open accounts: 0
Aggregate assets overall: $632,771,369
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%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE H
MILLBURN RIDGEFIELD CORPORATION
WORLD RESOURCE PORTFOLIO
Name of commodity trading advisor: Millburn Ridgefield
Corporation
Name of program: World Resource Portfolio
Inception of trading by commodity trading advisor: February
1971
Inception of trading in program: September 1995
Number of open accounts: 4
Aggregate assets overall: $632,771,369
Aggregate assets in program: $85,067,168
Largest monthly drawdown: (12.28)% - (2/96)
Worst peak-to-valley drawdown: (15.26)% - (2/97 - 8/97)
2000 year-to-date return (1 month): 0.74%
1999 annual return: (9.58)%
1998 annual return: 5.66%
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 MILLBURN'S CAPSULE PERFORMANCE SUMMARIES
"Inception of trading by commodity trading advisor" is the date on which
Millburn began trading client accounts.
"Inception of trading in program" is the date on which Millburn began
trading client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by Millburn
pursuant to the program shown as of January 31, 2000.
"Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of Millburn as of January 31,
2000.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of January 31, 2000.
"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.
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FOOTNOTES TO MILLBURN'S 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 Millburn.
The pro forma adjustments are an attempt approximately to reflect Charter
Millburn's 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 Millburn
and its trading programs above. Furthermore, you 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 Millburn as compared to Millburn's actual
trading; and (B) there are different means by which the pro forma adjustments
could have been made.
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 Capsule 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.
Welton is a Delaware corporation merged in May 1997 from a California
corporation originally formed in November 1988. Welton's main business address
is The Eastwood Building, San Carlos between 5th and 6th, P.O. Box 6147, Carmel,
California 93921-6147. Welton is registered, beginning January 4, 1989, as a
commodity trading advisor and commodity pool operator with the CFTC, and is a
member of the National Futures Association in such capacities.
Principals
Dr. Patrick L. Welton is the Chief Executive Officer and Chairman of
Welton. Dr. Welton developed the mathematical analysis techniques and systems
software employed by Welton in its trading and portfolio management. Dr. Welton
earned Bachelor's Degrees from the University of Wisconsin, completing a portion
of his undergraduate studies at Harvard University. He then attended the UCLA
School of Medicine, where he completed graduate biophysics and medical studies
and earned an MD degree. Subsequently, he was a postgraduate physician and a
chief resident at the Stanford University Medical Center. In addition to his
full-time management of Welton, Dr. Welton is a principal of Welton Global Funds
Management Corporation, a Director of Axios Data Analysis Systems Corporation,
and a volunteer Clinical Professor of Medicine at Stanford University School of
Medicine. He has engaged in futures and equities market research since 1981.
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 and National Futures Association. He is currently serving on
the Board of Directors of the National Futures Association. He is registered as
an Associated Person with the National Futures Association.
Ms. Annette L. Welton is a Co-founder of Welton, a Director, Chief
Operational and Chief Financial Officer. Ms. Welton participated in the early
development of the systems software employed by Welton in its trading and
portfolio management methods. Since 1988, Ms. Welton has continued to
participate in the research committee, the review process and the monitoring of
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<PAGE>
trading for the company's clients. She also serves as a Principal to Welton
Global Funds Management Corporation, a commodity pool operator affiliate. Ms.
Welton earned a Bachelor of Science Degree from the University of California at
Los Angeles. Since 1992, Ms. Welton has participated in the Managed Funds
Association's Public Relations and Trading and Markets Committees. She has
served on the National Futures Association's Nominating Committee in the
Commodity Trading Advisor 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 National Futures Association.
Mr. Jerry M. Harris is the Senior Vice President of Welton. He received a
Bachelor of Science Degree in Aerospace Engineering at the University of
Virginia. He then earned a Masters Degree in Information Systems from the
University of Southern California. Subsequently, 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 March 1998, he
was a pilot with Delta Airlines. Mr. Harris is responsible for business
development efforts and industry representation, as well as participating in
strategic planning for Welton. 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 Welton since 1993 and is registered as
an Associated Person with the National Futures Association.
Mr. Brent M. Hankins is the Vice President of Trading Operations and
Portfolio Manager of Welton. His responsibilities include all aspects of trading
operations and portfolio management for the firm. This includes management of
brokerage relationships as well as the preparation, transmission, checking and
reconciliation of orders, monitoring of open positions and risk, as well as
tracking the liquidity of markets traded. Mr. Hankins earned a Bachelor of Arts
Degree in Agricultural Business from California Polytechnic State University,
San Luis Obispo in 1992. He has been associated with Welton since 1993 and is
registered as an Associated Person with the National Futures Association.
Mr. David S. Nowlin is the Vice President of Administrative Operations. His
responsibilities include oversight of the performance accounting and compliance
functions within the firm. Mr. Nowlin received a Bachelor of Arts degree in 1983
in Business Administration from Westmont College located in Santa Barbara,
California. He earned a Masters of Business Administration in 1992 from Santa
Clara University. Mr. Nowlin has been with Welton since 1993 and is registered
as an Associated Person with the National Futures Association. Prior to that he
held positions with Price Waterhouse and Dean Witter Reynolds.
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 Welton or its principals.
Welton and its principals trade futures options and securities for their
own accounts and provide management services to other clients. Investments made
on behalf of Welton, its principals, and its clients, as well as any policies
related thereto, will remain confidential. In the course of such trading, Welton
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 Welton 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 will allocate the trade fill prices assigned to each account in a
manner consistent with that firm's policy. This equalizes the likelihood of
Welton 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 Welton or its principals receiving a trade that some customers
will not receive or vice versa.
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Welton Investment Philosophy and Risk Management Process
Welton is committed to achieving attractive rates of return while
successfully managing risk. This is pursued through the consistent application
of the firm's primary trading principles:
* Market diversification
* Style diversification
* Portfolio allocation and management
* Trade execution analysis
* Formal monitoring and review systems
These principles provide the basis for pursuing strong rates of return with
controlled volatility and with low correlation to traditional fixed-income and
equity investments as well as to other managed futures programs and alternative
investment strategies.
Welton's investment process employs a variety of trading styles to
diversify the basis of profitability by adding diversified sources of return
with differing market dependencies, timing risks, and therefore, low to moderate
correlation to traditional directional trading models of many managed futures
trading advisors. This may provide the potential benefits of (1) increasing the
actual level of portfolio diversification by increasing the number of methods
pursuing different market conditions, (2) effectively moderating negative
characteristics of other implemented models through diversification, (3)
requiring each method to be an effective, profitable, and efficient user of
capital resources, (4) applying each method objectively across all applicable
markets, and (5) providing diversification to the market impact of order types
and market conditions during execution. Specifically, Welton organizes its
trading approaches into two fundamentally diverse investment style return
drivers as follows:
* Non/Limited Price Directional (relative value and volatility arbitrage)
* Price Directional (trend following)
Welton 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 encompasses all
divisions of the firm. The continuous process involves regular review and
analysis of:
* All actual trading activity
* New and existing global markets with the goal of increasing market
diversification
* Potential strategic approaches to various market conditions with the
goal of increasing diversification
* Trading costs and execution methods
* 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, Welton has developed an advanced decision
support platform capable of analyzing markets and combinations of markets around
the world in real-time. This tool allows the implementation of Welton trading
strategies independently or in complementary combinations across diverse global
markets. Ongoing research and development continues to be Welton's largest
single commitment of resources with the objective of improving the level,
consistency, and quality of performance in its offered portfolios and program.
Although the trading of Welton portfolios is guided by the consistent
application of proprietary mathematical systems, there will always remain
investment decisions requiring the discretion
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<PAGE>
and judgment of Welton. These include, but are not limited to, contract month
selection, analysis of portfolio balance, and capital requirements.
In addition, Welton may at its sole discretion choose not to implement
certain trades if they are judged to carry unacceptable risk to an account.
Welton will reinvest trading profits unless withdrawn by the client. Welton may
also stop trading certain markets should they become, in Welton's judgment, too
illiquid or volatile to trade or their movement too correlated with other
portfolio elements.
Assets committed to meet minimum exchange margin for all positions is
expected to remain between 5% and 20% of the trading size of the account. These
levels may from time to time be greater or less than this range. Actual margin
requirements may also differ between client accounts based on the method upon
which margin is being calculated and other terms negotiated between the client
and their broker. All investments including Welton managed portfolios and
program involve the risk of loss.
Welton Investment Portfolios and Program
Welton offers two distinct categories of investment products to
institutional, fund, corporate, and qualified individual clients. One category
contains two classes of absolute return managed investment portfolios. The first
class provides three portfolio choices each of which utilize diversified trading
styles and quantitative investment models across the global futures, options,
and currency markets. They are designed to achieve attractive absolute rates of
return with low correlation to the returns of traditional asset classes as well
as other skill-based alternative investment strategies.
The second class provides a single portfolio choice that utilizes a
narrower group of trading styles on a much more limited group of highly liquid
global futures, options, and currency markets. The focus of this portfolio is
upon trading styles with substantially lower dependency on correct directional
positioning and the timing of those positions than Welton's more diversified
absolute return portfolios. The main goal of the portfolio is to provide a
source of significant, durable diversification to other skill-based alternative
asset investments and traditional managed futures allocations.
In addition to absolute return portfolios, Welton offers a category with a
relative return investment program. This is an inherently customized investment
program designed to improve returns relative to a client-directed global
investment performance benchmark such as a fixed income index or note. A brief
description of these investment portfolios and program follows.
Absolute Return Portfolios
Welton offers clients two classes of futures portfolios. The first class
contains three portfolios that have the common goal 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 Welton.
Diversified Portfolio
The Diversified Portfolio manages clients' assets through exposure to the
widest spectrum of futures markets spanning all major market sectors. Investing
in the Diversified Portfolio will
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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 style diversification exemplifies Welton's core
principles in advising on client assets in the global marketplace.
The Diversified Portfolio trades in over 75 global futures, options, and
forwards markets. The Diversified Portfolio has approximately 28% weighting in
global interest rate futures, 23% in currencies, 21% in stock index futures, 10%
in agricultural futures, 10% in metal futures, and 8% in energy futures.
Welton currently trades 100% of Charter Welton's assets pursuant to its
Diversified Portfolio, as described above. Subject to the prior approval of the
general partner, Welton may, at any time, trade some or all of the partnership's
assets among one or more of Welton's other program and portfolios.
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.
Alpha Portfolio
The second class of absolute return portfolios is offered through a single
highly specialized portfolio with the goal of providing clients with broad
diversification of investment returns from both traditional asset classes and,
in particular, from other managed futures and alternative investment portfolios.
The Alpha Portfolio utilizes fewer trading styles on a much smaller number of
the most liquid global futures, options, and currency markets. Trading styles
are specifically focused on opportunities that have a low dependency on correct
directional positioning and the timing of those positions. The trading styles
have been employed continuously within Welton's other portfolios since October
of 1996 and have been collectively described as Non/Limited Price Directional.
This portfolio's source and pattern of potential returns is designed to provide
a durable pathway of diversification to those investors with significant style
overlap across alternative investment managers utilizing long and short term
directional trading strategies. Utilization of the Alpha Portfolio alone or in
combination with Welton's more diversified portfolios, may allow an investor to
better achieve Welton's corporate investment philosophy of emphasizing
meaningful diversification across investment styles, especially within
multi-advisor portfolio combinations.
Customized Return Enhancement Program
Welton will work closely with its clients to create a low leverage return
enhancement program which is designed to provide a supplemental relative rate of
return, based upon a preselected fixed income benchmark matched to the needs of
the client. This program is known as the Fixed Income Return Enhancement
Program.
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Fixed Income Return Enhancement Program
The Fixed Income Return Enhancement Program offers institutional clients a
diversified enhancement to short term fixed income yields. It 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 clients to participate in a tailor-made
structure that minimizes principal risk and fluctuations through permitting the
client a higher yield opportunity without the requirement of extending
maturities beyond two to four years. A client 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 Welton
Set forth below in Capsules A through D is the past performance history of
Welton and its principals for client accounts. Capsule A-1 is a pro forma of
Capsule A, adjusted for the brokerage, management, and incentive fees applied to
Charter Welton. The footnotes following Capsule D are an integral part of each
Capsule.
You are cautioned that the information set forth in the following Capsule
performance summaries is not necessarily indicative of, and may have no bearing
on, any trading results which may be attained by Welton or Charter Welton in the
future, since past results are not a guarantee of future results. There can be
no assurance that Welton or the partnership will make any profits at all, or
will be able to avoid incurring substantial losses. You 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 commodity trading advisor: Welton Investment
Corporation
Name of program: Diversified Portfolio
Inception of trading by commodity trading advisor: February
1989
Inception of trading in program: April 1992
Number of open accounts: 32
Aggregate assets overall (excluding notional): $101 million
Aggregate assets overall (including notional): $144 million
Aggregate assets in program (excluding notional): $97 million
Aggregate assets in program (including notional): $140 million
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)% - (2/96
- 8/96)
Worst peak-to-valley drawdown (since inception): (25.96)%
-(2/96 - 8/96)
Accounts closed with positive net performance (past 5 years):
22
Accounts closed with positive net performance (since
inception): 30
Accounts closed with negative net performance (past 5 years):
32
Accounts closed with negative net performance (since
inception): 38
<TABLE>
<CAPTION>
RATE OF RETURN
----------------------------------------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- --------- ------ ------ ------ ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % % %
January (5.97) (2.26) (1.71) 2.42 5.94 (3.94) (4.74) (0.12)
February (2.54) 6.81 6.21 (15.94) 8.90 (6.67) 15.85
March (7.90) 6.18 (1.57) (1.86) 10.11 0.69 (0.09)
April 1.12 (3.50) 0.28 4.66 3.57 (5.32) 7.04 (0.48)
May (3.34) 2.30 3.78 (7.71) 11.71 5.77 (6.61) (7.47)
June 3.43 (0.84) 5.96 (1.72) (1.38) 5.72 (1.89) 9.32
July (3.82) (0.25) 12.83 (2.83) (2.57) (4.04) 11.40 12.72
August (2.33) 5.63 (6.16) (2.70) (1.25) (6.40) (4.45) (1.77)
September (1.61) 2.35 1.25 7.48 1.55 3.18 0.66 (6.89)
October (7.10) (4.66) (6.14) 13.16 (7.39) 0.48 4.90 (0.86)
November 6.79 2.65 2.79 9.97 4.77 14.60 5.05 (2.10)
December 7.81 2.04 1.23 2.15 9.44 1.23 10.48 (4.98)
Compound Annual
(Period) Rate of
Return (5.97) (12.32) 17.52 23.62 7.17 36.35 2.38 47.90 (4.28)
(1 month) (9 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
77
<PAGE>
CAPSULE A-1
WELTON INVESTMENT CORPORATION
PRO FORMA OF CAPSULE A
DIVERSIFIED PORTFOLIO
Largest monthly drawdown (past 5 years): (16.74)% - (2/96)
Largest monthly drawdown (since inception): (16.74)% - (2/96)
Worst peak-to-valley drawdown (past 5 years): (26.61)% -
(2/96-8/96)
Worst peak-to-valley drawdown (since inception): (26.61)% -
(2/96-8/96)
<TABLE>
<CAPTION>
RATE OF RETURN
----------------------------------------------------------------------------------------------------
MONTH 2000 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- --------- ------ ------ ------ ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % % %
January (6.37) (2.50) (1.95) 2.20 5.95 (4.08) (4.86) (0.12)
February (2.75) 7.19 5.51 (16.74) 8.47 (6.99) 17.01
March (8.13) 6.38 (1.64) (1.79) 10.19 0.74 0.31
April 0.97 (3.94) 0.59 4.89 3.68 (5.67) 5.81 (0.55)
May (3.42) 2.28 3.81 (7.78) 11.35 5.76 (7.05) (7.11)
June 3.29 (0.99) 5.55 (1.87) (1.11) 5.79 (1.97) 9.76
July (4.04) (0.41) 12.05 (2.79) (2.48) (4.31) 12.45 10.80
August (2.49) 5.84 (7.32) (2.73) (1.01) (6.45) (5.44) (0.88)
September (1.79) 2.09 1.21 7.52 1.95 3.53 0.61 (6.95)
October (7.33) (5.20) (6.58) 13.21 (7.53) 0.56 5.37 (0.67)
November 6.59 2.55 2.65 9.51 5.35 14.24 4.90 (1.74)
December 7.58 1.98 1.20 2.02 9.71 1.09 10.02 (4.81)
Compound Annual
(Period) Rate of
Return (6.37) (14.32) 16.03 19.24 5.74 37.68 1.26 47.05 (3.73)
(1 month) (9 months)
</TABLE>
CAPSULE B
WELTON INVESTMENT CORPORATION
GLOBAL FINANCIALS AND METALS PORTFOLIO
Name of commodity trading advisor: Welton Investment
Corporation
Name of program: Global Financials and Metals Portfolio
Inception of trading by commodity trading advisor: February
1989
Inception of trading in program: April 1992
Number of open accounts: 1
Aggregate assets overall (excluding notional): $101 million
Aggregate assets overall (including notional): $144 million
Aggregate assets in program (excluding notional): $3 million
Aggregate assets in program (including notional): $3 million
Largest monthly drawdown: (15.72)% - (2/96)
Worst peak-to-valley drawdown: (30.89)% - (1/94 - 9/94)
2000 year-to-date return (1 month): (5.51)%
1999 annual return: (11.68)%
1998 annual return: 19.14%
1997 annual return: 19.18%
1996 annual return: 10.12%
1995 annual return: 48.90%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
78
<PAGE>
CAPSULE C
WELTON INVESTMENT CORPORATION
GLOBAL FINANCIALS PORTFOLIO
Name of commodity trading advisor: Welton Investment
Corporation
Name of program: Global Financials Portfolio
Inception of trading by commodity trading advisor: February
1989
Inception of trading in program: November 1994
Number of open accounts: 1
Aggregate assets overall (excluding notional): $101 million
Aggregate assets overall (including notional): $144 million
Aggregate assets in program (excluding notional): $1 million
Aggregate assets in program (including notional): $1 million
Largest monthly drawdown: (15.70)% - (2/96)
Worst peak-to-valley drawdown: (30.20)% - (2/96 - 8/96)
2000 year-to-date return (1 month): (8.75)%
1999 annual return: (13.84)%
1998 annual return: 19.45%
1997 annual return: 14.35%
1996 annual return: 7.05%
1995 annual return: 49.67%
CAPSULE D
WELTON INVESTMENT CORPORATION
TRADING PROGRAMS NO LONGER OFFERED
AS OF JANUARY 31, 2000
<TABLE>
<C> <S>
February 1989 Date advisor began trading client accounts
$101 million Total assets under management by the advisor representing actual funds
$144 million Total assets under management by the advisor representing nominal funds
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL INTEREST WORLD EQUITY
RATE QUANTITATIVE FOREIGN INDEX
TRADING PROGRAM PORTFOLIO NONFINANCIAL PORTFOLIO EXCHANGE PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Date Program Began Trading Mar-92 Mar-94 Jun-94 May-94
Actual Funds Managed Closed Closed Closed Closed
Mar-96 Aug-95 Feb-95 Jun-96
Nominal Funds Managed -- -- -- --
Open Accounts 0 0 0 0
Closed Accounts 33 4 2 11
Accounts Closed at a Profit 9 2 0 1
Accounts Closed at a Loss 24 2 2 10
Annual Rates of Return
1995 56.49% (16.38)% (2.94)% 4.99%
1996 (14.87)% -- -- (14.82)%
1997 -- -- -- --
1998 -- -- -- --
1999 -- -- -- --
YTD through January-00 -- -- -- --
Largest Single Monthly
Drawdown1 (14.47)% (8.99)% (14.68)% (9.71)%
Date of Drawdown Feb-96 Mar-95 Nov-94 Jun-96
Largest Peak-to-Valley
Drawdown2 (32.40)% (19.03)% (17.58)% (25.18)%
Date of Peak Dec-93 Feb-95 Oct-94 May-94
Date of Valley Jan-95 Aug-95 Feb-95 Jan-96
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
79
<PAGE>
FOOTNOTES TO WELTON'S CAPSULES PERFORMANCE SUMMARIES
"Inception of trading by commodity trading advisor" is the date on which
Welton began trading client accounts.
"Inception of trading in program" is the date on which Welton began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by Welton
pursuant to the program shown as of January 31, 2000.
"Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of Welton as of January 31, 2000.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of January 31, 2000.
"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 exceeded 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 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. Returns are then
compounded to arrive at the year-to-date rate of return.
FOOTNOTES TO WELTON'S 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 past
performance record of client accounts managed pursuant to the Diversified
Portfolio, the trading program to be employed for Charter Welton by Welton. The
pro forma adjustments are an attempt approximately to reflect Charter Welton's
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 Welton and
its trading programs above. Furthermore, you 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 Welton's actual
trading; and (B) there are different means by which the pro forma adjustments
could have been made.
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 Capsule 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.
80
<PAGE>
EXCHANGE RIGHT
If the conditions described below are satisfied, you may redeem your units
in any partnership as of the last day of any calendar month and use the proceeds
to purchase units of one or both of the other partnerships. However, a Charter
Series exchange will only be permitted as of the sixth month-end after you first
became an investor in any Charter Series partnership, and as of the last day of
each month thereafter. Each unit you purchase in a Charter Series exchange 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 the exchange date. Any units you redeem in a
Charter Series exchange will not be subject to a redemption charge. Units you
acquire in a Charter Series exchange will be subject to redemption charges, but
will be deemed to have the same purchase date as the units you exchanged for
purposes of determining the applicability of any redemption charges. Thus, for
example, if you hold units of Charter Graham for 12 months, exchange those units
for units of Charter Millburn, then redeem any of those units 15 months later,
you will not have to pay a redemption charge, because those units will be deemed
to have been held for 27 months.
When you request a Charter Series exchange, additional conditions must be
satisfied. First, the partnership from which you are redeeming must have assets
sufficient to discharge its liabilities and redeem units. In order to effect a
Charter Series exchange, you must send a subscription agreement to a Morgan
Stanley Dean Witter & Co. branch office, and that agreement must be received by
the general partner at least five business days prior to the applicable exchange
date. In that agreement you must acknowledge that you are still eligible to
purchase units on the exchange date. You must exchange a minimum of 500 units in
a Charter Series exchange into a partnership in which you do not already own
units, unless you are liquidating your entire interest in a partnership.
However, if you already own units in a partnership and would like to exchange
into additional units of that partnership, you must exchange at least 100 units.
A form of subscription agreement is annexed to this prospectus as Exhibit B, and
additional copies of the subscription agreement may be obtained by written
request to the general partner or from a local Morgan Stanley Dean Witter & Co.
branch office.
In order to effect a Charter Series exchange, each partnership 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 intends to maintain a sufficient number of registered units to
effect series exchanges, it is under no obligation to do so. Therefore, the
general partner cannot assure you that any units will be available for sale on
an exchange date. Furthermore, states may impose significant burdens on, or
alter the requirements for, qualifying units for sale. In that event, the
general partner may not continue qualifying units for sale in those states, and
residents of those states would not be eligible for a Charter Series exchange.
In addition, 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 residents of those
states to effect a Charter 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 a manner it determines in its sole discretion. The general partner has
not yet determined how it will allocate units in the event there are an
insufficient number of units available on an exchange date.
Units of any new partnership in the Charter Series may be offered to
investors pursuant to exercise of the Charter Series exchange right. Before
purchasing units of a new partnership, you will be required to receive a copy of
a prospectus and any supplement to this prospectus describing the new
partnership and its units, and you will be required to execute a new
subscription agreement to purchase units of that partnership.
Since a Charter Series exchange is equivalent to a redemption and an
immediate reinvestment of the proceeds of the redemption, you should carefully
review the portions of this prospectus describing redemptions and the tax
consequences before effecting a Charter Series exchange.
81
<PAGE>
REDEMPTIONS
Once you are an investor in a Charter Series partnership for at least six
months, you may redeem all or part of your units, regardless of when such units
were purchased. Redemptions may only be made in whole units, with a minimum of
100 units required for each redemption, unless you are redeeming your entire
interest in a partnership. The general partner will redeem your units in the
order in which they were purchased.
Redemptions will only be effective as of the last day of the month in which
a request for redemption in proper form has been timely received by the general
partner. A "request for redemption" is a letter in the form specified by the
general partner that must be sent by you to a local Morgan Stanley Dean Witter &
Co. branch office and received by the general partner at least 5 business days
prior to the redemption date. A form of request for redemption is annexed to the
limited partnership agreement, which agreement is annexed to this prospectus as
Exhibit A. Additional copies of the request for redemption may be obtained by
written request to the general partner or a local Morgan Stanley Dean Witter &
Co. branch office.
If you redeem units, you will receive 100% of the net asset value of each
unit redeemed as of the redemption date, less any applicable redemption charges.
The "net asset value" of a unit is an amount equal to the partnership's net
assets allocated to capital accounts represented by units, divided by the number
of units outstanding. "Net Assets" means 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, forwards, and options 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, and 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. The market value of
a futures contract traded on a U.S. exchange means the settlement price on the
exchange on which that futures contract is traded on the day net assets are
being determined. However, if a futures contract could not have been liquidated
on that day because of the operation of daily limits or other rules of the
exchange or otherwise, the settlement price on the first subsequent day on which
the futures contract could be liquidated will be the market value of that
futures contract for that day. The market value of a forward contract or a
futures contract traded on a foreign exchange or market means its market value
as determined by the general partner on a basis consistently applied for each
different variety of forward contract or futures contract.
If you redeem units on or prior to the last day of the twelfth month from
the date of their purchase, those units will be subject to a redemption charge
equal to 2% of their net asset value on the redemption date. If you redeem units
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 their purchase, those units will be subject
to a redemption charge equal to 1% of their net asset value on the redemption
date. If you redeem units after the last day of the twenty-fourth month from the
date of purchase, those units will not be subject to a redemption charge. All
redemption charges will be paid to Dean Witter.
Your units will be exempt from redemption charges under the following
circumstances:
* If you purchase $500,000 or more of units, those units will not be
subject to redemption charges, but may be subject to some other
restrictions on redemptions.
* If you redeem units at the first redemption date following notice of an
increase in brokerage, management or incentive fees, those units will not
be subject to redemption charges.
* If you redeem units in a Charter Series exchange, the units you redeem
will not be subject to redemption charges and, for purposes of
determining the applicability of future redemption charges, the units you
acquire will be deemed to have the same purchase date as the units you
exchanged.
82
<PAGE>
* If you redeem units of any other partnerships for which Demeter serves as
the general partner the units you redeem from the other limited
partnership in the exchange will be subject to any applicable redemption
charges, but the Charter Series units you acquire will not be subject to
redemption charges.
* If you redeem units and have either paid a redemption charge with respect
to the units or held the units for at least 24 months, you 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 the
units are held for at least six months from the date of purchase. In that
event, you will still be subject to the minimum purchase and suitability
requirements.
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, forwards, and options positions to satisfy redemptions in the event it
does not have sufficient cash on hand. SEE "RISK FACTORS--PARTNERSHIPS AND
OFFERING RISKS--RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS" on page * . When
you redeem units, payment will be made by credit to your customer account with
Dean Witter, or by check mailed to you if your account is closed. Your right to
redeem units is contingent upon the redeeming partnership having assets
sufficient to discharge its liabilities on the redemption date, and timely
receipt by the general partner of your 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 you first became an investor 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." See "The
Limited Partnership Agreements--Books and Records; Reports to Limited Partners"
on page * .
THE COMMODITY BROKERS
DEAN WITTER REYNOLDS INC. AND CARR FUTURES INC.
Dean Witter Reynolds Inc., a Delaware corporation, acts as the
partnerships' non-clearing commodity broker. Dean Witter, as the non-clearing
commodity broker, holds each partnership's funds in customer segregated or
secured accounts, and provides all required margin funds to the clearing
commodity broker. Carr Futures Inc., a Delaware Corporation, acts as the
clearing commodity broker and foreign currency forward counterparty for all the
partnerships. Dean Witter monitor each partnership's futures positions that Carr
Futures reports it is carrying for any errors in trade prices or trade fill.
Dean Witter also serves as the non-clearing commodity broker for all of the
other commodity pools for which Demeter serves as general partner and commodity
pool operator.
Dean Witter is a principal operating subsidiary of Morgan Stanley Dean
Witter & Co., which is a publicly-owned company. Dean Witter is a financial
services company which provides to its individual, corporate and institutional
clients services as a broker in securities, futures, and options, 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.
Dean Witter 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. Dean Witter is
registered with the CFTC as a futures commission merchant and is a member of the
National Futures Association in such capacity. Dean Witter is currently
servicing its clients through a network of approximately 450 offices nationwide
with approximately 12,000 financial advisors servicing individual and
institutional client accounts.
Carr Futures is the broker directly accountable to the futures exchange or
clearinghouse for the trades of all partnerships. All payments, including margin
payments, to and from the futures
83
<PAGE>
exchanges resulting from each partnership's trades, flow through Carr Futures.
In addition, Carr Futures also acts as the counterparty on each partnership's
foreign currency forward contracts. Carr Futures is a subsidiary of Credit
Agricole Indosuez, which had total equity of approximately $3.301 billion at
December 31, 1998 and which is itself a subsidiary of Caisse Nationale de Credit
Agricole. Carr Futures' parent has guaranteed the payment of the net liquidating
value of the transactions in each partnership's account with Carr Futures. Carr
Futures has been registered under the Commodity Exchange Act as a futures
commission merchant and has been a member of the National Futures Association in
such capacity since August 1987. Carr Futures's global headquarters is located
at 10 South Wacker Drive, Suite 1100, Chicago, Illinois 60606. Carr Futures 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, and other major commodities exchanges.
Morgan Stanley Dean Witter & Co., the parent company of Dean Witter, is a
worldwide financial services firm, employing, directly and through its
subsidiaries, more than 45,000 people worldwide in 409 offices throughout the
United States and 20 foreign countries. Morgan Stanley Dean Witter & Co. is a
publicly-traded company whose shares are listed on the New York Stock Exchange;
its common stock had a market value of approximately $40 billion at
November 30, 1999. At that date, Morgan Stanley Dean Witter & Co. had leading
market positions in its three primary businesses (securities, asset management
and credit services), and it ranked among the top five asset managers globally,
with over $425 billion in assets under management.
BROKERAGE ARRANGEMENTS
The partnerships' brokerage arrangements with Dean Witter and Carr Futures
are discussed in "Conflicts of Interest--The fees payable to affiliates of the
general partner were not negotiated at arms length or reviewed by any
independent party for fairness" on page * "--Customer agreements with the
commodity brokers permit actions which could result in losses or lost profit
opportunity," on page * , and "Description of Charges--Commodity Brokers" on
page * .
The general partner will review at least annually the brokerage
arrangements of each partnership to ensure that those arrangements are fair,
reasonable, and competitive, and represent the best price and services
available, taking into consideration:
* the size of the partnership;
* the futures, forwards, and options trading activity;
* the services provided by the commodity broker or their affiliates to the
partnership;
* the cost incurred by Dean Witter or its affiliates in organizing and
operating the partnership and offering units;
* the overall costs to the partnership;
* any excess interest and compensating balance benefits to the commodity
broker from assets held thereby; and
* if the general partner does not receive any direct compensation from the
partnership for its services as general partner, the risks incurred by
the general partner as general partner of the partnership.
Each customer agreement sets forth a standard of liability for the
commodity broker and provides for indemnities of the commodity broker. See
"Fiduciary Responsibility and Liability" on page * .
LITIGATION
At any given time, the commodity brokers are is involved in numerous legal
actions, some of which seek significant damages.
84
<PAGE>
On September 18 and 20, 1996, purported class actions were filed in the
Supreme Court of the State of New York, New York County, against Dean Witter,
Demeter, Morgan Stanley Dean Witter & Co., and certain trading advisors, on
behalf of all purchasers of interests in various limited partnership commodity
pools sold by Dean Witter. A consolidated and amended complaint 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.
The New York Supreme Court dismissed the action in November 1998, but
granted the plaintiffs leave to file an amended complaint, which they did in
early December 1998. The defendants filed a motion to dismiss the amended
complaint with prejudice on February 1, 1999 and by decision dated December 21,
1999, the New York Supreme Court dismissed the case with prejudice. On March 3,
2000, the plaintiffs filed an appeal of the dismissal. The Morgan Stanley Dean
Witter affiliated parties believe they have strong defenses to, and will
vigorously contest, the action. Although the ultimate outcome of legal
proceedings cannot be predicted with certainty, it is the opinion of management
of the Morgan Stanley Dean Witter affiliated parties that the action's
resolution will not have a material adverse effect on the financial condition or
results of operations of any of the Morgan Stanley Dean Witter affiliated
parties.
On May 16, 1996, an NASD arbitration panel awarded damages and costs
against Dean Witter 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).
During the five years preceding the date of this prospectus, other than as
described above, there have been no material criminal, civil or administrative
actions pending, on appeal or concluded against the commodity brokers, the
general partner, or any of their principals, which the general partner believes
would be material to an investor's decision to invest in the partnerships.
THE LIMITED PARTNERSHIP AGREEMENTS
This section of the prospectus summarizes all material provisions of the
limited partnership agreement of each partnership that are not discussed
elsewhere in the prospectus. A form of the limited partnership agreements is
annexed to this prospectus as Exhibit A. Each limited partnership agreement is
identical, except for the partnership's name.
NATURE OF THE PARTNERSHIPS
Each partnership was formed on July 15, 1998 under Delaware law. The fiscal
year of each partnership begins on January 1 of each year and ends on the
following December 31.
The units that you purchase and pay for in this offering will be fully paid
and nonassessable. You may be liable to a partnership for liabilities that arose
before the date of a redemption or Charter Series exchange. Your liability,
however, will not exceed the sum of your unredeemed capital contribution,
undistributed profits, if any, any distributions and amounts received upon a
redemption or deemed received on a Charter Series exchange, together with
interest on any such amount. However, a partnership will not make a claim
against you for any amounts received in connection with a redemption of units or
a Charter Series exchange unless the net assets of the partnership are
insufficient to discharge the liabilities of the partnership that arose before
any distributions were made to you. The general partner will be liable for all
obligations of a partnership to the extent that assets of the partnership are
insufficient to pay those obligations.
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MANAGEMENT OF PARTNERSHIP AFFAIRS
You will not participate in the management or operations of a partnership.
Under each limited partnership agreement, the general partner is solely
responsible for managing the partnership.
The general partner may use a partnership's funds only to operate the
business of that partnership. The general partner may hire an affiliate to
perform services for the partnership if the general partner determines that the
affiliate is qualified to perform the services, and can perform those services
under competitive terms that are fair and reasonable. Any agreement with an
affiliate must be for a term not in excess of one year and be terminable by the
partnership without penalty upon 60 days' prior written notice.
Other responsibilities of the general partner include:
* determining whether a partnership will make a distribution;
* administering redemptions and series exchanges;
* preparing monthly and annual reports;
* preparing and filing tax returns required for each partnership;
* signing documents on behalf of each partnership and its limited partners
pursuant to powers of attorney; and
* supervising the liquidation of a partnership, if necessary.
SHARING OF PROFITS AND LOSSES
You will have a capital account in each partnership in which you invest,
with an initial balance equal to the amount you paid for units of the
partnership. The general partner also has a capital account. Each partnership's
net assets will be calculated monthly, and your capital account will be adjusted
as necessary to reflect any increases or decreases that may have occurred since
the preceding month. The general partner and limited partners will share profits
and losses in proportion to the size of their respective capital accounts. For a
description of the federal tax allocations, see "Material Federal Income Tax
Considerations" on page * .
RESTRICTIONS ON TRANSFERS OR ASSIGNMENTS
While you may transfer or assign your units, the transferee or assignee may
not become a limited partner without the written consent of the general partner.
You may only withdraw capital or profits from a partnership by redeeming units.
The general partner may withdraw any portion of its interest in a partnership
that exceeds the amount required under the limited partnership agreement without
prior notice to or consent of the limited partners. In addition, the general
partner may withdraw or assign its entire interest in a partnership if it gives
120 days' prior written notice to the 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 its withdrawal.
Any transfer or assignment of units by you will take effect at the end of
the month in which the transfer or assignment is made, subject to the following
conditions. A partnership is not required to recognize a transfer or assignment
until it has received at least 30 days' prior written notice from the limited
partner. The notice must be signed by the limited partner and include the
address and social security or taxpayer identification number of the transferee
or assignee and the number of units transferred or assigned. A transfer or
assignment of less than all units held by you cannot occur if as a result either
party to the transfer or assignment would own fewer than the minimum number of
units required for an investment in the partnership (subject to certain
exceptions relating to gifts, death, divorce, or transfers to family members or
affiliates). The general partner will not permit a transfer or assignment of
units unless it is satisfied that the
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transfer or assignment would not be in violation of Delaware law or applicable
federal, state or foreign securities laws; and 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. No transfer or assignment of units will be
effective or recognized by a partnership if the transfer or assignment would
result in the termination of that partnership for federal income tax purposes,
and any attempt to transfer or assign units in violation of the limited
partnership agreement will be ineffective. The limited partner must pay all
costs, including any attorneys' and accountants' fees, related to a transfer or
assignment.
AMENDMENTS; MEETINGS
Each limited partnership agreement may be amended by the general partner
and by limited partners owning more than 50% of the units of that partnership.
In addition, the general partner may make certain amendments to a limited
partnership agreement without the consent of the limited partners, including any
amendment that is not adverse to the limited partners or is required by the
staff of the SEC, the CFTC, any other federal agency, any state "Blue Sky"
official, or other governmental official, or to comply with applicable law.
However, no amendment may be made to a limited partnership agreement without the
consent of all partners affected if that amendment would 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 the limited partnership agreement relating to amendments requiring
the consent of all partners.
Upon written request to the general partner delivered either in person or
by certified mail, you or your authorized attorney or agent may obtain a list of
the names and addresses of, and units owned by, all limited partners in your
partnership, provided that you pay reasonable duplicating and postage costs.
Limited partners owning at least 10% of the units of a partnership may request a
meeting to consider any matter upon which limited partners may vote. Upon
receipt of such a request, the general partner must call a meeting of that
partnership, by written notice sent by certified mail or delivered in person
within 15 days of the request. The meeting must be held at least 30 but not more
than 60 days after the mailing by the general partner of notice of the meeting.
The notice must specify the date, a reasonable place and time, and the purpose
of the meeting.
At any meeting of the limited partners, the following actions may be taken
upon the affirmative vote of limited partners owning more than 50% of the units:
* amend the limited partnership agreement;
* dissolve the partnership;
* remove and replace the general partner;
* elect a new general partner or general partners if the general partner
terminates or liquidates or elects to withdraw from the partnership, or
becomes insolvent, bankrupt or is dissolved;
* terminate any contract with the general partner or any of its affiliates
on 60 days' prior written notice; and
* approve the sale of all or substantially all of the assets of the
partnership.
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 required number of units. Notice
of any actions taken by written consent must be given to non-consenting limited
partners within seven business days.
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BOOKS AND RECORDS; REPORTS TO LIMITED PARTNERS
The books and records of each partnership are maintained at its principal
office for at least five years. You or your authorized attorney or agent will
have the right during normal business hours to inspect and copy the books and
records of each partnership of which you are a limited partner. Alternatively,
you may request that copies of the books and records be sent to you, provided
that you pay all reasonable reproduction and distribution costs. The partnership
will retain copies of subscription documentation in connection with purchases
and exchanges of units for at least six years.
Within 30 days after the close of each calendar month, the general partner
will provide such financial and other information with respect to each
partnership that the CFTC and National Futures Association require, together
with information concerning any material change in the brokerage commissions or
fees payable by the partnerships to any commodity broker. You will also receive
within 90 days after the close of each fiscal year an annual report containing
audited financial statements for the partnerships. 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. By March 15 of each year, the partnership
will send you the tax information necessary for you to prepare your federal
income tax return. The net asset value of each partnership's units, which is
estimated daily by the general partner, will be promptly supplied to you upon
written request.
A written notice, including a description of limited partners' redemption
and voting rights, will be mailed to the limited partners of a partnership
within seven business days if any of the following events occur:
* the net asset value of a unit decreases by at least 50% from the net
asset value of that unit as of the end of the immediately preceding
month;
* the limited partnership agreement is materially amended;
* any change in trading advisors or any material change in a management
agreement.
* there is any change in commodity brokers or any material change in the
compensation arrangements with a commodity broker;
* there is any change in general partners or any material change in the
compensation arrangements with a general partner;
* there is any change in the partnership's fiscal year;
* there is any material change in the partnership's trading policies as
specified in the limited partnership agreement; or
* the partnership ceases to trade futures, forwards, and options.
If you receive a notice as to a 50% decrease in net asset value per unit,
that notice will also advise you that a "special redemption date" will take
place when limited partners may redeem their units in the same manner as
described under "Redemptions" on page * for regular redemption dates. Further,
following the close of business on the date of the 50% decrease giving rise to
that notice, the partnership will liquidate all existing positions as promptly
as reasonably practicable, and will suspend all futures, forwards, and options
trading through the special redemption date. The general partner will then
determine whether to reinstitute futures, forwards, and options 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 of
the caps on fees, may take effect until the first business day following a
redemption date. In the event of such an increase:
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* notice of the increase will be mailed to limited partners 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;
* the notice will describe the redemption and voting rights of limited
partners; and
* units redeemed at the first redemption date following the notice will not
be subject to any redemption charges.
Each limited partner expressly agrees that in the event of his death, he
waives on behalf of himself and his estate 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.
PLAN OF DISTRIBUTION
GENERAL
Dean Witter is offering units pursuant to a selling agreement with the
partnerships and the general partner. With the approval of the general partner,
Dean Witter may appoint additional selling agents to make offers and sales of
the units. These additional selling agents may include any securities broker or
dealer which is a member in good standing of the NASD, as well as any foreign
bank, dealer, institution or person ineligible for membership in the NASD that
agrees not to make any offers or sales of units within the U.S. or its
territories, possessions or areas subject to its jurisdiction, or to U.S.
citizens or residents. Any such non-NASD member must also agree to comply with
applicable provisions of the Conduct Rules of the NASD in making offers and
sales of units.
Dean Witter is offering the units on a "best efforts" basis without any
agreement by Dean Witter to purchase units. The general partner may in the
future register additional units of any partnership with the SEC. There is no
maximum amount of funds which may be contributed to a partnership. The general
partner may in the future subdivide or combine outstanding units of any
partnership, in its discretion, provided that any subdivision or combination
will not affect the net asset value of any limited partner's interest in the
partnership.
Each partnership has agreed to indemnify its trading advisors in connection
with the offer and sale of units of any partnership 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 its trading
advisor. Each partnership has also agreed to indemnify Dean Witter, the general
partner and any additional sellers in connection with the offer and sale of
units. See "Fiduciary Responsibility and Liability" on page * .
CONTINUING OFFERING
Units of each partnership are being offered for sale at monthly closings
held on the last day of each month. Units will be offered and sold at the net
asset value of a unit of the partnership on the date of the monthly closing. The
sale amount will be delivered to the partnership that sold the unit.
ESCROW ARRANGEMENTS
During the continuing if your subscription is not immediately rejected by
the general partner, your subscription funds will be transferred to, and held in
escrow by, The Chase Manhattan Bank, New York, New York. The subscription funds
held in escrow will be invested in the escrow agent's interest-bearing money
market account, and will earn the interest rate then paid by the bank on that
account. If the general partner accepts your subscription, at the applicable
month-end closing the escrow agent will pay your subscription funds to the
appropriate partnerships and pay any interest earned on those funds to Dean
Witter. Dean Witter in turn will credit your Dean Witter customer account with
the interest. If the general partner rejects your subscription, the
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escrow agent will promptly pay the rejected subscription funds and any interest
earned to Dean Witter, and Dean Witter will then credit your Dean Witter
customer account with those amounts, and the funds will be immediately available
for investment or withdrawal. If you closed your Dean Witter customer account,
any subscription returned and interest earned will be paid by check. Interest
will be earned on subscription funds from the day of deposit with the escrow
agent to the day that funds are either paid to the appropriate partnerships in
the case of accepted subscriptions or paid to Dean Witter in the case of
rejected subscriptions. At all times 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
the funds.
COMPENSATION TO DEAN WITTER EMPLOYEES AND ADDITIONAL SELLING AGENTS
In the case of units purchased for cash, qualified employees of Dean Witter
have the option to receive from Dean Witter (payable solely from its own funds)
a gross sales credit equal to 4% of the net asset value per unit as of the
monthly closing for each unit sold by them and issued at the monthly closing,
plus a gross sales credit of up to 71% of the brokerage fees received by Dean
Witter from the partnership each month that are attributable to outstanding
units sold by them, commencing with the fifteenth month after the monthly
closing at which a unit is issued. Alternatively, qualified employees of Dean
Witter 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 Dean Witter from the partnership each month that are
attributable to outstanding units sold by them. However, employees of Dean
Witter 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 Dean Witter from the partnership each
month that are attributable to those outstanding units, commencing with the
first month after the units are issued.
In the case of units purchased pursuant to a Charter Series exchange or
non-Charter Series exchange, qualified employees of Dean Witter will not receive
the initial gross sales credit of 4%. However, in the case of a Charter Series
exchange or non-Charter Series exchange, Dean Witter employees will receive a
gross sales credit of up to 71% of the brokerage fees received by Dean Witter
from the partnership each month that are attributable to such outstanding units,
as follows:
* in the case of a Charter Series exchange where the Dean Witter employee
elected to receive the initial gross sales credit of 4% in connection
with the initial purchase of the units redeemed, the Dean Witter employee
will receive the monthly gross sales credit commencing with the fifteenth
month after the date the units being redeemed were purchased; and
* in the case of a Charter Series exchange where the Dean Witter employee
elected not to receive the initial gross sales credit of 4% in connection
with the initial purchase of the units redeemed, or in the case of a
non-Charter Series exchange, the Dean Witter employee will receive the
monthly gross sales credit commencing with the first month after the
units are issued.
In all cases, qualified Dean Witter employees will receive continuing
compensation until the applicable partnership terminates or the unit is
redeemed, whichever comes first.
No part of this compensation will be paid by a partnership and,
accordingly, net assets will not be reduced as a result of such compensation.
Each person receiving continuing compensation must be a Dean Witter
employee at the time of receipt of payment and must be registered as an
associated person with the CFTC and be a member of the National Futures
Association in such capacity only after either having passed the Series 3 or
Series 31 examination or having been "grandfathered" as an associated person
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qualified to do commodity brokerage under the Commodity Exchange Act and the
CFTC's regulations. These employees must also perform additional services,
including:
* 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;
* inquiring of the general partner, at the request of limited partners,
regarding the futures, forwards, and options markets and the activities
of the partnerships;
* 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;
* providing advice to limited partners as to when and whether to make
additional investments or to redeem or exchange units;
* assisting limited partners in the redemption or exchange of units; and
* providing such other services as limited partners from time to time may
reasonably request.
The additional compensation paid by Dean Witter may be deemed to be
underwriting compensation. In addition, certain officers and directors of the
general partner may receive compensation as employees of Dean Witter based, in
part, on the amount of brokerage fees paid by the partnerships to Dean Witter.
The selling agreement among Dean Witter, the general partner and the
partnerships provides that such compensation may only be paid by Dean Witter as
long as these services are provided. Any limited partner may telephone, write or
visit a financial advisor at a Morgan Stanley Dean Witter branch office to avail
himself of these services.
Dean Witter may at any time implement cash sales incentive and/or
promotional programs for its employees who sell units. These programs will
provide for Dean Witter, and not any partnership or the general partner, to pay
Dean Witter's employees bonus compensation based on sales of units. Any sales or
promotional program will be approved by the NASD prior to its start.
The aggregate of all compensation paid to employees of Dean Witter from the
initial 4% gross sales credit, the redemption charges received by Dean Witter,
and any sales incentives will not exceed 10% of the proceeds of the sale of
units.
Dean Witter may compensate any qualified additional selling agent for each
unit sold by it by paying a selling commission, from Dean Witter's own funds, as
determined by Dean Witter and the additional selling agent, but not to exceed 4%
of the net asset value of the unit sold. Additional selling agents who are
properly registered as futures commission merchants or introducing brokers with
the CFTC and are members of the National Futures Association in such capacity
may also receive from Dean Witter, payable from Dean Witter's own funds,
continuing compensation for providing to limited partners the continuing
services described above. This additional compensation paid by Dean Witter may
be up to 35% of the brokerage fees generated by outstanding units sold by
additional selling agents and received by Dean Witter as commodity broker for
the partnership (except for affiliates of Dean Witter, which will be compensated
at the same rate as Dean Witter). Additional selling agents may pay all or a
portion of this additional compensation to their employees who have sold units
and provide continuing services to limited partners if the employees are
properly registered with the CFTC and are members of the National Futures
Association. Additional compensation paid by Dean Witter may be deemed to be
underwriting compensation.
SUBSCRIPTION PROCEDURE
The minimum subscription for most subscribers is $20,000. However, in the
case of eligible subscribers purchasing units pursuant to a non-Charter Series
exchange, the $20,000 minimum subscription will be satisfied if the proceeds of
the redemption of the units redeemed would have
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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.
You may subscribe for units of one partnership, or you may divide your
investment among two or all three partnerships, provided that the minimum
subscription for any one partnership is:
* in the case of a cash purchase, $5,000;
* in the case of a non-Charter Series exchange, the proceeds from the
redemption of five units from commodity pools other than the Spectrum
Series of partnerships, or 500 units from one, or any combination, of the
Spectrum Series of partnerships.
If you already own units in a partnership and you wish to make an
additional investment in that partnership, you may subscribe for additional
units at a monthly closing with a minimum investment of:
* in the case of a cash purchase, $1,000;
* in the case of a non-Charter Series exchange, the proceeds from the
redemption of one unit from commodity pools other than the Spectrum
Series of partnerships, or 100 units from one, or any combination of the
Spectrum Series of partnerships.
In order to make your first purchase of units of a partnership, other than
by means of an exchange, you must complete, sign, and deliver to Dean Witter a
subscription agreement which will authorize the general partner and Dean Witter
to transfer the full subscription amount from your Dean Witter customer account
to the partnerships' Escrow Account. If your subscription agreement is received
by Dean Witter and not immediately rejected, you must have the appropriate
amount in your Dean Witter customer account on the first business day following
the date that your subscription agreement is received by Dean Witter. Dean
Witter will deduct the subscription amount from your customer account and
transfer funds into escrow with the escrow agent on that date. If you do not
have a Dean Witter customer account or an account with an affiliate of Dean
Witter, or do not have sufficient funds in your existing Dean Witter customer
account, you should make appropriate arrangements with your Morgan Stanley Dean
Witter financial advisor, or contact your local Morgan Stanley Dean Witter
branch office. Do not mail any payment to the general partner, as it will be
returned to you for proper placement with the Morgan Stanley Dean Witter branch
office where your account is maintained.
In the case of a Charter Series exchange or a non-Charter Series exchange,
you must complete, sign, and deliver to your Morgan Stanley Dean Witter
financial advisor a subscription agreement, which will authorize the general
partner to redeem all or a portion of your 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 to use the proceeds, after deducting any applicable redemption
charges, to purchase units in one or more of the partnerships.
In accordance with an NASD rule, Dean Witter will not subscribe for units
on your behalf if it has discretionary authority over your customer account,
unless it gets prior written approval from you.
If you subscribe by check, units will be issued subject to the collection
of the funds represented by the check. If your check is returned unpaid, Dean
Witter will notify the general partner, and the relevant partnership will cancel
the units issued to you represented by the check. Any losses or profits
sustained by the partnership allocable to the cancelled units will be 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 trading loss) incurred in connection with the issuance and
cancellation of any units issued to the limited partner.
Subscriptions for units are generally irrevocable by subscribers. However,
you may revoke your subscription agreement and receive a full refund of the
subscription amount and any accrued
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interest, or revoke the redemption of units in the other commodity pool in the
case of an exchange, within five business days after execution of the
subscription agreement or no later than 3:00 P.M., New York City time, on the
date of the applicable monthly closing, whichever comes first, by delivering
written notice to your Morgan Stanley Dean Witter & Co. financial advisor. There
may be other 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.
A sample form of the subscription agreement is annexed to this prospectus
as Exhibit B. A separate copy of the subscription agreement accompanies this
prospectus or you may obtain one, after delivery of this prospectus, from a
local Morgan Stanley Dean Witter branch office. You will not receive any
certificate evidencing units, but you will be sent confirmations of purchases in
Dean Witter's customary form.
Once you are an investor in a partnership, you may make additional cash
purchases of units of that partnership without executing a new subscription
agreement, by contacting your Morgan Stanley Dean Witter financial advisor and
authorizing your financial advisor to deduct the additional amount you want to
invest from your Dean Witter customer account. Those amounts will be held in
escrow and applied towards the purchase of units in the same manner as initial
purchases described above. However, before you make any additional purchases of
units in this manner you will be required to complete a subscription agreement
update form, a sample of which is annexed to this prospectus as Exhibit C, if a
new prospectus has been issued since the date of your original subscription
agreement. Further, your Morgan Stanley Dean Witter financial advisor will be
required to confirm to the general partner that the information you provided,
and the representations and warranties you made, in your original subscription
agreement, including, in particular, that you satisfy applicable minimum
financial suitability requirements, are still true and correct. You may not use
the subscription procedure described in this paragraph to purchase additional
units in a partnership by way of an exchange or to purchase units of a
partnership in which you are not currently an investor; in either of those
cases, you must execute a new subscription agreement.
PURCHASES BY EMPLOYEE BENEFIT PLANS -- ERISA CONSIDERATIONS
Units might or might not be a suitable investment for an employee benefit
plan. If you are a person with investment discretion on behalf of an employee
benefit plan, before proceeding with a purchase of units, you should determine
whether the purchase of units is permitted under the governing instruments of
the plan, and is 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 in this section, 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. These plans include
corporate pension and profit-sharing plans, 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, as described in Section 408 of the Internal
Revenue Code of 1986, as amended.
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, and Section 4975 of the Internal Revenue Code
of 1986, 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 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
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employee benefit plan which purchases an equity security of the entity if the
equity security is a "publicly-offered security." A "publicly-offered security"
is one which is:
* freely transferable;
* held by more than 100 investors independent of the issuer and of each
other; and
* either registered under Section 12(b) or Section 12(g) of the Securities
Exchange Act of 1934, or sold to the plan as part of a public offering of
the securities pursuant to an effective registration statement under the
Securities Act of 1933, where the security is then timely registered
under Section 12(b) or Section 12(g) of the Securities Exchange Act of
1934.
The units currently meet, and the general partner expects that the units
will 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 Internal Revenue Code of 1986 to
employee benefit plans and other tax-exempt entities. 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. If you have investment discretion on behalf of an employee benefit
plan, you should consult a professional tax adviser regarding the application of
the foregoing matters to the purchase of units.
Units may not be purchased with the assets of an employee benefit plan if
the general partner, Dean Witter, any additional selling agent, any trading
advisor or any of their respective affiliates either:
* has investment discretion with respect to the investment of plan assets;
* 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 the advice will serve as a primary basis
for investment decisions with respect to the plan assets and that the
advice will be based on the particular investment needs of the plan; or
* is an employer maintaining or contributing to the plan.
Subscribing for units in a partnership does not create an IRA or other
employee benefit plan. If you are considering the purchase of units on behalf of
an IRA or other employee benefit plan, you must first ensure that the plan has
been properly established in accordance with the Internal Revenue Code of 1986
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, Dean Witter, any
additional selling agent, any partnership, or any trading advisor that the
investment meets all relevant legal requirements with respect to investments by
plans generally or any particular plan, or that the 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 a U.S. taxpayer who invests in a
partnership. The opinions appearing in this section are the opinions of
Cadwalader, Wickersham & Taft, except as otherwise specifically noted. The
following
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summary is based upon the Internal Revenue Code of 1986, 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 that
follow, in general, relate only to the tax implications of an investment in the
partnerships by individuals who are citizens or residents of the U.S. 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, or 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 are urged to 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. This opinion is based
upon the facts set forth in this prospectus, including that a principal activity
of each partnership consists of buying and selling futures, options, and forward
contracts, and at least 90% of the partnership's gross income during each year
consists of gains from such trading and interest income. 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.
If a partnership were treated as an association (or a publicly traded
partnership) taxable as a corporation, income or loss of the partnership would
not be passed through to its partners, and the partnership would be subject to
tax on its income at the rates applicable to corporations without deductions for
any distributions by the partnership to its partners. 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. The discussion that
follows assumes that each partnership will be treated as a partnership for
federal income tax purposes.
PARTNERSHIP TAXATION
Partners, Rather than a Partnership are Subject to Federal Income
Tax. None of the partnerships will pay federal income tax. Except as provided
below with respect to certain nonresident aliens, each limited partner will
report his distributive share of all items of partnership income, gain, loss,
deduction, and credit for the partnership's taxable year ending within or with
the partner's taxable year. A limited partner must report and pay tax on his
share of partnership income for a particular year whether or not he has received
any distributions from the partnership in that year. The characterization of an
item of profit or loss will usually be determined at the partnership level.
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). There is a
risk that some of the brokerage fees paid to Dean Witter could be treated as a
nondeductible payment by the partnerships of syndication expenses.
Allocation of Partnership Profits and Losses. 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
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difference between the amount received on the redemption and the allocation
account as of the date of redemption attributable to the redeemed units. Any
remaining net recognized capital gain or loss is next allocated among all those
partners whose capital accounts differ from their allocation accounts based on
the respective differences for each partner.
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 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
Nature of Partnership Income. Each partnership does not expect to hold its
futures, forwards, and options for sale to customers. For federal income tax
purposes substantially all of the profit and loss generated by each partnership
from its trading activities is expected to be capital gain and loss, which in
turn may be either short-term, long-term, or a combination thereof.
Nevertheless, certain foreign currency transactions could result in ordinary
gain or loss, as discussed below. Further, interest paid to a partnership will
be taxable currently to the limited partners as ordinary income. Thus, during
taxable years in which little or no profit is generated from trading activities,
a limited partner may still have interest income.
Mark-to-Market. Section 1256 contracts held at the end of a partnership's
taxable year will be treated as having been sold for the fair market value on
the last day of the taxable year, and gain or loss will be taken into account
for the year. 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 the gain or
loss, and long-term capital gain or loss to the extent of 60% of the gain and
loss. Section 1256 contracts include regulated futures contracts, which are
futures contracts traded on regulated U.S. and certain foreign exchanges;
foreign currency contracts that are traded in the interbank market and relate to
currencies for which positions are also traded through regulated futures
contracts; and U.S. and certain foreign exchange-traded options on commodities,
including options on regulated futures contracts, debt securities, and stock
indices. While the partnerships expect that a majority of their trading
activities will be conducted in Section 1256 contracts, the partnerships also
expect
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that a portion of their trading activities will be conducted in contracts that
do not presently qualify as Section 1256 contracts, such as positions in futures
contracts on most foreign exchanges and foreign currency forward contracts that
do not relate to currencies for which positions are also traded through
regulated futures contracts.
Section 988. Currency gain or loss with respect to foreign currency
forward contracts that do not relate to currencies for which positions are also
traded through regulated futures contracts and futures contracts traded on most
foreign exchanges may be treated as ordinary income or loss under Internal
Revenue Code of 1986 Section 988. Each partnership has elected to treat these
contracts as Section 1256 contracts (i.e., marked-to-market at year end).
Pursuant to this election, gain or loss with respect to these contracts is
treated as entirely short-term capital gain or loss.
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 any 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.
Straddles. If a partnership incurs a loss upon the disposition of any
position which is part of a "straddle" (i.e., two or more offsetting positions),
recognition of that loss for tax purposes will be deferred until the partnership
recognizes the gain in the offsetting position of the straddle (or successor
position, or offsetting position to the successor position). Interest and other
carrying charges allocable to positions which are part of a straddle must be
capitalized, rather than deducted currently. Certain modified "short sale" rules
may apply to positions held by a partnership so that what might otherwise be
characterized as long-term capital gain would be characterized as short-term
capital gain or potential short-term capital loss as long-term capital loss.
For purposes of applying the above rules restricting the deductibility of
losses with respect to offsetting positions, if a limited partner takes into
account gain or loss with respect to a position held by the partnership, the
limited 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. Thus, straddles may not be
used to defer gain from one taxable year to the next. 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.
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 Internal Revenue Code of 1986 and the regulations promulgated
thereunder. The appropriate tax treatment of any gains and losses from trading
in mixed straddles will depend on what elections a partnership makes. Each
partnership has elected to place all of its 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.
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
tax basis of his units, except in the case of certain limited partners
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including individuals and closely-held C corporations, for which he is "at risk"
with respect to the units 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 and gains.
The amount for which a limited partner is "at risk" with respect to his units in
a partnership is generally equal to his tax basis for the units, less: any
amounts borrowed in connection with his acquisition of the units for which he is
not personally liable and for which he has pledged no property other than his
units; any amounts borrowed from persons who have a proprietary interest in the
partnership; and any amounts borrowed for which the limited partner is protected
against loss through guarantees or similar arrangements.
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 limited partner only as itemized deductions and, therefore, will
not reduce the federal taxable income of a limited partner who does not itemize
his deductions. Furthermore, an individual who is subject to the alternative
minimum tax for a taxable year may not realize any tax benefit from such
itemized deductions.
Limitations on Deductibility of Passive Losses. The partnerships' income
will not be treated as a "passive activity" for purposes of the limitation on
the deduction of passive activity losses.
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 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,
forwards, and options 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 Liability Will Exceed Distributions. Under federal tax laws, a limited
partner must report and pay tax on his share of any partnership income each
year, even though the general partner does not intend to make any distributions
from the partnerships.
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. The alternative minimum tax for individuals is
imposed on "alternative minimum taxable income" in excess of certain exemption
amounts. Alternative minimum tax income consists of taxable income determined
with certain adjustments and
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increased by the amount of items of tax preference. Alternative minimum tax
income may not be offset by certain interest deductions, including (in certain
circumstances) interest incurred to purchase or carry units in the partnerships.
Corporations are also subject to an alternative minimum tax. The extent to which
the alternative minimum tax will be imposed will depend on the overall tax
situation of each limited partner at the end of 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 non-resident alien individual,
foreign corporation, or foreign partnership not otherwise engaged in a U.S.
trade or business or acting as a dealer in commodities should not be deemed to
be engaged in a U.S. trade or business solely by virtue of an investment as a
limited partner in the partnerships. Capital gains earned by the partnerships
and allocated to such a foreign limited partner will, as a general rule, not be
subject to U.S. federal income taxation or withholding, but may be subject to
taxation by the jurisdiction in which the foreign limited partner is resident,
organized or operating. Interest income earned by the partnerships will, as a
general rule, likewise not be subject to U.S. federal income tax or withholding,
but may be subject to tax in other jurisdictions to which the foreign limited
partner is connected. Prospective foreign limited partners who are engaged in a
U.S. trade or business or who act as dealers in commodities may be subject to
U.S. income tax and should consult their tax advisors before investing in a
partnership.
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 Internal Revenue Code of 1986 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 for any of the partnerships. 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 units of any limited partner, copies of the
partnership's Schedule K-1 indicating the limited partner's distributive share
of tax items and any additional information as is reasonably necessary to permit
the limited partners to prepare their own federal and state tax returns.
Partnership's Taxable Year. 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 Internal Revenue
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Code of 1986, provided that the units purchased by such plans and entities are
not "debt-financed."
However, if a partnership were to purchase physical commodities with
borrowed funds (whether upon delivery under a futures or forward contract or
otherwise) and to sell those commodities at a gain, the gain would likely
constitute unrelated business income. The partnerships are entitled to engage in
such leveraged purchases of physical commodities. Tax exempt investors should
see "Purchases by Employee Benefit Plans--ERISA Considerations."
TAX AUDITS
All partners are required under the Internal Revenue Code of 1986 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, limited partners owning less than a 1%
profits interest if the partnership has more than 100 partners. However, prior
to settlement, such 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 the limited partner.
The period for assessing a deficiency against a partner in a partnership
with respect to a partnership item is the later of three years after the
partnership files its return or, if the name and address of the partner does not
appear on the 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 Internal Revenue Code of 1986 and the regulations promulgated thereunder and
the existing administrative and judicial interpretations thereof. The general
partner cannot assure you that legislative, administrative or judicial changes
will not occur which will modify such statements.
The foregoing statements are not intended as a substitute for careful tax
planning, particularly since certain of the federal income tax consequences of
purchasing units may not be the same for all taxpayers. The partnerships' tax
returns could be audited by the Internal Revenue Service and adjustments to the
returns could 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 units 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
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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 the 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.
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
Lane, New York, New York 10038. Cadwalader, Wickersham & Taft also has acted as
counsel for Dean Witter 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 December 31, 1999, and the
related statements of operations, changes in partners' capital, and cash flows
for the period from March 1, 1999 (commencement of operations) to December 31,
1999 as well as the statements of financial condition of Demeter Management
Corporation as of November 30, 1999 and 1998 included in this prospectus, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein, and are included in reliance upon such reports of such
firm given upon their authority as experts in accounting and auditing. Deloitte
& Touche LLP also acts as independent auditors for Morgan Stanley Dean Witter &
Co..
WHERE YOU CAN FIND MORE INFORMATION
The partnerships filed registration statements relating to the units
registered with SEC. This prospectus is part of the registration statements, but
the registration statements include additional information.
You may read any of the registration statements, or obtain copies by paying
prescribed charges, at the SEC's public reference rooms located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; 7 World Trade Center, Suite
1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. For further information on the public
reference rooms, please call the SEC at 1-800-SEC-0330. The registration
statements are also available to the public from the SEC's Web site at
"http://www.sec.gov."
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PART TWO
STATEMENT OF ADDITIONAL INFORMATION
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER AND MAY NOT BE
DISTRIBUTED SEPARATELY.
THE FUTURES, OPTIONS, AND FORWARDS MARKETS
FUTURES CONTRACTS
Futures contracts are standardized contracts made on a domestic or foreign
exchange that call for the future delivery of specified quantities of various
commodities at a specified price, time, and place. The following are some of the
commodities traded on an exchange:
<TABLE>
<S> <C> <C>
* agricultural and tropical (soft) * currencies * metals
commodities
* industrial goods * financial instruments * energy products
</TABLE>
The futures markets have undergone dramatic changes in the past 25 years.
According to statistics provided by the Futures Industry Association, in 1974
and 1999 activity in futures markets was divided as follows:
<TABLE>
<CAPTION>
IN 1974 1999*
--------- ---------
<S> <C> <C> <C>
% %
Agricultural Products 82 Interest Rates 55
Metals 15 Stock Indices 16
Currencies 2 Agricultural Products 9
Lumber and Energy Products 1 Metals 9
Energy Products 8
Currencies 3
</TABLE>
- ------------------
* Data as of June 30, 1999.
A market participant can make a futures contract to buy or sell a
commodity. The contractual obligations may be satisfied either by taking or
making, as the case may be, physical delivery of an approved grade of the
commodity or by making an offsetting sale or purchase of an equivalent but
opposite futures contract on the same or a mutually offsetting exchange prior to
the designated date of delivery.
For example, if we sell one contract of December 2000 wheat on a commodity
exchange, we may fulfill the contract at any time prior to the December 2000
delivery date by purchasing one contract of December 2000 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 delivery of any physical commodity.
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 of a specified amount at a specified
price of a specific commodity (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 at a specified
price of a specific commodity) in the underlying futures contract or commodity.
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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 at a specified
price of a specific 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 sell (take a short position in
the underlying futures contract) 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 buy (take a long position in the underlying futures contract) 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. Conversely, 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. 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.
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, it 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 subject of individual
negotiation between the parties involved. 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.
HEDGERS AND SPECULATORS
The two broad classes of persons who trade futures, forwards, and options
contracts are "hedgers" and "speculators." Commercial interests, including
farmers, that market or process commodities, and financial institutions that
market or deal in commodities including interest rate sensitive instruments,
foreign currencies, and stocks, which are exposed to exchange, interest rate,
and stock market risks, may use the futures markets 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 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 futures 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,
forwards, and options contracts. Speculators rarely take delivery of
commodities, but rather close out their positions by entering into offsetting
purchases or sales of futures, forwards, and options contracts. Since the
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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. The partnerships will trade for speculative rather than
for hedging purposes.
FUTURES EXCHANGES
Futures exchanges provide centralized market facilities for trading futures
contracts and options (but not forward contracts). Members of, and trades
executed on, a particular exchange are subject to the rules of that exchange.
Among the principal exchanges in the U.S. are the Chicago Board of Trade, the
Chicago Mercantile Exchange, the New York Mercantile Exchange, and the New York
Board of Trade.
Each futures exchange in the U.S. 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 to meet its
obligations with regard to the "other side" of an insolvent clearing member's
contracts. 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.
Foreign futures exchanges differ in certain respects from their U.S.
counterparts. In contrast to U.S. 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--TRADING AND PERFORMANCE RISKS--TRADING ON
FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON
U.S. EXCHANGES."
SPECULATIVE POSITION LIMITS
The CFTC and U.S. futures 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
futures, forwards, and options 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 U.S. exchange to submit position limits for all commodities traded on such
exchange for approval by the CFTC. However, position limits do not apply to many
currency futures contracts. Position limits do not apply to forward contract
trading or generally to trading on foreign commodity exchanges. SEE "RISK
FACTORS--TRADING AND PERFORMANCE RISKS--THE PARTNERSHIPS ARE SUBJECT TO
SPECULATIVE POSITION LIMITS."
DAILY LIMITS
Most U.S. futures exchanges (but generally not foreign exchanges or banks
or dealers in the case of forward contracts) limit the amount of fluctuation in
futures, forwards, and options 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, forwards, and options 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, forwards, or options
market, no trades may be made at a price
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<PAGE>
beyond the limit. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--MARKET
ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES."
REGULATIONS
Futures exchanges in the U.S. are subject to regulation under the Commodity
Exchange Act by the CFTC, the governmental agency having responsibility for
regulation of futures exchanges and trading on those exchanges.
The CFTC also regulates the activities of "commodity trading advisors" and
"commodity pool operators" and has adopted regulations with respect to certain
of such persons' activities. 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
Commodity Exchange Act 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 Commodity Exchange Act 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 Commodity Exchange Act requires all "futures commission merchants,"
such as Dean Witter and Carr Futures, 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
partnerships have no present intention of using any introducing brokers in their
trading.
The Commodity Exchange Act also gives the states certain powers to enforce
its provisions and the regulations of the CFTC.
You are afforded certain rights for reparations under the Commodity
Exchange Act. You may also be able to maintain a private right of action for
certain violations of the Commodity Exchange Act. The CFTC has adopted rules
implementing the reparation provisions of the Commodity Exchange Act which
provide that any person may file a complaint for a reparations award with the
CFTC for violation of the Commodity Exchange Act against a floor broker, futures
commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, and their respective associated persons.
Pursuant to authority in the Commodity Exchange Act, the National Futures
Association has been formed and registered with the CFTC as a "registered
futures association." At the present time, the National Futures Association is
the only non-exchange self-regulatory organization for commodities
professionals. National Futures Association members are subject to National
Futures Association standards relating to fair trade practices, financial
condition, and consumer protection. As the self-regulatory body of the
commodities industry, the National Futures Association 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 National Futures Association responsibility for the registration of
commodity trading advisors, commodity pool operators, futures commission
merchants, introducing brokers and their respective associated persons and floor
brokers. Dean Witter, the general partner, Carr Futures, and the trading
advisors are all members of the National Futures Association (the partnerships
themselves are not required to become members of the National Futures
Association).
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The CFTC has no authority to regulate trading on foreign commodity
exchanges and markets. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING
ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON
U.S. EXCHANGES."
MARGINS
"Initial" or "original" margin is the minimum amount of funds that a
futures trader must deposit 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 futures
trader's performance of the futures contracts he purchases or sells. Futures
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 contract is set 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--TRADING AND PERFORMANCE
RISKS--THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED."
Brokerage firms, such as Dean Witter and Carr Futures, carrying accounts
for traders in futures 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. Dean Witter and Carr Futures presently intend to
require each partnership to make margin deposits equal to the exchange minimum
levels for all futures 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 Carr Futures, each partnership will be able to take advantage
of Carr Futures' credit lines with several participants in the interbank market.
Carr Futures will require margin with respect to a partnership's trading of
currency forward contracts.
Margin requirements are computed each day by a trader's commodity broker.
When the market value of a particular open futures 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 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.
POTENTIAL ADVANTAGES
Developing a comprehensive financial plan entails evaluating options and
acting upon those options. In this fast-paced and ever-changing financial
environment, selecting from the broad array of investments available can be
difficult and time-consuming. Astute investors often turn to professional money
managers for the expertise and guidance needed to map out a successful
investment strategy. Morgan Stanley Dean Witter & Co., a global leader in
financial management, has developed the Charter Series of partnerships to
provide professional money management in the futures and forward markets.
An investment in a partnership is speculative and involves a high degree of
risk. The general partner and Dean Witter believe that managed futures
investments (such as the partnerships) can provide you with the potential for
long-term capital appreciation (with commensurate risk), but are appropriate
only for the aggressive growth portion of an investor's comprehensive financial
plan. SEE "RISK FACTORS." Taking the risks into consideration, this investment
does offer the following potential advantages.
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INVESTMENT DIVERSIFICATION
If you are not prepared to make a significant investment or spend
substantial time trading various futures, forwards, and options , you may still
participate in these markets through an investment in a Charter Series
partnership, obtaining diversification from more traditional 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 during periods
of generally favorable economic conditions.
Managed futures investments can serve to diversify your portfolio and
smooth overall portfolio volatility. Modern Portfolio Theory is the academic
affirmation of the value of diversification. Modern Portfolio Theory 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 Modern Portfolio Theory
in a study about portfolio diversification. Specifically, Modern Portfolio
Theory was utilized to evaluate the addition of a managed futures component to a
diversified portfolio comprised of 60% stocks and 40% bonds. 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. Lintner's findings were further supported by the
works of Dr. Thomas Schneeweis of the University of Massachusetts, Amherst, in
his 1999 study, "The Benefits of Managed Futures." Dr. Schneeweis concluded that
"while . . . the correlation between managed futures and most traditional
investments is approximately zero, when asset returns are segmented according to
whether the traditional asset rose or fell, managed futures are often negatively
correlated in months when traditional asset returns are negative while being
positively correlated when traditional asset returns are positive."
The partnerships' combined benefits of growth potential (with commensurate
risk) and diversification can potentially reduce the overall volatility of your
portfolio, while increasing profits. By combining asset classes, you may create
a portfolio mix that provides the potential to offer the greatest possible
return within acceptable levels of volatility. While past performance is no
guarantee of future results, managed futures investments, such as the
partnerships , may profit (with commensurate risk) from futures, forwards, and
options market moves, with the potential to enhance your overall portfolio.
The trading advisor's speculative trading techniques will be the primary
factor in a partnership's success or failure. You should note that there are
always two parties to a futures, forward, or options contract; consequently, for
any gain achieved by one party on a contract, a corresponding loss is suffered.
Therefore, due to the nature of futures, forwards, and options trading, only 50%
of contract interests held by all market participants can experience gain at any
one time. Brokerage commissions and other costs of trading may reduce or
eliminate any gain that would otherwise be achieved.
The first step toward a sound financial future is to establish your
investment objectives. Based on your financial goals, requirements, and
investment preferences, your Morgan Stanley Dean Witter financial advisor can
help you determine the combination of asset classes as well as the type of
trading advisor that most suits your investment profile.
Asset allocation is the next critical step to help you achieve your
investment objectives. Asset allocation refers to the division of investment
dollars over a variety of asset classes in order to reduce overall volatility
through portfolio diversification, while increasing the long-term performance
potential of an investment portfolio. A fully diversified portfolio should
contain cash, income, growth, and aggressive growth investments.
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Managed futures investments are designed to fit into a total financial plan
as aggressive growth vehicles with the potential for long-term capital
appreciation (with commensurate risk). As part of a well-balanced and fully
diversified portfolio, managed futures can offer significant benefits.
AGGRESSIVE MANAGED
GROWTH ---------------------- FUTURES
GROWTH CASH
INCOME BONDS
CASH & EQUIVALENTS STOCKS
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
<TABLE>
<CAPTION>
U.S. TREASURY PUBLIC
U.S. BONDS (LEHMAN U.S. CORPORATE NON-U.S. GLOBAL MANAGED
STOCKS BROTHERS BONDS (SALOMON STOCKS STOCKS MANAGED FUTURES FUNDS
(S&P 500 TREASURY CORPORATE (MSCI EAFE (MSCI WORLD FUTURES (BARCLAY (MAR PUBLIC
INDEX) BOND INDEX) BOND INDEX) INDEX) INDEX) CTA INDEX) FUND INDEX)
-------- -------------- -------------- ---------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
% % % % % % %
1981.. -5.0 1.1 -1.2 -1.0 -3.3 23.9 N/A
1982.. 21.6 41.1 42.5 -0.8 11.3 16.7 N/A
1983.. 22.5 1.8 6.3 24.6 23.3 23.8 N/A
1984.. 6.2 14.7 16.9 7.9 5.8 8.7 1.4
1985.. 31.7 32.0 30.1 56.7 41.8 25.5 21.9
1986.. 18.6 24.2 19.9 69.9 42.8 3.8 -14.4
1987.. 5.2 -2.7 -0.3 24.9 16.8 57.3 43.1
1988.. 16.5 9.1 10.7 28.6 23.9 21.8 7.3
1989.. 31.6 18.9 16.2 10.8 17.2 1.8 4.7
1990.. -3.1 4.6 6.8 -23.2 -16.5 21.0 14.2
1991.. 30.4 17.9 19.9 12.5 19.0 3.7 10.0
1992.. 7.6 7.8 9.4 -11.8 -4.7 -0.9 -1.4
1993.. 10.1 16.4 13.2 32.9 23.1 10.4 10.7
1994.. 1.3 -6.9 -5.8 8.1 5.6 -0.7 -7.7
1995.. 37.5 30.7 27.2 11.6 21.3 13.7 13.9
1996.. 22.8 -0.4 1.3 6.4 14.0 9.1 9.8
1997.. 33.4 14.9 11.6 2.1 16.2 10.9 7.6
1998.. 28.6 13.5 12.5 20.3 24.8 7.0 7.9
1999.. 21.0 -8.7 -6.6 27.3 25.3 -1.2 -1.4
2000*.. -5.0 1.6 -0.2 -6.4 -5.7 1.4 0.7
</TABLE>
- ---------------
*Through January 31, 2000
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Notes to "Annual Returns of Various Asset Classes Over Time" Table:
For the analyses used in this table, the performance of independent indices
has been used to represent the seven asset classes: U.S. stocks, U.S. Treasury
bonds, U.S. corporate bonds, international stocks, global stocks, managed
futures, and public managed futures funds. The respective indices used are the
Standard and Poor's 500 Stock Index, the Lehman Brothers Treasury Bond Index,
the Salomon Corporate Bond Index, the Morgan Stanley Capital International
("MSCI") EAFE Index, the MSCI World Index, the Barclay CTA Index, and the
Managed Account Reports Public Fund Index.
The S&P 500 Stock Index and the Salomon Corporate Bond Index are compiled
assuming dividends and interest are re-invested.
The S&P 500 Index is based on a portfolio of 500 stocks (consisting of 400
industrials, 40 utilities, 20 transportations, and 40 financials). The weights
of the stocks in the portfolio at a given time reflect the stocks' total market
capitalization. The S&P 500 Index accounts for approximately 80% of the market
capitalization of all stocks listed on the New York Stock Exchange.
The Lehman Brothers Treasury Bond Index consists of all existing U.S.
Treasury bond issues.
The Salomon Corporate Bond Index is a benchmark of investment grade fixed
rate corporate issues with maturities of at least one year and in minimum
outstanding amounts of $100 million. The corporate issues encompass such
industry sectors as Manufacturing, Service, Energy, Consumer, Transportation,
Industrial-Other, Utility, and Finance.
The MSCI EAFE Index is comprised of 1,098 companies, representing a market
structure of 21 European and Pacific based countries covering 38 industries. The
index is used to represent international equities.
The MSCI World Index is comprised of 1,456 companies, representing a market
structure of 22 countries around the world. The index is used to represent
global equities, including U.S. and Canadian markets.
The Barclay CTA Index provides a benchmark of performance of commodity
trading advisors. In order to qualify for inclusion in the Barclay CTA Index, a
commodity trading advisor must meet the following criteria: (1) the commodity
trading advisor must have four years of prior performance history; and (2) in
cases where a commodity trading advisor who is in the Barclay CTA Index
introduces an additional program, this additional program is added to the Index
only after its second year of trading. In 1999, there were 319 commodity trading
advisor programs which were included in the calculation of the Barclay CTA
Index.
The MAR Index averages managed futures fund performance for public funds.
MAR indices are dollar, or equity, weighted to reflect performance. To qualify
for inclusion in MAR's fund indices, an investment product must appear in MAR's
fund performance tables. MAR imposes no minimum size restriction on the funds
and/or pools that it tracks. As of January 31, 2000, there were 78 public funds
included in the calculation of the MAR Index.
The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index
performance data for stocks, corporate bonds and international stocks,
respectively, are provided by Thomson Financial Software Solutions, Boston, MA.
The MSCI World Index performance data for global stocks are provided by Morgan
Stanley Capital International Inc., New York, NY. 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. The MAR Index performance data for public managed futures
funds was provided by Managed Account Reports Inc., New York, NY. 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
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and the MAR Index reflect results net of actual fees and expenses, the Barclay
CTA Index includes accounts with trading advisors and fee structures that differ
from public managed futures funds (such as the partnerships), and the MAR Index
includes funds with trading advisors and fee structures that differ from 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 and the public managed futures funds included in the MAR Index.
Accordingly, while the Barclay CTA Index is believed to be representative of
managed futures in general, and the MAR Index is believed to be representative
of public managed futures funds in general, the performance of the partnerships
may differ from the performance reflected in such indices.
CORRELATION TO TRADITIONAL INVESTMENTS
Managed futures have historically performed independently of traditional
investments, such as stocks and bonds. This is referred to as non-correlation,
or the potential for managed futures to perform when traditional markets such as
stocks and bonds may experience difficulty performing. Of course, managed
futures funds will not automatically be profitable during unfavorable periods
for these traditional investments, and vice versa. The degree of non-correlation
of any given managed futures fund will vary, particularly as a result of market
conditions, and some funds will have a significantly lesser degree of
non-correlation (i.e., greater correlation) with stocks and bonds than others.
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.
The following charts were prepared by the general partner to illustrate the
correlation of the trading program employed by each partnership's trading
advisor. A pro forma of each trading program was used rather than the actual
performance results of each partnership because of each partnership's limited
operating history. The performance results of each trading program were adjusted
for the leverage employed by each trading advisor, and for the actual brokerage,
management, and incentive fees payable by each partnership. Investors are
cautioned that the performance information set forth in the following charts is
not necessarily indicative of, and may have no bearing on, any trading results
that may be attained by a partnership in the future.
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CHARTER GRAHAM
CORRELATION ANALYSIS (PRO FORMA)
Pro Forma of Charter
Graham's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of Charter Graham's ------------------ ------- -------------
Global Diversified Program 1.00 0.00 0.24
S&P 500 Index 1.00 0.36
Salomon Corp. Bond Index 1.00
During the 56 months of trading since February 1995,
the monthly returns of the.....
.... Pro Forma of Charter Graham's ... Pro Forma of Charter Graham's Global
Global Diversified Program Diversified Program and the
and the S&P 500 Index were: Salomon Corp. bond Index were:
Both 26 of 56 Both 22 of 56
Positive months Positive months
Different 22 of 56 Different 27 of 56
months months
Both 8 of 56 Both 7 of 56
Negative months Negative months
Data: 56 months of trading from February 1995 to September 1999
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).
CHARTER MILLBURN
CORRELATION ANALYSIS (PRO FORMA)
Proforma of Charter
Millburn's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of Charter ------------------- ------- -------------
Millburn's Global
Diversified Program 1.00 0.05 0.08
S&P 500 Index 1.00 0.39
Salomon Corp. Bond Index 1.00
During the 225 months of trading since February 1995,
the monthly returns of the.....
.... Pro Forma of Charter Millburn's ... Pro Forma of Charter Millburn's Global
Global Diversified Program Diversified Program and the
and the S&P 500 Index were: Salomon Corp. bond Index were:
Both 79 of 225 Both 84 of 225
Positive months Positive months
Different 114 of 225 Different 111 of 225
months months
Both 32 of 225 Both 30 of 225
Negative months Negative months
Data: 225 months of trading from January 1991 to September 1999
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CHARTER WELTON
CORRELATION ANALYSIS (PRO FORMA)
CHARTER WELTON
CORRELATION ANALYSIS (PRO FORMA)
Proforma of
Welton's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of ------------------- ------- ---------------
Welton's Global
Diversified Program 1.00 0.05 0.08
S&P 500 Index 1.00 0.39
Salomon Corp. Bond Index 1.00
During the 90 months of trading since February 1995,
the monthly returns of the.....
.... Pro Forma of Welton's ... Pro Forma of Welton's Global
Global Diversified Program Diversified Program and the
and the S&P 500 Index were: Salomon Corp. bond Index were:
Both 36 of 90 Both 36 of 90
Positive months Positive months
Different 41 of 90 Different 39 of 90
months months
Both 13 of 90 Both 15 of 90
Negative months Negative months
Data: 225 months of trading from January 1991 to September 1999
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
The following chart was prepared by the general partner to illustrate the
performance of managed futures against that of stocks from January 1982 through
January 31, 2000, using the recognized market indices of each asset. The notes
below are an integral part of the following chart.
MANAGED FUTURES VS. STOCKS
12-Month Holding Period Performance
<TABLE>
<CAPTION>
S&P 500 Index 12-month
(STOCKS) holding
periods
ROR QTRLY ANNUAL
<S> <C> <C> <C> <C> <C> <C>
12/80 1000.00
1/81 -4.20% 958.00
2/81 1.70% 974.29
3/81 4.00% 1013.26 1.33%
4/81 -1.90% 994.01
5/81 0.20% 995.99
6/81 -0.60% 990.02 -2.29%
7/81 0.20% 992.00
8/81 -5.80% 934.46
9/81 -4.90% 888.67 -10.24%
10/81 5.40% 936.66
11/81 4.10% 975.06
12/81 -2.60% 949.71 6.87% -5.03% -5.03%
1/82 -1.30% 937.37 -2.15%
2/82 -5.60% 884.87 -9.18%
3/82 -0.50% 880.45 -7.29% -13.11%
4/82 4.50% 920.07 -7.44%
5/82 -3.40% 888.79 -10.76%
6/82 -1.50% 875.46 -0.57% -11.57%
7/82 -1.80% 859.70 -13.34%
8/82 12.10% 963.72 3.13%
9/82 1.20% 975.29 11.40% 9.75%
10/82 11.50% 1087.44 16.10%
11/82 4.00% 1130.94 15.99%
12/82 1.90% 1152.43 18.16% 21.34% 21.34%
1/83 3.70% 1195.07 27.49%
2/83 2.30% 1222.56 38.16%
3/83 3.70% 1267.79 10.01% 43.99%
4/83 7.90% 1367.95 48.68%
5/83 -0.90% 1355.63 52.53%
6/83 3.90% 1408.50 11.10% 60.89%
7/83 -3.00% 1366.25 58.92%
8/83 1.50% 1386.74 43.89%
9/83 1.40% 1406.16 -0.17% 44.18%
10/83 -1.20% 1389.28 27.76%
11/83 2.10% 1418.46 25.42%
12/83 -0.50% 1411.37 0.37% 22.47% 22.47%
1/84 -0.60% 1402.90 17.39%
2/84 -3.50% 1353.80 10.73%
3/84 1.70% 1376.81 -2.45% 8.60%
4/84 0.90% 1389.20 1.55%
5/84 -5.60% 1311.41 -3.26%
6/84 2.10% 1338.95 -2.75% -4.94%
7/84 -1.20% 1322.88 -3.17%
8/84 11.00% 1468.40 5.89%
9/84 0.00% 1468.40 9.67% 4.43%
10/84 0.40% 1474.27 6.12%
11/84 -1.10% 1458.05 2.79%
12/84 2.60% 1495.96 1.88% 5.99% 5.99%
1/85 7.80% 1612.65 14.95%
2/85 1.20% 1632.00 20.55%
3/85 0.10% 1633.63 9.20% 18.65%
4/85 -0.10% 1632.00 17.48%
5/85 5.80% 1726.65 31.66%
6/85 1.60% 1754.28 7.39% 31.02%
7/85 -0.10% 1752.52 32.48%
8/85 -0.90% 1736.75 18.28%
9/85 -3.10% 1682.91 -4.07% 14.61%
10/85 4.60% 1760.33 19.40%
11/85 6.90% 1881.79 29.06%
12/85 4.80% 1972.11 17.18% 31.83% 31.83%
1/86 0.60% 1983.95 23.02%
2/86 7.50% 2132.74 30.68%
3/86 5.60% 2252.18 14.20% 37.86%
4/86 -1.10% 2227.40 36.48%
5/86 5.30% 2345.46 35.84%
6/86 1.70% 2385.33 5.91% 35.97%
7/86 -5.60% 2251.75 28.49%
8/86 7.40% 2418.38 39.25%
9/86 -8.30% 2217.65 -7.03% 31.77%
10/86 5.80% 2346.28 33.29%
11/86 2.40% 2402.59 27.68%
12/86 -2.60% 2340.12 5.52% 18.66% 18.66%
1/87 13.50% 2656.04 33.88%
2/87 3.90% 2759.62 29.39%
3/87 2.90% 2839.65 21.35% 26.08%
4/87 -0.90% 2814.10 26.34%
5/87 0.90% 2839.42 21.06%
6/87 5.00% 2981.39 4.99% 24.99%
7/87 5.10% 3133.44 39.16%
8/87 3.70% 3249.38 34.36%
9/87 -2.20% 3177.90 6.59% 43.30%
10/87 -21.50% 2494.65 6.32%
11/87 -8.20% 2290.09 -4.68%
12/87 7.60% 2464.13 -22.46% 5.30% 5.30%
1/88 4.40% 2572.56 -3.14%
2/88 4.50% 2688.32 -2.58%
3/88 -3.00% 2607.67 5.83% -8.17%
4/88 1.20% 2638.96 -6.22%
5/88 0.60% 2654.80 -6.50%
6/88 4.60% 2776.92 6.49% -6.86%
7/88 -0.20% 2771.36 -11.56%
8/88 -3.60% 2671.59 -17.78%
9/88 4.30% 2786.47 0.34% -12.32%
10/88 2.90% 2867.28 14.94%
11/88 -1.60% 2821.40 23.20%
12/88 1.80% 2872.19 3.08% 16.56% 16.56%
1/89 7.40% 3084.73 19.91%
2/89 -2.60% 3004.53 11.76%
3/89 2.40% 3076.64 7.12% 17.98%
4/89 5.30% 3239.70 22.76%
5/89 3.80% 3362.81 26.67%
6/89 -0.50% 3345.99 8.75% 20.49%
7/89 9.10% 3650.48 31.72%
8/89 1.80% 3716.19 39.10%
9/89 -0.40% 3701.32 10.62% 32.83%
10/89 -2.30% 3616.19 26.12%
11/89 1.90% 3684.90 30.61%
12/89 2.40% 3773.34 1.95% 31.37% 31.37%
1/90 -6.60% 3524.30 14.25%
2/90 1.10% 3563.06 18.59%
3/90 2.70% 3659.27 -3.02% 18.94%
4/90 -2.40% 3571.44 10.24%
5/90 9.50% 3910.73 16.29%
6/90 -0.60% 3887.27 6.23% 16.18%
7/90 -0.20% 3879.49 6.27%
8/90 -9.10% 3526.46 -5.11%
9/90 -4.80% 3357.19 -13.64% -9.30%
10/90 -0.30% 3347.12 -7.44%
11/90 6.30% 3557.99 -3.44%
12/90 2.80% 3657.61 8.95% -3.07% -3.07%
1/91 4.50% 3822.20 8.45%
2/91 7.00% 4089.76 14.78%
3/91 2.50% 4192.00 14.61% 14.56%
4/91 0.30% 4204.58 17.73%
5/91 4.10% 4376.96 11.92%
6/91 -4.50% 4180.00 -0.29% 7.53%
7/91 4.80% 4380.64 12.92%
8/91 2.20% 4477.01 26.95%
9/91 -1.70% 4400.90 5.28% 31.09%
10/91 1.40% 4462.52 33.32%
11/91 -4.10% 4279.55 20.28%
12/91 11.40% 4767.42 8.33% 30.34% 30.34%
1/92 -1.70% 4686.38 22.61%
2/92 1.20% 4742.61 15.96%
3/92 -1.90% 4652.50 -2.41% 10.99%
4/92 3.00% 4792.08 13.97%
5/92 0.30% 4806.46 9.81%
6/92 -1.50% 4734.36 1.76% 13.26%
7/92 4.20% 4933.20 12.61%
8/92 -2.20% 4824.67 7.77%
9/92 1.20% 4882.57 3.13% 10.94%
10/92 0.50% 4906.98 9.96%
11/92 3.30% 5068.91 18.44%
12/92 1.30% 5134.81 5.17% 7.71% 7.71%
1/93 0.90% 5181.02 10.55%
2/93 1.30% 5248.37 10.66%
3/93 2.10% 5358.59 4.36% 15.18%
4/93 -2.30% 5235.34 9.25%
5/93 2.50% 5366.22 11.65%
6/93 0.30% 5382.32 0.44% 13.69%
7/93 -0.30% 5366.18 8.78%
8/93 3.70% 5564.72 15.34%
9/93 -0.80% 5520.21 2.56% 13.06%
10/93 2.20% 5641.65 14.97%
11/93 -1.10% 5579.59 10.07%
12/93 1.20% 5646.55 2.29% 9.97% 9.97%
1/94 3.50% 5844.18 12.80%
2/94 -2.80% 5680.54 8.23%
3/94 -4.30% 5436.28 -3.72% 1.45%
4/94 1.40% 5512.39 5.29%
5/94 1.50% 5595.07 4.26%
6/94 -2.40% 5460.79 0.45% 1.46%
7/94 3.40% 5646.46 5.22%
8/94 4.00% 5872.31 5.53%
9/94 -2.50% 5725.51 4.85% 3.72%
10/94 2.30% 5857.19 3.82%
11/94 -3.70% 5640.48 1.09%
12/94 1.50% 5725.08 -0.01% 1.39% 1.39%
1/95 2.70% 5879.66 0.61%
2/95 3.80% 6103.09 7.44%
3/95 3.00% 6286.18 9.80% 15.63%
4/95 3.00% 6474.77 17.46%
5/95 3.90% 6727.28 20.24%
6/95 2.30% 6882.01 9.48% 26.03%
7/95 3.40% 7116.00 26.03%
8/95 0.20% 7130.23 21.42%
9/95 4.20% 7429.70 7.96% 29.76%
10/95 -0.30% 7407.41 26.47%
11/95 4.30% 7725.93 36.97%
12/95 1.90% 7872.72 5.96% 37.51% 37.51%
1/96 3.50% 8148.27 38.58%
2/96 0.90% 8221.60 34.71%
3/96 1.00% 8303.82 5.48% 32.10%
4/96 1.50% 8428.38 30.17%
5/96 2.50% 8639.08 28.42%
6/96 0.40% 8673.64 4.45% 26.03%
7/96 -4.40% 8292.00 16.53%
8/96 2.10% 8466.13 18.74%
9/96 5.60% 8940.24 3.07% 20.33%
10/96 2.80% 9190.56 24.07%
11/96 7.50% 9879.86 27.88%
12/96 -2.00% 9682.26 8.30% 22.98% 22.98%
1/97 6.20% 10282.56 26.19%
2/97 0.80% 10364.82 26.07%
3/97 -4.10% 9939.86 2.66% 19.70%
4/97 6.00% 10536.25 25.01%
5/97 6.10% 11178.96 29.40%
6/97 4.50% 11682.02 17.53% 34.68%
7/97 8.00% 12616.58 52.15%
8/97 -5.60% 11910.05 40.68%
9/97 5.50% 12565.10 7.56% 40.55%
10/97 -3.30% 12150.45 32.21%
11/97 4.60% 12709.38 28.64%
12/97 1.70% 12925.44 2.87% 33.50% 33.50%
1/98 1.10% 13067.62 27.09%
2/98 7.20% 14008.48 35.15%
3/98 5.10% 14722.92 13.91% 48.12%
4/98 1.00% 14870.15 41.13%
5/98 -1.70% 14617.35 30.76%
6/98 4.10% 15216.66 3.35% 30.26%
7/98 -1.10% 15049.28 19.28%
8/98 -14.50% 12867.14 8.04%
9/98 6.41% 13691.92 -10.02% 8.97%
10/98 8.13% 14805.07 21.85%
11/98 6.10% 15708.18 23.60%
12/98 5.80% 16619.26 21.38% 28.58% 28.58%
1/99 4.20% 17317.26 32.52%
2/99 -3.10% 16780.43 19.79%
3/99 4.00% 17451.65 5.01% 18.53%
4/99 3.90% 18132.26 21.94%
5/99 -2.40% 17697.09 21.07%
6/99 5.50% 18670.43 6.98% 22.70%
7/99 -3.12% 18087.91 20.19%
8/99 -0.50% 17997.47 39.87%
9/99 -2.70% 17511.54 -6.21% 27.90%
10/99 6.30% 18614.76 25.73%
11/99 2.00% 18987.06 20.87%
12/99 5.90% 20107.30 14.82% 20.99% 20.99%
1/00 -5.00% 19101.93 -5.00% 10.31%
</TABLE>
Source: Thomson Financial Software Solutions, Boston, MA
BARCLAY'S CTA INDEX 12-month
(MANAGED FUTURES) holding
periods
ROR QTRLY ANNUAL
1000.00
5.25% 1052.50
0.78% 1060.71
-3.98% 1018.49 1.85%
1.22% 1030.92
3.56% 1067.62
16.46% 1243.35 22.08%
-2.73% 1209.41
3.05% 1246.29
-2.57% 1214.26 -2.34%
-2.25% 1186.94
6.71% 1266.59
-2.18% 1238.97 2.04% 23.90% 23.90%
1.67% 1259.67 19.68%
3.05% 1298.09 22.38%
7.34% 1393.36 12.46% 36.81%
-0.74% 1383.05 34.16%
3.16% 1426.76 33.64%
6.82% 1524.06 9.38% 22.58%
-9.12% 1385.07 14.52%
4.30% 1444.63 15.91%
9.39% 1580.28 3.69% 30.14%
-3.09% 1531.45 29.02%
-4.91% 1456.25 14.97%
-0.73% 1445.62 -8.52% 16.68% 16.68%
18.37% 1711.18 35.84%
-9.05% 1556.32 19.89%
2.04% 1588.07 9.85% 13.97%
-0.82% 1575.05 13.88%
9.82% 1729.72 21.23%
-8.50% 1582.69 -0.34% 3.85%
3.12% 1632.07 17.83%
9.06% 1779.94 23.21%
0.19% 1783.32 12.68% 12.85%
1.83% 1815.95 18.58%
-4.17% 1740.23 19.50%
2.80% 1788.95 0.32% 23.75% 23.75%
1.60% 1817.58 6.22%
-0.96% 1800.13 15.67%
1.97% 1835.59 2.61% 15.59%
-2.53% 1789.15 13.59%
4.12% 1862.86 7.70%
-9.81% 1680.12 -8.47% 6.16%
21.33% 2038.49 24.90%
-8.00% 1875.41 5.36%
3.98% 1950.05 16.07% 9.35%
-4.20% 1868.15 2.87%
-2.98% 1812.48 4.15%
7.33% 1945.33 -0.24% 8.74% 8.74%
2.57% 1995.33 9.78%
4.67% 2088.51 16.02%
-1.06% 2066.37 6.22% 12.57%
-1.98% 2025.45 13.21%
1.34% 2052.60 10.18%
-4.83% 1953.46 -5.46% 16.27%
13.96% 2226.16 9.21%
-1.62% 2190.09 16.78%
-7.69% 2021.68 3.49% 3.67%
6.61% 2155.31 15.37%
4.69% 2256.39 24.49%
8.20% 2441.42 20.76% 25.50% 25.50%
1.87% 2487.07 24.64%
14.14% 2838.74 35.92%
5.62% 2998.28 22.81% 45.10%
-6.23% 2811.49 38.81%
-3.92% 2701.28 31.60%
-1.46% 2661.84 -11.22% 36.26%
3.25% 2748.35 23.46%
5.11% 2888.79 31.90%
-5.56% 2728.17 2.49% 34.95%
-4.40% 2608.13 21.01%
-2.20% 2550.75 13.05%
-0.63% 2534.68 -7.09% 3.82% 3.82%
10.51% 2801.08 12.63%
0.61% 2818.17 -0.72%
3.37% 2913.14 14.93% -2.84%
22.07% 3556.07 26.48%
-1.81% 3491.70 29.26%
-3.24% 3378.57 15.98% 26.93%
4.73% 3538.38 28.75%
-1.69% 3478.58 20.42%
0.72% 3503.63 3.70% 28.42%
0.33% 3515.19 34.78%
8.60% 3817.49 49.66%
4.42% 3986.23 13.77% 57.27% 57.27%
-1.88% 3911.29 39.63%
0.70% 3938.66 39.76%
-3.43% 3803.57 -4.58% 30.57%
-3.95% 3653.33 2.74%
8.95% 3980.30 13.99%
27.40% 5070.90 33.32% 50.09%
-8.23% 4653.57 31.52%
0.54% 4678.70 34.50%
0.80% 4716.13 -7.00% 34.61%
1.37% 4780.74 36.00%
2.62% 4905.99 28.51%
-1.07% 4853.50 2.91% 21.76% 21.76%
1.48% 4925.33 25.93%
-3.47% 4754.42 20.71%
3.65% 4927.96 1.53% 29.56%
-2.50% 4804.76 31.52%
11.92% 5377.49 35.10%
1.28% 5446.32 10.52% 7.40%
-1.74% 5351.55 15.00%
-5.83% 5039.56 7.71%
-3.04% 4886.35 -10.28% 3.61%
-5.99% 4593.66 -3.91%
2.30% 4699.32 -4.21%
5.14% 4940.86 1.12% 1.80% 1.80%
1.54% 5016.95 1.86%
0.79% 5056.58 6.36%
3.02% 5209.29 5.43% 5.71%
4.54% 5445.79 13.34%
-5.49% 5146.82 -4.29%
1.23% 5210.13 0.02% -4.34%
5.62% 5502.93 2.83%
6.69% 5871.08 16.50%
2.78% 6034.30 15.82% 23.49%
1.15% 6103.69 32.87%
-0.47% 6075.00 29.27%
-1.57% 5979.63 -0.91% 21.02% 21.02%
-4.90% 5686.62 13.35%
-0.83% 5639.43 11.53%
4.28% 5880.79 -1.65% 12.89%
-1.89% 5769.65 5.95%
-1.61% 5676.76 10.30%
2.66% 5827.76 -0.90% 11.85%
-3.36% 5631.94 2.34%
-1.92% 5523.81 -5.91%
2.72% 5674.06 -2.64% -5.97%
-0.91% 5622.42 -7.88%
0.26% 5637.04 -7.21%
10.03% 6202.44 9.31% 3.73% 3.73%
-4.53% 5921.47 4.13%
-2.61% 5766.92 2.26%
-1.81% 5662.54 -8.70% -3.71%
-0.80% 5617.24 -2.64%
-0.73% 5576.23 -1.77%
4.44% 5823.81 2.85% -0.07%
4.31% 6074.82 7.86%
2.30% 6214.54 12.50%
-1.61% 6114.49 4.99% 7.76%
0.19% 6126.11 8.96%
1.19% 6199.01 9.97%
-0.86% 6145.69 0.51% -0.91% -0.91%
-1.81% 6034.46 1.91%
5.47% 6364.54 10.36%
-0.50% 6332.72 3.04% 11.84%
3.20% 6535.37 16.34%
0.62% 6575.89 17.93%
0.98% 6640.33 4.86% 14.02%
3.71% 6886.69 13.36%
-3.11% 6672.51 7.37%
-0.85% 6615.79 -0.37% 8.20%
-0.58% 6577.42 7.37%
0.15% 6587.29 6.26%
2.97% 6782.93 2.53% 10.37% 10.37%
-3.30% 6559.09 8.69%
-1.44% 6464.64 1.57%
2.03% 6595.88 -2.76% 4.16%
-1.77% 6479.13 -0.86%
2.78% 6659.25 1.27%
2.50% 6825.73 3.48% 2.79%
-1.04% 6754.74 -1.92%
-3.11% 6544.67 -1.92%
1.68% 6654.62 -2.51% 0.59%
0.08% 6659.94 1.25%
1.68% 6771.83 2.80%
-0.49% 6738.65 1.26% -0.65% -0.65%
-1.79% 6618.03 0.90%
3.40% 6843.04 5.85%
6.42% 7282.36 8.07% 10.41%
1.17% 7367.57 13.71%
0.51% 7405.14 11.20%
-1.29% 7309.61 0.37% 7.09%
-1.23% 7219.71 6.88%
2.33% 7387.93 12.88%
-0.14% 7377.58 0.93% 10.86%
-0.03% 7375.37 10.74%
1.04% 7452.07 10.05%
2.76% 7657.75 3.80% 13.64% 13.64%
2.64% 7859.91 18.77%
-4.77% 7485.00 9.38%
0.59% 7529.16 -1.68% 3.39%
5.96% 7977.90 8.28%
-1.96% 7821.53 5.62%
-0.35% 7794.15 3.52% 6.63%
-1.64% 7666.33 6.19%
-0.82% 7603.47 2.92%
2.22% 7772.26 -0.28% 5.35%
5.49% 8198.96 11.17%
3.47% 8483.46 13.84%
-1.50% 8356.21 7.51% 9.12% 9.12%
3.86% 8678.76 10.42%
3.49% 8981.65 20.00%
-0.59% 8928.66 6.85% 18.59%
-1.38% 8805.44 10.37%
0.32% 8833.62 12.94%
0.08% 8840.69 -0.99% 13.43%
5.69% 9343.72 21.88%
-4.00% 8969.97 17.97%
1.01% 9060.57 2.49% 16.58%
-1.60% 8915.60 8.74%
1.42% 9042.20 6.59%
2.48% 9266.45 2.27% 10.89% 10.89%
0.58% 9320.20 7.39%
-0.99% 9227.93 2.74%
0.54% 9277.76 0.12% 3.91%
-3.39% 8963.24 1.79%
0.76% 9031.36 2.24%
0.36% 9063.87 -2.31% 2.52%
-0.29% 9037.59 -3.28%
5.92% 9572.61 6.72%
3.16% 9875.11 8.95% 8.99%
-0.75% 9801.04 9.93%
-0.93% 9709.90 7.38%
2.12% 9915.74 0.41% 7.01% 7.01%
-1.50% 9767.01 4.79%
2.62% 10022.90 8.61%
-1.22% 9900.62 -0.15% 6.71%
1.80% 10078.84 12.45%
-1.43% 9934.71 10.00%
1.55% 10088.70 1.90% 11.31%
-0.52% 10036.24 11.05%
-0.32% 10004.12 4.51%
0.05% 10009.12 -0.79% 1.36%
-4.21% 9587.74 -2.18%
1.96% 9775.66 0.68%
0.22% 9797.16 -2.12% -1.20% -1.20%
1.42% 9936.28 1.42% 1.73%
Source: Barclay Trading Group, Fairfield, IA
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
113
<PAGE>
Notes to "Managed Futures vs. Stocks" Table:
Stocks are represented by the S&P 500 Index, provided by Thomson Financial
Software Solutions, Boston, MA; managed futures are represented by the Barclay
CTA Index, provided by 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 21
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 illustrates 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.
------------------------
114
<PAGE>
The following chart was prepared by the general partner to illustrate 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 - January 31, 2000. The notes below are an integral
part of the following chart.
IMPROVED PORTFOLIO EFFICIENCY
(JANUARY 1981 -- JANUARY 31, 2000)
<TABLE>
<CAPTION>
Risk/Return Analysis
January 1981 through January 2000
Stocks/Bonds/International Equities/Managed Futures
(Risk/Return Chart Data Points)
Standard Deviation Average Monthly ROR
(x-axis) (Y-axis)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
100% Stocks (S&P 500 Index) 4.2784 1.3887%
100% Bonds (Salomon Corporate Bond Index) 2.6358 0.9424%
100% International Equities (MSCI EAFE Index) 5.0424 1.2081%
100% Managed Futures (Barclay CTA Index) 4.9834 1.1247%
50% Stocks/50% Bonds 2.9144 1.1655%
50% Stocks/30% Bonds/10% Int'l Eqs./10% Mgd. Futures 2.8757 1.2104%
60% Stocks/40% Bonds 3.1297 1.2102%
60% Stocks/30% Bonds/10% Mgd. Futures 3.0160 1.2284%
70% Stocks/30% Bonds 3.3803 1.2548%
70% Stocks/20% Bonds/10% Mgd. Futures 3.2811 1.2731%
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Notes to "Improved Portfolio Efficiency":
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 MSCI EAFE Index, each provided by Thomson Financial Software
Solutions, Boston, MA; 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.
------------------------------------
115
<PAGE>
PROFESSIONAL MANAGEMENT
Professional money management is one of the most significant benefits a
managed futures investment can offer. A professional trading advisor has several
advantages over an individual investor.
* Capitalization -- A professional trading advisor is well capitalized, and
capable of managing market volatility.
* Discipline -- A professional trading advisor applies an established,
disciplined approach to futures trading, with strict money management
policies and techniques.
* Planned Strategy -- A professional trading advisor utilizes a researched
trading strategy designed to reduce risk while seeking long-term profit
opportunities.
* Risk Control -- Professional trading advisors offer a full time
commitment to risk control, applying risk management strategies and years
of research and experience.
* Research and Development -- A professional trading advisor is committed
to ongoing research and development, in an effort to continuously improve
upon existing systems and technology in order to keep pace with industry
developments and potentially capitalize on market opportunities as they
occur.
In considering the advantages of utilizing a professional trading advisor,
you also should consider the fees a trading advisor will be paid to manage a
partnership's account. The monthly management fee for each partnership is 1/12
of 2.0% of the partnership's average month-end net assets, and the monthly
incentive fee is 20.0% of trading profits.
THE TRADING ADVISOR SELECTION PROCESS
Each trading advisor for the partnerships was chosen by the general partner
based upon a strict selection process, including such criteria as performance
history, experience, personnel, and due diligence. The performance history and
trading experience of the trading advisors chosen for the partnerships span a
range of five to twenty-nine years, and each trading advisor employs experienced
personnel. Additionally, the general partner monitors daily each trading
advisor's activities on behalf of a partnership and periodically conducts
on-site due diligence visits to remain abreast of each trading advisor's
continuing efforts toward research and development. This selection process is
described below.
In order for a trading advisor to be selected by the general partner, a
qualitative and quantitative due diligence process is undertaken, considering
the factors described below. The general partner's primary objective in the
selection process is to allocate assets to trading advisors with
well-established performance histories and whom it believes have the potential
to continue to be successful in the future.
Monitoring is an important second phase in the due diligence process. The
general partner has invested significant resources into its proprietary Fund
Management System, a comprehensive computerized management system. This
sophisticated system produces daily control reports generated from actual
trading data and enables the general partner to closely monitor the activity and
performance of trading advisors relative to their historical profile.
Monitoring also occurs on a periodic basis by discussing with the trading
advisors their performance relative to profile and peer trading advisors, recent
market conditions and trading opportunities. Ongoing research and development,
and continued on-site due diligence visits are conducted. While the due
diligence process cannot guarantee future success, the general partner believes
the process can provide the basis for sound decision-making and can increase the
potential for future success.
116
<PAGE>
Trading Advisor Evaluation and Selection
<TABLE>
<S> <C>
Screening Trading advisors are screened from a pool of
approximately 400.
Evaluation Trading advisors are categorized and evaluated based
on quantitative and qualitative factors.
Selection Trading advisors are selected based on quantitative
and qualitative analysis
Monitoring Daily and periodic monitoring and reporting takes
place on an ongoing basis
</TABLE>
Trading advisors are analyzed by a combination of qualitative and
quantitative factors, including:
Qualitative Factors
* Experience of staff responsible for development and management of trading
approach
* Development of trading advisor's profile
* Consistency of trading approach
* On-site office visit to trading advisor headquarters
* Ongoing commitment to research and
development
* Flexibility to expand in order to meet demands of growth in assets
Quantitative Measures
* Review of historic performance returns
* Review of performance versus managed futures industry
* Review of risk, including standard deviation of monthly returns and worst
decline periods
* Scrutiny of performance in key periods
* Leverage policies of trading advisors
* Correlation analysis of trading advisor returns versus managed futures
industry indices and other asset class indices.
FUTURES, FORWARDS, AND OPTIONS TRADED
Adding managed futures investments to a traditional portfolio of stocks and
bonds can provide qualified investors with access to major world economic
markets. At any given time, managed futures investments can participate in a
broad array of markets, selected from among the 75 global futures and forward
markets on approximately 20 exchanges worldwide.
PARTICIPATION IN OVER 75 MARKETS WORLDWIDE
plus Energies, Agriculturals, and Metals
<TABLE>
<CAPTION>
UNITED STATED UNITED KINGDOM FRANCE GERMANY
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bonds, Bills & Notes Long Gilt National Bond Bund
Dollar Short Selling Pibor Mark
S&P 500 Pound Franc DAX
FTSE 100 CAC 40
RUSSIA CHINA JAPAN AUSTRALIA
- -------------------------------------------------------------------------------------------------
Ruble Hang Seng Index Government Bonds 3-year & 10-year bonds
Yen Dollar
Nikkei 225 All Ordinaries Index
</TABLE>
117
<PAGE>
MAJOR FUTURES MARKETS TRADED
<TABLE>
<S> <C> <C> <C>
AGRICULTURALS FOREIGN EXCHANGE STOCK INDICES INTEREST RATES
- -------------------- -------------------- -------------------- --------------------
Azuki (R. Beans) Australian dollar ASE All Ordinaries Australian bonds
Corn Brazilian real CAC 40 Index British bonds
Feeder cattle British pound DAX Canadian bonds
Live cattle Canadian dollar Dow Jones Euro bonds
Lean hogs Czech koruna Industrial Eurodollar
Oats Euro E-mini S&P French bonds
Pork bellies French franc FTSE 100 Index German bonds
Soybean meal German mark Hang Seng Index Italian bonds
Soybean oil Greek drachma IBEX-35 PLUS Japanese bonds
Soybeans Hong Kong dollar Mexican IPC Mexican bonds
Wheat Indonesian rupiah MIB 30 New Zealand bonds
Japanese yen NASDAQ 100 Index Spanish bonds
Malaysian ringgit Nikkei 225 Index Swiss bonds
Mexican peso NYSE Composite U.S. Treasury bonds
New Zealand dollar S&P 500 Index U.S. Treasury notes
Norwegian krone Swedish
Singapore dollar Taiwan
South African rand Topix
Spanish peseta Toronto
Swedish krona
Swiss franc
Thai baht
U.S. dollar
METALS SOFT ENERGIES
- -------------------- -------------------- --------------------
Aluminum Cocoa Crude oil
Copper Coffee Gas oil
Lead Cotton Heating oil
Gold Lumber Natural gas
Nickel Orange juice Unleaded gas
Palladium Rubber
Platinum Sugar
Silver
Tin
Zinc
</TABLE>
Each partnership normally trades a portfolio of diverse futures, forwards
and options, but may trade a greater or lesser number of futures, forwards and
options, from time to time. Each limited partner will obtain greater
diversification in futures, forwards and options traded than would be possible
trading individually, unless substantially more than the minimum investment
described herein were committed to the futures, forwards and options markets.
EXCHANGE RIGHT
At the sixth month-end after a person first becomes a limited partner in
any Charter Series partnership, and each calendar month thereafter, a limited
partner may shift his investment among the partnerships. 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 Charter Series
exchange.
118
<PAGE>
DIVERSIFIED PROFESSIONAL TRADING MANAGEMENT
Trading decisions for each partnership will be made by a trading advisor
retained by the general partner. The trading approaches employed on behalf of
each partnership by its trading advisor 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 two or all three of the partnerships. For example, an investor owning
units of all three partnerships in the Charter Series would have the benefit of
having his investment managed by three different trading advisors.
LIMITED LIABILITY
Unlike an individual who invests directly in futures, forwards and options,
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.
INTEREST INCOME
Many commodity brokers permit accounts above a certain size to deposit
margin for futures, forwards, and options 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. Dean Witter credits each
partnership at each month-end with interest income as if 100% of each
partnership's average daily net assets for the month were invested at a
prevailing rate on U.S. Treasury bills. 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 Dean Witter
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, forwards, and options.
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, forwards, and options 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.
119
<PAGE>
SUPPLEMENTAL PERFORMANCE INFORMATION
The tables on the following pages contain summary performance information
and certain other data for each partnership, supplementing the information in
Part I of this prospectus.
- --------------------------------------------------------------------------------
CHARTER GRAHAM
Graham currently trades 100% of Charter Graham's assets pursuant to its Global
Diversified Program. Except for the section "Charter Graham Statistics," all of
the information below pertains to Graham's Global Diversified Program. The
performance information contained in "Pro Forma Risk Analysis" and the charts on
the following page were based on a pro forma, prepared by the general partner,
of Graham's Global Diversified Program, adjusted for the leverage used, and the
brokerage, management, and incentive fees payable by Charter Graham. All of the
performance data below is as of January 31, 2000.
- --------------------------------------------------------------------------------
CHARTER GRAHAM STATISTICS
Trading Advisor: Graham Capital Management, L.P.
Began Trading: March 1999
Net Assets in Fund: $21,491,266
Minimum Investment: $20,000
Avg. Leverage Employed: 3-5x
Monthly Management Fee: 1/12 of 2% of Beg. Net Assets
Monthly Brokerage Fee: 1/12 of 7% of Beg. Net Assets
Monthly Incentive Fee: 20% of Monthly Trading Profits
Investment Style: Technical
- --------------------------------------------------------------------------------
PRO FORMA RISK ANALYSIS
Compounded Annual Rate of Return: 16.10%
Standard Deviation of Monthly Returns: 6.03%
Annualized Standard Deviation: 20.89%
Sharpe Ratio: 0.53
Largest Decline Period (4/98 - 7/98): -19.34%
Average Recovery (No. of months): 4.00
Average Monthly Loss: -4.31%
Standard Deviation of Monthly Loss: 2.74%
% of Losing Months: 41.67%
Average Monthly Gain: 5.52%
Standard Deviation of Monthly Gain: 4.04%
% of Winning Months: 58.33%
- --------------------------------------------------------------------------------
CURRENT SECTOR PARTICIPATION
Foreign Exchange 38%
Interest Rates 27%
Stock Indices 13%
Agriculturals 11%
Energies 3%
Metals 8%
- --------------------------------------------------------------------------------
TRADING STRATEGY
Graham relies on technical information as the basis for its systematic trading
decisions. Graham believes that it can, over time, anticipate market events
using multiple quantitative mathematical models to determine its systematic
trading activities. The objective of the trading system is to identify positions
in markets where the price action of a particular market signals the
computerized systems used by Graham 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 a particular market. As a result of
this analysis, the programs 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. One of the most important objectives of Graham's
programs is to strategically reduce leverage in markets where it has achieved
significant profits prior to substantial price reversal using proprietary
techniques designed to reduce volatility, without diluting net returns. The
owners and employees of Graham have a significant amount invested in Graham's
trading programs.
- ------------------------------------------------------------
FUTURES MARKETS TRADED
Markets traded may include but are not limited to the following:
<TABLE>
<S> <C> <C>
AGRICULTURALS FOREIGN STOCK
Corn EXCHANGE INDICES
Lean Hogs Australian dollar CAC 40 Index
Soybean Meal British pound DAX Index
Soybean Oil Canadian dollar DJIA Index
Wheat Euro FTSE 100 Index
SOFTS Japanese yen IBEX-35 PLUS Index
Cocoa Korean Won NASDAQ 100 Index
Coffee Mexican peso Nikkei 225 Index
Cotton New Zealand dollar Russell 1000 Index
Sugar Singapore dollar S&P 500 Index
ENERGIES South African rand Topix
Crude Oil Swedish krona INTEREST
Natural Gas Swiss franc RATES
METALS Thai baht Australian bonds
Aluminum U.S. Dollar Index British bonds
Copper Cross rates Eurobonds
Gold German bonds
Lead Japanese bonds
Nickel Swiss bonds
Zinc U.S. bonds
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
120
<PAGE>
- --------------------------------------------------------------------------------
GRAHAM'S GLOBAL DIVERSIFIED PROGRAM PRO FORMA PERFORMANCE
<TABLE>
<S> <C> <C> <C> <C> <C>
1995 1996 1997 1998 1999 2000
39.29% 18.43% 7.12% 13.41% 3.30% 1.90%
(11 months) (1 month)
</TABLE>
- --------------------------------------------------------------------------------
ROLLING 12-MONTH PRO FORMA PERFORMANCE VS. BARCLAY CTA INDEX
[CHART]
- --------------------------------------------------------------------------------
HISTORICAL PERFORMANCE COMPARISON (1/31/95 = $1,000)
[CHART]
- --------------------------------------------------------------------------------
CORRELATION ANALYSIS (2/95 - 1/00)
<TABLE>
<S> <C> <C> <C> <C> <C>
Graham
Pro
Forma BAR S&P SAL EAFE
Graham's Global Diversified Program - Pro Forma 1.00 0.69 -0.00 0.23 -0.01
Barclay CTA Index 1.00 0.06 0.35 -0.02
S & P 500 Index 1.00 0.34 0.70
Salomon Corporate Bond Index 1.00 0.01
MSCI EAFE Index 1.00
</TABLE>
- --------------------------------------------------------------------------------
The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Barclay CTA
Index performance data for managed futures is provided by the Barclay Trading
Group Ltd., Fairfield, IA.
Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
121
<PAGE>
- --------------------------------------------------------------------------------
CHARTER MILLBURN
Millburn currently trades 100% of Charter Millburn's assets pursuant to its
Diversified Portfolio. Except for the section "Charter Millburn Statistics," all
of the information below pertains to Millburn's Diversified Portfolio. The
performance information contained in "Pro Forma Risk Analysis" and the charts on
the following page were based on a pro forma, prepared by the general partner,
of Millburn's Diversified Portfolio, adjusted for the brokerage, management, and
incentive fees payable by Charter Millburn. All of the performance data below is
as of January 31, 2000.
- --------------------------------------------------------------------------------
CHARTER MILLBURN STATISTICS
Trading Advisor: Millburn Ridgefield Corporation
Began Trading: March 1999
Net Assets in Fund $24,127,913
Minimum Investment: $20,000
Average Leverage Employed: 5-6x
Monthly Management Fee: 1/12 of 2% of Beg. Net Assets
Monthly Brokerage Fee: 1/12 of 7% of Beg. Net Assets
Monthly Incentive Fee: 20% of Monthly Trading Profits
Investment Style: Technical
- --------------------------------------------------------------------------------
PRO FORMA RISK ANALYSIS
Compounded Annual Rate of Return: 17.64%
Standard Deviation of Monthly Returns: 6.83%
Annualized Standard Deviation: 23.65%
Sharpe Ratio: 0.53
Largest Decline Period (4/86 - 12/86): -32.74%
Average Recovery (No. of Months): 3.58
Average Monthly Loss: -4.59%
Standard Deviation of Monthly Loss: 3.97%
% of Losing Months: 41.52%
Average Monthly Gain: 5.98%
Standard Deviation of Monthly Gain: 4.70%
% of Winning Months: 58.48%
- --------------------------------------------------------------------------------
CURRENT SECTOR PARTICIPATION
Foreign Exchange 38%
Interest Rates 26%
Stock Indices 7%
Agriculturals & Softs 10%
Energies 11%
Metals 8%
- --------------------------------------------------------------------------------
TRADING STRATEGY
Millburn adheres to a multi-time frame trend-following trading system.
Millburn's trading methodology is quantitative and systematic. Computerized
trading systems generate signals, which are implemented by Millburn's
professional 24-hour trading staff. All trading systems utilized by Millburn
have been created at the firm, where research efforts are facilitated by an
extensive "in-house" database. The primary focus of Millburn's methodology is
risk management, and the senior officers of the firm constantly monitor the
entire process. Principals and employees of Millburn have a significant amount
invested in Millburn's trading programs.
Trading and risk management in each market is controlled by a four-tiered set of
systems. Level one involves the selection and combination of medium-term
directional models. Following extensive testing, the best three or four
directional models are carefully chosen for each market. The second level of
Millburn's methodology is the implied option overlay. When the situation exists,
Millburn will implement option positions in the direction of the underlying
trend. The third level of the multi-tiered approach is the short-term tick
trading system. By analyzing minute-by-minute price data, Millburn is able to
isolate times when short-term trades against major trends may be profitable. The
fourth level of Millburn's trading methodology is the historical volatility
overlay. This overlay adjusts the size of the positions, not the direction. Once
chosen, these four levels of systems work together to signal which markets to
trade, how large a position to take, and whether to be long or short the
instrument in question.
- --------------------------------------------------------------------------------
FUTURES MARKETS TRADED
Markets traded may include but are not limited to the following:
<TABLE>
<S> <C> <C>
AGRICULTURALS FOREIGN STOCK
Corn EXCHANGE INDICES
Wheat British pound Hang Seng Index
SOFTS Canadian dollar Nikkei Index
Cocoa Danish kronor S&P 500 Index
Coffee Euro Topix
Cotton German mark INTEREST
Sugar Hong Kong dollar RATES
ENERGIES Japanese yen British bonds
Crude Oil Korean won Euro bonds
Gas Oil Norwegian krone German bonds
Heating Oil Singapore dollar Japanese bonds
Natural Gas Swiss franc U.S. bonds
Unleaded Gas Thai baht
METALS Exotic currencies
Aluminum Cross rates
Copper
Gold
Zinc
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
122
<PAGE>
- --------------------------------------------------------------------------------
MILLBURN'S DIVERSIFIED PORTFOLIO PRO FORMA PERFORMANCE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989
10.55% 23.93% 70.18% 74.85% 42.56% 33.80% -6.42% 27.12% 27.54% -18.10% 39.15% 3.19% -3.99%
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000
3.67% 12.24% 7.84% 7.77% 25.77% 13.59% 7.60% 4.70% -6.24% 1.85%
(1 month)
<CAPTION>
1977 1990
<S> <C>
10.55% 53.71%
1991
3.67%
</TABLE>
- --------------------------------------------------------------------------------
ROLLING 12-MONTH PRO FORMA PERFORMANCE VS. BARCLAY CTA INDEX
[CHART]
- --------------------------------------------------------------------------------
HISTORICAL PERFORMANCE COMPARISON (12/80 = $1,000)
[CHART]
- --------------------------------------------------------------------------------
CORRELATION ANALYSIS (1/81 - 1/00)
<TABLE>
<S> <C> <C> <C> <C> <C>
Millburn
Pro
Forma BAR S&P SAL EAFE
Millburn's Diversified Portfolio - Pro Forma 1.00 0.79 0.04 0.08 -0.02
Barclay CTA Index 1.00 0.01 0.06 -0.03
S & P 500 Index 1.00 0.39 0.50
Salomon Corporate Bond Index 1.00 0.18
MSCI EAFE Index 1.00
</TABLE>
- --------------------------------------------------------------------------------
The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Barclay CTA
Index performance data for managed futures is provided by the Barclay Trading
Group Ltd., Fairfield, IA.
Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
123
<PAGE>
- --------------------------------------------------------------------------------
CHARTER WELTON
Welton currently trades 100% of Charter Welton's assets pursuant to its
Diversified Portfolio. Except for the section "Charter Welton Statistics," all
of the information below pertains to Welton's Diversified Portfolio. The
performance information contained in "Pro Forma Risk Analysis" and the charts on
the following page were based on a pro forma, prepared by the general partner,
of Welton's Diversified Portfolio, adjusted for the brokerage, management, and
incentive fees payable by Charter Welton. All of the performance data below is
as of January 31, 2000.
- --------------------------------------------------------------------------------
CHARTER WELTON STATISTICS
Trading Advisor: Welton Investment Corporation
Began Trading: March 1999
Net Assets in Fund: $22,059,310
Minimum Investment: $20,000
Average Leverage Employed: 4-5x
Monthly Management Fee: 1/12 of 2% of Beg. Net Assets
Monthly Brokerage Fee: 1/12 of 7% of Beg. Net Assets
Monthly Incentive Fee: 20% of Monthly Trading Profits
Investment Style: Technical
- --------------------------------------------------------------------------------
PRO FORMA RISK ANALYSIS
Compounded Annual Rate of Return: 11.32%
Standard Deviation of Monthly Returns: 6.15%
Annualized Standard Deviation: 21.31%
Sharpe Ratio: 0.30
Largest Decline Period (2/96 - 8/96): -26.61%
Average Recovery (No. of months): 2.82
Average Monthly Loss: -4.14%
Standard Deviation of Monthly Loss: 3.13%
% of Losing Months: 46.81%
Average Monthly Gain: 5.68%
Standard Deviation of Monthly Gain: 4.14%
% of Winning Months: 53.19%
- --------------------------------------------------------------------------------
AVERAGE SECTOR PARTICIPATION
Foreign Exchange 27%
Interest Rates 40%
Stock Indices 14%
Agriculturals 5%
Energies 5%
Metals 9%
- --------------------------------------------------------------------------------
TRADING STRATEGY
Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.
Ongoing research and development is a focused commitment of resources to improve
the consistency and quality of performance. It is Welton's position that no
single type of market movement, trading time frame, overall macroeconomic
environment, nor any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. Some principals of Welton have a significant amount of their
personal capital invested in the Diversified Portfolio.
- --------------------------------------------------------------------------------
FUTURES MARKETS TRADED
Markets traded may include but are not limited to the following:
<TABLE>
<S> <C> <C>
AGRICULTURALS METALS STOCK
Azuki (R. Beans) Aluminum INDICES
Corn Copper ASE All Ordinaries
Goldman Sachs Lead CAC 40 Index
Commodity Index Gold DAX Index
Live Cattle Nickel DJIA Index
Lean Hogs Palladium FTSE 100 Index
Pork Bellies Platinum Hang Seng Index
Soybean Meal Silver IBEX-35 PLUS Index
Soybean Oil Tin MIB 30 Index
Soybeans Zinc MSCI Hong Kong Index
Wheat FOREIGN MSCI Taiwan Index
SOFTS EXCHANGE NASDAQ 100 Index
Cocoa Australian dollar Nikkei 225 Index
Coffee British pound OMX Stock Index
Cotton Canadian dollar S&P 500 Index
Lumber Euro INTEREST
Orange Juice Japanese yen RATES
Rubber Mexican peso Australian bonds
Sugar New Zealand dollar British bonds
ENERGIES South African rand Canadian bonds
Crude Oil Swiss franc Euro bonds
Heating Oil Swedish Krona German bonds
Natural Gas Cross rates Italian bonds
Unleaded Gas Japanese bonds
New Zealand bonds
U.S. Treasury bonds
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
124
<PAGE>
- --------------------------------------------------------------------------------
WELTON'S DIVERSIFIED PORTFOLIO PRO FORMA PERFORMANCE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997 1998 1999
-3.73% 47.05% 1.26% 37.68% 5.74% 19.24% 16.03% -14.32%
(9 months)
<CAPTION>
1992 2000
<S> <C>
-3.73% -6.37%
(9 months) (1 month)
</TABLE>
- --------------------------------------------------------------------------------
ROLLING 12-MONTH PRO FORMA PERFORMANCE VS. BARCLAY CTA INDEX
[CHART]
- --------------------------------------------------------------------------------
HISTORICAL PERFORMANCE COMPARISON (3/31/92 = $1,000)
[CHART]
- --------------------------------------------------------------------------------
CORRELATION ANALYSIS (4/92 - 1/00)
<TABLE>
<S> <C> <C> <C> <C> <C>
Welton
Pro
Forma BAR S&P SAL EAFE
Welton's Diversified Portfolio - Pro Forma 1.00 0.75 0.15 0.36 0.09
Barclay CTA Index 1.00 -0.03 0.22 -0.05
S & P 500 Index 1.00 0.38 0.56
Salomon Corporate Bond Index 1.00 0.11
MSCI EAFE Index 1.00
</TABLE>
- --------------------------------------------------------------------------------
The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Barclay CTA
Index performance data for managed futures is provided by the Barclay Trading
Group Ltd., Fairfield, IA.
Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
125
<PAGE>
The following charts were prepared by the general partner to illustrate the
change in fund assets from March 1, 1999 (inception of trading) through
January 31, 2000 to reflect each partnership's performance and net additions of
capital.
CHARTER GRAHAM
FUND ASSET HISTORY
Feb-99 Dec-99 Jan-00
Charter Graham $4.4 $20.7 $21.5
Net Assets in millions
CHARTER MILLBURN
FUND ASSET HISTORY
Feb-99 Dec-99 Jan-00
Charter Millburn $4.8 $23.3 $24.1
Net Assets in millions
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
126
<PAGE>
CHARTER WELTON
FUND ASSET HISTORY
Feb-99 Dec-99 Jan-00
Charter Welton $5.8 $23.1 $22.1
Net Assets in millions
The following charts were prepared by the general partner to illustrate the
monthly performance, on a net asset value basis, of each partnership versus that
of the MAR Index, from March 1, 1999 (inception of trading) through January 31,
2000. The MAR Index represents the dollar-weighted average performance of public
managed futures funds. To qualify for inclusion in the MAR Index, an investment
product must appear in MAR's fund performance tables. MAR imposes no minimum
size restrictions on the public managed futures funds that it tracks. As of
January 31, 2000, there were 78 public managed futures funds included in the
calculation of the MAR Index.
CHARTER GRAHAM VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON
Feb-99 10.00
Mar-99 -8.00% 9.20
Apr-99 4.24% 9.59
May-99 -5.94% 9.02
Jun-99 6.65% 9.62
Jul-99 -2.60% 9.37
Aug-99 4.70% 9.81
Sep-99 1.22% 9.93
Oct-99 -6.04% 9.33
Nov-99 1.82% 9.50
Dec-99 8.32% 10.29
Jan-00 2.53% 10.55
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
127
<PAGE>
CHARTER MILLBURN VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON
Feb-99 10.00
Mar-99 -0.50% 9.95
Apr-99 5.03% 10.45
May-99 -3.54% 10.08
Jun-99 5.16% 10.60
Jul-99 -3.77% 10.20
Aug-99 0.98% 10.30
Sep-99 0.19% 10.32
Oct-99 -12.69% 9.01
Nov-99 1.44% 9.14
Dec-99 1.53% 9.28
Jan-00 2.16% 9.48
CHARTER WELTON VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON
Feb-99 10.00
Mar-99 -7.70% 9.23
Apr-99 0.33% 9.26
May-99 -3.46% 8.94
Jun-99 3.02% 9.21
Jul-99 -4.13% 8.83
Aug-99 -3.17% 8.55
Sep-99 -2.22% 8.36
Oct-99 -6.94% 7.78
Nov-99 6.43% 8.28
Dec-99 7.85% 8.93
Jan-00 -6.05% 8.39
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
128
<PAGE>
The following charts were prepared by the general partner to illustrate the
performance, on a rate of return basis, of each partnership versus that of the
MAR Index, from March 1, 1999 (inception of trading) through January 31, 2000.
CHARTER GRAHAM VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Millburn
Total Return Annualized Return Total Return Annualized Return
<S> <C> <C> <C> <C> <C>
YTD 0.69% 2.53% 31-Jan-00
1 YR. -0.43% -0.43% 5.50% 5.50% 31-Jan-99
2 YR. N/A N/A N/A N/A 31-Jan-98
3 YR. N/A N/A N/A N/A 31-Jan-97
5 YR. N/A N/A N/A N/A 31-Jan-95
10 YR. N/A N/A N/A N/A 31-Jan-90
ITD -0.43% -0.46% 5.50% 5.97% 28-Feb-99
</TABLE>
CHARTER MILLBURN VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Millburn
Total Return Annualized Return Total Return Annualized Return
<S> <C> <C> <C> <C> <C>
YTD 0.69% 2.16% 31-Jan-00
1 YR. N/A N/A N/A N/A 31-Jan-99
2 YR. N/A N/A N/A N/A 31-Jan-98
3 YR. N/A N/A N/A N/A 31-Jan-97
5 YR. N/A N/A N/A N/A 31-Jan-95
10 YR. N/A N/A N/A N/A 31-Jan-90
ITD -0.43% -0.46% -5.20% -5.62% 28-Feb-99
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
129
<PAGE>
CHARTER WELTON VS.
MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Welton
Total Return Annualized Return Total Return Annualized Return
<S> <C> <C> <C> <C> <C>
YTD 0.69% -6.05% 31-Jan-00
1 YR. N/A N/A N/A N/A 31-Jan-99
2 YR. N/A N/A N/A N/A 31-Jan-98
3 YR. N/A N/A N/A N/A 31-Jan-97
5 YR. N/A N/A N/A N/A 31-Jan-95
10 YR. N/A N/A N/A N/A 31-Jan-90
ITD -0.43% -0.46% -16.10% -17.31% 28-Feb-99
</TABLE>
The following charts were prepared by the general partner to illustrate
certain period performance and statistical information relating to the
partnerships, from March 1, 1999 (inception of trading) through January 31,
2000.
CHARTER GRAHAM
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
Month-End
Monthly NAV/ Qrtly Annual
Month Return Unit Return Return
<S> <C> <C> <C> <C>
Feb-99 10.00
Mar-99 -8.00% 9.20 -8.00%
Apr-99 4.24% 9.59
May-99 -5.94% 9.02
Jun-99 6.65% 9.62 4.57%
Jul-99 -2.60% 9.37
Aug-99 4.70% 9.81
Sep-99 1.22% 9.93 3.22%
Oct-99 -6.04% 9.33
Nov-99 1.82% 9.50
Dec-99 8.32% 10.29 3.63% 2.90%
Jan-00 2.53% 10.55 2.53% 2.53%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
130
<PAGE>
CHARTER MILLBURN
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
Month-End
Monthly NAV/ Qrtly Annual
Month Return Unit Return Return
<S> <C> <C> <C> <C>
Feb-99 10.00
Mar-99 -0.50% 9.95 -0.50%
Apr-99 5.03% 10.45
May-99 -3.54% 10.08
Jun-99 5.16% 10.60 6.53%
Jul-99 -3.77% 10.20
Aug-99 0.98% 10.30
Sep-99 0.19% 10.32 -2.64%
Oct-99 -12.69% 9.01
Nov-99 1.44% 9.14
Dec-99 1.53% 9.28 -10.08% -7.20%
Jan-00 2.16% 9.48 2.16% 2.16%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
CHARTER WELTON
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
Month-End
Monthly NAV/ Qrtly Annual
Month Return Unit Return Return
<S> <C> <C> <C> <C>
Feb-99 10.00
Mar-99 -7.70% 9.23 -7.70%
Apr-99 0.33% 9.26
May-99 -3.46% 8.94
Jun-99 3.02% 9.21 -0.22%
Jul-99 -4.13% 8.83
Aug-99 -3.17% 8.55
Sep-99 -2.22% 8.36 -9.23%
Oct-99 -6.94% 7.78
Nov-99 6.43% 8.28
Dec-99 7.85% 8.93 6.82% -10.70%
Jan-00 -6.05% 8.39 -6.05% -6.05%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
131
<PAGE>
GLOSSARY OF TERMS
The following glossary may assist prospective investors in understanding
certain terms used in this prospectus:
Charter Series exchange. A redemption of units in a Charter Series
partnership with the proceeds used to purchase units of one or both of the other
partnerships in the Charter Series.
Clearing broker. The entity responsible for assuring that futures and
options trades are properly processed and recorded or "cleared" by the
clearinghouse affiliated with the exchange on which the trades took place.
Commodity broker. The entity responsible for assuring that futures and
options trades for a client are properly processed and recorded or "cleared" by
the clearinghouse affiliated with the exchange on which the trade took place and
for holding the client's funds deposited with it as margin for the trades. In
the U.S., commodity brokers are registered under the Commodity Exchange Act as
futures commission merchants.
Commodity pool. A partnership, trust or similar form of collective
investment vehicle which consolidates funds from investors for the purpose of
trading in commodity futures and options contracts.
Commodity pool operator. Any person or entity that solicits funds in
connection with the sale of interests in a commodity pool or that manages the
operations of a commodity pool. A commodity pool operator must register under
the Commodity Exchange Act.
Counter-trend liquidations. Closing out a position after a significant
price move on the assumption that the market is due for a correction.
Cross rate. The trading of one foreign currency against another foreign
currency.
Daily price fluctuation limit. The maximum permitted fluctuation imposed
by commodity exchanges in the price of a commodity futures contract for a given
commodity that can occur on an exchange on a given day in relation to the
previous day's settlement price, which maximum permitted fluctuation is subject
to change from time to time by the exchange. These limits generally are not
imposed on option contracts or outside the U.S.
Delivery. The process of satisfying a futures contract or a forward
contract by transferring ownership of a specified quantity and grade of a
commodity, product or instrument to the purchaser of the contract.
Exchange for physical. A transaction permitted under the rules of futures
exchanges in which two parties exchange a cash market (physical) commodity
position for a futures contract (or vice versa) without making a trade on the
exchange. The prices at which such transactions are executed are negotiated
between the parties.
Forward contract. A cash market transaction in which the buyer and seller
agree to the purchase and sale of a specific quantity of a commodity, product,
instrument or currency for delivery at some future time under such terms and
conditions as the two may agree upon.
Fundamental analysis. The analysis of fundamental market information such
as supply and demand levels, weather, economic indicators and geopolitical
events.
Futures contract. A contract providing for the delivery or receipt at a
future date of a specified amount and grade of a traded commodity, product,
instrument, or indices at a specified price and delivery point, or for cash
settlement. A market participant can make a futures contract to buy or sell the
underlying commodity, product, instrument, or index. The contractual obligations
may be satisfied either by taking or making, as the case may be, physical
delivery of the commodity, product, instrument, or index or by making an
offsetting sale or purchase of an equivalent but opposite futures contract on
the same, or a mutually offsetting, exchange prior to the designated date of
delivery.
Long contract or long position. A contract to accept delivery (i.e., to
buy) a specified amount of a commodity, product, instrument, or index at a
future date at a specified price.
132
<PAGE>
Margin. A good faith deposit with a broker to assure fulfillment of a
purchase or sale of a futures, forward or options contract. Margins on these
contracts do not usually involve the payment of interest.
Margin call. A demand for additional funds after the initial good faith
deposit required to maintain a customer's account in compliance with the
requirements of a particular commodity exchange or of a commodity broker.
Non-Charter Series exchange. The use of proceeds from the redemption of
interests from another commodity pool for which Dean Witter acts as general
partner and commodity pool operator to acquire units in one or more of the
Charter Series of Partnerships.
Notional funds. The amount by which the nominal account size exceeds the
amount of actual funds in the account.
Open position. A contractual commitment arising under a long contract or a
short contract that has not been extinguished by an offsetting trade or by
delivery.
Option on a futures contract. A contract that gives the purchaser of the
option, in exchange for a one-time payment known as premium, the right, but not
the obligation, to buy or sell a futures contract at a specified price within a
specified period of time. The seller of an option on a futures contract receives
the premium payment and has the obligation to buy or sell the futures contract
at the specified price within the specified period of time.
Outrights. The trading of one foreign currency against the U.S. dollar as
compared to a cross rate trade between two non-U.S. currencies.
Parameters. A value that can be freely assigned in a trading system in
order to vary the timing of signals.
Pattern Recognition. The ability to identify patterns that appeared to act
as precursors of price advances or declines in the past.
Resistance. A previous high. A price level over the market where selling
pressure overcomes buying pressure and a price advantage is turned back.
Secular Trend. Intermediate upswings and downswings in price that over a
long period of time constitutes a big move.
Short contract or short position. A contract to make delivery of (sell) a
specified amount of a commodity, product, instrument or index at a future date
at a specified price.
Speculative position limit. The maximum number of speculative futures or
option contracts in any one commodity (on one exchange), imposed by the CFTC or
a U.S. commodity exchange, that can be held or controlled at one time by one
person or a group of persons acting together. These limits generally are not
imposed for trading on markets or exchanges outside the U.S.
Stop-loss order. An order to buy or sell at the market when a definite
price is reached, either above or below the price of the instrument that
prevailed when the order was given.
Support. A previous low. A price level under the market where buying
interest is sufficiently strong to overcome selling pressure.
Systematic technical charting systems. A system that is technical in
nature and based on chart patterns as opposed to pure mathematical calculations.
Technical analysis. The analysis of technical market information by a
trading advisor such as analyzing actual daily, weekly and monthly price
fluctuations, trading volume variations, and changes in numbers of open
positions in various futures and options contracts.
Trading advisor. Any person or entity that provides advice as to the
purchase or sale of futures or options contracts. A commodity trading advisor
must register under the Commodity Exchange Act.
133
<PAGE>
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 December 31, 1999 and the related statements of
operations, changes in partners' capital, and cash flows for the period from
March 1, 1999 to December 31, 1999. 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 audit 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 financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements 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. at December 31, 1999 and the results of their
operations and their cash flows for the period from March 1, 1999 (commencement
of operations) to December 31, 1999 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
February 14, 2000
(March 3, 2000 as to Note 6)
New York, New York
F-1
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
$
ASSETS
Equity in futures interests trading accounts:
Cash.................................................................... 19,067,800
Net unrealized gain on open contracts................................... 1,070,531
----------
Total Trading Equity................................................. 20,138,331
Interest receivable (DWR and Carr)........................................ 78,774
Subscriptions receivable.................................................. 811,200
----------
Total Assets......................................................... 21,028,305
----------
----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable..................................................... 228,143
Accrued brokerage fees (DWR)............................................ 108,150
Accrued management fee.................................................. 30,900
----------
Total Liabilities.................................................... 367,193
----------
Partners' Capital
Limited Partners (1,984,358.367 Units).................................. 20,424,608
General Partner (22,977.618 Units)...................................... 236,504
----------
Total Partners' Capital................................................. 20,661,112
----------
Total Liabilities and Partners' Capital................................... 21,028,305
----------
----------
NET ASSET VALUE PER UNIT.................................................. 10.29
----------
----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
$
ASSETS
Equity in futures interests trading accounts:
Cash.................................................................... 21,677,769
Net unrealized gain on open contracts................................... 920,823
----------
Total Trading Equity................................................. 22,598,592
Subscriptions receivable.................................................. 1,013,235
Interest receivable (DWR and Carr)........................................ 96,202
----------
Total Assets......................................................... 23,708,029
----------
----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable..................................................... 237,975
Accrued brokerage fees (DWR)............................................ 129,371
Accrued management fee.................................................. 36,963
----------
Total Liabilities.................................................... 404,309
----------
Partners' Capital
Limited Partners (2,481,763.344 Units).................................. 23,039,629
General Partner (28,447.087 Units)...................................... 264,091
----------
Total Partners' Capital................................................. 23,303,720
----------
Total Liabilities and Partners' Capital................................... 23,708,029
----------
----------
NET ASSET VALUE PER UNIT.................................................. 9.28
----------
----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
$
ASSETS
Equity in futures interests trading accounts:
Cash.................................................................... 20,297,239
Net unrealized gain on open contracts................................... 1,722,849
----------
Total Trading Equity................................................. 22,020,088
Subscriptions receivable.................................................. 948,424
Net option premiums....................................................... 403,312
Interest receivable (DWR and Carr)........................................ 83,547
----------
Total Assets......................................................... 23,455,371
----------
----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable..................................................... 222,634
Accrued brokerage fees (DWR)............................................ 120,848
Accrued management fee.................................................. 34,528
----------
Total Liabilities.................................................... 378,010
----------
Partners' Capital
Limited Partners (2,554,572.061 Units).................................. 22,813,660
General Partner (29,528.110 Units)...................................... 263,701
----------
Total Partners' Capital................................................. 23,077,361
----------
Total Liabilities and Partners' Capital................................... 23,455,371
----------
----------
NET ASSET VALUE PER UNIT.................................................. 8.93
----------
----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
REVENUES
Trading profit:
Realized............................................................ 839,458
Net change in unrealized............................................ 1,070,531
-----------
Total Trading Results............................................. 1,909,989
Interest income (DWR and Carr)......................................... 444,815
-----------
Total Revenues.................................................... 2,354,804
-----------
EXPENSES
Brokerage fees (DWR)................................................... 723,042
Management fees........................................................ 206,583
-----------
Total Expenses.................................................... 929,625
-----------
NET INCOME............................................................... 1,425,179
-----------
-----------
NET INCOME ALLOCATION
Limited Partners....................................................... 1,408,675
General Partner........................................................ 16,504
NET INCOME PER UNIT
Limited Partners....................................................... .29
General Partner........................................................ .29
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
REVENUES
Trading profit:
Realized............................................................ (2,134,562)
Net change in unrealized............................................ 920,823
-----------
Total Trading Results............................................. (1,213,739)
Interest income (DWR and Carr)......................................... 559,942
-----------
Total Revenues.................................................... (653,797)
-----------
EXPENSES
Brokerage fees (DWR)................................................... 912,182
Management fees........................................................ 260,624
Incentive fees......................................................... 103,350
-----------
Total Expenses.................................................... 1,276,156
-----------
NET LOSS................................................................. (1,929,953)
-----------
-----------
NET LOSS ALLOCATION
Limited Partners....................................................... (1,909,044)
General Partner........................................................ (20,909)
NET LOSS PER UNIT
Limited Partners....................................................... (.72)
General Partner........................................................ (.72)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
REVENUES
Trading profit (loss):
Realized............................................................ (1,636,293)
Net change in unrealized............................................ 1,722,849
-----------
Total Trading Results............................................. 86,556
Interest income (DWR and Carr)......................................... 521,699
-----------
Total Revenues.................................................... 608,255
-----------
EXPENSES
Brokerage fees (DWR)................................................... 852,522
Management fee......................................................... 243,578
-----------
Total Expenses.................................................... 1,096,100
-----------
NET LOSS................................................................. (487,845)
-----------
-----------
NET LOSS ALLOCATION
Limited Partners....................................................... (481,546)
General Partner........................................................ (6,299)
NET LOSS PER UNIT
Limited Partners....................................................... (1.07)
General Partner........................................................ (1.07)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Period from March 1, 1999
(commencement of operations)
to December 31, 1999
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP
INTEREST LIMITED GENERAL
PARTNERS PARTNER TOTAL
------------- ----------- -------- -----------
$ $ $
<S> <C> <C> <C> <C>
MORGAN STANLEY DEAN WITTER
CHARTER GRAHAM L.P.
Partners' Capital,
Initial Offering.............. 436,313.664 4,303,136 60,000 4,363,136
Offering of Units............... 1,612,075.766 15,122,352 160,000 15,282,352
Net Income...................... -- 1,408,675 16,504 1,425,179
Redemptions..................... (41,053.445) (409,555) -- (409,555)
------------- ----------- -------- -----------
Partners' Capital
December 31, 1999............. 2,007,335.985 20,424,608 236,504 20,661,112
------------- ----------- -------- -----------
------------- ----------- -------- -----------
MORGAN STANLEY DEAN WITTER
CHARTER MILLBURN L.P.
Partners' Capital,
Initial Offering.............. 483,488.295 4,774,883 60,000 4,834,883
Offering of Units............... 2,079,748.071 20,678,854 225,000 20,903,854
Net (Loss)...................... -- (1,909,044) (20,909) (1,929,953)
Redemptions..................... (53,025.935) (505,064) -- (505,064)
------------- ----------- -------- -----------
Partners' Capital
December 31, 1999............. 2,510,210.431 23,039,629 264,091 23,303,720
------------- ----------- -------- -----------
------------- ----------- -------- -----------
MORGAN STANLEY DEAN WITTER
CHARTER WELTON L.P.
Partners' Capital,
Initial Offering.............. 580,145.052 5,731,450 70,000 5,801,450
Offering of Units............... 2,067,456.248 18,109,078 200,000 18,309,078
Net Loss........................ -- (481,546) (6,299) (487,845)
Redemptions..................... (63,501.129) (545,322) -- (545,322)
------------- ----------- -------- -----------
Partners' Capital
December 31, 1999............. 2,584,100.171 22,813,660 263,701 23,077,361
------------- ----------- -------- -----------
------------- ----------- -------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................................ 1,425,179
Noncash item included in net income:
Net change in unrealized............................................. (1,070,531)
Increase in operating assets:
Interest receivable (DWR and Carr)................................... (78,774)
Increase in operating liabilities:
Accrued brokerage fees (DWR)......................................... 108,150
Accrued management fee............................................... 30,900
-----------
Net cash provided by operating activities................................. 414,924
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering........................................................ 4,363,136
Offering of Units....................................................... 15,282,352
Increase in subscriptions receivable.................................... (811,200)
Increase in redemptions payable......................................... 228,143
Redemptions of Units.................................................... (409,555)
-----------
Net cash provided by financing activities................................. 18,652,876
-----------
Net increase in cash...................................................... 19,067,800
Balance at beginning of period............................................ --
-----------
Balance at end of period.................................................. 19,067,800
-----------
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................................. (1,929,953)
Noncash item included in net loss:
Net change in unrealized............................................. (920,823)
Increase in operating assets:
Interest receivable (DWR and Carr)................................... (96,202)
Increase in operating liabilities:
Accrued brokerage fee (DWR).......................................... 129,371
Accrued management fee............................................... 36,963
-----------
Net cash used for operating activities.................................... (2,780,644)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering........................................................ 4,834,883
Offering of Units....................................................... 20,903,854
Increase in subscriptions receivable.................................... (1,013,235)
Increase in redemptions payable......................................... 237,975
Redemptions of Units.................................................... (505,064)
-----------
Net cash provided by financing activities................................. 24,458,413
-----------
Net increase in cash...................................................... 21,677,769
Balance at beginning of period............................................ --
-----------
Balance at end of period.................................................. 21,677,769
-----------
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1999
-----------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................................. (487,845)
Noncash item included in net loss:
Net change in unrealized............................................. (1,722,849)
Increase in operating assets:
Net option premiums.................................................. (403,312)
Interest receivable (DWR and Carr)................................... (83,547)
Increase in operating liabilities:
Accrued brokerage fee (DWR).......................................... 120,848
Accrued management fee............................................... 34,528
-----------
Net cash used for operating activities.................................... (2,542,177)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering........................................................ 5,801,450
Offering of Units....................................................... 18,309,078
Increase in subscriptions receivable.................................... (948,424)
Increase in redemptions payable......................................... 222,634
Redemptions of Units.................................................... (545,322)
-----------
Net cash provided by financing activities................................. 22,839,416
-----------
Net increase in cash...................................................... 20,297,239
Balance at beginning of period............................................ --
-----------
Balance at end of period.................................................. 20,297,239
-----------
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION -- 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", or collectively, the "Partnerships") are limited
partnerships organized to engage 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,
metals, energy and agricultural products (collectively, "futures interests").
The Partnerships commenced operations on March 1, 1999. The general partner
for each Partnership is Demeter Management Corporation ("Demeter"). The
non-clearing commodity broker is Dean Witter Reynolds Inc. ("DWR") and an
unaffiliated clearing commodity broker, Carr Futures Inc. ("Carr"), provides
clearing and execution services. Demeter and DWR are wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co. ("MSDW").
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by Demeter and the Limited Partners
based on their proportional ownership interests.
USE OF ESTIMATES -- The financial statements are prepared in accordance
with generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts in the financial
statements and related disclosures. Management believes that the estimates
utilized in the preparation of the financial statements are prudent and
reasonable. Actual results could differ from those estimates.
REVENUE RECOGNITION -- Futures interests are open commitments until
settlement date. They are valued at market on a daily basis and the resulting
net change in unrealized gains and losses is reflected in the change in
unrealized profits (loss) on open contracts from one period to the next in the
statement of operations. Monthly, DWR credits each Partnership interest income
on 100% of its average daily funds held in its individual account at DWR at a
rate equal to that earned by DWR on its U.S. Treasury bill investments. Carr
also credits DWR with the interest income earned in respect to the Partnership's
Net Assets maintained in trading accounts with Carr. DWR in turn credits the
partnership with 100% of the interest received from Carr. For purposes of such
interest payments Net Assets do not include monies due the Partnership on
forward contracts and other futures interests, but not actually received.
NET INCOME (LOSS) PER UNIT -- Net income (loss) per unit of limited
partnership interest ("Unit(s)") is computed using the weighted average number
of Units outstanding during the period.
EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS -- The Partnerships' asset
"Equity in futures interests trading accounts," reflected in the statement of
financial condition, consists of (A) cash on deposit with DWR and Carr to be
used as margin for trading; (B) net unrealized gains or losses on open
contracts, which are valued at market, and calculated as the difference between
original contract value and market value, and (C) net option premiums, which
represent the net of all monies paid and/or received for such option premiums.
The Partnerships, in their normal course of business, enter into various
contracts with Carr acting as their commodity broker. Pursuant to brokerage
agreements with Carr, to the extent that such trading results in unrealized
gains or losses, those amounts are offset and reported on a net basis on the
Partnerships' statements of financial condition.
The Partnership has offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under terms of the
master netting agreement with Carr,
F-12
<PAGE>
the sole counterparty on such contracts. The Partnership has consistently
applied their right to offset.
BROKERAGE AND RELATED TRANSACTION FEES AND COSTS -- Each Partnership pays a
flat-rate monthly brokerage fee of 1/12 of 7% of the Partnership's Net Assets as
of the first day of each month (a 7% annual rate). Such fees currently cover all
brokerage commissions, transaction fees and costs and ordinary administrative
and offering expenses.
OPERATING EXPENSES -- Each Partnership incurs monthly management fees and
may incur incentive fees. Demeter bears all other operating expenses.
INCOME TAXES -- No provision for income taxes has been made in the
accompanying financial statements, as partners are individually responsible for
reporting income or loss based upon their respective share of each Partnership's
revenues and expenses for income tax purposes.
DISTRIBUTIONS -- Distributions, other than redemptions of Units, are made
on a pro-rata basis at the sole discretion of Demeter. No distributions have
been made to date.
CONTINUING OFFERING -- Units of each Partnership are offered at a price
equal to 100% of the Net Asset Value per Unit at monthly closings held as of the
last day of each month.
REDEMPTIONS -- Limited Partners may redeem some or all of their Units as of
the last day of the sixth month following the closing at which a person first
becomes a Limited Partner. 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 the Partnership.
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.
EXCHANGES -- On the last day of the first month which occurs more than 180
days after a person first becomes a Limited Partner in any of the Partnerships,
and the end of each month thereafter, Limited Partners may transfer their
investment among the Partnerships (subject to certain restrictions outlined in
the Limited Partnership Agreements) without paying additional charges.
DISSOLUTION OF THE PARTNERSHIP -- Each Partnership will terminate on
December 31, 2035 or at an earlier date if certain conditions occur as defined
in each Partnership's Limited Partnership Agreement.
2. RELATED PARTY TRANSACTIONS
Each Partnership pays a brokerage fee to DWR as described in Note 1. Each
Partnership's cash is on deposit with DWR and Carr in futures interests trading
accounts to meet margin requirements as needed. DWR pays interest on these funds
as described in Note 1.
3. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The trading advisor
for each Partnership as of December 31, 1999 were as follows:
Morgan Stanley Dean Witter Charter Graham L.P.
Graham Capital Management, L.P.
Morgan Stanley Dean Witter Charter Millburn L.P.
Millburn Ridgefield Corporation
Morgan Stanley Dean Witter Charter Welton L.P.
Welton Investment Corporation
F-13
<PAGE>
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:
MANAGEMENT FEE -- Each Partnership pays a flat-rate monthly fee of 1/12 of
2% of the Net Assets under management by each trading advisor on the first day
of each month (a 2% annual rate).
INCENTIVE FEE -- Each Partnership pays a monthly incentive fee equal to 20%
of trading profits as of the end of each calendar month. Trading profits
represent the amount by which profits from futures, forward and options trading
exceed losses, after brokerage and management fees are deducted. When a trading
advisor experiences losses with respect to Net Assets as of the end of a
calendar month, the trading advisor must earn back such losses before that
trading advisor is eligible for an incentive fee in the future.
4. FINANCIAL INSTRUMENTS
The Partnerships trade futures and forward contracts, options on futures
contracts and on physical commodities and other commodity interests, including
foreign currencies, financial instruments, metals, energy and agricultural
products. Futures and forwards represent contracts for delayed delivery of an
instrument at a specified date and price. Risk arises from changes in the value
of these contracts and the potential inability of counterparties to perform
under the terms of the contracts. There are numerous factors which may
significantly influence the market value of these contracts, including interest
rate volatility.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities " effective for fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of SFAS No. 133," which defers the required implementation of
SFAS No. 133 until fiscal years beginning after June 15, 2000. However, each
Partnership has elected to adopt the provisions of SFAS No. 133 for the fiscal
year ended December 31, 1999. SFAS No. 133 supersedes SFAS No. 119 and No. 105,
which required the disclosure of average aggregate fair values and
contract/notional values, respectively, of derivative financial instruments for
an entity which carries its assets at fair value. The application of SFAS No.
133 does not have a significant effect on the Partnership's financial
statements.
The net unrealized gains on open contracts are reported as a component of
"Equity in futures interests trading accounts" on the statements of financial
condition and totaled at December 31, 1999, $1,070,531 for Charter Graham,
$920,823 for Charter Millburn and $1,722,849 for Charter Welton.
For Charter Graham, of the $1,070,531 net unrealized gain on open contracts
at December 31, 1999, $1,133,461 related to exchange-traded futures contracts
and $(62,930) related to off-exchange-traded forward currency contracts.
For Charter Millburn, of the $920,823 net unrealized gain on open contracts
at December 31, 1999, $983,771 related to exchange-traded futures contracts and
$(62,948) related to off-exchange-traded forward currency contracts.
For Charter Welton, of the $1,722,849 net unrealized gain on open contracts
at December 31, 1999 all related to exchange-traded futures and futures-styled
options contracts.
Exchange-traded contracts and off-exchange-traded forward currency
contracts held by the Partnerships at December 31, 1999 mature as follows:
F-14
<PAGE>
<TABLE>
<S> <C>
CHARTER GRAHAM
Exchange-Traded Contracts June 2001
Off-Exchange-Traded Forward Currency Contracts April 2000
CHARTER MILLBURN
Exchange-Traded Contracts June 2000
Off-Exchange-Traded Forward Currency Contracts March 2000
CHARTER WELTON
Exchange-Traded Contracts May 2000
</TABLE>
The Partnerships also have credit risk because DWR and Carr act as the futures
commission merchants or the counterparties, 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
settled on a daily basis. Each of DWR and Carr, as a futures commission merchant
for each Partnership's exchange-traded futures and futures-styled options
contracts, are required, pursuant to regulations of the Commodity Futures
Trading Commission, to segregate from their own assets, and for the sole benefit
of their commodity customers, all funds held by them with respect to
exchange-traded futures and futures-styled options contracts, including an
amount equal to the net unrealized gain on all futures and futures-styled
options contracts which funds, in the aggregate, totaled at December 31, 1999
$20,201,261 for Charter Graham, $22,661,540 for Charter Millburn, and
$22,020,088 for Charter Welton. With respect to the Partnerships' off-
exchange-traded forward currency contracts, there are no daily settlements of
variations in value nor is there any requirement that an amount equal to the net
unrealized gain on open forward contracts be segregated. With respect to those
off-exchange-traded forward currency contracts, the Partnerships are at risk to
the ability of Carr, the sole counterparty on all such contracts, to perform.
Each Partnership has a netting agreement with Carr. These agreements, which seek
to reduce both the Partnerships' and Carr's exposure on off-exchange-traded
forward currency contracts, should materially decrease the Partnerships' credit
risk in the event of Carr's bankruptcy or insolvency. Carr's parent, Credit
Agricole Indosuez, has guaranteed to the Partnerships payment of the net
liquidating value of the transactions in the Partnerships' accounts with Carr
(including foreign currency contracts).
5. LEGAL MATTERS
The class actions first filed in 1996 in California and in New York State
Courts were each dismissed in 1999. On September 6, 10, and 20, 1996, and on
March 13, 1997, 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 & Currency Management Inc., MSDW (all
such parties referred to hereafter as the "Morgan Stanley 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 fiduciary duty, fraudulent and unfair
business practices, unjust enrichment, and conversion in the sale and operation
of the various limited partnerships commodity pools. The court entered an order
denying class certification on August 24, 1999. On September 24, 1999, the court
entered an order dismissing the case without prejudice on consent. 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 Morgan Stanley Dean Witter Parties and certain trading advisors on behalf of
all purchasers of interests in various limited partnership commodity pools,
including the Partnerships, 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
F-15
<PAGE>
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. The New York Supreme Court
dismissed the New York action in November 1998, but granted plaintiffs leave to
file an amended complaint, which they did in early December 1998. The defendants
filed a motion to dismiss the amended complaint with prejudice on February 1,
1999. By decision dated December 21, 1999, the New York Supreme Court dismissed
the case with prejudice.
In addition, on December 16, 1997, upon motion of the plaintiffs, the
action pending in the Supreme Court of the State of Delaware was voluntarily
dismissed without prejudice.
6. SUBSEQUENT EVENT
On March 3, 2000, the plaintiffs in the New York action referred to in
Note 5 above, filed an appeal of the order dismissing the consolidated
complaint.
F-16
<PAGE>
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 (the "Company"), a wholly-owned subsidiary of Morgan
Stanley Dean Witter & Co., as of November 30, 1999 and 1998. These financial
statements are the responsibility of the Company's 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 audit 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 financial statement presentation.
We believe that our audits of the financial statements provide a reasonable
basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Demeter Management Corporation at November
30, 1999 and 1998 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
January 21, 2000
(March 3, 2000 as to Note 7)
New York, New York
F-17
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
STATEMENTS OF FINANCIAL CONDITION
NOVEMBER 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
ASSETS $ $
------------ ------------
<S> <C> <C>
Investments in affiliated partnerships (Note 2) 17,825,316 16,959,248
Income taxes receivable 803,778 708,505
Receivable from affiliated partnerships 20,428 25,716
------------ ------------
Total Assets 18,649,522 17,693,469
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Morgan Stanley Dean Witter & Co. 13,033,208 11,648,971
Accrued expenses 29,293 62,198
------------ ------------
Total Liabilities 13,062,501 11,711,169
------------ ------------
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
Additional paid-in capital 123,170,000 111,170,000
Retained earnings 5,437,021 5,832,300
------------ ------------
128,657,021 117,052,300
Less: Notes receivable from Morgan Stanley Dean
Witter & Co. (123,070,000) (111,070,000)
------------ ------------
Total Stockholder's Equity 5,587,021 5,982,300
------------ ------------
Total Liabilities and Stockholder's Equity 18,649,522 17,693,469
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-18
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION
NOVEMBER 30, 1999 AND 1998
1.
INTRODUCTION AND BASIS OF PRESENTATION
Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW"). Effective February 19, 1998 Morgan
Stanley, Dean Witter, Discover & Co. changed its corporate name to Morgan
Stanley Dean Witter & Co.
Demeter manages the following commodity pools as 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., Dean
Witter Principal Plus Fund L.P., Dean Witter Principal Plus Fund Management
L.P., Dean Witter Portfolio Strategy Fund L.P., Dean Witter Global Perspective
Portfolio L.P., Dean Witter World Currency Fund L.P., Dean Witter Institutional
Account II L.P. ("DWIA II"), DWFCM International Access Fund, Morgan Stanley
Dean Witter Spectrum Global Balanced L.P., Morgan Stanley Dean Witter Spectrum
Strategic L.P., Morgan Stanley Dean Witter Spectrum Technical L.P., Morgan
Stanley Dean Witter Spectrum Select L.P., Morgan Stanley Tangible Asset Fund
L.P. ("MSTAF"), (to be renamed Morgan Stanley Dean Witter Spectrum Commodity,
Morgan Stanley Dean Witter/Chesapeake L.P., DWR Institutional Balanced Portfolio
Account III L.P. ("DWIBP III"), Morgan Stanley Dean Witter/JWH Futures Fund
L.P., Morgan Stanley Dean Witter/Market Street Futures Fund L.P., 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 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.
The financial statements are prepared in accordance with generally accepted
accounting principles, which require management to make estimates and
assumptions that affect the reported amounts in the financial statements and
related disclosures. Management believes that the estimates utilized in the
preparation of the financial statements are prudent and reasonable. Actual
results could differ from these estimates.
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 of limited partnership interests ("Unit(s)") and began trading
on January 2, 1998. Units were made available to investors in a public offering
that ended March 12, 1998 ("Offering Period"). Subsequently, MSTAF, Demeter, the
trading advisor and Dean Witter Reynolds agreed to extend the Offering Period
until no later than October 16, 1998 ("Extended Offering Period"), and offered
to the public unsold units remaining at the end of the Offering Period.
In January of 1998, Demeter entered into a limited partnership agreement as
general partner in Morgan Stanley Dean Witter/Market Street Futures Fund
("MKTST"), which offers units to investors in a continuing private offering.
MKTST began trading on October 1, 1998.
On April 20, 1998, Dean Witter Spectrum Balanced L.P. changed its name to Dean
Witter Spectrum Global Balanced L.P. and subsequently on April 30, 1999, changed
it to Morgan Stanley Dean Witter Spectrum Global Balanced L.P.
On April 20, 1998, Dean Witter Select Futures Fund L.P. changed its name to Dean
Witter Spectrum Select L.P. ("DWSF"). Effective May 1, 1998 DWSF became part of
the Spectrum family of funds and consequently revised its fee structure,
instituted an exchange provision with other funds in the Spectrum family and is
offered to investors in a continuing public offering. On April 30, 1999,
Spectrum Select changed its name to Morgan Stanley Dean Witter Spectrum Select
L.P.
F-19
<PAGE>
On April 30, 1998, Demeter ceased trading activities in DWIA II and subsequently
distributed its net assets.
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 DWSF, 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. On April 30, 1999, Spectrum Technical changed its name to
Morgan Stanley Dean Witter Spectrum Technical L.P.
On July 15, 1998, Demeter entered into a limited partnership agreement as
general partner in the Morgan Stanley Dean Witter Charter Series. 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"). On July 29, 1998, the Charter Series individually
registered with the SEC 3,000,000 units of Charter Graham, 3,000,000 units of
Charter Millburn and 3,000,000 units of Charter Welton to be offered to
investors in a public offering. Charter Graham, Charter Millburn, and Charter
Welton each commenced trading on March 1, 1999.
On September 30, 1998, Demeter ceased trading activities in DWIBP III, and
subsequently distributed its net assets.
On February 3, 1999 DWR Chesapeake L.P. changed its name to Morgan Stanley Dean
Witter/ Chesapeake L.P.
On February 3, 1999 DWR/JWH Futures Fund L.P. changed its name to Morgan Stanley
Dean Witter/JWH Futures Fund L.P.
On April 30, 1999, Dean Witter Spectrum Strategic L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Strategic L.P.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
3. 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 November 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
NOVEMBER 30,
----------------------------------
1999 1998
-------------- --------------
$ $
<S> <C> <C>
Total assets.......................................... 1,355,594,817 1,316,093,947
Total liabilities..................................... 28,406,267 21,644,069
Total partners' capital............................... 1,327,188,550 1,294,449,878
</TABLE>
Demeter's investments in such limited partnerships are carried at market value.
4. PAYABLE TO MORGAN STANLEY DEAN WITTER & CO.
The payable to Morgan Stanley Dean Witter & Co. is primarily for amounts due for
the purchase of partnership investments, income tax payments made by Morgan
Stanley Dean Witter & Co. on behalf of Demeter and the cumulative results of
operations.
F-20
<PAGE>
5. NET WORTH REQUIREMENT
At November 30, 1999 and 1998, Demeter held non-interest bearing notes from
Morgan Stanley Dean Witter & Co. that were payable on demand. These notes were
received in connection with additional capital contributions aggregating
$123,070,000 at November 30, 1999 and $111,070,000 at November 30, 1998.
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 Morgan Stanley Dean Witter & Co. are
included in net worth for purposes of this calculation.
6. LITIGATION
The class actions first filed in 1996 in California and in New York State courts
were each dismissed in 1999. 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 Dean Witter. Named
defendants include DWR, Demeter, Dean Witter Futures and Currency Management
Inc., MSDW (all such parties referred to hereafter as the "Morgan Stanley 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 fiduciary duty,
fraudulent and unfair business practices, unjust enrichment, and conversion in
the sale and operation of the various limited partnership commodity pools. The
court entered an order denying class certification on August 24, 1999. On
September 24, 1999, the court entered an order dismissing the case without
prejudice on consent.
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 Morgan Stanley 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. The New York Supreme Court dismissed the New York
action in November 1998 but granted plaintiffs leave to file an amended
complaint, which they did in early December 1998. The defendants filed a motion
to dismiss the amended complaint with prejudice on February 1, 1999. By decision
dated December 21, 1999, the New York Supreme Court dismissed the case with
prejudice.
In addition 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.
7. SUBSEQUENT EVENT
On March 3, 2000, the plaintiffs in the New York action referred to in Note 6
above, filed an appeal of the order dismissing the consolidated complaint.
F-21
<PAGE>
EXHIBIT A
TABLE OF CONTENTS TO FORM OF
LIMITED PARTNERSHIP AGREEMENT FOR
MORGAN STANLEY DEAN WITTER CHARTER [GRAHAM] [MILLBURN][WELTON] L.P.
<TABLE>
<C> <S> <C>
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-20
(a) Priority among Limited Partners............................................. A-20
(b) Notices..................................................................... A-20
(c) Binding Effect.............................................................. A-20
(d) Captions.................................................................... A-20
Annex 1 --Request for Redemption....................................................... A-21
</TABLE>
<PAGE>
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 July 15, 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.
A-1
<PAGE>
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 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.
A-2
<PAGE>
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 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
A-3
<PAGE>
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 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
A-4
<PAGE>
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.
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.
A-5
<PAGE>
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 subparagraph
(c)(2)(ee) below and by the
A-6
<PAGE>
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").
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(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 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" fees, any third party clearing costs incurred by a Commodity
Broker, costs associated with the taking of delivery of Futures Interests, fees
for the execution of forward contract transactions, and fees for the execution
of cash transactions relating to the exchange of futures for physical
transactions (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.
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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.
(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 permitted 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.
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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.
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
Partnership; 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
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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 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 permitted 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
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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.
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).
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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 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.
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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).
In addition, following each Closing, the General Partner shall send written
notice to any Limited Partner which has acquired of record more than five
percent of the outstanding Units of the Partnership, so that such Limited
Partner may comply with the reporting requirements of Section 13(d) and (g) of
the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
promulgated thereunder.
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 not be unreasonably
withheld. 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 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.
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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 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
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<PAGE>
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 beginning 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 Partnership; 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 (or such
other form as permitted by the General Partner), 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)
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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.
As of 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 under federal, state or foreign securities laws, and may
withdraw or terminate such registrations at any time. 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.
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<PAGE>
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 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
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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.
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
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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 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
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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.
<TABLE>
<S> <C>
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
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
</TABLE>
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<TABLE>
<S> <C>
DEFINED TERM SECTION
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
</TABLE>
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, Series Exchanges, 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 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, Series Exchanges, 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.
A-23
<PAGE>
(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.
<TABLE>
<S> <C>
ADDITIONAL LIMITED PARTNERS: GENERAL PARTNER:
By: Demeter Management Corporation,
General Partner, as Authorized Agent
and DEMETER MANAGEMENT
Attorney-in-Fact CORPORATION
By:......................................... By:.........................................
Robert E. Murray, President Robert E. Murray, President
</TABLE>
A-24
<PAGE>
ANNEX A TO LIMITED PARTNERSHIP AGREEMENT
<TABLE>
<S> <C>
MFAD USE ONLY:............................... CLOSING DATE:................................
</TABLE>
- --------------------------------------------------------------------------------
REQUEST FOR REDEMPTION: MORGAN STANLEY DEAN WITTER MANAGED FUTURES FUNDS
]THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED
PARTNER'S LOCAL MORGAN STANLEY 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.
<TABLE>
<S> <C>
......................, 20 ... ........................................................
(DATE) (PRINT OR TYPE DEAN WITTER ACCOUNT NUMBER)
</TABLE>
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.
<TABLE>
<S> <C> <C>
[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
[DWSX] Spectrum Currency Entire Interest Units
[DWSC] Spectrum Commodity Entire Interest Units
</TABLE>
- --------------------------------------------------------------------------------
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.
<TABLE>
<S> <C> <C> <C>
[CFCFB] Cornerstone Fund II Entire Interest Units $ ,000
[CFCFC] Cornerstone Fund III Entire Interest Units $ ,000
[CFCFD] Cornerstone Fund IV Entire Interest Units $ ,000
</TABLE>
- --------------------------------------------------------------------------------
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.
<TABLE>
<S> <C> <C> <C>
[MSCG] Charter Graham Entire Interest Units
[MSCM] Charter Millburn Entire Interest Units
[MSCW] Charter Welton Entire Interest Units
</TABLE>
- --------------------------------------------------------------------------------
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):
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
[CFF] Columbia Futures Fund [PGF] Multi-Market Portfolio Entire Interest
[DFF] Diversified Futures Fund [PPF] Principal Plus Fund Units
[DFF2] Diversified Futures Fund II [PSF] Portfolio Strategy Fund $ ,000
[DFF3] Diversified Futures Fund III [WCF] World Currency Fund
[GPP] Global Perspective Portfolio
[IAF] International Access Fund
</TABLE>
A-25
<PAGE>
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
- --------------------------------------------------------------------------------
..................................... .......................................
(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
- --------------------------------------------------------------------------------
X......................................... ..............................
(Signature) (Date)
X......................................... ..............................
(Signature) (Date)
- --------------------------------------------------------------------------------
2.B. SIGNATURE OF ENTITY PARTNER OR ASSIGNEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
.......................................... By: X.....................................
(Name of Entity) (Authorized officer, partner, trustee or
custodian. If a corporation, include
certified copy of authorized resolution.)
..........................................
(Date)
</TABLE>
- --------------------------------------------------------------------------------
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.
<TABLE>
<S> <C>
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.
</TABLE>
A-26
<PAGE>
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
If you wish to purchase Units of one or more or of the Morgan Stanley Dean
Witter Charter Series Partnerships, please follow the instructions below.
Instructions relating to "Cash Subscribers" should be followed only if you are
purchasing Units for cash. Instructions relating to "Exchange Subscribers"
should be followed only if you are redeeming units in another commodity pool
which the General Partner serves as the general partner and commodity pool
operator in a Non-Series Exchange, or if you are redeeming Units in a Morgan
Stanley Dean Witter Charter Series Partnership pursuant to a Series Exchange.
SUBSCRIPTION INSTRUCTIONS
YOU SHOULD CAREFULLY READ AND REVIEW THE MORGAN STANLEY DEAN WITTER CHARTER
SERIES PROSPECTUS, DATED MARCH * , 2000, RELATING TO CHARTER GRAHAM, CHARTER
MILBURN AND CHARTER WELTON (THE "PROSPECTUS"), AND THIS SUBSCRIPTION AND
EXCHANGE AGREEMENT AND POWER OF ATTORNEY ("AGREEMENT"). IN READING A PROSPECTUS,
PAY PARTICULAR ATTENTION TO THE MATTERS DISCUSSED UNDER "RISK FACTORS,"
"CONFLICTS OF INTEREST" AND "DESCRIPTION OF CHARGES." BY SIGNING THE AGREEMENT,
YOU 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 B-2-B-4, SO PLEASE MAKE SURE THAT YOU SATISFY ALL APPLICABLE
PROVISIONS IN THOSE SECTIONS BEFORE SIGNING THIS AGREEMENT.
CASH SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY ON PAGES B-5
AND B-6, AND EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY
ON PAGES B-7 AND B-8, USING BLACK INK, AS FOLLOWS:
<TABLE>
<S> <C>
Item 1 For Cash Subscribers (pages --Enter your Dean Witter Reynolds Inc. ("DWR") Account Number.
B-5-B-6) and Exchange Subscribers
(pages B-7-B-8)
--Enter your Social Security Number or Taxpayer ID Number. If you are
subscribing on behalf of an entity (such as a trust, partnership or
corporation), check the appropriate box to indicate the type of
entity. If the Units are to be owned by joint tenants, either
person's Social Security Number may be used.
--If you are subject to taxation in the United States, review the
representation relating to backup withholding tax, and enter your
taxable year, if other than calendar year, under "United States
Taxable Investors Only" on page B-5 (for Cash Subscribers) or page
B-7 (for Exchange Subscribers). If you are a non-United States
person, review the representation relating to your classification as
a non-resident alien for United States federal income tax purposes
under "Non-United States Investors Only" on page B-5 (for Cash
Subscribers) or page B-7 (for Exchange Subscribers). YOU MUST SIGN
BELOW THE TAX REPRESENTATION IN ITEM 1 ON PAGE B-5 OR B-7.
--Enter the exact name in which your Units are to be held based on
ownership type, and enter residency and other information.
--Check box if you are 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.
Item 1 For Cash Subscribers (page B-5) --Enter the dollar amount of the subscription for each Partnership whose
Units you wish to purchase.
Item 1 For Exchange Subscribers --Enter the symbol(s) of the limited partnership(s) from which you are
(page B-7) redeeming units; specify the quantity to be redeemed (entire interest
or number of whole units).
Item 2 For Cash Subscribers (page B-6) --You must execute the Agreement Signature Page on page B-6 (for Cash
and Exchange Subscribers Subscribers) or page B-8 (for Exchange Subscribers).
(page B-8)
Item 3 For Cash Subscribers (page B-6) --An MSDW Financial Advisor and Branch Manager must complete the required
and Exchange Subscribers information.
(page B-8)
</TABLE>
MSDW FINANCIAL ADVISOR: This Agreement must be mailed to Demeter Management
Corporation at Two World Trade Center, 62nd Floor, New York, New York
10048-0026.
B-1
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER SERIES
------------------------
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
If you are 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"), you should carefully read and review the Partnerships'
Prospectus dated March * , 2000 (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 Cash Subscribers: By executing the Cash Subscription Signature Page of
this Agreement, you will irrevocably subscribe for Units of one or more of the
Partnerships at the price per Unit described in the Prospectus.
For Exchange Subscribers: By executing the Exchange Subscription Signature
Page of this Agreement, you will irrevocably redeem 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, irrevocably
subscribe for Units of one or more of the Partnerships at the price per Unit
described in the Prospectus.
NOTWITHSTANDING THE FOREGOING, YOU MAY REVOKE THIS AGREEMENT, AND RECEIVE A
FULL REFUND OF THE SUBSCRIPTION AMOUNT YOU PAID, PLUS 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 MONTHLY CLOSING, WHICHEVER COMES FIRST, BY DELIVERING WRITTEN NOTICE
TO YOUR MSDW FINANCIAL ADVISOR. If this Agreement is accepted, you agree to:
(i) contribute your subscription to each Partnership designated on the Signature
Page of this Agreement; and (ii) 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 EXECUTING THE SIGNATURE
PAGE OF THIS AGREEMENT, YOU SHALL BE DEEMED TO HAVE EXECUTED THIS AGREEMENT AND
THE LIMITED PARTNERSHIP AGREEMENT (INCLUDING THE POWERS OF ATTORNEY IN BOTH
AGREEMENTS).
- --------------------------------------------------------------------------------
PAYMENT INSTRUCTIONS
- --------------------------------------------------------------------------------
For Cash Subscribers: You must pay your subscription amount by charging
your Customer Account with DWR (the "Customer Account"). In the event that you
do not have a Customer Account or do not have sufficient funds in your existing
Customer Account, you must make appropriate arrangements with your MSDW
financial advisor. If you don't have a financial advisor, contact your local
MSDW 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 you for proper placement with the MSDW branch
office where your Customer Account is maintained. By executing the Signature
Page of this Agreement, you authorize and direct the General Partner and DWR to
transfer the appropriate amount from your Customer Account to the Escrow
Account.
For Exchange Subscribers: You must pay your subscription amount by applying
the proceeds from the redemption of your limited partnership units in one of the
Partnerships or another commodity pool which the General Partner serves as the
general partner and commodity pool operator. You may only redeem units at such
times as are specified in the limited partnership agreement for that commodity
pool, and under certain circumstances described in that agreement you may be
subject to a redemption charge.
- --------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
- --------------------------------------------------------------------------------
By executing the Signature Page of this Agreement, you (for yourself and any
co-subscriber, and, if you are signing on behalf of an entity, on behalf of and
with respect to that entity and its shareholders, partners, beneficiaries or
members), represent and warrant to the General Partner and each Partnership
whose Units you are purchasing, as follows (AS USED BELOW, THE TERMS "YOU" AND
"YOUR" REFER TO YOU AND YOUR CO-SUBSCRIBER, IF ANY, OR IF YOU ARE SIGNING ON
BEHALF OF AN ENTITY, THAT ENTITY):
(1) You have received a copy of the Prospectus, including each Limited
Partnership Agreement.
(2) You are of legal age to execute this Agreement and are legally competent to
do so.
(3) You satisfy the applicable financial suitability and minimum
investment requirements, as set forth below under the caption "State
Suitability Requirements" (or in a Special Supplement to the Prospectus) for
residents of the State in which you reside. You agree to provide any
additional documentation requested by the General Partner, as may be
required by the securities administrators of certain states, to confirm that
you meet the applicable minimum financial suitability standards to invest in
the Partnerships.
B-2
<PAGE>
(4) The address set forth on the Signature Page is your true and correct
residence and you have no present intention of becoming a resident of any
other state or country. All the information that you have provided on the
Signature Page is correct and complete as of the date of this Agreement,
and, if there should be any material change in such information prior to
your admission as a Limited Partner, you will immediately furnish such
revised or corrected information to the General Partner.
(5) If you are representing an employee benefit plan, to the best of
your knowledge, neither the General Partner, DWR, any other Additional
Seller, any Trading Advisor, nor any of their respective affiliates:
(a) has investment discretion with respect to the investment of your 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 such advice (i) will serve as a primary
basis for investment decisions with respect to such plan assets and
(ii) will be based on the particular investment needs of the plan; or
(c) is an employer maintaining or contributing to that plan. For purposes of
this representation (5), an "employee benefit plan" includes 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 individual
retirement accounts ("IRAs").
(6) Unless representation (7) or (8) below is applicable, your
subscription is made with your funds for your own account and not as
trustee, custodian or nominee for another.
(7) If you are subscribing as custodian for a minor, either (a) the
subscription is a gift you have made to that minor and is not made with that
minor's funds, in which case the representations as to net worth and annual
income below apply only to you, as the custodian; or (b) if the subscription
is not a gift, the representations as to net worth and annual income below
apply only to that minor.
(8) If you are subscribing as a trustee or custodian of an employee
benefit plan or of an IRA at the direction of the beneficiary of that plan
or IRA, the representations herein apply only to the beneficiary of that
plan or IRA.
(9) If you are subscribing in a representative capacity, you have full
power and authority to purchase the Units and enter into and be bound by
this Agreement on behalf of the entity for which you are purchasing the
Units, and that entity has full right and power to purchase the Units and
enter into and be bound by this Agreement and become a Limited Partner
pursuant to each applicable Limited Partnership Agreement.
(10) You either: (a) are not required to be registered with the
Commodity Futures Trading Commission ("CFTC") or to be a member of the
National Futures Association ("NFA"); or (b) if so required, you are duly
registered with the CFTC and are 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. You agree 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 Exchange Subscribers:
(11) You are 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 you are redeeming are not subject to any pledge or
are otherwise encumbered in any fashion.
By making the representations and warranties set forth above, you should be
aware that you have not waived any rights of action which you may have under
applicable federal or state securities laws. Federal and state securities laws
provide that any such waiver would be unenforceable. You 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,
CFI, any Additional Seller, or others in any subsequent litigation or other
proceeding.
B-3
<PAGE>
- --------------------------------------------------------------------------------
STATE SUITABILITY REQUIREMENTS
- --------------------------------------------------------------------------------
Except as indicated below, you must have a net worth (exclusive of home,
furnishings, and automobiles) of at least $150,000 or, failing that standard,
have both a net worth (same exclusions) of at least $45,000 and an annual gross
income of at least $45,000. If you are subscribing with your spouse as joint
owners, you may count your joint net worth and joint income in satisfying these
requirements, as well as the special requirements described below. You must also
make a minimum aggregate investment of $20,000, and you must invest at least
$5,000 in any one Partnership. See "Subscription Procedure" in the Prospectus as
to special rules if you are purchasing Units in a Non-Series Exchange. However,
the states listed below (or in certain cases, in special supplements to the
prospectus attached hereto) have more restrictive suitability or minimum
investment requirements for their residents. Please read the following list to
make sure that you meet the minimum suitability and/or investment requirements
for the state in which you reside. (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.)
CALIFORNIA: (a) $150,000 NW, or (b) $75,000 NW and $50,000 AI.
IOWA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
MAINE: (a) $200,000 NW, or (b) $50,000 NW and $50,000 AI.
MASSACHUSETTS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
MICHIGAN: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
MISSOURI: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
NORTH CAROLINA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
OHIO: (a) $150,000 NW and investment may not exceed 10% of NW, or (b) $45,000 NW
and $45,000 AI and investment may not exceed 10% of NW.
PENNSYLVANIA: (a) $175,000 NW and investment may not exceed 10% of NW, or (b)
$100,000 NW and $50,000 TI and investment may not exceed 10% of NW.
TENNESSEE: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
TEXAS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
- --------------------------------------------------------------------------------
ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS
- --------------------------------------------------------------------------------
You agree that as of the date that your name is entered on the books of a
Partnership, you shall become a Limited Partner of that Partnership. You also
agree to each and every term of the Limited Partnership Agreement of that
Partnership as if you signed that Agreement. You further agree that you will not
be issued a certificate evidencing the Units that you are purchasing, but that
you will receive a confirmation of purchase in DWR's customary form.
B-4
<PAGE>
- --------------------------------------------------------------------------------
POWER OF ATTORNEY AND GOVERNING LAW
- --------------------------------------------------------------------------------
You hereby irrevocably constitute and appoint Demeter Management
Corporation, the General Partner of each Partnership, as your true and lawful
Attorney-in-Fact, with full power of substitution, in your name, place, and
stead: (1) to do all things necessary to admit you as a Limited Partner of each
Partnership requested below, and such other Partnership(s) of the Dean Witter
Charter Series as you may request from time to time; (2) 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; (3) 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 (4) to execute,
acknowledge, swear to, deliver, file, and record on your 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. You agree 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 your death, incapacity,
dissolution, liquidation, or termination.
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 YOU MAY HAVE UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAW.
- --------------------------------------------------------------------------------
RECEIPT OF DOCUMENTATION
- --------------------------------------------------------------------------------
The regulations of the CFTC require that you be given a copy of the
Prospectus (which includes the most current annual report for each partnership),
as well as certain additional documentation consisting of: (a) a supplement to
the Prospectus, which must be given to you if the Prospectus is dated more than
nine months prior to the date that you first received the Prospectus, and (b)
the most current monthly account statement (report) for the Partnerships. You
hereby acknowledge receipt of the Prospectus and the additional documentation
referred to above, if any.
B-5
<PAGE>
- --------------------------------------------------------------------------------
CASH SUBSCRIPTION SIGNATURE PAGE BUY
- --------------------------------------------------------------------------------
A
MORGAN STANLEY DEAN WITTER CHARTER SERIES
UNITS OF LIMITED PARTNERSHIP INTEREST
CASH SUBSCRIPTION SIGNATURE PAGE
PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.
PAGES B-5 AND B-6, THE CASH SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MSDW 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 MONTHLY CLOSING.
By execution and delivery of this Cash Subscription Signature Page and by
payment of the purchase price for Units of Limited Partnership Interest
("Units") of one or more Partnerships in the Morgan Stanley Dean Witter Charter
Series (the "Partnerships"), you hereby subscribe for Units of the
Partnership(s) specified below at a price equal to 100% of the Net Asset Value
per Unit of the applicable Partnership(s) as of the close of business on the
date of the applicable Monthly Closing.
BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE PROSPECTUS OF
THE PARTNERSHIPS DATED MARCH *, 2000, 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 BY
YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 1 -- SUBSCRIBER (YOU MUST SIGN THE TAX REPRESENTATION BELOW)
- --------------------------------------------------------------------------------
<TABLE>
<C> <S> <C> <C>
CHARTER FUND SYMBOL AMOUNT OF
SUBSCRIPTION
/ / / / -- / / / / / / /
DWR ACCOUNT NO. M S C G MORGAN STANLEY DEAN WITTER CHARTER GRAHAM $
L.P.
/ / /--/ / /--/ / / / /
SOCIAL SECURITY NUMBER M S C M MORGAN STANLEY DEAN WITTER CHARTER $
OR MILLBURN L.P.
/ / /--/ / / / / / / / M S C W MORGAN STANLEY DEAN WITTER CHARTER WELTON $
TAXPAYER ID NUMBER L.P.
</TABLE>
- --------------------------------------------------------------------------------
CHECK THE BOX BELOW WHICH DESCRIBES THE CAPACITY IN WHICH YOU ARE INVESTING
/ / Individual Ownership
/ / Joint Tenants with Rights of Survivorship
/ / Tenants in Common
/ / Community Property
/ / Grantor or other Revocable Trust
/ / Trust other than Grantor or Revocable Trust
/ / Estate
/ / UGMA/UTMA (Minor)
/ / Partnership
/ / Corporation
/ / IRA (the MSDW Branch Manager must
sign below for IRA accounts)
/ / Employee Benefit Plan
(Participant-Directed)
/ / Defined Benefit Plan (Other)
/ / Other (specify) ___________________________________________________________
YOU (OR BRANCH MANAGER IN THE CASE OF AN IRA) MUST SIGN BELOW:
<TABLE>
<S> <C> <C>
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES INVESTORS ONLY:
/ / Check box if you are subject to backup withholding under the Under penalties of perjury, by
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. OR signature below, you certify that
If your taxable year is other than the calendar year, indicate the date you are NOT
on which your taxable year ends: / / /--/ / / MM-DD (a) a citizen or resident of the
Under penalties of perjury, by signing below, I certify that the Social United States; or
Security Number (or Taxpayer ID Number) above to be the true, correct (b) a United States corporation,
and complete Social Security Number (or Taxpayer ID Number) of partnership, estate or trust.
Subscriber and that all the information above is true, correct and
complete.
</TABLE>
X ___________________________ ______________________________
(Your Signature (Indicate your title, Date
if applicable) [or Branch Manager in
the case of IRAs])
<TABLE>
<S> <C>
If you are an Entity: Name of Entity:.................................................................
Name of Person Signing for Entity:..............................................
Title:..........................................................................
Full Name of Account.............................................................................................
(Your Name or Name of Trust or Custodial Account--do not use initials)
You are a resident of .................................... and a citizen of ...................................
(name of country) (name of country)
Street Address...................................................................................................
(MUST be residence address--P.O. Box alone not acceptable)
City............................. State ............. Zip Code ............ Tel. No. ( ............ ) ............
</TABLE>
/ / Check here if you are 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. (You must complete Form W-8, which may be obtained from an MSDW
Financial Advisor.)
B-6
<PAGE>
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
Street Address (P.O. Box alone not acceptable)..................................
<TABLE>
<S> <C>
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............................
</TABLE>
- --------------------------------------------------------------------------------
ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN UNDER TAX REPRESENTATION ON PRECEDING
PAGE AND BELOW
- --------------------------------------------------------------------------------
(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION)
If you are subscribing 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."
<TABLE>
<S> <C> <C> <C>
X _________________________ _______________ X ____________________________ _______________
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
</TABLE>
(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 officer, partner, trustee, manager or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members 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 (b)
the 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.
<TABLE>
<S> <C> <C>
....................................................... X _____________________________________ _____________
(Name of Entity) (Signature) Date
</TABLE>
Name of Person Signing for Entity.................. Title .................
- --------------------------------------------------------------------------------
ITEM 3 -- FINANCIAL ADVISOR AND BRANCH MANAGER 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, 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
B-7
<PAGE>
- -------------------------------------------------------------------------------
EXCHANGE SUBSCRIPTION SIGNATURE PAGE EXG
- -------------------------------------------------------------------------------
B
MORGAN STANLEY DEAN WITTER CHARTER SERIES
EXCHANGE SUBSCRIPTION SIGNATURE PAGE
PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.
PAGES B-7 AND B-8, THE EXCHANGE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MSDW 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 MONTHLY CLOSING.
By execution and delivery of this Exchange Subscription Signature Page, you
hereby redeem 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") of one or more Partnerships in the Morgan Stanley Dean Witter
Charter Series (the "Partnerships"), you hereby subscribe for Units of the
Partnership(s) specified below at a price equal to 100% of the Net Asset Value
per Unit of the applicable Partnership(s) as of the close of business on the
date of the applicable Monthly Closing. Redemption of units of any partnership
for an exchange must be in whole units, unless you are redeeming your entire
interest in such partnership.
BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE PROSPECTUS OF
THE PARTNERSHIPS DATED MARCH *, 2000, 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 BY
YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 1 -- SUBSCRIBER (YOU MUST SIGN THE TAX REPRESENTATION BELOW)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
/ / / / -- / / / / / / / / / / /--/ / /--/ / / / / OR / / /--/ / / / / / / /
DWR ACCOUNT NO. SOCIAL SECURITY NUMBER TAXPAYER ID NUMBER
</TABLE>
<TABLE>
<CAPTION>
SYMBOL(S) FOR FUND(S) FROM SPECIFY QUANTITY OF UNITS TO BE REDEEMED CHARTER
WHICH UNITS TO BE REDEEMED (CHECK BOX IF ENTIRE INTEREST; INSERT NUMBER IF WHOLE SERIES
UNITS) FUND SYMBOL
<S> <C> <C> <C> <C> <C>
/ / / / / / / / Entire Whole Units TO / / / / /
Interest OR
/ / / / / / / / Entire Whole Units TO / / / / /
Interest OR
/ / / / / / / / Entire Whole Units TO / / / / /
Interest OR
/ / / / / / / / Entire Whole Units TO / / / / /
Interest OR
</TABLE>
You hereby authorize Demeter Management Corporation to redeem the 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 of that redemption to
purchase Units in the applicable Charter Series Partnership as indicated on
the right above. Redemptions for an exchange must meet the applicable minimum
investment requirements described under "Subscription Procedure" in the
Prospectus.
- --------------------------------------------------------------------------------
CHECK THE BOX BELOW WHICH DESCRIBES THE CAPACITY IN WHICH YOU ARE INVESTING
/ / Individual Ownership
/ / Joint Tenants with Rights of Survivorship
/ / Tenants in Common
/ / Community Property
/ / Grantor or other Revocable Trust
/ / Trust other than Grantor or Revocable Trust
/ / Estate
/ / UGMA/UTMA (Minor)
/ / Partnership
/ / Corporation
/ / IRA (the MSDW Branch Manager
must sign below for IRA accounts)
/ / Employee Benefit Plan
(Participant-Directed)
/ / Defined Benefit Plan (Other)
/ / Other (specify) ___________________________________________________________
YOU (OR BRANCH MANAGER IN THE CASE OF AN IRA) MUST SIGN BELOW:
<TABLE>
<S> <C> <C>
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES INVESTORS ONLY:
/ / Check box if you are subject to backup withholding under the provisions Under penalties of perjury, by
of Section 3406(a)(1)(C) of the Internal Revenue Code. OR signature below, you certify that
you are NOT
If your taxable year is other than the calendar year, indicate the date (a) a citizen or resident of the
on which Subscriber's taxable year ends: / / /--/ / / MM-DD United States; or
Under penalties of perjury, by signing below, I certify that the Social (b) a United States corporation,
Security Number (or Taxpayer ID Number) above to be the true, correct and partnership, estate or trust.
complete Social Security Number (or Taxpayer ID Number) and that all the
information above is true, correct and complete.
</TABLE>
X ___________________________ ______________________________
(Your Signature (Indicate your title, Date
if applicable) [or Branch Manager in
the case of IRAs])
<TABLE>
<S> <C>
If you are an Entity: Name of Entity:.................................................................
Name of Person Signing for Entity:..............................................
Title:..........................................................................
</TABLE>
B-8
<PAGE>
<TABLE>
<S> <C>
Full Name of Account.............................................................................................
(Your Name or Name of Trust or Custodial Account--do not use initials)
You are a resident of .................................... and a citizen of ...................................
(name of country) (name of country)
Street Address (P.O. Box alone not acceptable)...................................................................
City ............................ State ............. Zip Code ............ Tel. No. ( ............ ) ............
</TABLE>
/ / Check here if you are 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. (You must complete Form W-8, which may be obtained from an MSDW
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
Street Address (P.O. Box alone not acceptable)..................................
<TABLE>
<S> <C>
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............................
</TABLE>
- --------------------------------------------------------------------------------
ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN UNDER TAX REPRESENTATION ON PRECEDING
PAGE AND BELOW
- --------------------------------------------------------------------------------
(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION)
If you are subscribing 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."
<TABLE>
<S> <C> <C> <C>
X _________________________ _______________ X ____________________________ _______________
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
</TABLE>
(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 officer, partner, trustee, manager or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members 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 (b) the
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.
<TABLE>
<S> <C> <C>
....................................................... X ____________________________________ _______________
(Name of Entity) (Signature) Date
(Type or Print Name of Entity)
</TABLE>
Name of Person Signing for Entity.................. Title .................
- --------------------------------------------------------------------------------
ITEM 3 -- FINANCIAL ADVISOR AND BRANCH MANAGER 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, 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
B-9
<PAGE>
EXHIBIT C
MORGAN STANLEY DEAN WITTER CHARTER SERIES
SUBSCRIPTION AGREEMENT UPDATE FORM
PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.
DWR Account No. / / / / -- / / / / / / /
I am an investor in the following Morgan Stanley Dean Witter Charter Series
Partnership(s) (mark each applicable box with an "X"):
/ / Morgan Stanley Dean Witter Charter Graham L.P.
/ / Morgan Stanley Dean Witter Charter Millburn L.P.
/ / Morgan Stanley Dean Witter Charter Welton L.P.
I acknowledge receipt of the Morgan Stanley Dean Witter Charter Series
Prospectus dated March *, 2000 (the "Prospectus"). I have signed this form,
which updates each Subscription and Exchange Agreement and Power of Attorney
(each, a "Subscription Agreement") I signed when I bought Units of the Morgan
Stanley Dean Witter Charter Series Partnership(s) checked above, so that I may
purchase additional Units of such Partnership(s) without the need to execute a
new Subscription Agreement. I understand that if I wish to purchase additional
Units by way of an Exchange, or if I wish to purchase Units of any Morgan
Stanley Dean Witter Charter Series Partnership in which I am not currently an
investor, I must first execute a new Subscription Agreement in the form annexed
to the Prospectus as Exhibit B.
I hereby confirm that the representations, warranties and other information
regarding the Subscriber in the Subscription Agreement(s) I previously executed
are still accurate, and that any purchase of additional Units following the date
of this Subscription Agreement Update Form shall be deemed confirmation that
such representations, warranties and other information are still accurate at the
time of that additional purchase. I will notify my Morgan Stanley Dean Witter
Financial Advisor prior to the purchase of additional Units if there is any
material change in the Subscriber's representations, warranties or other
information contained in the previously executed Subscription Agreement(s).
I understand that I will need to execute a new Subscription Agreement
Update Form when a new Prospectus or Prospectus Supplement is issued.
IF SUBSCRIBER IS AN ENTITY
________________________________________________________________________________
Name of Entity (Print or Type)
By:_____________________________________________________________________________
Name of Signatory
________________________________________________________________________________
Title
________________________________________________________________________________
Signature
________________________________________________________________________________
Address
________________________________________________________________________________
City State Zip
Date: __________________________________________________________________________
INDIVIDUAL SUBSCRIBERS
________________________________________________________________________________
Name of Subscriber(s) (Print or Type)
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Subscriber(s)
________________________________________________________________________________
Address
________________________________________________________________________________
City State Zip
Date: __________________________________________________________________________
(PLEASE RETURN THIS FORM TO YOUR MORGAN STANLEY DEAN WITTER FINANCIAL ADVISOR.
FINANCIAL ADVISORS MUST FORWARD THE EXECUTED COPY OF THIS FORM TO DEMETER
MANAGEMENT CORPORATION.)
C-1
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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 THAT EFFECT
TRANSACTIONS IN THESE SECURITIES, OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee.................................................... $ 13,694
NASD filing fee......................................................... 5,426
Printing and engraving.................................................. 70,000*
Legal fees and expenses (excluding Blue Sky legal fees)................. 50,000*
Accounting fees and expenses............................................ 10,000*
Escrow Agent fees....................................................... 1,000*
Blue Sky fees and expenses (including Blue Sky legal fees).............. 13,710
Miscellaneous........................................................... 50,000*
--------
Total.............................................................. $213,830
--------
--------
</TABLE>
- ------------------
*Represents an estimate of the Registrant's portion of fees and expenses that
are common to this Registration Statement and the Registration Statements on
Form S-1 for each of Morgan Stanley Dean Witter Charter Graham L.P. and Morgan
Stanley Dean Witter Charter Millburn L.P., which are being filed concurrently
with this Registration Statement.
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.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- ---------------------------------------------------------------------------
<C> <S>
1.01(1) Form of Selling Agreement among the Registrant, Demeter Management
Corporation, the Trading Advisor and Dean Witter Reynolds Inc.
1.01(a)(2) Form of Amendment No. 1 to the Selling Agreement among the Registrant,
Demeter Management Corporation, and Dean Witter Reynolds Inc.
1.02(1) 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(1) Certificate of Limited Partnership of the Registrant.
5.01(1) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the
legality of Units (including consent).
5.02(2) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the
legality of Units (including consent).
8.01(1) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding
certain federal income tax matters (including consent).
8.02(2) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding
certain federal income tax matters (including consent).
10.01(1) Form of Customer Agreement between the Registrant and Dean Witter Reynolds
Inc.
10.01(a)(1) Form of Customer Agreement among the Registrant, Carr Futures, Inc. and
Dean Witter Reynolds Inc.
10.01(b)(1) Form of International Foreign Exchange Master Agreement between the
Registrant and Carr Futures, Inc.
10.02(1) 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(1) 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.
</TABLE>
- ------------------
(1) Incorporated by reference to Registration Statement 333-60097.
(2) Incorporated by reference to Registration Statement 333-91567.
II-2
<PAGE>
(B) FINANCIAL STATEMENTS.
Included in the Prospectus:
Morgan Stanley Dean Witter Charter Welton L.P.
Independent Auditors' Report
Statements of Financial Condition
Statement of Operations
Statement of Changes in Partners' Capital
Statement of Cash Flows
Notes to Financial Statements
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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the 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 17th day of March, 2000.
MORGAN STANLEY DEAN WITTER
CHARTER WELTON L.P.
By: DEMETER MANAGEMENT CORPORATION,
General Partner
By: /s/ Robert E. Murray
___________________________________
Robert E. Murray, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------- ----------------------
<C> <S> <C>
DEMETER MANAGEMENT CORPORATION General Partner
/s/ ROBERT E. MURRAY Chairman of the Board, March 17, 2000
- ---------------------------------------- President, and Director of
Robert E. Murray the General Partner
/s/ MITCHELL M. MERIN Director of the General March 17, 2000
- ---------------------------------------- Partner
Mitchell M. Merin
Director of the General
- ---------------------------------------- Partner
Joseph G. Siniscalchi
Director of the General
- ---------------------------------------- Partner
Edward C. Oelsner, III
Director of the General
- ---------------------------------------- Partner
Richard A. Beech
/s/ RAY HARRIS Director of the General March 17, 2000
- ---------------------------------------- Partner
Ray Harris
/s/ LEWIS A. RAIBLEY, III Vice President, Chief March 17, 2000
- ---------------------------------------- Financial and Principal
Lewis A. Raibley, III Accounting Officer, and
Director of the
General Partner
</TABLE>
II-4
<PAGE>
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Pre-Effective Amendment No. 1 to Registration Statement
No. 333-91563 for Morgan Stanley Dean Witter Charter Graham L.P., Pre-Effective
Amendment No. 1 to Registration Statement No. 333-91569 for Morgan Stanley Dean
Witter Charter Millburn L.P., and Pre-Effective Amendment No. 1 to Registration
Statement No. 333-91567 for Morgan Stanley Dean Witter Charter Welton L.P.,
(collectively, the "Partnerships") of our report dated February 14, 2000
relating to the statements of financial condition of the Partnerships as of
December 31, 1999 and the related statements of operations, changes in partners'
capital and cash flows for the period from March 1, 1999 (commencement of
operations) to December 31, 1999. We also consent to the use of our report dated
January 21, 2000 relating to the statements of financial condition of Demeter
Management Corporation as of November 30, 1999 and 1998 appearing in the
Prospectus, which is part of such Registration Statements, and to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
New York, New York
March 17, 2000
