<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MORGAN STANLEY DEAN WITTER
CHARTER MILLBURN L.P.
(Exact name of registrant as specified in charter document)
<TABLE>
<S> <C> <C>
DELAWARE 6799 13-4018065
(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>
------------------------
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. 333-60103. This Registration Statement,
also relates to 808,357.958 unsold Units of Limited Partnership Interest
of the Registrant as of October 31, 1999, and therefore constitutes a Post-
Effective Amendment to Registration Statement No. 333-60103.
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
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 $9.05 $54,300,000 $15,095
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</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).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN 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................................ Certain 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..................................... Capitalization; 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
694,763.712 Units of Limited Partnership Interest of Morgan Stanley Dean Witter
Charter Millburn L.P. remaining unsold as of October 31, 1999 from Registration
Statement No. 333-60103, and 6,000,000 Units of Limited Partnership Interest
covered by this Registration Statement, but to
(i) 1,161,922.793 Units of Limited Partnership Interest of Morgan Stanley
Dean Witter Charter Graham L.P. remaining unsold as of October 31, 1999 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) 612,382.568 Units of Limited Partnership Interest of Morgan Stanley
Dean Witter Charter Welton L.P. remaining unsold as of October 31, 1999 from
Registration Statement No. 333-60097, 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 SECURITIES 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: NOVEMBER 23, 1999
PART ONE DISCLOSURE DOCUMENT
MORGAN STANLEY DEAN WITTER CHARTER SERIES
<TABLE>
<CAPTION>
TOTAL UNITS OF
LIMITED PARTNERSHIP
INTEREST OFFERED
-------------------
<S> <C>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P. 7,238,671.680
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P. 6,808,357.958
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P. 6,717,981.554
</TABLE>
THE PARTNERSHIPS
Each Partnership trades futures, options and forwards contracts pursuant to
trading programs employed by the Trading Advisor for that Partnership.
PURCHASE PRICE
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. Following were the Net Asset Values per Unit for each Partnership as
of September 30, 1999:
<TABLE>
<S> <C>
Charter Graham.................................................. $ 9.93
Charter Millburn................................................ $ 10.32
Charter Welton.................................................. $ 8.36
</TABLE>
THE REQUIRED MINIMUM INVESTMENT FOR MOST INVESTORS
* $20,000 FOR FIRST TIME INVESTORS * $1,000 FOR EXISTING INVESTORS
Before you invest you will be required to make certain representations and
warranties, including 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.
THE RISKS
THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THIS PROSPECTUS BEFORE YOU DECIDE TO
INVEST. SEE "RISK FACTORS" BEGINNING ON PAGE * .
* The performance of each Partnership has been and is expected to be
volatile, and the Net Asset Value per Unit for each Partnership may
fluctuate significantly.
* There is no secondary market for Units and you may not redeem your Units
until you have been an investor for at least six months.
* If you redeem any of your Units within twenty-four months after they are
purchased, you may have to pay a redemption charge.
* In order for each Partnership to cover its expenses, each Partnership
must earn annual net Trading Profits (after taking into account estimated
interest income, based on current rates of 4.60%) 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..................... 4.40% 6.44%
Charter Millburn................... 4.40% 6.44%
Charter Welton..................... 4.40% 6.44%
</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.
*
<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>
<S> <C>
PAGE
Summary............................................................... 1
Risk Factors.......................................................... 8
Risks relating to futures interests trading and the futures
interests markets................................................. 8
The Partnerships' futures interests trading is speculative and
volatile........................................................ 8
The Partnerships' futures interests trading is highly leveraged... 8
The Partnerships' futures interests trading may be illiquid....... 8
The Partnerships' forward trading is not protected by exchange or
clearinghouse guarantees or government regulation............... 8
Trading on foreign exchanges presents greater risks to each
Partnership than trading on domestic exchanges.................. 9
Options trading can be more volatile than futures trading......... 9
The Partnerships are subject to speculative position limits....... 9
The Partnerships could lose assets and have their trading
disrupted if a Commodity Broker or others become bankrupt....... 9
Risks relating to the Partnerships and the offering of Units........ 9
You should not rely on the past performance of a Partnership in
deciding to purchase Units...................................... 9
Each Partnership incurs substantial charges....................... 10
Restricted investment liquidity in the Units...................... 10
Conflicts of interest in each Partnership's structure............. 10
Potential inability to trade or report results because of year
2000 problems................................................... 10
Risks relating to the Trading Advisors.............................. 11
Reliance on the Trading Advisors to trade successfully............ 11
Market factors may adversely influence the trading programs....... 11
Since the Partnerships are single-advisor funds they lack the
diversity of a multi-advisor fund............................... 11
Increasing the assets managed by a Trading Advisor may adversely
affect performance.............................................. 11
Charter Graham's use of an increased rate of leverage could affect
future performance.............................................. 11
PAGE
Limited term of Management Agreements may limit access to a
Trading Advisor................................................. 11
Euro conversion limits a Trading Advisor's ability to trade
certain individual currencies and could result in trading
losses.......................................................... 11
Taxation risks...................................................... 11
Your tax liability could exceed distributions..................... 11
The Partnerships' tax returns could be audited.................... 11
Conflicts of Interest................................................. 12
Fiduciary Responsibility.............................................. 13
Description of Charges................................................ 15
Use of Proceeds....................................................... 18
The Charter Series.................................................... 20
Selected Financial Data............................................... 26
Management's Discussion and Analysis of Certain Financial Matters..... 26
Quantitative and Qualitative Disclosures About Market Risk............ 30
Capitalization........................................................ 38
The General Partner................................................... 38
The Trading Advisors.................................................. 44
The Management Agreements............................................. 81
Exchange Privilege.................................................... 81
Redemptions........................................................... 82
The Commodity Brokers................................................. 84
Certain 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
Additional Information................................................ 102
Financial Statements.................................................. F-1
</TABLE>
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
PAGE
The Futures, Options, and Forwards Markets............................ II-1
Potential Advantages.................................................. II-5
Supplemental Performance Information.................................. II-15
PAGE
Exhibit A--Form of Limited Partnership Agreement...................... A-1
Annex--Request for Redemption....................................... A-21
Exhibit B--Specimen Form of Subscription and Exchange Agreement and
Power of Attorney................................................... B-1
Exhibit C--Subscription Agreement Update Form......................... C-1
</TABLE>
ii
<PAGE>
SUMMARY
THE DATE OF THIS PROSPECTUS IS * .
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.
THE 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., and Morgan Stanley Dean Witter
Charter Welton L.P.
The Charter Series offers you the choice of investing in managed futures
funds with different investment objectives and Trading Advisors employing
different trading programs, as well as the opportunity to shift investments
among the Partnerships. The Partnerships engage in the following activities: the
speculative trading of futures and forward contracts, options on futures
contracts and on physical commodities, and other commodities interests,
including foreign currencies, financial instruments, precious and industrial
metals, energy products, and agriculturals (collectively, "FUTURES INTERESTS").
The offices of each Partnership are located at Two World Trade Center, 62nd
Floor, New York, New York 10048, telephone (212) 392-8899.
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
The assets of Charter Graham are presently traded by Graham Capital
Management L.P. ("GCM"), pursuant to GCM's Global Diversified Program at 1.5
times the leverage it normally applies for the program. This program has traded
client funds since February 1995, and relies primarily on computerized trading
models to participate in approximately 80 global markets. The Global Diversified
Program will normally have approximately 27% weighting in futures contracts
based on short-term and long-term global interest rates, 38% in currency
forwards, 15% in stock index futures, 9% in agricultural futures, 8% in metal
futures, and 3% in energy futures. The actual weighting and leverage used in
each market will change over time due to liquidity, price action, and risk
considerations. Following is a summary of certain statistical information
relating to Charter Graham as of September 30, 1999.
<TABLE>
<CAPTION>
% %
----- -----
<S> <C> <C> <C>
Performance information: Break-even information:
Inception-to-date return (since Percentage of estimated annual net
3/1/99) (0.70) trading profits (after interest
income) needed to cover expenses 4.40
<CAPTION>
%
-----
<S> <C> <C> <C>
Net Assets allocated to:
GCM's Global Diversified Program 100 Percentage of estimated annual net
trading profits (after interest
income) needed to cover expenses
and the 2% redemption charge if
Units are redeemed within twelve
months after they are purchased 6.44
</TABLE>
The actual annual and year-to-date rates of return set forth below
represent the past performance of GCM's Global Diversified Program at standard
leverage, which is the same trading program utilized for Charter Graham but at a
lower rate of leverage. The pro forma annual and
1
<PAGE>
year-to-date rates of return set forth below were calculated by the General
Partner using the actual rates of return, adjusted for the fees paid by, and the
increased leverage employed for, Charter Graham. The performance results
provided below are not necessarily indications of, and may have no bearing on,
any trading results that may be attained by Charter Graham.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------ ---------
<S> <C> <C>
% %
1999 year-to-date return (9 months) 2.02 (1.08)
1998 annual return 12.20 13.41
1997 annual return 6.04 7.12
1996 annual return 14.70 18.43
1995 annual return (11 months) 26.83 39.29
</TABLE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
The assets of Charter Millburn are traded by Millburn Ridgefield
Corporation ("MRC"), pursuant to MRC's Diversified Portfolio at standard
leverage. This Program has been traded since February 1971, and trades a
portfolio of approximately 50 markets. 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. Following is a summary of certain statistical information relating
to Charter Millburn as of September 30, 1999.
<TABLE>
<CAPTION>
% %
----- -----
<S> <C> <C> <C>
Performance information: Break-even information:
Inception-to-date return (since Percentage of estimated annual net
3/1/99) 3.20 trading profits (after interest
income) needed to cover expenses 4.40
<CAPTION>
%
-----
<S> <C> <C> <C>
Net Assets allocated to:
MRC's Diversified Portfolio 100 Percentage of estimated annual net
trading profits (after interest
income) needed to cover expenses and
the 2% redemption charge if Units
are redeemed within twelve months
after they are purchased 6.44
</TABLE>
The actual annual and year-to-date rates of return set forth below
represent the past performance for the past five full years and year-to-date of
MRC's Diversified Portfolio, which is the same trading program utilized for
Charter Millburn. The pro forma annual and year-to-date rates of return set
forth below were calculated by the General Partner using the actual rates of
return, adjusted for the fees paid by Charter Millburn. The performance results
provided below are not necessarily indications of, and may have no bearing on,
any trading results that may be attained by Charter Millburn.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------ ---------
<S> <C> <C>
% %
1999 year-to-date return (9 months) 5.75 3.44
1998 annual return 6.99 4.54
1997 annual return 12.61 7.60
1996 annual return 17.33 13.59
1995 annual return 32.76 25.77
1994 annual return 11.78 7.77
</TABLE>
2
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
The assets of Charter Welton are traded by Welton Investment Corporation
("WIC"), pursuant to WIC's Diversified Portfolio at standard leverage. This
program has been traded since April 1992, and trades in over 75 global futures,
options, and forward markets. The Diversified Portfolio has approximately 22%
weighting in global interest rate futures, 22% in currencies, 22% in stock index
futures, 10% in agricultural futures, 14% in metal futures, and 10% in energy
futures. >Following is a summary of certain statistical information relating to
Charter Welton as of September 30, 1999.
<TABLE>
<CAPTION>
% %
------ ----
<S> <C> <C> <C>
Performance information: Break-even information:
Inception-to-date return Percentage of estimated annual net
(since 3/1/99) (16.40) trading profits (after interest
income) needed to cover expenses 4.40
<CAPTION>
%
------
<S> <C> <C> <C>
Net Assets allocated to:
WIC's Diversified Portfolio 100 Percentage of estimated annual net
trading profits (after interest
income) needed to cover expenses
and the 2% redemption charge if
Units are redeemed within twelve
months after they are purchased 6.44
</TABLE>
The actual annual and year-to-date rates of return set forth below
represent the past performance for the past five full years and year-to-date of
WIC's Diversified Portfolio, which is the same trading program utilized for
Charter Welton. The pro forma annual and year-to-date rates of return set forth
below were calculated by the General Partner using the actual rates of return,
adjusted for the fees paid by Charter Welton. The performance results provided
below are not necessarily indications of, and may have no bearing on, any
trading results that may be attained by Charter Welton.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------ ---------
<S> <C> <C>
% %
1999 year-to-date return (9 months) (18.02) (19.37)
1998 annual return 17.52 16.03
1997 annual return 23.62 19.24
1996 annual return 7.17 5.74
1995 annual return 36.35 37.68
1994 annual return 2.38 1.26
</TABLE>
INVESTMENT REQUIREMENTS
If you are a new investor in the Charter Series 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.
If you are an investor in another limited partnership for which Demeter
Management Corporation serves as the general partner and commodity pool
operator, you may redeem your interest in that other partnership and use the
proceeds to invest in any one or more of the Charter Series 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.
3
<PAGE>
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.
EXCHANGE PRIVILEGE
As an investor in the Charter Series, you may redeem Units in any Charter
Series Partnership and use the proceeds to purchase Units in either or both of
the other Charter Series Partnerships, at a price equal to 100% of the Net Asset
Value per Unit.
THE GENERAL PARTNER
The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation. The General Partner is or has been the general
partner and commodity pool operator of 35 commodity pools and currently operates
23 other commodity pools in addition to those in the Charter Series. As of
September 30, 1999, 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
Dean Witter Reynolds Inc. ("DWR") is the non-clearing commodity broker for
each Partnership. Carr Futures, Inc. ("CFI") is the clearing commodity broker
for each Partnership's futures interests trades and the counterparty on each
Partnership's foreign currency forward contracts. DWR and CFI are collectively
referred to in this prospectus as the "COMMODITY BROKERS".
4
<PAGE>
ORGANIZATIONAL CHART
Following is an organizational chart for each Partnership, showing the
relationships among the various parties involved with this offering. As you will
see, with the exception of CFI and the Trading Advisors, all parties are
affiliates of Morgan Stanley Dean Witter & Co.
- ------------------
*Demeter Management Corporation presently serves as general partner for 23
other commodity pools. DWR acts as the non-clearing commodity broker for all of
the pools and CFI acts as clearing commodity broker for all but one of the
pools. DWR 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>
MAJOR RISKS
* You could lose all or substantially all of your investment in the
Partnerships.
* The performance of each Partnership has been and is expected to be volatile,
and the Net Asset Value per Unit for each Partnership may fluctuate
significantly.
* Past performance is not necessarily indicative of future results.
* There is no secondary market for Units, and you may not redeem your Units
until you have been an investor in the Charter Series for at least six months.
* If you redeem any of your Units within twenty-four months after they are
purchased, you may have to pay a redemption charge.
* The Partnerships are subject to substantial charges. In order to cover its
expenses, each Partnership must earn annual net Trading Profits (after taking
into account estimated interest income, based on current rates of 4.60%) of
the following percentages of annual Net Assets:
<TABLE>
<CAPTION>
WITHOUT A WITH A 2%
REDEMPTION CHARGE REDEMPTION CHARGE
----------------- -----------------
% %
<S> <C> <C>
Charter Graham...................... 4.40 6.44
Charter Millburn.................... 4.40 6.44
Charter Welton...................... 4.40 6.44
</TABLE>
MAJOR CONFLICTS OF INTEREST
* Because the General Partner and DWR are affiliates, the fees payable to those
parties and the other terms relating to the operation of the Partnerships and
the sale of Units were not negotiated by an independent party.
* Because employees of DWR receive a portion of the futures brokerage fees paid
by the Partnerships, they have a conflict of interest in advising you in the
purchase or redemption of Units.
FEES INCURRED 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 DWR are each 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 if Trading Profits are earned on the Net Assets
managed by the Trading Advisor.
Neither you nor the Partnerships will pay any selling commissions,
organizational or continuing offering expenses in connection with the offering
of Units by the Partnerships. DWR will pay all of the costs incurred in
connection with the continuing offering of Units by, and the ordinary
administrative expenses of, each Partnership. The Partnerships must pay any
extraordinary expenses they may incur.
6
<PAGE>
REDEMPTION CHARGES INCURRED BY YOU
You may be subject to 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 to
twenty-fourth month after the Units were purchased. Units are not subject to a
redemption charge after you have owned them for more than twenty-four months.
REDEMPTIONS
Once you have been an investor in the Charter Series 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 may
have to pay a redemption charge if your redeemed Units were purchased within
twenty-four months of the date of redemption. If you are redeeming Units
acquired with the proceeds from the redemption of units in another partnership
for which Demeter served as the general partner and commodity pool operator, you
may not be subject to a redemption charge on all or part of your investment.
TAX CONSIDERATIONS
You will be allocated your distributive share of the taxable income or loss
recognized by a Partnership during the portion of the Partnership's taxable year
that you owned Units in the Partnership, whether or not you receive any
distribution from that Partnership.
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
gain tax rate. The General Partner expects 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.
7
<PAGE>
RISK FACTORS
This section includes all of the principal risks that you will face with an
investment in the Partnerships.
RISKS RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS
THE PARTNERSHIPS' FUTURES INTERESTS TRADING IS SPECULATIVE AND VOLATILE.
The rapid fluctuations in the market prices of futures interests 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 the price in a futures interest, large
losses may occur.
THE PARTNERSHIPS' FUTURES INTERESTS TRADING IS HIGHLY LEVERAGED. The
Trading Advisor for each Partnership uses substantial leverage when trading
futures interests, 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 September 1999, as compared to the average month-end Net Assets
of the Partnership during that period.
<TABLE>
<S> <C>
Charter Graham 18.0 times Net Assets
Charter Millburn 6.7 times Net Assets
Charter Welton 9.2 times Net Assets
</TABLE>
THE PARTNERSHIPS' FUTURES INTERESTS TRADING MAY BE ILLIQUID. Daily price
fluctuation limits are established by most U.S. futures exchanges and approved
by the CFTC. When the market price of a futures contract reaches its daily price
fluctuation limit, the Partnerships cannot execute trades at prices outside that
limit. The Partnerships could therefore have to maintain a losing position for
several days, or longer, and could lose considerably more than the initial
margin put up to establish the position. The Partnerships also could experience
difficult or impossible execution in thinly traded or illiquid markets, or where
an exchange or the CFTC finds it necessary to suspend or restrict trading in a
futures interest in order to protect the markets or investors.
THE PARTNERSHIPS' FORWARD TRADING IS NOT PROTECTED BY EXCHANGE OR
CLEARINGHOUSE GUARANTEES OR GOVERNMENT REGULATION. Each Partnership may trade
currency forward contracts. Unlike futures contracts, the performance of forward
contracts is not guaranteed by an exchange or clearinghouse. Because there is no
exchange or clearinghouse guarantee, a Partnership may incur substantial losses
if the banks and dealers acting as principals on the forward transactions are
unable to perform. Because the Partnerships are trading forward contracts only
with CFI, they are subject to the creditworthiness of CFI on its forward
contract trades. Also, while U.S. futures contract trading is regulated by the
CFTC, no U.S. governmental agency regulates the forward markets.
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 September 1999, that relate to forward contracts. The percentage of each
Partnership's margin requirements that relate
8
<PAGE>
to forward contracts varies from month to month and can be significantly higher
or lower than the percentages set forth below.
<TABLE>
<S> <C>
%
-------
Charter Graham 32.7
Charter Millburn 35.7
Charter Welton 0
</TABLE>
TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON DOMESTIC EXCHANGES. Each Partnership trades on exchanges located
outside the U.S., where CFTC regulations do not apply. On some foreign
exchanges, the clearinghouses and exchanges are not responsible for the
performance of a transaction, which means that the Partnerships are at risk of
the creditworthiness of the exchange member executing the trade for the
Partnership. Trading on foreign exchanges also presents the added risks of less
regulation, exchange controls, expropriation, excessive taxation, or government
disruptions. Furthermore, a Partnership could incur losses when determining the
value of its foreign futures interests positions in U.S. dollars because of
fluctuations in exchange rates.
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 September 1999 that relate to futures interests on foreign exchanges. The
percentage of each Partnership's margin requirements that relate to futures
interests 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 33.9
Charter Millburn 31.0
Charter Welton 36.6
</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.
THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION LIMITS. The CFTC and
U.S. futures exchanges have established speculative position limits ("POSITION
LIMITS") on the maximum futures interests 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.
RISKS RELATING TO THE PARTNERSHIPS AND THE OFFERING OF UNITS
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 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.
9
<PAGE>
EACH PARTNERSHIP INCURS SUBSTANTIAL CHARGES. Each Partnership incurs
substantial charges each month. All such fees and charges are described under
"Description of Charges."
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 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 DWR 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 DWR 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 interests for their own accounts. Thus, they may compete with a
Partnership for positions.
* The other commodity pools managed by the General Partner and the Trading
Advisors also compete with the Partnerships for futures interests
positions.
POTENTIAL INABILITY TO TRADE OR REPORT RESULTS BECAUSE OF YEAR 2000
PROBLEMS. Commodity pools, like financial and business organizations and
individuals around the world, depend on the smooth functioning of computer
systems. Many computer systems in use today cannot recognize the computer code
for the year 2000, but revert to 1900 or some other date. This is commonly known
as the "YEAR 2000 PROBLEM." The Partnerships could be adversely affected if
computer systems used by them or any third party with whom they have a material
relationship do not properly process and calculate data concerning dates on or
after January 1, 2000. Such a failure could adversely affect the handling or
determination of futures trades and prices and other services.
Morgan Stanley Dean Witter & Co. ("MSDW"), the parent of DWR and the
General Partner, began its planning for the Year 2000 Problem in 1995, and
currently has several hundred employees working on the matter. It has developed
its own Year 2000 compliance plan to deal with the problem and had the plan
approved by the company's executive management, Board of Directors and
Information Technology Department. The General Partner is coordinating with MSDW
to address the Year 2000 Problem with respect to the General Partner's computer
systems. This includes hardware and software upgrades, systems consulting and
computer maintenance.
Beyond the challenge facing internal computer systems, the systems failure
of any of the third parties with whom the Partnerships have a material
relationship -- the futures exchanges and clearing organizations through which
they trade, CFI and the Trading Advisors -- could result in a material financial
risk to the Partnerships. The General Partner, the Commodity Brokers, the
Trading Advisors and all US futures exchanges are subject to monitoring by the
CFTC for their Year 2000 preparedness, and the major foreign futures exchanges
have engaged in market-wide testing of their Year 2000 compliance during 1999.
The General Partner has monitored the progress of CFI and each Trading Advisor
throughout 1999 in their Year 2000 compliance and, where applicable, is testing
its external interface with CFI and the Trading Advisors.
A worst case scenario would be one in which trading of contracts on behalf
of the Partnerships becomes impossible as a result of the Year 2000 Problem
encountered by any third parties. MSDW has developed various "contingency plans"
in the event that the systems of such
10
<PAGE>
third parties fail. The General Partner intends to consult closely with MDSW in
implementing those plans. Despite the best efforts of both the General Partner
and MSDW, however, it is possible that these steps will not be sufficient to
avoid any adverse impact to the Partnerships.
RISKS RELATING TO THE TRADING ADVISORS
RELIANCE ON THE TRADING ADVISORS TO TRADE SUCCESSFULLY. The Trading
Advisors are responsible for making all futures interests trading decisions for
the Partnerships. The General Partner cannot assure you that the trading
programs employed by the Trading Advisors 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.
SINCE THE PARTNERSHIPS ARE SINGLE-ADVISOR FUNDS THEY LACK THE DIVERSITY OF
A MULTI-ADVISOR FUND. The Partnerships are each managed by a single Trading
Advisor. Therefore, the Partnerships lack the 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 often diminish as
the equity under their management increases. You should know that the Trading
Advisors have not agreed to limit the amount of additional equity that they will
manage.
CHARTER GRAHAM'S USE OF AN INCREASED RATE OF LEVERAGE COULD AFFECT FUTURE
PERFORMANCE. The General Partner and GCM, the Trading Advisor for Charter
Graham, have agreed that GCM 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 GCM's performance, result in increased
gain or loss and trading volatility, as compared to other accounts employing
GCM's Global Diversified Program at standard leverage.
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.
EURO CONVERSION LIMITS A TRADING ADVISOR'S ABILITY TO TRADE CERTAIN
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
(the "EURO"). 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 certain
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.
TAXATION RISKS
YOUR TAX LIABILITY COULD EXCEED DISTRIBUTIONS. If a Partnership has profit
for a taxable year, the profit may be taxable to the Partners, whether or not
the profit is actually distributed. Accordingly, your federal income taxes may
exceed the amount of your distribution, if any, for a taxable year.
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.
11
<PAGE>
CONFLICTS OF INTEREST
RELATIONSHIP OF THE GENERAL PARTNER TO DWR AS COMMODITY BROKER AND SELLING
AGENT
The General Partner and DWR are wholly-owned subsidiaries of MSDW. DWR is
the non-clearing commodity broker for each Partnership and receives a monthly
brokerage fee for futures interests transactions effected for each Partnership.
Because the General Partner is an affiliate of DWR, 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
investors' benefit, and in obtaining favorable brokerage fees for DWR and
retaining DWR as the non-clearing commodity broker. In addition, DWR, as selling
agent, may compensate and pay bonuses to certain officers and directors of the
General Partner, who are also employees of, and are compensated by, DWR. This
additional compensation is based on various factors, including the amount of
brokerage fees generated by the Partnerships. Customers of DWR 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 the Partnerships.
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 costs, without an offsetting
increase in revenue, the General Partner has an incentive to select Trading
Advisors who execute trades less frequently.
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, which are reviewed annually by the General Partner, are fair,
reasonable, and competitive, and represent the best price and services
available, considering the following factors: the size and trading activity of
each Partnership and the services provided, and the costs, expenses, and risk
borne, by DWR and the General Partner.
DWR pays the expenses of organizing the Partnerships and offering the
Units. DWR also pays the Partnerships' ordinary administrative expenses.
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.
DWR pays a significant portion of the brokerage fees it receives from each
Partnership to its employees for providing continuing assistance to Limited
Partners. Therefore, DWR employees have a conflict of interest when providing
investment and redemption advice to you.
Further, certain pools may generate larger brokerage commissions, resulting
in increased payments to DWR employees.
The Partnerships, DWR, and the General Partner are represented by a single
counsel. Therefore, certain terms of this offering were not negotiated at
arm's-length. In addition, no independent due diligence has been conducted with
respect to this offering.
ACCOUNTS OF AFFILIATES OF THE GENERAL PARTNER, THE TRADING ADVISORS, AND THE
COMMODITY BROKERS
The General Partner does not trade futures interests for its own account,
but certain 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 interests for their own
proprietary accounts. Their trading records will not be available to you.
CFI is a large futures commission merchant, handling substantial customer
business in futures interests. Thus, CFI may effect transactions for the account
of a Partnership in which the other parties to such transactions are employees
or affiliates of the General Partner, a Trading Advisor, or CFI, or customers or
correspondents of CFI. These persons might also compete with a Partnership in
bidding on purchases or sales of futures interests without knowing that the
Partnership is also bidding. It is possible that transactions for these other
persons might be
12
<PAGE>
effected when similar trades for one or more Partnerships are not executed or
are executed at less favorable prices.
MANAGEMENT OF OTHER ACCOUNTS BY THE TRADING ADVISORS
Each Trading Advisor may manage futures interests accounts in addition to a
Partnership's account. Each Trading Advisor must aggregate futures interests
positions in other accounts managed by it with futures interests positions in
the applicable Partnership's account for speculative position limit purposes.
This may require a Trading Advisor to liquidate or modify positions for all of
its accounts, which could adversely affect the Partnership's performance. A
Trading Advisor may have a conflict of interest in rendering advice to a
Partnership because the compensation it receives for managing other accounts may
exceed the compensation it receives for managing the Partnership's account.
Moreover, 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 these other accounts for the same or similar positions. A Trading
Advisor's records will not be made available to you. However, each Management
Agreement does permit the General Partner access to records relating to the
accounts managed by a Trading Advisor in order to determine that the
Partnership's account is treated fairly. Each Management Agreement also provides
that the Trading Advisor will deal with the Partnership in a fiduciary capacity
to the extent recognized by applicable law and will not enter into transactions
where it knowingly or deliberately favors itself or another client over the
Partnership.
CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS
Under the Customer Agreements for a Partnership, all funds, futures
interests and securities positions, and credits carried for the Partnership are
held as security for its obligations to the Commodity Brokers; the margins
necessary to initiate or maintain open positions will be established by the
Commodity Brokers from time to time; and the Commodity Brokers may close out
positions, purchase futures interests, or cancel orders at any time it deems
necessary for their protection, without the consent of the Partnership.
Each Commodity Broker or the General Partner, or the investors in each
Partnership by majority vote, may terminate the brokerage relationship and close
the Partnership's futures interests account at the Commodity Broker upon 60
days' prior written notice and under certain other circumstances.
FIDUCIARY RESPONSIBILITY
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 (the "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 (the "CEACT"), 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, DWR (as selling agent), any other firm selling Units (an "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, DWR (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.
13
<PAGE>
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, DWR (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, DWR (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, DWR (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 (the "1933 ACT") 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 whether such an indemnification is consistent with the
policies expressed in the CEAct will be determined by the CFTC on a case-by-case
basis.
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 these persons 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 CEAct, 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 by the Partnership or the
General Partner 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
14
<PAGE>
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.
DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP
Each Partnership is subject to substantial charges, all of which are
described in detail below. The charges described below are the same for each
Partnership, and represent all of the fees and compensation payable by the
Partnerships to the Trading Advisors, DWR and CFI.
<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.
DWR........................... Monthly Brokerage Fee. 1/12 of 7% of the
Partnership's Net Assets.
Commodity Brokers............. Financial benefit to DWR and The aggregate of (i) the
CFI or their affiliates from flat-rate brokerage fee
interest earned on the payable by the Partnership, as
Partnership's assets in excess described above, and (ii) net
of the interest paid to the excess interest and
Partnership and from compensating balance benefits
compensating balance treatment to DWR and CFI or their
in connection with the affiliates (after crediting
designation of a bank or banks the Partnership with interest)
in which the Partnership's will not exceed 14% annually
assets are deposited. of the Partnership's average
month-end Net Assets during a
calendar year.
</TABLE>
TRADING ADVISOR
(a) 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).
The monthly management fee will be prorated based on actual trading days if
during any month a Partnership does not conduct business operations or suspends
trading or, as a result of an act or failure to act by its Trading Advisor, the
Partnership is otherwise unable to utilize the trading advice of the Trading
Advisor on any of the trading days of that period for any reason, or if the
Management Agreement is terminated on a date other than the end of a calendar
month.
(b) Incentive Fee. Each Partnership pays its Trading Advisor a monthly
incentive fee equal to 20% of Trading Profits experienced by the Partnership as
of the end of each calendar month. "TRADING PROFITS" is defined as the net
futures interests trading profits (realized and unrealized) earned on a
Partnership's Net Assets, decreased by monthly management fees, brokerage fees,
and any transaction fees and costs not included in the brokerage fees (under the
current Customer Agreements with the Commodity Brokers, the brokerage fees
include all transaction fees and
15
<PAGE>
costs); with such Trading Profits and items of decrease determined from the end
of the last calendar month in which an incentive fee was earned by the Trading
Advisor or, if no incentive fee has been earned previously by the Trading
Advisor, from the date that the Partnership commenced trading, to the end of the
month as of which the incentive fee calculation is being made. Extraordinary
expenses of the Partnership, if any, will not be deducted in determining Trading
Profits. No incentive fees will be paid on interest earned by any Partnership.
If 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 futures interests
trading loss, the trading loss for that incentive period which must be recovered
before the Trading Advisor 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 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 interests 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 Partnership equaled $20,000,000 as of the first day of each
month during the fiscal year, DWR 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, DWR pays
or reimburses the Partnerships for all fees and costs of CFI in executing trades
on behalf of the Partnerships. These fees include floor brokerage fees, exchange
fees, clearinghouse fees, NFA fees, "give up" fees, any taxes (other than income
taxes), any third party clearing costs incurred by CFI, costs associated with
taking delivery of futures interests, and fees for execution of forward contract
transactions.
DWR also pays, from the brokerage fees it receives, the administrative and
continuing offering expenses of each Partnership. Ordinary administrative
expenses for which DWR is responsible include legal, accounting and auditing
expenses, printing and mailing expenses, and filing fees incurred in preparing
reports, notices and tax information to Limited Partners and regulatory bodies.
Continuing offering expenses for which DWR is responsible include the cost of
legal, accounting and auditing fees, printing costs, filing fees, escrow fees,
marketing costs and other related fees and expenses.
16
<PAGE>
While each Partnership pays a flat-rate brokerage fee, rather than
"roundturn commissions" on each trade, it is estimated, based upon each Trading
Advisor's historical trading, that such flat-rate brokerage fees would translate
into roundturn commissions ranging from approximately:
$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, organizational, offering, and other expenses, for which
DWR is responsible, but are typically paid separately from roundturn
commissions. No representation or warranty is made as to the accuracy of the
foregoing estimates, as they are totally dependent on the number of transactions
effected by the Trading Advisors for the respective Partnerships.
Financial Benefits. DWR and CFI benefit from the interest crediting
arrangements and possible compensating balance treatment in connection with its
designation of a bank or banks in which the Partnerships' assets are deposited.
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.
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.
* 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.
Subject to certain exceptions, if you redeem Units on or before the last
day of the twelfth month after they were purchased, you will be subject to a
redemption charge equal to 2% of the Net Asset Value of a Unit on the Redemption
Date. If you redeem Units after the last day of the twelfth month and on or
before the last day of the twenty-fourth month after they were purchased, you
will be subject to a redemption charge equal to 1% of the Net Asset Value of a
Unit on the
17
<PAGE>
Redemption Date. If you redeem Units after the last day of the twenty-fourth
month after they were purchased, you will not be subject to a redemption charge.
Any redemption charges will be paid to DWR.
The following is an example of a redemption charge that may be payable by
you to DWR. If you redeem $20,000 worth of Units in a Partnership after the
sixth month and prior to 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,
you would be required to pay DWR an aggregate redemption charge equal to $400
(2% of $20,000).
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,
based on current rates of 4.60%) in order to break even after one year and two
years. The fees and expenses applicable to each Partnership are set forth in the
chart under "Description of Charges" on page * .
<TABLE>
<CAPTION>
$20,000
INVESTMENT
----------
<S> <C>
Management Fee......................................................... $ 400
Brokerage Fee.......................................................... $1,400
Less: Interest Income(1)............................................... $ (920)
Incentive Fee(2)....................................................... --
Redemption Charge(3)................................................... $ 408
Amount of Trading Profits required for you to recoup your initial
investment at the end of one year.................................... $1,288
Percentage of Net Assets that a Partnership must earn in order for you
to recoup your initial investment with a 2% redemption charge at the
end of one year...................................................... 6.44%
Amount of Trading Profits required each year for you to recoup your
initial investment after two years without incurring a redemption
charge............................................................... $ 880
Percentage of Net Assets that a Partnership must earn each year in
order for you to recoup your initial investment without incurring a
redemption charge.................................................... 4.40%
</TABLE>
- ------------------
(1) The Partnerships will receive interest at the rate earned by DWR on its U.S.
Treasury bill investments with customer segregated funds as if 100% of each
Partnership's average daily funds (including cash and securities) were held
and invested at that rate. In addition, DWR will credit each Partnership
with 100% of the interest income DWR receives from CFI with respect to such
Partnership's assets deposited as margin with CFI. For purposes of the
break-even calculation, it was estimated that approximately 80% of each
Partnership's average daily funds maintained in trading accounts will be on
deposit with DWR and earn interest income at a rate of approximately 4.75%,
and that approximately 20% of each Partnership's average daily funds
maintained in trading accounts will be on deposit with CFI and generate
interest income at a rate of approximately 4.0%. An interest rate of 4.75%
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 DWR earned in excess of such amount. The combined
rate used for this break-even analysis is estimated to be approximately
4.60%.
(2) Incentive fees are assumed to be zero because (i) interest income is greater
than the redemption fee and (ii) each Trading Advisor's Trading Profits are
assumed to equal expenses.
(3) Units redeemed at the end of one year from the date of purchase are
generally subject to a 2% redemption charge. Units redeemed after two years
are not subject to redemption charges.
USE OF PROCEEDS
The Partnerships engage in the following activities: the speculative
trading of futures and forward contracts, options on futures contracts and
physical commodities, and other commodities
18
<PAGE>
interests, including foreign currencies, financial instruments, precious and
industrial metals, energy products, and agriculturals (collectively, "FUTURES
INTERESTS"). 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 commodity trading accounts established by
the Commodity Brokers for the Trading Advisor for that Partnership. All of the
funds in a Partnership's trading accounts will be used to engage in futures
interests trading.
The Partnerships' assets held by the Commodity Brokers will be segregated
or secured in accordance with the CEAct 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 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 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. These non-U.S. banks and foreign brokers
will be qualified depositories pursuant to relevant CFTC Advisories. The
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 Trading Advisor for each Partnership is obligated to invest in
accordance with the trading policies applicable to such Partnership. These
trading policies provide, among other things, that a Trading Advisor may commit
as margin up to, but no more than, a certain percentage of funds under
management.
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.
19
<PAGE>
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, DWR will credit each Partnership with interest income at each
month-end at the rate earned by DWR on its U.S. Treasury bill investments with
customer segregated funds as if 100% of each Partnership's average daily funds
(including cash and securities) held in such Partnership's account with DWR
during the month were invested in U.S. Treasury bills at such rate. In addition,
DWR will credit each Partnership with 100% of the interest income DWR receives
from CFI with respect to such Partnership's assets deposited as margin with CFI.
It is anticipated that approximately 80% of each Partnership's average daily
funds maintained in trading accounts will be on deposit with DWR and that
approximately 20% of each Partnership's average daily funds maintained in
trading accounts will be on deposit with CFI, although those percentages will
vary from time to time. DWR and CFI will retain any interest earned in excess of
the interest paid by DWR to the Partnerships.
To the extent the Partnerships' funds are held by DWR and CFI in customer
segregated accounts relating to trading in U.S. exchange-traded futures
interests, such funds, along with segregated funds of other customers in the
accounts, may be invested by DWR and CFI, 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 certain reverse repurchase
agreements with respect to such instruments. To the extent the Partnerships'
funds are held by DWR and CFI in secured accounts relating to trading in futures
interests on non-U.S. exchanges or in forward contracts, such funds may be
invested by DWR and CFI, 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, a
Division of The McGraw Hill Companies, Inc. A significant portion of the
Partnerships' funds held by DWR 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, DWR and CFI or their affiliates may benefit from compensating
balance treatment in connection with their designation of a bank or banks in
which the Partnerships' assets are deposited, meaning that DWR and CFI or their
affiliates will receive favorable loan rates from such bank or banks by reason
of such deposits. While it is anticipated that these compensating balance
benefits will exceed the interest credited to each Partnership, it is estimated
that they should not exceed 4% of each Partnership's annual average Net Assets
after such credits.
To the extent that the excess interest and compensating balance benefits to
DWR and CFI or their affiliates exceed the interest DWR is obligated to credit
to the Partnerships, they will not be shared with the Partnerships.
THE CHARTER SERIES
GENERAL
The Charter Series, a series of related managed futures funds, offers the
investor a choice of managed futures funds, each with a different Trading
Advisor and trading approach. The Charter Series presently consists of three
Delaware limited partnerships formed on July 15, 1998 and organized pursuant to
the form of Limited Partnership Agreement annexed to this Prospectus as Exhibit
A. Demeter is the general partner and commodity pool operator ("CPO") of each
Partnership.
20
<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.
The Partnerships are continuously offering 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 subscriber's subscription.
The following is a summary of certain information relating to the sale of
Units of each Partnership from its commencement of operations through September
30, 1999:
<TABLE>
<CAPTION>
CHARTER CHARTER CHARTER
GRAHAM MILLBURN WELTON
-------------- -------------- --------------
<S> <C> <C> <C>
Units sold............................. 1,761,328.320 2,191,642.042 2,282,018.446
Units available for sale............... 7,238,761.680 6,808,357.958 6,717,981.554
Total proceeds received................ $ 16,867,464 $ 22,316,852 $ 21,042,488
General Partner contributions.......... $ 200,000 $ 245,000 $ 230,000
Number of Limited Partners............. 1,067 1,203 1,181
</TABLE>
INVESTMENT PROGRAMS OF EACH CHARTER SERIES PARTNERSHIP
The investment objective of each Partnership is to achieve capital
appreciation and to provide investors with diversification from traditional
investments, such as stocks and bonds, in their portfolio, through the
speculative trading of a diverse mix of futures interests.
The selection of the Trading Advisor for each Partnership was based on a
review of each Trading Advisor's trading programs, experience and trading
performance, including the level of volatility in performance experienced by the
Trading Advisor in the past. Although these factors are obtained from past
trading performance, the General Partner believes such factors have some value
in evaluating the potential trading success of a Trading Advisor; however,
future performance may be completely different. The General Partner is not
predicting or guaranteeing any level of performance or risk by any Partnership.
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
The Trading Advisor for Charter Graham is Graham Capital Management, L.P.
("GCM").
GCM is a Delaware limited partnership formed in 1994 and is registered as a
commodity trading advisor ("CTA") and CPO with the CFTC and is a member of the
NFA in such capacities. The assets of Charter Graham are presently traded
pursuant to GCM's Global Diversified Program at 1.5 times the standard leverage
GCM applies for the program. Margin requirements over time at standard leverage
are expected to average about 15% to 20% of equity for accounts traded by GCM;
thus, margin requirements for Charter Graham over time are expected to average
about 20% to 30% of Charter Graham's Net Assets. The Global Diversified Program
has been traded on behalf of clients since February 1995, and relies primarily
on computerized trading models to participate in approximately 80 global
markets. Subject to the prior approval of the General Partner, GCM may, at any
time, trade some or all of the Partnership's assets pursuant to one or more of
GCM's other systematic programs and/or GCM's discretionary trading approach, and
at an increased or reduced rate of leverage.
As of September 30, 1999, GCM was managing client assets pursuant to the
Global Diversified Program (standard leverage) of approximately $145 million
(notional funds included), and approximately $537 million (notional funds
included) in all of its programs.
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
The Trading Advisor for Charter Millburn is Millburn Ridgefield Corporation
("MRC").
21
<PAGE>
MRC is a Delaware corporation formed in 1982 and is registered as a CTA and
CPO with the CFTC and is a member of the NFA in such capacities. The assets of
Charter Millburn are traded pursuant to MRC's Diversified Portfolio, which has
been traded since February 1971, and which trades a portfolio of approximately
50 markets in the following sectors: currencies, precious and industrial metals,
debt instruments, stock indices, agricultural commodities and energy. Subject to
the prior approval of the General Partner, MRC may, at any time, trade some or
all of the Partnership's assets among one or more of MRC's other programs.
As of September 30, 1999, MRC was managing approximately $445 million of
client assets pursuant to the Diversified Portfolio and approximately $720
million in all of its programs.
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
The Trading Advisor for Charter Welton is Welton Investment Corporation
("WIC").
WIC is a Delaware corporation merged in May 1997 from a California
corporation originally formed in November 1988, and is registered as a CTA and
CPO with the CFTC and is a member of the NFA in such capacities. The assets of
Charter Welton are traded pursuant to WIC's Diversified Portfolio, which has
been traded since April 1992, trades a portfolio of approximately 75 markets,
and relies primarily on exposure to a wide spectrum of futures markets. Subject
to the prior approval of the General Partner, WIC may, at any time, trade some
or all of the Partnership's assets among one or more of WIC's other programs and
portfolios.
As of September 30, 1999, WIC was managing approximately $102 million of
client assets pursuant to its Diversified Portfolio, and approximately $110
million in all of its programs.
TRADING POLICIES
Each Trading Advisor will manage the Partnerships' funds in accordance with
the following trading policies:
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.
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.
22
<PAGE>
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 indices, options on such futures contracts, and other commodity
options.
Material changes to the Trading Policies described above may be made only
with the prior written approval of Limited Partners owning more than 50% of
Units then outstanding. The General Partner will notify the Limited Partners
within seven business days after any material change in the Partnership's
Trading Policies so approved by the Limited Partners.
PERFORMANCE RECORDS
Capsules I through III below contain summary performance information for
each Partnership from March 1999, its commencement of operations, through
September 1999. All performance information has been calculated on an accrual
basis in accordance with generally accepted accounting principles. The footnotes
on page * 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 the 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 be
able to avoid incurring substantial losses. You should also note that interest
income may constitute a significant portion of a Partnership's total income and,
in certain instances, may generate profits where there have been realized or
unrealized losses from futures interest trading.
23
<PAGE>
CAPSULE I
PERFORMANCE OF CHARTER GRAHAM
Type of Pool: Publicly-Offered Fund
Inception of Trading: March 1999
Aggregate Subscriptions: $17,067,464
Current Capitalization: $17,613,300
Current Net Asset Value per Unit: $9.93
Worst Monthly % Drawdown (Month/Year): (8.00)% (March 1999)
Worst Month-End Peak-to-Valley Drawdown: (9.80)% (3 months, March 1999-May 1999)
Cumulative Return Since Inception: (0.70)%
<TABLE>
<CAPTION>
MONTHLY RATE
OF RETURN
MONTH 1999
----------------------------------------------- ------------
<S> <C>
%
March.......................................... (8.00)
April.......................................... 4.24
May............................................ (5.94)
June........................................... 6.65
July........................................... (2.60)
August......................................... 4.70
September...................................... 1.22
Compound Period Rate of Return................. (0.70)
<CAPTION>
(7 Months)
</TABLE>
CAPSULE II
PERFORMANCE OF CHARTER MILLBURN
Type of Pool: Publicly-Offered Fund
Inception of Trading: March 1999
Aggregate Subscriptions: $22,561,852
Current Capitalization: $22,705,008
Current Net Asset Value per Unit: $10.32
Worst Monthly % Drawdown (Month/Year): (3.77)% (July 1999)
Worst Month-End Peak-to-Valley Drawdown: (3.77)% (1 month, July 1999)
Cumulative Return Since Inception: 3.20%
<TABLE>
<CAPTION>
MONTHLY RATE
OF RETURN
MONTH 1999
----------------------------------------------- ------------
<S> <C>
%
March.......................................... (0.50)
April.......................................... 5.03
May............................................ (3.54)
June........................................... 5.16
July........................................... (3.77)
August......................................... 0.98
September...................................... 0.19
Compound Period Rate of Return................. 3.20
<CAPTION>
(7 Months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
24
<PAGE>
CAPSULE III
PERFORMANCE OF CHARTER WELTON
Type of Pool: Publicly-Offered Fund
Inception of Trading: March 1999
Aggregate Subscriptions: $21,272,488
Current Capitalization: $19,077,471
Current Net Asset Value per Unit: $8.36
Worst Monthly % Drawdown (Month/Year): (7.70)% (March 1999)
Worst Month-End Peak-to-Valley Drawdown: (16.40)% (7 months, March
1999-September 1999)
Cumulative Return Since Inception: (16.48)%
<TABLE>
<CAPTION>
MONTHLY RATE
OF RETURN
MONTH 1999
----------------------------------------------- ------------
<S> <C>
%
March.......................................... (7.70)
April.......................................... 0.33
May............................................ (3.46)
June........................................... 3.02
July........................................... (4.13)
August......................................... (3.17)
September...................................... (2.22)
Compound Period Rate of Return................. (16.48)
<CAPTION>
(7 Months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FOOTNOTES TO CAPSULES I THROUGH III
"Drawdown" means decline in Net Asset Value per Unit.
"Worst Month-End Peak-to-Valley Drawdown" is equivalent to the "drawdown"
experienced by a Partnership, determined in accordance with CFTC Rule 4.10(l),
and represents the greatest percentage decline from any month-end Net Asset
Value per Unit which occurs without such month-end Net Asset Value per Unit
being equaled or exceeded as of a subsequent month-end. In dollar terms, for
example, if the Net Asset Value per Unit of a Partnership declined by $1 in each
of January and February, increased by $1 in March and declined again by $2 in
April, a "peak-to-valley drawdown" analysis conducted as of the end of April
would consider that "drawdown" to be still continuing and to be $3 in amount,
whereas if the Net Asset Value of a Unit had increased by $2 in March, the
January-February drawdown would have ended as of the end of February at the $2
level. Such "drawdowns" are measured on the basis of month-end Net Asset Values
only, and do not reflect intra-month figures.
"Monthly Rate of Return" 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.
ADDITIONAL PARTNERSHIPS
In the future, additional partnerships may be added to the Charter Series
and units of limited partnership interest of such partnerships may be offered
pursuant to an updated version of, or supplement to, this Prospectus. Such
partnerships will generally have different Trading Advisors and may have
substantially different trading approaches or fee structures. You should
carefully
25
<PAGE>
review any 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 annual and quarterly reports, proxy
statements and certain other information required by the Securities Exchange Act
of 1934, as amended, with the SEC. 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."
SELECTED FINANCIAL DATA
The following are the results of operations for each Partnership for the
period from March 1, 1999 (commencement of operations) to September 30, 1999.
<TABLE>
<CAPTION>
CHARTER CHARTER CHARTER
GRAHAM MILLBURN WELTON
------------------- ------------------- -------------------
<S> <C> <C> <C>
$ $ $
(Unaudited) (Unaudited) (Unaudited)
REVENUES
Trading profit (loss):
Realized.............................. 227,946 661,065 (2,096,441)
Net change in unrealized.............. 705,148 123,450 470,344
----------- ----------- -----------
Total Trading Results............... 933,094 784,515 (1,626,097)
Interest income (DWR and Carr).......... 231,755 294,657 289,356
----------- ----------- -----------
Total Revenues...................... 1,164,849 1,079,172 (1,336,741)
----------- ----------- -----------
EXPENSES
Brokerage fees (DWR).................... 411,520 528,810 512,045
Management fees......................... 117,577 151,089 146,299
Incentive fees.......................... -- 103,350 --
----------- ----------- -----------
Total Expenses...................... 529,097 783,249 658,344
----------- ----------- -----------
NET INCOME (LOSS)....................... 635,752 295,923 (1,995,085)
----------- ----------- -----------
----------- ----------- -----------
NET INCOME (LOSS) PER UNIT FOR PERIOD:
Limited Partners........................ (.07) .32 (1.64)
General Partner......................... (.07) .32 (1.64)
TOTAL ASSETS AT END OF PERIOD........... 17,780,487 22,957,816 19,346,075
TOTAL NET ASSETS AT END OF PERIOD....... 17,613,300 22,705,008 19,077,471
NET ASSET VALUE PER UNIT AT END OF
PERIOD................................
Limited Partners........................ 9.93 10.32 8.36
General Partner......................... 9.93 10.32 8.36
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN FINANCIAL MATTERS
LIQUIDITY
Assets of each Partnership are deposited with DWR and CFI in separate
futures interests 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
approved by the CFTC for investment of customer funds. Each Partnership's assets
held by DWR and CFI may be used as margin solely for the Partnership's trading.
Since each Partnership's sole purpose is to trade in futures interests, it is
expected that each Partnership will continue to own such liquid assets for
margin purposes.
Each Partnership's investment in futures interests may, from time to time,
be illiquid. Most U.S. futures exchanges limit fluctuations in certain futures
interest prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Pursuant to such
26
<PAGE>
regulations, during a single trading day no trades may be executed at prices
beyond the daily limit. If the price for a particular futures interest has
increased or decreased by an amount equal to the daily limit, positions in that
futures interest can neither be taken nor liquidated unless traders are willing
to effect trades at or within the limit. Futures interests 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 interests 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.
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 interests in subsequent
periods. It is not possible to estimate the amount and therefore the impact of
future redemptions, exchanges, or sales of additional Units.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
For the period ended September 30, 1999. For the period from March 1, 1999
(commencement of operations) to September 30, 1999, Charter Graham recorded
total trading revenues, including interest income, of $1,164,849, and posted a
net decrease in Net Asset Value per Unit. The most significant losses were
recorded from long positions in U.S. stock index futures as domestic stock
prices declined during late July due to increased inflationary concerns after
Federal Reserve Chairman Alan Greenspan said that the U.S. economy may be
growing fast enough to warrant another interest rate hike. Smaller losses were
experienced from short positions in German stock index futures during August as
prices increased due to a temporary upward move in U.S. stock prices during that
month. In the agricultural markets, losses were incurred during March from short
corn futures positions as prices moved higher in a technical and seasonally
driven rally, as well as a lack of heavy producer selling. These losses were
offset by profits recorded in the currency markets from long positions in the
Japanese yen, as the value of the yen strengthened versus the U.S. dollar and
other major currencies due to renewed confidence in Japan's economic recovery.
Additional profits were recorded during May and June from short positions in
gold futures as gold prices fell sharply in anticipation of the British
Treasury's July auction. Gains were also recorded from long positions in base
metal futures as prices in these markets increased during August and September
amid an increase in demand and a decrease in supplies. Smaller gains were
recorded in energies from long positions in crude oil futures as oil prices
climbed higher during April, June, August and September amid tightening of
supply and growing global demand.
Total expenses for the period from March 1, 1999 (commencement of
operations) to September 30, 1999 were $529,097, resulting in net income of
$635,752. The Net Asset Value of a Unit decreased from $10.00 at March 1, 1999
(commencement of operations) to $9.93 at September 30, 1999. The Net Asset Value
per Unit decreased despite the Partnership's net profit for the period because
of an influx of subscriptions after net losses were recorded for earlier interim
periods.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
For the period ended September 30, 1999. For the period from March 1, 1999
(commencement of operations) to September 30, 1999, Charter Millburn recorded
total trading revenues, including
27
<PAGE>
interest income, of $1,079,172, and posted an increase in Net Asset Value per
Unit. The most significant gains were recorded from long positions in crude oil
and its refined products, unleaded gas, gas oil, and heating oil, as prices
climbed higher during March following an agreement reached by both OPEC and
non-OPEC countries to cut total output beginning April 1st. Oil prices continued
to move higher throughout the third quarter due to declining supplies and
increasing demand. Additional gains were recorded in the metals markets from
long positions in gold futures as gold prices soared during September following
the Bank of England's second gold auction and an announcement by several
European central banks stating that they were going to restrict the sales of
gold reserves for five years. Smaller gains were recorded from short positions
in German interest rate futures during June and July as prices moved lower amid
skepticism regarding the European Monetary Union and fears of an interest rate
hike in the U.S. These gains were partially offset by losses incurred from long
positions in Hang Seng Index futures as equity prices in Hong Kong dropped
during early August amid tensions between China and Taiwan. Smaller losses were
incurred in this market complex from trading Nikkei Index futures during August
and September as Japanese equity prices experienced short-term volatility amid
speculation of whether the Bank of Japan would intervene to prevent the yen from
rising further relative to the U.S. dollar. Losses were also experienced in soft
commodities from long coffee futures positions as coffee prices declined sharply
during early June due to forecasts for warmer weather in Brazil and ample
warehouse supplies. Smaller losses were incurred in the currency markets during
July and September from short positions in the euro and the Swiss franc as the
value of these currencies reversed their previous downward trend versus the U.S.
dollar amid bullish economic data out of Europe and inflationary pressures in
the U.S.
Total expenses for the period from March 1, 1999 (commencement of
operations) to September 30, 1999 were $783,249, resulting in a net income of
$295,923. The Net Asset Value of a Unit increased from $10.00 at March 1, 1999
(commencement of operations) to $10.32 at September 30, 1999.
RESULTS OF OPERATIONS FOR MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
For the period ended September 30, 1999. For the period from March 1, 1999
(commencement of operations) to September 30, 1999, the Partnership recorded
total trading losses, net of interest income, of $1,336,741, and posted a
decrease in Net Asset Value per Unit. The most significant losses were recorded
from trading global stock index futures, specifically the S&P 500, Hang Seng,
and DAX, as short-term price volatility in these markets throughout a majority
of the third quarter resulted in difficulty for Welton's trend-following trading
approach and concentrated participation in this market sector. Additional losses
were experienced in the currency markets from short positions in the European
common currency and the Swiss franc, as the previous downward trend in the value
of these currencies versus the U.S. dollar reversed higher during July due to
bullish economic data out of Europe and inflationary concerns in the U.S. These
losses were mitigated by currency gains recorded from long Japanese yen
positions as the value of the yen increased versus the U.S. dollar during the
third quarter on optimism regarding Japan's economic recovery. A portion of the
Partnership's overall losses for the year was offset by gains recorded from long
positions in crude oil and its refined products, unleaded gas and heating oil,
as prices trended higher during August and September due to declining supply and
a commitment by OPEC officials to adhere to agreed-upon output cuts. Additional
profits were recorded during June from short positions in Spanish and German
bond futures as prices declined amid dampened sentiment regarding economic unity
in that region and on fears of an interest rate hike in the U.S. Additional
profits were recorded from short positions in German interest rate futures
during July and September as prices continued lower on fears that the European
Central Bank would also raise interest rates.
Total expenses for the period from March 1, 1999 (commencement of
operations) to September 30, 1999 were $658,344, resulting in a net loss of
$1,995,085. The Net Asset Value of a
28
<PAGE>
Unit decreased from $10.00 at March 1, 1999 (commencement of operations) to
$8.36 at September 30, 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,
options, and forward contracts in interest rates, stock indices, currencies,
agriculturals, energies, and metals. In entering into these contracts there
exists a risk to a Partnership (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 the futures interests positions held by a Partnership at the same
time, and if its Trading Advisor were unable to offset futures interests
positions of such 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 be in compliance 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 will 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, options and forward
contracts there will be a credit risk to a Partnership that the counterparty on
a contract will not be able to meet its obligations to the Partnership. The
ultimate counterparty of a Partnership for futures contracts traded in the U.S.
and most foreign exchanges on which the Partnership will trade 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, and, as
such, should significantly reduce this credit risk. For example, a clearinghouse
may cover a default by (i) 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 (ii) assessing its members. In cases where a Partnership
trades on a foreign exchange where the clearinghouse is not funded or guaranteed
by the membership or where the exchange is a "principals' market" in which
performance is the responsibility of the exchange member and not the exchange or
a clearinghouse, or when a Partnership enters into off-exchange contracts with a
counterparty, the sole recourse of the Partnership will be the clearinghouse,
the exchange member or the off-exchange contract counterparty, as the case may
be. For a list of the foreign exchanges on which the Partnerships may trade, see
"Use of Proceeds" on page * . FOR AN ADDITIONAL DISCUSSION OF THE CREDIT RISKS
RELATING TO TRADING ON FOREIGN EXCHANGES, SEE "RISK FACTORS--RISKS RELATING TO
FUTURES INTERESTS TRADING AND THE FUTURES INTEREST MARKETS--TRADING ON FOREIGN
EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON DOMESTIC
EXCHANGES" ON PAGE * .
There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to a Partnership, and the Partnerships will not
be indemnified against a default by such parties from the General Partner, MSDW,
DWR or CFI. 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,
clearinghouse or other exchange member default 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-US jurisdiction.
The General Partner deals with 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
29
<PAGE>
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 certain minimum amount of diversification in the
Partnership's trading. 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.
Third, the General Partner has secured, with respect to CFI acting as the
clearing broker for each Partnership, a guarantee by Credit Agricole Indosuez,
CFI's 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 DWR, have
determined to be creditworthy. At the date of the Prospectus, the Partnerships
only deal with CFI as their counterparty on forward contracts. The guarantee by
CFI's 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 interests. The market-sensitive instruments held by each
Partnership are acquired solely for speculative trading purposes and, as a
result, all or substantially all of each Partnership's assets are subject to the
risk of trading loss. Unlike an operating company, the risk of market-sensitive
instruments is integral, not incidental, to each Partnership's primary business
activities.
The futures interests 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/or market values of financial
instruments and commodities. Fluctuations in related market risk based upon the
aforementioned factors result in frequent changes in the fair value of each
Partnership's open positions, and, consequently, in its earnings and cash flow.
Each Partnership's total market risk is influenced by a wide variety of
factors, including the diversification effects among each Partnership's existing
open positions, the volatility present within the market(s), and the liquidity
of the market(s). At varying times, each of these factors may act to exacerbate
or mute the market risk associated with each Partnership.
Each Partnership's past performance is not necessarily indicative of its
future results. Any attempt at quantifying a Partnership's market risk must be
qualified by the inherent uncertainty of its speculative trading, which may
cause future losses and volatility (i.e. "risk of ruin") far in excess of the
Partnership's experience to date and/or any reasonable expectation premised upon
historical changes in the fair value of its market-sensitive instruments.
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
30
<PAGE>
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. As such, any loss in the fair value of a Partnership's
open positions is directly reflected in such Partnership's earnings, whether
realized or unrealized, and such Partnership's cash flow, as profits and losses
on open positions of exchange-traded futures interests 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 employed by each Partnership incorporates numerous variables that
could impact the fair value of such Partnership's trading portfolio. Each
Partnership estimates VaR using a model based on historical simulation with a
confidence level of 99%. Historical simulation involves constructing a
distribution of hypothetical daily changes in trading portfolio value. The VaR
model generally 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, as well as correlation
that exists among these variables. The hypothetical changes in portfolio value
are based on daily observed percentage changes in key market indices or other
market factors ("market risk factors") to which the portfolio is sensitive. In
the case of each Partnership's VaR, the historical observation period is
approximately four years. Each Partnership's one-day 99% 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 such as each Partnership's are continually evolving as trading
portfolios become more diverse and modeling techniques and systems capabilities
improve. It must also be noted that the VaR model is used to 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 market category as of
September 30, 1999.
CHARTER GRAHAM:
As of September 30, 1999, the Partnership's total capitalization was
approximately $18 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Currency................................................. (1.55)%
Interest Rate............................................ (2.51)
Equity................................................... (0.39)
Commodity................................................ (0.87)
Aggregate Value at Risk.................................. (3.05)%
</TABLE>
31
<PAGE>
CHARTER MILLBURN:
As of September 30, 1999, the Partnership's total capitalization was
approximately $23 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Currency................................................. (1.62)%
Interest Rate............................................ (0.79)
Equity................................................... (0.86)
Commodity................................................ (1.26)
Aggregate Value at Risk.................................. (2.19)%
</TABLE>
CHARTER WELTON
As of September 30, 1999, the Partnership's total capitalization was
approximately $19 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
--------------------------------------------------------- --------
<S> <C>
Currency................................................. (1.22)%
Interest Rate............................................ (1.58)
Equity................................................... (0.30)
Commodity................................................ (0.95)
Aggregate Value at Risk.................................. (2.49)%
</TABLE>
Aggregate value at risk represents the aggregate VaR of each Partnership's
open positions and not the sum of the VaR of the individual categories listed
above. 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
September 30, 1999 only and are not necessarily representative of either the
historic or future risk of an investment in such Partnerships. As each
Partnership's sole business is the speculative trading of primarily futures
interests, the composition of its portfolio of open positions can change
significantly over any given time period or even within a single trading day.
Such changes in open positions could materially impact market risk as measured
by VaR either positively or negatively.
The tables below supplement the quarter-end VaR by presenting the
Partnership's high, low and average VaR as a percentage of total Net Assets for
the three calendar quarter reporting periods from March 1, 1999 through
September 30, 1999.
CHARTER GRAHAM
<TABLE>
<CAPTION>
PRIMARY MARKET RISK CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Currency........................................ (2.76)% (1.27)% (1.86)%
Interest Rate................................... (3.74) (1.08) (2.44)
Equity.......................................... (0.39) (0.25) (0.30)
Commodity....................................... (0.87) (0.67) (0.80)
Aggregate Value at Risk......................... (4.71)% (1.83)% (3.20)%
</TABLE>
CHARTER MILLBURN
<TABLE>
<CAPTION>
PRIMARY MARKET RISK CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Currency........................................ (2.66)% (1.62)% (2.03)%
Interest Rate................................... (1.41) (0.79) (1.03)
Equity.......................................... (1.61) (0.86) (1.26)
Commodity....................................... (1.75) (1.07) (1.36)
Aggregate Value at Risk......................... (4.36)% (2.19)% (3.07)%
</TABLE>
32
<PAGE>
CHARTER WELTON
<TABLE>
<CAPTION>
PRIMARY MARKET RISK CATEGORY HIGH LOW AVERAGE
------------------------------------------------ ----- ----- -------
<S> <C> <C> <C>
Currency........................................ (1.22)% (0.99)% (1.11)%
Interest Rate................................... (1.58) (0.44) (0.96)
Equity.......................................... (4.75) (0.16) (1.74)
Commodity....................................... (0.95) (0.19) (0.58)
Aggregate Value at Risk......................... (5.02)% (1.08)% (2.86)%
</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, as such margin
requirements generally range between 2% and 15% of contract face value.
Additionally, due to the use of leverage, the face value of the market sector
instruments held by each Partnership is typically many times the total
capitalization of each Partnership. The financial magnitude of a Partnership's
open positions thus creates a "risk of ruin" not typically found in other
investment vehicles. Due to the relative size of the positions held, certain
market conditions may cause a Partnership to incur losses greatly in excess of
VaR within a short period of time. The foregoing VaR tables, as well as the past
performance of each Partnership, gives no indication of such "risk of ruin". In
addition, VaR risk measures should be interpreted in light of the methodology's
limitations, which include the following: past changes in market risk factors
will not always yield accurate predictions of the distributions and correlations
of future market movements; changes in portfolio value in response to market
movements may differ from the responses implicit in a VaR model; published 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 foregoing VaR tables present the results of each Partnership's VaR for
each of the Partnership's market risk exposures and on an aggregate basis at
September 30, 1999 and for the end of the three calendar quarter reporting
periods from March 1, 1999 through September 30, 1999. 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 and 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. However, such balances, as well as any market risk they
may represent, are immaterial. Each Partnership also maintains a substantial
portion of its available assets in cash at DWR. 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 the potential losses caused by such
movements, 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 (i) those disclosures that are statements of
historical fact and (ii) 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
33
<PAGE>
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 September 30, 1999, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
Currency. The Primary market exposure for the quarter ended September 30,
1999 was in the currency market. 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 quarter ended September 30, 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 versus other currencies. The
General Partner does not anticipate that the risk profile of the Partnership's
currency sector will change significantly in the future.
Interest Rate. The second largest market exposure for the quarter ended
September 30, 1999 was in the interest rate sector. 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
held by the Partnership and indirectly 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 U.S. 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.
Equity. The Partnership's 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 September 30, 1999, the
Partnership's primary exposures were in the DAX (Germany), IBEX 35 (Spain), and
FTSE 100 (Britain) stock indices. The Partnership is primarily exposed to the
risk of adverse price trends or static markets in the major 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 and precious metals. The Partnership aims to equally weight market
exposure in metals as much as possible, however, base metals, during periods of
volatility, will affect peformance more dramatically than the precious metals
markets. A significant amount of exposure was evident in the gold market as the
price of gold increased dramatically following bullish comments by the
34
<PAGE>
European Central Bank. The General Partner anticipates that base metals will
remain the primary metals market exposure of the Partnership.
Energy. On September 30, 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 about
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 September 30, 1999, the Partnership
had a reasonable amount of exposure in the markets that comprise these sectors.
All of the exposure, however, was in the cocoa and corn 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 September 30, 1999, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
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 quarter ended September 30, 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 versus other currencies. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future.
Interest Rate. The Partnership's exposure in the interest rate market
complex was spread across the U.S., Japanese, European, and German interest rate
sectors. Interest rate movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly 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 U.S. and the other G-7 countries.
The General Partner anticipates that G-7 interest rates will remain the primary
market 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 Partnership's 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 September 30, 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 major 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).
35
<PAGE>
Commodity.
Energy. On September 30, 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 about
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.
Metals. The Partnership's primary metals market exposure is to fluctuations
in the price of gold. Although MRC 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 signigicant amount of exposure was
evident in the gold market as the price of gold increased dramatically following
bullish comments by the European Central Bank. The General Partner anticipates
that gold will remain the primary metals market exposure for the Partnership.
Soft Commodities and Agriculturals. On September 30, 1999, the Partnership
had a reasonable amount of exposure in the markets that comprise these sectors.
Most of the exposure, however, was in the sugar, corn, and coffee 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
September 30, 1999. It may be anticipated however, that these market exposures
will vary materially over time.
Interest Rate. The primary market exposure in the Partnership at September
30, 1999 was in the interest rate sector. Exposure was spread across the
Spanish, German, Australian, U.S., and Japanese interest rate sector. Interest
rate movements directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly 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 U.S. and the other G-7 countries. However, the
Partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia, New Zealand, and Spain. 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 interest rates would have little effect on the
Partnership were the medium-to-long term rates to remain steady.
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 quarter ended September 30, 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 versus other currencies. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future.
Equity. The Partnership's 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
36
<PAGE>
indices. As of September 30, 1999, the Partnership's primary exposures were in
the NASDAQ (U.S.), CAC 40 (France), 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 major 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).
Commodity.
Energy. On September 30, 1999, the Partnership's energy exposure was shared
by futures contracts in the crude and heating oil, and unleaded 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 about 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 exposure is to fluctuations in the
price of gold and silver. Although WIC will, from time to time, trade base
metals such as aluminum, copper, zinc, nickel and lead, the principal market
exposures of the Partnership have consistently been in precious metals, gold and
silver. A significant amount of exposure was evident in the gold market as the
price of gold increased dramatically following bullish comments by the European
Central Bank. Silver prices were also volatile over this period, and the Trading
Advisor has taken substantial positions as perceived market opportunities
developed. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
Soft Commodities and Agriculturals. On September 30, 1999, the Partnership
had a reasonable amount of exposure in the markets that comprise these sectors.
Most of the exposure, however, was in the coffee, corn, 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
September 30, 1999:
FOREIGN CURRENCY BALANCES. Each Partnership's primary foreign currency
balances were in:
<TABLE>
<S> <C> <C>
CHARTER GRAHAM CHARTER MILLBURN CHARTER WELTON
- ----------------------------- ----------------------------- -----------------------------
Singapore dollars Japanese Yen Euro
Japanese yen Singapore dollars Hong Kong dollars
Mexican pesos Swiss francs Swiss francs
South African rands
</TABLE>
Each Partnership controls the non-trading risk of these balances by
regularly converting these balances back into U.S. dollars at varying intervals,
depending upon such factors as size and volatility.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
The means by which each Partnership's Trading Advisor attempts to manage
the risk of the Partnership's open positions are essentially the same in all
market categories traded. The General Partner attempts to manage each
Partnership's market exposure by (i) diversifying a Partnership's assets among
different market sectors, and (ii) monitoring the performance of the Trading
Advisor on a daily basis. 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.
37
<PAGE>
The General Partner monitors and controls the risk of each Partnership's
non-trading instrument, which consists solely of cash. Such non-trading
instrument is the only Partnership investment directed by the General Partner,
rather than the Trading Advisor.
CAPITALIZATION
The capitalization of each Partnership as of September 30, 1999 is set
forth in the following table. The table also reflects the pro forma
capitalization of each Partnership adjusted to reflect (i) the proceeds (at the
respective Net Asset Values of $9.93, $10.32 and $8.36 per Unit as of September
30, 1999) to Charter Graham, Charter Millburn and Charter Welton from the sale
during the next 12 months of the approximately 7,238,671.680, 6,808,357.958 and
6,717,981.554 unsold and newly registered Units, respectively, and (ii) the
capital contribution required of the General Partner based on such
capitalization of each Partnership. There will be no difference insofar as
sharing of profits and losses are concerned between Units of Limited Partnership
Interest and Units of General Partnership Interest.
<TABLE>
<CAPTION>
PRO FORMA
------------
AMOUNT TO BE
AMOUNT OUTSTANDING
OUTSTANDING IF
AS OF ADDITIONAL
SEPTEMBER UNITS ARE
30, 1999 SOLD
----------- -------------
<S> <C> <C>
$
(Unaudited) $
Charter Graham
Limited Partnership Interest (1).......... 17,405,946 89,285,956
General Partnership Interest (2).......... 207,354 901,878
Charter Millburn
Limited Partnership Interest (1).......... 22,456,683 92,718,937
General Partnership Interest (2).......... 248,325 936,555
Charter Welton
Limited Partnership Interest (1).......... 18,870,374 75,032,700
General Partnership Interest (2).......... 207,097 757,906
</TABLE>
- ---------------
(1) Units are offered on a continuing basis at Monthly Closings for sale at a
price based on the Net Asset Value of a Unit as of the close of business on
the date of such Monthly Closing. The actual proceeds from such sales will
depend upon the Net Asset Value per Unit at the time of sale.
(2) The General Partner has agreed to contribute an additional amount in cash as
is necessary to make the General Partner's capital contribution at least
equal to the greater of (a) 1% of aggregate capital contributions to the
Partnership by all Partners (including the General Partner's contribution)
and (b) $25,000. Such additional contributions by the General Partner need
not exceed the amount described above and shall be evidenced by Units of
General Partnership Interest. Under certain conditions and where
modification will not adversely affect the interests of Limited Partners,
the General Partner's minimum investment requirements may be modified by the
General Partner at its option without notice to or the consent of the
Limited Partners.
THE GENERAL PARTNER
The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation, a Delaware corporation formed on August 18, 1977
to act as a commodity pool operator. Effective in 1977, the General Partner
became registered with the CFTC as a CPO and is currently a member of the NFA in
such capacity. The General Partner's main business office is located at Two
World Trade Center, 62nd Floor, New York, New York 10048, telephone (212)
392-8899. The General Partner is an affiliate of DWR in that both companies are
wholly-owned subsidiaries of MSDW, which is a publicly-owned company. MSDW, DWR,
and the General Partner each may be deemed to be a "parent" and "promoter" of
the Partnerships within the meaning of the federal securities laws.
38
<PAGE>
The General Partner is or has been the general partner and CPO for 35
commodity pools, including five other commodity pools which are exempt from
certain disclosure requirements pursuant to CFTC Rule 4.7. As of September 30,
1999, the General Partner had approximately $1.4 billion in net assets under
management, making it one of the largest operators of managed futures funds in
the U.S. As of September 30, 1999, there were over 100,000 investors in the
commodity pools managed by Demeter.
The General Partner is required to maintain its net worth at an amount not
less than 10% of the total contributions to each limited partnership for which
it acts as a general partner. MSDW has contributed to the General Partner
additional capital necessary to permit the General Partner to meet its net worth
obligations as General Partner of each Partnership and intends to continue to do
so. Under certain conditions and where modifications will not adversely affect
the interests of Limited Partners, the General Partner's minimum net worth
requirements may be modified by the General Partner at its option without notice
to or the consent of the Limited Partners. The General Partner and its
principals are not obligated to purchase Units but may do so.
According to MSDW's 1998 Annual Report and Form 10-Q for the quarter ended
August 31, 1999, MSDW had total shareholders' equity of $14,119 million and
total assets of $317,590 million as of November 30, 1998 (audited), and total
shareholders' equity of $15,445 million and total assets of $340,870 million as
of August 31, 1999 (unaudited). Additional financial information regarding MSDW
is included in the financial statements filed as part of that Annual Report and
Form 10-Q. MSDW 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 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 MSDW at 1585 Broadway, New York, New York
10036 (Attn: Investor Relations).
DIRECTORS AND OFFICERS OF THE GENERAL PARTNER
Mark J. Hawley, age 56, is Chairman of the Board and a Director of the
General Partner. Mr. Hawley is also Chairman of the Board and a Director of Dean
Witter Futures & Currency Management Inc. ("DWFCM"). Mr. Hawley joined DWR in
February 1989 as Senior Vice President and is currently the Executive Vice
President and Director of DWR's Product Management for Individual Asset
Management. In this capacity, Mr. Hawley is responsible for directing the
activities of the firm's Managed Futures, Insurance, and Unit Investment Trust
Business. From 1978 to 1989, Mr. Hawley was a member of the senior management
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public futures funds. From 1972 to 1978, Mr. Hawley was a Vice
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.
Robert E. Murray, age 38, is President and a Director of the General
Partner. Mr. Murray is also President and a Director of DWFCM. Mr. Murray is
currently a Senior Vice President of DWR's Managed Futures Department. Mr.
Murray began his career at DWR in 1984 and is currently the Director of the
Managed Futures Department. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the firm's Managed Futures Department. Mr. Murray
currently serves as 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 45, is a Director of the General Partner. Mr. Merin
is also a Director of DWFCM. Mr. Merin was appointed the chief operating officer
of asset management for MSDW 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 DWR since 1990, during which time he has
been director of DWR's Taxable Fixed Income and Futures divisions, managing
director in Corporate Finance and corporate treasurer. Mr. Merin received his
Bachelor's degree
39
<PAGE>
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 DWR in July 1984 as a First Vice President, Director of
General Accounting and served as Senior Vice President and Controller for DWR's
Securities Division through 1997. He is currently Executive Vice President and
Director of the Operations Division of DWR. From February 1980 to July 1984, Mr.
Siniscalchi was Director of Internal Audit at Lehman Brothers Kuhn Loeb, Inc.
Edward C. Oelsner III, age 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 DWR.
Mr. Oelsner joined DWR in 1981 as a Managing Director in DWR's Investment
Banking Department specializing in coverage of regulated industries and,
subsequently, served as head of the DWR Retail Products Group. Prior to joining
DWR, Mr. Oelsner held positions at The First Boston Corporation as a member of
the Research and Investment Banking Departments from 1967 to 1981. Mr. Oelsner
received his M.B.A. in Finance from the Columbia University Graduate School of
Business in 1966 and an A.B. in Politics from Princeton University in 1964.
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 DWFCM.
Mr. Raibley is currently Senior Vice President and Controller in the Individual
Asset Management Group of MSDW. From July 1997 to May 1998, Mr. Raibley served
as Senior Vice President and Director in the Internal Reporting Department of
MSDW and prior to that, from 1992 to 1997, he served as Senior Vice President
and Director in the Financial Reporting and Policy Division of Dean Witter
Discover & Co. He has been with MSDW 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
DWR since August 1984, where 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 DWR, 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 Senior Vice President, Planning and Administration for Morgan Stanley
Dean Witter Asset Management and has worked at DWR or its affiliates since July
1982, serving in both financial and administrative capacities. From August 1994
to January 1999, he worked in two separate DWR 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 interests for their own proprietary accounts. The records of
trading in such accounts will not be made available to Limited Partners for
inspection.
As of September 30, 1999, the General Partner had contributed a total of
$200,000, $245,000, and $230,000 to Charter Graham, Charter Millburn, and
Charter Welton, respectively, in order to meet its minimum capital requirements.
Such contributions are evidenced by 20,872.355 Units of general partnership
interest of Charter Graham, 24,070.719 Units of general partnership interest of
Charter Millburn, and 24,785.101 Units of general partnership interest of
Charter Welton. Each Unit of general partnership interest has a net asset value
equal to the Net Asset Value of a Unit of limited partnership interest of the
respective Partnership. The General Partner has agreed to make additional
contributions to each Partnership so that the General Partner's aggregate
capital contribution will at all times be equal to the greater of (i) 1% of
aggregate capital contributions to the Partnership by all partners (including
the General Partner's contribution) and (ii) $25,000. The
40
<PAGE>
General Partner and its principals are not obligated to purchase Units of
limited partnership interest and do not presently own any Units of any
Partnership.
DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE
GENERAL PARTNER
The following table summarizes information relating to certain other
commodity pools operated by the General Partner.
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
performance of these pools varies widely.
All summary performance information is current as of September 30, 1999. In
reviewing the following summary performance information, you should understand
that (i) such performance is calculated on the accrual basis in accordance with
generally accepted accounting principles and is "net" of all fees and charges,
and (ii) a more complete presentation of the performance of the futures funds
operated or managed by the General Partner and/or its affiliates is available
upon request to the General Partner.
Past performance is not necessarily indicative of future results and
material differences exist between the commodity pools described herein and the
Partnerships. There can be no assurance that the Partnerships will perform in a
manner comparable to any of the commodity pools described below. 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 interest trading.
41
<PAGE>
DEMETER MANAGEMENT CORPORATION
CAPSULE SUMMARY OF PERFORMANCE INFORMATION REGARDING COMMODITY POOLS OPERATED
(EXCEPT AS OTHERWISE INDICATED, BEGINNING JANUARY 1, 1994 THROUGH SEPTEMBER 30,
1999)
<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)
- ---------------------------------------- -------- -------- --------------- ----------- ----------
$ $ $
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
DWR Commodity Partners Jan-81 Dec-88 9,648,397 739,757 488.29
Columbia Futures Fund(11) Jul-83 N/A 29,276,299 8,963,973 3,079.60
DW Diversified Futures Fund L.P.(12) Apr-88 N/A 206,815,107 103,166,408 1,027.89
DW Multi-Market Portfolio L.P.(13) Sep-88 N/A 252,526,000 8,692,823 1,159.47
DW Diversified Futures Fund II L.P. Jan-89 N/A 13,210,576 8,863,763 2,715.22
DW Diversified Futures Fund III L.P. Nov-90 N/A 126,815,755 53,986,637 1,693.26
DW Portfolio Strategy Fund L.P.(14) Feb-91 N/A 143,522,564 122,417,320 2,609.76
DWFCM International Access Fund L.P. Mar-94 N/A 68,115,440 39,347,502 1,494.12
Morgan Stanley Dean Witter Nov-94 N/A 58,414,703 55,663,825 15.79
Spectrum Global Balanced L.P. (15)
Morgan Stanley Tangible Asset Fund L.P. Jan-98 N/A 41,665,223 24,459,723 7.58
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
DW Cornerstone Fund I(17) Jan-85 Dec-91 19,122,276 281,303 456.80
DW Cornerstone Fund II(17) Jan-85 N/A 65,653,270 29,394,627 4,194.68
DW Cornerstone Fund III(17) Jan-85 N/A 137,132,762 34,263,488 3,001.48
DW Cornerstone Fund IV(17) May-87 N/A 168,090,005 105,628,241 4,641.74
Morgan Stanley Dean Witter Aug-91 N/A 274,584,029 222,117,910 22.88
Spectrum Select L.P.(16)
DW Global Perspective Portfolio L.P. Mar-92 N/A 67,424,535 17,147,347 1,074.83
DW World Currency Fund L.P. Apr-93 N/A 114,945,830 21,471,092 993.82
Morgan Stanley Dean Witter Nov-94 N/A 101,482,926 101,216,109 15.28
Spectrum Strategic L.P.
Morgan Stanley Dean Witter Nov-94 N/A 290,549,198 279,382,330 15.66
Spectrum Technical L.P.
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
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.(18) Feb-90 N/A 109,013,535 46,030,634 1,846.64
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
DW Principal Guaranteed Fund II L.P. Mar-89 Mar-96 162,203,303 4,966,449 1,056.55
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
Morgan Stanley Dean Witter/ Nov-94 N/A 33,259,539 29,749,973 1,891.01
Chesapeake L.P.
Morgan Stanley Dean Witter/ Feb-96 N/A 30,629,508 23,769,174 1,288.37
JWH Futures Fund L.P.
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C>
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P. Oct-98 N/A 19,836,896 14,698,362 979.11
<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) 1999 1998 1997
- ---------------------------------------- ------------- ------------ ------------ --------- --------- ---------
% % % % % %
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
DWR Commodity Partners (51.37) (34.48) (64.23)
7/88 4/86-12/88
Columbia Futures Fund(11) 214.24 (17.54) (42.58) (2.88) 12.01 22.60
4/86 7/83-9/85 (9 months)
DW Diversified Futures Fund L.P.(12) 307.55 (12.85) (24.86) (5.18) 6.22 11.96
5/90 5/95-6/96 (9 months)
DW Multi-Market Portfolio L.P.(13) 15.95 (13.26) (29.84) (3.85) 5.63 13.28
2/96 5/95-6/96 (9 months)
DW Diversified Futures Fund II L.P. 171.52 (13.41) (25.62) (3.87) 5.22 11.28
8/89 5/95-6/96 (9 months)
DW Diversified Futures Fund III L.P. 69.33 (13.62) (27.00) (5.05) 5.39 12.29
1/92 5/95-6/96 (9 months)
DW Portfolio Strategy Fund L.P.(14) 160.98 (14.40) (25.65) 0.46 9.46 11.28
1/92 1/92-4/92 (9 months)
DWFCM International Access Fund L.P. 49.41 (12.87) (22.84) (4.06) 5.07 26.22
1/95 8/94-1/95 (9 months)
Morgan Stanley Dean Witter 57.90 (7.92) (10.64) (1.31) 16.36 18.23
Spectrum Global Balanced L.P. (15) 2/96 2/96-5/96 (9 months)
Morgan Stanley Tangible Asset Fund L.P. (24.20) (9.09) (38.60) 15.37 (34.30)
11/98 2/98-5/99 (9 months)
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
DW Cornerstone Fund I(17) (53.15) (20.88) (64.47)
8/91 4/86-8/91
DW Cornerstone Fund II(17) 330.22 (11.74) (32.70) 0.06 12.54 18.05
9/89 7/88-10/89 (9 months)
DW Cornerstone Fund III(17) 207.84 (18.28) (32.35) (8.13) 9.13 10.24
2/89 2/89-10/89 (9 months)
DW Cornerstone Fund IV(17) 376.08 (21.04) (45.21) (2.01) 6.80 38.41
9/89 7/89-9/89 (9 months)
Morgan Stanley Dean Witter 128.80 (13.72) (26.77) (3.87) 14.15 6.22
Spectrum Select L.P.(16) 1/92 6/95-8/96 (9 months)
DW Global Perspective Portfolio L.P. 7.48 (8.55) (40.90) (0.11) 11.25 11.16
2/96 8/93-1/95 (9 months)
DW World Currency Fund L.P. (0.62) (9.68) (46.04) 2.68 (2.61) 39.35
5/95 8/93-1/95 (9 months)
Morgan Stanley Dean Witter 52.80 (13.38) (32.10) 32.29 7.84 0.37
Spectrum Strategic L.P. 5/99 4/97-7/98 (9 months)
Morgan Stanley Dean Witter 56.60 (6.39) (8.27) (2.85) 10.18 7.49
Spectrum Technical L.P. 2/96 3/97-5/97 (9 months)
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
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.(18) 84.66 (7.48) (13.08) (2.17) 10.54 15.39
2/96 2/96-5/96 (9 months)
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
DW Principal Guaranteed Fund II L.P. 5.66 (5.62) (14.69)
1/91 8/89-4/92
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
Morgan Stanley Dean Witter/ 89.10 (17.34) (25.36) (8.20) 19.93 15.38
Chesapeake L.P. 5/99 9/98-7/99 (9 months)
Morgan Stanley Dean Witter/ 28.84 (8.49) (19.66) (7.80) 4.04 13.66
JWH Futures Fund L.P. 5/97 1/98-7/98 (9 months)
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C> <C> <C> <C>
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P. (2.09) (8.59) (13.03) (2.34) 0.26
3/99 3/99-7/99 (9 months ) (3 months
<CAPTION>
FUND TYPE/FUND(1) 1996 1995 1994
- ---------------------------------------- --------- ---------- ----------
% % %
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
DWR Commodity Partners
Columbia Futures Fund(11) 19.09 28.21 (5.75)
DW Diversified Futures Fund L.P.(12) (2.66) (4.56) 7.68
DW Multi-Market Portfolio L.P.(13) (6.76) (6.37) 2.66
DW Diversified Futures Fund II L.P. (4.83) (2.90) 5.41
DW Diversified Futures Fund III L.P. (4.73) (4.02) 5.89
DW Portfolio Strategy Fund L.P.(14) 25.50 25.37 (5.41)
DWFCM International Access Fund L.P. 3.97 21.88 (7.32)
(10 months)
Morgan Stanley Dean Witter (3.65) 22.79 (1.70)
Spectrum Global Balanced L.P. (15) (2 months)
Morgan Stanley Tangible Asset Fund L.P.
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
DW Cornerstone Fund I(17)
DW Cornerstone Fund II(17) 11.47 26.50 (8.93)
DW Cornerstone Fund III(17) 8.24 27.50 (10.04)
DW Cornerstone Fund IV(17) 12.97 22.96 (14.27)
Morgan Stanley Dean Witter 5.27 23.62 (5.12)
Spectrum Select L.P.(16)
DW Global Perspective Portfolio L.P. 9.26 16.76 (31.62)
DW World Currency Fund L.P. 12.97 2.02 (25.13)
Morgan Stanley Dean Witter (3.53) 10.49 0.10
Spectrum Strategic L.P. (2 months)
Morgan Stanley Dean Witter 18.35 17.59 (2.20)
Spectrum Technical L.P. (2 months)
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
DW Principal Guaranteed Fund III L.P. 5.21 1.08
(9 months)
DW Principal Plus Fund L.P.(18) (5.28) 17.98 (8.61)
<CAPTION>
PUBLICLY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITH "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
DW Principal Guaranteed Fund II L.P. 1.00 7.30 (8.12)
(3 months)
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
Morgan Stanley Dean Witter/ 15.23 15.80 11.57
Chesapeake L.P. (2 months)
Morgan Stanley Dean Witter/ 18.17
JWH Futures Fund L.P. (11 months)
<CAPTION>
PRIVATELY-OFFERED FUNDS WITH MORE THAN ONE ADVISOR WITHOUT "PRINCIPAL PROTECTION"
<S> <C> <C> <C>
Morgan Stanley Dean Witter/Market Street
Futures Fund L.P.
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
42
<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 in 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 which were later redeemed by investors.
5. "Current Total Net Asset Value" is the net asset value of the pool as of
September 30, 1999, 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
September 30, 1999, 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 September 30, 1999, 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. Subscriptions for interests in Cornerstone II, Cornerstone III, and
Cornerstone IV included an up-front 7.625% of net asset value selling
commission and continuing offering expense charge until sales to new
investors were terminated on September 30, 1994. Because sales occurred
through the year and, therefore, the amount of the net asset value-based
charge varied among investors, it was not practicable to include the
up-front charge in determining the Cornerstone Funds' annual returns for
1994.
18. The performance record of Principal Plus includes the performance of Dean
Witter Principal Plus Fund Management L.P., an affiliated pool.
43
<PAGE>
THE TRADING ADVISORS
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. In terms of attempting to reach an
investment decision regarding the purchase of Units in any Partnership, however,
it is difficult to know how to assess Trading Advisor descriptions, as trading
methods are proprietary and confidential. You should be aware that over time the
Trading Advisor selected for a Partnership may change, and a Trading Advisor may
make substantial modifications to its trading programs.
The descriptions of the Trading Advisors, their trading programs and their
principals are general and are not intended to be exhaustive. The General
Partner has not attempted to and could not provide a precise description of any
Trading Advisor's trading program. Furthermore, certain Trading Advisors may
have chosen to refer to specific aspects of their trading programs, which
aspects may also be applicable to other Trading Advisors which 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 approaches involved. The General
Partner believes that the following descriptions may be of interest to
prospective investors. However, investors must be aware of the inherent
limitations of such descriptions.
You should not consider a Trading Advisor's registration with the CFTC or
its membership in the NFA 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, DWR, CFI, 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.
("GCM"). GCM is a Delaware limited partnership which was organized in May 1994.
GCM's main business address is Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902. GCM has been registered with the CFTC as a CPO and
CTA since July 1994 and is a member of the NFA in such capacities.
Principals and Certain Other Personnel
Mr. Kenneth G. Tropin is the President, the founder, and a principal of
GCM. As President of GCM, Mr. Tropin is responsible for the investment
management strategies of the organization. He has developed GCM's trading
programs.
Prior to organizing GCM, Mr. Tropin served as President, Chief Executive
Officer and as a Director of John W. Henry & Co. Inc. ("JWH") from March 1989 to
September 1993. Mr. Tropin was formerly Senior Vice President and Director of
Managed Futures and Precious Metals at DWR. He joined DWR from Shearson in
February 1982 to run DWR's Managed Futures Department, and in October 1984 Mr.
Tropin assumed responsibility for Dean Witter Precious Metals as well. In
November 1984, Mr. Tropin was appointed President of Demeter.
In February 1986, Mr. Tropin was instrumental in the foundation of the
Managed Futures Trade Association ("MFTA"), a non-profit managed futures
industry association. Mr. Tropin was elected Chairman of the MFTA in March 1986
and held this position until 1991. In June 1987,
44
<PAGE>
Mr. Tropin was appointed President of DWFCM, an affiliate of DWR. As President
and Chief Executive Officer of JWH, Mr. Tropin was responsible for the
management and administration of JWH as well as the management of its trading
activities. In addition to his responsibilities as President and Chief Executive
Officer of JWH, Mr. Tropin was President and Chief Executive Officer of JWH
Investment Advisory Services Inc. and was also the Chairman of Global Capital
Management, a British Virgin Islands company. Mr. Tropin also served as Chairman
of the Managed Funds Association in 1991 and 1992, the successor organization to
the Managed Futures Trade Association and the National Association of Futures
Advisors.
Mr. Tropin is the President and sole shareholder of KGT, Inc., a Delaware
corporation that is the general partner of GCM. Mr. Tropin also is the principal
investor in KGT Investment Partners L.P., a Delaware limited partnership that is
the limited partner of GCM 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 GCM. Mr. Schneider is responsible for managing GCM's trading
operations, including order execution, policies and procedures, and maintaining
relationships with independent executing brokers and FCMs.
Mr. Schneider graduated from the University of Notre Dame in 1983 with a
BBA in Finance, and received his MBA from the University of Texas at Austin in
1994. From June 1985 through September 1993, Mr. Schneider was employed by ELM
Financial, Inc. ("ELM"), a commodity trading advisor in Dallas, Texas. While
employed at ELM, Mr. Schneider held positions of increasing responsibility and
was ultimately Chief Trader, Vice President and principal of ELM, responsible
for 24 hour trading execution, compliance and accounting. In January 1994, Mr.
Schneider began working as Chief Trader for Chang Crowell Management
Corporation, a commodity trading advisor in Norwalk, Connecticut. He was
responsible for streamlining operations for more efficient order execution, and
for maintaining and developing relationships with over 15 FCMs on a global
basis. In addition to his responsibilities as Chief Trader, Mr. Schneider serves
on the Board of the New York Futures Exchange, has served on the MFA's Trading
and Markets committee, and has been an NFA arbitrator since 1989.
Mr. Robert Griffith is a Senior Vice President, the Director of Research,
the Chief Technology Officer, and a principal of GCM, and is responsible for the
management of all research activities and technology resources of GCM, including
portfolio management, asset allocation, and trading system development. Mr.
Griffith is in charge of the day-to-day administration of GCM's trading systems
and the management of its database of price information on more than 100
markets. Prior to joining GCM, Mr. Griffith's Veridical Methods, Inc. provided
computer programming and consulting services to such firms as GE Capital, Lehman
Brothers and Morgan Guaranty Trust. He received his BBA in Management
Information systems from the University of Iowa in 1979.
Jerome L. Raffaldini, II is a Managing Director and principal of GCM and is
responsible for risk management, new product development and strategic planning.
Prior to joining GCM in January 1999, Mr. Raffaldini was President of Fuji
Alternative Asset Management, a commodity pool operator and wholly owned
subsidiary of Fuji Bank. From 1990 to 1997, Mr. Raffaldini was a vice president
at Nippon Credit Bank, Ltd. in charge of proprietary trading of derivative
products. While at Nippon Credit Bank, Mr. Raffaldini helped found and acted as
President and Chief Executive Officer of Nippon Credit Asset Management, a
commodity pool operator and wholly owned subsidiary of Nippon Credit Bank. From
1987 to 1990, Mr. Raffaldini worked as vice president of Quantitative Investment
Products for First Union National Bank.
Mr. Raffaldini serves as an adjunct lecturer to the Federal Reserve,
Federal Deposit Insurance Corporation, Office of Thrift Supervision and banking
departments of various states on risk management and performance measurement
topics. He received his M.B.A. in Finance from New York University in 1987 and
B.A. in Economics from Georgetown University in 1984.
45
<PAGE>
Mr. Anthony Bryla, C.P.A., is a Vice President, the Controller, and a
principal of GCM, and is responsible for the management of all accounting and
finance activities at GCM. Mr. Bryla is in charge of the daily and monthly
performance reporting, company accounting, treasury functions, as well as
policies and procedures. Prior to joining GCM in September 1995, Mr. Bryla was
an Assistant Accounting Manager at OMR Systems Corp., where he provided
back-office and accounting services for such clients as Merrill Lynch and Chase
Manhattan Bank, and held positions of increasing responsibility since February
1989. Mr. Bryla is a member of the New Jersey Society of C.P.A.'s and graduated
from Rutgers University with a BA in Business Administration in 1982.
Mr. Paul Sedlack is a Vice President, the General Counsel, and a principal
of GCM, and is responsible for legal and compliance matters. Mr. Sedlack began
his career at the law firm of Coudert Brothers in New York in 1986 and was
resident in Coudert's Singapore office from 1988 to 1989. Prior to joining GCM
in June 1998, Mr. Sedlack was a partner at the law firm of McDermott, Will &
Emery in New York, focusing on securities and commodities laws pertaining to the
investment management and related industries. Mr. Sedlack received a J.D. from
Cornell Law School and an MBA in Finance and BS in Engineering from State
University of New York at Buffalo.
Mr. Kevin O'Connor is a Vice President, Senior Trader, and principal of
GCM. Mr. O'Connor is a senior member of the trading staff responsible for
executing trades in accordance with GCM's systems, and works closely with Mr.
Schneider in managing the firm's daily trading operations. Prior to joining GCM,
from June 1992 until June 1995, Mr. O'Connor was a Vice President and Controller
for Luck Trading Company, a commodity trading advisor in New York City. From
January 1981 until June 1992, Mr. O'Connor was a Controller and Senior Trader
for Futures Investment Company, a commodity trading advisor based in Greenwich,
CT. Mr. O'Connor graduated from Providence College in 1980 with a BS in
Accounting.
Dr. Shawn X. Deng is a quantitative research analyst and works in
conjunction with other members of GCM's research staff on investment strategies,
technology, and software development. Prior to joining GCM in October 1996,
Dr. Deng was a senior software engineer at AutoLogic Information Technology,
Inc., where he implemented client/server management and software release
systems. Before he joined AutoLogic, he worked at Online Environs, Inc., where
he developed state-of-the-art three-dimensional network browsers. Dr. Deng
received his M.Sc. and Ph.D. in mechanical engineering in 1996 from Harvard
University, specializing in solid mechanics and finite element analysis. While
at Harvard, he was the principal investigator 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 quantitative research analyst with significant
expertise in mathematics and statistics. Prior to joining GCM in May 1997, Dr.
Aldershof was a professor of mathematics at Lafayette College in Easton, PA. Dr.
Aldershof's research interests center on non-linear stochastic systems,
especially genetic algorithms. Dr. Aldershof received his MS (1990) and Ph.D.
(1991) in Statistics from the University of North Carolina at Chapel Hill, where
he was a Pogue Fellow. His research in graduate school concerned estimating
functionals of probability density functions. During this time, he was a
consultant for the RAND Corporation, the Center for Naval Analyses, and the
Environmental Protection Agency. Dr. Aldershof received his A.B. (1985) from
Middlebury College, where he completed a double major in Mathematics and
Psychology.
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 GCM in August 1998, Mr. Christian was associated with Stonebrook
Capital Management, Inc., where he focused on research
46
<PAGE>
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
GCM 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.
Barry F. Cronin is a Senior Discretionary Trader and principal of GCM
specializing in the global macro markets with particular emphasis on foreign
exchange and fixed income. Prior to joining GCM 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.
Dominic M. Napolitano is a Senior Discretionary Trader and principal of GCM
whose primary activities are in the global foreign exchange and fixed income
markets. Prior to joining GCM 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.
During the five years preceding the date of this Prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against GCM or its principals.
GCM and its principals may, from time to time, trade futures interests
contracts for their own proprietary accounts. Such trades may or may not be in
accordance with the GCM trading programs described below.
Systematic Trading
GCM's trading systems rely primarily on technical rather than fundamental
information as the basis for their trading decisions. GCM's systems are based on
the expectation that they can 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.
GCM'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 GCM 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
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risk management and trade filter strategies that are intended to benefit from
sustained price trends while reducing risk and volatility exposure.
In addition to GCM's core trading systems, GCM 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. More recently, GCM developed a trading
system that relies on macroeconomic and supply and demand data as the basis for
its trading decisions. This non-trend-based strategy has the potential to
perform in market conditions that are characterized by a lack of long-term
trends.
Discretionary Trading
The Discretionary Trading Group ("DTG") was established at GCM in February
1998. Unlike GCM's systematic trading programs, which are based almost entirely
on computerized mathematical models, the DTG determines its trades subjectively
on the basis of personal assessment of trading data and trading experience. The
DTG traders benefit from GCM's experience in systematic trading and trend
identification. This experience has proven helpful in enabling the DTG to take
advantage of significant market trends when they occur and, equally important,
the DTG has the potential to profit from trend reversals as well. Additionally,
GCM makes available extensive technical and fundamental research resources to
the DTG in an effort to improve its competitive performance edge over time. GCM
believes that the DTG's performance results generally are not highly correlated
to the results of other discretionary traders or GCM's systematic trading
programs. GCM believes the DTG can generate successful performance results in
trading range type markets where there are few long-term trends.
The GCM Trading Programs
GCM 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 GCM; thus,
GCM 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--RISKS RELATING TO FUTURE INTERESTS TRADING AND THE FUTURES
INTERESTS MARKETS--THE PARTNERSHIPS' FUTURES INTERESTS TRADING IS HIGHLY
LEVERAGED" ON PAGE * . Subject to the prior approval of the General Partner,
GCM may, at any time, trade a portion of the Partnership's assets pursuant to
one or more of GCM's other systematic programs and/or the DTG discretionary
program, and at an increased or reduced rate of leverage.
The various futures interests markets which are traded pursuant to each GCM
systematic trading program are identified below under the description of that
program. Each GCM systematic trading program generally entails a consistent
approach to all futures interests markets traded by that program. GCM conducts
ongoing research regarding expanding the number of futures interests markets
each program trades to further the objective of portfolio diversification.
Particular futures interests 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 interests markets pursuant to its systematic trading
programs, GCM generally applies the systematic trading approach described above
under " -- Systematic Trading."
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Global Diversified Program
The Global Diversified Program ("GDP") utilizes multiple computerized
trading models which are designed to participate in the potential profit
opportunities of approximately 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.
As of September 30, 1999, the GDP had approximately 27% weighting in
futures contracts based on short term and long term global interest rates
(including U.S. and foreign bonds, notes and Eurodollars), 38% in currency
forwards (including major and minor currencies), 15% in stock index futures
(including all major indices), 9% in agricultural futures (including grains,
meats and softs), 8% in metal futures (including gold, aluminum and copper), and
3% 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.
GCM rebalances the weighting of each market in the portfolio on a monthly
basis so as to maintain, on a volatility and risk adjusted basis, consistent
exposure to each market over time.
Graham Selective Trading Program
The Graham Selective Trading Program ("GST") was developed in 1997 and
utilizes a completely different trading system than other GCM programs. The GST
uses a mathematical model to identify certain price patterns which have very
specific characteristics indicating that there is a high probability that a
significant directional move will occur. Although the system does not trade
against the market trend, it is not a true trend-following system inasmuch as it
will only participate in very specific types of market moves which meet the very
restrictive criteria of the model. In general, the GST 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. The GST program trades in approximately 55 markets with weightings, as
of September 30, 1999, of about 37% in global interest rates, 33% in foreign
exchange, 13% in agricultural futures, 9% in metal futures, 5% in stock index
futures and 3% in energy futures. Due to the extremely selective criteria of the
GST model, the program will normally maintain a neutral position in
approximately 50% to 60% of the markets in the portfolio.
K4 Program
Like the GST 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 GST 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
high percentage of winning trades. K4 will normally maintain a neutral position
in 50% of the markets in the portfolio.
The K4 program trades in approximately 65 markets with weightings, as of
September 30, 1999, of about 34% in foreign exchange, 28% in global interest
rates, 13% in stock index futures, 11% in agricultural futures, 9% in metals and
5% in energy futures.
Non-Trend Based Program
Today's markets include many trend-following and counter-trend traders
attempting to identify major trends and reversals thereof. GCM's Non-Trend Based
Program ("NTB") utilizes
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multiple computerized trading models that for the most part do not rely on price
trends. The NTB 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. As of September 30, 1999, the NTB program had
approximately 50% weighting in currency forwards, 25% weighting in energy
futures, 10% weighting in futures contracts based on interest rates, 10% in
metal futures and 5% in stock index futures.
The NTB 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 NTB 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 NTB program creates a macroeconomic
index based on economic release data, inflation data, and interest rate
sensitive stocks. For base metal trading, the NTB 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, currrency movement, and interest rate sensitive
stocks. For equities the NTB 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 GCM's systematic trading programs, which are based almost entirely
on computerized mathematical models, GCM's Discretionary Trading Group ("DTG")
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 anaylsis of the DTG may involve a short- or long-term
time horizon. Technical data considered by the DTG 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 GCM
Set forth below in Capsules A through M is the past performance history of
GCM for client accounts. Capsule A-1 is a pro forma of Capsule A, adjusted for
the increased leverage to be employed by GCM 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 GCM or
Charter Graham in the future, since past performance is not a guarantee of
future results. There can be no assurance that GCM or the Partnership will make
any profits at all or will be able to avoid incurring substantial losses.
Investors should also note that interest income may constitute a significant
portion of a commodity pool's total income and, in certain instances, may
generate profits where there have been realized or unrealized losses from
futures interest trading.
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CAPSULE A
GRAHAM CAPITAL MANAGEMENT, L.P.
GLOBAL DIVERSIFIED PROGRAM (STANDARD LEVERAGE)
Name of CTA: Graham Capital Management, L.P.
Name of program: Global Diversified Program
Inception of trading by CTA: February 1995
Inception of trading in program: February 1995
Number of open accounts: 5
Aggregate assets overall: $537,059,000
Aggregate assets in program: $145,021,000
Largest monthly drawdown: (6.93)% - (2/96)
Worst peak-to-valley drawdown: (13.74)% - (4/98-7/98)
<TABLE>
<CAPTION>
RATE OF RETURN
--------------------------------------------------------
MONTH 1999 1998 1997 1996 1995
- ----------------------- ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C>
% % % % %
January (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 3.24 4.14 5.71 (1.55)
November (2.80) 0.50 3.26 3.14
December 0.09 1.85 (1.05) 5.81
Compound Annual
(Period) Rate of
Return 2.02 12.20 6.04 14.70 26.83
<CAPTION>
(9 months) (11 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
51
<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 1999 1998 1997 1996 1995
- ----------------------- ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C>
% % % % %
January (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 4.77 6.56 9.06 (2.60)
November (5.23) 0.61 4.76 4.49
December (0.25) 3.14 (2.29) 8.79
Compound Annual
(Period) Rate of
Return (1.08) 13.41 7.12 18.43 39.29
<CAPTION>
(9 months) (11 months)
</TABLE>
CAPSULE B
GRAHAM CAPITAL MANAGEMENT, L.P.
GLOBAL DIVERSIFIED PROGRAM AT 150% LEVERAGE
Name of CTA: Graham Capital Management, L.P.
Name of program: Graham Global Diversified Program at 150%
Leverage
Inception of trading by CTA: February 1995
Inception of trading in program: May 1997
Number of open accounts: 10
Aggregate assets overall: $537,059,000
Aggregate assets in program: $116,050,000
Largest monthly drawdown: (9.84)% - (6/98)
Worst peak-to-valley drawdown: (20.01)% - (4/98-7/98)
1999 year-to-date return (9 months): 2.10%
1998 annual return: 17.00%
1997 annual return (8 months): 11.56%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE C
GRAHAM CAPITAL MANAGEMENT, L.P.
SELECTIVE TRADING PROGRAM (STANDARD LEVERAGE)
Name of CTA: Graham Capital Management, L.P.
Name of program: Selective Trading Program
Inception of trading by CTA: February 1995
Inception of trading in program: January 1998
Number of open accounts: 2
Aggregate assets overall: $537,059,000
Aggregate assets in program: $97,918,000
Largest monthly drawdown: (3.00)% - (6/98)
Worst peak-to-valley drawdown: (4.42)% - (3/98-7/98)
1999 year-to-date return (9 months): (1.15)%
1998 annual return: 25.86%
CAPSULE D
GRAHAM CAPITAL MANAGEMENT, L.P.
SELECTIVE TRADING PROGRAM AT 150% LEVERAGE
Name of CTA: Graham Capital Management, L.P.
Name of program: Selective Trading Program at 150% Leverage
Inception of trading by CTA: February 1995
Inception of trading in program: June 1999
Number of open accounts: 3
Aggregate assets overall: $537,059,000
Aggregate assets in program: $17,475,000
Largest monthly drawdown: (2.34)% - (7/99)
Worst peak-to-valley drawdown: (2.34)% - (7/99)
1999 year-to-date return (4 months): 3.29%
CAPSULE E
GRAHAM CAPITAL MANAGEMENT, L.P.
K4 PROGRAM (STANDARD LEVERAGE)
Name of CTA: Graham Capital Management, L.P.
Name of program: K4 Program
Inception of trading by CTA: February 1995
Inception of trading in program: January 1999
Number of open accounts: 2
Aggregate assets overall: $537,059,000
Aggregate assets in program: $39,403,000
Largest monthly drawdown: (3.66)% - (3/99)
Worst peak-to-valley drawdown: (3.66)% - (3/99)
1999 year-to-date return (9 months): 5.07%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
53
<PAGE>
CAPSULE F
GRAHAM CAPITAL MANAGEMENT, L.P.
K4 PROGRAM AT 150% LEVERAGE
Name of CTA: Graham Capital Management, L.P.
Name of program: K4 Program at 150% Leverage
Inception of trading by CTA: February 1995
Inception of trading in program: June 1999
Number of open accounts: 2
Aggregate assets overall: $537,059,000
Aggregate assets in program: $5,299,000
Largest monthly drawdown: (2.40)% - (7/99)
Worst peak-to-valley drawdown: (2.40)% - (7/99)
1999 year-to-date return (4 months): 6.35%
CAPSULE G
GRAHAM CAPITAL MANAGEMENT, L.P.
DISCRETIONARY TRADING GROUP PROGRAM (STANDARD LEVERAGE)
Name of CTA: Graham Capital Management, L.P.
Name of program: Discretionary Trading Group Program
Inception of trading by CTA: February 1995
Inception of trading in program: January 1999
Number of open accounts: 1
Aggregate assets overall: $537,059,000
Aggregate assets in program: $12,939,000
Largest monthly drawdown: (2.22)% - (8/99)
Worst peak-to-valley drawdown: (4.18)% - (6/99 - 8/99)
1999 year-to-date return (9 months): (1.75)%
CAPSULE H
GRAHAM CAPITAL MANAGEMENT, L.P.
DISCRETIONARY TRADING GROUP PROGRAM AT 150% LEVERAGE
Name of CTA: Graham Capital Management, L.P.
Name of program: Discretionary Trading Group Program at 150%
Leverage
Inception of trading by CTA: February 1995
Inception of trading in program: June 1999
Number of open accounts: 3
Aggregate assets overall: $537,059,000
Aggregate assets in program: $15,777,000
Largest monthly drawdown: (5.59)% - (8/99)
Worst peak-to-valley drawdown: (10.87)% - (6/99-9/99)
1999 year-to-date return (4 months): (10.21)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
54
<PAGE>
CAPSULE I
GRAHAM CAPITAL MANAGEMENT, L.P.
NON-TREND BASED PROGRAM (STANDARD LEVEAGE)
Name of CTA: Graham Capital Management, L.P.
Name of program: Non-Trend Based Program
Inception of trading by CTA: February 1995
Inception of trading in program: January 1999
Number of open accounts: 1
Aggregate assets overall: $537,059,000
Aggregate assets in program: $25,460,000
Largest monthly drawdown: (3.23)% - (8/99)
Worst peak-to-valley drawdown: (4.92)% - (5/99-8/99)
1999 year-to-date return (9 months): 3.19%
CAPSULE J
GRAHAM CAPITAL MANAGEMENT, L.P.
NON-TREND BASED PROGRAM AT 150% LEVERAGE
Name of CTA: Graham Capital Management, L.P.
Name of program: Non-Trend Based Program at 150% Leverage
Inception of trading by CTA: February 1995
Inception of trading in program: June 1999
Number of open accounts: 2
Aggregate assets overall: $537,059,000
Aggregate assets in program: $7,016,000
Largest monthly drawdown: (5.46)% - (8/99)
Worst peak-to-valley drawdown: (8.26)% - (6/99-8/99)
1999 year-to-date return (4 months): (6.35)%
CAPSULE K
GRAHAM CAPITAL MANAGEMENT, L.P.
GLOBAL FX PROGRAM
Name of CTA: Graham Capital Management, L.P.
Name of program: Global FX Program
Inception of trading by CTA: February 1995
Inception of trading in program: May 1997
Number of open accounts: 1
Aggregate assets overall: $537,059,000
Aggregate assets in program: $5,020,000
Largest monthly drawdown: (3.97)% - (7/99)
Worst peak-to-valley drawdown: (9.79)% - (4/98-7/99)
1999 year-to-date return (9 months): 2.11%
1998 annual return: (3.52)%
1997 annual return (8 months): 5.19%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
55
<PAGE>
CAPSULE L
GRAHAM CAPITAL MANAGEMENT, L.P.
INTERNATIONAL FINANCIAL PROGRAM
Name of CTA: Graham Capital Management, L.P.
Name of program: International Financial Program
Inception of trading by CTA: February 1995
Inception of trading in program: January 1996
Number of open accounts: 0
Aggregate assets overall: $537,059,000
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 CTA: Graham Capital Management, L.P.
Name of program: Natural Resource Program
Inception of trading by CTA: February 1995
Inception of trading in program: September 1996
Number of open accounts: 0
Aggregate assets overall: $537,059,000
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 GCM CAPSULES A THROUGH M PERFORMANCE SUMMARIES
"Inception of trading by CTA" is the date on which GCM began trading client
accounts.
"Inception of trading in program" is the date on which GCM began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by GCM
pursuant to the program shown as of September 30, 1999.
"Aggregate assets overall" is the aggregate amount of assets in accounts
under the management of GCM as of September 30, 1999, and includes client funds
and notional equity. Notional equity represents the additional amount of equity
that exceeds the amount of equity actually committed to GCM for management.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of September 30, 1999, 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-
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<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.
GCM advises exempt accounts for qualified eligible clients the performance
of which is not included in the composite performance record.
FOOTNOTES TO GCM CAPSULE A-1 PRO FORMA PERFORMANCE SUMMARY
Capsule A-1 above reflects pro forma rates of return, which are the result
of the General Partner making certain pro forma adjustments to the actual past
performance record of client accounts managed pursuant to the GDP, the trading
program employed for Charter Graham by GCM. 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 GCM 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 GCM'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.
HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF
WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL
OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE
ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND
THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE
GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL
TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN
COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR
EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING
PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY
AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE
MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM
WHICH CANNOT BE FULLY
57
<PAGE>
ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF
WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
The Trading Advisor for Charter Millburn is Millburn Ridgefield Corporation
("MRC"). MRC is a Delaware Corporation which was organized in May 1982. MRC's
main business address is 411 West Putnam Avenue, Greenwich, Connecticut 06830.
MRC has been registered with the CFTC as a CTA since July 1982 and as a CPO
since September 1984 and is a member of the NFA in such capacities.
Principals
Mr. Harvey Beker is President, Co-Chief Executive Officer and a Director of
MRC and The Millburn Corporation, and a partner of ShareInVest Research L.P. He
received a Bachelor of Arts degree in economics from New York University in 1974
and a Master of Business Administration degree in finance from NYU in 1975. From
June 1975 to July 1977, Mr. Beker was employed by Loeb Rhoades, Inc. where he
developed and traded silver arbitrage strategies. From July 1977 to June 1978,
Mr. Beker was a futures trader at Clayton Brokerage Co. of St. Louis. Mr. Beker
has been employed by The Millburn Corporation since June 1978. During his tenure
at Millburn, he has been instrumental in the development of the research,
trading and operations areas. Mr. Beker became a principal of the firm in 1982.
Mr. George E. Crapple is Co-Chief Executive Officer, Vice-Chairman and a
Director of MRC, Vice-Chairman and a Director of The Millburn Corporation and a
partner of ShareInVest Research L.P. In 1966 he graduated with honors from the
University of Wisconsin where his field of concentration was economics and he
was elected to Phi Beta Kappa. In 1969 he graduated from Harvard Law School,
magna cum laude, where he was a member of the Harvard Law Review. He was a
lawyer with Sidley & Austin, Chicago, Illinois, from 1969 until April 1, 1983,
and a partner since 1975, specializing in commodities, securities, corporate and
tax law. He was first associated with MRC in 1976 and joined MRC on April 1,
1983 on a full-time basis. Mr. Crapple is a member of the Board of Directors,
Executive and Appeals Committees and a former Chairman of the Eastern Regional
Business Conduct Committee of the NFA, Vice-Chairman of the Board of Directors
and a member of the Executive Committee of the Managed Funds Association, a
member of the Financial Products Advisory Committee of the CFTC and a former
member of the Board of Directors of the Futures Industry Association.
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 MRC and The Millburn
Corporation and a partner of ShareInVest Research L.P. His responsibilities
include both marketing and investment strategy. He graduated summa cum laude
from the University of Bridgeport, Connecticut in 1970 with a B.S. in economics.
His graduate work was done at the University of Virginia, where he received a
certificate of candidacy for a Ph.D. in economics in 1973. He joined Millburn
Ridgefield in January 1990 from Morgan Stanley & Co. Incorporated, where he was
a principal and
58
<PAGE>
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 MRC and The Millburn Corporation and a partner of
ShareInVest Research L.P. His responsibilities include overseeing the firm's
trading operation and managing its trading relationships, as well as the design
and implementation of trading systems. He graduated magna cum laude from Harpur
College of the State University of New York in 1979 with a B.A. in economics.
From 1980 through late 1982 he was a commodity trader for E. F. Hutton & Co.,
Inc. At Hutton he also designed and maintained various technical indicators and
coordinated research projects pertaining to the futures markets. He joined MRC
in 1982 as Assistant Director of Trading.
Mr. Dennis B. Newton is a Senior Vice-President of MRC. His primary
responsibilities are in administration and marketing. Prior to joining MRC in
September 1991, Mr. Newton was President of Phoenix Asset Management, Inc., a
registered commodity pool operator from April 1990 to August 1991. Prior to his
employment with Phoenix, Mr. Newton was a Director of Managed Futures with
Prudential-Bache Securities Inc. from September 1987 to March 1990. Mr. Newton
joined Prudential-Bache from Heinold Asset Management, Inc., where he was a
member of the senior management team. Heinold was a pioneer and one of the
largest sponsors of funds utilizing futures and currency forward trading.
Mr. Grant N. Smith is Executive Vice-President and Co-Director of Research
of MRC and The Millburn Corporation and a partner of ShareInVest Research L.P.
He is responsible for the design, testing and implementation of quantitative
trading strategies, as well as for planning and overseeing the computerized
decision-support systems of the firm. He received a B.S. degree from the
Massachusetts Institute of Technology in 1974 and an M.S. degree from M.I.T. in
1975. While at M.I.T. he held several teaching and research positions in the
computer science field and participated in various projects relating to database
management. He joined MRC in 1975.
During the five years preceding the date of this Prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against MRC or its principals.
MRC and its principals may, from time to time, trade futures interests
contracts for their own proprietary accounts. Such trades may or may not be in
accordance with the MRC trading programs described below.
The objective of MRC's trading method is to participate in all major
sustained price moves in the markets traded. MRC regards its approach as
long-term in nature. MRC will make trading decisions pursuant to its trading
method which includes technical trend analysis (and certain non-trend-following
technical systems) and the money management principles described below, which
may be revised from time to time. Given trends in price of sufficient duration
and magnitude, these trading systems may be profitable even though more than
half of all individual trades are unprofitable. A period of time without such
trends, however, may result in substantial losses. MRC has a substantial ongoing
research effort to improve its currency and futures trading method and to apply
its quantitative analysis expertise to new financial products.
MRC considers its methodology to be an exercise in risk control. It
includes systems applicable to each market traded individually and money
management principles applicable to a portfolio as a whole.
The first step in the methodology is developing intermediate to long-term
trading systems which generate long or short (buy or sell) decisions in a
particular market based on the direction
59
<PAGE>
of the price trend in the market. Trading is limited to markets which MRC
believes are sufficiently liquid in respect of the amount of trading
contemplated. MRC has developed hundreds of trading systems using classes of
quantitative models and classes of data such as price, volume, 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.
In certain markets, MRC 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. MRC 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 MRC'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, MRC
will select markets and assign them weightings to achieve broad diversification.
Factors considered include profitability, liquidity, market depth, correlation
of losing periods, and MRC's trading experience. MRC seeks a portfolio where
returns from trading various markets are not highly correlated; returns are not
all positive or negative at the same time.
Additional money management principles applicable to the portfolio as a
whole include: limiting the assets committed as margin, generally within a range
of 15% to 30% (22.5% to 45% for accounts traded at 150% of standard leverage) of
an account's net assets at exchange minimum margins (including imputed margins
on forward positions), although the amount committed to margin at any time may
be substantially higher; prohibiting pyramiding (that is, using unrealized
profits in a particular market as margin for additional positions in the same
market); and changing the equity utilized for trading by an account solely on a
controlled periodic basis rather than as an automatic consequence of an increase
in equity resulting from trading profits.
The final risk control money management principle is careful control of
leverage or portfolio size. This is determined by simulating the entire
portfolio -- all markets, all systems, all risk
60
<PAGE>
control overlays, the exact weightings of the markets in the portfolio, and the
proposed level of leverage -- over the past five or ten years to determine the
worst case experienced by the portfolio in the simulation period. The worst case
is measured from a daily high in portfolio assets to the subsequent daily low,
whether that occurs days, weeks or months after the daily high (a peak-to-
trough drawdown). If the drawdown is considered too severe, the leverage or
portfolio size is reduced.
Decisions whether to trade a particular market will be based upon various
factors, including the liquidity of the market, its significance in terms of the
desired degrees of concentration and diversification, and its profit potential,
both historically and at a given time. These decisions will require the exercise
of judgment. The decision not to trade certain markets for certain periods, or
to reduce the size of a position in a particular market, may result at times in
missing significant profit opportunities.
The money management principles, computer assisted research into historical
trading data, and experience of the principals of MRC are factors upon which
decisions concerning the percentage of assets to be used for each market traded
and the size of positions taken or maintained will be based. From time to time
decisions to increase, decrease, cover or reverse a futures, forward or option
position may be made which are not signaled by the systematic technical trading
systems. Such decisions also require the exercise of judgment and may include
consideration of the volatility of the particular market; the pattern of price
movement, both inter-day and intra-day; open interest; volume of trading;
changes in spread relationships between various forward contracts; and overall
portfolio balance and risk exposure.
With respect to the execution of trades, MRC may rely to an extent on the
judgment of others, including dealers, bank traders and floor brokers. No
assurance is given that it will be possible to execute trades regularly at or
near the desired buy or sell point.
Although MRC adjusts the leverage at which it trades different portfolios
to reflect the number of markets traded and the weightings of the various
markets, it does not at the present time utilize different systems or methods
depending on the markets traded in a portfolio. Whether MRC is trading the
Diversified, World Resource, Currency or Global portfolio, the same models are
used in the same markets at the present time.
The trading method, systems and money management principles to be utilized
by MRC are proprietary and confidential and vary over time. The foregoing
description is general and is not intended to be complete. While MRC believes
the description of its strategies may be of interest to prospective investors,
prospective investors must be aware of the inherent limitations on any such
description.
The MRC Trading Programs
The MRC trading portfolios do not utilize different trading systems or
programs. The portfolios may include all or some of the markets MRC 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 MRC trading portfolio over time. Such markets
may be changed without notice, in the discretion of MRC. Moreover, MRC does not
maintain open positions in all portfolio markets at all times. At certain times,
MRC 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), MRC's judgment of the prospects for
successful systematic trading in a market, or MRC's interpretations of economic
factors affecting the domestic and global economies and the potential
opportunities that could arise.
61
<PAGE>
MRC 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, MRC may, at any time, trade some or all of the Partnership's
assets among one or more of MRC's other programs.
Diversified Portfolio
MRC trades a broadly diversified portfolio of approximately 50 markets in
the following six sectors: currencies, precious and industrial metals, debt
instruments, stock indices, agricultural commodities and energy. 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. MRC 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 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
MRC trades approximately 20 different currencies in its Currency Portfolio,
including "cross-rate" positions (positions in two different currencies other
than the United States dollar). MRC -- which had managed financially-oriented
accounts since 1979 -- began managing currency-only accounts in November 1989.
MRC trades its Currency Portfolio at standard leverage and at 150% of standard
leverage.
Global Portfolio
The Global Portfolio includes the currency markets as well as futures and
options contracts on U.S. and non-U.S. interest rates and stock indices as well
as precious and industrial metals. MRC trades its Global Portfolio at standard
leverage and at 150% of standard leverage.
World Resource Portfolio
The World Resource Portfolio is a variation of the Diversified Portfolio,
but with a reduced emphasis on currency markets. MRC began trading the World
Resource Portfolio on a non-proprietary basis in September 1995.
Past Performance of MRC
Set forth below in Capsules A through H is the past performance history of
MRC and its principals for client accounts. Capsule A-1 is a pro forma of
Capsule A, adjusted for the brokerage, management, and incentive fees 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 MRC or
Charter Millburn in the future, since past performance is
62
<PAGE>
not a guarantee of future results. There can be no assurance that MRC or the
Partnership will make any profits at all or will be able to avoid incurring
substantial losses. 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 interest trading.
CAPSULE A
MILLBURN RIDGEFIELD CORPORATION
DIVERSIFIED PORTFOLIO
Name of CTA: Millburn Ridgefield Corporation
Name of program: Diversified Portfolio
Inception of trading by CTA: February 1971
Inception of trading in program: February 1971
Number of open accounts: 18
Aggregate assets overall: $720,240,161
Aggregate assets in program: $445,090,799
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):
5
Accounts closed with positive net performance (since 1977): 17
Accounts closed with negative net performance (past 5 years):
1
Accounts closed with negative net performance (since 1977): 1
<TABLE>
<CAPTION>
RATE OF RETURN
-----------------------------------------------------------------------------------
MONTH 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (4.02) 2.91 8.14 7.43 (3.09) (7.56) (2.69) (8.53)
February 3.09 (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 5.46 (7.38) (3.01) 5.72 4.64 (2.27) 5.76 (0.73)
May (3.39) 4.04 1.50 (6.72) (1.10) 4.63 (1.79) 0.90
June 5.75 2.32 0.52 3.91 0.99 5.80 (2.54) 14.25
July (3.69) (4.96) 8.15 1.37 (2.48) (3.00) 5.11 8.87
August 1.00 6.94 (8.52) (1.88) 1.43 (5.26) (8.06) 7.56
September 0.76 5.53 1.20 2.79 (1.84) 3.68 1.09 (0.19)
October (1.84) (2.21) 10.64 0.06 3.02 (0.70) (3.95)
November (0.75) (0.31) 3.96 0.20 4.76 1.33 2.66
December 2.55 4.95 1.08 7.92 2.46 9.02 (0.73)
Compound Annual
(Period) Rate of
Return 5.74 7.00 12.61 17.33 32.82 11.78 10.88 17.30
(9 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
63
<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.
64
<PAGE>
CAPSULE A-1
MILLBURN RIDGEFIELD CORPORATION
PRO FORMA OF CAPSULE A
DIVERSIFIED PORTFOLIO
Largest monthly drawdown (past 5 years): (12.54)% - (2/96)
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 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (4.39) 3.03 7.64 6.90 (3.26) (8.11) (2.99) (8.76)
February 2.67 (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 6.03 (7.86) (3.67) 5.69 3.98 (2.56) 5.63 (1.05)
May (4.21) 3.76 1.21 (7.12) (1.49) 4.63 (2.39) 0.45
June 6.31 2.12 0.27 3.79 0.79 5.36 (2.96) 14.29
July (4.51) (5.26) 9.06 1.06 (3.09) (3.56) 5.48 8.13
August 0.76 7.04 (10.12) (2.15) 1.42 (5.74) (9.29) 6.59
September 0.48 6.13 0.91 2.75 (2.33) 3.38 0.86 (0.48)
October (2.39) (2.82) 11.58 (0.72) 2.89 (0.85) (4.58)
November (1.10) (0.64) 3.57 (0.15) 5.29 1.27 2.77
December 2.81 5.52 0.91 8.57 2.05 9.83 (1.07)
Compound Annual
(Period) Rate of
Return 3.44 4.54 7.60 13.59 25.77 7.77 7.84 12.24
(9 months)
</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.
65
<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 CTA: Millburn Ridgefield Corporation
Name of program: Diversified Portfolio--High Leverage
Inception of trading by CTA: February 1971
Inception of trading in program: April 1998
Number of open accounts: 3
Aggregate assets overall: $720,240,161
Aggregate assets in program: $31,478,239
Largest monthly drawdown: (9.36)% - (4/98)
Worst peak-to-valley drawdown: (15.00)% - (4/98 - 7/98)
1999 year-to-date return (6 months): 4.11%
1998 annual return (9 months): 6.97%
CAPSULE C
MILLBURN RIDGEFIELD CORPORATION
DIVERSIFIED PORTFOLIO--2X LEVERAGE
Name of CTA: Millburn Ridgefield Corporation
Name of program: Diversified Portfolio-2X Leverage
Inception of trading by CTA: February 1971
Inception of trading in program: January 1998
Number of open accounts: 0
Aggregate assets overall: $720,240,161
Aggregate assets in program: $0
Largest monthly drawdown: (12.39)% - (7/98)
Worst peak-to-valley drawdown: (25.40)% - (1/98 - 7/98)
1999 year-to-date 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 CTA: Millburn Ridgefield Corporation
Name of program: Currency Portfolio
Inception of trading by CTA: February 1971
Inception of trading in program: November 1989
Number of open accounts: 2
Aggregate assets overall: $720,240,161
Aggregate assets in program: $34,475,001
Largest monthly drawdown: (9.08)% - (2/96)
Worst peak-to-valley drawdown: (33.06)% - (9/92-1/95)
1999 year-to-date return (9 months): 6.64%
1998 annual return: (5.02)%
1997 annual return: 20.86%
1996 annual return: 11.29%
1995 annual return: 18.88%
1994 annual return: (7.90%)
CAPSULE E
MILLBURN RIDGEFIELD CORPORATION
CURRENCY PORTFOLIO - HIGH LEVERAGE
Name of CTA: Millburn Ridgefield Corporation
Name of program: Currency Portfolio - High Leverage
Inception of trading by CTA: February 1971
Inception of trading in program: July 1993
Number of open accounts: 1
Aggregate assets overall: $720,240,161
Aggregate assets in program: $8,602,238
Largest monthly drawdown: (12.81)% - (5/95)
Worst peak-to-valley drawdown: (23.06)% - (9/97-8/98)
1999 year-to-date return (9 months): 4.37%
1998 annual return: (15.45)%
1997 annual return: 27.99%
1996 annual return: 16.36%
1995 annual return: 25.15%
1994 annual return: (11.46)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
67
<PAGE>
CAPSULE F
MILLBURN RIDGEFIELD CORPORATION
GLOBAL PORTFOLIO
Name of CTA: Millburn Ridgefield Corporation
Name of program: Global Portfolio
Inception of trading by CTA: February 1971
Inception of trading in program: November 1989
Number of open accounts: 4
Aggregate assets overall: $720,240,161
Aggregate assets in program: $116,550,090
Largest monthly drawdown: (10.54)% - (1/94)
Worst peak-to-valley drawdown: (15.53)% - (7/97 - 7/98)
1999 year-to-date return (9 months): 3.70%
1998 annual return: 2.03%
1997 annual return: 13.65%
1996 annual return: 11.38%
1995 annual return: 25.76%
1994 annual return: (5.24)%
CAPSULE G
MILLBURN RIDGEFIELD CORPORATION
GLOBAL PORTFOLIO - HIGH LEVERAGE
Name of CTA: Millburn Ridgefield Corporation
Name of program: Global Portfolio - High Leverage
Inception of trading by CTA: February 1971
Inception of trading in program: July 1993
Number of open accounts: 0
Aggregate assets overall: $720,240,161
Aggregate assets in program: $0
Largest monthly drawdown: (13.23)% - (1/94)
Worst peak-to-valley drawdown: (20.05)% - (6/94 - 1/95)
1997 annual return: 11.82%
1996 annual return: 11.15%
1995 annual return: 32.15%
1994 annual return: (9.03%)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE H
MILLBURN RIDGEFIELD CORPORATION
WORLD RESOURCE PORTFOLIO
Name of CTA: Millburn Ridgefield Corporation
Name of program: World Resource Portfolio
Inception of trading by CTA: February 1971
Inception of trading in program: September 1995
Number of open accounts: 4
Aggregate assets overall: $720,240,161
Aggregate assets in program: $109,739,334
Largest monthly drawdown: (12.28)% - (2/96)
Worst peak-to-valley drawdown: (15.26)% - (2/97 - 8/97)
1999 year-to-date return (9 months): 1.65%
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 MRC CAPSULES A THROUGH H PERFORMANCE SUMMARIES
"Inception of trading by CTA" is the date on which MRC began trading client
accounts.
"Inception of trading in program" is the date on which MRC began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by MRC
pursuant to the program shown as of September 30, 1999.
"Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of MRC as of September 30, 1999.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of September 30, 1999.
"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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<PAGE>
FOOTNOTES TO MRC CAPSULE A-1 PRO FORMA PERFORMANCE SUMMARY
Capsule A-1 above reflects pro forma rates of return, which are the result
of the General Partner making certain pro forma adjustments to the actual past
performance record of client accounts managed pursuant to the Diversified
Portfolio, the trading program to be employed for Charter Millburn by MRC. The
pro forma adjustments are an attempt approximately to reflect 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 MRC 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 MRC'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.
HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF
WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL
OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE
ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND
THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE
GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL
TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN
COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR
EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING
PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY
AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE
MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM
WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL
PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING
RESULTS.
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
The Trading Advisor for Charter Welton is Welton Investment Corporation
("WIC"). WIC is a Delaware corporation merged in May 1997 from a California
corporation originally formed in November 1988. WIC's main business address is
The Eastwood Building, San Carlos between 5th and 6th, P.O. Box 6147, Carmel,
California 93921-6147. WIC is registered, beginning January 4, 1989, as a CTA
and CPO with the CFTC, and is a member of the NFA in such capacities.
Principals
Dr. Patrick L. Welton is the Chief Executive Officer and Chairman of WIC.
Dr. Welton developed the mathematical analysis techniques and systems software
employed by WIC in its trading and portfolio management. Dr. Welton earned
Bachelor's Degrees from the University of
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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 WIC, 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 ("MFA") and
NFA. He is currently serving on the Board of Directors of the NFA. He is
registered as an Associated Person with the NFA.
Ms. Annette L. Welton is the Chief Operational Officer, Chief Financial
Officer, co-founder and Director of WIC. Ms. Welton contributed to the early
development of the systems software employed by WIC in its trading and portfolio
management methods. She is also a principal of Welton Global Funds Management
Corporation, a CPO affiliate. Ms. Welton earned a Bachelor of Science Degree
from the University of California at Los Angeles. Since 1992, Ms. Welton has
served on numerous committees of the MFA. She has served on the NFA's Nominating
Committee and has authored and co-authored several articles published in various
alternative investment trade publications. She is registered as an Associated
Person with the NFA.
Mr. Jerry M. Harris is the Senior Vice President of WIC. He received a
Bachelor of Science Degree in 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 WIC. Mr. Harris is a member of the Alternative
Investments Management Association and serves on its International Development
Committee as well as the Institutional Money Management Advisory Committee of
the New York Mercantile Exchange. He frequently is a featured speaker to
institutional and private investor groups on the topic of integrating
skill-based alternative investment strategies to diversify investment
portfolios. He has been associated with WIC since 1993 and is registered as an
Associated Person with the NFA.
During the five years preceding the date of this Prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against WIC or its principals.
WIC and its principals trade futures options and securities for their own
accounts and provide management services to other clients. Investments made on
behalf of WIC, its principals, and its clients, as well as any policies related
thereto, will remain confidential. In the course of such trading, WIC or its
principals may take positions in their own accounts which are in the same market
and in the same direction as positions advocated for clients. In a case where
WIC or its principals place the same trade orders for their accounts as they do
for their clients in a single block order with a brokerage firm, the brokerage
firm will allocate the trade fill prices assigned to each account in a manner
consistent with that firm's policy. This equalizes the likelihood of WIC or its
principals receiving a superior or inferior price compared to any of their
clients or, in the case of a partial fill of a block order, equalizes the
likelihood of WIC or its principals receiving a trade that some customers will
not receive or vice versa.
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<PAGE>
WIC Investment Philosophy and Risk Management Process
WIC 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.
WIC'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, WIC 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)
WIC considers its portfolios and programs to be in a constant cycle of
review and improvement, centered on a stable process for improving their long
term success. This paradigm for performance improvement 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, WIC 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 WIC trading
strategies independently or in complementary combinations across diverse global
markets. Ongoing research and development continues to be WIC's largest single
commitment of resources with the objective of improving the level, consistency,
and quality of performance in its offered portfolios and programs.
Although the trading of WIC portfolios is guided by the consistent
application of proprietary mathematical systems, there will always remain
investment decisions requiring the discretion and
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<PAGE>
judgment of WIC. These include, but are not limited to, contract month
selection, analysis of portfolio balance, and capital requirements.
In addition, WIC may at its sole discretion choose not to implement certain
trades if they are judged to carry unacceptable risk to an account. WIC will
reinvest trading profits unless withdrawn by the client. WIC may also stop
trading certain markets should they become, in WIC's judgment, too illiquid or
volatile to trade or their movement too correlated with other portfolio
elements.
Assets committed to meet minimum exchange 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 WIC managed portfolios and programs
involve the risk of loss.
WIC Investment Portfolios and Program
WIC 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 WIC'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, WIC 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 programs follows.
Absolute Return Portfolios
WIC 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 WIC.
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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<PAGE>
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 WIC'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 22% weighting in
global interest rate futures, 22% in currencies, 22% in stock index futures, 10%
in agricultural futures, 14% in metal futures, and 10% in energy futures.
WIC 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, WIC may, at any time, trade some or all of the Partnership's
assets among one or more of WIC's other programs 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 WIC'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 WIC's more diversified portfolios, may allow an investor to
better achieve WIC's corporate investment philosophy of emphasizing meaningful
diversification across investment styles, especially within multi-advisor
portfolio combinations.
Customized Return Enhancement Program
WIC 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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<PAGE>
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 WIC
Set forth below in Capsules A through D is the past performance history of
WIC and its principals for client accounts. Capsule A-1 is a pro forma of
Capsule A, adjusted for the brokerage, management, and incentive fees 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 WIC or Charter Welton in the
future, since past results are not a guarantee of future results. There can be
no assurance that WIC or the partnership will make any profits at all, or will
be able to avoid incurring substantial losses. 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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<PAGE>
CAPSULE A
WELTON INVESTMENT CORPORATION
DIVERSIFIED PORTFOLIO
Name of CTA: Welton Investment Corporation
Name of program: Diversified Portfolio
Inception of trading by CTA: February 1989
Inception of trading in program: April 1992
Number of open accounts: 43
Aggregate assets overall (excluding notional): $110 million
Aggregate assets overall (including notional): $199 million
Aggregate assets in program (excluding notional): $102 million
Aggregate assets in program (including notional): $191 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): 27
Accounts closed with negative net performance (past 5 years):
26
Accounts closed with negative net performance (since
inception): 29
<TABLE>
<CAPTION>
RATE OF RETURN
-----------------------------------------------------------------------------------------
MONTH 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- ---------- ------ ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (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 (4.66) (6.14) 13.16 (7.39) 0.48 4.90 (0.86)
November 2.65 2.79 9.97 4.77 14.60 5.05 (2.10)
December 2.04 1.23 2.15 9.44 1.23 10.48 (4.98)
Compound Annual
(Period) Rate of
Return (18.02) 17.52 23.62 7.17 36.35 2.38 47.90 (4.28)
<CAPTION>
(9 months) (9 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
76
<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 1999 1998 1997 1996 1995 1994 1993 1992
- -------------------- ---------- ------ ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% % % % % % % %
January (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 (5.20) (6.58) 13.21 (7.53) 0.56 5.37 (0.67)
November 2.55 2.65 9.51 5.35 14.24 4.90 (1.74)
December 1.98 1.20 2.02 9.71 1.09 10.02 (4.81)
Compound Annual
(Period) Rate of
Return (19.37) 16.03 19.24 5.74 37.68 1.26 47.05 (3.73)
<CAPTION>
(9 months) (9 months)
</TABLE>
CAPSULE B
WELTON INVESTMENT CORPORATION
GLOBAL FINANCIALS AND METALS PORTFOLIO
Name of CTA: Welton Investment Corporation
Name of program: Global Financials and Metals Portfolio
Inception of trading by CTA: February 1989
Inception of trading in program: April 1992
Number of open accounts: 1
Aggregate assets overall (excluding notional): $110 million
Aggregate assets overall (including notional): $199 million
Aggregate assets in program (excluding notional): $6 million
Aggregate assets in program (including notional): $6 million
Largest monthly drawdown: (15.72)% - (2/96)
Worst peak-to-valley drawdown: (30.89)% - (1/94 - 9/94)
1999 year-to-date return (9 months): (20.04)%
1998 annual return: 19.14%
1997 annual return: 19.18%
1996 annual return: 10.12%
1995 annual return: 48.90%
1994 annual return: (23.34)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
77
<PAGE>
CAPSULE C
WELTON INVESTMENT CORPORATION
GLOBAL FINANCIALS PORTFOLIO
Name of CTA: Welton Investment Corporation
Name of program: Global Financials Portfolio
Inception of trading by CTA: February 1989
Inception of trading in program: November 1994
Number of open accounts: 2
Aggregate assets overall (excluding notional): $110 million
Aggregate assets overall (including notional): $199 million
Aggregate assets in program (excluding notional): $2 million
Aggregate assets in program (including notional): $2 million
Largest monthly drawdown: (15.70)% - (2/96)
Worst peak-to-valley drawdown: (30.20)% - (2/96 - 8/96)
1999 year-to-date return (9 months): (20.25)%
1998 annual return: 19.98%
1997 annual return: 14.35%
1996 annual return: 7.05%
1995 annual return: 49.67%
1994 period return (2 months): 3.73%
CAPSULE D
WELTON INVESTMENT CORPORATION
TRADING PROGRAMS NO LONGER OFFERED
As of September 30, 1999
<TABLE>
<C> <S>
February 1989 Date advisor began trading client accounts
$110 million Total assets under management by the advisor representing actual funds
$199 million Total assets under management by the advisor representing nominal funds
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTERNATIONAL INTEREST
EQUITY LINKED PORTFOLIO CUSTOM RATE
TRADING PROGRAM ENHANCEMENT PRODUCT GLOBAL FINANCIAL ACCOUNTS PORTFOLIO
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Date Program Began Trading Oct-93 Mar-94 Mar-92
Actual Funds Managed Closed Closed Closed
Oct-94 Oct-94 Mar-96
<S> <C> <C> <C>
Nominal Funds Managed -- -- --
Open Accounts 0 0 0
Closed Accounts 2 6 33
Accounts Closed at a Profit 1 0 9
Accounts Closed at a Loss 1 6 24
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<CAPTION>
- ----------------------------
<S> <C>
QUANTITATIVE FOREIGN WORLD
TRADING PROGRAM NONFINANCIAL PORTFOLIO EXCHANGE PORTFOLIO CURRENCY PORTFOLIO
- ----------------------------
Date Program Began Trading Mar-94 Jun-94 Apr-92
Actual Funds Managed Closed Closed Closed
Aug-95 Feb-95 Feb-94
<S> <C>
Nominal Funds Managed -- -- --
Open Accounts 0 0 0
Closed Accounts 4 2 4
Accounts Closed at a Profit 2 0 1
Accounts Closed at a Loss 2 2 3
<CAPTION>
- ----------------------------
WORLD
EQUITY
INDEX
TRADING PROGRAM PORTFOLIO
- ----------------------------
Date Program Began Trading May-94
Actual Funds Managed Closed
Jun-96
Nominal Funds Managed --
Open Accounts 0
Closed Accounts 11
Accounts Closed at a Profit 1
Accounts Closed at a Loss 10
</TABLE>
<TABLE>
<S> <C> <C> <C>
Annual Rates of Return
1994 (4.21)% (22.89)% (26.68)%
1995 -- -- 56.49%
1996 -- -- (14.87)%
1997 -- -- --
1998 -- -- --
YTD through September-99 -- -- --
Largest Single Monthly
Drawdown1 (1.79)% (7.15)% (14.47)%
<CAPTION>
Date of Drawdown Jul-94 Oct-94 Feb-96
<S> <C> <C> <C>
Largest Peak-to-Valley
Drawdown2 (6.55)% (25.12)% (32.40)%
<CAPTION>
Date of Peak Mar-94 Mar-94 Dec-93
Date of Valley Oct-94 Oct-94 Jan-95
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Annual Rates of Return
<S> <C>
1994 44.13% (13.66)% (2.99)%
1995 (16.38)% (2.94)% --
1996 -- -- --
1997 -- -- --
1998 -- -- --
YTD through September-99 -- -- --
Largest Single Monthly
Drawdown1 (8.99)% (14.68)% (8.80)%
Date of Drawdown Mar-95 Nov-94 Jan-93
<S> <C>
Largest Peak-to-Valley
Drawdown2 (19.03)% (17.58)% (23.21)%
Date of Peak Feb-95 Oct-94 Nov-92
Date of Valley Aug-95 Feb-95 Feb-94
- ----------------------------
<CAPTION>
Annual Rates of Return
1994 (15.97)%
1995 4.99%
1996 (14.82)%
1997 --
1998 --
YTD through September-99 --
Largest Single Monthly
Drawdown1 (9.71)%
Date of Drawdown Jun-96
Largest Peak-to-Valley
Drawdown2 (25.18)%
Date of Peak May-94
Date of Valley Jan-96
- ----------------------------
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
78
<PAGE>
FOOTNOTES TO WIC CAPSULES A THROUGH D PERFORMANCE SUMMARIES
"Inception of trading by CTA" is the date on which WIC began trading client
accounts.
"Inception of trading in program" is the date on which WIC began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by WIC
pursuant to the program shown as of September 30, 1999.
"Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of WIC as of September 30, 1999.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of September 30, 1999.
"Drawdown" means losses experienced by the trading program over a specified
period. "Largest monthly drawdown" means greatest percentage decline in net
asset value due to losses sustained by the trading program from the beginning to
the end of a calendar month during the most recent five calendar years (and from
inception to date in the case of Capsule A).
"Worst peak-to-valley drawdown" means greatest cumulative percentage
decline in month-end net asset value of the trading program due to losses
sustained during a period in which the initial month-end net asset value of the
trading program is not equaled or exceed by a subsequent month-end net asset
value of the trading program during the most recent five calendar years (and
from inception to date in the case of Capsule A).
"Annual and year-to-date return" presented in the composite performance
capsules are calculated based on the "Fully-Funded-Subset" method as prescribed
by the CFTC. These 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. Note, 1999 year-to-date
returns were approximated.
FOOTNOTES TO WIC CAPSULE A-1 PRO FORMA PERFORMANCE SUMMARY
Capsule A-1 above reflects pro forma rates of return, which are the result
of the General Partner making certain pro forma adjustments to the past
performance record of client accounts managed pursuant to the Diversified
Portfolio, the trading program to be employed for Charter Welton by WIC. The pro
forma adjustments are an attempt approximately to reflect 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 WIC 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 WIC'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.
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<PAGE>
HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF
WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL
OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE
ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND
THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE
GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL
TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN
COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR
EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING
PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY
AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE
MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM
WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL
PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING
RESULTS.
80
<PAGE>
THE MANAGEMENT AGREEMENTS
Each Trading Advisor has entered into a Management Agreement with a
Partnership and the General Partner, which provides that the Trading Advisor
will have sole authority and responsibility, except in certain limited
situations, for directing the investment and reinvestment in futures interests
of the Partnership's assets.
TERM
The Management Agreement with each Trading Advisor will not expire until
December 31, 2001, with annual renewals thereafter. Unless otherwise terminated
upon written notice from the Trading Advisor at least 30 days prior to the
expiration of the Management Agreement, each agreement shall automatically renew
for additional one year terms.
The Management Agreement with each Partnership will terminate if the
Partnership terminates. Each Management Agreement may also be terminated by the
Partnership, without penalty, at any time upon prior written notice to the
Trading Advisor. In addition, each Management Agreement may be terminated by the
Partnership or the Trading Advisor at any time without penalty under certain
other circumstances specified therein.
Each Management Agreement also permits the General Partner to designate an
additional trading advisor or advisors for a Partnership, and to apportion to
such additional advisor(s) such amount of the Partnership's Net Assets as the
General Partner may determine in its absolute discretion.
LIABILITY AND INDEMNIFICATION
Each Management Agreement sets forth a standard of liability for the
Trading Advisor and also provides for certain indemnities of the Trading
Advisor. See "Fiduciary Responsibility" on page * . Each Management Agreement
also provides that the Trading Advisor will assume financial responsibility for
any errors committed or caused by it in transmitting orders for the purchase or
sale of futures interests for the Partnership.
OBLIGATIONS TO A PARTNERSHIP
Each Trading Advisor is engaged in the business of advising investors as to
the purchase and sale of futures interests. During the term of each Management
Agreement, the Trading Advisor and its principals and affiliates may be advising
other investors and trading for their proprietary accounts. However, under the
Management Agreements, the Trading Advisors and their principals and affiliates
may not knowingly or deliberately favor, other than by charging different
management and/or incentive fees, any account advised or managed by the Trading
Advisors or any of their principals and affiliates over the accounts of the
Partnerships. Each Trading Advisor will treat the Partnership for which it
manages funds in a fiduciary capacity to the extent recognized by applicable
law, but, subject to that standard, each Trading Advisor and its principals and
affiliates will be free to advise and manage accounts of other investors and
will be free to trade on the basis of the same trading systems, methods or
strategies employed by such Trading Advisor on behalf of the Partnership, or
trading systems, methods or strategies that are entirely independent of, or
materially different from, those employed on behalf of the Partnership, and will
be free to compete for the same futures interests as the Partnership or to take
positions opposite to the Partnership, where such actions do not knowingly or
deliberately favor any of such accounts over the Partnership's account.
EXCHANGE PRIVILEGE
If the conditions described below are satisfied, 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 (a "SERIES
EXCHANGE"). However, a Series Exchange will only be permitted
81
<PAGE>
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 (an
"EXCHANGE DATE"). Each Unit you purchase in a 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 Series
Exchange will not be subject to a redemption charge. Units you acquire in a
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 Series Exchange, certain 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
Series Exchange, you must send a Subscription Agreement to an MSDW 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 redeem a minimum of 500 Units in a Series Exchange, unless you are
liquidating your entire interest in a Partnership. However, if you already own
Units in a Partnership and would like to purchase additional Units of that
Partnership, you must purchase 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 MSDW branch office.
In order to effect a 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 currently 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, certain 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 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 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 that it deems reasonable under the circumstances.
Units of any new partnership in the Charter Series may be offered to
investors pursuant to exercise of the Series Exchange privilege. Before
purchasing units of a new partnership, you will be required to receive a copy of
a Prospectus or a 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 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 Series Exchange.
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. You may make redemptions only 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.
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<PAGE>
Redemptions will 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 ("REDEMPTION DATE"). A "Request for Redemption" is a letter in the form
specified by the General Partner, sent by you to a local MSDW 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 MSDW 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 interests positions and other assets of the Partnership, less the total
liabilities of the Partnership, including, but not limited to, all brokerage,
management, and incentive fees, 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 interest
traded on a U.S. exchange means the settlement price on the exchange on which
that futures interest is traded on the day Net Assets are being determined.
However, if a futures interest 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
interest could be liquidated will be the market value of that futures interest
for that day. The market value of a forward contract or a futures interest
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 interest.
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 DWR.
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 will be subject to other restrictions
on redemptions.
* If you redeem Units at the first Redemption Date following notice of an
increase in certain fees, those Units will not be subject to redemption
charges.
* If you exchange Units in a 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.
* If you exchange units of any other partnerships for which Demeter serves
as the General Partner (a "NON-SERIES EXCHANGE"), 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 two years, you will not be
subject to redemption charges with respect to any newly purchased Units,
provided the new Units are purchased within
83
<PAGE>
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 interests positions to satisfy redemptions in the event it does not have
sufficient cash on hand. SEE "RISK FACTORS--RISKS RELATING TO THE PARTNERSHIPS
AND THE OFFERING OF UNITS--RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS" on page
* . When you redeem Units, payment will be made by credit to your customer
account with DWR, 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--Reports to Limited Partners" on page * .
THE COMMODITY BROKERS
DESCRIPTION OF THE COMMODITY BROKERS
Dean Witter Reynolds Inc., a Delaware corporation ("DWR"), acts as the
Partnerships' non-clearing commodity broker. DWR, as the non-clearing commodity
broker, holds each Partnership's funds in customer segregated or secured
accounts, and provides all required margin funds to CFI, the clearing commodity
broker and foreign currency forward contract counterparty for each Partnership,
to cover margin requirements for each Partnership's trading positions. DWR
monitors each Partnership's futures positions that CFI reports it is carrying
for any errors in trade prices or trade fills. DWR 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, and CFI serves as
the clearing broker and foreign currency forward counterparty for such commodity
pools.
DWR is a principal operating subsidiary of MSDW, which is a publicly-owned
company. DWR is a financial services company which provides to its individual,
corporate and institutional clients services as a broker in securities and
futures interests, a dealer in corporate, municipal and government securities,
an investment adviser, and an agent in the sale of life insurance and various
other products and services. DWR is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange, other
major securities exchanges, and the National Association of Securities Dealers,
Inc. DWR is registered with the CFTC as a futures commission merchant and is a
member of the NFA in such capacity. DWR is currently servicing its clients
through a network of approximately 450 offices nationwide with approximately
12,000 financial advisors servicing individual and institutional client
accounts.
Carr Futures, Inc., a Delaware corporation ("CFI" and, together with DWR,
the "COMMODITY BROKERS"), is the broker directly accountable to the futures
exchange or clearinghouse for each Partnership's trades. All payments, including
margin payments, to and from the futures exchanges resulting from each
Partnership's trades, flow through CFI. In addition, CFI also acts as the
counterparty on each Partnership's foreign currency forward contracts. CFI 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, one of the ten largest banks in the world. CFI's
parent has guaranteed the payment of the net liquidating value of the
transactions in each Partnership's account with CFI. CFI has been registered
under the CEAct as a futures commission merchant and has been a member of the
NFA in such capacity since August 1987. CFI's global headquarters is located at
10 South Wacker Drive, Suite 1100, Chicago, Illinois 60606. CFI acts as a
commodity broker to individuals, corporate and institutional clients and is a
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<PAGE>
clearing member of the Chicago Board of Trade, the Chicago Mercantile Exchange,
and other major commodities exchanges.
BROKERAGE ARRANGEMENTS
The Partnerships' brokerage arrangements with DWR and CFI are discussed in
"Conflicts of Interest--Relationship of the General Partner to DWR as Commodity
Broker" and "--Customer Agreements with the Commodity Brokers," and "Description
of Charges--Commodity Brokers" on pages * , * , and * , respectively.
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 interests trading activity;
* the services provided by the Commodity Brokers or their affiliates to the
Partnership;
* the cost incurred by DWR 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
Brokers from assets held thereby; and
* if the General Partner is an affiliate of a Commodity Broker (Demeter is
an affiliate of DWR), the risks incurred by and the obligations of 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 certain indemnities of and by the Commodity
Brokers. See "Fiduciary Responsibility" on page * .
CERTAIN LITIGATION
At any given time, DWR is involved in numerous legal actions, some of which
seek significant damages.
On May 16, 1996, an NASD arbitration panel awarded damages and costs
against DWR and one of its financial advisors in the amount of approximately
$1.1 million, including punitive damages, to three customers who alleged, among
other things, fraud and misrepresentation in connection with their individually
managed futures accounts (not commodity pools).
On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported
class actions were filed in the Superior Court of the State of California,
County of Los Angeles, on behalf of all purchasers of interests in limited
partnership commodity pools sold by DWR. Named defendants include DWR, Demeter,
Dean Witter Futures and Currency Management Inc., MSDW (all such parties
referred to hereafter as the "DEAN WITTER PARTIES"), certain limited partnership
commodity pools of which Demeter is the general partner, and certain trading
advisors to those pools. On June 16, 1997, the plaintiffs in the above actions
filed a consolidated amended complaint, alleging, among other things, that the
defendants committed fraud, deceit, negligent misrepresentation, various
violations of the California Corporations Code, intentional and negligent breach
of 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.
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Similar purported class actions were also filed on September 18 and 20,
1996 in the Supreme Court of the State of New York, New York County, and on
November 14, 1996 in the Superior Court of the State of Delaware, New Castle
County, against the Dean Witter Parties and certain trading advisors on behalf
of all purchasers of interests in various limited partnership commodity pools
sold by DWR. A consolidated and amended complaint in the action pending in the
Supreme Court of the State of New York was filed on August 13, 1997, alleging
that the defendants committed fraud, breach of fiduciary duty, and negligent
misrepresentation in the sale and operation of the various limited partnership
commodity pools. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without prejudice. The 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. The motion has been fully
briefed and argued and the Dean Witter Parties are awaiting the court's
decision. The complaints seek unspecified amounts of compensatory and punitive
damages and other relief. It is possible that additional similar actions may be
filed and that, in the course of these actions, other parties, including the
Partnerships, could be added as defendants. The Dean Witter Parties believe that
they have strong defenses to, and they will vigorously contest, the actions.
Although the ultimate outcome of legal proceedings cannot be predicted with
certainty, it is the opinion of management of the Dean Witter Parties that the
resolution of the actions will not have a material adverse effect on the
financial condition or the results of operations of any of the Dean Witter
Parties.
During the five years preceding the date of this Prospectus, 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 some of the more significant
provisions of the Limited Partnership Agreement of each Partnership. 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 the Partnership Act. 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 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 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 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.
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.
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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. 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,
which consent may not be unreasonably withheld. 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 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 transfer or assignment would not be in
violation of the Partnership Act 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
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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 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,
and 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.
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 attorneys or agents 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
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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 send you a report containing the financial and other information with
respect to each Partnership that the CFTC and NFA require, together with
information concerning any material change in the brokerage commissions or fees
payable by the Partnerships to any commodity broker. The General Partner will
also send you 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;
* there is 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 interests.
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 interests trading
through the Special Redemption Date. The General Partner will then determine
whether to reinstitute futures interests trading or to terminate the
Partnership.
In addition, subject to limits imposed under certain state guidelines
incorporated in the Limited Partnership Agreements, no increase in any of the
management, incentive, or brokerage fees payable by the Partnerships, or any of
the caps on fees, may take effect until the first business day following a
Redemption Date. In the event of such an increase:
* 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
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* 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
DWR is offering Units pursuant to a Selling Agreement with the Partnerships
and the General Partner. With the approval of the General Partner, DWR may
appoint certain agents to make offers and sales of the Units (collectively,
"ADDITIONAL SELLERS"). These Additional Sellers 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
certain provisions of the Conduct Rules of the NASD in making offers and sales
of Units.
DWR is offering the Units on a "best efforts" basis without any agreement
by DWR to purchase Units. The General Partner may in the future register
additional Units with the SEC. There is no maximum aggregate amount of funds
which may be contributed to 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 Advisor, DWR, the
General Partner, and any Additional Sellers in connection with the offer and
sale of Units. See "Fiduciary Responsibility" on page * .
CONTINUING OFFERING
DWR is offering Units of each Partnership for sale at Monthly Closings held
on the last day of each month at the Net Asset Value of a Unit of the
Partnership on that date. The Net Asset Value of a Unit of a Partnership is not
related to the performance of any other Partnership and depends on the
performance of its Trading Advisor. The Net Asset Value of a Unit may increase
or decrease substantially between the date you subscribe and the date as of
which your subscription is accepted by the General Partner. Consequently, you
may receive at a Monthly Closing more or fewer Units of a Partnership than you
would have received if the Units had been issued on the date of your
subscription. Additionally, even if the amount of your subscription is divided
equally among the Partnerships, the number of Units of each Partnership
purchased at a Monthly Closing will not be the same and may differ
significantly.
ESCROW ARRANGEMENTS
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 "ESCROW AGENT"), and invested in the
Escrow Agent's interest-bearing money market account. If the General Partner
accepts your subscription at the Monthly Closing, the Escrow Agent will pay your
subscription funds to the appropriate Partnership(s) and pay any interest earned
on those funds to DWR. DWR in turn will credit your DWR customer account with
the interest. If the General Partner rejects your subscription, the Escrow Agent
will promptly pay the rejected subscription funds and any interest earned to
DWR, and DWR will credit your DWR customer account with those amounts, and the
funds will be immediately available for investment or withdrawal. If you closed
your DWR customer account, any subscription returned and interest
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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 Partnership(s) in the case of accepted subscriptions or paid
to DWR 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 DWR EMPLOYEES AND ADDITIONAL SELLERS
In the case of Units purchased for cash, qualified employees of DWR have
the option to receive from DWR (payable solely from its own funds) a gross sales
credit equal to 4% of the Net Asset Value per Unit as of the 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 DWR 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 DWR may forego the initial sales credit of
4% of the Net Asset Value per Unit and immediately commence receiving a gross
sales credit of up to 71% of the brokerage fees received by DWR from the
Partnership each month that are attributable to outstanding Units sold by them.
However, employees of DWR that sell $500,000 or more of Units to any single
investor will not have an option, and will only be entitled to receive a gross
sales credit of up to 71% of the brokerage fees received by DWR from the
Partnership each month that are attributable to those outstanding Units,
commencing with the first month after the Units are issued.
In the case of Units purchased pursuant to a Series Exchange or Non-Series
Exchange, qualified employees of DWR will not receive the initial gross sales
credit of 4%. However, in the case of a Series Exchange or Non-Series Exchange,
DWR employees will receive a gross sales credit of up to 71% of the brokerage
fees received by DWR from the Partnership each month that are attributable to
such outstanding Units, as follows:
* in the case of a Series Exchange where the DWR employee elected to
receive the initial gross sales credit of 4% in connection with the
initial purchase of the Units redeemed, the DWR 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 Series Exchange where the DWR employee elected not to
receive the initial gross sales credit of 4% in connection with the
initial purchase of the Units redeemed, or in the case of a Non-Series
Exchange, the DWR employee will receive the monthly gross sales credit
commencing with the first month after the Units are issued.
In all cases, qualified DWR employees will receive continuing compensation
until the applicable Partnership terminates or 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 DWR 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 NFA in such capacity only after either having
passed the Series 3 or Series 31 examination or having been "grandfathered" as
an associated person qualified to do commodity brokerage under the CEAct and the
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 interests markets and the activities of the
Partnerships;
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* 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 DWR may be deemed to be underwriting
compensation. In addition, certain officers and directors of the General Partner
may receive compensation as employees of DWR based, in part, on the amount of
brokerage fees paid by the Partnerships to DWR. The Selling Agreement among DWR,
the General Partner and the Partnerships provides that such compensation may
only be paid by DWR as long as these services are provided. Any Limited Partner
may telephone, write or visit a financial advisor at the MSDW branch office to
avail himself of these services.
DWR may at any time implement cash sales incentive and/or promotional
programs for its employees who sell Units. These programs will provide for DWR,
and not any Partnership or the General Partner, to pay DWR'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 DWR from the initial
4% gross sales credit, the redemption charges received by DWR, and any sales
incentives will not exceed 10% of the proceeds of the sale of Units.
DWR may compensate any qualified Additional Seller for each Unit sold by it
by paying a selling commission, from DWR's own funds, as determined by DWR and
the Additional Seller, but not to exceed 4% of the Net Asset Value of the Unit
sold. Additional Sellers who are properly registered as futures commission
merchants or introducing brokers with the CFTC and are members of the NFA in
such capacity may also receive from DWR, payable from DWR's own funds,
continuing compensation for providing to Limited Partners the continuing
services described above. This additional compensation paid by DWR may be up to
35% of the brokerage fees generated by outstanding Units sold by Additional
Sellers and received by DWR as commodity broker for the Partnership (except for
affiliates of DWR, which will be compensated at the same rate as DWR).
Additional Sellers 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 NFA. Additional compensation paid by DWR 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-Series Exchange,
the $20,000 minimum subscription will be satisfied if the proceeds of the
redemption of the units redeemed would have equaled at least $20,000 as of the
last day of the month immediately preceding the Closing at which the Units are
purchased, irrespective of whether the actual proceeds from such redemption are
less than $20,000 when the units are redeemed. 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-Series Exchange, the proceeds from the redemption of
five units from commodity pools other than the Spectrum Series, or 500
units from one, or any combination, of the Spectrum Series.
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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-Series Exchange, the proceeds from the redemption of
one unit from commodity pools other than the Spectrum Series, or 100
units from one, or any combination of the Spectrum Series.
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 DWR a
Subscription Agreement which will authorize the General Partner and DWR to
transfer the full subscription amount from your DWR customer account to the
Partnerships' Escrow Account. If your Subscription Agreement is received by DWR
and not immediately rejected, you must have the appropriate amount in your DWR
customer account on the first business day following the date that your
Subscription Agreement is received by DWR. DWR 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 DWR customer account or an account with
an affiliate of DWR, or do not have sufficient funds in your existing DWR
customer account, you should make appropriate arrangements with your MSDW
financial advisor, or contact your local MSDW branch office. Do not mail any
payment to the General Partner, as it will be returned to you for proper
placement with the MSDW branch office where your account is maintained.
In the case of a Series Exchange or a Non-Series Exchange, you must
complete, sign, and deliver to your MSDW 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, DWR 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, DWR
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 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 MSDW 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 MSDW branch office. You will not receive any certificate evidencing Units,
but you will be sent confirmations of purchases in DWR's customary form.
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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 MSDW financial advisor and authorizing your
financial advisor to deduct the additional amount you want to invest from your
DWR 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
MSDW 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, 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 herein, the term "employee benefit plans" refers to plans and
accounts of various types, including their related trusts, which provide for the
accumulation of a portion of an individual's earnings or compensation, as well
as investment income earned thereon, typically free from federal income tax
until such time as funds are distributed from the plan. 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 ("IRAS"), described in Section 408 of the
Internal Revenue Code of 1986, as amended (the "CODE").
If the assets of an investing employee benefit plan were to be treated, for
purposes of the reporting and disclosure provisions and certain other of the
fiduciary responsibility provisions of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Code, as
including an undivided interest in each of the underlying assets of a
Partnership, an investment in Units would in general be an inappropriate
investment for the plan. A U.S. Department of Labor regulation (the
"REGULATION") defines "plan assets" in situations where employee benefit plans
purchase equity securities in investment entities such as a Partnership. The
Regulation provides that the assets of an entity will not be deemed to be "plan
assets" of an employee benefit plan which purchases an equity security of 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, as amended (the "1934 ACT") or sold to the plan as
part of a public offering of the securities pursuant to an effective
registration statement under the 1933 Act, where the security is then
timely registered under Section 12(b) or Section 12(g) of the 1934 Act.
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
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the Code 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, DWR, any Additional Seller, 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 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 Code and ERISA and the
regulations and administrative rulings thereunder and that the plan has been
adequately funded. Then, after all of the considerations discussed above have
been taken into account, the trustee or custodian of a plan who decides to or
who is instructed to do so may subscribe for Units in one or more of the
Partnerships, subject to the applicable minimum subscription requirement per
Partnership.
Acceptance of subscriptions on behalf of IRAs or other employee benefit
plans is in no respect a representation by the General Partner, DWR, any
Additional Seller, 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 summary is based upon the Code, rulings thereon, regulations
promulgated thereunder, and existing interpretations thereof, any of which could
be changed at any time and which changes could be retroactive. The federal
income tax summary and the state and local income tax summary 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 must consult their own tax
advisors on such matters.
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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 form 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 Partnership, 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. A Limited Partner must report and
pay tax on his share of Partnership income 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.
Organization and Syndication Expenses. None of the Partnerships nor any
Partner thereof will be entitled to any deduction for syndication expenses
(i.e., those amounts paid or incurred in connection with issuing and marketing
Units). There is a risk that some of the brokerage fees paid to DWR 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 difference between the amount received on the redemption and the
allocation account as of the date of redemption attributable to the redeemed
Units. Net recognized capital gain for each year is allocated next among all
Partners whose capital accounts are in excess of their Units' allocation
accounts to the extent of such excess in the ratio that each such Partner's
excess bears to all such Partners' excesses. Net recognized loss for each year
is allocated next among all Partners whose Units' allocation accounts are in
excess of their capital accounts to the extent of such excess in the ratio that
each such Partner's excess bears to all such Partners' excesses.
The special allocation of each Partnership's net gain or loss upon a
redemption of Units, which retains the same character as in the hands of each
Partnership, may alter the character of a redeeming Limited Partner's income (by
reducing the amount of long-term capital gain recognized upon receipt of
redemption proceeds) and may accelerate the recognition of income by such
Limited Partner.
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These allocation provisions are designed to reconcile tax allocations to
economic allocations. However, no assurance can be given that the Internal
Revenue Service will not challenge such allocations (including each
Partnership's tax allocations in respect of redeemed Units).
If the allocation provided by each Limited Partnership Agreement is not
recognized by the Internal Revenue Service for federal income tax purposes, the
amount of income or loss allocated to the Partners for federal income tax
purposes under such Limited Partnership Agreement may be increased or reduced or
the character of such income or loss may be modified.
CASH DISTRIBUTIONS AND REDEMPTIONS
Because of the special allocation of Partnership gain or loss upon a
redemption of Units, the amounts received upon the partial or complete
redemption of a Limited Partner's Units normally will not result in additional
taxable income or loss to the Limited Partner. However, distributions by a
Partnership and amounts received upon the partial or complete redemption of a
Limited Partner's Units will be taxable to the Limited Partners to the extent
cash distributions by a Partnership or amounts received upon redemption by a
Limited Partner exceed such Partner's adjusted tax basis in his Units. Such
excess will be taxable to him as though it were a gain from a sale of the Units.
A loss will be recognized upon a redemption of Units only if, following the
redemption of all of a Limited Partner's Units, such Partner has any tax basis
in his Units remaining. In such case, the Limited Partner will recognize loss to
the extent of such remaining basis. See "Redemptions." Generally, if a Limited
Partner is not a "dealer" with respect to his interest in the Partnership and he
has held his interest in the Partnership for more than one year, such gain or
loss would be long-term capital gain or loss.
GAIN OR LOSS ON TRADING ACTIVITY
Nature of Partnership Income. Each Partnership does not expect to hold its
futures interests 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 (i) regulated futures contracts ("RFCS"),
which are futures contracts traded on regulated U.S. and certain foreign
exchanges; (ii) foreign currency contracts that are traded in the interbank
market and relate to currencies for which positions are also traded through
RFCs; and (iii) U.S. and certain foreign exchange-traded options on commodities,
including options on RFCs, 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 that a portion
of their trading activities will be conducted in contracts that do not presently
qualify as Section 1256 contracts ("NON-SECTION 1256 CONTRACTS"), 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 RFCs.
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 RFCs and futures contracts traded on most foreign exchanges may
be treated as ordinary income or loss under Code Section 988. Each Partnership
has elected to treat these contracts as Section 1256 contracts (i.e., marked-
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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 Code 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 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: (i) any
amounts borrowed in connection with his acquisition of the Units for which he is
not personally liable and for which he
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has pledged no property other than his Units; (ii) any amounts borrowed from
persons who have a proprietary interest in the Partnership; and (iii) 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
interests trading businesses should not be subject to the 2% "floor" or the 3%
phaseout, except to the extent that the Internal Revenue Service promulgates
regulations that so provide. However, such advice is not binding on a court or
the Internal Revenue Service, and the Internal Revenue Service could assert, and
a court could agree, that such Partnership expenses (including incentive fees)
are investment expenses which are subject to these limitations.
Tax on Capital Gains and Losses. For individuals, trusts and estates,
"long-term capital gains" are currently taxed at a maximum marginal tax rate of
20%, and short-term capital gains and other income are taxed at a maximum
marginal tax rate of 39.6%. Corporate taxpayers are currently subject to a
maximum marginal tax rate of 35% on all capital gains and income.
The excess of capital losses over capital gains is deductible by an
individual against ordinary income on a one-for-one basis, subject to an annual
limitation of $3,000 ($1,500 in the case of married individuals filing a
separate return). Excess capital losses may be carried forward.
Net losses from Section 1256 contracts are treated as 60% long-term capital
loss and 40% short-term capital loss. Such losses may, at the individual
taxpayer's election, be carried back to each of the preceding three years and
applied against gains from Section 1256 contracts.
Alternative Minimum Tax. The alternative minimum tax for individuals is
imposed on "alternative minimum taxable income" ("AMTI") in excess of certain
exemption amounts. AMTI consists of taxable income determined with certain
adjustments and increased by the amount of items of tax preference. AMTI 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
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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 United
States trade or business or acting as a dealer in commodities should not be
deemed to be engaged in a United States 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 United States 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 United States
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 United States trade or business or
who act as dealers in commodities may be subject to United States 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 Code provides for optional adjustments to the basis of
Partnership property upon distributions of Partnership property to a Partner
(Section 734) and transfers of Units, including transfers by reason of death
(Section 743), provided that a Partnership election has been made pursuant to
Section 754. As a result of the complexities and added expense of the tax
accounting required to implement such an election, the General Partner does not
presently intend to make such an election. Therefore, any benefits which might
be available to the Partners by reason of such an election will be foreclosed.
Tax Returns and Information. The Partnerships will file their information
returns using the accrual method of accounting. Within 75 days after the close
of each Partnership's taxable year, the Partnership will furnish each Limited
Partner, and any assignee of the Unit of any Limited Partner, copies of (i) the
Partnership's Schedule K-1 indicating the Limited Partner's distributive share
of tax items and (ii) such additional information as is reasonably necessary to
permit the Limited Partners to prepare their own federal and state tax returns.
Partnership's 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 Code, provided that the Units purchased by such plans
and entities are not "debt-financed."
TAX AUDITS
All Partners are required under the Code to report all the Partnership
items on their own returns consistently with the treatment by a Partnership,
unless they file a statement with the Internal Revenue Service disclosing the
inconsistencies. Adjustments in tax liability with respect to Partnership items
will be made at the Partnership level. The General Partner will represent each
Partnership during any audit and in any dispute with the Internal Revenue
Service. Each Limited Partner will be informed by the General Partner of the
commencement of an audit of a
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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,
such as any of the Partnerships, 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 Code 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 Partnerships' transactions in Section 1256 contracts. Accordingly,
prospective Limited Partners should consult with their own tax advisers
concerning the applicability of state and local taxes to an investment in the
Partnerships.
The General Partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in such counsel's opinion, the Partnerships should not
be liable for New York City unincorporated business tax. Limited Partners who
are nonresidents of New York State will not be liable for New York State
personal income tax on such Partners' income from the Partnerships, but may be
liable for such tax to the extent such Limited Partners' allocable share of
income attributable to the Partnerships' transactions involves tangible personal
property. Likewise, Limited Partners who are nonresidents of New York City will
not be liable for New York City earnings tax on such Partners' income from the
Partnerships. New York City residents may be subject to New York City personal
income tax on such Partners' income from the Partnerships. No ruling from the
New York State Department of Taxation and Finance or the New York City
Department of Finance has been, or will be, requested regarding such matters.
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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 DWR in connection with the offering of Units. Cadwalader, Wickersham
& Taft may advise the General Partner with respect to its responsibilities as
general partner of, and with respect to matters relating to, the Partnerships.
EXPERTS
The statements of financial condition of Morgan Stanley Dean Witter Charter
Graham L.P., Morgan Stanley Dean Witter Charter Millburn L.P., and Morgan
Stanley Dean Witter Charter Welton L.P., as of January 31, 1999, and the
statements of financial condition of Demeter Management Corporation as of
November 30, 1998 and 1997 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 MSDW.
WHERE YOU CAN FIND MORE INFORMATION
The Partnerships filed registration statements (collectively, the
"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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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 January 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 statements of financial condition are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of financial
condition. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of financial condition presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of 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 January 31, 1999 in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
July 13, 1999
New York, New York
F-1
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MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
SEPTEMBER 30, JANUARY 31,
1999 1999
------------- -----------
$
(UNAUDITED) $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash...................................................... 16,149,113 20
Net unrealized gain on open contracts..................... 705,148 --
----------- -----
Total Trading Equity................................... 16,854,261 20
Subscriptions receivable.................................... 866,159 --
Interest receivable (DWR and Carr).......................... 60,067 --
----------- -----
Total Assets........................................... 17,780,487 20
----------- -----
----------- -----
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accrued brokerage fees (DWR).............................. 96,689 --
Redemptions payable....................................... 42,872 --
Accrued management fee.................................... 27,626 --
----------- -----
Total Liabilities...................................... 167,187 --
----------- -----
Partners' Capital
Limited Partners (1,752,093.538 and 1 Unit(s),
respectively)............................................. 17,405,946 10
General Partner (20,872.355 and 1 Unit(s),
respectively)............................................. 207,354 10
----------- -----
Total Partners' Capital................................... 17,613,300 20
----------- -----
Total Liabilities and Partners' Capital..................... 17,780,487 20
----------- -----
----------- -----
NET ASSET VALUE PER UNIT.................................... 9.93 10.00
----------- -----
----------- -----
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
SEPTEMBER 30, JANUARY 31,
1999 1999
------------- -----------
$
(UNAUDITED) $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash...................................................... 21,130,353 20
Net unrealized gain on open contracts..................... 123,450 --
----------- -----
Total Trading Equity................................... 21,253,803 20
Subscriptions receivable.................................... 1,625,967 --
Interest receivable (DWR and Carr).......................... 78,046 --
----------- -----
Total Assets........................................... 22,957,816 20
----------- -----
----------- -----
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accrued brokerage fees (DWR).............................. 123,283 --
Redemptions payable....................................... 94,301 --
Accrued management fee.................................... 35,224 --
----------- -----
Total Liabilities...................................... 252,808 --
----------- -----
Partners' Capital
Limited Partners (2,176,779.228 and 1 Unit(s),
respectively)............................................. 22,456,683 10
General Partner (24,070.719 and 1 Unit(s),
respectively)............................................. 248,325 10
----------- -----
Total Partners' Capital................................... 22,705,008 20
----------- -----
Total Liabilities and Partners' Capital..................... 22,957,816 20
----------- -----
----------- -----
NET ASSET VALUE PER UNIT.................................... 10.32 10.00
----------- -----
----------- -----
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
SEPTEMBER 30, JANUARY 31,
1999 1999
------------- -----------
$
(UNAUDITED) $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash...................................................... 18,116,662 20
Net unrealized gain on open contracts..................... 470,344 --
Net option premiums....................................... (215,869) --
----------- -----
Total Trading Equity................................... 18,371,137 20
Subscriptions receivable.................................... 906,618 --
Interest receivable (DWR and Carr).......................... 68,320 --
----------- -----
Total Assets........................................... 19,346,075 20
----------- -----
----------- -----
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable....................................... 128,135 --
Accrued brokerage fees (DWR).............................. 109,254 --
Accrued management fee.................................... 31,215 --
----------- -----
Total Liabilities...................................... 268,604 --
----------- -----
Partners' Capital
Limited Partners (2,258,382.769 and 1 Unit(s),
respectively)............................................. 18,870,374 10
General Partner (24,785.101 and 1 Unit(s),
respectively)............................................. 207,097 10
----------- -----
Total Partners' Capital................................... 19,077,471 20
----------- -----
Total Liabilities and Partners' Capital..................... 19,346,075 20
----------- -----
----------- -----
NET ASSET VALUE PER UNIT.................................... 8.36 10.00
----------- -----
----------- -----
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
REVENUES
Trading profit:
Realized........................................................... 227,946
Net change in unrealized........................................... 705,148
---------
Total Trading Results............................................ 933,094
Interest income (DWR and Carr)........................................ 231,755
---------
Total Revenues................................................... 1,164,849
---------
EXPENSES
Brokerage fees (DWR).................................................. 411,520
Management fee........................................................ 117,577
---------
Total Expenses................................................... 529,097
---------
NET INCOME.............................................................. 635,752
---------
---------
NET INCOME ALLOCATION
Limited Partners...................................................... 628,398
General Partner....................................................... 7,354
NET LOSS PER UNIT
Limited Partners...................................................... (.07)
General Partner....................................................... (.07)
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
REVENUES
Trading profit:
Realized........................................................... 661,065
Net change in unrealized........................................... 123,450
---------
Total Trading Results............................................ 784,515
Interest income (DWR and Carr)........................................ 294,657
---------
Total Revenues................................................... 1,079,172
---------
EXPENSES
Brokerage fees (DWR).................................................. 528,810
Management fee........................................................ 151,089
Incentive fees........................................................ 103,350
---------
Total Expenses................................................... 783,249
---------
NET INCOME.............................................................. 295,923
---------
---------
NET INCOME ALLOCATION
Limited Partners...................................................... 292,598
General Partner....................................................... 3,325
NET INCOME PER UNIT
Limited Partners...................................................... .32
General Partner....................................................... .32
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
REVENUES
Trading profit (loss):
Realized........................................................... (2,096,441)
Net change in unrealized........................................... 470,344
-----------
Total Trading Results............................................ (1,626,097)
Interest income (DWR and Carr)........................................ 289,356
-----------
Total Revenues................................................... (1,336,741)
-----------
EXPENSES
Brokerage fees (DWR).................................................. 512,045
Management fee........................................................ 146,299
-----------
Total Expenses................................................... 658,344
-----------
NET LOSS................................................................ (1,995,085)
-----------
-----------
NET LOSS ALLOCATION
Limited Partners...................................................... (1,972,182)
General Partner....................................................... (22,903)
NET LOSS PER UNIT
Limited Partners...................................................... (1.64)
General Partner....................................................... (1.64)
</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 September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST 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............... 1,345,887.011 12,564,328 140,000 12,704,328
Net Income...................... -- 628,398 7,354 635,752
Redemptions..................... (9,234.782) (89,916) -- (89,916)
------------- ----------- -------- -----------
Partners' Capital
September 30, 1999............ 1,772,965.893 $17,405,946 $207,354 $17,613,300
------------- ----------- -------- -----------
------------- ----------- -------- -----------
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............... 1,732,224.466 17,541,969 185,000 17,726,969
Net Income...................... -- 292,598 3,325 295,923
Redemptions..................... (14,862.814) (152,767) -- (152,767)
------------- ----------- -------- -----------
Partners' Capital
September 30, 1999............ 2,200,849.947 $22,456,683 $248,325 $22,705,008
------------- ----------- -------- -----------
------------- ----------- -------- -----------
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............... 1,726,658.495 15,311,038 160,000 15,471,038
Net Loss........................ -- (1,972,182) (22,903) (1,995,085)
Redemptions..................... (23,635.677) (199,932) -- (199,932)
------------- ----------- -------- -----------
Partners' Capital
September 30, 1999............ 2,283,167.870 $18,870,374 $207,097 $19,077,471
------------- ----------- -------- -----------
------------- ----------- -------- -----------
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................................... 635,752
Noncash item included in net income:
Net change in unrealized............................................ (705,148)
Increase in operating assets:
Interest receivable (DWR and Carr).................................. (60,067)
Increase in operating liabilities:
Accrued brokerage fees (DWR)........................................ 96,689
Accrued management fee.............................................. 27,626
-----------
Net cash used for operating activities................................... (5,148)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering....................................................... 4,363,136
Offering of Units...................................................... 12,704,328
Increase in subscriptions receivable................................... (866,159)
Increase in redemptions payable........................................ 42,872
Redemptions of Units................................................... (89,916)
-----------
Net cash provided by financing activities................................ 16,154,261
-----------
Net increase in cash..................................................... 16,149,113
Balance at beginning of period........................................... --
-----------
Balance at end of period................................................. 16,149,113
-----------
-----------
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................................... 295,923
Noncash item included in net income:
Net change in unrealized............................................ (123,450)
Increase in operating assets:
Interest receivable (DWR and Carr).................................. (78,046)
Increase in operating liabilities:
Accrued brokerage fee (DWR)......................................... 123,283
Accrued management fee.............................................. 35,224
-----------
Net cash provided by operating activities................................ 252,934
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering....................................................... 4,834,883
Offering of units...................................................... 17,726,969
Increase in subscriptions receivable................................... (1,625,967)
Increase in redemptions payable........................................ 94,301
Redemptions of units................................................... (152,767)
-----------
Net cash provided by financing activities................................ 20,877,419
-----------
Net increase in cash..................................................... 21,130,353
Balance at beginning of period........................................... --
-----------
Balance at end of period................................................. 21,130,353
-----------
-----------
</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
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MARCH 1, 1999
(COMMENCEMENT OF
OPERATIONS) TO
SEPTEMBER 30, 1999
-------------------
$
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................................................. (1,995,085)
Noncash item included in net loss:
Net change in unrealized............................................ (470,344)
(Increase) decrease in operating assets:
Net option premiums................................................. 215,869
Interest receivable (DWR and Carr).................................. (68,320)
Increase in operating liabilities:
Accrued brokerage fee (DWR)......................................... 109,254
Accrued management fee.............................................. 31,215
-----------
Net cash used for operating activities................................... 2,177,411
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering....................................................... 5,801,450
Offering of units...................................................... 15,471,038
Increase in subscriptions receivable................................... (906,618)
Increase in redemptions payable........................................ 128,135
Redemptions of units................................................... (199,932)
-----------
Net cash provided by financing activities................................ 20,294,073
-----------
Net increase in cash..................................................... 18,116,662
Balance at beginning of period........................................... --
-----------
Balance at end of period................................................. 18,116,662
-----------
-----------
</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
(THE INFORMATION RELATING TO THE PERIOD MARCH 1, 1999 TO SEPTEMBER 30, 1999 IS
UNAUDITED)
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 under the Delaware Revised Uniform Limited Partnership
Act on July 15, 1998 to engage in the speculative trading of futures and forward
contracts, options on futures contracts and on physical commodities and other
commodity interests, including foreign currencies, financial instruments,
metals, energy and agricultural products (collectively, "futures interests").
The initial capital contributed is the capital contribution of $10 to each
Partnership by Demeter Management Corporation, the general partner of the
Partnerships (the "General Partner"), and $10 to each Partnership by Mark J.
Hawley, Chairman of the Board of the General Partner and Executive Vice
President of Dean Witter Reynolds Inc. ("DWR"), an affiliate of the General
Partner, as initial Limited Partner to each Partnership, to permit the filing of
Certificates of Limited Partnership under the Delaware Revised Uniform Limited
Partnership Act for each Partnership.
Units in each Partnership will be sold at Monthly Closings at a price equal
to 100% of the Net Asset Value per Unit (as described in the Partnerships'
Prospectus). If it appears that subscriptions will be received in excess of the
Units available for sale, the General Partner may register additional Units for
sale.
The Partnerships' cash is on deposit with DWR, an affiliate of the General
Partner, in futures interest trading account. At each Monthly Closing (as
described in the Prospectus), the General Partner will contribute, in $1,000
increments to each Partnership, the additional amount in cash that is necessary
for it at all times to own, for its account. Units of General Partnership
Interest at least equal to the greater of $25,000 or 1% of aggregate capital
contributions. The General Partner and each Limited Partner will share in the
profits and losses of the Partnerships in proportion to the amount of
Partnership interest owned by each.
The general partner is Demeter Management Corporation ("Demeter"). The
non-clearing commodity broker is 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.
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by the General Partner and the
Limited Partners based upon their proportional ownership interests.
USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION -- Futures interests are open commitments until
settlement date. They are valued at market and the resulting unrealized gains
and losses are reflected in income. 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 issued during such month. In addition, DWR in turn credits the
Partnership with 100% of the interest income received from Carr. Carr also
credits DWR with the interest income earned in respect to the Partnership's Net
Assets maintained in trading accounts at Carr.
F-12
<PAGE>
For purposes of such interest payments, Net Assets do not include monies
due to the Partnership on forward contracts and other futures interests, but not
actually received.
NET INCOME (LOSS) PER UNIT -- Net income (loss) per Unit 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" consists of cash on deposit at
DWR and Carr to be used as margin for trading and the net asset or liability
related to unrealized gains or losses on open contracts.
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 fee covers 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 (See Note 4). 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 on 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 a 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. Any
redemption charges will be paid to DWR.
EXCHANGES -- On the last day of the first month which occurs more than six
months after a person first becomes a Limited Partner in a Partnership, and the
end of each month thereafter, Limited Partners may transfer their investment
among the Morgan Stanley Dean Witter Charter Series (subject to certain
restrictions outlined in the Limited Partnership Agreement) 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. ORGANIZATION AND OFFERING EXPENSES
The Partnerships are not liable for any organizational and offering
expenses in connection with the issuance and distribution of the Units. DWR has
agreed to pay the organizational expenses of the Partnerships and the expenses
of offering the Units to the public.
The proceeds from the subscription of Units will be held in escrow and
invested in an interest-bearing money market account. The pro-rata share of
interest earned on accepted or rejected subscription funds while such funds are
held in escrow will be credited to subscribers' customer accounts with DWR.
F-13
<PAGE>
3. RELATED PARTY TRANSACTIONS
Each Partnership pays a brokerage fee to DWR for trades executed on its
behalf as described in Note 1. Each Partnership's cash is on deposit with DWR
and Carr in future interests trading accounts to meet margin requirements as
needed. DWR pays interest on these funds as described in Note 1.
4. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains a commodity trading advisor
to make all trading decisions for the Partnerships. The trading advisor for each
Partnership is 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
Compensation to the trading advisors by the Partnerships consist of
management fees and incentive fees as follows:
MANAGEMENT FEE -- Each Partnership pays its Trading Advisor a flat-rate
monthly fee of 1/12 of 2% of the Net Assets managed by the Trading Advisor on
the first day of each month (a 2% annual rate).
INCENTIVE FEE -- Each Partnership pays its Trading Advisor a monthly
incentive fee equal to 20% of "Trading Profits" as defined in each Partnership's
Prospectus as of the end of each calendar month. If the Trading Advisor has
experienced losses with respect to Net Assets at the end of any calendar month,
the Trading Advisor must earn back such losses before the Trading Advisor is
eligible for an incentive fee.
5. FINANCIAL INSTRUMENTS
The Partnerships trade futures and forward contracts, options on futures
contracts and or physical commodities and other commodities 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 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. Each Partnership has elected to adopt the provisions of SFAS No.
133 beginning with the quarter ended March 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
Partnerships' financial statements.
The net unrealized gain on open contracts is reported as a component of
"Equity in futures interests trading accounts" on the Statement of Financial
Condition and totaled at September 30, 1999, $705,148 for Charter Graham,
$123,450 Charter Millburn and $470,344 for Charter Welton.
For Charter Graham, of the $705,148 net unrealized gain on open contracts
at September 30, 1999, $275,460 related to exchange-traded futures contracts and
$429,688 related to off-exchange-traded forward currency contracts.
F-14
<PAGE>
For Charter Millburn, of the $123,450 net unrealized gain on open contracts
at September 30, 1999, $513,266 related to exchange-traded futures contracts and
$(389,816) related to off-exchange-traded forward currency contracts.
For Charter Welton, the entire $470,344 net unrealized gain on open
contracts at September 30, 1999 related to exchange-traded futures contracts.
Exchange-traded futures contracts and off-exchange-traded forward currency
contracts held by the Partnerships at September 30, 1999 mature as follows:
<TABLE>
<S> <C>
CHARTER GRAHAM
Exchange-Traded Contracts March 2001
Off-Exchange-Traded Forward Currency Contracts December 1999
CHARTER MILLBURN
Exchange-Traded Contracts March 2000
Off-Exchange-Traded Forward Currency Contracts December 1999
CHARTER WELTON
Exchange-Traded Contracts March 2000
</TABLE>
The Partnerships are subject to the credit risk associated with counterparty
non-performance. The credit risk associated with the instruments in which the
Partnerships are involved is limited to the amounts reflected in the
Partnerships' Statements of Financial Condition. 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. DWR and Carr, as a futures commission merchants for
all of the Partnerships' 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 open futures and futures-styled
options contracts, which funds, in the aggregate, totaled at September 30, 1999
$16,424,573 for Charter Graham, $21,643,619 for Charter Millburn and $18,587,026
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 of such contracts, to perform. 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).
F-15
<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 (a wholly-owned subsidiary of Morgan Stanley, Dean
Witter, Discover & Co.) (the "Company") as of November 30, 1998 and 1997. These
statements of financial condition are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statements of
financial condition based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of financial condition is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of financial condition.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
financial condition presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of Demeter Management Corporation at
November 30, 1998 and 1997 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
January 11, 1999
New York, New York
September 24, 1999, as to Note 6)
F-16
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO. ("MSDW"))
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
NOVEMBER 30,
AUGUST 31, -----------------------------
1999 1998 1997
ASSETS ------------ ------------ ------------
(UNAUDITED)
$ $ $
<S> <C> <C> <C>
Investments in affiliated partnerships (Note 18,403,043 16,959,248 22,016,069
2)
Income taxes receivable 482,302 708,505 429,885
Receivable from affiliated partnership 19,543 25,716 968
------------ ------------ ------------
Total Assets 18,904,888 17,693,469 22,446,922
------------ ------------ ------------
------------ ------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to MSDW (Note 3) 12,739,005 11,648,971 17,995,100
Accrued expenses 36,765 62,198 34,072
------------ ------------ ------------
Total Liabilities 12,775,770 11,711,169 18,029,172
------------ ------------ ------------
STOCKHOLDER'S EQUITY:
Common stock, no par value:
Authorized 1,000 shares; Issued and
outstanding 100 shares at stated value of
$500 per share 50,000 50,000 50,000
Additional paid-in capital 123,170,000 111,170,000 111,170,000
Retained earnings 5,979,118 5,832,300 4,267,750
------------ ------------ ------------
129,199,118 117,052,300 115,487,750
Less: Notes receivable from MSDW (Note 4) (123,070,000) (111,070,000) (111,070,000)
------------ ------------ ------------
Total Stockholder's Equity 6,129,118 5,982,300 4,417,750
------------ ------------ ------------
Total Liabilities and Stockholder's Equity 18,904,888 17,693,469 22,446,922
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-17
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION
(THE INFORMATION RELATED TO 1999 IS UNAUDITED.)
1. BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES
Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW").
On May 31, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") was merged with
and into Dean Witter, Discover & Co. ("DWD"). At that time, DWD changed its
corporate name to Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
Effective February 19, 1998, MSDWD changed its corporate name to Morgan Stanley
Dean Witter & Co. Prior to the merger, DWD's fiscal year ended on December 31.
Subsequent to the merger, MSDW and Demeter adopted a fiscal year end of November
30.
Demeter manages the following commodity pools as their sole general partner:
Dean Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P.
(formerly, Dean Witter Principal Guaranteed Fund L.P.), Dean Witter Principal
Plus Fund L.P., Dean Witter Principal Plus Fund Management L.P., Dean Witter
Portfolio Strategy Fund L.P. (formerly, Dean Witter Principal Secured Futures
Fund L.P.) ("DWPSF"), Dean Witter Global Perspective Portfolio L.P., Dean Witter
World Currency Fund L.P., Dean Witter Institutional Account II L.P. ("DWIA II"),
DWFCM International Access Fund L.P., Dean Witter Anchor Institutional Balanced
Portfolio Account L.P. ("Anchor"), 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 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 Tangible Asset Fund L.P. ("MSTAF"),
Morgan Stanley Dean Witter/Market Street Futures Fund L.P. ("MKTST"), 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").
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.
Demeter reopened DWPSF for additional investment and on May 12, 1997, DWPSF
registered with the SEC 50,000 units which were offered to investors in a public
offering.
On July 31, 1997, Demeter entered into a limited partnership agreement as
general partner in MSTAF. On November 4, 1997, MSTAF registered with the SEC
5,000,000 units 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.
On September 18, 1997, Demeter ceased trading activities in Anchor and
subsequently distributed its net assets.
In January of 1998, Demeter entered into a limited partnership agreement as
general partner in MKTST, which offers units to investors in a continuing
private offering. MKTST began trading on October 1, 1998.
F-18
<PAGE>
On April 20, 1998, Dean Witter Spectrum Balanced L.P. changed its name to 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, 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 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 for a limited time in a public offering.
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. and DWR/JWH Futures Fund L.P. changed its name to Morgan
Stanley Dean Witter/JWH Futures Fund L.P.
On April 6, 1999, Dean Witter Spectrum Global Balanced L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Global Balanced L.P., Dean Witter Spectrum
Select L.P. changed its name to Morgan Stanley Dean Witter Spectrum Select L.P,
Dean Witter Spectrum Strategic L.P. changed its name to Morgan Stanley Dean
Witter Spectrum Strategic L.P. and Dean Witter Spectrum Technical L.P. changed
its name to Morgan Stanley Dean Witter Spectrum Technical L.P.
INCOME TAXES--The results of operations of Demeter are included in the
consolidated federal income tax return of MSDW, computed on a separate company
basis and due to MSDW.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. INVESTMENTS IN AFFILIATED PARTNERSHIPS
The limited partnership agreement of each commodity pool requires Demeter to
maintain a general partnership interest in each partnership, generally in an
amount equal to, but not less than 1 percent of the aggregate capital
contributed to the partnership by all partners.
F-19
<PAGE>
The total assets, liabilities and partners' capital of all the funds managed by
Demeter at August 31, 1999, and November 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
AUGUST 31, 1999
(UNAUDITED) 1998 1997
----------------- -------------- --------------
<S> <C> <C> <C>
$ $ $
Total assets........................ 1,419,112,993 1,316,093,947 1,195,307,516
Total liabilities................... 20,595,220 21,644,069 19,346,113
Total partners' capital............. 1,398,517,773 1,294,449,878 1,175,961,403
</TABLE>
Demeter's investments in the above limited partnerships are carried at market
value with changes in such market value reflected currently in operations.
3. PAYABLE TO MSDW
The payable to MSDW is primarily for amounts due for the purchase of partnership
investments, income tax payments made by MSDW on behalf of Demeter and the
cumulative results of operations.
4. NET WORTH REQUIREMENT
At August 31, 1999, Demeter held non-interest bearing notes from MSDW that were
payable on demand in the amount of $123,070,000. At November 30, 1998 and 1997,
Demeter held non-interest bearing notes from MSDW that were payable on demand in
the amount of $111,070,000. These notes were received in connection with
additional capital contributions.
The limited partnership agreement of each commodity pool requires Demeter to
maintain its net worth at an amount not less than 10% of the capital
contributions by all partners in each pool in which Demeter is the general
partner (15% if the capital contributions to any partnership are less than
$2,500,000, or $250,000, whichever is less).
In calculating this requirement, Demeter's interests in each limited partnership
and any amounts receivable from or payable to such partnerships are excluded
from net worth. Notes receivable from MSDW are included in net worth for
purposes of this calculation.
5. LEGAL MATTERS
On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR, an affiliate of Demeter. Named defendants include
DWR, Demeter, Dean Witter Futures and Currency Management Inc., MSDW (all such
parties referred to hereafter as the "Dean Witter Parties"), certain other
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. Similar purported class
actions were also filed on September 18 and 20, 1996 in the Supreme Court of the
State of New York, New York County, and on November 14, 1996 in the Superior
Court of the State of Delaware, New Castle County, against the Dean Witter
Parties and certain trading advisors on behalf of all purchasers of interests in
various limited partnership commodity pools sold by DWR. A consolidated and
amended complaint in the action pending in the Supreme Court of the State of New
York was filed on August 13, 1997, alleging that the defendants committed fraud,
breach of fiduciary duty, and negligent misrepresentation in the sale and
operation of the various limited partnership commodity pools.
F-20
<PAGE>
On December 16, 1997, upon motion of the plaintiffs, the action pending in the
Superior Court of the State of Delaware was voluntarily dismissed without
prejudice. The 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 have filed a motion to dismiss the
amended complaint with prejudice on February 1, 1999. The complaints seek
unspecified amounts of compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that, in the course of
these actions, other parties could be added as defendants. The Dean Witter
Parties believe that they have strong defenses to, and they will vigorously
contest, the actions. On April 12, 1999 the defendants also filed a motion in
the California action to oppose certification by the court of the class in the
California litigation. Although the ultimate outcome of legal proceedings cannot
be predicted with certainty, it is the opinion of management of the Dean Witter
Parties that the resolution of the actions will not have a material adverse
effect on the financial condition or the results of operations of any of the
Dean Witter Parties.
6. SUBSEQUENT EVENTS
On September 24, 1999 the Supreme Court in the State of California, in the case
referred to in Note 5 above, entered an order dismissing the consolidated
complaint without prejudice on consent.
F-21
<PAGE>
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
MORGAN STANLEY DEAN WITTER CHARTER SERIES
<TABLE>
<CAPTION>
TOTAL UNITS OF
LIMITED PARTNERSHIP
INTEREST OFFERED
-------------------
<S> <C>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P. 7,238,671.680
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P. 6,808,357.958
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P. 6,717,981.554
</TABLE>
THESE ARE SPECULATIVE, LEVERAGED INVESTMENTS THAT INVOLVE THE RISK OF LOSS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
SEE "RISK FACTORS" BEGINNING AT PAGE * IN PART ONE OF THIS DISCLOSURE DOCUMENT
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE
DOCUMENT AND A STATEMENT OF ADDITIONAL
INFORMATION. THESE PARTS ARE BOUND
TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
MORGAN STANLEY DEAN WITTER
DEAN WITTER REYNOLDS INC.
------------------------
*
<PAGE>
TABLE OF CONTENTS
PAGE
<TABLE>
<S> <C>
The Futures, Options, and Forwards Markets................................. II-1
Futures Contracts........................................................ II-1
Options on Futures....................................................... II-1
Forward Contracts........................................................ II-2
Hedgers and Speculators.................................................. II-2
Futures Exchanges........................................................ II-3
Speculative Position Limits.............................................. II-3
Daily Limits............................................................. II-3
Regulations.............................................................. II-4
Margins.................................................................. II-5
Potential Advantages....................................................... II-5
Investment Diversification............................................... II-6
Correlation to Traditional Investments................................... II-9
Professional Management.................................................. II-13
The Trading Advisor Selection Process.................................... II-13
Futures Interests Traded................................................. II-14
Exchange Privilege....................................................... II-15
Diversified Professional Trading Management.............................. II-16
Limited Liability........................................................ II-16
Interest Income.......................................................... II-16
Administrative Convenience............................................... II-16
Supplemental Performance Information....................................... II-23
Exhibit A--Form of Limited Partnership Agreement........................... A-1
Annex--Request for Redemption............................................ A-25
Exhibit B--Specimen Form of Subscription and Exchange Agreement and Power
of Attorney.............................................................. B-1
Exhibit C--Subscription Agreement Update Form.............................. C-1
</TABLE>
<PAGE>
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 goods * currencies * metals
* industrial goods * financial instruments * energy
</TABLE>
The market in futures interests has undergone dramatic changes in the past
25 years. According to statistics provided by the Futures Industry Association,
in 1974 and 1997 activity in futures markets was divided as follows:
<TABLE>
<CAPTION>
IN 1974 1997
--------- ---------
<S> <C> <C> <C>
% %
Agricultural Products 82 Interest Rates 58
Metals 15 Agricultural Products 12
Currencies 2 Stock Indices 10
Lumber and Energy Products 1 Metals 8
Currencies 6
Energy Products 6
</TABLE>
By December 31, 1998, over $ * billion was invested in managed futures
interests.
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 1999 wheat on a commodity
exchange, we may fulfill the contract at any time prior to the December 1999
delivery date by purchasing one contract of December 1999 wheat on the same
exchange.
The difference between the price at which the futures contract is sold or
purchased and the price paid for the offsetting purchase or sale, after
allowance for brokerage commissions, constitutes the profit or loss to the
trader. Certain futures contracts, such as those for stock or other financial or
economic indices approved by the CFTC or Eurodollar contracts, settle in cash
(irrespective of whether any attempt is made to offset such contracts) rather
than 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.
II-1
<PAGE>
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 interests contracts are
"hedgers" and "speculators." Commercial interests, including farmers, that
market or process commodities, and financial institutions that market or deal in
commodities including 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
interests contracts. Speculators rarely take delivery of commodities, but rather
close out their positions by entering into offsetting purchases
II-2
<PAGE>
or sales of futures interests contracts. Since the speculator may take either a
long or short position in the commodities markets, it is possible for him to
make profits or incur losses regardless of whether prices go up or down. 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 United States 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 United States has an associated
"clearinghouse." Once trades between members of an exchange have been confirmed,
the clearinghouse becomes substituted for each buyer and each seller of
contracts traded on the exchange and, in effect, becomes the other party to each
trader's open position in the market. Thereafter, each party to a trade looks
only to the clearinghouse for performance. The clearinghouse generally
establishes some sort of security or guarantee fund to which all clearing
members of the exchange must contribute; this fund acts as an emergency buffer
that enables the clearinghouse 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 United
States counterparts. In contrast to United States exchanges, certain foreign
exchanges are "principals' markets," where trades remain the liability of the
traders involved, and the exchange does not become substituted for any party.
SEE "REGULATIONS" BELOW AND "RISK FACTORS--RISKS RELATING TO FUTURES INTERESTS
TRADING AND THE FUTURES INTERESTS MARKETS--TRADING ON FOREIGN EXCHANGES PRESENTS
GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON DOMESTIC 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 interests contracts. Among the purposes of speculative position limits
is to prevent a "corner" on a market or undue influence on prices by any single
trader or group of traders. The CFTC has jurisdiction to establish position
limits with respect to all commodities and has established position limits for
all agricultural commodities. In addition, the CFTC requires each United States
exchange to submit position limits for all commodities traded on such exchange
for approval by the CFTC. 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--RISKS
RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS--THE
PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION LIMITS."
DAILY LIMITS
Most United States futures exchanges (but generally not foreign exchanges
or banks or dealers in the case of forward contracts) limit the amount of
fluctuation in futures interests contract prices during a single trading day by
regulation. These regulations specify what are referred to as "daily
II-3
<PAGE>
price fluctuation limits" or more commonly "daily limits." The daily limits
establish the maximum amount that the price of a futures interests contract may
vary either up or down from the previous day's settlement price. Once the daily
limit has been reached in a particular futures interest, no trades may be made
at a price beyond the limit. SEE "RISK FACTORS--RISKS RELATING TO FUTURES
INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS--THE PARTNERSHIPS' FUTURES
INTERESTS TRADING MAY BE ILLIQUID."
REGULATIONS
Futures exchanges in the U.S. are subject to regulation under the CEAct 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
CEAct or regulations thereunder and in certain other circumstances. Suspension,
restriction or termination of the General Partner's registration as a commodity
pool operator would prevent it, until such time (if any) as such registration
were to be reinstated, from managing, and might result in the termination of,
the Partnerships. The CEAct gives the CFTC similar authority with respect to the
activities of commodity trading advisors, such as the Trading Advisors. If the
registration of a Trading Advisor as a commodity trading advisor were to be
terminated, restricted or suspended, the Trading Advisor would be unable, until
such time (if any) as such registration were to be reinstated, to render trading
advice to the relevant Partnership. The Partnerships themselves are not
registered with the CFTC in any capacity.
The CEAct requires all "futures commission merchants," such as DWR and CFI,
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 CEAct 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 CEAct. You may
also be able to maintain a private right of action for certain violations of the
CEAct. The CFTC has adopted rules implementing the reparation provisions of the
CEAct which provide that any person may file a complaint for a reparations award
with the CFTC for violation of the CEAct against a floor broker, futures
commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, and their respective associated persons.
Pursuant to authority in the CEAct, the NFA has been formed and registered
with the CFTC as a "registered futures association." At the present time, the
NFA is the only non-exchange self-regulatory organization for commodities
professionals. NFA members are subject to NFA standards relating to fair trade
practices, financial condition, and consumer protection. As the self-regulatory
body of the commodities industry, the NFA promulgates rules governing the
conduct of commodity professionals and disciplines those professionals who do
not comply with such standards. The CFTC has delegated to the NFA responsibility
for the registration of commodity trading advisors, commodity pool operators,
futures commission merchants, introducing brokers and their respective
associated persons and floor brokers. DWR, the General Partner, CFI, and the
Trading Advisors are all members of the NFA (the Partnerships themselves are not
required to become members of the NFA).
II-4
<PAGE>
The CFTC has no authority to regulate trading on foreign commodity
exchanges and markets. SEE "RISK FACTORS--RISKS RELATING TO FUTURES INTERESTS
TRADING AND THE FUTURES INTERESTS MARKETS--TRADING ON FOREIGN EXCHANGES PRESENTS
GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON DOMESTIC 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 interests contracts he purchases or sells.
Futures interests contracts are customarily bought and sold on margins that
represent a very small percentage (ranging upward from less than 2%) of the
purchase price of the underlying commodity being traded. Because of such low
margins, price fluctuations occurring in the futures markets may create profits
and losses that are greater, in relation to the amount invested, than are
customary in other forms of investment or speculation. The minimum amount of
margin required in connection with a particular futures interests contract is
set by the exchange on which such contract is traded, and may be modified from
time to time by the exchange during the term of the contract. SEE "RISK
FACTORS--RISKS RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS
MARKETS--THE PARTNERSHIPS' FUTURES INTERESTS TRADING IS HIGHLY LEVERAGED."
Brokerage firms, such as DWR and CFI, carrying accounts for traders in
futures interests contracts may not accept lower, and generally require higher,
amounts of margin as a matter of policy in order to afford further protection
for themselves. DWR and CFI presently intend to require each Partnership to make
margin deposits equal to the exchange minimum levels for all futures interests
contracts.
Trading in the currency forward contract market does not require margin,
but generally does require the extension of credit by a bank or dealer to those
with whom the bank or dealer trades. Since each Partnership's trading will be
conducted through CFI, each Partnership will be able to take advantage of CFI's
credit lines with several participants in the interbank market. CFI will require
margin with respect to a Partnership's trading of currency forward contracts.
Margin requirements are computed each day by a trader's commodity broker.
When the market value of a particular open futures interests contract position
changes to a point where the margin on deposit does not satisfy maintenance
margin requirements, a margin call is made by the commodity broker. If the
margin call is 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. MSDW, a global leader in financial management, has
developed the Charter Series 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 DWR 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.
II-5
<PAGE>
SEE "RISK FACTORS." Taking the risks into consideration, this investment does
offer the following potential advantages.
INVESTMENT DIVERSIFICATION
If you are not prepared to make a significant investment or spend
substantial time trading various futures interests, 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 ("MPT") is the
academic affirmation of the value of diversification. MPT was developed in the
1950s by Nobel Laureates William Sharpe and Harold Markowitz. These two pioneers
developed a framework for efficiently diversifying assets within a portfolio.
They suggested that investing in any asset class with positive returns and low
correlation to other assets improves the overall risk/reward characteristics of
the entire portfolio. In 1983, Dr. John H. Lintner of Harvard University focused
on the concepts of MPT in a study about portfolio diversification. The results
of Lintner's work demonstrated that by including a variety of assets, such as
commodities, in a hypothetical portfolio, an investor may lower the portfolio's
overall volatility or risk. In 1996, Dr. Thomas Schneeweis of the University of
Massachusetts at Amherst completed a study titled "The Benefits of Managed
Futures," which furthers Lintner's original premise that a managed futures
component can benefit an overall portfolio.
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 interests 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 interests contract; consequently, for any gain
achieved by one party on a contract, a corresponding loss is suffered.
Therefore, due to the nature of futures and forward trading, only 50% of futures
and forward contracts held by all market participants can experience gain at any
one time. 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 MSDW 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.
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
II-6
<PAGE>
part of a well-balanced and fully diversified portfolio, managed futures can
offer significant benefits.
[chart]
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 MANAGED
STOCKS BROTHERS BONDS (SALOMON STOCKS STOCKS FUTURES FUTURES FUNDS
(S&P 500 TREASURY CORPORATE (MSCI EAFE (MSCI WORLD (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*.. 5.4 (6.8) (6.8) 8.7 7.2 0.9 0.6
</TABLE>
- ---------------
*1999 returns are as of September 30, 1999.
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 ("S&P 500 INDEX"), the Lehman Brothers
Treasury Bond Index, the Salomon Corporate Bond Index, the Morgan Stanley
II-7
<PAGE>
Capital International ("MSCI") EAFE Index, the MSCI World Index, the Barclay CTA
Index, and the Managed Account Reports Public Fund Index ("MAR 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 CTAs. In order
to qualify for inclusion in the Barclay CTA Index, a CTA must meet the following
criteria: (1) the CTA must have four years of prior performance history; and (2)
in cases where a CTA 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 1998, there were 327 CTA 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 September 30, 1999, there were [91] 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 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
II-8
<PAGE>
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.
CHARTER GRAHAM
CORRELATION ANALYSIS (PRO FORMA)
Pro Forma of
GCM's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of GCM'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 GCM's ... Pro Forma of GCM'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).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
II-9
<PAGE>
CHARTER MILLBURN
CORRELATION ANALYSIS (PRO FORMA)
Proforma of
MRC's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of MRC'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 MRC's ... Pro Forma of MRC'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).
CHARTER WELTON
CORRELATION ANALYSIS (PRO FORMA)
Proforma of
WIC's Global S&P 500 Salomon Corp.
Diversified Program Index Bond Index
Pro Forma of WIC'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 WIC's ... Pro Forma of WIC'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
II-10
<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
September 1999, using the recognized market indices of each asset. The notes
below are an integral part of the following chart.
MANAGED FUTURES VS. STOCKS
<TABLE>
<CAPTION>
S&P 500 Index 12-month
(STOCKS) holding
periods
ROR QTRLY ANNUAL
<S> <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% 5.37% 27.90%
Source: Thomson Financial Software Solutions, Boston, MA
</TABLE>
<TABLE>
<CAPTION>
BARCLAY'S CTA INDEX 12-month
(MANAGED FUTURES) holding
periods
ROR QTRLY ANNUAL
<S> <C> <C> <C> <C> <C>
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%
2.59% 10019.97 8.58%
-1.24% 9895.73 -0.20% 6.66%
1.79% 10072.86 12.38%
-1.43% 9928.82 9.94%
1.57% 10084.70 1.91% 11.26%
-0.57% 10027.22 10.95%
-0.33% 9994.13 4.40%
0.06% 10000.12 -0.84% 0.85% 1.27%
Source: Barclay Trading Group, Fairfield, IA
</TABLE>
Notes to "Managed Futures vs. Stocks" Table:
Stocks are represented by the S&P 500 Index, 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 18
periods when managed futures showed negative returns, while stocks experienced
26 periods of negative returns during the studied time frame. While not a
guarantee of future results, this chart 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.
II-11
<PAGE>
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.
------------------------
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 - September, 1999. The notes below are an integral
part of the following chart.
IMPROVED PORTFOLIO EFFICIENCY
(JANUARY 1981 -- SEPTEMBER 1999)
Risk/Return Analysis
January 1981 through September 1999
Stocks/Bonds/International Equities/Managed Futures
(Risk/Return Chart Data Points)
<TABLE>
<CAPTION>
Standard Deviation Average Monthly ROR
(x-axis) (Y-axis)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
100% Stocks (S&P 500 Index) 4.2718% 1.3725%
100% Bonds (Salomon Corporate Bond Index) 2.6558% 0.9591%
100% International Equities (MSCI EAFE Index) 5.0296% 1.1856%
100% Managed Futures (Barclay CTA Index) 5.0143% 1.1470%
50% Stocks/50% Bonds 2.9240% 1.1658%
50% Stocks/30% Bonds/10% Int'l Eqs./10% Mgd. Futures 2.8789% 1.2073%
</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
II-12
<PAGE>
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.
------------------------------------
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.
THE TRADING ADVISOR SELECTION PROCESS
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, making it one of the most comprehensive computerized
management systems in the industry. 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.
II-13
<PAGE>
Trading Advisor Evaluation and Selection
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
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 INTERESTS 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>
II-14
<PAGE>
MAJOR FUTURES MARKETS TRADED
<TABLE>
<S> <C> <C> <C>
AGRICULTURALS FOREIGN EXCHANGE STOCK INDICES INTEREST RATES
- -------------------- -------------------- -------------------- --------------------
Azuki (R. Beans) Australian dollar All Ordinaries Australian bonds
Corn Brazilian real CAC 40 British bonds
Feeder cattle British pound DAX Canadian bonds
Live cattle Canadian dollar Dow Jones Euro bonds
Lean hogs Czech krona Industrial French bonds
Pork bellies European common FTSE 100 German bonds
Soybean meal currency Hang Seng Italian bonds
Soybean oil French franc IBEX-35 PLUS Japanese bonds
Soybeans German mark Mexican IPC Mexican bonds
Wheat Greek drachma MIB 30 New Zealand bonds
Hong Kong dollar NASDAQ 100 Spanish bonds
Indornesian rupiah Nikkei 225 Swiss bonds
Japanese yen S&P 500 U.S. bonds
Mexican peso Swedish U.S. notes
New Zealand dollar Taiwan
Norwegian kroner Toronto
Singapore dollar
South African rand
Spanish peseta
Swedish kroner
Swiss franc
Thai baht
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 interests,
but may trade a greater or lesser number of futures interests from time to time.
Each Limited Partner will obtain greater diversification in futures interests
traded than would be possible trading individually, unless substantially more
than the minimum investment described herein were committed to the futures
interests markets.
EXCHANGE PRIVILEGE
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 (a "SERIES EXCHANGE").
This permits a Limited Partner to select one or more Partnerships which best
suit his investment needs and objectives, which may change from time to time. A
Limited Partner is not required to pay any redemption charges in connection with
a Series Exchange.
II-15
<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 would have the benefit of having his investment
managed by three different Trading Advisors.
LIMITED LIABILITY
Unlike an individual who invests directly in futures interests, an investor
in a Partnership cannot be individually subject to margin calls and cannot lose
more than the amount of his unredeemed capital contribution, his share of
undistributed profits, if any, and, under certain circumstances, any
distributions and amounts received upon redemption, or deemed received on an
Exchange of Units, and interest thereon.
INTEREST INCOME
Many commodity brokers permit accounts above a certain size to deposit
margin for futures interests in the form of interest-bearing obligations, such
as U.S. Treasury bills, rather than cash, thus enabling the account to earn
interest on funds being used for futures trading, or such brokers pay interest
at U.S. Treasury bill rates on a portion of the cash deposited in the account.
Each Partnership deposits its assets in separate commodity trading accounts with
the Commodity Brokers. DWR 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 DWR on the respective percentage of their assets deposited as
margin as described above, the form of margin posted, whether cash or
interest-bearing obligations (such as U.S. Treasury bills), does not reduce the
risks inherent in the trading of futures interests.
ADMINISTRATIVE CONVENIENCE
The Partnerships are structured so as to provide Limited Partners with
numerous services designed to alleviate the administrative details involved in
engaging directly in futures interests trading, including monthly and annual
financial reports (showing, among other things, the Net Asset Value of a Unit,
trading profits or losses, and expenses), and all tax information relating to
the Partnerships necessary for Limited Partners to complete their federal income
tax returns.
II-16
<PAGE>
[Chart]
II-17
<PAGE>
[Chart]
II-18
<PAGE>
[Chart]
II-19
<PAGE>
[Chart]
II-20
<PAGE>
[Chart]
II-21
<PAGE>
[Chart]
II-22
<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.
The following charts were prepared by the General Partner to illustrate the
change in fund assets from March 1, 1999 (inception of trading) through
September 30, 1999 to reflect each Partnership's performance and net additions
of capital.
CHARTER GRAHAM
ASSET HISTORY
Feb-99 $4.4
Sep-99 $17.6
Assets in millions
CHARTER MILLBURN
ASSET HISTORY
Feb-99 $4.8
Sep-99 $22.7
Assets in millions
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-23
<PAGE>
CHARTER WELTON
ASSET HISTORY
Feb-99 $5.8
Sep-99 $19.1
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 September
30, 1999. 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 inposes no
minimum size restrictions on the public managed futures funds that it tracks. As
of September 30, 1999, there were 91 public managed futures funds included in
the calculation of the MAR Index.
CHARTER GRAHAM
VS. MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (NAV)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Graham
<S> <C> <C> <C> <C> <C> <C>
Feb-99 10.0000 Feb-99 10.00
Mar-99 -1.04% 9.8960 Mar-99 -8.00% 9.20
Apr-99 4.22% 10.3136 Apr-99 4.24% 9.59
May-99 -3.12% 9.9918 May-99 -5.94% 9.02
Jun-99 2.50% 10.2416 Jun-99 6.65% 9.62
Jul-99 -2.57% 9.9784 Jul-99 -2.60% 9.37
Aug-99 0.64% 10.0423 Aug-99 4.70% 9.81
Sep-99 0.49% 10.0915 0.91% Sep-99 1.22% 9.93 -0.70%
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-24
<PAGE>
CHARTER MILLBURN
VS. MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (NAV)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Millburn
<S> <C> <C> <C> <C> <C> <C>
Feb-99 10.0000 Feb-99 10.00
Mar-99 -1.04% 9.8960 Mar-99 -0.50% 9.95
Apr-99 4.22% 10.3136 Apr-99 5.03% 10.45
May-99 -3.12% 9.9918 May-99 -3.54% 10.08
Jun-99 2.50% 10.2416 Jun-99 5.16% 10.60
Jul-99 -2.57% 9.9784 Jul-99 -3.77% 10.20
Aug-99 0.64% 10.0423 Aug-99 0.98% 10.30
Sep-99 0.49% 10.0915 0.91% Sep-99 0.19% 10.32 3.20%
</TABLE>
CHARTER WELTON
VS. MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (NAV)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Welton
<S> <C> <C> <C> <C> <C> <C>
Feb-99 10.0000 Feb-99 10.00
Mar-99 -1.04% 9.8960 Mar-99 -7.70% 9.23
Apr-99 4.22% 10.3136 Apr-99 0.33% 9.26
May-99 -3.12% 9.9918 May-99 -3.46% 8.94
Jun-99 2.50% 10.2416 Jun-99 3.02% 9.21
Jul-99 -2.57% 9.9784 Jul-99 -4.13% 8.83
Aug-99 0.64% 10.0423 Aug-99 -3.17% 8.55
Sep-99 0.49% 10.0915 0.91% Sep-99 -2.22% 8.36 -16.40%
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-25
<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 September 30, 1999.
CHARTER GRAHAM
VS. MAR INDEX
HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)
<TABLE>
<CAPTION>
MAR Public Fund Index Morgan Stanley Charter Graham
- ------------------------------------------------------------------------------------------------------------------------------
Total Return Annualized Return Total Return Annualized Return
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YTD 0.91% -0.70% 30-Sep-99
1 YR. N/A N/A N/A N/A 30-Sep-98
2 YR. N/A N/A N/A N/A 30-Sep-97
3 YR. N/A N/A N/A N/A 30-Sep-96
5 YR. N/A N/A N/A N/A 30-Sep-94
10 YR. N/A N/A N/A N/A 30-Sep-89
ITD 0.91% 1.57% -0.70% -1.19% 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 0.91% 3.20% 30-Sep-99
1 YR. N/A N/A N/A N/A 30-Sep-98
2 YR. N/A N/A N/A N/A 30-Sep-97
3 YR. N/A N/A N/A N/A 30-Sep-96
5 YR. N/A N/A N/A N/A 30-Sep-94
10 YR. N/A N/A N/A N/A 30-Sep-89
ITD 0.91% 0.72% 3.20% 5.52% 28-Feb-99
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-26
<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 0.91% -16.40% 30-Sep-99
1 YR. N/A N/A N/A N/A 30-Sep-98
2 YR. N/A N/A N/A N/A 30-Sep-97
3 YR. N/A N/A N/A N/A 30-Sep-96
5 YR. N/A N/A N/A N/A 30-Sep-94
10 YR. N/A N/A N/A N/A 30-Sep-89
ITD 0.91% 0.72% -16.40% -26.33% 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 September 30,
1999.
CHARTER GRAHAM
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
12 MO. 24 MO.
MONTHLY NAV/ QRTLY ANNUAL HOLDING HOLDING
MONTH RETURN UNIT RETURN RETURN PERIOD PERIOD
<S> <C> <C> <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% -0.70%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-27
<PAGE>
CHARTER MILLBURN
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
12 MO. 24 MO.
MONTHLY NAV/ QRTLY ANNUAL HOLDING HOLDING
MONTH RETURN UNIT RETURN RETURN PERIOD PERIOD
<S> <C> <C> <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% 3.20%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
CHARTER WELTON
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
12 MO. 24 MO.
MONTHLY NAV/ QRTLY ANNUAL HOLDING HOLDING
MONTH RETURN UNIT RETURN RETURN PERIOD PERIOD
<S> <C> <C> <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% -16.40%
COMPOUNDED ANNUAL ROR: N/A
STANDARD DEVIATION
OF MONTHLY RETURNS: N/A
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
II-28
<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
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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.
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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
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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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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 Partnerhip; provided, however, that the
minimum amount of a Series Exchange for Limited Partners that already own Units
in the Charter Series Partnership being purchased and desire to make an
additional investment in such Partnership is 100 Units.
A Series Exchange shall be effective as of the last business day of the
month ending after an Exchange Agreement and Power of Attorney in proper form
has been received by the General Partner ("Exchange Date"), provided, that the
Partnership has assets sufficient to discharge its liabilities and to redeem
Units on the Exchange Date. As used herein, "Exchange Agreement and Power of
Attorney" shall mean the form annexed to the Prospectus as Exhibit B (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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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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<PAGE>
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
A-21
<PAGE>
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.
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
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<PAGE>
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
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.
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<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.
ADDITIONAL LIMITED PARTNERS: GENERAL PARTNER:
By: Demeter Management Corporation,
General Partner, as Authorized Agent
and Attorney-in-Fact DEMETER MANAGEMENT
CORPORATION
By:...................................... By:................................
Mark J. Hawley, President Mark J. Hawley, President
INITIAL LIMITED PARTNER:
...................................
Mark J. Hawley
A-24
<PAGE>
MFAD USE ONLY:........................ CLOSING DATE:.........................
- --------------------------------------------------------------------------------
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>
.........................., 19 ........................................................
(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.
[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
- --------------------------------------------------------------------------------
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.
[CFCFB] Cornerstone Fund II Entire Interest Units $ ,000
[CFCFC] Cornerstone Fund III Entire Interest Units $ ,000
[CFCFD] Cornerstone Fund IV Entire Interest Units $ ,000
- --------------------------------------------------------------------------------
SECTION C
CHARTER SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 100 UNITS, UNLESS
A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.
[MSCG] Charter Graham Entire Interest Units
[MSCM] Charter Millburn Entire Interest Units
[MSCW] Charter Welton Entire Interest Units
- --------------------------------------------------------------------------------
SECTION D
OTHER MANAGED FUTURES FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.
MARK ONE FUND ONLY (USE ONE FORM PER FUND):
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
[CFF] Columbia Futures Fund [DFF3] Diversified Futures Fund III Entire Interest
[DFF] Diversified Futures Fund [GPP] Global Perspective Portfolio Units
[IAF] International Access Fund [PPF] Principal Plus Fund $ ,000
[PGF] Multi-Market Portfolio [PSF] Portfolio Strategy Fund
[DFF2] Diversified Futures Fund II [WCF] World Currency 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
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
X......................................... ..........................................
(Signature) (Date)
X......................................... ..........................................
(Signature) (Date)
</TABLE>
- --------------------------------------------------------------------------------
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 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 * , 1999 (THE "PROSPECTUS") AND THIS
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY ("AGREEMENT"). IN
READING THE PROSPECTUS, PAY PARTICULAR ATTENTION TO THE MATTERS DISCUSSED UNDER
"RISK FACTORS," "CONFLICTS OF INTEREST," AND "DESCRIPTION OF CHARGES." BY
SIGNING THIS 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 * , 1999 (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, you should 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 for 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 applicable limited partnership agreement for
such 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" 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.
(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
B-2
<PAGE>
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 such plan
or IRA, the representations set forth herein apply only to the beneficiary
of such 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 are subject to this redemption request 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.
- --------------------------------------------------------------------------------
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 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.
B-3
<PAGE>
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.
- --------------------------------------------------------------------------------
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 recent financial statements for each of the
Partnerships), 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-4
<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 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 * , 1999, 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 (SUBSCRIBER MUST SIGN BELOW TAX REPRESENTATION)
- --------------------------------------------------------------------------------
<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-5
<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-6
<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 * , 1999, 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 BELOW TAX REPRESENTATION)
- --------------------------------------------------------------------------------
<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-7
<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
</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-8
<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 * (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 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
By:_____________________________________________________________________________
Name of Signatory
________________________________________________________________________________
Title
________________________________________________________________________________
Signature
________________________________________________________________________________
Address
________________________________________________________________________________
City State Zip
Date: __________________________________________________________________________
INDIVIDUAL SUBSCRIBERS
________________________________________________________________________________
Name of Subscriber(s)
________________________________________________________________________________
________________________________________________________________________________
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 40 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.................................................... $ 15,095
NASD filing fee......................................................... 5,930
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).............. 13,810
Miscellaneous........................................................... 50,000*
--------
Total.............................................................. $215,835
--------
--------
</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 Welton 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* Form of Selling Agreement among the Registrant, Demeter Management
Corporation, and Dean Witter Reynolds Inc.
1.01(a) Form of Amendment No. 1 to the Selling Agreement among the Registrant,
Demeter Management Corporation, and Dean Witter Reynolds Inc.
1.02* Form of Additional Seller Agreement between Dean Witter Reynolds Inc. and
additional selling agents (to also be included as an annex to Exhibit 1.01,
form of Selling Agreement).
3.01 Form of Limited Partnership Agreement of the Registrant (included as Exhibit
A to the Prospectus).
3.02* Certificate of Limited Partnership of the Registrant.
5.01* Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the
legality of Units (including consent).
5.02 Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the
legality of Units (including consent).
8.01* Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain
federal income tax matters (including consent).
8.02 Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain
federal income tax matters (including consent).
10.01* Form of Customer Agreement between the Registrant and Dean Witter Reynolds
Inc.
10.01(a)* Form of Customer Agreement among the Registrant, Carr Futures, Inc. and Dean
Witter Reynolds Inc.
10.01(b)* Form of International Foreign Exchange Master Agreement between the
Registrant and Carr Futures, Inc.
10.02* Form of Management Agreement among the Registrant, the General Partner and
the Trading Advisor.
10.03 Subscription and Exchange Agreement and Power of Attorney to be executed by
purchasers of Units (included as Exhibit B to the Prospectus).
10.04* Escrow Agreement among the Registrant, Dean Witter Reynolds Inc., and The
Chase Manhattan Bank, the escrow agent.
23.01 Consent of Independent Auditors for the General Partner and the Registrant.
</TABLE>
- ------------------
*
Incorporated by reference to Registration Statement 333-60115.
II-2
<PAGE>
(B) FINANCIAL STATEMENTS.
Included in the Prospectus:
Morgan Stanley Dean Witter Charter Millburn 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 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 23rd day of November, 1999.
MORGAN STANLEY DEAN WITTER
CHARTER MILLBURN 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
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
Chairman of the Board and
- ---------------------------------------- Director of the General
Mark J. Hawley Partner
/s/ ROBERT E. MURRAY President and Director of November 23, 1999
- ---------------------------------------- the General Partner
Robert E. Murray
/s/ MITCHELL M. MERIN Director of the General November 23, 1999
- ---------------------------------------- Partner
Mitchell M. Merin
Director of the General
- ---------------------------------------- Partner
Joseph G. Siniscalchi
/s/ EDWARD C. OELSNER, III Director of the General November 23, 1999
- ---------------------------------------- Partner
Edward C. Oelsner, III
Director of the General
- ---------------------------------------- Partner
Richard A. Beech
/s/ RAY HARRIS Director of the General November 23, 1999
- ---------------------------------------- Partner
Ray Harris
/s/ LEWIS A. RAIBLEY, III Vice President, Chief November 23, 1999
- ---------------------------------------- Financial and Principal
Lewis A. Raibley, III Accounting Officer, and
Director of the
General Partner
</TABLE>
II-4
EXHIBIT 1.01(A)
AMENDMENT NO. 1 TO
MORGAN STANLEY DEAN WITTER CHARTER SERIES
SELLING AGREEMENT
The Selling Agreement, dated as of November 6, 1998 (the
"Selling Agreement"), among 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"), Demeter Management
Corporation, and Dean Witter Reynolds Inc. ("DWR") is hereby amended as set
forth below. All provisions contained in the Selling Agreement remain in full
force and effect and are modified only to the extent necessary to provide for
the amendments set forth below. Terms used herein and not defined herein have
the meaning given to such terms in the Selling Agreement.
1. The Partnerships plan to offer, sell, and issue an
additional 6,000,000 Units of Charter Graham, 6,000,000 Units of Charter
Millburn, and 6,000,000 Units of Charter Welton to the public pursuant to
separate Registration Statements on Form S-1 and a combined Prospectus
constituting a part of each Registration Statement. DWR agrees to act as the
Partnerships' exclusive selling agent to offer and sell the additional Units on
a best efforts basis in accordance with and subject to the terms and conditions
set forth in the Selling Agreement. In such connection, all references in the
Selling Agreement to the "Registration Statement," the "Prospectus," or the
"Units" shall be deemed to include the Registration Statements, Prospectus and
Units issued in connection with this registration of additional Units. All
representations, warranties, and covenants contained in the Selling Agreement
shall be deemed to be repeated on the date hereof.
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 to the Selling
Agreement has been executed on the ____ day of ____________, 1999.
Accepted and Agreed: MORGAN STANLEY DEAN WITTER
CHARTER GRAHAM L.P.
DEAN WITTER REYNOLDS INC. By: Demeter Management Corporation,
General Partner
By: ________________________ By: __________________________________
Robert E. Murray Robert E. Murray
Senior Vice President President
MORGAN STANLEY DEAN WITTER
CHARTER MILLBURN L.P.
By: Demeter Management Corporation,
General Partner
By: __________________________________
Robert E. Murray
President
MORGAN STANLEY DEAN WITTER
CHARTER WELTON L.P.
By: Demeter Management Corporation,
General Partner
By: __________________________________
Robert E. Murray
President
DEMETER MANAGEMENT CORPORATION
By: __________________________________
Robert E. Murray
President
2
EXHIBIT 5.02
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
November 23, 1999
Dean Witter Reynolds, Inc.
Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Re: Morgan Stanley Dean Witter Charter Millburn L.P.
Ladies and Gentlemen:
We have acted as your counsel in connection with the
organization of Morgan Stanley Dean Witter Charter Millburn L.P., a Delaware
limited partnership (the "Partnership"), and the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 6,000,000 units of limited partnership interest of the
Partnership ("Units"). In such connection, we have assisted in the preparation
of the Limited Partnership Agreement of the Partnership and in the preparation
and filing with the Secretary of State of the State of Delaware of the
Certificate of Limited Partnership of the Partnership. We have also examined
such other documents, records, and applicable law as we have deemed necessary or
appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (1) the
Units have been duly authorized, and (2) upon (a) the sale of the Units
described in the Registration Statement in the manner and on the terms and
conditions set forth therein, and (b) the identification of the purchasers of
Units as limited partners on the books and records of the Partnership, the Units
will be validly issued, fully-paid, and non-assessable. We are also of the
opinion that a limited partner's liability for the losses and obligations of the
Partnership solely by reason of such person being a limited partner of the
Partnership will not exceed such limited partner's unredeemed capital
contribution, undistributed profits, if any, and any distributions and amounts
received upon redemption of Units with interest thereon.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
CADWALADER, WICKERSHAM & TAFT
EXHIBIT 8.02
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
November 23, 1999
Dean Witter Reynolds, Inc.
Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Re: Morgan Stanley Dean Witter Charter Millburn L.P.
Ladies and Gentlemen:
We have acted as your counsel in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-1 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 6,000,000
units of limited partnership interest ("Units") of Morgan Stanley Dean Witter
Charter Millburn L.P., a Delaware limited partnership (the "Partnership"). We
have also examined such documents, records, and applicable law as we have deemed
necessary for purposes of rendering this opinion.
Based upon the foregoing, we hereby confirm our opinion under
the heading "Material Federal Income Tax Considerations" in the Prospectus
constituting a part of the Registration Statement (the "Prospectus") that the
Partnership will be taxed as a partnership for federal income tax purposes. We
also confirm our opinion that the descriptions set forth under the heading
"Material Federal Income Tax Considerations" in the Prospectus correctly
describe the material federal income tax consequences to United States taxpayers
who are individuals of acquiring, owning, and disposing of Units.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the references made to us in the
Prospectus under the captions "Summary -- Tax Considerations," "Risk Factors --
Taxation risks," "Purchases by Employee Benefit Plans -- ERISA Considerations,"
"Material Federal Income Tax Considerations," "State and Local Income Tax
Aspects," and "Legal Matters."
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
CADWALADER, WICKERSHAM & TAFT
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Registration Statements for 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") of our report dated July 13, 1999 relating to the statements of
financial condition of the Partnerships as of January 31, 1999. We also consent
to the use of our report dated January 11, 1999 (September 24, 1999 as to Note
6) relating to the statements of financial condition of Demeter Management
Corporation as of November 30, 1998 and 1997 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
November 23, 1999
