UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995 or
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ___________to_______________
Commission File Number 33-24662
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
(Exact name of registrant as specified in its Limited
Partnership Agreement)
DELAWARE 13-3490286
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
c/o Demeter Management Corp.
Two World Trade Center, New York, N.Y.-62nd Fl. 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-5454
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein,and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment of this Form 10K. [ X ]
State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which units were sold, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $14,347,798.87 at January 31, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
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DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 1995
<CAPTION>
Page No.
<S> <C>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . 1
Part I .
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . 2-3
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 4
Item 4. Submission of Matters to a Vote of Security Holders . . .4
Part II.
Item 5. Market for the Registrant's Partnership Units and
Related Security Holder Matters . . . . . . . . . . . . 5
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . 7-11
Item 8. Financial Statements and Supplementary Data. . . . . . 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . 11
Part III.
Item 10. Directors, Executive Officers, Promoters and
Control Persons of the Registrant . . . . . . . . . 12-15
Item 11. Executive Compensation . . . . . . . . . . . . . . . 15
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . 15
Item 13. Certain Relationships and Related Transactions . . . 16
Part IV.
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . 17
</TABLE>
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<TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference as
follows:
Documents Incorporated Part of Form 10-K
<S> <C>
Partnership's Registration Statement I and IV
on Form S-1, File No. 33-24662
December 31, 1995 Annual Report II and IV
for the Dean Witter Diversified
Futures Fund II L.P.
</TABLE>
<PAGE>
PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter Diversified Futures
Fund II L.P. (the "Partnership") is a Delaware limited partnership formed
to engage in the speculative trading of commodity futures contracts and
other commodity interests, including, but not limited to, forward
contracts on foreign currencies and options on futures contracts and
physical commodities.
Units of limited partnership interest in the Partnership were
registered pursuant to a Registration Statement on Form S-1 (File No. 33-
24662) which became effective on October 28, 1988. The offering of units
was underwritten on a "best efforts" basis by Dean Witter Reynolds Inc.
("DWR"), a commodity broker and an affiliated corporation of the
Partnership's General Partner, Demeter Management Corporation ("Demeter").
The Partnership commenced operations on January 18, 1989. The
Partnership's net asset value per unit, as of December 31, 1995, was
$2,534.82 representing a decrease of 2.90 percent from the net asset value
per unit of $2,610.40 at December 31, 1994. For a more detailed
description of the Partnership's business see subparagraph (c).
(b) Financial Information about Industry Segments. The
Partnership's business comprises only one segment for financial reporting
purposes, speculative trading of commodity futures contracts and other
commodity interests. The relevant financial information is presented in
Items 6 and 8.
(c) Narrative Description of Business. The Partnership is in the
business of speculative trading in commodity futures contracts and other
commodity interests, pursuant to trading instructions provided by Dean
Witter Futures & Currency Management Inc. ("DWFCM"), a wholly-owned
<PAGE>
subsidiary of Dean Witter, Discover & Co. ("DWD") and an affiliate of DWR,
and Demeter Management Corporation ("Demeter"). For a detailed
description of the different facets of the Partnership's business, see
those portions of the Partnership's Prospectus, dated October 28, 1988,
filed as part of the Registration Statement on Form S-1 (see "Documents
Incorporated by Reference" Page 1), set forth below:
Facets of Business
1. Summary 1. "Summary of the Prospectus"
(Pages 2-7).
2. Commodity Markets 2. "The Commodities Markets"
(Pages 57-67).
3. Partnership's Commodity 3. "Trading Policies" (Pages
Trading Arrangements and 28-29) "The Trading
Policies Manager" (Pages 29-38).
4. Management of the Part- 4. "The Management Agreement"
nership (Pages 39-41). "The General
Partner" (Pages 41-56) and
"The Commodity Broker"(Pages
56-57). "The Limited Part-
nership Agreement" (Pages
68-73).
5. Taxation of the Partner- 5. "Federal Income Tax
ship's Limited Partners Aspects" and "State and Local
Income Tax Aspects" (Pages
75-83).
(d) Financial Information About Foreign and Domestic Operations and
Export Sales.
The Partnership has not engaged in any operations in foreign
countries; however, the Partnership (through the commodity broker) enters
into forward contract transactions where foreign banks are the contracting
party and futures contracts on foreign exchanges.
<PAGE>
Item 2. PROPERTIES
The executive and administrative offices are located within the
offices of DWR. The DWR offices utilized by the Partnership are located
at Two World Trade Center, 62nd Floor, New York, NY 10048.
Item 3. LEGAL PROCEEDINGS
Demeter is not aware of any material pending legal proceedings to
which the Partnership is a party or to which any of its assets are
subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED
SECURITY HOLDER MATTERS
There is no established public trading market for the Units of
Limited Partnership Interest in the Partnership. The number of holders of
Units at December 31, 1995 was approximately 905. No distributions have
been made by the Partnership since it commenced operations on January 18,
1989. Demeter has sole discretion to decide what distributions, if any,
shall be made to investors in the Partnership. No determination has yet
been made as to future distributions.
<PAGE>
<TABLE>
Item 6. SELECTED FINANCIAL DATA (in dollars)
<CAPTION>
For the Years Ended December 31,
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
Total Revenues
(including interest) 1,556,726 3,037,932 3,868,460 5,240,665 5,508,799
Net Income (Loss) (410,574) 853,441 1,263,735 2,627,638 3,105,951
Net Income (Loss)
Per Unit (Limited
& General Partners) (75.58) 133.96 169.48 351.78 348.23
Total Assets 15,550,215 17,710,240 18,055,627 18,580,721 18,339,334
Total Limited
Partners' Capital 14,341,357 16,676,005 17,109,409 16,853,690 16,937,481
Net Asset Value Per
Unit of Limited
Partnership Interest 2,534.82 2,610.40 2,476.44 2,306.96 1,955.18
</TABLE>
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity. The Partnership's assets are deposited in separate
commodity interest trading accounts with DWR, the commodity broker, and
are used by the Partnership as margin to engage in commodity futures
contract trading. DWR holds such assets in either designated depositories
or in securities approved by the Commodity Futures Trading Commission
("CFTC") for investment of customer funds. The Partnership's assets held
by DWR may be used as margin solely for the Partnership's trading. Since
the Partnership's sole purpose is to trade in commodity futures contracts
and other commodity interests, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.
The Partnership's investment in commodity futures contracts and
other commodity interests may be illiquid. If the price for a futures
contract for a particular commodity has increased or decreased by an
amount equal to the "daily limit", positions in the commodity can neither
be taken nor liquidated unless traders are willing to effect trades at or
within the limit. Commodity futures prices have occasionally moved the
daily limit for several consecutive days with little or no trading. Such
market conditions could prevent the Partnership from promptly liquidating
its commodity futures positions.
There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world currencies
have low trading volume and are illiquid, which may prevent the
Partnership from trading in potentially profitable markets or prevent the
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.
<PAGE>
Market Risk. The Partnership trades futures, options and forward
contracts in interest rates, stock indices, commodities and currencies.
In entering into these contracts there exists a risk to the 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 of
the commodity interest positions held by the Partnership at the same time,
and if the Trading Advisor was unable to offset commodity interest
positions of the Partnership, the Partnership could lose all of its
assets. The Partnership has established Trading Policies for liquidity
and leverage which help control market risk. Both the Trading Advisor and
Demeter monitor the Partnership's trading activities on a daily basis to
ensure compliance with the Trading Policies. Demeter may (under terms of
the Management Agreement) override the trading instructions of the Trading
Advisor to the extent necessary to comply with the Partnership's Trading
Policies.
Credit Risk. In addition to market risk, the Partnership is subject
to credit risk in that a counterparty may not be able to meet its
obligations to the Partnership. The counterparty of the Partnership for
futures contracts traded in the United States and most foreign exchanges
on which the Partnership trades is the clearinghouse associated with such
exchange. In general, clearinghouses are 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 members' customers, and as such, should
significantly reduce this credit risk. In cases where the Partnership
trades on exchanges where the clearinghouse is not backed by the
membership or when the Partnership enters into off-exchange contracts with
a counterparty, the sole recourse of the Partnership will be the
<PAGE>
clearinghouse or the counterparty as the case may be. With respect to
futures contracts, DWR, in its business as an international commodity
broker, constantly monitors the credit-worthiness of the exchanges and
clearing members of the foreign exchanges with which it does business for
clients, including the Partnership. If DWR believes that there was a
problem with the credit-worthiness of an exchange on which the Partnership
deals, it would so advise Demeter. With respect to forward contract
trading, the Partnership trades with only those counterparties which
Demeter, together with DWR, have determined to be creditworthy. As set
forth in the Partnership's Trading Policies, in determining credit-
worthiness, Demeter and DWR consult with the Corporate Credit Department
of DWR. Currently, the Partnership deals solely with DWR as its
counterparty on forward contracts. While DWR and Demeter monitor credit-
worthiness and risk involved in dealing on the various exchanges and with
counterparties, there can be no assurance that an exchange or counterparty
will be able to meet its obligations to the Partnership.
Capital Resources. The Partnership does not have, nor does it
expect to have, any capital assets. Redemptions of Units in the future
will impact the amount of funds available for investments in commodity
futures, forward contracts on foreign currencies and other commodity
interests in subsequent periods. As redemptions are at the discretion of
Limited Partners, it is not possible to estimate the amount and therefore,
the impact of future redemptions.
Results of Operations. As of December 31, 1995, the Partnership's
total capital was $14,604,978, a decrease of $2,342,508 from the
Partnership's total capital of $16,947,486 at December 31, 1994. For the
year ended December 31, 1995, the Partnership incurred a net loss of
$410,574 and total redemptions aggregated $1,931,934.
<PAGE>
For the year ended December 31, 1995, the Partnership's total
trading revenues including interest income were $1,556,726. The
Partnership's total expenses for the year were $1,967,300, resulting in a
net loss of $410,574. The value of an individual unit in the Partnership
decreased from $2,610.40 at December 31, 1994 to $2,534.82 at December 31,
1995.
As of December 31, 1994, the Partnership's total capital was
$16,947,486, an decrease of $508,624 from the Partnership's total capital
of $17,456,110 at December 31, 1993. For the year ended December 31, 1994,
the Partnership generated net income of $853,441 and total redemptions
aggregated $1,362,065.
For the year ended December 31, 1994, the Partnership's total
trading revenues including interest income were $3,037,932. The
Partnership's total expenses for the year were $2,184,491, resulting in
net income of $853,441. The value of an individual unit in the
Partnership increased from $2,476.44 at December 31, 1993 to $2,610.40 at
December 31, 1994.
As of December 31, 1993, the Partnership's total capital was
$17,456,110, an increase of $279,445 from the Partnership's total capital
of $17,176,665 at December 31, 1992. For the year ended December 31,
1993, the Partnership generated net income of $1,263,735 and total
redemptions aggregated $984,290.
For the year ended December 31, 1993, the Partnership's total
trading revenues including interest income were $3,868,460. The
Partnership's total expenses for the year were $2,604,725, resulting in
net income of $1,263,735. The value of an individual unit in the
Partnership increased from $2,306.96 at December 31, 1992 to $2,476.44 at
December 31, 1993.
<PAGE>
The Partnership's overall performance record represents varied
results of trading in different commodity markets. For a further
description of trading results, refer to the letter to the Limited
Partners in the accompanying 1995 Annual Report to Partners, incorporated
by reference in this Form 10-K. The Partnership's gains and losses are
allocated among its Limited Partners for income tax purposes.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item appears in the attached 1995
Annual Report to Partners and is incorporated by reference in this Annual
Report on Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS OF THE REGISTRANT
General Partner
Demeter, a Delaware corporation, was formed on August 18, 1977 to
act as a commodity pool operator and is registered with the CFTC as a
commodity pool operator and currently is a member of the National Futures
Association ("NFA") in such capacity. Demeter is wholly-owned by DWD and
is an affiliate of DWR. DWD, DWR and Demeter may each be deemed to be
"promoters" and/or a "parent" of the Partnership within the meaning of the
federal securities laws.
Dean Witter Reynolds Inc.
DWR is a financial services company which provides to its
individual, corporate and institutional clients services as a broker in
securities and commodity interest contracts, a dealer in corporate,
municipal and government securities, an investment banker, 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,
and other major securities exchanges, and is a clearing member of the
Chicago Board of Trade, the Chicago Mercantile Exchange, the Commodity
Exchange Inc., and other major commodities exchanges.
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 over 350 branch offices with approximately
8,500 account executives servicing individual and institutional client
accounts.
<PAGE>
Directors and Officers of the General Partner
The directors and officers of Demeter as of December 31, 1995 are as
follows:
Richard M. DeMartini, age 43, is the Chairman of the Board and a
Director of Demeter. Mr. DeMartini is also the Chairman of the Board and
a Director of DWFCM, a registered commodity trading advisor. Mr.
DeMartini has served as President and Chief Operating Officer of Dean
Witter Capital, a division of DWR since January 1989. From January 1988
until January 1989, Mr. DeMartini served as President and Chief Operating
Officer of the Consumer Banking Division of DWD, and from May 1985 until
January 1988 was President and Chief Executive Officer of the Consumer
Markets Division of DWD. Mr. DeMartini currently serves as a Director of
DWD and DWR, and has served as an officer of DWR for the past five years.
Mr. DeMartini has been with DWD and its affiliates for 18 years. While
Mr. DeMartini has extensive experience in the securities industry, he has
no experience in commodity interests trading.
Mark J. Hawley, age 52, is President and a Director of Demeter. Mr.
Hawley joined DWR in February 1989 as Senior Vice President and Director
of DWR's Managed Futures and Precious Metals Department. Mr. Hawley also
serves as President of DWFCM. From 1978 to 1989, Mr. Hawley was a member
of the senior management team at Heinold Asset Management, Inc., a
commodity pool operator, 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 &
Co.
Lawrence Volpe, age 48, is a Director of Demeter and DWFCM. Mr.
Volpe joined DWR as a Senior Vice President and Controller in September
1983, and currently holds those positions. From July 1979 to September
<PAGE>
1983, he was associated with E.F. Hutton & Company Inc. and prior to his
departure, held the positions of First Vice President and Assistant
Controller. From 1970 to July 1979, he was associated with Arthur
Anderson & Co. and prior to his departure he served as audit manager in
the financial services division.
Joseph G. Siniscalchi, age 50, is a Director of Demeter. Mr.
Siniscalchi joined DWR in July 1984 as a First Vice President, Director of
General Accounting. He is currently Senior Vice President and Controller
of the Financial Markets Division of DWR. From February 1980 to July
1984, Mr. Siniscalchi was Director of Internal Audit at Lehman Brothers
Kuhn Loeb, Inc.
Laurence E. Mollner, age 54, is a Director of Demeter. Mr. Mollner
joined DWR in May 1979 as Vice President and Director of Commercial Sales.
He is currently Executive Vice President and Deputy Director of the
Futures Markets Division of DWR.
Edward C. Oelsner III, age 53, is a Director of Demeter. Mr.
Oelsner joined DWR in March 1981 as a Managing Director in the Corporate
Finance Department. He currently manages DWR's Retail Products Group
within the Corporate Finance Department. While Mr. Oelsner has extensive
experience in the securities industry, he has no experience in commodity
interests trading.
Robert E. Murray, age 35, is a Director of Demeter. Mr. Murray is
currently a First Vice President of the DWR Managed Futures Division and
is a Director and the Senior Administrative Officer of DWFCM. Mr. Murray
graduated from Geneseo State University in May 1983 with a B.A. degree in
Finance. Mr. Murray began at DWR in 1984 and is currently the Director of
Product Development for the Managed Futures Division and is responsible
for the development and maintenance of the proprietary Fund Management
<PAGE>
System utilized by Demeter and DWFCM for organizing information and
producing reports for monitoring investors' accounts.
Patti L. Behnke, age 35, is Vice President and Chief Financial
Officer of Demeter. Ms. Behnke joined DWR in 1991 as Assistant Vice
President of Financial Reporting and is currently First Vice President and
Director of Financial Reporting and Managed Futures Accounting in the
Capital Markets division of DWR. From August 1988 to September 1990, Ms.
Behnke was Assistant Controller of L.F. Rothschild & Co. and from
September 1986 to August 1988, she was associated with Carteret Savings
Bank as Assistant Vice President - Financial Analysis. From April 1982 to
September 1986, Ms. Behnke was an auditor at Arthur Andersen & Co.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers. As a
limited partnership, the business of the Partnership is managed by Demeter
which is responsible for the administration of the business affairs of the
Partnership but receives no compensation for such services.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners - As of
December 31, 1995 there were no persons as beneficial owners of more than
5 percent of the Units of Limited Partnership Interest in the Partnership.
(b) Security Ownership of Management - At December 31, 1995,
Demeter owned 104 Units of General Partnership Interest representing a
1.81 percent interest in the Partnership.
(c) Changes in Control - None
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Note 2 - "Related Party Transactions" of "Notes to
Financial Statements", in the accompanying 1995 Annual Report to Partners,
incorporated by reference in this Form 10-K. In its capacity as the
Partnership's retail commodity broker, DWR received commodity brokerage
fees (paid and accrued by the Partnership) of $1,522,301 for the year
ended December 31, 1995.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Listing of Financial Statements
The following financial statements and report of independent public
accountants, all appearing in the accompanying 1995 Annual Report to
Partners, are incorporated by reference in this Form 10-K:
- Report of Deloitte & Touche LLP, independent auditors, for the
years ended December 31, 1995, 1994 and 1993.
- Statements of Financial Condition as of December 31, 1995 and
1994.
- Statements of Operations, Changes in Partners' Capital, and
Cash Flows for the years ended December 31, 1995, 1994 and
1993.
- Notes to Financial Statements.
With exception of the aforementioned information and the information
incorporated in Items 7, 8, and 13, the 1995 Annual Report to Partners is
not deemed to be filed with this report.
2. Listing of Financial Statement Schedules
No financial statement schedules are required to be filed with this
report.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Partnership during the
last quarter of the period covered by this report.
(c) Exhibits
Refer to Exhibit Index on Page E-1.
<PAGE>
SIGNATURES
Pursuant to the requirement of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
(Registrant)
BY: Demeter Management Corporation,
General Partner
March 21, 1996 BY: /s/ Mark J. Hawley
Mark J. Hawley, Director and
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Demeter Management Corporation.
BY: /s/ Mark J. Hawley March 21, 1996
Mark J. Hawley, Director and
President
/s/ Richard M. DeMartini March 21, 1996
Richard M. DeMartini, Director
and Chairman of the Board
/s/ Lawrence Volpe March 21, 1996
Lawrence Volpe, Director
/s/ Laurence E. Mollner March 21, 1996
Laurence E. Mollner, Director
/s/ Joseph G. Siniscalchi March 21, 1996
Joseph G. Siniscalchi, Director
/s/ Edward C. Oelsner III March 21, 1996
Edward C. Oelsner III, Director
/s/ Robert E. Murray March 21, 1996
Robert E. Murray, Director
/s/ Patti L. Behnke March 21, 1996
Patti L. Behnke, Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
ITEM METHOD OF FILING
-3. Limited Partnership Agreement of
the Partnership, dated as of
October 28, 1988. (1)
- -10. Management Agreement among the
Partnership, Demeter Management
Corporation and Dean Witter Futures (2)
& Currency Management Inc. dated
as of October 28, 1988.
- -10. Customer Agreement Between the
Partnership and Dean Witter
Reynolds, Inc., dated as of (3)
October 28, 1988.
- -13. December 31, 1995 Annual Report to Limited Partners. (4)
(1) Incorporated by reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1.
(2) Incorporated by reference to Exhibit 10.02 of the Partnership's
Registration Statement on Form S-1.
(3) Incorporated by reference to Exhibit 10.01 of the Partnership's
Registration Statement on Form S-1.
(4) Filed herewith.
E-1
<PAGE>
Diversified
Futures
Fund II
December 31, 1995
Annual Report
[LOGO] DEAN WITTER
<PAGE>
DEAN WITTER
Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899
DIVERSIFIED FUTURES FUND II
ANNUAL REPORT
1995
Dear Limited Partner:
This marks the seventh annual report for the Dean Witter Diversified Futures
Fund II (the "Fund"). The Fund began the year at a Net Asset Value per Unit of
$2,610.40 and finished 1995 at $2,534.82, reflecting a loss of 2.9%. DFF II has
increased by 153.5% since it began trading in 1989 (a compound annualized
return of 14.3%).
Losses were recorded during January primarily as a result of trading in the
currency and financial futures markets. In currency trading, an upward move in
the value of most major European currencies relative to the U.S. dollar,
followed by an extremely sharp and sudden reversal late in the month, resulted
in Fund losses. Smaller losses were the result of trading global interest rate
futures. Trading gains were recorded in February and March as global financial
futures prices strengthened, resulting in profits for the Fund's long stock
index and bond futures positions. Additional gains during February and March
were experienced in currency trading due to a strengthening in the value of the
Japanese yen and most major European currencies versus the U.S. dollar.
The Fund posted profits during April as a result of a continued upward move in
global financial futures prices. Smaller gains were recorded from trading in
the currency and energy futures markets. Short-term volatile price movement in
the currency and energy markets resulted in losses for the Fund during May.
Additional losses were recorded from trendless price movement in base
<PAGE>
metals, as well as in soft commodities. Smaller trading gains recorded in
international interest rate futures offset a portion of these losses. During
June, international bond futures prices retreated from their previous four
month upward trend resulting in losses to the Fund. Additional losses were
recorded in the currency markets from transactions involving the Canadian
dollar, Japanese yen and most major European currencies.
Trendless price movement in a majority of the markets traded by the Fund
resulted in losses for the Fund during July. The most significant losses were
experienced in agricultural futures trading. Smaller losses were experienced
from trading in the financial, metals and energy futures markets. Smaller
losses were recorded in August as trading gains in the currency markets were
more than offset by losses in U.S. financial futures and commodities trading.
During September, currency trading resulted in losses due primarily to a sharp
and extremely significant reversal in the upward move of the U.S. dollar
relative to most European currencies on September 20 and 21. Energy futures
prices also reversed their previous upward move, resulting in additional losses
for the Fund.
Continued trendless price movement in energy futures resulted in losses for the
Fund during October. Additional losses were recorded in global financial
futures and soft commodities as prices in each of these markets moved without
consistent direction. During November, trendless price movement in the currency
markets early in the month, as well as in a majority of the other markets
traded, resulted in net losses for the Fund. Smaller gains recorded in
financial futures trading offset a portion of these losses. Energy prices broke
out of their previous trendless pattern and moved higher during December
enabling the Fund to record profits from long positions in oil and gas futures.
Additional gains during December
<PAGE>
were recorded in agricultural and financial futures as well as in soft
commodities trading.
Overall, 1995 proved to be a difficult year for the Fund as a result of
extended periods of short-term volatile price movement in a majority of
traditional commodities markets. Trading gains in the financial futures and
currency markets during 1995 offset a portion of the overall losses for the
Fund. We continue to believe Dean Witter Futures & Currency Management Inc.'s
(the Fund's sole trading advisor) diversified trading approach has served the
Fund well since its inception, and we are confident it will continue to do so
over the long-term.
Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation at Two World Trade Center, 62nd Floor,
New York, NY 10048, or your Dean Witter Account Executive.
I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.
Sincerely,
/s/ Mark J. Hawley
Mark J. Hawley
President
Demeter Management Corporation
General Partner
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEPENDENT AUDITORS' REPORT
The Limited Partners and the General Partner:
We have audited the accompanying statements of financial condition of Dean
Witter Diversified Futures Fund II L.P. (the "Partnership") as of December 31,
1995 and 1994 and the related statements of operations, changes in partners'
capital, and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Diversified Futures Fund II
L.P. as of December 31, 1995 and 1994 and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
February 21, 1996
New York, New York
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1994
---------- ----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading
accounts:
Cash 14,643,529 15,466,376
Net unrealized gain on open contracts 852,419 2,176,680
---------- ----------
Total Trading Equity 15,495,948 17,643,056
Interest receivable (DWR) 54,267 67,184
---------- ----------
Total Assets 15,550,215 17,710,240
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 781,248 368,942
Accrued brokerage fee (DWR) 116,587 132,803
Accrued management fee (DWFCM) 38,862 44,268
Accrued transaction fees and costs 5,241 3,173
Accrued incentive fee (DWFCM) 3,299 213,568
---------- ----------
Total Liabilities 945,237 762,754
---------- ----------
PARTNERS' CAPITAL
Limited Partners (5,657.751 and 6,388.295 Units,
respectively) 14,341,357 16,676,005
General Partner (104 Units) 263,621 271,481
---------- ----------
Total Partners' Capital 14,604,978 16,947,486
---------- ----------
Total Liabilities and Partners' Capital 15,550,215 17,710,240
========== ==========
NET ASSET VALUE PER UNIT 2,534.82 2,610.40
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
-------------------------------
1995 1994 1993
---------- --------- ---------
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 2,142,749 1,613,912 2,770,530
Net change in unrealized (1,324,261) 861,395 657,806
---------- --------- ---------
Total Trading Results 818,488 2,475,307 3,428,336
Interest income (DWR) 738,238 562,625 440,124
---------- --------- ---------
Total Revenues 1,556,726 3,037,932 3,868,460
---------- --------- ---------
EXPENSES
Brokerage fee (DWR) 1,522,301 1,502,699 1,742,946
Management fee (DWFCM) 507,434 500,900 552,855
Transaction fees and costs 132,583 129,572 163,581
Incentive fee (DWFCM) (195,018) 51,320 145,343
---------- --------- ---------
Total Expenses 1,967,300 2,184,491 2,604,725
---------- --------- ---------
NET INCOME (LOSS) (410,574) 853,441 1,263,735
========== ========= =========
Net Income (Loss) Allocation:
Limited Partners (402,714) 839,933 1,240,009
General Partner (7,860) 13,508 23,726
Net Income (Loss) per Unit:
Limited Partners (75.58) 133.96 169.48
General Partner (75.58) 133.96 169.48
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
----------- ---------- ------- ----------
$ $ $
<S> <C> <C> <C> <C>
Partners' Capital, December
31, 1992 7,445.582 16,853,690 322,975 17,176,665
Net Income -- 1,240,009 23,726 1,263,735
Redemptions (396.695) (984,290) -- (984,290)
--------- ---------- ------- ----------
Partners' Capital, December
31, 1993 7,048.887 17,109,409 346,701 17,456,110
Net Income -- 839,933 13,508 853,441
Redemptions (556.592) (1,273,337) (88,728) (1,362,065)
--------- ---------- ------- ----------
Partners' Capital,
December 31, 1994 6,492.295 16,676,005 271,481 16,947,486
Net Loss -- (402,714) (7,860) (410,574)
Redemptions (730.544) (1,931,934) -- (1,931,934)
--------- ---------- ------- ----------
Partners' Capital
December 31, 1995 5,761.751 14,341,357 263,621 14,604,978
========= ========== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (410,574) 853,441 1,263,735
Noncash item included in net income
(loss):
Net change in unrealized 1,324,261 (861,395) (657,806)
(Increase) decrease in
operating assets:
Interest receivable (DWR) 12,917 (30,869) 4,968
Increase (decrease) in
operating liabilities:
Accrued brokerage fee (DWR) (16,216) (2,587) (13,225)
Accrued management fee (DWFCM) (5,406) (862) (1,312)
Accrued transaction fees and costs 2,068 (426) (251)
Accrued incentive fee (DWFCM) (210,269) (4,382) (488,548)
---------- ---------- ----------
Net cash provided by (used for) operating
activities 696,781 (47,080) 107,561
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in redemptions
payable 412,306 171,494 (301,203)
Redemptions of units (1,931,934) (1,362,065) (984,290)
---------- ---------- ----------
Net cash used for financing activities (1,519,628) (1,190,571) (1,285,493)
---------- ---------- ----------
Net decrease in cash (822,847) (1,237,651) (1,177,932)
Balance at beginning of period 15,466,376 16,704,027 17,881,959
---------- ---------- ----------
Balance at end of period 14,643,529 15,466,376 16,704,027
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--Dean Witter Diversified Futures Fund II L.P. (the "Partnership")
was organized to engage in the speculative trading of commodity futures
contracts and futures related contracts including forward contracts on foreign
currencies. The general partner is Demeter Management Corporation (the "General
Partner"). The commodity broker is Dean Witter Reynolds Inc. ("DWR"). The
Trading Manager is Dean Witter Futures & Currency Management Inc. ("DWFCM").
DWR, DWFCM and the General Partner are wholly-owned subsidiaries of Dean
Witter, Discover & Co.
The General Partner is required to maintain a 1% minimum interest in the equity
of the Partnership and income (losses) are shared by the General and Limited
Partners based upon their proportional ownership interests.
BASIS OF ACCOUNTING--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial statements.
REVENUE RECOGNITION--Commodity futures contracts and other commodity 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
pays the Partnership interest income based upon 80% of the average daily Net
Assets for the month at a rate equal to the average yield on 13-Week U.S.
Treasury Bills issued during such month. For purposes of such interest
payments, Net Assets do not include monies due the Partnership on forward
contracts and other commodity 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 COMMODITY FUTURES TRADING ACCOUNTS--The Partnership's asset "Equity
in Commodity futures trading accounts" consists of cash on deposit at DWR to be
used as margin for trading and the net asset or liability related to unrealized
gains or losses on open contracts. The asset or liability related to the
unrealized gains or losses on forward contracts is presented as a net amount
because the Partnership has a master netting agreement with DWR.
BROKERAGE FEES AND RELATED TRANSACTION FEES AND COSTS--The monthly brokerage
fee is equal to 3/4 of 1% per month of the Partnership's adjusted month-end Net
Assets, as defined in the Limited Partnership Agreement, that are allocated for
commodity trading.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Through September 30, 1993, the monthly brokerage fee was equal to 4/5 of 1%.
Transaction fees and costs are accrued on a half-turn basis.
OPERATING EXPENSES--The Partnership incurs a monthly management fee and may
incur an incentive fee. The General Partner and/or DWR bear 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 the 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 the General Partner. No distributions
have been made to date.
REDEMPTIONS--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit effective as of the last day of any calendar
quarter upon five business days advance notice by redemption form to the
General Partner.
DISSOLUTION OF THE PARTNERSHIP--The Partnership will terminate on December 31,
2025 or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.
2. RELATED PARTY TRANSACTIONS
Under its Customer Agreement with DWR, the Partnership pays a monthly brokerage
fee to DWR as described in Note 1. The Partnership's cash is on deposit with
DWR in commodity trading accounts to meet margin requirements as needed. DWR
pays interest on these funds as described in Note 1.
The General Partner, on behalf of the Partnership and itself, has entered into
a Management Agreement with DWFCM to make all trading decisions for the
Partnership.
Compensation to DWFCM by the Partnership consists of a management fee and an
incentive fee as follows:
MANAGEMENT FEE--The management fee is accrued daily at the rate of 1/4 of 1%
per month of the Net Assets, as defined in the Management Agreement, at each
month-end.
INCENTIVE FEE--The Partnership will pay an annual incentive fee to DWFCM equal
to 15% of the "Trading Profits", as defined in the Management Agreement, earned
by the Partnership as of the end of each annual incentive period ending January
31. Such incentive fee is accrued in each month in which "Trading Profits"
occur. In those months in which "Trading Profits" are negative, previous
accruals, if any, during the incentive period will be reduced.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
3. FINANCIAL INSTRUMENTS
The Partnership trades futures and forward contracts in interest rates, stock
indices, commodities, currencies, petroleum, and precious metals. 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. At December 31, 1995 and 1994, open contracts were:
<TABLE>
<CAPTION>
CONTRACT OR NOTIONAL AMOUNT
---------------------------
1995 1994
------------- -------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS
Financial Futures:
Commitments to Purchase 68,504,000 6,148,000
Commitments to Sell -- 44,993,000
Commodity Futures:
Commitments to Purchase 32,009,000 12,028,000
Commitments to Sell 4,857,000 9,351,000
Foreign Futures:
Commitments to Purchase 50,355,000 2,012,000
Commitments to Sell 3,536,000 6,798,000
OFF-EXCHANGE-TRADED FORWARD
CURRENCY CONTRACTS
Commitments to Purchase 49,215,000 33,674,000
Commitments to Sell 55,478,000 60,428,000
</TABLE>
A portion of the amounts indicated as off-balance-sheet risk in forward foreign
currency contracts is due to offsetting forward commitments to purchase and to
sell the same currency on the same date in the future. These commitments are
economically offsetting, but are not offset in the forward market until the
settlement date.
The unrealized gains on open contracts are reported as a component of "Equity
in Commodity futures trading accounts" on the Statements of Financial Condition
and totaled $852,419 and $2,176,680 at December 31, 1995 and 1994,
respectively.
Of the $852,419 net unrealized gain on open contracts at December 31, 1995,
$1,413,016 related to exchange-traded futures contracts and $(560,597) related
to off-exchange-traded forward currency contracts. Of the $2,176,680 net
unrealized gain on open contracts at December 31, 1994, $1,710,196 related to
exchange-traded futures contracts and $466,484 related to off-exchange-traded
forward currency contracts.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
Exchange-traded futures contracts held by the Partnership at December 31, 1995
and 1994 mature through September 1996 and June 1995, respectively. Off-
exchange-traded forward currency contracts held by the Partnership at December
31, 1995 and 1994 mature through February 1996 and March 1995, respectively.
The contract amounts in the above table represent the Partnership's extent of
involvement in the particular class of financial instrument, but not the credit
risk associated with counterparty nonperformance. The credit risk associated
with these instruments is limited to the amounts reflected in the Partnership's
Statements of Financial Condition.
The Partnership also has credit risk because the sole counterparty, with
respect to most of the Partnership's assets, is DWR. Exchange-traded futures
contracts are marked to market on a daily basis, with variations in value
settled on a daily basis. DWR, as the futures commission merchant for all of
the Partnership's exchange-traded futures contracts, is required pursuant to
regulations of the Commodity Futures Trading Commission to segregate from its
own assets, and for the sole benefit of its commodity customers, all funds held
by DWR with respect to exchange-traded futures contracts including an amount
equal to the net unrealized gain on all open futures contracts which funds
totaled $16,056,545 and $17,176,572 at December 31, 1995 and 1994,
respectively. With respect to the Partnership's 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 Partnership is at risk to the ability of DWR,
the counterparty on all of such contracts, to perform.
For the year ended December 31, 1995, the average fair value of financial
instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
ASSETS LIABILITIES
---------- -----------
$ $
EXCHANGE-TRADED CONTRACTS:
<S> <C> <C>
Financial Futures 25,157,000 13,498,000
Commodity Futures 13,763,000 6,544,000
Foreign Futures 28,482,000 9,500,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS: 38,007,000 47,623,000
</TABLE>
<PAGE>
DEAN WITTER REYNOLDS INC.
Two World Trade Center
62nd Floor
New York, NY 10048
FIRST-CLASS MAIL
ZIP + 4 PRESORT
U.S. POSTAGE PAID
BROOKLYN, NY
PERMIT NO. 148
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Dean Witter
Diversified Futures Fund II L.P. and is qualified in its entirety by references
to such financial instruments.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 14,643,529
<SECURITIES> 0
<RECEIVABLES> 54,267
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,550,215<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 15,550,215<F2>
<SALES> 0
<TOTAL-REVENUES> 1,556,726<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,967,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (410,714)
<INCOME-TAX> 0
<INCOME-CONTINUING> (410,714)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (410,714)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net unrealized
loss on open contracts of $852,419.
<F2>Liabilities include redemptions payable of $781,248, accrued incentive
fees of $3,299, accrued management fees of $38,862.
<F3>Total revenues includes realized trading revenue of $2,142,749, net change
in unrealized of ($1,324,261) and interest income of $738,238.
</FN>
</TABLE>
