<PAGE>
[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT APPEARS HERE]
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Dean Witter Spectrum Strategic L.P.
Dean Witter Spectrum Technical L.P.
Dean Witter Spectrum Balanced L.P.
Units of Limited Partnership Interest
SEC File No. 333-3222
----------------------------------------
Dear Sirs:
On behalf of the above-referenced Registrants, we enclosed for
filing, pursuant to Rule 424(b)(3) of the Securities Act of 1933, (i) the final
form of Prospectus dated April 30, 1996, and (ii) three supplements to the final
form of Prospectus relating to the above-referenced offering of Units of Limited
Partnership Interest in the Registrants.
If you have any questions regarding the enclosed, please contact me
at (212) 504-6748.
Very truly yours,
/s/ Brian T. Peyton
Brian T. Peyton
BTP:bcy
Enclosures
cc: Mr. Mark J. Hawley
Michael T. Gregg, Esq.
Edwin L. Lyon, Esq.
<PAGE>
DEAN WITTER SPECTRUM SERIES
12,500,000 UNITS OF DEAN WITTER SPECTRUM STRATEGIC L.P.
18,000,000 UNITS OF DEAN WITTER SPECTRUM TECHNICAL L.P.
8,000,000 UNITS OF DEAN WITTER SPECTRUM BALANCED L.P.
---------------
The Dean Witter Spectrum Series (the "Spectrum Series") are three commodity
pool limited partnerships formed under the laws of the State of Delaware
engaged primarily 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, precious and
industrial metals, energy products, and agriculturals, as more fully described
herein (hereinafter referred to collectively as "futures interests"). The
three partnerships that comprise the Spectrum Series are Dean Witter Spectrum
Strategic L.P. ("Spectrum Strategic"), Dean Witter Spectrum Technical L.P.
("Spectrum Technical"), and Dean Witter Spectrum Balanced L.P. ("Spectrum
Balanced") (individually, a "Partnership," and collectively, the
"Partnerships"). Demeter Management Corporation, is the general partner of
each Partnership (the "General Partner"). In the future, the Spectrum Series
may be expanded to include newly organized limited partnerships.
THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK. THESE
SECURITIES ARE SUITABLE FOR INVESTMENT ONLY BY A PERSON WHO CAN AFFORD TO LOSE
HIS ENTIRE INVESTMENT. SEE "SUMMARY OF THE PROSPECTUS--INVESTMENT
REQUIREMENTS" (PAGE 1), "RISK FACTORS" (PAGE 13), AND "CONFLICTS OF INTEREST"
(PAGE 19).
The Partnerships are not mutual funds or any other type of investment
company within the meaning of the Investment Company Act of 1940, as amended,
and are not subject to regulation thereunder.
An investment in the Partnerships involves significant risks, including the
following:
. Futures interests trading is speculative and volatile, and an investor
could lose all or a substantial part of his investment.
. Substantial charges to each of Spectrum Strategic, Spectrum Technical and
Spectrum Balanced by the trading managers and DWR (in order to avoid
depletion or exhaustion of its assets, each Partnership must earn annual
trading profits (after taking into account estimated interest income based
upon current rates of 5%) of 8.75%, 8.78% and 2.24%, respectively, of its
annual average "Net Assets" (as defined herein)). Investors should see
"Break Even Analysis" on page 27 for the effect of redemption charges
which are not included in the above figures.
. No secondary market for Units exists. Units may be redeemed monthly only
after the end of the sixth month following the closing at which an
investor first became a Limited Partner in the Spectrum Series. A Unit
redeemed at or prior to the two year anniversary following the closing at
which such Unit was issued may be subject to redemption charges. Certain
market conditions may result in possible delays in, or inability to pay,
redemptions.
. Conflicts of interest between and among the General Partner, DWR, the
trading managers, their affiliates, and each Partnership may adversely
affect the trading performance of such Partnership. See "Conflicts of
Interest."
. Each Partnership's profitability is largely dependent on the collective
performance of its trading managers.
. While the General Partner does not intend to make any distributions,
profits earned by a Partnership in any year will result in taxable income
to investors.
<TABLE>
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<CAPTION>
PRICE TO THE SELLING PROCEEDS TO THE
PUBLIC COMMISSIONS PARTNERSHIPS
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<S> <C> <C> <C>
Per Unit................................... $ (1)(2) (1)(2)(3) (1)(2)(3)
- ------------------------------------------------------------------------------------
12,500,000 Units of Spectrum Strategic..... $ (1)(2) (1)(2)(3) $(1)(2)(3)
- ------------------------------------------------------------------------------------
18,000,000 Units of Spectrum Technical..... $ (1)(2) (1)(2)(3) $(1)(2)(3)
- ------------------------------------------------------------------------------------
8,000,000 Units of Spectrum Balanced....... $ (1)(2) (1)(2)(3) $(1)(2)(3)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
</TABLE>
Cover page continued and notes to the above table on Page i
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 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.
DEAN WITTER REYNOLDS INC.
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1996.
<PAGE>
The Partnerships are soliciting subscriptions for up to approximately
8,239,715, 13,380,498 and 5,957,339 unsold Units of Spectrum Strategic,
Spectrum Technical, and Spectrum Balanced respectively, on a continuing basis
(the "Continuing Offering"). During the Continuing Offering, Units of each
Partnership are being offered for sale at monthly closings to be held as of the
last day of each month ("Monthly Closings") at a purchase price per Unit equal
to 100% of the "Net Asset Value" (assets less liabilities, divided by number of
Units) of the Partnership that sells the Unit. An amount equal to 100% of the
Net Asset Value of each Unit sold at a Monthly Closing will be delivered to the
Partnership which sold the Unit. The minimum initial subscription for most
subscribers is $5,000 or $2,000 in the case of an Individual Retirement
Account. The $5,000 minimum subscription may be satisfied by purchasing Units
of one or more Partnerships, except that the minimum subscription for any one
Partnership is $1,000. The minimum subscription per Partnership for subscribers
who already own Units and desire to make additional investments in any
Partnership is $500. See "Investment Requirements."
As of February 29, 1996, Spectrum Strategic had Net Assets of $34,194,063 and
the Net Asset Value of a Unit thereof was $10.29; Spectrum Technical had Net
Assets of $66,561,872 and the Net Asset Value of a Unit thereof was $11.28; and
Spectrum Balanced had Net Assets of $15,767,701 and the Net Asset Value of a
Unit thereof was $11.16.
Subject to certain limitations, the Partnerships will allow their Limited
Partners to shift their investments among the Partnerships by permitting a
Limited Partner to redeem Units in a Partnership and, with the proceeds of such
redemption, purchase Units of one or more other Partnerships at a price equal
to the Net Asset Value thereof (hereafter referred to as a "Series Exchange").
See "Exchange Privilege."
Notes to table on front cover page:
(1) During the Continuing Offering, Units of each Partnership will be offered
for sale at Monthly Closings at a purchase price per Unit equal to 100% of
the Net Asset Value of a Unit of such Partnership as of the close of business
on the date of the applicable Monthly Closing. The minimum initial
subscription for most subscribers is $5,000 or $2,000 in the case of an
Individual Retirement Account. The $5,000 minimum subscription may be
satisfied by purchasing Units of one or more Partnerships, except that the
minimum subscription for any one Partnership is $1,000. The minimum
subscription per Partnership for subscribers who already own Units and desire
to make additional investments in any Partnership is $500.
No underwriting compensation or selling commissions will be paid out of the
proceeds of any Monthly Closing. However, except as provided below,
employees of DWR will receive from DWR (payable solely from its own funds)
gross sales credit equal to 3% of the Net Asset Value per Unit as of the
applicable closing for each Unit sold by them and issued at such closing.
Commencing with (i) the seventh month after the closing at which a Unit of
Spectrum Strategic and Spectrum Technical is issued, (ii) the tenth month
after the closing at which a Unit of Spectrum Balanced is issued, or (iii)
the first month after any Unit is issued pursuant to a Non-Series Exchange
(as defined below) and continuing until such Partnership terminates, an
employee of DWR who sold such Unit and who is properly registered with the
Commodity Futures Trading Commission ("CFTC") and has passed the Series 3 or
Series 31 examination or was "grandfathered" as an associated person
qualified to do commodity brokerage also will receive from DWR (payable
solely from its own funds) gross sales credit of up to 72% of the brokerage
fees which have been received by DWR from the Partnership each month that
are attributable to such outstanding Unit. Such continuing compensation is
to be paid in recognition of the employee's continuing services to the
Limited Partners. For a description of all such continuing services, see
"Plan of Distribution." The Selling Agreement among DWR and the Partnerships
provides that such compensation may only be paid by DWR as long as such
services are provided. Such continuing compensation paid by DWR may be
deemed to be underwriting compensation. No person will receive the
continuing compensation described above who is not a DWR employee at the
time of receipt of payment.
DWR will not pay to its employees the 3% gross sales credit described above
with respect to Units purchased pursuant to a Series Exchange or by an
eligible subscriber with the proceeds of a redemption of all or a portion of
such subscriber's interest in any other commodity pool for which the General
Partner serves as the general partner and commodity pool operator (a "Non-
Series Exchange"). In order to be eligible to purchase Units pursuant to a
Non-Series Exchange, an investor must purchase Units with the proceeds of a
redemption from another commodity pool for which the General Partner serves
as the general partner and commodity pool operator on the date of the
Monthly Closing as of which the redemption from such other commodity pool
becomes effective. Such employees will receive gross sales credits with
respect to brokerage fees which are charged to a Partnership which are
comparable to the gross sales credit which was received by such employees
with respect to such other commodity pools.
DWR, with the approval of the General Partner, may appoint as its agent to
make offers and sales of Units any additional selling agent ("Additional
Seller") which is a member of the National Association of Securities
Dealers, Inc. ("NASD") or, under certain conditions, a foreign person as
described under "Plan of Distribution." DWR may compensate any Additional
Seller for each Unit sold by it by paying such Additional Seller a selling
commission, payable by DWR solely from its own funds, not to exceed 3% of
the Net Asset Value of such Unit. Additional Sellers who are properly
registered with the CFTC may receive from DWR continuing compensation for
providing to Limited Partners the continuing services
(i)
<PAGE>
referred to above. Such continuing compensation paid by DWR may be up to 35%
of the brokerage fees attributable to outstanding Units sold by such
Additional Sellers and received by DWR as commodity broker for each
Partnership. Additional Sellers may pay all or a portion of such continuing
compensation to their employees who have sold Units and provide continuing
services to Limited Partners if such employees are properly registered with
the CFTC. Such continuing compensation paid by DWR may be deemed to be
underwriting compensation. See "Plan of Distribution."
No part of the compensation described above will be paid by a Partnership
and, accordingly, Net Assets will not be reduced as a result of such
compensation. DWR has agreed to indemnify any Additional Seller against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended. DWR will be indemnified by each Partnership against
certain civil liabilities.
(2) Subscriptions received during the Continuing Offering and not immediately
rejected by the General Partner will be held in escrow by Chemical Bank (the
"Escrow Agent"), and invested solely in the Escrow Agent's interest-bearing
money market account. Interest will be earned on subscription funds from the
day of deposit of such funds with the Escrow Agent to the day that such funds
are either accepted or rejected by the General Partner will be credited to
the subscribers' customer accounts with DWR. Any subscription received by DWR
on the last five business days of a month and not rejected may be held in
escrow until the second Monthly Closing immediately following receipt of such
subscription. The General Partner will determine to accept or reject a
subscription generally within 10 days of the receipt of a complete and
executed Subscription and Exchange Agreement and Power of Attorney. See "Plan
of Distribution."
(3) DWR paid all of the costs incurred in connection with the organization of
the Partnerships and the initial offering of Units. Pursuant to the Selling
Agreement among DWR, the General Partner and the Partnerships, DWR pays all
of the costs incurred in connection with the Continuing Offering. Such costs
will include legal, accounting, and auditing fees, printing costs, filing
fees, escrow fees, marketing costs and expenses, and other related expenses
incurred in connection with the offering of Units. The Partnerships will not
reimburse DWR for any such organizational and offering costs, and while DWR
may recoup such costs from brokerage fees paid by the Partnerships, the
Partnerships will not be liable for any such costs at any time. Investments
by subscribers are not subject to any upfront fees, commissions or expenses
and, therefore, 100% of the proceeds of the Continuous Offering are available
for investment in each Partnership. The number of units sold of each
Partnership will have no effect on the Net Asset Value per Unit of such
Partnership.
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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.
---------------
The Partnerships are subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith file, or will file,
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at the SEC's office at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the regional offices described above at
prescribed rates.
The Partnerships have filed with the SEC, in Washington, D.C., a Registration
Statement on Form S-1 under the Securities Act of 1933 with respect to the
Units offered hereby. This Prospectus does not contain all the information
included in the Registration Statement, certain items of which are omitted in
accordance with the Rules and Regulations of the SEC. For further information
about the Partnerships and the Units offered hereby, reference is made to the
Registration Statement and the exhibits thereto.
The Partnerships must furnish all Limited Partners annual and monthly reports
complying with CFTC requirements. The annual reports will contain audited, and
the monthly reports unaudited, financial information. The audited financial
statements will be examined and reported upon by independent certified public
accountants.
(ii)
<PAGE>
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 THIS POOL
BEGINNING AT PAGE 23 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO
BREAK EVEN, THAT IS TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE
27.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT BEGINNING AT PAGE 13.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL 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 THE POOL MAY
BE EFFECTED.
(iii)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Risk Disclosure Statement................................................. iii
Summary of the Prospectus................................................. 1
Investment Requirements.................................................. 1
Additional Information................................................... 2
The Dean Witter Spectrum Series.......................................... 2
The Offering............................................................. 9
Risk Factors.............................................................. 13
Risks Relating to Futures Interests Trading and the Futures Interests
Markets................................................................. 13
Risks Relating to the Partnerships and the Offering of Units............. 15
Risks Relating to the Trading Managers................................... 16
Taxation Risks........................................................... 18
Conflicts of Interest..................................................... 19
Relationship of the General Partner to the Commodity Broker.............. 19
Accounts of Affiliates of the General Partner............................ 20
Management of Other Accounts by the Trading
Managers................................................................ 20
Customer Agreement with DWR.............................................. 21
Other Commodity Pools.................................................... 21
Fiduciary Responsibility.................................................. 21
Description of Charges to Each Partnership................................ 23
1. Trading Managers...................................................... 24
2. Commodity Broker...................................................... 26
3. Break Even Analysis................................................... 27
Investment Program, Use of Proceeds and Trading Policies.................. 29
Differences Among the Spectrum Series.................................... 30
Spectrum Strategic....................................................... 31
Spectrum Technical....................................................... 31
Spectrum Balanced........................................................ 32
New Partnerships......................................................... 33
Trading Policies......................................................... 33
The Spectrum Series....................................................... 35
Selected Financial Data................................................... 39
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 41
Capitalization............................................................ 47
The General Partner....................................................... 48
Directors and Officers of the General Partner............................ 49
Description and Performance Information of Commodity Pools Operated by
the General Partner..................................................... 50
The Trading Managers...................................................... 58
Introduction............................................................. 58
General Description of Trading Approaches................................ 58
Dean Witter Spectrum Strategic L.P. ..................................... 60
Blenheim Investments, Inc. ............................................. 60
A. Gary Shilling & Co., Inc. ........................................... 69
Willowbridge Associates Inc. ........................................... 74
Dean Witter Spectrum Technical L.P. ..................................... 83
Campbell & Company, Inc. ............................................... 83
Chesapeake Capital Corporation.......................................... 89
John W. Henry & Co., Inc. .............................................. 97
Dean Witter Spectrum Balanced L.P. ...................................... 118
RXR, Inc. .............................................................. 118
Supplementary Performance Information.................................... 135
The Management Agreements................................................. 137
Term..................................................................... 137
Liability and Indemnification............................................ 137
Obligations to a Partnership............................................. 137
</TABLE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Exchange Privilege...................................................... 138
Redemptions............................................................. 138
The Commodity Broker.................................................... 141
Description of the Commodity Broker.................................... 141
Brokerage Arrangements................................................. 141
The Futures, Options and Forwards Markets............................... 142
Futures Contracts...................................................... 142
Forward Contracts...................................................... 142
Options on Futures..................................................... 142
Hedgers and Speculators................................................ 143
Commodity Exchanges.................................................... 143
Speculative Position Limits............................................ 144
Daily Limits........................................................... 144
Regulations............................................................ 144
Margins................................................................ 145
The Limited Partnership Agreements...................................... 146
Nature of the Partnerships............................................. 146
Management of Partnership Affairs...................................... 146
Sharing of Profits and Losses.......................................... 147
Restrictions on Transfers or Assignments............................... 147
Amendments; Meetings................................................... 148
Reports to Limited Partners............................................ 149
Plan of Distribution.................................................... 150
Subscription Procedure.................................................. 151
Purchases by Employee Benefit Plans--ERISA Considerations............... 153
Material Federal Income Tax Considerations.............................. 154
Introduction........................................................... 154
Partnership Status..................................................... 154
Partnership Taxation................................................... 155
Cash Distributions and Redemptions..................................... 155
Gain or Loss on Trading Activity....................................... 155
Taxation of Limited Partners........................................... 157
Tax Audits............................................................. 160
State and Local Income Tax Aspects...................................... 161
Potential Advantages.................................................... 161
Legal Matters........................................................... 162
Experts................................................................. 162
Additional Information.................................................. 162
Glossary................................................................ 163
Certain Terms and Definitions.......................................... 163
Blue Sky Glossary...................................................... 164
Dean Witter Spectrum Balanced L.P.
Dean Witter Spectrum Strategic L.P.
Dean Witter Spectrum Technical L.P. .................................... F- 1
Independent Auditors' Report
Statements of Financial Condition
Statements of Operations
Statements of Changes in Partners' Capital
Statements of Cash Flows
Notes to Financial Statements.......................................... F-13
Demeter Management Corporation.......................................... F-18
Independent Auditors' Report
Statements of Financial Condition
Notes to Statements of Financial Condition............................. F-20
(certain information relating to the financial condition of Demeter
Management Corporation's parent is contained in "The General Partner")
Exhibit A--Form of Limited Partnership Agreement........................ A- 1
Annex--Request for Redemption.......................................... A-19
Exhibit B--Specimen Form of Subscription and Exchange Agreement and
Power of Attorney...................................................... B- 1
</TABLE>
(iv)
<PAGE>
SUMMARY OF THE PROSPECTUS
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1996.
The following is a summary of this Prospectus. This Prospectus contains more
detailed information, and this summary is qualified in its entirety by the
information appearing elsewhere herein.
INVESTMENT REQUIREMENTS
The minimum investment for most subscribers is $5,000, except that the
minimum investment is: (a) $2,000 in the case of an Individual Retirement
Account ("IRA"); or (b) for eligible subscribers who, pursuant to an Exchange
Agreement and Power of Attorney, redeem units of limited partnership interest
in any other commodity pool for which the General Partner serves as the general
partner and commodity pool operator and use the proceeds of such redemption
(less any applicable redemption charges) to purchase Units (each of such
purchases are hereinafter referred to as a "Non-Series Exchange"), the lesser
of (i) $5,000 (or $2,000 in the case of IRAs), (ii) the proceeds from the sale
of five units (or two units in the case of IRAs), or (iii) the proceeds from
the redemption of such subscriber's entire interest in such other commodity
pool. In order to be eligible to purchase Units pursuant to a Non-Series
Exchange, an investor must purchase Units at the Monthly Closing (as defined
below) held as of the date on which the redemption from the other commodity
pool becomes effective. The specified minimum investment may be for Units of
Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., or
Dean Witter Spectrum Balanced L.P., or any combination of the foregoing, except
that the minimum subscription (other than in the case of a Non-Series Exchange)
for any of the three Partnerships is $1,000. In the case of a Non-Series
Exchange, the minimum subscription for any Partnership is one Unit. See
"Purchases by Employee Benefit Plans--ERISA Considerations" and "Subscription
Procedure" for special requirements applicable to purchases by IRAs and other
employee benefit plans. The minimum subscription per Partnership for
subscribers who already own Units and desire to make an additional investment
in any Partnership is $500.
Subscribers should be aware that there are minimum net worth and/or annual
income suitability standards which must be met in order to subscribe for Units.
Each subscriber must represent and warrant in a Subscription Agreement and
Power of Attorney that such subscriber has received this Prospectus and that
such subscriber meets the applicable State minimum financial suitability
standard set forth in the Subscription and Exchange Agreement and Power of
Attorney (the "Subscription Agreement") (which may require a greater minimum
investment), and may be required to provide additional information regarding
the subscriber's background and investment history. Dean Witter Reynolds Inc.
and its account executives have a duty to determine that this is a suitable
investment for the subscriber. Unless otherwise specified in the Subscription
Agreement under "State Suitability Requirements," a subscriber must have
either: (a) a net worth of at least $75,000 (exclusive of home, furnishings,
and automobiles), or (b) a net worth of at least $30,000 (exclusive of home,
furnishings, and automobiles) and an annual income of at least $30,000.
Certain jurisdictions impose more restrictive suitability and/or minimum
investment requirements than those set forth above, including requirements for
a higher net worth, a higher annual income, or both. A list of such
jurisdictions and the restrictions imposed is included in the Subscription
Agreement under the heading "State Suitability Requirements." A specimen form
of the Subscription Agreement is annexed hereto as Exhibit B. Separate
execution copies of the Subscription Agreement can be obtained from a local
Dean Witter Reynolds Inc. branch office.
All subscriptions for Units are irrevocable by subscribers, and the General
Partner may, in its sole discretion, reject any subscription in whole or in
part. There are significant restrictions on the ability of a Limited Partner to
redeem Units, and although the Limited Partnership Agreement of each
Partnership permits the transfer of Units subject to certain conditions, there
is no public market for the Units and none is likely to develop. Therefore, a
purchaser of Units must be able to bear the economic risks of an investment in
the Partnership for a significant period of time. See "The Limited Partnership
Agreements--Restrictions on Transfers or Assignments" and "Redemptions."
1
<PAGE>
ADDITIONAL INFORMATION
In addition to this Prospectus, a sales brochure and introductory letters
prepared by DWR may be delivered with this Prospectus or may be obtained from a
DWR account executive or by writing to Dean Witter Reynolds Inc., Two World
Trade Center, 62nd Floor, New York, New York, 10048.
THE DEAN WITTER SPECTRUM SERIES
The Dean Witter Spectrum Series (the "Spectrum Series") consists of three
Delaware limited partnerships, each formed to engage primarily in 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, (hereinafter referred to
collectively as "futures interests"). The Spectrum Series consists of Dean
Witter Spectrum Strategic L.P. ("Spectrum Strategic"), Dean Witter Spectrum
Technical L.P. ("Spectrum Technical"), and Dean Witter Spectrum Balanced L.P.
("Spectrum Balanced") (individually, a "Partnership," and collectively, the
"Partnerships"). Each Partnership was organized as a limited partnership on
April 29, 1994 under the Delaware Revised Uniform Limited Partnership Act (the
"Partnership Act"). The offices of each Partnership are located at Two World
Trade Center, 62nd Floor, New York, New York 10048, telephone (212) 392-8899.
The taxable year for each Partnership is the calendar year. A Partnership will
terminate upon the first to occur of the following: (a) December 31, 2035; (b)
an election of Limited Partners owning more than 50% of its outstanding Units;
(c) the withdrawal, insolvency, bankruptcy, dissolution, liquidation or
termination of the General Partner unless a new general partner has been
elected; (d) the occurrence of any event which shall make it unlawful for the
existence of the Partnership to be continued; (e) 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; (f) a decline in the Partnership's
aggregate Net Assets as of the close of business (as determined by the General
Partner) on any day to or below $250,000; (g) a determination by the General
Partner upon 60 days' notice to the Limited Partners to terminate the
Partnership; or (h) a determination by the General Partner to terminate the
Partnership following a Special Redemption Date. See "The Limited Partnership
Agreements--Term of the Partnerships."
Units of each Partnership are publicly offered for sale on a continuous basis
to investors at Monthly Closings. See "Subscription Procedure."
In the future, the Spectrum Series may be expanded to include newly organized
limited partnerships.
Each Partnership trades pursuant to the trading systems, methods and
strategies utilized by the trading managers retained by the General Partner for
such Partnership, as described more fully in "Differences Among the Spectrum
Series" and "The Trading Managers." Although the General Partner believes that
each Partnership offers its Limited Partners a different trading approach and,
correspondingly, a different potential rate of return on their investment, all
speculative trading of futures interests is inherently risky and there can be
no assurance that a Partnership can achieve a desired rate of return or
effectively reduce the risk arising from an investment in such Partnership.
Based on the annual fees and expenses of Spectrum Strategic, Spectrum
Technical and Spectrum Balanced, each Partnership must earn annual trading
profits (after taking into account estimated interest income based upon current
rates of 5%) of 8.75%, 8.78% and 2.24%, respectively, of such Partnership's
annual average Net Assets in order to avoid depletion or exhaustion of its
assets. Investors should see "Break Even Analysis" on page 27 for the effect of
redemption charges which are not included in the above figures. See
"Description of Charges to Each Partnership." By reason of the foregoing,
investors should consider an investment in the Partnerships as a long-term
investment.
DEAN WITTER SPECTRUM STRATEGIC L.P.
Spectrum Strategic seeks as its investment objective to generate long term
capital appreciation and portfolio diversification through speculative trading
of futures interests by trading managers who employ discretionary trading
approaches in making trading decisions. The trading managers for Spectrum
Strategic will be Blenheim Investments, Inc. ("Blenheim"), A. Gary Shilling &
Co., Inc. ("Shilling & Co.") and Willowbridge Associates Inc. ("Willowbridge").
See "The Trading Managers--Dean Witter Spectrum Strategic L.P." for information
regarding the trading managers, their trading approaches and past performance.
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<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
Spectrum Technical seeks as its investment objective to generate long term
capital appreciation and portfolio diversification through speculative trading
of futures interests by trading managers who use technically-based trend
following trading systems. The trading managers for Spectrum Technical will be
Campbell & Company, Inc. ("Campbell"), Chesapeake Capital Corporation
("Chesapeake") and John W. Henry & Co., Inc. ("JWH"). See "The Trading
Managers--Dean Witter Spectrum Technical L.P." for information regarding the
trading managers, their trading approaches and past performance.
DEAN WITTER SPECTRUM BALANCED L.P.
Spectrum Balanced seeks as its objective long term capital appreciation and
portfolio diversification through speculative trading of futures interests by
its trading manager employing a balanced portfolio program which uses the
futures markets for representative participation in stocks and bonds, along
with a traditional managed futures component. The trading manager for Spectrum
Balanced is RXR, Inc. ("RXR"). See "The Trading Managers--Dean Witter Spectrum
Balanced L.P." for information regarding the trading manager, its trading
approach and past performance.
THE GENERAL PARTNER
The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation ("Demeter" or the "General Partner"), a Delaware
corporation. The General Partner and Dean Witter Reynolds Inc. ("DWR"), the
selling agent and commodity broker for the Partnerships, are each wholly-owned
subsidiaries of Dean Witter, Discover & Co. ("DWD"). See "Conflicts of
Interest," "The General Partner" and "The Commodity Broker." Each trading
manager makes all trading decisions in respect of the funds of the Partnership
allocated to such trading manager, except that the General Partner may override
the instructions of a trading manager and make trading decisions under certain
circumstances. See "The Management Agreements." The Partnerships' and the
General Partner's main business office is located at Two World Trade Center,
62nd floor, New York, New York 10048, telephone (212) 392-5453.
Demeter is or has been the general partner and commodity pool operator for
twenty-four other commodity pools, three of which have terminated and Demeter
had, in the aggregate, $1,000.7 million of assets under management as of
February 29, 1996. See "Description and Performance Information of Commodity
Pools Operated by the General Partner" for information regarding certain of
such commodity pools and the past performance thereof.
THE COMMODITY BROKER
The principal commodity broker for each Partnership is Dean Witter Reynolds
Inc. (in such capacity, the "Commodity Broker"). The Commodity Broker is a
wholly-owned subsidiary of DWD and currently acts as commodity broker for all
of the commodity pools for which the General Partner acts as general partner
and commodity pool operator, as well as for other commodity pools. The General
Partner believes that the fees payable to DWR by the Partnerships are
competitive with those paid by other public commodity pools, although they may
be higher than those paid by certain other customers of DWR. See "Conflicts of
Interest," "Description of Charges to Each Partnership," and "The Commodity
Broker."
RISK FACTORS
As a general matter, an investment in the Partnerships is speculative and
involves substantial risk, including the risk of loss of a Limited Partner's
entire investment. Risks of an investment in the Partnerships include:
Risks Relating to Futures Interests Trading
. Futures interests trading is speculative and volatile and an investor
may lose all or a substantial part of his investment.
. Futures interests trading is highly leveraged and relatively small
price movements can result in significant losses to a Partnership.
3
<PAGE>
. Futures interests trading may be illiquid and in certain situations
prevent a Partnership from limiting its loss on an unfavorable
position.
. Trading in forward contracts may subject a Partnership to losses if a
counterparty is unable to meet its obligations.
. Trading on foreign exchanges may result in a Partnership having less
regulatory protection available. In addition, a Partnership may suffer
losses due to exchange rate changes.
. Trading in futures options can be extremely expensive if market
volatility is incorrectly predicted.
. The Partnerships have credit risk because DWR is the sole counterparty
with respect to most of the Partnerships' assets.
. Speculative position limits may result in a Partnership having to
liquidate profitable positions.
Risks Relating to the Partnerships and the Offering of Units
. There has been concern raised in recent years over the potentially
misleading character of the performance records included in commodity
pool prospectuses, since certain public commodity pools have
significantly underperformed the historical performance records of
their selected trading managers included in their prospectuses. New
commodity pools often are offered following periods of successful
trading by an advisor. Investors should therefore be aware that the
Partnerships have limited operating history, and the past performance
of the trading managers or other commodity pools for which the General
Partner serves as the general partner and commodity pool operator, does
not assure similar results by the Partnerships in the future.
. Substantial charges to each Partnership regardless of whether a
Partnership realizes profits.
. Restricted investment liquidity in the Units, absence of a secondary
market, ability to assign or transfer restricted, redemptions limited
to monthly after the end of the sixth month after a Limited Partner
first became a partner in any Partnership, and Units redeemed within
twenty-four months of their purchase may be subject to redemption
charges.
. Significant actual and potential conflicts of interest exist involving
the General Partner, the trading managers, and DWR.
. Limited Partners do not participate in the management of the
Partnerships or in the conduct of their business.
Risks Related to the Trading Managers
. Past results are not necessarily indicative of future results.
. A Partnership will not be profitable unless the trading managers for
the Partnership are collectively successful with their trading
strategies.
. Factors outside the control of a trading manager may reduce the
profitability of a trading strategy or require an alteration in the
strategy.
. A Management Agreement may not be renewed, may be renewed on less
favorable terms to the Partnership, or may be terminated by a trading
manager such that the trading manager will no longer be available to
the Partnership.
. Assets may be reallocated from a trading manager to an additional
trading manager who may subsequently incur trading losses.
. Substantial increase in assets to a trading manager may adversely
affect its performance.
Taxation Risks
. If the tax laws and/or certain facts and circumstances change, a
Partnership may be taxed as a corporation.
. While the General Partner does not intend to make any distributions,
profits earned in any year will result in taxable income to investors.
4
<PAGE>
. Deductibility of certain of a Partnership's expenses may be limited.
. A Partnership's tax return may be audited by the Internal Revenue
Service.
Only the General Partner will be liable for a Partnership's obligations
(including margin calls) to the extent that the Partnership's assets, including
amounts contributed by the Limited Partners and amounts paid to Limited
Partners upon redemptions, distributions or otherwise (together with interest
thereon), are insufficient to meet those obligations. See "Risk Disclosure
Statement," "Risk Factors," "Conflicts of Interest," "Description of Charges to
Each Partnership," and "The Limited Partnership Agreements--Nature of the
Partnerships."
CONFLICTS OF INTEREST
Significant actual and potential conflicts of interest exist in the structure
and operation of the Partnerships, principally arising from the affiliation
between the General Partner and DWR, and the trading of other accounts of, or
managed by, the General Partner, DWR, the trading managers and their
affiliates. Such conflicts include the fact that the commodity brokerage
arrangements were not agreed upon in arm's-length negotiations due to the
affiliation between the General Partner and DWR; that employees of DWR and
Additional Sellers, if any, will receive a portion of the brokerage fees paid
by the Partnerships and thereby have a disincentive to advise Limited Partners
to redeem Units; that the General Partner and DWR may have conflicting demands
in respect of other commodity pools; that the trading managers and DWR, and
individuals associated with the General Partner, the trading managers and DWR,
may trade futures interests for their own accounts, which trading may compete
with a Partnership for positions; that trading by the trading managers for
their own accounts and for other customers could result in application of
position limits to restrict a Partnership's trading; that under the customer
agreement with DWR, DWR may close out positions and take certain other actions
with regard to a Partnership's accounts without the Partnership's consent; and
that other commodity pools managed by the General Partner may compete with the
Partnerships. See "Conflicts of Interest," "The General Partner," "The
Commodity Broker," and "The Trading Managers."
DESCRIPTION OF CHARGES TO EACH PARTNERSHIP
Each Partnership is subject to substantial charges which are summarized below
and described in detail under "Description of Charges to Each Partnership." See
also "Risk Factors--Risks Relating to the Partnerships and the Offering of
Units--Substantial Charges to Each Partnership," "Investment Program, Use of
Proceeds and Trading Policies," "The Commodity Broker," and "The Management
Agreements."
DEAN WITTER SPECTRUM STRATEGIC L.P.
FORM OF COMPENSATION AMOUNT OF COMPENSATION
Monthly Management Fee to
Trading Managers................
1/3 of 1% of the Net Assets allocated to
each trading manager on the first day of
each month (a 4% annual rate).
Monthly Incentive Fee to 15% of the Trading Profits experienced with
Trading Managers................ respect to each trading manager's allocated
Net Assets as of the end of each calendar
month.
Brokerage Fee to Commodity A flat-rate monthly fee of 35/48 of 1% of
Broker.......................... the Net Assets (an 8.75% annual rate) as of
the first day of the month. Such fee will
cover all brokerage commissions, transaction
fees and costs (including "give up" and
transfer fees) and ordinary administrative
and continuing offering expenses.
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<PAGE>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
Financial benefit to Commodity
Broker from interest earned on
the Partnership's assets in
excess of the interest paid to
the Partnership and from
compensating balance treatment
in connection with its
designation of a bank or banks
in which the Partnership's
assets are deposited............
The aggregate of (i) the flat-rate brokerage
fee payable by the Partnership, as described
above, and (ii) net excess interest and
compensating balance benefits to the
Commodity Broker (after crediting the
Partnership with interest) will not exceed
14% annually of the Partnership's average
month-end Net Assets during a calendar year.
DEAN WITTER SPECTRUM TECHNICAL L.P.
<TABLE>
<CAPTION>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
<S> <C>
Monthly Management Fee to Trading
Managers................................... 1/3 of 1% of the Net Assets allocated to each trading
manager on the first day of each month (a 4% annual
rate).
Monthly Incentive Fee to Trading Managers.. 15% of the Trading Profits experienced with respect to
each trading manager's allocated Net Assets as of the
end of each calendar month.
Brokerage Fee to Commodity Broker.......... A flat-rate monthly fee of 35/48 of 1% of the Net
Assets (an 8.75% annual rate) as of the first day of
the month. Such fee will cover all brokerage
commissions, transaction fees and costs (including
"give up" and transfer fees) and ordinary
administrative and continuing offering expenses.
Financial benefit to Commodity Broker from
interest earned on the Partnership's assets
in excess of the interest paid to the
Partnership and from compensating balance
treatment in connection with its
designation of a bank or banks in which the
Partnership's assets are deposited.........
The aggregate of (i) the flat-rate brokerage fee
payable by the Partnership, as described above, and
(ii) net excess interest and compensating balance
benefits to the Commodity Broker (after crediting the
Partnership with interest) will not exceed 14% annually
of the Partnership's average month-end Net Assets
during a calendar year.
</TABLE>
DEAN WITTER SPECTRUM BALANCED L.P.
FORM OF COMPENSATION AMOUNT OF COMPENSATION
Monthly Management Fee to
Trading Manager.................
5/48 of 1% of the Net Assets on the first
day of each month (a 1.25% annual rate).
Monthly Incentive Fee to 15% of the Trading Profits experienced with
Trading Manager................. respect to Net Assets as of the end of each
calendar month.
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<PAGE>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
Brokerage Fee to Commodity A flat-rate monthly fee of 1/2 of 1% of the
Broker.......................... Net Assets (a 6% annual rate) as of the
first day of the month. Such fee will cover
all brokerage commissions, transaction fees
and costs (including "give up" and transfer
fees) and ordinary administrative and
continuing offering expenses.
Financial benefit to Commodity
Broker from interest earned on
the Partnership's assets in
excess of the interest paid to
the Partnership and from
compensating balance treatment
in connection with its
designation of a bank or banks
in which the Partnership's
assets are deposited............
The aggregate of (i) the flat-rate brokerage
fee payable by the Partnership, as described
above, and (ii) net excess interest and
compensating balance benefits to the
Commodity Broker (after crediting the
Partnership with interest) will not exceed
14% annually of the Partnership's average
month-end Net Assets during a calendar year.
The management, incentive, and brokerage fees may not be increased unless
Limited Partners of a Partnership are given prior notice thereof and an
opportunity to redeem their Units, and are subject to additional limits as
described under "Description of Charges to Each Partnership."
Based on the annual fees and expenses for the period November 1994 through
February 1996 of Spectrum Strategic, Spectrum Technical and Spectrum Balanced
described above, each Partnership must earn annual trading profits (after
taking into account estimated interest income based upon current rates of 5%)
of 8.75%, 8.78%, and 2.24%, respectively, of such Partnership's annual average
Net Assets in order to avoid depletion or exhaustion of its assets. Investors
should read the following paragraph for the effect of redemption charges which
are not included in the above figures.
Based on the fees and expenses of Spectrum Strategic, Spectrum Technical and
Spectrum Balanced, in order for a Limited Partner to break-even (earning
profits sufficient to pay the redemption charge and recoup its initial
investment) upon redemption after one year, Spectrum Strategic, Spectrum
Technical and Spectrum Balanced must earn trading profits (after taking into
account estimated interest income based upon current rates of 5%) of $1.22,
$1.34 and $.60 per Unit. Such amounts expressed as a percentage of the selling
price of a Unit of Spectrum Strategic, Spectrum Technical and Spectrum Balanced
(as of February 29, 1996) equals 11.86%, 11.88% and 5.38%, respectively, of
such Partnership's annual average Net Assets. This assumes that each trading
manager's gross profits equal expenses, such that no incentive fees are earned
by the trading manager. See "Description of Charges to Each Partnership--Break
Even Analysis."
EXCHANGE PRIVILEGES
If certain conditions are satisfied, a Limited Partner can redeem his Units
in a Partnership as of the last day of any calendar month and, with the
proceeds of such redemption, purchase Units of one or more other Partnerships
(hereafter referred to as a "Series Exchange") at a price per Unit equal to
100% of the Net Asset Value thereof. A Series Exchange will be effected for a
Limited Partner only if each of the following conditions is satisfied
immediately prior to the Series Exchange: (i) the Partnership redeeming Units
has assets sufficient to discharge its liabilities and redeem Units; (ii) the
sixth month has elapsed after such person first became a Limited Partner in the
Spectrum Series; (iii) the General Partner has received a properly completed
Subscription Agreement at least 5 days prior to the date on which such Series
Exchange is to be effective; (iv) a minimum of 50 Units must be exchanged
unless a Limited Partner is liquidating his entire interest in a Partnership;
and (v) the Partnership issuing Units has 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 Units registered to effect Series
Exchanges, the General Partner shall not have any obligation to have Units
registered. There can be no assurance that any or a sufficient number of Units
will be available for sale when a Series Exchange is requested. If Units are
not registered or qualified for sale under either federal or applicable state
law or pursuant to a current Prospectus, the General Partner will not be able
to effect the Series Exchange for a Limited Partner.
7
<PAGE>
REDEMPTION OF UNITS
A Limited Partner may require each Partnership to redeem all or part of his
Units, effective as of the last day of any month, at 100% of the Net Asset
Value thereof on such date. Redemptions by a Limited Partner will only be
permitted as of, but not before the sixth month-end following the closing at
which such person first became a Limited Partner in the Spectrum Series.
However, any Unit acquired by a subscriber which is redeemed at or prior to the
end of the twelfth, eighteenth, or twenty-fourth month following the closing at
which such Unit was issued will be assessed a redemption charge equal to 3%,
2%, or 1%, respectively, of the Net Asset Value of the Unit redeemed on the
date of such redemption. The foregoing charges will be paid to DWR.
A Limited Partner who purchases Units in a Non-Series Exchange will not be
subject to the foregoing redemption charges under the circumstances described
herein. The number of Units (determined on a per closing basis), expressed as a
percentage of Units purchased, which are not subject to a redemption charge is
determined by dividing (a) the dollar amount received upon redeeming an
interest in another commodity pool and used to purchase Units by (b) the total
investment in the Partnerships. For example, a limited partner who receives
$5,000 upon redeeming all or a part of his interest in a commodity pool
operated by the General Partner and invests $10,000 in the Partnerships will
not be subject to a redemption charge on 50% of his Units. Redemptions of Units
will be deemed to be in the order in which they were 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. Limited
Partners who redeem Units 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
Units, (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. See "Redemptions" and "Subscription Procedures." An
investor who purchases $500,000 or more of Units will not be subject to the
redemption charges described above. A Limited Partner who redeems Units
pursuant to a Series Exchange will not be subject to the redemption charges
described above with respect to the Units exchanged. 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.
In addition to the information and reports described below under "The Limited
Partnership Agreements-- Reports to Limited Partners," the General Partner will
provide Limited Partners with such other information and will comply with any
such procedures in connection with redemptions as in the future are
specifically required under Securities and Exchange Commission rules and
policies for commodity pools and similar investment vehicles.
Redemptions must be made in whole Units, with a minimum of 50 Units required
for each redemption, unless a Limited Partner is redeeming his entire interest
in a Partnership. The right to obtain redemptions is contingent upon the
redeeming Partnership having assets sufficient to discharge its liabilities as
of the end of the applicable month and the General Partner's timely receipt of
a properly executed Request for Redemption. A Partnership may be forced to
liquidate open positions to satisfy redemptions in the event it does not have
sufficient cash on hand. See "Redemptions" and "Subscription Procedure."
DISTRIBUTIONS
Each Partnership will make distributions, if any, at the sole discretion of
the General Partner (it is currently the intention of the General Partner not
to make distributions). Distributions may be made by credit to a Limited
Partner's customer account with DWR. It is possible that no distributions will
be made in some years in which a Partnership has taxable profits, realized or
unrealized. However, a Limited Partner of such Partnership will nevertheless be
required to take his share of such profits into income for federal tax
purposes. See "Material Federal Income Tax Considerations."
8
<PAGE>
TRANSFERABILITY OF UNITS
The assignability or transferability of Units of each Partnership is limited
by the applicable Limited Partnership Agreement and no assignee or transferee
may become a substituted limited partner without the consent of the General
Partner, which consent the General Partner may withhold in its sole discretion.
See "The Limited Partnership Agreements--Restrictions on Transfers or
Assignments."
THE OFFERING
SECURITIES OFFERED
10,000,000 Units were initially registered by the Partnerships in September
1994. The Partnerships registered an additional 20,000,000 Units in January
1996, allocated among the Partnerships as follows: Spectrum Strategic
6,000,000; Spectrum Technical 9,000,000; and Spectrum Balanced 5,000,000. As of
March 1, 1996, 10,922,447.419 Units had been sold to the public during the
Partnerships' initial offering and the Continuing Offering, leaving
19,077,552.581 unsold Units, which have been allocated among the Partnerships
as follows: Spectrum Strategic 5,739,715.390; Spectrum Technical 8,380,498.433;
and Spectrum Balanced 4,957,338.758. The Partnerships have now registered an
additional 8,500,000 Units for sale in the Continuing Offering. The 8,500,000
Units have been allocated among the Partnerships as follows: Spectrum Strategic
2,500,000; Spectrum Technical 5,000,000; and Spectrum Balanced 1,000,000.
Aggregated with the unsold Units at March 1, 1996, the Partnerships are
offering approximately 8,239,715 Units of Spectrum Strategic, 13,380,498 Units
of Spectrum Technical, and 5,957,339 Units of Spectrum Balanced. The General
Partner, in its discretion, may register and sell additional Units from time to
time.
SUBSCRIPTION PROCEDURE
The minimum subscription for most subscribers is $5,000, except the minimum
subscription is: (a) $2,000 in the case of an IRA; or (b) for subscribers
effecting a Non-Series Exchange, the lesser of (i) $5,000 ($2,000 in the case
of IRAs), (ii) the proceeds from the redemption of five units (two units in the
case of IRAs), or (iii) the proceeds of the redemption of such subscriber's
entire interest in any other commodity pool for which the General Partner
serves as general partner and commodity pool operator. A subscriber whose
subscription is accepted by the General Partner at a closing and who desires to
make an additional investment in the Partnerships may subscribe for Units at a
subsequent closing with a minimum investment in any Partnership of $500. See
"Investment Requirements," "Plan of Distribution," and "Subscription
Procedure."
In order to purchase Units, a subscriber must complete, execute, and deliver
an execution copy of the Subscription Agreement to DWR. In the Subscription
Agreement, a subscriber will authorize the General Partner and DWR to transfer
the subscription amount from the subscriber's customer account with DWR to the
Partnerships' Escrow Account. In connection with any closing, a subscriber
whose Subscription Agreement is received by DWR and whose subscription is not
immediately rejected, must have the appropriate amount in his customer account
with DWR on the first business day following the date that his Subscription
Agreement is received by DWR and DWR will debit the customer account and
transfer such funds to the Escrow Account with the Escrow Agent on that date.
In the case of an Exchange, a subscriber will authorize the General Partner to
redeem all or a portion of such subscriber's interest in another commodity pool
for which the General Partner serves as general partner and commodity pool
operator (subject to the terms of the applicable limited partnership agreement)
and use the proceeds of such redemption (less any applicable redemption
charges) to purchase Units in the Partnerships.
At each Monthly Closing, each Partnership will issue to each subscriber whose
subscription is accepted the appropriate number of whole and fractions of Units
as may be determined by dividing the subscription amount for such Partnership
by the net asset value of a Unit of such Partnership. See "Investment
Requirements" and "Subscription Procedure."
PLAN OF DISTRIBUTION
The Units are being offered and sold by each Partnership through DWR (the
"Continuing Offering"). Pursuant to the Selling Agreement among the
Partnerships, the General Partner, and DWR, DWR will use its best efforts to
sell Units, but DWR has not made any commitment to offer and sell a specific
amount of Units
9
<PAGE>
or to purchase Units in any Partnership. See "Plan of Distribution." The
General Partner, in its sole discretion, may reject a subscription in whole or
in part at any time prior to acceptance. The Partnership will sell Units at
monthly closings to be held as of the last day of each month (each a "Monthly
Closing"). Units of each Partnership will be sold at a price per Unit equal to
100% of the Net Asset Value of a Unit of such Partnership as of the close of
business on the date of the Monthly Closing. The Net Asset Value of a Unit of
one Partnership is not related to any other Partnership and depends entirely on
the Net Assets and the total number of Units of that Partnership outstanding.
During the Continuing Offering, all subscriptions received and not rejected
by the General Partner will be held by Chemical Bank, New York, New York (the
"Escrow Agent"), until subsequently accepted or rejected by the General Partner
at a Monthly Closing. If a subscription is accepted by the General Partner, the
Escrow Agent will promptly pay to the appropriate Partnership the accepted
subscription funds and pay to DWR any interest earned on such subscription
funds, and DWR will credit the subscriber's customer account with DWR with such
interest. If a subscription is rejected by the General Partner, the Escrow
Agent will promptly pay to DWR the rejected subscription funds and any interest
earned thereon, and DWR will credit the subscriber's customer account with DWR
with such amounts. Interest will be earned on subscription funds from the day
of deposit of such funds with the Escrow Agent to the day that such funds are
either paid to the appropriate Partnerships in the case of accepted
subscriptions or paid to DWR in the case of rejected subscriptions.
Employees of DWR and certain Additional Sellers, if any, will receive
compensation from DWR, and not from the Partnerships, out of the brokerage fees
paid to DWR by the Partnerships. Such continuing compensation is in
consideration of certain additional services provided to Limited Partners by
such persons on a continuing basis and may be deemed to be additional
underwriting compensation. See "Plan of Distribution."
NO SELLING COMMISSIONS OR CHARGES FOR ORGANIZATIONAL OR OFFERING EXPENSES
In connection with the offering of Units by each Partnership pursuant to this
Prospectus, no selling commissions or organizational or Continuing Offering
expenses will be paid by the Limited Partners or the Partnership; DWR paid all
costs incurred in connection with the organization of the Partnerships and the
initial offering of Units. The Partnerships will not reimburse DWR for any
portion of the costs so incurred, and will not be liable for any such costs at
any time (although DWR may recoup such costs from brokerage fees paid by the
Partnerships). Except as otherwise provided herein, employees of DWR will
receive from DWR (solely from its own funds) gross sales credit equal to 3% of
the Net Asset Value per Unit as of the applicable closing for each Unit sold by
them and issued at such closing, and, if properly registered with the CFTC,
also will receive from DWR (solely from its own funds) gross sales credit of up
to 72% of the brokerage fees which have been received by DWR from the
Partnership each month beginning, (i) in the case of Spectrum Strategic and
Spectrum Technical, with the seventh month after the closing at which such Unit
was issued, (ii) in the case of Spectrum Balanced, with the tenth month after
the closing at which such Unit was issued, or (iii) in the case a Unit
purchased pursuant to a Non-Series Exchange, the first month after the closing
at which such Unit was issued, that are attributable to each outstanding Unit
sold by them, as described in Note (1) to the table on the front cover page of
this Prospectus. See "Plan of Distribution." DWR's employees may have a
conflict of interest in rendering advice to Limited Partners as to when and
whether to redeem Units because of their interest in receiving certain
continuing compensation for ongoing services rendered to holders of outstanding
Units.
USE OF PROCEEDS
The entire proceeds of this offering, together with the General Partner's
capital contribution to each Partnership, will be divided among the
Partnerships based on the number of Units sold by each Partnership and the Net
Asset Value of each Unit sold, and deposited in each Partnership's futures
trading accounts with DWR and used to trade futures interests. See "Investment
Program, Use of Proceeds and Trading Policies."
INTEREST ON PARTNERSHIP ASSETS
Each Partnership's assets are deposited with DWR and are held in separate
customer segregated funds accounts established by DWR for each trading manager.
DWR credits each Partnership at month-end with
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interest income as if 80%, in the case of Spectrum Strategic and Spectrum
Technical, and 100%, in the case of Spectrum Balanced, of such Partnership's
average daily Net Assets for the month were invested at a prevailing rate on
U.S. Treasury Bills. For purposes of such interest payments, Net Assets do not
include monies due the Partnerships on or with respect to forward contracts and
other futures interests but not actually received by it from banks, brokers,
dealers and other persons. Each Partnership's assets held by DWR may be used as
margin solely for such Partnership's trading. The Partnerships' funds will
either be invested together with other customer segregated funds or will be
held in non-interest-bearing bank accounts. In either case, the Partnerships
will be credited with interest at the rate earned by DWR on its U.S. Treasury
Bill investments with customer segregated funds (as if 80% of their respective
assets were invested in U.S. Treasury Bills in the case of Spectrum Strategic
and Spectrum Technical, and 100% in the case of Spectrum Balanced); DWR will
retain any interest earned in excess of the interest paid to the Partnerships.
To the extent that the assets of the Partnerships are held in non-interest-
bearing bank accounts, DWR or its affiliates would benefit from compensating
balance treatment in connection with its designation of a bank or banks in
which the Partnerships' assets are deposited (i.e., DWR or its affiliates will
receive favorable loan rates from such bank or banks by reason of such
deposits). It is not possible to quantify compensating balance benefits at
present; however, while it is anticipated that such benefits will exceed the
interest required to be 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 such benefits to DWR or its affiliates exceed the
interest DWR is obligated to credit to the Partnerships, they will not be
shared with the Partnerships. Notwithstanding the foregoing, the aggregate of
(i) the flat-rate brokerage fees payable by a Partnership, and (ii) the net
excess interest and compensating balance benefits to DWR or its affiliates
(after crediting the Partnership with interest as described above) shall not
exceed 14% annually of the Partnership's average month-end Net Assets during
each calendar year. See "Investment Program, Use of Proceeds, and Trading
Policies ."
SUITABILITY STANDARDS
Each investor (or person entitled to exercise control over assets of such
investor's account under an Individual Retirement Account or other employee
benefit plan) must represent and warrant in the Subscription Agreement that
such investor and/or other person has received this Prospectus and satisfies
certain suitability and/or investment requirements described under "Investment
Requirements."
TAX CONSIDERATIONS
In the opinion of the General Partner's tax counsel, the Partnerships will be
classified as partnerships for federal income tax purposes and not as
associations taxable as corporations. Accordingly, the Partnerships will not be
subject to federal income tax. Each Limited Partner in computing his federal
income tax liability for a taxable year will be required to take into account
his distributive share of all items of Partnership income, gain, loss,
deduction or credit for the taxable year of the Partnership ending within or
with the taxable year of the Limited Partner, regardless of whether such
Limited Partner has received any distributions from the Partnership. Such items
of Partnership gain or loss retain their character (e.g., capital or ordinary)
when allocated to the Limited Partners. Moreover, all such allocations will
increase or decrease each Limited Partner's tax basis in his Units. The
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 allocation, especially in light of recently
issued final regulations. See "Material Federal Income Tax Considerations."
Taxes payable by partners with respect to a Partnership's profits may exceed
the amount of such Partnership distributions, if any, for a taxable year. Based
upon the 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 should not be subject to the limitations on the
deductibility of certain miscellaneous itemized expenses, except to the extent
that the Internal Revenue Service promulgates regulations that so provide.
Cash distributions by a Partnership and amounts received or deemed received
upon the partial or complete redemption of a Limited Partner's Units that do
not exceed the Limited Partner's aggregate basis in his Units are not taxable.
However, to the extent cash distributions and amounts received or deemed
received upon the partial redemption of a Limited Partner's Units exceed a
Limited Partner's aggregate tax basis in his Units, the
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excess will be taxable to the Limited Partner as though it were gain on the
sale of his Units. Loss will generally be recognized on a redemption of Units
only if a Limited Partner redeems all of his Units in a Partnership and,
following the complete redemption, such Limited Partner has remaining tax-basis
in the Partnership. In such case, the Limited Partner will recognize loss to
the extent of the remaining basis. Subject to an exception for certain types of
Partnership assets, such gain or loss (assuming that the Units constitute
capital assets) will be either short-term capital gain or loss or long-term
capital gain or loss, depending upon the length of time that Units were held
prior to the distribution or redemption. See "Material Federal Income Tax
Considerations."
The General Partner has been advised that, in the opinion of its counsel, a
Limited Partner who is a nonresidential alien individual, foreign corporation,
foreign partnership, foreign trust, or foreign estate (a "Foreign Limited
Partner") should not be engaged in a trade or business in the United States,
and should not be subject to United States federal income tax, solely because
such Foreign Limited Partner is a limited partner in a Partnership. In the
event a Partnership's activities should in the future not fall within certain
safe harbors from U.S. trade or business status, there is a risk that all of a
Foreign Limited Partner's distributive share of income of the Partnership would
be treated as effectively connected with the conduct of a trade or business in
the United States. In that event, the Foreign Limited Partner would be taxed at
regular rates applicable to U.S. taxpayers and, if a foreign corporation, could
be subject to a 30% branch profits tax. See "Material Federal Income Tax
Considerations." Tax exempt Limited Partners, see "Purchases by Employee
Benefit Plan--ERISA Considerations."
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RISK FACTORS
In addition to the Risk Disclosure Statements appearing at the beginning of
this Prospectus, prospective purchasers should consider the following risks
before subscribing for Units.
RISKS RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS
Futures Interests Trading Is Volatile. Futures interests prices are highly
volatile. Price movements of futures interests are influenced by, among other
things: changing supply and demand relationships; weather; agricultural,
trade, fiscal, monetary and exchange control programs and policies of
governments; national and international political and economic events and
policies; and changes in interest rates.
Each Partnership is also subject to the risk of failure of any of the
exchanges on which it trades or of their clearinghouses, if any. In addition,
under certain circumstances, such as the inability of a customer of a
Partnership's commodity broker or the commodity broker itself to satisfy
substantial deficiencies in such customer's account, a Partnership may be
subject to a risk of loss of its funds on deposit with such commodity broker.
See "The Futures, Options and Forwards Markets."
Futures Interests Trading Is Highly Leveraged. Because of the low margin
deposits normally required in trading futures interests (typically between 2
and 15% of the value of the contract purchased or sold), an extremely high
degree of leverage is typical of a futures trading account. As a result, a
relatively small price movement in a futures interests contract may result in
immediate and substantial losses to the investor. For example, if at the time
of purchase 10% of the price of a contract is deposited as margin, a 10%
decrease in the price of the contract would, if the contract is then closed
out, result in a total loss of the margin deposit before any deduction for
brokerage commissions. A decrease of more than 10% would result in a loss of
more than the total margin deposit. See "The Futures, Options and Forwards
Markets--Margins" and "The Limited Partnership Agreements--Nature of the
Partnerships."
Futures Interests Trading May Be Illiquid. Most United States futures
exchanges limit fluctuations in certain futures interests prices during a
single day by regulations referred to as "daily price fluctuation limits" or
"daily limits." Pursuant to such regulations, during a single trading day no
trades may be executed at prices beyond the daily limits. Once the price of a
particular futures interests has increased or decreased by an amount equal to
the daily limit, positions in the futures interests can be neither taken nor
liquidated unless traders are willing to effect trades at or within the limit.
Prices in various futures interests have occasionally moved the daily limit
for several consecutive days with little or no trading. Similar occurrences
could prevent each Partnership from promptly liquidating its unfavorable
positions and subject it to substantial losses. While daily limits may reduce
or effectively eliminate the liquidity of a particular market, they do not
limit ultimate losses, and may in fact substantially increase losses because a
daily limit may prevent the liquidation of unfavorable positions. There is no
limitation on daily price moves in trading currency forward contracts.
In addition, each Partnership may not be able to execute trades at favorable
prices if little trading in the futures interests involved is taking place.
Under certain circumstances, a Partnership may be required to accept or make
delivery of the underlying commodity if the position cannot be liquidated
prior to its expiration date. It also is possible that an exchange or the CFTC
might suspend trading in a particular contract, order immediate liquidation
and settlement of a particular contract, or order that trading in a particular
contract be conducted for liquidation only. During periods in October 1987,
for example, trading in certain stock index futures was too illiquid for
markets to function efficiently and was at one point actually suspended. See
"The Futures, Options and Forwards Markets." The principals who deal in the
forward contract markets are not required to continue to make markets in the
forward contracts they trade. There have been periods during which certain
participants in forward markets have refused to quote prices for forward
contracts or have quoted prices with an unusually wide spread between the
price at which they are prepared to buy and that at which they are prepared to
sell.
Special Risks Associated with Forward Trading. The Partnerships trade in
forward contracts, principally currency forward contracts. A forward contract
is a contractual obligation to purchase or sell a specified quantity of a
commodity at a specified date in the future at a specified price and,
therefore, is similar to a futures contract. However, forward contracts are
not traded on exchanges and, as a consequence, investors in forward contracts
are not afforded the regulatory protections of such exchanges or the CFTC;
rather, banks and dealers act as principals in such markets. Neither the CFTC
nor banking authorities regulate trading in forward contracts on currencies,
and foreign banks may not be regulated by any United States governmental
agency.
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Generally, when a trading manager for a Partnership instructs the
Partnership to either sell or buy a particular currency, DWR will do back-to-
back principal trades in order to carry out such instructions. DWR, as
principal, will arrange bank lines of credit and contract with a United States
or foreign bank or dealer to make or take future delivery of a specified
quantity of currency at a negotiated price. DWR, again as principal, will in
turn contract with the Partnership to make or take future delivery of the same
specified quantity of currency at the same price. DWR will not attempt to
profit from any mark-up or spread on the trade with the Partnership.
Because performance of forward contracts are not guaranteed by any exchange
or clearinghouse, a Partnership will be subject to the risk of the inability
or refusal to perform with respect to such contracts on the part of the
principals or agents with or through which the Partnership trade, including
DWR. Any such failure or refusal, whether due to insolvency, bankruptcy or
other causes, could subject the Partnership to substantial losses. The
Partnerships and DWR will trade forward contracts only with banks, brokers,
dealers and other financial institutions which the General Partner, in
conjunction with DWR, has determined to be creditworthy.
The CFTC has published for comment in the United States Federal Register a
statement concerning its jurisdiction over transactions in the foreign
currency markets, including transactions of the type which may be engaged in
by the Partnerships. In the future, the CFTC might assert that forward
contracts of the type entered into by the Partnerships constitute unauthorized
futures contracts subject to the CFTC's jurisdiction and attempt to prohibit
the Partnerships from participating in transactions in such contracts. If the
Partnerships were restricted in their ability to trade in the currency
markets, the activities of certain trading managers could be materially
affected.
Special Risks Associated with Trading on Foreign Exchanges. The Partnerships
trade in futures, forward and option contracts on exchanges located outside
the United States where CFTC regulations do not apply. Some foreign exchanges,
in contrast to domestic exchanges, are "principals' markets" in which
performance with respect to a contract is the responsibility only of the
individual member with whom the trader has entered into a contract and not of
the exchange or clearinghouse, if any. In the case of trading on such foreign
exchanges, a Partnership will be subject to the risk of the inability of, or
refusal by, the counterparty to perform with respect to such contracts.
Trading on foreign exchanges may involve certain other risks not applicable
to trading on United States exchanges, such as the risks of exchange controls,
expropriation, burdensome or confiscatory taxation, moratoriums, or political
or diplomatic events. In addition, certain of these foreign markets are newly
formed and may lack personnel experienced in floor trading as well as in
monitoring floor traders for compliance with exchange rules.
Furthermore, as the Partnerships determine their respective Net Assets in
United States dollars, with respect to trading on foreign markets the
Partnerships will be subject to the risk of fluctuation in the exchange rate
between the local currency and dollars. Unless a Partnership hedges itself
against fluctuations in exchange rates between the United States dollar and
the currencies in which trading is done on such foreign exchanges, any profits
which the Partnership might realize in such trading could be eliminated as a
result of adverse changes in exchange rates, and the Partnership could even
incur losses as a result of any such changes. See "The Futures, Options and
Forwards Markets."
Special Risks Associated with Trading of Futures Options. Options on futures
contracts and options on physical commodities are traded on United States
commodity exchanges and may be traded by the Partnerships on certain foreign
exchanges. Each such option is a right, purchased for a certain price, to
either buy or sell the underlying futures contract or physical commodity
during a certain period of time for a fixed price. Such trading involves risks
substantially similar to those involved in trading futures contracts in that
options are speculative and highly leveraged. Specific market movements of the
commodities or futures contracts underlying an option cannot accurately be
predicted. The purchaser of an option is subject to the risk of losing the
entire purchase price of the option. The writer of an option is subject to the
risk of loss resulting from the difference between the premium received for
the option and the price of the commodity or futures contract underlying the
option which the writer must purchase or deliver upon exercise of the option.
See "The Futures, Options and Forwards Markets."
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The Partnerships Have Credit Risk to DWR. The Partnerships have credit risk
because the sole counterparty with respect to most of the Partnerships' assets
is DWR. Exchange traded futures contracts are marked to market on a daily
basis, with variations in value credited or charged to a Partnership's account
on a daily basis. DWR, as futures commission merchant for each Partnership's
exchange traded futures contracts, is required, pursuant to CFTC regulations,
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. With respect to a Partnership's off-exchange traded foreign
currency forward contracts, there are no daily settlements of variations in
value.
Possible Effects of Speculative Position Limits. The CFTC and United States
futures exchanges have established limits referred to as "speculative position
limits" or "position limits" on the maximum net long or net short futures
interests position which any person or group of persons may own, hold or
control in particular futures interests.
All futures interests accounts owned, controlled or managed by each trading
manager may be combined for position limit purposes, to the extent they may be
applicable. The trading managers are the trading managers for other commodity
pools and/or numerous individual accounts and will in the future manage
additional accounts. In this connection, each Management Agreement provides
that if speculative position limits are exceeded by a trading manager or any
of its principals or affiliates in the opinion of independent counsel (who
must be other than counsel to the Partnerships) or in the opinion of the CFTC
or any regulatory body, exchange, or board, such trading manager will promptly
liquidate positions in all of its accounts, including the Partnership's
account, as nearly as possible in proportion to their respective equities to
the extent necessary to comply with applicable position limits. While each
trading manager believes that established position limits, where applicable,
will not adversely affect its contemplated trading for a Partnership, it is
possible that, from time to time, the trading system or instructions of a
trading manager to a Partnership may have to be modified and that positions
held by such Partnership may have to be liquidated in order to avoid exceeding
such limits. Such modification or liquidation, if required, could adversely
affect the operations and profitability of a Partnership. See "Conflicts of
Interest." Speculative position limits are not applicable to forward contract
trading, although the principals with which DWR or a Partnership may deal in
the forward markets may limit the positions available to DWR or the
Partnership as a consequence of credit considerations.
RISKS RELATING TO THE PARTNERSHIPS AND THE OFFERING OF UNITS
Past Results Not Necessarily Indicative of Future Performance. There has
been substantial regulatory concern in recent years over the potentially
misleading character of the performance records included in commodity pool
prospectuses. In fact, several academic studies have reached the conclusion
that public commodity pools typically significantly underperform the prior
performance records included in their prospectuses.
The trading managers' selections were made with the benefit of hindsight,
and consequently include only trading managers who have performed well to
date. Prospective investors must consider the uncertain significance of past
performance in determining whether or not to invest in the Partnerships, and
should not place any substantial degree of reliance on the trading managers'
records to date. It should not be assumed that trading decisions made by the
trading managers in the future will be profitable or will result in
performance for the Partnerships comparable to such trading managers' past
performance.
Neither the past performance results of the Partnerships or the trading
managers (see "The Trading Managers") nor the past performance results of the
other commodity pools sponsored by the General Partner (see "The General
Partner--Description and Performance Information of Commodity Pools Operated
by the General Partner"), are necessarily indicative of the future performance
of the Partnerships.
Substantial Charges to Each Partnership. Each Partnership incurs substantial
charges from payment of the flat-rate brokerage fee to DWR and the management
and incentive fees to its trading managers. Based on the fees and expenses
charged to them, Spectrum Strategic, Spectrum Technical and Spectrum Balanced
will be required to earn annual gross profits (after taking into account
estimated interest income) of 8.75%, 8.78% and 2.24%, respectively, of such
Partnership's annual average Net Assets in order to avoid depletion or
exhaustion of its assets. Investors should see "Break Even Analysis" on page
27 for the effect of redemption charges which are not included in the above
figures. Each Partnership will be required to earn gross profits in excess of
such amounts before realizing any net profits. See "Description of Charges to
Each Partnership."
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Restricted Investment Liquidity in the Units. The Units cannot be assigned
or transferred except on the terms and conditions set forth in each Limited
Partnership Agreement, and there is and will be no public market for the
Units. See "The Limited Partnership Agreements--Restrictions on Transfers or
Assignments." Limited Partners of a Partnership may require such Partnership
to redeem all or part of their Units as of the last day of any month at the
Net Asset Value thereof. However, Limited Partners may only redeem Units as
of, but not before the sixth month-end following the closing at which such
person first became a Limited Partner in the Spectrum Series. Furthermore,
redemptions may only be made in whole Units, in a minimum amount of 50 Units,
unless a Limited Partner is redeeming his entire interest in a Partnership.
Redemptions of Units are subject to redemption charges through the end of the
twenty-fourth month following the closing at which such Unit was issued. The
foregoing redemption charges will not apply under the circumstances outlined
herein with respect to Limited Partners who purchased Units in a Series
Exchange or a Non-Series Exchange. Units purchased pursuant to a Series
Exchange will not be subject to the six-month limitation on redemptions
described above. An investor who purchases $500,000 or more of Units will not
be subject to the redemption charges described above. The right to obtain
payment on redemption is contingent upon (a) the Partnership having assets
sufficient to discharge its liabilities on the effective date of the
redemption, and (b) the timely receipt by the General Partner of a Request for
Redemption in the form annexed to the Limited Partnership Agreement. All
liabilities of the Partnerships are accrued daily and are reflected in the
daily Net Asset Value of the Partnerships. See "Redemptions." Under certain
circumstances (including, but not limited to, a Partnership's inability to
liquidate or a delay in liquidating positions or the default or delay in
payments due a Partnership from dealers, brokers, banks, or other persons), a
Partnership may delay payment to Limited Partners requesting redemptions of
the proportionate part of the redemption requests represented by the sums
which are the subject of any such default or delay. See "Redemptions."
Conflicts of Interest in the Partnerships' Structure. DWR and the General
Partner have been instrumental in the organization of the Partnerships and may
be deemed "promoters" of the Partnerships within the meaning of Rule 405 under
the Securities Act of 1933, as amended (the "1933 Act"). See "Conflicts of
Interest."
Limited Partners Will Not Participate in Management. Purchasers of Units
will not be entitled to participate in the management of a Partnership or in
the conduct of its business. See "The Limited Partnership Agreements--
Management of Partnership Affairs." However, each Limited Partnership
Agreement provides that certain actions may be taken upon the affirmative vote
of Limited Partners owning more than 50% of the Units then owned by Limited
Partners. See "The Limited Partnership Agreements--Amendments; Meetings."
Reliance on the General Partner. A Limited Partner is relying on the ability
of the General Partner to select successfully the trading managers for each
Partnership. The selection by the General Partner of the initial trading
managers for each Partnership involved numerous considerations. The General
Partner evaluated the performance record of each trading manager and
determined which trading managers were suitable for a Partnership's overall
trading approach, trading policies and investment objectives. The General
Partner reviewed other aspects of each trading manager (including the
prospective trading manager's trading system, experience, volatility of
trading, futures interests traded, amount of management and incentive fees
normally charged, reputation of the trading manager and its personnel and
amount of funds under management) and made certain subjective judgments in
retaining trading managers for each Partnership. Although the General Partner
carefully weighed the above factors in making its selections, other factors
not considered by the General Partner may also be important. In the future,
the General Partner may be required to retain additional trading managers for
each Partnership and similar judgments will have to be made from time to time.
See "Differences Among the Spectrum Series."
Limited Operating History. The Partnerships have been trading only since
November 1994 and, accordingly, have only a limited history of operations.
While they have realized a net gain through February 1996, no assurance can be
made as to future performance. See "Performance Record of the Partnerships."
RISKS RELATING TO THE TRADING MANAGERS
Reliance on the Trading Managers. Under each Management Agreement, each
trading manager has exclusive responsibility for making trading decisions with
respect to the Net Assets of a Partnership allocated to it, except in certain
limited situations. No assurance can be given that the respective trading
systems and strategies utilized by the trading managers will prove successful
under all or any market conditions.
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Influences on Trading Strategies. Any factor which may lessen the prospect of
major trends in the future (for example, increased governmental control of, or
participation in, the currency markets) may reduce the trading managers'
ability to trade profitably in the future. Any factor which would make it more
difficult to execute timely trades, such as a significant lessening of
liquidity in a particular market, would also be detrimental to profitability.
As a result of these factors and the general volatility of the futures
interests markets, investors should view their investment as long term (at
least 2 years) in order to permit the strategies of the trading managers to
function over time. Further, trading managers may alter their strategies from
time to time in an attempt to better evaluate market movements. As a result of
such periodic modifications, it is possible that the trading strategies used by
the trading managers in the future may be different from those presently in
use. Further, the total amount of funds being managed by each trading manager
may be substantially increased by the addition of a Partnerships' account.
There appears to be a tendency for the rates of return achieved by commodity
trading advisors to diminish as equity under management increases. None of the
trading managers has agreed to limit the amount of additional equity which it
may manage. There can be no assurance whatsoever as to the effect such
increased equity will have on performance. Moreover, somewhat different trading
strategies may be required for accounts of differing sizes or trading
objectives. See "The Trading Managers." In addition, the General Partner has
agreed with RXR, the trading manager for Spectrum Balanced, to use two times
the leverage that RXR would generally use for its Balanced Portfolio Program.
In the past, RXR has traded the Balanced Portfolio Program primarily for
accounts where all of the principal of such accounts or a specific rate of
return was guaranteed as of a specified date. In these types of accounts in
order to provide for their guaranteed return, a substantial portion of the
assets are invested in long-term government obligations and are unavailable for
futures interests trading. In the case of Spectrum Balanced, however, all of
its assets will be available for futures interests trading. The General Partner
and RXR believe that employing a higher degree of leverage is appropriate given
the structural differences between Spectrum Balanced and the Balanced Portfolio
Program's other accounts. The increased size of positions that result from such
enhanced leveraging are consistent with the size of positions in managed
futures funds which do not feature a guaranteed principal or rate of return
component. While increasing the degree of leverage used for an account
generally results in the performance for such account being more volatile which
could, depending on performance, increase the gain or loss by the account. As
illustrative of the effect of the increased leverage to be employed by Spectrum
Balanced, below are the five largest losses sustained in any one month in RXR's
Balanced Portfolio prior to the inception of trading by Spectrum Balanced. (The
first number is RXR's actual rate of return for the month; the second number is
a pro forma rate of return prepared by the General Partner which shows the
effect of the increased leverage employed by Spectrum Balanced): January 1991
(3.47)%, (7.69)%; February 1994 (1.81)%, (4.19)%; May 1991 (1.98)%, (4.55)%;
September 1993 (0.96)%, (2.98)%; and April 1992 (0.90)%, (2.76)%). The General
Partner believes that Spectrum Balanced's trading performance with the enhanced
leverage will not be as volatile as most managed futures fund accounts. The
General Partner and Blenheim, one of the trading managers for Spectrum
Strategic, have agreed that Blenheim may leverage the funds of Spectrum
Strategic allocated to it differently than its standard account using
Blenheim's Global Markets Strategy. Under the Global Market Strategy, Blenheim
determines the amount of futures interest positions to be purchased for an
account based, in part, on the designated account size in that account.
Blenheim may trade the funds of Spectrum Strategic allocated to it as if it
contained more funds than the actual equity in the account. This practice will
cause an increase in the positions held in the account and a greater degree of
volatility. Blenheim may also, but is less likely to, use a lesser degree of
leverage than its standard account. Blenheim has to date used its standard
leverage for the account of Spectrum Strategic. The ability of Blenheim to
increase the leverage of the account of Spectrum Strategic could, depending on
Blenheim's performance, result in increased gain or loss by Spectrum Strategic.
The table and footnotes on page 65, "Comparison of RORs Based on Variations in
Leverage," provides examples of the effect on an account's rate of return by
increasing or decreasing the leverage used to trade the account. For example,
the following are the five largest losses sustained in any one month by
Blenheim using the trading strategy that Blenheim employs for Spectrum
Strategic (the first number is the actual rate of return; the second number is
what the rate of return would have been had Blenheim traded the account at a
level of 1.5 times the standard leverage): February 1996 (17.57)%, (26.35)%;
August 1994 (8.53)%, (12.79)%; June 1992 (8.45)%, (12.68)%; March 1994 (8.33)%,
(12.49)%; and July 1992 (8.30)%, (12.45)%.
Term of Management Agreements. The Management Agreement with each trading
manager will continue in effect for three years and thereafter will be renewed
automatically for additional one year terms unless one party thereto upon
written notice timely given notifies the other party of its intention not to
renew. In addition, each Management Agreement is terminable by the Partnership
at any time without penalty on prior written notice timely given and may be
terminated by either party in certain other circumstances. See "The Management
Agreements." Upon the expiration or termination of a Management Agreement, the
General
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Partner may be unable to enter into arrangements with the trading manager or
another trading manager which is substantially similar to the Management
Agreements described in this Prospectus.
The Effect of Multiple Trading Managers. The trading managers for a
Partnership will make trading decisions independent of each other. Thus, there
is the possibility that a Partnership could hold opposite positions in the
same or similar futures interests contracts at or about the same time or
during the same period of time. The General Partner has not prepared combined
composite performance records of the trading managers for each Partnership
which analyze if this has in the past or might in the future occur. There is
also the possibility that trading managers for one or more Partnerships may
from time to time enter identical orders and, therefore compete for the same
trades. This competition could prevent the orders from being executed at a
desired price. The performance record of each trading manager does not reflect
the impact that such factors may have on the overall performance of a
Partnership.
Unequal Apportionment of a Partnership's Assets among Trading
Managers. While the initial allocation of the assets of each Partnership will
be as set forth in "Investment Program, Use of Proceeds and Trading Policies,"
the General Partner may, in the future, allocate a Partnership's assets among
its trading managers, or the trading systems of a trading manager in different
proportions. Unequal apportionment of a Partnership's assets among its trading
managers or their systems will result in the performance of a trading manager
having a greater or lesser influence, as the case may be, on the performance
of the Partnership as a whole. Further, a trading manager could incur losses
of such magnitude that the Partnership is unable to meet margin calls from the
Net Assets allocated to that trading manager. If this occurs, the General
Partner is authorized under each Management Agreement to reapportion funds
among the trading managers for each Partnership and may be required to
reallocate funds from more successful trading managers. This could adversely
affect the performance of such trading managers and the Partnership.
New Trading Managers May be Added. The General Partner, in the future, may
designate additional trading managers to manage the funds of a Partnership and
may reapportion funds among the trading managers for each Partnership or among
a particular trading manager's trading systems. There is no maximum limit on
the amount of funds which may be allocated to a trading manager. A portion of
the Net Assets of each Partnership may in the future be subject to management
by trading managers and/or trading systems that have not yet been chosen by
the General Partner. Such additional trading managers and/or trading systems
would be selected without prior notice to, or approval from, Limited Partners,
who will not have the opportunity to review the performance record of newly
appointed trading managers prior to their appointment or the performance
record of such systems prior to their implementation.
TAXATION RISKS
Possibility of Taxation as a Corporation. The General Partner has been
advised by its legal counsel, Cadwalader, Wickersham & Taft, that under
current United States federal income tax (hereinafter "federal income tax")
laws and regulations, each Partnership will be classified as a partnership and
not as an association taxable as a corporation. That status has not been
confirmed by a ruling from, and such advice is not binding upon, the United
States Internal Revenue Service (the "Internal Revenue Service"). No such
ruling has been or will be requested. The facts and authorities relied upon by
counsel in their opinion may change in the future. If a Partnership were taxed
as a corporation for federal income tax purposes, income or loss of such
Partnership would not be passed through to Partners and the Partnership would
be subject to tax on its income at the rates of tax applicable to
corporations, without any deductions for distributions to the Partners. In
addition, all or a portion of distributions made to the Partners could be
taxable as dividends or capital gains. See "Material Federal Income Tax
Considerations."
Partner's Tax Liability May Exceed Distributions. If a Partnership realizes
profit for a taxable year, such profit will be taxable to the Partners in
accordance with their distributive shares of Partnership profit, whether or
not the profit actually has been distributed to its Partners. Accordingly,
taxes payable by Partners with respect to Partnership profit may exceed the
amount of Partnership distributions, if any, for a taxable year. Further, a
Partnership may sustain losses offsetting such profit in a succeeding taxable
year, so that Partners may never receive the profit on which they were taxed
in the prior year. See "Material Federal Income Tax Considerations."
Possible Limitation on Deduction of Certain Expenses. The deductibility of
certain miscellaneous itemized deductions is limited to the extent such
expenses exceed 2% of the adjusted gross income of an individual, trust or
estate. In addition, certain of an individual's itemized deductions are
reduced by an amount equal to the lesser of (i) 3% of such individual's
adjusted gross income over a certain threshold amount and (ii)
18
<PAGE>
80% of such itemized deductions. Based upon the activities of the Partnerships,
the General Partner has been advised by its legal counsel that various expenses
incurred by the Partnerships should not be subject to these limitations except
to the extent that the Internal Revenue Service promulgates regulations that so
provide. See "Material Federal Income Tax Considerations."
Possibility of Tax Audit. There can be no assurance that the Partnerships'
tax returns will not be audited by the Internal Revenue Service or that
adjustments to such returns will not be made as a result of such audits. If an
audit results in an adjustment, Limited Partners may be required to file
amended returns (which may themselves also be audited) and to pay back taxes
plus interest and/or penalties that may then be due. See "Material Federal
Income Tax Considerations."
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL
OF THE RISKS INVOLVED IN THIS OFFERING. POTENTIAL INVESTORS SHOULD READ THIS
PROSPECTUS IN ITS ENTIRETY BEFORE DETERMINING WHETHER TO INVEST IN THE UNITS.
CONFLICTS OF INTEREST
RELATIONSHIP OF THE GENERAL PARTNER TO THE COMMODITY BROKER
The General Partner is a wholly-owned subsidiary of Dean Witter, Discover &
Co., ("DWD") a principal subsidiary of which, DWR, acts as the commodity broker
for each Partnership pursuant to a Customer Agreement. In such capacity, DWR
receives brokerage fees for futures interests transactions effected for each
Partnership pursuant to the instructions of its trading managers. Because the
General Partner is an affiliate of DWR, there has been no arm's-length
negotiation of the flat-rate brokerage fees charged to each Partnership.
Moreover, because of such relationship the General Partner has a disincentive
to replace DWR as the commodity broker. Most customers of DWR who maintain
commodity trading accounts with over $1,000,000 pay commissions at negotiated
rates which are substantially less than the rate which will be paid by each
Partnership. Seven of the 24 currently active commodity pools for which Demeter
acts as general partner are charged flat-rate asset-based brokerage fees,
fourteen of such commodity pools are charged brokerage fees on a roundturn
brokerage commission basis (i.e., a charge for entering and exiting each
futures interest transaction) and such fees are subject to a monthly asset-
based cap, and three are charged on a roundturn brokerage commission basis
without a monthly asset-based cap. See "The Commodity Broker" and "Fiduciary
Responsibility."
The General Partner selected the trading managers and will participate in the
selection of any new trading managers for the Partnerships. However, because
the selection of trading managers who engage in a high volume of trades will
increase the costs to DWR of serving as commodity broker for the Partnership,
without DWR's receipt of an offsetting increase in revenue, the General Partner
has an incentive to select trading managers who engage in a low volume of
trades.
In addition, the Partnerships, DWR, and the General Partner are affiliated
entities and are represented by a single counsel. As a consequence of the
foregoing, there is an absence of arm's-length negotiation with respect to some
of the terms of this offering.
While each Customer Agreement is nonexclusive, so that each Partnership has
the right to seek lower commission rates from other brokers at any time, the
General Partner believes that the Customer Agreement and other arrangements
between each Partnership and DWR are fair, reasonable and competitive, and
represent the best price and services available, considering the matters
discussed in this paragraph, and in the immediately following paragraph. In
addition to DWR's cost of executing futures interests trades for the
Partnership, DWR is subject to the risk and expense of organizing the
Partnership and offering the Units, and the General Partner, an affiliate of
DWR, will provide ongoing services to the Partnership, which include
administering the redemption and Exchanges of Units, and the General Partner
has financial obligations as the general partner of the Partnership. A
significant portion of the brokerage fees paid to DWR by each Partnership will
be paid by DWR to its employees and certain Additional Sellers, if any, for
providing continuing assistance to Limited Partners to whom they have sold
Units. Such DWR employees and Additional Sellers, if any, who provide
continuing advice to Limited Partners as to when and whether to make additional
investments or redeem or Exchange Units may have a conflict of interest by
reason of their receipt of a portion of the brokerage fees paid to DWR by the
Partnerships.
19
<PAGE>
The General Partner will review the brokerage arrangements at least annually
to ensure that they are fair, reasonable and competitive, and that they
represent the best price and services available, taking into consideration the
size and trading activity of each Partnership and the services provided, and
costs, expenses, and risk borne, by DWR and the General Partner. See "The
Commodity Broker" and "Fiduciary Responsibility."
Each Partnership may trade currency forward contracts through affiliates of
the General Partner (all of the Partnerships' forward trading will initially be
done through DWR). The General Partner has a conflict of interest in selecting
its affiliates as the parties with which the Partnerships will execute their
forward trades and selecting other entities which might be able to make a
better price or superior execution available to the Partnerships. The General
Partner will review the Partnerships' forward trading arrangements on an annual
basis in an attempt to determine whether such arrangements are competitive with
those of other comparable pools in light of the circumstances. See "Risk
Factors--Risks Relating to Futures Interests Trading and the Futures Interests
Markets--Special Risks Associated with Forward Trading" and "The Futures,
Options, and Forwards Markets."
DWR and the General Partner may, from time to time, be subject to conflicting
demands in respect of their obligations to the Partnerships and other commodity
pools. Also, certain pools may generate larger brokerage commissions to DWR,
resulting in increased payments to DWR employees. Since DWR employees may
receive greater compensation from the sale of units of one pool over another,
such employees are subject to a conflict of interest in providing advice to
Limited Partners.
ACCOUNTS OF AFFILIATES OF THE GENERAL PARTNER
While the General Partner does not trade futures interests for its own
account (other than indirectly as a consequence of its position as general
partner of commodity pools), certain of the officers, directors and employees
of the General Partner and DWR, and their affiliates, and their officers,
directors and employees may from time to time trade futures interests for their
own proprietary accounts. The records of such trading will not be available to
Limited Partners. In addition, DWR is a large futures commission merchant,
handling substantial customer business in physical commodities and futures
interests, and is a clearing member of all of the major commodity exchanges in
the United States. Thus, DWR may effect transactions for the account of a
Partnership in which the other parties to the transactions are DWR's employees,
customers or correspondents. Such persons might also compete with a Partnership
in bidding on purchases or sales of contracts without knowing that such
Partnership is also bidding. It is possible that transactions for the officers,
directors, affiliates, employees, customers and correspondents of DWR or the
General Partner might be effected when similar trades for one or more
Partnerships are not executed or are executed at less favorable prices.
The Limited Partnership Agreements provide that, except as described therein
or in this 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
Partnerships. No commodity broker for the Partnerships may pay, directly or
indirectly, rebates or "give ups" to the General Partner or any trading
manager, and such prohibitions may not be circumvented by any reciprocal
business arrangements.
MANAGEMENT OF OTHER ACCOUNTS BY THE TRADING MANAGERS
Each Management Agreement allows the trading manager to manage commodity
accounts in addition to the Partnership's account and to engage in other
activities which may be unrelated to futures interests trading. Each trading
manager and its principals and affiliates may be trading their own proprietary
accounts, advising accounts for other commodity pools and/or individual
customers and operating other commodity pools and will continue such activities
in the future. Some trading managers may also operate more than one trading
system in their management of accounts, some of which systems may not be used
in trading for the Partnerships. Such other trading systems have in the past
and may in the future experience significantly different performance results
than the systems used in trading for the Partnerships. A trading manager may
have a conflict of interest in rendering advice because its compensation for
managing some other accounts may exceed its compensation for managing the
Partnership's account, and therefore may provide an incentive to favor such
other accounts. Moreover, if a trading manager makes trading decisions for such
accounts and the Partnership's account at or about the same time, the
Partnership may be competing with such other
20
<PAGE>
accounts for the same or similar positions. While the records of the trading
manager's own account and accounts managed by it will not be made available to
Limited Partners, each Management Agreement permits the General Partner access
to such records in order to determine that the Partnership's account is traded
fairly. Each Management Agreement also provides that the trading manager 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 AGREEMENT WITH DWR
Each Partnership has opened a separate trading account with DWR for each of
its trading managers pursuant to its Customer Agreement with DWR. Under the
Customer Agreement, all funds, futures interests and securities positions and
credits carried for the Partnership are held as security for such Partnership's
obligations to DWR; the margins required to initiate or maintain open positions
will be as from time to time established by DWR; and DWR may close out
positions, purchase commodities or cancel orders at any time it deems necessary
for its protection, without the consent of the Partnership. Each Partnership
also has agreed to indemnify and defend DWR, its stockholders, employees,
officers, directors and affiliates against certain liabilities incurred by them
by reason of acting as such Partnership's commodity broker. DWR, the General
Partner or the Limited Partners of the Partnership by majority vote may
terminate the brokerage relationship and close the Partnership's commodity
account at DWR at any time upon 60 days' notice. If so terminated, the
Partnership would have to negotiate a new customer agreement with a commodity
broker upon terms and conditions, including brokerage commission rates, which
cannot now be determined.
OTHER COMMODITY POOLS
The General Partner is or has been the general partner for twenty-five other
commodity pools. DWR is the commodity broker for several other commodity pools.
Each may in the future establish and/or be the general partner or commodity
broker for additional commodity pools, and any such pool may be said to be in
competition with the Partnerships in that any one or more of such pools might
compete with the Partnerships for the execution of trades.
FIDUCIARY RESPONSIBILITY
Investors should be aware that the General Partner has a fiduciary duty under
the Partnership Act to the Limited Partners of each Partnership to exercise
good faith and fairness in all dealings affecting such Partnership. The General
Partner's fiduciary duty to the Limited Partners under each Limited Partnership
Agreement is in accordance with the fiduciary duty owed to limited partners by
a general partner under Delaware law. The Limited Partnership Agreements
prohibit the Limited Partners from limiting, by any means, the fiduciary duty
of the General Partner owed to the Limited Partners under statutory or common
law. In the event that a Limited Partner believes that the General Partner has
violated its responsibility, such Limited Partner may seek legal relief for
himself and all other similarly situated Limited Partners or on behalf of the
Partnership under the Partnership Act, the CEAct, applicable federal and state
securities laws and other applicable laws to recover damages from, or to
require an accounting by, the General Partner. The trading managers for each
Partnership have a fiduciary duty under applicable law to that Partnership.
The Limited Partnership Agreements, the Customer Agreements, the Selling
Agreement and the Management Agreements generally provide that the General
Partner, DWR, the trading managers and their "affiliates" (as defined in each
Limited Partnership Agreement) shall not be liable to a 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, DWR or the trading manager, as applicable, determines, in good
faith, to be in the best interests of the Partnership, unless such act,
omission, conduct, or activity of or by the General Partner, DWR, the trading
manager or their affiliates, as applicable, constituted misconduct or
negligence.
Under the Limited Partnership Agreements, the Customer Agreements, the
Selling Agreement, and the Management Agreements, each Partnership has
generally agreed to indemnify, defend, and hold harmless the General Partner,
DWR, the trading managers for such Partnership, and their affiliates from and
against any loss, liability, damage, cost or expense (including attorneys' fees
and expenses incurred in defense of any demands, claims, or lawsuits) actually
and reasonably incurred arising from actions or omissions concerning
21
<PAGE>
the business or activities 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,
DWR, the trading manager, as applicable, has determined, in good faith, that
the act, omission, conduct or activity giving rise to the claim for
indemnification was in or not opposed to 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 or a breach of a representation or warranty. Payment of any
indemnity to such person by the Partnership would reduce the Net Assets of the
Partnership. The General Partner will not carry insurance covering such
potential losses and the Partnerships will carry no liability insurance
covering such potential losses or indemnification exposure.
Notwithstanding the foregoing, in any action brought by a Limited Partner in
the right of a Partnership, the General Partner may only be indemnified to the
extent and subject to the conditions specified in the Partnership Act (which
presently permits indemnification of any partner to the extent provided in the
Limited Partnership Agreement, as described in the immediately preceding
paragraph). Also, no indemnification of the General Partner, DWR, the trading
managers, any Additional Sellers, or their affiliates by a Partnership shall be
permitted for losses resulting from liabilities incurred for violation of
federal or state securities laws. The General Partner, DWR, the trading
managers, any Additional Sellers and such affiliates generally shall be
indemnified for settlements and related expenses of lawsuits alleging
securities law violations, and for expenses incurred in successfully defending
such lawsuits, provided that either: (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 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 they were offered or sold
Units, with respect to indemnification for securities laws violations, before
seeking court approval for indemnification. Note that, with respect to
indemnification for liabilities arising under the 1933 Act for directors,
officers or controlling persons of a Partnership or the General Partner, it is
the opinion of the SEC that such indemnification is against public policy, as
expressed in the 1933 Act, 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 DWR) 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.
22
<PAGE>
DESCRIPTION OF CHARGES TO EACH PARTNERSHIP
Each Partnership is subject to substantial charges, all of which are
described below. Note that the flat-rate brokerage fees charged to a
Partnership and the net excess interest and compensating balance benefits
(after crediting the Partnership with interest) to DWR are subject to a cap of
14% of the Partnership's month-end Net Assets (as defined in "Redemptions" on
page 139) for the calendar year (extraordinary expenses are not subject to any
cap).
DEAN WITTER SPECTRUM STRATEGIC L.P.
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
------ -------------------- ----------------------
<C> <C> <S>
Trading Managers........... Monthly Management Fee. 1/3 of 1% of the Net As-
sets allocated to each
trading manager on the
first day of each month
(a 4% annual rate).
Monthly Incentive Fee. 15% of the Trading Prof-
its experienced with re-
spect to each trading
manager's allocated Net
Assets as of the end of
each calendar month.
DWR (as Commodity
Broker)................... Brokerage Fees. A flat-rate monthly fee
of 35/48 of 1% of the
Net Assets (an 8.75% an-
nual rate) of Spectrum
Strategic as of the
first day of each month.
Such fee will cover all
brokerage commissions,
transaction fees and
costs (including "give
up" and transfer fees)
and ordinary administra-
tive and continuing of-
fering expenses.
Financial benefit to DWR The aggregate of (i) the
from interest earned on the flat-rate brokerage fee
Partnership's assets in ex- payable by the Partner-
cess of the interest paid to ship, as described
the Partnership and from above, and (ii) net ex-
compensating balance treat- cess interest and com-
ment in connection with its pensating balance bene-
designation of a bank or fits to DWR (after cred-
banks in which the Partner- iting the Partnership
ship's assets are deposited. with interest) will not
exceed 14% annually of
the Partnership's aver-
age month-end Net Assets
during a calendar year.
</TABLE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
------ -------------------- ----------------------
<C> <C> <S>
Trading Managers........... Monthly Management Fee. 1/3 of 1% of the Net As-
sets allocated to each
trading manager on the
first day of each month
(a 4% annual rate).
Monthly Incentive Fee. 15% of the Trading Prof-
its experienced with re-
spect to each trading
manager's allocated Net
Assets as of the end of
each calendar month.
DWR (as Commodity
Broker)................... Brokerage Fees. A flat-rate monthly fee
of 35/48 of 1% of the
Net Assets (an 8.75% an-
nual rate) of Spectrum
Technical as of the
first day of each month.
Such fee will cover all
brokerage commissions,
transaction fees and
costs (including "give
up" and transfer fees)
and ordinary administra-
tive and continuing of-
fering expenses.
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
------ -------------------- ----------------------
<C> <C> <S>
Financial benefit to DWR The aggregate of (i) the
from interest earned on the flat-rate brokerage fee
Partnership's assets in ex- payable by the Partner-
cess of the interest paid to ship, as described
the Partnership and from above, and (ii) net ex-
compensating balance treat- cess interest and com-
ment in connection with its pensating balance bene-
designation of a bank or fits to DWR (after cred-
banks in which the Partner- iting the Partnership
ship's assets are deposited. with interest) will not
exceed 14% annually of
the Partnership's aver-
age month-end Net Assets
during a calendar year.
</TABLE>
DEAN WITTER SPECTRUM BALANCED L.P.
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
------ -------------------- ----------------------
<C> <C> <S>
Trading Manager............ Monthly Management Fee. 5/48 of 1% of Net Assets
of Spectrum Balanced on
the first day of each
month (a 1.25% annual
rate).
Monthly Incentive Fee. 15% of the Trading Prof-
its experienced with re-
spect to Net Assets as
of the end of each cal-
endar month.
DWR (as Commodity Broker).. Brokerage Fees. A flat-rate monthly fee
of 1/2 of 1% of the Net
Assets (a 6% annual
rate) of Spectrum Bal-
anced as of the first
day of each month. Such
fee will cover all bro-
kerage commissions,
transaction fees and
costs (including "give
up" and transfer fees)
and ordinary administra-
tive and continuing of-
fering expenses.
Financial benefit to DWR The aggregate of (i) the
from interest earned on the flat-rate brokerage fee
Partnership's assets in ex- payable by the Partner-
cess of the interest paid to ship, as described
the Partnership and from above, and (ii) net ex-
compensating balance treat- cess interest and com-
ment in connection with its pensating balance bene-
designation of a bank or fits to DWR (after cred-
banks in which the Partner- iting the Partnership
ship's assets are deposited. with interest) will not
exceed 14% annually of
the Partnership's aver-
age month-end Net Assets
during a calendar year.
</TABLE>
1. TRADING MANAGERS
Each Partnership pays its trading managers a monthly management fee, whether
or not the assets of the Partnership as a whole or the assets allocated to such
trading manager are profitable, and will pay its trading managers a monthly
incentive fee if Trading Profits are earned on such trading manager's allocated
Net Assets.
(a) Monthly Management Fee. Each of Spectrum Strategic and Spectrum Technical
pays each of its trading managers a monthly management fee equal to 1/3 of 1%
(a 4% annual rate) of such Partnership's Net Assets allocated to such trading
manager as of the first day of each month. Spectrum Balanced pays its trading
manager a monthly management fee equal to 5/48 of 1% (a 1.25% annual rate) of
its Net Assets as of the first day of each month. For the year ended December
31, 1995, Spectrum Strategic, Spectrum Technical and Spectrum Balanced paid
aggregate management fees of $824,036, $1,373,227 and $161,155, respectively.
For example, if the Net Assets of Spectrum Strategic or Spectrum Technical
equaled $9,000,000 as of the first day of each month during the fiscal year,
such Partnership's trading managers would receive an aggregate monthly
management fee for the year of $360,000 ( 1/3 of 1% of $9,000,000 per month, or
$30,000, times 12). The management fee would be divided among such trading
managers based on the portion of such $9,000,000 allocated to each trading
manager at the beginning of each month. If the Net Assets of Spectrum Balanced
equaled $9,000,000 as of the first day of each month during the fiscal year,
the trading manager of the
24
<PAGE>
Partnership would receive an aggregate monthly management fee for the year of
$112,500 ( 5/48 of 1% of $9,000,000 per month, or $9,375, times 12).
If during any month after a Partnership commenced trading operations
(including the month in which such Partnership commenced such operations),
such Partnership does not conduct business operations or suspends trading or,
as a result of an act or failure to act by a trading manager or managers, is
otherwise unable to utilize the trading advice of such trading manager(s) on
any of the trading days of that period for any reason, the management fee
described above will be prorated based on the ratio by which the number of
trading days in the month which such Partnership's account managed by the
trading manager(s) engaged in trading operations or utilized the trading
advice of the trading manager(s) bears to the total number of trading days in
the month. If a Management Agreement is terminated on a date other than the
end of a calendar month, the management fee described above will be determined
as if such date were the end of a month, but such fee will be prorated based
on the ratio by which the number of trading days in the month through the date
of termination bears to the total number of trading days in the month.
(b) Incentive Fee. Each Partnership pays a monthly incentive fee equal to
15% of Trading Profits experienced with respect to each of its trading
manager's allocated Net Assets as of the end of each calendar month. "Trading
Profits" is defined to mean net futures interests trading profits (realized
and unrealized) earned on the trading manager's allocated Net Assets,
decreased by monthly management fees and brokerage fees which are chargeable
to the trading manager's allocated Net Assets; 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 manager. 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 the Partnership. For the
year ended December 31, 1995, Spectrum Strategic, Spectrum Technical and
Spectrum Balanced paid aggregate incentive fees of $437,310, $600,504 and
$104,999, respectively.
If any payment of incentive fees is made to a trading manager on account of
Trading Profits with respect to its allocated Net Assets and the trading
manager thereafter fails to earn Trading Profits or experiences losses for any
subsequent calendar month, the trading manager will be entitled to retain such
amounts of incentive fees previously paid to the trading manager in respect of
such Trading Profits. However, no subsequent incentive fees will be payable to
the trading manager for subsequent calendar months until the Partnership has
again earned Trading Profits with respect to that trading manager's allocated
Net Assets; provided, however, that if a trading manager's allocated Net
Assets are reduced or increased because of redemptions, additions or
reallocations which occur at the end of or subsequent to a month in which the
trading manager experiences a futures interests trading loss with respect to
its allocated Net Assets, the trading loss which must be recovered before the
Net Assets allocated to the trading manager will be deemed to experience
Trading Profits will be equal to the amount determined by (x) dividing such
trading manager's allocated Net Assets after such increase or decrease by such
trading manager's allocated Net Assets immediately before such increase or
decrease and (y) multiplying that fraction by the amount of the unrecovered
futures interests trading loss experienced in the month prior to such increase
or decrease. In the event that the Partnership experiences a futures interests
trading loss in more than one month without the payment of an intervening
incentive fee and such trading manager's allocated Net Assets are increased or
reduced in more than one such month because of redemptions, additions or
reallocations, then an adjustment to the trading loss for each such month will
be made in accordance with the formula described above and such increased or
reduced amount of futures interests trading loss will be carried forward and
used to offset subsequent futures interests trading profits.
Thus, for example, if a trading manager earned Trading Profits of $1,000,000
with respect to its allocated Net Assets for the month ended March 31, the
trading manager would receive an incentive fee of $150,000 for that period.
If, however, the trading manager experiences realized and/or unrealized
trading losses, or fees offset trading profits, so as to result in a $250,000
loss with respect to its allocated Net Assets for the month ended April 30, no
incentive fee will be paid to the trading manager for that period. If the
trading manager is to earn an incentive fee for the month ended May 31, the
trading manager 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 calendar month as of which an incentive fee was paid (i.e.,
March 31), and not from the immediately preceding calendar month. For the
calendar month ended May 31, Trading Profits would be equal to the amount of
profits in excess of $250,000. The trading manager would receive an incentive
fee for such month equal to 15% of such Trading Profits. (The foregoing
examples assume no redemptions or reallocations
25
<PAGE>
or additional purchases of Units during the periods in question, which would
require adjustments as described above.)
Because incentive fees are determined and paid separately for each trading
manager, Spectrum Strategic and/or Spectrum Technical may be required to pay
an incentive fee to one or two trading managers in any given month in spite of
losses or a lack of Trading Profits experienced by the Partnership as a whole.
2. COMMODITY BROKER
(a) 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 interests and the subsequent offsetting sale (or
purchase). However, pursuant to the Customer Agreements with DWR, each
Partnership will not pay commodity brokerage commissions on a per-trade basis,
but rather at a monthly flat-rate. Spectrum Strategic and Spectrum Technical
each pays to DWR a monthly flat-rate fee of 35/48 of 1% of such Partnership's
Net Assets as of the first day of each month (an 8.75% annual rate). Spectrum
Balanced pays to DWR a monthly flat-rate fee of 1/2 of 1% of such
Partnership's Net Assets as of the first day of each month (a 6% annual rate).
For the year ended December 31, 1995, Spectrum Strategic, Spectrum Technical
and Spectrum Balanced paid brokerage fees of $1,802,579, $3,003,934 and
$503,995, respectively. DWR will receive such brokerage fees, irrespective of
the number of trades executed on the Partnership's behalf.
DWR pays, from the flat-rate brokerage fees received by it, all costs of
executing trades by the Partnerships, including floor brokerage fees,
clearinghouse fees, NFA fees, "give up" or transfer fees, any costs associated
with taking delivery of futures interests, fees for execution of forward
contract transactions, the execution of cash transactions relating to the
exchange of futures for physicals ("EFP") transactions, and the use of DWR's
institutional and overnight execution facilities. DWR also pays from the flat-
rate brokerage fee received from each Partnership, the ordinary administrative
and continuing offering expenses of the Partnership. Ordinary administrative
expenses include legal, accounting and auditing expenses, printing and mailing
expenses, and filing fees incurred in preparing reports, notices and tax
information to Limited Partners and regulatory bodies. Continuing offering
expenses include the cost of legal, accounting and auditing fees, printing
costs, solicitation and marketing costs and other related fees and expenses.
Such payments to DWR are compensation, in part, for the risks of organizing
the Partnerships and conducting the initial and continuing offerings.
Specifically, DWR paid all of the costs incurred in connection with the
organization of the Partnerships and the initial offering of Units, and will
pay the costs of the Continuing Offering. The Partnerships will not reimburse
DWR for any such organization and initial and continuing offering costs, and
while DWR may recoup such costs from the brokerage fees paid by each
Partnership, the Partnerships will not be liable for any such costs at any
time. Additionally, the General Partner, an affiliate of DWR, will provide
ongoing services to the Partnerships, which include evaluating, retaining,
monitoring and terminating trading managers for the Partnerships and
administering the redemption and Exchange of Units. Such fee also enables DWR
to compensate its employees or Additional Sellers who provide continuing
services to Limited Partners to whom they have sold Units. See "The Commodity
Broker--Brokerage Arrangements" and "Plan of Distribution."
While each Partnership will be paying a flat-rate brokerage fee, rather than
"roundturn commissions" on each trade, it is estimated, based upon the trading
managers' historical trading, that such flat-rate brokerage fees would
translate into roundturn commissions ranging from approximately $37-45 for
Spectrum Balanced, $40-49 for Spectrum Strategic, and $45-55 for Spectrum
Technical. 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 MANAGERS FOR THE RESPECTIVE PARTNERSHIPS.
(b) Financial Benefits. DWR benefits from the interest credit arrangements
and possible compensating balance treatment in connection with its designation
of a bank or banks in which the Partnerships' assets are deposited. See
"Investment Program, Use of Proceeds and Trading Policies."
No increase in any of the management, incentive or brokerage fees payable by
a Partnership 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 in such Partnership 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
26
<PAGE>
Date; (ii) such notice describes the redemption and voting rights of Limited
Partners; and (iii) Limited Partners redeeming Units at the first Redemption
Date following such notice will not be subject to any redemption charges.
Notwithstanding the foregoing, each Partnership's expenses are subject to the
following limits: (a) the aggregate of (i) the management fees payable by the
Partnership, and (ii) the Partnership's customary and routine administrative
expenses (other than commodity brokerage commissions, transaction fees and
costs, incentive fees, legal and accounting fees and expenses, and
extraordinary expenses), 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
monthly incentive fee payable by the Partnership shall not exceed 15% of the
Partnership's Trading Profits, provided that such incentive fee may be
increased by 2% for each 1% by which the aggregate fees and expenses described
in clause (a) of this sentence are limited below the 6% of Net Assets annual
limit thereon (i.e., if such fees and expenses are limited to 4% of Net
Assets, the maximum incentive fee payable may be increased to 19%); (c) if the
Partnership were to pay roundturn brokerage commissions, the brokerage
commissions (excluding transaction fees and costs) payable by the Partnership
to DWR or any other commodity broker for the Partnership shall not exceed 80%
of DWR's or such other 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 DWR or any other commodity broker for
the Partnership, (ii) the transaction fees and costs payable by the
Partnership, and (iii) the net excess interest and compensating balance
benefits to DWR or any other commodity broker for the Partnership (after
crediting the Partnership with interest) shall not exceed 14% annually of the
Partnership's average month-end Net Assets during such calendar year, and the
General Partner or an affiliate thereof will pay any fees and expenses in
excess of such limits.
The foregoing fees and expenses may equal a significant percentage of the
annual average Net Assets of each Partnership. Based on the foregoing fees and
expenses, Spectrum Strategic, Spectrum Technical and Spectrum Balanced will be
required to earn annual trading profits (after taking into account estimated
interest income based upon current rates of 5%) of 8.75%, 8.78% and 2.24%,
respectively, of such Partnership's annual average Net Assets in order to
avoid depletion or exhaustion of the assets of the Partnership. Investors
should see "Break Even Analysis" below for the effect of redemption charges
which are not included in the above figures.
3. BREAK EVEN ANALYSIS
Based upon the annual fees and expenses of Spectrum Strategic, Spectrum
Technical and Spectrum Balanced, the Partnerships will be required to earn
trading profits (after taking into account estimated interest income) of
11.86%, 11.88% and 5.38%, respectively, per year of annual average annual Net
Assets in order for a Limited Partner to break-even (earning profits
sufficient to pay the redemption charge and to recoup its initial investment)
upon redemption after one year.
Based upon the selling price as of February 29, 1996, Spectrum Strategic,
Spectrum Technical and Spectrum Balanced must earn net trading profits of
$1.22, $1.34 and $.60 per Unit, respectively, in order for a Limited Partner
to break-even (earning profits sufficient to recoup its initial investment
upon redemption of a Unit after one year after payment by the Partnership of
its expenses and payment of the 3% redemption charge (as calculated below)).
<TABLE>
<CAPTION>
SPECTRUM SPECTRUM SPECTRUM
STRATEGIC TECHNICAL BALANCED
--------- --------- --------
$ $ $
<S> <C> <C> <C>
Selling Price per Unit (as of 2/29/96)(1)......... 10.29 11.28 11.16
Management Fee(2)................................. .41 .45 .14
Brokerage Fee(3).................................. .90 .99 .67
Less Interest Income(4)........................... (.41) (.45) (.56)
Redemption Fee(5)................................. .32 .35 .35
Incentive Fee(6).................................. -- -- --
Amount of Trading Income Required for a Limited
Partner to Recoup its
Investment at the End of One Year................ 1.22 1.34 .60
Percentage of Initial Selling Price............... 11.86% 11.88% 5.38%
</TABLE>
- -------
Notes
(1) Units of each Partnership are offered for sale at monthly closings to be
held as of the last day of each month at a purchase price equal to 100% of
the Net Asset Value of the Unit.
(2) In the case of Spectrum Strategic and Spectrum Technical, monthly
management fees are equal to 1/3 of 1% of the Net Assets allocated to each
trading manager on the first day of each month (a 4% annual rate).
27
<PAGE>
In the case of Spectrum Balanced, the monthly management fee is equal to
5/48 of 1% of the Partnership's Net Assets on the first day of each month (a
1.25% annual rate).
(3) The brokerage fee in the case of Spectrum Strategic and Spectrum Technical
is a flat-rate monthly fee of 35/48 of 1% of Net Assets (an 8.75% annual
rate) as of the first day of the month. The brokerage fee in the case of
Spectrum Balanced is a flat-rate monthly fee of 1/2 of 1% of Net Assets (a
6% annual rate) as of the first day of the month. Such fee will cover all
brokerage commissions, transaction fees and costs (including "give up" and
transfer fees) and ordinary administrative and continuing offering
expenses.
(4) DWR credits each Partnership at month-end with interest income as if 80%,
in the case of Spectrum Strategic and Spectrum Technical, and 100%, in the
case of Spectrum Balanced, of such Partnership's average daily Net Assets
for the month were invested at a prevailing rate on U.S. Treasury Bills.
Such rate was estimated based upon current rates of 5%.
(5) Units redeemed at the end of one year from the date of purchase are subject
to a 3% redemption charge.
(6) Incentive fees are assumed to be zero because (i) interest income is
greater than the redemption fee and (ii) each trading manager's trading
profits equal expenses.
The General Partner will furnish to each Limited Partner a monthly statement
describing the performance of each of the Partnerships and setting forth, among
other things, aggregate management and incentive fees, and brokerage fees, and
extraordinary expenses, if any, incurred or accrued by the Partnerships during
the month and certain other information concerning the Net Asset Value of a
Unit of each Partnership. See "The Limited Partnerships Agreements--Reports to
Limited Partners."
28
<PAGE>
INVESTMENT PROGRAM, USE OF PROCEEDS AND TRADING POLICIES
The Spectrum Series consists of three Delaware limited partnerships, each
formed to engage primarily in the speculative trading of futures and forward
contacts, options on futures contracts and on physical commodities, and other
commodity interests, including foreign currencies, financial instruments,
precious and industrial metals, energy products, and agriculturals
(collectively, "futures interests"). The entire proceeds of this offering
received by each Partnership from the sale of its Units and the capital
contribution of the General Partner to each Partnership will be deposited in
separate commodity trading accounts established by DWR for each of the trading
managers. The proceeds received by each Partnership at Monthly Closings,
together with the continuing capital contributions of the General Partner to
such Partnership will also be deposited in such trading accounts. All of the
funds in a Partnership's trading accounts will be used to engage in futures
interests trading pursuant to instructions provided by the trading managers.
The General Partner anticipates that each Partnership's margin commitments with
respect to its U.S. commodity futures positions will range between 10% and 40%
of the Net Assets of a Partnership, although in certain circumstances, a
Partnership's margin levels could deviate substantially from that range. See
"Risk Factors--Risks Relating to Futures Interests Trading and the Futures
Interests Markets--Futures Interests Trading is Highly Leveraged." The
Partnerships trade on various United States futures exchanges and such trading
will be subject to CFTC regulation and the rules of the applicable exchanges.
The Partnership's assets deposited with DWR will be segregated in accordance
with Section 4d(2) of the CEAct and CFTC regulations. The Partnerships' trading
on foreign futures exchanges is subject to regulation by foreign regulatory
authorities and the rules of the applicable exchange. From time to time in
connection with foreign currency contracts and foreign futures and options
contracts, the Partnership's assets may be deposited in accounts with non-
United States banks and foreign brokers which are segregated on the books of
such banks or brokers for the benefit of DWR customers. All such non-United
States banks and foreign brokers will be qualified depositories pursuant to
relevant CFTC Advisories. Such non-United States 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 protections provided by such foreign regulatory authorities
may differ significantly from those provided by United States regulators. See
"Risk Factors--Risks Relating to Futures Interests Trading and the Futures
Interests Markets--Special Risks Associated with Forward Trading" and "--
Special Risks Associated with Trading on Foreign Exchanges."
The trading managers for Spectrum Strategic are currently allocated the net
proceeds received by such Partnership at each of its Monthly Closings in the
following proportions:
<TABLE>
<CAPTION>
%
------
<S> <C>
Blenheim Investments, Inc. ........................................ 33 1/3
A. Gary Shilling & Co., Inc........................................ 33 1/3
Willowbridge Associates Inc........................................ 33 1/3
</TABLE>
In the future, the proceeds from each of the Monthly Closings attributable to
Spectrum Strategic may be allocated to its trading managers in such proportions
as the General Partner, in its sole discretion, shall determine.
The trading managers for Spectrum Technical are currently allocated the net
proceeds received by such Partnership at each of its Monthly Closings in the
following proportions:
<TABLE>
<CAPTION>
%
---
<S> <C>
Campbell & Company, Inc............................................... 20
Chesapeake Capital Corporation
Diversified Program................................................. 20
Financials and Metals Program....................................... 20
John W. Henry & Co., Inc.
Original Investment Program......................................... 20
Financials and Metals Portfolio..................................... 20
</TABLE>
In the future, the proceeds from each of the Monthly Closings attributable to
Spectrum Technical may be allocated to its trading managers and their trading
programs in such proportions as the General Partner, in its sole discretion,
shall determine.
29
<PAGE>
The trading manager for Spectrum Balanced is allocated the net proceeds
received by such Partnership at each of its Monthly Closings in the following
proportions:
<TABLE>
<CAPTION>
%
---
<S> <C>
RXR, Inc.............................................................. 100
</TABLE>
The trading managers for each Partnership are obligated to invest in
accordance with the trading policies applicable to such Partnership. These
trading policies provide, among other things, that a trading manager may
commit as margin up to, but no more than, a certain percentage of funds under
management.
DWR credits each Partnership at month-end with interest income as if 80%, in
the case of each of Spectrum Strategic and Spectrum Technical, and 100%, in
the case of Spectrum Balanced, of such Partnership's average daily Net Assets
for the month were invested at a prevailing rate for U.S. Treasury Bills. All
of such funds will be available for margin for the Partnerships' trading. For
purposes of such interest payments, Net Assets do not include monies due a
Partnership on or with respect to forward contracts and other futures
interests but not actually received by it from banks, brokers, dealers and
other persons. The Partnerships' funds will either be invested together with
other customer segregated funds or will be held in non-interest-bearing bank
accounts. In either case, the Partnerships will be credited with interest at
the rate earned by DWR on its U.S. Treasury Bill investments with customer
segregated funds (as if 80% of their respective assets were invested in U.S.
Treasury Bills in the case of Spectrum Strategic and Spectrum Technical, and
100% in the case of Spectrum Balanced); DWR will retain any interest earned in
excess of the interest paid to the Partnerships. To the extent that the assets
of the Partnerships are held in non-interest-bearing bank accounts, DWR or its
affiliates will benefit from compensating balance treatment in connection with
DWR's designation of a bank or banks in which the Partnerships' assets are
deposited, i.e., DWR or its affiliates will receive favorable loan rates from
such bank or banks by reason of such deposits. It is not possible to quantify
compensating balance benefits at present; however, while it is anticipated
that such benefits will exceed the interest required to be 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
such benefits to DWR or its affiliates exceed the interest DWR is obligated to
credit to the Partnerships, they will not be shared with the Partnerships.
Notwithstanding the foregoing, the aggregate of (i) brokerage fees payable by
a Partnership, and (ii) the net excess interest and compensating balance
benefits to DWR or its affiliates (after crediting the Partnership with
interest as described above) cannot exceed 14% annually of a Partnership's
average month-end Net Assets during each calendar year.
Assets of each Partnership are not commingled with assets of one another or
any other entity. Margin deposits and deposits of assets with a commodity
broker do not constitute commingling.
DIFFERENCES AMONG THE SPECTRUM SERIES
The Spectrum Series was organized by the General Partner to meet certain
needs of investors in managed futures funds. The Spectrum Series, a series of
related managed futures funds, offers the investor a choice of managed futures
funds with different investment objectives, trading approaches, trading
managers and trading policies and the opportunity to shift investments among
such funds. The Spectrum Series presently consists of three Delaware limited
partnerships organized pursuant to the form of Limited Partnership Agreement
attached hereto as Exhibit A. The General Partner and commodity pool operator
of each Partnership is Demeter Management Corporation. See "The General
Partner."
The selection of trading managers for each Partnership was based on a review
of each trading manager's trading system, strategy, experience and trading
performance record in view of the investment objectives and trading policies
of such Partnership. By reviewing this information, the General Partner was
able, among other things, to categorize each trading manager based on its
trading approach. The General Partner also reviewed trading performance
records to determine the level of volatility in performance experienced by
each trading manager 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 manager;
however future performance may be completely different. See "Risk Factors" and
"The Futures, Options and Forwards Markets." THE GENERAL PARTNER IS NOT
PREDICTING OR GUARANTEEING ANY LEVEL OF PERFORMANCE OR RISK BY ANY
PARTNERSHIP. PAST PERFORMANCE IS NOT PREDICATIVE OF FUTURE PERFORMANCE.
30
<PAGE>
SPECTRUM STRATEGIC
Spectrum Strategic seeks as its investment objective to achieve capital
appreciation by allocating its assets to trading managers whose discretionary
trading approaches employ primarily fundamental methodologies, such as
evaluating supply and demand levels as well as other economic and political
indicators, in their trading strategies.
The trading managers for Spectrum Strategic are Blenheim Investments, Inc.
("Blenheim"), A. Gary Shilling & Co., Inc. ("Shilling & Co.") and Willowbridge
Associates Inc. ("Willowbridge").
BLENHEIM INVESTMENTS, INC. (CURRENT ALLOCATION: 34%)--Blenheim is a New
Jersey corporation formed in 1988 and is registered as a commodity trading
advisor ("CTA") and a commodity pool operator ("CPO") with the CFTC and is a
member of the NFA in such capacities. The assets of Spectrum Strategic
allocated to Blenheim will be traded pursuant to Blenheim's discretionary
trading strategy (which has been traded since July 1988) which relies
primarily on its experience in trading, and utilizes fundamental, geopolitical
and technical factors in its analysis and evaluation of the futures markets.
As of January 31, 1996, Blenheim was managing approximately $144.3 million of
client assets pursuant to the trading strategy described above ("notional
funds" excluded).
A. GARY SHILLING & CO., INC. (CURRENT ALLOCATION: 29%)--Shilling & Co. is a
New Jersey corporation formed in 1978 and is registered as a CTA with the CFTC
and is a member of the NFA in such capacity. The assets of Spectrum Strategic
allocated to Shilling & Co. will be traded pursuant to Shilling & Co.'s
fundamental analysis of major themes influencing international business and
financial markets (which has been traded since August 1990). While fundamental
analysis establishes the investment strategy, Shilling & Co. relies on its
trading experience and technical factors to execute its trading strategies. As
of January 31, 1996, Shilling & Co. was managing approximately $17.9 million
of client assets pursuant to the trading strategy described above ("notional
funds" excluded).
WILLOWBRIDGE ASSOCIATES INC. (CURRENT ALLOCATION: 37%)--Willowbridge is a
Delaware corporation formed in 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 Spectrum
Strategic allocated to Willowbridge will be traded pursuant to Willowbridge's
Select Investment Program whereby Spectrum Strategic will allocate assets to
be traded pursuant to Willowbridge's XLIM trading approach (which has been
traded since August 1988), which utilizes the fundamental analysis of Mr.
Philip Yang (Willowbridge's Director and President). As of January 31, 1996,
Willowbridge was managing approximately $133.8 million of assets pursuant to
the XLIM Trading Approach and approximately $347.7 million of client assets in
its other programs ("notional funds" excluded).
A full description of each trading manager, their principals and trading
systems and their performance records (including information as to volatility,
leverage and rates of return) selected for Spectrum Strategic are included in
"The Trading Managers." Read "The Trading Managers" carefully before you
decide to invest. See "Risk Factors--Risks Relating to the Trading Managers--
Past Results Not Necessarily Indicative of Future Results."
SPECTRUM TECHNICAL
Spectrum Technical seeks as its investment objective to achieve capital
appreciation by allocating its assets to trading managers whose trading
approaches utilize various proprietary technical long-term trend-following
systems.
The trading managers for Spectrum Technical are Campbell & Company, Inc.
("Campbell"), Chesapeake Capital Corporation ("Chesapeake") and John W. Henry
& Co., Inc. ("JWH").
CAMPBELL & COMPANY, INC. (CURRENT ALLOCATION: 19%)--Campbell is a Maryland
corporation formed in 1978 and is registered as a CTA and CPO with the CFTC
and is a member of the NFA in such capacities. The assets of Spectrum
Technical allocated to Campbell will be traded pursuant to its Financial,
Metal & Energy Large Portfolio (which has been traded since April 1983) which
utilizes computerized technical trend following systems to profit from major
and sustained futures price trends. As of January 31, 1996, Campbell was
managing approximately $319.0 million of client assets pursuant to the
Financial, Metal & Energy Large Portfolio and approximately $402.9 million in
all of its programs.
31
<PAGE>
CHESAPEAKE CAPITAL CORPORATION (CURRENT ALLOCATION: 39%)--Chesapeake is an
Illinois corporation formed in 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 Spectrum
Technical allocated to Chesapeake will be allocated in equal proportions
pursuant to its Diversified Program (which has been traded since February
1988) and its Financials and Metals Program (which has been traded since March
1992). In the Diversified Program, Chesapeake applies its trend-following
system to a global portfolio of futures and forward markets, including
agricultural products, precious and industrial metals, currencies, financial
instruments, and stock, financial and economic indices. Chesapeake may trade
these markets on any U.S. or foreign exchange. The Financials and Metals
Program applies its trend-following system to a portfolio of interest rate
contracts, currency contracts, stock index contracts, certain precious and
industrial metals and energy contracts. As of January 31, 1996, Chesapeake was
managing approximately $745 million of customer funds in the Diversified
Program ("notional funds" excluded), approximately $23 million of client
assets in the Financials and Metals Program ("notional funds" excluded) and
approximately $789 million of client assets in all of its programs ("notional
funds" excluded).
JOHN W. HENRY & CO., INC. (CURRENT ALLOCATION: 42%)--JWH is a California
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. New assets of Spectrum
Technical allocated to JWH will be allocated in equal proportions pursuant to
its Original Investment Program (which has been traded since October 1982) and
its Financial and Metals Portfolio (which has been traded since October 1984).
The Original Investment Program utilizes long-term quantitative models in
which positions are held in every market it trades (either short or long) at
all times. The Financial and Metals Portfolio utilizes intermediate-term and
long-term quantitative trend analysis models which participates in four major
market sectors--interest rates, world currencies, stock indices and precious
metals--and initiates trades according to trend-emergence and computerized
determination of relative risk. As of January 31, 1996, JWH was managing
approximately $97.9 million of client assets pursuant to its Original
Investment Program, approximately $893.1 million of client assets pursuant to
its Financial and Metals Portfolio and approximately $1,300 million in all of
its portfolios (excluding InterRate (TM)).
A full description of each trading manager, their principals and trading
systems and their performance records (including information as to volatility,
leverage and rates of return) selected for Spectrum Technical are included in
"The Trading Managers." Read "The Trading Managers" carefully before you
decide to invest. See "Risk Factors--Risks Relating to the Trading Managers--
Past Results Not Necessarily Indicative of Future Results."
SPECTRUM BALANCED
Spectrum Balanced seeks as its investment objective to achieve capital
appreciation by allocating its assets to a trading manager whose trading
approach utilizes a comprehensive portfolio management strategy that
incorporates elements of diversification, asset allocation and hedging and
yield enhancement strategies.
The trading manager for Spectrum Balanced is RXR, Inc. ("RXR").
RXR, INC. (CURRENT ALLOCATION 100%)--RXR is a Delaware corporation formed in
1985 and is registered as a CTA with the CFTC and is a member of the NFA in
such capacity. RXR will trade the assets of Spectrum Balanced pursuant to its
Balanced Portfolio Program (which has been traded since September 1986), a
comprehensive portfolio management strategy designed to produce consistent
performance over a wide range of economic environments using a diversified
portfolio of stock index futures, bond futures, a diversified futures
portfolio and short term interest rate instruments. In trading for the
Partnership, RXR has agreed with the General Partner to adjust the leverage
used in its Balanced Portfolio Program to 2.0 times the standard leverage of
the Balanced Portfolio Program. As of October 31, 1995, RXR was managing
approximately $117.2 million of client assets pursuant to its Balanced
Portfolio Program and approximately $460.9 million in all of its programs
(notional funds excluded).
A full description of RXR, its principals and trading systems and their
performance records (including information as to volatility, leverage and
rates of return) are included in "The Trading Managers." Read "The Trading
Managers" carefully before you decide to invest. See "Risk Factors--Risks
Relating to the Trading Managers--Past Results Not Necessarily Indicative of
Future Results."
Each Partnership conducts its business separately and independent of the
other Partnerships.
32
<PAGE>
NEW PARTNERSHIPS
In the future, newly organized partnerships may be added to the Spectrum
Series and units of limited partnership interest of such partnerships may be
offered pursuant to a supplement to this Prospectus. Such partnerships will
generally have different trading managers and may have substantially different
trading approaches. A Limited Partner should carefully review the supplement
to this Prospectus describing any such partnership before making the decision
to purchase units of any such partnership.
TRADING POLICIES
Each Partnership requires its trading managers to manage the funds allocated
to them in accordance with trading policies set forth in its Limited
Partnership Agreement. The trading policies for each Partnership and its
trading managers are as follows: [Note: Bracketed language not applicable to
Spectrum Balanced. Italicized language applicable only to Spectrum Balanced.]
1. The trading managers will trade only in those futures interests
contracts that have been approved by the General Partner. [The Partnership
normally will not establish new positions in a futures interests contract
for any one contract month or option if such additional positions would
result in a net long or short position for that futures interest contract
requiring as margin or premium more than 15% of the Partnership's Net
Assets.] In addition, the Partnership will, except under extraordinary
circumstances, maintain positions in futures interest contracts in at least
two market segments (i.e., agricultural items, industrial items (including
energies), metals, currencies, and financial instruments (including stock,
financial, and economic indices)) at any one time.
2. [The Partnership will not acquire additional positions in any futures
interests contract if such additional positions would result in the
aggregate net long or short positions for all futures interests contracts
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 managers will reduce their 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
which monitors participants in the interbank and forward markets with which
DWR deals on a regular basis.
4. The trading managers will not generally take a position after the
first notice day in any futures interests during the delivery month of that
contract, 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. The Partnership may purchase "cash" stocks and bonds, or options on
stock or bond indices, on a temporary basis under unusual circumstances in
which it is not practicable or economically feasible to establish the
Partnership's stock index or bond portfolios in the futures markets and may
acquire "cash" instruments in its short-term interest rate futures
component.
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 interests due to favorable price
movement as margin specifically to buy or sell additional positions in the
same or a related futures interests. Taking into account the Partnership's
open trade equity (i.e., the profit or loss on an open futures interest
position) on existing positions in determining generally whether to acquire
additional futures interests positions on behalf of the Partnership will
not be considered to constitute "pyramiding."
6. The Partnership will not under any circumstances lend money to
affiliated entities 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 (as defined in Section 14(c) of the Limited
Partnership Agreement), 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
33
<PAGE>
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.
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.
The trading policies are applicable to the three Partnerships offering Units
hereby. In the future, new partnerships added to the Spectrum Series may have
substantially different trading policies. For example, a partnership may be
organized to trade only one commodity or commodity group, and as such may
conflict with certain trading policies which have been established for Spectrum
Strategic, Spectrum Technical and Spectrum Balanced. There is no obligation on
the part of any new partnership of the Spectrum Series to conform its trading
policies to those set forth above.
34
<PAGE>
THE SPECTRUM SERIES
THE INITIAL OFFERING
Each Partnership was formed as a limited partnership on April 29, 1994 and
was capitalized through the contributions of $10 by the General Partner and $10
by an initial limited partner. The initial limited partner of each of the
Partnerships ceased to be a limited partner of such Partnership at its Initial
Closing. The Partnerships commenced trading operations on November 2, 1994.
The General Partner has agreed to make capital contributions to each
Partnership so that the General Partner's aggregate contribution to each
Partnership is 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.
The Spectrum Series initially solicited subscriptions for up to 10,000,000
Units at an offering price of $10 per Unit from September 15, 1994 through
November 2, 1994. At the Initial Closing on November 2, 1994 an aggregate of
1,685,039.265 Units were sold to the public for an aggregate purchase price of
$16,850,392.
At the Initial Closing, Spectrum Strategic sold 661,719.229 Units to the
public at $10 per Unit for an aggregate purchase price of $6,617,192. Demeter
contributed $100,000 to Spectrum Strategic in order to meet its minimum capital
contribution requirement.
At the Initial Closing, Spectrum Technical sold 783,803.717 Units to the
public at $10 per Unit for an aggregate purchase price of $7,838,037. Demeter
contributed $113,984 to Spectrum Technical in order to meet its minimum capital
contribution requirement.
At the Initial Closing, Spectrum Balanced sold 239,516.319 Units to the
public at $10 per Unit for an aggregate purchase price of $2,395,163. Demeter
contributed $98,234 to Spectrum Balanced in order to meet its minimum capital
contribution requirement.
THE CONTINUING OFFERING
In November 1994, the Spectrum Series commenced the Continuing Offering of
unsold Units. During the Continuing Offering, the minimum investment for most
new subscribers is $5,000, except (a) in the case of an IRA for which the
minimum subscription for a new subscriber is $2,000 or (b) in the case of a
Non-Series Exchange the lesser of (i) $5,000 ($2,000 in the case of IRAs), (ii)
the proceeds from the sale of five units (or two units in the case of IRAs) or
(iii) the proceeds from the redemption of such subscriber's entire interest in
such other commodity pool.
At the 16 Monthly Closings held by the General Partner and DWR as of February
29, 1996, Spectrum Strategic had sold an additional 2,781,426.467 Units and
received proceeds of $26,258,473; Spectrum Technical had sold an additional
5,249,148.045 Units and received proceeds of $48,661,491; and Spectrum Balanced
had sold an additional 1,175,611.097 Units and received proceeds of
$11,937.441. In connection with such Monthly Closings, the General Partner
contributed an additional $242,000 to Spectrum Strategic, $533,000 to Spectrum
Technical, and $55,000 to Spectrum Balanced. See "Capitalization." As of
February 29, 1996, Spectrum Strategic had approximately 5,393 Limited Partners
of record, Spectrum Technical had approximately 8,821 Limited Partners of
record and Spectrum Balanced had approximately 2,645 Limited Partners of
record.
During the Continuing Offering, Units of each Partnership are being offered
for sale at Monthly Closings to be held as of the last day of each month at a
purchase price per Unit 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 Net Asset Value of a Unit of a Partnership is not related to the
performance of any other Partnership and depends on the combined performance of
its trading managers. Such Net Asset Value may increase or decrease
substantially between the date of a subscription and the date as of which such
subscription is accepted by the General Partner; consequently, a subscriber may
receive at a Monthly Closing more or fewer Units of a Partnership than would
have been received if the Monthly Closing had been held on the date of the
subscription. Additionally, even if the amount if a subscription is divided
equally among the Partnerships, the number of Units of each Partnership
purchased at a Monthly Closing will not generally be the same and may differ
significantly.
35
<PAGE>
PERFORMANCE RECORDS
The Partnerships began trading on November 2, 1994. The performance summary
of each such Partnership from the commencement of trading through February 29,
1996 is set forth on Tables I, II and III below. All performance information
has been calculated on an accrual basis in accordance with generally accepted
accounting principles.
PERFORMANCE OF SPECTRUM STRATEGIC
Table I sets forth the actual performance record of Spectrum Strategic from
its commencement of trading operations on November 2, 1994 through February 29,
1996.
PERFORMANCE OF SPECTRUM TECHNICAL
Table II sets forth the actual performance record of Spectrum Technical from
its commencement of trading operations on November 2, 1994 through February 29,
1996.
PERFORMANCE OF SPECTRUM BALANCED
Table III sets forth the actual performance record of Spectrum Balanced from
its commencement of trading operations on November 2, 1994 through February 29,
1996.
---------------
INVESTORS ARE CAUTIONED THAT THE INFORMATION SET FORTH IN EACH CAPSULE
PERFORMANCE SUMMARY IS NOT INDICATIVE OF, AND HAS NO BEARING ON, ANY TRADING
RESULTS WHICH MAY BE ATTAINED BY SPECTRUM STRATEGIC, SPECTRUM TECHNICAL AND
SPECTRUM BALANCED, RESPECTIVELY, IN THE FUTURE, SINCE PAST RESULTS ARE NOT A
GUARANTEE OF FUTURE RESULTS. THERE CAN BE NO ASSURANCE THAT ANY 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.
36
<PAGE>
TABLE I
PERFORMANCE OF SPECTRUM STRATEGIC
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 2, 1994
Aggregate Subscriptions: $35,604,994
Current Capitalization: $34,194,063
Current Net Asset Value per Unit: $10.29
Worst Monthly % Drawdown (Month/Year): (10.29)%
(February 1996)
Worst Month-End Peak-to-Valley Drawdown: (10.29)%
(February 1996)
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
--------------------------------------------
MONTH 1996 1995 1994
----- ---- ---- ----
% % %
<S> <C> <C> <C>
January 3.71 (3.50)
February (10.29) 1.45
March 7.86
April 0.00
May (0.66)
June (6.38)
July (0.81)
August 4.00
September (0.39)
October 0.30
November 2.76 0.10
December 6.24 0.00
Compound Annual/Period (6.96) 10.49 0.10
Rate of Return (2 months) (2 months)
</TABLE>
TABLE II
PERFORMANCE OF SPECTRUM TECHNICAL
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 2, 1994
Aggregate Subscriptions: $66,200,174
Current Capitalization: $66,561,872
Current Net Asset Value per Unit: $11.28
Worst Monthly % Drawdown (Month/Year): (6.39)% (February
1996)
Worst Month-End Peak-to-Valley Drawdown: (7.41)% (June
1995-October 1995)
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
--------------------------------------------
MONTH 1996 1995 1994
----- ---- ---- ----
% % %
<S> <C> <C> <C>
January 4.78 (1.84)
February (6.39) 5.10
March 10.21
April 3.60
May 0.69
June (1.12)
July (2.44)
August (0.63)
September (3.33)
October 0.09
November 0.93 (0.90)
December 6.09 (1.31)
Compound Annual/Period (1.91) 17.59 (2.20)
Rate of Return (2 months) (2 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
37
<PAGE>
TABLE III
PERFORMANCE OF SPECTRUM BALANCED
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 2, 1984
Aggregate Subscriptions: $15,737,445
Current Capitalization: $15,767,701
Current Net Asset Value per Unit: $11.16
Worst Monthly % Drawdown (Month/Year): (7.92)% (February
1996)
Worst Month-End Peak-to-Valley Drawdown: (7.92)%
(February 1996)
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
--------------------------------------------
MONTH 1996 1995 1994
----- ---- ---- ----
% % %
<S> <C> <C> <C>
January 0.41 1.32
February (7.92) 4.62
March 2.88
April 2.15
May 4.38
June 0.79
July (1.39)
August (1.41)
September 1.61
October 0.26
November 2.72 (0.50)
December 2.99 (1.21)
Compound Annual/Period (7.54) 22.79 (1.70)
Rate of Return (2 months) (2 months)
</TABLE>
FOOTNOTES TO TABLES I, II AND III.
"Drawdown" means decline in net asset value per unit. "Worst Month-End Peak-
to-Valley" as used herein is equivalent to the "drawdown" experienced by a
Partnership, determined in accordance with CFTC Rule 4.10 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 net performance for the month (gross realized
profit (loss), plus increase (decrease) in unrealized profit (loss), plus
interest income, minus brokerage, management and incentive fees and other
expenses) divided by the beginning net asset value for the month.
"Compound Annual Rate of Return" is calculated by multiplying on a compound
basis each of the monthly rates of return and not by adding or averaging such
monthly rates of return. For periods of less than one year, the results are
year-to-date.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
38
<PAGE>
SELECTED FINANCIAL DATA
The following is the results of operations of Spectrum Strategic, Spectrum
Technical and Spectrum Balanced for the period ended December 31, 1995 and for
the period from November 2, 1994 (commencement of operations) to December 31,
1994. For the complete 1995 Annual Report for all the Partnerships, see page F-
2 of this Prospectus. For performance information with respect to each
Partnership, see "The Spectrum Series--Performance Records."
<TABLE>
<CAPTION>
DEAN WITTER SPECTRUM STRATEGIC L.P.
--------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS) TO
1995 DECEMBER 31, 1994
------------------ -------------------
<S> <C> <C>
$ $
REVENUES
Trading Profit (Loss):
Realized 3,408,036 (221,731)
Net change in unrealized 1,451,792 367,611
---------- ----------
Total Trading Results 4,859,828 145,880
Interest income (DWR) 887,226 55,127
---------- ----------
Total Revenues 5,747,054 201,007
---------- ----------
EXPENSES
Brokerage commissions (DWR) 1,802,579 121,039
Management fees 824,036 55,333
Incentive fees 437,310 18,841
---------- ----------
Total Expenses 3,063,925 195,213
---------- ----------
NET INCOME 2,683,129 5,794
========== ==========
Net Income Allocation:
Limited Partners 2,659,882 5,704
General Partner 23,247 90
Net Income per Unit:
Limited Partners 1.05 .01
General Partner 1.05 .01
TOTAL ASSETS AT THE END OF
PERIOD 33,049,282 12,042,772
TOTAL NET ASSETS AT END OF
PERIOD 32,462,932 11,918,929
NET ASSET VALUE PER UNIT AT END
OF PERIOD
Limited Partners 11.06 10.01
General Partner 11.06 10.01
<CAPTION>
DEAN WITTER SPECTRUM TECHNICAL L.P.
--------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS) TO
1995 DECEMBER 31, 1994
------------------ -------------------
<S> <C> <C>
$ $
REVENUES
Trading Profit (Loss):
Realized 4,446,595 (786,137)
Net change in unrealized 3,362,093 724,455
---------- ----------
Total Trading Results 7,808,688 (61,682)
Interest income (DWR) 1,430,845 67,617
---------- ----------
Total Revenues 9,239,533 5,935
---------- ----------
EXPENSES
Brokerage commissions (DWR) 3,003,934 149,907
Management fees 1,373,227 68,529
Incentive fees 600,504 19,678
---------- ----------
Total Expenses 4,977,665 238,114
---------- ----------
NET INCOME (LOSS) 4,261,868 (232,179)
========== ==========
Net Income (Loss) Allocation:
Limited Partners 4,226,249 (229,460)
General Partner 35,619 (2,719)
Net Income (Loss) per Unit:
Limited Partners 1.72 (.22)
General Partner 1.72 (.22)
TOTAL ASSETS AT THE END OF
PERIOD 60,075,842 15,084,678
TOTAL NET ASSETS AT END OF
PERIOD 59,326,379 14,931,054
NET ASSET VALUE PER UNIT AT END
OF PERIOD
Limited Partners 11.50 9.78
General Partner 11.50 9.78
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER SPECTRUM BALANCED L.P.
--------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS) TO
1995 DECEMBER 31, 1994
------------------ -------------------
$ $
<S> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,508,581 (61,916)
Net change in unrealized 373,624 18,804
---------- ---------
Total Trading Results 1,882,205 (43,112)
Interest income (DWR) 447,608 25,896
---------- ---------
Total Revenues 2,329,813 (17,216)
---------- ---------
EXPENSES
Brokerage commissions (DWR) 503,995 29,040
Incentive fees 161,155 --
Management fee 104,999 6,050
---------- ---------
Total Expenses 770,149 35,090
---------- ---------
NET INCOME (LOSS) 1,559,664 (52,306)
========== =========
Net Income (Loss) Allocation:
Limited Partners 1,536,421 (50,640)
General Partner 23,243 (1,666)
Net Income (Loss) per Unit:
Limited Partners 2.24 (.17)
General Partner 2.24 (.17)
TOTAL ASSETS AT THE END OF PERIOD 14,923,682 3,817,871
TOTAL NET ASSETS AT END OF PERIOD 14,754,500 3,797,845
NET ASSET VALUE PER UNIT AT END OF
PERIOD
Limited Partners 12.07 9.83
General Partner 12.07 9.83
</TABLE>
40
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity. The assets of each Partnership are deposited with DWR in separate
commodity trading accounts established by DWR for each trading manager and are
used by each Partnership as margin to engage in trading. DWR holds such assets
in either non-interest bearing bank accounts or in securities approved by the
CFTC for investment of customer funds. See "Investment Program, Use of
Proceeds and Trading Policies." Each Partnership's assets held by DWR may be
used as margin solely for such Partnership's trading. Since each Partnership's
sole purpose is to trade in futures interests contracts and other futures
interests, it is expected that each Partnership will continue to own such
liquid assets for margin purposes.
A Partnership's investment in futures interest contracts and other futures
interests may be illiquid. See "Risk Factors--Risks Relating to Futures
Interests and the Futures Interests Markets--Futures Interest Trading May be
Illiquid." If the price for a futures contract for a particular futures
interest has increased or decreased by an amount equal to the "daily limit,"
positions in the 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. Such market conditions could prevent a Partnership
from promptly liquidating its futures interests positions and impose
restrictions on redemptions. See "Redemptions" and "Risk Factors." However,
since commencement of trading by the Partnerships there has never been a time
when illiquidity has affected a material portion of any Partnerships' assets.
Capital Resources. Each Partnership does not have, nor does it 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 contracts and other futures 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. Spectrum Strategic began trading in November 1994 and
increased slightly in its first two months of trading. Spectrum Strategic
recorded small gains in November in the metals, sugar and currency futures
markets. Trading losses in the currency and financial futures markets during
December offset a majority of the gains recorded during November. Overall,
Spectrum Strategic posted relatively flat performance during the first two
months of trading primarily as a result of a lack of development of any major
price changes in the calendar year's final two months.
For the year ended December 31, 1994, Spectrum Strategic's total trading
revenues, including interest income, were $201,007. Total expenses for the
year were $195,213, resulting in a net gain of $5,794. The value of an
individual Unit in Spectrum Strategic increased from $10.00 at November 2,
1994 to $10.01 at December 31, 1994.
Spectrum Strategic recorded losses during January 1995 as a result of
trading in currency, metals and soft commodities futures markets. Smaller
gains in the energy and global financial futures markets offset a portion of
these losses for the month. Spectrum Strategic posted positive results in
February and March primarily as a result of sustained price movements in
international stock index and bonds futures markets. Additional gains 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.
Small net gains were recorded during April as gains in agricultural and
currency trading more than offset losses in the energy and global financial
futures markets. Spectrum Strategic recorded losses during May due primarily
to volatile price movement in the currency, metals and soft commodities
futures markets. Losses were experienced in June primarily from trading global
interest rate futures. Additional losses were experienced in the currency,
agricultural and soft commodities markets.
The third quarter began with losses primarily as a result of the erratic
price movement in a majority of the futures markets trading during July. The
most significant losses were recorded in the agricultural and soft commodities
markets. Trading gains were experienced during August primarily as a result of
a decrease in value of the Japanese yen relative to the U.S. dollar. Smaller
gains in financial futures and soft commodities offset losses in the metals
and energy markets during the month. During September, Spectrum Strategic
recorded losses as a result of trading in the metals markets as both base and
precious metals prices moved in
41
<PAGE>
a volatile pattern. In currency trading, gains from transactions involving the
Japanese yen more than offset losses recorded from transactions involving most
European currencies.
Modest gains were recorded in October as a result of profits recorded from
long positions in German bund, U.S. Treasury bond, euroswiss and eurodollar
futures as prices in each of these markets increased during the month. Small
gains were recorded in agricultural futures. Long positions in European
interest rate futures recorded gains as prices in European bond futures
increased in November. Additional gains were recorded from trading in Nikkei
index futures, as well as from transactions involving short German mark
positions as the value of the mark decreased during the month. During December,
agricultural and energy futures prices moved higher and gains were recorded
from long positions in these markets. Trading losses in soft commodities and
metals futures offset a portion of Spectrum Strategic's overall gains in
December.
For the year ended December 31, 1995, Spectrum Strategic's total trading
revenues, including interest income, were $5,747,054. Total expenses for the
period were $3,063,925, resulting in a net gain of $2,683,129. The value of an
individual Unit in Spectrum Strategic increased from $10.01 at December 31,
1994 to $11.06 at December 31, 1995.
Spectrum Technical began trading in November 1994 and decreased in its first
two months of trading to close the calendar year at a Net Asset Value per unit
of $9.78. Spectrum Technical recorded losses as a result of trading in the
currency and energy futures markets during November. Smaller losses were
recorded during December as trading losses in the currency and financial
futures markets offset gains in metals and soft commodities. Overall, Spectrum
Technical posted losses during the first two months of trading primarily as a
result of a lack of development of any significant trends in the calendar
year's final two months.
For the year ended December 31, 1994, Spectrum Technical's total trading
losses, net of interest income, were $5,935. Total expenses for the period were
$238,114, resulting in a net loss of $232,179. The value of an individual Unit
in Spectrum Technical decreased from $10.00 at November 2, 1994 to $9.78 at
December 31, 1994.
Spectrum Technical began 1995 with a strong first quarter. A majority of the
first quarter profits resulted from financial futures prices strengthening,
resulting in profits for Spectrum Technical's long stock index and bond futures
positions during February and March. Smaller trading gains were recorded in
currency trading due to an upward move in the value of the Japanese yen and
major European currencies versus the U.S. dollar. A portion of these gains for
the first quarter was offset by losses experienced in January. The majority of
these losses during January were recorded in the currency markets as an upward
move in the value of most major European currencies relative to the U.S. dollar
occurred early in the month, followed by an extremely sharp and sudden reversal
late in the month.
During April, profits were posted as a result of a continued upward move in
global financial futures prices. Modest gains were recorded by Spectrum
Technical during May as the upward trend in global interest rate futures prices
continued and gains were recorded from previously established long global bond
futures positions. A portion of these gains were offset by losses in the
currency, metals and energy markets. Spectrum Technical recorded losses during
June as international bond futures prices pulled back from their previous four
month upward trend.
Trading losses were experienced during July due primarily to the U.S. bond
futures prices retreating from their previous upward move. Additional losses
were recorded in the metals, energy and agricultural markets as prices in these
markets moved in a trendless pattern. During August, trading losses in
traditional commodities and financial futures more than offset gains
experienced in the currency markets. Currency gains were recorded from short
Japanese yen positions as the value of the yen continued to move lower relative
to the U.S. dollar. Currency trading during September resulted in losses due
primarily to a sharp and extremely significant reversal in the upward move on
the U.S. dollar relative to most European currencies on September 20 and 21.
Energy prices also reversed their previous upward move that began earlier in
the month, resulting in additional losses for Spectrum Technical during this
period.
Trendless price movement in energy and soft commodities futures resulted in
losses during October. Additional losses were experienced in global financial
futures as prices in these markets also moved without consistent direction.
Gains from currency trading offset a small portion of these losses for the
month. Gains were experienced during November as a result of trading global
interest rate and coffee futures. Trading losses
42
<PAGE>
in currency, energy and metals futures, as a result of trendless prices
movement in each of these markets, offset a portion of these gains. Energy
prices broke out of their previous trendless patterns and moved higher during
December enabling the Fund to record profits from long gas and oil futures
positions. Additional gains were recorded from trading other additional
commodities and financial futures.
For the year ended December 31, 1995, Spectrum Technical's total trading
revenues, including interest income, were $9,239,533. Total expenses for the
period were $4,977,665, resulting in net income of $4,261,868. The value of an
individual Unit in Spectrum Technical increased from $9.78 at December 31, 1994
to $11.50 at December 31, 1995.
Spectrum Balanced began trading in November 1994 at a Net Asset Value per
Unit of $10.00 and decreased in its first two months of trading to close the
calendar year at a Net Asset Value per Unit of $9.83. Spectrum Balanced
replicates a balanced portfolio of stocks, bonds and managed futures utilizing
the futures, options and forward markets. Spectrum Balanced traded for only two
months in 1994, recording losses in the currency and U.S. stock and bond
futures markets and gains in coffee, cotton and natural gas from the managed
futures portion of the balanced portfolio.
For the year ended December 31, 1994, Spectrum Balanced's total trading
losses, net of interest income, were $17,216. Total expenses for the period
were $35,090, resulting in a net loss of $52,306. The value of an individual
Unit in the Spectrum Balanced decreased from $10.00 at November 2, 1994 to
$9.83 at December 31, 1994.
Spectrum Balanced recorded gains during the first quarter in the stock
portion of the balanced portfolio as domestic stock prices increased throughout
the quarter, resulting in profits for Spectrum Balanced's long S&P 500 Index
futures position. The managed futures portion of the portfolio posted profits
during the first three months of the year as a result of trading global
financial futures and world currencies, as well as soft commodities and energy
futures. Smaller gains were recorded in the bond portion of the portfolio as
U.S. Treasure bond prices increased during January and February.
Profits were posted during April primarily from trading currency and global
bonds futures in the managed futures portion of the portfolio. Additional gains
were recorded in U.S. bond and stock index futures as prices in these markets
moved higher during the month. During May, trading gains were recorded in
international bond futures, as well as in domestic stock index futures. The
majority of the gains recorded during June were experienced in S&P 500 Index
futures trading. Smaller gains were recorded in U.S. Treasury bonds futures. In
the managed futures portion of the portfolio, trading gains in wheat, coffee,
copper and crude oil futures offset losses in global financial futures and
currency trading.
Trading losses were recorded during July primarily as a result of losses in
U.S. and international interest rate futures, as well as traditional commodity
futures. Gains in S&P 500 Index futures and currency trading offset a portion
of these losses for the month. Trading in S&P Index futures resulted in losses
during August as prices retreated from their previous upward move. Additional
losses were recorded from trading base metals and global interest rate futures
in the managed futures portion of the portfolio. Gains in U.S. Treasury bond
futures, as well as in currency, energy and global stock index futures offset a
portion of the losses in August. Increasing domestic stock and bond futures
prices resulted in gains for Spectrum Balanced during September. In the managed
futures portion of the portfolio, gains in agricultural, soft commodities and
global interest rate futures offset losses in energy, currency and base metals
futures trading.
Trendless price movement in energy and soft commodities futures resulted in
losses during October. Additional losses were experienced in global financial
futures as prices in these markets.
Modest gains were recorded in October from profits recorded in U.S. Treasury
bond futures, as well as in aluminum and corn futures trading. Losses in
currency, soft commodities, global interest rate and S&P 500 Index futures
offset a portion of these gains. Trading gains were experienced in November as
both U.S. stock and bond futures prices moved higher during the month.
Additional profits were recorded in the managed futures portion of the
portfolio from trading in global interest rate and energy futures. During
December, trading gains were experienced as energy prices continued to increase
and gains were recorded from previously established long gas and oil futures
positions. Additional gains were recorded in domestic stock index and bond
futures trading.
For the year ended December 31, 1995, Spectrum Balanced's total trading
revenues, including interest income, were $2,329,813. Total expenses for the
period were $770,149, resulting in net income of $1,559,644. The
43
<PAGE>
value of an individual Unit in the Spectrum Balanced increased from $9.83 at
December 31, 1994 to $12.07 at December 31, 1995.
See "Selected Financial Data" and "Independent Auditors' Report and Financial
Statements of Dean Witter Spectrum Series" herein.
Overall, 1995 proved to be a successful year for each Partnership of the
Spectrum Series. Although each Partnership is dramatically different in
structure, all three took advantage of the profit opportunities that arose
throughout the year. Since their inception in November 1994, Spectrum Balanced
has increased by 20.1% (a compound annualized return of 17.6%), Spectrum
Strategic has increased by 10.6% (a compound annualized return of 9.0%) and
Spectrum Technical has increased by 15.0% (a compound annualized return of
12.6%).
To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Statement of Operations
and Statement of Financial Condition. Total trading results were greater in
1995 than in the two-month period for which each of the Partnerships traded in
1994. This was due in large part to the trading managers profiting from
sustained price moves in bond and currency futures during 1995. In 1994, the
Partnerships only traded two months and posted losses, or in the case of
Spectrum Strategic, only small profits. This was attributable primarily to the
lack of significant price moves in the majority of markets during this
relatively brief period.
Interest income to Spectrum Strategic and Spectrum Technical is derived from
80% of its assets earning interest at the prevailing rate paid on U.S. Treasury
Bills. Spectrum Balanced earns interest at the same rate on 100% of its assets.
The size of the assets and the fluctuation of interest rates affect the
resulting interest income annual totals. Interest income for each of the
Partnerships was greater in 1995 than the two month period in 1994 due to a
greater time period and an increasing size of each Partnership's asset base due
to subscriptions far outweighing redemptions.
In regard to expenses of the Partnerships, brokerage commissions to the
Partnerships are charged at an annual rate of 8.75% of assets for Spectrum
Strategic and Spectrum Technical and at an annual rate of 6% for Spectrum
Balanced. Management fees to the Partnerships are charged at an annual rate of
4% for Spectrum Strategic and Spectrum Technical, and 1% for Spectrum Balanced.
Each of these fees for all of the Partnerships were greater in 1995 than the
two-month period in 1994 because of a longer time period and the increasing
asset size of each of the Partnerships. Incentive fees are charged on a monthly
basis at 15% of each trading manager's net profits in each of the Partnerships.
Incentive fees were greater in 1995 than the two month period in 1994 for each
of the Partnerships as a result of increased monthly profitability by a
majority of the trading managers.
See "Selected Financial Data" and "Independent Auditors' Report and Financial
Statements of Dean Witter Spectrum Series" herein.
Financial Instruments. Each Partnership is a party to financial instruments
with elements of off-balance sheet market and credit risk. The Partnerships
trade futures, options, and forward contracts in interest rates, stock indices,
commodities, currencies, petroleum and precious 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 of the futures interests positions held by
the Partnership at the same time, and if the trading managers were unable to
offset futures interests positions of the Partnership, the Partnership could
lose all of its assets and the Limited Partners would realize a 100% loss. In
addition to the trading managers internal controls, a trading manager must be
in compliance with the Trading Policies of the Partnership. Such Trading
Policies include standards for liquidity and leverage that the Partnership must
comply with. Each trading manager and the General Partner monitor the
Partnerships' trading activities to ensure compliance with the Trading
Policies. See "Investment Program, Use of Proceeds and Trading Policies." The
General Partner may (under the terms of each Management Agreement) require a
trading manager 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 is a risk to a Partnership (credit risk) that a counterparty
will not be able to meet its obligations to the Partnership. The counterparty
of a 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, a clearinghouse
44
<PAGE>
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 members' customers and as such,
should significantly reduce this credit risk. For example, a defaulting
member's mandatory contributions to a clearinghouse guarantee fund may be used
by clearinghouse to cover the default; non-defaulting members' contributions to
a clearinghouse guarantee fund may be used to cover the default; a
clearinghouse may assess its members to cover the default; the clearinghouse
may utilize established lines or letters of credit with banks to cover the
default; and/or the clearinghouse may utilize the surplus capital and other
available assets of the exchange and clearinghouse to cover the default. In
cases where a 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
clearinghouse or the counterparty as the case may be. DWR, in its business as
an international commodity broker, constantly monitors the creditworthiness of
the exchanges and clearing members of the foreign exchanges with which it does
business for clients, including the Partnerships. As a member of various
futures exchanges, DWR is able to monitor the credit risk of such exchanges. In
addition, DWR employees from time to time serve on supervisory or management
committees of such exchanges. If DWR believes that there was a problem with the
creditworthiness of an exchange on which a Partnership deals, it would so
advise the General Partner. With respect to exchanges of which DWR is not a
member, DWR acts only through clearing brokers it has determined to be
creditworthy. DWR establishes credit limits for each clearing broker and
monitors its exposure to each clearing broker on a daily basis. If DWR believes
that a clearing broker with which it deals on behalf of clients were not
creditworthy, it would terminate its relationship with such broker. With
respect to forward contract trading, the Partnerships trade with only those
counterparties which the General Partner, together with DWR, have determined to
be creditworthy. The credit exposure of each counterparty is checked daily and
all positions of each Partnership are valued each day on a mark-to-market
basis. As set forth in each Partnerships' Trading Policies, in determining
creditworthiness, the General Partner and DWR consult with the Corporate Credit
Department of DWR. Currently, the Partnerships deal only with DWR as their
counterparty on forward contracts. While DWR and the General Partner monitor
the creditworthiness and risks 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 Partnerships. For additional
discussion regarding exchange and counterparty risk see "Risk Factors--Risks
Relating to Futures Interests Trading and the Futures Markets."
At December 31, 1995 open futures, options and forward contracts were:
<TABLE>
<CAPTION>
CONTRACT OR NOTIONAL AMOUNT
----------------------------------
SPECTRUM SPECTRUM SPECTRUM
BALANCED STRATEGIC TECHNICAL
---------- ----------- -----------
$ $ $
<S> <C> <C> <C>
EXCHANGE TRADED CONTRACTS:
Financial Futures
Commitments to Purchase.............. 10,185,000 112,590,000 107,671,000
Commitments to Sell.................. 1,286,000 27,712,000 20,387,000
Options Written...................... -- 9,865,000 --
Foreign Futures
Commitments to Purchase.............. 4,769,000 142,365,000 51,165,000
Commitments to Sell.................. 1,109,000 20,701,000 15,282,000
Options Written...................... -- 8,762,000 --
Commodity Futures
Commitments to Purchase.............. 16,671,000 88,628,000 136,327,000
Commitments to Sell.................. 73,000 17,287,000 8,149,000
Options Written...................... -- 200,000 --
OFF EXCHANGE TRADED FORWARD CURRENCY
CONTRACTS
Commitments to Purchase.............. 6,993,000 242,000 7,035,000
Commitments to Sell.................. 6,806,000 242,000 44,415,000
</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 and losses on open contracts is reported as a component
of "Equity in Commodity Futures Trading Accounts" on the Statements of
Financial Condition and totaled at December 31, 1995; $392,428 for Spectrum
Balanced, $1,819,403 for Spectrum Strategic, and $4,086,548 for Spectrum
Technical.
45
<PAGE>
For Spectrum Balanced of the $392,428 net unrealized gain on open contracts
at December 31, 1995, $428,893 related to exchange traded futures contracts and
$(36,465) related to off exchange traded forward currency contracts.
For Spectrum Strategic of the $1,819,403 net unrealized gain on open
contracts at December 31, 1995, $1,819,403 related entirely to exchange traded
futures and options contracts.
For Spectrum Technical of the $4,086,548 net unrealized gain on open
contracts at December 31, 1995, $4,164,279 related to exchange traded futures
contracts and $(77,731) related to off exchange traded forward currency
contracts.
The contract amounts in the above table represent the Partnerships' 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 Partnerships'
Statements of Financial Condition.
Exchange Traded Futures Contracts held by the Partnerships at December 31,
1995 mature through June 1996 for Spectrum Balanced, December 1996 for Spectrum
Strategic, and December 1996 for Spectrum Technical respectively. Off Exchange
Forward Currency Contracts held by the Partnerships at December 31, 1995 mature
through January 1996 for Spectrum Balanced, January 1996 for Spectrum
Strategic, and January 1996 for Spectrum Technical respectively.
The Partnerships also have credit risk because the sole counterparty, with
respect to most of the Partnerships' 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 Partnerships' exchange traded futures and option 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 totalled, at December 31, 1995, $31,413,330 in
the case of Spectrum Strategic, $56,869,689 in the case of Spectrum Technical,
and $13,837,961 in the case of Spectrum Balanced. With respect to the
Partnerships' off exchange traded foreign currency forward 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 contracts, the
Partnerships are at risk to the ability of DWR, the counteparty on all
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>
SPECTRUM BALANCED SPECTRUM STRATEGIC SPECTRUM TECHNICAL
---------------------- ---------------------- ----------------------
ASSETS LIABILITIES ASSETS LIABILITIES ASSETS LIABILITIES
---------- ----------- ---------- ----------- ---------- -----------
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
Exchange-Traded Con-
tracts:
Financial Futures....... 10,315,000 1,410,000 28,704,000 16,932,000 45,660,000 26,140,000
Commodity Futures....... 2,419,000 649,000 51,920,000 11,250,000 19,938,000 11,023,000
Foreign Futures and For-
ward
Currency............... 6,285,000 1,934,000 31,941,000 11,889,000 50,015,000 19,011,000
Off-Exchange-Traded For-
eign
Currency Contracts..... 4,014,000 4,079,000 71,000 48,000 21,986,000 18,280,000
</TABLE>
Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.
46
<PAGE>
CAPITALIZATION
The following tables set forth the actual capitalization of each Partnership
as of February 29, 1996 and the pro forma capitalization of each Partnership
adjusted to reflect (i) the net proceeds to Spectrum Strategic, Spectrum
Technical and Spectrum Balanced of $84,786,667, $150,932,017 and $66,483,903,
respectively, from the sale of the approximately 8,239,715, 13,380,498 and
5,957,339 unsold Units, respectively, at the respective Net Asset Values of
$10.29, $11.28, and $11.16 during the next 12 months, and (ii) the capital
contribution of the General Partner based on such capitalization. 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
OUTSTANDING AMOUNT TO BE
AS OF OUTSTANDING IF
FEBRUARY 29, ADDITIONAL
1996 UNITS ARE SOLD
------------ --------------
<S> <C> <C>
$ $
Spectrum Strategic
Limited Partnership Interest (1).............. 33,852,675 152,492,107
General Partnership Interest (1).............. 341,388 1,540,323
Spectrum Technical
Limited Partnership Interest (1).............. 65,895,779 282,723,575
General Partnership Interest (1).............. 666,093 2,855,794
Spectrum Balanced
Limited Partnership Interest (1).............. 15,605,054 97,694,011
General Partnership Interest (1).............. 162,647 986,809
</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
such Monthly Closing. The actual proceeds from such sales will depend upon
the Net Asset Value per Unit at the time of sale.
47
<PAGE>
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 ("Demeter" or the "General Partner").
Effective in 1977, the General Partner became registered with the CFTC as a
commodity pool operator 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) 392-5453. The
General Partner is an affiliate of DWR in that both companies are wholly-owned
subsidiaries of Dean Witter, Discover & Co. ("DWD"), which is a publicly-owned
company. DWD, 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.
The General Partner is or has been the general partner and commodity pool
operator for twenty-five other commodity pools-Dean Witter Cornerstone Fund I
("Cornerstone I"), Dean Witter Cornerstone Fund II ("Cornerstone II"), Dean
Witter Cornerstone Fund III ("Cornerstone III"), Dean Witter Cornerstone IV
("Cornerstone IV"), Dean Witter Reynolds Commodity Partners ("Commodity
Partners"), Columbia Futures Fund ("Columbia"), Dean Witter Diversified Futures
Fund Limited Partnership ("Diversified"), Dean Witter Diversified Futures Fund
II L.P. ("Diversified II"), Dean Witter Diversified Futures Fund III L.P.
("Diversified III"), Dean Witter Multi-Market Portfolio, L.P. (formerly Dean
Witter Principal Guaranteed Fund L.P.) ("Multi-Market"), Dean Witter Principal
Guaranteed Fund II L.P. ("Principal Guaranteed Fund II"), Dean Witter Principal
Guaranteed Fund III L.P. ("Principal Guaranteed Fund III"), Dean Witter
Principal Plus Fund L.P. (including Dean Witter Principal Plus Fund Management
L.P., an affiliated pool, "Principal Plus"), Dean Witter Principal Secured
Futures Fund L.P. ("Principal Secured"), Dean Witter Select Futures Fund L.P.
("Select"), Dean Witter Global Perspective Portfolio L.P. ("Global"), Dean
Witter World Currency Fund L.P. ("World Currency"), DWFCM International Access
Fund L.P. ("IAF"), DWR/JWH Futures Fund L.P. ("DWR/JWH") and DWR Chesapeake
L.P. ("Chesapeake"), plus four other commodity pools which are exempt from
certain disclosure requirements pursuant to CFTC Rule 4.7. The General Partner
has served in such capacities since the inception of Commodity Partners in
February 1981 (until its termination in December 1988), the inception of
Columbia in February 1985, the inception of Cornerstone I from its inception in
1985 (until its termination in December 1991), the inception of Cornerstone II
and Cornerstone III in 1985, the inception of Cornerstone IV in 1987, the
inception of Diversified in November 1987, the inception of Diversified II in
September 1988, the inception of Diversified III in May 1990, the inception of
Multi-Market in April 1988, the inception of Principal Guaranteed Fund II in
October 1988, the inception of Principal Guaranteed Fund III in October 1988,
the inception of Principal Plus in August 1989, the inception of Principal
Secured in August 1990, the inception of Select in March 1991, the inception of
Global in November 1991, the inception of World Currency in December 1992, the
inception of IAF in October 1993, the inception of Chesapeake in November 1994
and the inception of DWR/JWH in December 1995. The commodity pools for which
Demeter acts as the General Partner had, in the aggregate, $1,000.7 million of
assets under management as of February 29, 1996.
Summary information regarding the performance of each of the pools for which
the General Partner acts as commodity pool operator (other than the four pools
exempt from disclosure under CFTC Rule 4.7) is set forth in "Performance of
Certain Other Commodity Pools Operated by the General Partner" in this section.
The responsibilities of the General Partner are described under "Fiduciary
Responsibility" and "The Limited Partnership Agreements--Management of
Partnership Affairs." The General Partner receives no compensation for its
services to the Partnerships (however, the General Partner shares office space,
equipment and staff with DWR, which receives brokerage fees from the
Partnerships, as described under "Description of Charges to Each Partnership").
Under the Limited Partnership Agreement of each Partnership, the General
Partner is required to maintain its net worth at an amount not less than 10% of
the total contributions to each Partnership by all the partners thereof and to
any other limited partnership for which it acts as a general partner by all
partners. In addition to its current capitalization and exclusive of its
anticipated investment in the Partnerships, the General Partner will increase
its net worth from time to time as may be required as additional Limited
Partners are admitted to the Partnerships or otherwise. DWD has contributed to
the General Partner additional capital necessary to permit the General Partner
to meet certain Internal Revenue Service guidelines regarding the net worth of
a corporate general partner of a limited partnership and intends to continue to
do so. See "Capitalization."
48
<PAGE>
In this connection, as reflected in DWD's 1995 Annual Report, DWD had total
stockholder's equity of $4,833.7 million and total assets of $38,208.2 million
as of December 31, 1995 (audited), Additional financial information regarding
DWD is included in the financial statements filed as part of such Annual Report
and Form 10-Q. DWD will provide to investors, upon request, copies of its most
recent Forms 10-K, 10-Q and 8-K, as filed from time to time with the SEC. Such
Prospectus and such reports will be available for review or copying at the
offices of the SEC, 450 Fifth Street, Room 1024, N.W., Judiciary Plaza,
Washington, D.C. 20549 or will be available at no charge by writing to DWD at
Two World Trade Center, New York, New York 10048 (Attn: Investor Relations).
DIRECTORS AND OFFICERS OF THE GENERAL PARTNER
Richard M. DeMartini, age 43, is the Chairman of the Board and a Director of
the General Partner. 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 of DWR, and has served as an officer of DWR for the past five years. Mr.
DeMartini has been with DWD and its affiliates for 17 years. While Mr.
DeMartini has extensive experience in the securities industry, he has no
experience in futures interests trading.
Mark J. Hawley, age 52, is President and a Director of the General Partner.
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 Dean Witter Futures & Currency Management Inc. ("DWFCM"), a
registered commodity trading advisor. 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 the General Partner. Mr. Volpe
joined DWR as a Senior Vice President and Controller in September 1983, and
currently holds those positions. From July 1979 to September 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 served as audit manager in the financial services division of
Arthur Andersen & Co.
Joseph G. Siniscalchi, age 50, is a Director of the General Partner. 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 the General Partner. 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 the General Partner. 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 futures interests trading.
Robert E. Murray, age 35, is a Director of the General Partner. Mr. Murray is
currently a First Vice President of the DWR Managed Futures Division and is 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 System utilized by the General Partner 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 the
General Partner. Ms. Behnke joined DWR in April 1991 as Assistant Vice
President of Financial Reporting and is currently a Vice President
49
<PAGE>
and Director of Financial Reporting and Managed Futures Accounting in the
Capital Markets division of DWR. From August 1988 to April 1991, Ms. Behnke
was Assistant Controller of L.P. Rothschild & Co. and from September 1986 to
August 1988, she was associated with Cartaret Savings Bank as Assistant Vice
President-Financial Analysis. From April 1982 to September 1986, Ms. Behnke
was an auditor at Arthur Andersen & Co.
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.
No principals of the General Partner own Units as of the date of this
Prospectus.
There have been no administrative, civil or criminal actions against the
General Partner or any of its principals within the five years preceding the
date of this Prospectus which the General Partner believes would be material
to an investor's decision to invest in one or more of the Partnerships.
The General Partner has agreed to make capital contributions to each
Partnership as needed 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. The General Partner and its principals are not obligated to
purchase Units but may do so.
DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE
GENERAL PARTNER. The following tables set forth summary information for the 18
publicly-offered commodity pools operated to date by Demeter Management
Corporation ("Demeter"), ten of which are single-advisor pools and eight of
which are multi-advisor pools, for which Demeter serves as general partner. In
the single-advisor pool context, Demeter performs general monitoring of the
trading advisor and administrative services. Generally, in the multi-advisor
pool context, in addition to providing general monitoring and administrative
services, Demeter provides asset allocation strategies in the selection and
replacement of trading advisors as well as in the allocation of assets to such
advisors.
All summary performance information is current as of February 29, 1996. In
reviewing the following summary performance information, prospective investors
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 without charge upon request to the General Partner.
As the General Partner will provide no trading advisor or asset allocation
services to the Partnerships, the past performance of other pools to which it
provides trading advisor or asset allocation services is not necessarily
indicative of how the Partnerships will perform. Furthermore, the fee
structure and interest income arrangements, as well as other structural
aspects, of the various commodity pools vary from the material terms of the
Partnerships.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS AND
MATERIAL DIFFERENCES EXIST BETWEEN THE COMMODITY POOLS SET FORTH BELOW 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 OR THAT THE
PARTNERSHIPS WOULD HAVE DONE SO IN THE PAST. 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 COMMODITY TRADING.
---------------
Prospective investors should note that the performance records of the
commodity pools operated by the General Partner are set forth in summary form
herein. A more detailed presentation of such performation will be provided to
any prospective investor upon request and without charge.
---------------
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
50
<PAGE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
SUMMARY INFORMATION (BEGINNING JANUARY 1, 1991 EXCEPT AS INDICATED) REGARDING
COMMODITY POOLS OPERATED BY
THE GENERAL PARTNER
A. PUBLICLY-OFFERED FUNDS WITHOUT "PRINCIPAL PROTECTION" FEATURES
DEAN WITTER DIVERSIFIED FUTURES FUND L.P. ("Diversified I"). Diversified I
initially was privately-offered but was publicly-offered in August 1995, and
seeks long-term capital appreciation and portfolio diversification. Diversified
I is managed by a single advisor who uses technically based trading systems to
trade four distinct trading portfolios. Since the funds of Diversified I have
not been managed by any of the trading managers for the Partnerships, and since
its fee structure is different from the fees structures of the Partnerships',
the performance of Diversified I is not indicative of the performance that may
be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return (2
Inception of trading: April 1988 months): (12.11)%
Aggregate gross 1995 Annual Return: (4.56)%
subscriptions: $206,815,107 1994 Annual Return: 7.68 %
Current capitalization: $169,078,739 1993 Annual Return: 7.20 %
Current net asset value per 1992 Annual Return: 16.70 %
unit: $823.00 1991 Annual Return: 23.85 %
Cumulative rate of return since
inception: 226.32 %
Worst monthly drawdown: (May
1990) (12.85)%
Worst month-end peak-to-valley drawdown:
(10 months, May 1995 to February
1996) (23.37)%
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. ("Diversified II"). Diversified
II was publicly-offered and seeks long-term capital appreciation and portfolio
diversification. Diversified II is managed by a single advisor who uses
technically based trading systems to trade four distinct trading portfolios.
Since the funds of Diversified II have not been managed by any of the trading
managers of the Partnerships, and since its fee structure is different from the
Partnerships', the performance of Diversified II is not indicative of the
performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
Inception of trading: January 1989 1996 Year-to-date return (2
Aggregate gross months): (12.75)%
subscriptions: $13,210,576 1995 Annual Return: (2.90)%
Current capitalization: $12,742,784 1994 Annual Return: 5.41 %
Current net asset value per 1993 Annual Return: 7.35 %
unit: $2,211.62 1992 Annual Return: 17.99 %
Cumulative rate of return since 1991 Annual Return: 21.67 %
inception: 121.16 %
Worst monthly drawdown (May
1990): (13.41)%
Worst month-end peak-to-valley drawdown:
(10 months, May 1995 to February
1996) (23.23)%
DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. ("Diversified III").
Diversified III was publicly-offered and seeks long-term capital appreciation
and portfolio diversification. Diversified III is managed by a single advisor
who uses technically based trading systems to trade four distinct trading
portfolios. Since the funds of Diversified III have not been managed by any of
the trading managers for the Partnerships, and since its fee structure is
different from the Partnerships', the performance of Diversified III is not
indicative of the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
Inception of trading: November 1990 1996 Year-to-date return (2
Aggregate gross months): (12.96)%
subscriptions: $126,815,755 1995 Annual Return: (4.02)%
Current capitalization: $85,497,329 1994 Annual Return: 5.84 %
Current net asset value per 1993 Annual Return: 7.58 %
unit: $1,376.75 1992 Annual Return: 15.79 %
Cumulative rate of return since 1991 Annual Return: 27.06 %
inception: 37.68 %
Worst monthly drawdown (January
1992): (13.62)%
Worst month-end peak-to-valley drawdown:
(10 months, May 1995 to February
1996) (24.99)%
51
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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
DEAN WITTER MULTI-MARKET PORTFOLIO, L.P. ("Multi-Market") was publicly-
offered and seeks long-term capital appreciation and portfolio diversification.
Multi-Market is currently managed by a single advisor who uses technically
based trading systems to trade four distinct trading portfolios. The funds of
Multi-Market were at one time managed by multiple advisors in a limited risk
pool format. A portion of the funds of Multi-Market at that time were managed
by a trading manager of Spectrum Strategic (Blenheim) pursuant to a trading
program which will be used by Spectrum Strategic. However, since the funds of
Multi-Market have not been managed by any of the trading managers for the
Partnerships (other than Blenheim), and since its fee structure is different
from the Partnerships', the performance of Multi-Market is not indicative of
the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
Inception of trading: September 1988 1996 Year-to-date return (2
Aggregate gross months): (13.61)%
subscriptions: $252,526,000 1995 Annual Return: (6.37)%
Current capitalization: $12,775,917 1994 Annual Return: 2.66 %
Current net asset value per 1993 Annual Return: 8.65 %
unit: $933.75 1992 Annual Return: (7.75)%
Cumulative rate of return since 1991 Annual Return: 1.82 %
inception: (6.63)%
Worst monthly return (February
1996): (13.26)%
Worst month-end peak-to-valley: (10
months, May 1995 to February
1996) (27.40)%
DEAN WITTER REYNOLDS COMMODITY PARTNERS ("Commodity Partners"). Pursuant to
the terms of the limited partnership agreement, Commodity Partners ceased
trading operations on December 14, 1988 and has been dissolved. A portion of
the funds of Commodity Partners was managed by a trading manager of Spectrum
Technical (JWH) for the period 1987 through December 1988 pursuant to a trading
program (the Original Investment Program) which will be used by Spectrum
Technical. However, since the funds of Commodity Partners were not managed by
the trading managers of the Partnerships (other than JWH), and since its fee
structure was different from the Partnerships', the performance of Commodity
Partners is not indicative of the performance that may be realized by the
Partnerships.
Inception of trading: January 1981
Aggregate gross
subscriptions: $9,648,397
Ending capitalization: (dissolved
December 28, 1988)
$739,757
Final net asset value per unit: $488.29
Cumulative rate of return since
inception: (51.37)%
Worst monthly return (July 1988): (34.48)%
Worst month-end peak-to-valley: (33
months, April 1986 to December
1988) (64.23)%
Dissolved December 28, 1988
DWFCM INTERNATIONAL ACCESS FUND L.P. ("IAF"). IAF was publicly-offered and
seeks long term capital appreciation and portfolio diversification. IAF is
managed by a single advisor using three distinct technically based trading
systems. Since the funds of IAF have not been managed by any of the trading
managers for the Partnerships, and since its fee structure is different than
the fee structure of the Partnerships', the performance of IAF is not
indicative of the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return (2
Inception of trading: March 1994 months): (9.12)%
Aggregate gross 1995 Annual Return: 21.88 %
subscriptions: $68,115,440 1994 Period Return: (10
Current capitalization: $46,246,584 months) (7.32)%
Current net asset value: $1,026.52
Cumulative rate of return since
inception: 2.65 %
Worst monthly return: (January
1995) (12.87)%
Worst month-end peak-to-valley: (7
months, August 1994 to January
1995) (22.84)%
52
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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
COLUMBIA FUTURES FUND ("Columbia"). Demeter became general partner and
commodity pool operator of Columbia in February 1985. Columbia was publicly-
offered, and initially used multiple advisors and currently uses a single
advisor and seeks long term capital appreciation and portfolio diversification
through participation in a diverse portfolio of over 40 global tangible and
financial markets with multiple trading programs. A portion of the funds of
Columbia are managed by a trading manager of Spectrum Technical (JWH) pursuant
to a trading program (the Original Investment Program) which will be used by
Spectrum Technical. However, since the funds of Columbia have not been managed
by the trading managers of the Partnerships (other than JWH), and since its fee
structure is different from the Partnerships', the performance of Columbia is
not indicative of the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: July 1983 months) (5.74)%
Aggregate gross 1995 Annual Return: 19.19 %
subscriptions: $15,015,986 1994 Annual Return: (5.75)%
Current capitalization: $7,127,424 1993 Annual Return: 14.36 %
Current net asset value per 1992 Annual Return: 2.02 %
unit: $1,827.57 1991 Annual Return: 11.70 %
Cumulative rate of return since
inception: 86.49 %
Worst monthly drawdown (July
1991): (13.27)%
Worst month-end peak-to-valley drawdown:
(4 months, January 1992 to April 1992)
(25.34)%
DEAN WITTER CORNERSTONE FUND I ("Cornerstone I"). Due to a significant
reduction in net assets due to redemptions and trading losses, the General
Partner, in its capacity as the general partner of Cornerstone I, suspended
trading on August 26, 1991. Thereafter, the General Partner elected to
terminate and dissolve Cornerstone I. However, since the funds of Cornerstone I
were not managed by the trading managers of the Partnerships, and since its fee
structure was different from the Partnerships', the performance of Cornerstone
I is not indicative of the performance that may be realized by the Partnership.
ANNUAL/PERIOD RATE OF RETURN
1991 Annual Return: (28.54)%
Inception of trading: January 1985
Aggregate gross
subscriptions: $19,122,276
Current capitalization: dissolved
December 31, 1991;
ending capitalization $281,303
Final net asset value per unit: $456.80
Cumulative rate of return since
inception: (53.15)%
Worst monthly drawdown (August
1991): (20.88)%
Worst month-end peak-to-valley drawdown:
(65 months, April 1986 to August
1991) (64.47)%
Dissolved December 31, 1991
DEAN WITTER CORNERSTONE FUND II ("Cornerstone II"). Cornerstone II is
publicly-offered and seeks long-term capital appreciation and portfolio
diversification through participation in a broad range of futures and interbank
markets, by using multiple technical trading advisors and a moderate degree of
leverage. A portion of the funds of Cornerstone II have been managed by a
trading manager of Spectrum Technical (JWH) pursuant to a trading program (the
Original Investment Program) which will be used by Spectrum Technical. However,
since the funds of Cornerstone II have not been managed by the trading managers
of the Partnerships (other than JWH), and since its fee structure is different
from the Partnerships', the performance of Cornerstone II is not indicative of
the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: January 1985 months) (4.27)%
Aggregate gross 1995 Annual Return: 25.60 %
subscriptions: $65,136,393 1994 Annual Return: (8.93)%
Current capitalization: $28,945,124 1993 Annual Return: 7.81 %
Current net asset value per 1992 Annual Return: (1.34)%
unit: $2,709.69 1991 Annual Return: 10.98 %
Cumulative rate of return since
inception: 177.92 %
Worst monthly drawdown (January
1992): (9.76)%
Worst month-end peak-to-valley drawdown:
(5 months, January 1992 to May 1992)
(22.29)%
53
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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
DEAN WITTER CORNERSTONE FUND III ("Cornerstone III"). Cornerstone III is
publicly-offered and seeks long-term capital appreciation and portfolio
diversification. Cornerstone III is managed by multiple advisors using
technically based trading systems and participates in a broad range of futures
and interbank currency markets. Since the funds of Cornerstone III have not
been managed by the trading managers of the Partnerships, and since its fee
structure is different from the Partnerships', the performance of Cornerstone
III is not indicative of the performance that may be realized by the
Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: January 1985 months) (13.26)%
Aggregate gross 1995 Annual Return: 27.50 %
subscriptions: $137,103,376 1994 Annual Return: (10.04)%
Current capitalization: $39,694,918 1993 Annual Return: (4.78)%
Current net asset value per 1992 Annual Return: (11.08)%
unit: $2,176.04 1991 Annual Return: 11.97 %
Cumulative rate of return since
inception: 123.18 %
Worst monthly drawdown: (February
1996) (15.04)%
Worst month-end peak-to-valley drawdown:
(52 months, October 1990 to January
1995) (31.35)%
DEAN WITTER CORNERSTONE FUND IV ("Cornerstone IV"). Cornerstone IV is a
publicly-offered specialty fund which trades a portfolio of outright currency
positions (trading foreign currencies against the U.S. dollar) and crossrate
currency positions (trading foreign currencies against another). Cornerstone IV
uses multiple advisors who employ technically based trading systems. A portion
of the funds of Cornerstone IV have been managed by a trading manager of
Spectrum Technical (JWH) pursuant to a trading system which will not be used by
Spectrum Technical. However, since the funds of Cornerstone IV have not been
managed by the trading managers of the Partnerships (other than JWH),
Cornerstone IV's trading is limited to currencies, and since its fee structure
is different from the Partnerships', the performance of Cornerstone IV is not
indicative of the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: May 1987 months) (2.77)%
Aggregate gross 1995 Annual Return: 22.96 %
subscriptions: $167,469,509 1994 Annual Return: (14.27)%
Current capitalization: $97,669,595 1993 Annual Return: (9.12)%
Current net asset value per 1992 Annual Return: 10.37 %
unit: $2,758.09 1991 Annual Return: 33.52 %
Cumulative rate of return since
inception: 177.86 %
Worst monthly drawdown (January
1991): (10.23)%
Worst month-end peak-to-valley drawdown:
(31 months, July 1989 to January
1995) (37.85)%
DEAN WITTER SELECT FUTURES FUND L.P. ("Select"). Select was publicly-offered
and seeks long-term capital appreciation potential and portfolio
diversification through a broad array of futures and foreign currency markets.
Select is managed by three trading advisors who use technically-based
aggressive trend following trading systems. Since the funds of Select have not
been managed by the trading managers of the Partnerships, and since its fee
structure is different from the Partnerships', the performance of Select is not
indicative of the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return; (2
Inception of trading: August 1991 months) (12.44)%
Aggregate gross 1995 Annual Return: 23.62 %
subscriptions: $178,588,966 1994 Annual Return: (5.12)%
Current capitalization: $150,573,573 1993 Annual Return: 41.62 %
Current net asset value per 1992 Annual Return: (14.45)%
unit: $1,632.31 1991 Period Return: (5
Cumulative rate of return since months) 31.19 %
inception: 63.23 %
Worst monthly drawdown: (January
1992) (13.72)%
Worst month-end peak-to-valley drawdown:
(9 months, June 1995 to February
1996) (26.41)%
54
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DEAN WITTER GLOBAL PERSPECTIVE PORTFOLIO L.P. ("Global"). Global is
publicly-offered and is a "multi-advisor" specialty fund designed to provide
long-term capital appreciation potential and overall portfolio diversification
in a diverse portfolio of foreign currencies, domestic and international
interest rate and stock index futures, and metals. Global uses multiple trading
advisors, two of whom use technically-based systems and a third who uses a
combination of technical and discretionary methods in its trading strategy.
Since the funds of Global have not been managed by the trading managers of the
Partnerships, and since its fee structure is different from the Partnerships',
the performance of Global is not indicative of the performance that may be
realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: March 1992 months) (4.27) %
Aggregate gross 1995 Annual Return: 16.76 %
subscriptions: $67,424,535 1994 Annual Return: (31.62)%
Current capitalization: $22,921,304 1993 Annual Return: (4.67)%
Current net asset value per 1992 Period Return: (10
unit: $762.35 months) 4.63 %
Cumulative rate of return since
inception: (23.77)%
Worst monthly drawdown: (February
1996) (8.55)%
Worst month-end peak-to-valley
drawdown:(8 months,August 1993 to
January 1995) (26.06)%
DEAN WITTER WORLD CURRENCY FUND L.P. ("World Currency"). World Currency was
publicly-offered and is a specialty fund which trades a portfolio of outright
currency positions (trading foreign currencies against the U.S. dollar) and
crossrate currency positions (trading foreign currencies against another).
World Currency uses multiple advisors who employ technically based trading
systems. Since the funds of World Currency have not been managed by the trading
managers for the Partnerships, World Currency's trading is limited to
currencies, and its fee structure is different from the Partnerships', the
performance of World Currency is not indicative of the performance that may be
realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
months) 0.98 %
Inception of trading: April 1993 1995 Annual Return: 2.02 %
Aggregate gross 1994 Annual Return: (25.13)%
subscriptions: $114,945,830 1993 Period Return: (9
Current capitalization: $29,818,777 months) (17.35)%
Current net asset value per
unit: $637.47
Cumulative rate of return since
inception: (36.25)%
Worst monthly drawdown: (May 1995) (9.68)%
Worst month-end peak-to-valley drawdown:
(18 months, August 1993 to January
1995) (46.04)%
B. PUBLIC FUNDS WITH "PRINCIPAL PROTECTION" FEATURES
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P. ("Principal Guaranteed III").
Effective April 15, 1992, Principal Guaranteed III, a limited risk pool, ceased
trading futures interests contracts and its assets are currently earning short-
term interest rates. Principal Guaranteed III was a publicly-offered "limited
risk pool," the assets of which were traded by a single advisor. Since the
funds of Principal Guaranteed III have not been managed by the trading managers
of the Partnerships, and since its fee structure is different from the
Partnerships', the performance of Principal Guaranteed III is not indicative of
the performance that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
Inception of trading: July 1989 1995 Year-to-Date Return: (9
Aggregate gross subscriptions: months) 5.21 %
(dissolved 1994 Annual Return: (1.08)%
September 1995) $126,263,000 1993 Annual Return: 5.37 %
Ending capitalization: $7,022,437 1992 Annual Return: (18.78)%
Final net asset value per 1991 Annual Return: (1.16)%
unit: (terminated trading
April 14, 1992) $1,000
Cumulative rate of return since
inception: (2.97)%
Worst monthly drawdown (January
1992): (13.98)%
Worst month-end peak-to-valley drawdown:
(24 months,May 1990 to April
1992) (30.93)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
55
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DEAN WITTER PRINCIPAL PLUS FUND L.P. ("Principal Plus"). Principal Plus is a
limited risk pool which was publicly-offered and seeks long-term capital
appreciation and portfolio diversification through a balanced portfolio
program, which uses the futures markets for representative participation in
stocks and bonds, along with a traditional managed future component, and
features a one-time guarantee of principal plus a 4% compound annual return at
the end of 5 1/2 years from the initial trading date. Principal Plus is a
single advisor fund managed by RXR, a trading manager for Spectrum Balanced
using a trading system that will be used by Spectrum Balanced. However, RXR
will use a higher degree of leverage to trade the funds of Spectrum Balanced.
Because of the differences in leverage, and since its fee structure is
different from the Partnerships' (including Spectrum Balanced), the performance
of Principal Plus is not indicative of the performance that may be realized by
the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
Inception of trading: February 1990 1996 Year-to-date return: (2
Aggregate gross months) (7.18)%
subscriptions: $109,013,535 1995 Annual Return: 17.98 %
Current capitalization: $57,920,114 1994 Annual Return: (8.61)%
Current net asset value per 1993 Annual Return: 11.55 %
unit: $1,450.08 1992 Annual Return: 9.44 %
Cumulative rate of return since 1991 Annual Return: 10.38 %
inception: 45.01 %
Worst monthly return (February
1996): (7.48)%
Worst month-end peak-to-valley: (12
months, January 1994 to December
1994) (8.61)%
DEAN WITTER PRINCIPAL SECURED FUTURES FUND L.P. ("Principal Secured").
Principal Secured is a limited risk pool which was publicly-offered and seeks
long-term capital appreciation and portfolio diversification and features a
one-time principal assurance at the end of 5 1/2 years from the initial trading
date. A portion of the funds of Principal Secured are managed by a trading
manager of Spectrum Technical (JWH) pursuant to a trading program (the
Financials and Metals Program) which will be used by Spectrum Technical.
However, since the funds of Principal Secured have not been managed by the
trading managers of the Partnerships (other than JWH), and since its fee
structure is different from the Partnerships', the performance of Principal
Secured is not indicative of the performance that may be realized by the
Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
months) (0.58)%
Inception of trading: February 1991 1995 Annual Return: 25.37 %
Aggregate gross 1994 Annual Return: (5.41)%
subscriptions: $100,491,090 1993 Annual Return: 19.88 %
Current capitalization: $78,718,489 1992 Annual Return: (6.37)%
Current net asset value per 1991 Period Return: (11
unit: $1,689.64 months) 27.68 %
Cumulative rate of return since
inception: 68.96 %
Worst monthly return: (January
1992) (14.40)%
Worst month-end peak-to-valley: (4 months,
January 1992 to April 1992) (25.65)%
DEAN WITTER PRINCIPAL GUARANTEED FUND II L.P. ("Principal Guaranteed II").
Effective April 20, 1995, Principal Guaranteed II ceased trading commodity
interest contracts and its assets are currently earning short-term interest
rates. Principal Guaranteed II is a limited risk pool which was publicly-
offered and features a one-time principal guarantee at the end of approximately
7 1/4 years from the initial trading date. A portion of the funds of Principal
Guaranteed II have been previously managed by a trading manager for Spectrum
Strategic (Blenheim) pursuant to a trading program that will be used by
Spectrum Strategic. However, since the funds of Principal Guaranteed II have
not been managed by the trading managers of the Partnerships (other than
Blenheim), and since its fee structure is different from the Partnerships', the
performance of Principal Guaranteed II is not indicative of the performance
that may be realized by the Partnerships.
ANNUAL/PERIOD RATE OF RETURN
1996 Year-to-date return: (2
Inception of trading: March 1989 months) 0.65 %
Aggregate gross 1995 Annual Return: 7.30 %
subscriptions: $162,203,303 1994 Annual Return: (8.12)%
Current capitalization: $4,949,492 1993 Annual Return: 9.74 %
Current net asset value per 1992 Annual Return: (4.54)%
unit: (terminated trading 1991 Annual Return: 2.49 %
April 20, 1995) $1,052.94
Cumulative rate of return since
inception: 5.29 %
Worst monthly return (January
1991): (5.62)%
Worst month-end peak-to-valley: (33
months, August 1989 to April
1992) (14.69)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
56
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FOOTNOTES TO DEMETER MANAGEMENT CORPORATION CAPSULE PERFORMANCE INFORMATION
"Drawdown" means losses experienced by the trading program over a specified
period.
"Monthly Rate of Return" is net performance for the month (gross realized
profit (loss), plus increase (decrease) in unrealized profit (loss), plus
interest income, minus brokerage commissions, management and incentive fees and
other expenses) divided by the beginning net asset value for the month.
Annual (Period) Rate of Return is calculated by multiplying on a compound basis
each of the monthly rates of return and not by adding or averaging such monthly
rates of return. For periods of less than one year, the results are year to
date.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
57
<PAGE>
THE TRADING MANAGERS
INTRODUCTION
The investment objective of each Partnership is capital appreciation of its
assets through speculative trading in futures interests. A Partnership's
ability to succeed in this endeavor depends largely on the combined success of
the respective trading approaches utilized on behalf of such Partnership by its
trading managers. The following is a brief description of general approaches
used in trading futures interests, followed by specific information relating to
each of the trading managers of the Spectrum Series.
GENERAL DESCRIPTION OF TRADING APPROACHES
SYSTEMATIC AND DISCRETIONARY
Trading managers may be classified as either systematic or discretionary.
A systematic trader will generally rely to some degree on judgmental
decisions concerning, for example, what markets to follow and futures interests
to trade, when to liquidate a position in a contract which is about to expire
and how large a position to take in a particular futures interest. However,
although these judgmental decisions may have a substantial effect on a
systematic trading manager's performance, his primary reliance is on trading
programs or models which generate trading signals. The systems utilized to
generate trading signals are changed from time to time (although generally
infrequently), but the trading instructions generated by the systems being used
are followed without significant additional analysis or interpretation.
Discretionary traders, on the other hand, while they may utilize market charts,
computer programs and compilations of quantifiable fundamental information to
assist them in making trading decisions, make trading decisions on the basis of
their own judgement and trading experience, not on the basis of trading signals
generated by any program or model.
Each approach involves certain inherent risks. Systematic traders may fail to
capitalize on market trends which their systems would otherwise have exploited
due to judgmental decisions made by them in the context of applying their
generally mechanical trading systems. Discretionary traders, on the other hand,
may decide to make trades which would not have been signaled by a trading
system and which result in substantial losses. Furthermore, any trading system
or trader may suffer substantial losses by misjudging the market. Systematic
traders tend to rely more on computerized programs than do discretionary
traders, and some consider the prospect of disciplined trading, which largely
removes the emotion of the individual trader from the trading process,
advantageous. In addition, due to their use of computers, systematic traders
are generally able to incorporate more data into a particular trading decision
than can discretionary traders. However, when fundamental factors dominate the
market, trading systems may suffer rapid and severe losses due to their
inability to respond to such factors until the reversal of trading signals, by
which time a precipitous price change may already be in progress, preventing
liquidation at anything but substantial losses.
TECHNICAL AND FUNDAMENTAL ANALYSIS
In addition to being distinguished from one another by the criterion of
whether they trade systematically or on the basis of their discretionary
evaluations of the markets, trading managers are also distinguished as relying
on either "technical" or "fundamental" analysis, or on a combination of the
two. Systematic traders tend to rely on technical analysis, because the data
relevant to such analysis is more susceptible to being isolated and quantified
to the extent necessary to be successfully incorporated into a program or
mathematical model than is most "fundamental" information, but there is no
inconsistency in attempting to trade systematically on the basis of fundamental
analysis. The fundamental information which can be evaluated by a formalized
trading system is, however, limited to some extent in that it generally must be
quantifiable in order to be processed by such a system.
Technical analysis is not based on anticipated supply and demand factors;
instead, it is based on the theory that the study of the futures markets
themselves will provide a means of anticipating prices in the future. Technical
analysis operates on the theory that market prices at any given point in time
reflect all known factors affecting the supply and demand for a particular
commodity. Consequently, technical analysis focuses not on evaluating those
factors directly but on an analysis of market prices themselves, theorizing
that a detailed analysis of, among other things, actual daily, weekly and
monthly price fluctuations, volume variations and
58
<PAGE>
changes in open interest is the most effective means of attempting to predict
the future course of price movements.
Fundamental analysis, in contrast, is based on the study of factors external
to the trading markets that affect the supply and demand of a particular
commodity in an attempt to predict future price levels. Such factors might
include weather, the economy of a particular country, government policies,
domestic and foreign political and economic events, and changing trade
prospects. Fundamental analysis theorizes that by monitoring relevant supply
and demand factors for a particular commodity, a state of current or potential
disequilibrium of market conditions may be identified that has yet to be
reflected in the price level of that commodity. Fundamental analysis assumes
that markets are imperfect, that information is not instantaneously assimilated
or disseminated and that econometric models can be constructed that generate
equilibrium prices that may indicate that current prices are inconsistent with
underlying economic conditions and will, accordingly, change in the future.
TREND FOLLOWING
"Trend-following" trading managers gear their trading approaches towards
positioning themselves to take advantage of major price movements, as opposed
to traders who seek to achieve overall profitability by making numerous small
profits on short-term trades, or through arbitrage techniques. "Trend-
following" trading managers assume that most of their trades will be
unprofitable. Their objective is to make a few large profits, more than
offsetting their more numerous but smaller losses, from capitalizing on major
trends. Consequently, during periods when no major price trends develop in a
market, a "trend-following" trading manager is likely to incur substantial
losses.
RISK CONTROL TECHNIQUES
As will be apparent from the following descriptions of the respective trading
managers' trading approaches, an important aspect of any speculative futures
strategy relates to the control of losses, not only the ability to identify
profitable trades. Unless it is possible to avoid major drawdown, it is very
difficult to achieve long-term profitability.
Trading managers often adopt fairly rigid "risk management" or "money
management" principles. Such principles typically restrict the size of
positions which will be taken as well as establishing "stop-loss" points at
which losing positions must be liquidated. It is important for prospective
investors to recognize that no risk control technique is "fail safe" and can
not, in fact, assure that major drawdowns will be avoided. Not only do
estimates of market volatility themselves require judgmental input, but market
illiquidity also can make it impossible for an account to liquidate a position
against which the market is moving strongly, whatever risk management
principles are utilized. Similarly, unless a "trend-following" trading manager
trades profitably, the losses incurred in the course of taking an initial
position in a futures interest can quickly cumulate into a major drawdown. A
trading manager's risk management principles should, accordingly, be seen more
as a discipline applied to its trading in highly speculative markets rather
than as an effective protection against loss.
Not only are some methods proprietary and confidential, but they are also
continually evolving. Prospective investors and Limited Partners will generally
not be informed of a change in a trading managers' trading approach, unless the
General Partner is informed of such change and considers such change to be
material.
In addition to the continually changing character of trading methods, the
futures markets themselves are continually changing. Each trading manager may,
in its sole discretion, elect to trade certain futures interests to the
exclusion of others in its programs depending upon the trading manager's view
of the markets.
THE TRADING MANAGERS. The following contains the biographies of the
principals and brief summaries of trading approaches and capsule performance
information of the trading managers selected for each of the Partnerships. The
success of each Partnership will be dependent upon the collective success of
its trading managers in their 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 manager
descriptions and capsule performance information, as trading methods are
proprietary and confidential and past results are not necessarily indicative of
future performance. Over time the trading managers selected for
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a Partnership may change, and the individual trading managers, even if they
continue to trade for a Partnership, may make substantial modifications to
their trading approaches.
All performance information has been calculated on an accrual basis (unless
otherwise noted) in accordance with generally accepted accounting principles.
The following descriptions of the trading managers of each Partnership,
their respective trading systems, methods and strategies and their respective
principals are general and are not intended to be exhaustive. No attempt has
been or could be made to provide a precise description of any trading
manager's trading approach. Furthermore, certain trading managers may have
chosen to refer to specific aspects of their trading systems, methods and
strategies, which aspects may also be applicable to other trading managers
which did not choose to make specific reference to these aspects of their own
trading approaches. 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.
FUTURES INTERESTS TRADING IS SPECULATIVE AND VOLATILE AND INVOLVES A HIGH
DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT ANY TRADING MANAGER WILL TRADE
PROFITABLY OR AVOID SUBSTANTIAL LOSSES.
Certain of the trading managers of the Partnerships are available to trade
"notional" equity for clients--i.e., to trade such clients' accounts as if
more equity were committed to such accounts than is, in fact, the case.
Consequently, the CFTC requires that the following disclosure statement be
included verbatim herein. THE PARTNERSHIPS' ACCOUNTS WILL NOT INCLUDE ANY
NOTIONAL EQUITY.
Special Disclosure for Notionally-Funded Accounts
You should request your commodity trading advisor to advise you of the
amount of cash or other assets (Actual Funds) which should be deposited to the
advisor's trading program for your account to be considered "Fully-Funded."
This is the amount upon which the commodity trading advisor will determine the
number of contracts traded in your account and should be an amount sufficient
to make it unlikely that any further cash deposits would be required from you
over the course of your participation in the commodity trading advisor's
program.
You are reminded that the account size you have agreed to in writing (the
"nominal" or "notional" account size) is not the maximum possible loss that
your account may experience.
You should consult the account statements received from your futures
commission merchant in order to determine the actual activity in your account,
including profits, losses and current cash equity balance. To the extent that
the equity in your account is at any time less than the nominal account size
you should be aware of the following:
1. Although your gains and losses, fees and commissions measured in
dollars will be the same, they will be greater when expressed as a
percentage of account equity.
2. You may receive more frequent and larger margin calls.
DEAN WITTER SPECTRUM STRATEGIC L.P.
Dean Witter Spectrum Strategic L.P. ("Spectrum Strategic") seeks as its
investment objective to achieve capital appreciation by allocating its assets
to trading managers whose discretionary trading approaches employ primarily
fundamental methodologies, such as evaluating supply and demand levels as well
as other economic and political indicators, in their trading strategies.
The trading managers for Spectrum Strategic are Blenheim Investments, Inc.,
A. Gary Shilling & Co., Inc. and Willowbridge Associates Inc. A full
description of each trading manager, their principals and trading systems and
their capsule performance information is presented below.
1. BLENHEIM INVESTMENTS, INC.
(CURRENT ALLOCATION 34%)
Blenheim Investments, Inc. ("Blenheim") is a New Jersey corporation which
was formed in 1988 to provide commodity trading advisory services to clients.
Blenheim is registered with the CFTC as a commodity trading
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advisor ("CTA") and commodity pool operator ("CPO"), since March 1989, and is a
member of the National Futures Association ("NFA") in such capacities.
Blenheim's address is Post Office Box 7242, Two Worlds Fair Drive, Somerset,
New Jersey 08875-7242. Blenheim is not affiliated with the General Partner or
DWR or with any other trading manager for the Partnerships.
The principals of Blenheim are as follows:
Mr. Willem Kooyker, age 53, is the Chief Executive Officer, Chairman and sole
shareholder of Blenheim. Mr. Kooyker received a BA cum laude in Economics from
Baruch College and an MBA in International Finance and Economics from New York
University. Mr. Kooyker began his career in the commodities business in 1964
with Internatio-Muller of New York, New York, where he remained until 1980. At
that time Mr. Kooyker joined Commodities Corporation (U.S.A.) ("CCUSA") located
in Princeton, New Jersey, where he eventually became President. In October
1984, Mr. Kooyker left CCUSA and became President and Chairman of Tricon
U.S.A., Ltd., the predecessor of Tricon U.S.A., Inc. ("Tricon"), a trading and
consulting company in the futures and physicals markets. Tricon was registered
as a CTA in October 1988, and as a CPO in February 1989. These registrations
were terminated in November 1994. Mr. Kooyker continues to serve as Chairman of
Tricon's parent company, Tricon Holding Company, Ltd. Since January, 1989, Mr.
Kooyker has devoted substantial attention to the activities of Blenheim. Mr.
Kooyker has been a member of the N.Y. Coffee, Sugar and Cocoa Exchange and the
New York Mercantile Exchange. Mr. Kooyker is registered as a Principal and
associated person ("AP") of Blenheim.
Mr. Kooyker is a majority owner of Derivatives Portfolio Management, LLC
("DPM"). DPM is a Delaware limited liability company formed in 1993 to provide
back office risk control and consulting services to institutions and
individuals engaged in the commodities, securities and physicals trading
businesses. DPM is registered with the CFTC as a CPO effective January 26,
1994, and is a member of the NFA in that capacity. DPM is also registered with
the SEC as an investment adviser. DPM is not currently managing any commodity
pools.
Mr. Kooyker is also sole shareholder of Bolsward Investments, Inc.
("Bolsward"). Bolsward is a New Jersey corporation, formed in May 1993.
Bolsward is a limited partner in R&S Management Group, L.P.
Ronald S. Tauber, age 52, is President of Blenheim. Mr. Tauber has been
associated with affiliates of Blenheim since 1988.
Mr. Tauber is a graduate of Brooklyn College (BA, 1965) and Harvard Law
School (LLB, 1968). Mr. Tauber was with the New York law firm of Stroock &
Stroock & Lavan where he became a partner in 1976 and remained until October
1979. At that time he joined J. Aron & Company, Inc. ("J. Aron"). J. Aron is an
international dealer in precious metals, foreign exchange, energy products and
coffee.
Mr. Tauber became J. Aron's Chief Operating Officer and a partner of Goldman,
Sachs & Co. ("Goldman Sachs") when the latter acquired J. Aron in November
1981. He remained with Goldman, Sachs until November 1988. In November 1988,
Mr. Tauber became shareholder and director of R&S Management Group, Inc. ("R&S,
Inc."), a Delaware corporation. R&S, Inc. acted as general partner of Rayner &
Stonington, L.P., a trading company, and its subsidiary, Rayner & Stonington
Management Company ("R&S"). R&S is registered with the CFTC as a CTA and a CPO
and is a member of the NFA. R&S was acquired by Tricon in February 1991. Mr.
Tauber served as President of Tricon Financial Services, a division of Tricon,
until April 1993, when he became President of Blenheim. Mr. Tauber is
registered with the CFTC as an AP of Blenheim and is a member of the NFA in
that capacity.
Mr. Tauber is also the sole shareholder and officer of Viober Corporation
("Viober"). Viober is a Delaware Company formed in 1986 and is the General
Partner of R&S.
In June 1993, Tricon sold its interest in R&S which was reformed as a
Delaware limited partnership and renamed R&S Management Group, L.P. Mr. Tauber
is a Principal of R&S.
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James E. Gaffney, age 39, is the Vice President of Blenheim and is
responsible for corporate finance and investor relations. From July 1986
through October 1993, Mr. Gaffney was Vice President and Treasurer of Tricon,
where he was responsible for banking and credit activities. Prior to joining
Tricon, Mr. Gaffney was with MCorp of Houston, Texas, for five years, where he
arranged financing for energy-related commodities companies.
In 1981, Mr. Gaffney graduated from the University of Texas, where he earned
a BBA in Business Administration with a concentration in corporate finance. Mr.
Gaffney is registered as a Principal and AP of Blenheim and is a member of the
NFA in those capacities.
Guy J. Castranova, age 37, has been the Secretary of Blenheim since its
inception. Mr. Castranova is a Senior Vice President and Chief Financial
Officer of DPM, as well as a Vice President and Controller of Tricon. Mr.
Castranova has been with Tricon since October 1986 and is responsible for the
risk management of all physicals trading as well as the administration of all
general and consolidation accounting. Prior to joining Tricon, Mr. Castranova
was an accountant with two energy firms.
In 1980 Mr. Castranova was graduated from Saint Joseph's University, with a
BS degree in Accounting. He is registered as an AP and Principal of Blenheim,
Tricon and DPM and is a member of the NFA in those capacities.
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 Blenheim or its principals.
Blenheim 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 Blenheim trading system described below.
The Blenheim Trading Approach
Blenheim's trading approach was developed by Mr. Kooyker. The objective of
Blenheim's primary trading approach, the Global Markets Strategy, is to capture
substantial profits through the establishment of strategic primary investment
positions in a variety of markets, with an emphasis in global fixed income,
currency, stock indices, energy and other commodity markets. These investment
positions are typically in derivative instruments such as futures, options and
over-the-counter transactions. Blenheim concentrates in those markets which, in
its judgment and discretion, have a high degree of liquidity and a wide
spectrum of historical price movement relative to other markets. Blenheim may,
however, trade to a limited extent in illiquid instruments for which market
quotations are not readily available. Diversification in an account's portfolio
is a major consideration in Blenheim's trading approach. While many of its
trades are made on a short-term basis, Blenheim's basic strategy is to attempt
to participate in long-term major price movements.
Blenheim relies primarily on its experience in trading, and utilizes
fundamental, geopolitical, and technical factors in its analysis and evaluation
of the markets. Blenheim has a team of economists, financial analysts and
traders that regularly monitor world-wide economic and political trends in
order to identify and evaluate possible market and price imbalances. Operating
within a global framework, long-term macroeconomic indicators are assessed on a
multinational, country-by-country and market specific basis. Factors such as
fiscal/monetary policies and cross-border capital flows are evaluated for their
potential impact on the equity, fixed income, currency and commodity markets.
Once the core strategy is established, econometric models are developed to
forecast and measure market reaction to interim news and events. These models
take into consideration numerous factors including money supply, yield curve,
inflation indicators, government funding issues and related market
supply/demand imbalances. The objective of this process is to identify short-
term opportunities to re-balance the portfolio. Additionally, Blenheim's
trading group utilizes the econometric signals as well as numerous other market
sentiment factors in an effort to take advantage of short-term trading
opportunities.
Blenheim treats portfolio risk management as a dynamic process. The various
strategies and positions are managed as components of a portfolio whereby the
historical volatility of the individual positions are evaluated against the
effect on the total portfolio. Positions are constructed in an attempt to limit
daily volatility to acceptable levels based on Blenheim's perception of the
market.
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Various techniques are employed in managing the portfolio and position
volatility. Blenheim generally initiates medium size positions at a market
entry level determined by it, rather than initially taking a larger position
while waiting to see the direction in which the market actually moves. This
initial position, generally considered the core strategic position, is
typically initiated upon Blenheim's determination of an unsustainable level of
market disequilibrium that has not been reflected in the current market price.
From time to time this approach may lead to interim volatility in an
account's equity or an extended period of limited action until market prices
begin to move in the forecasted direction. Blenheim will typically establish a
core position at a size and with a stop loss that allows for a manageable level
of interim volatility until the market begins to trend favorably. Once the
market begins to trend in the forecasted direction, and news and events begin
to confirm Blenheim's expectations, a secondary position in the same market may
be added in addition to the core strategic position in order to more fully
participate in the price move. This secondary position will often have stop
loss parameters that are closer to the current market prices in order to
further limit volatility. Blenheim may further increase the position for short
periods, at stop loss parameters in order to profit from market over-reactions
to news and events.
In addition to managing the individual positions, Blenheim will also evaluate
the positions within the context of an account's portfolio. Separate strategic
positions are evaluated for direct and indirect correlation characteristics in
order to further anticipate and manage portfolio volatility.
The trading strategy of Blenheim has evolved and will continue to do so based
on on-going research, testing of data and trading experience. Prior to 1991,
Blenheim traded almost exclusively in commodity markets, with a particular
emphasis on energy products. Since then, Blenheim has become quite active in
the global fixed income and currency markets. Blenheim may in its sole
discretion add to the portfolio additional commodity interests or cease trading
particular items. On rare occasions, Blenheim may withdraw from all markets.
Blenheim may trade physicals, forwards, and swaps. The physicals trading may
involve futures to physicals arbitrage strategies. Except to the extent that
such conditions exist or that certain of the interests traded by Blenheim are
specifically excluded from the trading of certain accounts due to client
restrictions, Blenheim generally trades all accounts under management in
parallel fashion, with substantially equivalent trades made for all accounts on
a proportional basis. Spectrum Strategic will not trade in physicals, swaps or
securities.
Blenheim's diversified portfolio of approximately thirty commodities are
actively traded on domestic and foreign markets through the use of futures,
options on futures, and over-the-counter transactions. Through mid-1990,
approximately thirty-five percent (35%) to forty-five percent (45%) of equity,
including notional funds, was generally committed to margin. Recently the
percentage has been between twenty-five percent (25%) and thirty percent (30%).
In the future the percentage committed may, from time to time, be substantially
higher or lower.
Blenheim may leverage the account of Spectrum Strategic differently than the
standard account using the Global Market Strategy.
Past Performance of Blenheim
Blenheim's founder, Willem Kooyker, has been trading commodity accounts since
1964. The following capsule performance summary reflects Blenheim's customer
trading from January 1991 through January 31, 1996.
The summary of the Global Markets Strategy reflects the composite trading
results of all customer accounts directed by Blenheim or Mr. Kooyker since
January 1991 pursuant to its Global Markets Strategy. This summary represents
the trading of 118 accounts in the aggregate from January 1991 through January
31, 1996. As of January 31, 1996, 69 accounts have been closed at a profit and
27 accounts have been closed at a loss. Of the open accounts, 22 were
profitable and none were unprofitable. The accounts are charged management fees
ranging from 0% to 6% of net assets and incentive fees ranging from 20% to
33.33% of net profits. The assets of Spectrum Strategic allocated to Blenheim
will be traded pursuant to this program.
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For periods beginning as of January 1, 1993, Blenheim has adopted a new
method of computing rate-of-return and performance disclosure for the Global
Markets Strategy, referred to as the "Fully-Funded Subset" method, pursuant to
an Advisory published by the CFTC. To qualify for use of the Fully-Funded
Subset method, the Advisory requires that certain computations be made in
order to arrive at the Fully-Funded Subset and that the accounts for which
performance is so reported meet two tests which are designed to provide
assurance that the Fully-Funded Subset and the resultant rates-of-return
("RORs") are representative of the trading program. Blenheim has performed
these computations for periods subsequent to January 1, 1993. However, for
periods prior to January 1, 1993, due to cost considerations, the Fully-Funded
Subset method has not been used. Instead, the RORs reported are based upon a
computation which uses the Nominal Values of all the accounts included in the
composite table. Blenheim believes that this method yields substantially the
same RORs as would the Fully-Funded Subset method and the RORs presented in
the capsule performance summary are representative of the trading program for
the periods presented.
The summary of the Energy Only Strategy reflects the performance of all
customer accounts of Blenheim traded pursuant to its Energy Only Strategy (the
"Energy Only Accounts") since January 1991 and displays the RORs on both a
"notional" funds included and "notional" funds excluded basis. The "notional
included" ROR is based on the amount of capital committed to Blenheim for
trading. The "notional excluded" ROR is based on only actual funds deposited
in or withdrawn from the brokerage account rather than the amount of capital
the account had committed to Blenheim to trade. One Energy Only account (the
original and largest account) contained notional funds. As the monthly
notional excluded ROR is calculated by dividing Net Performance by only actual
funds in the account, excluding notional funds accentuates (i.e., increases
the absolute value of) both positive and negative monthly RORs. This program
will not trade any assets of Spectrum Strategic.
The summary of the Energy Only Strategy represents the trading of five
accounts in the aggregate which have been traded pursuant to the Energy Only
Strategy. Since June 30, 1993, no accounts have traded in the Energy Only
Strategy. The accounts were charged management fees ranging from 2% to 6% of
beginning funds and incentive fees of 20% to 33.33% of trading profits.
The summary of the Diversified Financial Strategy reflects the performance
of one account which traded a limited portfolio of financial futures from
February 1994 through February 1995 when it closed at a loss. The account was
denominated in French Francs. The management fee was 2.5% of Beginning Net
Asset Value and the incentive fee was 25% of trading profits. This program
will not trade any assets of Spectrum Strategic.
The summary of the Tangible Asset Strategy represents the trading of two
accounts, which Blenheim has traded pursuant to a program which emphasizes the
tangible assets markets. The management fee associated with these accounts is
2.5% of beginning net asset value; the incentive fee ranges from 20% to 25% of
trading profits. One account was traded from August 1994 through October 1995
and was profitable when it switched to the Global Markets Strategy. The second
account began trading on January 10, 1996 and as of January 31, 1996 was
profitable. This program will not trade any assets of Spectrum Strategic.
For any pool accounts traded by Blenheim, the RORs reflect all fees and
expenses paid by investors in the pool and not only the compensation received
by Blenheim.
This Prospectus omits the performance of proprietary accounts and the
results of one account which Blenheim trades for a Qualified Eligible Client
(as defined in CFTC Regulation 4.7) pursuant to a different trading program
than the program to be used for Spectrum Strategic.
Effect of Variations of Leverage on Rates of Return
Blenheim may leverage the account of Spectrum Strategic differently than its
standard fully funded account using the Global Markets Strategy. Under the
Global Markets Strategy, Blenheim determines the amount of futures interest
positions to be purchased for an account based, in part, on the designated
account size for that account. Blenheim may trade the account of Spectrum
Strategic as if the account contained more funds that the actual equity in the
account. This practice will cause an increase in the positions held in the
account and a greater degree of volatility. Blenheim may also, but is less
likely to, use a lesser degree of leverage than its standard account. Blenheim
has to date used its standard leverage for the account of Spectrum Strategic.
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The following matrix illustrates the impact that different degrees of
leverage would have on unleveraged RORs. The column "% Change in Leverage"
indicates the proportionate increase or decrease in leverage. For example, the
"+25%" row reflects an increase in leverage of 25% or the trading of the
account as if it contained 25% more than the actual funds in the account. The
numerical column headings represent a "Standard ROR," i.e., a rate of return
assuming use of the standard degree of leverage. The percentages below each
heading indicate the "Leveraged ROR," i.e., the gross trading performance
assuming an altered degree of leverage. An account which has the standard
leverage will have a Standard ROR equal to the Leveraged ROR.
The matrix compares the varying RORs that may be achieved with a given
profit or loss at different levels of leverage. The percentages are rounded to
the nearest 1%. For example, in the 10% ROR column, a standard account will
have a ROR of 10%, while an account leveraged by +50% will have a ROR of 15%
and an account "down-leveraged" by -50% will have a ROR of 5%.
COMPARISON OF RORS BASED ON VARIATIONS IN LEVERAGE
<TABLE>
<CAPTION>
% CHANGE
IN LEVERAGE (30)% (20)% (10)% 10% 20% 30%
----------- --- ----- ----- --- --- ---
% % % % % % %
<S> <C> <C> <C> <C> <C> <C>
50 (45) (30) (15) 15 30 45
25 (38) (25) (13) 13 25 38
10 (33) (22) (11) 11 22 33
0 (30) (20) (10) 10 20 30
(10) (27) (18) (9) 9 18 27
(25) (22) (15) (7) 7 15 22
(50) (15) (10) (5) 5 10 15
</TABLE>
Investors should be aware of the following:
1. The matrix is presented to illustrate the impact that variations in
leverage have on gross RORs. The matrix assumes a constant increase or
decrease in leverage, while Blenheim may in its own discretion alter
from time to time the leverage of the Spectrum Strategic account.
Moreover, the matrix does not measure the impact that a change in
leverage would have had on fees, brokerage commissions or interest
income in Blenheim's actual accounts or the effect of compounding
monthly leveraged RORs. Therefore, an investor should not attempt to use
the matrix to interpolate the annual historic RORs in the capsule
performance summary.
2. When Blenheim trades the account of Spectrum Strategic more
aggressively, Spectrum Strategic may experience greater losses, as
measured by a percentage of assets deposited in its account, than an
account with standard leverage.
3. When Blenheim trades the account of Spectrum Strategic more
aggressively, its account will experience greater volatility, as
measured in relation to assets deposited in its account, than an account
with standard leverage.
INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
CAPSULE PERFORMANCE SUMMARY IS NOT INDICATIVE OF, AND MAY HAVE NO BEARING ON,
ANY TRADING RESULTS WHICH MAY BE ATTAINED BY BLENHEIM OR SPECTRUM STRATEGIC IN
THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS AND
OTHER TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP. THERE CAN
BE NO ASSURANCE THAT BLENHEIM OR SUCH PARTNERSHIP WILL MAKE ANY PROFIT 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 INTERESTS TRADING.
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BLENHEIM INVESTMENTS, INC.
GLOBAL MARKETS STRATEGY
The following reflects the composite performance information of Blenheim
Investments Inc.'s Global Market Strategy which trades a portion of the assets
of Spectrum Strategic.
Name of CTA: Blenheim Investments, Inc.
Name of program: Global Markets Strategy
Inception of trading by CTA: July 1987
Inception of trading in program: July 1988
Number of open accounts: 22
Aggregate assets overall: $162.4 million (notional included); $146.9
million (notional excluded)
Aggregate assets in program: $154.3 million (notional included); $144.3
million (notional excluded)
Worst monthly drawdown* (17.57)%--(2/96)
Worst peak-to-valley drawdown* estimated: (22.33)%--
(2/96-3/96)
1996 year-to-date return (1 month): 9.53%
1995 annual return: 24.89%
1994 annual return: (10.58)%
1993 annual return; 16.88%
1992 annual return: 13.93%
1991 annual return: 1.17%
The footnotes following the Summary of Other Programs Traded by Blenheim
Investments, Inc. are an integral part of this capsule.
* "Drawdown" means losses experienced by the trading program over a specified
period.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
The footnotes following the Summary of Other Programs Traded by Blenheim
Investments, Inc. are an integral part of this Capsule.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY BLENHEIM INVESTMENTS, INC.
The following summary performance information reflects the composite
performance results of other programs traded by Blenheim Investments, Inc.
Name of CTA: Blenheim Investments, Inc.
Name of program: Tangible Asset Strategy
Inception of trading by CTA: July 1987
Inception of trading in program: August 1994
Number of open accounts: 1
Aggregate assets overall: $162.4 million (notional included); $146.9
million (notional excluded)
Aggregate assets in program: $8.2 million (notional included); $2.6
million (notional excluded)
Worst monthly drawdown*: (5.34)%--(7/95)
Worst month-end peak-to-valley drawdown*: (5.34)%--
(6/95-7/95)
1996 year-to-date return (1 month) (notional included):
0.86%
1996 year-to-date return (1 month) (notional excluded):
2.61%
1995 period return (10 months): (0.92)%
1994 annual return: 4.76%
Name of CTA: Blenheim Investments, Inc.
Name of program: Diversified Financial Strategy
Inception of trading by CTA: July 1987
Inception of trading in program: February 1994
Number of open accounts: 0 (closed 2/95)
Aggregate assets overall: $162.4 million (notional included); $146.9
million (notional excluded)
Aggregate assets in program: $0 (closed 2/95)
Worst monthly drawdown*: (8.02)%--(3/94)
Worst month-end peak-to-valley drawdown*: (15.59)%--
(2/94-7/94)
1995 period return (2 months): 0.37%
1994 annual return: (8.07)%
Name of CTA: Blenheim Investments, Inc.
Name of program: Energy Only Strategy
Inception of trading by CTA: July 1987
Inception of trading in program: July 1987
Number of open accounts: 0 (closed 6/93)
Aggregate assets overall: $162.4 million (notional included); $146.9
million (notional excluded)
Aggregate assets in program: $0 (closed 6/93)
Worst monthly drawdown* since January 1991 (notional
included): (8.44)%--(6/93)
Worst monthly drawdown* since January 1991 (notional
excluded): N/A
Worst month-end peak-to-valley drawdown since January 1991* (notional
included): (15.93)%--(10/91-6/93)
Worst month-end peak-to-valley drawdown since January 1991* (notional
excluded): N/A
1993 period return: (notional included) (10.19)%
1993 period return (notional excluded): (47.66)%
1992 annual return: (notional included) (2.38)%
1992 annual return (notional excluded): N/A
1991 annual return: (notional included) 6.28%
1991 annual return (notional excluded): N/A
* "Drawdown" means losses experienced by the trading program over a specified
period.
The footnotes following these Capsules are an integral part of the Capsules.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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NOTES TO CAPSULE PERFORMANCE SUMMARIES
OF BLENHEIM INVESTMENTS, INC.
I. NOTE TO CAPSULE PERFORMANCE SUMMARIES
"Worst peak-to-valley drawdown" means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by the trading
program during any period in which the initial month-end net asset value is not
equalled or exceeded by a subsequent month-end net asset value.
II. NOTES TO CAPSULE PERFORMANCE SUMMARY OF GLOBAL MARKETS STRATEGY
(1) The monthly rates of return, which are not shown, are calculated by
dividing Net Performance in the month by Beginning Funds as of the start of the
month. The annual or year-to-date return is calculated by multiplying, on a
compound basis, each of the monthly rates of return and not by adding or
averaging such monthly rates of return. For periods of less than one year, the
results are year-to-date.
Net Performance represents: (i) realized trading gains and (losses) adjusted
for brokerage commissions incurred on such transactions; (ii) adjusted for the
change in unrealized trading gains and (losses); (iii) plus or minus the change
in accrued roundturn brokerage commissions that would be incurred to liquidate
all open positions; (iv) plus interest income; (v) less management and
incentive fees and other expenses paid by the accounts. For periods prior to
January 1993, Net Performance measures the performance of all client accounts
using the Global Markets Strategy. Beginning in January 1993, Net Performance
measures the performance of the fully-funded subset of accounts, that is, those
accounts which contain no notional funds (except those otherwise excluded as
described below).
Beginning Funds, for periods prior to January 1993, represent the Nominal
Values of the accounts, that is, the actual funds (including cash and cash
equivalents) in the accounts as well as notional funds committed to the
accounts for trading but not actually deposited in the accounts. Commencing in
January 1993, Beginning Funds represent the actual funds in the fully-funded
subset of accounts. In periods of significant additions or withdrawals to the
accounts in the fully-funded subset, the subset is adjusted to exclude accounts
with significant additions or withdrawals which would materially change the
rate of return calculated pursuant to the fully-funded subset method. For
certain months, Beginning Funds has been time-weighted to reflect additions or
withdrawals that occurred intra-month.
The monthly rate of return for accounts excluded from the fully-funded subset
will often be different from the rate of return for the fully-funded subset.
Accounts not included in the fully-funded subset for any particular period may
include: accounts opened or closed during the period; accounts which have
material additions or withdrawals during the period; and accounts which are
being phased in to the program and, consequently, do not have the complete set
of positions that the other accounts in the program have. The rates of return
for these excluded accounts may be significantly higher or lower than the rate
of return for the fully-funded subset.
Beginning Funds generally includes accrued income and expenses as of the
beginning of the period.
(2) The number of open accounts and aggregate assets are as of January 31,
1996.
III. NOTES TO SUMMARIES OF OTHER PROGRAMS TRADED BY BLENHEIM INVESTMENTS, INC.
(1) The annual or year-to-date return which appears in the summary of each
program is calculated by multiplying, on a compound basis, each of the monthly
rates of return and not by adding or averaging such monthly rates of return.
For periods of less than one year, the results are year-to-date. As explained
below, the period or annual return for the Energy Only Strategy is shown on a
notional included and excluded basis. The notional excluded return is listed as
N/A when at least one monthly rate of return in the period is not calculable.
The monthly rates of return, which are not shown, are calculated by dividing
Net Performance by Beginning Funds. Net Performance is calculated in the same
manner as for the Global Markets Strategy. For the Diversified Financial
Program, Beginning Funds represent the actual funds deposited in the accounts.
For the Energy Only Strategy, monthly rates of return are calculated on a
notional included basis (where Beginning Funds represent actual funds in the
accounts plus notional funds committed to the accounts to trading) and notional
excluded basis (where Beginning Funds represent only actual funds in the
accounts). The monthly returns are not calculable when Beginning Funds, the
denominator in the rate-of-return calculation, is negative. Drawdown
information concerning the Energy Only Program is listed as N/A on a notional
excluded basis because at least one month in the calculation had a negative
Beginning Funds. Rates of Return are calculated on a notional included and
notional excluded basis for the Tangible Asset Program commencing in January
1996 when this program first began trading notional funds.
(2) The number of open accounts and aggregate assets are as of January 31,
1996.
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2. A. GARY SHILLING & CO., INC.
(INITIAL ALLOCATION 29%)
A. Gary Shilling & Co., Inc. ("Shilling & Co.") is a New Jersey corporation
which has been registered with the CFTC as a commodity trading advisor since
January 1993 and as a commodity pool operator since May 1993, and is a member
of the NFA in such capacities. Shilling & Co.'s principal office is located at
500 Morris Avenue, Springfield, New Jersey 07081-1020. Shilling & Co. was
founded in 1978 by A. Gary Shilling and his staff. That staff comprised the
Economics Department of White, Weld and Co., at the time that Wall Street firm
was acquired by Merrill Lynch. Shilling & Co. is an economic consultant to a
number of leading financial institutions and industrial corporations. In
addition to its registrations as a commodity trading advisor and commodity
pool operator, Shilling & Co. is registered with the Securities and Exchange
Commission as an investment adviser and a broker/dealer. Shilling & Co. is not
affiliated with the General Partner or DWR or with any other trading manager
for the Partnerships.
The principals of Shilling & Co. are as follows:
Dr. Gary Shilling has been the President and sole shareholder of Shilling &
Co. since its formation in 1978. In addition, since 1987 through July 31,
1993, Dr. Shilling was the general partner and manager of Thematic Investment
Partners, L.P. ("TIP"), a private investment partnership oriented toward
economic themes. Also, since its formation in May 1993, Dr. Shilling has been
an executive officer, sole shareholder and a Director of Lakeview Services,
Inc. ("Lakeview"), a New Jersey corporation. Lakeview has been registered with
the CFTC as a commodity pool operator since June 1993, and its sole business
activity is to act as the general partner and commodity pool operator of TIP.
Dr. Shilling received his A.B. degree in physics, magna cum laude, from
Amherst College where he was also elected to Phi Beta Kappa and Sigma XI. He
earned his M.A. and Ph.d. in economics at Stanford University.
A frequent contributor to the financial press, he is a regular columnist for
Forbes magazine and his articles appear in The Wall Street Journal and The New
York Times, among others. He is a columnist for Standard & Poor's CreditWeek,
as well as The Los Angeles Times and a member of its Board of Economists. Dr.
Shilling is also a member of The Nihon Keizai Shimbun (Japan Economic Journal)
Board of Economists.
Dr. Shilling is on the Board of Directors of National Life of Vermont, the
American Productivity and Quality Center, the Henry H. Kessler Foundation,
Inc., the Episcopal Church Foundation, and the Episcopal Evangelism Foundation
of which he is Chairman; and Advisory Director of Austin Trust Company; he is
a Trustee of General Theological Seminary (Episcopal); and he is Chairman and
Trustee of the New Jersey Shakespeare Festival. He is a former Trustee of
Bates College and a former Director of American Republic Life Insurance Co. of
NY. He was a member of the National Commission of Jobs and Small Business.
Mr. John B. Trammell is an Economist and Senior Portfolio Manager with
Shilling & Co. He has been affiliated with Shilling & Co. since September
1990. He is also the President and a Director of Lakeview. As one of Shilling
& Co.'s primary investment managers, he is responsible for translating
Shilling & Co.'s current economic thinking into investment strategies in
stock, bond, and futures markets. Mr. Trammell also supervises Shilling &
Co.'s trading desk operations. His occasionally published reports emphasize
research in the services sector (finance, banking, insurance, and real estate)
and in the financial markets.
Mr. Trammell came to Shilling & Co. after six years (from June 1984 through
August 1990) with Securities Research, a securities brokerage firm, where he
was a managing partner, building that firm from the three Florida offices to
eleven offices in three states. Earlier, he was on the staff of the Hudson
Institute, becoming a primary economic research assistant to its founder and
leading light, Herman Kahn. While at Hudson, he also acted as a consultant to
many corporations and governments in the U.S. and abroad, formulating long
range strategic plans and economic analyses. Hudson is a non-profit think tank
rendering services to government and non-government entities on economic,
social and political issues.
Mr. Trammell has co-authored two books: The Future of Austria and The Future
of Germany (both with Herman Kahn). He has also contributed to books on Japan
and Australia, and has written for such publications as The Wall Street
Journal.
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Mr. Trammell holds a bachelor's degree from Depauw University and studied
economics at Waseda University in Tokyo, Japan.
There have been no material administrative, civil or criminal actions
pending, on appeal or concluded against either Shilling & Co. or its
principals.
Shilling & Co. 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 Shilling & Co. trading system described below.
The Shilling & Co. Trading Approach
In trading for client accounts, Shilling & Co. will utilize the trading
program, analysis and strategies described below. It should be noted that the
exact nature of Shilling & Co.'s approach is proprietary and confidential, and
accordingly the following description should not be considered exhaustive.
Introduction. Shilling & Co.'s approach to analyzing and forecasting
economic and financial developments in the U.S. and abroad, and the
application of Shilling & Co.'s analysis to client investment activities, is
guided by Dr. Shilling's two long standing principles:
--The objective of forecasting is to identify the significant but
undiscounted aspects of the outlook. This is where the true opportunities
for investors lie and where businessmen can get the jump on competitors. A
rehash of the consensus view, which is fully discounted in the markets and
business plans, is nearly useless.
--Human nature changes very slowly over time, if at all. Therefore,
history is relevant because human beings will react to similar
circumstances in similar ways. The trick, however, is to find the relevant
piece of history on which to draw parallels. In this sense, forecasting is
an art, not a science.
Shilling & Co.'s approach is "top down," emphasizing the major themes that
will influence businesses and financial markets in the short and long runs.
The themes are developed carefully and Shilling & Co. normally sticks to them
as they unfold, avoiding whipsawing its clients--and Shilling & Co. itself--by
constant radical changes in Shilling & Co.'s outlook.
Top Down Fundamental Analysis. The reasons for Shilling & Co. becoming a
commodity trading advisor are simple and few. Many of the economic themes
developed by Shilling & Co. can only be pursued as investment ideas through
the futures markets. Futures markets allow for a narrow focus where a
particular theme can be followed to its logical conclusion. This is especially
true in the international economic arena. As international markets react to
perceptions of their relative strengths and weaknesses, it has become
increasingly important for investors to take advantage of the opportunities
different markets present. Capital moves efficiently through the futures
markets among countries and into various markets seeking steady growth and
protection from risks associated with volatility in stock markets values,
currencies and interest rates.
Just as economic fundamentals establish the investment strategy, technical
factors and trading experience establish the tactics. Shilling & Co. uses
technical analysis in conjunction with its fundamental analysis. While
strategy is certainly driven by the fundamental economic analysis undertaken
by Shilling & Co., technical analysis may alter trading tactics.
Trading Discipline. As with any investment, appropriate measures of risk and
protection of capital must be considered. Shilling & Co. has developed a
discipline that attempts to hold the risk from any single futures contract
position to 1 % or less of a client account's total value.
The first step in controlling the risk of each position is to calculate the
volatility of each contract. Shilling & Co.'s volatility measure begins by
examining the last thirty trading days and establishing the difference between
the contract high and low, both on an intra-day basis and an inter-day closing
basis. In general, the intra-day difference should be about twice the closing
basis. If intra-day volatility is greater than this, adjustments are made to
reflect the increased risk.
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Shilling & Co.'s risk measure uses 1.5 times the closing basis volatility as
a guide. The discipline applied to bond futures, for example, would determine
the maximum allowable position. If the long-bond futures have a closing basis
volatility of 13/32, then 1.5 X 13 = 19.5 or 20/32 is the "tick" value
volatility. For long bonds, at $31.25 per tick, each contract then could move
$625 in value in any given day using Shilling & Co.'s risk formula. A $1
million account would be allowed to risk $10,000 on this position, (1 % of $1
million = $10,000). That means that the maximum allowable position for this
account would be 16 contracts ($10,000/$625 = 16.36).
Of course, the entire risk is rarely taken in the first day. Positions are
built up as a profit is established. However, it is important to note that this
method of building a position is different from "pyramiding". The building of a
position is encouraged by a profit, but does not count on unrealized profits to
support an increased position. Position limits are determined by underlying
volatility, not profits.
The 1% per account stop-loss formula continues as profits increase. For
example, as the position grows the loss allowed is 1% from the average cost of
the position less any market profits. This formula is employed until the 1%
allowable loss equals 25% of the profit. After profits become large enough that
the 1% allowable equals 25% of profits, a stop profits loss discipline comes
into play, that is explained below.
To calculate the new stop profits level, it is first necessary to calculate
the appropriate profits level. In a market that is following a trend line,
Shilling & Co.'s profits level uses the average weekly high or low as the level
from which to calculate profits. (Of course in a highly volatile market,
judgment may prevail over the formula as to calculating profit levels, and it
may be necessary to evaluate them more than weekly.) Once the profits level is
established, a loss of 12.5% from that level, on a closing basis, would trigger
moving out of as much as 50% of the position. A further deterioration of
profits by 25% of the original high level would result in the remaining 50% of
the position being removed.
As long-term themes become profitable, "campaign prices" are established and
the sell discipline works on these "campaign prices" rather than the prices of
the currently held contract. In other words, if the $1 million account has a
$50,000 profit on a long term position, the stop profit loss would allow a 25%
or $12,500 loss of profit before exiting the position. This is of course larger
than the 1% allowable capital loss allowed upon entering a position. It is
important to note, however, that technical considerations as well as changes in
fundamental analysis may also result in moving out of a position. Sharp changes
in volatility may also influence the size of positions.
Shilling & Co. may trade in any of the following futures: interest rates,
foreign exchange, stock indexes, hard and soft commodities and global financial
futures, but reserves the right to use any and all contracts on any market they
deem appropriate.
Past Performance of Shilling & Co.
The following summary contains the actual performance record of Shilling &
Co. and its principals from the period January 1991 through January 31, 1996.
With respect to the trading of 35 customer accounts in the aggregate. As of
January 31, 1996, 11 accounts were closed at a profit and 14 accounts were
closed at a loss. Of the open accounts, 8 were profitable and 2 were
unprofitable as of January 31, 1996. These accounts ranged in size from
$241,539 to $8,482,824, with an average account size of $1,787,053. The
performance numbers were calculated on an accrual basis in accordance with
generally accepted accounting priciples. The maximum drawdown experienced by
this program for the period shown was (19.0)%. The assets of Spectrum Strategic
allocated to Shilling will be traded pursuant to this program.
The summary of Thematic Investment Partners L.P. ("TIP"), contains
information regarding a limited partnership for which Lakeview currently acts
as general partner, commodity pool operator and commodity trading advisor, and
for which Dr. Shilling (through May 1993) and Shilling & Co. (through December
1993) acted as general partner. TIP, in addition to trading in commodity
interests, also trades in equity products. The capsule summary reflects the
performance of TIP's total trading including both futures and securities
trading. No assets of Spectrum Strategic will be traded pursuant to this
program.
INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
FOLLOWING PERFORMANCE SUMMARY IS NOT INDICATIVE OF, AND MAY HAVE NO BEARING ON,
ANY TRADING RESULTS WHICH MAY BE ATTAINED BY SHILLING & CO. OR SPECTRUM
STRATEGIC IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE
RESULTS AND OTHER TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP.
THERE CAN BE NO ASSURANCE THAT SHILLING & CO. OR SUCH PARTNERSHIP WILL MAKE ANY
PROFIT 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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A. GARY SHILLING & CO., INC.
CUSTOMER ACCOUNTS
The following reflects the composite performance results of Shilling & Co.,
Inc. which trades a portion of the assets of Spectrum Strategic.
Name of CTA: A. Gary Shilling & Co., Inc.
Name of program: Customer Accounts
Inception of trading by CTA: July 1990
Inception of trading in program: August 1990
Number of open accounts: 35
Aggregate assets overall: $27.9 million
Aggregate assets in program: $17.8 million
Worst monthly drawdown: (18.54)% -- (2/94)
Worst month-end peak-to-valley drawdown: (45.1)% --
(1/94-10/95)
1996 year-to-date return (1 month): (0.84)%
1995 annual return: (7.61)%
1994 annual return: (38.10)%
1993 annual return: 171.31 %
1992 annual return: 5.91 %
1991 annual return: 20.51 %
* "Drawdown" means losses experienced by the trading program over a specified
period.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY A. GARY SHILLING & CO., INC.
The following summary performance information reflects the composite
performance results of other programs traded by Shilling & Co., Inc.
Name of CTA: A. Gary Shilling & Co., Inc.
Name of program: Thematic Investment Partners
Inception of trading by CTA: April 1990
Inception of trading in program: April 1990
Number of open accounts: 1
Aggregate assets overall: $10.3 million
Aggregate assets in program: $10.3 million
Worst monthly drawdown*: (20.3)%--(2/94)
Worst month-end peak-to-valley drawdown*: (50.8%)--
(1/94-10/95)
1996 year-to-date return (1 month): (3.74)%
1995 annual return: (13.90)%
1994 annual return: (40.14)%
1993 annual return: 148.42%
1992 annual return: 26.77%
1991 annual return: (3.10)%
* "Drawdown" means losses experienced by the trading program over a specified
period.
FOOTNOTES TO A GARY SHILLING & CO., INC. CAPSULES
Monthly Rate-of-Return is Net Performance divided by the sum of beginning
equity and the time-weighted value of additions and withdrawals. Time weighted
additions and withdrawals are calculated by calculating the number of days the
amount of the additions/withdrawals are available for trading during the
period. The Annual Rate of Return in the ending $1,000 Index minus the previous
year's ending $1,000 Index divided by the previous year's ending $1,000 Index.
$1 ,000 Index shows how a theoretical $1,000 investment, if left untouched,
would have appreciated (depreciated) during each annual period in the
performance table.
Annual (Period) Return is calculated by multiplying on a compound basis each of
the monthly rates of return and not by adding or averaging such monthly rates
of return. For periods of less than one year, the results are year-to-date.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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3. WILLOWBRIDGE ASSOCIATES INC.
(CURRENT ALLOCATION 37%)
Willowbridge Associates Inc. ("Willowbridge") is a Delaware corporation
organized in January 1988. Willowbridge's main business address is 101 Morgan
Lane, Suite 180, Plainsboro, New Jersey 08536. Willowbridge has been registered
with the CFTC as a commodity pool operator and commodity trading advisor since
May 1988 and is a member of the NFA in such capacities. Willowbridge is not
affiliated with the General Partner or DWR or with any other trading manager
for the Partnerships.
The principals of Willowbridge are as follows:
Philip L. Yang, born in 1959, has been the sole shareholder, Director and
President of Willowbridge since September 1, 1992, and also held those
positions from the time he formed Willowbridge in January 1988 through
September 1989. Mr. Yang is registered as an associated person of Willowbridge.
He is individually registered with the CFTC as a commodity pool operator and a
commodity trading advisor and is a member of the NFA in such capacities. He is
also a principal and an associated person of Doublewood, Inc., a registered
commodity pool operator and commodity trading advisor, and a NFA member. Mr.
Yang has full responsibility with respect to the trading activities of
Willowbridge, except in the case of MTech, the discretionary approach of
Michael Gan. From 1983 through August 1988 and from October 1989 through August
1992, Mr. Yang was a Senior Vice President at Caxton Corporation, a commodity
trading advisory firm, serving initially as Director of Research, where his
research concentration was in the development and application of computerized
trading models for a broad range of financial markets, and later as Director of
Commodity Trading. Mr. Yang obtained a bachelor's degree with honors from the
University of California at Berkeley, where he was inducted into Phi Beta
Kappa. He received his master's degree from the Wharton School of the
University of Pennsylvania.
Michael Y. Gan, born in 1958, has been the Executive Vice-President of
Willowbridge since September 1, 1992. Mr. Gan is registered as an associated
person of Willowbridge. He is individually registered with the CFTC as a
commodity pool operator and a commodity trading advisor and is a member of the
NFA in such capacities. He is also a principal and an associated person of
Doublewood, Inc. Mr. Gan was the sole shareholder, Director and President of
Willowbridge from October 1989 through August 1992. From 1983 to 1989, he
worked in the foreign exchange trading group at Marine Midland Bank in New
York. In this capacity, Mr. Gan was responsible for research into technical
analysis, as well as proprietary trading for the firm in both currency futures
and options. He had been promoted to Assistant Vice President prior to his
resignation. Mr. Gan graduated summa cum laude from the University of the
Philippines with a B.S. in Chemical Engineering and subsequently graduated with
honors from the Wharton School of the University of Pennsylvania with an M.B.A.
in Finance.
Theresa C. Morris, born in 1953, has been employed by Willowbridge since its
inception in August 1988. She has been the Vice President of Willowbridge since
May 1, 1994 and is registered as an associated person of Willowbridge. Ms.
Morris is also a principal and an associated person of Doublewood, Inc. Ms.
Morris oversees administration, operations and compliance at Willowbridge.
Prior to her current duties, Ms. Morris was responsible for analyzing and
trading the technical signals generated by the computerized trading models. Ms.
Morris has twenty years of experience in the futures and financial industry.
She attended Brookdale College, majoring in international business.
Richard G. Faux, Jr., born in 1937, is Executive Director of Willowbridge
Associates Inc. From April 1995 to the present he has served as a consultant to
Willowbridge and concurrently to MC Baldwin Financial Company. He is registered
as an associated person and a principal of Willowbridge. He co-founded MC
Baldwin in 1989 and served as its Co-Chief Executive until April 1995. MC
Baldwin is an international trading manager and develops futures funds for its
partner, Mitsubishi Corporation, and other institutional clients. Prior to
forming MC Baldwin, Mr. Faux was President of Merrill Lynch Options/Futures
Management Inc., a futures fund subsidiary of Merrill Lynch. Before Mr. Faux's
joining Merrill Lynch in 1985, it had raised only $13 million in futures funds.
When he left, the company had raised $930 million, including one of the first
multi-advisor futures funds. Previously, he spent four years at Thomas McKinnon
Securities, Inc. where he helped develop some of the earliest futures funds,
including one of the first financial futures funds. Earlier, Mr. Faux spent ten
years at Kuhn Loeb & Co. (now Lehman Brothers). He is a graduate of Brown
University and the Columbia University Graduate School of Business.
John C. Plimpton, born in 1966, is Director of Investment Services. He joined
Willowbridge Associates Inc. in February 1995 and is responsible for marketing
the firm's various investment strategies as well as
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maintaining client service. Mr. Plimpton is registered as an associated person
and a principal of Willowbridge. His prior futures industry experience was with
Beacon Management Corporation (USA), a commodity trading advisor and commodity
pool operator, where he held a marketing position specializing in the Japanese
institutional market from January 1989 to December 1990. From January 1991 to
August 1994, as a representative of Prudential Life Insurance, and from August
1994 to present, as sole shareholder and President of Plimpton Financial Group,
a financial services company, Mr. Plimpton concentrated on insurance and
benefit services for wealthy families and venture businesses. Since 1985, Mr.
Plimpton has been involved in a number of businesses privately held by his
family, as well as serving as director of Inolex Chemical Company, a speciality
chemical company owned by his family. He earned his B.A. degree in Economics
from the University of Chicago and his M.B.A. in Corporate Finance and
Corporate Accounting from the William E. Simon School of Management at the
University of Rochester.
There have been no administrative, civil or criminal actions, pending, on
appeal or concluded, against Willowbridge or its principals during the five
years preceding the date of this Prospectus.
Willowbridge 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 Willowbridge trading strategies described below.
The Willowbridge Trading Approach
Willowbridge currently offers four Investment Programs: the Select Investment
Program; the Currency Investment Program; the Primary Investment Program; and
the Currency, Financials and Metals ("CFM") Investment Program. Set forth below
is a brief description of the Select Investment Program which will be utilized
by Spectrum Strategic. The Select Investment Program allows Spectrum Strategic
to determine the allocation of its funds among one or more of the seven
Willowbridge Trading Strategies. Spectrum Strategic intends to make its initial
allocation to the XLIM Trading Approach.
The XLIM Trading Approach ("XLIM"), which was first applied in February 1988,
is traded on a discretionary basis by Mr. Yang. Trading decisions are based
primarily on Mr. Yang's analysis of technical factors, fundamentals and market
action. XLIM trades a wide variety of futures contracts, forwards, spots and
options on United States and international markets, including but not limited
to, financial instruments, currencies, precious and base metals and
agricultural commodities. It is intended that approximately 15-40% of the
assets under management pursuant to the XLIM Trading Approach will normally be
committed as margin for trading, but from time to time the percentage of assets
committed may be substantially more or less. XLIM's historical rates of return
and drawdown information accompany its performance capsules. XLIM's minimum
account size is $3,000,000.
The other Strategies which in the future may be available to Spectrum
Strategic pursuant the Select Investment Program include the five Willowbridge
Trading Systems ("Systems") and the MTech discretionary trading approach of Mr.
Gan.
The Vulcan system is a computerized version of a systematic, technical
charting system. The model uses the concepts of pattern recognition,
support/resistance levels and counter-trend liquidations in making trading
decisions. Positions are generally held for 10 to 15 trading days.
The Argo system, like Vulcan, is a computerized version of an experienced
chartist trader. However, Argo uses a considerably longer time horizon than
Vulcan and is focus is primarily on major, long-term price moves. It is
intended that Argo's positions will generally be held from 20 to 30 trading
days.
The Titan system is a technical trend-following system coupled with a
counter-trend mechanism for adjusting position size. Unlike Vulcan, Titan
applies various technical factors in an attempt to monitor the overall market
environment in order to recognize major trends. The number of days the system
will hold a position, based on an average of the number of days the initial
base position would be held combined with the number of days any additional
positions would be held, is generally 15 days.
The Rex system is an options trading system which uses proprietary
statistical analyses to determine whether an option for a particular market is
intrinsically cheap or expensive. The Rex model attempts to purchase
underpriced options and sell overpriced options. For risk control, the Rex
model uses a variety of proprietary rules based on volatility, price direction,
time decay and net-delta levels.
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The Siren system incorporates real-time price information to determine
situations when price is moving away from market value. Siren can best be
characterized as a top and bottom picking model which attempts to determine
patterns of market activity that often signal a major change in price
direction.
For allocations of less than $1 million to any of the five Systems,
Willowbridge may not be able to trade the System's full portfolio.
Pursuant to a licensing agreement between Caxton Corporation ("Caxton") and
Willowbridge, Willowbridge has been granted the sole and exclusive right to use
the five Systems described above. The licensing agreement will be continue
until December 31, 1997 and will be renewed for successive one year terms
unless either Willowbridge or Caxton has given 90 days' notice to the other
prior to such date of its intention not to renew. The licensing agreement may
also be terminated in the case of an uncured material breach or in
extraordinary situations. Willowbridge pays royalties to Caxton based on fees
generated by Willowbridge's trading.
If Willowbridge's five Systems discussed above are no longer available to
Willowbridge (because of licensing arrangements), Willowbridge may offer only
the XLIM and the MTech Trading Approaches in its Select Investment Program.
The MTech Trading Approach ("MTech"), which commenced trading January 1991,
is a highly discretionary and judgmental trading approach relying primarily on
Mr. Gan's subjective analysis of the markets. Trading decisions are made on the
basis of technical as well as fundamental analysis. MTech currently trades in
the United States and international futures, forward, spot and options markets.
MTech's minimum account size is $3,000,000.
The following capsule performance information show the composite annual rates
of return from January 1990 through October 1995 of all client accounts traded
pursuant to the XLIM trading approach, Vulcan, Titan, Rex, Argo, Siren, Life II
and Atlas trading systems, and MTech trading approaches, and the CFM, Currency
and Primary Investment Programs. A separate capsule is not being provided for
the Select Investment Program, as the individual systems' composite performance
capsules include the performance for those accounts which are trading pursuant
to that particular system.
INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND MAY HAVE NO
BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY WILLOWBRIDGE OR
SPECTRUM STRATEGIC IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF
FUTURE RESULTS AND OTHER TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH
PARTNERSHIP. THERE CAN BE NO ASSURANCE THAT WILLOWBRIDGE OR SUCH PARTNERSHIP
WILL MAKE ANY PROFIT 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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WILLOWBRIDGE ASSOCIATES INC.
XLIM TRADING APPROACH
(EXCLUDING NOTIONAL)
The following reflects the composite performance information of Willowbridge
Associates Inc.'s XLIM Trading Approach (client assets only) which trades a
portion of the assets of Spectrum Strategic.
Name of CTA: Willowbridge Associates Inc.
Name of program: XLIM Trading Approach
Inception of trading by CTA: January 1988
Inception of trading in program: August 1988
Number of open accounts: 20
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (notional included): $397.7
million
Aggregate assets in program (excluding notional): $133.8
million
Aggregate assets in program (notional included): $161.5
million
Worst monthly drawdown*: (17.48)%--(5/90)
Worst month-end peak-to-valley drawdown*: (29.10)%--
(8/93-1/95)
1996 year-to-date return (1 month): 3.38%
1995 annual return: 34.99%
1994 period return (5 months)**: (19.68)%
1993 annual return: 22.30%
1992 period return (8 months)**: 8.36%
1991 period return (4 months)**: 3.65%
* "Drawdown" means losses experienced by the trading program over a specified
period.
** This trading program did not trade client accounts from (1) September 1,
1991 through August 31, 1992 and (ii) April 1, 1994 to October 31, 1994.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
The footnotes following Summary of Other Programs Traded by Willowbridge
Associates Inc. are an integral part of this Capsule.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY WILLOWBRIDGE ASSOCIATES INC.
The following summary performance information reflects the composite
performance results of other programs traded by Willowbridge Associates Inc.
Name of CTA: Willowbridge Associates Inc.
Name of program: Vulcan (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1988
Number of open accounts: 16
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $15.5
million
Aggregate assets in program (including notional): $17.3
million
Worst monthly drawdown*: (20.16)%--(1/91)
Worst month-end peak-to-valley drawdown*: (30.19)%--
(11/90-5/91)
1996 year-to-date return (1 month): 2.87%
1995 annual return: 57.62%
1994 annual return: 14.67%
1993 annual return: 33.97%
1992 annual return: 19.30%
1991 annual return: 19.78%
Name of CTA: Willowbridge Associates Inc.
Name of program: Titan (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1988
Number of open accounts: 6
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $12.4
million
Aggregate assets overall (including notional): $12.4
million
Worst monthly drawdown*: (25.07)%--(7/91)
Worst month-end peak-to-valley drawdown*: (39.89)%--
(10/90-8/91)
1996 year-to-date return (1 month): 3.84%
1995 annual return: 68.10%
1994 annual return: 10.06%
1993 annual return: 23.28%
1992 annual return: 32.16%
1991 annual return: 24.11%
Name of CTA: Willowbridge Associates Inc.
Name of program: Rex
Inception of trading by CTA: January 1988
Inception of trading in program: March 1988
Number of open accounts: 1
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $.63
million
Aggregate assets in program (including notional): $.63
million
Worst monthly drawdown*: (16.65)%--(10/91)
Worst month-end peak-to-valley drawdown*: (66.45)%--
(9/90-2/95)
1996 year-to-date return (1 month): 4.03%
1995 annual return: (13.07)%
1994 annual return: (12.49)%
1993 annual return: (10.37)%
1992 annual return: (18.54)%
1991 annual return: (37.94)%
* "Drawdown" means losses experienced by the trading program over a specified
period.
The accompanying footnotes are an integral part of these Capsules.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Name of CTA: Willowbridge Associates Inc.
Name of program: Argo (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1988
Number of open accounts: 57
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $90.9
million
Aggregate assets in program (including notional): $103.7
million
Worst monthly drawdown*: (15.57)%--(1/91)
Worst month-end peak-to-valley drawdown*: (21.30)%--
(11/90-2/91)
1996 year-to-date return (1 month): 2.61%
1995 annual return: 59.52%
1994 annual return: 20.28%
1993 annual return: 17.10%
1992 annual return: 22.09%
1991 annual return: 36.30%
Name of CTA: Willowbridge Associates Inc.
Name of program: Siren (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1991
Number of open accounts: 10
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $13.7
million
Aggregate assets in program (including notional): $15.5
million
Worst monthly drawdown*: (14.94)%--(1/91)
Worst month-end peak-to-valley drawdown*: (17.53)%--
(7/93-10/93)
1996 year-to-date return (1 month): 2.41%
1995 annual return: 25.12%
1994 annual return: 37.88%
1993 annual return: 9.45%
1992 annual return: (1.39)%
1991 annual return: 16.43%
Name of CTA: Willowbridge Associates Inc.
Name of program: MTech
Inception of trading by CTA: January 1988
Inception of trading in program: January 1991
Number of open accounts: 1
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program (excluding notional): $9.1
million
Aggregate assets in program (including notional): $9.1
million
Worst monthly drawdown*: (13.62)%--(1/94)
Worst month-end peak-to-valley drawdown*: (21.37)%--
(8/93-2/94)
1996 year-to-date return (1 month): 8.50%
1995 annual return: 53.22%
1994 annual return: 21.68%
1993 annual return: 32.48%
1992 annual return: 25.13%
1991 annual return: 19.96%
* "Drawdown" means losses experienced by the trading program over a specified
period.
The accompanying footnotes are an integral part of these Capsules.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Name of CTA: Willowbridge Associates Inc.
Name of program: CFM (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1993
Number of open accounts: 7
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7 million
Aggregate assets in program (excluding notional): $27.0
million
Aggregate assets in program (including notional): $27.0 million
Worst monthly drawdown*: (16.92)%--(2/94)
Worst month-end peak-to-valley drawdown*: (29.04)%--
(8/93-9/94)
1996 year-to-date return (1 month): 6.07%
1995 annual return: 24.52%
1994 annual return: (10.51)%
1993 annual return: 29.49%
Name of CTA: Willowbridge Associates Inc.
Name of program: Currency (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: May 1991
Number of open accounts: 5
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7 million
Aggregate assets in program (excluding notional): $7.5
million
Aggregate assets in program (including notional): $12.5 million
Worst monthly drawdown*: (7.19)%--(8/93)
Worst month-end peak-to-valley drawdown: (25.32)%--
(7/93-8/94)
1996 year-to-date return (1 month): 3.26%
1995 annual return: 28.55%
1994 annual return: (10.26)%
1993 annual return: (8.59)%
1992 annual return: 16.96%
1991 annual return: 12.61%
Name of CTA: Willowbridge Associates Inc.
Name of program: Primary (pursuant to the Fully-Funded
Subset Method)
Inception of trading by CTA: January 1988
Inception of trading in program: January 1993
Number of open accounts: 8
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7 million
Aggregate assets in program (excluding notional): $26.0
million
Aggregate assets in program (including notional): $27.0 million
Worst monthly drawdown*: (7.52)%--(3/94)
Worst month-end peak-to-valley drawdown: (21.83)%--
(1/94-4/94)
1996 year-to-date return (1 month): 2.24%
1995 annual return: 56.76%
1994 annual return: 22.70%
1993 annual return: 16.79%
* "Drawdown" means losses experienced by the trading program over a specified
period.
The accompanying footnotes are an integral part of these Capsules.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
Name of CTA: Willowbridge Associates Inc.
Name of program: Life II
Inception of trading by CTA: January 1988
Inception of trading in program: June 1988
Number of open accounts: 0
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program: $0
Worst monthly drawdown*: (5.64)%--(8/90)
Worst month-end peak-to-valley drawdown*: (43.43)%--
(8/88-10/90)
1992 annual return: 0.0%
1991 annual return: (0.0)%
1990 annual return: 7.07%
Name of CTA: Willowbridge Associates Inc.
Name of program: Atlas
Inception of trading by CTA: January 1988
Inception of trading in program: November 1989
Number of open accounts: 0
Aggregate assets overall (excluding notional): $347.7
million
Aggregate assets overall (including notional): $397.7
million
Aggregate assets in program: $0
Worst monthly drawdown*: (16.58)%--(1/91)
Worst month-end peak-to-valley drawdown*: (46.67)%--
(10/90-5/92)
1992 annual return: 18.29%
1991 annual return: (5.92)%
1990 annual return: 11.06%
*"Drawdown" means losses experienced by the trading program over a specified
period.
The accompanying footnotes are an integral part of these Capsules.
FOOTNOTES TO WILLOWBRIDGE ASSOCIATES INC. CAPSULE PERFORMANCE INFORMATION.
GENERAL NOTES TO COMPOSITE CAPSULES
Brokerage commissions charged to accounts in the capsules may vary
substantially. Not all accounts in the composite capsules earn interest income.
Monthly or quarterly management fees and quarterly or annual incentive fees are
charged to the accounts in the capsules and may vary. Some of the accounts
included in the capsules are not charged a management fee. Through June 30,
1995, rates of return in the capsules for Vulcan, Titan, Argo, Siren, XLIM
(Notional Excluded), CFM, Currency, and Primary may be understated to the
extent that certain accounts in the capsules paid specified fees unrelated to
Willowbridge's trading (such as selling commissions, distribution expenses,
general partner fees or manager-of-manager fees) that were treated as expenses
rather than as withdrawals of assets under Willowbridge's management. Beginning
July 1, 1995, such expenses are reflected in the capsules as withdrawals.
Rate of return is calculated by dividing net performance by beginning equity
adjusted by the value of additions and withdrawals pursuant to the time-
weighted method.
NOTES TO COMPOSITE CAPSULE XLIM "INCLUDING NOTIONAL"
Commencing in February 1995 for the XLIM "Including Notional" capsule,
certain accounts in this capsule include sums clients have instructed
Willowbridge to trade but that are not deposited in those clients' accounts.
These excess sums are deemed to be "notional" funds for which performance
results are reported in accordance with the requirements of an Advisory
published by the CFTC. The computations in the XLIM "Excluding Notional"
capsule reflects the actual funds deposited in or withdrawn from clients'
brokerage and other accounts rather than the amount of "notional" funds clients
instructed Willowbridge to trade. Willowbridge has included these "notional"
amounts in the XLIM (Notional Included) capsule because they more accurately
reflect the amount of capital clients have instructed Willowbridge to trade.
Substantial
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differences may exist between beginning equity for an account which includes
"notional" funds and an account which contains only "actual" funds. Excluding
"notional" funds from the calculations of rates of return accentuates (i.e.
increases the absolute value of) both positive and negative rates of return.
NOTES TO FULLY-FUNDED SUBSET CAPSULES
In the accompanying composite capsules for Vulcan (for periods beginning July
1994), Titan (for periods beginning July 1995), Siren (for periods beginning
April 1995), Primary (for periods beginning August 1995), CFM (for periods
beginning January 1993), and Argo and Currency (for the periods beginning
January 1992) Willowbridge has adopted the Fully-Funded Subset Method of
computing rate-of-return and presenting performance disclosure, pursuant to an
Advisory published by the Commodity Futures Trading Commission. To qualify for
use of the Fully-Funded Subset Method, the Advisory requires that certain
computations be made in order to arrive at the Fully-Funded Subset and that the
accounts for which performance is so reported meet two tests which are designed
to provide assurance that the Fully-Funded Subset and the resultant rates of
return are representative of the trading program. With respect to these
capsules "notional funds" were not used prior to the dates noted above.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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DEAN WITTER SPECTRUM TECHNICAL L.P.
Dean Witter Spectrum Technical L.P. ("Spectrum Technical") seek as its
investment objective to achieve capital appreciation by allocating its assets
to trading managers whose trading approaches utilize various proprietary
technical long-term trend-following systems.
The trading managers for Spectrum Technical are Campbell & Company, Inc.,
Chesapeake Capital Corporation, and John W. Henry & Co. Inc. A full description
of each trading manager, their principals and trading systems and their capsule
performance information is presented below.
1. CAMPBELL & COMPANY, INC.
(CURRENT ALLOCATION 19%)
Campbell & Company, Inc. ("Campbell") is a Maryland corporation organized in
April, 1978 as a successor to a partnership originally organized in January,
1974. Campbell has been registered with the CFTC as a commodity trading advisor
since May 1978 and as a commodity pool operator and is a member of the NFA in
such capacities. Campbell is also registered as an investment adviser under the
Investment Advisers Act of 1940 solely for the purpose of acting as a fiduciary
in the management of plan assets of qualified retirement plans. Campbell is not
affiliated with the General Partner or DWR or with any other trading manager
for the Partnerships.
The principals of Campbell are as follows:
Richard M. Bell serves as Vice-President of Trading of Campbell. Mr. Bell
began his employment with Campbell in May, 1990. His duties include managing
daily trade execution of the assets under Campbell's management. From
September, 1986 through May, 1990 Mr. Bell was the managing general partner of
several partnerships registered as broker-dealers involved in market making on
the floor of the Philadelphia Stock Exchange ("PHLX") and Philadelphia Board of
Trade ("PBOT"). From July, 1975 through September, 1986 Mr. Bell was a
stockholder and Executive Vice-President of Tague Securities, Inc., a
registered broker-dealer. Mr. Bell owns seats on the PHLX and a Philadelphia
Currency Participation, all of which are leased out. Mr. Bell graduated from
Lehigh University with a B.S. in Finance.
D. Keith Campbell has served as Chairman of the Board and Chief Executive
Officer of Campbell since it began operations and was President until January
1994. Mr. Campbell is the sole voting stockholder. From 1971 through June, 1978
he was a registered representative of a futures commission merchant. Mr.
Campbell has acted as a commodity trading advisor since January, 1972 when, as
general partner of Campbell Fund, a limited partnership engaged in commodity
futures trading, he assumed sole responsibility for trading decisions made on
behalf of Campbell Fund. Since then he has applied various technical trading
systems to numerous discretionary commodity trading accounts. Mr. Campbell is
registered with the CFTC as a commodity pool operator and is a member of the
NFA in such capacity. He is registered as an Associated Person of Campbell.
William C. Clarke, III joined Campbell in June, 1977. He is Executive Vice-
President and a Director of Campbell. Mr. Clarke holds a B.S. in Finance from
Lehigh University where he graduated in 1973. Mr. Clarke currently oversees all
aspects of research which involves the development of proprietary trading
models and portfolio management methods. Mr. Clarke is registered as an
Associated Person of Campbell.
Bruce L. Cleland joined Campbell in January, 1993. Since January 1994, Mr.
Cleland has been the President, Chief Operating Officer and a Director of
Campbell. Additionally, Mr. Cleland is in charge of International Marketing for
Campbell. From May, 1986 through December, 1992 Mr. Cleland has served in
various principal roles with the following firms; President, F&G Management,
Inc., a commodity trading advisor; President, Institutional Brokerage Corp., a
floor broker; Principal, Institutional Advisory Corp., a commodity trading
advisor and commodity pool operator; Principal, Hewlett Trading Corporation, a
commodity pool operator; Principal, Institutional Energy Corporation, an
introducing broker. In January, 1983 Mr. Cleland was employed by Rudolf Wolff
Futures, Inc., a futures commission merchant, where he served as President
until April, 1986. Mr. Cleland graduated in 1969 from Victoria University in
Wellington, New Zealand where he received a Bachelor of Commerce and
Administration degree. Mr. Cleland is registered as an Associated Person of
Campbell.
James M. Little serves as Senior Vice-President/Marketing and as a Director
of Campbell. Mr. Little holds a B.S. in Economics and Psychology from Purdue
University. Mr. Little joined Campbell in April, 1990. From March, 1989 through
April, 1990 Mr. Little was a registered representative of A.G. Edwards & Sons,
Inc. Prior to that, from January, 1984 through March, 1989 he was the Chief
Executive Officer of James Little & Associates,
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Inc., a registered commodity pool operator and registered broker-dealer. Mr.
Little has extensive experience in the futures industry having worked in the
areas of hedging, floor trading and managed futures. He is the co-author of
The Handbook of Financial Futures, and is a frequent contributor to investment
industry publications. Mr. Little is registered as an Associated Person of
Campbell.
Theresa D. Livesey serves as the Chief Financial Officer, Treasurer,
Secretary and a Director of Campbell. Ms. Livesey joined Campbell in June,
1991. In addition to her role as CFO, Ms. Livesey also oversees administration
and compliance at Campbell. From December, 1987 to June, 1991 she was employed
by Bank Maryland Corp, a publicly held company. When she left she was Vice-
President and Chief Financial Officer. Prior to that time, she worked with
Ernst & Young. Ms. Livesey is a C.P.A. and has a B.S. in Accounting from the
University of Delaware.
David M. Salmon is a Director of Campbell since January, 1976. During this
time, he has worked with Campbell in an independent consultant capacity, but
has not been an employee. He has been employed by his own computer systems
programming consulting company David Salmon, Inc. since 1976. Prior to his
work with Campbell, Mr. Salmon worked in the field of systems development and
optimization with Systems Control, Inc. and Stanford Research Institute. Mr.
Salmon holds a B.S.E.E. from the University of Auckland, New Zealand, a
M.S.E.E. from Northeastern University and a Ph.D. in Electrical Engineering
from the University of Illinois, Urbana.
C. Douglas York has been employed by Campbell since November 1992. He is the
Director of Foreign Exchange for Campbell. His duties include managing daily
trade execution for foreign exchange markets and forward contracts on precious
metals and energy markets. From January 1991 through October 1992, Mr. York
worked for Black & Decker as Global Foreign Exchange Manager. He holds a B.A.
in Government from Franklin and Marshall College. Mr. York is an associated
person of Campbell.
Any principal of Campbell may trade futures interests for their own
accounts. In addition, Campbell manages proprietary accounts for its deferred
compensation plan and a principal. Campbell has no written policies for
proprietary trading by principals. Trading records for proprietary trading
accounts are available for review by clients upon reasonable notice.
The Campbell Trading Approach
Campbell will trade the assets allocated to it by the Partnership pursuant
to its Financial, Metal & Energy Portfolio. The Financial, Metal & Energy
Portfolio (previously called the Financial Futures Portfolio) trades
exclusively in futures, options and forward contracts including foreign
currencies, precious and base metals, crude oil and petroleum products, stock
market indices, and interest rate futures.
Campbell renders trading decisions for each of its various trading
portfolios largely pursuant to two distinct proprietary trading systems, both
of which combine computerized technical trend following with quantitative
portfolio management analysis. The principal objective of the trading systems
is to profit from major and sustained futures price trends.
While Campbell follows a disciplined computerized approach to the markets,
on occasion it may, if Campbell deems it advisable, override system signals.
Computer signals may therefore be modified under certain market conditions.
Such modifications may, or may not, prove beneficial to the results achieved.
The differences between the proprietary systems used by Campbell are
principally in their sensitivity to price action. For example, Campbell's C-6
system generally responds more quickly to near-term price action than
Campbell's C-9 system, which takes a somewhat longer term view of market price
behavior. On occasion one of the systems may trigger a long position signal in
one delivery month while the other system recommends a short position in
another delivery month of the same commodity or financial instrument. It is
unlikely that both positions would prove profitable, and in retrospect one or
both trades will appear to have been unnecessary. On occasion the systems
might temporarily recommend opposing positions in the same delivery month of
the same commodity or financial instrument, in which case the recommendations
would cancel each other out, and a neutral position would be assumed. It is
Campbell's policy to follow trades signaled by each system independent of what
the other system may be recommending. Campbell believes that utilizing more
than one trading system on the same account offers diversification, and is
most beneficial when numerous contracts of each commodity are traded.
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Both the C-6 and C-9 trading systems are applied continuously to various
Campbell trading portfolios. A third trading system, which includes both
trending and contra-trending components, is being used on a limited basis for
certain markets. Campbell may in the future develop additional trading systems
and modify systems currently in use and, in all likelihood, would employ such
systems for all accounts in the Campbell's investment portfolios.
Campbell employs a portfolio management strategy, the purpose of which is to
determine periods of high and low portfolio risk. When, in the opinion of
Campbell, such points are reached, positions may be reduced or increased so
that portfolio risk is decreased or increased, respectively. It is possible,
however, that during these periods the market's behavior is such that the
benefit of having increased or decreased portfolio risk is not realized. For
example, if a point of high risk is reached and portfolio risk is decreased by
a reduction in positions, and the markets continue to produce profits before
the portfolio cash can be redeployed in market positions, the return that
otherwise would have been realized, had the account been more fully invested,
would be reduced. Campbell may, from time to time, increase or decrease the
number of contracts held based on increases or decreases in an account, changes
in internal market conditions, perceived changes in portfolio-wide risk
factors, or other factors which Campbell deems relevant.
Campbell trades futures contracts on all of the major U.S. futures exchanges
and some foreign futures exchanges. Campbell trades options on futures
contracts on U.S. futures exchanges and forward contracts in the inter-bank
market in currencies, metals and energy. Campbell has not previously traded in
foreign options on futures but may do so in the future. Campbell also engages
in "exchange for physicals" (or "EFPs"). An EFP is a transaction that is
executed off-exchange in the over-the-counter market, and that is subsequently
converted into an equivalent futures contract on a futures exchange. Campbell
may in the future trade swap agreements, hybrid instruments and other off-
exchange contracts.
The following capsule summary sets forth a composite performance record for
accounts managed by Campbell pursuant to the Financial, Metal & Energy Small
Portfolio for the period January 1988 through September 30, 1995. Effective
February 1, 1995, the Financial, Metal & Energy Portfolio (previously called
the Financial Futures Portfolio) has been divided into the Financial, Metal &
Energy Large Portfolio and the Financial, Metal & Energy Small Portfolio. The
Financial, Metal & Energy Large Portfolio is appropriate for accounts greater
than $10 million in size. The Financial, Metal & Energy Large Portfolio trades
certain contracts in cash markets which do not have futures equivalents.
Additionally, the Financial, Metal & Energy Large Portfolio accounts will trade
certain futures contracts which Campbell does not believe are appropriate for
accounts smaller than $10 million. The performance record of Campbell's
Financial, Metals & Energy Small Portfolio reflects the combined trading
performance of 370 accounts.
INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND MAY HAVE NO
BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY CAMPBELL OR SPECTRUM
TECHNICAL IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE
RESULTS AND OTHER TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP.
THERE CAN BE NO ASSURANCE THAT CAMPBELL OR SUCH PARTNERSHIP WILL MAKE ANY
PROFIT 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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CAMPBELL & COMPANY, INC.
FINANCIAL, METAL & ENERGY LARGE PORTFOLIO
The following reflects the composite performance information of Campbell &
Company, Inc.'s Financial, Metal & Energy Large Portfolio which trades a
portion of the assets of Spectrum Technical.
Name of CTA: Campbell & Company, Inc.
Name of program: Financial, Metal & Energy Large
Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: April 1983
Number of open accounts: 4
Aggregate assets overall: $402.9 million
Aggregate assets in program: $319.0 million
Worst monthly drawdown*: (8.0)%--(7/91)
Worst month-end peak-to-valley drawdown*: (31.72)%--
(7/93-1/95)
1996 year-to-date return (1 month): 5.46%
1995 annual return: 19.46%
1994 annual return: (16.74)%
1993 annual return: 4.68%
1992 annual return: 13.55%
1991 annual return: 31.12%
* "Drawdown" means losses experienced by the trading program over a specified
period.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY CAMPBELL & COMPANY, INC.
The following summary performance information reflects the composite
performance results of other programs traded by Campbell & Company, Inc.
Name of CTA: Campbell & Company, Inc.
Name of program: Financial, Metal & Energy Small
Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: February 1995
Number of open accounts: 54
Aggregate assets overall : $402.9 million
Aggregate assets in program: $49.8 million
Worst monthly drawdown*: (5.78)%--(9/95)
Worst month-end peak-to-valley drawdown*: (6.45)%--
(4/95-7/95)
1996 year-to-date return (1 month): 8.80%
1995 period return (11 months): 20.28%
Name of CTA: Campbell & Company, Inc.
Name of program: Global Diversified Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: February 1986
Number of open accounts: 14
Aggregate assets overall: $402.9 million
Aggregate assets in program: $34.1 million
Worst monthly drawdown*: (8.54)%--(7/91)
Worst month-end peak-to-valley drawdown*: (26.05)%--
(7/93-2/94)
1996 year-to-date return (1 month): 3.78%
1995 annual return: 6.52%
1994 annual return: 9.61%
1993 annual return: 2.39%
1992 annual return: 7.68%
1991 annual return: 14.86%
Name of CTA: Campbell & Company, Inc.
Name of program: Foreign Exchange Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: November 1990
Number of open accounts: 1
Aggregate assets overall: $402.9 million
Aggregate assets in program: $2.8 million
Worst monthly drawdown*: (17.01)%--(7/91)
Worst month-end peak-to-valley drawdown*: (44.73)%--
(7/93-1/95)
1996 year-to-date return (1 month): 7.00%
1995 annual return: 26.36%
1994 annual return: (21.19)%
1993 annual return: (8.49)%
1992 annual return: 17.67%
1991 annual return: 21.23%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Name of CTA: Campbell & Company, Inc.
Name of program: Diversified Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: January 1972
Number of open accounts: 0 (Closed 2/95)
Aggregate assets overall: $402.9 million
Aggregate assets in program: $0 (Closed 2/95)
Worst monthly drawdown*: (11.50)%--(7/91)
Worst month-end peak-to-valley drawdown*: (32.10)%--
(7/93-2/94)
1995 period return (1 month): (4.21)%
1994 annual return: 8.52%
1993 annual return: (5.79)%
1992 annual return: (1.80)%
1991 annual return: (0.08)%
Name of CTA: Campbell & Company, Inc.
Name of program: Global Financial Portfolio
Inception of trading by CTA: January 1972
Inception of trading in program: December 1993
Number of open accounts: 0 (Closed 3/95)
Aggregate assets overall: $402.9 million
Aggregate assets in program: $0 (Closed 3/95)
Worst monthly drawdown*: (5.24)%--(2/94)
Worst month-end peak-to-valley drawdown*: (19.20)%--
(12/93-1/95)
1995 period return (3 months): 9.30%
1994 annual return: (13.16)%
1993 annual return: (2.64)%
* "Drawdown" means losses experienced by the trading program over a specified
period.
FOOTNOTES TO CAMPBELL & COMPANY, INC. CAPSULE PERFORMANCE INFORMATION.
The following footnote for rate of return applies to the capsule tables for the
Financial Metal & Energy Large Portfolio, Global Diversified Portfolio, Global
Financial Portfolio and Diversified Portfolio. It also applies to the Foreign
Exchange Portfolio for the time period January 1991-May 1993.
The "RATE OF RETURN" for a period is calculated by dividing the net profit or
loss by the assets at the beginning of such period. Additions and withdrawals
occurring during the period are included as an addition to or deduction from
beginning net assets in the calculations of "Rates of Return", except for
accounts which closed on the last day of a period in which case the withdrawal
is not subtracted from beginning net assets for purposes of this calculation.
The "Rate of Return" is calculated using the Only Accounts Traded (OAT) method
of computation. This computation method is one of the methods approved by the
CFTC to reduce the distortion caused by significant additions or withdrawals of
capital during a month. The OAT method excludes from the calculation of rate of
return those accounts which had material intra-month additions or withdrawals
and accounts which were open for only part of the month. In this way, the
composite rate of return is based on only those accounts whose rate of return
is not distorted through intra-month capital changes.
The following footnote for rate of return applies to the capsule tables for the
FME Small Portfolio and Foreign Exchange Portfolio for the period subsequent to
June 1993.
The "RATE OF RETURN" for each month is calculated by dividing net performance
of the Fully-Funded Subset by the beginning net assets of the Fully-Funded
Subset, except in periods of significant additions or withdrawals to the
accounts in the Fully-Funded Subset. In such instances, the Fully-Funded Subset
is adjusted to exclude accounts with significant additions or withdrawals which
would materially distort the rate of return pursuant to the Fully-Funded Subset
method. The Fully-Funded Subset is a comparatively new method of computing rate
of return and performance disclosure, referred to as the "Fully-Funded Subset"
method, pursuant to an Advisory published by the CFTC. To qualify for the use
of the Fully-Funded Subset method, the Advisory requires that certain
computations be made in order to arrive at the Fully-Funded Subset and that the
accounts for which the performance is so reported meet two tests which are
designed to provide assurance that the Fully-Funded Subset and the resultant
rates of return (RORs) are representative of the trading program.
Annual (Period) Return is calculated by multiplying on a compound basis each of
the monthly rates of return and not by adding or averaging such monthly rates
of return. For periods of less than one year, the results are year to date.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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2. CHESAPEAKE CAPITAL CORPORATION
(CURRENT ALLOCATION--39%)
Chesapeake Capital Corporation ("Chesapeake") was incorporated under the laws
of the Commonwealth of Virginia in February 1988. On August 19, 1991,
Chesapeake was merged into Chesapeake Capital Corporation, an Illinois
corporation formed on August 13, 1991. References herein to "Chesapeake" refer
to the Virginia corporation prior to August 19, 1991 and the Illinois
corporation on and after August 19, 1991. Chesapeake has been registered with
the CFTC as a commodity trading advisor and as a commodity pool operator since
June 20, 1988 and May 8, 1991, respectively, and is a member of the NFA in such
capacities. Chesapeake's principal place of business is located at 500 Forest
Avenue, Richmond, Virginia 23229; telephone (804) 285-5417. All business
records will be kept at Chesapeake's principal place of business. Chesapeake is
not affiliated with the General Partner or DWR or any other trading manager for
the Partnerships.
The principals of Chesapeake are as follows:
R. Jerry Parker, Jr., Chairman, Chief Executive Officer and sole shareholder
of Chesapeake, received his B.S. in Commerce, with an emphasis in Accounting,
from the University of Virginia in January 1980. Mr. Parker worked in the
accounting field for four years after graduating from college and became a
licensed Certified Public Accountant ("CPA") in Virginia in 1982. From January
1983 until November 1983, Mr. Parker was a CPA at Wilkinson & Lester, a
certified public accounting firm based in Richmond, Virginia. From November
1983 until January 1987, Mr. Parker was employed as an exempt commodity trading
advisor by Richard J. Dennis, a principal and shareholder of Richard J. Dennis
& Company, a Chicago-based commodity trading advisor and commodity pool
operator registered with the CFTC, in his "Turtle" training program. From
January 1987 until February 1988, Mr. Parker traded for Mr. Thomas Dennis as an
exempt commodity trading advisor. During these periods, Mr. Parker had complete
discretionary trading authority over a futures portfolio of $1 million to $1.5
million. In February 1988, Mr. Parker ceased trading for Mr. Thomas Dennis and
formed Chesapeake, where he serves as the Chief Trader.
John M. Hoade, President and Secretary of Chesapeake, received a B.S. degree
in Business Administration from Lynchburg College in 1978. From 1976 through
1990, Mr. Hoade was employed by Thurston Metals, Inc., located in Lynchburg,
Virginia, in sales, marketing and general management. Mr. Hoade joined
Chesapeake in December 1990 to direct its operations and marketing efforts.
There have been no administrative, civil or criminal actions or proceedings,
pending, on appeal or concluded, against Chesapeake or any of its principals
during the five years preceding the date of this Prospectus.
Chesapeake 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 Chesapeake trading systems described below.
The Chesapeake Trading Approach
The investment portfolios currently offered by Chesapeake are the
"Diversified Program," the "Financials and Metals Program," and the
"Diversified 2XL Program" (the "Trading Programs"). While all of the Trading
Programs employ the same general trading methodology, as described below, they
differ in their emphasis of certain markets or market sectors and exclusion of
others. The following overview is not intended as a detailed and exhaustive
review of the trading methodology or strategies employed by Chesapeake, as the
exact nature of the methods and these systems is proprietary and confidential.
The assets of the Partnership allocated to Chesapeake will be traded pursuant
to its "Diversified Program" and its "Financials and Metals Program."
The Diversified Program is Chesapeake's longest operating investment
portfolio, beginning its trading in February 1988. The Diversified Program
emphasizes a maximum range of diversification with a global portfolio of
futures, forward and cash markets (including the exchange of futures for
physicals) which include, but are not limited to, agricultural products,
precious and industrial metals, currencies, financial instruments, and stock,
financial and economic indices. Chesapeake may trade on U.S. and non-U.S.
exchanges. The decision to add or subtract markets from this program
periodically shall be at the sole discretion of Chesapeake.
The Financials and Metals Program, which commenced trading in March 1992, is
a diversified portfolio of investments in futures, forward and cash markets
worldwide, but specializes in the larger and more liquid markets now available
for trading. The Financials and Metals Program currently excludes all markets
traded
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by the Diversified Program except interest rate contracts, currency contracts,
stock index contracts, certain precious and industrial metal contracts, and the
energy contracts. The remaining contracts are not, in general, "leveraged up"
to account for the exclusion of certain contracts. Accordingly, the Financials
and Metals Program generally utilizes a somewhat lower margin-to-equity ratio
than the Diversified Program.The decision to add or subtract markets from this
program periodically shall be at the sole discretion of Chesapeake.
Relying primarily on technical analysis, Chesapeake believes that future
price movements in all markets may be more accurately anticipated by analyzing
historical price movements within a quantitative framework rather than
attempting to predict or forecast changes in price through fundamental economic
analysis. The trading methodologies employed by Chesapeake are based on
programs analyzing a large number of interrelated mathematical and statistical
formulas and techniques which are quantitative and proprietary in nature and
which have been either learned or developed by Mr. Parker.
In addition to such mathematical evaluations, Chesapeake employs a technique
of technical analysis generally known as "charting" in order to attempt to
determine optimal support and resistance levels and entry and exit points in
the various markets. In order to determine the overall technical condition of
the market at every point in time and to be used as a timing mechanism for all
trades, Chesapeake also makes extensive use of internally-generated market
information, which includes, but is not limited to, price volatility, open
interest, daily price action, volume and market psychology or sentiment.
The profitability of the Trading Programs, traded pursuant to technical
analysis emphasizing mathematical and charting approaches, will depend upon the
occurrence in the future, as in the past, of major trends in some markets. If
there are no trends, the Trading Programs are likely to be unprofitable. There
have been trendless periods in the past which can be expected to recur, and any
factor which lessens the prospect of trends in the future, such as increased
governmental control regulation, or participation as a purchaser or seller in
futures markets (including joint governmental control or regulation of, or
participation in, international currency markets), lessens the prospect that
programs utilizing technical analysis, including the Trading Programs, will be
profitable in the future. In addition, the future profitability of the Trading
Programs would also be adversely affected by factors which increase the number
of signals leading to unprofitable trades. For example, a significant increase
in technically-oriented trading (trend-following or otherwise) in a particular
commodity might cause a change in the pattern of price movements in a manner
which might be unfavorable.
Trend-following trading systems, such as those employed by Chesapeake, will
seldom effect market entry or exit at the most favorable price in the
particular market trend. Rather, this type of trading system seeks to close out
losing positions quickly and to hold portions of profitable positions for as
long as the trading system determines that the particular market trend
continues to exist. There can be no assurance, however, that profitable
positions can be liquidated at the most favorable price in a particular trend.
As a result, the number of losing transactions may exceed substantially the
number of profitable transactions. However, if Chesapeake's approach is
successful, these losses should generally be small relatively and more than
offset by gains on profitable transactions.
The Trading Programs are oriented toward the preservation of original equity.
The commencement of trading or a drawdown from starting equity are considered
the situations of highest risk, and risk management techniques at this point
are emphasized over those which invite greater risk in the interest of
enhancing performance. These risk management techniques include
diversification, i.e., commitment of equity to multiple markets and to a number
of trading strategies. Also, the Trading Programs adhere to the requirements of
a money management system which determines and limits the equity committed to
each trade, each market, each commodity complex (in Trading Programs which
trade in more than one commodity complex) and each account.
The risk assumed and, consequently, the potential for profit experienced by a
particular account at different times, and by different accounts at the same
time, vary significantly according to the Trading Program(s) used, the market
conditions, the percentage gained or lost in the account, the size of the
account, the brokerage commissions charged to the account, the management and
incentive fees charged to the account, the contracts, if any, excluded from the
account by the client, and when the account commenced trading.
Chesapeake generally uses between 15% and 30% of the equity in a fully-funded
account as original margin for trading in the Diversified Program, but at times
the margin-to-equity ratio can be higher. The Financials and Metals Program
generally utilizes a somewhat lower margin-to-equity ratio than the Diversified
Program.
All decisions concerning the liquidation of positions, the commodities to be
traded and the size of positions to be taken or maintained will require to some
degree the exercise of judgment by Chesapeake. The decision
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not to trade commodity interest contracts for a certain period, or not to trade
certain commodity interest contracts due to lack of discernible price movements
(trends) or lack of liquidity, may result at times in clients (such as the
Partnership) missing significant profit opportunities which might otherwise
have been captured by Chesapeake.
The trading strategy utilized by Chesapeake's Trading Programs may be revised
from time to time by Chesapeake, as a result of ongoing research and
development which seeks to devise new trading systems, as well as test methods
currently employed. The trading methods used by Chesapeake in the future may
differ significantly from those presently used, due to the changes which may
result from this research.
Past Performance of Chesapeake
The accompanying performance information describes the composite performance
of all customer accounts managed pursuant to each of the current Chesapeake
Trading Programs. This section also describes the composite performance of
programs no longer offered by Chesapeake. CFTC rules require the disclosure of
performance information for the last five full calendar years and year-to-date,
and consider older performance information supplemental data on the basis that
older information is less material. Accordingly, this section only states
required performance.
In the accompanying performance information, Chesapeake has adopted a method
of computing rate of return and performance disclosure, referred to as the
"Fully-Funded Subset" method, pursuant to an Advisory published by the CFTC.
The Fully-Funded Subset refers to that subset of accounts included in the
applicable composite which is funded entirely by Actual Funds (as defined in
the Advisory). To qualify for the use of the Fully-Funded Subset method, the
Advisory requires that certain computations be made in order to arrive at the
Fully-Funded Subset and that the accounts for which performance is so reported
meet two tests which are designed to provide assurance that the Fully-Funded
Subset and the resultant rates of return "RORs" are representative of the
trading program. Chesapeake has performed these computations for periods
subsequent to January 1, 1992. However, for periods prior to January 1, 1992,
due to cost considerations, the Fully-Funded Subset method has not been used.
Instead, the rates of return reported are based on a computation which uses the
Nominal Account Sizes of all of the accounts included in the composites
calculated in accordance with the "OAT" method as described in the Footnotes to
Chesapeake's performance capsules. Chesapeake believes that this method yields
substantially the same rates of return as would the Fully-Funded Subset method
and that the rates of return presented herein are representative of the Trading
Programs for the periods presented. For the periods from January 1, 1992
through December 31, 1993, Chesapeake compared the OAT method and the Fully-
Funded Subset method and found that the two methods yielded substantially the
same rates of return. Consequently, Chesapeake continued to use the OAT method
until the end of 1993. From January 1, 1994 on, Chesapeake is using the Fully-
Funded Subset method.
All performance information is set forth in capsule format as required by
CFTC rules. However, full performance records for each program are available
without charge upon request to the General Partner.
In reviewing the following information, prospective investors should
understand that performance is "net" of all actual fees and charges and
includes interest income applicable to the accounts comprising each composite
performance capsule. Such composite performance is not necessarily indicative
of the performance of any individual account. The fees and charges applicable
to individual accounts are not specifically described herein. However, set
forth is a general description of the charges applicable to such accounts.
Brokerage commissions are accounted for monthly and include the total amount
of all brokerage commissions and other trading fees paid during the month plus
or minus the change in brokerage commissions and other trading fees accrued on
open positions from the preceding month. Brokerage commissions are calculated
on a round-turn or flat-rate basis. Round-turn commissions have ranged from
approximately U.S. $7 per round-turn to approximately U.S. $50 per round-turn.
Flat-rate commissions have ranged from approximately 2% of equity to
approximately 9% of equity. Interest income is earned on U.S. government
obligations and cash on deposit with futures commission merchants and is
recorded on the accrual basis. Management fees are accrued monthly and are
charged at rates ranging from 0% to 8% of equity. Incentive fees are accrued
monthly and are charged at rates ranging from 12.5% to 30% of new trading
profits. On certain accounts, incentive fees are reduced by the management fees
paid over an agreed upon period.
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INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
FOLLOWING CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND MAY HAVE NO
BEARING ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY CHESAPEAKE OR SPECTRUM
TECHNICAL IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE
RESULTS AND OTHER TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP.
THERE CAN BE NO ASSURANCE THAT CHESAPEAKE OR SUCH PARTNERSHIP WILL MAKE ANY
PROFIT 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 INTERESTS
TRADING.
CHESAPEAKE CAPITAL CORPORATION
FINANCIALS AND METALS PROGRAM
The following reflects the composite performance information of Chesapeake
Capital Corporation's Financial and Metals Program which trades a portion of
the assets of Spectrum Technical.
Name of CTA: Chesapeake Capital Corporation
Name of program: Financials and Metals Program
Inception of trading by CTA: February 1988
Inception of trading in program: March 1992
Number of open accounts: 6
Aggregate assets overall (excluding notional): $789.0
million
Aggregate assets overall (including notional): $953.8
million
Aggregate assets in program (excluding notional): $22.6
million
Aggregate assets in program (including notional): $25.3
million
Worst monthly drawdown: (5.65)%--(2/94)
Worst month-end peak-to-valley drawdown: (10.36)%--
(1/94-2/94)
1996 year-to-date return (1 month): 2.60%
1995 annual return: 12.62%
1994 annual return:(3.22)%
1993 annual return: 68.53%
1992 period return (10 months): 24.19%
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CHESAPEAKE CAPITAL CORPORATION
DIVERSIFIED PROGRAM
The following reflects the composite performance information of Chesapeake
Capital Corporation's Diversified Program which trades a portion of the assets
of Spectrum Technical. The performance of the program from February 1988
(inception) through December 1989, while profitable, includes the program's two
largest drawdowns, the larger of which occurred during the period August 1989
through October 1989 and was (20.6)%.
Name of CTA: Chesapeake Capital Corporation
Name of program: Diversified Program
Inception of trading by CTA: February 1988
Inception of trading in program: February 1988
Number of open accounts: 64
Aggregate assets overall (excluding notional): $789.0
million
Aggregate assets overall (including notional): $953.8
million
Aggregate assets in program (excluding
notional): $745.0 million
Aggregate assets in program (including
notional): $907.2 million
Worst monthly drawdown: (10.98)%--(1/92)
Worst month-end peak-to-valley drawdown: (16.62)%--
(1/92-5/92)
1996 year-to-date return (1 month): 1.68%
1995 annual return: 14.09%
1994 annual return: 15.87%
1993 annual return: 61.82%
1992 annual return: 1.81%
1991 annual return: 12.51%
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY CHESAPEAKE CAPITAL CORPORATION
The following summary performance information reflects the composite
performance results of other programs traded by Chesapeake Capital Corporation.
Name of CTA: Chesapeake Capital Corporation
Name of program: Foreign Financials Program
Inception of trading by CTA: February 1988
Inception of trading in program: June 1992
Number of open accounts: 0 (Closed 6/94)
Aggregate assets overall (excluding notional): $789.0 million
Aggregate assets overall (including notional): $953.8 million
Aggregate assets in program: $0 (Closed 6/94)
Worst monthly drawdown: (5.77)%--(9/92)
Worst month-end peak-to-valley drawdown: (5.77)%--(9/92)
1994 period return (6 months): (1.77)%
1993 annual return: 21.90%
1992 period return (7 months): 21.42%
Name of CTA: Chesapeake Capital Corporation
Name of program: Diversified 2XL Program
Inception of trading by CTA: February 1988
Inception of trading in program: April 1994
Number of open accounts: 4
Aggregate assets overall (excluding notional): $789.0 million
Aggregate assets overall (including notional): $953.8 million
Aggregate assets in program: $ 21.3 million
Worst monthly drawdown: (8.80)%--(2/95)
Worst month-end peak-to-valley drawdown: (15.07)%--(1/95-2/95)
1996 year-to-date return (1 month): 2.84%
1995 annual return: (18.77)%
1994 period return (9 months): 26.88%
Name of CTA: Chesapeake Capital Corporation
Name of program: Pacific Rim Program
Inception of trading by CTA: February 1988
Inception of trading in program: June 1994
Number of open accounts: 0 (Closed 8/95)
Aggregate assets overall (excluding notional): $789.0 million
Aggregate assets overall (including notional): $953.8 million
Aggregate assets in program: $0 (Closed 8/95)
Worst monthly drawdown: (3.30)%--(7/95)
Worst month-end peak-to-valley drawdown: (3.30)%--(7/95)
1995 period return (8 months): 37.04%
1994 period return (7 months): (2.76)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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NOTES TO CAPSULE PERFORMANCE INFORMATION
1. Name of CTA is the name of the commodity trading advisor which directed
the accounts included in the capsule.
2. Name of program is the name of the trading program used in directing the
accounts included in the capsule.
3. Inception of trading by CTA is the date on which the advisor began
directing client accounts.
4. Inception of trading in program is the date on which the advisor began
directing client accounts pursuant to the program shown.
5. Number of open accounts is the number of accounts directed by the advisor
pursuant to the program shown as of the end of the period covered by the
capsule.
6. Aggregate assets overall (excluding notional) is the aggregate amount of
actual assets under the management of the advisor overall as of the period
covered by the capsule. This number excludes "notional" equity.
7. Aggregate assets overall (including notional) is the aggregate amount of
total equity under the management of the advisor overall as of the end of the
period covered by the capsule. This number includes "notional" equity.
8. Aggregate assets in program (excluding notional) is the aggregate amount
of total assets under the management of the advisor in the program shown as of
the end of the period covered by the capsule. This number excludes "notional"
equity.
9. Aggregate assets in program (including notional) is the aggregate amount
of total equity under the management of the advisor in the program shown as of
the end of the period covered by the capsule. This number includes "notional"
equity.
10. Worst monthly drawdown is the largest monthly loss experienced by the
program on a composite basis in any calendar month expressed as a percentage
of the total equity in the program and includes the month and year of such
drawdown. Individual accounts have experienced larger monthly drawdowns.
11. Worst peak-to-valley drawdown is the largest calendar month to calendar
month loss experienced by the program on a composite basis (regardless of
whether it is continuous) expressed as a percentage of total equity (including
"notional" equity) in the program and includes the month(s) and year(s) in
which it occurred. For example, a largest peak-to-valley drawdown of (16.62)%
(1/92-5/92) means that the peak-to-valley drawdown lasted from January 1992 to
May 1992 and resulted in a 16.62% drawdown. Individual accounts have
experienced larger peak-to-valley drawdowns.
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12. Monthly Rate of Return for each month beginning January 1994 is
calculated by dividing net performance of the Fully-Funded Subset by the
beginning equity of the Fully-Funded Subset, except in periods of significant
additions or withdrawals to the accounts in the Fully Funded Subset. In such
instances, the Fully-Funded Subset is adjusted to exclude accounts with
significant additions or withdrawals which would materially distort the rate
of return pursuant to the Fully-Funded Subset method.
Monthly Rate of Return for each month prior to January 1992 is calculated
using the Only Accounts Traded ("OAT") method, which is net performance
divided by beginning equity, subject to certain adjustments. In this
calculation, accounts are excluded from both net performance and beginning
equity if their inclusion would materially distort the Monthly Rate of Return.
The excluded accounts include (1) accounts for which there has been a material
addition or withdrawal during the month, (2) accounts which were open for only
part of the month or (3) accounts which had no open positions during the month
due to the intention to permanently close the account. Such accounts were not
charged with material nonrecurring costs during the month.
Monthly Rate of Return for the months January 1992 through December 1993 was
calculated using both the Fully-Funded Subset and OAT methods of computation,
as described above. No material differences were noted between the Monthly
Rate of Return computed using each method.
13. Annual (Period) Return is calculated by multiplying on a compound basis
each of the Monthly Rates of Return and not by adding or averaging such
Monthly Rates of Return. For periods of less than one year, the results are
year-to-date. For example, the Compound Rate of Return of 12.15 for the year
1991 in the Diversified Program capsule was calculated by multiplying 100 by
the quantity [(1-.0129)(1+.0484) (1+.0232)(1-.0280)(1+.0027)(1-.0125)(1-
.0175)(1-.0332)(1+.0439)(1+.0421)(1-.0468)(1+.1208)] minus 100.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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3. JOHN W. HENRY & CO., INC.
(CURRENT ALLOCATION--42%)
John W. Henry & Co., Inc. ("JWH") is a United States-based global investment
management corporation with offices located at 301 Yamato Road, Boca Raton,
Florida and at One Glendinning Place, Westport, Connecticut 06880. Its
telephone number is (203) 221-0431. JWH is recognized as a leader in managing
capital in futures, interest rate, and foreign exchange markets for
international banks, brokerage firms, pension funds, institutions, and high-
net-worth individuals. JWH trades numerous contracts of a 24-hour basis in the
U.S., Europe and Asia, and has grown to be one of the largest advisors in the
industry, managing over $1.3 billion in client capital.
John W. Henry & Company began managing assets in 1981 as a sole
proprietorship, and was later incorporated in the state of California as John
W. Henry & Co., Inc. to conduct business as a commodity trading advisor. The
sole shareholder of JWH is the John W. Henry Trust dated July 27, 1990. The
firm is registered as a commodity trading advisor and a commodity pool
operator with the Commodity Futures Trading Commission and is a member of the
National Futures Association ("NFA"). JWH is not affiliated with the General
Partner or DWR or with any of the other trading managers for the Partnerships.
The individual principals of JWH are as follows:
Mr. John W. Henry is chairman of the JWH Board of Directors and is trustee
and sole beneficiary of the John W. Henry Trust dated July 27, 1990. He
currently concentrates his activities at JWH on portfolio management, business
issues and frequent dialogue with trading supervisors. Mr. Henry is the
exclusive owner of certain trading systems licensed to Elysian Licensing
Corporation, a corporation wholly-owned by Mr. Henry and sublicensed by
Elysian Licensing Corporation to JWH and utilized by JWH in managing client
accounts. Over the last fifteen years, Mr. Henry has developed many innovative
investment programs which have enabled JWH to become one of the most
successful money managers in the foreign exchange, futures and fixed income
markets.
Mr. Henry has served on the Board of Directors of the National Association
of Futures Trading Advisors ("NAFTA"), and the Managed Futures Trade
Association, and has served on the Nominating Committee of the NFA. Mr. Henry
currently serves on the Board of Directors of the Futures Industry Association
("FIA") and is Chairman of the FIA Task Force on Derivatives for Investment.
He also currently serves on a panel created by the Chicago Mercantile Exchange
and the Chicago Board of Trade to study cooperative efforts related to
electronic trading, common clearing and the issues regarding a merger. In
1989, Mr. Henry established residency in Florida and since that time has
performed services from that location as well as from the offices of JWH in
Westport, Connecticut. Mr. Henry is a principal of JWH Risk Management, Inc.,
Westport Capital Management Corporation, Global Capital Management Limited and
JWH Investments, Inc., all of which are affiliates of JWH. Since the beginning
of 1987, Mr. Henry has, and will continue to devote considerable time to
activities in businesses unrelated to JWH and its affiliates.
Mr. Mark H. Mitchell is an executive vice president of JWH. He is also vice
chairman and a director of JWH Risk Management, Inc. Prior to joining JWH in
January 1994, Mr. Mitchell was a partner of Chapman and Cutler, a Chicago law
firm, where he headed its futures law practice since August 1983. From August
1980 to March 1991, he served as General Counsel of the NAFTA and, from March
1991 to December 1993, he served as General Counsel of the Managed Futures
Association. Mr. Mitchell is currently a member of the Commodity Pool
Operator/Commodity Trading Advisor Advisory Committee and the Special
Committee for the Review of a Multi-tiered Regulatory Approach to NFA Rules,
both of the NFA and the Executive Committee of the Law and Compliance Division
of the FIA. In 1985, he received the Richard P. Donchian Award for Outstanding
Contributions to the Field of Commodity Money Management. He has been an
editor of Futures International Law Letter and its predecessor publication,
Commodities Law Letter. He received an A.B. with honors from Dartmouth College
and a J.D. from the University of California at Los Angeles, where he was
named to the Order of the Coif, the national legal honorary society.
Mr. David R. Bailin is an executive vice president and is a member of the
Operating Committee of JWH. He is also president of JWH Risk Management, Inc.
He is responsible for the development, implementation, and management of JWH's
sales and marketing infrastructure. Prior to joining JWH in December 1995, Mr.
Bailin was managing director-development since April 1994 for Global Asset
Management ("GAM"), a Bermuda based management firm with over $7 billion in
managed assets. He was responsible for overseeing the international
distribution of GAM's funds as well as for establishing new distribution
relationships and
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channels. Prior to his employment with GAM, Mr. Bailin headed the real estate
asset management division of Geometry Asset Management beginning in July 1992.
Prior to that time, beginning in 1988, he was President of Warner Financial, an
investment advisory business in Boston, Massachusetts. Mr. Bailin received a
B.A. from Amherst College and an M.B.A. from Harvard Business School.
Mr.. Peter F. Karpen is a managing director and a member of the Operating
Committee of JWH, president of JWH Investments, Inc., president and director of
Westport Capital Management Corporation, and president and chairman of the
Board of Directors of Global Capital Management Limited. Mr. Karpen joined JWH
in June 1995 from CS First Boston where he was director of Futures and Options
since 1988 and vice president since 1981. Mr. Karpen has been a member of the
board of the FIA since 1984 and a member of its Executive Committee since 1988.
Mr. Karpen was Chairman of the FIA from 1994 - 1995. In addition, he is a
Public Director of the New York Cotton Exchange and serves on the CFTC's
Financial Products Advisory Committee. He has been a Trustee of the Futures
Industry Institute, a member of the CFTC's Regulatory Coordination Advisory
Committee and a member of several commodities and securities exchanges in the
United States. He received his B.A. from Boston University and M.B.A. from
Boston College. Mr. Karpen announced his resignation from JWH and its
affiliates on March 18, 1996 but will continue in his present capacities for 6
months from that date.
Mr. James E. Johnson, Jr. is chief financial officer and chief administrative
officer for JWH. He also serves as a member of the company's Operating
Committee. Mr. Johnson is also a principal of Westport Capital Management
Corporation, JWH Investments, Inc. and JWH Risk Management Inc. Mr. Johnson
joined JWH in May of 1995 from Bankers Trust Company where he was managing
director and chief financial officer for their Institutional Asset Management
Division since January 1983. His areas of responsibility included finance,
operations and technology for the $160 billion global asset advisor. Prior to
joining Bankers Trust, Mr. Johnson was a product manager at American Express
Company responsible for research and market strategies for the Gold Card. He
received a B.A. with honors from Columbia University and an M.B.A. in Finance
and Marketing from New York University.
Ms. Elizabeth A.M. Kenton is a senior vice president, the director of
compliance, and a member of the Operating Committee of JWH. Since joining JWH
in March of 1989, Ms. Kenton has held positions of increasing responsibility in
research and development, administration and regulatory compliance. Ms. Kenton
is also a director and treasurer of Westport Capital Management Corporation,
the executive vice president of JWH Investments, Inc., senior vice president of
JWH Risk Management, Inc., and a director of Global Capital Management Limited.
Prior to her employment at JWH, Ms. Kenton was Associate Manager of Financial
and Trading Operations at Krieger Investments, a currency and commodity trading
firm. From July 1987 to September 1988, Ms. Kenton worked for Bankers Trust
Company as a product specialist for foreign exchange and treasury options
trading. She received a B.S. in Finance from Ithaca College.
Ms. Mary Beth Hardy is a senior vice president, the manager of trading
administration, and is a member of the Operating Committee of JWH. Since
joining JWH in September 1990, Ms. Hardy has held positions of increasing
responsibility in research and development and trading. Prior to her employment
at JWH, Ms. Hardy held the position of associate editor at Waters Information
Services where she wrote weekly articles covering technological advances in the
securities and futures markets. Prior to joining Waters in 1989, Ms. Hardy was
at Shearson Lehman Brothers Inc. where she held the position of assistant
director of the Managed Futures Trading Department. Prior to that, Ms. Hardy
was an institutional salesperson for Shearson, in a group specializing in
financial futures and options. Previously, Ms. Hardy was an institutional
salesperson for Donaldson, Lufkin and Jenrette with a group which also
specialized in financial futures and options. Ms. Hardy serves on the Board of
Directors of the Managed Futures Association (the "MFA") and chairs its Trading
and Markets committee. She received a B.B.A. in Finance from Pace University.
Mr. David M. Kozak is Counsel to the Firm, vice president and secretary of
JWH. He is also secretary of JWH Risk Management, Inc. Prior to joining JWH in
September 1995, Mr. Kozak was employed at Chapman and Cutler, where he was an
associate from September 1983 and a partner from 1989. Mr. Kozak has
concentrated in commodity futures law since 1981, with emphasis in the area of
commodity money management. During the time he was employed at Chapman and
Cutler, he served as outside counsel to NAFTA and the MFA. Mr. Kozak is
currently a member of the Government Relations Committee of the MFA, the NFA
Special Committee on CPO/CTA Disclosure Issues and the Visiting Committee of
The University of Chicago Library. He received a B.A. from Lake Forest College,
an M.A. from The University of Chicago, and a J.D. from Loyola University of
Chicago.
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Mr. Kevin S. Koshi is a senior vice president and chief trader for JWH. Mr.
Koshi is responsible for the supervision and administration of all aspects of
order execution strategies and implementation of trading policies and
procedures. Mr. Koshi joined JWH in August 1988 as a professional in the
Finance Department, and since 1990 has held positions of increasing
responsibility in the Trading Department. He received a B.S. in Finance from
California State University at Long Beach.
Mr. Barry S. Fox is the director of research and is responsible for the
design and testing of existing and new programs. He also supports and maintains
the proprietary alogorithms used to generate JWH trades. Mr. Fox joined JWH in
March 1991 and since that time has held positions of increasing responsibility
in the Research and Development department. Prior to his employment at JWH, Mr.
Fox provided sales and financial analysis support for Spreadsheet Solutions, a
financial software development company. Prior to joining Spreadsheet Solutions
in October 1990, Mr. Fox operated a trading company where he traded his own
proprietary capital. Before that, he was employed with Bankers Trust as a
product specialist for foreign exchange and treasury options trading. He
received a B.S. in Business Administration from the University of Buffalo.
Ms. Glenda G. Twist is a director of JWH and has held that position since
August 1993. Ms. Twist joined JWH in September 1991 with responsibilities for
corporate liaison and she continues her duties in that area. Her
responsibilities include assistance in the day-to-day administration of the
Florida office, and review and compilation of financial information for JWH.
Ms. Twist was President of J.W. Henry Enterprises Corp., for which she
performed financial, consulting and administration services from January 1991
to August 1991. From 1988 to 1990, Ms. Twist was Executive Director of Cities
in Schools, a program in Arkansas designed to prevent students from leaving
school before completing their high school education. She received her B.S. in
Education from Arkansas State University.
Mr. Michael D. Gould is director of sales at JWH. He is responsible for
general business development and oversees the investor services function. He
joined JWH in April 1994 from Smith Barney Inc. where he served as senior sales
manager and vice president-futures for the Managed Futures Department. He held
the identical position with the predecessor firms of Shearson Lehman Bros. and
Lehman Bros. beginning in November 1991. Prior to that time, he was engaged in
a proprietary trader development program at Tricon USA from September 1990 to
October 1991. He was a registered financial consultant with Merrill Lynch from
1985 through August 1990. His professional career began in 1982 as an owner-
operator of a non-ferrous metals trading and export business which he ran until
September 1985. He attended the Indiana University School of Business.
Mr. Jack M. Ryng, C.P.A., joined JWH as the controller in November 1991. He
is also secretary and chief financial officer of JWH Investments, Inc. Prior to
that time, he was a senior manager with Deloitte & Touche where he held
positions of increasing responsibility since September of 1985 for commodities
and securities industry clients. His clients included one of the largest
commodity pool operators in the United States, along with other broker/dealers,
futures commission merchants, investment banks, and foreign exchange
operations, in the areas of accounting regulatory compliance and consulting.
Prior to his employment by the Financial Services Center of Touche Ross & Co.
(the predecessor firm of Deloitte & Touche), he worked for Leonard Rosen & Co.
as a senior accountant. Mr. Ryng is a member of AICPA and the New York C.P.A.
Society and is a member of the board of the New York operations of the FIA. He
received a B.S. in Business Administration from Duquesne University.
Mr. Michael J. Scoyni is a managing director of JWH and is a principal of
Westport Capital Management Corporation. Mr. Scoyni has been associated with
Mr. Henry since 1974 and with JWH since 1982. He was engaged in research and
development for John W. Henry Company (JWH's predecessor) from November 1981 to
December 1982 and subsequently has been employed by JWH in positions of
increasing responsibility. He received a B.A. in Anthropology from California
State University.
Mr. Christopher E. Deakins is a vice president of JWH. He is responsible for
general business development and investor services support. Prior to joining
JWH in August 1995, he was a vice president, national sales, and a member of
the Management Team for RXR Capital Management, Inc. His responsibilities
consisted of business development, institutional sales, and broker dealer
support. Prior to joining RXR in August 1986, he was engaged as an account
executive for Prudential-Bache Securities starting in February 1985. Prior to
that, Mr. Deakins was an account executive for Merrill Lynch, Pierce, Fenner
and Smith Incorporated. He received a B.A. in Economics from Hartwick College.
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Chris J. Lautenslager is a Vice President of John W. Henry & Co., Inc. He is
responsible for general business development and Investor Services support.
Prior to joining JWH in April 1996, he was the Vice President of Institutional
Sales for I/B/E/S International, Inc., a distributor of corporate earnings
estimate information. His responsibilities consisted of business development
and support of global money managers and investment bankers. Prior to his
employment with I/B/E/S, Mr. Lautenslager devoted time to personal activities
from April 1994 to March 1995, following the closing of the Stamford,
Connecticut office of Gruntal & Co., where he had worked as a proprietary
equity trader since November 1993. Before that, he held the same position at
S.A.C. Capital Management starting in February 1993. From October 1987 to
December 1993, Mr. Lautenslager was a partner and managing director of
Limitless Option Partners, a registered Chicago Mercantile Exchange trading and
brokerage organization, where he traded currency futures and options. He
received a B.S. in Accounting from the University of Colorado and a Masters in
Management from Northwestern University.
Mr. Edwin B. Twist is a director of JWH and has held that position since
August 1993. Mr. Twist is also a director of JWH Risk Management, Inc. Mr.
Twist joined JWH as internal projects manager in September 1991. Mr. Twist's
responsibilities include assistance in the day-to-day administration of JWH's
Florida office and internal projects. Mr. Twist was secretary and treasurer of
J.W. Henry Enterprises Corp., a Florida corporation engaged in administrative
and financial consulting services, for which he performed financial, consulting
and administrative services from January 1991 to August 1991.
Ms. Nancy Fox, C.P.A., is a vice president and the manager of investment
support of JWH. She is responsible for the day-to-day activities of the
Investment Support Department, including all aspects of operations and
performance reporting. Prior to joining JWH in January 1992, Ms. Fox was a
senior accountant at Deloitte & Touche, where she served commodities and
securities industry clients and had positions of increasing responsibility
since July 1987. Ms. Fox is a member of the AICPA and the New Jersey Society of
C.P.A.s. She received a B.S. in Accounting and Finance for Fairfield
University.
JWH and its principals and affiliates may, from time to time, trade commodity
interest contracts for their own proprietary accounts. Such trades may or may
not be in accordance with the JWH trading systems described below.
The JWH Trading Approach
JWH specializes in managing institutional and individual capital in the
global futures, interest rate and foreign exchange markets. Since 1981, JWH has
developed and implemented proprietary trend-following trading techniques that
focus on long-term trends rather than short-term, day-to-day trends. Each JWH
trading system is a technical trend-following system.
TRADING TECHNIQUES
The quantitative models of JWH are guided by a set of mathematical formulas
that provide signals for trading decisions integrated within a disciplined
money-management framework. JWH investment techniques focus on long-term trends
rather than day-to-day price fluctuations. Positions held for two to four
months are not unusual, and positions have been held for more than one year.
Historically, only thirty to forty percent of all trades made pursuant to the
trading methods have been profitable. Large profits on a few trades in
positions that typically exist for several months have produced favorable
overall results. Generally, the majority of losing positions have been
liquidated within weeks. The greatest cumulative percentage decline in daily
net asset value JWH has experienced in any single program was nearly sixty
percent. Investors should understand that similar or greater drawdowns are
possible in the future.
JWH at its sole discretion may override computer-generated trading signals,
and may at times use discretion in the application of its quantitative models
which may affect performance positively or negatively. Subjective aspects of
JWH's trading methods also include the determination of portfolio leverage,
commencement of trading in an account, contracts traded, contract month
selection, margin utilization, markets traded, and effective trade execution.
PROGRAM MODIFICATIONS
In an effort to maintain and improve performance, JWH has engaged, and
continues to engage in an extensive program of research. While the basic
parameters underlying the firm's trading approach have
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remained intact throughout its history, the potential benefits of employing
more than one trading parameter alternatively, or in varying combinations, is
a subject of continual testing, review and evaluation. Extensive research and
analysis may suggest substitution of alternative parameters with respect to
particular contracts in light of relative differences in historical trading
performance achieved through testing different parameters. In addition, risk
management research and analysis may suggest modifications regarding the
relative weighting among various contracts, the addition or deletion of
particular contracts for a program or a change in the degree of leverage
employed.
As capital in each JWH program increases, additional emphasis and weighting
may be placed on certain markets which have historically demonstrated the
greatest liquidity and profitability. Furthermore, the weighting of capital
committed to various markets in the trading programs is dynamic, and JWH may
vary the weighting at its discretion as market conditions, liquidity, position
limit considerations and other factors warrant. Investors will not be informed
of the changes.
LEVERAGE
Leverage adjustments have been and continue to be an integral part of JWH's
investment strategy. At its discretion, JWH may adjust leverage in certain
markets or entire programs. Leverage adjustments may be made at certain times
for some programs but not for others. Factors which may affect the decision to
adjust leverage include: ongoing research, program volatility, current market
volatility, risk exposure, and subjective judgement and evaluation of these
and other general market conditions. Such decisions to change leverage may
positively or negatively affect performance, and will alter risk exposure for
an account. Leverage adjustments may lead to greater profits and losses, more
frequent and larger margin calls, and greater brokerage expense. No assurance
is given that such leverage adjustments will be to the financial advantage of
JWH clients. JWH reserves the right, in its sole discretion, to adjust its
leverage policy without notification to investors.
ADDITION, REDEMPTION AND REALLOCATION OF CAPITAL FOR COMMODITY POOL OR FUND
ACCOUNTS
JWH has developed procedures for investing fund accounts that provide for
the addition, redemption and/or reallocation of capital. Investors who
purchase or redeem units in a fund are most frequently permitted to do so at a
price equal to the net asset value per unit on the close of business on the
last business day of the month or quarter. In addition, funds may reallocate
capital among advisors at the close of business on the last business day of
the month. In order to provide market exposure commensurate with equity in the
account on the date of these transactions JWH's practice is to adjust
positions at a time as close at possible to the close of business on the last
trading date of the month. The intention is to provide for additions,
redemptions and reallocations at a net asset value per unit that will be the
same for each of these transactions and to eliminate possible variation in net
asset value per unit that could occur as a result of inter-day price changes
when additions are calculated on the first day of the subsequent month.
Therefore JWH may, in its sole discretion, adust its investing of the assets
associated with the addition, redemption and reallocation of capital at a time
as close as possible to the close of business on the last business day of the
month to reflect the amount then available for trading. Based on JWH's
determination of liquidity or other market conditions, JWH may decide to
commence trading earlier in the day on, or before, the last business day of
the month. In the case of an addition to a fund account, JWH may also, in its
sole discretion, delay the actual start of trading for those new assets. No
assurance is given that JWH will be able to achieve the objectives described
above in connection with funding level changes. The use of discretion by JWH
in the application of this procedure may affect performance positively or
negatively.
The JWH programs often make trades in markets that have lower trading volume
and are less liquid, such as the markets for coffee, cotton and certain
currencies. JWH operates each JWH program as a completely separate and
independent program.
The assets of Spectrum Technical allocated to JWH are traded pursuant to its
Original Investment Program and Financial and Metals Portfolio.
The Original Investment Program. The Original Investment Program began
trading proprietary funds in June 1981 and managing client accounts in October
1982. The Original Investment Program uses long-term quantitative models in
that it maintains a position, either long or short, at all times in all of the
commodities in which the program participates. The Original Investment Program
considers volatility, duration of trend and mathematical relationships based
on the dollar value of each contract and is designed to generate buy and sell
signals with an emphasis on long-term trends.
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From 1981 through June 1992, the Original Investment Program maintained a
relatively static portfolio and market sector weighting profile. The portfolio
was structured to best utilize the liquidity, volatility, and diversity of
markets as they existed at that time. However, the futures markets have
evolved much in the last ten years such that the markets and their
characteristics are much different than those in 1981. Global markets have
emerged, while some of the more traditional products have become less liquid
and less viable for trading large positions. Accordingly, extensive research
analysis was performed by JWH during the first half of 1992 on all markets
that are available for trading in the Original Investment Program. As part of
the research initiative, each market currently traded or now available to
trade was analyzed for liquidity, volatility, profitability and correlation
characteristics. A market was included in the new portfolio if it proved to be
profitable over time and currently affords sufficient liquidity. A weighing
for each market was determined based on price volatility, correlation to other
markets, performance contract size, risk and other considerations. Based on
these results, certain changes described below were instituted effective July
1, 1992 to all Original Investment Program accounts. Lumber, heating oil,
cocoa, S&P 500 Index, wheat and hogs no longer are traded as part of the
Original Investment Program. Eurodollars, silver, crude oil, bean oil, London
cocoa, Australian All Ordinaries Stock Index, Nikkei Stock Index, German bonds
and Japanese bonds have been added as markets to be traded as part of the
Original Investment Program.
The new portfolio now includes a significant increase in positions in
financial markets, largely as a result of new products developed over the last
ten years. In addition, the currencies, stock indexes and interest rate
markets now receive a greater weighing, while the size of positions in the
soft commodities and grain markets have been reduced. The weighing of the
metals and energy classes are relatively unchanged, although their components
have been changed. The meats have been eliminated altogether. The Original
Investment Program follows and trades approximately 20 to 25 commodities.
The Financial and Metals Portfolio. Researched throughout 1983 by JWH, a
systematic forecasting method was first traded in a format using solely
financial futures in August of 1984. That program, the Financial and Metals
Portfolio, participates in four major market sectors--currencies, metals,
interest rates and stock indexes--and initiates trades according to trend-
emergence and computerized determination of relative risk. While still
maintaining a long-term perspective, the Financial and Metals Portfolio
attempts to take better advantage of the intermediate trends available in the
global financially oriented markets of the 1990's. The Financial and Metals
Portfolio may take long, short or neutral positions in approximately 39
markets within the four groups traded, may use stop orders and commits 10%-30%
of equity to margin on open positions. Because assets are concentrated in
financial futures and metals only, volatility can be higher than in a more
diversified portfolio.
OTHER JWH PROGRAMS
In addition to the Original Investment Program and the Financial and Metals
Portfolio, JWH currently operates nine different programs for U.S. and foreign
investors, none of which are utilized by JWH for the Partnership. Each program
is operated separately and independently. With the exception of InterRate(TM),
these programs are intermediate and long-term, quantitative, trend-analysis
models designed to achieve speculative rates of return.
The KT Diversified Program, which began trading in 1983 and closed in
February 1994, participated in 8 market sectors and traded 19-24 commodities
only on U.S. exchanges. The Global Diversified Program, which began trading in
1988, expanded the KT Diversified program to include forward contracts and a
wide range of futures contracts traded on foreign exchanges. The International
Foreign Exchange Program, begun in 1986, concentrates exclusively on trading
10 to 15 foreign currencies in outright and cross-rate positions, primarily
through forward contracts. Portfolios are dynamic and include from time to
time various matrices of futures positions. InterRate(TM), which commenced
trading in November 1987, uses a portfolio of foreign currency contracts that
seeks to capture interest rate differentials between countries. This program
utilizes leverage that is significantly lower than other JWH programs,
reducing the risk as it seeks to generate returns significantly enhanced over
the rates of prevailing 90-day U.S. government securities. The World Financial
Perspective, which began trading in 1986, involves trading the financial and
energy sector markets from the perspective of the Japanese yen, German mark,
Swiss franc, British pound, Australian dollar, French franc, Canadian dollar
and the U.S. dollar. This pricing of key global markets in terms of foreign
currencies provides a level of diversification not generally found in a
futures portfolio. In February 1991, JWH began trading a portfolio in which
the same trading techniques utilized in the International Foreign Exchange
Program are primarily
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applied to the currencies of the major industrial nations known as the Group of
Seven, and Switzerland. These currencies are among the most liquid, actively
traded currencies in the world. The G-7 Currency Portfolio makes use of both
outright positions and cross-rate positions. Positions are primarily taken in
the Interbank market and, from time to time, on futures exchanges. The Yen
Financial Portfolio began trading in August 1991 and uses the same quantitative
models as the Financial and the Metals Portfolio. The Yen Financial Portfolio
concentrates trading specifically in the Japanese financial markets trading
only the Japanese yen, the 10-year Japanese Government Bond, Euroyen and Nikkei
225 stock index. The International Currency and Bond Portfolio, begun in
January 1993, combines the techniques employed in the G-7 Currency Portfolio
and the global bond sector of the Financial and Metals Portfolio to make a
combined portfolio of currencies and international long-term bonds. The Global
Financial Portfolio, which began trading client capital in June 1994, utilizes
the same long-term, trend-following reversal approach of JWH's first portfolio,
the Original Investment Program. The portfolio is comprised of diverse
financial markets including select global currencies, interest rates and stock
indexes, as well as energy. The Dollar Program began trading proprietary
capital in June 1994. This program is designed to capitalized on price
movements in the U.S. dollar utilizing an intermediate-term quantitative trend
analysis model, and takes outright positions in the Japanese yen, German mark,
Swiss franc, and British pound versus the U.S. dollar. The Delevered Yen
Financial and Metals Profile was opened at the request of a client in October
1995. It is not open to new investment except at the sole discretion of JWH.
This program seeks to capitalize on sustained moves in global financial markets
utilizing intermediate-term and long-term quantitative trend analysis models,
some of which attempt to employ neutral stances during periods of nontrending
markets. This portfolio is traded at approximately one-half of the leverage of
the traditional Financial and Metals Portfolio and is traded from the
perspective of the Japanese yen. The Worldwide Bond Program began trading
proprietary capital in 1994. This program invests in the long-term portion of
global interest rate markets. Although this program concentrates on one sector,
diversification is achieved by trading the interest rate instruments of
numerous countries. This program utilizes the proprietary quantitative models
developed by JWH, but with a moderate level of leverage as compared with
programs that participate in multiple market sectors.
Past Performance of JWH
JWH and its principals have established a performance history in the client
accounts for which they have acted as a commodity trading advisor. The assets
of Spectrum Technical allocated to JWH are allocated only to its Original
Investment Program and the Financial and Metals Portfolio as described above.
INVESTORS ARE CAUTIONED THAT THE INFORMATION SET FORTH IN THE FOLLOWING
CAPSULE PERFORMANCE SUMMARIES ARE NOT INDICATIVE OF, AND MAY HAVE NO BEARING
ON, ANY TRADING RESULTS WHICH MAY BE ATTAINED BY JWH OR SPECTRUM TECHNICAL IN
THE FUTURE, SINCE PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS AND OTHER
TRADING MANAGERS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP. THERE CAN BE NO
ASSURANCE THAT JWH OR SUCH 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 INTERESTS TRADING.
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JOHN W. HENRY & CO., INC.
FINANCIAL AND METALS PORTFOLIO
The following reflects the composite performance information of John W. Henry
& Co., Inc.'s Financial and Metals Portfolio which trades a portion of the
assets of Spectrum Technical.
Name of CTA: John W. Henry & Co., Inc.
Name of program: Financial and Metals Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: October 1984
Number of open accounts: 88
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $893.1 million
Worst monthly drawdown: (18.0)%--(1/92)
Worst month-end peak-to-valley drawdown: (39.5)%--
(12/91-5/92)
1996 year-to-date return (1 month): 6.0%
1995 annual return: 38.5%
1994 annual return: (5.3)%
1993 annual return: 46.8%
1992 annual return: (10.9)%
1991 annual return: 61.9%
JOHN W. HENRY & CO., INC.
ORIGINAL INVESTMENT PROGRAM
The following reflects the composite performance information of John W. Henry
& Co., Inc.'s Original Investment Program which trades a portion of the assets
of Spectrum Technical.
Name of CTA: John W. Henry & Co., Inc.
Name of program: Original Investment Program
Inception of client trading by CTA: October 1982
Inception of client trading in program: October 1982
Number of open accounts: 17
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $97.9 million
Worst monthly drawdown: (14.1)%--(10/94)
Worst month-end peak-to-valley drawdown: (26.2)%--(6/94-
10/94)
1996 year-to-date return (1 month): 5.3%
1995 annual return: 53.2%
1994 annual return: (5.7)%
1993 annual return: 40.6%
1992 annual return: 10.9%
1991 annual return: 5.4%
*Please see additional notes for the Financial and Metals Portfolio.
*Please see additional notes for the Original Investment Program.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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SUMMARY OF OTHER PROGRAMS TRADED BY JOHN W. HENRY & CO., INC.
The following summary performance information reflects the composite
performance results of other programs traded by John W. Henry & Co., Inc.
Name of CTA: John W. Henry & Co., Inc.
Name of program: Global Diversified Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: June 1988
Number of open accounts: 22
Aggregate assets overall: $1.3 billion
Aggregate assets in program (excluding notional equity): $113.5 million
Aggregate assets in program (including notional equity): $136.9 million
Worst monthly drawdown: (16.8)%--(7/91)
Worst month-end peak-to-valley drawdown: (29.1)%--(12/91-5/92)
1996 year-to-date return (1 month): (1.3)%
1995 annual return: 19.6%*
1994 annual return: 10.1%
1993 annual return: 59.8%
1992 annual return: (12.6)%
1991 annual return: 40.4%
*Please see additional note for the Global Diversified Program.
Name of CTA: John W. Henry & Co., Inc.
Name of program: The World Financial Perspective
Inception of client trading by CTA: October 1982
Inception of client trading in program: April 1987
Number of open accounts: 5
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $15.0 million
Worst monthly drawdown: (21.6)%--(1/92)
Worst month-end peak-to-valley drawdown: (41.1)%--(9/90-10/92)
1996 year-to-date return (1 month): 7.4%
1995 annual return: 32.2%
1994 annual return: (15.2)%
1993 annual return: 13.7%
1992 annual return: (23.2)%
1991 annual return: 14.6%
Name of CTA: John W. Henry & Co., Inc.
Name of program: Delivered Yen Denominated Financial and Metals
Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: October 1995
Number of open accounts: 1
Aggregate assets overall: $1.3 billion
Aggregate assets in program: (Yen)573 million
Worst monthly drawdown*: (0.6)%--(12/95)
Worst month-end peak-to-valley drawdown*: (0.6)%--(11/95-12/95)
1996 year-to-date return (1 months): 2.6%
1995 period return (3 months):--0.2%
Name of CTA: John W. Henry & Co., Inc.
Name of program: Yen Financial Portfolio
Inception of client trading by CTA: October 1982
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Inception of client trading in program: August 1991
Number of open accounts: 10
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $53 million
Worst monthly drawdown for any single account: (14.4)%--(2/92)
Worst month-end peak-to-valley drawdown: (19.9)%--(11/93-9/94)
ACCOUNT 1
The account below commenced trading on January 14, 1992 and as of January 31,
1996 was profitable. Assets under management are $7,731,185 as of January 31,
1996. The largest drawdown since inception was (17.5)% from January 1992
through February 1992. The largest monthly drawdown was (14.4)% in February
1992.
1996 year-to-date return (1 month): 0.1%
1995 annual return: 20.6%
1994 annual return: (13.0)%
1993 annual return: 76.4%
1992 annual return: 20.08%
ACCOUNT 2
The account below commenced trading on April 1, 1992 and closed profitably in
September 1993. The largest drawdown since inception was (11.7)% from April
1992 through May 1992. The largest monthly drawdown was (11.7)% in May 1992.
1993 period return (9 months): 62.6%
1992 period return (9 months): 27.0%
ACCOUNT 3
The account below commenced trading on February 10, 1992 and closed
profitably in December 1992. The largest drawdown since inception was (11.5)%
from February 1992 through February 1992. The largest monthly drawdown was
(11.5)% in February 1992.
1992 period return (11 months): 32.7%
ACCOUNT 4
The account below commenced trading on March 21, 1994 and closed unprofitably
in December 1994. The largest drawdown since inception was (10.5)% from April
1994 through December 1994. The largest monthly drawdown was (5.4)% in May
1994.
1994 period return (10 months): (7.4)%
ACCOUNT 5
The account below commenced trading on November 5, 1993 and closed profitably
in August 1995. The largest drawdown since inception was (18.8)% from April
1995 through August 1995. The largest monthly drawdown was (9.0)% in August
1995.
1995 period return (8 months): 20.0%
1994 annual return: (13.4)%
1993 period return (2 months): 5.2%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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ACCOUNT 6
The account below commenced trading on November 10, 1993 and closed
profitably in January 1995. The largest drawdown since inception was (16.5)%
from April 1995 through January 1995. The largest monthly drawdown was (6.3)%
in May 1994.
1995 period return (1 month): (0.7)%
1994 annual return: (15.05)%
1993 period return (2 months): 4.8%
ACCOUNT 7
The account below commenced trading on December 31, 1992 and as of January
31, 1996 was profitable. Assets under management are $1,601,004 as of January
31, 1996. The largest drawdown since inception was (15.8)% from December 1995
through January 1995. The largest monthly drawdown was (4.9)% in July 1995.
1996 period return (1 month): 2.2%
1995 annual return: 31.4%
1994 annual return: (14.1)%
1993 annual return: 69.2%
1992 period return (1 month): (.14)%
ACCOUNT 8
The account below commenced trading on January 4, 1993 and as of January 31,
1996 was profitable. Assets under management are $3,712,976 as of January 31,
1996. The largest monthly drawdown since inception was (14.0)% from April 1995
through October 1995. The largest monthly drawdown was (6.9)% in July 1995.
1996 period return (1 month): 1.2%
1995 annual return: 21.0%
1994 annual return: (8.8)%
1993 annual return: 76.3%
ACCOUNT 9
The account below commenced trading on January 4, 1993 and closed profitably
in December 1995. The largest monthly drawdown since inception was (15.8)% from
April 1995 through December 1995. The largest monthly drawdown was (6.2)% in
June 1995.
1995 annual return: 10.9%
1994 annual return: (4.1)%
1993 annual return: 43.6%
ACCOUNT 10
The account below commenced trading on April 2, 1993 and closed profitably in
September 1994. The largest drawdown since inception was (19.9)% from November
1993 through September 1994. The largest monthly drawdown was (5.8)% in May
1994.
1994 period return (9 months) (19.0)%
1995 period return (9 months): 25.3%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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ACCOUNT 11
The account below commenced trading on January 6, 1994 and closed
unprofitably in August 1994. The largest drawdown since inception was (11.0)%
from April 1994 through August 1994. The largest monthly drawdown was (5.5)% in
May 1994.
1994 period return (8 months): (6.7)%
ACCOUNT 12
The account below commenced trading on December 28, 1992 and closed
profitably on January 31, 1996. The largest drawdown since inception was
(12.4)% from April 1995 through October 1995. The largest monthly drawdown was
(6.0)% in July 1995.
1996 period return (1 month): .3%
1995 annual return: 26.6%
1994 annual return: (5.1)%
1993 annual return: 73.9%
1992 annual return: (1.0)%
ACCOUNT 13
The account below commenced trading on March 11, 1994 and as of January 31,
1996 was profitable. Assets under management are $1,058,191 as of January 31,
1996. The largest drawdown since inception was (15.0)% from April 1995 through
October 1995. The largest monthly drawdown was (6.2)% in July 1995.
1996 annual return (1 month): .3%
1995 annual return: 15.5%
1994 period return (10 months): (10.1)%
ACCOUNT 14
The account below commenced trading on January 18, 1994 and as of January 31,
1996 was profitable. Assets under management are $1,231,301 as of January 31,
1996. The largest drawdown since inception was (15.1)% from April 1994 through
January 1995. The largest monthly drawdown was (6.0)% in July 1995.
1995 annual period return (1 month): 0.6%
1994 annual return: 22.4%
1993 annual return: (7.5)%
ACCOUNT 15
The account below commenced trading on December 1, 1994 and as of January 31,
1996 was profitable. Assets under management are $6,322,540 as of January 31,
1996. The largest drawdown since inception was (16.0)% from April 1995 through
October 1995. The largest monthly drawdown was (6.6)% in July 1995.
1996 period return (1 month): 0.1%
1995 annual return: 18.3%
1994 period return (1 month): 0.2%
ACCOUNT 16
The account below commenced trading on June 1, 1994 and closed unprofitably
in December 1994. The largest drawdown since inception was (10.4)% from June
1994 throughout November 1994. The largest monthly drawdown was (5.1)% in July
1994.
1994 period return (7 months): (7.9)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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ACCOUNT 17
The account below commenced trading on June 3, 1994 and as of January 31,
1996 was profitable. Assets under management are $24,561,651 as of January 31,
1996. The largest drawdown since inception was (12.0)% from April 1995 through
October 1995. The largest monthly drawdown was (6.5)% in July 1995.
1996 period return (1 month): 0.6%
1995 annual return: 24.2%
1994 period return (6 months): (1.6)%
ACCOUNT 18
The account below commenced trading on June 15, 1994 and closed profitably in
March 1995. The largest drawdown since inception was (9.9)% from June 1994
through January 1995. The largest monthly drawdown was (3.6)% in July 1994.
1995 period return (3 months): 4.12%
1994 period return (6 months): (6.62)%
ACCOUNT 19
The account below commenced trading on August 31, 1994 and as of January 31,
1996 was profitable. Assets under management are $3,504,756 as of January 31,
1996. The largest drawdown since inception was (17.1)% from April 1995 through
October 1995. The largest monthly drawdown was (7.1)% in July 1995.
1996 period return (1 month): (0.4)%
1995 annual return: 21.1%
1994 period return (5 months): (4.3)%
ACCOUNT 20
The account below commenced trading on April 4, 1994 and closed unprofitably
in September 1994. The largest drawdown since inception was (7.0)% from April
1994 through September 1994. The largest monthly drawdown was (4.7)% in May
1994.
1994 period return (6 months): (4.6)%
ACCOUNT 21
The account below commenced trading on March 1, 1994 and closed unprofitably
in September 1994. The largest drawdown since inception as (11.0)% from April
1994 through September 1994. The largest monthly drawdown was (6.3)% in May
1994.
1994 period return (7 months): (9.8)%
ACCOUNT 22
The account below commenced trading on April 4, 1994 and closed unprofitably
in September 1994. The largest drawdown since inception was (12.9)% from April
1994 through September 1994. The largest monthly drawdown was (9.1)% in May
1994.
1994 period return (6 months): (9.8)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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ACCOUNT 23
The account below commenced trading on January 5, 1995 and as of January 31,
1996 was profitable. Assets under management are $2,022,583 as of January 31,
1996. The largest drawdown since inception was (18.3)% from April 1995 through
October 1995. The largest monthly drawdown was (7.5)% in July 1995.
1996 period return (1 month): (0.2)%
1995 annual return: 13.2%
ACCOUNT 24
The account below commenced trading on April 2, 1993 and closed profitably in
December 1994. The largest drawdown since inception as (17.9)% from November
1993 through December 1994. The largest monthly drawdown was (6.1)% in May
1994.
1994 annual return: (16.6)%
1995 period return (9 months): 26.5%
ACCOUNT 25
The account below commenced trading on September 10, 1993 and closed
unprofitably in December 1994. The largest drawdown since inception was (14.1)%
from April 1994 through December 1994. The largest monthly drawdown was (6.0)%
in May 1994.
1994 annual return: (12.4)%
1993 period return (4 months): 3.2%
ACCOUNT 26
The yen denominated account below commenced trading on March 31, 1994 and as
of January 31, 1996 was profitable. Assets under management are
(Yen)196,159,238 as of January 31, 1996. The largest drawdown since inception
was (12.8)% from March 1994 through January 1995. The largest monthly drawdown
was (4.6)% in May 1995.
1996 period return (1 month): 3.6%
1995 annual return: 28.1%
1994 period return (10 months): (11.2)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Name of CTA: John W. Henry & Co., Inc.
Name of program: International Foreign Exchange Program
Inception of client trading by CTA: October 1982
Inception of client trading in program: August 1986
Number of open accounts: 8
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $83.3 million
Worst monthly drawdown: (12.0)%--(1/92)
Worst month-end peak-to-valley drawdown: (24.1)%--(12/91-4/92)
1996 year-to-date return (1 month): 2.3%
1995 annual return: (16.9)%
1994 annual return: (6.3)%
1993 annual return: (4.5)%
1992 annual return: 4.5%
1991 annual return: 38.7%
Name of CTA: John W. Henry & Co., Inc.
Name of program: G-7 Currency Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: February 1991
Number of open accounts: 10
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $89.6 million
Worst monthly drawdown*: (10.7)%--(1/92)
Worst month-end peak-to-valley drawdown: (19.5%)%--(7/93-1/95)
1996 year-to-date return (1 month): 2.9%
1995 annual return: 32.2%
1994 annual return: (4.9)%
1993 annual return: (6.3)%
1992 annual return: 14.6%
1991 annual return: 48.5%
Please see additional note for the G-7 Currency Portfolio.
Name of CTA: John W. Henry & Co., Inc.
Name of program: InterRate(TM)
Inception of client trading by CTA: October 1982
Inception of client trading in program: December 1988
Number of open accounts: 1
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $17.0 million
Worst monthly drawdown: (9.7)%--(9/92)
Worst month-end peak-to-valley drawdown: (17.8)%--(8/92-2/94)
1996 year-to-date return (1 month): 1.92%
1995 annual return: 5.2%
1994 annual return: 3.4%
1993 annual return: (5.4)%
1992 annual return: (0.7)%
1991 annual return: 8.7%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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Name of CTA: John W. Henry & Co., Inc.
Name of program: International Currency and Bond Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: January 1993
Number of open accounts: 1
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $2.1 million
Worst monthly drawdown: (6.7)%--(7/94)
Worst month-end peak-to-valley drawdown: (20.1)%--(6/94-1/95)
1996 year-to-date return (1 month): 3.6%*
1995 annual return: 36.5%*
1994 annual return: (2.3)%
1993 annual return: 14.8%
*Please see additional note for the International Currency and Bond
Portfolio.
Name of CTA: John W. Henry & Co., Inc.
Name of program: Global Financial Portfolio
Inception of client trading by CTA: October 1982
Inception of client trading in program: June 1994
Number of open accounts: 3
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $14.3 million
Worst monthly drawdown: (17.4)%--(11/94)
Worst month-end peak-to-valley drawdown: (46.0)%--(6/94-1/95)
1996 year-to-date return (1 month): 4.8%*
1995 annual return: 86.2%*
1994 annual return: (37.7)%
*Please see additional notes for the Global Financial Portfolio.
Name of CTA: John W. Henry & Co., Inc.
Name of program: KT Diversified Program
Inception of client trading by CTA: October 1982
Inception of client trading in program: January 1984
Number of open accounts: 0 (Closed 2/94)
Aggregate assets overall: $1.3 billion
Aggregate assets in program: $0 (Closed 2/94)
Worst monthly drawdown: (19.2)%--(7/91)
Worst month-end peak-to-valley drawdown: (46.8)%--(9/90-3/92)
1994 period return (2 months): (14.0)%
1993 annual return: 20.6%
1992 annual return: (11.9)%
1991 annual return: (2.1)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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JWH INVESTMENTS, INC.
JWH Investments, Inc. (JWHII), an affiliate of John W. Henry & Co., Inc., is
an RIA established to manage accounts for certain pension plans and other
institutional investors. JWHII is registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940. JWHII is also registered
as a CTA with the CFTC and is a member of the NFA in such capacity. JWHII,
originally established as JWH Investment Advisory Services, Inc., changed its
name in February 1995. JWHII currently manages no accounts.
Name of CTA: JWH Investments, Inc.
Name of program: Financial and Metals Portfolio
Inception of client trading by CTA: September 1991
Inception of trading in program: September 1991
Number of open accounts: 0
Aggregate assets overall: $0
Aggregate assets in program: $0
Worst monthly drawdown: (16.6)%--(1/92)
Worst month-end peak-to-valley drawdown: (34.4)%--
(12/91-5/92)
1995 annual return: 30.3%
1994 annual return: (0.8)%
1993 annual return: 46.1%
1992 annual return: (4.0)%
1991 period return (4 months): 58.5%
Name of CTA: JWH Investments, Inc.
Name of program: InterRate(TM)
Inception of client trading by CTA: September 1991
Inception of trading in program: February 1992
Number of open accounts: 0
Aggregate assets overall: $0
Aggregate assets in program: $0
Worst monthly drawdown: (9.3)%--(2/92)
Worst month-end peak-to-valley drawdown: (17.3)%--(8/92-
10/93)
1993 period return (11 months): (9.92)%
1992 period return (11 months): 2.77%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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JOHN W. HENRY & CO., INC.
FOOTNOTES TO ALL JWH AND JWHII PERFORMANCE TABLES
An investor should note that in a presentation of past performance data
different accounts, even though traded according to the same investment
program, can have varying investment results. The reasons for this include
numerous material differences among accounts including, but not limited to: a)
the period during which accounts are active; b) the investment program used
(although all accounts may be traded in accordance with the same approach, such
approach may be modified periodically as a result of ongoing research and
development by JWH); c) leverage employed; d) the size of the account, which
can influence the size of positions taken and restrict the account from
participating in all markets available to an investment program; e) the amount
of interest income earned by an account which will depend on the portion of an
account invested in interest-bearing obligations such as U.S. Treasury bills;
f) the amount of management and incentive fees paid to an investment manager
and the amount of brokerage commissions paid; g) the timing of orders to open
or close positions; h) the market conditions, which in part determine the
quality of trade executions; i) trading instructions/restrictions of the client
and j) procedures governing timing for the commencement of trading and means of
moving towards full portfolio commitment of new accounts.
During the periods covered by the JWH performance records, and particularly
since 1989, JWH increased and decreased leverage in certain markets and entire
training programs, and also altered the composition of the markets and
contracts that it traded for certain programs. In general, before 1993 JWH
programs used greater leverage than they currently do. In addition, the
subjective aspects listed under the "Trading Techniques" section on page 100
have been utilized more often in recent years and therefore may have had a more
pronounced effect on performance results during recent periods. In reviewing
the JWH performance records, prospective investors should bear in mind the
possible effects of these variations on the application of JWH's trading
methods and rates of return.
The composite rates of return indicated should not be taken as representative
of any rate of return actually achieved by any single account represented in
the tables. Investors are further cautioned that the data set forth in the
performance capsules is not indicative of any trading results which may be
attained by JWH in the future since past performance is not necessarily
indicative of future results. On several occasions, JWH has decreased leverage
over the last five years, in certain markets and entire programs. These actions
have reduced the volatility of certain programs when compared to the volatility
prior to the decrease in leverage. While historical returns represent actual
performance achieved, investors should be aware that the degree of leverage
currently utilized may be significantly different from that used during
previous time periods.
Prior to December 1991 for JWH and July 1992 for JWHII, performance capsules
are presented on a cash basis except as otherwise stated in the footnotes to
the tables. The recording of items on a cash basis should not, for most months,
be materially different to presenting such rates of return on an accrual basis.
Any differences in the monthly rates of return between the two methods would be
immaterial to the overall performance presented.
Beginning with the change to the accrual basis of accounting for incentive
fees in December 1991 for JWH and July 1992 for JWHII, the net effect to
monthly net performance and the rate of return in the performance capsules of
continuing to record interest income, management fees, commissions and other
expenses on a cash basis is materially equivalent to the full accrual basis.
"Aggregate Assets Overall" is the aggregate amount of actual assets under the
management of JWH in all programs operated by JWH, as of the end of the period
covered by the performance summary. These numbers
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also include proprietary funds; however, these accounts earn interest, are
traded, and are charged the same fees identical to client accounts, and the
proprietary funds are not material in terms of the overall assets managed by
JWH.
"Aggregate Assets in Program" is the aggregate amount of actual assets under
the management of JWH in the program shown. These numbers also include
proprietary funds (as described in the additional footnotes); however, these
accounts earn interest, are traded, and are charged the same fees identical to
client accounts, and the proprietary funds are not material in terms of the
overall assets managed by JWH. Additionally, the aggregate assets of the Global
Diversified Portfolio include notional equity; this number is shown with and
with out the notional equity for that program.
"Worst monthly drawdown" means the greatest percentage decline in month-end
net asset value due to losses sustained by the trading program during any
month, expressed as a percentage of initial month-end net asset value.
"Worst month-end peak-to-valley drawdown" means the greatest cumulative
percentage decline in monthly net asset value due to losses sustained by the
trading program 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,
expressed as a percentage of initial month-end net asset value.
Adjusted Monthly Rate of Return is calculated by dividing net performance by
the sum of beginning equity plus additions and minus withdrawals. For such
purposes, all additions and withdrawals are effectively treated as if they had
been made on the first day of the month even if, in fact, they occurred later,
unless beginning in December 1991, they are material to the performance of a
program, in which case they are time-weighted.
Annual and Year-to-Date Rates of Return are calculated by compounding the
monthly Adjusted Rates of Return over the number of periods in a given year.
For example, each month's Adjusted Rate of Return in hundredths is added to one
(1) and the result is multiplied by the previous month's compounded Adjusted
Rate of Return similarly expressed. One (1) is then subtracted from the
product. For periods of less than one year the results are Year-to-Date.
ADDITIONAL NOTES TO THE FINANCIAL AND METALS PORTFOLIO PERFORMANCE CAPSULE
In May 1991 one proprietary account began trading and in March a second
proprietary account began trading pursuant to the Financial and Metals
Portfolio. Both accounts appear in the capsule performance from their inception
until August 1995. The maximum percentage of proprietary funds during this time
was less than 0.5%. Beginning in May 1992, 35% of the assets in the Financial
and Metals Portfolio were deleveraged 50% at the request of a client. The
deleveraging materially affected the rates of return in JWH's track records.
The 1992 annual rate of return for these deleveraged accounts was (24.3)%. The
1992 annual rate of return for the Financial and Metals Portfolio Composite
Track Record was (10.9)%. If these accounts had been excluded from the
Financial and Metals Portfolio track record, the 1992 annual rate of return
would be (3.9)%. The effect of this deleveraging was eliminated in September
1992.
The Financial and Metals Composite Performance Capsule includes the
performance of several accounts that do not participate in global markets due
to their smaller account equities which do not meet the minimums established
for this program. Accounts not meeting such minimums can experience performance
materially different than the performance of an account which meets the minimum
account size. The performance of such accounts has no material effect to the
overall Financial and Metals Composite Performance Capsule.
ADDITIONAL NOTE TO THE ORIGINAL INVESTMENT PROGRAM PERFORMANCE CAPSULE
In November 1994, one proprietary account commenced trading pursuant to an
investment in a fund. This proprietary account is traded in exactly the same
manner that client funds would be traded, and is subject to all of the same
fees and expenses that would be charged to a client investment in the fund;
therefore there is no material impact on the rates of return presented.
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ADDITIONAL NOTE TO THE GLOBAL DIVERSIFIED PORTFOLIO PERFORMANCE CAPSULE
The Global Diversified Portfolio began in June 1988. From July 1995 through
December 1995 one proprietary account was trading pursuant to an investment in
a fund. The proprietary account is traded in exactly the same manner that
client funds would be traded, and is subject to all of the same fees and
expenses that would be charged a to client investment in the fund; therefore
there is no material impact on the rates of return presented.
ADDITIONAL NOTE TO THE G-7 CURRENCY PORTFOLIO PERFORMANCE CAPSULE
G-7 Currency Portfolio began trading client capital in February 1991. From
July 1995 through December 1995 one proprietary account was trading pursuant to
an investment in a fund. This proprietary account was traded in exactly the
same manner that client funds would be traded, and was subject to all of the
same fees and expenses that would be charged to a client investment in the
fund; therefore there is no material impact on the rates of return presented.
ADDITIONAL NOTE TO THE INTERNATIONAL CURRENCY & BOND PORTFOLIO PERFORMANCE
CAPSULE
The International Currency and Bond Portfolio began trading client capital in
January 1993. In October 1995, one proprietary account commenced trading
pursuant to an investment in a fund. This proprietary account is traded in
exactly the same manner that client funds would be traded, and is subject to
all of the same fees and expenses that would be charged to a client investment
in the fund; therefore there is no material impact on the rates of return
presented.
ADDITIONAL NOTES TO THE GLOBAL FINANCIAL PORTFOLIO PERFORMANCE CAPSULE
In July 1995, one proprietary account commenced trading pursuant to an
investment in a fund. This proprietary account is traded in exactly the same
manner that client funds would be traded, and is subject to all of the same
fees and expenses that would be charged to a client investment in the fund;
therefore there is no material impact on the rates of return presented. Since
the inception of the Global Financial Portfolio, the timing of individual
account openings has had a material impact on compound rates of return. Based
on the account startup methodology used by JWH, the performance of individual
accounts composing the Global Financial Portfolio composite performance summary
has varied. In 1994, the two accounts that were open generated separate rates
of return of negative 44% and negative 17%, respectively. For the period
January 1995 through June 1995, the three open accounts achieved separate rates
of return of 101%, 75% and 67%, respectively. As of June 1995, these accounts
now maintain mature positions and are performing consistently with each other.
Due to the six month period in 1995 of varied performance, the three accounts
achieved an annual rate of return for 1995 of 122%, 92% and 78% respectively.
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ADDITIONAL FOOTNOTE TO THE GLOBAL DIVERSIFIED PORTFOLIO AND THE JWHII
INTERRATE (TM) COMPOSITE PERFORMANCE CAPSULES (THE "CAPSULES")
The levels of Actual Funds in the accounts that make up the Capsules
currently require additional disclosure. Actual Funds are the amount of margin-
qualifying assets on deposit. Nominal Account Size is a dollar amount that
clients have agreed in writing will determine the level of trading in an
account regardless of the amount of Actual Funds. Notional Funds are the amount
by which the Nominal Account Size exceeds the amount of Actual Funds. The level
of notional funds in the accounts that compose the Capsules currently exceed
the 10% disclosure limit of Notional Funds established by the CFTC.
The Capsules reflect the adoption of a method of presenting rate-of-return
and performance disclosure authorized by the CFTC, referred to as the "Fully
Funded Subset" method, pursuant to an Advisory published by the CFTC. This
method permits notional and fully funded accounts to be included in a single
performance record.
To qualify for use of the Fully Funded Subset method, the Advisory requires
that certain computations be made in order to arrive at the Fully Funded Subset
and that the accounts for which performance is so reported meet two tests which
are designed to provide assurance that the Fully Funded Subset method and the
resultant Adjusted Monthly Rates of Return are representative of the programs.
These computations have been performed since January 1, 1992 for JWH and the
inception of JWHII InterRate (TM). They were designed to provide assurance that
performance presented in the Capsules and calculated on a Fully Funded basis
would be representative of such performance calculated on a basis which
includes notional equity in beginning equity. The Adjusted Rate of Return in
the Capsules is calculated by dividing net performance by the sum of beginning
equity plus additions minus withdrawals. JWH and JWHII believe that this method
yields substantially the same Adjusted Monthly Rates of Returns as the Fully-
Funded Subset method were there any fully funded accounts and the Adjusted
Monthly Rates of Returns presented in the Capsules are representative of the
programs for the periods presented.
Rates of return determined on the basis of beginning equity (actual funds)
can be calculated from the adjusted rates of return presented in the Capsules
by dividing such rates of return by a fraction, the numerator of which is
beginning equity (actual funds) and the denominator of which is beginning
equity. Alternatively, these rates of return can be calculated by dividing net
performance by beginning equity (actual funds). As an example, in the Global
Diversified Portfolio for the month of August 1992, the adjusted rate of return
was 6.1 percent; an account which had 50 percent actual funds would have had an
adjusted rate of return of 12.2 percent (6.1%/50%).
ADDITIONAL NOTE TO THE YEN FINANCIAL PORTFOLIO PERFORMANCE CAPSULES
The performance of the Yen Financial Portfolio is presented on an individual
account basis due to material differences among accounts' historical
performance. Account performance has varied historically due to a number of
factors unique to this portfolio, including whether the portfolio is
denominated in dollars or yen, the extent of hedging currency conversions, the
amounts and frequency of currency conversions, and account size. Several of
these factors that have materially influenced performance depend on clients'
specific choices that effectively result in customized client portfolios.
The Yen Financial Portfolio is traded from the Japanese yen perspective.
Accounts may be opened with either U.S. dollar or Japanese yen deposits.
Accounts originally opened with U.S. dollars establish additional interbank
positions in Japanese yen in an effort to enable such accounts to generate
returns similar to returns generated by accounts with Japanese yen-denominated
balances. Over time, as profits and losses are recognized in Japanese yen-
denominated Japanese markets, accounts may hold varying levels of U.S. dollars
and Japanese yen. Additionally, the interbank positions are adjusted
periodically to reflect the actual portions of the account balances remaining
in U.S. dollars. Because performance may be affected by fluctuations in the
U.S. dollar/Japanese yen conversion rate, and investors may open accounts with
either U.S. dollar or Japanese yen deposits, performance records from the
perspective of both denominations are presented.
Accordingly, as the equity mix between U.S. dollar and Japanese yen varies,
performance from each perspective will also vary. Individual account
performance may differ from the composite performance summaries presented in
relation to the perspective of the base currency invested. Such differences
arise from exchange rate movements, percentage of account balances held in
Japanese yen, and fee arrangements.
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DEAN WITTER SPECTRUM BALANCED L. P.
Dean Witter Spectrum Balanced L.P. ("Spectrum Balanced") seeks as its
investment objective to achieve capital appreciation by allocating its assets
to a trading manager whose trading approach utilizes a comprehensive portfolio
management strategy that incorporates elements of diversification, asset
allocation and risk management and yield enhancement strategies.
The trading manager for Spectrum Balanced is RXR, Inc. A full description of
RXR, Inc., its principals and trading systems and its capsule performance
information is presented below.
RXR, INC. (CURRENT ALLOCATION 100%)
RXR, Inc. ("RXR"), a New York corporation, was organized in June, 1983. RXR's
address is Financial Centre, 695 East Main Street, Suite 102, Stamford,
Connecticut 06901. RXR has been registered as a commodity trading advisor since
July 1984 and is also a commodity pool operator and is a member of the NFA in
such capacities.
RXR is a wholly-owned subsidiary of The RXR Group Inc., a Delaware
corporation ("The RXR Group"), which acts as a holding company, also holding
all of the stock of RXR Securities Inc. ("RXR Securities") and RXR Capital
Management Inc. ("RXR Capital"). RXR Securities is registered with the CFTC as
an introducing broker and is also registered as a securities broker/dealer
under the Securities Exchange Act of 1934, as amended. RXR Securities is a
member of the NASD and of the NFA. RXR Capital is registered with the CFTC as a
commodity trading advisor and commodity pool operator and is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers' Act"). RXR is not affiliated with the General Partner or DWR or with
any other trading manager for the Partnerships.
The individual principals of RXR are as follows:
MARK ROSENBERG, 49, is the President, Chief Executive Officer and a Director
of each of RXR, RXR Capital, RXR Group and RXR Securities, the Chairman of the
Investment Policy Committee of RXR and Chief Investment Officer and Director of
Research.
Mr. Rosenberg co-founded RXR in 1983 and RXR Capital in 1985 with the goal of
establishing a money management company which would utilize futures, options
and derivatives in the development of innovative investment and risk management
programs for both institutional and fund clients.
Mr. Rosenberg serves as a member of the Board of Directors of the Futures
Industry Association ("FIA"). He is an arbitrator for the NFA and a member of
the Financial Advisory Boards of both the Chicago Mercantile Exchange ("CME")
and New York's Commodity Exchange, Inc. ("COMEX"). Mr. Rosenberg is also a
Director of the Foundation of Finance and Banking Research. Prior to forming
RXR in 1983, Mr. Rosenberg spent 14 years in the securities and futures
industry, most of those years with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and later at Prudential-Bache Securities, Inc., where he headed a
group that specialized in institutional hedging and managed futures trading
services.
RUTHERFORD R. ROMAINE, "Robb", 48, is the Director of Sales and Marketing,
Executive Vice President and a Director of RXR, RXR Capital, RXR Group and RXR
Securities. Mr. Romaine is a co-founder of RXR and fulfills his primary
responsibilities as Director of Sales and Marketing. He has been with RXR since
its founding in 1983. He also serves on the Investment Policy Committee.
Mr. Romaine is a member of the Board of Directors of the Managed Futures
Association ("MFA"). He also serves on several MFA committees including the
Statistics and Standards Committee and the Conference Committee.
Additionally, Mr. Romaine currently serves on the Nominating Committee for
the NFA and is a member of the CTA/CPO Advisory Committee of the NFA. Further,
Mr. Romaine has served as a member of the CTA/CPO Advisory Committee of the CME
and the Advisory Council of the New York Cotton Exchange. Prior to co-founding
the General Partner in 1983, Mr. Romaine spent several years as a trading
advisor and Vice President of Merrill Lynch Futures Inc. and later as a Vice
President/Investments of Prudential-Bache Securities, Inc. Mr. Romaine has been
a frequent speaker at futures industry conventions, forums and task forces
addressing a wide range of issues relating to the institutional use of
derivatives. Mr. Romaine graduated from Yale University in 1970 with a Bachelor
of Arts degree.
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PETER A. HINRICHS, 38, is the Chief Financial Officer, Treasurer and a
Director of RXR, RXR Capital, RXR Group and RXR Securities. He has been with
RXR since its founding in 1983. Mr. Hinrichs is a member of the Investment
Policy Committee and has additional responsibilities for Administration, Human
Resources and Facilities Management for the Advisor and its affiliates.
Mr. Hinrichs graduated from Curry College in 1981 with a Bachelor of Science
degree in business management. He is a member of the Board of Directors of
Fountain House Inc., a non-profit rehabilitation center for the mentally ill
and is an active fund raiser for a number of charitable organizations.
Except as set forth herein, there have never been any material
administrative, civil or criminal actions, suits or proceedings (whether on
appeal, pending or concluded) brought against RXR, RXR Capital, RXR Group, RXR
Securities, Inc. or any of their principals. On April 4, 1988, Prudential-Bache
Securities, Inc. ("Prudential-Bache") asserted a claim for arbitration before
the New York Stock Exchange against Mr. Mark Rosenberg as well as Kenneth
Stocker, James McConnon and William Weinrauch (three former principals of RXR)
("Respondents"). On August 12, 1988 Pacific Resources, Inc. ("PRI") joined the
arbitration as an additional claimant. The claims were that Respondents knew,
or should have known, that the calculation of zero coupon municipal bond prices
provided to PRI and another Prudential-Bache client in 1985 and 1986 were
inaccurate. It was alleged that losses of $28 million resulted. The prices
reported to such clients were based on a number of factors, primarily
valuations provided by Prudential Bache in conjunction with an independent
pricing service, Interactive Data Services, Inc. ("IDSI"). Respondents contend
the pricing was reasonable. Without consulting Respondents, Prudential Bache
paid settlements in 1986 to PRI and the other client, and, in 1987 sought to
recover from IDSI, which Prudential Bache alleged to be the faulty party in its
settlement agreement with PRI. After failing to obtain a significant recovery
from IDSI, Prudential Bache commenced the arbitration against Respondents.
After 2 1/2 years of hearings and production of evidence, on November 13, 1991
Prudential-Bache withdrew its claims with prejudice without the payment of any
money by any Respondent and issued a general release to each Respondent. As to
PRI's claim, on February 28, 1992 the arbitrators rendered an award, without
stating reasons, dismissing all claims against Messrs. Stocker and Weinrauch
and awarding PRI $300,000 to be paid by the two other Respondents. Given the
amount in controversy, Respondents believe that Prudential-Bache's withdrawal
and the relatively small award to PRI support Respondents' contention that they
were not guilty of any wrongdoing.
RXR, its principals and its employees, may, from time to time, trade futures
interests for their own accounts. Such trades may or may not be in accordance
with the RXR trading approach described below.
The Balanced Portfolio Program
CONCEPT
The Balanced Portfolio Program is a portfolio management strategy designed to
produce consistent performance over a wide range of economic, political and
environmental conditions. It incorporates elements of several of RXR's
proprietary trading strategies including the Diversified Trading Program,
Dynamic Portfolio Management and RXR's asset allocation model. The Balanced
Portfolio Program is generally structured with two components. One component is
comprised of fixed income securities (usually United States Treasury
securities). The other component, which is actively managed by RXR, is
comprised of futures, forwards and option contracts representing U.S. stocks
and bonds, diversified global and tangible assets, and short-term interest rate
instruments, described below. The Partnership has elected only the actively
managed component of the Balanced Portfolio Program. In addition, the
Partnership has instructed RXR to trade the Partnership's account at twice the
leverage it would normally apply in managing the actively managed component of
a Balanced Portfolio Program account.
THEORY
The concept of the Balanced Portfolio Program has its roots in the pioneering
research done by Harry Markowitz in the 1950s and Bill Sharpe in the 1970s on
the design of efficient portfolios. Their work is the foundation of what is now
known as Modern Portfolio Theory. Modern Portfolio Theory provides a rigorous
structure for determining how to efficiently allocate funds among the various
types of assets available to a specific portfolio. In particular, it suggests
that risk averse investors should include a new asset group in their portfolios
if doing so will improve the overall risk/reward characteristics.
In the 1980s Dr. John Lintner of Harvard University applied this theory in
evaluating the impact of adding a managed futures component consisting of
tangible and global assets to a diversified 60% stock and 40% bond
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portfolio. His study concluded that integrating a 20% investment in such an
asset would significantly improve the return profile of the total portfolio at
any level of risk.
The Balanced Portfolio Program expands on the concept by incorporating
sophisticated strategies designed to hedge market exposure and enhance yield.
These strategies attempt to stabilize and improve performance through a variety
of economic environments.
DIVERSIFICATION
The Balanced Portfolio Program is a portfolio of futures, forward and options
contracts that represents U.S. stocks and bonds, a diversified portfolio of
global and tangible assets and short-term interest rate futures in proportions
that RXR believes are consistent with Modern Portfolio Theory. The U.S. stock
and bond components consist of stock-index and bond futures contracts. The
global and tangible assets portfolio includes futures and options on
international stock and bond indices and related currencies, precious metals,
agricultural commodities and energy products.
The diversification of the Balanced Portfolio Program tends to create a
structural hedge against market downturns because the various assets tend to
perform well during different economic environments. RXR believes that the
stability which the Balanced Portfolio Program gains through diversification
provides the Balanced Portfolio Program with greater protection against loss
and a greater return potential than traditional portfolios of stocks and bonds.
ASSET ALLOCATION
The allocations among stock indices futures, bond, diversified global and
tangible assets and short-term interest rate instruments in the Balanced
Portfolio Program are determined by RXR's proprietary asset allocation models.
The model for U.S. stock and bond allocations uses an earnings driven analysis
which compares the relative earnings characteristics of stocks and bonds to
identify value. Based on that comparison, the Balanced Portfolio Program can
efficiently shift funds towards those markets that it evaluates as having the
greatest earning potential. Generally, the Partnership will have open positions
in each of the four components of the portfolio.
RISK MANAGEMENT AND YIELD ENHANCEMENT (DYNAMIC PORTFOLIO MANAGEMENT)
The Balanced Portfolio Program also uses Dynamic Portfolio Management, RXR's
proprietary risk management and yield enhancement strategies which are designed
to improve returns and reduce volatility in the U.S. Stock and Bond components.
Market exposure is adjusted based on changes in the expected returns for the
stock market, the yield curve for the bond market, and other factors.
Dynamic Portfolio Management is a strategy intended to increase yield and
protect principal by actively using futures and/or options techniques. One
technique is writing covered call options and making adjustments by rolling
option positions to higher or lower strike prices, depending on market
movement, to seek greater premium income and increased risk management. Dynamic
Portfolio Management incorporates a broad range of proprietary techniques
intended to improve performance in a variety of market conditions. These
techniques include:
. Volatility Screen: A portfolio which writes calls is inherently
volatile. Dynamic Portfolio Management includes a screening element
designed to determine, based upon market volatility, whether writing
calls or buying puts is the most efficient option strategy.
. Trend Evaluator: A trend evaluation model designed to provide
increased downside protection or upside participation by varying the
degree of exposure in trending markets.
. Strike Price Evaluator: A technical model used to compare the
relative efficiency of at-the-money and out-of-the-money option strike
prices.
. Cost Evaluator: A valuation model designed to control risk
management costs by measuring the efficiency of using futures or option
contracts in certain market environments.
At times, market conditions (such as premium levels and liquidity) may be
such that the use of options is not believed by RXR to be advantageous. During
such periods, the net market exposure determined by the Dynamic Portfolio
Management models is used to adjust the positions held.
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THE DIVERSIFIED TRADING PROGRAM. Through the global and tangible assets
component utilizing the proprietary Diversified Trading Program, RXR seeks to
achieve profits and diversification into non-correlated assets. The Diversified
Trading Program is highly systematic and provides for only limited discretion
on behalf of RXR.
The system follows approximately sixty-five markets, divided between global
assets (such as non-U.S. stocks and bonds and their related currencies) and
tangible assets (such as precious metals and agricultural and energy products).
RXR will not apply hedging strategies to the global and tangible assets
component. As a result the global and tangible assets component may profit in
both down markets (through acquiring "short" positions) and up markets, whereas
U.S. stock and bond components will only hold "long" positions (except in
connection with risk management and yield enhancement) so are unlikely to
recognize significant gains in declining markets.
The Diversified Trading Program systems include trend-following, contrarian
and volatility arbitrage models. Each of these strategies has the potential
ability to perform well in different trading environments. Since the strategies
seek to generate uncorrelated returns, using them together may allow the
overall portfolio to be significantly stabilized.
No representation is made and no guarantee is given that Spectrum Balanced's
objective will be realized or that RXR will achieve any particular level of
performance or amount of profits in its trading for Spectrum Balanced's
account. Losses incurred in the global and tangible assets component could
cause Spectrum Balanced's account to substantially underperform accounts
managed by assets allocation systems which do not include a global and tangible
assets component. In addition, because Spectrum Balanced has instructed RXR to
manage Spectrum Balanced's account at twice the amount of leverage it would
normally apply in managing the actively managed component of a Balanced
Portfolio Program account, and Spectrum Balanced has not elected to include a
component consisting of fixed income securities, the performance results
achieved for Spectrum Balanced by RXR may be more volatile than other Balanced
Portfolio Program accounts concurrently managed by RXR and its affiliates.
Prospective investors must recognize not only that the foregoing discussion
attempts to present only the most basic framework describing the Balanced
Portfolio Program, but also due to the proprietary and confidential nature of
all trading approaches, any description will inevitably be general in nature.
Furthermore, RXR's trading methods are continually evolving, as are the markets
themselves.
IN TRADING FOR SPECTRUM BALANCED, RXR HAS AGREED WITH THE GENERAL PARTNER TO
ADJUST THE LEVERAGING USED IN ITS BALANCED PORTFOLIO PROGRAM TO 2.0 TIMES THE
STANDARD LEVERAGING FOR THE BALANCED PORTFOLIO PROGRAM.
Past Performance of RXR
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
For each of the capsules below, references to Total Assets under Management,
Total Assets in Program or Total Assets in Account are sometimes characterized
as "Actual" or "Nominal." "Actual" refers to the amount of margin-qualifying
assets on deposit in an account. "Nominal" means the dollar amount that RXR and
its affiliates and its customers have agreed will determine the level of
trading in an account.
Because of the institutional focus of the Balanced Portfolio Program, RXR and
its affiliates have structured the Balanced Portfolio Program accounts based
upon the needs of its clients. While the objectives of each account are similar
and in each case the managed futures component has been structured as a
commodity pool, the non-managed futures component has varied among accounts as
follows:
Capsule A-1 sets forth the composite performance of 18 accounts consisting of
the performance of a component (generally a limited partnership commodity pool
or limited liability company) managed pursuant to the Balanced Portfolio
strategy with a reserve assets or guarantee component consisting of United
States zero coupon treasury securities either held by the client or pursuant to
other custodial or safekeeping arrangements. These accounts generally committed
80% to the reserve assets or guarantee component and the remainder to the
Balanced Portfolio strategy.
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Capsule A-2 consists of the performance of one overlay account which
commenced trading in September 1991 which consists of two special purpose
limited partnerships managed pursuant to the Balanced Portfolio strategy and a
separate 80% fixed-income component actively managed by an investment advisor
unrelated to RXR and its affiliates. Pursuant to the agreements covering this
account, the performance for the fixed-income component, however, is based on a
benchmark United States zero coupon treasury securities yield as of the date of
each addition to the account as if each addition to the fixed-income component
had been invested in United States zero coupon treasury securities. The returns
achieved on this overlay account combine the net performance of the special
purpose limited partnership with the underlying asset return. RXR and its
affiliates are evaluated and compensated based upon the total return achieved
in excess of a customized indexed benchmark (both positive and negative).
Capsule A-3 consists of the performance of one account which commenced
trading in November 1993 which consists of the performance of a special purpose
limited partnership managed pursuant to the Balanced Portfolio strategy with a
separate cash and short-term fixed-income component (which are not necessarily
United States zero coupon treasury securities) actively managed by RXR and its
affiliates. This account committed 70% to the cash and fixed-income component
and the remainder to the Balanced Portfolio strategy. RXR and its affiliates
are evaluated and compensated based upon the total return achieved in excess of
a customized indexed benchmark (both positive and negative).
Capsule A-4 consists of the performance of one overlay account which
commenced trading in February 1994 which consists of the performance of a
special purpose limited partnership managed pursuant to the Balanced Portfolio
strategy with a separate component actively managed by a fixed-income
investment adviser unrelated to RXR and its affiliates and invested in fixed-
income securities which are not necessarily United States zero coupon treasury
securities. This account committed 80% to the fixed-income component and the
remainder to the Balanced Portfolio strategy. Interest income is accrued and
profit and loss from the fixed-income component are reflected as additions and
withdrawals. The returns achieved on this overlay account combine the net
performance of the special purpose limited partnership with the underlying
asset return.
Capsule A-5 consists of the performance of one yen denominated account
(converted to U.S. dollars) which commenced trading in March 1994 with a
special limited liability company managed pursuant to the Balanced Portfolio
strategy with a reserve assets component consisting of yen denominated
investments in European fixed-income instruments coupled with a swaption
exercisable at six-month yen-LIBOR. This account committed 75% to the reserve
assets and 25% to the Balanced Portfolio strategy.
Capsule A-6 sets forth the actual performance of one account which commenced
trading in November 1994 and which is managed pursuant to the Balanced
Portfolio Program. Pursuant to the client's instructions, this account trades
at twice the leverage normally applied to accounts in the Balanced Portfolio
Program. Additionally, the client has elected not to utilize a reserve asset or
guarantee component for this account.
For each of the above accounts, RXR and its affiliates are compensated on the
basis of the overall account (assets committed to the Balanced Portfolio
strategy plus the reserve assets, guarantee or other components).
Other programs of RXR and its affiliates
THE INFORMATION SET FORTH IN THE TABLES DESCRIBED BELOW RELATE TO TRADING
PROGRAMS OF RXR AND ITS AFFILIATES NOT OFFERED PURSUANT TO THIS PROSPECTUS.
THESE TRADING PROGRAMS (AND RELATING PERFORMANCE) DIFFER MATERIALLY FROM THE
BALANCED PORTFOLIO PROGRAM AND THIS INFORMATION IS PRESENTED BECAUSE CFTC
REGULATIONS REQUIRE THE DISCLOSURE OF THE PERFORMANCE OF ALL ACCOUNTS MANAGED
BY RXR AND ITS PRINCIPALS AND AFFILIATES. RXR HOWEVER BELIEVES THAT THE
INFORMATION SET FORTH IN THE TABLES DESCRIBED BELOW SHOULD NOT BE RELIED UPON
BY A PROSPECTIVE INVESTOR IN DETERMINING WHETHER TO MAKE THIS INVESTMENT.
Capsule B-1 sets forth the performance record of RXR and its affiliates using
its Currency Overlay Program for a client account on an overlay basis and
presents the performance of RXR and its affiliates as well as the performance
of the associated underlying asset being hedged. RXR and its affiliates are
evaluated and compensated based upon the total return achieved in excess of a
customized indexed benchmark (both positive and negative).
Capsule B-2 sets forth the fully-funded subset composite performance record
of RXR and its affiliates using its YES Program accounts during the period
covered by the table. As this table includes notionally funded accounts, please
see the matrix on page 41 to show the effects of varying degrees of funding.
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Capsule B-3 sets forth the performance record of RXR and its affiliates using
its EYE Program for a client account on an overlay basis and presents the
performance of RXR and its affiliates as well as the performance of the
associated underlying asset being hedged. RXR and its affiliates are evaluated
and compensated based upon the total return achieved in excess of a customized
indexed benchmark (both positive and negative).
Capsule C-1 sets forth the fully-funded subset composite performance record
of RXR and its affiliates using the DTP for all clients during the period
covered by the table.
Capsule C-2 sets forth the fully-funded subset composite performance record
of RXR and its affiliates utilizing its FTP Program for client accounts
including those that can trade Japanese futures contracts during the period
covered by the table.
Capsule C-3 sets forth the fully-funded subset composite performance record
of RXR and its affiliates utilizing its FTP Program for client accounts
excluding those that can trade Japanese futures contracts during the period
covered by the table.
Capsule C-4 sets forth the fully-funded subset composite performance record
of RXR and its affiliates using the CTP for all clients during the period
covered by the table.
Capsule C-5 sets forth the actual composite performance record of RXR and its
affiliates utilizing its MAAPS accounts during the period covered by the table.
The MAAPS Program ceased trading in February 1993.
Capsule C-6 sets forth the actual performance record of one account which
commenced trading in November 1994 and which is managed pursuant to the DTP.
Due to client-imposed restrictions, the leverage applied to this account is
two-thirds the leverage normally applied to accounts which are managed pursuant
to the Diversified Trading Program.
INVESTORS ARE CAUTIONED THAT THE PERFORMANCE INFORMATION SET FORTH IN THE
FOLLOWING TABLES ARE NOT INDICATIVE OF, AND MAY HAVE NO BEARING ON, ANY TRADING
RESULTS WHICH MAY BE ATTAINED BY RXR OR SPECTRUM BALANCED IN THE FUTURE, SINCE
PAST RESULTS ARE NOT A GUARANTEE OF FUTURE RESULTS. THERE CAN BE NO ASSURANCE
THAT RXR OR SPECTRUM BALANCED 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 INTERESTS TRADING.
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CAPSULE A-1 RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading by CTA: March 1983
Inception of trading in program: September 1986
Aggregate assets overall (excluding notional):
$447.9 million
Aggregate assets overall (including notional):
$462.6 million
Aggregate assets in program: $112.9 million
Number of open accounts: 10
Worst monthly drawdown: (3.47)% (1/91)
Worst peak-to-valley drawdown*: (7.83)% (1/94-12/94)
1996 year-to-date return (1 month): 0.57%
1995 annual return: 18.90%
1994 annual return: (7.83)%
1993 annual return: 11.01%
1992 annual return: 9.81%
1991 annual return: 11.71%
* "Drawdown" means losses experienced by the trading program over a specified
period.
See "Supplementary Performance Information" for pro forma annual (period)
rates of return for the period 1991 (or inception of trading) through November
1994 which, in certain cases, are lower than actual program results.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CAPSULE A-2
RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading by CTA: March 1983
Inception of trading in program: September 1991
Number of open accounts = 0 $447.9 million
Aggregate assets overall (excluding notional):
$462.6 million
Aggregate assets overall (including notional): -0-
Aggregate assets in program: B: (3.07)%--(8/94), C: (3.50)%--
Worst monthly drawdown*: (8-94)
Worst month-end peak-to-valley drawdown*: B: (7.48)%--(1/94-12/94), C:
(12.60)%--(9/93-12/94)
In the capsule below, A represents the underlying portfolio rate-of-return, B
represents the combined A and C rate-of-return, and C represents the Advisor's
rate-of-return.
1995 period return (1 month): A: 0.38%; B:0.77%; C: 0.39%
1994 annual return: A: 5.17%; B: (7.42)%; C: (11.23%)
1993 annual return: A: 4.93%; B: 12.98%; C: 7.72%
1992 annual return: A: 5.78%; B: 11.29%; C: 5.23%
1991 period return (4 months): A: 1.54%; B: 7.18%; C: 5.60%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE A-3
RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading of CTA: March 1983
Inception of trading in program: November 1993
Number of open accounts: 1
Aggregate assets overall (excluding notional):
$447.9 million
Aggregate assets overall (including notional):
$462.6 million
Aggregate assets in program: $163.7 million
Worst monthly drawdown*: (3.84)%--(8/94)
Worst month-end peak-to-valley drawdown*:
(12.05)%--(1/94-12/94)
1996 year-to-date return (1 month): 0.95%
1995 annual return: 27.43%
1994 annual return: (12.01)%
1993 period return: 1.53%
CAPSULE A-4
RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading of CTA: March 1983
Inception of trading in program: February 1994
Number of open accounts: 1
Aggregate assets overall (excluding notional):
$447.9 million
Aggregate assets overall (including notional):
$462.6 million
Aggregate assets in program: $50.5 million
Worst monthly drawdown*: B: (2.62)%--(8/94)
Worst monthly drawdown*: C: (3.39)%--(8/94)
Worst month-end peak-to-valley drawdown*:
B: (6.84)%--(4/94-12/94)
Worst month-end peak-to-valley drawdown*:
C: (9.88)%--(1/94-4/94)
1996 year-to-date return (1 month): A: 0.36%, B: 0.39%, C: 0.04%
1995 annual return: A: 5.99%, B: 22.70%, C: 15.85%
1994 annual return: A: 3.83%, B: (5.44)%, C: (8.97)%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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<PAGE>
CAPSULE A-5
RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading by CTA: March 1983
Inception of trading in program: March 1994
Number of open accounts: 1
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (excluding notional): $462.6 million
Aggregate assets in program: $78.4 million
Worst monthly drawdown*: (2.99)%-(8/94)
Worst month-end peak-to-valley drawdown*: (6.52)%-(4/94-12/94)
1996 annual year-to-date return (1 month): .95%
1995 annual return: 15.35%
1994 annual return: (5.73)%
CAPSULE A-6
RXR, INC.
BALANCED PORTFOLIO PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Balanced Portfolio Program
Inception of trading by CTA: March 1983
Inception of trading in program: November 1994
Number of open accounts: 1
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (excluding notional): $462.6 million
Aggregate assets in program: $15.5 million
Worst monthly drawdown*: (1.39)%-(8/95)
Worst month-end peak-to-valley drawdown*: (2.76)%-(7/95-8/95)
1996 year -to-date return (1 month): 0.38%
1995 annual return: 22.82%
1994 annual return: (1.75)%
* "Drawdown" means losses experienced by the trading program over a
specified period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
127
<PAGE>
NOTES TO CAPSULES A-1, A-3, A-5, AND A-6
Rate-of-return represents the net performance for a month divided by either
beginning net asset value or an adjusted beginning net asset value.
In the event that an addition or withdrawal occurs on the first day of the
month, that addition or withdrawal is added to or subtracted from the beginning
net asset value prior to determining any rate-of-return. Except as described
below, rate-of-return has been calculated by dividing net performance by
beginning net asset value in accordance with CFTC Rule 4.21(a)(4)(ii)(F).
If there was an intra-month addition or withdrawal in a capsule which would
cause any rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21(a)(4)(ii)(F), rate-of-return is calculated
using the Only Accounts Trading ("OAT") method, except as described in the next
paragraph. OAT rate-of-return is calculated by excluding from rate-of-return
the net performance of those accounts opened or closed during the month which
would effect rate-of-return by 10% or greater.
If there is an intra-month addition or withdrawal in a capsule which would
cause the rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21(a)(4)(ii)(F), and OAT cannot be used because
of an intra-month addition to an existing account or an intra-month withdrawal
from an existing account, the rate-of-return for that period will be calculated
using the CFTC compounded rate-of-return method. Compounded rate-of-return is
calculated by linking rate-of-return achieved during the month on that portion
of the net performance associated with the varying levels of beginning net
asset value which exist before and after each significant addition or
withdrawal. For example, if in the middle of a month, an addition occurs that
would cause rate-of-return to be effected by 10% or more if calculated in
accordance with CFTC Rule 4.21(a)(4)(ii)(F), rate-of-return is calculated up to
the day prior to the addition and then again for the period subsequent to the
addition through the end of the month. These percentage rates of return
("RORs") are then added to or subtracted from the prior month ending net asset
value per $1,000 with the difference between the two month ends being divided
by the prior month end net asset value per $1,000 resulting in a rate-of-return
for the month.
Compound annual or compound year-to-date rate-of-return represents the
monthly rates-of-return compounded over the number of months in a given year,
i.e., each month's rate-of-return in hundredths is added to one (1) and the
result is multiplied by the previous month's compounded rate-of-return
similarly expressed. One (1) is then subtracted from the product and the result
is multiplied by one hundred (100).
NOTES TO CAPSULES A-2 AND A-4
For A-2 and A-4 (the overlay accounts) the returns are shown as follows:
Column (A) represents the rate-of-return of the underlying portfolio as
reported to RXR and its affiliates by the client.
Column (B) combines the rate-of-return for Column A with the rate-of-
return for Column C.
Column (C) represents the value-added rate-of-return attributable to
RXR's trading for the account.
For capsules A-2 and A-4, compound annual rate-of-return is presented for
each underlying monthly rate-of-return, combined rate-of-return and value-added
rate-of-return computed by taking the monthly rates-of-return compounded over
the number of months in a given year, i.e., each month's rate-of-return in
hundredths is added to one (1) and the result is multiplied by the previous
month's compounded rate-of-return similarly expressed. One (1) is then
subtracted from the product and the result is multiplied by one hundred (100).
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<PAGE>
CAPSULE B-1
CURRENCY OVERLAY PROGRAM ACCOUNT
Name of CTA: RXR and RXR Capital
Name of program: Currency Overlay Account
Inception of trading by CTA: March 1983
Inception of trading in program: April 1992
Number of open accounts: 0
Aggregate assets overall (excluding notional): $447.9
million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $0 million
Worst monthly drawdown*: B (1.68)%--(11/94)
Worst monthly drawdown*: C (2.01)%-(8/93)
Worst month-end peak-to-valley drawdown*: B (6.30)%--
(8/92-12/93)
Worst month-end peak-to-valley drawdown*: C (13.51)%--
(12/92-11/94)
1995 year-to-date return (1 month): A: 1.03%, B: 0.36%,
C: (0.68)%
1994 annual return: A: 11.07%, B: 1.36%, C: (8.90)%
1993 annual return: A: 1.43%, B: (2.83)%, C: (3.86)%
1992 annual return: A: 3.80%, B: 6.03%, C: 1.82%
A = Underlying portfolio rate of return, B = Combined
A+C rate of return, and C = the CTA's rate of return.
CAPSULE B-2
FIXED INCOME YIELD ENHANCEMENT STRATEGY COMPOSITE
Name of CTA: RXR and RXR Capital
Name of program: Fixed Income Yield Enhancement Strategy
Composite
Inception of trading by CTA: March 1983
Inception of trading in program: November 1988
Number of open accounts: 0 (closed 8/94)
Aggregate assets overall (excluding notional): $447.9
million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $0 million
Worst monthly drawdown*: (1.83)%--(8/90)
Worst month-end peak-to-valley drawdown*: (2.52)%--
(11/89-5/90)
1994 period return: 0.58%
1993 annual return: 5.78%
1992 annual return: 3.14%
1991 annual return: 4.85%
1990 annual return: 4.01%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CAPSULE B-3
EQUITY YIELD ENHANCEMENT PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Equity Yield Enhancement Program
Inception of trading by CTA: March 1983
Inception of trading in program: September 1992
Number of open accounts: 1
Aggregate assets overall (excluding notional): $447.9
million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $13.1 million
Worst monthly return: B: (4.84)%--(8/95)
Worst monthly return: C: (3.41)%--(11/95)
Worst month-end peak-to-valley: B: (4.84)%--(8/95-9/95)
Worst month-end peak-to-valley: C: (28.65)%--(9/92-1/96)
1996 year-to-date return (1 month): A: 4.30%, B: 1.80%,
C: (2.50)%
1995 annual return: A: 39.32%, B: 17.26%, C: (16.66)%
1994 annual return: A: 3.89%, B: 1.95%, C: (2.53)%
1993 annual return: A: 12.93%, B: 6.24%, C: (6.22)%
1992 annual return: A: 5.43%, B: 1.49%, C: (3.84)%
A = Underlying portfolio rate of return, B = Combined
A+C rate of return, and C = the CTA's rate of return.
CAPSULE C-1
DIVERSIFIED TRADING PROGRAM
Name of CTA: RXR and RXR Capital
Name of program: Diversified Trading Program
Inception of trading by CTA: March 1983
Inception of trading in program: March 1983
Number of open accounts: 18
Aggregate assets overall (excluding notional): $447.9
million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program (excluding notional): $17.8
million
Aggregate assets in program (including notional): $19.4
million
Worst monthly return: (18.15)%--(1/91)
Worst month-end peak-to-valley: (24.22)%--(12/90-6/91)
1996 year-to-date return (1 month): (0.47%)
1995 annual return: 20.93%
1994 annual return: (20.41)%
1993 annual return: 13.37%
1992 annual return: 11.29%
1991 annual return: 8.59%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CAPSULE C-2
Financial Trading Program Composite
(Including JGB)
Name of CTA: RXR and RXR Capital
Name of program: Financial Trading Program (Including JGB)
Inception of trading by CTA: March 1983
Inception of trading in program: January 1991
Number of open accounts: 1
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $4.3 million
Worst monthly drawdown*: (12.68)%--(4/92)
Worst month-end peak-to-valley drawdown*: (26.39)%--(4/94-1/95)
1996 year-to-date return (1 month): 3.12%
1995 annual return (11 months): 17.24%
1994 annual return: (22.24)%
1993 annual return: 20.64%
1992 annual return: 14.63%
1991 annual return: 18.47%
CAPSULE C-3
Financial Trading Program Composite
(Excluding JGB)
Name of CTA: RXR and RXR Capital
Name of program: Financial Trading Program Composite
Inception of trading by CTA: March 1983
Inception of trading in program: October 1990
Number of open accounts: 0
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $0
Worst monthly drawdown*: (12.21)%--(1/92)
Worst month-end peak-to-valley drawdown*: (22.18)%--(9/92-9/94)
1994 annual return: (8.54)%
1993 annual return: 4.68%
1992 annual return: 8.78%
1991 annual return: 41.46%
1990 annual return: 11.28%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CAPSULE C-4
Currency Trading Program Composite
Name of CTA: RXR and RXR Capital
Name of program: Currency Trading Program Composite
Inception of trading by CTA: March 1983
Inception of trading in program: November 1989
Number of open accounts: 0
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $0 million
Worst monthly drawdown*: (10.66)% - (7/91)
Worst month-end peak-to-valley drawdown*: (37.65)% - (9/92 - 12/94)
1994 period return: (19.05)%
1993 annual return: (18.99)%
1992 annual return: 16.46%
1991 annual return: (1.22)%
1990 annual return: 40.05%
CAPSULE C-5
MAAPS Program Composite
Name of CTA: RXR and RXR Capital
Name of program: MAAPS Program
Inception of trading by CTA: March 1983
Inception of trading in program: April 1988
Number of open accounts: 0
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $0
Worst monthly drawdown*: (11.90)% - (1/91)
Worst month-end peak-to-valley drawdown*: (18.94)% - (8/89 - 2/91)
1993 period return (2 months): 2.33%
1992 annual return: 3.03%
1991 annual return: 20.27%
1990 annual return: 7.93%
* "Drawdown" means losses experienced by the trading program over a specified
period.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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CAPSULE C-6
Diversified Trading Program
Name of CTA: RXR and RXR Capital
Name of program: Diversified Trading Program
Inception of trading by CTA: March 1983
Inception of trading in program: November 1994
Number of accounts: 1
Aggregate assets overall (excluding notional): $447.9 million
Aggregate assets overall (including notional): $462.6 million
Aggregate assets in program: $4.6 million
Worst monthly drawdown*: (1.60)%-(8/95)
Worst month-end peak-to-valley drawdown*: (3.34)%-(6/95-11/95)
1996 year-to-date return (1 month): (0.55)%
1995 annual return: 4.81%
1994 annual return: (0.25)%
* "Drawdown" means losses experienced by the trading program over a
specified period.
NOTES TO CAPSULES B-1 AND B-3
For B-1 and B-3 (the overlay accounts) the returns are shown as follows:
Column (A) represents the rate-of-return of the underlying portfolio as
reported to RXR and its affiliates by the client.
Column (B) combines the rate-of-return for Column A with the rate-of-return
for Column C.
Column (C) represents the value-added rate-of-return attributable to RXR's
trading for the account. Rates-of-return for this Column (C) were calculated
by dividing Advisor net performance by beginning net asset value in accordance
with CFTC rule 4.21(a) (4) (ii) (F).
If there was an intra-month addition or withdrawal in a capsule which would
cause any rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21 (a) (4) (ii) (F), rate-of-return is
calculated using the Only Accounts Trading ("OAT") method, except as described
in the next paragraph. OAT rate-of-return is calculated by excluding from
rate-of-return the net performance of those accounts opened or closed during
the month which would effect rate-of-return by 10% or greater.
If there is an intra-month addition or withdrawal in a capsule which would
cause the rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21 (a) (4) (ii) (F), and OAT cannot be used
because of an intra-month addition to an existing account or an intra-month
withdrawal from an existing account, the rate-of-return for that period will
be calculated using the CFTC compounded rate-of-return method. Compounded
rate-of-return is calculated by linking rate-of-return achieved during the
month on that portion of the net performance associated with the varying
levels of beginning net asset value which exist before and after each
significant addition or withdrawal. For example, if in the middle of a month,
an addition occurs that would cause rate-of-return to be effected by 10% or
more if calculated in accordance with CFTC Rule 4.21 (a) (4) (ii) (F), rate-
of-return is calculated up to the day prior to the addition and then again for
the period subsequent to the addition through the end of the month. These
percentage RORs are then added to or subtracted from the prior month ending
net asset value per $1,000 with the difference between the two month ends
being divided by the prior month end net asset value per $1,000 resulting in a
rate-of-return for the month.
For capsules B-1 and B-3, compound annual rate-of-return is presented for
each underlying monthly rate-of-return, combined rate-of-return and value-
added rate-of-return computed by taking the monthly rates-of-return compounded
over the number of months in a given year, i.e., each month's rate-of-return
in hundredths is added to one (1) and the result is multiplied by the previous
month's compounded rate-of-return similarly expressed. One (1) is then
subtracted from the product and the result is multiplied by one hundred (100).
All rate-of-return figures in B-1 have been calculated on a time-weighted
basis (CFTC Compounded Method).
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NOTES TO CAPSULE B-2, C-2, C-3, AND C-4
In B-2, C-2, C-3, and C-4, for periods beginning after January 1, 1992, RXR
and its affiliates have adopted a new method of computing rate-of-return and
performance disclosure, referred to as the "Fully-Funded Subset" method,
pursuant to CFTC Advisory 93-13 published by the CFTC. To qualify for use of
the Fully-Funded Subset method, the Advisory requires that certain
computations be made in order to arrive at the Fully-Funded Subset and that
the accounts for which performance is so reported meet two tests which are
designed to provide assurance that the Fully-Funded Subset and the resultant
RORs are representative of the trading program. RXR and its affiliates have
performed these computations for periods subsequent to January 1, 1992.
However, for periods prior to January 1, 1992, the Fully-Funded Subset method
has not been used. Instead, the RORs reported are based upon a computation
which uses the nominal values of all of the accounts included in the composite
capsule, adjusted to mitigate the effect of performance distortions caused by
certain intra-month additions and withdrawals. RXR and its affiliates have
reviewed its results prior to January 1992 and believes that the capsules are
appropriate with respect to the retroactive application of CFTC Advisory 93-
13.
Rate-of-return for each month subsequent to December 1991 is calculated by
dividing net performance of the Fully-Funded Subset by the beginning equity of
the Fully-Funded Subset, except in periods of significant additions or
withdrawals to the accounts in the Fully-Funded Subset. In such instances, the
Fully-Funded Subset is adjusted to exclude accounts with significant additions
or withdrawals which would materially change the rate-of-return pursuant to
the Fully-Funded Subset method. The period RORs for accounts excluded from the
Fully-Funded Subset will often be different from the rate-of-return for the
Fully-Funded Subset. Accounts not included in the Fully-Funded Subset for any
particular period may include: accounts opened or closed during the period;
accounts which have material additions or withdrawals during the period; and
accounts which are being phased in to the program and, consequently, do not
have a complete set of positions that the other accounts in the program have.
The RORs for these excluded accounts may be significantly higher or lower than
the rate-of-return for the Fully-Funded Subset. Period rate-of-return for each
month prior to January 1992 is calculated by dividing net performance by
Nominal Account Size--beginning net asset value except in periods of
significant additions or withdrawals. In such instances, Nominal Account
Size--beginning net asset value is adjusted as follows: Due to substantial
addition of funds on May 16, 1989 and August 28, 1990 and the withdrawal of
funds on February 7, 1990, August 15, 1990 rate-of-return has been calculated
using the CFTC Compounded method. For the following months addition which
occurred on the first of the month were included in the rate-of-return
calculation, August and September 1989.
Compound annual or compound year-to-date rate-of-return represents the
monthly rates-of-return compounded over the number of months in a given year,
i.e., each month's rate-of-return in hundredths is added to one (1) and the
result is multiplied by the previous month's compounded rate-of-return
similarly expressed. One (1) is then subtracted from the product and the
result is multiplied by one hundred (100).
NOTES TO C-5 AND C-6
Rate-of-return represents net performance for the month divided by either
beginning net asset value or an adjusted beginning net asset value.
In the event that an addition or withdrawal occurs on the first day of the
month, that addition or withdrawal is added to or subtracted from the
beginning net asset value prior to determining any rate-of-return. Except as
described below, rate-of-return has been calculated by dividing net
performance by beginning net asset value in accordance with CFTC Rule
4.21(a)(4)(ii)(F).
If there was an intra-month addition or withdrawal in a capsule which would
cause any rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21 (a) (4) (ii) (F), rate-of-return is
calculated using the Only Accounts Trading ("OAT") method, except as described
in the next paragraph. OAT rate-of-return is calculated by excluding from
rate-of-return the net performance of those accounts opened or closed during
the month which would effect rate-of-return by 10% or greater.
If there is an intra-month addition or withdrawal in a capsule which would
cause the rate-of-return for the month to differ by 10% or more if calculated
in accordance with CFTC Rule 4.21 (a) (4) (ii) (F), and OAT cannot be used
because of an intra-month addition to an existing account or an intra-month
withdrawal from an
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existing account, the rate-of-return for that period will be calculated using
the CFTC compounded rate-of-return method. Compounded rate-of-return is
calculated by linking rate-of-return achieved during the month on that portion
of the net performance associated with the varying levels of beginning net
asset value which exist before and after each significant addition or
withdrawal. For example, if in the middle of a month, an addition occurs that
would cause rate-of-return to be effected by 10% or more if calculated in
accordance with CFTC Rule 4.21(a)(4)(ii)(F), rate-of-return is calculated up
to the day prior to the addition and then again for the period subsequent to
the addition through the end of the month. These percentage RORs are then
added to or subtracted from the prior month ending net asset value per $1,000
with the difference between the two month ends being divided by the prior
month end net asset value per $1,000 resulting in a rate-of-return for the
month.
Compound annual or compound year-to-date rate-of-return represents the
monthly rates-of-return compounded over the number of months in a given year,
i.e., each month's rate-of-return in hundredths is added to one (1) and the
result is multiplied by the previous month's compounded rate-of-return
similarly expressed. One (1) is then subtracted from the product and the
result is multiplied by one hundred (100).
SUPPLEMENTARY PERFORMANCE INFORMATION
The Pro Forma Rates of Return (which were prepared by the General Partner,
not the trading managers and have not been reviewed or verified by the trading
managers) have been computed by adjusting the trading manager's performance
record prior to the inception of trading by the Partnerships to reflect
approximately the brokerage fees, management and incentive fees and interest
income applicable to the Partnerships rather than the fees, expenses and
interest income applicable to the accounts in the capsule summary. Prospective
investors must be aware that: (a) pro forma adjustments are only an
approximate means of modifying historical records to reflect certain aspects
of the economic terms of a different 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 applicable to the Partnerships;
and (b) there are different, and entirely defensible, means by which the pro
forma adjustments could have been made.
While the General Partner believes that the trading information prepared by
the General Partner set forth in the pro forma annual rates of return for each
trading program is relevant to evaluating an investment in Spectrum Strategic,
Spectrum Technical and Spectrum Balanced. NO REPRESENTATION IS OR COULD BE
MADE THAT SUCH RECORD PRESENTS WHAT THE RESULTS OF THE PARTNERSHIPS WOULD HAVE
BEEN IN THE PAST OR ARE LIKELY TO BE IN THE FUTURE.
I. Spectrum Strategic.
a. Blenheim Investments, Inc.
Pro Forma Rates of Return:
1994 period return (10 months): (15.78)%
1993 annual return; 13.56%
1992 annual return; 8.93%
1991 annual return; (1.12)%
b. A. Gary Shilling & Co., Inc.
Pro Forma Rates of Return:
1994 period return (10 months): (43.27)%
1993 annual return: 137.07%
1992 annual return: (2.09)%
1991 annual return: 11.13%
c. Willobridge Associates, Inc.
XLIM Trading Approach (excluding notional)--Pro Forma Rates of Return:
1994 period return (5 months)*: (25.03)%
*This trading program did not trade client accounts from (1) September 1, 1991
through August 31, 1992 and (ii) April 1, 1994 to October 31, 1994.
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1993 annual return: 10.62%
1992 period return (4 months)*: 6.71%
1991 period return (8 months)*: 1.38%
*This trading program did not trade client accounts from (1) September 1, 1991
through August 31, 1992 and (ii) April 1, 1994 to October 31, 1994.
II. Spectrum Technical
a. Campbell & Company, Inc.
Financial, Metal & Energy Large Portfolio--Pro Forma Rates of Return:
1994 period return (10 months): (12.31)
1993 annual return: (4.34)
1992 annual return: 1.72
1991 annual return: 18.26
b. Chesapeake Capital Corporation
Financial and Metals Program--Pro Forma Rates of Return:
1994 period return (10 months): (11.36)%
1993 annual return: 55.72%
1992 period return (10 months): (2.35)%
Diversified Program--Pro Forma Rates of Return:
1994 period return (10 months): 3.17%
1993 annual return: 60.35%
1992 annual return: (2.71)%
1991 annual return: 6.12%
c. John W. Henry & Co., Inc.
Original Investment Program--Pro Forma Rates of Return:
1994 period return (10 months): (16.50)%
1993 annual return: 32.08%
1992 annual return: 8.72%
1991 annual return: 4.81%
Financial and Metals Program--Pro Forma Rates of Return
1994 period return (10 months): (1.10)%
1993 annual return: 41.68%
1992 annual return: (13.50)%
1991 annual return: 56.77%
III. Spectrum Balanced
RXR, Inc.
Balanced Portfolio Program--Pro Forma Rates of Return
1994 period return (10 months): (19.55)%
1993 annual return: 12.57%
1992 annual return: 8.63%
1991 annual return: 14.01%
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THE MANAGEMENT AGREEMENTS
Each trading manager has entered into a Management Agreement with a
Partnership and the General Partner which provides that the trading manager
will have sole authority and responsibility, except in certain limited
situations, for directing the investment and reinvestment in futures interests
of the portion of the Partnership's assets allocated to the management of such
trading manager from time to time during the term of the Management Agreement.
See "Differences Among the Spectrum Series."
TERM
Each Management Agreement has an original term of three years after the end
of the month in which the Partnership commences trading operations. Thereafter,
the trading manager may terminate the Management Agreement upon 30 days' prior
written notice to the Partnership.
Each Management Agreement with a Partnership will terminate if the
Partnership terminates. Each Management Agreement may also be terminated by the
Partnership, without penalty, at any time upon 5 days' prior written notice to
the trading manager. In addition, each Management Agreement may be terminated
by the Partnership or the trading manager at any time without penalty under
certain other circumstances specified therein.
No assurance is given that a Partnership will be able to retain the services
of a trading manager once its Management Agreement with such person is
terminated, or, if such services are available, that they will be available on
the same or similar terms as those of the Management Agreement. The
compensation payable by each Partnership to a trading manager for its services
under the Management Agreement is described under "Description of Charges to
Each Partnership."
LIABILITY AND INDEMNIFICATION
Each Management Agreement sets forth a standard of liability for the trading
manager and also provides for certain indemnities of the trading manager. See
"Fiduciary Responsibility."
Each Management Agreement also provides that the trading manager 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, including reimbursing DWR for floor brokerage commissions, but
only for the amount of DWR's actual out-of-pocket costs in respect thereof.
Each trading manager and DWR has an affirmative obligation promptly to notify
the General Partner of any error in transmitting orders for the purchase and
sale of futures interests contracts for a Partnership and a trading manager
must use its best efforts to identify and promptly notify the General Partner
of any order or trade which the trading manager reasonably believes was not
executed in accordance with its instructions to DWR.
OBLIGATIONS TO A PARTNERSHIP
Each trading manager is engaged in the business of advising investors as to
the purchase and sale of futures interests contracts. During the term of each
Management Agreement, the trading manager and its principals and affiliates may
be advising other investors and trading for their proprietary accounts.
However, under no circumstances will the trading manager or any of its
principals and affiliates knowingly or deliberately favor (other than by
charging different management and/or incentive fees) any account advised or
managed by such trading manager or any of its principals and affiliates over
the account of the Partnership in any way or manner. Each trading manager 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, the trading
manager 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 the trading manager 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
contracts 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.
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EXCHANGE PRIVILEGE
If the conditions described below are satisfied, a Limited Partner can redeem
his Units in a Partnership and, with the proceeds of such redemption, purchase
Units of one or more other Partnerships at 100% of the Net Asset Value thereof
(a "Series Exchange"). However, a Series Exchange of Units will only be
permitted as of the sixth month-end after a person first becomes a Limited
Partner of any Partnership and as of the last day of each month thereafter (an
"Exchange Date"). Each Unit purchased in a Series Exchange with the proceeds of
a redemption 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 such Exchange Date. A
Limited Partner who redeems Units in connection with a Series Exchange will not
be subject to any redemption charges with respect to such 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.
Each Series Exchange is subject to satisfaction of certain additional
conditions immediately prior to an Exchange Date. Each redeeming Partnership
must have assets sufficient to discharge its liabilities and redeem Units. See
"Redemptions." In order to effect a Series Exchange, a Subscription Agreement
must be sent by a Limited Partner (or any assignee thereof) to a DWR branch
office and received by the General Partner at least 5 days prior to the
applicable Exchange Date. Such Agreement must acknowledge that the Limited
Partner remains eligible to purchase Units on such date. A form of Subscription
Agreement is annexed hereto as Exhibit B. Additional copies of the Subscription
Agreement may be obtained by written request to the General Partner or from a
local DWR branch office. Each Partnership issuing Units to Limited Partners
pursuant to a Series Exchange 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 Units registered to effect Series Exchanges,
the General Partner shall not have any obligation to have Units registered.
There can be no assurance that any or a sufficient number of Units will be
available for sale on an Exchange Date. If Units are not registered or
qualified for sale under either federal or applicable state securities laws or
pursuant to a current Prospectus, the General Partner will not be able to
effect a Series Exchange for a Limited Partner. Furthermore, certain states may
impose significant burdens on, or alter the requirements for, qualifying Units
for sale and, in such cases, the General Partner may not continue qualifying
Units for sale in such state or states, and a resident thereof would not be
eligible for a Series Exchange. At some time in the future, 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 a resident of such state to Exchange his Units. In the
event that not all Subscription Agreements can be processed because an
insufficient number of Units are available for sale on an Exchange Date, the
General Partner will allocate Units in any manner which it deems reasonable
under the circumstances and may allocate a substantial portion of such Units to
new subscribers for Units.
Units of limited partnership interest of any new partnership of the Spectrum
Series may be offered to Limited Partners pursuant to exercise of the Series
Exchange privilege. Before purchasing such units, a Limited Partner must
execute a Subscription Agreement specifically referring to the units of such
partnership and must have received a copy of the supplement to this Prospectus
describing such units and such partnership.
Since a Series Exchange is equivalent to a redemption and immediate
reinvestment of the proceeds of such redemption, a Limited Partner should
carefully review the portions of this Prospectus describing redemptions and
certain tax consequences thereof. See "Redemptions" and "Material Federal
Income Tax Considerations."
REDEMPTIONS
Except as noted below, a Limited Partner may cause all or part of his Units
to be redeemed by a Partnership effective as of the last day of any month at
the Net Asset Value thereof on such date. However, redemptions by a Limited
Partner will not be permitted before the sixth month-end following the closing
at which such person first became a Limited Partner of any Partnership, and any
Unit which is redeemed at or prior to the end of the twelfth, eighteenth or
twenty-fourth month following the closing at which such Unit was issued will be
assessed a redemption charge equal to 3%, 2%, or 1%, respectively, of the Net
Asset Value of such Unit on the date of such redemption. Units purchased
pursuant to a Non-Series Exchange will not be
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subject to the foregoing redemption charges under the circumstances described
below. 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 received upon redeeming an
interest in another pool for which the General Partner is general partner and
commodity pool operator and used to purchase Units by (b) the total investment
in the Partnership. For example, a limited partner who receives $5,000 upon
redeeming all or a part of his interest in a commodity pool operated by the
General Partner and invests $10,000 in a Partnership will not be subject to a
redemption charge on 50% of his Units. Redemption 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. Limited Partners who redeem Units 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 Units, (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. An investor who purchases $500,000 or more of Units pursuant to
this Prospectus will not be subject to the redemption charges described above.
Further, a Limited Partner redeeming Units at the first Redemption Date
following notice of an increase in certain fees and/or limits thereon will not
be subject to the redemption charges described above. The foregoing charges
will be paid to DWR. A Limited Partner who redeems Units in connection with a
Series Exchange will not be subject to redemption charges with respect to the
Units exchanged. 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.
Redemptions must be made in whole Units, in a minimum amount of 50 Units,
unless a Limited Partner is redeeming his entire interest in a Partnership.
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 a Limited Partner (or any assignee
thereof) to a DWR branch office and received by the General Partner at least 5
days prior to the Redemption Date. A form of Request for Redemption is annexed
to the Limited Partnership Agreement, which is annexed hereto as Exhibit A.
Additional copies of the Request for Redemption may be obtained by written
request to the General Partner or a local DWR branch office. In addition to the
information and reports described below under "The Limited Partnership
Agreements--Reports to Limited Partners," the General Partner will provide
Limited Partners with such other information and will comply with any such
procedures in connection with redemptions as in the future are specifically
required under Securities and Exchange Commission rules and policies for
commodity pools and similiar investment vehicles.
The "Net Asset Value" of a Unit is an amount equal to a Partnership's Net
Assets allocated to capital accounts represented by Units, divided by the
number of Units outstanding. "Net Assets" are defined in each Limited
Partnership Agreement to mean 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 all liabilities of the
Partnership (including, but not limited to, all brokerage fees and incentive
and management fees accrued or payable, 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 or
option contract traded on a United States exchange shall mean the settlement
price on the exchange on which the particular futures or option contract is
traded by a Partnership on the day with respect to which Net Assets are being
determined; provided, however, that if a contract could not have been
liquidated on such day due to the operation of daily limits or other rules of
the exchange upon which that contract is traded or otherwise, the settlement
price on the first subsequent day on which the contract could be liquidated
shall be the market value of such contract for such day. The market value of a
forward contract or a futures or options contract traded on a foreign exchange
or market will mean its market value as determined by the General Partner on a
basis consistently applied for each different variety of contract.
The General Partner will endeavor to pay redemptions within 10 business days
after the Redemption Date, and a Partnership's futures interests positions will
be liquidated to the extent necessary to effect redemptions.
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Payment will be made by credit in the amount of such redemption to the Limited
Partner's customer account with DWR or by check mailed to the Limited Partner
if such account is closed. The right to obtain redemption is contingent upon
(i) the redeeming Partnership having assets sufficient to discharge its
liabilities on the Redemption Date, and (ii) timely receipt by the General
Partner of a 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 a person first becomes a Limited Partner in a 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," as
described under "The Limited Partnership Agreements--Reports to Limited
Partners."
The liability of Limited Partners, including the possible liability of a
person who has redeemed Units, for liabilities of the Partnership which arose
before such redemption is described under "The Limited Partnership Agreements--
Nature of the Partnerships."
Federal income tax aspects of redemptions are described under the caption
"Material Federal Income Tax Considerations."
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THE COMMODITY BROKER
DESCRIPTION OF THE COMMODITY BROKER
Dean Witter Reynolds Inc. ("DWR"), a Delaware corporation, is the commodity
broker for each of the Partnerships. DWR also is commodity broker for the other
commodity pools for which Demeter serves as general partner and commodity pool
operator.
DWR is a principal operating subsidiary of DWD, 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 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, Inc., the American Stock Exchange, the
Chicago Board Options Exchange, other major securities exchanges, and the
National Association of Securities Dealers, Inc. ("NASD"), 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 domestic and international offices with over 8,500 account
executives servicing individual and institutional client accounts.
At any given time, DWR is involved in numerous legal actions, some of which
seek significant damages. On January 16, 1992, DWR, without admitting or
denying liability, consented to findings in an administrative proceeding
brought by the SEC that it failed to keep accurate records with respect to
customer orders relating to the primary distribution of securities of
government sponsored enterprises ("GSEs"). In that proceeding, DWR was
censured, paid a civil money penalty of $100,000 and was ordered to cease and
desist from any future violations of Section 17(a) of the 1934 Act and Rules
17a-3 and 17a-4 thereunder in connection with the primary distribution of
securities of GSEs. During the five years preceding the date of this
Prospectus, there have been (other than as described above) no administrative,
civil or criminal actions pending, on appeal or concluded against DWR or any of
its principals which DWR believes would be material to an investor's decision
to invest in one or more of the Partnerships.
BROKERAGE ARRANGEMENTS
The Partnerships' brokerage arrangements with DWR, including the cap imposed
on certain expenses, are discussed in "Conflicts of Interest--Relationship of
the General Partner to the Commodity Broker," and "Description of Charges to
Each Partnership--2. Commodity Broker."
The General Partner will review at least annually the brokerage arrangements
of each Partnership to ensure that such brokerage arrangements are fair,
reasonable, and competitive, and represent the best price and services
available, taking into consideration, in particular, when the commodity broker
is an "affiliate" of the General Partner (as such term is defined in the
Limited Partnership Agreement): (i) the size of the Partnership; (ii) the
futures interests contract trading activity; (iii) the services provided by the
commodity broker, the General Partner or any affiliate thereof to the
Partnership; (iv) the cost incurred by the commodity broker, the General
Partner 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 does not receive any direct
compensation from the Partnership for its services as General Partner, the
risks incurred by the General Partner as such. See "Conflicts of Interest."
Each Customer Agreement sets forth a standard of liability for DWR and
provides for certain indemnities of and by DWR as Commodity Broker. See
"Fiduciary Responsibility."
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THE FUTURES, OPTIONS AND FORWARDS MARKETS
FUTURES CONTRACTS
Futures contracts are standardized contracts made on domestic or foreign
exchanges which call for the future delivery of specified quantities of
various agricultural and tropical commodities, industrial commodities,
currencies, financial instruments or metals at a specified time and place. The
contractual obligations, depending upon whether one is a buyer or a seller,
may be satisfied either by taking or making, as the case may be, physical
delivery of an approved grade of commodity or by making an offsetting sale or
purchase of an equivalent but opposite futures contract on the same exchange
prior to the designated date of delivery. As an example of an offsetting
transaction where the physical commodity is not delivered, the contractual
obligation arising from the sale of one contract of December 1995 wheat on a
commodity exchange may be fulfilled at any time before delivery of the
commodity is required by the purchase of one contract of December 1995 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.
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, 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 subjects of individual
negotiation between the parties involved. Moreover, 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.
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 at a specified price (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 of a
specific commodity) in the underlying futures contract or commodity, and 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 of a specified amount of a
specified 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 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
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. Similarly, 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. On certain exchanges,
in-the-money options are automatically exercised on their expiration date, but
on others unexercised options simply become worthless after their expiration
date. 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
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typically move into parity. The difference between an option's intrinsic and
market values is referred to as the "time value" of the option.
Successful futures options trading requires many of the same skills as does
successful futures trading. However, since specific market movements of the
underlying futures contract or commodity must be predicted accurately, the
risks involved are somewhat different. For example, if a Partnership buys an
option (either to sell or buy a futures contract or commodity), it will pay a
"premium" representing the market value and time value of the option. Unless
the price of the futures contract or commodity underlying the option changes
and it becomes profitable to exercise or offset the option before it expires,
the Partnership may lose the entire amount of such premium. Conversely, if the
Partnership sells an option (either to sell or buy a futures contract or
commodity), it will be credited with the premium but will have to deposit
margin due to its contingent liability to take or deliver the futures contract
or commodity underlying the option in the event the option is exercised.
Traders who sell options are subject to the entire loss which occurs in the
underlying futures position or commodity (less any premium received). The
ability to trade in or exercise options may be restricted in the event that
trading in the underlying futures contract or commodity becomes restricted.
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, for example, interest rate sensitive instruments,
foreign currencies and stock portfolios) and which are exposed to exchange,
interest rate and stock market risks, may use the commodities markets primarily
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 merchandiser or 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 commodity 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 or sales of 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. Trading by the Partnerships will be for
speculative rather than for hedging purposes.
COMMODITY EXCHANGES
Commodity exchanges provide centralized market facilities for trading futures
contracts and options (but not forward contracts) relating to specified
commodities, indices and other intangibles. 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 (including the International Monetary Market), the
New York Mercantile Exchange, the Commodity Exchange, Inc. and the Coffee,
Sugar and Cocoa Exchange.
Each of the commodity exchanges 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
which enables the clearinghouse, at least to a large degree, to meet its
obligations with regard to the "other side" of an insolvent clearing member's
contracts. Furthermore, 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.
The exchanges also impose speculative position limits and other restrictions on
customer positions to help ensure that no single trader can amass a position
that would have a major impact on market prices.
Commodity exchanges in the United States and their clearinghouses are given
reasonable latitude in promulgating rules and regulations to control and
regulate their members. Examples of regulations by exchanges and clearinghouses
include the establishment of initial margin levels, size of trading units,
contract
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specifications, speculative position limits and daily price fluctuation limits.
The CFTC reviews all such rules (other than those relating to specific margin
levels for futures, as opposed to options) and can disapprove or, with respect
to certain of such rules, require the amendment or modification thereof.
Foreign commodity 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 "The Commodities Markets--Regulation" and "Risk Factors--Risks Relating to
Futures Trading and the Futures Interests Markets--Trading on Foreign
Exchanges."
SPECULATIVE POSITION LIMITS
The CFTC and United States commodity exchanges have established limits,
referred to as "speculative position limits" or "position limits," on the
maximum net long or net short speculative position which 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,
however, the CFTC requires each United States exchange to submit position
limits for all commodities traded on such exchange for approval by the CFTC.
Certain exchanges or their clearinghouses also set limits on the total net
positions that may be held by a clearing broker, such as DWR. However, position
limits do not apply to many currency futures contracts, and, in general, no
position limits are in effect in bank or dealer forward contract trading or in
trading on foreign commodity exchanges, although the principals with which the
Partnerships may trade in such markets may impose such limits as a matter of
credit policy. The futures interests positions of the Partnerships are not, and
will not be, attributable to Limited Partners with respect to their own
commodities trading, if any, for purposes of position limits.
DAILY LIMITS
Most United States commodity exchanges (but generally not foreign exchanges
or banks or dealers in the case of forward contracts) normally limit the amount
of fluctuation in commodity interest contract prices during a single trading
day by regulation. These regulations specify what are referred to as "daily
price fluctuation limits" or more commonly "daily limits." The daily limits
establish the maximum amount that the price of a commodity interest contract
may vary either up or down from the previous day's settlement price. Once the
daily limit has been reached in a particular commodity, no trades may be made
at a price beyond the limit. This can create liquidity problems.
REGULATIONS
Commodity exchanges in the United States are subject to regulation under the
CEAct by the CFTC, the governmental agency having responsibility for regulation
of commodity exchanges and futures interests contract trading conducted
thereon. The function of the CFTC is to implement the objectives of the CEAct
of preventing price manipulation and excessive speculation and promoting
orderly and efficient markets. Such regulation, among other things, provides
that trading in futures must be on exchanges designated as "contract markets,"
and that all trading on such exchanges must be done by or through exchange
members.
The CFTC possesses exclusive jurisdiction to regulate the activities of
"commodity trading advisors" and "commodity pool operators" and has adopted
regulations with respect to certain of such persons' activities. Pursuant to
its authority, 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 managers. If
the registration of a trading manager as a commodity trading advisor were to be
terminated, restricted or suspended, the trading manager 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.
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The CEAct requires all "futures commission merchants," such as DWR, 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 CFTC has similar authority over "introducing
brokers," i.e., persons who solicit or accept orders for commodity trades but
who do not accept margin deposits for the execution of trades. 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.
The fact of CFTC registration of the General Partner, DWR and the trading
managers does not imply that the CFTC has passed on or approved this offering
or their qualifications to act as described in the Prospectus.
Limited Partners are afforded certain rights for reparations under the
CEAct. Limited Partners 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 and the trading managers are all members of the NFA (the Partnerships
themselves are not required to become members of the NFA).
The above-described regulatory structure may be modified by rules and
regulations promulgated by the CFTC or by legislative changes enacted by
Congress.
The CFTC has no authority to regulate trading on foreign commodity exchanges
and markets. The CFTC has, however, adopted rules relating to the marketing of
foreign futures contracts and options in the United States. These rules permit
commodity options traded only on certain foreign exchanges to be offered and
sold in the United States. See "Risk Factors--Risks Relating to the Futures
Trading and the Futures Interests Markets--Trading on Foreign Exchanges."
MARGINS
"Initial" or "original" margin is the minimum amount of funds that must be
deposited by a commodity trader 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
commodity trader's performance of the commodity futures contracts he purchases
or sells. Futures contracts are customarily bought and sold on margins that
represent a very small percentage (ranging upward from less than 2%) of the
purchase price of the underlying commodity being traded. Because of such low
margins, price fluctuations occurring in the futures markets may create
profits and losses that are greater, in relation to the amount invested, than
are customary in other forms of investment or speculation. The minimum amount
of margin required in connection with a particular futures contract is set
from time to time 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 Trading and the Futures Interests
Markets--Futures Interests Trading is Highly Leveraged."
Brokerage firms, such as DWR, carrying accounts for traders in futures
contracts may not accept lower, and generally require higher, amounts of
margin as a matter of policy in order to afford further protection for
themselves. DWR presently intends to require each Partnership to make margin
deposits equal to the exchange minimum levels for all futures contracts. This
requirement may be altered from time to time at the discretion of DWR.
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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
done through DWR, each Partnership will be able to take advantage of DWR's
credit lines with several participants in the interbank market. The General
Partner does not anticipate that banks and dealers with which DWR and the
Partnerships may trade will require margin with respect to their trading of
currencies.
When a trader purchases an option, there is no margin requirement. When a
trader sells an option, on the other hand, he is required to deposit margin in
an amount determined by the margin requirements established for the futures
contract underlying the option, and, in addition, an amount substantially equal
to the current premium for the option. The margin requirements imposed on the
writing of options, although adjusted to reflect the probability that out-of-
the-money options will not be exercised, can in fact be higher than those
imposed in dealing in the futures markets directly. Complicated margin
requirements apply to "spreads" and "conversions," which are complex trading
strategies in which a trader acquires a mixture of related futures and options
positions.
Margin requirements are computed each day by a trader's commodity broker.
When the market value of a particular open futures contract position changes to
a point where the margin on deposit does not satisfy maintenance margin
requirements, a margin call is made by the commodity broker. If the margin call
is not met within a reasonable time, the broker may close out the trader's
position. With respect to a Partnership's trading, that Partnership, and not
its Limited Partners personally or any other Partnership, will be subject to
margin calls.
THE LIMITED PARTNERSHIP AGREEMENTS
This Prospectus contains an explanation of the more significant terms and
provisions of the Limited Partnership Agreement of each Partnership, a copy of
which is annexed hereto as Exhibit A and is incorporated herein by this
reference. Each Limited Partnership Agreement is identical insofar as the terms
and provisions thereof discussed hereunder are concerned, except to the extent
noted otherwise. The following description is a summary only of certain
significant terms of the Limited Partnership Agreement not set forth elsewhere
in this Prospectus, is not intended to be complete and is qualified in its
entirety by reference to Exhibit A.
NATURE OF THE PARTNERSHIPS
Each of the Partnerships was formed on April 29, 1994 under the Partnership
Act. The fiscal years of the Partnerships begin on January 1 of each year and
end on the following December 31.
Units purchased and paid for pursuant to this offering will be fully paid and
nonassessable. Except as described under "Restrictions on Transfers and
Assignments," Limited Partners may only withdraw from a Partnership by
redeeming all of their Units. Each Partnership may have a claim against its
Limited Partners after redemption or Series Exchange of Units or receipt of
distributions from such Partnership for liabilities of the Partnership that
arose before the date of such redemption, Series Exchange or distribution, but
such claim will not exceed the sum of such Limited Partner's unredeemed capital
contribution, undistributed profits, if any, and any redemptions, and amounts
deemed received on a Series Exchange or distributions, together with interest
thereon. No Partnership will make a claim against its Limited Partners with
respect to amounts distributed to them or amounts received by them upon
redemption of Units or deemed received upon a Series Exchange of Units unless
the assets of the Partnership are insufficient to discharge liabilities of the
Partnership that arose before the payment of such amounts. The General Partner
will be liable for all obligations of each Partnership to the extent that
assets of such Partnership, including amounts contributed by its Limited
Partners and paid out in distributions, redemptions, Series Exchanges, or
otherwise to Limited Partners, are insufficient to discharge such obligations.
However, neither the General Partner, DWR, nor any of their affiliates shall be
personally liable to a Limited Partner (or assignee) for the return or
repayment of all or any portion of the capital or profits of such Limited
Partner.
MANAGEMENT OF PARTNERSHIP AFFAIRS
The Limited Partners of a Partnership will not participate in the management
or operations of such Partnership. Any participation by a Limited Partner in
the management of a Partnership may jeopardize the limited liability of such
Limited Partner. Under each Limited Partnership Agreement, responsibility for
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managing the Partnership is vested solely in the General Partner. See
"Fiduciary Responsibility." The General Partner may delegate complete trading
authority to trading managers and has done so, except for the ability of the
General Partner to override trading instructions that violate a Partnership's
trading policies, or to the extent necessary to fund distributions,
redemptions, Series Exchanges, or reapportionments among trading managers or
to pay Partnership expenses, or when a trading manager is unable or unwilling
to act.
On behalf of each Partnership, the General Partner may engage and compensate
from the funds of that Partnership such persons as the General Partner in its
sole judgment deems advisable for the conduct and operation of the business of
the Partnership, provided however, that, except as described in the Limited
Partnership Agreement and this Prospectus, the General Partner will not engage
on behalf of a Partnership any person, firm, or corporation that is an
affiliate of the General Partner 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 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
will not exceed one year, and such agreement may be terminable without penalty
upon 60 days' prior written notice by the Partnership.
Other responsibilities of the General Partner include, but are not limited
to, the following: determining whether each Partnership will make
distributions; administering redemptions or Series Exchanges; preparing
monthly and annual reports to the Limited Partners of each Partnership;
directing the investment of a Partnership's assets (other than investments in
futures interests); executing various documents on behalf of each Partnership
and its Limited Partners pursuant to powers of attorney; and supervising the
liquidation of a Partnership if an event causing termination of that
Partnership occurs. To facilitate the execution of various documents by the
General Partner on behalf of each Partnership and its Limited Partners, each
of the Limited Partners will appoint the General Partner, with power of
substitution, his attorney-in-fact by executing a Subscription Agreement.
SHARING OF PROFITS AND LOSSES
Each Partner, including the General Partner, of each Partnership will have a
capital account with an initial balance equal to the amount he paid for Units
of such Partnership, or, in the case of the General Partner, its capital
contribution. Each Partnership's Net Assets will be determined monthly, and
any increase or decrease from the end of the preceding month will be added to
or subtracted from the accounts of the Partners in the ratio that each account
bears to all accounts. For a description of the federal tax allocations, see
"Material Federal Income Tax Considerations."
RESTRICTIONS ON TRANSFERS OR ASSIGNMENTS
Except as set forth below, each Limited Partnership Agreement provides that
Units may be transferred or assigned, but that no transferee or assignee may
become a substituted Limited Partner without the written consent of the
General Partner, which consent may be withheld in its sole discretion. Nor may
a Limited Partner, an assignee, transferee, or the estate of any beneficiary
of a deceased Limited Partner withdraw any capital or profits from the
Partnerships except by redemption of Units. See "Redemptions." The General
Partner, without prior notice to or consent of the Limited Partners, may
withdraw any portion of its interest in a Partnership that is in excess of the
interest required under its Limited Partnership Agreement.
Any transfer or assignment of Units permitted by the Limited Partnership
Agreements will be effective as of the end of the month in which such transfer
or assignment is made; provided, however, that no Partnership need recognize
any transfer or assignment until it has received at least 30 days' prior
written notice from the Limited Partner, which notice sets forth the address
and social security or taxpayer identification number of the transferee or
assignee and the number of Units transferred or assigned, and is signed by the
Limited Partner. No transfers or assignments of Units will be effective or
recognized by the General Partner if as a result any party to such transfer or
assignment owns fewer than the minimum number of Units required to be
purchased as described herein (subject to certain exceptions relating to
gifts, death, divorce, or transfers to family members or affiliates contained
in the Limited Partnership Agreements). No transfer or assignment of Units
will be permitted unless the General Partner is satisfied that (i) such
transfer or assignment would not
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be in violation of the Partnership Act or applicable federal, state or foreign
securities laws, and (ii) 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 Code. No transfer or assignment
of Units will be effective or recognized by a Partnership if such transfer or
assignment would result in the termination of that Partnership for federal
income tax purposes, and any attempted transfer or assignment in violation of
the Limited Partnership Agreement will be ineffective. The transfer or
assignment of Units will be subject to all applicable securities laws. The
Limited Partner will bear all costs (including any attorneys' and accountants'
fees) related to such transfer or assignment.
AMENDMENTS; MEETINGS
Each Limited Partnership Agreement may be amended in accordance with, and to
the extent permissible under, the Partnership Act by an instrument signed by
the General Partner and by Limited Partners owning more than 50% of the Units
then owned by Limited Partners of that Partnership. In addition, the General
Partner may make the following amendments to a Limited Partnership Agreement
without the consent of the Limited Partners to: (i) change the name of the
Partnership; (ii) clarify any inaccuracy or any ambiguity, or reconcile any
inconsistent provisions in the Limited Partnership Agreement; (iii) make any
amendment to the Limited Partnership Agreement that is not adverse to the
Limited Partners; (iv) effect the intent of the allocations proposed in the
Limited Partnership Agreement to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such allocations;
(v) attempt to ensure that the Partnership is not taxed as an association
taxable as a corporation for federal income tax purposes; (vi) qualify or
maintain the qualification of the Partnership as a limited partnership in any
jurisdiction; (vii) delete or add any provision of or to the Limited
Partnership Agreement required to be deleted or added 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 Partnership Act, or to comply with applicable laws; (viii)
make any modification to the Limited Partnership Agreement to reflect the
admission of additional or substitute general partners and to reflect any
modification to the net worth requirements applicable to the General Partner
and any other general partner, as contemplated by Section 5 of the Limited
Partnership Agreement; (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 ("1940 Act"), the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), or "plan asset" regulations adopted under ERISA; 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. However, no amendment of the Limited Partnership
Agreement of a Partnership without the consent of all Partners affected thereby
may 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 such Limited Partnership Agreement relating to
amendments requiring the consent of all Partners.
Any Limited Partner, upon written request addressed to the General Partner
and 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 of the Partnership(s) in which he owns Units 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 of a Partnership, that a meeting of such Partnership be called to
consider any matter upon which Limited Partners may vote pursuant to its
Limited Partnership Agreement, the General Partner, by written notice to each
Limited Partner of record mailed within 15 days after such notice, must call a
meeting of that Partnership. Such meeting must be held at least 30 but not more
than 60 days after the mailing of such notice, and such notice must specify the
date, a reasonable time and place and the purpose of such meeting.
At any such meeting, upon the affirmative vote of Limited Partners owning
more than 50% of the Units then owned by Limited Partners of a Partnership, the
following actions may be taken: (i) the Limited Partnership Agreement may, with
certain exceptions described above, be amended; (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, becomes
insolvent, bankrupt or is dissolved; (v) any contracts with the General Partner
or any of its affiliates may be terminated without penalty on 60 days' prior
written notice; and (vi) the sale of all or
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substantially all of the assets of the Partnership may be approved, provided,
however, that no such action may be taken if it will adversely affect the
classification of the Partnership as a partnership under United States federal
income tax laws or the status of the Limited Partners as limited partners
under the Partnership Act (while not required by the Limited Partnership
Agreement, it is advisable that Limited Partners proposing to take any of the
foregoing actions obtain an opinion of qualified counsel to confirm that the
action to be taken will not have adverse ramifications under federal income
tax laws and the Partnership Act, and that such action is otherwise permitted
under the Partnership Act).
REPORTS TO LIMITED PARTNERS
The books and records of each Partnership will be maintained at its
principal office. To the extent required by CFTC regulations, the Limited
Partners will have the right at all times during normal business hours to have
access to and copy such books and records of each Partnership of which they
are Limited Partners, in person or by their authorized attorney or agent, and,
upon request, copies of such books and records will be sent to any Limited
Partner if reasonable reproduction and distribution costs are paid by him.
Within 30 days after the close of each calendar month, the General Partner
shall provide such financial and other information with respect to each
Partnership as the CFTC and NFA, from time to time, may require in such
monthly reports, together with information concerning any material change in
the brokerage fees payable by the Partnerships to DWR. In addition, if any of
the following events occurs, notice of such event will be mailed to each
Limited Partner of that Partnership within seven business days of the
occurrence of the event: (i) 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; (ii) any
material amendment to the Limited Partnership Agreement; (iii) any change in
trading managers or any material change in the management agreement with a
trading manager; (iv) any change in commodity brokers or any material change
in the compensation arrangement with a commodity broker; (v) any change in
general partners or any material change in the compensation arrangement with a
general partner; (vi) any change in the Partnership's fiscal year; (vii) any
material change in the Partnership's trading policies as specified in the
Limited Partnership Agreement; or (viii) cessation of futures interests
trading by the Partnership. In the case of a notice given in accordance with
clause (i) of the immediately preceding sentence; (a) 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 described under "Redemptions" for
regular Redemption Dates (a Special Redemption Date may take place on a
regular Redemption Date); and (b) 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. Additionally, each
Partnership will distribute to the Limited Partners within 90 days after the
close of each fiscal year an annual report containing audited financial
statements (including a statement of income and 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 certified public accounting firm which audited such financial
statement, and such other information as the CFTC and the 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. Within 75 days after the close
of each fiscal year (but in no event later than March 15 of each year), the
Partnership will report to each Limited Partner tax information necessary for
the preparation of the Limited Partner's federal income tax returns. The Net
Asset Value of Units is determined daily by the General Partner and the most
recent Net Asset Value calculations will be promptly supplied in writing to
any Limited Partner after receipt of a request in writing to such effect. In
addition to the above-described information and reports, the General Partner
will provide Limited Partners with such other information and will comply with
any such procedures in connection with redemptions as in the future are
specifically required under Securities and Exchange Commission rules and
policies for commodity pools and similiar investment vehicles.
Each Limited Partner (and any assigns of such Limited Partner's interest)
expressly agrees that in the event of his death, such Limited Partner waives
on behalf of himself and his estate, and 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.
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PLAN OF DISTRIBUTION
The Units are being offered through DWR pursuant to a Selling Agreement
among the Partnerships the General Partner and DWR. DWR, with the approval of
the General Partner, may appoint as its agent to make offers and sales of the
Units any securities broker or dealer which is a member in good standing of
the NASD, or any foreign bank, dealer, institution or person ineligible for
membership in the NASD which agrees to make no offers or sales of Units within
the United States or its territories, possessions or areas subject to its
jurisdiction or to persons who are citizens thereof or residents therein, and
which further agrees in making offers and sales of Units to comply with the
applicable provisions of the Rules of Fair Practice of the NASD ("Additional
Sellers"). DWR and the General Partner are "affiliates" of one another under
the rules of the 1933 Act.
The Units are being offered on a best efforts basis without any agreement by
DWR to purchase Units. The General Partner initially registered 30,000,000
Units and has registered an additional 8,500,000 Units with the SEC to cover
continuing sales and Exchanges of Units. The additional 8,500,000 Units have
been allocated among the Partnerships as follows: Spectrum Strategic
2,500,000; Spectrum Technical 5,000,000; and Spectrum Balanced 1,000,000. The
General Partner may in the future register additional Units with the SEC.
Subject to this limitation, 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 no such subdivision or combination shall affect the
Net Asset Value of any Limited Partner's interest in the Partnership.
Units will be offered during a continuing offering (the "Continuing
Offering") for sale at monthly closings to be held as of the last day of each
month ("Monthly Closings"). Units will be offered and sold at a price per Unit
equal to 100% of the Net Asset Value of a Unit of the Partnership which sells
the Unit. An amount equal to 100% of the Net Asset Value of each Unit sold at
a Monthly Closing will be delivered to the Partnership which sold the Unit.
During the Continuing Offering, subscriptions received and not immediately
rejected by the General Partner will be transferred to, and held in escrow by,
Chemical Bank, New York, New York, (the "Escrow Agent") and invested solely in
the Escrow Agent's interest-bearing money market account. If a subscription is
accepted by the General Partner, the Escrow Agent will pay to the appropriate
Partnerships the subscription funds and pay to DWR any interest earned on such
subscription funds at the applicable Closing, and DWR will credit the
subscriber's customer account with DWR with such interest. If a subscription
is rejected by the General Partner, the Escrow Agent will promptly pay to DWR
the rejected subscription funds and any interest earned thereon, and DWR will
credit the subscriber's customer account with DWR with such amounts and at
such time such funds will be immediately available for investment or
withdrawal. In the event a subscriber's customer account with DWR has been
closed, any subscription returned and/or interest earned will be paid by
check. Interest will be earned on subscription funds from the day of deposit
of such funds with the Escrow Agent to the day that such funds are either paid
to the appropriate Partnerships in the case of accepted subscriptions or paid
to DWR in the case of rejected subscriptions.
Until a Partnership terminates, DWR will also continue to compensate those
of its employees who participated in this offering and continue to render
certain services to Limited Partners by paying them up to 72% of the brokerage
fees attributable to outstanding Units sold by them and received by DWR as
commodity broker for each Partnership beginning, (i) in the case of Spectrum
Strategic and Spectrum Technical, with the seventh month following the closing
at which a Unit was issued, (ii) in the case of Spectrum Balanced, with the
tenth month after the closing at which a Unit was issued, and (iii) in the
case of a Unit purchased pursuant to a Non-Series Exchange, with the first
month after the closing at which such Unit was issued. For this purpose,
brokerage fees are deemed to be attributable to Units sold by an employee in
the proportion which the number of such Units bears to the total number of
Units outstanding at any time. For example, if an employee sold 200 Units of
one Partnership and there were 10,000 Units of such Partnership outstanding,
2% (200 divided by 10,000) of the brokerage fees received by DWR with respect
to such Partnership would be deemed to be attributable to the Units sold by
that employee, and such employee would be paid by DWR, under present plans, up
to 72% of such fees. Units issued to a Limited Partner on a Series Exchange
will be treated for purposes of allocating brokerage fees as sold by the
employee who sold the Units subject to such Series Exchange. No part of such
compensation will be paid by a Partnership and, accordingly, Net Assets will
not be reduced as a result of such compensation. Each person receiving such
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" under the CEAct and
the regulations thereunder. Such additional
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services include: (a) 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; (b) inquiring of the General Partner, at the request of
Limited Partners, regarding the futures interests markets and the activities of
the Partnerships; (c) 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; (d)
providing advice to Limited Partners as to when and whether to make additional
investments or to redeem or Exchange Units; (e) assisting Limited Partners in
the redemption or Exchange of Units; and (f) providing such other services as
Limited Partners from time to time may reasonably request. Such 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 between DWR, the
General Partner and the Partnerships provides that such compensation may only
be paid by DWR as long as such services are provided. A Limited Partner may
telephone, write or visit such employee at the local DWR branch office to avail
himself of such services.
DWR may compensate any qualified Additional Seller for each Unit sold by it
by paying such Additional Seller a selling commission as determined by DWR and
such Additional Seller, but not to exceed 3% of the Net Asset Value of the Unit
sold. Any such selling commission will be payable solely by DWR from its own
funds. Additional Sellers who are properly registered with the CFTC and are
members of the NFA may also receive from DWR (solely from its own funds)
additional compensation for providing the above described continuing services
to Limited Partners. Such additional compensation paid by DWR may be up to 35%
of the brokerage fees generated by outstanding Units sold by such Additional
Sellers and received by DWR as commodity broker for each Partnership.
Additional Sellers may pay all or a portion of such additional compensation to
their employees who have sold Units and provide continuing services to Limited
Partners if such employees are properly registered with the CFTC and are
members of the NFA. Such additional compensation paid by DWR may be deemed to
be underwriting compensation.
DWR will not pay to its employees the 3% gross sales credit described above
with respect to Units purchased pursuant to a Series Exchange or Non-Series
Exchange. Such employees will receive gross sales credits with respect to
brokerage fees which are charged to a Partnership which are comparable to the
gross sales credits which were received by such employees with respect to the
other partnerships in the Series Exchange or Non-Series Exchange.
In connection with the sale of Units, DWR may at any time and from time to
time implement cash sales incentive and/or promotional programs for its
employees who sell Units. Such programs will provide for DWR, and not the
Partnership or General Partner, to pay its employees bonus compensation and/or
gift items based on sales of Units. Any such program will be approved by the
NASD prior to its implementation.
The aggregate of all commissions paid to employees of DWR from the initial 3%
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.
The Units of each Partnership are being sold by each Partnership when, as and
if subscriptions therefor are accepted by the General Partner, subject to the
satisfaction of certain conditions set forth in the Selling Agreement and the
approval by counsel of certain legal matters. Each Partnership has agreed to
indemnify each of its trading managers in connection with the offer and sale of
Units with respect to any misleading or untrue statement or alleged misleading
or untrue statement of a material fact or material omission or alleged omission
unrelated to such trading manager. Each Partnership also has agreed to
indemnify DWR and any Additional Sellers in connection with the offer and sale
of Units. See "Fiduciary Responsibility."
If units of new partnerships of the Spectrum Series are offered for sale by
the General Partner, such offer would be on such terms as the General Partner
may determine. The expenses incurred in this offering and the pricing formulas
described above would not be determinative of the price per unit in any such
subsequent offering.
SUBSCRIPTION PROCEDURE
The minimum subscription for most subscribers is $5,000, except that the
minimum investment is (a) $2,000 in the case of an IRA; or (b) for eligible
subscribers purchasing Units pursuant to a Non-Series Exchange, the lesser of
(i) $5,000 ($2,000 in the case of IRAs), (ii) the proceeds from the sale of
five units (two units in the case
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of IRAs), or (iii) the proceeds of the redemption of such subscriber's entire
interest in another commodity pool for which the General Partner serves as the
general partner and commodity pool operator. See "Investment Requirements." A
subscriber whose subscription is accepted by the General Partner at a closing
and who desires to make an additional investment in the Partnerships may
subscribe for Units at a subsequent closing with a minimum investment in any
Partnership of $500.
In order to purchase Units, other than by a Series Exchange or a Non-Series
Exchange, a subscriber must complete, execute and deliver an execution copy of
a Subscription Agreement to DWR. In the Subscription Agreement, a subscriber
will authorize the General Partner and DWR to transfer immediately the full
subscription price from his customer account with DWR to the Partnerships'
Escrow Account. DWR will promptly debit the subscriber's customer account and
transfer such funds to the Escrow Account with the Escrow Agent upon receipt of
the executed Subscription Agreement. A subscriber whose Subscription Agreement
is received by DWR and whose subscription is not immediately rejected, must
have the appropriate amount in his customer account with DWR on the first
business day following the date that his Subscription Agreement is received by
DWR, and DWR will debit his customer account and transfer such funds into
escrow with the Escrow Agent on that date. In the event that a subscriber does
not have a customer account with DWR or does not have sufficient funds in his
existing customer account with DWR, the subscriber should make appropriate
arrangements with his DWR account executive, if any, and if none, should
contact his local DWR 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 the subscriber for proper
placement with the DWR branch office where his account is maintained.
Additional investments in the Partnerships for subscribers who already own
Units must be made by executing a Subscription Agreement authorizing the
immediate transfer of funds from the customer's account with DWR to the Escrow
Agent. In the case of an Exchange, a subscriber will authorize the General
Partner to redeem all or a portion of such subscriber's interest in another
commodity pool for which the General Partner serves as general partner and
commodity pool operator (subject to terms of the applicable limited partnership
agreements) and use the proceeds of such redemption (less any applicable
redemption charges) to purchase Units in the Partnership[s].
In the case of a subscription on behalf of an IRA or other employee benefit
plan, merely subscribing for Units does not create a plan. Those considering
the purchase of Units on behalf of an IRA or other employee benefit plan must
first ensure that the plan has been properly established in accordance with the
Code and the regulations thereunder and administrative rulings thereof and that
the plan has been adequately funded. If an IRA or other employee benefit plan
has been properly established and adequately funded, the trustee or custodian
of the plan who decides to or who is instructed to do so may subscribe for
Units. Payment of the subscription price must be made by having the trustee or
custodian of the plan authorize the General Partner and DWR to transfer
immediately the full subscription price to the Dean Witter Spectrum Series
Escrow Account from the plan's customer account with DWR. An employee benefit
plan, including an IRA, should consider the tax consequences of an investment
in the Partnerships. See "Purchases by Employee Benefit Plans--ERISA
Considerations."
All Units subscribed for upon DWR's transfer of funds from a customer account
following its receipt of a check of a subscriber will be issued subject to the
collection of the funds represented by such check. In the event that a check of
a subscriber for Units representing funds transferred from a DWR customer
account in payment for Units is returned unpaid, DWR will notify the General
Partner and the relevant Partnership will cancel the Units issued to such
subscriber represented by such check. Any losses or profits sustained by the
Partnership in connection with the Partnership's business allocable to such
cancelled Units will be deemed a decrease or increase in Net Assets and
allocated among the remaining Partners. In the Limited Partnership Agreement,
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 such Limited Partner.
All subscriptions for Units are generally irrevocable by subscribers,
provided, however, that there may be possible 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. See "Plan of
Distribution." A specimen form of the Subscription Agreement is annexed hereto
as Exhibit B. Separate execution copies of the Subscription Agreement can be
obtained from a local DWR branch office. Limited Partners will not receive
certificates evidencing Units, but will be sent confirmations of purchase in
DWR's customary form.
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PURCHASES BY EMPLOYEE BENEFIT PLANS--ERISA CONSIDERATIONS
The purchase of Units might or might not be a suitable investment for an
employee benefit plan. Before proceeding with a purchase of Units, the person
with investment discretion on behalf of an employee benefit plan should
determine whether the purchase of Units is (a) permitted under the governing
instruments of the plan and (b) 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, free from federal income tax until
such time as funds are distributed from the plan. Such plans include corporate
pension and profit-sharing plans (such as 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").
Notwithstanding the general requirement that investors in one or more
Partnerships must invest a minimum of $5,000, a minimum purchase requirement of
$2,000 has been set for IRAs. The minimum subscription for any of the three
Partnerships must be at least $1,000, with certain exceptions. See "Investment
Requirements." Greater minimum purchases may be mandated by the securities laws
and regulations of certain states, and each investor should consult the
Subscription Agreement to determine the applicable investment requirements. See
"Subscription Procedure."
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 such
an entity if the equity security is a "publicly-offered security," meaning it
is (1) freely transferable, (2) held by more than 100 investors independent of
the issuer and of each other, and (3) either (i) registered under Section 12(b)
or Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934
Act") or (ii) sold to the plan as part of a public offering of such 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. It is expected that the Units currently meet and are expected to
continue to meet the criteria of the Regulation.
The General Partner believes, based upon the advice of its legal counsel,
that income earned by the Partnerships will not constitute "unrelated business
taxable income" under Section 512 of the Code to employee benefit plans and
other tax-exempt entities which purchase Units in one or more of the
Partnerships. 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. The person with
investment discretion on behalf of an employee benefit plan who is considering
the purchase of Units in one or more of the Partnerships should consult his or
her professional tax adviser regarding the application of the foregoing matters
to their 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 manager or any of
their respective affiliates either: (a) has investment discretion with respect
to the investment of such plan assets; (b) has authority or responsibility to
give or regularly gives investment advice with respect to such plan assets for
a fee and pursuant to an agreement or understanding that such advice will serve
as a primary basis for investment decisions with respect to such plan assets
and that such advice will be based on the particular investment needs of the
plan; or (c) is an employer maintaining or contributing to such plan.
Subscribing for Units in a Partnership does not create an IRA or other
employee benefit plan. Those considering the purchase of Units on behalf of an
IRA or other employee benefit plan must first ensure that the plan has been
properly established in accordance with the Code and the regulations and
administrative rulings thereunder and that the plan has been adequately funded.
Then, after all of the considerations discussed above
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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 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 OR ANY PARTNERSHIP THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR
PLAN OR THAT THIS 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, that the following summary correctly describes the
material federal income tax consequences to United States taxpayers of
acquiring, owning and disposing of Units. The opinions appearing in this
section are the opinions of Cadwalader, Wickersham & Taft, except as otherwise
specifically noted herein. The following summary is based upon the Internal
Revenue Code of 1986, as amended (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 which follow in
general relate only to the tax implications of an investment in the
Partnerships by individuals who are citizens or residents of the United States.
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 and 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.
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
taxable as a corporation. 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.
The opinion of counsel described above is based upon the facts set forth
herein, including that (i) the General Partner will maintain a net worth
(exclusive of its interest in the Partnerships and any other limited
partnership) equal to the sum of at least 10% of the total contributions to the
Partnerships and any other limited partnership for which it acts as general
partner (or, if the total contributions to the Partnerships or to any other
limited partnership are less than $2,500,000, of at least 15% of total
contributions to the Partnerships and to any other limited partnership or
$250,000, whichever is lesser); (ii) the General Partner's interest in each
item of each Partnership's income, gain, loss, deduction, or credit will be
equal to at least 1% of each such item; (iii) the Limited Partners will not
own, directly or indirectly, individually or in the aggregate, more than 20% of
the stock of the General Partner or of any affiliate of the General Partner;
and (iv) a principal activity of each Partnership consists of buying and
selling commodities not held as inventory, or futures, options and forward
contracts with respect to such commodities, and at least 90% of each
Partnership's income consists of gains from such trading and interest income.
Certain "publicly traded partnerships" are taxed as corporations. While this
treatment does not affect the Partnerships, new legislation governing the
taxation of limited partnerships may be enacted at any time, and may apply to
the Partnerships retroactively. If a partnership were classified as an
association taxable as a corporation, income or loss of such partnership would
not be passed through to its partners, and such partnership would be subject to
tax on its income without deduction for any distributions to its partners, at
the rates applicable to corporations. 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.
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PARTNERSHIP TAXATION
Partners, Rather than Partnership, Subject to Federal Income Tax. Each
Partnership, as an entity, will not be subject to federal income tax. Except
as provided below with respect to certain nonresident aliens, each Limited
Partner in computing his federal income tax liability for a taxable year will
be required to take into account his distributive share of all items of
Partnership income, gain, loss, deduction, and credit for the taxable year of
the Partnership ending within or with the taxable year of such Partner,
regardless of whether such Partner has received any distributions from the
Partnership. 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).
Allocation of Partnership Profits and Losses. For federal income tax
purposes, a Limited Partner's distributive share of items of Partnership
income, gain, loss, deduction, and credit will be determined by each Limited
Partnership Agreement, annexed hereto as Exhibit A, unless an allocation under
such Agreement does not have "substantial economic effect" or is not in
accordance with the Partners' interests in the Partnership. The allocations
provided by each Limited Partnership Agreement are described under "The
Limited Partnership Agreement--Sharing of 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
realized capital gains and losses are generally allocated among all Partners
based upon their respective capital accounts. However, net realized capital
gain and 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 realized capital gains for
each year are 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 realized capital 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.
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, especially in light of
recently issued final regulations.
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
Distributions by a Partnership and amounts received upon the partial or
complete redemption of a Limited Partner's Units normally will not be taxable
to the Limited Partners. However, if cash distributions by a Partnership or
amounts received upon redemption by a Limited Partner exceed such Partner's
adjusted tax basis in his Units, the 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
Because each Partnership will purchase futures interests contracts for its
own account and not for the account of others, because each Partnership will
not maintain an inventory of futures interests contracts, because
substantially all of the expected return of any combination of each
Partnership's futures interests positions will not be attributable to the time
value of such Partnership's net investment in such positions, and because each
Partnership will be considered a "qualified fund" for purposes of its foreign
currency forward
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contracts, for federal income tax purposes substantially all of the profit and
loss generated by each Partnership from its trading activities will be capital
gain and loss, which in turn may be either short-term, long-term or a
combination of both. 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
such gain or loss, and long-term capital gain or loss to the extent of 60% of
such gain or loss. For individual partners, long-term capital gains are taxed
at a maximum marginal rate of 28% while short-term capital gains are currently
taxed at a maximum marginal rate of 39.6%. For corporate partners, long-term
and short-term capital gains are taxed at the same effective rate.
A "Section 1256 contract" includes a "regulated futures contract," a
"foreign currency contract," a "nonequity option," and a "dealer equity
option." A "regulated futures contract" is a futures contract which is traded
on or subject to the rules of a national securities exchange which is
registered with the SEC, a domestic board of trade designated as a contract
market by the CFTC, or any other board of trade, exchange or other market
designated by the Secretary of the Treasury ("a qualified board or exchange"),
and which is "marked-to-market" to determine the amount of margin which must
be deposited or may be withdrawn. A "foreign currency contract" is a contract
which requires delivery of, or the settlement of which depends upon the value
of, a foreign currency which is a currency in which positions are also traded
through regulated futures contracts, which is traded in the interbank market,
and which is entered into at arm's length at a price determined by reference
to the price in the interbank market. (The Secretary of the Treasury is
authorized to issue regulations excluding certain currency forward contracts
from mark-to-market treatment.) A "nonequity option" means an option which is
traded on a qualified board or exchange and the value of which is not
determined directly or indirectly by reference to any stock (or group of
stocks) or stock index, unless (i) there is in effect a designation by the
CFTC of a contract market for a contract based on such group of stocks or
stock index or (ii) such option is a cash-settled option on a stock index that
the SEC has determined to be "broad based." A "dealer equity option" means,
with respect to an options dealer, any listed option which is an equity
option, is purchased or granted by such options dealer in the normal course of
his activity of dealing in options, and is listed on the qualified board or
exchange on which such options dealer is registered. Each Section 1256
contract held at the end of a Partnership's taxable year will be treated as
having been sold for its fair market value on the last day of such taxable
year, and gain or loss will be taken into account for such year. The
Partnerships expect that a portion of their trading activities will be
conducted in Section 1256 contracts; however, 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").
Gain or loss with respect to foreign currency forward and futures contracts
that are not traded on U.S. exchanges or on certain foreign exchanges
designated as "qualified boards or exchanges" by the Internal Revenue Service,
("foreign currency positions") is treated as capital gain or loss only if held
by an electing "qualified fund." In general, a "qualified fund" is an electing
partnership that: (1) has at least 20 unrelated partners (no one of which owns
more than 20% of the capital or profits of the partnership); (2) has as a
principal activity the buying and selling of options, futures, or forwards
with respect to commodities; and (3) receives at least 90% of its gross income
from interest, dividends, gains from the sale or disposition of capital assets
held for the production of interest or dividends, and income and gain from
futures, forward, and option contracts with respect to commodities. All such
foreign currency positions held by a qualified fund are treated as "Section
1256 contracts" (i.e., marked-to-market at year end) and gain or loss with
respect to all such foreign currency positions is treated as 100% short-term
gain or loss. Gain or loss with respect to "regulated futures contracts,"
"foreign currency contracts" and "nonequity options" is treated as 60% long-
term gain or loss and 40% short-term gain or loss. The General Partner has
made a qualified fund election for the Partnerships.
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.
During taxable years in which little or no profit is generated from trading
activities, a Limited Partner may still have interest income.
A Partnership may engage in spread and straddle trading (i.e., holding
offsetting positions whereby the risk of loss from holding either or both
position(s) is substantially diminished). Realized losses with respect to any
position in a spread or straddle are taken into account for federal income tax
purposes only to the extent that the losses exceed unrecognized gain (at the
end of the taxable year) from offsetting positions, successor positions, or
offsetting positions to the successor positions. Thus, spreads and straddles
may not be used to
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defer gain from one taxable year to the next. For purposes of applying the
above rules restricting the deductibility of losses with respect to offsetting
positions, if a Partner takes into account gain or loss with respect to a
position held by the Partnership, the Partner will be treated as holding the
Partnership's position, except to the extent otherwise provided in the
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. 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. A portion of the gain on a "conversion transaction,"
including certain spread and straddle trading, may be characterized as ordinary
income where substantially all of the expected return is attributable to the
time value of the net investment in the transaction.
Pursuant to current Proposed and Temporary Treasury Regulations, the holding
period of any position included in a straddle begins anew when the straddle is
terminated unless the position was held for more than the long-term capital
gain and loss holding period before the straddle was established. Further, the
loss on any position included in a straddle will be treated as a long-term
capital loss if, at the time the loss position was acquired, the taxpayer held
offsetting positions with respect to such loss position that would give rise
only to long-term capital loss if such offsetting positions were disposed of on
the day the loss position was acquired.
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 which of the following four alternatives a Partnership elects to
pursue. A Partnership may elect to treat Section 1256 positions as non-Section
1256 positions, and the mixed straddle would be subject to the rules governing
non-Section 1256 straddles. Alternatively, a Partnership may identify the
positions of a particular straddle as an "identified mixed straddle" under
Section 1092(b)(2) of the Code and, thereby, net the capital gain or loss
attributable to the offsetting positions. The net capital gain or loss is
treated as 60% long-term and 40% short-term capital gain or loss if
attributable to the Section 1256 positions, or all short-term capital gain or
loss if attributable to the non-Section 1256 positions. Alternatively, a
Partnership may place the 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. If a Partnership does not make any
of the aforementioned three elections, any net loss attributable to either the
Section 1256 or the non-Section 1256 positions will be treated as 60% long-term
and 40% short-term capital loss, while any net gain would be treated as 60%
long-term and 40% short-term capital gain, or all short-term capital gain,
depending upon whether the net gain was attributable to Section 1256 positions
or non-Section 1256 positions.
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 lesser of the
tax basis of his Units or (in the case of certain Limited Partners, including
individuals and closely-held C corporations) the amounts for which he is "at
risk" with respect to such interest 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 of a Partnership (100% of the Net Asset Value of a Unit during the
Continuing Offering). 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, including gains. The amount for which a Limited Partner is "at risk"
with respect to his interest in a Partnership is generally equal to his tax
basis for such interest, less: (i) any amounts borrowed in connection with his
acquisition of such interest for which he is not personally liable and for
which he has pledged no property other than his interest; (ii) any amounts
borrowed from persons who have a proprietary interest in such 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 Partner only as so-called itemized deductions and, therefore,
will not reduce the federal taxable income of a Partner who
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does not itemize his deductions. Furthermore, an individual who is subject to
the alternative minimum tax for a taxable year will not realize any tax
benefit from such itemized deductions.
Limitations on Deductibility of Passive Losses. In general, losses from a
passive activity ("passive losses") are disallowed to the extent such losses
exceed income from all passive activities ("passive income"). A passive
activity is defined as a trade or business in which the taxpayer does not
materially participate unless otherwise provided in Treasury Regulations.
Proposed and Temporary Treasury Regulations provide that the trading of
personal property, such as commodities, will not be treated as a passive
activity. Accordingly, a Limited Partner's distributive share of items of
income, gain, deduction, or loss from a Partnership will not be treated as
passive income or loss and Partnership gains allocable to Limited Partners
will not be available to offset passive losses from sources outside such
Partnership. Partnership gains allocable to Limited Partners will, however, be
available to offset losses with respect to "portfolio" investments, such as
stocks and bonds. Moreover, any Partnership losses allocable to Limited
Partners will be available to offset other income, regardless of source. Final
Treasury Regulations may modify the Proposed and Temporary Regulations, and
such regulations may be retroactive in effect.
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 (for tax years beginning in 1995, this
amount is $114,700 ($57,350 in the case of married individuals filing a
separate return)) and (ii) 80% of such itemized deductions. Based upon the
activities of the Partnerships, the General Partner has been advised by its
legal counsel that, in such counsel's opinion, that 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.
Tax on Capital Gains and Losses. For individuals, trusts and estates, "net
capital gains" are currently taxed at a maximum marginal tax rate of 28%,
while other income is 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
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. An alternative minimum tax may be imposed on
Limited Partners, depending on their particular circumstances. This tax, with
respect to taxpayers other than corporations, will be assessed to the extent
that 26% of the first $175,000 ($87,500 for married individuals filing a
separate return) of "alternative minimum taxable income" in excess of the
exemption amount ($45,000 in the case of married taxpayers filing joint
returns or a surviving spouse; $33,750 in the case of an unmarried taxpayer
who is not a surviving spouse; or $22,500 in the case of a married individual
filing a separate return or an estate or trust) plus 28% of the balance of
such excess exceeds the taxpayer's regular federal income tax liability
(subject to special modification) for the year. The alternative minimum tax
exemption is phased-out for individual taxpayers with alternative minimum
taxable income in excess of $112,500 ($150,000 for married taxpayers filing a
joint return and surviving spouses; $75,000 for married individuals filing
separate returns, estates and trusts). "Alternative minimum taxable income" is
equal to adjusted gross income computed without deducting normal net operating
losses, less specified net operating losses, credits, trust distributions and
itemized deductions, and increased by certain tax preferences. Long-term
capital gains are taxed at a maximum 28% rate. However, the limitation on the
long-term capital gains rate does not give rise to an adjustment or increase
in "alternative minimum taxable income." Therefore, transactions in Section
1256 contracts should not directly affect the application of the alternative
minimum tax. The extent, if any, to which the alternative minimum tax will be
imposed will depend on the overall tax situation of each Limited Partner at
the end of each 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
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generally deductible by non-corporate taxpayers only to the extent it does not
exceed net investment income. A Limited Partner's distributive share of net
Partnership income and any gain from the disposition of Units will be treated
as investment income, except that a Limited Partner's net capital gain from
the disposition of Units is not investment income unless the Limited Partner
waives the benefit of the 28% 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 28%
rate. 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 Limited Partner who is a non-
resident alien individual, foreign corporation, foreign partnership, foreign
trust or foreign estate (a "Foreign Limited Partner") generally is not subject
to taxation by the United States on United States source capital gains from
commodity trading for a taxable year, provided that such Foreign Limited
Partner does not have certain present or former connections with the United
States (e.g., if the Foreign Limited Partner (in the case of an individual)
does not spend more than 182 days in the United States during his taxable year
(or, in certain circumstances, a prior taxable year) or if the Foreign Limited
Partner is not engaged in a trade or business within the United States during
the taxable year or, in certain limited circumstances, a prior taxable year to
which income, gain, or loss from a Partnership is treated as effectively
connected).
Pursuant to a "safe harbor" provision of the Code, a Foreign Limited Partner
would not be engaged in a trade or business within the United States solely
because such Foreign Limited Partner is a partner of a partnership which
effects transactions in the United States in commodities for the partnership's
own account, as long as the partnership is not a dealer in commodities and as
long as the partnership only trades commodities which are of a kind
customarily dealt in on an organized commodity exchange in transactions of a
kind customarily consummated on such an exchange. The General Partner has been
advised by its counsel that, in such counsel's opinion, each Partnership's
commodities transactions should satisfy the safe harbor, and that owning an
interest in a Partnership should not, in such counsel's opinion, by itself,
cause a Foreign Limited Partner to be engaged in a trade or business within
the United States. In the event that future Partnership transactions are not
covered by the safe harbor, there is a risk that all of a Foreign Limited
Partner's distributive share of income of a Partnership will be treated as
effectively connected with the conduct of a trade or business in the United
States and taxed at regular rates (discussed previously) and, in the case of a
Foreign Limited Partner which is a foreign corporation, an additional 30%
branch profits tax (unless reduced or eliminated by treaty).
If a Foreign Limited Partner is a dealer in commodities, or is otherwise
engaged in a U.S. trade or business and if income, gain or loss from a
Partnership is treated as effectively connected with the conduct of such trade
or business, such Partnership may be required to withhold tax on income
allocable to such Foreign Limited Partner and remit to the Internal Revenue
Service an amount equal to 39.6% (35% for corporations) of the amount of such
effectively connected taxable income allocable to such Foreign Limited
Partner. Any amounts remitted will constitute a refundable credit against the
Foreign Limited Partner's United States federal income tax liability, which
can be claimed on the Foreign Limited Partner's United States federal income
tax return.
A Foreign Limited Partner generally is subject to a 30% withholding tax
(unless reduced or exempted by treaty) on certain types of United States
source income that are not effectively connected with the conduct of a United
States trade or business, such as certain interest-bearing obligations, the
income attributable to which is not exempt from tax. This tax must be withheld
by the person having control over the payment of such income. Accordingly, a
Partnership may be required to withhold tax on items of such income which are
included in the distributive share (whether or not actually distributed) of a
Foreign Limited Partner. However, 30% withholding is not required in respect
of certain interest bearing obligations, such as "portfolio interest"
obligations issued after July 18, 1984 (if procedural requirements are
complied with). If a Partnership is required to withhold tax on such income of
a Foreign Limited Partner, the General Partner may pay such tax out of its own
funds and then be reimbursed out of the proceeds of any distribution to or
redemption of Units by the Foreign Limited Partner.
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.
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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 90 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 Tax Accounting. 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. Such investors should see "Purchases by
Employee Benefit Plans--ERISA Considerations."
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 Partnership. In general, the
General Partner may enter into a settlement agreement with the Internal
Revenue Service on behalf of, and binding upon, the Limited Partners. However,
prior to settlement, 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 such 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 such partnership files its return or, if the name
and address of the partner does not appear on such 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.
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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. It is emphasized that no
assurance can be given 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 an interest in the Partnerships may not be the same for all
taxpayers. There can be no assurance that the Partnerships' tax returns will
not be audited by the Internal Revenue Service or that no adjustments to the
returns will 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 an interest in
the Partnerships 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.
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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. 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 the Partnerships will 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. 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 either the New York State or New York City tax
authorities will be requested regarding such matters.
POTENTIAL ADVANTAGES
An investment in a Partnership is speculative and involves a high degree of
risk. See "Risk Factors." However, such an investment offers the following
potential advantages.
Investment Diversification. An investor who is not prepared to make a
significant investment or spend substantial time trading various futures
interests nevertheless may participate in these markets through an investment
in one or more Partnerships, thereby obtaining diversification from investments
in stocks, bonds and real estate. The General Partner believes, on the basis of
the past experience of the trading managers, that the profit potential of the
Partnerships does not depend upon favorable general economic conditions, and
that the Partnerships are as likely to be profitable during periods of
declining stock, bond and real estate markets as at any other time; conversely,
the Partnerships may be unprofitable (as well as profitable) during periods of
generally favorable economic conditions. The trading managers' speculative
trading techniques will be the primary factor in the Partnerships' success or
failure. Investors 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 by the other. Therefore, due to the
nature of futures interests trading, only 50% of futures interests held by all
market participants can experience gain at any one time, without reference to
brokerage commissions and other costs of trading, which may reduce or eliminate
any gain that would otherwise be achieved.
Futures Interests Traded. 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 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.
Diversified Professional Trading Management. Trading decisions for each
Partnership will be made by trading managers retained by the General Partner.
See "The Trading Managers." The trading approaches employed on behalf of each
Partnership by its trading managers are not available for investments as small
as the required minimum investment in each Partnership. The actual performance
record of each trading manager's trading system(s) employed on behalf of a
Partnership is set forth in "The Trading Managers." No assurance is given that
a Partnership will obtain results consistent with such performance or that a
Partnership will not incur substantial losses.
A Limited Partner's investment in each Partnership is allocated among the
trading managers for such Partnership. This permits a Limited Partner to
receive the benefits from different trading systems being
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employed by such Partnership. A Limited Partner can further diversify his
professional trading management by dividing his investment among one or more
of the Partnerships. For example, an investor owning Units of all three
Partnerships would have the benefit of having his investment managed by seven
trading managers.
Limited Liability. Unlike an individual who invests directly in futures
interests, an investor in each Partnership cannot be individually subjected 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. See "The
Futures, Options and Forwards Markets," "Redemptions" and "The Limited
Partnership Agreements--Nature of the Partnerships."
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 DWR as commodity broker. DWR credits each
Partnership at each month-end with interest income as if 80%, in the case of
each of Spectrum Strategic and Spectrum Technical, and 100%, in the case of
Spectrum Balanced, of such 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
described herein. 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 contracts. See "Risk Factors" and "Investment
Program, Use of Proceeds and Trading Policies."
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.
LEGAL MATTERS
Legal matters in connection with the Units being offered hereby, including
the discussion of the material federal income tax consequences 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 financial statements of Dean Witter Spectrum Strategic L.P., Dean Witter
Spectrum Technical L.P. and Dean Witter Spectrum Balanced L.P. as of December
31, 1995 and 1994 and the statements of financial condition of Demeter
Management Corporation as of December 31, 1995 and 1994 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 DWR.
ADDITIONAL INFORMATION
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits relating thereto that have been filed
with the Securities and Exchange Commission in Washington, D.C. For further
information pertaining to each Partnership and the Units offered hereby,
reference is hereby made to the Registration Statement, including the exhibits
filed as part thereof. The Registration Statement and exhibits are on file at
the offices of the Securities and Exchange Commission, 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and may be examined,
without charge, at the offices of the SEC and copies may be obtained of all or
part thereof from the SEC upon payment of the prescribed fees.
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GLOSSARY
CERTAIN TERMS AND DEFINITIONS
Knowledge of various terms and concepts relating to this offering is
necessary for a potential investor to determine whether to invest in the
Partnerships.
"Brokerage Fees"--The fee charged by a broker for executing a trade in a
commodity account of a customer. DWR charges each Partnership a flat-rate
brokerage commission of 35/48 of 1% of the Net Assets of each of Spectrum
Strategic and Spectrum Technical, and 1/2 of 1% of the Net Assets of Spectrum
Balanced in each case as of the first day of the month.
"Churning"--Engaging in excessive trading with respect to a futures interests
for the purpose of generating brokerage commissions.
"Commodity Trading Advisor"--Any person who for any consideration engages in
the business of advising others, either directly or indirectly, as to the value
or purchase of futures interests or options thereon.
"Daily Limits"--Limits imposed by commodity exchanges on the amount of
fluctuation in commodity contract prices during a single trading day.
"Forward Contract"--A contractual right to purchase or sell a specified
quantity of currency or commodity at or before a specified date in the future
at a specified price. It is distinguished from a futures contract in that it is
not traded on an exchange and it contains terms and conditions specifically
negotiated by the parties.
"Futures Contract"--Standardized contract made on domestic or foreign
commodity exchanges which calls for the future delivery of a specified quantity
of a commodity at a specified time and place.
"Limit Order"--An order to execute a trade at a specified price or better. As
contrasted with a stop order, a limit order does not become a market order when
the limit price is reached.
"Margin"--Good faith deposits with a broker to assure fulfillment of a
purchase or sale of a commodity futures contract and, under certain
circumstances, a commodity option contract.
"Market Order"--An order to execute a trade at the prevailing price as soon
as possible.
"Net Assets"--A 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 all other liabilities of the Partnership (including,
but not limited to, all brokerage fees, incentive and management fees 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 or option contract traded on a United States
exchange shall mean the settlement price on the exchange on which the
particular futures or option contract is traded by a Partnership on the day
with respect to which Net Assets are being determined; provided, that if a
contract could not be liquidated on such day due to the operation of daily
limits or other rules of the exchange upon which that contract is traded or
otherwise, the settlement price on the first subsequent day on which the
contract could be liquidated shall be the market value of such contract for
such day. The market value of a forward contract or a futures or option
contract traded on a foreign exchange shall mean its market value as determined
by the General Partner on a basis consistently applied for each different
variety of contract.
"Net Asset Value Per Unit"--The Net Assets allocated to capital accounts
represented by Units of Limited Partnership Interest divided by the number of
such Units outstanding on the date of calculation.
"Option"--An option on a futures contract or a physical commodity gives the
buyer of the option the right, as opposed to the obligation, to take a position
at a specified price in an underlying futures contract or commodity.
"Pyramiding"--Using unrealized profits on existing positions in a given
futures interests due to favorable price movements as margin specifically to
buy or sell additional positions in the same or related futures interests.
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"Settlement Price"--The closing price for futures contracts in a particular
commodity established by the clearinghouse or exchange after the close of each
day's trading.
"Speculative Position Limits"--Limits established by the CFTC and United
States commodity exchanges on the maximum net long or short speculative
positions which a person or group of persons may hold, own, or control in
futures interests.
"Spot Contract"--A cash market transaction in which the buyer and seller
agree to the immediate purchase and sale of a specific commodity lot, usually
with a two-day settlement.
"Stop Order"--An order given to a broker to execute a trade in a futures
interests when the contract price reaches the specified stop order price. Stop
orders become market orders when the stop price is reached.
"Trading Profits" is defined to mean net futures interests trading profits
(realized and unrealized) earned on the trading manager's allocated Net Assets,
decreased by monthly management fees and a pro rata portion of the monthly
brokerage fee which are chargeable to the trading manager's allocated Net
Assets; 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
manager or, if no incentive fee has been earned previously by the trading
manager, from the date that the Partnership commenced trading to the end of the
calendar month as of which such incentive fee calculation is 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 the Partnership.
"Unrealized Profit or Loss"--The profit or loss which could be realized on an
open position if it were closed out at the current settlement price.
BLUE SKY GLOSSARY
Prospective investors should be aware of the following definitions, reprinted
verbatim from the "Guidelines for Registration of Commodity Pool Programs"
adopted by the North American Securities Administrators Association, Inc., as
revised on August 30, 1990 (the "Guidelines"), which Guidelines are applied by
certain state securities administrators in reviewing public offerings of
"commodity pools" (such as the Partnerships). For ease of reference, each of
these definitions is followed by the comparable defined term used in the Form
of Limited Partnership Agreement and this Prospectus, in brackets, as
applicable.
"Advisor"--Any Person who for any consideration engages in the business of
advising others, either directly or indirectly, as to the value, purchase, or
sale of Commodity Contracts or commodity options. ["trading managers"-page A-8]
"Affiliate"--An Affiliate of a Person means (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities of such Person; (b) any Person 10% or more of
whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote, by such Person; (c) any Person, directly
or indirectly, controlling, controlled by, or under common control of such
Person; (d) any officer, director or partner of such Person; or (e) if such
Person is an officer, director or partner, any Person for which such Person
acts in any such capacity. [No comparable term, but for purposes of
indemnification of the General Partner and its affiliates, see page A-16]
"Capital Contributions"--The total investment in a Program by a Participant
or by all Participants, as the case may be. ["Unit of General Partnership
Interest"-page A-3; "Units"-page A-3]
"Commodity Broker"--Any Person who engages in the business of effecting
transactions in Commodity Contracts for the account of others or for his own
account. ["DWR"-page A-3]
"Commodity Contract"--A contract or option thereon providing for the delivery
or receipt at a future date of a specified amount and grade of a traded
commodity at a specified price and delivery point. ["futures interests"-page A-
1]
164
<PAGE>
"Net Assets"--The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net Assets
shall include any unrealized profits or losses on open positions, and any fee
or expense including Net Asset fees accruing to the Program. ["Net Assets"-page
A-6]
"Net Worth"--The excess of total assets over total liabilities as determined
by generally accepted accounting principles. Net Worth shall be determined
exclusive of home, home furnishings and automobiles. ["net worth," as regards
subscribers' investment requirements, is referenced on pages 1, B-2, B-3 and B-
4; as regards the General Partner's net worth requirement, see Section 5 of the
Limited Partnership Agreement on page A-2]
"Organizational and Offering Expenses"--All expenses incurred by the Program
in connection with and in preparing a Program for registration and subsequently
offering and distributing it to the public, including, but not limited to,
total underwriting and brokerage discounts and commissions (including fees of
the underwriter's attorneys), expenses for printing, engraving, mailing,
salaries of employees while engaged in sales activity, charges of transfer
agents, registrars, trustees, escrow holders, depositories, experts, expenses
of qualification of the sale of its Program Interest under federal and state
law, including taxes and fees, accountants' and attorneys' fees.
["organizational, initial and continuing offering expenses" -page A-6]
"Participant"--The holder of a Program Interest. ["General Partner," "Limited
Partners," "Partners" -page A-1]
"Person"--Any natural Person, partnership, corporation, association or other
legal entity. [No comparable term]
"Program"--The limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts. ["Partnership"-page A-1]
"Pyramiding"--A method of using all or part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities. [See trading policy 5 on page A-
9]
"Sponsor"--Any Person directly or indirectly instrumental in organizing a
Program or any Person who will manage or participate in the management of a
Program, including a Commodity Broker who pays any portion of the
Organizational Expenses of the Program, and the general partner(s) and any
other Person who regularly performs or selects the Persons who perform services
for the Program. Sponsor does not include wholly independent third parties such
as attorneys, accountants, and underwriters whose only compensation is for
professional services rendered in connection with the offering of the units.
The term "Sponsor" shall be deemed to include its Affiliates. ["General
Partner," "DWR" and their "Affiliates"]
"Valuation Date"--The date as of which the Net Assets of the Program are
determined. [No comparable term, but for purposes of redemption, Net Assets of
the Partnership are determined as of the last business day of the month-page A-
13]
165
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Limited Partners and the General Partner of
Dean Witter Spectrum Balanced L.P.
Dean Witter Spectrum Strategic L.P.
Dean Witter Spectrum Technical L.P.:
We have audited the accompanying statements of financial condition of Dean
Witter Spectrum Balanced L.P., Dean Witter Spectrum Strategic L.P. and Dean
Witter Spectrum Technical L.P. (collectively, the "Partnerships"), as of
December 31, 1995 and 1994 and the related statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1995 and for
the period from November 2, 1994 (commencement of operations) to December 31,
1994. These financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Spectrum Balanced L.P., Dean
Witter Spectrum Strategic L.P. and Dean Witter Spectrum Technical L.P., as of
December 31, 1995 and 1994 and the results of their operations and their cash
flows for the year ended December 31, 1995 and for the period from November 2,
1994 (commencement of operations) to December 31, 1994 in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touch LLP
February 21, 1996
New York, New York
F-1
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1994
---------- ---------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 13,409,068 3,260,143
Net unrealized gain on open contracts 392,428 18,804
---------- ---------
Total Trading Equity 13,801,496 3,278,947
Subscriptions receivable 1,061,057 522,720
Interest receivable (DWR) 61,129 16,204
---------- ---------
Total Assets 14,923,682 3,817,871
========== =========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage commissions (DWR) 66,673 16,573
Incentive fees payable 49,873 --
Redemptions payable 38,746 --
Accrued management fee 13,890 3,453
---------- ---------
Total Liabilities 169,182 20,026
---------- ---------
PARTNERS' CAPITAL
Limited Partners (1,209,758.681 and 376,514.897
Units, respectively) 14,604,689 3,701,277
General Partner (12,409.369 and 9,823.400 Units,
respectively) 149,811 96,568
---------- ---------
Total Partners' Capital 14,754,500 3,797,845
---------- ---------
Total Liabilities and
Partners' Capital 14,923,682 3,817,871
========== =========
NET ASSET VALUE PER UNIT 12.07 9.83
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1994
---------- ----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 29,593,927 9,649,168
Net unrealized gain on open contracts 1,819,403 367,611
Net option premiums received (19,873) (46,457)
---------- ----------
Total Trading Equity 31,393,457 9,970,322
Subscriptions receivable 1,547,750 2,036,646
Interest receivable (DWR) 108,075 35,804
---------- ----------
Total Assets 33,049,282 12,042,772
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage commissions (DWR) 212,825 72,060
Incentive fees payable 198,924 18,841
Accrued management fees 97,291 32,942
Redemptions payable 77,310 --
---------- ----------
Total Liabilities 586,350 123,843
---------- ----------
PARTNERS' CAPITAL
Limited Partners (2,905,719.741 and
1,178,097.030 Units, respectively) 32,132,595 11,791,839
General Partner (29,872.079 and 12,697.303
Units, respectively) 330,337 127,090
---------- ----------
Total Partners' Capital 32,462,932 11,918,929
---------- ----------
Total Liabilities and
Partners' Capital 33,049,282 12,042,772
========== ==========
NET ASSET VALUE PER UNIT 11.06 10.01
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1994
---------- ----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 52,705,410 11,829,496
Net unrealized gain on open contracts 4,086,548 724,455
---------- ----------
Total Trading Equity 56,791,958 12,553,951
Subscriptions receivable 3,091,196 2,484,249
Interest receivable (DWR) 192,688 46,478
---------- ----------
Total Assets 60,075,842 15,084,678
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage commissions (DWR) 387,839 91,924
Redemptions payable 184,326 --
Accrued management fees 177,298 42,022
Incentive fees payable -- 19,678
---------- ----------
Total Liabilities 749,463 153,624
---------- ----------
PARTNERS' CAPITAL
Limited Partners (5,105,307.329 and 1,509,924.871
Units, respectively) 58,726,495 14,771,789
General Partner (52,150.079 and 16,279.549 Units,
respectively) 599,884 159,265
---------- ----------
Total Partners' Capital 59,326,379 14,931,054
---------- ----------
Total Liabilities and Partners' Capital 60,075,842 15,084,678
========== ==========
NET ASSET VALUE PER UNIT 11.50 9.78
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
FOR THE YEAR NOVEMBER 2, 1994
ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS) TO
1995 DECEMBER 31, 1994
------------ -----------------
$ $
<S> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,508,581 (61,916)
Net change in unrealized 373,624 18,804
--------- -------
Total Trading Results 1,882,205 (43,112)
Interest income (DWR) 447,608 25,896
--------- -------
Total Revenues 2,329,813 (17,216)
--------- -------
EXPENSES
Brokerage commissions (DWR) 503,995 29,040
Incentive fees 161,155 --
Management fees 104,999 6,050
--------- -------
Total Expenses 770,149 35,090
--------- -------
NET INCOME (LOSS) 1,559,664 (52,306)
========= =======
Net Income (Loss) Allocation:
Limited Partners 1,536,421 (50,640)
General Partner 23,243 (1,666)
Net Income (Loss) per Unit:
Limited Partners 2.24 (.17)
General Partner 2.24 (.17)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
NOVEMBER 2, 1994
(COMMENCEMENT
FOR THE YEAR OF OPERATIONS)
ENDED TO
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ----------------
<S> <C> <C>
$ $
REVENUES
Trading Profit (Loss):
Realized 3,408,036 (221,731)
Net change in unrealized 1,451,792 367,611
--------- --------
Total Trading Results 4,859,828 145,880
Interest income (DWR) 887,226 55,127
--------- --------
Total Revenues 5,747,054 201,007
--------- --------
EXPENSES
Brokerage commissions (DWR) 1,802,579 121,039
Management fees 824,036 55,333
Incentive fees 437,310 18,841
--------- --------
Total Expenses 3,063,925 195,213
--------- --------
NET INCOME 2,683,129 5,794
========= ========
Net Income Allocation:
Limited Partners 2,659,882 5,704
General Partner 23,247 90
Net Income per Unit:
Limited Partners 1.05 .01
General Partner 1.05 .01
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
NOVEMBER 2, 1994
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1995 1994
------------ -----------------
<S> <C> <C>
$ $
REVENUES
Trading Profit (Loss):
Realized 4,446,595 (786,137)
Net change in unrealized 3,362,093 724,455
--------- --------
Total Trading Results 7,808,688 (61,682)
Interest income (DWR) 1,430,845 67,617
--------- --------
Total Revenues 9,239,533 5,935
--------- --------
EXPENSES
Brokerage commissions (DWR) 3,003,934 149,907
Management fees 1,373,227 68,529
Incentive fees 600,504 19,678
--------- --------
Total Expenses 4,977,665 238,114
--------- --------
NET INCOME (LOSS) 4,261,868 (232,179)
========= ========
Net Income (Loss) Allocation:
Limited Partners 4,226,249 (229,460)
General Partner 35,619 (2,719)
Net Income (Loss) per Unit:
Limited Partners 1.72 (.22)
General Partner 1.72 (.22)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD FROM NOVEMBER 2, 1994
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
------------- ---------- ------- ----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM BALANCED L.P.
Partners' Capital,
November 2, 1994 2.000 10 10 20
Initial Offering 249,337.719 2,395,153 98,224 2,493,377
Continuous Offering 136,998.578 1,356,754 -- 1,356,754
Net Loss -- (50,640) (1,666) (52,306)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1994 386,338.297 3,701,277 96,568 3,797,845
Continuous Offering 856,935.520 9,609,381 30,000 9,639,381
Net Income -- 1,536,421 23,243 1,559,664
Redemptions (21,105.767) (242,390) -- (242,390)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1995 1,222,168.050 14,604,689 149,811 14,754,500
============= ========== ======= ==========
DEAN WITTER SPECTRUM STRATEGIC L.P.
Partners' Capital,
November 2, 1994 2.000 10 10 20
Initial Offering 671,717.229 6,617,182 99,990 6,717,172
Continuous Offering 519,075.104 5,168,943 27,000 5,195,943
Net Income -- 5,704 90 5,794
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1994 1,190,794.333 11,791,839 127,090 11,918,929
Continuous Offering 1,880,517.736 19,071,379 180,000 19,251,379
Net Income -- 2,659,882 23,247 2,683,129
Redemptions (135,720.249) (1,390,505) -- (1,390,505)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1995 2,935,591.820 32,132,595 330,337 32,462,932
============= ========== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL--(CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD FROM NOVEMBER 2, 1994
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
------------- ---------- ------- ----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM TECHNICAL L.P.
Partners' Capital,
November 2, 1994 2.000 10 10 20
Initial Offering 795,200.117 7,838,027 113,974 7,952,001
Continuous Offering 731,002.303 7,163,212 48,000 7,211,212
Net Loss -- (229,460) (2,719) (232,179)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1994 1,526,204.420 14,771,789 159,265 14,931,054
Continuous Offering 3,799,373.914 41,608,374 405,000 42,013,374
Net Income -- 4,226,249 35,619 4,261,868
Redemptions (168,120.926) (1,879,917) -- (1,879,917)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1995 5,157,457.408 58,726,495 599,884 59,326,379
============= ========== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
NOVEMBER 2, 1994
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1995 1994
------------ -----------------
$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 1,559,664 (52,306)
Noncash item included in net income (loss):
Net change in unrealized (373,624) (18,804)
Increase in operating assets:
Interest receivable (DWR) (44,925) (16,204)
Increase in operating liabilities:
Accrued brokerage commissions (DWR) 50,100 16,573
Incentive fees payable 49,873 --
Accrued management fees 10,437 3,453
---------- ---------
Net cash provided by (used for) operating
activities 1,251,525 (67,288)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of units 9,639,381 3,850,131
Increase in subscriptions receivable (538,337) (522,720)
Increase in redemptions payable 38,746 --
Redemptions of units (242,390) --
---------- ---------
Net cash provided by financing activities 8,897,400 3,327,411
---------- ---------
Net increase in cash 10,148,925 3,260,123
Balance at beginning of period 3,260,143 20
---------- ---------
Balance at end of period 13,409,068 3,260,143
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF CASH FLOWS--(CONTINUED)
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
NOVEMBER 2, 1994
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1995 1994
------------ -----------------
$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 2,683,129 5,794
Noncash item included in net income (loss):
Net change in unrealized (1,451,792) (367,611)
(Increase) decrease in operating assets:
Net option premiums (26,584) 46,457
Interest receivable (DWR) (72,271) (35,804)
Increase in operating liabilities:
Accrued brokerage commissions (DWR) 140,765 72,060
Incentive fees payable 180,083 18,841
Accrued management fees 64,349 32,942
---------- ----------
Net cash provided by (used for) operating
activities 1,517,679 (227,321)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of units 19,251,379 11,913,115
(Increase) decrease in subscriptions
receivable 488,896 (2,036,646)
Increase in redemptions payable 77,310 --
Redemptions of units (1,390,505) --
---------- ----------
Net cash provided by financing activities 18,427,080 9,876,469
---------- ----------
Net increase in cash 19,944,759 9,649,148
Balance at beginning of period 9,649,168 20
---------- ----------
Balance at end of period 29,593,927 9,649,168
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS--(CONCLUDED)
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
NOVEMBER 2, 1994
FOR THE (COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ----------------
$ $
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 4,261,868 (232,179)
Noncash item included in net income (loss):
Net change in unrealized (3,362,093) (724,455)
Increase in operating assets:
Interest receivable (DWR) (146,210) (46,478)
Increase (decrease) in operating liabilities:
Accrued brokerage commissions (DWR) 295,915 91,924
Accrued management fees 135,276 42,022
Incentive fees payable (19,678) 19,678
---------- ----------
Net cash provided by (used for) operating
activities 1,165,078 (849,488)
---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of units 42,013,374 15,163,213
Increase in subscriptions receivable (606,947) (2,484,249)
Increase in redemptions payable 184,326 --
Redemptions of units (1,879,917) --
---------- ----------
Net cash provided by financing activities 39,710,836 12,678,964
---------- ----------
Net increase in cash 40,875,914 11,829,476
Balance at beginning of period 11,829,496 20
---------- ----------
Balance at end of period 52,705,410 11,829,496
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--Dean Witter Spectrum Balanced L.P. ("Spectrum Balanced"), Dean
Witter Spectrum Strategic L.P. ("Spectrum Strategic") and Dean Witter Spectrum
Technical L.P. ("Spectrum Technical") (individually, a "Partnership," or
collectively, the "Partnerships") are limited partnerships organized to engage
in the speculative trading of futures and forward contracts, options on futures
contracts and on physical commodities, and other commodities interests,
including foreign currencies, financial instruments, precious and industrial
metals, energy products, and agriculturals. The general partner for each
Partnership is Demeter Management Corporation (the "General Partner"). The
commodity broker is Dean Witter Reynolds Inc. ("DWR"). Both DWR 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 each 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 forward contracts on
foreign currencies 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 each Partnership interest income based upon 80% of
its average daily Net Assets for the month in the case of Spectrum Strategic
and Spectrum Technical and 100% in the case of Spectrum Balanced. The interest
rate is equal to a prevailing rate on U.S. Treasury Bills. 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 Partnerships' assets "Equity
in Commodity futures trading accounts" consist 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 and the net option premiums paid and/or
received. The asset or liability related to the unrealized gains or losses on
forward contracts is presented as a net amount because each Partnership has a
master netting agreement with DWR.
BROKERAGE AND RELATED TRANSACTION FEES AND COSTS--Brokerage fees for Spectrum
Balanced are accrued a monthly rate of 1/2 of 1% of the Net Assets as of the
first day of each month.
Brokerage fees for Spectrum Strategic and Spectrum Technical are accrued a
monthly rate of 35/48 of 1% of the Net Assets as of the first day of each
month.
Such fees will cover all brokerage commissions, transaction fees and costs and
ordinary administrative and continuing offering expenses.
OPERATING EXPENSES--The Partnerships incur monthly management fees and may
incur incentive fees. All common administrative and continuing offering
expenses including legal, auditing, accounting, filing fees and other related
expenses, are borne by DWR through the brokerage fees paid by each Partnership.
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 redemption of Units, are made on a
pro-rata basis at the sole discretion of the General Partner. 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 as of the close of business on the last
day of the month. No selling commissions or charges related to the continuing
offering of Units will be paid by the Limited Partners or the Partnership. DWR
will pay all such costs.
F-13
<PAGE>
REDEMPTIONS--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of the last day that is six months
after the closing at which a person becomes a limited partner, upon five
business days advance notice by redemption form to the General Partner.
Thereafter, Units may be redeemed as of the end of any month upon five business
days advance notice by redemption form to the General Partner. However, any
Units redeemed at or prior to the end of the twelfth, eighteenth, or twenty-
fourth full months following the closing at which such person first becomes a
limited partner, may be assessed a redemption charge equal to 3%, 2% or 1%
respectively, of the Net Asset Value per Unit on the date of such redemption.
Redemptions must be made in whole Units, in a minimum amount of 50 Units,
unless a Limited Partner is redeeming his entire interest in a Partnership.
EXCHANGES--On the last day of the first month which occurs more than six months
after a person first becomes a Limited Partner in any of the Partnerships, and
the end of each month thereafter, Limited Partners may exchange their
investment among the Partnerships (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 regardless of its financial condition at such time, or at an earlier date
if certain conditions occur as defined in each Partnership's Limited
Partnership Agreement.
2. RELATED PARTY TRANSACTIONS
Each Partnership pays brokerage commissions to DWR as described in Note 1. Each
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. Each Partnership is authorized to issue and sell Units at Monthly
Closings at a price per Unit equal to 100% of the Net Asset Value of a Unit of
such Partnership as of the close of business on the date of such monthly
closing.
3. TRADING ADVISORS
The General Partner, on behalf of each Partnership, retains certain commodity
trading advisors to make all trading decisions for the Partnerships. The
trading advisors for each Partnership are as follows:
Dean Witter Spectrum Balanced L.P.
RXR, Inc.
Dean Witter Spectrum Strategic L.P.
Blenheim Investments, Inc.
A. Gary Shilling & Co., Inc.
Willowbridge Associates Inc.
Dean Witter Spectrum Technical L.P.
Campbell & Company, Inc.
Chesapeake Capital Corporation
John W. Henry & Co., Inc.
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:
MANAGEMENT FEE--The management fee is accrued at the rate of 5/48 of 1% of the
Net Assets on the first day of each month (a 1.25% annual rate) to Spectrum
Balanced.
The management fee is accrued at the rate of 1/3 of 1% per month of the Net
Assets allocated to each trading advisor on the first day of each month (a 4%
annual rate) to Spectrum Strategic and Spectrum Technical.
INCENTIVE FEE--Each Partnership will pay a monthly incentive fee equal to 15%
of the "Trading Profits", as defined in the Limited Partnership Agreement,
experienced with respect to each trading manager's allocated Net Assets as of
the end of each calendar month. When trading losses are incurred, no incentive
fee will be paid in subsequent months until all such losses are recovered.
4. FINANCIAL INSTRUMENTS
The Partnerships trade futures financial instruments and forward contracts in
interest rates, stock indices, commodities, currencies, petroleum and precious
metals. Futures and forwards represent contracts for delayed
F-14
<PAGE>
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>
SPECTRUM BALANCED
--------------------
CONTRACT OR
NOTIONAL AMOUNT
--------------------
1995 1994
---------- ---------
$ $
---------- ---------
EXCHANGE-TRADED CONTRACTS:
<S> <C> <C>
Financial Futures:
Commitment to Purchase 10,185,000 4,023,000
Commitment to Sell 1,286,000 3,560,000
Commodity Futures:
Commitment to Purchase 4,769,000 90,000
Commitment to Sell 1,109,000 553,000
Foreign Futures:
Commitment to Purchase 16,671,000 152,000
Commitment to Sell 73,000 1,553,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitment to Purchase 6,993,000 --
Commitment to Sell 6,806,000 --
</TABLE>
<TABLE>
<CAPTION>
SPECTRUM STRATEGIC
---------------------
CONTRACT OR
NOTIONAL AMOUNT
---------------------
1995 1994
----------- ---------
$ $
EXCHANGE-TRADED CONTRACTS:
<S> <C> <C>
Financial Futures:
Commitment to Purchase 112,590,000 6,158,000
Commitment to Sell 27,712,000 4,498,000
Options Written 9,865,000 1,920,000
Commodity Futures:
Commitment to Purchase 142,365,000 6,924,000
Commitment to Sell 20,701,000 1,700,000
Options Written 8,762,000 1,717,000
FOREIGN FUTURES:
Commitment to Purchase 88,628,000 9,775,000
Commitment to Sell 17,287,000 9,015,000
Options Written 200,000 615,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitment to Purchase 242,000 --
Commitment to Sell 242,000 --
</TABLE>
F-15
<PAGE>
<TABLE>
<CAPTION>
SPECTRUM TECHNICAL
----------------------
CONTRACT OR
NOTIONAL AMOUNT
----------------------
1995 1994
----------- ----------
$ $
EXCHANGE-TRADED CONTRACTS:
<S> <C> <C>
Financial Futures:
Commitment to Purchase 107,671,000 6,075,000
Commitment to Sell 20,387,000 46,321,000
COMMODITY FUTURES:
Commitment to Purchase 51,165,000 6,525,000
Commitment to Sell 15,282,000 9,668,000
FOREIGN FUTURES:
Commitment to Purchase 136,327,000 8,336,000
Commitment to Sell 8,149,000 22,397,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitment to Purchase 7,035,000 50,320,000
Commitment to Sell 44,415,000 11,158,000
</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 at December 31, 1995 and 1994 respectively, $392,428 and $18,804
for Spectrum Balanced, $1,819,403 and $367,611 for Spectrum Strategic, and
$4,086,548 and $724,455 for Spectrum Technical.
For Spectrum Balanced of the $392,428 net unrealized gain on open contracts at
December 31, 1995, $428,893 related to exchange traded futures contracts and
($36,465) related to off-exchange-traded forward currency contracts. Of the
$18,804 net unrealized gain on open contracts at December 31, 1994, $20,929
related to exchange traded futures contracts and ($2,125) related to off-
exchange traded forward currency contracts.
For Spectrum Strategic of the $1,819,403 net unrealized gain on open contracts
at December 31, 1995, $1,819,403 related entirely to exchange traded futures
and option contracts. Of the $367,611 net unrealized gain on open contracts at
December 31, 1994, $407,249 related to exchange traded futures and option
contracts and ($39,638) related to off-exchange-traded forward currency
contracts.
For Spectrum Technical of the $4,086,548 net unrealized gain on open contracts
at December 31, 1995, $4,164,279 related to exchange traded futures and option
contracts and ($77,731) related to off-exchange-traded forward currency
contracts. Of the $724,455 net unrealized gain on open contracts at December
31, 1994, $815,157 related to exchange traded futures contracts and ($90,702)
related to off-exchange-traded forward currency contracts.
The contract amounts in the above table represent the Partnerships' 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 Partnerships'
Statements of Financial Condition.
F-16
<PAGE>
Exchange-traded contracts and off-exchange-traded forward currency contracts
held by the Partnerships at December 1995 and 1994 mature as follows:
<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
SPECTRUM BALANCED
Exchange-Traded Contracts June 1996 March 1995
Off-Exchange-Traded Forward Currency Contracts January 1996 November 1995
SPECTRUM STRATEGIC
Exchange-Traded Contracts December 1996 December 1995
Off-Exchange-Traded Forward Currency Contracts January 1996 April 1995
SPECTRUM TECHNICAL
Exchange-Traded Contracts December 1996 December 1995
Off-Exchange-Traded Forward Currency Contracts January 1996 March 1995
</TABLE>
The Partnerships also have credit risk because the sole counterparty, with
respect to most of the Partnerships' 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 of 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 at December 31, 1995 and 1994 respectively, $13,837,961 and $3,281,072
for Spectrum Balanced, $31,413,330 and $10,056,417 for Spectrum Strategic, and
$56,869,689 and $12,644,653 for Spectrum Technical. 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 Partnerships are 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>
SPECTRUM BALANCED
----------------------
ASSETS LIABILITIES
---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 10,315,000 1,410,000
Commodity Futures 2,419,000 649,000
Foreign Futures and Forward Currency 6,285,000 1,934,000
OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS 4,014,000 4,079,000
<CAPTION>
SPECTRUM STRATEGIC
----------------------
ASSETS LIABILITIES
---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 28,704,000 16,932,000
Commodity Futures 51,920,000 11,250,000
Foreign Futures and Forward Currency 31,941,000 11,889,000
OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS 71,000 48,000
<CAPTION>
SPECTRUM TECHNICAL
----------------------
ASSETS LIABILITIES
---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 45,660,000 26,140,000
Commodity Futures 19,938,000 11,023,000
Foreign Futures and Forward Currency 50,015,000 19,011,000
OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS 21,986,000 18,280,000
</TABLE>
F-17
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors Demeter Management Corporation:
We have audited the accompanying statements of financial condition of Demeter
Management Corporation (a wholly-owned subsidiary of Dean Witter, Discover &
Co.) (the "Company") as of December 31, 1995 and 1994. These statements of
financial condition are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits 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 as
of December 31, 1995 and 1994 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
New York, New York
March 1, 1996
F-18
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF DEAN WITTER, DISCOVER & CO.)
STATEMENTS OF FINANCIAL CONDITION
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
------------ -----------
$ $
<S> <C> <C>
Investments in affiliated partnerships (Note 2)...... 17,788,814 12,833,311
Receivable from affiliated partnership............... 1,154 1,268
------------ -----------
TOTAL ASSETS..................................... 17,789,968 12,834,579
============ ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Parent (Note 3)......................... 15,314,134 11,630,183
Accrued expenses................................... 32,579 20,079
------------ -----------
TOTAL LIABILITIES................................ 15,346,713 11,650,262
------------ -----------
STOCKHOLDER'S EQUITY:
Common stock, no par value:
Authorized 1,000 shares;
Issued and outstanding 100 shares
at stated value of $500 per share................ 50,000 50,000
Additional paid-in capital......................... 111,170,000 98,170,000
Retained earnings.................................. 2,293,255 1,034,317
------------ -----------
113,513,255 99,254,317
Less: Notes receivable from Parent (Note 4) (111,070,000) (98,070,000)
------------ -----------
TOTAL STOCKHOLDER'S EQUITY....................... 2,443,255 1,184,317
------------ -----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY............................. 17,789,968 12,834,579
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-19
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF DEAN WITTER DISCOVER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION
1.BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES
Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Dean Witter, Discover & Co. (the "Parent"), which was formerly a wholly-owned
subsidiary of Sears, Roebuck and Co. ("Sears").
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 ("DWDFF"), 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.
("DWPGF")), Dean Witter Principal Guaranteed Fund II L.P. ("DWPGFII"), Dean
Witter Principal Plus Fund L.P., Dean Witter Principal Plus Fund Management
L.P., Dean Witter Principal Secured Futures Fund L.P., Dean Witter Select
Futures Fund L.P. ("DWSFF"), Dean Witter Global Perspective Portfolio L.P.,
Dean Witter World Currency Fund L.P., Dean Witter Institutional Balanced
Portfolio Account I L.P., Dean Witter Institutional Account II L.P., DWFCM
International Access Fund L.P., Dean Witter Anchor Institutional Balanced
Portfolio Account I L.P., Dean Witter Spectrum Balanced L.P., Dean Witter
Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., DWR Chesapeake
L.P. and DWR Institutional Balanced Portfolio Account III L.P.
Each of the commodity pools is a limited partnership organized to engage in
the speculative trading of commodity futures contracts, forward contracts on
foreign currencies and other commodity interests.
The results of operations of Demeter are included in the consolidated federal
income tax return of the Parent. Income tax expense is calculated on a separate
company basis.
Demeter has determined to reopen DWDFF for additional investment and on June
29, 1995 DWDFF has registered with the Securities and Exchange Commission
75,000 units to be offered to investors for a limited time in a public
offering.
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.
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.
The total assets and partners' capital of all the funds managed by Demeter at
December 31, 1995 and December 31, 1994 were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
------------- -----------
$ $
<S> <C> <C>
Total assets....................................... 1,091,082,360 907,037,211
Total partners' capital............................ 1,070,147,909 884,564,359
</TABLE>
F-20
<PAGE>
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 PARENT
The payable to Parent is primarily for amounts due for the purchase of
partnership investments and income tax payments made by the Parent on behalf of
Demeter.
4.NET WORTH REQUIREMENT
At December 31, 1995 and 1994, Demeter held non-interest bearing notes from
the Parent that were payable on demand. These notes were received in connection
with additional capital contributions aggregating $111,070,000 and $98,070,000,
respectively.
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 the Parent are included in net
worth for purposes of this calculation.
5.SUBSEQUENT EVENTS
Management has determined to reopen DWSFF for additional investment and will
register with the Securities and Exchange Commission 60,000 Units to be offered
to investors for a limited time in a public offering.
Management has determined to terminate DWPGFII as of March 31, 1996. DWPGFII
will be liquidated and holders of units as of March 31, 1996 will receive a
final distribution equal to the net asset value per unit on that date
multiplied by their respective number of units.
In November of 1995, Demeter entered into a limited partnership agreement as
General Partner in DWR/JWH Futures Fund L.P. ("JWH"), a commodity pool which
offered units to investors in an initial private offering period ending January
31, 1996 and began trading on February 1, 1996. Demeter's initial investment in
JWH was $75,000.
F-21
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT A
TABLE OF CONTENTS TO FORM OF LIMITED PARTNERSHIP AGREEMENT FOR DEAN WITTER
SPECTRUM STRATEGIC L.P., DEAN WITTER SPECTRUM TECHNICAL L.P. AND DEAN WITTER
SPECTRUM BALANCED L.P.
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
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
Capital Contributions and Offering of Units of Limited Partnership
6. Interest........................................................... A-3
7. Allocation of Profits and Losses; Accounting; Other Matters........ A-4
(a) Capital Accounts............................................... A-4
(b) Monthly Allocations............................................ A-4
(c) Allocation of Profit and Loss for Federal Income Tax Purposes.. A-4
(d) Definitions; Accounting........................................ A-6
(e) Expenses and Limitations Thereof............................... A-6
(f) Limited Liability of Limited Partners......................... A-7
(g) Return of Limited Partner's Capital Contribution............... A-7
(h) Distributions.................................................. A-7
8. Management and Trading Policies.................................... A-7
(a) Management of the Partnership.................................. A-7
(b) The General Partner............................................ A-8
(c) General Trading Policies....................................... A-9
(d) Changes to Trading Policies.................................... A-9
(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-12
(c) Exchange Privilege............................................. A-13
11. Special Power of Attorney.......................................... A-14
12. Withdrawal of Partners............................................. A-15
13. No Personal Liability for Return of Capital........................ A-15
14. Standard of Liability; Indemnification............................. A-15
(a) Standard of Liability.......................................... A-15
(b) Indemnification by the Partnership............................. A-15
(c) Affiliate...................................................... A-16
(d) Indemnification by Partners.................................... A-16
15. Amendments; Meetings............................................... A-16
(a) Amendments with Consent of the General Partner................. A-16
(b) Meetings....................................................... A-17
(c) Amendments and Actions without Consent of the General Partner.. A-17
(d) Action Without Meeting......................................... A-17
16. Governing Law...................................................... A-18
17. Miscellaneous...................................................... A-18
(a) Priority among Limited Partners................................ A-18
(b) Notices........................................................ A-18
(c) Binding Effect................................................. A-18
(d) Captions....................................................... A-18
</TABLE>
<TABLE>
<S> <C>
Annex --Request for Redemption............................................ A-19
</TABLE>
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT A
FORM OF LIMITED PARTNERSHIP AGREEMENT
FOR DEAN WITTER SPECTRUM STRATEGIC L.P., DEAN WITTER SPECTRUM TECHNICAL L.P.
AND DEAN WITTER SPECTRUM BALANCED L.P.
[Bracketed language] not included in Dean Witter Spectrum Balanced L.P.
Italicized language included only in Dean Witter Spectrum Balanced L.P.
This Agreement of Limited Partnership, made as of May 27, 1994, by and
between 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").
WITNESSETH:
Whereas, the parties hereto desire to form a limited partnership for the
purpose of speculative trading in commodity interest contracts.
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 DEAN WITTER SPECTRUM
BALANCED[STRATEGIC][TECHNICAL] L.P. (the "Partnership"). 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 shall 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
jurisdictions, and to comply with the laws 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 at the request of the General Partner.
2. OFFICE.
The principal office of the Partnership shall be Two World Trade Center, 22nd
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.
3. BUSINESS.
The Partnership's business and general purpose is to trade, buy, sell,
spread, or otherwise acquire, hold, or dispose of commodities (including, but
not limited to, 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
(hereinafter referred to collectively as "futures interests") and securities
(such as United States Treasury securities) approved by the Commodity
A-1
<PAGE>
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 Partnership 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 (as
defined in Section 6 below), 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 the 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 (as defined
in Section 7(d)(2)) 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 defined in Section 7(d)(1)) as of the close of
business (as determined by the General Partner) on any day to or below
$250,000; (vii) a determination by the General Partner upon 60 days notice to
the Limited Partners to terminate the Partnership; or (viii) a determination
by the General Partner to terminate the Partnership following a Special
Redemption Date as described in Section 9.
(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 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 that they 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.
5. NET WORTH OF GENERAL PARTNER.
The General Partner agrees that at all times, as long as it remains 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 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 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
A-2
<PAGE>
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 ("SEC")) of the General
Partner or letters of credit may be included.
The General Partner agrees that it will 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
shall be 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 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. on August 30, 1990 (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 to the Partnership for
which it is receiving one Unit of General Partnership Interest ("Unit of
General Partnership Interest"). At the Initial Closing (as defined below), the
General Partner shall contribute to the Partnership such 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 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 as 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 described above.
Interests in the Partnership, other than the General Partnership Interest of
the General Partner, shall be Units of Limited Partnership Interest ("Units"
or, individually, a "Unit"). 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 first closing at which
Units are sold to the public, if any, 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.
In connection with the Partnership's offering of Units, the General Partner,
on behalf of the Partnership, shall: (a) cause to be filed (i) one or more
Registration Statements and such amendments thereto as the General Partner
deems advisable with the SEC and the National Association of Securities
Dealers, Inc. (the "NASD") for the continuing registration and public offering
of Units in the United States of America, and (ii) one or more Prospectuses
included in any such Registration Statements and amendments and supplements
thereto with the CFTC and the National Futures Association (the "NFA"); (b)
qualify Units for sale initially and on a continuing basis under the Blue Sky
and securities laws of such states of the United States or other jurisdictions
as the General Partner shall deem advisable; (c) make such arrangements for
the offering and sale of Units as it shall deem appropriate, including the
execution of a selling agreement with Dean Witter Reynolds Inc. ("DWR") and
such other selling agents as DWR, with the approval of the General Partner,
shall appoint; and (d) take such action with respect to the matters described
in clauses (a) through (c) as it shall deem advisable or necessary. The term
"Prospectus" shall mean the prospectus constituting a part of the
Partnership's most current Registration Statement under the Securities Act of
1933 relating to the offering of Units in the form last filed with the SEC
pursuant to its Rule 424.
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At each closing, if any, on the sale of Units, the Partnership shall issue
and sell Units to each subscriber whose subscription is accepted by the General
Partner. No subscriber for Units shall become a Limited Partner until his
subscription has been accepted by the Partnership and he has been identified as
a Limited Partner on the books and records of the Partnership; no certificate
evidencing Units shall be issued to any Limited Partner (although Limited
Partners will receive confirmations of purchase from DWR in its customary
form). 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.
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, 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
as a result thereof 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
incurred in connection with the issuance and cancellation of any such Units
issued to such Limited Partner.
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 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 (as defined in Section 7(d)(1)),
before accrual of monthly management fees and incentive fees payable to any
trading manager, shall be determined.
(2) Accrued monthly management fees shall then be charged against Net
Assets.
(3) Accrued monthly incentive fees, if any, shall 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
first closing on the sale of Units to the public), shall then be credited
or charged to the capital account 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
an 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 realized 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.
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(2) Net realized capital gain or loss from the Partnership's trading
activities shall be allocated as follows:
(aa) For the purpose of allocating the Partnership's net realized
capital 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 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 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, the allocation account
with respect to such Unit shall be eliminated.
(bb) Net realized capital gain shall be allocated first to each
Partner who has partially redeemed his Units or exchanged less than all
his Units 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
exchange of the Units over the allocation account attributable to the
redeemed or exchanged Units.
(cc) Net realized capital 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 realized capital loss shall be allocated first to each
Partner who has partially redeemed his Units or Exchanged less than all
his Units during the fiscal year up to the excess, if any, of the
allocation account attributable to the redeemed or Exchanged Units over
the amount received upon redemption of the Units or the amount deemed
received on Exchange of the Units.
(ee) Net realized capital 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 assignee based on the number of months each
held the assigned Unit. For purposes of this Section 7(c), tax allocations
shall be made to the General Partner's 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,
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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)(2) of the Internal Revenue Code of
1986, as amended (the "Code").
(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, 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 all liabilities of the Partnership
(including, but not limited to, all brokerage fees, incentive and
management fees, 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 or option
contract traded on a United States exchange shall mean the settlement price
on the exchange on which the particular futures or option contract shall be
traded by the Partnership on the day with respect to which Net Assets are
being determined; provided, however, that if a contract could not be
liquidated on such day due to the operation of daily limits or other rules
of the exchange upon which that contract shall be traded or otherwise, the
settlement price on the first subsequent day on which the contract could be
liquidated shall be the market value of such contract for such day. The
market value of a forward contract or a futures or options contract traded
on a foreign exchange or market shall mean its market value as determined
by the General Partner on a basis consistently applied for each different
variety of contract.
(2) NET ASSET VALUE. The "Net Asset Value" of a Unit shall mean the Net
Assets allocated to capital accounts represented by Units of Limited
Partnership Interest divided by the aggregate number of Units of Limited
Partnership Interest.
(E) EXPENSES AND LIMITATIONS THEREOF. DWR shall pay all of the
organizational, initial 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.
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 exchanges of Units. The
Partnership will be obligated to pay any extraordinary expenses (determined in
accordance with generally accepted accounting principles) it may incur.
After the Initial Closing (as defined in the Prospectus) and after each
Monthly Closing (as defined in the Prospectus), the Partnership's assets will
be delivered to DWR, deposited in separate commodity trading accounts at DWR
and invested in securities approved by the CFTC for investment of customer
funds or held in non-interest-bearing bank accounts (from which DWR may derive
excess interest or compensating balance benefits, subject to the limits
described herein). DWR will credit the Partnership at month-end with interest
income as set forth in the Prospectus.
The Partnership's assets held by DWR may be used as margin solely for the
Partnership's trading. The Partnership shall pay to DWR such brokerage fees,
commissions, transaction costs and related charges as agreed to between DWR and
the Partnership. The Partnership will pay all management and incentive fees
payable to its trading manager[s]. Appropriate reserves may be created,
accrued, and charged against Net Assets for contingent liabilities, if any, as
of the date of 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 exchanges.
The following special limits shall apply to the Partnership's fees and
expenses: (a) the aggregate of (i) the management fees payable by the
Partnership, and (ii) the Partnership's customary and routine administrative
expenses (other than commodity brokerage commissions, transaction fees and
costs, incentive fees, legal and auditing fees and expenses, and extraordinary
expenses), shall not exceed 1/2 of 1% of the Partnership's Net
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Assets per month, or 6% of the Partnership's Net Assets annually; (b) the
monthly incentive fees payable by the Partnership shall not exceed 15% of the
Partnership's Trading Profits (as defined in the Prospectus), provided that
such incentive fee may be increased by 2% for each 1% by which the aggregate
fees and expenses described in clause (a) of this sentence are limited below
the 6% of Net Assets annual limit thereon (i.e., if such fees and expenses are
limited to 4% of Net Assets, the maximum incentive fee payable may be
increased to 19%); (c) if the Partnership were to pay roundturn brokerage
commissions, the brokerage commissions (excluding transaction fees and costs)
payable by the Partnership to DWR or any other commodity broker for the
Partnership shall not exceed 80% of DWR's or such other 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 DWR or
any other commodity broker for the Partnership, (ii) the transaction fees and
costs payable by the Partnership, and (iii) the net excess interest and
compensating balance benefits to DWR or any other commodity broker for the
Partnership (after crediting the Partnership with interest, as described in
the third paragraph of this Section 7(e) and the Prospectus), shall not exceed
14% annually of the Partnership's average month-end Net Assets 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 or deemed received on an exchange of Units, together
with interest thereon. The Partnership shall not make a claim against a
Limited Partner with respect to such amounts distributed to such Partner or
amounts received by such Partner upon redemption of Units or deemed received
upon an 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 amount.
(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 exchange of Units in accordance with the terms of 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 exchange of
Units), if any, the Partnership will 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 the Limited Partner has no such account.
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 commodity brokerage firms for the purpose of
trading in futures interest contracts.
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.
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(B) THE GENERAL PARTNER. The General Partner, on behalf of the Partnership,
shall retain the trading manager[s] described in the Prospectus to make all
trading decisions for the Partnership, and shall delegate complete trading
discretion to such trading manager[s]; provided, however, that the General
Partner may override any trading instructions which 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, (i) to the extent the
General Partner believes doing so is necessary for the protection of the
Partnership; (ii) to terminate the futures interests trading of the
Partnership; (iii) to comply with applicable laws or regulations; and (iv) as
and to the extent necessary, upon the failure of a trading manager to comply
with a request to make the necessary amount of funds available to the
Partnership, to fund distributions, redemptions, or reapportionments among
trading managers 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 manager shall become incapacitated or some other emergency
shall arise as a result of which such trading manager shall be unable or
unwilling to act and a successor trading manager has not yet been retained.
The Partnership shall not enter into any agreement with DWR or its
affiliates (other than the selling agreement with DWR) 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
General Partner; provided, however, that any such agreement may provide for
automatic renewal for additional one-year terms unless either the Partnership
or DWR or its affiliates, 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 (the "Management Agreements") with [each
of] the [trading managers] trading manager described in the Prospectus and to
cause the Partnership to pay to such person[s] the management and incentive
fees provided for in the Management Agreement[s], 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 agreement and to employ from time to time other trading
managers for the Partnership pursuant to management 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, which terms may include provision for the
payment of an incentive fee to a new or replacement trading manager or
managers which shall be based on any trading profits which shall be earned by
such trading manager(s), irrespective of whether such profits shall exceed
trading losses incurred by any previous or existing trading manager or
managers or by the Partnership as a whole; (b) to enter into the Customer
Agreement described in the Prospectus (the "Customer Agreement") with DWR, as
commodity broker, and to cause the Partnership to pay to DWR brokerage fees at
the rate provided for in the Customer Agreement 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 the Customer
Agreement in its sole discretion in accordance with the terms of such
Agreement and to employ from time to time other commodity brokers for the
Partnership 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 interest of the
Partnership, provided, however, that the General Partner shall review at least
annually the brokerage arrangements with the Partnership to ensure that such
brokerage fees are fair, reasonable, and competitive, and represent the best
price and services available, taking into consideration, in particular, when
the commodity broker is an "affiliate" of the General Partner (as such term is
defined in Section 14(c)): (i) the size of the Partnership; (ii) the futures
interests trading activity; (iii) the services provided by the commodity
broker, the General Partner or any affiliate thereof to the Partnership; (iv)
the cost incurred by the commodity broker, the General Partner 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 does not receive any direct
compensation from the Partnership for its services as General Partner, the
risks incurred by the General Partner as such.
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.
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(C) GENERAL TRADING POLICIES. The General Partner shall require all trading
managers retained by the Partnership to follow the trading policies set forth
below:
1. The trading managers 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 interests for any one contract
month or option if such additional positions would result in a net long or
short position for that futures interests requiring as margin or premium
more than 15% of the Partnership's Net Assets.] In addition, the
Partnership will, except under extraordinary circumstances, maintain
positions in futures interests in at least two market segments (i.e.,
agricultural items, industrial items (including energies), metals,
currencies, and financial instruments (including stock, financial, and
economic indexes)) at any one time.
2. [The Partnership will not acquire additional positions in any futures
interests contract if such additional positions would result in the
aggregate net long or short positions for all futures interests contracts
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 managers will reduce their 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
which monitors participants in the interbank and forward markets with which
DWR deals on a regular basis.
4. The trading managers will not generally take a position after the
first notice day in any futures interests during the delivery month of that
contract, 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. The Partnership may with the General Partner's prior approval,
purchase "cash" stocks and bonds, or options on stock or bond indices, on a
temporary basis under unusual circumstances in which it is not practicable
or economically feasible to establish the Partnership's stock index or bond
portfolios in the futures markets, and may acquire "cash" instruments in
its short-term interest rate futures component.
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 interests due to favorable price
movement as margin specifically to buy or sell additional positions in the
same or a related futures interests. 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
affiliated entities 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 (as defined in Section 14(c) of the Limited
Partnership Agreement), 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.
(D) CHANGES TO TRADING POLICIES. Trading Policies described in subsection
(c) 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.
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(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 management and incentives fees, and brokerage
commissions and fees.
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 the 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
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 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 or as are required by the Commodity Exchange Act, as
amended (the "CEAct"), and the rules and regulations thereunder.
To the extent required by CFTC regulations, such 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, copies shall be sent to any Limited Partner upon payment by him
of reasonable reproduction and distribution costs. Any Subscription Agreement
and Power of Attorney and Exchange Agreement and Power of Attorney 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 General Partner
for not less than six years.
Except as disclosed 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 brokerage
commissions from the Partnership. No commodity broker for the Partnership may
pay, directly or indirectly, rebates or "give ups" to the General Partner or
any trading manager, 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 entity. 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 in its sole discretion shall seem
necessary or advisable to effectively manage the Partnership. Subject to
Section 5 hereof, 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 and/or from the funds
otherwise. The General Partner may engage and compensate, on behalf of the
Partnership, such persons, firms, or corporations, including any affiliated
person or entity, 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 person, firm, or corporation which is an
affiliate of the General Partner 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
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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.
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 circumstances bearing upon the existence of its
authority.
9. AUDITS; REPORTS TO LIMITED PARTNERS.
The Partnership's books shall be audited annually by an independent public
accountant selected by the General Partner in its sole discretion. The
Partnership shall use its best efforts to 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 certified public 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 fees payable by the Partnership to DWR; 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: (i) 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; (ii) any material amendment to this Agreement;
(iii) any change in trading managers or any material change in the management
agreement with a trading manager; (iv) any change in commodity brokers or any
material change in the compensation arrangements with a commodity broker; (v)
any change in general partners or any material change in the compensation
arrangements with a general partner; (vi) any change in the Partnership's
fiscal year; (vii) any material change in the Partnership's trading policies;
or (viii) cessation of futures interests trading by the Partnership. In the
case of a notice given in accordance with clause (i) of the immediately
preceding sentence: (a) 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 (b)
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, 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.
In addition, no increase (subject to the limits in the fifth paragraph of
Section 7(e)) in any of the management, incentive, or brokerage fees payable
by the Partnership, all as described in the Prospectus, may take effect until
the first business day following a Redemption Date (as defined in Section
10(b)), 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" (as defined in Section 10(b)) 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
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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).
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 such 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 be withheld in its sole
discretion. 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 (and his signature is
guaranteed by a commercial bank with a correspondent in New York, New York or
by a member of a registered national securities exchange). 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 assignment 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 as defined in the first
sentence of Section 14(c) (adding new clause (v) as follows: "(v) if such
person is an officer, director or partner, any partnership, corporation,
association, or other legal entity for which such person acts in any such
capacity"). 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 and shall have that right of redemption to which his transferor or
assignor would otherwise have been entitled 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.
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"). The minimum amount of any redemption is
50 Units, unless a Limited Partner is redeeming his entire interest in the
Partnership.
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 such person 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 "Spectrum Series Partnerships" or
individually as a "Spectrum 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, eighteenth or twenty-fourth month following the
closing at which such Unit was issued will be assessed a redemption charge
equal to 3%, 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),
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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 Spectrum Series Partnership and have either paid a redemption charge with
respect to such units of limited partnership, or have held such units of
limited partnership 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, (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 (as defined below). 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 Spectrum 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 second 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 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 defined in Section 7(d)(2)) 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 the
Limited Partner has no
such account. 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.
(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
Spectrum Series Partnership (such a transfer between Spectrum Series
Partnerships being herein referred to as a "Series Exchange"). Series
Exchanges shall only be permitted by a Limited Partner as of, but not before
the sixth month-end following the closing at which a Limited Partner first
became a limited partner of a Spectrum Series Partnership. The minimum amount
of any Series Exchange is 50 Units, unless a Limited Partner is liquidating
his entire interest in the Partnership.
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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 C, sent by a
Limited Partner (or any assignee thereof) to a DWR branch office and received
by the General Partner at least 5 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 one or more other Spectrum 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 Spectrum
Series Partnership(s) 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.
At the next closing on the sale of Units following 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 Spectrum Series
Partnerships requesting Units on a Series Exchange, provided, that the General
Partner, in its capacity as the general partner of each of the Spectrum Series
Partnerships, has (i) timely received a properly executed Exchange Agreement
and Power of Attorney verifying that such units of limited partnership interest
subject to such Series Exchange are owned by the person requesting such Series
Exchange and acknowledging that the limited partner remains eligible to
purchase Units of limited partnership interest, and (ii) caused the net
proceeds from units of limited partnership interest 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 a Spectrum 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
is conditioned upon units of limited partnership interest of Spectrum 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
registered. There can be no assurance that any or a sufficient number of units
of limited partnership interest will be available for sale on the Exchange
Date. If units of limited partnership interest are not registered or qualified
for sale under either federal or applicable state securities laws, the General
Partner will not be able to effect a Series Exchange for the Limited Partner.
Furthermore, certain states may impose significant burdens on, or alter the
requirements for, qualifying units of limited partnership interest for sale and
in such cases, the General Partner may elect not to continue to qualify units
of limited partnership interest for sale in such state or states, and a
resident thereof would not be eligible for a Series Exchange. 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
redemption pursuant to the foregoing Section 10(b) and 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 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 terms of this Agreement; (iii) certificates
of assumed name; and (iv) all instruments that the General Partner deems
necessary or appropriate to qualify the Partnership to do business as a foreign
limited partnership in other
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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.
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 is elected pursuant to Section 15(c) and
such remaining general partner shall have elected to continue the business of
the Partnership, which any remaining general partner 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
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.
13. NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.
Subject to Section 14, neither the General Partner, DWR, nor any "affiliate"
(as defined in Section 14(c)) 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" (as
defined in Section 14(c)) 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" (as defined
in Section 14(c)) 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 of 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
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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 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 of any affiliate 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 capital and
profits, if any, in the Partnership, including amounts received on
distributions and redemptions and deemed received on Exchanges, together with
interest thereon. All rights to indemnification and payment of legal 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, "affiliates" for purposes of this Section 14
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, dispute, or litigation or otherwise incurs any loss 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 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
that is not adverse to the Limited Partners; (iv) effect the intent of the
allocations proposed herein to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such
A-16
<PAGE>
allocations; (v) attempt to ensure that the Partnership is not taxed as an
association taxable as a corporation for federal income tax purposes; (vi)
qualify or maintain the qualification of the Partnership as a limited
partnership in any jurisdiction; (vii) delete or add any provision of or to
this Agreement required to be deleted or added 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
requirements applicable to the General Partner and any other general partner,
as contemplated by Section 5 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 (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
reasonably believes 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, upon written request to the General
Partner and 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 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 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; provided, however, that no such
action will 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 provided further, that
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, meeting 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.
A-17
<PAGE>
16. 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 16.
17. 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, 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, 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
which they may have under Section 15.
(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 Demeter Management Corporation
Corporation, General
Partner, as Authorized Agent
and Attorney-in-Fact
By: ______________________________
Mark J. Hawley, President
By: ______________________________ Initial Limited Partner:
Mark J. Hawley, President
----------------------------------
Mark J. Hawley
A-18
<PAGE>
ANNEX TO LIMITED PARTNERSHIP AGREEMENT
THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED
PARTNER'S LOCAL DWR BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL PARTNER
AT LEAST 5 DAYS PRIOR TO THE LAST DAY OF THE MONTH IN WHICH THE REDEMPTION IS
TO BE EFFECTIVE.
DEAN WITTER SPECTRUM SERIES
REQUEST FOR REDEMPTION
A PARTNERSHIP SHALL ONLY REDEEM WHOLE UNITS OF LIMITED PARTNERSHIP INTEREST IN
A MINIMUM AMOUNT OF 50 UNITS, UNLESS A LIMITED PARTNER IS REDEEMING HIS ENTIRE
INTEREST IN SUCH PARTNERSHIP.
, 19
(Please date)
Dean Witter Spectrum Series
c/o Demeter Management Corporation
Two World Trade Center, 62nd Floor
New York, New York 10048
Attn: Managed Futures Account Department
Dear Sirs:
I hereby request Redemption, as of the last day of the month occurring at
least 5 days after receipt of this request, as defined in and subject to all of
the terms and conditions of the limited partnership agreement of the
partnership(s) specified below, of my capital account in an amount equal to the
respective Net Asset Value, as defined therein, of the following units of
limited partnership interest ("Units") of such partnership(s), less any amounts
specified in Section 10(b) of such limited partnership agreement:
<TABLE>
<CAPTION>
SPECIFY QUANTITY OF UNITS
TO BE REDEEMED
NAME OF PARTNERSHIP (CHECK BOX AND INSERT NUMBER, IF APPLICABLE)
------------------- ---------------------------------------------
<S> <C>
Dean Witter Spectrum Bal-
anced L.P.
[_] No. of Units____
[_] Entire Interest
-----------------------
Dean Witter Spectrum Stra-
tegic L.P.
[_] No. of Units____
[_] Entire Interest
-----------------------
Dean Witter Spectrum Tech-
nical L.P.
[_] No. of Units____
[_] Entire Interest
-----------------------
</TABLE>
This Redemption shall be effective as of the last day of the month occurring
at least 5 days after this Request for Redemption is received by the above
addressee. I may not redeem any Units before the end of the sixth month after I
first became a limited partner of any of the above partnerships. I (either in
my individual capacity or as an authorized representative of any entity, if
applicable) hereby represent and warrant that I am the true, lawful, and
beneficial owner of the Unit or Units (or fractions thereof) to which this
Request for Redemption relates, with full power and authority to request
redemption of such Units. Such Units are not subject to any pledge or otherwise
encumbered in any fashion. My signature has been guaranteed by a commercial
bank with a correspondent in New York, New York or by a member of a registered
national securities exchange.
A-19
<PAGE>
SIGNATURES MUST BE IDENTICAL TO NAME(S)
IN WHICH UNITS OF LIMITED PARTNERSHIP INTEREST ARE REGISTERED
___________________________ ________________________________________________
Print DWR Account Number Type or Print Name of Partner
________________________________________________
Street
________________________________________________
City State Zip Code
Individual Partner(s) or assignee(s)
X ______________________________________________
Signature(s) guaranteed by:
X ______________________________________________
X _________________________ X ______________________________________________
Signature(s) must be guaranteed, not notarized
(Signature(s) of partner(s) or assignee(s))
Entity Partner (or assignee)
Signature(s) guaranteed by:
________________________________________________
(Name of Entity)
___________________________
Signature(s) must be
guaranteed, not notarized
By: X __________________________________________
(Authorized officer, partner, trustee, or
custodian.
If a corporation, include certified
copy of authorizing resolution.)
If an Individual Retirement Account or other self-directed employee benefit
plan, please also complete the following:
_________________________________
(Name of Plan Participant)
X _______________________________
(Signature of Plan Participant)
A-20
<PAGE>
EXHIBIT B
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
DEAN WITTER SPECTRUM SERIES
UNITS OF LIMITED PARTNERSHIP INTEREST SUBSCRIPTION AND EXCHANGE INSTRUCTIONS
Subscribers who are (i) redeeming units in another commodity pool for which
the General Partner serves as the general partner and commodity pool operator
or (ii) redeeming Units in a Spectrum Series Partnership pursuant to a Series
Exchange ("Exchange Subscribers") should follow the instructions below,
including those labeled "For Exchange Subscribers Only."
Any person desiring to subscribe for Units should carefully read and review
the Prospectus dated April 30, 1996 and this Subscription and Exchange
Agreement and Power of Attorney.
NON-EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY ON
PAGES B-7 AND B-8, AND EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND
BLANKS ONLY ON PAGES B-9 AND B-10, USING BLACK INK, AS FOLLOWS:
Item 1 --Enter Dean Witter Reynolds Inc. ("DWR") Account
Number.
--Enter the Social Security Number or Taxpayer ID
Number and check the appropriate box to indicate
the type of entity that is subscribing. In case
of joint ownership, either Social Security
Number may be used.
--Subscriber(s) must (i) if a United States
taxable Subscriber(s), review the representation
relating to backup withholding tax under "United
States Taxable Investors Only" on Page B-7 (for
Non-Exchange Subscribers) or Page B-9 (for
Exchange Subscribers) or (ii) if a non-United
States Subscriber, review the representation
relating to such Subscriber's classification as
a non-resident alien for United States federal
income tax purposes under "Non-United States
Investors Only" on Page B-7 (for Non-Exchange
Subscribers) or Page B-9 (for Exchange
Subscribers). THE SUBSCRIBER(S) MUST SIGN BELOW
TAX REPRESENTATION IN ITEM 1.
--Enter the exact name in which the Units are to
be held based on ownership type, and enter
residency and other information.
--Enter taxable year of Subscriber, if other than
calendar year.
--Check box if the Subscriber is 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.
--Subscriber purchasing Units as custodian for a
minor: (i) if a gift to minor not made with
minor's funds, net worth and annual income
representations apply only to Subscriber or (ii)
if not a gift, net worth and annual income
representations apply only to such minor.
--Subscriber purchasing Units as a trustee or
custodian of an employee benefit plan with an
individual beneficiary or of an individual
retirement account ("IRA") at the direction of
the beneficiary of such plan or IRA: net worth
and annual income representations apply only to
the beneficiary of such plan or account.
Item 2 For Non-Exchange --Enter the dollar amount of the subscription for
Subscribers Only each Partnership.
--Enter the name of the limited partnership from
Item 2 For Exchange which units are to be redeemed; specify the
Subscribers Only quantity to be redeemed.
Item 3 --Subscriber(s) must execute the Subscription and
Exchange Agreement and Power of Attorney
Signature Page (on Page B-8 (for Non-Exchange
Subscribers) or Page B-10 (for Exchange
Subscribers)).
Item 3 --Account Executives must complete the required
information.
--This Subscription and Exchange Agreements and
Power of Attorney must be mailed to Dean Witter
Reynolds Inc. at Two World Trade Center, 62nd
Floor, New York, New York 10048.
B-1
<PAGE>
DEAN WITTER SPECTRUM SERIES
---------------
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
Any person subscribing for Units of Limited Partnership Interest ("Units")
in the Dean Witter Spectrum Series, consisting of three commodity pool limited
partnerships (Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum
Technical L.P., and Dean Witter Spectrum Balanced L.P.; each, a "Partnership,"
and collectively, the "Partnerships") should carefully read and review the
Partnership's Prospectus dated April 30, 1996 (the "Prospectus"). Capitalized
terms used below and not defined in this Agreement are defined (and described
in detail) in the Prospectus.
For Non-Exchange Subscribers Only: By executing the Signature Page of this
Agreement and Power of Attorney ("Agreement"), the undersigned Subscriber
("Subscriber") irrevocably subscribes for Units in one or more of the
Partnerships at a price per Unit, as described in the Prospectus.
For Exchange Subscribers Only: By executing the Signature Page of this
Agreement and Power of Attorney, the undersigned Subscriber ("Subscriber")
irrevocably redeems 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, hereby irrevocably subscribes for Units in one or
more of the Partnerships at a price per Unit, as described in the Prospectus.
- -------------------------------------------------------------------------------
PAYMENT INSTRUCTIONS
- -------------------------------------------------------------------------------
If this Agreement is accepted, Subscriber agrees to contribute Subscriber's
subscription to each Partnership designated herein and to be bound by the
terms of such Partnership's Limited Partnership Agreement, included as Exhibit
A to the Prospectus (the "Limited Partnership Agreement"). The undersigned
Subscriber hereby authorizes and directs Demeter Management Corporation (the
"General Partner") and DWR to transfer the appropriate amount from
Subscriber's customer account with DWR (the "Customer Account") to the Dean
Witter Spectrum Series Escrow Account established with Chemical Bank, New
York, New York. BY EXECUTION OF THE SIGNATURE PAGE ATTACHED HERETO, SUBSCRIBER
SHALL BE DEEMED TO HAVE EXECUTED THIS AGREEMENT AND THE LIMITED PARTNERSHIP
AGREEMENT OF EACH PARTNERSHIP FOR WHICH UNITS HAVE BEEN SUBSCRIBED (INCLUDING
THE POWERS OF ATTORNEY HEREIN AND THEREIN). PAYMENT OF THIS SUBSCRIPTION MUST
BE MADE BY CHARGING THE CUSTOMER ACCOUNT. IN THE EVENT THAT SUBSCRIBER DOES
NOT HAVE A CUSTOMER ACCOUNT OR DOES NOT HAVE SUFFICIENT FUNDS IN SUBSCRIBER'S
EXISTING CUSTOMER ACCOUNT, SUBSCRIBER SHOULD MAKE APPROPRIATE ARRANGEMENTS
WITH SUBSCRIBER'S DWR ACCOUNT EXECUTIVE, IF ANY, AND IF NONE, SHOULD CONTACT
SUBSCRIBER'S LOCAL DWR 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 SUBSCRIBER FOR PROPER
PLACEMENT WITH THE DWR BRANCH OFFICE WHERE SUBSCRIBER'S CUSTOMER ACCOUNT IS
MAINTAINED.
For Exchange Subscribers Only: PAYMENT OF THIS SUBSCRIPTION MUST BE MADE BY
APPLYING THE PROCEEDS FROM THE REDEMPTION OF LIMITED PARTNERSHIP UNITS IN ONE
OF THE PARTNERSHIPS OR ANOTHER COMMODITY POOL FOR WHICH DEMETER MANAGEMENT
CORPORATION, THE GENERAL PARTNER OF EACH PARTNERSHIP (THE "GENERAL PARTNER"),
SERVES AS THE GENERAL PARTNER AND COMMODITY POOL OPERATOR. SUBSCRIBER MAY ONLY
REDEEM UNITS AT SUCH TIMES AS ARE SPECIFIED IN THE APPLICABLE LIMITED
PARTNERSHIP AGREEMENT FOR SUCH OTHER COMMODITY POOL, AND UNDER CERTAIN
CIRCUMSTANCES DESCRIBED THEREIN, SUBSCRIBER MAY BE SUBJECT TO A REDEMPTION
CHARGE.
- -------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
- -------------------------------------------------------------------------------
Subscriber (for myself/ourselves, and, if Subscriber is an entity, on behalf
of and with respect to such entity and its shareholders, partners, or
beneficiaries) hereby represents and warrants to the General Partner and each
Partnership in which Subscriber is purchasing Units, as follows:
(1) Subscriber has received a copy of the Prospectus, including the
Limited Partnership Agreements.
(2) Subscriber is of legal age to execute this Agreement and is legally
competent to do so.
(3) Subscriber has either: (a) net worth of at least $75,000 (exclusive
of home, furnishings, and automobiles); or (b) net worth of at least
$30,000 (exclusive of home, furnishings, and automobiles) and annual gross
income of at least $30,000. However, if Subscriber is a resident and/or
subject to regulation by one of the states which imposes more restrictive
suitability requirements than the foregoing, or requires a higher minimum
investment, as set forth below under the caption "State Suitability
Requirements" (or in the special Supplement to the Prospectus for residents
of the State in which Subscriber resides), Subscriber's net worth and/or
income and investment satisfies the requirements of such state. (If Units
are being purchased by spouses as joint owners, their joint net worth and
annual income may be used to satisfy applicable state suitability
requirements.) Subscriber agrees to provide any additional documentation
requested by the General Partner, as may be required by the securities
administrators of certain states to confirm that Subscriber meets the
applicable minimum financial suitability standards to invest in the
Partnerships.
(4) The address set forth on the Signature Page is Subscriber's true and
correct residence and Subscriber has no present intention of becoming a
resident of any other state or country. All the information that is
provided on the Signature Page regarding Subscriber is correct and complete
as of the date of this Agreement, and, if there should be any material
change in such information prior to Subscriber's admission as a Limited
Partner, Subscriber will immediately furnish such revised or corrected
information to the General Partner.
B-2
<PAGE>
(5) If Subscriber is an employee benefit plan, to the best of
Subscriber's knowledge, neither the General Partner, DWR, any Additional
Seller, any trading manager, nor any of their respective affiliates either:
(a) has investment discretion with respect to the investment of
Subscriber's plan assets; (b) has authority or responsibility to or
regularly gives investment advice with respect to such plan assets for a
fee and pursuant to an agreement or understanding that such advice will
serve as a primary basis for investment decisions with respect to such plan
assets and that such advice will be based on the particular investment
needs of the plan; or (c) is an employer maintaining or contributing to
such plan. For purposes hereof, an "employee benefit plan" shall include
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 IRAs.
(6) Unless (7) or (8) below is applicable, Subscriber's subscription is
made with Subscriber's funds for Subscriber's own account and not as
trustee, custodian or nominee for another.
(7) The subscription, if made as custodian for a minor, is a gift
Subscriber has made to such minor and is not made with such minor's funds
or, if not a gift, the representations as to net worth and annual income
set forth herein apply only to such minor.
(8) If Subscriber is 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 Subscriber is subscribing in a representative capacity, Subscriber
has full power and authority to purchase the Units and enter into and be
bound by this Agreement on behalf of the entity for which the Subscriber is
purchasing the Units, and such entity has full right and power to purchase
such Units and enter into and be bound by this Agreement and become a
Limited Partner pursuant to each applicable Limited Partnership Agreement.
Additional Representation and Warranty for Exchange Subscribers Only
(10) Subscriber is 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 the subject to this redemption request are
not subject to any pledge or otherwise encumbered in any fashion.
SUBSCRIBER'S SIGNATURE HAS BEEN GUARANTEED BY A COMMERCIAL BANK WITH A
CORRESPONDENT IN NEW YORK, NEW YORK, OR BY A MEMBER OF A REGISTERED
NATIONAL SECURITIES EXCHANGE.
By making the representations and warranties set forth above, Subscribers
should be aware that they have not waived any rights of action which they may
have under applicable federal or state securities laws. Federal and state
securities laws provide that any such waiver would be unenforceable.
Subscribers 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 Additional Seller, any trading manager, DWR, or others in any
subsequent litigation or other proceeding.
- -------------------------------------------------------------------------------
STATE SUITABILITY REQUIREMENTS
- -------------------------------------------------------------------------------
Except as indicated below, investors in the Partnerships must have a net
worth (exclusive of home, furnishings, and automobiles) of at least $75,000
or, failing that standard, have a net worth (same exclusions) of at least
$30,000 and an annual gross income of at least $30,000, and must make a
minimum aggregate investment of $5,000 or $2,000 in the case of IRAs or, in
the case of a Non-Series Exchange, the lesser of (i) $5,000 ($2,000 in the
case of IRAs), (ii) the proceeds from the sale of five units (two units in the
case of IRAs), or (iii) the proceeds of the redemption of the Subscriber's
entire interest in another commodity pool. However, the states listed below
(or, in certain cases, in special Supplements to the Prospectus attached
thereto) have more restrictive suitability or minimum investment requirements
for Subscribers residing therein. Please read the following list to make sure
that Subscriber meets the minimum suitability and/or investment requirements
for the state in which Subscriber resides. (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.)
<TABLE>
<S> <C>
ALABAMA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
ARIZONA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
ARKANSAS: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
CALIFORNIA: $100,000 NW and $50,000 AI.
INDIANA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
IOWA: (1) the minimum initial investment for Individual Retirement Accounts is $3,000;
and (2) the Subscriber has at least (a) $225,000 NW, or (b) $60,000 NW and
$60,000 TI.
KANSAS: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
KENTUCKY: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
MAINE: (1) The minimum investment for all Subscribers at each Closing (including
Individual Retirement Accounts and Subscribers making additional investments at
subsequent Closings) is $5,000; and (2) the Subscriber has at least (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.
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
MICHIGAN: (a) $225,000 NW and investment may not exceed 10% of NW, or (b) $60,000 NW and
$60,000 AI and investment may not exceed 10% of NW.
MISSISSIPPI: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
MISSOURI: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
NEBRASKA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
NEW HAMPSHIRE: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
NEW MEXICO: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
NORTH CAROLINA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
OHIO: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
OKLAHOMA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
OREGON: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
PENNSYLVANIA: (1) (a) $175,000 NW, or (b) $100,000 NW and $50,000 TI; and (2) if Subscriber has
less than $1,000,000 NW, the 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.
VERMONT: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
WASHINGTON: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
WISCONSIN: (1) Solely as to Wisconsin residents who purchased Units in any of the
Partnerships prior to September 15, 1995, (a) $75,000 NW, or (b) $30,000 NW and
$30,000 AI; (2) solely as to Wisconsin residents who have not previously
purchased Units in any of the Partnerships, or who purchased Units in any of the
Partnerships on or after September 15, 1995, (a) $150,000 NW, or (b) $45,000 NW
an $45,000 AI.
</TABLE>
- -------------------------------------------------------------------------------
SIGNIFICANT DISCLOSURES
- -------------------------------------------------------------------------------
Subscriber should read the Prospectus in its entirety before completing this
Agreement and subscribing for Units, and should carefully consider the
information contained therein as well as the following information (which is
set forth in detail in the Prospectus) concerning an investment in the
Partnerships:
(1) The General Partner and DWR, the commodity broker, are each wholly-
owned subsidiaries of Dean Witter, Discover & Co., and conflicts of
interest therefore exist. The principal business address of the General
Partner is Two World Trade Center, 62nd Floor, New York, New York 10048.
(2) DWR will receive substantial commodity brokerage fees from the
Partnerships and may also realize the benefits of excess interest earned on
the Partnerships' funds and compensating balance benefits from deposits of
the Partnerships' funds, subject to certain limitations as described in the
Prospectus. A Limited Partner will consent to the execution and delivery by
the General Partner on behalf of each Partnership of a Customer Agreement
with DWR, and to the payment to DWR of such brokerage fees and benefits.
(3) The performance information in the Prospectus should be read only in
conjunction with the textual description and notes thereto, and such data
should not be interpreted to mean that the Partnerships will have similar
results or will realize any profits whatsoever. A Limited Partner will
consent to the execution and delivery by the General Partner on behalf of
each Partnership of the Management Agreements with the trading managers (as
described in the Prospectus) and with such other trading managers as the
General Partner may retain from time to time.
(4) Units cannot be transferred or assigned except as set forth in the
Limited Partnership Agreements. A Limited Partner may not redeem or
exchange Units of any Partnership prior to the sixth month end following
the closing at which such person first became a Limited Partner of a
Partnership. Thereafter, Units may be exchanged or redeemed as of the end
of any month. However, any Unit acquired by a subscriber which is redeemed
at or prior to the end of the twelfth, eighteenth, or twenty-fourth month
following the closing at which such Unit was issued will be assessed a
redemption charge equal to 3%, 2%, or 1%, respectively, of the Net Asset
Value of the Unit redeemed on the date of such redemption. The foregoing
charges will be paid to DWR. Units purchased pursuant to a Non-Series
Exchange will not be subject to the foregoing redemption charges under the
circumstances described below. 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 received upon redeeming an interest in another partnership and used
to purchase Units by (b) the total investment in the Partnerships.
Redemptions of Units will be deemed to be in the order in which they are
purchased (assuming purchases at more than one closing), with Units not
subject to a redemption charge being deemed to be the first Units purchased
at a closing. Limited Partners who redeem Units 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 Units, (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. Such subscribers remain
subject to the minimum purchase and suitability requirements. Subscribers
who purchase $500,000 or more of Units will not be subject to the
redemption charges described above. A Limited Partner who redeems Units
pursuant to a Series Exchange will not be subject to the redemption charges
described above with respect to the redeemed Units. Units acquired pursuant
to a Series Exchange
B-4
<PAGE>
will be deemed as having the same purchase date as the Units exchanged for
purposes of determining the applicability of any redemption charges. Units
may only be redeemed upon 5 business days' written notice to the General
Partner prior to the effective date of redemption, which will be the last
day of a calendar month.
(5) All subscriptions are subject to acceptance or rejection by the
General Partner in whole or in part for any reason and are irrevocable by
Subscribers.
(6) A Limited Partner may be able to invest in any member partnerships of
the Dean Witter Spectrum Series formed subsequent to the date hereof by ex-
changing Units as provided in the Limited Partnership Agreements. Any such
investment will be subject to a Limited Partner's prior receipt of, and will
be subject to all of the terms and conditions described in, a prospectus or
supplement to the Prospectus offering an investment in any such newly orga-
nized partnership.
(7) During the Continuing Offering, Units are being offered for sale at
"Monthly Closings" to be held as of the last day of each month. The Net As-
set Value of a Unit may increase or decrease substantially between the date
of this subscription and the date of the Monthly Closing at which this sub-
scription is accepted by the General Partner; consequently, the undersigned
Subscriber may receive more or fewer Units than would be received if the
Monthly Closing were held on the date of this subscription.
- -------------------------------------------------------------------------------
ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS
- -------------------------------------------------------------------------------
The Subscriber hereby agrees that as of the date that Subscriber's name is
entered on the books of a Partnership, Subscriber shall become a Limited
Partner of such Partnership. Subscriber hereby agrees to each and every term
of the Limited Partnership Agreement of such Partnership as if Subscriber's
signature were subscribed thereto. Subscriber further agrees that DWR may
receipt on Subscriber's behalf for the Units purchased by Subscriber hereunder
upon the issuance of such Units by the Partnership (although no certificate
evidencing Unit(s) will be issued to Subscriber).
- -------------------------------------------------------------------------------
POWER OF ATTORNEY AND GOVERNING LAW
- -------------------------------------------------------------------------------
Subscriber hereby irrevocably constitutes and appoints Demeter Management
Corporation, the General Partner of each Partnership, as Subscriber's true and
lawful Attorney-in-Fact, with full power of substitution, in Subscriber's
name, place, and stead, to do all things necessary to admit it as a Limited
Partner of each Partnership requested below, and such other Partnership(s) of
the Dean Witter Spectrum Series as Subscriber may request from time to time,
and to admit others as additional or substituted Limited Partners to such
Partnerships so long as such admission is in accordance with the terms of the
applicable Limited Partnership Agreement or any amendment thereto, 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
to execute, acknowledge, swear to, deliver, file, and record on Subscriber's
behalf and as necessary in the appropriate public offices, and publish: (a)
the Limited Partnership Agreements and the Certificates 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 the Limited Partnership Agreements or
the Certificates of Limited Partnership made in accordance with the terms of
the Limited Partnership Agreements; (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;
The Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and survive the death, incapacity,
dissolution, liquidation, or termination of Subscriber.
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.
- -------------------------------------------------------------------------------
RECEIPT OF DOCUMENTATION
- -------------------------------------------------------------------------------
The regulations of the Commodity Futures Trading Commission require that the
undersigned Subscriber be given a copy of the Prospectus (which includes the
most current annual report for the Partnerships), as well as certain
additional documentation consisting of: (a) a supplement to the Prospectus,
which must be given to the undersigned if the Prospectus is dated more than
six months prior to the date that the undersigned first receives the
Prospectus, and (b) the most current monthly account statement for the
Partnerships, which must be distributed within 30 calendar days after the end
of each month. The undersigned hereby acknowledges receipt of the Prospectus
and the additional documentation referred to above, if any.
B-5
<PAGE>
[This page intentionally left blank]
B-6
<PAGE>
DEAN WITTER SPECTRUM SERIES
UNITS OF LIMITED PARTNERSHIP INTEREST
A
PLEASE PRINT OR TYPE. USE BLACK INK ONLY.
The Subscriber named below, by execution and delivery of this Signature Page
and by payment of the purchase price for Units of Limited Partnership Interest
("Units") in the Dean Witter Spectrum Series (the "Partnerships"), hereby
subscribes for Units in the Partnership(s) specified below at a price equal to
100% of the Net Asset Value as of the close of business on the last day of the
month immediately preceding the applicable Monthly Closing.
By such execution and payment, the Subscriber acknowledges receipt of the
Prospectus of the Partnerships dated April 30, 1996, 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 hereby.
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Item 1 -- SUBSCRIBER (Subscriber MUST Sign Below Tax Representation)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FUND SYMBOL AMOUNT OF SUBSCRIPTION
[_][_][_][-][_][_][_][_][_][_] [DWSB] DEAN WITTER SPECTRUM BALANCED L.P. $[ ] .00
DWR ACCOUNT NO. [DWSS] DEAN WITTER SPECTRUM STRATEGIC L.P. $[ ] .00
[DWST] DEAN WITTER SPECTRUM TECHNICAL L.P. $[ ] .00
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
TAXABLE INVESTORS NON-TAXABLE INVESTORS
[_][_][_]-[_][_]-[_][_][_][_] OR [_][_]-[_][_][_][_][_][_][_] OR [_][_][_][_][_][_][_][_][_][_][_]
Social Security Number of: (check one) Taxpayer ID Number for: (check one) Soc. Sec. #/Taxpayer ID # for: (check
one)
[_] Individual Ownership [_] Trust other than Grantor or [_] IRA (the DWR Branch Manager must
[_] Joint Tenants with Rights of Revocable Trust sign below for IRA accounts)
Survivorship [_] Estate [_] Employee Benefit Plan
[_] Tenants in Common [_] UGMA/UTMA (Minor) (Participant-Directed)
[_] Community Property [_] Partnership [_] Defined Benefit Plan (Other)
[_] Grantor or other Revocable Trust [_] Corporation [_] Other (specify) _______
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES INVESTORS ONLY:
- ------------------------------------- ---------------------------------
<S> <C>
[_] Check box if Subscriber is subject to backup withholding Under penalties of perjury, by signature below,
under the provisions of Section 3406(a)(1)(C) of the OR the Subscriber certifies that such Subscriber is
Internal Revenue Code. NOT
If Subscriber's taxable year is other than the calendar year, (a) a citizen or resident of the United States;
indicate the date on which Subscriber's taxable year (b) or, a United States corporation, partnership,
ends ................... estate or trust.
</TABLE>
Under penalties of perjury, by signing below, I certify that the Social Security
Number (or Taxpayer ID Number) above to be the true, correct and complete Social
Security Number (or Taxpayer ID Number) and that all the information above is
true, correct and complete.
<TABLE>
<S> <C> <C>
X _____________________________________________________________________________________________________________
(Signature of Subscriber or Officer, Partner or Trustee [or Branch Manager in the case of IRAs]) Date
If Subscriber is an Entity: Type or Print Name of Entity: .................................................
Name: .............................................. Date: ...................
Title: ........................................................................
Full Name of Account ..........................................................................................
(Subscriber's Name or Name of Trust or Custodial Account--do not use initials)
Subscriber is a resident of........................ and a citizen of...........................................
(name of country) (name of county)
Street Address ................................................................................................
(MUST be residence address--P.O. Box alone not acceptable)
City........................ State............. Zip Code............Tel. No. (.....)..........................
</TABLE>
[_] Check here if Subscriber is 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 the Partnership would be treated as
effectively connected. (Subscriber must complete Form W-8 which may be obtained
from a DWR Account Executive.)
FOR NON-EXCHANGE SUBSCRIBERS ONLY
B-7
<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)
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.............
- -------------------------------------------------------------------------------
Item 2 -- SIGNATURE(S) -- Subscriber(s) MUST Sign Under Tax Representation on
Preceding Page and Below
- -------------------------------------------------------------------------------
(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION)
If this subscription is for a joint or community property account, the
statements, representations, and warranties set forth in this Subscription
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".
X .................................... X ....................................
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
(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 corporate officer, partner or trustee hereby certifies and
warrants that s/he has full power and authority from or on behalf of the
entity named below and its shareholders, partners, or beneficiaries to
complete, execute and deliver this Subscription and Exchange Agreement and
Power of Attorney on their behalf and that statements, representations, and
warranties made herein on their behalf, and that investment in the Partnership
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.
...................................... X.....................................
(Type or Print Name of Entity) (Signature) Date
Print Name ........................... Title ................................
- -------------------------------------------------------------------------------
Item 3 -- Account Executive Use Only (Complete in Full and in Ink)
- -------------------------------------------------------------------------------
THE UNDERSIGNED ACCOUNT EXECUTIVE
HEREBY CERTIFIES THAT: THE ACCOUNT EXECUTIVE MUST SIGN BELOW
(1) s/he has informed the Subscriber IN ORDER TO SUBSTANTIATE COMPLIANCE
about the liquidity and WITH ARTICLE III, SECTION 34 OF THE
marketability of the Units as set NASD'S RULES OF FAIR PRACTICE.
forth in the Prospectus.
X ....................................
(2) based on information obtained from Account Executive's Signature
the Subscriber concerning this
Subscriber's investment
objectives, other investments,
financial situation, needs and any
other relevant information, that
s/he reasonably believes that:
(a) such Subscriber is or will be in ......................................
a financial position appropriate Type or Print Full Name of Account
to enable such Subscriber to Executive
realize the benefits of the
Partnership as described in the Telephone Number ( ........ ) ........
Prospectus;
(b) such Subscriber has a net worth FOR OFFICE USE ONLY--SUITABILITY
sufficient to sustain the risk APPROVAL
inherent in the Partnership [_________________] [_______________]
(including loss of investment and Branch Manager Date
lack of liquidity); and Initials
(c) the Partnership is otherwise a
suitable investment for such
Subscriber; and
(3) the Subscriber received the
Prospectus at least five business
days prior to the Closing.
B-8
<PAGE>
DEAN WITTER SPECTRUM SERIES
B
SIGNATURE PAGE FOR EXCHANGE SUBSCRIBERS ONLY
PLEASE PRINT OR TYPE. USE BLACK INK ONLY.
THIS REQUEST FOR REDEMPTION AND EXCHANGE SHOULD BE DELIVERED TO THE LOCAL
DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL PARTNER AT LEAST
FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE MONTHLY CLOSING.
Redemption of units of any partnership must be in whole units or multiples of
$1,000, unless a limited partner is redeeming its entire interest in such
partnership. The Subscriber named below, by execution and delivery of this
Signature Page, hereby redeems the units of limited partnership interest of the
limited partnership named in Item 2 below and, by application of the proceeds
of such redemption to the payment of the purchase price for Units of Limited
Partnership Interest ("Units") in one or more Partnerships in Dean Witter
Spectrum Series (the "Partnerships"), hereby subscribes for Units in the
Partnership(s) specified below at a price equal to 100% of the Net Asset Value
as of the close of business on the last day of the month immediately preceding
the applicable Monthly Closing.
By such execution and payment, the Subscriber acknowledges receipt of the
Prospectus of the Partnerships dated April 30, 1996, 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 below.
------------------------------------------------------------------------------
Item 1 -- SUBSCRIBER (Subscriber MUST Sign Below Tax Representation)
------------------------------------------------------------------------------
DWR ACCOUNT NO.[_][_][_]-[_][_][_][_][_][_]
------------------------------------------------------------------------------
Item 1A - REDEMPTION AND SUBSCRIPTION
------------------------------------------------------------------------------
The price per Unit of the Partnership equals 100% of the Net Asset Value of a
Unit of the applicable Partnership on the date of the applicable closing.
SPECIFY QUANTITY OF UNITS TO BE REDEEMED (CHECK BOX
AND INSERT NUMBER, IF APPLICABLE)
<TABLE>
<CAPTION>
Specify quantity of Units to be redeemed
SYMBOL OF FUND IN WHICH UNITS ARE OWNED (check box and insert number, if applicable) FUND SYMBOL
<S> <C> <C>
[_][_][_][_][_] [_]Entire Interest or [_]Whole Units [________] to [_][_][_][_]
[_][_][_][_][_] [_]Entire Interest or [_]Whole Units [________] to [_][_][_][_]
[_][_][_][_][_] [_]Entire Interest or [_]Whole Units [________] to [_][_][_][_]
</TABLE>
The Subscriber hereby authorizes Demeter Management Corporation to redeem the
above quantity of units of limited partnership interest set forth opposite
the name of the partnership identified above at the Net Asset Value thereof,
as defined in the limited partnership agreement of such partnership, less any
redemption charges, and to utilize the net proceeds thereof to purchase Units
in the applicable Partnership as indicated. With respect to the Partnerships,
an exchange may only be made in whole Units, with a minimum of 5 Units in a
regular account for any partnership other than the Partnerships (500 Units in
the case of the Partnerships), or 2 Units in an IRA for any partnership other
than the Partnerships (200 Units in the case of the Partnerships), unless a
limited partner is liquidating his entire interest in a partnership.
------------------------------------------------------------------------------
TAXABLE INVESTORS
<TABLE>
<CAPTION>
NON-TAXABLE INVESTORS
<S> <C> <C>
[_][_][_]-[_][_]-[_][_][_][_] OR [_][_]-[_][_][_][_][_][_][_] OR [_][_][_][_][_][_][_][_][_][_][_]
Social Security Number of: (check one) Taxpayer ID Number for: (check one) Soc. Sec. #/Taxpayer ID # for: (check one)
[_]Individual Ownership [_]Trust other than Grantor or
Revocable Trust [_]IRA (the DWR Branch Manager must
[_]Joint Tenants with Rights of sign below for IRA accounts)
Survivorship [_]Estate
[_]Tenants in Common [_]UGMA/UTMA (Minor) [_]Employee Benefit Plan (Participant-
Directed)
[_]Community Property [_]Partnership [_]Defined Benefit Plan (Other)
[_]Grantor or other Revocable Trust [_]Corporation [_]Other (specify) _______
</TABLE>
- --------------------------------------------------------------------------------
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES
INVESTORS ONLY:
[_] Checkbox if Subscriber is subject to backup Under penalties of
withholding under the provisions of Section perjury, by signature
3406(a)(1)(C) of the Internal Revenue Code. OR below, the Subscriber
If Subscriber's taxable year is other than the certifies that such
calendar year, indicate the date on which Subscriber is NOT
Subscriber's taxable year
ends ................. (a) a citizen or resident
of the United States;
Under penalties of perjury, by signing below, I
certify that the Social Security Number (or (b) or, a United States
Taxpayer ID Number) above to be the true, correct corporation,
and complete Social Security Number (or Taxpayer partnership, estate
ID Number) and that all the information above is or trust.
true, correct and complete.
X _____________________________________________________________________
(Signature of Subscriber or Officer, Partner or Trustee [or Branch Manager in
the case of IRAs]) Date
If Subscriber is an Entity:
Type or Print Name of Entity: ........................
Name: .................................. Date: ......
Title: ...............................................
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
FOR EXCHANGE SUBSCRIBERS ONLY
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
B-9
<PAGE>
Full Name of Account .......................................................
(Subscriber's Name or Name of Trust or Custodial
Account--do not use initials)
Subscriber is a resident of.........and a citizen of..................
(name of country) (name of county)
Street Address (P.O. Box alone not acceptable)..............................
City.................State........ Zip Code.......Tel. No. ).............
(........
[_] Check here if Subscriber is 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 the Partnership would be treated as
effectively connected. (Subscriber must complete Form W-8 which may be
obtained from a DWR Account Executive.)
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) ................................
City.......................................State.............. Zip Code........
Co-Subscriber, Trustee or Custodian is a and a citizen of....................
resident of................................
Minor (if not a gift) is a resident of.....and a citizen of....................
- -------------------------------------------------------------------------------
Item 2 -- SIGNATURE(S) -- Subscriber(s) MUST Sign Under Tax Representation on
Preceding Page and Below
- -------------------------------------------------------------------------------
(INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION)
If this subscription is 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".
X .................................... X ....................................
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
(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 corporate officer, partner or trustee hereby certifies and
warrants that s/he has full power and authority from or on behalf of the
entity named below and its shareholders, partners, or beneficiaries to
complete, execute and deliver this Subscription Agreement and Power of
Attorney on their behalf and that statements, representations, and warranties
made herein on their behalf, and that investment in the Partnership 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.
...................................... X.....................................
(Type or Print Name of Entity) (Signature) Date
Print Name ........................... Title ................................
- -------------------------------------------------------------------------------
Item 3 -- Branch Manager and Account Executive Use Only (Complete in Full and
in Ink)
- -------------------------------------------------------------------------------
THE UNDERSIGNED ACCOUNT EXECUTIVE
HEREBY CERTIFIES THAT: THE ACCOUNT EXECUTIVE MUST SIGN BELOW
IN ORDER TO SUBSTANTIATE COMPLIANCE
(1) the above signature(s) are true WITH ARTICLE III, SECTION 34 OF THE
and correct. NASD'S RULES OF FAIR PRACTICE.
X ....................................
(2) s/he has informed the Subscriber Account Executive's Signature
about the liquidity and
marketability of the Units as set
forth in the Prospectus.
......................................
Type or Print Full Name of Account
Executive
(3) based on information obtained from
the Subscriber concerning this
Subscriber's investment
objectives, other investments,
financial situation, needs and any
other relevant information, that
s/he reasonably believes that:
Telephone Number ( ........ ) ........
THE UNDERSIGNED BRANCH MANAGER HEREBY
CERTIFIES THAT:
(1) the above signature(s) is/are
true and correct.
(a) such Subscriber is or will be in
a financial position appropriate
to enable such Subscriber to
realize the benefits of the (2) the above client(s) is/are
Partnership as described in the suitable.
Prospectus; X ....................................
Branch Manager's Signature
(b) such Subscriber has a net worth ......................................
sufficient to sustain the risk Type or Print Full Name of Branch
inherent in the Partnership Manager
(including loss of investment and
lack of liquidity); and
(c) the Partnership is otherwise a
suitable investment for such
Subscriber; and
(4) the Subscriber received the
Prospectus at least five business
days prior to the Closing.
B-10
<PAGE>
Prospectus Supplement filed pursuant
to SEC Rule 424(b)(3); SEC File No. 333-3222
DEAN WITTER SPECTRUM SERIES
SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1996 AND
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
FOR DISTRIBUTION SOLELY IN THE STATE OF MAINE
Supplementing "Summary of the Prospectus--The Offering--Subscription
Procedure" and "Subscription Procedure" in the Prospectus, and the
Subscription and Exchange Agreement and Power of Attorney included as Exhibit
B to the Prospectus, Maine residents are hereby notified that a subscriber in
Maine may revoke his Subscription and Exchange Agreement and Power of Attorney
and receive a full refund of the subscription amount and any accrued interest
thereon (or in the case of a Series Exchange or Non-Series Exchange, revoke
his Subscription and Exchange Agreement and Power of Attorney and the
redemption of units of limited partnership interest of the other limited
partnership), within five business days after execution of such Agreement, or
not later than 3:00 p.m., New York City time, on the date of the applicable
closing, whichever comes first, by delivering written notice to his DWR
account executive.
April 30, 1996
<PAGE>
Prospectus Supplement filed pursuant
to SEC Rule 424(b)(3); SEC File No. 333-3222
DEAN WITTER SPECTRUM SERIES
SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1996 AND CUSTOMER BROCHURE
FOR DISTRIBUTION SOLELY IN THE STATE OF MISSOURI
. Investors should be aware that Spectrum Strategic had underperformed,
while Spectrum Balanced and Spectrum Technical had outperformed, the U.S.
Department of Labor Bureau of Labor Statistics Consumer Price Index [All Urban
Consumers--U.S. City Average--All Items) through February 1996. As regards the
18 other publicly-offered commodity pools operated by the General Partner, 8
underperformed and 10 outperformed such Index through February 1996 (or, in
the case of three such pools, the date of dissolution). See "The Spectrum
Series--Performance Records" and, as regards such other pools, the summary
performance information (in particular, the "Cumulative rate of return since
inception" figure) under "The General Partner--Description and Performance
Information of Commodity Pools Operated by the General Partner" in the
Prospectus.
. Investors should note, however, that the assets of most of such other
pools have been managed in whole or in part by persons other than the trading
managers for the Partnerships, and, even where such pools have been managed by
one of the trading managers, such pools either have different fee structures
or different trading programs have been employed. See "The Trading Managers"
in the Prospectus for performance information regarding the Partnerships'
trading managers.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
April 30, 1996
<PAGE>
Prospectus Supplement filed pursuant
to SEC Rule 424(b)(3); SEC File No. 333-3222
DEAN WITTER SPECTRUM SERIES
SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1996 AND SUBSCRIPTION AND EXCHANGE
AGREEMENT AND POWER OF ATTORNEY
FOR DISTRIBUTION SOLELY IN THE STATE OF MASSACHUSETTS
Supplementing "Summary of the Prospectus--The Offering--Subscription
Procedure" and "Subscription Procedure" in the Prospectus, and the Subscription
and Exchange Agreement and Power of Attorney included as Exhibit B to the
Prospectus, Massachusetts residents are hereby notified that a subscriber in
Massachusetts may revoke his Subscription and Exchange Agreement and Power of
Attorney and receive a full refund of the subscription amount and any accrued
interest thereon (or in the case of a Series Exchange or Non-Series Exchange,
revoke his Subscription and Exchange Agreement and Power of Attorney and the
redemption of units of limited partnership interest of the other limited
partnership), within five business days after execution of such Agreement, or
no later than 3:00 p.m., New York City time, on the date of the applicable
closing, whichever comes first, by delivering written notice to his DWR account
executive.
April 30, 1996
