WITTER DEAN SPECTRUM TECHNICAL LP, S-1/A, 1998-05-07

WITTER DEAN SPECTRUM TECHNICAL LP
S-1/A, 1998-05-07
ASSET-BACKED SECURITIES

Previous: ON TECHNOLOGY CORP, 10-K/A, 1998-05-07

Next: PTC BANCORP, SC 13G/A, 1998-05-07

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998

REGISTRATION NO. 333-47831

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 1
TO THE

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

DEAN WITTER SPECTRUM TECHNICAL L.P.

(Exact name of registrant as specified in charter document)

<TABLE>
<S> <C> <C>
DELAWARE 6793 13-3782231
(State of Organization (Primary Standard Industrial (I.R.S. Employer
of Issuer) Classification Code Number) Identification Number)
</TABLE>

---------------------

Two World Trade Center, 62nd Floor
New York, New York 10048
(212) 392-8899

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Mark J. Hawley
DEMETER MANAGEMENT CORPORATION
Two World Trade Center, 62nd Floor
New York, New York 10048
(212) 392-8899

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
Edwin L. Lyon, Esq. Michael T. Gregg, Esq.
Cadwalader, Wickersham & Taft Dean Witter Reynolds Inc.
1333 New Hampshire Avenue, N.W. Two World Trade Center, 65th Floor
Washington, D.C. 20036 New York, New York 10048
(202) 862-2200 (212) 392-5530
</TABLE>

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
---------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Pursuant to Rule 429 of the Securities Act of 1933, the prospectus which is a
part of this Registration Statement is a combined prospectus and includes all
the information currently required in a prospectus relating to the securities
covered by Registration Statement Nos. 33-80146, 333-00494 and 333-3222
previously filed by the Registrant. This Registration Statement, which relates
to 5,000,000 newly-registered Units of Limited Partnership Interest of Dean
Witter Spectrum Technical L.P., and 3,480,912.481 unsold Units as of February
28, 1998, also constitutes a Post-Effective Amendment to Registration Statement
Nos. 33-80146, 333-00494 and 333-3222 with regards to the Registrant.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM NO. REGISTRATION ITEM LOCATION IN PROSPECTUS
- --------- -------------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus............................... Facing Page; Front Cover Pages.

2. Inside Front and Outside Back Cover Pages of
Prospectus............................................. Inside Front Cover Page; Table of Contents.

3. Summary Information, Risk Factors, and Ratio of Earnings
to Fixed Charges....................................... Summary of the Prospectus; Risk Factors; Description of
Charges; Investment Programs, Use of Proceeds and
Trading Policies; The General Partner; The Commodity
Brokers.

4. Use of Proceeds......................................... Investment Programs, Use of Proceeds and Trading
Policies.

5. Determination of Offering Price......................... Plan of Distribution.

6. Dilution................................................ Not Applicable.

7. Selling Security Holders................................ Not Applicable.

8. Plan of Distribution.................................... Plan of Distribution.

9. Description of Securities to be Registered.............. The Limited Partnership Agreements.

10. Interests of Named Experts and Counsel.................. Not Applicable.

11. Information with Respect to the Registrant
(a) Description of Business............................ Summary of the Prospectus; Risk Factors; Investment
Programs, Use of Proceeds and Trading Policies; The
Trading Advisors; The Futures, Options and Forwards
Markets; The Limited Partnership Agreements.

(b) Description of Property............................. Not Applicable.

(d) Market Price of and Dividends on the
Registrant's Common Equity and Related Stockholder
Matters............................................. Risk Factors.

(e) Financial Statements................................ Independent Auditors' Reports.

(f) Selected Financial Data............................. Selected Financial Data.

(g) Supplementary Financial Information................. Selected Financial Data.

(h) Management's Discussion and Analysis of Financial
Condition and Results of Operations................. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

(i) Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. Not Applicable.

(j) Directors and Executive Officers.................... The General Partner.

(k) Executive Compensation.............................. Summary of the Prospectus; Conflicts of Interest;
Fiduciary Responsibility; Description of Charges; Risk
Factors; The Trading Advisors; The General Partner; The
Commodity Brokers.

(l) Security Ownership of Certain Beneficial Owners and
Management.......................................... Capitalization; The General Partner; Independent
Auditors' Reports.

(m) Certain Relationships and Related Transactions...... Summary of the Prospectus; Conflicts of Interest;
Fiduciary Responsibility; Description of Charges; Risk
Factors; The Trading Advisors; The General Partner; The
Commodity Brokers.

12. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities............................. Fiduciary Responsibility.
</TABLE>

<PAGE>
EXPLANATORY STATEMENT

The Prospectus contained in this Registration Statement relates not only to
approximately 8,480,912.481 Units of Limited Partnership Interest of Dean Witter
Spectrum Technical L.P. covered by this Registration Statement (including Units
remaining unsold from Registration Statement Nos. 33-80146, 333-00494 and
333-3222), but to (i) approximately 5,492,512.485 and 5,499,806.177 Units of
Limited Partnership Interest of Dean Witter Spectrum Strategic L.P. and Dean
Witter Spectrum Global Balanced L.P., respectively, remaining unsold from
Registration Statement Nos. 33-80146, 333-00494 and 333-3222; and (ii) 1,500,000
Units of Limited Partnership Interest of Dean Witter Spectrum Select L.P.
covered by Registration Statement No. 333-47829.

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION: DATED MAY 7, 1998

DEAN WITTER SPECTRUM SERIES

5,492,512 UNITS OF DEAN WITTER SPECTRUM STRATEGIC L.P.
8,480,912 UNITS OF DEAN WITTER SPECTRUM TECHNICAL L.P.
5,499,806 UNITS OF DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
1,500,000 UNITS OF DEAN WITTER SPECTRUM SELECT L.P.

--------------

The Dean Witter Spectrum Series (the "Spectrum Series") are four 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 four
partnerships that comprise the Spectrum Series are Dean Witter Spectrum
Strategic L.P. ("Spectrum Strategic"), Dean Witter Spectrum Technical L.P.
("Spectrum Technical"), Dean Witter Spectrum Global Balanced L.P. ("Spectrum
Global Balanced," formerly, Dean Witter Spectrum Balanced L.P.), and Dean Witter
Spectrum Select L.P. ("Spectrum Select," formerly, Dean Witter Select Futures
Fund L.P.) (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 additional limited partnerships.

The assets of each Partnership are separately maintained and managed and the
Units of each Partnership are separately offered. New subscribers generally are
required to invest a minimum of $5,000 ($2,000 in the case of an IRA) in the
Spectrum Series, and they may allocate their investment among any one or more of
the Partnerships. However, the minimum investment in any one Partnership is
$1,000.

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 16), AND "CONFLICTS OF INTEREST" (PAGE 24).

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. The Partnerships'
trading has been volatile. Such volatility could result in an investor losing
all or a substantial part of his investment.

- The Partnerships are subject to substantial charges by the Trading Advisors
and DWR. Spectrum Strategic, Spectrum Technical, Spectrum Global Balanced and
Spectrum Select must earn estimated annual net trading profits (after
taking into account estimated interest income based upon current rates of
5%) of 7.25%, 7.23%, 0.91%, and 6.24%, respectively, of their average
annual Net Assets (as defined herein) in order to offset Partnership
expenses, and 9.27%, 9.30%, 2.94% and 8.29%, respectively, to offset
Partnership expenses and the 2% redemption charge if Units are redeemed
during the first twelve months after they are purchased.

- 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 twenty-fourth month 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 interests exist that may adversely affect the Partnerships,
including the facts that DWR and the General Partner are affiliates, fees to
DWR have not been negotiated in arm's-length transactions, and DWR
employees will receive a portion of the brokerage fees paid by the
Partnerships. See "Conflicts of Interest."

- A Partnership will not be profitable unless the Trading Advisors for the
Partnership are collectively successful with their trading programs. Past
performance is not necessarily indicative of future results.

- 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.

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.

<TABLE>
<CAPTION>
PRICE TO
THE SELLING PROCEEDS TO THE
PUBLIC COMMISSIONS PARTNERSHIPS
<S> <C> <C> <C>
Per Unit............................................................ $ (1)(2) (1)(2)(3) (1)(2)(3)
Maximum of 12,500,000 Units of Spectrum Strategic................... $ (1)(2) (1)(2)(3) $(1)(2)(3)
Maximum of 23,000,000 Units of Spectrum Technical................... $ (1)(2) (1)(2)(3) $(1)(2)(3)
Maximum of 8,000,000 Units of Spectrum Global Balanced.............. $ (1)(2) (1)(2)(3) $(1)(2)(3)
Maximum of 1,500,000 Units of Spectrum Select....................... $ (1)(2) (1)(2)(3) $(1)(2)(3)
</TABLE>

COVER PAGE CONTINUED AND NOTES TO THE ABOVE TABLE ON PAGE i

DEAN WITTER REYNOLDS INC.

THE DATE OF THIS PROSPECTUS IS .
<PAGE>
COVER PAGE CONTINUED:

As of March 1, 1998, there were approximately 5,492,512, 3,480,912, and
5,499,806 unsold Units of Limited Partnership Interest ("Units") of Spectrum
Strategic, Spectrum Technical, and Spectrum Global Balanced, respectively,
remaining available for sale in the Partnerships' continuing offering of Units
(the "Continuing Offering"). An additional 5,000,000 Units of Spectrum Technical
and 1,500,000 Units of Spectrum Select, have been registered for sale in the
Continuing Offering effective the date of this Prospectus. Because the
Partnerships may register additional Units for sale, there is no maximum
aggregate amount of contributions that may be received by any Partnership.
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 28, 1998, Spectrum Strategic had Net Assets of $61,077,708
and the Net Asset Value of a Unit thereof was $10.90; Spectrum Technical had Net
Assets of $185,858,003 and the Net Asset Value of a Unit thereof was $14.52;
Spectrum Global Balanced had Net Assets of $27,755,517 and the Net Asset Value
of a Unit thereof was $14.27; and Spectrum Select had Net Assets of $169,362,522
and the Net Asset Value of a Unit thereof was $2,148.09.

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 (a "Series Exchange"). See "Exchange Privilege."

-------------------

NOTES TO TABLE ON FRONT COVER PAGE:

(1) During the Continuing Offering, Units of the Partnerships are being 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) a
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, Spectrum Technical and Spectrum Select is issued, (ii)
the tenth month after the closing at which a Unit of Spectrum Global is
issued, (iii) the first month after a Unit is issued pursuant to Non-Series
Exchange (as defined below), or (iv) the month as of which such continuous
compensation is first payable with respect to Units purchased pursuant to a
Series Exchange, but with the seven- or ten-month period measured from the
date the subscriber first became a Limited Partner, and continuing until
such Partnership terminates or such Unit is redeemed (whichever comes
first), an employee of DWR who sold such Unit and who is properly registered
with the Commodity Futures Trading Commission ("CFTC") and is a member of
the National Futures Association ("NFA"), and has passed the Series 3 or
Series 31 examination or was "grandfathered" as an associated person also
will receive from DWR (payable solely from its own funds) a gross sales
credit of up to 86% 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

(i)
<PAGE>
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% initial 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, however, receive
continuing gross sales credits with respect to brokerage fees received by
DWR from a Partnership. See "Plan of Distribution".

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 and are members of the NFA also may receive from
DWR, payable solely from its own funds, continuing compensation for
providing to Limited Partners the continuing services referred to above.
Such continuing compensation may be up to 35% annually 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 and are members of the
NFA. Such continuing compensation 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) Subscription amounts received during the Continuing Offering which are not
immediately rejected by the General Partner will be held in escrow by The
Chase Manhattan Bank, New York, New York (the "Escrow Agent"), until the
applicable Monthly Closing or until the earlier rejection by the General
Partner. The funds will be 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; such interest 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 whether 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 by each of Spectrum
Strategic, Spectrum Technical and Spectrum Global Balanced, and three prior
offerings of Units by Spectrum Select. 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

(ii)
<PAGE>
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.
-------------------

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE MATTERS
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION IN WHICH SUCH OFFER IS
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO
SO, OR TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF ITS ISSUE.

UNTIL 40 DAYS FROM THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
-------------------

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
SEC maintains a World Wide Web site containing reports, proxy and information
statements, and other information regarding registrants that file electronically
with the SEC. The address of such Web site is: http://www.sec.gov.

The Partnerships have filed with the SEC, in Washington, D.C., Registration
Statements 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 such Registration Statements, 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 Statements 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.
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
28 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 33.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE

(iii)
<PAGE>
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 16.

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.

(iv)
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Risk Disclosure Statement................................... (iii)
Summary of the Prospectus................................... 1
Investment Requirements................................... 1
Additional Information.................................... 2
The Dean Witter Spectrum Series........................... 2
Dean Witter Spectrum Strategic L.P. .................... 3
Dean Witter Spectrum Technical L.P. .................... 3
Dean Witter Spectrum Global Balanced L.P. .............. 4
Dean Witter Spectrum Select L.P. ....................... 4
The General Partner....................................... 5
The Commodity Brokers..................................... 5
Risk Factors.............................................. 5
Risks Relating to Futures Interests Trading............. 5
Risks Relating to the Partnerships and the Offering of
Units.................................................. 6
Risks Related to the Trading Advisors................... 6
Taxation Risks.......................................... 6
Conflicts of Interest..................................... 7
Description of Charges.................................... 7
Charges to Each Partnership............................. 7
Dean Witter Spectrum Strategic L.P...................... 8
Dean Witter Spectrum Technical L.P...................... 8
Dean Witter Spectrum Global Balanced L.P................ 9
Dean Witter Spectrum Select L.P......................... 9
Redemption Charges to Limited Partners.................. 10
Exchange Privilege........................................ 10
Redemption of Units....................................... 11
Limited Right to Redeem Units Without Redemption Charge... 12
Distributions............................................. 12
Transferability of Units.................................. 12
The Offering.............................................. 12
Securities Offered...................................... 12
Subscription Procedure.................................. 13
Plan of Distribution.................................... 13
No Selling Commissions or Charges for Organizational or
Offering Expenses...................................... 14
Suitability Standards................................... 14
Use of Proceeds........................................... 14
Interest on Partnership Assets............................ 14
Tax Considerations........................................ 15
Risk Factors................................................ 16
Risks Relating to Futures Interests Trading and the
Futures Interests Markets............................... 16
Futures Interests Trading is Speculative and Volatile... 16
Futures Interests Trading is Highly Leveraged........... 16
Futures Interests Trading May Be Illiquid............... 16
Special Risks Associated with Forward Trading........... 17
Special Risks Associated with Trading on Foreign
Exchanges.............................................. 17
Special Risks Associated with Trading of Futures
Options................................................ 18
The Partnerships Have Credit Risk to the Commodity
Brokers................................................ 18
Possible Effects of Speculative Position Limits......... 18
Risks Relating to the Partnerships and the Offering of
Units................................................... 18
Past Results Not Necessarily Indicative of Future
Performance............................................ 18
Substantial Charges to Each Partnership................. 18
Restricted Investment Liquidity in the Units............ 19
Conflicts of Interest in the Partnerships' Structure.... 19
Limited Partners Will Not Participate in Management..... 19
Reliance on the General Partner......................... 19
Certain Litigation...................................... 19
Risks Relating to the Trading Advisors.................... 20
Reliance on the Trading Advisors to Trade Successfully.. 20
Market Factors May Adversely Influence the Trading
Programs............................................... 20

<CAPTION>
PAGE
---------
<S> <C>
Possible Consequence of Increasing Assets Managed by a
Trading Advisor........................................ 20
Possible Increase in Trading Leverage Could Affect
Future Performance of Blenheim for Spectrum
Strategic.............................................. 20
Limited Term of Management Agreements May Limit Access
to the Trading Advisors................................ 20
Possible Consequences of Using Multiple Trading Advisors
for Spectrum Strategic, Spectrum Technical and Spectrum
Select................................................. 20
Possible Adverse Consequences of Unequal Apportionment
of a Partnership's Assets among Trading Advisors....... 21
Possible Adverse Consequences of Adding New Trading
Advisors............................................... 21
Trading Decisions Based on a Technical Trading Approach
Such as Those Employed on Behalf of Spectrum Technical,
Spectrum Global Balanced and Spectrum Select May Not
Perform Under Certain Market Conditions................ 21
Taxation and Regulatory Risks............................. 22
Possibility of Taxation as a Corporation................ 22
Partner's Tax Liability May Exceed Distributions........ 22
Possible Limitation on Deduction of Certain Expenses.... 22
Redemption of Units May Produce Negative Tax
Consequences........................................... 22
Tax Laws are Subject to Change.......................... 23
Deductibility of Passive Losses May Be Limited.......... 23
Possibility of Tax Audit................................ 23
Absence of Regulations Applicable to Securities Mutual
Funds and Their Advisers............................... 23
Conflicts of Interest....................................... 24
Relationship of the General Partner to DWR as Commodity
Broker................................................. 24
Accounts of Affiliates of the General Partner, the
Trading Advisors, and the Commodity Brokers............ 25
Management of Other Accounts by the Trading Advisors.... 25
Customer Agreements with the Commodity Brokers.......... 25
Other Commodity Pools................................... 26
Fiduciary Responsibility.................................... 26
Description of Charges...................................... 28
Charges to Each Partnership............................. 28
1. Trading Advisors................................... 30
2. Commodity Brokers.................................. 31
3. Expense Limitations................................ 33
Redemption Charges to Limited Partners.................. 33
Break Even Analysis..................................... 33
Investment Programs, Use of Proceeds and Trading Policies... 35
Differences Among the Spectrum Series................... 36
Spectrum Strategic...................................... 37
Spectrum Technical...................................... 38
Spectrum Global Balanced................................ 39
Spectrum Select......................................... 39
Additional Partnerships................................. 40
Trading Policies........................................ 40
The Spectrum Series......................................... 42
The Initial Offering.................................... 42
The Continuing Offering................................. 42
Performance Records..................................... 43
Selected Financial Data..................................... 47
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 49
1. Dean Witter Spectrum Strategic L.P..................... 49
Liquidity............................................... 49
Capital Resources....................................... 49
Results of Operations................................... 49
Interest Income and Expenses............................ 52
Financial Instruments................................... 52
2. Dean Witter Spectrum Technical L.P..................... 55
Liquidity............................................... 49
</TABLE>

(v)

<PAGE>

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Capital Resources....................................... 49
Results of Operations................................... 49
Interest Income and Expenses............................ 52
Financial Instruments................................... 52
3. Dean Witter Spectrum Global Balanced L.P............... 59
Liquidity............................................... 49
Capital Resources....................................... 49
Results of Operations................................... 49
Interest Income and Expenses............................ 52
Financial Instruments................................... 52
4. Dean Witter Spectrum Select L.P........................ 64
Liquidity............................................... 49
Capital Resources....................................... 49
Results of Operations................................... 49
Interest Income and Expenses............................ 52
Financial Instruments................................... 52
Capitalization.............................................. 69
The General Partner......................................... 69
Directors and Officers of the General Partner........... 70
The Trading Advisors........................................ 72
Introduction............................................ 72
General Description of Trading Approaches............... 72
Systematic and Discretionary.......................... 72
Technical and Fundamental Analysis.................... 73
Trend-Following....................................... 73
Risk Control Techniques............................... 73
The Trading Advisors.................................... 74
Dean Witter Spectrum Strategic L.P...................... 74
1. Blenheim Investments, Inc.......................... 74
2. Stonebrook Capital Management, Inc................. 77
3. Willowbridge Associates Inc........................ 80
Dean Witter Spectrum Technical L.P...................... 83
1. Campbell & Company, Inc............................ 83
2. Chesapeake Capital Corporation..................... 86
3. John W. Henry & Company, Inc....................... 89
Dean Witter Spectrum Global Balanced L.P................ 95
RXR, Inc.............................................. 95
Dean Witter Spectrum Select L.P......................... 97
1. EMC Capital Management, Inc........................ 98
2. Rabar Market Research, Inc......................... 99
3. Sunrise Capital Management, Inc.................... 101
The Management Agreements................................... 104
Term.................................................... 104
Liability and Indemnification........................... 104
Obligations to a Partnership............................ 104
Exchange Privilege.......................................... 105
Redemptions................................................. 106
Limited Right to Redeem Units without Redemption
Charge................................................. 107
The Commodity Brokers....................................... 108
Description of the Commodity Brokers.................... 108
Brokerage Arrangements.................................. 108
Certain Litigation.......................................... 109
The Futures, Options and Forwards Markets................... 109
Futures Contracts....................................... 110
Forward Contracts....................................... 110
Options on Futures...................................... 110
Hedgers and Speculators................................. 111
Commodity Exchanges..................................... 111
Speculative Position Limits............................. 112
Daily Limits............................................ 112
Regulations............................................. 112
<CAPTION>
PAGE
---------
<S> <C>
Margins................................................. 113
The Limited Partnership Agreements.......................... 114
Nature of the Partnerships.............................. 114
Management of Partnership Affairs....................... 114
Sharing of Profits and Losses........................... 115
Restrictions on Transfers or Assignments................ 115
Amendments; Meetings.................................... 116
Reports to Limited Partners............................. 117
Plan of Distribution........................................ 118
Subscription Procedure...................................... 120
Purchases by Employee Benefit Plans--ERISA Considerations... 122
Material Federal Income Tax Considerations.................. 123
Introduction............................................ 123
Partnership Status...................................... 123
Partnership Taxation.................................... 123
Cash Distributions and Redemptions...................... 124
Gain or Loss on Trading Activity........................ 124
Taxation of Limited Partners............................ 126
Tax Audits.............................................. 129
State and Local Income Tax Aspects.......................... 130
Potential Advantages........................................ 130
Investment Diversification.............................. 130
Futures Interests Traded................................ 133
Exchange Privilege...................................... 133
Diversified Professional Trading Management............. 133
Limited Liability....................................... 133
Interest Income......................................... 134
Administrative Convenience.............................. 134
Legal Matters............................................... 134
Experts..................................................... 134
Additional Information...................................... 134
Glossary.................................................... 135
Certain Terms and Definitions........................... 135
Blue Sky Glossary....................................... 136
Dean Witter Spectrum Balanced L.P., Dean Witter Spectrum
Strategic L.P., and Dean Witter Spectrum Technical L.P.... F-1
Independent Auditors' Report............................ F-1
Statements of Financial Condition....................... F-2
Statements of Operations................................ F-5
Statements of Changes in Partners' Capital.............. F-8
Statements of Cash Flows................................ F-10
Notes to Financial Statements........................... F-13
Dean Witter Select Futures Fund L.P. ....................... F-20
Independent Auditors' Report............................ F-20
Statements of Financial Condition....................... F-21
Statements of Operations................................ F-22
Statements of Changes in Partners' Capital.............. F-23
Statements of Cash Flows................................ F-24
Notes to Financial Statements........................... F-25
Demeter Management Corporation.............................. F-30
Independent Auditors' Report............................ F-30
Statements of Financial Condition....................... F-31
Notes to Statements of Financial Condition.............. F-31
(certain information relating to the financial
condition of Demeter Management Corporation's parent
is contained in "The General Partner")
Exhibit A--Form of Amended and Restated Limited Partnership
Agreement................................................. A-1
Annex--Request for Redemption........................... A-21
Exhibit B--Specimen Form of Subscription and Exchange
Agreement and Power of Attorney........................... B-1
</TABLE>

(vi)
<PAGE>
SUMMARY OF THE PROSPECTUS
THE DATE OF THIS PROSPECTUS IS , 1998.

The following is a summary of this Prospectus. This Prospectus contains more
detailed information under the captions referred to below, 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 a Subscription
and Exchange Agreement and Power of Attorney (a "Subscription Agreement"),
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 of Limited Partnership Interest ("Units") of the
Partnerships (each of such purchases are hereinafter referred to as a
"Non-Series Exchange"), the lesser of (i) $5,000 ($2,000 in the case of an IRA),
(ii) the proceeds from the redemption of five units (two units in the case of an
IRA), from commodity pools other than Morgan Stanley Tangible Asset Fund L.P.
("MSTAF"), (iii) the proceeds from the redemption of 500 units (200 units in the
case of an IRA) from MSTAF, or (iv) 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. A
subscription may be for Units of one Partnership, or may be divided among two or
more Partnerships, provided that: (i) in the case of a new subscription (other
than a Non-Series Exchange), the minimum subscription for any one Partnership is
$1,000; and (ii) in the case of a Non-Series Exchange, the minimum subscription
for any one Partnership is the proceeds of the redemption of one unit of the
other commodity pool (or 100 units in the case of MSTAF). 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 that such
subscriber has received this Prospectus and that such subscriber meets the
applicable State minimum financial suitability standard set forth in the
Subscription Agreement (which may also require a greater minimum investment),
and may be required to provide additional information regarding the subscriber's
background and investment history. DWR 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. A separate execution copy of the Subscription Agreement either
accompanies this Prospectus or may be obtained, after delivery of this
Prospectus, from a local DWR 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

1
<PAGE>
develop. Therefore, a purchaser of Units must be able to bear the economic risks
of an investment in a Partnership for a significant period of time. See "The
Limited Partnership Agreements--Restrictions on Transfers or Assignments" and
"Redemptions."

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 four
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"), Dean Witter Spectrum Global Balanced L.P. ("Spectrum
Global Balanced," formerly, Dean Witter Spectrum Balanced L.P.), and Dean Witter
Spectrum Select L.P. ("Spectrum Select," formerly, Dean Witter Select Futures
Fund L.P.) (individually, a "Partnership," and collectively, the
"Partnerships"). Spectrum Strategic, Spectrum Technical, and Spectrum Global
Balanced were each organized as limited partnerships on April 29, 1994 under the
Delaware Revised Uniform Limited Partnership Act (the "Partnership Act").
Spectrum Select was organized as a limited partnership on March 21, 1991 under
the Partnership Act. Spectrum Global Balanced changed its name from Dean Witter
Spectrum Balanced L.P., and Spectrum Select changed its name from Dean Witter
Select Futures Fund L.P., each effective April 20, 1998. 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 in the case of Spectrum Technical, Spectrum Strategic and
Spectrum Global Balanced, and December 31, 2025 in the case of Spectrum Select;
(b) an election to terminate and dissolve the Partnership at a specified time by
Limited Partners owning more than 50% of its outstanding Units; (c) the
withdrawal, insolvency, bankruptcy, dissolution, liquidation or termination of
the General Partner unless the Partnership's business is continued by a
remaining or successor general partner; (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 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 (except in the case of Spectrum Select, where the General Partner
must determine that the Net Assets in relation to the operating expenses of
Spectrum Select make it unreasonable or imprudent to continue the business of
such Partnership); or (h) a determination by the General Partner to terminate
the Partnership following a Special Redemption Date. See "The Limited
Partnership Agreements--Reports to Limited Partners" as to Special Redemption
Dates.

Units 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 additional
limited partnerships.

Each Partnership trades pursuant to the trading programs utilized by the
trading advisors (each, a "Trading Advisor," and collectively, the "Trading
Advisors") for such Partnership, as described more fully in "Differences Among
the Spectrum Series" and "The Trading Advisors." Although the General Partner
believes that each Partnership offers its Limited Partners a different trading
approach and, correspondingly, a different

2
<PAGE>

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.

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 Advisors who employ discretionary trading
approaches in making trading decisions. The Trading Advisors for Spectrum
Strategic are Blenheim Investments, Inc. ("Blenheim"), Stonebrook Capital
Management, Inc. ("Stonebrook"), which will become a Trading Advisor effective
June 1, 1998, and Willowbridge Associates Inc. ("Willowbridge").

CERTAIN SUMMARY STATISTICAL INFORMATION FOR SPECTRUM STRATEGIC (AS OF FEBRUARY
28, 1998)

<TABLE>
<S> <C> <C> <C>
Performance Information: Break-Even Information:
Inception to date return (since 1994) 9.0% Percentage of estimated annual net trading
Compound annualized return 2.6% profits (after interest income) in order
to offset Partnership expenses 7.25%

Net Assets Allocated To: Percentage of estimated annual net trading
Blenheim 39% profits (after interest income) in order
Stonebrook (effective 6/1/98) 13% to offset Partnership expenses and the
Willowbridge 48% 2% redemption charge if Units are
redeemed during the first twelve months
after they are purchased 9.27%
</TABLE>

See "The Spectrum Series--Performance of Spectrum Strategic" for past
performance of Spectrum Strategic. See "Description of Charges--Break Even
Analysis" for details regarding the above break-even information. See "The
Trading Advisors--Dean Witter Spectrum Strategic L.P." for information regarding
Spectrum Strategic Trading Advisors and their trading programs.

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 Advisors who use technically-based
trend-following trading programs. The Trading Advisors for Spectrum Technical
are Campbell & Company, Inc. ("Campbell"), Chesapeake Capital Corporation
("Chesapeake"), and John W. Henry & Company, Inc. ("JWH"-Registered Trademark-).

CERTAIN SUMMARY STATISTICAL INFORMATION FOR SPECTRUM TECHNICAL (AS OF FEBRUARY
28, 1998)

<TABLE>
<S> <C> <C> <C>
Performance Information: Break-Even Information:
Inception to date return (since 1994) 45.2% Percentage of estimated annual net
Compound annualized return 11.9% trading profits (after interest income)
in order to offset Partnership expenses 7.23%

Net Assets Allocated To: Percentage of estimated annual net
Campbell 22% trading profits (after interest income)
Chesapeake (subject to reallocation) 36% in order to offset Partnership expenses
JWH 42% and the 2% redemption charge if Units
are redeemed during the first twelve
months after they are purchased 9.30%
</TABLE>

See "The Spectrum Series--Performance of Spectrum Technical" for past
performance of Spectrum Technical. See "Description of Charges--Break Even
Analysis" for details regarding the above break-even information. See "The
Trading Advisors--Dean Witter Spectrum Technical L.P." for information regarding
Spectrum Technical's Trading Advisors and their trading programs.

3
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.

Spectrum Global Balanced seeks as its investment objective to achieve
capital appreciation by allocating its assets to RXR, Inc. ("RXR"), a Trading
Advisor whose trading approach utilizes both fundamental and technical analysis
with an emphasis on world equity, fixed income and currency markets.

CERTAIN SUMMARY STATISTICAL INFORMATION FOR SPECTRUM GLOBAL BALANCED (AS OF
FEBRUARY 28, 1998)

<TABLE>
<S> <C> <C> <C>
Performance Information: Break-Even Information:
Inception to date return (since 1994) 42.7% Percentage of estimated annual net
Compound annualized return 11.3% trading profits (after interest income)
in order to offset Partnership expenses 0.91%

Net Assets Allocated To RXR: 100% Percentage of estimated annual net
trading profits (after interest income)
in order to offset Partnership expenses
and the 2% redemption charge if Units
are redeemed during the first twelve
months after they are purchased 2.94%
</TABLE>

See "The Spectrum Series--Performance of Spectrum Global Balanced" for past
performance of Spectrum Global Balanced. See "Description of Charges--Break Even
Analysis" for details regarding the above break-even information. See "The
Trading Advisors--Dean Witter Spectrum Global Balanced L.P." for information
regarding Spectrum Global Balanced's Trading Advisor and its trading program.

DEAN WITTER SPECTRUM SELECT L.P.

Spectrum Select has been added as another Partnership available for
investment and Series Exchanges in the Spectrum Series, effective with the May
31, 1998 Monthly Closing. Spectrum Select seeks as its investment objective to
generate substantial appreciation of its assets over time through speculative
trading of a diverse mix of futures interests, including currencies, financial
futures, energies, metals and agricultural commodities, by Trading Advisors
employing a variety of trading programs. The Trading Advisors for Spectrum
Select are EMC Capital Management, Inc. ("EMC"), Rabar Market Research, Inc.
("Rabar"), and Sunrise Capital Management, Inc. ("Sunrise"). Prior to being
added to the Spectrum Series, Spectrum Select had been a stand-alone commodity
pool which had offered units to the public in three offerings concluded in
September 1991, October 1993 and March 1997.

CERTAIN SUMMARY STATISTICAL INFORMATION FOR SPECTRUM SELECT (AS OF FEBRUARY 28,
1998)

<TABLE>
<S> <C> <C> <C>
Performance Information: Break-Even Information:
Inception to date return (since 1991) 114.8% Percentage of estimated annual net
Compound annualized return 12.3% trading profits (after interest income)
in order to offset Partnership expenses 6.24%

Net Assets Allocated To: Percentage of estimated annual net
EMC 28% trading profits (after interest income)
Rabar 41% in order to offset Partnership expenses
Sunrise 31% and the 2% redemption charge if Units
are redeemed during the first twelve
months after they are purchased 8.29%
</TABLE>

See "The Spectrum Series--Performance of Spectrum Select" for past performance
of Spectrum Select. See "Description of Charges--Break Even Analysis" for
details regarding the above break-even information. See "The Trading
Advisors--Dean Witter Spectrum Select L.P." for information regarding Spectrum
Select's Trading Advisors and their trading programs.

4
<PAGE>
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., a Delaware
corporation ("DWR"), the selling agent and the non-clearing commodity broker for
the Partnerships, are each wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co. ("MSDW"). See "Conflicts of Interest," "The General Partner" and
"The Commodity Brokers." Each Trading Advisor makes all trading decisions in
respect of the funds of the Partnership allocated to such Trading Advisor,
except that the General Partner may override the instructions of a Trading
Advisor and make trading decisions under certain circumstances. See "The
Management Agreements." 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 or has been the general partner and commodity
pool operator of 30 commodity pools, six of which have terminated. The General
Partner had, in the aggregate, approximately 1.2 billion of net assets under
management as of December 31, 1997.

THE COMMODITY BROKERS

DWR acts as the Partnerships' non-clearing commodity broker, and Carr
Futures, Inc., a Delaware corporation ("CFI") acts as the clearing broker for
the Partnerships' futures interests trades and as the counterparty on the
Partnerships' foreign currency forward contracts (CFI, together with DWR, the
"Commodity Brokers"). DWR is a wholly-owned subsidiary of MSDW and currently
acts as the non-clearing commodity broker for all but one of the commodity pools
for which the General Partner acts as general partner and commodity pool
operator, as well as for other commodity pools. DWR is not affiliated with any
Trading Advisor. CFI is a wholly-owned subsidiary of Credit Agricole Indosuez
and acts as the clearing commodity broker for most of the commodity pools for
which the General Partner acts as general partner and commodity pool operator.
CFI is not affiliated with the General Partner, DWR, MSDW, or any of the Trading
Advisors. See "Conflicts of Interest," "Description of Charges--Charges to Each
Partnership--2. The Commodity Brokers," and "The Commodity Brokers."

RISK FACTORS

As a general matter, an investment in any Partnership is speculative and
involves substantial risk, including the risk of loss of a Limited Partner's
entire investment. Except where specifically indicated, all of the risks
described below are relevant to each of the Partnerships. Risks of an investment
in the Partnerships include:

RISKS RELATING TO FUTURES INTERESTS TRADING

- Futures interests trading is speculative and volatile. The
Partnerships' trading has been volatile. Such volatility could result
in an investor losing 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.

- 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 and CFI act as the
futures commission merchants or the counterparty with respect to most
of the Partnerships' assets.

- Speculative position limits may result in a Partnership having to
liquidate profitable positions.

5
<PAGE>
RISKS RELATING TO THE PARTNERSHIPS AND THE OFFERING OF UNITS

- Past results are not necessarily indicative of future performance.

- Each Partnership incurs substantial charges regardless of whether it
realizes profits. Based upon the fees and charges in effect as of June
1, 1998, Spectrum Strategic, Spectrum Technical, Spectrum Global
Balanced and Spectrum Select must earn estimated annual net trading
profits (after taking into account estimated interest income based upon
current rates of 5%) of 7.25%, 7.23%, 0.91% and 6.24%, respectively, of
their average annual Net Assets to offset Partnership expenses, and
9.27%, 9.30%, 2.94% and 8.29%, respectively, to offset Partnership
expenses and the 2% redemption charge if Units are redeemed during the
first twelve months after they are purchased. Spectrum Strategic had
net trading losses in 1996. Spectrum Technical had net trading losses
in 1994. Spectrum Global Balanced had net trading losses in 1996 and
1994. Spectrum Select had net trading losses in 1994 and 1992. See "The
Spectrum Series--Performance Records."

- The liquidity of the Units is restricted in that there is an absence of
a secondary market, the ability to assign or transfer is restricted,
redemptions are limited to monthly after the end of the sixth month
after a Limited Partner first becomes 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 Partnerships, and DWR, which are affiliated
entities represented by a single counsel.

- Limited Partners do not participate in the management of the
Partnerships or in the conduct of their business.

- Limited Partners must rely on the General Partner's selection of
Trading Advisors.

RISKS RELATED TO THE TRADING ADVISORS

- A Partnership will not be profitable unless the Trading Advisor(s) for
the Partnership are successful with their trading programs.

- Factors outside the control of a Trading Advisor may reduce the
profitability of a trading program or require an alteration in the
program.

- A substantial increase in assets to a Trading Advisor may adversely
affect its performance.

- Possible increase in trading leverage could affect future performance
of Blenheim for Spectrum Strategic.

- The Management Agreement with a particular Trading Advisor may or may
not be renewed, may be renewed on less favorable terms to the
Partnership, or may be terminated by the Trading Advisor such that the
Trading Advisor will no longer be available to the Partnership.

- The use of multiple Trading Advisors could result in a Partnership
holding offsetting interests in certain trades.

- Assets may be reallocated from a Trading Advisor to an additional
Trading Advisor who may subsequently incur trading losses.

- New Trading Advisors may be allocated Partnership assets for management
without prior notice to or approval by Limited Partners.

- Technical trading programs require trending markets and substantial
price moves to be profitable.

TAXATION AND REGULATORY RISKS

- If the tax laws and/or certain facts and circumstances change, a
Partnership may be taxed as a corporation.

- Profits earned in any year will result in taxable income to investors,
even though the General Partner does not intend to make any
distributions.

- Deductibility of certain of a Partnership's expenses may be limited.

6
<PAGE>

- A Partnership's tax return may be audited by the Internal Revenue
Service.

- The Partnerships are not registered as investment companies or mutual
funds, and investors, therefore, are not afforded the protective
measures provided by such registration.

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," 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 Advisors 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, selling Units will receive a portion of the
brokerage fees paid by the Partnerships, and thereby have a conflict in advising
Limited Partners whether and when to redeem Units; that the General Partner, DWR
and CFI may have conflicting demands in respect of other commodity pools; that
the Trading Advisors, DWR and CFI, and individuals and entities associated with
the General Partner, the Trading Advisors, DWR and CFI, may trade futures
interests for their own accounts, which trading may compete with a Partnership
for positions; that trading by the Trading Advisors 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 agreements with DWR and CFI, DWR
or CFI 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 and the Trading Advisors may
compete with the Partnerships. See "Conflicts of Interest," "The General
Partner," "The Commodity Brokers," and "The Trading Advisors."

DESCRIPTION OF CHARGES

CHARGES TO EACH PARTNERSHIP

Each Partnership is subject to substantial charges which are summarized
below and described in detail under "Description of Charges--Charges to Each
Partnership." See also "Risk Factors--Risks Relating to the Partnerships and the
Offering of Units--Substantial Charges to Each Partnership," "Investment
Programs, Use of Proceeds and Trading Policies," "The Commodity Brokers," and
"The Management Agreements." The fees and charges described below are those
which will be in effect as of June 1, 1998.

7
<PAGE>

DEAN WITTER SPECTRUM STRATEGIC L.P.

<TABLE>
<CAPTION>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------------------------------ ---------------------------------------------------------------------

<S> <C>
Monthly Management Fee to Trading Advisors............ 1/12 of 4% of the Net Assets allocated to each of Blenheim and
Willowbridge on the first day of each month (a 4% annual rate), and
1/12 of 3% of the Net Assets allocated to Stonebrook on the first day
of each month (a 3% annual rate).

Monthly Incentive Fee to Trading Advisors............. 15% of the Trading Profits experienced with respect to each Trading
Advisor's allocated Net Assets as of the end of each calendar month.

Financial benefit to DWR 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 DWR (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 TECHNICAL L.P.

<TABLE>
<CAPTION>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------------------------------ ---------------------------------------------------------------------

<S> <C>
Monthly Management Fee to Trading Advisors............ 1/12 of 4% of the Net Assets allocated to each Trading Advisor on the
first day of each month (a 4% annual rate).

Monthly Incentive Fee to Trading Advisors............. 15% of the Trading Profits experienced with respect to the Net Assets
allocated to each of Campbell and JWH as of the end of each calendar
month, and 19% of the Trading Profits experienced with respect to the
Net Assets allocated to Chesapeake as of the end of each calendar
month.

8
<PAGE>

DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.

<TABLE>
<CAPTION>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------------------------------ ---------------------------------------------------------------------

<S> <C>
Monthly Management Fee to Trading Advisor............. 1/12 of 1.25% of the Net Assets on the first day of each month (a
1.25% annual rate).

Monthly Incentive Fee to Trading Advisor.............. 15% of the Trading Profits experienced with respect to Net Assets as
of the end of each calendar month.

Brokerage Fee to DWR.................................. A flat-rate monthly fee of 1/12 of 4.60% of the Net Assets (a 4.60%
annual rate) as of the first day of the month. Such fee covers all
brokerage commissions, transaction fees and costs, and ordinary
administrative and continuing offering expenses.

DEAN WITTER SPECTRUM SELECT L.P.

<TABLE>
<CAPTION>
FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Monthly Management Fee to Trading Advisors............ 1/12 of 3% of the Net Assets allocated to each Trading Advisor on the
first day of each month (a 3% annual rate).

Monthly Incentive Fee to Trading Advisors............. 15% of the Trading Profits experienced with respect to each Trading
Advisor's allocated Net Assets as of the end of each calendar month.

Brokerage Fee to DWR.................................. A flat-rate monthly fee of 1/12 of 7.25% of the Net Assets (a 7.25%
annual rate) as of the first day of the month. Such fee covers all
brokerage commissions, transaction fees and costs, and ordinary
administrative and continuing offering expenses.
Financial benefit to DWR 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 DWR (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>

9
<PAGE>

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--Charges to Each Partnership."

BASED ON THE ANNUAL FEES AND EXPENSES OF SPECTRUM STRATEGIC, SPECTRUM
TECHNICAL, SPECTRUM GLOBAL, AND SPECTRUM SELECT DESCRIBED ABOVE, EACH
PARTNERSHIP MUST EARN ESTIMATED ANNUAL NET TRADING PROFITS (AFTER TAKING INTO
ACCOUNT ESTIMATED INTEREST INCOME BASED UPON CURRENT RATES OF 5%) OF 7.25%,
7.23%, 0.91% AND 6.24%, RESPECTIVELY, OF SUCH PARTNERSHIP'S AVERAGE ANNUAL NET
ASSETS IN ORDER TO AVOID DEPLETION OF ITS ASSETS.

REDEMPTION CHARGES TO LIMITED PARTNERS

Subject to certain exceptions, Units redeemed on or prior to the last day of
the twelfth month after such Units were purchased will be subject to a
redemption charge equal to 2% of the Net Asset Value of a Unit on the Redemption
Date (as defined below). Units redeemed after the last day of the twelfth month
and on or prior to the last day of the twenty-fourth month after which such
Units were purchased will be subject to a redemption charge equal to 1% of the
Net Asset Value of a Unit on the Redemption Date. Units redeemed after the last
day of the twenty-fourth month after which such Units were purchased will not be
subject to a redemption charge. The foregoing redemption charges will be paid to
DWR. For a more detailed discussion, including exceptions to such charges, see
"Redemptions."

BASED ON EACH PARTNERSHIP'S NET ASSET VALUE PER UNIT AS OF FEBRUARY 28, 1998
AND THE ANNUAL FEES AND EXPENSES OF EACH PARTNERSHIP, 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, SPECTRUM GLOBAL BALANCED AND SPECTRUM SELECT MUST
EARN ESTIMATED NET TRADING PROFITS (AFTER TAKING INTO ACCOUNT ESTIMATED INTEREST
INCOME BASED UPON CURRENT RATES OF 5%) OF $1.01 (9.27%), $1.35 (9.30%), $0.42
(2.94%) AND $1.78 (8.29%), RESPECTIVELY, PER UNIT. This assumes that each
Trading Advisor's gross profits equal expenses, such that no incentive fees are
earned by the Trading Advisor. See "Description of Charges--Break Even
Analysis."

EXCHANGE PRIVILEGE

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 a Spectrum Series
Partnership; (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.

10
<PAGE>
REDEMPTION OF UNITS

Persons who have been Limited Partners for more than six months may redeem
all or part of their Units, regardless of when such Units were purchased, at any
month-end in the manner described herein. Such Units may be subject to
redemption charges as described herein. Persons who have been Limited Partners
for less than six months may first redeem Units effective as of the last day of
the sixth month following the closing at which an investor first became a
Limited Partner in a Spectrum Series Partnership in the manner described herein.
Such Units may be subject to redemption charges as described herein.

Units redeemed on or prior to the last day of the twelfth month after such
Units were purchased will be subject to a redemption charge equal to 2% of the
Net Asset Value of a Unit on the date of such redemption. Units redeemed after
the last day of the twelfth month and on or prior to the last day of the
twenty-fourth month after which such Units were purchased will be subject to a
redemption charge equal to 1% of the Net Asset Value of a Unit on the date of
such redemption. Units redeemed after the last day of the twenty-fourth month
after which such Units were purchased will not be subject to a redemption
charge. The foregoing redemption 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 Procedure." 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 (the "SEC")
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."

LIMITED RIGHT TO REDEEM UNITS WITHOUT REDEMPTION CHARGE

In view of the various changes to the Partnerships being implemented at this
time, including changes in Trading Advisors, the addition of Spectrum Select to
the Spectrum Series, and changes in the fees and charges

11
<PAGE>

to the Partnerships, the General Partner and DWR have determined to waive any
applicable redemption charges with respect to redemptions of Units in any
Partnership which occurs at the end of May and June 1998, and to waive the
six-month holding period with respect to Units redeemed as of such month-ends.

DISTRIBUTIONS

Each Partnership will make distributions of profits, 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 account for his share of such profits as income for federal
tax purposes. See "Material Federal Income Tax Considerations."

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

Effective May 31, 1994, January 31, 1996 and April 30, 1996, the General
Partner registered an aggregate of 38,500,000 Units with the SEC, allocating
12,500,000 Units to Spectrum Strategic, 18,000,000 Units to Spectrum Technical,
and 8,000,000 Units to Spectrum Global Balanced, to cover initial and continuing
sales and Exchanges of Units. As of February 28, 1998, 7,007,487.515,
14,519,087.519 and 2,500,193.823 Units of Spectrum Strategic, Spectrum
Technical, and Spectrum Global Balanced, respectively, had been sold to the
public during the Partnerships' initial offering and the Continuing Offering,
leaving 5,492,512.485, 3,480,912.481 and 5,499,806.177 unsold Units of Spectrum
Strategic, Spectrum Technical and Spectrum Global Balanced, respectively.
Effective the date of this Prospectus, the General Partner registered an
additional 5,000,000 Units of Spectrum Technical.

The General Partner of Spectrum Select (formerly, Dean Witter Select Futures
Fund L.P. ("Select Fund")) initially offered 70,000 Units through a public
offering which commenced May 17, 1991 and concluded on August 31, 1991, in which
Units were sold for $1,000 at the initial closing, and at 100% of Net Asset
Value at a supplemental closing (the initial closing and supplemental closing,
hereinafter, the "Initial Offering"). During the Initial Offering, Select Fund
accepted $60,268,482 and issued 60,853.334 Units. In accordance with the Limited
Partnership Agreement, the General Partner contributed $630,000 (635.285 General
Partnership Units) to Select Fund. Select Fund had a second offering of Units
which commenced August 31, 1993 and concluded September 30, 1993 (the "Second
Offering"). Units were offered at a price equal to 100% of the Net Asset Value
of a Unit on the last day of the month immediately preceding the closing. During
the Second Offering, Select Fund accepted $116,617,865.93 and issued 74,408.337
Units. In accordance with the Limited Partnership Agreement, the General Partner
contributed $1,090,000 (695.482 General Partnership Units) to Select Fund.
Select Fund had a third Offering of Units which commenced on October 17, 1996
and concluded on March 3, 1997 (the "Third Offering"). Units were offered at a
price equal to 100% of the Net Asset Value of a Unit on the last day of the
month immediately preceding the closing. During the Third Offering, Select Fund
accepted $22,308,325.03 and issued 10,878.000 Units. In accordance with the
Limited Partnership Agreement, the General Partner was not required to
contribute any additional capital to Select Fund in conjunction with the Third
Offering. Effective with the April 30, 1998 Monthly Closing, each outstanding
Unit of Select Fund was converted into 100 Units of Spectrum Select. The purpose
of this conversion is to value each Unit of Spectrum Select in a manner
consistent with the value of Units of each of the other three Partnerships in
the Spectrum Series. (Thus, based on the $2,148.09 Net Asset Value per Unit of
Spectrum Select as of February 28, 1998, had each Unit been converted at that
time into 100 Units, the Net Asset Value per Unit would have been equal to
$21.48.)

1,500,000 Units of Spectrum Select have been registered with the SEC to
cover sales and Exchanges of Units of such Partnership.

12
<PAGE>
The General Partner may in the future register additional Units with the
SEC.

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
an IRA), (ii) the proceeds from the redemption of five units (two units in the
case of an IRA) from commodity pools other than MSTAF, (iii) the proceeds from
the redemption of 500 units (200 units in the case of an IRA) from MSTAF, or
(iv) the proceeds from the redemption of such subscriber's entire interest in
such other commodity pool. A subscription may be for Units of one Partnership,
or may be divided among two or more Partnerships, provided that: (i) in the case
of a new subscription (other than a Non-Series Exchange), the minimum
subscription for any one Partnership is $1,000; and (ii) in the case of a
Non-Series Exchange, the minimum subscription for any one Partnership is the
proceeds of the redemption of one unit of the other commodity pool (or 100 units
in the case of MSTAF). 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. Certain jurisdictions may impose higher
minimum investment requirements; see "State Suitability Requirements" in the
Subscription Agreement. Subject to certain limited revocation rights (see
"Subscription Procedure"), all subscriptions for Units are irrevocable by
subscribers. 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 in 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 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. Each 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 subscription amounts received and not
rejected by the General Partner will be held by The Chase Manhattan 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

13
<PAGE>
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 and has paid and will continue to pay all of the costs
incurred in connection with the Continuing Offering. 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 and receipt of interest and compensating
balance benefits with respect to the Partnerships' assets deposited with DWR).
Except as otherwise provided herein, employees of DWR will receive from DWR
(solely from its own funds) gross sales credits 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 and a member
of the NFA, also will receive from DWR (solely from its own funds) gross sales
credits of up to 86% of the brokerage fees attributable to outstanding Units
sold by them and received by DWR from the Partnership each month beginning, (i)
in the case of Spectrum Strategic, Spectrum Technical, and Spectrum Select, with
the seventh month after the closing at which a Unit was issued, (ii) in the case
of Spectrum Global Balanced, with the tenth month after the closing at which a
Unit was issued, (iii) the first month after a Unit is issued pursuant to a
Non-Series Exchange, or (iv) the month as of which such credits are first
payable with respect to Units purchased pursuant to a Series Exchange, but with
the seven- or ten-month period measured from the date the subscriber first
became a Limited Partner, 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. Net Assets will not be reduced as a result of any such compensation to
DWR employees.

SUITABILITY STANDARDS

Each investor (or person entitled to exercise control over assets of such
investor's account under an IRA 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" above.

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 Programs, Use of
Proceeds and Trading Policies."

INTEREST ON PARTNERSHIP ASSETS

Once each Partnership's assets are deposited with DWR and CFI, they will be
held in separate customer segregated and secured funds accounts established by
DWR and CFI for each Trading Advisor. DWR credits each Partnership at month-end
with interest income as if 80%, in the case of Spectrum Strategic, Spectrum
Technical, and Spectrum Select, and 100%, in the case of Spectrum Global
Balanced, of such Partnership's average daily Net Assets for the month were
invested at a prevailing rate on U.S. Treasury Bills. Each Partnership's assets
held by DWR or CFI may be used as margin solely for such Partnership's trading.
See "Investment Programs, Use of Proceeds, and Trading Policies."

14
<PAGE>
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 (or publicly traded partnerships) 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,
the special allocation of Partnership gain or loss upon a redemption of Units,
which retains the same character as in the hands of the Partnership, may alter
the character of a redeeming Limited Partner's income (by reducing the amount of
long-term capital gain recognized upon receipt of redemption proceeds) and may
accelerate the recognition of income by such Limited Partner. 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 (including any Partnership's
tax allocations in respect of redeemed Units), 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's distributions, if any, for a taxable year.
Based upon the current and contemplated activities of the Partnerships, the
General Partner has been advised by its legal counsel that, in such counsel's
opinion, expenses incurred by the Partnerships 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.
Because of the special allocation of Partnership gain or loss upon a redemption
of Units, the amounts received upon the partial or complete redemption of a
Limited Partner's Units normally will not result in additional taxable income or
loss to the Limited Partner. However, 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
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 nonresident alien individual, foreign corporation,
foreign partnership, foreign trust, or foreign estate (a "Foreign Limited
Partner") should not be deemed 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,
provided such Foreign Limited Partner is not a dealer in commodities. 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." As regards tax-exempt Limited Partners, see "Purchases by
Employee Benefit Plans--ERISA Considerations."

15
<PAGE>
RISK FACTORS

In addition to the Risk Disclosure Statement appearing at the beginning of
this Prospectus, prospective subscribers should consider the following risks
before subscribing for Units. Except where specifically indicated, all risks
described below are relevant to each of the Partnerships.

RISKS RELATING TO FUTURES INTERESTS TRADING AND THE FUTURES INTERESTS MARKETS

FUTURES INTERESTS TRADING IS SPECULATIVE AND 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; domestic and foreign political and economic events and policies;
and changes in interest rates. The Partnerships' trading has been volatile. See
"The Spectrum Series--Performance Records."

Each Partnership is also subject to the risk of failure of any of the
exchanges on which it trades or of its clearinghouses, if any. In addition,
under certain circumstances, such as the inability of a customer of a Commodity
Broker or a 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 interests trading account. As a
result, a relatively small price movement in a futures interest may result in
immediate and substantial losses to the investor. The Partnerships use
substantial leverage which could, depending on performance, result in increased
gain or loss. 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 fees. 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." See also "The Trading Advisors" for a
discussion of the leverage utilized in the trading programs employed for each
Partnership.

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 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. Prices in
various futures interests have occasionally moved the daily limit for several
consecutive days with little or no trading. Similar occurrences could prevent a
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 they may prevent the liquidation
of unfavorable positions. There is no limitation on daily price moves in trading
currency forward contracts.

In addition, a 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. See "Investment Programs, Use of Proceeds and Trading
Policies--Trading Policies." 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 futures interest, or order that trading in a
particular futures interest be conducted for liquidation only. Similarly,
trading in options on a particular futures interest may become restricted if
trading in the underlying futures interest has become restricted. 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.

16
<PAGE>

SPECIAL RISKS ASSOCIATED WITH FORWARD TRADING. Each of the Partnerships
trades 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.

Generally, when a Trading Advisor for a Partnership instructs the
Partnership to either sell or buy a particular currency, CFI will do
back-to-back principal trades in order to carry out such instructions. CFI, 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. CFI, 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. CFI will not attempt to profit
from any mark-up or spread on the trade with the Partnership.

Because performance of forward contracts is not guaranteed by any exchange
or clearinghouse, a Partnership is 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 trades, including CFI. As of the
date of this Prospectus, the sole counterparty with whom the Partnerships trade
is CFI. Any such failure or refusal, whether due to insolvency, bankruptcy or
other causes, could subject a Partnership to substantial losses. The
Partnerships 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 Advisors could be materially affected.

SPECIAL RISKS ASSOCIATED WITH TRADING ON FOREIGN EXCHANGES. Each of the
Partnerships trades in futures, forward and/or 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. The
General Partner attempts to monitor and control the credit exposure of trading
on foreign exchanges. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--1. Dean Witter Spectrum Strategic
L.P.--Financial Instruments."

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. For an additional
discussion of the credit risks relating to trading on foreign exchanges, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "The Futures, Options and Forwards Markets."

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."

17
<PAGE>

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 of the Partnerships is authorized to trade options, and
certain Trading Advisors have included options in their trading. 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 physical commodity or futures
contract underlying an option cannot be accurately 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. Therefore, trading in futures
options can be extremely expensive if market volatility is incorrectly
pzredicted. See "The Futures, Options and Forwards Markets--Options on Futures."

THE PARTNERSHIPS HAVE CREDIT RISK TO THE COMMODITY BROKERS. The
Partnerships have credit risk because DWR and CFI act as the futures commission
merchants or the counterparty with respect to most of the Partnerships' assets.
Exchange-traded futures and futures styled options contracts are marked to
market on a daily basis, with variations in value credited or charged to a
Partnership's account on a daily basis. Each of DWR and CFI, as a futures
commission merchant for each Partnership's exchange-traded 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 it with
respect to exchange-traded futures and futures styled options contracts,
including an amount equal to the net unrealized gain on all open futures and
futures styled options contracts. With respect to a Partnership's off-exchange
traded forward currency contracts with CFI, there are no daily settlements of
variations in value. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--1. Dean Witter Spectrum Strategic
L.P.--Financial Instruments."

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
Advisor and its principals and affiliates will be combined for position limit
purposes, to the extent they may be applicable. The Trading Advisors are the
trading advisors 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 Advisor 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 other regulatory body, exchange, or board, such
Trading Advisor and its principals and affiliates will promptly liquidate
positions in all of their 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. See "The Management
Agreements." While each Trading Advisor 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 Advisor 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--Management of Other Accounts by the Trading Advisors."
Each Partnership is also subject to speculative position limits and may have to
modify or liquidate positions if such limits are, or are about to be, exceeded
by the Partnership. Speculative position limits are not applicable to forward
contract trading, although the principals with which CFI or a Partnership may
deal in the forward markets may limit the positions available to CFI 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. The past
performance results of the Partnerships (see "The Spectrum Series--Performance
Records") are not necessarily indicative of the future performance of the
Partnerships.

18
<PAGE>

SUBSTANTIAL CHARGES TO EACH PARTNERSHIP. Each of the Partnerships incurs
substantial charges from payment of the flat-rate brokerage fee to DWR and the
management and incentive fees to its Trading Advisors, regardless of whether the
Partnership realizes profits. See "Description of Charges--Charges to Each
Partnership."

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 a Spectrum Series Partnership. 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 were 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"). Moreover, 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, and
there has been no independent due diligence conducted with regard to this
offering. See "Conflicts of Interest."

LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT. Limited Partners will
not 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 in the selection of successful Trading Advisors
for each Partnership. The selection by the General Partner of the current
Trading Advisors for each Partnership involved numerous considerations. The
General Partner evaluated the performance record of each Trading Advisor and
determined which Trading Advisors were suitable for each Partnership's overall
trading approach, trading policies and investment objectives. The General
Partner reviewed other aspects of each Trading Advisor (including the Trading
Advisor's trading program, experience, volatility of trading, futures interests
traded, amount of management and incentive fees normally charged, reputation of
the Trading Advisor and its personnel and amount of funds under management), and
made certain subjective judgments in retaining Trading Advisors 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
terminate and replace a Trading Advisor by reason of its poor performance or for
other reasons, or to retain additional Trading Advisors for each Partnership,
and similar judgments will have to be made from time to time. See "Differences
Among the Spectrum Series."

CERTAIN LITIGATION. DWR, the General Partner, other affiliated entities,
Spectrum Select, certain limited partnership commodity pools of which the
General Partner is the general partner (including Spectrum Select), and certain
trading advisors to those pools, are all defendants in certain purported class
actions. Generally,

19
<PAGE>
these class actions allege, among other things, fraud, deceit,
misrepresentation, breach of fiduciary duty, fraudulent and unfair business
practices, unjust enrichment, and conversion in connection with the sale and
operation of the various limited partnership commodity pools. Although the
ultimate outcome of the legal proceedings cannot be predicted with certainty,
the DWR related parties believe that strong defenses to these allegations exist
and, as such, they are being vigorously contested. In addition, the Commodity
Brokers and the Trading Advisors from time to time are subject to various legal
actions. See "Certain Litigation and "The Trading Advisors."

RISKS RELATING TO THE TRADING ADVISORS

RELIANCE ON THE TRADING ADVISORS TO TRADE SUCCESSFULLY. Under each
Management Agreement, each Trading Advisor has exclusive responsibility for
making trading decisions with respect to the Net Assets of the 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
Advisors will prove successful under all or any market conditions.

MARKET FACTORS MAY ADVERSELY INFLUENCE THE TRADING PROGRAMS. Any factor
which may lessen the prospect of major futures interests price trends in the
future (for example, increased governmental control of, or participation in, the
currency markets) may reduce the Trading Advisors' 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 Trading
Advisors' programs to function over time. Further, Trading Advisors may alter
their programs 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 programs used by the Trading Advisors in the future may be different
from those presently in use.

POSSIBLE CONSEQUENCE OF INCREASING ASSETS MANAGED BY A TRADING ADVISOR. The
total amount of funds being managed by each Trading Advisor may be substantially
increased by the addition of assets to a Partnership's account managed by the
Trading Advisor. 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 Advisors 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. See "The Trading Advisors."

POSSIBLE INCREASE IN TRADING LEVERAGE COULD AFFECT FUTURE PERFORMANCE OF
BLENHEIM FOR SPECTRUM STRATEGIC. The General Partner and Blenheim, one of the
Trading Advisors 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 Markets
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, but will not
leverage the account at more than 50% above the leverage of a standard 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, up to the
date of this Prospectus, 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.

LIMITED TERM OF MANAGEMENT AGREEMENTS MAY LIMIT ACCESS TO THE TRADING
ADVISORS. The Management Agreement with each Trading Advisor for Spectrum
Strategic, Spectrum Technical, and Spectrum Global Balanced will not expire
until November, 1998. The Management Agreement with each Trading Advisor for
Spectrum Select will not expire until May 2000. Unless otherwise terminated upon
written notice from each Trading Advisor at least 30 days prior to the
expiration of the respective Management Agreement, each such agreement shall be
automatically renewed for additional one-year terms. In addition, each
Management Agreement may be terminated by the Partnership at any time without
penalty on prior written notice and may be terminated by either party in certain
circumstances. See "The Management Agreements." Upon the expiration or
termination of a Management Agreement, the General Partner may be unable to
enter into arrangements with the Trading Advisor or another Trading Advisor
which is substantially similar to the Management Agreements described in this
Prospectus.

20
<PAGE>

POSSIBLE CONSEQUENCES OF USING MULTIPLE TRADING ADVISORS FOR SPECTRUM
STRATEGIC, SPECTRUM TECHNICAL AND SPECTRUM SELECT. The Trading Advisors 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 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 Advisors for each Partnership which analyze if this has
in the past or might in the future occur. There is also the possibility that
Trading Advisors 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.

POSSIBLE ADVERSE CONSEQUENCES OF UNEQUAL APPORTIONMENT OF A PARTNERSHIP'S
ASSETS AMONG TRADING ADVISORS. While the allocation of the assets of each
Partnership from the proceeds received at the Monthly Closings is, at the date
of this Prospectus, set forth under "Investment Program, Use of Proceeds and
Trading Policies," the General Partner may, during the Continuing Offering,
allocate a Partnership's assets among its Trading Advisors, or the trading
systems of a Trading Advisor, in different proportions. Unequal apportionment of
a Partnership's assets among its Trading Advisors or their systems will result
in the performance of a Trading Advisor having a greater or lesser influence, as
the case may be, on the performance of the Partnership as a whole. Further, a
Trading Advisor could incur losses of such magnitude that the Partnership is
unable to meet margin calls from the Net Assets allocated to that Trading
Advisor. If this occurs, the General Partner is authorized under each Management
Agreement to reapportion funds among the Trading Advisors for each Partnership
and may be required to reallocate funds from more successful Trading Advisors.
This could adversely affect the performance of such Trading Advisors and the
Partnership.

POSSIBLE ADVERSE CONSEQUENCES OF ADDING NEW TRADING ADVISORS. The General
Partner may designate additional Trading Advisors to manage the funds of a
Partnership and may reapportion funds among the Trading Advisors for each
Partnership or among a particular Trading Advisor's trading systems. There is no
maximum limit on the amount of funds which may be allocated to a Trading
Advisor. A portion of the Net Assets of each Partnership may in the future be
subject to management by Trading Advisors and/or trading systems that have not
yet been chosen by the General Partner. Such additional Trading Advisors 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 Advisors prior to their appointment or the
performance record of such systems prior to their implementation.

TRADING DECISIONS BASED ON A TECHNICAL TRADING APPROACH SUCH AS THOSE
EMPLOYED ON BEHALF OF SPECTRUM TECHNICAL, SPECTRUM GLOBAL BALANCED AND SPECTRUM
SELECT MAY NOT PERFORM UNDER CERTAIN MARKET CONDITIONS. Trading decisions of
certain Trading Advisors for Spectrum Technical, Spectrum Global Balanced and
Spectrum Select are based on "technical" trading methods as opposed to or in
addition to "fundamental" trading methods. Fundamental trading methods attempt
to examine external factors (such as governmental policies, domestic and foreign
political and economic events, changing trade prospects, and similar factors
which affect the supply and demand for a particular futures interest) in order
to predict future prices. Technical trading systems, however, generate buy and
sell signals which are not based on analysis of fundamental supply and demand
factors, but rather are based, in most cases, upon a study of actual daily,
weekly, and monthly price fluctuations, volume variations and changes in open
interest and other related mathematical, statistical or quantitative data
utilizing charts and/or computers.

A limiting factor in the use of technical analysis is that such an approach
generally requires price movement data which can be translated into price trends
sufficient to dictate a market entry or exit decision. Any trading approach
which is based upon such technical concepts may not perform well when futures
interests markets are trendless or erratic, because a technical approach may
fail to identify a trend on which action should be taken or it may react to
minor price movements and thus establish a position contrary to overall price
trends, which may result in losses. In addition, a technical trading approach
may underperform other trading approaches when fundamental factors dominate
price moves within a given market. For example, since technical analysis
generally does not take into account fundamental factors such as supply, demand,
and political and economic events (except insofar as such factors may have
influenced price and other technical data constituting input information for
such approach), a technical trading approach may be unable to respond to
fundamental causative events until after their impact has ceased to influence
the markets; positions dictated by such resultant price movements may be
incorrect in light of the fundamental factors then affecting the markets. See
"The Trading Advisors--General Description of Trading Approaches."

21
<PAGE>
TAXATION AND REGULATORY RISKS

POSSIBILITY OF TAXATION AS A CORPORATION. The General Partner has been
advised by its legal counsel, Cadwalader, Wickersham & Taft, that in its opinion
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 (or publicly traded partnership) 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 to the Partners as dividends or capital gains. See
"Material Federal Income Tax Considerations."

PARTNER'S TAX LIABILITY MAY EXCEED DISTRIBUTIONS. If a Partnership has
profits 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) 80% of such itemized deductions. Based
upon the activities of the Partnerships, the General Partner has been advised by
its legal counsel that in its opinion 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. Such
advice is not binding on the Internal Revenue Service or any court. If a
Partnership's expenses (including incentive fees) were treated as subject to
these limitations, a Limited Partner's after-tax return could be significantly
reduced. See "Material Federal Income Tax Considerations."

REDEMPTION OF UNITS MAY PRODUCE NEGATIVE TAX CONSEQUENCES. Each Partnership
will allocate taxable gains or losses to a Limited Partner who redeems a Unit
generally to the extent such Limited Partner's capital account allocable to such
Unit differs from the federal income tax basis allocable to such Unit. Gain or
loss allocable to a Limited Partner as his distributive share of Partnership
gain or loss (including such distributive share arising from a special
allocation upon redemption of Units) retains the same character as in the hands
of the Partnership. Accordingly, this special allocation of Partnership gain or
loss upon a redemption of Units may alter or modify the character of such
Limited Partner's income arising from a redemption of Units (by reducing the
amount of long-term capital gain recognized upon a receipt of redemption
proceeds) and may accelerate the recognition of income by such Limited Partner.
Further, no assurance can be given that the Internal Revenue Service will not
challenge a Partnership's tax allocations (including the special allocation upon
redemption of Units), and if such allocations are successfully challenged, the
amount of income or loss allocated to the Limited Partners may be increased or
reduced, or the character of such income or loss may be modified. See "Material
Federal Income Tax Considerations."

TAX LAWS ARE SUBJECT TO CHANGE. It is possible that the current federal
income tax treatment accorded an investment in the Partnerships will be modified
by legislative, administrative, or judicial action in the future. The nature of
additional changes in federal income tax law cannot be determined prior to
enactment of any new tax legislation or administrative or judicial action.
However, such legislation could significantly alter the tax consequences and
decrease the after-tax rate of return of an investment in the Partnerships.
Prospective subscribers should seek, and must rely on, the advice of their own
tax advisers with respect to the possible impact on their investments of any
future proposed tax legislation or administrative or judicial action.

DEDUCTIBILITY OF PASSIVE LOSSES MAY BE LIMITED. Losses from a passive
activity ("passive losses") are generally disallowed to the extent such losses
exceed income from all passive activities ("passive income"). Pursuant to
Proposed and Temporary Treasury Regulations, none of the Partnerships will be
treated as a passive

22
<PAGE>
activity. Accordingly, a Limited Partner's distributive share of items of
income, gain, deduction or loss from a Partnership will not be characterized as
passive income or loss, and Partnership gains allocable to the Limited Partners
will not be available to offset passive losses from other investments. However,
Partnership gains allocable to the Limited Partners will be available to offset
losses with respect to "portfolio" investments, such as stocks and bonds.
Moreover, any Partnership losses allocable to the Limited Partners will be
available to offset other income, regardless of source. 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."

ABSENCE OF REGULATIONS APPLICABLE TO SECURITIES MUTUAL FUNDS AND THEIR
ADVISERS. None of the Partnerships is registered as an investment company or a
"mutual fund" under the Investment Company Act of 1940, as amended (or any
similar state law), and the General Partner and most of the Trading Advisors are
not registered as investment advisers under the Investment Advisers Act of 1940,
as amended (or any similar state law). Investors, therefore, are not accorded
the protective measures provided by such legislation. However, in accordance
with the provisions of the Commodity Exchange Act, as amended (the "CEAct"), the
regulations of the CFTC thereunder and the NFA rules, the General Partner is
registered as a commodity pool operator, each Trading Advisor is registered as a
commodity trading advisor, and DWR and CFI are each registered as a futures
commission merchant, each subject to regulation by the CFTC and each a member of
the NFA in such respective capacities.

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.

23
<PAGE>
CONFLICTS OF INTEREST

RELATIONSHIP OF THE GENERAL PARTNER TO DWR AS COMMODITY BROKER

The General Partner is a wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co. ("MSDW"), a principal subsidiary of which, DWR, acts as the
non-clearing 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 Advisors. 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 (CFI's fees will be paid by DWR). Moreover, because of such
relationship, the General Partner has a conflict of interest between its
responsibilities to limit and reduce the brokerage fees paid by the Partnerships
and otherwise manage the Partnerships for the benefit of the Limited Partners
and its interest in obtaining for DWR favorable brokerage fees, as well as a
disincentive to replace DWR as the non-clearing Commodity Broker for the
Partnership. 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 is paid by each Partnership. Six of the 23 currently active
commodity pools for which Demeter acts as general partner are charged flat-rate
asset-based brokerage fees, 16 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 one is charged on a roundturn brokerage commission
basis without a monthly asset-based cap. See "The Commodity Brokers" and
"Fiduciary Responsibility."

The General Partner selected the Trading Advisors and will participate in
the selection of any new Trading Advisors for the Partnerships. However, because
the selection of Trading Advisors who engage in a high volume of trades will
increase the costs to DWR, without DWR's receipt of an offsetting increase in
revenue, the General Partner has an incentive to select Trading Advisors 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, and there has been no independent due diligence conducted with
respect to, this offering. However, the General Partner has a fiduciary duty
under the Partnership Act to exercise good faith and fairness in all dealings on
behalf of the Partnerships, including the Partnerships' dealings with DWR, as
Commodity Broker. See "Fiduciary Responsibility." In addition, the Limited
Partnership Agreements contain restrictions on the General Partner's ability to
contract with its affiliates on behalf of the Partnerships. See "The Limited
Partnership Agreements--Management of Partnership Affairs."

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 Agreements and other arrangements
between each Partnership and the Commodity Brokers are fair, reasonable and
competitive, and represent the best price and services available, considering
the matters discussed in this paragraph below and in the immediately following
paragraph. DWR is subject to the risk and expense of organizing the
Partnerships, offering the Units and paying the Partnerships' ordinary
administrative expenses. Further, the General Partner, an affiliate of DWR, will
provide ongoing services to the Partnerships, which include administering the
redemption and Exchanges of Units, and the General Partner has financial
obligations as the general partner of the Partnerships. A significant portion of
the brokerage fees paid to DWR by each Partnership is 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.

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 Brokers" and "Fiduciary Responsibility."

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 and accounts. Certain pools may generate larger

24
<PAGE>
brokerage commissions, resulting in increased payments to DWR employees as
described above. 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, THE TRADING ADVISORS, AND THE
COMMODITY BROKERS

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 officers, directors and employees of the
General Partner and the Commodity Brokers, and their affiliates, principals,
officers, directors and employees, may trade futures interests for their own
proprietary accounts. The records of such trading will not be available to
Limited Partners. In addition, CFI 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, CFI may effect transactions for the account of a
Partnership in which the other parties to such transactions are employees or
affiliates of the General Partner, a Trading Advisor or CFI, or customers or
correspondents of CFI. Such persons might also compete with a Partnership in
bidding on purchases or sales of futures interests without knowing that such
Partnership is also bidding. It is possible that transactions for the officers,
directors, affiliates, employees, customers and correspondents of the Commodity
Brokers, a Trading Advisor 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. In addition, certain of the officers and directors of the
General Partner (who are also employees of and are compensated by DWR) may
individually receive from DWR compensation and bonuses based on various factors,
including brokerage fees generated by the Partnerships. See "The General
Partner" and "The Commodity Brokers."

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 Advisor,
and such prohibitions may not be circumvented by any reciprocal business
arrangements.

MANAGEMENT OF OTHER ACCOUNTS BY THE TRADING ADVISORS

Each Management Agreement allows the Trading Advisor to manage futures
interests accounts in addition to the Partnership's account. Each Trading
Advisor and its principals and affiliates may at any time 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 Advisors may also operate more than one
trading program in their management of accounts, some of which systems may not
be used in trading for the Partnerships. Such other trading programs have in the
past and may in the future experience significantly different performance
results than the programs used in trading for the Partnerships. Each Trading
Advisor is required to aggregate futures interests positions in other accounts
managed by it with futures interests positions in the applicable Partnership's
account for speculative position limit purposes. Such aggregation of positions
could require the applicable Trading Advisor to liquidate or modify positions
for all such accounts, and such liquidation or modification may adversely affect
such Partnership. A Trading Advisor 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 Advisor makes
trading decisions for such accounts and a Partnership's account at or about the
same time, the Partnership may be competing with such other accounts for the
same or similar positions. While the records of the accounts of the Trading
Advisors and their principals and accounts managed by them 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 Advisor will deal with the Partnership in a fiduciary capacity to the
extent recognized by applicable law and will not enter into transactions where
it knowingly or deliberately favors itself or another client over the
Partnership.

CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS

Each Partnership has opened a separate trading account with each of the
Commodity Brokers for each of its Trading Advisors pursuant to its Customer
Agreements with the Commodity Brokers. Under the Customer Agreements, all funds,
futures interests and securities positions and credits carried for the
Partnership are held as security for such Partnership's obligations to the
Commodity Brokers; the margins required to initiate or

25
<PAGE>
maintain open positions will be as established by the Commodity Brokers from
time to time; and the Commodity Brokers may close out positions, purchase
futures interests, or cancel orders at any time they deem necessary for their
protection, without the consent of the Partnership. Each Partnership also has
agreed to indemnify and defend the Commodity Brokers and their stockholders,
employees, officers, directors and affiliates against certain liabilities
incurred by them by reason of acting as such Partnership's commodity broker.
Each Commodity Broker, the General Partner or the Limited Partners of a
Partnership by majority vote may terminate the brokerage relationship and close
the Partnership's futures interests account at the Commodity Brokers upon 60
days' prior written notice and under certain other circumstances. 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 26 other
commodity pools. DWR is the non-clearing commodity broker for 25 of such pools
and 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 Advisors
for each Partnership also 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, the Commodity Brokers, the Trading Advisors 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, the Commodity Brokers, or the Trading
Advisor, 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, the Commodity Brokers, the Trading Advisor 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, the
Commodity Brokers, DWR (as selling agent), any Additional Seller, the Trading
Advisors for such Partnership, and their respective affiliates from and against
any loss, liability, damage, cost or expense (including attorneys' and
accountants' fees and expenses incurred in defense of any demands, claims, or
lawsuits) actually and reasonably incurred arising from acts, omissions,
conduct, 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, the
Commodity Brokers, DWR, the Additional Seller, or the Trading Advisor, 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, conduct, or
activity that was the basis for such loss, liability, damage, cost, or expense
was not the result of misconduct or negligence. Payment of any indemnity to such
person by a Partnership would reduce the Net Assets of such Partnership. The
General Partner does not carry insurance covering such potential losses and it
is not contemplated that the Partnerships will carry liability insurance
covering such potential losses or indemnification exposure.

26
<PAGE>
Notwithstanding the foregoing, in any action brought by a Limited Partner in
the right of a Partnership, the General Partner or any affiliate thereof 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, the Commodity Brokers, DWR, any Additional Sellers, the Trading
Advisors, or their affiliates by a Partnership shall be permitted for losses,
liabilities, or expenses arising from or out of alleged violations 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 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 CFI) 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.

27
<PAGE>
DESCRIPTION OF CHARGES

CHARGES TO EACH PARTNERSHIP

Each Partnership is subject to substantial charges, all of which are
described in detail below. The fees and charges below are those which will be in
effect as of June 1, 1998.

SPECTRUM STRATEGIC

<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ---------------------------------- ------------------------------------ --------------------------------------------------
<S> <C> <C>
Trading Advisors.................. Monthly Management Fee. 1/12 of 4% of the Net Assets allocated to each of
Blenheim and Willowbridge on the first day of each
month (a 4% annual rate), and 1/12 of 3% of the
Net Assets allocated to Stonebrook on the first
day of each month (a 3% annual rate).

Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to each Trading Advisor's allocated Net
Assets as of the end of each calendar month.

DWR............................... Brokerage Fee. A flat-rate monthly fee of 1/12 of 7.25% of the
Net Assets (a 7.25% annual rate) as of the first
day of each month. Such fee covers brokerage
commissions, transaction fees and costs, and
ordinary administrative and continuing offering
expenses.

Financial benefit to DWR from The aggregate of (i) the flat-rate brokerage fee
interest earned on the Partner- payable by the Partnership, as described above,
ship's assets in excess of the in- and (ii) net excess interest and compensating
terest paid to the Partnership and balance benefits to DWR (after crediting the
from compensating balance treatment Partnership with interest) will not exceed 14%
in connection with its designation annually of the Partnership's average month-end
of a bank or banks in which the Net Assets during a calendar year.
Partnership's assets are deposited.
</TABLE>

SPECTRUM TECHNICAL

<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ---------------------------------- ------------------------------------ --------------------------------------------------
<S> <C> <C>
Trading Advisors.................. Monthly Management Fee. 1/12 of 4% of the Net Assets allocated to each
Trading Advisor on the first day of each month (a
4% annual rate).

Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to the Net Assets allocated to Campbell
and JWH as of the end of each calendar month, and
19% of the Trading Profits experienced with
respect to the Net Assets allocated to Chesapeake
as of the end of each calendar month.
</TABLE>

28
<PAGE>
SPECTRUM TECHNICAL (CONTINUED)

<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ---------------------------------- ------------------------------------ --------------------------------------------------
<S> <C> <C>
DWR............................... Brokerage Fee. A flat-rate monthly fee of 1/12 of 7.25% of the
Net Assets (a 7.25% annual rate) as of the first
day of each month. Such fee covers brokerage
commissions, transaction fees and costs, and
ordinary administrative and continuing offering
expenses.

SPECTRUM GLOBAL BALANCED

<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ---------------------------------- ------------------------------------ --------------------------------------------------
<S> <C> <C>
Trading Advisor................... Monthly Management Fee. 1/12 of 1.25% 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 Profits experienced with
respect to Net Assets as of the end of each
calendar month.

DWR............................... Brokerage Fee. A flat-rate monthly fee of 1/12 of 4.60% of 1% of
the Net Assets (a 4.60% annual rate) as of the
first day of each month. Such fee covers all
brokerage commissions, transaction fees and costs,
and ordinary administrative and continuing
offering expenses.

29
<PAGE>
SPECTRUM SELECT

<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ---------------------------------- ------------------------------------ --------------------------------------------------
<S> <C> <C>
Trading Advisors.................. Monthly Management Fee. 1/12 of 3% of the Net Assets allocated to each
Trading Advisor on the first day of each month (a
3% annual rate).

Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to each Trading Advisor's allocated Net
Assets as of the end of each calendar month.

1. TRADING ADVISORS

Each Partnership must pay each of its Trading Advisors a monthly management
fee, whether or not the assets of the Partnership as a whole or the assets
allocated to such Trading Advisor are profitable, and will pay each of its
Trading Advisors an incentive fee if Trading Profits are earned on such Trading
Advisor's allocated Net Assets.

(a) MONTHLY MANAGEMENT FEE. Each of Spectrum Strategic and Spectrum
Technical pays each of its Trading Advisors a monthly management fee equal to
1/12 of 4% (a 4% annual rate) (except Spectrum Strategic pays Stonebrook 1/12 of
3% (a 3% annual rate)) of such Partnership's Net Assets allocated to such
Trading Advisor as of the first day of each month. Spectrum Global pays its
Trading Advisor a monthly management fee equal to 1/12 of 1.25% (a 1.25% annual
rate) of its Net Assets as of the first day of each month. Spectrum Select pays
each of its Trading Advisors a monthly management fee equal to 1/12 of 3% (a 3%
annual rate) of such Partnership's Net Assets allocated to such Trading Advisor
as of the first day of each month. For the year ended December 31, 1997,
Spectrum Strategic, Spectrum Technical, Spectrum Global, and Spectrum Select
paid aggregate management fees of $2,212,788, $5,832,758, $269,162, and
$5,239,533, respectively.

For example, if the Net Assets of Spectrum Strategic equaled $20,000,000 as
of the first day of each month during the fiscal year, the Trading Advisors
would receive an aggregate monthly management fee for the year of $800,000
( 1/12 of 4% of $20,000,000 per month, or $66,667, times 12). The management fee
payable to the Trading Advisors in the foregoing example would be divided among
them based on the portion of the $20,000,000 in Net Assets allocated to each
such Trading Advisor at the beginning of each month.

If during any month a Partnership does not conduct business operations or
suspends trading or, as a result of an act or failure to act by a Trading
Advisor or Advisors, is otherwise unable to utilize the trading advice of such
Trading Advisor(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 Advisor(s) engaged in trading operations or utilized the trading
advice of the Trading Advisor(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

30
<PAGE>
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 must pay a monthly incentive fee equal
to 15% (19% in the case of Chesapeake for Spectrum Technical) of Trading Profits
experienced with respect to each Trading Advisor'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
Advisor's allocated Net Assets, decreased by monthly management fees and
brokerage fees which are chargeable to the Trading Advisor'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
Advisor. Extraordinary expenses of the Partnership, if any, will not be deducted
in determining Trading Profits. No incentive fees will be paid on interest
earned by any Partnership. For the year ended December 31, 1997, Spectrum
Strategic, Spectrum Technical, Spectrum Global Balanced, and Spectrum Select
paid aggregate incentive fees of $427,094, $369,975, $300,250, and $49,989,
respectively.

If any payment of incentive fees is made to a Trading Advisor on account of
Trading Profits with respect to its allocated Net Assets and the Trading Advisor
thereafter fails to earn Trading Profits or experiences losses for any
subsequent incentive period, the Trading Advisor will be entitled to retain such
amounts of incentive fees previously paid to the Trading Advisor in respect of
such Trading Profits. However, no subsequent incentive fees will be payable to
the Trading Advisor until the Partnership has again earned Trading Profits with
respect to that Trading Advisor's allocated Net Assets; PROVIDED, HOWEVER, that
if a Trading Advisor's allocated Net Assets are reduced or increased because of
redemptions, additions or reallocations that occur at the end of or subsequent
to an incentive period in which the Trading Advisor experiences a futures
interests trading loss with respect to its allocated Net Assets, the trading
loss for that incentive period which must be recovered before the Net Assets
allocated to the Trading Advisor will be deemed to experience Trading Profits
will be equal to the amount determined by (x) dividing such Trading Advisor's
allocated Net Assets after such increase or decrease by such Trading Advisor'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 with respect to a Trading Advisor's allocated Net Assets without
the payment of an intervening incentive fee and such Trading Advisor'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 Advisor for Spectrum Strategic earned
Trading Profits of $1,000,000 with respect to its allocated Net Assets for the
period ended May 31, 1998, the Trading Advisor would receive an incentive fee of
$150,000 for that period. If, however, the Trading Advisor experiences realized
and/or unrealized trading losses, or fees offset trading profits, so as to
result in a $250,000 loss with respect to its allocated Net Assets for the
period ended June 30, 1998, no incentive fee will be paid to the Trading Advisor
for that period. If the Trading Advisor is to earn an incentive fee for the
following period ending July 31, 1998, the Trading Advisor will have to earn
Trading Profits exceeding $250,000 for that period, since the incentive fee is
payable based upon Trading Profits measured from the last period for which an
incentive fee was paid (I.E., May 31), and not from the immediately preceding
period. For the period ended July 31, 1998, Trading Profits would be equal to
the amount of profits in excess of $250,000. The Trading Advisor would receive
an incentive fee for such period equal to 15% of such Trading Profits. (The
foregoing example assume no redemptions or reallocations 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
Advisor, each Partnership (except Spectrum Global Balanced) may be required to
pay an incentive fee to one or two Trading Advisors in any given period in spite
of losses or a lack of Trading Profits experienced by the Partnership as a
whole.

2. COMMODITY BROKERS

(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,

31
<PAGE>

pursuant to the Customer Agreements with the Commodity Brokers, the Partnerships
do not pay commodity brokerage commissions on a per-trade basis, but rather pay
a monthly flat-rate based on their Net Assets. Spectrum Strategic, Spectrum
Technical, and Spectrum Select each pays to DWR a monthly flat-rate fee of 1/12
of 7.25% of such Partnership's Net Assets as of the first day of each month (a
7.25% annual rate), and Spectrum Global Balanced pays to DWR a monthly flat-rate
fee of 1/12 of 4.60% of such Partnership's Net Assets as of the first day of
each month (a 4.60% annual rate). For the year ended December 31, 1997, Spectrum
Strategic, Spectrum Technical, and Spectrum Global Balanced paid brokerage fees,
and Spectrum Select paid aggregate brokerage commissions, transaction fees and
costs, and ordinary administrative expenses, of $4,414,327, $11,617,770,
$1,124,531, and $9,777,851, respectively. DWR receives such brokerage fees,
irrespective of the number of trades executed on the Partnership's behalf.

From the flat-rate brokerage fees received by it, DWR pays or reimburses the
Partnerships for all fees and costs of CFI for executing trades by the
Partnerships, including floor brokerage fees, exchange fees, clearinghouse fees,
NFA fees, "give up" fees, any taxes (other than income taxes), any third party
clearing costs incurred by CFI, costs associated with taking delivery of futures
interests, and fees for execution of forward contract transactions. DWR also
pays, from the 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 by Spectrum
Strategic, Spectrum Technical, and Spectrum Global Balanced, and the three prior
offerings by Spectrum Select, and will pay the costs of the Continuing Offering.
The Partnerships will not reimburse DWR for any such organization and 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, provides ongoing
services to the Partnerships, which include evaluating, retaining, monitoring
and terminating Trading Advisors 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 Brokers--Brokerage
Arrangements" and "Plan of Distribution."

While each Partnership pays a flat-rate brokerage fee, rather than
"roundturn commissions" on each trade, it is estimated, based upon the Trading
Advisors' historical trading, that such flat-rate brokerage fees would translate
into roundturn commissions ranging from approximately $30-40 for Spectrum Global
Balanced, $25-35 for Spectrum Strategic, $35-45 for Spectrum Technical, and
$35-45 for Spectrum Select. NO REPRESENTATION OR WARRANTY IS MADE AS TO THE
ACCURACY OF THE FOREGOING ESTIMATES, AS THEY ARE TOTALLY DEPENDENT ON THE NUMBER
OF TRANSACTIONS EFFECTED BY THE TRADING ADVISORS FOR THE RESPECTIVE
PARTNERSHIPS.

(b) FINANCIAL BENEFITS. DWR benefits from the interest crediting
arrangements and possible compensating balance treatment in connection with its
designation of a bank or banks in which the Partnerships' assets are deposited.
See "Investment Programs, Use of Proceeds and Trading Policies."

3. EXPENSE LIMITATIONS

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 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, in accordance with guidelines applied by certain state securities
regulators (see "Glossary--Blue Sky Glossary"), each Partnership's fees and
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
or fees, 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 Assets per month, or 6% of the Partnership's Net

32
<PAGE>

Assets annually; (b) the incentive fee payable by the Partnership to a Trading
Advisor 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 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, such
brokerage commissions (excluding transaction fees and costs) payable by the
Partnership to any commodity broker for the Partnership shall not exceed 80% of
such commodity broker's published non-member rates for speculative accounts; and
(d) the aggregate of (i) the brokerage commissions or fees payable by the
Partnership to any commodity broker for the Partnership, (ii) any transaction
fees and costs payable by the Partnership, and (iii) the net excess interest and
compensating balance benefits to any 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. The
General Partner or an affiliate thereof will pay any fees and expenses in excess
of any such limits.

REDEMPTION CHARGES TO LIMITED PARTNERS

BREAK EVEN ANALYSIS

Based upon the annual fees and expenses as of June 1, 1998, Spectrum
Strategic, Spectrum Technical, Spectrum Global Balanced, and Spectrum Select
must earn estimated net trading profits (after taking into account estimated
interest income based upon current rates of 5%) of 7.25%, 7.23%, 0.91% and
6.24%, respectively, of their average annual Net Assets in order to offset
Partnership expenses, and 9.27%, 9.30%, 2.94% and 8.29%, respectively, to offset
Partnership expenses and the 2% redemption charge if Units are redeemed during
the first year of investment. This assumes that each Trading Advisor's gross
profits equal expenses such that no incentive fees are earned by the Trading
Advisor.

Based upon the Net Asset Value per Unit as of February 28, 1998, Spectrum
Strategic, Spectrum Technical, Spectrum Global Balanced, and Spectrum Select
must earn estimated net trading profits of $1.01, $1.35, $0.42, and $1.78 per
Unit, respectively, in order for a Limited Partner 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 2% redemption charge (as
calculated below).

<TABLE>
<CAPTION>
SPECTRUM SPECTRUM SPECTRUM SPECTRUM
STRATEGIC TECHNICAL GLOBAL SELECT(7)
----------- ----------- ----------- -----------
$ $ $ $
<S> <C> <C> <C> <C>
Selling Price per Unit(1)..................................................... 10.90 14.52 14.27 21.48
Management Fee(2)............................................................. .44 .58 .18 .64
Brokerage Fee(3).............................................................. .79 1.05 .66 1.56
Less Interest Income(4)....................................................... (.44) (.58) (.71) (.86)
Redemption Fee(5)............................................................. .22 .30 .29 .44
Incentive Fee(6).............................................................. -- -- -- --
Amount of Trading Income Required for a Limited Partner to Recoup its
Investment at the End of One Year........................................... 1.01 1.35 0.42 1.78
Percentage of Selling Price per Unit.......................................... 9.27% 9.30% 2.94% 8.29%
</TABLE>

33
<PAGE>
- ---------

NOTES

(1) Units are offered for sale at Monthly Closings held as of the last day of
each month at a purchase price equal to 100% of the Net Asset Value of the
Unit at the close of business as of the date of the Closing. The selling
price per Unit was based on the Net Asset Value per Unit as of February 28,
1998.

(2) In the case of Spectrum Strategic and Spectrum Technical, monthly
management fees are 1/12 of 4% (a 4% annual rate) (except Spectrum
Strategic pays Stonebrook 1/12 of 3% (a 3% annual rate)) of the Net Assets
allocated to each Trading Advisor on the first day of each month. In the
case of Spectrum Global Balanced, the monthly management fee is 1/12 of
1.25% (a 1.25% annual rate) of the Partnership's Net Assets on the first
day of each month. Effective June 1, 1998, Spectrum Select will be charged
a monthly management fee of 1/12 of 3% (a 3% annual rate) of the Net Assets
allocated to each Trading Advisor on the first day of each month.

(3) Prior to August 1, 1997, the brokerage fee in the case of Spectrum
Strategic and Spectrum Technical was a flat-rate monthly fee of 1/12 of
8.25% (an 8.25% annual rate) of Net Assets as of the first day of the
month, and the brokerage fee in the case of Spectrum Global Balanced was a
flat-rate monthly fee of 1/12 of 5.50% (a 5.50% annual rate) of Net Assets
as of the first day of the month. Effective August 1, 1997, the flat-rate
brokerage fee payable to DWR was reduced to a rate of 1/12 of 7.65% (a
7.65% annual rate) of the Net Assets as of the first day of the month with
regard to each of Spectrum Strategic and Spectrum Technical, and to a rate
of 1/12 of 4.90% (a 4.90% annual rate) of the Net Assets as of the first
day of the month with regard to Spectrum Global Balanced. Prior to June 1,
1998, Spectrum Select was charged roundturn brokerage commissions at a rate
of 80% of DWR's published non-member rates for speculative accounts (which
was equal to approximately $75), and separately paid its transaction fees
and costs, which brokerage commissions and transaction fees and costs were
capped at 1/12 of 7.80% per month (a maximum 7.80% annual rate) of its Net
Assets at month-end allocated to each Trading Advisor; and its ordinary
administrative expenses, which were capped at 0.25% per year of average
month-end Net Assets.

Effective June 1, 1998, the flat-rate brokerage fee payable to DWR will be
further reduced to a rate of 1/12 of 7.25% (a 7.25% annual rate) of Net
Assets as of the first day of the month with regard to Spectrum Strategic
and Spectrum Technical, and to a rate of 1/12 of 4.60% (a 4.60% annual
rate) of Net Assets as of the first day of the month with regard to
Spectrum Global Balanced. Effective June 1, 1998, Spectrum Select will pay
DWR a flat-rate brokerage fee (which will also cover transaction fees and
costs and ordinary administrative expenses) of 1/12 of 7.25% (a 7.25%
annual rate) of its Net Assets as of the first day of each month. For
purposes of the above table, brokerage fees were based on the new reduced
rates.

(4) DWR credits each Partnership at month-end with interest income as if 80%,
in the case of Spectrum Strategic, Spectrum Technical, and Spectrum Select,
and 100%, in the case of Spectrum Global 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
approximately 5%.

(5) Units redeemed at the end of one year from the date of purchase are subject
to a 2% redemption charge.

(6) Incentive fees are assumed to be zero because (i) interest income is
greater than the redemption fee and (ii) each Trading Advisor's trading
profits equal expenses.

(7) For purposes of generating a break even calculation that is comparable to
that of each of the other Partnerships, the $2,148.09 Net Asset Value per
Unit of Spectrum Select as of February 28, 1998 was adjusted to $21.48, in
accordance with the conversion of each outstanding Unit of Spectrum Select
into 100 Units of Spectrum Select as of the April 30, 1998 Monthly Closing.

The General Partner furnishes 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, 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 Partnership Agreements--Reports to Limited
Partners."

34
<PAGE>
INVESTMENT PROGRAMS, USE OF PROCEEDS AND TRADING POLICIES

Each Partnership was formed to engage 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 (collectively, "futures interests"). The entire proceeds of the
Continuing Offering received by each Partnership from the sale of its Units and
the continuing capital contributions of the General Partner to each Partnership
will be deposited in separate commodity trading accounts established by DWR and
CFI for each of the Trading Advisors. 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 Advisors. DWR will transfer Partnership funds to CFI to margin futures
interests trades effected with and through CFI as clearing broker and foreign
currency forward counterparty for each Partnership. Each Partnership's margin
commitments with respect to its U.S. commodity futures positions have ranged,
and are anticipated to range, between 10% and 40% of Net Assets (between 25% and
35% in the case of Spectrum Select), although in certain circumstances, a
Partnership's margin levels could deviate substantially from that range in the
future. See "Risk Factors--Risks Relating to Futures Interests Trading and the
Futures Interests Markets--Futures Interests Trading is Highly Leveraged." The
Partnerships' assets held by DWR and CFI will be segregated or secured in
accordance with the CEAct and CFTC regulations. The Partnerships' trading on
various United States futures exchanges is subject to CFTC regulation and the
rules of the applicable exchanges. The Partnerships' trading on foreign futures
exchanges is subject to regulation by foreign regulatory authorities and the
rules of the applicable exchange. The Partnerships may each trade up to 75
different types of futures interests, on both domestic and foreign markets, and
may trade additional futures interests as determined by the Trading Advisors.
The Partnerships trade on the following foreign futures exchanges: the Deutsche
Terminborse, the Hong Kong Futures Exchange Ltd., the International Petroleum
Exchange of London, the London International Financial Futures Exchange Ltd.,
the London Metals Exchange, the Marche a Terme International de France, the
Montreal Exchange, the Singapore International Monetary Exchange, the Sydney
Futures Exchange, the Tokyo International Futures Exchange, and the Tokyo Stock
Exchange. From time to time the Partnerships may trade on other foreign
exchanges. From time to time in connection with foreign futures and options
contracts, the Partnerships' 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 CFI 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."

Effective April 30, 1998, A. Gary Shilling & Co., ("Shilling") Inc. ceased
to be a Trading Advisor for Spectrum Strategic. The assets of Spectrum Strategic
previously allocated to Shilling will not be traded during the month of May.
Commencing June 1, 1998, Stonebrook Capital Management, Inc. will be added as a
Trading Advisor for Spectrum Strategic, and will be allocated the assets
previously allocated to Shilling. The Trading Advisors for Spectrum Strategic
will be allocated 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
Stonebrook Capital Management, Inc.......................... 33 1/3
Willowbridge Associates Inc................................. 33 1/3
</TABLE>

The Trading Advisors 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..................................... 33 1/3
Chesapeake Capital Corporation.............................. 33 1/3
John W. Henry & Co., Inc.
Original Investment Program............................. 16 2/3
Financials and Metals Portfolio......................... 16 2/3
</TABLE>

35
<PAGE>

RXR, Inc., the Trading Advisor for Spectrum Global Balanced, is allocated
100% of the net proceeds received by such Partnership at each of its Monthly
Closings.

The Trading Advisors for Spectrum Select will be allocated the net proceeds
received by such Partnership at each of its Monthly Closings, in the following
proportions:

<TABLE>
<CAPTION>
%
---
<S> <C>
EMC Capital Management, Inc................................. 33 1/3
Rabar Market Research, Inc.................................. 33 1/3
Sunrise Capital Management, Inc............................. 33 1/3
</TABLE>

In the future, the proceeds from each of the Monthly Closings attributable
to Spectrum Strategic, Spectrum Technical and Spectrum Select may be allocated
to their Trading Advisors and their trading programs in the above proportions,
or in such different proportions, as the General Partner, in its sole
discretion, shall determine.

The Trading Advisors 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 Advisor 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, Spectrum Technical, and Spectrum Select,
and 100%, in the case of Spectrum Global Balanced, of such Partnership's average
daily Net Assets for the month (including the Partnership's assets held by CFI)
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 and secured 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, Spectrum Technical, and
Spectrum Select, and 100% in the case of Spectrum Global Balanced); DWR will
retain any interest earned in excess of the interest paid by DWR 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. While it is anticipated that such compensating balance
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 excess interest
and compensating balance 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.

The assets of the Partnerships are not commingled with the assets of one
another or any other entity. Margin deposits and deposits of assets with a
commodity broker do not constitute commingling.

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 Advisors
and trading policies and the opportunity to shift investments among such funds.
The Spectrum Series presently consists of four Delaware limited partnerships
organized pursuant to the form of Limited Partnership Agreement attached hereto
as Exhibit A. Demeter is General Partner and commodity pool operator ("CPO") of
each Partnership. See "The General Partner."

The selection of Trading Advisors for each Partnership was based on a review
of each Trading Advisor's trading programs, experience and trading performance
record in view of the investment objectives and trading

36
<PAGE>
policies of such Partnership. By reviewing this information, the General Partner
was able, among other things, to categorize each Trading Advisor 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
Advisor in the past. Although these factors are obtained from past trading
performance, the General Partner believes such factors have some value in
evaluating the potential trading success of a Trading Advisor; however future
performance may be completely different. 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 NECESSARILY INDICATIVE OF FUTURE RESULTS.

SPECTRUM STRATEGIC

Spectrum Strategic seeks as its investment objective to achieve capital
appreciation by allocating its assets to Trading Advisors 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 Advisors for Spectrum Strategic are Blenheim Investments, Inc.
("Blenheim"), Stonebrook Capital Management, Inc. ("Stonebrook"), and
Willowbridge Associates Inc. ("Willowbridge"). Through April 30, 1998, a portion
of the assets allocated to Spectrum Strategic had been traded by A. Gary
Shilling & Co., Inc. ("Shilling"). Effective April 30, 1998, Shilling was
terminated as a Trading Advisor for Spectrum Strategic, and effective June 1,
1998, Stonebrook will become a Trading Advisor for Spectrum Strategic and will
be allocated for trading all of the assets previously allocated to Shilling.
Thus, the assets previously allocated to Shilling will not be traded during the
month of May 1998.

BLENHEIM (CURRENT ALLOCATION: APPROXIMATELY 40%)--Blenheim is a New Jersey
corporation formed in 1988 and is registered as a commodity trading advisor
("CTA") and CPO with the CFTC and is a member of the NFA in such capacities. The
assets of Spectrum Strategic allocated to Blenheim are traded pursuant to
Blenheim's discretionary trading program (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 February 28, 1998, Blenheim was managing
approximately $66 million of client assets pursuant to the trading program
described above ("notional funds" excluded).

STONEBROOK (CURRENT ALLOCATION, TO BE ALLOCATED JUNE 1, 1998: APPROXIMATELY
12%)--Stonebrook is a Delaware corporation formed in 1993 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 Stonebrook will be traded pursuant to
Stonebrook's trading program (which has been traded since 1993), which will
focus on trading fixed-income, foreign currency and stock index markets
worldwide. As of February 28, 1998, Stonebrook was managing approximately $9
million of client assets pursuant to the trading program described above
("notional funds" excluded).

WILLOWBRIDGE (CURRENT ALLOCATION: APPROXIMATELY 48%)--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 are traded pursuant to Willowbridge's Select
Investment Program, whereby Spectrum Strategic allocates assets to
Willowbridge's XLIM trading approach (which has been traded since February
1988). XLIM is traded on a discretionary basis by Mr. Philip Yang
(Willowbridge's Director and President), with trading decisions based primarily
on Mr. Yang's analysis of technical factors, fundamentals, and market action.
XLIM trades are selected from a wide variety of futures contracts, forwards,
spot, and options on United States and international markets, including, but not
limited to, financial instruments, currencies, precious and base metals, and
agricultural commodities. As of February 28, 1998, Willowbridge was managing
approximately $367 million of client assets pursuant to the XLIM Trading
Approach ("notional funds" excluded) and approximately $343 million of client
assets in its other programs ("notional funds" excluded).

A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM STRATEGIC IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM STRATEGIC." READ "THE TRADING ADVISORS" CAREFULLY BEFORE YOU
DECIDE TO INVEST. SEE "RISK FACTORS--RISKS RELATING TO THE PARTNERSHIPS AND THE
OFFERING OF UNITS-- PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE."

37
<PAGE>
SPECTRUM TECHNICAL

Spectrum Technical seeks as its investment objective to achieve capital
appreciation by allocating its assets to Trading Advisors whose trading
approaches utilize various proprietary technical long-term trend-following
systems.

The Trading Advisors for Spectrum Technical are Campbell & Company, Inc.
("Campbell"), Chesapeake Capital Corporation ("Chesapeake"), and John W. Henry &
Company, Inc. ("JWH-Registered Trademark-").

CAMPBELL (CURRENT ALLOCATION, SUBJECT TO THE REALLOCATION DISCUSSED BELOW:
APPROXIMATELY 21%)-- 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 are 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 February 28,
1998, Campbell was managing approximately $802 million of client assets pursuant
to the Financial, Metal & Energy Large Portfolio and approximately $950 million
in all of its programs. Effective June 1, 1998, a portion of the funds
previously allocated to Chesapeake will be reallocated to Campbell. See
discussion in next paragraph.

CHESAPEAKE (CURRENT ALLOCATION, SUBJECT TO THE REALLOCATION DISCUSSED BELOW:
APPROXIMATELY 38%)-- 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. Prior to June 1, 1998, the assets of Spectrum Technical allocated to
Chesapeake were traded pursuant to its Diversified Program and its Financials
and Metals Program. Commencing June 1, 1998, all assets previously allocated to
the Diversified Program will be transferred and traded pursuant to Chesapeake's
Diversified 2XL Program (which has been traded since April 1994), and all assets
previously allocated to the Financial and Metals Program will be reallocated
among the Trading Advisors to Spectrum Technical (including Chesapeake) in the
discretion of the General Partner. Thus, commencing June 1, 1998, all assets of
Spectrum Technical allocated to Chesapeake will be traded solely pursuant to its
Diversified 2XL Program. In the Diversified 2XL 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 at twice the
leverage of the Diversified Program. Chesapeake may trade these futures
interests on any U.S. or foreign exchanges. As of February 28, 1998, Chesapeake
was managing approximately $80 million of customer funds in the Diversified 2XL
Program ("notional funds" excluded) and approximately $1.0 billion of client
assets in all of its programs ("notional funds" excluded).

JWH-REGISTERED TRADEMARK- (CURRENT ALLOCATION, SUBJECT TO THE REALLOCATION
DISCUSSED ABOVE: APPROXIMATELY 41%)--JWH-Registered Trademark- is a Florida
corporation that was originally formed in California in 1982, and is registered
as a CTA and CPO with the CFTC and is a member of the NFA in such capacities.
Assets of Spectrum Technical allocated to JWH are traded 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, the first program offered by JWH, offers access to a
spectrum of worldwide financial and nonfinancial futures markets using a
disciplined trend identification investment approach. The program has enjoyed an
improved risk/ reward profile since 1992, when the sector allocation was altered
and enhanced risk management procedures were implemented. The Original
Investment Program utilizes a long-term quantitative approach which always
maintains a position, either long or short, in every market traded by the
program. The Financial and Metals Portfolio participates in four major market
sectors--currencies, metals, interest rates and stock indexes--and attempts to
deliver attractive risk-adjusted returns in global financial and precious metals
markets. This program is designed to identify and capitalize on intermediate and
long-term price movements in these markets using a systematic approach to ensure
disciplined investment decisions. If a trend is identified, the program attempts
to take a position; in nontrending market environments, the program may remain
neutral or liquidate open positions. Because assets are concentrated in
financial futures and metals only, volatility can be higher than in a more
diversified program. As of February 28, 1998, JWH was managing approximately
$387 million of client assets pursuant to its Original Investment Program,
approximately $1.2 billion of client assets pursuant to its Financial and Metals
Portfolio, and approximately $2.3 billion in all of its programs.

38
<PAGE>
A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM TECHNICAL IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM TECHNICAL." READ "THE TRADING ADVISORS" CAREFULLY BEFORE YOU
DECIDE TO INVEST. SEE "RISK FACTORS--RISKS RELATING TO THE PARTNERSHIPS AND THE
OFFERING OF UNITS--PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE."

SPECTRUM GLOBAL BALANCED

Spectrum Global Balanced seeks as its investment objective to achieve
capital appreciation by allocating its assets to a Trading Advisor whose trading
approach utilizes both fundamental and technical analysis with an emphasis on
world equity, fixed income and currency markets.

The Trading Advisor for Spectrum Global Balanced is RXR, Inc. ("RXR").

RXR (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 has employed this same trading approach for Spectrum Global
Balanced since Spectrum Global Balanced began trading in November 1994. However,
prior to the first Monthly Closing following the date of this Prospectus, RXR
has limited the securities index futures and bond futures utilized in the
application of the trading approach to the S&P stock index futures and US
Treasury bond futures. Commencing June 1, 1998, RXR will begin to utilize non-US
stock indices and bond futures in applying its trading approach, thereby
providing a more global perspective to the Spectrum Global Balanced portfolio.
As of February 28, 1998, RXR was managing approximately $248 million of client
assets pursuant to its Balanced Portfolio Program and approximately $274 million
in all of its programs (notional funds excluded).

A FULL DESCRIPTION OF RXR, ITS PRINCIPALS AND TRADING PROGRAM IS INCLUDED IN
"THE TRADING ADVISORS-- SPECTRUM GLOBAL BALANCED." READ "THE TRADING
ADVISORS--SPECTRUM GLOBAL BALANCED" CAREFULLY BEFORE YOU DECIDE TO INVEST. SEE
"RISK FACTORS--RISKS RELATING TO THE PARTNERSHIPS AND THE OFFERING OF
UNITS--PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE."

SPECTRUM SELECT

Spectrum Select seeks as its investment objective to generate substantial
appreciation of its assets over time through speculative trading of a diverse
mix of futures interests, including currencies, financial futures, energies,
metals and agricultural commodities, by Trading Advisors employing a variety of
trading programs.

The Trading Advisors for Spectrum Select are EMC Capital Management, Inc.
("EMC"), Rabar Market Research, Inc. ("Rabar"), and Sunrise Capital Management,
Inc. ("Sunrise").

EMC (CURRENT ALLOCATION: APPROXIMATELY 28%)--EMC 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 Select allocated to EMC
are traded pursuant to The Classic Program (a form of which has been traded
since January 1985). The Classic Program utilizes a strategy that is developed
from an analysis of patterns of actual monthly, weekly, and daily price
movements and is not based on analysis of fundamental supply and demand factors,
general economic factors or anticipated world events. As of February 28, 1998,
EMC was managing approximately $104 million of client assets pursuant to its
Classic Program and approximately $106 million in all of its programs.

RABAR (CURRENT ALLOCATION: APPROXIMATELY 41%)--Rabar is an Illinois
corporation formed in 1986 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 Select
allocated to Rabar are traded pursuant to Rabar's internally developed trading
strategy (which has been traded since January 1985), which analyzes patterns of
monthly, weekly, and daily price movements, and of such indicators as volume and
open interest. As of February 28, 1998, Rabar was managing approximately $193
million of client assets pursuant to the trading program described above.

SUNRISE (CURRENT ALLOCATION: APPROXIMATELY 31%)--Sunrise is a California
corporation formed in 1983 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 Select
allocated to Sunrise are traded pursuant to its CIMCO portfolio (which has been
traded since October 1990), which is derived from Sunrise's diversified
portfolio and trades the major currencies as outrights against the U.S. dollar
and selectively against each other. Interest rate futures, both long and short
term (including U.S. and foreign bonds, notes and Eurodollars), precious and
industrial metals (including gold,

39
<PAGE>

silver and copper) and crude oil are also traded in this program. As of February
28, 1998, Sunrise was managing approximately $94 million of client assets
pursuant to its CIMCO portfolio and approximately $333 million of client assets
in all of its programs.

A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM SELECT IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM SELECT." READ "THE TRADING ADVISORS" CAREFULLY BEFORE YOU
DECIDE TO INVEST. SEE "RISK FACTORS--RISKS RELATING TO THE PARTNERSHIPS AND THE
OFFERING OF UNITS--PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE."

Each Partnership conducts its business separately and independent of the
other Partnerships.

ADDITIONAL PARTNERSHIPS

In the future, additional partnerships may be added to the Spectrum Series
and units of limited partnership interest of such partnerships may be offered
pursuant to an updated version of, or supplement to, this Prospectus. Such
partnerships will generally have different Trading Advisors and may have
substantially different trading approaches or fee structures. A Limited Partner
should carefully review such updated version of or 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 Advisors 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 Advisors
are as follows: [Note: Bracketed language is not applicable to Spectrum Global
Balanced; italicized language is applicable only to Spectrum Global Balanced;
and Trading Policy 8 is applicable only to Spectrum Select.]

1. The Trading Advisors 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 interest for any one
contract month or option if such additional positions would result in a net
long or short position for that futures interest requiring as margin or
premium more than 15% of the Partnership's Net Assets.] 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 indices)) at any one time.

2. [The Partnership will not acquire additional positions in any
futures interest if such additional positions would result in the aggregate
net long or short positions for all futures interests requiring as margin or
premium for all outstanding positions more than 66- 2/3% of the
Partnership's Net Assets. Under certain market conditions, such as an abrupt
increase in margins required by a commodity exchange or its clearinghouse or
an inability to liquidate open positions because of daily price fluctuation
limits, or both, the Partnership may be required to commit as margin amounts
in excess of the foregoing limit. In such event, the Trading Advisors 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.

4. The Trading Advisors will not generally take a position after the
first notice day in any futures interest during the delivery month of that
futures interest, except to match trades to close out a position on the
interbank foreign currency or other forward markets or liquidate trades in a
limit market. 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

40
<PAGE>
favorable price movement as margin specifically to buy or sell additional
positions in the same or a related futures interest. Taking into account the
Partnership's open trade equity (I.E., the profit or loss on an open futures
interest position) 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.

8. The Partnership will not purchase, sell, or trade securities (except
securities approved by the CFTC for investment of customer funds). The
Partnership may, however, trade in futures contracts on securities and
securities indexes, options on such futures contracts, and other commodity
options.

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 above are applicable to the four 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, Spectrum Global Balanced, and Spectrum Select.
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.

41
<PAGE>
THE SPECTRUM SERIES

THE INITIAL OFFERING

Spectrum Strategic, Spectrum Technical and Spectrum Global Balanced were
each formed as a limited partnership on April 29, 1994 and were each capitalized
through the contributions of $10 by the General Partner and $10 by an initial
limited partner. The initial limited partner of each of Spectrum Strategic,
Spectrum Technical and Spectrum Global Balanced ceased to be a limited partner
of such Partnership at its initial closing. Spectrum Strategic, Spectrum
Technical and Spectrum Global Balanced each commenced trading operations on
November 2, 1994.

Spectrum Select was formed as a limited partnership on March 21, 1991 and
was capitalized through the contributions of $1,000 by the General Partner and
$1,000 by an initial limited partner. The initial limited partner of Spectrum
Select ceased to be a limited partner of such Partnership at its initial
closing, which was held on July 31, 1991. On April 20, 1998, the Partnership was
renamed Spectrum Select to become part of the Spectrum Series and, in an effort
to value its Units in a manner consistent with the other Partnerships, each Unit
of Spectrum Select then outstanding was converted, effective with the April 30,
1998 Monthly Closing, to 100 Units of Spectrum Select.

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.

Spectrum Strategic, Spectrum Technical and Spectrum Global Balanced
collectively 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 their
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 its 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 its 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 its initial closing, Spectrum Global 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 Global 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. Units of Spectrum Select are being offered in the Continuing
Offering, commencing with the May 31, 1998 Monthly Closing. 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 an IRA), (ii) the proceeds from the redemption
of five units (two units in the case of an IRA) from commodity pools other than
MSTAF, (iii) the proceeds from the redemption of 500 units (200 units in the
case of an IRA) from MSTAF, or (iv) the proceeds from the redemption of such
subscriber's entire interest in such other commodity pool.

At the 40 Monthly Closings held through February 28, 1998, Spectrum
Strategic had sold an additional 6,345,768.286 Units and received proceeds of
$67,742,622.80; Spectrum Technical had sold an additional 13,735,283.802 Units
and received proceeds of $170,573,657.10; and Spectrum Global Balanced had sold
an additional 2,260,677.504 Units and received proceeds of $26,414,932.67. In
connection with such Monthly Closings, the General Partner contributed an
additional $527,000 to Spectrum Strategic, $1,478,000 to Spectrum Technical, and
$130,000 to Spectrum Global Balanced. See "Capitalization." At the close of
business on February 28, 1998, Spectrum Strategic had approximately 9,295
Limited Partners of record, Spectrum Technical had approximately 18,161 Limited
Partners of record, and Spectrum Global Balanced had

42
<PAGE>

approximately 3,800 Limited Partners of record. At the close of business on
February 28, 1998, Spectrum Strategic had 5,492,512.485 unsold Units, Spectrum
Technical had 3,480,912.481 unsold Units, and Spectrum Global Balanced had
5,499,806.177 unsold Units.

At the three offerings concluded in September 1991, October 1993, and March
1997, Spectrum Select sold an aggregate of 146,139.671 Units at an aggregate
offering price of $199,194,672.96. In connection with such offerings, the
General Partner contributed an aggregate of $1,720,000 to meet its General
Partner capital contribution requirement. See "Capitalization." At the close of
business on February 28, 1998, Spectrum Select had approximately 10,286 Limited
Partners of record.

The General Partner has registered an additional 5,000,000 Units of Spectrum
Technical, and an additional 1,500,000 Units of Spectrum Select. The General
Partner, in its discretion, may register and sell additional Units from time to
time.

During the Continuing Offering, Units 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 Advisors. 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 of 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.

PERFORMANCE RECORDS

Spectrum Strategic, Spectrum Technical and Spectrum Global Balanced began
trading on November 2, 1994. Spectrum Select began trading on August 1, 1991.
The performance summary of Spectrum Strategic, Spectrum Technical, Spectrum
Global Balanced and Spectrum Select from the commencement of trading through
February 28, 1998 is set forth in Tables I, II, III, and IV below, respectively
(the "Current Net Asset Value per Unit" figure for Spectrum Select has not been
adjusted to reflect the 100-for-one Unit conversion which will occur on the
first Monthly Closing following the date of this Prospectus). All performance
information has been calculated on an accrual basis in accordance with generally
accepted accounting principles.

-------------------

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 THE PARTNERSHIPS 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.

43
<PAGE>
TABLE I

PERFORMANCE OF SPECTRUM STRATEGIC

Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $75,132,697
Current Capitalization: $61,077,708
Current Net Asset Value per Unit: $10.90
Worst Monthly % Drawdown (Month/Year): (10.29)% (February 1996)
Worst Month-End Peak-to-Valley Drawdown: (18.62)% (8 months, April 1997-November
1997)
Cumulative Return Since Inception: 9.0%

<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
-----------------------------------------------------------------------------------
MONTH 1998 1997 1996 1995 1994
- ---------------------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
% % % % %
January 5.32 (0.66) 3.71 (3.50)
February (3.37) 10.09 (10.29) 1.45
March 6.77 (0.97) 7.86
April (6.90) 6.08 0.00
May 0.78 (3.05) (0.66)
June (1.63) (2.86) (6.38)
July 7.65 (4.91) (0.81)
August (4.93) 1.14 4.00
September (6.03) 5.11 (0.39)
October (6.24) 2.92 0.30
November (2.22) 3.49 2.76 0.10
December 5.62 (2.65) 6.24 0.00
Compound Annual/Period
Rate of Return 1.77 0.37 (3.53) 10.49 0.10
(2 months) (2 months)
</TABLE>

TABLE II

PERFORMANCE OF SPECTRUM TECHNICAL

Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $180,068,709
Current Capitalization: $185,858,003
Current Net Asset Value per Unit: $14.52
Worst Monthly % Drawdown (Month/Year): (6.39)% (February 1996)
Worst Month-End Peak-to-Valley Drawdown: (8.27)% (3 months, March 1997-May 1997)
Cumulative Return Since Inception: 45.20%

<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
--------------------------------------------------------------------
MONTH 1998 1997 1996 1995 1994
- ---------------------- ------------ ------------ ------------ ------------ ------------
% % % % %
<S> <C> <C> <C> <C> <C>
January (1.16) 3.67 4.78 (1.84)
February 0.41 1.13 (6.39) 5.10
March (1.82) 1.24 10.21
April (2.93) 4.82 3.60
May (3.75) (3.84) 0.69
June 0.69 3.21 (1.12)
July 9.33 (4.80) (2.44)
August (5.97) (0.35) (0.63)
September 1.85 5.50 (3.33)
October 0.36 9.92 (0.09)
November 1.01 8.34 0.93 (0.90)
December 4.57 (3.88) 6.09 (1.31)
Compound Annual/Period
Rate of Return (0.75) 7.49 18.35 17.59 (2.20)
(2 months) (2 months)
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

44
<PAGE>
TABLE III

PERFORMANCE OF SPECTRUM GLOBAL BALANCED

Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $29,041,139
Current Capitalization: $27,755,517
Current Net Asset Value per Unit: $14.27
Worst Monthly % Drawdown (Month/Year): (7.92)% (February 1996)
Worst Month-End Peak-to-Valley Drawdown: (10.64)% (4 months, February 1996-May
1996)
Cumulative Return Since Inception: 42.70%

<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
------------------------------------------------------------------------------
MONTH 1998 1997 1996 1995 1994
- ---------------------------------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
% % % % %
January 2.25 3.35 0.41 1.32
February 1.49 3.16 (7.92) 4.62
March (2.50) (1.08) 2.88
April (1.65) 1.27 2.15
May 1.68 (3.13) 4.38
June 3.64 0.46 0.79
July 11.89 0.83 (1.39)
August (5.92) (0.82) (1.41)
September 3.26 2.30 1.61
October (1.69) 3.77 0.26
November (0.37) 4.76 2.72 (0.50)
December 3.07 (3.88) 2.99 (1.21)
Compound Annual/Period
Rate of Return 3.78 18.23 (3.65) 22.79 (1.70)
(2 months) (2 months)
</TABLE>

TABLE IV

PERFORMANCE OF SPECTRUM SELECT

Type of Pool: Publicly-Offered Pool

Inception of Trading: August 1991

Aggregate Subscriptions: $200,874,673

Current Capitalization: $169,362,522

Current Net Asset Value Per Unit: $2,148.09

Worst Monthly % Drawdown (Month/Year): (13.72)% (January 1992)

Worst Month-End Peak-to-Valley: (26.78)% (15, months, June 1995-August 1996)

Cumulative Return Since Inception: 114.81%

<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONTH 1998 1997 1996 1995 1994 1993 1992 1991
- -------------------------------- ------------- --------- --------- --------- --------- --------- --------- -------------

<CAPTION>
% % % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 0.87 3.93 (0.38) (8.13) (11.67) 0.31 (13.72)
February 2.16 4.75 (12.11) 9.61 (6.79) 14.84 (6.09)
March 0.31 (0.22) 20.58 12.57 (0.59) (3.91)
April (5.46) 4.07 9.06 (0.95) 10.35 (1.86)
May (1.18) (3.65) 11.08 6.84 1.95 (1.42)
June 0.16 1.37 (1.70) 10.30 0.21 7.19
July 9.74 (1.44) (10.61) (4.91) 13.90 10.72
August (6.22) (0.46) (4.81) (6.95) (0.95) 6.69 (6.20)
September 0.93 3.34 (7.76) 1.25 (4.13) (5.24) 6.32
October (3.77) 13.30 (3.35) (4.78) (4.97) (3.17) (2.28)
November 0.62 6.76 1.37 5.68 (1.30) 1.39 (2.93)
December 3.35 (3.36) 11.19 (2.72) 8.14 (3.58) 38.67
Compound Annual/Period
Rate of Return 3.05 6.22 5.27 23.63 (5.13) 41.63 (14.45) 31.18
(2 months) (5 months)
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

45
<PAGE>
FOOTNOTES TO TABLES I, II, III, AND IV.

"DRAWDOWN" MEANS DECLINE IN NET ASSET VALUE PER UNIT. "WORST MONTH-END
PEAK-TO-VALLEY DRAWDOWN" 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 THE PERCENTAGE CHANGE IN NET ASSET VALUE PER
UNIT FROM ONE MONTH TO ANOTHER.

"COMPOUND 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.

46
<PAGE>
SELECTED FINANCIAL DATA

The following is the results of operations of: (a) Spectrum Strategic,
Spectrum Technical, and Spectrum Global Balanced for the years ended December
31, 1997, 1996 and 1995, and for the period from November 2, 1994 (commencement
of operations) to December 31, 1994; and (b) Spectrum Select for the years ended
December 31, 1997, 1996, 1995, 1994 and 1993. Per Unit results for Spectrum
Select have not been adjusted to reflect the 100-for-one Unit conversion which
will occur on the first Monthly Closing following the date of this Prospectus.
For the complete financial statements for all the Partnerships, see page F-1 of
this Prospectus. For performance information with respect to each Partnership,
see "The Spectrum Series-- Performance Records."

<TABLE>
<CAPTION>
SPECTRUM STRATEGIC
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEARS ENDED DECEMBER 31, (COMMENCEMENT OF
------------------------------------- OPERATIONS) TO
1997 1996 1995 DECEMBER 31, 1994
----------- ----------- ----------- -------------------
$ $ $ $
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,297,824 4,980,402 3,408,036 (221,731)
Net change in unrealized 2,387,258 (1,679,048) 1,451,792 367,611
----------- ----------- ----------- -------------------
Total Trading Results 3,685,082 3,301,354 4,859,828 145,880
Interest income (DWR) 2,304,248 1,604,026 887,226 55,127
----------- ----------- ----------- -------------------
Total Revenues 5,989,330 4,905,380 5,747,054 201,007
----------- ----------- ----------- -------------------
EXPENSES
Brokerage fees (DWR) 4,414,327 3,398,205 1,802,579 121,039
Management fees 2,212,788 1,587,213 824,036 55,333
Incentive fees 427,094 726,825 437,310 18,841
----------- ----------- ----------- -------------------
Total Expenses 7,054,209 5,712,243 3,063,925 195,213
----------- ----------- ----------- -------------------
NET INCOME (LOSS) (1,064,879) (806,863) 2,683,129 5,794
----------- ----------- ----------- -------------------
----------- ----------- ----------- -------------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners (1,054,657) (799,980) 2,659,882 5,704
General Partner (10,222) (6,883) 23,247 90

NET INCOME (LOSS) PER UNIT:
Limited Partners 0.04 (.39) 1.05 .01
General Partner 0.04 (.39) 1.05 .01

TOTAL ASSETS AT END OF PERIOD 61,010,043 47,089,676 33,049,282 12,042,772
TOTAL NET ASSETS AT END OF PERIOD 59,095,581 45,118,877 32,462,932 11,918,929
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 10.71 10.67 11.06 10.01
General Partner 10.71 10.67 11.06 10.01
</TABLE>

<TABLE>
<CAPTION>
SPECTRUM TECHNICAL
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEARS ENDED DECEMBER 31, (COMMENCEMENT OF
--------------------------------------- OPERATIONS) TO
1997 1996 1995 DECEMBER 31, 1994
------------ ------------ ----------- -------------------
$ $ $ $
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 13,777,460 26,334,748 4,446,595 (786,137)
Net change in unrealized 9,762,823 (1,552,659) 3,362,093 724,455
------------ ------------ ----------- -------------------
Total Trading Results 23,540,283 24,782,089 7,808,688 (61,682)
Interest income (DWR) 5,987,304 3,242,977 1,430,845 67,617
------------ ------------ ----------- -------------------
Total Revenues 29,527,587 28,025,066 9,239,533 5,935
------------ ------------ ----------- -------------------
EXPENSES
Brokerage fees (DWR) 11,617,770 6,997,531 3,003,934 149,907
Management fees 5,832,758 3,273,649 1,373,227 68,529
Incentive fees 369,975 1,852,569 600,504 19,678
------------ ------------ ----------- -------------------
Total Expenses 17,820,503 12,123,749 4,977,665 238,114
------------ ------------ ----------- -------------------
NET INCOME (LOSS) 11,707,084 15,901,317 4,261,868 (232,179)
------------ ------------ ----------- -------------------
------------ ------------ ----------- -------------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners 11,589,197 15,737,852 4,226,249 (229,460)
General Partner 117,887 163,465 35,619 (2,719)

NET INCOME (LOSS) PER UNIT:
Limited Partners 1.02 2.11 1.72 (.22)
General Partner 1.02 2.11 1.72 (.22)

TOTAL ASSETS AT THE END OF PERIOD 184,769,817 114,822,056 60,075,842 15,084,678
TOTAL NET ASSETS AT END OF PERIOD 181,950,507 112,985,629 59,326,379 14,931,054
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 14.63 13.61 11.50 9.78
General Partner 14.63 13.61 11.50 9.78
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
SPECTRUM GLOBAL BALANCED
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE PERIOD FROM
NOVEMBER 2, 1994
FOR THE YEARS ENDED DECEMBER 31, (COMMENCEMENT OF
------------------------------------- OPERATIONS) TO
1997 1996 1995 DECEMBER 31, 1994
----------- ----------- ----------- -------------------
$ $ $ $
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 3,683,460 177,564 1,508,581 (61,916)
Net change in unrealized 464,966 (175,835) 373,624 18,804
----------- ----------- ----------- ----------
Total Trading Results 4,148,426 1,729 1,882,205 (43,112)
Interest income (DWR) 1,145,033 891,897 447,608 25,896
----------- ----------- ----------- ----------
Total Revenues 5,293,459 893,626 2,329,813 (17,216)
----------- ----------- ----------- ----------
EXPENSES
Brokerage fees (DWR) 1,124,531 1,030,310 503,995 29,040
Incentive fees 300,250 -- 161,155 --
Management fee 269,162 221,282 104,999 6,050
----------- ----------- ----------- ----------
Total Expenses 1,693,943 1,251,592 770,149 35,090
----------- ----------- ----------- ----------
NET INCOME (LOSS) 3,599,516 (357,966) 1,559,664 (52,306)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
NET INCOME (LOSS) ALLOCATION:
Limited Partners 3,561,537 (354,537) 1,536,421 (50,640)
General Partner 37,979 (3,429) 23,243 (1,666)

NET INCOME (LOSS) PER UNIT:
Limited Partners 2.12 (.44) 2.24 (.17)
General Partner 2.12 .44 2.24 (.17)

TOTAL ASSETS AT END OF PERIOD 25,923,024 19,620,770 14,923,682 3,817,871
TOTAL NET ASSETS AT END OF PERIOD 25,683,236 18,706,255 14,754,500 3,797,845
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 13.75 11.63 12.07 9.83
General Partner 13.75 11.63 12.07 9.83
</TABLE>

<TABLE>
<CAPTION>
SPECTRUM SELECT
- -------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------

<CAPTION>
1997 1996 1995 1994
------------ ------------ ------------ ------------
$ $ $ $
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 15,940,851 26,876,393 65,987,157 19,134,352
Net change in unrealized 3,149,167 (10,950,217) (4,657,344) (7,758,820)
------------ ------------ ------------ ------------
Total Trading Results 19,090,018 15,926,176 61,329,813 11,375,532
Interest income (DWR) 7,405,511 6,120,347 7,969,749 6,044,870
------------ ------------ ------------ ------------
Total Revenues 26,495,529 22,046,523 69,299,562 17,420,402
------------ ------------ ------------ ------------
EXPENSES
Brokerage commissions (DWR) 9,777,851 10,641,478 14,173,695 15,551,182
Management fees 5,239,533 4,583,197 5,626,908 5,452,353
Transaction fees and costs 1,370,439 1,104,011 1,589,795 1,652,264
Administrative expenses 114,000 128,000 148,000 126,000
Incentive fees 49,989 175,796 8,707,049 4,441,510
------------ ------------ ------------ ------------
Total Expenses 16,551,812 16,632,482 30,245,447 27,223,309
------------ ------------ ------------ ------------
NET INCOME (LOSS) 9,943,717 5,414,041 39,054,115 (9,802,907)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners 9,781,168 5,283,411 38,580,172 (9,695,068)
General Partner 162,549 130,630 473,943 (107,839)

NET INCOME (LOSS) PER UNIT:
Limited Partners 122.14 98.17 356.14 (81.46)
General Partner 122.14 98.17 356.14 (81.46)

TOTAL ASSETS AT END OF PERIOD 169,541,807 167,588,012 179,342,999 171,613,080
TOTAL NET ASSETS AT END OF PERIOD 166,773,321 163,786,285 176,446,260 168,189,328
NET ASSET VALUE PER UNIT
Limited Partners 2,084.52 1,962.38 1,864.21 1,508.07
General Partner 2,084.52 1,962.38 1,864.21 1,508.07

<CAPTION>
SPECTRUM SEL
- -----------------------------------------------------------------
<S> <C>

1993
------------
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized 12,348,813
Net change in unrealized 28,172,416
------------
Total Trading Results 40,521,229
Interest income (DWR) 2,410,096
------------
Total Revenues 42,931,325
------------
EXPENSES
Brokerage commissions (DWR) 8,893,981
Management fees 3,165,432
Transaction fees and costs 918,652
Administrative expenses 141,000
Incentive fees 3,420,048
------------
Total Expenses 16,539,113
------------
NET INCOME (LOSS) 26,392,212
------------
------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners 26,080,515
General Partner 311,697
NET INCOME (LOSS) PER UNIT:
Limited Partners 467.14
General Partner 467.14
TOTAL ASSETS AT END OF PERIOD 202,681,945
TOTAL NET ASSETS AT END OF PERIOD 199,215,616
NET ASSET VALUE PER UNIT
Limited Partners 1,589.53
General Partner 1,589.53
</TABLE>

48
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

1. DEAN WITTER SPECTRUM STRATEGIC L.P.

LIQUIDITY

Assets of the Partnership are deposited with DWR and CFI in separate futures
interests trading accounts established for each Trading Advisor and are used by
the Partnership as margin to engage in trading. Such assets are held 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." The Partnership's assets held by DWR and CFI may be used as
margin solely for the Partnership's trading. Since the Partnership's sole
purpose is to trade in futures interests, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership's investment in futures interests may, from time to time, be
illiquid. See "Risk Factors-- Risks Relating to Futures Interests and the
Futures Interests Markets--Futures Interests Trading May be Illiquid." Most
United States futures exchanges limit fluctuations in certain futures interest
prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Pursuant to such regulations, during a
single trading day no trades may be executed at prices beyond the daily limit.
If the price for a particular futures interest has increased or decreased by an
amount equal to the daily limit, positions in such 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 the Partnership from promptly liquidating its futures interests and
result in restrictions on redemptions. However, since commencement of trading by
the Partnership, there has never been a time when illiquidity has affected a
material portion of its assets. See "Redemptions" and "Risk Factors."

There is no limitation on daily price moves in trading forward contracts on
foreign currency. The markets for some world currencies have low trading volume
and are illiquid, which may prevent the Partnership from trading in potentially
profitable markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets and subjecting it to substantial losses.
Either of these market conditions could result in restrictions on redemptions.

CAPITAL RESOURCES

No Partnership has, nor does any expect to have, any capital assets.
Redemptions, Exchanges and sales of additional Units in the future will affect
the amount of funds available for investments in futures interests in subsequent
periods. 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

GENERAL. Due to the nature of the Partnership's business, its results depend
on its Trading Advisors and the ability of each Trading Advisor's trading
programs to take advantage of price movements or other profit opportunities in
the futures interests markets. The following presents a summary of the
Partnership's operations for the years 1995, 1996, and 1997, and a general
discussion of its trading activities in certain markets during each period. It
is important to note, however, that the Trading Advisors trade in various
markets at different times and that prior activity in a particular market does
not mean that such market will be actively traded by the Trading Advisors or
will be profitable in the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of its Trading
Advisors' trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past. See "The Spectrum Series-- Performance
Records" and "Selected Financial Data" above and the Partnership's financial
statements herein.

1995 RESULTS. 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.

49
<PAGE>
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 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
year 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.

1996 RESULTS. In 1996, Spectrum Strategic recorded gains during January as
the value of the U.S. dollar increased relative to most world currencies
resulting in profits from short German mark and Japanese yen positions.
Additional gains were recorded from trading gold, silver and crude oil futures.
Spectrum Strategic recorded significant losses in February due primarily to a
sharp reversal in European and U.S. interest rate futures prices. Additional
losses were recorded in currencies as the downward move in the Japanese yen and
most European currencies during January abruptly reversed in February. Small
losses in March were recorded from trading Japanese and European bond futures,
as well as from U.S. and German stock index futures. Additional losses were
recorded in soft commodities and currencies. Gains experienced in agriculturals
and energies offset a portion of overall losses during March.

In April, trading gains were recorded from trading corn, wheat and soybean
futures. Additional gains were recorded in currencies from short positions in
the German mark and Swiss franc as the value of these currencies moved lower
relative to the U.S. dollar and other world currencies. During May, losses were
recorded in energies as oil and gas prices moved lower after a previous move
upward. Smaller losses were recorded from trading in global bond futures. Losses
in June were recorded in agriculturals from trading wheat and soybean futures.
Additional losses were recorded in metals, energies and U.S. financial futures.
Gains in currencies and soft commodities helped mitigate overall losses during
June.

In July, Spectrum Strategic recorded losses from trading corn, wheat and
soybean futures as prices in these markets moved lower. Additional losses were
recorded in currencies from short Japanese yen positions as its value moved
sharply higher versus the U.S. dollar. Smaller losses were recorded in soft
commodities and metals. Gains recorded in financial futures offset a portion of
overall losses during the month. Modest gains were recorded during August
primarily due to long positions in soybean products as prices increased.
Additional gains were recorded from long Japanese bond futures and in currencies
from transactions involving the Japanese yen and Australian dollar. During
September, gains were recorded in financial futures from long European and
Japanese bond futures positions as prices moved steadily higher. Additional
gains were recorded from long S&P Index futures positions as prices moved
sharply higher. Smaller gains were recorded in the currency and energy markets.

50
<PAGE>
Gains in October were recorded from a continued upward move in Japanese and
European bond futures. Additional gains were recorded from long S&P 500 Index
futures positions as prices moved higher early in the month. Gains were also
recorded in currencies from long British pound and Canadian dollar positions. In
November, Spectrum Strategic recorded gains from long positions in global stock
index and bond futures as prices in these markets moved higher. Profits were
also recorded in metals from long copper positions and short gold positions.
During December, losses were recorded from long global interest rate futures
positions as prices reversed sharply lower. Additional losses were recorded in
agricultural commodities, metals, and energies. Spectrum Strategic recorded
losses as the gains experienced in currencies and global bond futures during
September, October and November were offset by losses experienced in these same
sectors during February and from short-term volatility in the energy and
domestic commodities markets during the second half of the year.

For the year ended December 31, 1996, Spectrum Strategic's total trading
revenues, including interest income, were $4,905,380. Total expenses for the
year were $5,712,243, resulting in a net loss of $806,863. The value of an
individual Unit in Spectrum Strategic decreased from $11.06 at December 31, 1995
to $10.67 at December 31, 1996.

1997 RESULTS. In 1997, Spectrum Strategic posted losses during January
primarily from choppy price movement in global interest rate futures. Smaller
losses were experienced from short positions in S&P 500 Index futures as
domestic stock prices moved higher during the month. Significant profits were
recorded from short energy futures positions as oil and gas prices moved lower
when demand declined due to unseasonably warm weather in key market areas.
Additional gains were recorded from long positions in silver and copper futures.
During March, Spectrum Strategic profited from short U.S. interest rate futures
positions as domestic bond prices sold off due in large part to an increase in
the Fed Funds rate late in the month. Additional gains were recorded from short
S&P 500 Index futures positions as U.S. equity prices also moved lower during
late March.

In April, losses were recorded due primarily to choppy price movement in
European interest rate futures. A portion of the previous months' profits were
given back as short positions in U.S. interest rate futures experienced losses
due to a rally in U.S. bond prices late in the month after showing signs of
weakening in late March and early April. Small profits were recorded during May
as long positions in copper and zinc futures profited from an increase in base
metals prices. In currency trading, gains from transactions involving the
Japanese yen more than offset losses from transactions involving the British
pound. Losses were recorded during June from long positions in soybean and
soybean products as prices in these markets moved lower. Smaller losses were
experienced from short-term volatile price movement in Japanese government bond
futures.

In July, gains were recorded from short positions in most major foreign
currencies as the value of the U.S. dollar strengthened relative to these
currencies. Additional gains were recorded from long positions in global
interest rate and stock index futures as prices in these markets moved higher.
Losses were experienced from long positions in U.S. and European stock index and
bond futures as prices in these markets moved lower. Smaller losses were
recorded from long positions in aluminum and copper futures as base metals
prices declined. During September, losses were recorded from short positions in
S&P 500 Index futures as the U.S. stock market regained its previous bullish
momentum. Smaller losses were recorded from long positions in soft commodities
as prices moved lower during the month.

Losses were recorded during October from long positions in base and precious
metals futures as prices in these markets declined. Smaller losses were recorded
from short-term volatility in the value of the Japanese yen and Swiss franc
relative to the U.S. dollar. These losses were partially offset by gains from
long positions in corn and soybean meal futures as prices increased. During
November, Spectrum Strategic experienced losses from short positions in U.S.,
Hong Kong and German stock index futures as most global equity prices rebounded
higher after moving sharply lower in late October and early November. Smaller
losses were experienced from long cocoa futures positions as prices moved lower.
These losses were partially offset by gains recorded from short Japanese yen
positions as the value of the yen weakened versus the U.S. dollar due to the
economic turmoil in Asia. In December, profits were recorded from short Japanese
yen positions as the value of the yen continued to decline versus the U.S.
dollar amid concerns over the instability of the Japanese economy. Additional
gains were recorded from long silver futures positions as prices rallied on
reports of declining inventories. Smaller gains were recorded from long European
bond futures positions as prices in these markets moved higher.

51
<PAGE>
For the year ended December 31, 1997, Spectrum Strategic's total trading
revenues, including interest income, were $5,989,330. Total expenses for the
year were $7,054,209, resulting in a net loss of $1,064,879. The value of an
individual Unit in Spectrum Strategic increased from $10.67 at December 31, 1996
to $10.71 at December 31, 1997.

From inception of trading in November 1994 through February 1998, the Net
Asset Value per Unit of Spectrum Strategic has increased by 9.0% (a compound
annualized return of 2.6%).

To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statement of
Operations and Statement of Financial Condition.

INTEREST INCOME AND EXPENSES

Interest income to the Partnership is derived from 80% of its assets earning
interest at a prevailing rate paid on U.S. Treasury Bills. The size of the
assets and the fluctuation of interest rates affect the resulting interest
income annual totals. Interest income was greater in 1997 than 1996 due to an
increasing size of the Partnership's asset base due to subscriptions far
outweighing redemptions.

In regard to expenses of the Partnership, brokerage fees were charged at an
annual rate of 8.25% of Net Assets through July 31, 1997. Effective August 1,
1997, brokerage fees were reduced to an annual rate of 7.65% of Net Assets.
Brokerage fees increased from 1996 to 1997 because of the increasing asset size
of the Partnership.

Management fees to the Partnership were charged at an annual rate of 4% of
Net Assets. These fees were greater in 1997 than in 1996 because of the
increasing asset size of the Partnership.

Incentive fees have been charged on a monthly basis at 15% of each Trading
Advisor's net profits. Incentive fees were less in 1997 than in 1996 as a result
of the Trading Advisors' reduced profitability from the previous year.

See "Selected Financial Data" and "Independent Auditors' Report and
Financial Statements of Dean Witter Spectrum Series" herein.

FINANCIAL INSTRUMENTS

GENERAL. The Partnership is a party to financial instruments with elements
of off-balance sheet market and credit risk. The Partnership may 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 the Partnership (market risk) that such contracts may be
significantly influenced by market conditions, such as interest rate volatility,
resulting in such contracts being less valuable. If the markets should move
against all of the futures interests positions held by the Partnership at the
same time, and if the Trading Advisors 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
Advisors' internal controls, each Trading Advisor must be in compliance with the
Trading Policies of the Partnership. Such Trading Policies include standards for
liquidity and leverage with which the Partnership must comply. The Trading
Advisors and the General Partner monitor the Partnership's trading activities to
ensure compliance with the Trading Policies. See "Investment Programs, Use of
Proceeds and Trading Policies-- Trading Policies." The General Partner may
(under the terms of each Management Agreement) require a Trading Advisor to
modify positions of the Partnership if the General Partner believes they violate
the Partnership's Trading Policies.

In addition to market risk, in entering into futures, options and forward
contracts there is a credit risk to the Partnership that the counterparty on a
contract will not be able to meet its obligations to the Partnership. The
ultimate counterparty of the Partnership for futures contracts traded in the
United States and most foreign exchanges on which the Partnership trades is the
clearinghouse associated with such exchange. In general, a clearinghouse is
backed by the membership of the exchange and will act in the event of
non-performance by one of its members or one of its member's customers, and, as
such, should significantly reduce this credit risk. For example, a clearinghouse
may cover a default by (i) drawing upon a defaulting member's mandatory
contributions and/or non-defaulting members' contributions to a clearinghouse
guarantee fund, established lines or letters of credit with banks, and/or the
clearinghouse's surplus capital and other available assets of the exchange and
clearinghouse, or (ii) assessing its members. In cases where the Partnership
trades on a foreign exchange where the clearinghouse is not funded or guaranteed
by the membership or where the exchange is a

52
<PAGE>

"principals' market" in which performance is the responsibility of the exchange
member and not the exchange or a clearinghouse, or when the Partnership enters
into off-exchange contracts with a counterparty, the sole recourse of the
Partnership will be the clearinghouse, the exchange member or the off-exchange
contract counterparty, as the case may be. For a list of the foreign exchanges
on which the Partnership trades, see "Investment Programs, Use of Proceeds and
Trading Policies" on page 35. For an additional discussion of the credit risks
relating to trading on foreign exchanges, see "Risk Factors--Risks Relating to
Futures Interests Trading and the Futures Interest Markets--Special Risks
Associated with Trading on Foreign Exchanges" on page 17.

There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to the Partnership, and the Partnership is not
indemnified against a default by such parties from the General Partner or MSDW
or DWR. Further, the law is unclear as to whether a commodity broker has any
obligation to protect its customers from loss in the event of an exchange,
clearinghouse or other exchange member default on trades effected for the
broker's customers; any such obligation on the part of the broker appears even
less clear where the default occurs in a non-US jurisdiction.

The General Partner deals with these credit risks of the Partnership in
several ways. First, it monitors the Partnership's credit exposure to each
exchange on a daily basis, calculating not only the amount of margin required
for it but also the amount of its unrealized gains at each exchange, if any. The
Commodity Brokers inform the Partnership, as with all their customers, of its
net margin requirements for all its existing open positions, but do not break
that net figure down, exchange by exchange. The General Partner, however, has
installed a system which permits it to monitor the Partnership's potential
margin liability, exchange by exchange. The General Partner is then able to
monitor the Partnership's potential net credit exposure to each exchange by
adding the unrealized trading gains on that exchange, if any, to the
Partnership's margin liability thereon.

Second, as discussed earlier, the Partnership's trading policies limit the
amount of Partnership Net Assets that can be committed at any given time to
futures contracts and require, in addition, a certain minimum amount of
diversification in the Partnership's trading, usually over several different
products. One of the aims of such trading policies has been to reduce the credit
exposure of the Partnership to a single exchange and, historically, the
Partnership's exposure has typically amounted to only a small percentage of its
total Net Assets. On those relatively few occasions where the Partnership's
credit exposure may climb above that level, the General Partner deals with the
situation on a case by case basis, carefully weighing whether the increased
level of credit exposure remains appropriate.

Third, the General Partner has secured, with respect to CFI acting as the
clearing broker for the Partnership, a guarantee by Credit Agricole Indosuez,
CFI's parent, of the payment of the "net liquidating value" of the transactions
(futures, options and forward contracts) in the Partnership's account. As of
December 31, 1997, Credit Agricole Indosuez' total capital was over $3.25
billion, and it is currently rated AA2 by Moody's.

With respect to forward contract trading, the Partnership trades with only
those counterparties which the General Partner, together with DWR, have
determined to be creditworthy. At the date of the Prospectus, the Partnership
deals only with CFI as their counterparty on forward contracts. The guarantee by
CFI's parent, discussed above, covers these forward contracts.

1997 DATA. At December 31, 1997, open futures, options and forward contracts
were:

<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL AMOUNT
-----------------
<S> <C>
$
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase........................................................... 87,114,000
Commitments to Sell............................................................... 69,871,000
Commodity Futures:
Commitments to Purchase........................................................... 32,034,000
Commitments to Sell............................................................... 24,672,000
Foreign Futures:
Commitments to Purchase........................................................... 119,070,000
Commitments to Sell............................................................... 5,387,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase............................................................. 748,000
Commitments to Sell................................................................. 748,000
</TABLE>

53
<PAGE>
A portion of the amounts indicated as off-balance sheet risk in forward
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 net 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, 1997, $2,527,613.

Of the $2,527,613 net unrealized gain on open contracts at December 31,
1997, all of such amount was related to exchange-traded futures contracts.

The contract amounts in the above table represent the Partnership's extent
of involvement in the particular class of financial instrument, but not the
credit risk associated with counterparty nonperformance. The credit risk
associated with these instruments is limited to the amounts reflected in the
Partnership's Statements of Financial Condition.

Exchange-traded futures contracts held by the Partnership at December 31,
1997 mature through December 1998. Off-exchange-traded forward currency
contracts held by the Partnership at December 31, 1997 mature through January
1998.

The Partnership also has credit risk because DWR and CFI act as the futures
commission merchants or the counterparty with respect to most of the
Partnership's assets. Exchange-traded futures and futures styled options
contracts are marked to market on a daily basis, with variations in value
settled on a daily basis. Each of DWR and CFI, as a futures commission merchant
for the Partnership's exchange-traded futures and futures styled options
contracts, is required, pursuant to CFTC regulations, to segregate from their
own assets, and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures and futures styled options
contracts, including an amount equal to the net unrealized gain on all open
futures and futures styled options contracts, which funds, in the aggregate,
totalled, at December 31, 1997, $59,631,616 in the case of Spectrum Strategic.
With respect to the Partnership's off-exchange-traded forward currency
contracts, there are no daily settlements of variations in value nor is there
any requirement that an amount equal to the net unrealized gain on open forward
contracts be segregated. With respect to those off-exchange-traded forward
currency contracts, the Partnership is at risk to the ability of CFI, the sole
counterparty on all such contracts, to perform. CFI's parent, Credit Agricole
Indosuez, has guaranteed to the Partnership payment of the net liquidating value
of the transactions in the Partnership's account with CFI (including forward
currency contracts).

For the year ended December 31, 1997, the average fair value of financial
instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
ASSETS LIABILITIES
-------------- --------------
<S> <C> <C>
$ $
EXCHANGE-TRADED CONTRACTS:
Financial Futures....................................................... 30,123,000 70,617,000
Options on Financial Futures............................................ 18,562,000 1,261,000
Commodity Futures....................................................... 80,636,000 24,285,000
Options on Commodity Futures............................................ 27,328,000 28,813,000
Foreign Futures......................................................... 83,507,000 29,983,000
Options on Foreign Futures.............................................. 4,320,000 479,000

OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS.......................... 507,000 922,000
</TABLE>

Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.

54
<PAGE>

2. DEAN WITTER SPECTRUM TECHNICAL L.P.

LIQUIDITY

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Liquidity"
on page 49, which discussion is equally applicable to Spectrum Technical.

CAPITAL RESOURCES

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Capital
Resources." on page 49, which discussion is equally applicable to Spectrum
Technical.

RESULTS OF OPERATIONS

GENERAL. Due to the nature of the Partnership's business, its results
depend on its Trading Advisors and the ability of each Trading Advisor's trading
programs to take advantage of price movements or other profit opportunities in
the futures interests markets. The following presents a summary of the
Partnership's operations for the years 1995, 1996, and 1997, and a general
discussion of its trading activities in certain markets during each period. It
is important to note, however, that the Trading Advisors trade in various
markets at different times and that prior activity in a particular market does
not mean that such market will be actively traded by the Trading Advisors or
will be profitable in the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of its Trading
Advisors' trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past. See "The Spectrum Series-- Performance
Records" and "Selected Financial Data" above and the Partnership's financial
statements herein.

1995 RESULTS. 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 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 Spectrum Technical
to record profits from long gas and oil futures positions. Additional gains were
recorded from trading other additional commodities and financial futures.

55
<PAGE>
For the year ended December 31, 1995, Spectrum Technical's total trading
revenues, including interest income, were $9,239,533. Total expenses for the
year 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.

1996 RESULTS. In 1996, Spectrum Technical recorded gains during January as
the value of the U.S. dollar moved higher relative to most world currencies
resulting in profits from short Japanese yen, Swiss franc and German mark
positions. Additional gains were recorded from long European interest rate,
Eurodollar and global stock index futures positions as prices increased. Losses
were recorded during February due to dramatic reversals in several key market
complexes. The most significant losses were recorded in the currency markets as
the previous downward move in the value of the Japanese yen and most European
currencies abruptly reversed. Additional losses were recorded from previously
established long positions in global interest rate futures and stock index
futures. Gains in March were recorded in energies from long crude oil positions
as prices trended higher. Additional gains were recorded from a declining value
in the Japanese yen and an increasing value of the Australian dollar. A portion
of these gains was offset by losses recorded in the metals, financial futures
and agricultural markets.

In April, gains were recorded in currencies from short positions in the
German mark and Swiss franc as the value of these currencies trended lower
versus the U.S. dollar and other world currencies. Additional gains were
recorded in the agricultural and energy markets. Losses were recorded during May
as a result of sharp trend reversals and trendless price movement in a majority
of the markets traded. The most significant of these losses were recorded in
Japanese bond and Nikkei Index futures. Additional losses were experienced from
long copper futures positions as prices moved sharply lower during mid-month.
Spectrum Technical recorded gains during June due primarily to short positions
in copper futures as prices continued to move lower on news of significant
losses incurred in copper by Sumitomo Corporation. Additional gains in metals
were recorded from short gold, silver and aluminum futures positions. Smaller
gains were recorded in the energy and currency markets.

In July, Spectrum Technical recorded losses in currencies from short
positions in the Japanese yen as its value moved sharply higher versus the U.S.
dollar. Additional losses were recorded from global stock index and U.S.
interest rate futures as prices moved in a short-term volatile pattern. Smaller
losses were recorded in the agricultural and energy markets. Small losses were
recorded during August primarily due to trend reversals and choppy price
movement in the currency markets. The most significant losses were recorded from
short positions in the Australian dollar as its value reversed higher relative
to the U.S. dollar and other world currencies. A majority of these losses was
offset by gains recorded in financial futures and energies. During September,
gains were recorded due primarily to a strong upward trend in oil prices.
Additional gains were recorded in financial futures from long European and
Japanese bond futures positions as prices moved steadily higher.

Strong gains in October were recorded as long positions in global interest
rate futures profited from a continued upward trend. In currencies, long British
pound positions profited as its value increased dramatically relative to the
U.S. dollar, and from short Japanese yen positions as its value decreased. In
November, significant gains were recorded as global interest rate futures prices
continued to trend higher. Additional gains were recorded in currency trading
from long British pound positions. Smaller profits were recorded in metals from
long copper and short gold futures positions. Losses were recorded in December
from long global interest rate futures positions as prices reversed sharply
lower, thus giving back a portion of previous months' profits. Additional losses
were recorded in currencies from long Australian dollar positions as its value
decreased sharply relative to the U.S. dollar early in the month.

For the year ended December 31, 1996, Spectrum Technical's total trading
revenues, including interest income, were $28,025,066. Total expenses for the
year were $12,123,749, resulting in a net gain of $15,901,317. The value of an
individual Unit in Spectrum Strategic increased from $11.50 at December 31, 1995
to $13.61 at December 31, 1996.

1997 RESULTS. In 1997, gains were recorded during January from short
positions in the German mark, Swiss franc and Japanese yen as the value of the
U.S. dollar strengthened relative to these currencies. Additional gains were
recorded from short gold futures positions as gold prices declined to their
lowest levels since 1993. A continued strengthening in the value of the U.S.
dollar versus most major European currencies during February resulted in
additional currency gains for Spectrum Technical's short German mark and Swiss

56
<PAGE>
franc positions. Long positions in coffee futures profited from an upward price
trend as concerns about declining supplies grew stronger. During March, losses
were recorded from short positions in the German mark and Swiss franc as the
previous downward trend in the value of these currencies relative to the U.S.
dollar reversed higher. Smaller losses were recorded from short positions in the
energy markets as oil and gas prices reversed higher after moving lower during
February.

In April, losses were recorded from short positions in U.S. interest rate
futures established during late March as U.S. bond prices rallied higher late in
the month after moving lower previously. During May, losses were recorded in
currencies from short positions in the Japanese yen as the previous decline in
the value of the yen reversed higher relative to the U.S. dollar in late May.
Subsequently, losses were recorded in late May from newly established long yen
positions as its value moved lower late in the month. Smaller losses were
experienced due to short-term volatile movement in oil and gas prices. Gains
were recorded during June as long positions in global interest rate and stock
index futures profited from an upward price trend. Additional gains were
recorded in currency trading from long Japanese yen positions as the value of
the yen moved higher.

In July, Spectrum Technical recorded gains from long positions in global
financial futures as prices continued to trend higher. Additional gains were
recorded from short positions in the German mark and Swiss franc as the previous
strengthening in the value of the U.S. dollar relative to these currencies
reemerged. Smaller gains were recorded from short gold futures positions. Losses
were recorded during August from long positions in international interest rate
futures as prices moved lower after previously trending higher. These losses
were partially offset by gains from short Nikkei Index futures positions as
Japanese equity prices declined. September was profitable as international bond
futures prices moved higher, thus resulting in gains for Spectrum Technical's
long positions. Additional gains were recorded from long positions in European
and U.S. stock index futures, as well as from short positions in Japanese stock
index futures. Gains were also recorded from long natural gas futures positions
as prices increased significantly as inventory supplies declined.

Small profits were recorded during October from long British pound positions
as the value of the pound increased relative to the U.S. dollar. Gains were also
recorded from short positions in the Australian and Canadian dollars, as well as
from long Japanese and U.S. bond futures positions. A majority of these gains
were offset by losses experienced from short-term price volatility in global
stock index futures late in the month. Gains were recorded during November from
short Japanese yen positions as it trended lower versus other major currencies
due to economic uncertainty in Asia. Additional gains were recorded from long
British pound positions as the value of the pound moved higher on news of an
interest rate increase in Great Britain. Gains were also recorded from short
gold futures positions as gold prices fell below $300 an ounce. December was
profitable as silver prices rallied on reports of declining supply, thus
resulting in gains for long positions. Additional gains in metals were recorded
from short gold futures positions. Profits were also recorded from long
positions in European and U.S. interest rate futures as prices increased due to
a "flight-to-quality" by investors.

For the year ended December 31, 1997, Spectrum Technical's total trading
revenues, including interest income, were $29,527,587. Total expenses for the
year were $17,820,503, resulting in a net gain of $11,707,084. The value of an
individual Unit in Spectrum Technical increased from $13.61 at December 31, 1996
to $14.63 at December 31, 1997.

From inception of trading in November 1994 through February 1998, the Net
Asset Value per Unit of Spectrum Technical has increased by 45.2% (a compound
annualized return of 11.9%).

To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statement of
Operations and Statement of Financial Condition.

INTEREST INCOME AND EXPENSES

Interest income to the Partnership is derived from 80% of its assets earning
interest at a prevailing rate paid on U.S. Treasury Bills. The size of the
assets and the fluctuation of interest rates affect the resulting interest
income annual totals. Interest income for the Partnership was greater in 1997
than 1996 due to an increasing size of the Partnership's asset base due to
subscriptions far outweighing redemptions.

57
<PAGE>

Management fees to the Partnership are charged at an annual rate of 4% of
Net Assets. These fees were greater in 1997 than in 1996 because of the
increasing asset size of the Partnership.

Incentive fees have been charged on a monthly basis at 15% of each Trading
Advisor's net profits.
Incentive fees were less in 1997 than in 1996 as a result of the Trading
Advisors' reduced profitability from the previous year.

See "Selected Financial Data" and "Independent Auditors' Report and
Financial Statements of Dean Witter Spectrum Series" herein.

FINANCIAL INSTRUMENTS

GENERAL. See discussion under "--1. Dean Witter Spectrum Strategic
L.P.--Financial Instruments-- General" on page 52, which discussion is equally
applicable to Spectrum Technical.

1997 DATA. At December 31, 1997, open futures, options and forward
contracts were:

<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL AMOUNT
-----------------
$
-----------------
<S> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase........................................................... 302,165,000
Commitments to Sell............................................................... 80,696,000
Commodity Futures:
Commitments to Purchase........................................................... 36,753,000
Commitments to Sell............................................................... 84,557,000
Foreign Futures:
Commitments to Purchase........................................................... 283,941,000
Commitments to Sell............................................................... 379,781,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase............................................................. 116,349,000
Commitments to Sell................................................................. 203,705,000
</TABLE>

A portion of the amounts indicated as off-balance sheet risk in forward
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.

Of the $12,296,712 net unrealized gain on open contracts at December 31,
1997, $11,977,756 related to exchange-traded futures contracts and $318,956
related to off-exchange-traded forward currency contracts.

58
<PAGE>

DWR and CFI, as a futures commission merchant for the Partnership's
exchange-traded futures and futures styled options contracts, is required,
pursuant to CFTC regulations, to segregate from their own assets, and for the
sole benefit of their commodity customers, all funds held by them with respect
to exchange-traded futures and futures styled options contracts, including an
amount equal to the net unrealized gain on all open futures and futures styled
options contracts, which funds, in the aggregate, totalled, at December 31,
1997, $164,308,925. With respect to the Partnership's off-exchange-traded
forward currency contracts, there are no daily settlements of variations in
value nor is there any requirement that an amount equal to the net unrealized
gain on open forward contracts be segregated. With respect to those
off-exchange-traded forward currency contracts, the Partnership is at risk to
the ability of CFI, the sole counterparty on all such contracts, to perform.
CFI's parent, Credit Agricole Indosuez, has guaranteed to the Partnership
payment of the net liquidating value of the transactions in the Partnership's
account with CFI (including forward currency contracts).

For the year ended December 31, 1997, the average fair value of financial
instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
ASSETS LIABILITIES
-------------- --------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures...................................................... 233,922,000 153,604,000
Options on Financial Futures........................................... 6,705,000 347,000
Commodity Futures...................................................... 58,233,000 60,140,000
Options on Commodity Futures........................................... 2,181,000 --
Foreign Futures........................................................ 205,510,000 168,044,000
Options on Foreign Futures............................................. 4,070,000 --

OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS........................... 103,299,000 111,186,000
</TABLE>

Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.

3. DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.

LIQUIDITY

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Liquidity"
on page 49, which discussion is equally applicable to Spectrum Global Balanced.

CAPITAL RESOURCES

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Capital
Resources" on page 49, which discussion is equally applicable to Spectrum Global
Balanced.

RESULTS OF OPERATIONS

GENERAL. Due to the nature of the Partnership's business, its results
depend on its Trading Advisor and the ability of such Trading Advisor's trading
programs to take advantage of price movements or other profit opportunities in
the futures interests markets. The following presents a summary of the
Partnership's operations for the years 1995, 1996, and 1997, and a general
discussion of its trading activities in certain markets during each period. It
is important to note, however, that the Trading Advisor trades in various
markets at different times and that prior activity in a particular market does
not mean that such market will be actively traded by the Trading Advisor or will
be profitable in the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of its Trading
Advisor's trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past. See "The Spectrum Series-- Performance
Records" and "Selected Financial Data" above and the Partnership's financial
statements herein.

59
<PAGE>

1995 RESULTS. Spectrum Global Balanced recorded gains during the first
quarter of 1995 in the stock portion of the balanced portfolio as domestic stock
prices increased throughout the quarter, resulting in profits for Spectrum
Global 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 Global 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 Global Balanced's total
trading revenues, including interest income, were $2,329,813. Total expenses for
the year were $770,149, resulting in net income of $1,559,664. The value of an
individual Unit in the Spectrum Global Balanced increased from $9.83 at December
31, 1994 to $12.07 at December 31, 1995.

1996 RESULTS. In 1996, Spectrum Global Balanced recorded losses during
February primarily as a result of a sharp move lower in U.S. Treasury bond
futures and in the managed futures portion of the portfolio in global interest
rate futures and currencies. In March, losses were recorded in the bond portion
of the balanced portfolio as U.S. Treasury bond futures prices decreased as well
as in the managed futures portion from trading Australian and European bond
futures.

Profits were posted during April primarily from trading in the agricultural
markets. Additional gains were recorded from transactions involving most
European currencies relative to the U.S. dollar. A portion of Spectrum Global
Balanced's overall gains for the month was offset by losses in the stock portion
of the balanced portfolio. Losses were recorded during May in the managed
futures portion of the balanced portfolio from trading global interest rate
futures as prices moved in a trendless pattern. Additional losses were recorded
in currencies as the value of the Japanese yen was trendless. Gains were
recorded in June from short positions in copper futures as prices plunged on
news of significant losses in copper by Sumitomo Corporation. Additional gains
were recorded from trading in soft commodities, energies and agriculturals.
Losses in global interest rate futures and currencies offset a majority of these
profits.

In July, gains were recorded from long Swiss franc, German mark and French
franc positions due to a strong upward move in their value relative to the U.S.
dollar. Additional gains were recorded from long Australian bond futures
positions as prices moved higher late in the month. A portion of these gains was
offset by losses

60
<PAGE>
recorded in the stock and bond portions of the balanced portfolio. During
August, losses were recorded in currencies primarily due to trend reversals in
the German mark and Australian dollar. In the bond portion of the balanced
portfolio, losses were recorded as U.S. bond futures prices moved lower. Trading
gains recorded from long crude oil futures and S&P 500 Index futures positions,
as prices in both these markets moved higher, helped mitigate overall losses.
Profits were recorded during September from gains in each portion of the
balanced portfolio. The most significant gains were recorded in the managed
futures portion from long global bond futures positions as prices moved steadily
higher. Additional gains were recorded in both the stock and bond portions as
S&P 500 Index and U.S. Treasury note futures prices finished the month higher.

Profits in October were recorded from long global bond futures positions as
prices continued to trend higher. Additional gains were recorded from long U.S.
stock and bond futures positions as prices in these markets also finished the
month higher. Strong gains were recorded in November in the managed futures
sector from long global bond futures positions as prices continued to trend
higher. Additional gains were recorded from long U.S. Treasury note futures
positions, and in the stock portion from long S&P 500 Index futures positions.
Losses in December were recorded in the managed futures portion of the balanced
portfolio from long global bond futures positions as prices reversed sharply
lower, thus giving back a portion of previous months' profits. Additional losses
were recorded in the stock and bond portion of the balanced portfolio from long
U.S. Treasury note and S&P 500 Index futures positions. Losses were recorded
during the year despite positive performance from U.S. stock index futures
during a majority of the year as a relatively light exposure to this area
relative to bonds resulted in losses during early 1996.

For the year ended December 31, 1996, Spectrum Global Balanced's total
trading revenues, including interest income, were $893,626. Total expenses for
the period were $1,251,592, resulting in a net loss of $357,966. The value of an
individual Unit in Spectrum Balanced decreased from $12.07 at December 31, 1995
to $11.63 at December 31, 1996.

1997 RESULTS. In 1997, gains were recorded during January in the currency
markets from short positions in most European currencies as the value of the
U.S. dollar strengthened relative to these currencies. Additional gains were
recorded in the stock index portion of the balanced portfolio as long S&P 500
Index futures positions profited from an increase in domestic stock prices.
Gains were recorded in the currency markets from a continued strengthening in
the value of the U.S. dollar relative to most European currencies, as well as
the Singapore dollar. Additional gains were recorded from short energy futures
positions as oil and gas prices declined, and from long positions in corn
futures as prices in this market moved higher. Losses were recorded during March
from long S&P 500 Index futures positions in the stock portion of the balanced
portfolio as U.S. stock prices moved lower late in the month. In currencies, a
portion of the previous months' profits was given back as the previous upward
trend in the value of the U.S. dollar relative to most European currencies
reversed lower.

Spectrum Global Balanced experienced losses during April from short U.S.
interest rate futures positions in the managed futures portion of the balanced
portfolio as bond prices rallied late in the month, after showing signs of
trending lower previously. These losses were partially offset by gains recorded
from long positions in both the stock index and bond components of the balanced
portfolio as prices in domestic capital markets increased. Profits were recorded
during May from long positions in Australian bond futures as prices in this
market moved higher. Additional gains were recorded from long positions in U.S.
stock index and bond futures as prices in these markets continued their upward
trend. The bullish trend in U.S. equity and bond prices continued into June,
thus resulting in profits for long positions in the stock index and bond futures
components of the balanced portfolio. Additional gains were recorded from long
Australian bond futures positions, as prices moved higher, and from long
Japanese yen positions as the value of the yen increased versus the U.S. dollar.

The third quarter began with additional gains being recorded in the stock
index and bond futures portions of the balanced portfolio as U.S. stock and bond
prices moved higher. Gains were also recorded in the managed futures component
from long positions in U.S. and Australian interest rate futures, as well as
from a strengthening in the value of the U.S. dollar. A reversal lower in U.S.
stock index and bond futures prices during August resulted in a portion of
previous months' profits being given back. Smaller losses were recorded from
long positions in international interest rate futures as prices in these markets
also moved lower. During September, gains were recorded from long positions in
the stock and bond portions of the balanced portfolio as

61
<PAGE>
U.S. stock index and bond futures prices regained their previous upward
momentum. Additional gains were recorded in the managed futures component from
long positions in global interest rate futures. Smaller gains were recorded from
long positions in the German mark, as well as in the Swiss and French francs.

Losses were recorded during October from long S&P 500 Index futures
positions as U.S. equity prices declined sharply on October 27. These losses
were mitigated as stock prices rebounded on October 28. Smaller losses were
experienced from long positions in Australian and European interest rate futures
as prices in these markets reversed lower during early October. Spectrum Global
Balanced recorded a small loss during November primarily from long U.S. Treasury
note futures positions as prices moved lower. A majority of these losses were
offset by gains recorded from long S&P 500 Index futures positions as domestic
stocks rallied late in the month. In the managed futures component, small losses
were experienced from long energy futures positions as oil and gas prices
declined on easing tensions in the Middle East. Gains were recorded in
currencies during December from short positions in most Pacific Rim currencies,
particularly the New Zealand and Singapore dollars, as the value of these
currencies declined over concerns of economic instability in Asia.

For the year ended December 31, 1997, Spectrum Global Balanced's total
trading revenues, including interest income, were $5,293,459. Total expenses for
the period were $1,693,943, resulting in a net gain of $3,599,516. The value of
an individual Unit in Spectrum Global Balanced increased from $11.63 at December
31, 1996 to $13.75 at December 31, 1997.

From inception of trading in November 1994 through February 1998, the Net
Asset Value per Unit of Spectrum Global Balanced has increased by 42.7% (a
compound annualized return of 11.3%).

To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statement of
Operations and Statement of Financial Condition.

INTEREST INCOME AND EXPENSES

Interest income to the Partnership is derived from 100% of its assets
earning interest at a prevailing rate paid on U.S. Treasury Bills. The size of
the assets and the fluctuation of interest rates affect the resulting interest
income annual totals. Interest income for the Partnership was greater in 1997
than 1996 due to an increasing size of the Partnership's asset base due to
subscriptions far outweighing redemptions.

Management fees to the Partnership are charged at an annual rate of 1.25% of
Net Assets. These fees were greater in 1997 than in 1996 because of the
increasing asset size of the Partnership.

Incentive fees have been charged on a monthly basis at 15% of the Trading
Advisor's net profits. Incentive fees were greater in 1997 than in 1996 as a
result of increased monthly profitability for the Partnership's Trading Advisor.

See "Selected Financial Data" and "Independent Auditors' Report and
Financial Statements of Dean Witter Spectrum Series" herein.

FINANCIAL INSTRUMENTS

GENERAL. See discussion under "--1. Dean Witter Spectrum Strategic
L.P.--Financial Instruments-- General" on page 52, which discussion is equally
applicable to Spectrum Global Balanced.

62
<PAGE>

1997 DATA. At December 31, 1997, open futures, options and forward
contracts were:

<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL AMOUNT
-----------------
<S> <C>
$
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase........................................................... 40,675,000
Commitments to Sell............................................................... 6,721,000
Commodity Futures:
Commitments to Purchase........................................................... --
Commitments to Sell............................................................... 5,168,000
Foreign Futures:
Commitments to Purchase........................................................... 45,574,000
Commitments to Sell............................................................... 26,176,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase............................................................. 2,436,000
Commitments to Sell................................................................. 10,218,000
</TABLE>

Of the $681,559 net unrealized gain on open contracts at December 31, 1997,
$657,913 related to exchange-traded futures contracts and $23,646 related to
off-exchange-traded forward currency contracts.

Exchange-traded futures contracts held by the Partnership at December 31,
1997 mature through March 1998. Off-exchange-traded forward currency contracts
held by the Partnership at December 31, 1997 mature through March 1998.

The Partnership also has credit risk because DWR and CFI act as the futures
commission merchants or the counterparty with respect to most of the
Partnership's assets. Exchange-traded futures contracts and futures styled
options are marked to market on a daily basis, with variations in value settled
on a daily basis. Each of DWR and CFI, as a futures commission merchant for the
Partnership's exchange-traded futures and futures styled options contracts, is
required, pursuant to CFTC regulations, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures and futures styled options contracts,
including an amount equal to the net unrealized gain on all open futures and
futures styled options contracts, which funds, in the aggregate, totalled, at
December 31, 1997, $25,612,869. With respect to the Partnership's
off-exchange-traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount equal to the
net unrealized gain on open forward contracts be segregated. With respect to
those off-exchange-traded forward currency contracts, the Partnership is at risk
to the ability of CFI, the sole counterparty on all such contracts, to perform.
CFI's parent, Credit Agricole Indosuez, has guaranteed to the Partnership
payment of the net liquidating value of the transactions in the Partnership's
account with CFI (including forward currency contracts).

63
<PAGE>
For the year ended December 31, 1997, the average fair value of financial
instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
ASSETS LIABILITIES
-------------- --------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures........................................................ 39,908,000 11,661,000
Options on Financial Futures........................................... 1,206,000 2,398,000
Commodity Futures........................................................ 4,414,000 3,535,000
Options on Commodity Futures........................................... -- --
Foreign Futures.......................................................... 28,444,000 26,146,000
Options on Foreign Futures............................................. -- --

OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS............................. 12,716,000 16,655,000
</TABLE>

Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.

4. DEAN WITTER SPECTRUM SELECT L.P.

LIQUIDITY

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Liquidity"
on page 49, which discussion is equally applicable to Spectrum Select.

CAPITAL RESOURCES

See discussion under "--1. Dean Witter Spectrum Strategic L.P.--Capital
Resources." on page 49, which discussion is equally applicable to Spectrum
Select.

RESULTS OF OPERATIONS

1995 RESULTS. In 1995, Spectrum Select recorded losses during January as a
result of a decline in the value of the U.S. dollar relative to most major world
currencies. Smaller losses were recorded in both U.S. and international interest
rate futures trading due to short-term volatile price movement. In February and
March, significant gains were recorded from trading in both financial futures
and currencies. In financial futures, increased interest rate futures prices
over this two-month period resulted in gains from long positions in global bond
futures. In the currency markets, a decline in the value of the U.S. dollar
resulted in trading profits for long positions in the Japanese yen, German mark
and Swiss and French francs.

Spectrum Select's positive performance continued into April and May as the
previously established long positions in both U.S. and international interest
rate futures profited from the upward trend in interest rate futures prices. In
addition, the value of the Japanese yen relative to the U.S. dollar continued to
move higher early in April, contributing to overall gains during the month.
Smaller gains were recorded from long S&P 500 Index futures positions as
domestic stock prices moved higher during May. Trading losses were recorded in
June as the upward price trend in overseas bond futures subsided. Small losses
were recorded during June in agricultural futures from trading in soybean and
corn futures, and in currencies, as foreign currencies moved in a narrow trading
range versus the U.S. dollar and other currencies.

In July, Spectrum Select experienced a difficult trading environment in U.S.
and global interest rate futures, as prices retreated from their previous move
higher. Trendless price movement also resulted in losses within the metals,
agricultural and energy market sectors. Losses were recorded during August as
global interest rate futures prices moved without consistent direction.
Additional losses were recorded in the soft commodities markets due to
short-term volatile price movement. During September, losses were recorded due

64
<PAGE>
to a dramatic trend reversal in the upward move of the U.S. dollar relative to
most European currencies. Smaller losses were recorded during the third quarter
in energy futures as prices declined abruptly, resulting in losses from long oil
and gas positions.

Trading in international interest rate futures during October resulted in
net losses as global bond prices moved in a short-term volatile pattern.
Trendless price movement in stock index, energy and metals futures prices
resulted in additional losses. In November, financial futures trading was
profitable as increasing global bond futures prices resulted in gains being
recorded from long positions in European, U.S., Japanese and Australian
government bond futures. Additional trading gains were recorded from trading in
soft commodities. Long positions in natural gas futures resulted in significant
gains during December as prices increased dramatically. Additional gains were
recorded from long positions in both crude and heating oil futures. Long
positions in European and U.S. bond futures also contributed profits during
December as European and U.S. bond futures prices continued their bullish trend.

For the year ended December 31, 1995, Spectrum Select's total trading
revenues, including interest income, were $69,299,562. Total expenses for the
year were $30,245,447, resulting in a net gain of $39,054,115. The value of an
individual Unit in Spectrum Select increased from $1,508.07 at December 31, 1994
to $1,864.21 at December 31, 1995.

1996 RESULTS. Spectrum Select recorded losses in January from long energy
and agricultural futures positions as prices in these markets reversed lower,
thus giving back a portion of profits recorded in late 1995. A majority of these
losses were offset by gains recorded in the currency markets from short
positions in most major currencies versus the U.S. dollar, and in the financial
futures markets from long European bond futures positions. During February,
significant losses were recorded as a result of a series of sharp trend
reversals in the financial futures and currency markets. In financial futures,
losses were recorded from long positions in global interest rate and stock index
futures as the previous upward price trend reversed sharply. Additional losses
were recorded in currencies due to a sudden upward move in the value of most
major currencies relative to the U.S. dollar. In March, small losses were posted
due primarily to short-term volatile price movement in global financial futures
and metals. A majority of these losses were offset by gains recorded from long
positions in oil and gas futures.

Profits were recorded in currencies during April from short German mark and
Swiss franc positions as the value of these currencies declined versus the U.S.
dollar. Additional gains were recorded from long positions in crude oil and
agricultural futures. Choppy price movement in global financial futures resulted
in losses being recorded during May. Smaller losses were recorded in the energy
markets as a portion of previous months' profits was given back due to a price
reversal lower. During June, profits were recorded primarily from short
positions in copper futures as prices moved sharply lower on news of significant
losses incurred in copper by Sumitomo Corporation. Additional gains in metals
were recorded from short positions in gold, silver and aluminum futures as
prices in these markets also moved lower.

In July, losses were recorded in the currency markets from short positions
in the Japanese yen as its value moved sharply higher versus the U.S. dollar.
Smaller losses were recorded from long natural gas futures positions as prices
reversed lower. Losses were also recorded during August primarily from short
positions in coffee futures as prices moved higher. In currency trading,
volatile movement in the value of most major world currencies relative to the
U.S. dollar resulted in smaller losses during August. A majority of these losses
were offset by gains recorded from long positions in the energy markets. During
September, gains were recorded primarily due to a continued upward trend in oil
prices. Additional gains were recorded in financial futures from long European
and Japanese interest rate futures positions as prices moved steadily higher.

The fourth quarter of 1996 began with significant gains during October and
November due primarily to long British pound positions, as its value surged
higher versus other major currencies. Strong gains were also recorded in
financial futures as long global interest rate futures positions profited from a
continued upward price trend. A portion of these gains was given back during
December due to a sharp price reversal lower in the previous upward trend in
global interest rate futures prices. Smaller losses were recorded in energy and
metals futures as prices moved in a short-term volatile pattern.

For the year ended December 31, 1996, Spectrum Select's total trading
revenues, including interest income, were $22,046,523. Total expenses for the
year were $16,632,482, resulting in a net gain of $5,414,041. The value of an
individual Unit in Spectrum Select increased from $1,864.21 at December 31, 1995
to $1,962.38 at December 31, 1996.

65
<PAGE>

1997 RESULTS. In 1997, gains were recorded during January in currencies as
a result of a strengthening in the value of the U.S. dollar versus the Japanese
yen and most major world currencies. Gains were also recorded from short gold
futures positions as prices declined to their lowest levels in over three years.
Gains were recorded during February as the value of the U.S. dollar continued to
strengthen relative to most major world currencies. Additional gains were
recorded from long coffee futures positions as prices moved higher during the
month. Small losses were recorded during March from trend reversals in the
currency and energy markets. Losses were also recorded in currencies as the
value of most European currencies reversed higher versus the U.S. dollar. In
energies, losses were recorded from short positions in gas and oil futures.

In April, losses were recorded in the financial futures markets as domestic
bond prices rallied higher late in the month after showing signs of trending
lower previously. Inconsistent price movements in global stock index futures
resulted in smaller losses within this market complex. During May, losses were
experienced from short Canadian dollar positions as its value finished the month
higher relative to the U.S. dollar and other major currencies. Continued
short-term volatility in oil and gas prices resulted in additional losses for
Spectrum Select. Spectrum Select recorded relatively flat performance during
June as losses experienced from long coffee futures positions, as coffee prices
reversed dramatically lower, offset gains from short positions in soybean and
corn futures, as well as long positions in global stock index futures.

During July, profits were recorded from long positions in global interest
rate and stock index futures as prices in these markets trended higher.
Additional gains were recorded from short European currency positions as the
U.S. dollar again strengthened relative to the German mark. A sharp trend
reversal in global interest rate and stock index futures resulted in a give-back
of a portion of July's profits. Additional losses were recorded in the currency
markets as the value of most European currencies increased relative to the U.S.
dollar after moving lower previously. A strong upward move in global bond
futures prices resulted in gains for Spectrum Select's long positions. Smaller
gains were recorded from long silver and short copper futures positions.

Spectrum Select recorded losses during October due to sharp trend reversals
in global bond futures early in the month and short-term price volatility in
U.S. bond and stock index futures in the month's final week. Additional losses
were experienced from trendless price movement in the energy and metals
complexes. In November, Spectrum Select experienced gains in currencies from
short positions in the Canadian dollar as its value weakened relative to the
U.S. dollar. Additional gains were recorded from trading precious and base metal
futures. A majority of Spectrum Select's gains were offset by losses in the
financial futures markets from long positions in Japanese government bond
futures as prices moved lower. During December, Spectrum Select recorded gains
from short positions in crude and heating oil futures as the price of oil moved
lower. Additional gains were recorded in metals from trading copper and silver
futures. Smaller gains were recorded from short positions in the Japanese yen
and Australian dollar as the value of these currencies declined as the economic
crisis in the Pacific Rim escalated.

For the year ended December 31, 1997, Spectrum Select's total trading
revenues, including interest income, were $26,495,529. Total expenses for the
period were $16,551,812, resulting in a net gain of $9,943,717. The value of an
individual Unit in Spectrum Select increased from $1,962.38 at December 31, 1996
to $2,084.52 at December 31, 1997.

From inception of trading in August 1991 through February 1998, the Net
Asset Value per Unit of Spectrum Select has increased by 114.8% (a compound
annualized return of 12.3%).

To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statement of
Operations and Statement of Financial Condition.

INTEREST INCOME AND EXPENSES

Interest income to the Partnership is derived from 80% of its assets earning
interest at a prevailing rate paid on U.S. Treasury Bills. The size of the
assets and the fluctuation of interest rates affect the resulting interest
income annual totals. Interest income for the Partnership was greater in 1997
than 1996 due to an increasing size of the Partnership's asset base due to
subscriptions far outweighing redemptions.

In regard to expenses of the Partnership, the Partnership was charged
"roundturn" brokerage commissions at a rate of 80% of DWR's published non-member
rates for speculative accounts (which was equal to approximately $75), and
separately paid its transaction fees and costs, which brokerage commissions and
transaction fees and costs were capped at an annual rate of 7.80% of its Net
Assets at month-end allocated to each Trading Advisor, and its ordinary
administrative expenses, which were capped at 0.25% per year of

66
<PAGE>

average month-end Net Assets. Effective June 1, 1998, Spectrum Select will be
charged a flat-rate brokerage fee at an annual rate of 7.25% of Net Assets
(which fee will also cover transaction fees and costs and administrative
expenses, which Spectrum Select currently pays separately). From 1996 to 1997,
brokerage commissions and transaction fees and costs increased, while ordinary
administrative expenses decreased.

Management fees to the Partnership are charged at an annual rate of 3% of
Net Assets. These fees were greater in 1997 than in 1996 because of the
increasing asset size of the Partnership.

Spectrum Select was charged quarterly incentive fees at a rate of 17 1/2% of
each Trading Advisor's net profits (effective June 1, 1998, such fees will be
paid monthly at a rate of 15%). Fees decreased in 1997 from 1996 due to a
decrease in profitability above a previous quarter-end high for the
Partnership's Trading Advisors.

See "Selected Financial Data" and "Independent Auditors' Report and
Financial Statements of Dean Witter Spectrum Series" herein.

FINANCIAL INSTRUMENTS

GENERAL. See discussion under "--1. Dean Witter Spectrum Strategic
L.P.--Financial Instruments-- General" on page 52, which discussion is equally
applicable to Spectrum Select.

1997 DATA. At December 31, 1997, open futures, options and forward
contracts were:

<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL AMOUNT
-----------------
<S> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase........................................................... 428,493,000
Commitments to Sell............................................................... 173,316,000
Commodity Futures:
Commitments to Purchase........................................................... 23,131,000
Commitments to Sell............................................................... 135,389,000
Foreign Futures:
Commitments to Purchase........................................................... 997,389,000
Commitments to Sell............................................................... 315,676,000

OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase............................................................. 96,671,000
Commitments to Sell................................................................. 127,065,000
</TABLE>

Of the $9,627,161 net unrealized gain on open contracts at December 31,
1997, $10,514,844 related to exchange-traded futures contracts and a loss of
$887,683 related to off-exchange-traded forward currency contracts.

67
<PAGE>

the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures and futures styled options contracts,
including an amount equal to the net unrealized gain on all open futures and
futures styled options contracts, which funds, in the aggregate, totalled, at
December 31, 1997, $168,693,769. With respect to the Partnership's
off-exchange-traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount equal to the
net unrealized gain on open forward contracts be segregated. With respect to
those off-exchange-traded forward currency contracts, the Partnership is at risk
to the ability of CFI, the sole counterparty on all such contracts, to perform.
CFI's parent, Credit Agricole Indosuez, has guaranteed to the Partnership
payment of the net liquidating value of the transactions in the Partnership's
account with CFI (including forward currency contracts).

For the year ended December 31, 1997, the average fair value of financial
instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
ASSETS LIABILITIES
---------------- ----------------
<S> <C> <C>
$ $
EXCHANGE-TRADED CONTRACTS:
Financial Futures........................................................................ 363,272,000 243,761,000
Options on Financial Futures............................................................. 3,781,000 --
Commodity Futures........................................................................ 95,455,000 76,233,000
Options on Commodity Futures............................................................. 2,484,000 1,789,000
Foreign Futures.......................................................................... 360,391,000 382,135,000
Options on Foreign Futures............................................................... -- --

OFF-EXCHANGE-TRADED FOREIGN CURRENCY CONTRACTS........................................... 41,814,000 40,388,000
</TABLE>

Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.

68
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of each Partnership as of
February 28, 1998 and the pro forma capitalization of each Partnership adjusted
to reflect (i) the proceeds (at the respective Net Asset Values of $10.90,
$14.52, $14.27, and $21.48 per Unit as of February 28, 1998) to Spectrum
Strategic, Spectrum Technical, Spectrum Global Balanced, and Spectrum Select
from the sale during the next 12 months of the approximately 5,492,512.485,
8,480,912.481, 5,499,806.177, and 1,500,000 unsold and newly registered Units,
respectively, and (ii) the capital contribution required of the General Partner
based on such capitalization of each Partnership. There will be no difference
insofar as sharing of profits and losses are concerned between Units of Limited
Partnership Interest and Units of General Partnership Interest.

<TABLE>
<CAPTION>
PRO FORMA
(1)
------------
AMOUNT TO BE
AMOUNT OUTSTANDING
OUTSTANDING IF
AS OF ADDITIONAL
FEBRUARY 28, UNITS ARE
1998 SOLD
------------ ------------
$ $
<S> <C> <C>
Spectrum Strategic
Limited Partnership Interest (2).......................... 60,438,508 120,306,894
General Partnership Interest (3).......................... 63,200 1,215,221

Spectrum Technical
Limited Partnership Interest (2).......................... 183,971,450 307,114,299
General Partnership Interest (3).......................... 1,886,553 3,102,165

Spectrum Global Balanced
Limited Partnership Interest (2).......................... 27,466,089 105,948,323
General Partnership Interest (3).......................... 289,428 1,070,185

Spectrum Select
Limited Partnership Interest (2).......................... 166,503,913 198,723,913
General Partnership Interest (3).......................... 2,858,609 2,007,312
</TABLE>

- ---------

(1) Pro forma amounts assume that all Units are sold at the February 28, 1998
Net Asset Values per Unit of $10.90, $14.52, $14.27, and $21.48,
respectively (the Spectrum Select Net Asset Value has been adjusted for the
100-for-one Unit conversion, which became effective with the April 30, 1998
Monthly Closing).

(2) Units are offered on a continuing basis at Monthly Closings for sale at a
price based on the Net Asset Value of a Unit as of the close of business on
the date of such Monthly Closing. The actual proceeds from such sales will
depend upon the Net Asset Value per Unit at the time of sale.

(3) The General Partner has agreed to contribute an additional amount in cash as
is necessary to make the General Partner's capital contribution at least
equal to the greater of (a) 1% of aggregate capital contributions to the
Partnership by all Partners (including the General Partner's contribution)
and (b) $25,000. Such additional contributions by the General Partner need
not exceed the amount described above and shall be evidenced by Units of
General Partnership Interest. Under certain conditions and where
modification will not adversely affect the interests of Limited Partners,
the General Partner's minimum investment requirements may be modified by the
General Partner at its option without notice to or the consent of the
Limited Partners.

THE GENERAL PARTNER

The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation, a Delaware corporation formed on August 18, 1977
to act as a commodity pool operator ("Demeter" or the "General Partner").
Effective in 1977, the General Partner became registered with the CFTC as a CPO
and is currently a member of the NFA in such capacity. The General Partner's
main business office is located at Two World Trade Center, 62nd Floor, New York,
New York 10048, telephone (212) 392-8899. The General Partner is an affiliate of
DWR in that both companies are wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co. ("MSDW"), which is a publicly-owned company. MSDW, DWR and the
General Partner each may be deemed to be a "parent" and "promoter" of the
Partnerships within the meaning of the federal securities laws.

69
<PAGE>

The General Partner is or has been the general partner and CPO for 22 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 Portfolio Strategy Fund L.P. (formerly Dean
Witter Principal Secured Futures Fund L.P.) ("Portfolio Strategy"), 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"), DWR Chesapeake L.P. ("Chesapeake"), Morgan
Stanley Tangible Asset Fund L.P. ("MSTAF"), and DWR/Market Street Futures Fund
L.P. ("Market Street"), 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), February 1985 for
Columbia, the inception of Cornerstone I in December 1983 (until its termination
in December 1991), the inception of Cornerstone II and Cornerstone III in
December 1983, the inception of Cornerstone IV in December 1986, 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 Portfolio
Strategy in August 1990, 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 August 1994, the inception of DWR/JWH in November
1995, the inception of MSTAF in July 1997, and the inception of Market Street in
January 1998. As of December 31, 1997, the General Partner had in excess of $1.2
billion in aggregate net assets under management, making it one of the largest
operators of managed futures funds in the United States. As of December 31,
1997, there were approximately 100,000 investors in the commodity pools managed
by Demeter.

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--Charges to Each
Partnership-- 2. Commodity Brokers"). 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 (including the General Partner's contribution) 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. MSDW has contributed to
the General Partner additional capital necessary to permit the General Partner
to meet its net worth obligations as General Partner of each Partnership and
intends to continue to do so. Under certain conditions and where modifications
will not adversely affect the interests of Limited Partners, the General
Partner's minimum net worth requirements may be modified by the General Partner
at its option without notice to or the consent of the Limited Partners. See
"Capitalization."

In this connection, as reflected in MSDW's 1997 Annual Report and Form 10-Q
for the quarter ended February 28, 1998, MSDW had total shareholders' equity of
$13,956 million and total assets of $302,287 million as of November 30, 1997
(audited), and total shareholders' equity of $14,524 million and total assets of
$345,534 million as of February 28, 1998 (unaudited). Additional financial
information regarding MSDW is included in the financial statements filed as part
of such Annual Report and Form 10-Q. MSDW 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 reports will be available for review or copying at
the offices of the SEC, 450 Fifth Street, N.W., Room 1024, Judiciary Plaza,
Washington, D.C. 20549 or will be available at no charge by writing to MSDW at
1585 Broadway, New York, New York 10036 (Attn: Investor Relations).

70
<PAGE>
DIRECTORS AND OFFICERS OF THE GENERAL PARTNER

Richard M. DeMartini, age 45, is the Chairman of the Board and a Director of
the General Partner. Mr. DeMartini is also Chairman of the Board and a Director
of Dean Witter Futures & Currency Management Inc. ("DWFCM"). Mr. DeMartini is
president and chief operating officer of DWR's Individual Asset Management
Group. He was named to this position in May of 1997 and is responsible for Dean
Witter InterCapital, Van Kampen American Capital, insurance services, managed
futures, unit trust, investment consulting services, Dean Witter Realty, and
NOVUS Financial Corporation. Mr. DeMartini is a member of the MSDW management
committee, a director of the InterCapital funds, a trustee of the TCW/DW funds
and a trustee of the Van Kampen American Capital and Morgan Stanley retail
funds. Mr. DeMartini has been with Dean Witter his entire career, joining the
firm in 1975 as an account executive. He served as a branch manager, regional
director, and national sales director, before being appointed president and
chief operating officer of the Dean Witter Consumer Markets. In 1988 he was
named president and chief operating officer of Sears' Consumer Banking Division
and in January 1989 he became president and chief operating officer of Dean
Witter Capital. Mr. DeMartini has served as chairman of the board of the Nasdaq
Stock Market, Inc. and vice chairman of the board of the National Association of
Securities Dealers, Inc. A native of San Francisco, Mr. DeMartini holds a
bachelor's degree in marketing from San Diego State University.

Mark J. Hawley, age 54, is President and a Director of the General Partner.
Mr. Hawley is also President and a Director of DWFCM. Mr. Hawley joined DWR in
February 1989 as Senior Vice President and is currently the Executive Vice
President and Director of DWR's Managed Futures Department. From 1978 to 1989,
Mr. Hawley was a member of the senior management team at Heinold Asset
Management, Inc., a CPO, and was responsible for a variety of projects in public
futures funds. From 1972 to 1978, Mr. Hawley was a Vice President in charge of
institutional block trading for the Mid-West at Kuhn Loeb & Company.

Lawrence Volpe, age 51, is a Director of the General Partner and DWFCM. Mr.
Volpe joined DWR as a Senior Vice President and Controller in September 1983,
and currently holds those positions. From July 1979 to September 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 53, 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.

Edward C. Oelsner III, age 55, is a Director of the General Partner. Mr.
Oelsner is currently an Executive Vice President and head of the Product
Development Group at Dean Witter InterCapital Inc., an affiliate of DWR. Mr.
Oelsner joined DWR in 1981 as a Managing Director in DWR's Investment Banking
Department specializing in coverage of regulated industries and, subsequently,
served as head of the DWR Retail Products Group. Prior to joining DWR, Mr.
Oelsner held positions at The First Boston Corporation as a member of the
Research and Investment Banking Departments from 1967 to 1981. Mr. Oelsner
received his M.B.A. in Finance from the Columbia University Graduate School of
Business in 1966 and an A.B. in Politics from Princeton University in 1964. 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 37, is a Director of the General Partner. Mr. Murray
is also a Director of DWFCM. Mr. Murray, currently a Senior Vice President of
DWR's Managed Futures Department and is the Senior Administrative Officer of
DWFCM. Mr. Murray began his career at DWR in 1984 and is currently the Director
of Product Development for the Managed Futures Department. He is responsible for
the development and maintenance of the proprietary Fund Management System
utilized by DWFCM and Demeter in organizing information and producing reports
for monitoring clients' accounts. Mr. Murray currently serves as a Director of
the Managed Funds Association. Mr. Murray graduated from Geneseo State
University in May 1983 with a B.A. degree in Finance.

Patti L. Behnke, age 37, 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 First Vice President and
Director of Financial Reporting and Managed Futures Accounting in DWR's
Individual Asset Management Group. Prior to joining DWR, Ms. Behnke held
positions of increasing responsibility at

71
<PAGE>
L.F. Rothschild & Co. and Cartwell Savings Bank. Ms. Behnke began her career at
Arthur Andersen & Co., where she was employed in the credit division from 1982
to 1986. She is a member of the AICPA and the New York State Society of
Certified Public Accountants.

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.

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.

As of the date of this Prospectus, Mark J. Hawley, President and a Director
of the General Partner, owned 20 Units of Spectrum Select, which amount is less
than 1% of the outstanding Units of such Partnership. As of the date of this
Prospectus, Mr. Hawley did not beneficially own Units of any other Partnership,
and none of the other directors or executive officers of the General Partner
beneficially owned Units of any Partnership.

THE TRADING ADVISORS

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 Advisors. The following is a brief description of general approaches
used in trading futures interests, followed by specific information relating to
each of the Trading Advisors of the Spectrum Series.

A Trading Advisor's registration with the CFTC or its membership in the NFA
should not be taken as an indication that any such agency has recommended or
approved the Trading Advisor.

GENERAL DESCRIPTION OF TRADING APPROACHES

SYSTEMATIC AND DISCRETIONARY. Trading Advisors 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 Advisor'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.

72
<PAGE>
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 Advisors 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 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 Advisors 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 Advisors 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 Advisor is likely to incur substantial
losses.

RISK CONTROL TECHNIQUES. As will be apparent from the following descriptions
of the respective Trading Advisors' trading programs, 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 Advisors 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 Advisor 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 Advisor'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 Advisors' trading approach, unless the
General Partner is informed of such change and considers such change to be
material.

73
<PAGE>
In addition to the continually changing character of trading methods, the
futures markets themselves are continually changing. Each Trading Advisor may,
in its sole discretion, elect to trade certain futures interests to the
exclusion of others in its programs depending upon the Trading Advisor's view of
the markets.

THE TRADING ADVISORS

The following contains the biographies of the principals and brief summaries
of trading programs of the Trading Advisors selected for each of the
Partnerships. The success of each Partnership is dependent upon the collective
success of its Trading Advisors 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 Advisor
descriptions, as trading methods are proprietary and confidential. Over time the
Trading Advisors selected for a Partnership may change, and the individual
Trading Advisors, even if they continue to trade for a Partnership, may make
substantial modifications to their trading programs.

The following descriptions of the Trading Advisors 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 Advisor's
trading program. Furthermore, certain Trading Advisors may have chosen to refer
to specific aspects of their trading programs, which aspects may also be
applicable to other Trading Advisors which did not choose to make specific
reference to these aspects of their own trading 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 ADVISOR WILL TRADE
PROFITABLY OR AVOID SUBSTANTIAL LOSSES.

DEAN WITTER SPECTRUM STRATEGIC L.P.

1. BLENHEIM INVESTMENTS, INC.

Blenheim is a New Jersey corporation which was formed in 1988 to provide
commodity trading advisory services to clients. Blenheim has been registered
with the CFTC as a CTA and CPO since March 1989, and is a member of the 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, DWR, CFI, or any other Trading Advisor for the Partnerships.

The principals of Blenheim are as follows:

Mr. Willem Kooyker, 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

74
<PAGE>
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 has been trading commodity accounts since 1964.

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., an inactive CPO and CTA.

James E. Gaffney, is the Vice President of Blenheim and is responsible for
corporate finance and investor relations. Since January 1996, Mr. Gaffney has
also been President of Valentis Investment Management, Inc., a consulting
company. From January 1996 through October 1997 Mr. Gaffney was Vice President
of Mountain Trading, Inc. ("Mountain"), a CTA. 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 39, 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 program described below.

THE BLENHEIM TRADING PROGRAM

Blenheim's trading program was developed by Mr. Kooyker. The objective of
Blenheim's Global Markets Strategy, which is employed on behalf of Spectrum
Strategic, 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 program. 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

75
<PAGE>
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.

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; however, 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, but will not leverage the
account at more than 50% above the leverage of a standard account.

76
<PAGE>

2. STONEBROOK CAPITAL MANAGEMENT, INC.

Stonebrook is a Delaware corporation which has been registered with the CFTC
as a CTA since July 1993, and is a member of the NFA in that capacity.
Stonebrook's principal office is located at 40 Exchange Place, Suite 1866, New
York, New York 10005. Stonebrook was founded in 1993 by Jerome D. Abernathy.
Stonebrook is not affiliated with the General Partner, DWR, CFI, or any other
Trading Advisor for the Partnerships.

The principals of Stonebrook are as follows:

Mr. Jerome D. Abernathy is President of Stonebrook and, in this capacity,
has ultimate responsibility for all trading decisions. From July 1991 through
March 1992, Mr. Abernathy was Director of Research at Moore Capital Management,
Inc. ("Moore Capital"), a registered CTA and CPO in New York. From March 1992
through May 1993, Mr. Abernathy was Director of Systems Trading for Investment
Management Services, Inc. ("IMS"), a registered introducing broker affiliated
with Moore Capital. As Director of Research, Mr. Abernathy was responsible for
developing and supervising Moore Capital's research and technology efforts. As
Director of Systems Trading for IMS, Mr. Abernathy was responsible for trading
IMS Global I, an offshore derivatives fund. Mr. Abernathy holds a B.S. in
Electrical Engineering from Howard University in Washington D.C. and both an
S.M. and Ph.D. in Electrical Engineering and Computer Science from the
Massachusetts Institute of Technology in Cambridge, MA. Mr. Abernathy also
attended the Sloan School of Management at MIT where he studied finance.

Mr. Timothy C. Lee directs short-term technical trading and research. From
March 1992 through May 1993, Mr. Lee was a research analyst and trader for IMS.
In this capacity, Mr. Lee contributed to the trading decisions for the IMS
Global I as well as developing fundamental and technical trading strategies.
Since May 1993, he has worked with Mr. Abernathy on the organization and
operation of Stonebrook. From September 1991 through March 1992, Mr. Lee was
employed by Moore Capital as a research analyst and trader. During this period
Mr. Lee also managed an account for Moore Capital. Mr. Lee received his B.S. in
Operations Research from the Columbia University School of Engineering and
Applied Sciences in 1990.

Stonebrook 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 Stonebrook trading program described below.

THE STONEBROOK TRADING PROGRAM

Stonebrook's trading philosophy is to attempt to achieve consistent
long-term capital appreciation while adhering to volatility control and risk
management principles through the speculative trading of commodity interests,
including foreign currencies (both on a spot and forward basis) and related
derivative instruments (such as foreign currency futures contracts and options
on such futures contracts). Stonebrook will trade in derivative instruments
based upon fixed-income debt securities (such as interest rate futures contracts
and options thereon) and worldwide stock indices. Stonebrook may also trade in
derivative instruments based on petroleum products, precious metals, and various
other commodities and securities.

Stonebrook's trading approach is a blend of technical and fundamental
techniques. Technical analysis is used for timing trades and identifying market
disequilibria. Fundamental analysis is used to anticipate policy changes and
trends that lead to profitable trading opportunities. Stonebrook combines the
technical and fundamental methods with a disciplined risk control methodology.

Stonebrook may change its trading methods without notice and there is no
assurance that Stonebrook's approach to trading will yield the same results as
it has in the past.

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, may vary significantly according to market conditions, the percentage
gained or lost in that account, the size of the given account, the brokerage

77
<PAGE>
commissions charged to the account, the management and incentive fees charged to
the account, and when the account commenced trading. For these reasons no
investor should expect necessarily the same performance as that of any other
account traded by Stonebrook.

Stonebrook intends to focus its trading on the fixed-income, foreign
currency, and stock index markets worldwide. The list of countries with respect
to which futures interests are traded includes but is not limited to the United
States, Canada, the United Kingdom, France, Germany, Spain, Italy, Japan,
Australia, Singapore, and various emerging markets. Stonebrook may also trade
other markets such as metals, energies, and other commodities as opportunities
arise.

Stonebrook generally employs a margin-to-equity ratio of approximately 10%
to 20%, but such ratio may be higher at certain times.

PAST PERFORMANCE OF STONEBROOK

Stonebrook and its principals have established a performance history in the
client accounts for which they have acted as CTA. The assets of Spectrum
Strategic allocated to Stonebrook are allocated to its trading program, which is
described above.

Performance history is also shown for accounts previously managed by one of
Stonebrook's principals, all of which accounts are closed.

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 STONEBROOK OR SPECTRUM
STRATEGIC IN THE FUTURE, SINCE PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE
RESULTS AND OTHER TRADING ADVISORS WILL BE INVESTING FUNDS OF SUCH PARTNERSHIP.
THERE CAN BE NO ASSURANCE THAT STONEBROOK 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.

STONEBROOK CAPITAL MANAGEMENT, INC.
STONEBROOK TRADING PROGRAM

Capsule I reflects the composite performance information of Stonebrook
Capital Management Inc.'s trading program, which will trade a portion of the
assets of Spectrum Strategic.

CAPSULE I

<TABLE>
<S> <C>
Name of CTA: Stonebrook Capital Management, Inc.
Name of program: Stonebrook Trading Program
Inception of trading by CTA: November 1993
Inception of trading in program: November 1993
Number of open accounts: 20
Aggregate assets overall: $48,439,037 (notional included);
Aggregate assets in program: $18,002,198 (notional excluded)
Worst Monthly % Drawdown* (month/year): (1.44)% - 2/94
Worst Month-End Peak-to-Valley Drawdown*: (6.15)% - 1/94-8/94
1998 year to date return (2 months): 2.59%
1997 annual return: 1.27%
1996 annual return: 11.09%
1995 annual return: 18.20%
1994 annual return: 0.88%
1993 annual return: 0.76%
</TABLE>

* "Drawdown" means losses experienced by an account over a specified period.

The footnote following these Capsules is an integral part of Capsule I.

78
<PAGE>
Capsule II reflects the composite performance results of accounts previously
managed by one of Stonebrook's principals, all of which accounts are closed.

CAPSULE II

<TABLE>
<S> <C>
Name of CTA: Jerome D. Abernathy
Name of Program: Abernathy Trading Program
Inception of trading by CTA: March 1992
Inception of trading in program: March 1992
Number of open accounts: 0
Aggregate assets overall: $0
Aggregate assets in program: $0
Worst Monthly % Drawdown* (month/year): (0.36)% - 12/92
Worst Month-End peak-to-valley drawdown*: (0.36)% - 12/92
1993 period return (4 months): 4.89%
1992 period return (10 months): 23.65%
</TABLE>

* "Drawdown" means losses experienced by an account over a specified period.

FOOTNOTE TO CAPSULE I

For the periods beginning after August, 1994, Stonebrook adopted a 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 use of the Fully-Funded Subset method, the Advisory requires that
certain computations to 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. Stonebrook has performed these
computations for periods subsequent to August, 1994. However, because Stonebrook
had no fully-funded accounts before July, 1994, the Fully-Funded Subset method
has not been used prior to September, 1994. Instead, the RORs reported are based
upon a computation which uses the Nominal Values of the accounts included in the
composite table. Stonebrook believes that this method yields the same RORs as
the Fully-Funded Subset method and the RORs presented in the performance table
are representative of the trading program for the periods presented.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

While Spectrum Strategic does not trade notional funds, Stonebrook does
accept notionally-funded managed accounts. A notionally-funded account allows a
client to specify the level of trading and risk that will be assigned to an
account. For example, a 50% notional account would have twice the potential for
profits as well as twice the risk as a fully-funded account. A person
considering directly opening a notional account with Stonebrook should consider
the following table and accompanying footnotes (this is not applicable to an
investment in Spectrum Strategic):

<TABLE>
<CAPTION>
ACTUAL RATE
OF RETURN (1) RETURNS BASED ON VARIOUS FUNDING LEVELS (3)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------

% % % % %
30 30 60 75 100
20 20 40 50 67
10 10 20 25 33
0 0 0 0 0
- -10 -10 -20 -25 -33
- -20 -20 -40 -50 -67
- -30 -30 -60 -75 -100
- ---------------------------------------------------------------------------------------------------
Level of Funding (2) 100 50 40 30
</TABLE>

FOOTNOTES TO MATRIX

(1) This column represents the range of actual rates of return for fully-funded
accounts reflected in Capsule II.

79
<PAGE>

(2) This represents the percentage of actual funds divided by the fully-funded
trading level. Funding levels selected include most common funding
percentages selected and the lowest level of funding allowed by Stonebrook.

(3) These columns represent the rate of return experienced by customers at
various levels of funding traded by the advisor. The rates of returns for
accounts that are not fully-funded are inversely proportional to the actual
rates of returns based on the percentage level of funding.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

3. 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 CPO and
CTA since May 1988 and is a member of the NFA in such capacities. In addition,
Doublewood, Inc. ("Doublewood") and Union Spring Asset Management, Inc. ("Union
Spring") are registered CPOs and CTAs. None of Willowbridge, Doublewood, or
Union Spring is affiliated with the General Partner, DWR, CFI, or any other
Trading Advisor for the Partnerships. The trading Principals of Willowbridge are
Philip L. Yang and Michael Y. Gan.

The principals of Willowbridge are as follows:

Mr. Philip L. Yang 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 CPO and a CTA and is a member of the NFA in such
capacities. He is also a Principal and an AP of Doublewood and Union Spring.
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. He co-authored with Richard G. Faux, Jr. "Managed Futures: The
Convergence with Hedge Funds," a chapter in EVALUATING AND IMPLEMENTING HEDGE
FUND STRATEGIES, a book published in 1996 by Euromoney Publications

Mr. Michael Y. Gan has been the Executive Vice-President of Willowbridge
since September 1, 1992. Mr. Gan is registered as an AP of Willowbridge. He is
individually registered with the CFTC as a CPO and a CTA and is a member of the
NFA in such capacities. He is also a Principal and an AP of Doublewood and Union
Spring. 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.

Ms. Theresa C. Morris is the Senior Vice President of Willowbridge. Ms.
Morris has been employed by Willowbridge since its inception in August 1988, and
is registered as an AP of Willowbridge. Ms. Morris is also a Principal and an AP
of Doublewood and Union Spring. 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 over twenty years of experience in
the futures and financial industry. She attended Brookdale College, majoring in
international business.

Mr. Richard G. Faux, Jr. has been Executive Director of Willowbridge since
April 1995. He is registered as an AP and a Principal of Willowbridge. He is
also an AP of Doublewood, and President and a Principal and an AP of Union
Spring. Mr. Faux co-founded MC Baldwin Financial Company ("MC Baldwin") in 1989
and served as its Co-Chief Executive until April 1995. MC Baldwin is an
international trading manager which develops

80
<PAGE>
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 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.

Mr. John C. Plimpton 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 maintaining client service.
Mr. Plimpton is registered as an AP and a Principal of Willowbridge. His prior
futures industry experience was with Beacon Management Corporation (USA), a CTA
and CPO, 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.

Mr. James J. O'Donnell is Vice President of Willowbridge. He oversees
Willowbridge's computer and information needs, including trading information
systems, accounting information systems and support for ongoing research of new
computerized trading systems and effectiveness testing of existing trading
systems. Mr. O'Donnell has been employed by Willowbridge since September 1,
1992. From June 1987 through August 1992, Mr. O'Donnell was Manager of Computer
Information Systems at Caxton Corporation. From April 1979 through May 1987, Mr.
O'Donnell was manager of Research Information Systems at Commodities
Corporation. Prior to that, he was employed by Penn Mutual from September 1973
through March 1979 as Senior Programmer Analyst. He is a graduate of LaSalle
University with a B.A. in mathematics.

Mr. Steven R. Crane is a Vice President of Willowbridge. He oversees the
accounting and financial reporting for Willowbridge. Mr. Crane has been employed
by Willowbridge since April 1993. Prior to that, he was employed by Caxton
Corporation from April 1992 to April 1993 as a Senior Accountant. From September
1989 through April 1992, Mr. Crane worked as a Senior Auditor for Deloitte &
Touche LLP. Mr. Crane is a Certified Public Accountant and a member of the
AICPA. He graduated magna cum laude from North Carolina State University with a
B.A. in accounting.

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, its principals and their families, its employees, and its
affiliates, have traded, and may continue to trade, futures interests contracts
for their own accounts. Such trades may or may not be in accordance with the
Willowbridge trading strategies described below.

THE WILLOWBRIDGE TRADING PROGRAM

Willowbridge's trading strategies are available only through one of its four
"investment programs." An investment program consists of one or more trading
strategies or a combination thereof. Willowbridge currently offers four
Investment Programs: the Select Investment Program; the Currency Investment
Program; the Primary Investment Program; and the Currency, Financials and Metals
Investment Program. Set forth below is a brief description of the Select
Investment Program which is 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. As of the
date of this Prospectus, of the Spectrum Strategic assets allocated to
Willowbridge, all have been allocated 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 are selected from a wide variety of futures
contracts,

81
<PAGE>
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. Mr. Yang reserves the right to change
the portfolio composition of XLIM. While trading decisions are based on
fundamental and technical market analysis, of equal importance is the anecdotal
information Mr. Yang pieces together about specific market opportunities. He
then develops expectations and formulates reward-to-risk judgments about the
markets. Mr. Yang emphasizes only a small number of core positions at any time,
selecting those for which he believes the reward-to-risk is the most favorable
and for which he believes he has an advantage over conventional market
expectations. Only a small amount of capital is initially risked; incremental
positions are then added as open equity profits are built up. Likewise the
additional positions are liquidated if the market moves against them. 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 trades are selected from a wide variety of futures contracts, forwards,
spot and options, on United States and international markets, including, but not
limited to, financial instruments, currencies, precious and base metals, and
agricultural commodities.

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 has a relatively slower time horizon than Vulcan
and its 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 effort 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.

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.
Siren's time frame is generally 18 to 25 trading days.

As the trading programs used by Willowbridge are proprietary and
confidential, the discussion above is necessarily of a general nature and is not
intended to be exhaustive. Willowbridge reserves the right to alter its trading
programs without prior approval by, or notice to, its clients.

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 continued
until December 31, 2001 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.

82
<PAGE>
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.
Mr. Gan reserves the right to change the portfolio composition of MTech.

For each of the five Willowbridge trading systems ("Systems"), risk is
managed on a market by market level as well as on an overall portfolio level. On
the market level, risk is managed primarily by utilizing proprietary volatility
filters. When these filters detect a certain excessive level of volatility in
the markets traded, they will signal that the Systems should no longer be
trading in the markets in which the filters have detected excessive volatility.
In this way, the Systems do not participate in markets in which there are
extremes in market action. On the portfolio level, risk is managed by utilizing
a proprietary portfolio cutback rule. When cumulative profits have reached a
certain level, this rule determines that positions should be halved across the
entire portfolio. In this way, risk is reduced while allowing the Systems to
continue to participate in the markets, albeit at a reduced level. After the
portfolio has been traded at half, the rule will then determine when to increase
positions to again trade at the full level.

DEAN WITTER SPECTRUM TECHNICAL L.P.

Spectrum Technical seek as its investment objective to achieve capital
appreciation by allocating its assets to Trading Advisors whose trading programs
utilize various proprietary technical long-term trend-following systems.

The Trading Advisors for Spectrum Technical are Campbell & Company, Inc.
("Campbell"), Chesapeake Capital Corporation ("Chesapeake"), and John W. Henry &
Company, Inc. ("JWH"-Registered Trademark-). A description of each Trading
Advisor and its principals and trading programs is presented below.

1. 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 CTA since May 1978 and is a member of the NFA in
such capacity. Campbell's principal place of business is located at 210 W.
Pennsylvania Ave., Suite 770, Baltimore, MD 21204. Campbell is not affiliated
with the General Partner, DWR, CFI, or any other Trading Advisor for the
Partnerships.

The principals of Campbell are as follows:

Mr. Richard M. Bell serves as a Senior Vice-President--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.

Mr. D. Keith Campbell has served as Chairman of the Board of Campbell since
it began operations and was President until January 1994, and Chief Executive
Officer until January 1, 1998. 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 CTA 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 CPO and is a member of the NFA in such capacity.
He is registered as an AP of Campbell.

Mr. William C. Clarke, III joined Campbell in June, 1977. He is an 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 AP of
Campbell.

83
<PAGE>
Mr. Bruce L. Cleland joined Campbell in January, 1993. Mr. Cleland serves as
President, Chief Executive Officer and a Director of Campbell. From May, 1986
through December, 1992 Mr. Cleland served in various principal roles with the
following firms; President, F&G Management, Inc., a CTA; President,
Institutional Brokerage Corp., a floor broker; Principal, Institutional Advisory
Corp., a CTA and CPO; Principal, Hewlett Trading Corporation, a CPO; 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.

Xiaohua Hu serves as a Vice President--Research. Mr. Hu has been employed by
Campbell since 1994 in the Research Department, where he has a major role in the
ongoing research and development of Campbell's trading systems. From 1992 to
1994 Mr. Hu was employed in Japan by Line System as a software engineer, where
he participated in the research and development of computer software, including
programs for production systems control and software development. Mr. Hu
received his B.A. in Manufacturing Engineering from Changsha University of
Technology in China in 1982. He went on to receive an M.A. and Ph.D. in Systems
and Information Engineering from the Toyohashi University of Technology, in
Japan, in 1987 and 1992 respectively. During his studies at Toyohashi, Xiaohua
was also a Visiting Researcher in Computer Science and Operations Research and
published several research papers.

Phil Lindner, serves as Vice President--Information Technology. Mr. Lindner
has been employed by Campbell since October, 1994, became the IT Director in
March, 1996, and Vice President in January, 1998. Mr. Lindner oversees
Campbell's computer and telecommunications systems, including a staff of
programmers that program proprietary applications for Campbell's Trading, Fund
Administration, and Accounting functions, and provide complete computer systems
support to all Campbell employees. Prior to joining Campbell, Mr. Lindner worked
as a programmer and manager for Amtote, a provider of race-track computer
systems.

Mr. James M. Little serves as Executive 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, Inc., a registered CPO 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 AP of Campbell.

Ms. 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.

V. Todd Miller serves as a Vice President--Research. Mr. Miller has been
employed by Campbell since 1994 in the Research Department, where he has a major
role in the ongoing research and development of Campbell's trading systems. From
1993 to 1994, Mr. Miller was an assistant professor in the department of
Computer Information Science at the University of Florida, where he taught
classes in object oriented programming, numerical analysis, and programming in
C, C++ and LISP. Mr. Miller holds a variety of degrees from the University of
Florida, beginning with an Associates degree in architecture. He followed that
in 1986 with a B.A. in Business with a concentration in computer science. In
1988 he received his M.A. in Engineering with a concentration in artificial
intelligence. He completed his education in 1993 with a Ph.D. in Engineering
with a concentration in computer simulation.

Albert Nigrin serves as a Vice President--Research. Mr. Nigrin has been
employed by Campbell since 1995 in the Research Department, where he has a major
role in the ongoing research and development of Campbell's trading systems. From
1991-1995 Mr. Nigrin was an assistant professor in the department of Computer
Science and Information Systems at American University in Washington D.C., where
he taught classes in artificial intelligence, computer programming and
algorithms to both graduate and undergraduate students. While

84
<PAGE>
teaching, he also wrote and published a book with MIT Press, NEURAL NETWORKS FOR
PATTERN RECOGNITION. Mr. Nigrin received a B.A. in Electrical Engineering in
1984 from Drexel University. He then proceeded directly to a Ph.D. program and
received his degree in Computer Science in 1990 from Duke University, where his
doctoral studies concentrated in the areas of artificial intelligence and neural
networks.

Markus Rutishauser serves as Vice President--Trading, and has been employed
by Campbell since October, 1993, with responsibility for day-to-day foreign
exchange trading. Prior to joining Campbell, Mr. Rutishauser worked two years at
Maryland National Bank in Baltimore as an Assistant Vice President in foreign
exchange trading. Prior to that, Mr. Rutishauser was employed by Union Bank of
Switzerland, spending four years in their Zurich office and another four years
in their New York office, in the Foreign Exchange Department. Mr. Rutishauser
graduated from the University of Fairfield with a degree in Finance. He
subsequently completed his MBA at the University of Baltimore in January, 1996.

Mr. 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.

Mr. C. Douglas York has been employed by Campbell since November 1992. He is
a Senior Vice President-- Trading. 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.

There have been no administrative, civil or criminal actions, pending, on
appeal or concluded against Campbell or its principals during the five years
preceding the date of this Prospectus.

Any principal of Campbell may trade futures interests for his or her own
accounts. In addition, Campbell manages proprietary accounts for its deferred
compensation plan and principals. 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. Such trades
may or may not be in accordance with the Campbell trading program described
below.

THE CAMPBELL TRADING PROGRAM

Campbell trades the assets allocated to it by the Partnership pursuant to
its Financial, Metal & Energy Large Portfolio. The Financial, Metal & Energy
Large 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.

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.

Campbell renders trading decisions for all its Portfolios based on its
proprietary technical trend-following models. These models are designed to
follow intermediate to long-term price trends and also utilize quantitative
portfolio management analysis. The principal objective of the models is to
profit from major and sustained price trends. The basic concepts on which they
are built were developed through research efforts in 1976 and 1980. Since that
time, Campbell's systems have continued to evolve as ongoing research and
increased computing power expand its analysis and understanding of price and
market parameters.

Campbell has two main trend-following trading models. The differences
between the two models are primarily in their sensitivity to price action. One
model, for example, may assume positions relatively quickly and place
comparatively close stop-loss orders on market entry while the other model may
tend to assume positions less quickly and consolidate profits, where available,
more slowly than the first model. Furthermore, each model may vary as to the
time or price at which the transaction determined by it is signaled. For
example, one model may attempt a transaction at any time during the day that a
price objective is reached, and the other

85
<PAGE>
may attempt a transaction at the opening of the market or at the close of
trading on the same day. On occasion one of the models may trigger a long
position signal in one delivery month while the other model recommends a short
position in another delivery month of the same 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 models might
temporarily recommend opposing positions in the same delivery month of the same
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 model independent of what the other model may be
recommending. Campbell believes that utilizing more than one trading model on
the same account offers diversification, and is most beneficial when numerous
contracts of each commodity are traded.

Over the past several years, Campbell's research has resulted in several
changes that have increased the quality of returns (i.e., decreased variability
or volatility of performance, while still maintaining attractive returns).

First, a number of additional markets were added. Most of these were foreign
markets with low correlation to the existing markets traded, thus overall
diversity of the portfolios was increased. Additional markets may again be added
in the future. Some markets may also be deleted from time to time if their
performance does not meet expectations.

Second, an additional set of parameters was added to each trading model, as
it was found that using several different parameter sets to measure market
movement also increased diversity and smoothed the volatility of performance.
This improved quality of performance allowed for an increase in leverage.

Third, a "risk reduction" method was added to our models to analyze market
volatility and make adjustments to market positions. Over the course of a
long-term trend, there are times when the risk (volatility) of the market is not
justified by the potential reward. Risk reduction assesses the risk/reward ratio
of the trend, and if this ratio becomes imbalanced, the model is signaled to
exit the trade, prior to the end of the trend. While there is some risk to this
method (for example, being out of the market during a significant, fast moving
trend), research indicates that it has also added to the smoothing of
performance.

A third trading model, which includes both trending and contra-trending
components, is now being used for certain markets. Campbell may in the future
develop additional trading systems and modify models 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, but will not trade such agreements, instruments, and contracts for
the Partnership.

2. CHESAPEAKE CAPITAL CORPORATION

Chesapeake was incorporated under the laws of the Commonwealth of Virginia
in February 1988 for the purpose of offering investment advisory and portfolio
management services to both retail and institutional

86
<PAGE>
investors in trading futures interest contracts. 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 CTA and as a
CPO 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. All business records will be kept
at Chesapeake's principal place of business. Chesapeake is not affiliated with
the General Partner, DWR, CFI, or any other Trading Advisor for the
Partnerships.

The principals of Chesapeake are as follows:

Mr. R. Jerry Parker, Jr., 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 in Virginia in 1982. From November 1983
until January 1987, Mr. Parker was employed as an exempt CTA by Mr. Richard J.
Dennis, a principal and shareholder of Richard J. Dennis & Company, a
Chicago-based CTA and CPO 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 CTA. From November 1983 through February 1988, 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 Chairman of the
Board of Directors, Chief Executive Officer and a Principal.

Mr. John M. Hoade received a B.S. degree in Business Administration from
Lynchburg College in 1978. From September 1976 through December 1990, Mr. Hoade
was employed by Thurston Metals, Inc., a distributor and processor of specialty
metals, located in Lynchburg, Virginia, in sales, marketing and general
management. Mr. Hoade joined Chesapeake in December 1990 to direct the
operations and the marketing efforts of the company. Mr. Hoade is President,
Secretary, and a Principal of Chesapeake.

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 program described below.

THE CHESAPEAKE TRADING PROGRAM

Prior to June 1, 1998, the assets allocated to Chesapeake have been traded
pursuant to its Diversified Program and its Financial and Metals Program.
Effective June 1, 1998, the assets of the Partnership allocated to Chesapeake
and traded pursuant to its "Diversified Program" will be traded pursuant to its
"Diversified 2XL Program." All assets of the Partnership allocated to Chesapeake
and traded pursuant to its "Financials and Metals Program" will be reallocated,
50% to Chesapeake, to be traded pursuant to its Diversified 2XL Program, and 50%
to Campbell, to be traded pursuant to its Financial, Metal & Energy Large
Portfolio. All future allocations of Partnership assets to Chesapeake will be
traded solely pursuant to its Diversified 2XL Program.

The Diversified 2XL Program emphasizes a maximum range of diversification
with a global portfolio of futures interests, including, but 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 investment programs currently offered by Chesapeake are the "Diversified
Program," the "Diversified 2XL Program" and the "Financials and Metals Program"
(the "Trading Programs"). The Diversified 2XL Program, which Chesapeake will
trade for the Partnership, began trading in April 1994. The Diversified 2XL
Program utilizes the same trading system as the Diversified Program, except that
the Diversified 2XL Program is traded on an upleveraged basis equal to
approximately two times the leverage typically applied to a fully-funded
Diversified Program account. The Diversified Program is Chesapeake's longest
operating investment portfolio, with a performance record beginning in February
1988. While all of the Trading Programs employ the same general trading
methodology, as described below, they differ in their emphasis on certain
markets or

87
<PAGE>
market sectors and the 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.

Chesapeake believes that future price movements in all markets may be more
accurately anticipated by historical price movements within a quantitative or
technical analysis than 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 in nature.

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 and volume.

The results 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 Diversified 2XL Program is 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 Diversified 2XL
Program, will be profitable in the future. In addition, the future profitability
of the Diversified 2XL Program 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, a trend following 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.

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 has generally used between 10% and 30% of the equity in a
fully-funded Diversified Program account as original margin for trading, but at
times the margin-to-equity ratio can be higher. The Financials and Metals
Program generally utilized a somewhat lower margin-to-equity ratio than the
Diversified Program. The Diversified 2XL Program generally trades at
approximately double the Diversified Program level.

88
<PAGE>
Decisions concerning the liquidation of positions, the futures interests to
be traded and the size of positions to be taken or maintained will require to
some degree the exercise of judgment by Chesapeake. A decision not to trade
certain futures interests due to lack of liquidity, excess volatility or any
other reason may result at times in clients (such as the Partnership) missing
significant profit opportunities which might otherwise have been captured by
Chesapeake.

The trading strategies and systems utilized by Chesapeake's Trading
Programs, including the Diversified 2XL Program, may be revised from time to
time by Chesapeake, as a result of ongoing research and development which seeks
to devise new trading strategies and systems, as well as test methods currently
employed. The trading strategies and systems used by Chesapeake in the future
may differ significantly from those presently used, due to the changes which may
result from this research.

3. JOHN W. HENRY & COMPANY, INC.

JWH, a Florida corporation, is a United States-based global investment
management corporation with offices located at 301 Yamato Road, Suite 2200, Boca
Raton, Florida and at One Glendinning Place, Westport, Connecticut 06880. As of
January 31, JWH managed approximately 2.3 billion in client assets. JWH's asset
management services utilize global foreign exchange, financial futures, and
commodities markets. In addition to publicly offered commodity pools such as
Spectrum Technical, JWH manages assets for leading money center banks, brokerage
firms, retirement plans, insurance companies, multinational corporations,
private banks, and family offices spanning the Americas, Europe and Asia.

JWH 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 CTA. JWH reincorporated in the state of Florida in 1997. The sole
shareholder of JWH is the John W. Henry Trust dated July 27, 1990. The trustee
and sole beneficiary of the Trust is John W. Henry. The firm is registered as a
CTA and a CPO with the CFTC and is a member of the NFA in such capacities. JWH
is not affiliated with the General Partner, DWR, CFI or any of the other Trading
Advisors 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. Mr. Henry
is also a member of the Investment Policy Committee of JWH. 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 sixteen
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 potential 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 Westport Capital Management
Corporation, Global Capital Management Limited, JWH Investment Management, Inc.,
JWH Asset Management, Inc., and JWH Financial Products, 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 vice chairman, counsel to the firm, and a member of
the JWH Board of Directors. He is also vice chairman and a director of JWH Asset
Management, Inc., and JWH Financial Products, 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 ("MFA"). Mr. Mitchell is currently a member of the CPO/CTA Advisor
Advisory Committee and the Special Committee for the Review of a Multi-tiered
Regulatory Approach to NFA Rules,

89
<PAGE>
both of the NFA. In addition, he has served as a member of the Government
Relations Committee of the MFA 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.

Ms. Elizabeth A.M. Kenton is chief administrative officer, a senior vice
president, and the director of compliance 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 senior
vice president of JWH Investment Management, Inc., a director of Westport
Capital Management Corporation, the vice president of JWH Asset Management, Inc.
and JWH Financial Products, 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.

Mr. David M. Kozak is general counsel, vice president and secretary of JWH.
He is also secretary of JWH Investment Management, Inc., JWH Asset Management,
Inc., JWH Financial Products, Inc., and a director and secretary of Westport
Capital Management Corporation. Prior to joining JWH in September 1995, Mr.
Kozak was employed at Chapman and Cutler, where he was an associate from
September 1983 and as a partner from 1989. Mr. Kozak has concentrated in
commodity futures law since 1981, with emphasis in the area of commodity money
management. Mr. Kozak is currently a director of the MFA, chairman of the
Subcommittee on CTA and CPO issues of the Futures Regulation Committee of the
Bar Association of the City of New York, a member of the Government Relations
Committee of the MFA, 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.

Mr. Kevin S. Koshi is an executive vice president and a member of the
Investment Policy Committee of JWH. Mr. Koshi is responsible for the
implementation and oversight of the firm's proprietary strategies and
investment. 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. Matt Driscoll is chief trader, vice president and a member of the
Investment Policy Committee of JWH. He is responsible for the supervision and
administration of all aspects of order execution strategies and implementation
of trading policies and procedures. Mr. Driscoll joined JWH in March 1991 as a
member of its trading department. Since joining the firm, he has held positions
of increasing responsibility as they relate to the development and
implementation of JWH's trading strategies and procedures. In 1993, Mr. Driscoll
was promoted to manager of JWH's overseas trading desk. He has played a major
role in the development of JWH's 24 hour trading operation. Mr. Driscoll
attended Pace University.

Mr. Barry S. Fox is the director of research and is a member of the
Investment Policy Committee of JWH. Mr. Fox is responsible for the design and
testing of existing and new programs. He also supports and maintains the
proprietary systems 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 departments. 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 Company as
a product specialist for foreign exchange and treasury options trading. He
received a B.S. in Business Administration from the University of Buffalo.

Mr. Michael J. Scoyni is a managing director of JWH. 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 director of investor services and a vice
president of JWH. Mr. Deakins is responsible for general business development
and oversees the investor services function. Prior to joining JWH

90
<PAGE>
in August 1995, he was a vice president of 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. He received a B.A. in
Economics from Hartwick College.

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 Investment Management, Inc.,
JWH Asset Management, Inc., and JWH Financial Products, Inc. Mr. Twist joined
JWH as internal projects manager in September 1991. Mr. Twist's responsibilities
include assistance in the day-to-day administration and internal projects of
JWH's Florida office. 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 O. Fox, C.P.A., is a vice president and the director 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
security industry clients and held 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 from Fairfield University
and an M.B.A. from the University of Connecticut.

Mr. Julius A. Staniewicz is the senior strategist in JWH's Research and
Product Development Department and a member of the Investment Policy Committee
of JWH. He is also President of JWH Asset Management, Inc., and JWH Financial
Products, Inc. Prior to joining JWH in March of 1992, Mr. Staniewicz was
employed with Shearson Lehman Brothers as a financial consultant starting in
April 1991. Prior to that, beginning in 1990, Mr. Staniewicz was a vice
president of Phoenix Asset Management, a CPO and introducing broker, where he
helped develop futures funds for syndication and institutional investors. From
1986 to 1989, Mr. Staniewicz worked in the managed futures department at
Prudential-Bache Securities, Inc., as an assistant vice president and
co-director of managed futures. In this capacity, Mr. Staniewicz oversaw all
aspects of forming and offering futures funds, including the selection and
monitoring of CTAs. Mr. Staniewicz received a B.A. in Economics from Cornell
University.

Ms. Eilene Nicoll is the vice president of trading administration and is a
member of the Investment Policy Committee of JWH. Prior to joining JWH in July
1997, Ms. Nicoll was a vice president beginning in January 1997 at Commercial
Materials, L.L.C., a newly organized corporation which had not yet begun
operations by the time she left in July 1997. She was a vice president and
director at West Course Capital, Inc., a CTA, from January 1994 until it
dissolved in December 1996. At West Course Capital, Inc. Ms. Nicoll was
responsible for operations and administration. Prior to joining West Course
Capital, Inc., she was a vice president at REFCO, Inc. from May 1991 to December
1993. While at REFCO, Inc., she was also a principal of Nikkhah & Nicoll Asset
Management, Inc., a CPO. From January 1991 to May 1991 Ms. Nicoll was employed
by Moore Capital Management, Inc. where she was involved in all aspects of the
commodity trading advisor business, including administration, marketing and
allocation of proprietary capital. Ms. Nicoll received her B.A. in psychology
from Brooklyn College.

Mr. Paul D. Braica, C.P.A. is the managing director of administration of
JWH. He is also treasurer of JWH Financial Products, Inc. Since joining JWH in
April, 1996, Mr. Braica has held positions of increasing responsibility in
internal audit, risk management, and administration. Prior to joining JWH, he
was employed with Ernst & Young LLP as an Auditor from December 1994 to March
1996 and as a Tax Manager from July 1986 to September 1993. From October 1993 to
November 1994 he was the director of fund accounting at Organizer Systems, Inc.
Mr. Braica received his B.A. in Economics from Gettysburg College, his M.B.A.
from Rutgers University and his M.S. in Taxation from Seton Hall University.

Mr. Kevin J. Treacy, F.C.A. is a vice president of JWH. Prior to joining JWH
in September 1997, Mr. Treacy was the chief financial officer of Kenmar Advisory
Corp. ("Kenmar"), a registered CPO, from August 1993 to August 1997. While at
Kenmar, Mr. Treacy was also a principal of multiple Kenmar affiliates which were
registered as CTAs, CPOs and an Introducing Broker. At Kenmar, he was
responsible for corporate finance and administration for the firm and its
affiliates. Beginning in September 1986, Mr. Treacy worked for E.S. Jacobs &

91
<PAGE>
Co., a corporation specializing in leveraged buyouts and venture capital
investments, where he held positions
of increasing responsibility, lastly as the firm's chief financial officer until
July 1993. He received his Bachelor of Commerce and Masters in Accounting from
University College Dublin.

Ms. Florence Sofer is director of marketing of JWH. She is responsible for
the development and implementation of strategic marketing and communications
programs. Ms. Sofer joined JWH as a marketing manager in June 1997 from GAM
Funds, Inc. where she was a marketing manager from June 1994 to May 1997. From
October 1993 to June 1994, Ms. Sofer relocated from Washington, D.C. to New
York, New York. Prior to that she was a senior marketing analyst with MCI
Telecommunications, Inc. from May 1992 to October 1993. She received her B.A. in
Economics and International Relations from The American University and an M.B.A.
with an emphasis in marketing from George Washington University.

Mr. Andrew D. Willard is director of technology of JWH.

Mr. William G. Kelley is a vice president of JWH.

Mr. Robert B. Lendrim is a vice president of JWH.

Ms. Wendy B. Goodyear is a vice president of JWH.

Mr. Mark W. Sprankel is an assistant vice president of JWH.

Mr. Kenneth S. Webster, C.P.A. is an assistant vice president and manager of
investment support of JWH.

Mr. Michael P. Flannery is an assistant vice president of JWH.

LEGAL AND ETHICAL CONCERNS

There neither now exists nor has there ever previously been any
administrative, civil, or criminal action against JWH or its principals which is
material, except that in September 1996, JWH was named as a co-defendant in
purported class action lawsuits filed in the California Superior Court, Los
Angeles County and in the New York Supreme Court, New York County. In November
1996, JWH was named as a co-defendant in a class action complaint filed in the
Superior Court of the State of Delaware, New Castle County that contained
essentially the same allegations as the New York and California complaints.
Additional complaints containing the same allegations as the earlier California
complaints were filed in California in March 1997. The California complaints
were consolidated in May 1997. The New York complaints were consolidated in July
1997. The actions, which seek unspecified damages, purport to be brought on
behalf of investors in certain DWR commodity pools, some of which are advised by
JWH, and are primarily directed at DWR's alleged fraudulent selling practices in
connection with the marketing of those pools. These actions are the same matters
as those discussed under "Certain Litigation." JWH is essentially alleged to
have aided and abetted or directly participated with DWR in those practices. JWH
believes the allegations against it are without merit; it intends to contest
these allegations vigorously and is convinced that it will be shown to have
acted properly and in the best interest of investors.

JWH and Mr. Henry may engage in discretionary trading for their own
accounts, and may trade for the purpose of testing new investment programs and
concepts, as long as such trading does not amount to a breach of fiduciary duty.
In the course of such trading, JWH and Mr. Henry may take positions in their own
accounts which are the same or opposite from client positions due to testing a
new quantitative model or program, a neutral allocation system, and/or trading
pursuant to individual discretionary methods, and on occasion orders may receive
better fills than client accounts. Records for these accounts will not be made
available to clients. Employees and principals of JWH (other than Mr. Henry) are
not permitted to trade on a discretionary basis in futures, options on futures
or forward contracts. However, such principals and employees may invest in
investment vehicles that trade futures, options on futures, or forward
contracts, when an independent trader manages trading in that vehicle, and in
The JWH Employee Fund, L.P., for which JWH is the CTA. The records of these
accounts also will not be made available to clients.

THE INVESTMENT POLICY COMMITTEE (THE "IPC")

The IPC is one vehicle for decision-making at JWH about the content and
application of JWH investment programs. Composition of the IPC, and
participation in its discussions and decisions by non-members, may

92
<PAGE>
vary over time. The IPC is an interdepartmental advisory body which meets
periodically to discuss issues relating to the JWH trading programs and their
application to markets, including research on markets and strategies in relation
to the proprietary trading models employed by JWH. JWH's proprietary research
group may determine new markets which should be traded in given portfolios, or
determine markets which should be removed from given portfolios. Non-proprietary
recommendations from research are then presented to and discussed by the IPC,
which may recommend them to the chairman for approval. Proprietary research
findings are reviewed directly by the chairman before implementation. All
recommendations of the IPC are subject to final approval by the chairman. The
IPC does not make particular trading decisions. The trading department initiates
and liquidates positions and manages JWH portfolios in accordance with the
firm's proprietary trading methodology, which is not overruled unless JWH's
chief trader or director of trading administration determines that doing so is
in the best interest of clients. No trade indications are overruled without the
express approval of the chairman. The chairman may also notify the Trading
Department at any time of special situations which he deems may require a
modification in applying the methodology.

THE JWH INVESTMENT PHILOSOPHY

The basis of the JWH investment philosophy is that prices for all financial
instruments reflect human reactions to external events. Accordingly, it can be
expected that a series of political, economic, social or environmental events
will create patterns of price movements, or trends. When a sequence of similar
events is repeated at a later time, the price trends often reoccur. JWH programs
attempt to capture the profit opportunities created by sustained market
movements.

By conducting analysis on historic price data for commodity markets, the
firm's founder, John W. Henry, developed proprietary systems designed to
identify important price trends and determine optimal entry and exit points.
JWH's comprehensive research has also led to the development of quantitative
models which suggest the appropriate content and weighting for each position in
a global portfolio.

The investment philosophy of JWH is supported by intensive risk management
and continuing research to enhance the application of the underlying
methodologies. Risk is measured and managed in a variety of ways. Within client
portfolios, individual positions are monitored on a stand-alone and
portfolio-weighted basis. Positions are matched with stop-loss provisions which
are altered regularly to reflect changing market conditions.

For more than a decade, JWH has recognized the importance of global trading.
Financial markets around the world are increasingly interrelated, with actions
in one country's markets often influencing markets in other parts of the world.
Many of the JWH investment programs maintain positions in a variety of worldwide
markets in seeking to achieve material benefits from the opportunities
presented.

Procedures built into JWH's programs have been designed to enhance trading
efficiency and preserve client capital. JWH's research on these and other issues
has decreased the overall volatility of JWH's programs while maintaining the
potential for generating attractive performance returns.

A DISCIPLINED INVESTMENT PROCESS

Regardless of recent performance in any one market, or widely held opinions
on future market direction, JWH maintains a disciplined investment process. The
consistent application of JWH's investment techniques facilitates the ability to
participate in rising or falling markets without bias.

The first step in the JWH investment process is the identification of
sustained price movements--or trends--in a given market. While there are many
ways to identify trends, JWH uses mathematical models that attempt to
distinguish real trends from interim volatility. It also presumes that trends
often exceed in duration the expectation of the general marketplace.

JWH's historical performance demonstrates that, because trends often last
longer than most market participants expect, significant returns can be
generated from positions held over a long period of time. As such, JWH attempts
to pare losing positions relatively quickly while allowing profitable positions
to mature. Most losing positions are closed within a few days or weeks, while
others--those where a profitable trend continues--are retained. 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 investment methods have been profitable. Large profits on a few
trades in positions that typically exist for several months

93
<PAGE>
have produced favorable results overall. Generally, most losing positions are
liquidated within weeks. The maximum equity retracement JWH has experienced in
any single program was nearly sixty percent. Clients should understand that
similar or greater drawdowns are possible in the future.

To reduce exposure to volatility in any particular market, most JWH programs
participate in several markets at one time. In total, JWH participates in up to
60 markets, encompassing interest rates, foreign exchange, and commodities such
as agricultural products, energy and precious metals. Most investment programs
maintain a consistent portfolio composition to allow opportunities in as many
major market trends as possible.

Throughout the investment process, risk controls are maintained to reduce
the possibility of an extraordinary loss in any one market. Proprietary research
is conducted on an ongoing basis to refine the JWH investment strategies and
attempt to reduce volatility while maintaining the potential for excellent
performance.

JWH at its sole discretion may override computer-generated 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
quantitative models also include the determination of leverage, commencement of
trading an account, contracts and contract months, and effective trade
execution.

PROGRAM MODIFICATIONS

In an effort to maintain and improve performance, JWH has engaged, and
continues to engage in extensive research. While the basic philosophy underlying
the firm's methodology has remained intact throughout its history, the potential
benefits of employing more than one investment methodology, or in varying
combinations, is a subject of continual testing, review and evaluation.
Extensive research may suggest substitution of alternative investment
methodologies with respect to particular contracts in light of relative
differences in historical performance achieved through testing different
methodologies. 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 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 ("NAV") on the close of business on the
last business day of each month or quarter. In addition, funds may reallocate
capital among advisors at the close of business on the last business day of each
month. In order to provide market exposure commensurate with equity in the
account on the date of these transactions, JWH's general practice is to adjust
positions at a time as near as 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 an NAV that will be the same for each of these
transactions and to eliminate possible

94
<PAGE>
variations in NAVs that could occur as a result of price changes if, for
example, additions were calculated on the first day of the subsequent month.
Therefore, JWH may, in its sole discretion, adjust the investment 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 or, in its sole discretion, delay adjustments to trading for an account to
a date or time after the close of business on the last day of the month. 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.

PHYSICAL OR CASH COMMODITIES

In addition to futures contracts, JWH may from time to time for certain
clients trade spot and forward contracts on physical or cash commodities,
including specifically gold bullion, when it believes that such markets offer
comparable or superior market liquidity or a greater ability to execute
transactions at a single price. Such transactions, as opposed to futures
transactions, relate to the purchase and sale of specific physical commodities.
Whereas futures contracts are generally uniform except for price and delivery
time, cash contracts may differ from each other with respect to such terms as
quantity, grade, mode of shipment, terms of payment, penalties, risk of loss and
the like. There is no limitation on the daily price movements of spot or forward
contracts transacted through banks, brokerage firms or dealers, and those
entities are not required to continue to make markets in any commodity. In
addition, the CFTC does not comprehensively regulate such transactions, which
are subject to the risk of the foregoing entities' failure, inability or refusal
to perform with respect to such contracts.

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, the first
program offered by JWH, offers access to a spectrum of worldwide financial and
nonfinancial futures markets using a disciplined trend identification investment
approach. The program has enjoyed an improved risk/reward profile since 1992,
when the sector allocation was altered and enhanced risk management procedures
were implemented. The Original Investment Program utilizes a long-term
quantitative approach which always maintains a position, either long or short in
every market traded by the program.

THE FINANCIAL AND METALS PORTFOLIO. JWH's most widely recognized program
began trading client capital in October 1984. The Financial and Metals
Portfolio, participates in four major market sectors--currencies, metals,
interest rates and stock indexes--and attempts to deliver attractive
risk-adjusted returns in global financial and precious metals markets. This
program is designed to identify and capitalize on intermediate and long-term
price movements in these markets using a systematic approach to ensure
disciplined investment decisions. If a trend is identified, the program attempts
to take a position; in nontrending market environments, the program may remain
neutral or liquidate open positions. Because assets are concentrated in
financial futures and metals only, volatility can be higher than in a more
diversified portfolio.

DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.

Spectrum Global Balanced seeks as its investment objective to achieve
capital appreciation by allocating its assets to a Trading Advisor whose trading
approach utilizes both fundamental and technical analysis, with an emphasis on
world equity, fixed income and currency markets.

The Trading Advisor for Spectrum Global Balanced is RXR, Inc. ("RXR"). A
description of RXR, its principals and trading program is presented below.

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 CTA since July 1984 and as a CPO since 1983, and is
a member of the NFA in such capacities.

95
<PAGE>
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 with
the SEC. RXR Securities is a member of the NASD and of the NFA. RXR Capital is
registered with the CFTC as a CTA and CPO, is a member of the NFA in such
capacities, and is registered as an investment adviser with the SEC. RXR is not
affiliated with the General Partner, DWR, CFI or any other Trading Advisor for
the Partnerships.

The individual principals of RXR are as follows:

Mr. Mark Rosenberg is the Chairman of the Board, Chief Executive Officer and
a Director of each of RXR, RXR Capital, RXR Group and RXR Securities.

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 alternative asset management.

Mr. Rutherford R. Romaine, is the Vice Chairman, Chief Investment Officer
and a Director of RXR, RXR Capital, RXR Group and RXR Securities. Mr. Romaine is
a co-founder of RXR.

Mr. Romaine is the former Vice Chairman of the Board of Directors of the
Managed Funds 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 RXR
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.

Mr. Peter A. Hinrichs 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 has responsibilities for
Administration, Human Resources and Facilities Management for RXR and its
affiliates. Prior to joining RXR, Mr. Hinrichs spent several years in trading
and administration at Merrill Lynch Futures Inc. and later at Prudential Bache
Securities.

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.

Mr. James F. Tomeo is Senior Vice President and is a Director of The RXR
Group and of RXR. He has been with the firm since 1986. He is the former
Chairman of the International Committee of the Managed Funds Association and is
the U.S. representative to the Education and Research Committee of the
Alternative Investment Management Association based in Europe. Before joining
RXR, Mr. Tomeo worked for Donaldson, Lufkin and Jenrette as an alternative
investment consultant and for the LTV Corporation in New York. Mr. Tomeo
graduated from Bucknell University in 1980 with a Bachelor of Science degree in
business administration, the University of Hartford in 1987 with a Master of
Business Administration degree, and the Institute of International Studies and
Training (Japanese business study program) in 1988.

96
<PAGE>

There have been no administrative, civil or criminal actions, pending, on
appeal or concluded against RXR or its principals during the five years
preceding the date of this Prospectus.

Principals and employees of RXR are not permitted to trade futures, options
on futures or forward contracts for their own accounts. Principals and employees
are, however, permitted to invest in funds traded by RXR.

RXR'S INVESTMENT PHILOSOPHY

RXR uses a global macro investment philosophy which has its roots in Modern
Portfolio Theory and the design of efficiently allocated portfolios. In the
global equity and fixed income areas, RXR analyzes various fundamental
information from the world economies such as growth data, labor wage rates,
central bank interest rate policy and inflation, to determine its approach to
the markets. In the foreign exchange and commodity components, RXR analyzes
price data to determine profit and risk potential. A proprietary asset
allocation model is used to adjust exposure in the more than 50-market portfolio
so that no one market or sector can dominate performance. The trading program
utilized for Spectrum Global Balanced was designed to provide investors with a
global investment alternative. Through the controlled use of futures and forward
contracts, RXR manages both US and non-US capital markets, currency, and
commodity exposure in a single, integrated portfolio.

RESEARCH AND DEVELOPMENT

Research and development calls on the talents of personnel from several
areas within the company. Under the leadership of its founders, Mark Rosenberg
and Rutherford Romaine, the process begins with research. RXR has developed
macro-economic and technical models that can detect price dislocations resulting
from daily market activity and major changes in global business cycles. Using
this information, portfolio managers construct investment portfolios that
address the specific actuarial assumptions of their clients.

The development of the trading program utilized for Spectrum Global Balanced
stems from RXR's work managing multi-asset portfolios for its institutional
clients. In 1986, RXR began managing a portfolio called the Institutional
Balanced Portfolio ("IBP") Program, composed of US stock, bond, and non-US
financial and commodity interests. Its objective was capital appreciation with
controlled volatility, a concept pioneered by Professor John Lintner of Harvard
University, who conducted research on the addition of managed futures to
portfolios of US stocks and bonds. Effective June 1, 1998, RXR will broaden the
hedged equity and fixed income components to include participation in the
world's major developed capital markets.

No representation is made and no guarantee is given that Spectrum Global
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 Global
Balanced's account. Losses incurred in the global and tangible assets component
could cause Spectrum Global Balanced's account to substantially underperform
accounts managed by asset allocation systems which do not include a managed
futures component. In addition, because the General Partner has instructed RXR
to manage Spectrum Global Balanced's account at 1.4 times the amount of leverage
it would normally apply in managing the actively managed component of an IBP
Program account, the performance results achieved for Spectrum Global Balanced
by RXR may be more volatile than an IBP Program account 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 trading program
employed for Spectrum Global Balanced, 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.

DEAN WITTER SPECTRUM SELECT L.P.

97
<PAGE>

The Trading Advisors for Spectrum Select are EMC Capital Management, Inc.
("EMC"), Rabar Market Research, Inc. ("Rabar"), and Sunrise Capital Management,
Inc. ("Sunrise"). A description of each Trading Advisor and its principals and
trading programs is presented below.

1. EMC CAPITAL MANAGEMENT, INC.

EMC is an Illinois corporation, registered with the CFTC as a CTA and CPO.
EMC was incorporated in January 1988 for the purpose of acting as a CTA, and was
registered with the CFTC as a CTA in May of 1988 and as a CPO in February 1991.
Elizabeth Cheval is the sole director of EMC, although Ms. Cheval's stock
ownership in EMC is held through a revocable trust of which she is the sole
beneficiary and sole trustee. Ms. Cheval is a member of the NFA as is EMC in its
capacity as a CPO and CTA. The business address of EMC is 2201 Waukegan Road,
Suite West, 240 Bannockburn, Illinois 60015. EMC is not affiliated with the
General Partner, DWR, CFI, or any other Trading Advisor for the Partnerships.

The principals of EMC are as follows:

Ms. Elizabeth A. Cheval is the Chairman and sole Director of EMC. In 1984
Ms. Cheval was selected with a select group of other individuals by Richard J.
Dennis, Jr., a speculative investor in futures and options, to invest for his
personal account. As his employee, Ms. Cheval received extensive training from
Mr. Dennis, who personally supervised her investment activities. In 1986 she
became self-employed and continued to invest for accounts of family members of
Mr. Dennis until May of 1988 when Mr. Dennis elected to discontinue his trading
program. Prior to working with Mr. Dennis, Ms. Cheval worked with A.G. Becker, a
Chicago-based brokerage firm, on the floor of the Chicago Board of Trade. Ms.
Cheval has invested in futures since 1983, when she began trading financial
futures for her own account. Ms. Cheval received a B.A. in Mathematics from
Lawrence University in 1978.

Mr. Jeffrey D. Izenman is the President of EMC having joined the firm in
that capacity in September, 1994. Since January, 1995, Mr. Izenman has also been
a member of the Board of Directors of the Managed Funds Association and is a
member of the Association's executive committee. Mr. Izenman is also a member of
the Business Conduct Committee of the NFA. Prior to joining EMC, Mr. Izenman was
a partner in the law firm of Katten Muchin & Zavis from October, 1988 through
August, 1994, and an associate with that firm from September, 1982 through
September, 1988. There he specialized in the representation of commodity trading
advisors (including EMC) and commodity pool operators as well as securities
investment advisers and hedge fund operators. Mr. Izenman received his JD degree
from the University of Michigan Law School in May, 1982 and a B.S. in
Accountancy from the University of Illinois in May, 1979.

At this time, neither EMC nor Ms. Cheval or Mr. Izenman trades for its or
their own account, but each reserves the right to do so in the future. If either
EMC or Ms. Cheval or Mr. Izenman engage in such trading, records will not be
available for inspection by Limited Partners. It should be noted that EMC is
currently the CPO and CTA of the EMC Premier Fund, L.P., a commodity pool for
which EMC acts as the general partner. Ms. Cheval is currently a limited partner
in two commodity pools for which EMC is a trading advisor. Neither EMC or any of
its principals own any Units of Spectrum Select.

There have been no material administrative, civil, or criminal actions
pending, on appeal or concluded against EMC or any of its principals.

THE EMC TRADING PROGRAM

EMC trades for Spectrum Select using its Classic Program. The exact nature
of EMC's investment programs is proprietary and confidential. The following
description of the Classic Program is of necessity general and is not intended
to be exhaustive.

EMC's investment strategy is technical rather than fundamental in nature,
I.E., it is developed from analysis of patterns of actual monthly, weekly, and
daily price movements and is not based on analysis of fundamental supply and
demand factors, general economic factors or anticipated world events. EMC relies
on historical analysis of these price patterns to interpret current market
behavior and to evaluate technical indicators for trade initiations and
liquidations.

98
<PAGE>
EMC's investment strategy is trend-following in that initiations of
positions in a particular market are generally in the direction of the price
trend in that market, although under certain circumstances counter trend
elements may also be employed.

EMC employs an investment strategy which utilizes a blend of systems (or, in
other words, a number of systems simultaneously). The strategy is diversified in
that EMC follows over fifty futures interests and often invests in more than ten
at one time.

Although the specific types of futures interests including but not limited
to futures contracts, options on futures contracts, forward contracts and cash
commodities, to be invested in through the Classic Program will vary from time
to time, at the present time, EMC principally invests in futures interests for
its clients. Examples of futures interests for which contracts are now invested
in by EMC include, but are not necessarily limited to, precious and base metals,
U.S. and foreign financial instruments, U.S. and foreign stock indices, foreign
currencies, grains and grain products, energy products such as crude oil, and
soft commodities such as cocoa, orange juice, sugar, and coffee. EMC may invest
in other futures interests in the future. EMC may trade certain futures
interests for some clients which it does not trade for the Partnership.

EMC also may invest in currency forward contracts on the foreign exchange
markets.

EMC also may engage in transactions in physical commodities, commonly known
as an "exchange for physical" or "EFP."

The futures interest contracts typically traded have been chosen for, among
other things, their historical performance and for their customary liquidity.
EMC may frequently invest, however, in less liquid markets. EMC generally
commits approximately 15% to 35% of an account's equity as margin on open
positions although this percentage can vary.

EMC believes that the development of a futures investment strategy is a
continual process. As a result of EMC's on-going research and development,
enhancements and modifications have been made from time to time in the specifics
of EMC's methods and it is likely that similar enhancements and modifications
will be made in the future. As a result, the methods that may be used by EMC in
the future might differ from those presently being used. Because EMC's methods
are proprietary and confidential, the General Partner may not be aware of such
changes in EMC's investment methods.

Initially, EMC's risk management will be dictated by the amount of its
allocated share of Spectrum Select's Net Assets. However, as profits are
generated or losses are incurred, the risk management techniques employed by EMC
for Spectrum Select will be modified.

If possible within existing market conditions, EMC adheres to the
requirements of a money management system which determines and limits the equity
committed to each position and sets optimal stop-losses for each position and
each account. The level of liquidation determined by this money management
system can override liquidations determined by technical indicators, especially
when an account has not generated profits or is experiencing losses.

Under EMC's investment method, profits, if any, are generated by only a
small percentage of the total number of trades placed. As a result, Spectrum
Select's Net Assets allocated to EMC will experience times of substantial
drawdowns. These drawdowns may be as high as 50% or more of the amount of funds
initially allocated to EMC. In addition, from time to time EMC may experience
drawdowns well in excess of 50% from peak levels of account performance.
Substantial drawdowns do not, however, necessarily indicate a failure in the
investment strategy, but rather are to be expected under the EMC program.
Prospective investors must, therefore, be prepared to withstand these periods of
unprofitable trading.

2. RABAR MARKET RESEARCH, INC. ("RABAR")

Rabar is an Illinois corporation which is registered with the CFTC as a CTA
and a CPO and is a member of the NFA in such capacities. Paul Rabar is the
President and sole principal of Rabar. Rabar was originally named Rainbow Market
Research, Inc. when it was incorporated in November 1986. It was registered as a
CTA and a CPO in June 1988. Rabar has managed accounts continuously since July
1988. Its name was changed to Rabar

99
<PAGE>
Market Research, Inc. in January 1989. The business address of Rabar is 10 Bank
Street, Suite 830, White Plains, New York 10606-1933. Rabar is not affiliated
with the General Partner, DWR, CFI or any other Trading Advisor for the
Partnerships.

Mr. Paul Rabar first traded commodity futures in 1980. He worked as an
account executive at E.F. Hutton from 1981 to 1983 and then at Clayton Brokerage
until 1984. In 1985 and 1986 he traded commodity futures for Richard J. Dennis,
Jr., a speculative trader of futures and options. In 1987 and 1988 until May,
Mr. Rabar independently managed an account for another speculative trader of
futures and options. He traded his own account from May 1988 until January 1989,
when he invested in a futures fund to which Rabar is one of the advisors. Mr.
Rabar is a graduate of the New England Conservatory of Music. He did additional
work-- primarily in science and mathematics--at Harvard University, and in 1979
and 1980 was an assistant instructor of physics there.

Rabar is the CPO of, and serves as the trading advisor to, Rabar Futures
Fund, L.P., a private commodity pool. Mr. Rabar is also the sole shareholder of
Rabar International Management, Ltd., a Cayman Islands corporation, which
operates Rabar International Futures Fund, L.P., a commodity pool organized in
the Cayman Islands (that is not open to U.S. investors). Rabar is the trading
advisor of Rabar International Futures Fund, L.P.

It should be noted that Rabar and/or Mr. Rabar currently, and may in the
future, invest in commodity pools that are advised by Rabar. However, neither
Rabar nor Mr. Rabar own any Units of Spectrum Select.

Rabar does not currently trade an account for itself, but may do so in the
future. Mr. Rabar, however, currently trades a personal account. Such trading
occurs only in markets which are considered too illiquid to trade on behalf of
clients, although Mr. Rabar may trade in other markets in the future. Records of
Rabar's and Mr. Rabar's personal trading will not be open to inspection by
Limited Partners.

There have been no material administrative, civil, or criminal actions
pending, on appeal or concluded against Rabar or Mr. Rabar.

THE RABAR TRADING PROGRAM

Rabar's objective is to achieve appreciation of Spectrum Select's assets
which it is allocated through speculative trading of futures interests,
including but not limited to domestic and foreign futures contracts and options
on futures contracts and forward contracts. Rabar primarily trades futures
contracts for its existing clients, although Rabar may also engage in the
trading of forward or spot contracts in foreign currencies and cash commodities
for certain clients. The specific futures interests will be selected from time
to time by Rabar on the bases discussed below. Examples of futures contracts now
traded by Rabar include, but are not necessarily limited to, gold, silver, U.S.
Treasury bonds, certain foreign currencies, grains and soybean products, oils,
and sugar. Rabar may also engage in EFP transactions. Under certain
circumstances, Rabar may trade certain futures interests for some clients which
it does not trade for Spectrum Select.

Rabar's trading strategies have been internally researched and developed.
They are technical rather than fundamental in nature, I.E., they are developed
from the research and analysis of patterns of monthly, weekly, and daily price
movements, and of such indicators as volume and open interest. Rabar does,
however, consider the effects of some key fundamental factors in certain
situations, especially for the purpose of controlling risk.

Rabar's risk management techniques include diversification, I.E., commitment
of equity to many markets and to a number of trading strategies. Also, the
trading program at all times adheres to the requirements of a money management
system which determines and limits the equity committed to each trade, each
market, each commodity complex, and each account. Furthermore, 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 market conditions, the size of a given account, the
percentage gained or lost in that account, and the perceived risk aversion of
that account's owner. Consequently, no investor, including prospective investors
in Spectrum Select, should expect necessarily the same performance as that of
any other account traded previously, simultaneously, or subsequently by Rabar or
its principal.

Rabar's trading program also emphasizes current and ongoing research and
analysis of market behavior in order to continue to develop strategies for
profiting from the changing character of that behavior. Rabar believes that the
development of a commodity trading strategy is a continual process. As a result
of further analysis and research into the performance of Rabar's methods,
changes have been made from time to time in the specific manner in which these
trading methods evaluate price movements in various commodities, and it is
likely that

100
<PAGE>
similar revisions will be made in the future. As a result of such modifications,
the trading methods that may be used by Rabar in the future might differ from
those presently being used. The General Partner may not be aware of such changes
in Rabar's trading methods.

The markets typically traded by Rabar have been chosen for their historical
performance, and for their customary liquidity. However, from time to time Rabar
may trade in newer or less liquid markets. There can be no assurance of
liquidity.

The exact nature of Rabar's methods are proprietary and confidential. The
foregoing description is of necessity general and is not intended to be
exhaustive. As stated, trading decisions require the exercise of judgment by
Rabar. The decision not to trade certain commodities or not to make certain
trades may result at times in missing price moves and hence profits of great
magnitude, which other trading advisors who are willing to trade these
commodities may be able to capture. There is no assurance that the performance
of Rabar will result in profitable trading.

Prospective investors should anticipate substantial losses of the portion of
Spectrum Select's assets allocated to Rabar over long periods of time since
profits, if any, are usually generated by only a few trades. Even more
substantial losses of profits may occur because all profits are subjected to
ever-increasing risk by Rabar and because large portions of unrealized profits
in particular are usually given back before Rabar determines that trend
reversals against its positions have occurred.

3. SUNRISE CAPITAL MANAGEMENT, INC.

Sunrise is a California corporation with offices at 990 Highland Drive,
Suite 303, Solana Beach, California 92075-2472. In January 1994, Sunrise changed
its name from "Sunrise Commodities, Inc." to "Sunrise Capital Management, Inc."
This name change became effective with respect to Sunrise's registration with
the NFA in January 1994. Sunrise was organized in 1983 and continues the
business of Sunrise Commodities, a California sole proprietorship organized in
1982. Sunrise was registered in February 1983 as a CTA and in April 1990 as a
CPO with the CFTC and is a member of the NFA in such capacities. In January
1995, Sunrise and Commodity Monitors, Inc. ("CMI") organized Sunrise Capital
Partners L.L.C. ("Sunrise Capital Partners"), a California limited liability
company. Sunrise Capital Partners is wholly-owned by Sunrise and CMI and was
registered in February 1995 as a CTA and CPO with the CFTC and is a member of
the NFA in both such capacities. CMI is a California corporation organized in
October 1977, and is the successor to the partnership of Harris & Slaughter. CMI
was registered in November 1977 with the CFTC as a CTA and is a member of the
NFA in such capacity. Sunrise Capital Partners and CMI are also located at the
address of Sunrise set forth above. While Sunrise, not Sunrise Capital Partners,
is a Trading Advisor for the Partnership, a description of the principals of
Sunrise Capital Partners is included below due to the relationship between
Sunrise and CMI resulting from the establishment of Sunrise Capital Partners.
Sunrise and Sunrise Capital Partners currently operate 5 commodity pools.
Sunrise and Sunrise Capital Partners are not affiliated with the General
Partner, DWR, CFI or any other Trading Advisor for the Partnerships.

The Principals of Sunrise are as follows:

Mr. Martin P. Klitzner is President, Secretary and a Director of Sunrise,
and a Managing Director of Sunrise Capital Partners. Mr. Klitzner received a
B.A. Degree from the University of Michigan in 1967 and an M.B.A. from the
University of Michigan in 1968. He did post graduate work in economics at the
University of California, Los Angeles, from 1968 to 1971. Mr. Klitzner joined
Sunrise in December 1982, and has exclusive operational control of the
day-to-day activities of Sunrise which includes the supervision of trading
procedures.

Mr. Richard C. Slaughter is a Managing Director of Sunrise Capital Partners.
Mr. Slaughter is responsible for Sunrise's day-to-day activities, as well as
research and trading systems development. In 1974, he received a B.S. in finance
from San Diego State University. He has pursued graduate studies in finance at
the State University and in systems management at the University of Southern
California. Mr. Slaughter has been a Professor of Finance, instructing M.B.A.
candidates in securities analysis and portfolio management. Mr. Slaughter, a
co-founder of CMI in 1977, serves as its President. He was responsible, along
with Dr. Forrest, for the development of CMI's current trading systems. Mr.
Slaughter began trading commodities on a full-time basis in 1975 for his own
account and as a commodity trading advisor.

Dr. Gary B. Davis is the Chairman of the Board and Chief Financial Officer
of Sunrise. Dr. Davis received a B.S. degree from the University of Michigan in
1968 and received his medical degree from the University of Michigan in 1970.
Dr. Davis was a professor at the University of California, San Diego School of
Medicine,

101
<PAGE>
where he has served on the faculty from 1980 through 1990. Since 1979, Dr. Davis
has studied and traded the commodity futures markets. Dr. Davis currently
concentrates his efforts in the research and trading systems development
activities of Sunrise and Sunrise Capital Partners.

Dr. John V. Forrest engages in research and trading systems development on
behalf of Sunrise Capital Partners. In 1962, he received a B.A. from Notre Dame
and in 1966 received a Medical Degree from the State University of New
York--Downstate Medical Center. Dr. Forrest is currently a Professor of Medicine
at the University of California, San Diego, where he has served on the faculty
since 1976. Dr. Forest joined CMI in September 1991 and is a co-developer, with
Mr. Slaughter, of CMI's current trading systems. He was President and sole
shareholder of Cresta Commodities, a commodity trading advisor, from September
1981 to August 1989. Dr. Forrest begain trading the commodity markets in 1975.

Mr. Martin M. Ehrlich is Vice President and a Director of Sunrise, and Vice
President-Marketing of Sunrise Capital Partners. His academic background
includes studies at the University of Cincinnati where he majored in business
administration. Mr. Ehrlich joined Sunrise in 1986 after having been a long-time
investor with Sunrise. Prior to assuming responsibilities for marketing and
public relations for Sunrise, Mr. Ehrlich was an independent businessman and
investor.

Ms. Marie Laufi is a Vice President-Trading of Sunrise. She received a
degree in Economics from the University of Prague, Czechoslovakia before joining
a Czechoslovakian import/export company. She held a position with this firm for
nine years before immigrating to the United States. From 1986 through 1988, Mrs.
Laufik was a commodity trader for Cresta Commodities. Mrs. Laufik joined Sunrise
on August 8, 1988 and currently oversees trading room procedures.

The Davis Family Trust, dated October 12, 1989, is a Director and the Sole
Shareholder of Sunrise; Gary B. Davis and his wife, Elissa Davis, are Trustees
and the sole beneficiaries of this Trust. Elissa Davis is a principal of Sunrise
and Sunrise Capital Partners by virtue of her role as a Trustee of the Davis
Family Trust. Mrs. Davis is not active in the management of Sunrise or Sunrise
Capital Partners and has not been involved in any other business activities
during the past five years.

Sunrise, Sunrise Capital Partners, their principals and their affiliates
intend to trade or to continue to trade commodity interests for their own
accounts. Limited Partners will not be permitted to inspect the personal trading
records of Sunrise, Sunrise Capital Partners, their principals, or their
affiliates.

Neither Sunrise nor any of its principals own any Units of Spectrum Select.

There have been no material administrative, civil or criminal actions
pending, on appeal or concluded during the five years preceding the date of this
Prospectus against Sunrise, Sunrise Capital Partners or any of their principals
or their affiliates.

DESCRIPTION OF SUNRISE'S TRADING PROGRAMS

Sunrise utilizes technical trend-following systems, trading a wide continuum
of time windows. Most of these time frames are decidedly long term by industry
standards. Pro-active money management strategies are designed to protect open
profits and to minimize exposure to non-directional markets.

In providing commodity trading advice to Spectrum Select, Sunrise trades the
CIMCO portfolio.

The Sunrise CIMCO--Diversified Financial Program was designed by Sunrise to
participate exclusively in the highly liquid financial markets. This program
trades the major currencies as outrights against the U.S. dollar and selectively
against each other. Interest rate futures, both long and short term (including
U.S. and foreign bonds, notes and Euro products), stock indices (including S&P
500), precious and industrial metals (including gold, silver and copper) and
crude oil are also traded in this program. These commodity interests are traded
on futures exchanges but may also be traded in the interbank or cash markets
when appropriate.

Relying on technical analysis, Sunrise 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 Sunrise are based on programs analyzing a large number
of interrelated mathematical and statistical formulas and techniques which are
quantitative, proprietary in nature and which have been either learned or
developed by Dr. Davis, and which have been influenced by Dr. Forrest and

102
<PAGE>
Mr. Slaughter. 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.

Sunrise's trading systems attempt to detect a trend, or lack of a trend,
with respect to a particular futures interest in a program by analyzing price
movement and volatility over time. Sunrise's trading system consists of
multiple, independent and parallel systems, each designed and tested to seek out
and extract different market inefficiencies on different time horizons. These
systems will generate a signal to sell a "short" contract or purchase a "long"
contract based upon their identification of a price trend in the particular
futures interest. If the systems do not detect a price trend, a "neutral"
trading signal will be generated. While this neutral signal is designed to
filter out high-risk "whipsaw" markets, it is successful on only a limited
basis. Successful speculative futures interests trading employing
trend-following techniques, such as Sunrise's, depends to a large degree upon
not trading non-directional, volatile markets. Accordingly, to the extent that
this signal is not generated during a non-trading market, trading would likely
be unsuccessful because an account would trade such markets.

The number of losing transactions may exceed substantially the number of
profitable transactions. However, if Sunrise's approach is successful, these
losses should be more than offset by gains.

While Sunrise relies primarily on its mechanical, technical trading systems
in making investment decisions, the strategy does include the latitude to depart
from this approach if market conditions are such that, in the opinion of
Sunrise, execution of trades recommended by the mechanical systems would be
difficult or unusually risky. There may occur the rare instances in which
Sunrise will override the system to decrease market exposure. Any modification
of trading instructions could adversely affect the profitability of an account.
Among the possible consequences of such a modification would be (1) the entrance
of a trade at a price significantly worse than a system's signal price, (2) the
complete negation of a signal which subsequently would have produced a
profitable trade, or (3) the premature termination of an existing trade. Sunrise
is under no obligation to notify clients (including Limited Partners) of this
type of deviation from its mechanical systems, since it is an integral part of
its overall trading method.

A technical trading system consists of a series of fixed rules applied
systematically, however, the system still requires Sunrise make certain
subjective judgments. For example, Sunrise must select the markets it will
follow and futures interests it will actively trade, along with the contract
months in which it will maintain positions. Sunrise must also subjectively
determine when to liquidate positions in a contract month which is about to
expire and initiate a position in a more distant contract month.

Sunrise engages in ongoing research which may lead to significant
modifications from time to time. Sunrise will notify the General Partner if
modifications to its trading systems or portfolio structure are material.

Sunrise believes that the development of a commodity trading strategy is a
continual process. As a result of further analysis and research into the
performance of Sunrise's methods, changes have been made from time to time in
the specific manner in which these trading methods evaluate price movements in
various futures interests, and it is likely that similar revisions will be made
in the future. As a result of such modifications, the trading methods that may
be used by Sunrise in the future might differ from those presently being used.

Sunrise has discretionary authority to make all trading decisions including
upgrading or downgrading the trading size of the account of Spectrum Select to
reflect additions, withdrawals, trading profits, and/or trading losses, without
prior consultation or notice. In addition, Sunrise may from time to time adjust
the leverage applicable to Spectrum Select's assets allocated to Sunrise;
provided, however, any such adjustments will be consistent with the leverage
parameters described herein and Spectrum Select's overall investment objectives
and Trading Policies. Such adjustments may be in respect of certain markets or
in respect of the overall CIMCO investment portfolio. Factors which may affect
the decision to adjust leverage include: ongoing research, volatility of
individual markets, risk considerations, and Sunrise's subjective judgement and
evaluation of general market conditions. Adjustments to leverage may result in
greater profits or losses and increased brokerage costs. No assurance can be
given that any leverage adjustment will be to the financial advantage of Limited
Partners.

103
<PAGE>
THE MANAGEMENT AGREEMENTS

Each Trading Advisor has entered into a Management Agreement with a
Partnership and the General Partner which provides that the Trading Advisor will
have sole authority and responsibility, except in certain limited situations,
for directing the investment and reinvestment in futures interests of the
portion of the Partnership's assets allocated to the management of such Trading
Advisor from time to time during the term of the Management Agreement. See
"Differences Among the Spectrum Series."

TERM

The Management Agreement with each Trading Advisor for Spectrum Strategic,
Spectrum Technical and Spectrum Global will not expire until November 1998. The
Management Agreement with each Trading Advisor for Spectrum Select will not
expire until May 2000. Unless otherwise terminated upon written notice from each
Trading Advisor at least 30 days prior to the expiration of the respective
Management Agreement, each such agreement shall be automatically renewed for
additional one year terms.

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 prior written notice to the
Trading Advisor. In addition, each Management Agreement may be terminated by the
Partnership or the Trading Advisor at any time without penalty under certain
other circumstances specified therein.

No assurance is given that a Partnership will be able to retain the services
of a Trading Advisor 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 Advisor for its services under the
Management Agreement is described under "Description of Charges to Each
Partnership--1. Trading Advisors."

LIABILITY AND INDEMNIFICATION

Each Management Agreement sets forth a standard of liability for the Trading
Advisor and also provides for certain indemnities of the Trading Advisor. See
"Fiduciary Responsibility."

Each Management Agreement also provides that the Trading Advisor will assume
financial responsibility for any errors committed or caused by it in
transmitting orders for the purchase or sale of futures interests for the
Partnership, 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 Advisor and CFI has an affirmative obligation promptly to notify the
General Partner of any error in transmitting orders for the purchase and sale of
futures interests for a Partnership and a Trading Advisor must use its best
efforts to identify and promptly notify the General Partner of any order or
trade which the Trading Advisor reasonably believes was not executed in
accordance with its instructions to CFI.

OBLIGATIONS TO A PARTNERSHIP

Each Trading Advisor is engaged in the business of advising investors as to
the purchase and sale of futures interests. During the term of each Management
Agreement, the Trading Advisor and its principals and affiliates may be advising
other investors and trading for their proprietary accounts. However, under no
circumstances will the Trading Advisor 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 Advisor or
any of its principals and affiliates over the account of the Partnership in any
way or manner. Each Trading Advisor will treat the Partnership for which it
manages funds in a fiduciary capacity to the extent recognized by applicable
law, but, subject to that standard, the Trading Advisor and its principals and
affiliates will be free to advise and manage accounts of other investors and
will be free to trade on the basis of the same trading systems, methods or
strategies employed by the Trading Advisor on behalf of the Partnership or
trading systems, methods or strategies that are entirely independent of, or
materially different from, those employed on behalf of the Partnership, and will
be free to compete for the same futures interests as the Partnership or to take
positions opposite to the Partnership, where such actions do not knowingly or
deliberately favor any of such accounts over the Partnership's account.

104
<PAGE>
EXCHANGE PRIVILEGE

If the conditions described below 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 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 business days prior to the
applicable Exchange Date. Such Agreement must acknowledge that the Limited
Partner remains eligible to purchase Units on such date. A minimum of 50 Units
must be exchanged unless a Limited Partner is liquidating his entire interest in
a Partnership. 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 a Prospectus or a 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."

105
<PAGE>
REDEMPTIONS

Persons who have been Limited Partners in a Spectrum Series Partnership for
more than six months may redeem all or part of their Units, regardless of when
such Units were purchased, at any month-end in the manner described herein. Such
Units may be subject to redemption charges as described herein. Persons who have
been Limited Partners for less than six months may first redeem Units effective
as of the last day of the sixth month following the closing in which they first
became a Limited Partner in the manner described herein. Such Units may be
subject to redemption charges as described below.

Units redeemed on or prior to the last day of the twelfth month after such
Units were purchased will be subject to a redemption charge equal to 2% of the
Net Asset Value of a Unit on the Redemption Date (as defined below). Units
redeemed after the last day of the twelfth month and on or prior to the last day
of the twenty-fourth month after which such Units were purchased will be subject
to a redemption charge equal to 1% of the Net Asset Value of a Unit on the
Redemption Date. Units redeemed after the last day of the twenty-fourth month
after which such Units were purchased will not be subject to a redemption
charge. The foregoing redemption charges will be paid to DWR. Notwithstanding
the above, Units purchased by an investor who purchases $500,000 or more of
Units will not be subject to the foregoing redemption charges, but will be
subject to the other restrictions on redemptions. Further, a Limited Partner
redeeming Units at the first Redemption Date following notice of an increase in
certain fees will not be subject to the redemption charges described above.

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 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. See "Subscription Procedure."

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
business 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 SEC rules and policies for commodity pools and similar investment
vehicles.

106
<PAGE>
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 the total liabilities of the Partnership
(including, but not limited to, all brokerage, 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 interest traded on a United States exchange shall
mean the settlement price on the exchange on which the particular futures
interest is traded by a Partnership on the day with respect to which Net Assets
are being determined; PROVIDED, HOWEVER, that if a futures interest could not
have been liquidated on such day due to the operation of daily limits or other
rules of the exchange upon which that futures interest is traded or otherwise,
the settlement price on the first subsequent day on which the futures interest
could be liquidated shall be the market value of such futures interest for such
day. The market value of a futures interest 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 futures interest.

The General Partner will endeavor to pay redemptions within 10 business days
after the Redemption Date. A Partnership may be forced to liquidate open futures
interests positions to satisfy redemptions in the event it does not have
sufficient cash on hand. See "Risk Factors--Risks Relating to the Partnerships
and the Offering of Units--Restricted Investment Liquidity in the Units."
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."
LIMITED RIGHT TO REDEEM UNITS WITHOUT REDEMPTION CHARGE

In view of the number of changes to the Partnerships being implemented at
this time, including changes in Trading Advisors, the addition of Spectrum
Select to the Spectrum Series, and changes in the fees and charges to the
Partnerships, the General Partner and DWR have determined to waive any
applicable redemption charges with respect to redemptions of Units in any
Spectrum Series Partnership which occurs at the end of May and June 1998, and to
waive the six-month holding period with respect to Units redeemed as of such
month-ends.

107
<PAGE>
THE COMMODITY BROKERS

DESCRIPTION OF THE COMMODITY BROKERS

Dean Witter Reynolds Inc. ("DWR"), a Delaware corporation, acts as the
Partnerships' non-clearing commodity broker, and Carr Futures, Inc. ("CFI" and,
together with DWR, the "Commodity Brokers"), a Delaware corporation, acts as the
clearing broker for the Partnerships' futures interests trades and as the
counterparty on the Partnerships' foreign currency forward contracts. DWR also
serves as the non-clearing commodity broker for all but one of the other
commodity pools for which Demeter serves as general partner and commodity pool
operator, and CFI serves as the clearing broker and foreign currency forward
counterparty for such commodity pools.

DWR is a principal operating subsidiary of MSDW, which is a publicly-owned
company. DWR is a financial services company which provides to its individual,
corporate and institutional clients services as a broker in securities and
futures interests, a dealer in corporate, municipal and government securities,
an investment banker, an investment adviser, and an agent in the sale of life
insurance and various other products and services. DWR is a member firm of the
New York Stock Exchange, the American Stock Exchange, the Chicago Board Options
Exchange, other major securities exchanges, and the National Association of
Securities Dealers, Inc. ("NASD"). 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 399 offices nationwide with
almost 10,000 account executives servicing individual and institutional client
accounts.

CFI is a subsidiary of Credit Agricole Indosuez, which had total equity of
approximately $5.5 billion at December 31, 1996 and which is itself a subsidiary
of Caisse Nationale de Credit Agricole, one of the ten largest banks in the
world. CFI's parent has guaranteed to each Partnership payment of the net
liquidating value of the transactions in the Partnership's account with CFI. CFI
has been registered under the CEAct as a futures commission merchant and has
been a member of the NFA in such capacity since August 1987. CFI's global
headquarters is located at 10 South Wacker Drive, Suite 1100, Chicago, Illinois
60606. CFI acts as a commodity broker to individuals, corporate and
institutional clients and is a clearing member of the Chicago Board of Trade,
the Chicago Mercantile Exchange, the Commodity Exchange Inc., and other major
commodities exchanges.

In 1997, following the merger of the parent of DWR and Morgan Stanley Group
Inc., DWR sold its institutional futures business and foreign currency trading
operations (including futures exchange and clearinghouse memberships, equipment,
records and relevant personnel) to CFI. The sale did not involve or otherwise
affect the operations or personnel of DWR's Managed Futures Department or
Demeter Management Corporation, the general partner of the Partnerships. Because
DWR no longer maintained a futures clearing and foreign currency business, and
so as to provide continuity of trading operations, the Partnerships' futures
clearing and foreign currency accounts (along with the accounts of Demeter's
other commodity pools), were transferred to CFI. While CFI now acts as the
counterparty on the Partnerships' foreign currency trades and acts as the
clearing broker for the Partnerships' futures contracts and futures options
trades, DWR acts as the non-clearing commodity broker for the Partnerships and
continues to hold most (70-80%) of the Partnerships' assets.

BROKERAGE ARRANGEMENTS

The Partnerships' brokerage arrangements with DWR and CFI are discussed in
"Conflicts of Interest-- Relationship of the General Partner to DWR as Commodity
Broker" and "--Customer Agreements with the Commodity Brokers," and "Description
of Charges--Charges to Each Partnership--2. Commodity Brokers."

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: (i) the size of the Partnership; (ii) the
futures interests trading activity; (iii) the services provided by the commodity
brokers, the General Partner or any affiliate thereof to the Partnership; (iv)
the cost incurred by DWR, 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 DWR 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."

The Customer Agreements set forth a standard of liability for the Commodity
Brokers and provide for certain indemnities of and by the Commodity Brokers. See
"Fiduciary Responsibility."

108
<PAGE>
CERTAIN LITIGATION

At any given time, DWR is involved in numerous legal actions, some of which
seek significant damages.

On May 16, 1996, an NASD arbitration panel awarded damages and costs against
DWR and one of its account executives in the amount of approximately $1.1
million, including punitive damages, to three customers who alleged, among other
things, fraud and misrepresentation in connection with their individually
managed futures accounts (not commodity pools).

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported
class actions were filed in the Superior Court of the State of California,
County of Los Angeles, on behalf of all purchasers of interests in limited
partnership commodity pools sold by DWR. Named defendants include DWR, Demeter,
Dean Witter Futures and Currency Management Inc., MSDW (all such parties
referred to hereafter as the "Dean Witter Parties"), Spectrum Select (under its
original name) and certain other limited partnership commodity pools of which
Demeter is the general partner, and certain trading advisors to those pools. On
June 16, 1997, the plaintiffs in the above actions filed a consolidated amended
complaint, alleging, among other things, that the defendants committed fraud,
deceit, negligent misrepresentation, various violations of the California
Corporations Code, intentional and negligent breach of fiduciary duty,
fraudulent and unfair business practices, unjust enrichment, and conversion in
the sale and operation of the various limited partnerships commodity pools.
Similar purported class actions were also filed on September 18 and 20, 1996 in
the Supreme Court of the State of New York, New York County, and on November 14,
1996 in the Superior Court of the State of Delaware, New Castle County, against
the Dean Witter Parties and certain trading advisors on behalf of all purchasers
of interests in various limited partnership commodity pools sold by DWR. A
consolidated and amended complaint in the action pending in the Supreme Court of
the State of New York was filed on August 13, 1997, alleging that the defendants
committed fraud, breach of fiduciary duty, and negligent misrepresentation in
the sale and operation of the various limited partnership commodity pools. On
December 16, 1997, upon motion of the plaintiffs, the action pending in the
Superior Court of the State of Delaware was voluntarily dismissed without
prejudice. The complaints seek unspecified amounts of compensatory and punitive
damages and other relief. It is possible that additional similar actions may be
filed and that, in the course of these actions, other parties, including the
other Partnerships, could be added as defendants. The Dean Witter Parties
believe that they have strong defenses to, and they will vigorously contest, the
actions. Although the ultimate outcome of legal proceedings cannot be predicted
with certainty, it is the opinion of management of the Dean Witter Parties that
the resolution of the actions will not have a material adverse effect on the
financial condition or the results of operations of any of the Dean Witter
Parties.

During the five years preceding the date of this Prospectus, there have been
(other than as described above) no material criminal, civil or administrative
actions pending, on appeal or concluded against DWR, Demeter, or any of their
principals, which DWR or Demeter believes would be material to an investor's
decision to invest in the Partnerships.

At any given time, CFI is involved in various legal actions. On July 31,
1992, a CFTC Administrative Law Judge ("ALJ") ordered CFI to pay a former client
of the firm approximately $1.7 million in damages, plus interest and costs,
based upon certain alleged misrepresentations made by a former account
executive. Al Baraka Investment and Development Corp. vs. Indosuez Carr Futures,
Inc. (CFTC Docket No. 91-R-126). On May 3, 1993, the CFTC issued an Order of
Summary Affirmance, which affirmed the ALJ's decision, and the U.S. Court of
Appeals for the Seventh Circuit affirmed the CFTC order in June, 1994.

During the five years preceding the date of this Prospectus, there have been
(other than as described above) no material criminal, civil or administrative
actions pending, on appeal or concluded against CFI or any of its principals,
which CFI believes would be material to an investor's decision to invest in the
Partnerships.

THE FUTURES, OPTIONS AND FORWARDS MARKETS

Since 1974, the market in futures interests has undergone dramatic changes.
According to statistics provided by the Futures Industry Association, in 1974
the futures markets were divided 82% in agricultural products, 15% in metals, 2%
in currencies, and 1% in lumber and energy products; by December 31, 1997, the
markets were divided 58% in interest rates, 12% in agriculturals, 10% in stock
indices, 6% in currencies, 8% in metals, and 6% in energy products. By December
31, 1997, over $32 billion was invested in managed futures interests.

109
<PAGE>
FUTURES CONTRACTS

Futures contracts are standardized contracts made on domestic or foreign
exchanges that 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 1999 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 1999 wheat on the same exchange. The difference between the
price at which the futures contract is sold or purchased and the price paid for
the offsetting purchase or sale, after allowance for brokerage commissions,
constitutes the profit or loss to the trader. Certain futures contracts, such as
those for stock or other financial or economic indices approved by the CFTC or
Eurodollar contracts settle in cash (irrespective of whether any attempt is made
to offset such contracts) rather than delivery of any physical commodity.

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 typically move into
parity. The difference between an option's intrinsic and market values is
referred to as the "time value" of the option.

110
<PAGE>
The use of interrelated options and futures positions can provide an
additional means of risk management and permit a trader to retain a futures
position in the hope of additional appreciation in that position, while at the
same time allowing the trader to limit the possible adverse effects of a decline
in the position's value.

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 New York Cotton 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
that 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

111
<PAGE>
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 "Regulations" below and "Risk Factors--Risks Relating to Futures Interests
Trading and the Futures Interests Markets-- Special Risks Associated with
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 that any person or group of
persons (other than a hedger, which the Partnerships are not) may hold, own or
control in certain futures interests contracts. Among the purposes of
speculative position limits is to prevent a "corner" on a market or undue
influence on prices by any single trader or group of traders. The CFTC has
jurisdiction to establish position limits with respect to all commodities and
has established position limits for all agricultural commodities. In addition,
the CFTC requires each United States exchange to submit position limits for all
commodities traded on such exchange for approval by the CFTC. Certain exchanges
or their clearinghouses also set limits on the total net positions that may be
held by a clearing broker, such as CFI. 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 futures interests
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 futures interests contract prices during a single trading day
by regulation. These regulations specify what are referred to as "daily price
fluctuation limits" or more commonly "daily limits." The daily limits establish
the maximum amount that the price of a futures interests contract may vary
either up or down from the previous day's settlement price. Once the daily limit
has been reached in a particular futures interest, no trades may be made at a
price beyond the limit. 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 interests 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 Advisors. If the
registration of a Trading Advisor as a commodity trading advisor were to be
terminated, restricted or suspended, the Trading Advisor would be unable, until
such time (if any) as such registration were to be reinstated, to render trading
advice to the relevant Partnership. The Partnerships themselves are not
registered with the CFTC in any capacity.

The CEAct requires all "futures commission merchants," such as DWR and CFI,
to meet and maintain specified fitness and financial requirements, segregate
customer funds from proprietary funds and account

112
<PAGE>
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 futures interests 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, CFI, and the
Trading Advisors 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, CFI, and the
Trading Advisors 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 Futures
Interests Trading and the Futures Interests Markets--Special Risks Associated
with 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 futures interests contracts he purchases or sells.
Futures interests contracts are customarily bought and sold on margins that
represent a very small percentage (ranging upward from less than 2%) of the
purchase price of the underlying commodity being traded. Because of such low
margins, price fluctuations occurring in the futures markets may create profits
and losses that are greater, in relation to the amount invested, than are
customary in other forms of investment or speculation. The minimum amount of
margin required in connection with a particular futures interests contract is
set 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 Interests Trading and the Futures
Interests Markets--Futures Interests Trading is Highly Leveraged."

Brokerage firms, such as DWR and CFI, carrying accounts for traders in
futures interests contracts may not accept lower, and generally require higher,
amounts of margin as a matter of policy in order to afford further protection
for themselves. DWR and CFI presently intend to require each Partnership to make
margin deposits equal to the exchange minimum levels for all futures interests
contracts.

Trading in the currency forward contract market does not require margin, but
generally does require the extension of credit by a bank or dealer to those with
whom the bank or dealer trades. Since each Partnership's trading will be
conducted through CFI, each Partnership will be able to take advantage of CFI's
credit lines with several participants in the interbank market. CFI will require
margin with respect to a Partnership's trading of currency forward contracts.

113
<PAGE>
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
interests 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 interests contract position
changes to a point where the margin on deposit does not satisfy maintenance
margin requirements, a margin call is made by the commodity broker. If the
margin call is not met within a reasonable time, the broker may close out the
trader's position. With respect to a Partnership's trading, that Partnership,
and not its Limited Partners personally or any other Partnership, will be
subject to margin calls.

THE LIMITED PARTNERSHIP AGREEMENTS

This Prospectus contains an explanation of the more significant terms and
provisions of the Amended and Restated 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

Spectrum Strategic, Spectrum Technical and Spectrum Global Balanced were
each formed on April 29, 1994, and Spectrum Select was formed on May 21, 1991.
Each Partnership was formed under the Partnership Act. The fiscal year of each
Partnership begins on January 1 of each year and ends 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" below, 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 a 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, any distributions and amounts
received upon redemptions, and amounts deemed received on a Series Exchange,
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 Net 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 managing
the Partnership is vested solely in the General Partner. See "Fiduciary
Responsibility." The General Partner may delegate complete trading authority to
Trading Advisors 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

114
<PAGE>
necessary to fund distributions, redemptions, or reapportionments among Trading
Advisors or to pay Partnership expenses, or when a Trading Advisor is unable or
unwilling to act and a successor Trading Advisor has not yet been retained.

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
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 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 and Series Exchanges; preparing monthly and annual
reports to the Limited Partners of each Partnership; preparing or causing to be
prepared and filing tax returns required to be filed by each Partnership;
directing the investment of each 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. No Limited
Partner, or an assignee, transferee, estate, custodian or personal
representative of a Limited Partner, may withdraw any capital or profits from a
Partnership 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. See "Capitalization."
The General Partner may withdraw or assign its entire interest in a Partnership
only upon 120 days' prior written notice to Limited Partners; if a majority of
Limited Partners elect a new general partner or partners to continue the
business of the Partnership, the withdrawing General Partner must pay all
reasonable expenses incurred by the Partnership in connection with such
withdrawal.

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

115
<PAGE>
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 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 Internal Revenue Code of 1986, as amended (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 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 or
cause the Partnership to transact business under another name; (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 law; (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 (the "1940 Act"), the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), or "plan asset" regulations adopted under the
Employee Retirement Income Security Act of 1974, as amended; and (x) to make any
amendment that is appropriate or necessary, in the opinion of the General
Partner, to qualify the Partnership under the 1940 Act, and any persons under
the 1940 Act and the Advisers Act, if the General Partner is informed that doing
so is necessary. 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 or his authorized attorney or agent, upon written
request to the General Partner, delivered either in person or by certified mail,
and upon payment of reasonable duplicating and postage costs, shall be entitled
to obtain from the General Partner by mail a list of the names and addresses of
record of all Limited Partners 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 sent by certified mail or delivered in person within 15 days after
receipt of 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 place and time, and
the purpose of such meeting.

At any meeting of the Limited Partners, upon the affirmative vote of Limited
Partners (in person or by proxy) 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

116
<PAGE>
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 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 the 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). Any of the foregoing actions may also be taken by Limited
Partners without a meeting, without prior notice, and without a vote, by means
of written consents signed by Limited Partners owning the requisite number of
Units; notice of any actions taken by written consent must be given to
non-consenting Limited Partners within seven business days thereafter.

INDEMNIFICATION

The Limited Partnership Agreement provides for certain indemnities of the
General Partner and its affiliates. See "Fiduciary Responsibility."

REPORTS TO LIMITED PARTNERS

The books and records of each Partnership are maintained at its principal
office, and must be retained for not less than five years. The Limited Partners
or their authorized attorneys or agents will have the right during normal
business hours to inspect and copy such books and records of each Partnership of
which they are Limited Partners, 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. Copies of subscription documentation in
connection with purchases and Exchanges of Units will be retained by the
Partnership for not less than six years.

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 commissions or fees payable by the Partnerships to any commodity
broker. 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 independent certified public accounting firm which audited such
financial statements, 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 written request 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 SEC rules and policies for commodity pools and similar investment
vehicles.

In addition, if any of the following events occurs, notice of such event,
including a description of Limited Partners' redemption and voting rights, will
be mailed to each Limited Partner of that Partnership within seven business days
after 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 Advisors or any material change in the management agreement with a
Trading Advisor; (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 as specified in the Limited
Partnership Agreement; or (viii) cessation of

117
<PAGE>
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.

In addition, subject to limits imposed under certain state guidelines
incorporated in the Limited Partnership Agreements, no increase in any of the
management, incentive or brokerage fees payable by the Partnerships, or any caps
on management fees, incentive fees, brokerage commissions or fees, transaction
fees and costs, ordinary administrative expenses, or net excess interest or
compensating balance benefits, as described under "Description of
Charges--Charges to Each Partnership--3. Expense Limitations," may take effect
until the first business day following a Redemption Date, PROVIDED that: (i)
notice of such increase is mailed to each Limited Partner at least five business
days prior to the last date on which a "Request for Redemption" must be received
by the General Partner with respect to the applicable Redemption Date; (ii) such
notice describes the redemption and voting rights of Limited Partners; and (iii)
Limited Partners redeeming Units at the first Redemption Date following such
notice shall not be subject to any redemption charges.

Each Limited Partner (and any assignee 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, except to the
extent described above.

PLAN OF DISTRIBUTION

The Units are being offered through DWR pursuant to a Selling Agreement
among the Partnerships, the General Partner, and DWR, as selling agent. 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 Conduct Rules of the NASD ("Additional Sellers").
DWR and the General Partner are "affiliates" of one another pursuant to SEC
rules under the 1933 Act.

The Units are being offered on a "best efforts" basis without any agreement
by DWR to purchase Units. In 1994 and 1996, the General Partner registered an
aggregate of 38,500,000 Units with the SEC, which were allocated 12,500,000,
18,000,000, and 8,000,000 each to Spectrum Strategic, Spectrum Technical, and
Spectrum Global Balanced, respectively, to cover continuing sales and Exchanges
of Units of those Partnerships. As of February 28, 1998, an aggregate of
7,007,487.515, 14,519,087.519, and 2,500,193.823 Units of Spectrum Strategic,
Spectrum Technical, and Spectrum Global Balanced, respectively, had been sold to
the public during those Partnerships' initial offering and the Continuing
Offering, leaving 5,492,512.485, 3,480,912.481, and 5,499,806.177 unsold Units,
respectively. The General Partner has registered with the SEC an additional
5,000,000 Units of Spectrum Technical, and 1,500,000 Units of Spectrum Select,
for sale in the Continuing Offering. 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 of each Partnership will be offered during the Continuing Offering for
sale at Monthly Closings held as of the last day of each month. Units will be
offered and sold at a price per Unit equal to 100% of the Net Asset

118
<PAGE>
Value of a Unit of the Partnership which sells the Unit as of the date of the
applicable Monthly Closing. 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, funds with respect to a subscription
received and not immediately rejected by the General Partner will be transferred
to, and held in escrow by, The Chase Manhattan 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. At all times during the Continuing
Offering, and prior to each Monthly Closing, subscription funds will be in the
possession of the Escrow Agent, and at no time will the General Partner hold or
take possession of such funds.

Except as described below, employees of DWR will receive from DWR (payable
solely from its own funds) a gross sales credit equal to 3% of the Net Asset
Value per Unit as of the Monthly Closing for each Unit sold by them and issued
at such Monthly Closing. In addition, 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 86% 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, Spectrum Technical and Spectrum Select, with the seventh month
following the closing at which a Unit was issued, (ii) in the case of Spectrum
Global Balanced, with the tenth month after the closing at which a Unit was
issued, (iii) the first month after a Unit is issued pursuant to a Non-Series
Exchange, or (iv) the month as of which such continuous compensation is first
payable with respect to Units purchased pursuant to a Series Exchange, but with
the seven- or ten-month period measured from the date the subscriber first
became a Limited Partner, and continuing until the applicable Partnership
terminates or the Unit is redeemed (whichever comes first). 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 86%
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" as an associated person qualified to
do commodity brokerage under the CEAct and the regulations thereunder. The
additional services to be rendered by such employees 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 among 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.

119
<PAGE>
DWR will not pay to its employees the 3% initial gross sales credit
described above with respect to Units purchased pursuant to a Series Exchange or
Non-Series Exchange. Such employees will, however, receive continuing gross
sales credits with respect to brokerage fees received by DWR from 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.

DWR may compensate any qualified Additional Seller for each Unit sold by it
by paying such Additional Seller a selling commission, payable by DWR solely
from its own funds, as determined by DWR and such Additional Seller, but not to
exceed 3% of the Net Asset Value of the Unit sold. Additional Sellers who are
properly registered as futures commission merchants or introducing brokers with
the CFTC and are members of the NFA in such capacity may also receive from DWR,
payable solely from its own funds, continuing compensation for providing to
Limited Partners the continuing services described above. 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.

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 based on
sales of Units. Any such program will be approved by the NASD prior to its
implementation.

The aggregate of all compensation 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. Pursuant to the respective
Management Agreements, each Partnership has agreed to indemnify each of its
Trading Advisors 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 Advisor. Each Partnership also has agreed to indemnify DWR, the General
Partner 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 an IRA), (ii) the proceeds from the redemption
of five units (two units in the case of an IRA) from commodity pools other than
MSTAF, (iii) the proceeds from the redemption of 500 units (200 units in the
case of an IRA) from MSTAF, or (iv) the proceeds from 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. See "Investment
Requirements." A subscription may be for Units of one Partnership, or may be
divided among two or more Partnerships, provided that: (i) in the case of a new
subscription (other than a Non-Series Exchange), the minimum subscription for
any one Partnership is $1,000; and (ii) in the case of a Non-Series Exchange,
the minimum subscription for any one Partnership is the proceeds of the
redemption of one unit of the other commodity pool (or 100 units in the case of
MSTAF). A subscriber whose subscription is accepted by the General Partner at a
Monthly Closing and who desires to make an additional investment in the
Partnerships may subscribe for Units at a subsequent Monthly Closing with a
minimum investment in any Partnership of $500.

120
<PAGE>

In order to purchase Units, a subscriber must complete, execute, and deliver
to DWR an execution copy of a Subscription Agreement. In the Subscription
Agreement, a subscriber (other than one effecting an Exchange) will authorize
the General Partner and DWR to transfer immediately the full subscription amount
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 (other than one effecting an Exchange) 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 (other than one effecting an Exchange) 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. Additional Sellers will arrange for their customers
subscribing for Units to open customer accounts with DWR. Payment must not be
mailed to the General Partner, as any such payment 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 a Series Exchange or a Non-Series Exchange, a
subscriber must complete, execute, and deliver to DWR an execution copy of a
Subscription Agreement, which will authorize the General Partner to redeem all
or a portion of such subscriber's interest in a Partnership or another commodity
pool for which the General Partner serves as general partner and commodity pool
operator (subject to terms of the applicable limited partnership agreement), and
use the proceeds of such redemption (less any applicable redemption charges) to
purchase Units in the Partnership[s]. In accordance with an NASD rule, DWR will
not subscribe for Units on behalf of any customer account over which it has
discretionary authority, unless it gets prior written approval from the
customer.

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 amount 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 receipt of a subscriber's check will be issued subject to the
collection of the funds represented by such check. In the event that a
subscriber's check 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 Agreements, each Limited Partner
agrees to reimburse a Partnership for any expense or loss (including any trading
loss) incurred in connection with the issuance and cancellation of any Units
issued to such Limited Partner.

All subscriptions for Units are generally irrevocable by subscribers,
provided, however, that (i) a subscriber may revoke his Subscription Agreement,
and receive a full refund of the subscription amount and any accrued interest
thereon (or revoke the redemption of units in the other commodity pool in the
case of an Exchange), within five business days after execution of such
Subscription Agreement or no later than 3:00 P.M., New York City time, on the
date of the applicable Monthly Closing, whichever comes first, by delivering
written notice to his DWR account executive; and (ii) 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. A separate execution copy of the
Subscription Agreement accompanies this Prospectus or may be obtained, after
delivery of this Prospectus, 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.

121
<PAGE>
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 four
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 (a) registered under Section 12(b) or
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934
Act") or (b) 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. The Units currently meet, and it is expected that the Units will
continue to meet, the criteria of the Regulation.

The General Partner believes, based upon the advice of its legal counsel,
that income earned by the Partnerships will not constitute "unrelated business
taxable income" under Section 512 of the 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 a 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 Advisor 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

122
<PAGE>
have been taken into account, the trustee or custodian of a plan who decides to
or who is instructed to do so may subscribe for Units in one or more of the
Partnerships, subject to the applicable minimum subscription requirement per
Partnership.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF IRAs OR OTHER EMPLOYEE BENEFIT
PLANS IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER, DWR, ANY
ADDITIONAL SELLER 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, 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
(or a publicly traded partnership) 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 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 the
Partnership's gross income during each year 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 treated as an association
(or a publicly traded partnership) 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.

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.

123
<PAGE>
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," in which case the
allocations are made in accordance with the Partners' interests in the
Partnership. In general, each Limited Partnership Agreement allocates items of
ordinary income and expense pro rata among the Partners based upon their
respective capital accounts as of the end of the month in which such items are
accrued. Net recognized capital gain or loss is generally allocated among all
Partners based upon their respective capital accounts. However, net recognized
capital gain or loss is allocated first to Partners who have redeemed Units in
the Partnership during a taxable year to the extent of the difference between
the amount received on the redemption and the allocation account as of the date
of redemption attributable to the redeemed Units. Net recognized capital gain
for each year is allocated next among all Partners whose capital accounts are in
excess of their Units' allocation accounts to the extent of such excess in the
ratio that each such Partner's excess bears to all such Partners' excesses. Net
recognized loss for each year is allocated next among all Partners whose Units'
allocation accounts are in excess of their capital accounts to the extent of
such excess in the ratio that each such Partner's excess bears to all such
Partners' excesses.

The special allocation of each Partnership's net gain or loss upon a
redemption of Units, which retains the same character as in the hands of each
Partnership, may alter the character of a redeeming Limited Partner's income (by
reducing the amount of long-term capital gain recognized upon receipt of
redemption proceeds) and may accelerate the recognition of income by such
Limited Partner.

These allocation provisions are designed to reconcile tax allocations to
economic allocations. However, no assurance can be given that the Internal
Revenue Service will not challenge such allocations (including each
Partnership's tax allocations in respect of redeemed Units).

If the allocation provided by each Limited Partnership Agreement is not
recognized by the Internal Revenue Service for federal income tax purposes, the
amount of income or loss allocated to the Partners for federal income tax
purposes under such Limited Partnership Agreement may be increased or reduced or
the character of such income or loss may be modified.

CASH DISTRIBUTIONS AND REDEMPTIONS

Because of the special allocation of Partnership gain or loss upon a
redemption of Units, the amounts received upon the partial or complete
redemption of a Limited Partner's Units normally will not result in additional
taxable income or loss to the Limited Partner. However, distributions by a
Partnership and amounts received upon the partial or complete redemption of a
Limited Partner's Units will be taxable to the Limited Partners to the extent
cash distributions by a Partnership or amounts received upon redemption by a
Limited Partner exceed such Partner's adjusted tax basis in his Units. Such
excess will be taxable to him as though it were a gain from a sale of the Units.
A loss will be recognized upon a redemption of Units only if, following the
redemption of all of a Limited Partner's Units, such Partner has any tax basis
in his Units remaining. In such case, the Limited Partner will recognize loss to
the extent of such remaining basis. See "Redemptions." Generally, if a Limited
Partner is not a "dealer" with respect to his interest in the Partnership and he
has held his interest in the Partnership for more than 18 months, 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 for its own account
and not for the account of others, because each Partnership will not maintain an
inventory of futures interests and 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, 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, mid-term
long-term or a combination thereof. 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 20%, mid-term capital gains (I.E., gains
with respect to capital assets held for more than one year, but not more than 18
months) are taxed at a maximum marginal rate of 28%, and short-term capital
gains are taxed at a maximum marginal rate of 39.6%. For corporate partners, all
capital gains are taxed at a maximum marginal rate of 35%.

124
<PAGE>
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 majority 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. Capital assets not marked to market under Section
1256, such as non-currency forward contracts, are not subject to the 60/40 tax
regime for Section 1256 contracts, and gain or loss on sale generally will be
long-term only if such property has been held for more than 18 months.

During taxable years in which little or no profit is generated from trading
activities, a Limited Partner may still have interest income.

The Partnerships have not engaged, but may eventually 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 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 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

125
<PAGE>
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 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 will 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. 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 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.

126
<PAGE>
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 1997, this amount is
$121,200 ($60,600 in the case of married individuals filing a separate return))
and (ii) 80% of such itemized deductions. Moreover, such investment expenses are
miscellaneous itemized deductions that are not deductible by a non-corporate
taxpayer in calculating its alternative minimum tax liability. Based upon the
current and contemplated activities of the Partnerships, the General Partner has
been advised by its legal counsel that, in such counsel's opinion, 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.
However, such advice is not binding on a court or the Internal Revenue Service,
and the Internal Revenue Service could assert, and a court could agree, that
such Partnership expenses (including incentive fees) are investment expenses
which are subject to these limitations.

TAX ON CAPITAL GAINS AND LOSSES. For individuals, trusts and estates,
"long-term capital gains" are currently taxed at a maximum marginal tax rate of
20%, mid-term capital gains are taxed at a maximum marginal rate of 28%, and
short-term capital gains and other income are taxed at a maximum marginal tax
rate of 39.6%. Corporate taxpayers are currently subject to a maximum marginal
tax rate of 35% on all capital gains and income.

The excess of capital losses over capital gains is deductible by an
individual against ordinary income on a one-for-one basis, subject to an annual
limitation of $3,000 ($1,500 in the case of married individuals filing a
separate return). Excess capital losses may be carried forward.

Net losses from Section 1256 contracts are treated as 60% long-term capital
loss and 40% short-term capital loss. Such losses may, at the individual
taxpayer's election, be carried back to each of the preceding three years and
applied against gains from Section 1256 contracts.

ALTERNATIVE MINIMUM TAX. 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 rate of 28%. 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 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

127
<PAGE>
be treated as investment income, except that a Limited Partner's net capital
gain from the disposition of Units is not investment income unless the Limited
Partner waives the benefit of the preferential tax rate on such gain. It is not
clear whether a Limited Partner's distributive share of Partnership net capital
gain constitutes investment income where such gain is taxed at the maximum rate
for capital gains. Interest expense incurred by a Limited Partner to acquire his
Units generally will be investment interest. Any investment interest disallowed
as a deduction in a taxable year solely by reason of the limitation above is
treated as investment interest paid or accrued in the succeeding taxable year.

TAXATION OF FOREIGN LIMITED PARTNERS. A 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 limited 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 neither the foreign limited partner nor the partnership is 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
Partnerships have been advised by the General Partner's 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 that is not a
dealer in commodities 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 would 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 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. Foreign
Limited Partners that are corporations and derive effectively connected income
from the Partnerships may also be required to pay a branch profits tax at a 30%
rate unless reduced by an applicable tax treaty.

A foreign person 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.

128
<PAGE>
TAX ELECTIONS. The Code provides for optional adjustments to the basis of
Partnership property upon distributions of Partnership property to a Partner
(Section 734) and transfers of Units, including transfers by reason of death
(Section 743), provided that a Partnership election has been made pursuant to
Section 754. As a result of the complexities and added expense of the tax
accounting required to implement such an election, the General Partner does not
presently intend to make such an election. Therefore, any benefits which might
be available to the Partners by reason of such an election will be foreclosed.

TAX RETURNS AND INFORMATION. The Partnerships will file their information
returns using the accrual method of accounting. Within 75 days after the close
of each Partnership's taxable year, the Partnership will furnish each Limited
Partner (and any assignee of the Unit of any Limited Partner) copies of (i) the
Partnership's Schedule K-1 indicating the Limited Partner's distributive share
of tax items and (ii) such additional information as is reasonably necessary to
permit the Limited Partners to prepare their own federal and state tax returns.

PARTNERSHIP'S 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, provided that the Units purchased by such plans
and entities are not "debt-financed." 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, certain Limited Partners (I.E., Limited Partners owning
less than a 1% profits interest if the Partnership has more than 100 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.

-------------------

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.

129
<PAGE>
STATE AND LOCAL INCOME TAX ASPECTS

In addition to the federal income tax consequences for individuals described
under "Material Federal Income Tax Considerations" above, the Partnerships and
their Limited Partners may be subject to various state and local taxes. Certain
of such taxes could, if applicable, have a significant effect on the amount of
tax payable in respect of an investment in the Partnerships. A Limited Partner's
distributive share of the realized profits of a Partnership may be required to
be included in determining his reportable income for state or local tax
purposes. Furthermore, state and local tax laws may not reflect recent changes
made to the federal income tax law and hence may be inconsistent with the
federal income treatment of gains and losses arising from the Partnerships'
transactions in Section 1256 contracts. Accordingly, prospective Limited
Partners should consult with their own tax advisers concerning the applicability
of state and local taxes to an investment in the Partnerships.

The General Partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in such counsel's opinion, the Partnerships should not
be liable for New York City unincorporated business tax. Limited Partners who
are nonresidents of New York State will not be liable for New York State
personal income tax on such Partners' income from the Partnerships, but may be
liable for such tax to the extent such Limited Partners' allocable share of
income attributable to the Partnerships' transactions involves tangible personal
property. Likewise, Limited Partners who are nonresidents of New York City will
not be liable for New York City earnings tax on such Partners' income from the
Partnerships. New York City residents may be subject to New York City personal
income tax on such Partners' income from the Partnerships. No ruling from the
New York State Department of Taxation and Finance or the New York City
Department of Finance has been, or will be, requested regarding such matters.

POTENTIAL ADVANTAGES

An investment in a Partnership is speculative and involves a high degree of
risk. See "Risk Factors." The General Partner and DWR believe that managed
futures investments (such as a Partnership) provide investors with the potential
for long-term capital appreciation (with commensurate risk) and are appropriate
only for the aggressive growth portion of an investor's comprehensive financial
plan. 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 a Partnership, thereby obtaining
diversification from investments in stocks, bonds, and real estate. The General
Partner believes, on the basis of the past experience of the Partnerships, that
the profit potential of a Partnership does not depend upon favorable general
economic conditions, and that a Partnership is as likely to be profitable during
periods of declining stock, bond, and real estate markets as at any other time;
conversely, a Partnership may be unprofitable (as well as profitable) during
periods of generally favorable economic conditions.

Managed futures investments can serve to diversify a portfolio and smooth
overall portfolio volatility. Modern Portfolio Theory ("MPT") is the academic
affirmation of the value of diversification. MPT was developed in the 1950s by
Nobel Laureates William Sharpe and Harold Markowitz. These two pioneers
developed a framework for efficiently diversifying assets within a portfolio.
They suggested that investing in any asset class with positive returns and low
correlation to other assets improves the overall risk/reward characteristics of
the entire portfolio. In 1983, Dr. John H. Lintner of Harvard University focused
on the concepts of MPT in a ground-breaking study about portfolio
diversification. The results of Lintner's work demonstrated that by including a
variety of assets, such as commodities, in a hypothetical portfolio an investor
may lower the portfolio's overall volatility or risk.

The Partnerships' combined benefits of growth potential (with commensurate
risk) and diversification can potentially reduce overall portfolio volatility
while increasing profits. By combining asset classes, investors strive to create
a portfolio mix that provides the potential to offer the greatest possible
return within acceptable levels of volatility. Thus, while past performance is
no guarantee of future results, managed futures investments, such as the
Partnerships, may profit (with commensurate risk) from futures interests market
moves, with the potential to enhance an investor's overall portfolio.

130
<PAGE>
The Trading Advisors' 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.

The table below is an empirical example of how different assets can react to
business cycles. In each case, the asset class is represented by a recognized
industry index for that asset.

ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME

<TABLE>
<CAPTION>
BONDS MANAGED
STOCKS (SALOMON CORP. INT'L STOCKS FUTURES (BARCLAY
(S&P 500) BOND INDEX) (EAFE INDEX) CTA INDEX)
----------- ----------------- --------------- ---------------------
<S> <C> <C> <C> <C>
% % % %
1981 -5.0 -1.2 -1.0 23.9
1982 21.6 42.5 -0.9 16.7
1983 22.5 6.3 24.6 23.8
1984 6.2 16.8 7.9 8.7
1985 31.7 30.1 56.7 25.5
1986 18.6 19.9 70.0 3.8
1987 5.2 -0.2 24.9 57.3
1988 16.5 10.7 28.6 21.8
1989 31.6 16.2 10.8 1.8
1990 -3.1 6.8 -23.2 21.0
1991 30.4 19.9 12.5 3.7
1992 7.6 9.4 -11.8 -0.9
1993 10.1 13.2 32.9 10.4
1994 1.3 -5.8 8.1 -0.7
1995 37.5 27.2 11.5 13.7
1996 23.0 1.3 6.4 9.2
1997 33.4 11.6 2.1 10.2
</TABLE>

Performance data for stocks, bonds and international stocks is provided by
Thomson Investment Software, Rockville, MD. Managed futures performance data is
represented by the Barclay CTA Index, Fairfield, IA. Performance of any of these
indices (which by definition are averages of many individual investments) may
not be representative of any specific investment within that index's asset
class.

THE PERFORMANCE INFORMATION OF THE ASSET CLASSES ABOVE DOES NOT REFLECT THE
EFFECT OF FEES IDENTICAL TO THOSE TO BE PAID BY THE PARTNERSHIPS, INCLUDING
MANAGEMENT, INCENTIVE AND BROKERAGE FEES. PAST PERFORMANCE IS NO GUARANTEE OF
FUTURE RESULTS. NOTE THAT WHILE THE BARCLAY CTA INDEX REFLECTS RESULTS NET OF
ACTUAL FEES AND EXPENSES, IT INCLUDES ACCOUNTS WITH TRADING ADVISORS AND FEE
STRUCTURES THAT DIFFER FROM PUBLIC MANAGED FUTURES FUNDS (SUCH AS THE DEAN
WITTER SPECTRUM SERIES). ACCORDINGLY, WHILE THE BARCLAY CTA INDEX IS BELIEVED TO
BE REPRESENTATIVE OF MANAGED FUTURES IN GENERAL, THE PERFORMANCE OF PUBLIC
MANAGED FUTURES FUNDS AS A SUBCLASS, OR INDIVIDUALLY, MAY DIFFER. SEE "THE
SPECTRUM SERIES-- PERFORMANCE RECORDS" ON PAGES 43-46 FOR PERFORMANCE
INFORMATION ABOUT THE PARTNERSHIPS.

-------------------

Over time, managed futures investments have demonstrated that they have the
potential to perform independently of traditional markets such as stocks and
bonds. The factors that influence the stock and bond markets can affect the
futures markets in different ways and to varying degrees.

131
<PAGE>
Graph
[Managed Futures vs. Stocks
12-Month Holding Period Performance for the period December 1981-December 1997]

132
<PAGE>
NOTES TO "MANAGED FUTURES VS. STOCKS" TABLE:

The chart above illustrates the performance of managed futures against that
of stocks from 1981 through 1997, using the recognized market indices of each
asset. Stocks are represented by the S&P 500 Index, Thomson Investment Software,
Rockville, MD; managed futures are represented by the Barclay CTA Index, Barclay
Trading Group, Fairfield, IA. Each bar represents the asset class performance
derived from successive 12-month hypothetical holding periods or windows. (A
12-month holding period is defined as a period of 12 consecutive months, i.e.,
from January 1989 to December 1989; the next would be from February 1989 to
January 1990, etc.)

By overlaying returns, investors can see the potential benefits of a
diversified portfolio that includes both traditional asset classes as well as
assets that are non-traditional and non-correlated. There are many times when
both the managed futures and stock indices showed positive performance.
Obviously, though, there is no investment that only appreciates. There are 18
periods when managed futures showed negative returns, while stocks experienced
26 periods of negative returns during the studied time frame. While not a
guarantee of future results, this chart provides clear indication of the
non-correlated aspect of managed futures. This non-correlation enables investors
with managed futures to potentially lower the overall volatility of their
portfolios.

THE PERFORMANCE INFORMATION OF THE ASSET CLASSES ABOVE DOES NOT REFLECT THE
EFFECT OF FEES IDENTICAL TO THOSE TO BE PAID BY THE PARTNERSHIPS, INCLUDING
MANAGEMENT, INCENTIVE AND BROKERAGE FEES. PAST PERFORMANCE IS NO GUARANTEE OF
FUTURE RESULTS. NOTE THAT WHILE THE BARCLAY CTA INDEX REFLECTS RESULTS NET OF
ACTUAL FEES AND EXPENSES, IT INCLUDES ACCOUNTS WITH TRADING ADVISORS AND FEE
STRUCTURES THAT DIFFER FROM PUBLIC MANAGED FUTURES FUNDS (SUCH AS THE DEAN
WITTER SPECTRUM SERIES). ACCORDINGLY, WHILE THE BARCLAY CTA INDEX IS BELIEVED TO
BE REPRESENTATIVE OF MANAGED FUTURES IN GENERAL, THE PERFORMANCE OF PUBLIC
MANAGED FUTURE FUNDS AS A SUBCLASS, OR INDIVIDUALLY, MAY DIFFER. SEE "THE
SPECTRUM SERIES-- PERFORMANCE RECORDS" ON PAGES 43-46 FOR PERFORMANCE
INFORMATION ABOUT THE PARTNERSHIPS.

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 Advisors
retained by the General Partner. See "The Trading Advisors." The trading
approaches employed on behalf of each Partnership by its Trading Advisors are
not available for investments as small as the required minimum investment in
each Partnership. A Limited Partner's investment in each Partnership is
allocated among the Trading Advisors for such Partnership. This permits a
Limited Partner to receive the benefits from different trading systems being
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 four Partnerships
would have the benefit of having his investment managed by 10 Trading Advisors.

LIMITED LIABILITY

Unlike an individual who invests directly in futures interests, an investor
in a Partnership cannot be individually subject to margin calls and cannot lose
more than the amount of his unredeemed capital contribution, his share of
undistributed profits, if any, and, under certain circumstances, any
distributions and

133
<PAGE>
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
the Commodity Brokers. DWR credits each Partnership at each month-end with
interest income as if 80%, in the case of each of Spectrum Strategic, Spectrum
Technical and Spectrum Select, and 100%, in the case of Spectrum Global
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 required for
the Partnerships. While the Partnerships are credited with interest by DWR on
the respective percentage of their assets deposited as margin as described
above, the form of margin posted, whether cash or interest-bearing obligations
(such as U.S. Treasury Bills), does not reduce the risks inherent in the trading
of futures interests. See "Risk Factors" and "Investment Programs, 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 considerations relating to the
acquisition, ownership and disposition of Units, have been passed upon for each
Partnership and the General Partner by Cadwalader, Wickersham & Taft, 100 Maiden
Lane, New York, New York 10038. Cadwalader, Wickersham & Taft also has acted as
counsel for DWR in connection with the offering of Units. Cadwalader, Wickersham
& Taft may advise the General Partner with respect to its responsibilities as
general partner of, and with respect to matters relating to, the Partnerships.

EXPERTS

The financial statements of Dean Witter Spectrum Balanced L.P., Dean Witter
Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., and Dean Witter
Select Futures Fund L.P. as of December 31, 1997 and 1996, and for the years
ended December 31, 1997, 1996 and 1995, and the statements of financial
condition of Demeter as of November 30, 1997 and December 31, 1996 included in
this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as indicated in their reports with respect thereto in this Prospectus,
and are included in reliance 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 Statements 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 Statements, including the exhibits
filed as part thereof. The Registration Statements 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.

134
<PAGE>
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.

"Affiliate"--An "affiliate" of a person means (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.

"Brokerage Fee"--The fee charged by a broker for executing a trade in a
commodity account of a customer. DWR charges a flat-rate brokerage fee of 1/12
of 7.25% of Net Assets (a 7.25% annual rate) to each of Spectrum Strategic,
Spectrum Technical and Spectrum Select, 1/12 of 4.60% of 1% of Net Assets (a
4.60% annual rate) to Spectrum Global, in each case as of the first day of the
month.

"Churning"--Engaging in excessive trading with respect to a futures
interests account 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.

"Daily Limits"--Limits imposed by commodity exchanges on the amount of
fluctuation in futures interest 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 the total liabilities of the Partnership (including, but
not limited to, all brokerage, management and incentive 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
interest traded on a United States exchange shall mean the settlement price on
the exchange on which the particular futures interest was traded by a
Partnership on the day with respect to which Net Assets are being determined;
PROVIDED, HOWEVER, that if a futures interest could not have been liquidated on
such day due to the operation of daily limits or other rules of the exchange
upon which that futures interest shall be traded or otherwise, the settlement
price on the first subsequent day on which the futures interest could be
liquidated shall be the market value of such futures interest for such day. The
market value of a futures interest 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 futures interest.

"Net Asset Value Per Unit"--The Net Assets allocated to capital accounts
represented by Units of Limited Partnership Interest divided by the aggregate
number of Units outstanding on the date of calculation.

135
<PAGE>
"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.

"Organizational and Offering Expenses"--Costs incurred in the organization
of a Partnership and the offering of Units, including legal, accounting and
auditing fees, printing costs, filing fees, escrow fees, marketing costs and
expenses, and other related expenses. All such costs and expenses are being paid
by DWR.

"Pyramiding"--Using unrealized profits on existing positions in a given
futures interest due to favorable price movements as margin specifically to buy
or sell additional positions in the same or related futures interest.

"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
interest 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 Advisor'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 Advisor'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
Advisor or, if no incentive fee has been earned previously by the Trading
Advisor, from the date that the Partnership commenced trading to the end of the
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.

"Transaction Fees and Costs"--Floor brokerage fees, exchange fees,
clearinghouse fees, NFA fees, "give up" fees, any taxes (other than income
taxes), any third party clearing costs incurred by CFI, costs associated with
taking delivery of futures interests, and any fees for execution of forward
contract transactions. All such fees and costs are being paid out of the
brokerage fees payable by the Partnerships to DWR.

"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 in September, 1993 (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 Advisors"--page A-4]

"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

136
<PAGE>
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. ["Affiliate"--page A-17]

"Capital Contributions"--The total investment in a Program by a Participant
or by all Participants, as the case may be. ["Unit(s) of General Partnership
Interest"--page A-4; "Unit(s)"--page A-4]

"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. "Commodity Broker"--page A-4; includes DWR and CFI]

"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-2]

"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-3]

"New Trading Profits"--The excess, if any, of Net Assets at the end of the
period over Net Assets at the end of the highest previous period or Net Assets
at the date trading commences, whichever is higher, and as further adjusted to
eliminate the effect on Net Assets resulting from new Capital Contributions,
redemptions, or capital distributions, if any, made during the period decreased
by interest or other income, not directly related to trading activity, earned on
Program assets during the period, whether the assets are held separately or in
margin account. ["Trading Profits"--pages 31 and 136]

"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-7]

"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-10]

"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 Partnerships are determined as of the last business day of the month--page
A-14]

137
<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, 1997 and 1996 and the related statements of operations, changes in partners'
capital, and cash flows for each of the three years in the period ended December
31, 1997. 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, 1997 and 1996 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.

February 17, 1998 (March 12, 1998 as to Note 6)
New York, New York

F-1
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1997 1996
------------- -------------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 24,954,956 19,127,125
Net unrealized gain on open contracts 681,559 216,593
Net option premiums (458,150) --
------------- -------------
Total Trading Equity 25,178,365 19,343,718
Subscriptions receivable 625,710 191,569
Interest receivable (DWR) 118,949 85,483
------------- -------------
Total Assets 25,923,024 19,620,770
------------- -------------
------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 114,576 801,425
Accrued brokerage fees (DWR) 99,762 92,147
Accrued management fee 25,450 20,943
------------- -------------
Total Liabilities 239,788 914,515
------------- -------------
PARTNERS' CAPITAL
Limited Partners (1,849,054.344 and 1,591,356.003 Units, respectively) 25,418,875 18,499,873
General Partner (19,230.497 and 17,752.928 Units, respectively) 264,361 206,382
------------- -------------
Total Partners' Capital 25,683,236 18,706,255
------------- -------------
Total Liabilities and Partners' Capital 25,923,024 19,620,770
------------- -------------
------------- -------------
NET ASSET VALUE PER UNIT 13.75 11.63
------------- -------------
------------- -------------
</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

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,366,164 1,490,536
Accrued brokerage fees (DWR) 360,041 323,442
Accrued management fees 188,257 156,821
------------- -------------
Total Liabilities 1,914,462 1,970,799
------------- -------------
PARTNERS' CAPITAL
Limited Partners (5,460,628.572 and 4,184,723.907 Units, respectively) 58,482,349 44,645,423
General Partner (57,258.883 and 44,377.944 Units, respectively) 613,232 473,454
------------- -------------
Total Partners' Capital 59,095,581 45,118,877
------------- -------------
Total Liabilities and Partners' Capital 61,010,043 47,089,676
------------- -------------
------------- -------------
NET ASSET VALUE PER UNIT 10.71 10.67
------------- -------------
------------- -------------
</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,
------------------------------
1997 1996
-------------- --------------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 168,849,922 106,460,248
Net unrealized gain on open contracts 12,296,712 2,533,889
Net option premiums -- 328,955
-------------- --------------
Total Trading Equity 181,146,634 109,323,092
Subscriptions receivable 2,965,621 5,117,123
Interest receivable (DWR) 657,562 381,841
-------------- --------------
Total Assets 184,769,817 114,822,056
-------------- --------------
-------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 1,097,194 776,253
Redemptions payable 1,009,230 683,809
Accrued management fees 573,696 376,365
Incentive fees payable 139,190 --
-------------- --------------
Total Liabilities 2,819,310 1,836,427
-------------- --------------
PARTNERS' CAPITAL
Limited Partners (12,308,185.227 and 8,216,910.942 Units, respectively) 180,099,271 111,852,280
General Partner (126,515.511 and 83,258.292 Units, respectively) 1,851,236 1,133,349
-------------- --------------
Total Partners' Capital 181,950,507 112,985,629
-------------- --------------
Total Liabilities and Partners' Capital 184,769,817 114,822,056
-------------- --------------
-------------- --------------
NET ASSET VALUE PER UNIT 14.63 13.61
-------------- --------------
-------------- --------------
</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 YEARS ENDED
DECEMBER 31,
----------------------------------------
<S> <C> <C> <C>
1997 1996 1995
------------ ------------ ------------

<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 3,683,460 177,564 1,508,581
Net change in unrealized 464,966 (175,835) 373,624
------------ ------------ ------------
Total Trading Results 4,148,426 1,729 1,882,205
Interest income (DWR) 1,145,033 891,897 447,608
------------ ------------ ------------
Total Revenues 5,293,459 893,626 2,329,813
------------ ------------ ------------
EXPENSES
Brokerage fees (DWR) 1,124,531 1,030,310 503,995
Incentive fee 300,250 -- 161,155
Management fee 269,162 221,282 104,999
------------ ------------ ------------
Total Expenses 1,693,943 1,251,592 770,149
------------ ------------ ------------
NET INCOME (LOSS) 3,599,516 (357,966) 1,559,664
------------ ------------ ------------
------------ ------------ ------------
Net Income (Loss) Allocation:
Limited Partners 3,561,537 (354,537) 1,536,421
General Partner 37,979 (3,429) 23,243

Net Income (Loss) per Unit:
Limited Partners 2.12 (.44) 2.24
General Partner 2.12 (.44) 2.24
</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 YEARS ENDED
DECEMBER 31,
----------------------------------------
<S> <C> <C> <C>
1997 1996 1995
------------ ------------ ------------

<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,297,824 4,980,402 3,408,036
Net change in unrealized 2,387,258 (1,679,048) 1,451,792
------------ ------------ ------------
Total Trading Results 3,685,082 3,301,354 4,859,828
Interest income (DWR) 2,304,248 1,604,026 887,226
------------ ------------ ------------
Total Revenues 5,989,330 4,905,380 5,747,054
------------ ------------ ------------
EXPENSES
Brokerage fees (DWR) 4,414,327 3,398,205 1,802,579
Management fees 2,212,788 1,587,213 824,036
Incentive fees 427,094 726,825 437,310
------------ ------------ ------------
Total Expenses 7,054,209 5,712,243 3,063,925
------------ ------------ ------------
NET INCOME (LOSS) (1,064,879) (806,863) 2,683,129
------------ ------------ ------------
------------ ------------ ------------
Net Income (Loss) Allocation:
Limited Partners (1,054,657) (799,980) 2,659,882
General Partner (10,222) (6,883) 23,247

Net Income (Loss) per Unit:
Limited Partners 0.04 (.39) 1.05
General Partner 0.04 (.39) 1.05
</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 YEARS ENDED
DECEMBER 31,
------------------------------------------
<S> <C> <C> <C>
1997 1996 1995
------------- ------------- ------------

<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 13,777,460 26,334,748 4,446,595
Net change in unrealized 9,762,823 (1,552,659) 3,362,093
------------- ------------- ------------
Total Trading Results 23,540,283 24,782,089 7,808,688
Interest income (DWR) 5,987,304 3,242,977 1,430,845
------------- ------------- ------------
Total Revenues 29,527,587 28,025,066 9,239,533
------------- ------------- ------------
EXPENSES
Brokerage fees (DWR) 11,617,770 6,997,531 3,003,934
Management fees 5,832,758 3,273,649 1,373,227
Incentive fees 369,975 1,852,569 600,504
------------- ------------- ------------
Total Expenses 17,820,503 12,123,749 4,977,665
------------- ------------- ------------
NET INCOME 11,707,084 15,901,317 4,261,868
------------- ------------- ------------
------------- ------------- ------------
Net Income Allocation:
Limited Partners 11,589,197 15,737,852 4,226,249
General Partner 117,887 163,465 35,619

Net Income per Unit:
Limited Partners 1.02 2.11 1.72
General Partner 1.02 2.11 1.72
</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 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
------------- ----------- --------- -----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM BALANCED L.P.
Partners' Capital,
December 31, 1994 386,338.297 3,701,277 96,568 3,797,845
Offering of Units 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
Offering of Units 647,218.304 7,199,621 60,000 7,259,621
Net Loss -- (354,537) (3,429) (357,966)
Redemptions (260,277.423) (2,949,900) -- (2,949,900)
------------- ----------- --------- -----------
Partners' Capital,
December 31, 1996 1,609,108.931 18,499,873 206,382 18,706,255
Offering of Units 505,325.179 6,507,261 20,000 6,527,261
Net Income -- 3,561,537 37,979 3,599,516
Redemptions (246,149.269) (3,149,796) -- (3,149,796)
------------- ----------- --------- -----------
Partners' Capital,
December 31, 1997 1,868,284.841 25,418,875 264,361 25,683,236
------------- ----------- --------- -----------
------------- ----------- --------- -----------

DEAN WITTER SPECTRUM STRATEGIC L.P.
Partners' Capital,
December 31, 1994 1,190,794.333 11,791,839 127,090 11,918,929
Offering of Units 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
Offering of Units 1,784,521.074 18,480,024 150,000 18,630,024
Net Loss -- (799,980) (6,883) (806,863)
Redemptions (491,011.043) (5,167,216) -- (5,167,216)
------------- ----------- --------- -----------
Partners' Capital,
December 31, 1996 4,229,101.851 44,645,423 473,454 45,118,877
Offering of Units 1,956,789.313 22,377,135 150,000 22,527,135
Net Loss -- (1,054,657) (10,222) (1,064,879)
Redemptions (668,003.709) (7,485,552) -- (7,485,552)
------------- ----------- --------- -----------
Partners' Capital,
December 31, 1997 5,517,887.455 58,482,349 613,232 59,095,581
------------- ----------- --------- -----------
------------- ----------- --------- -----------

</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--(CONCLUDED)

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ------------ --------- ------------
$ $ $
<S> <C> <C> <C> <C>

DEAN WITTER SPECTRUM TECHNICAL L.P.
Partners' Capital,
December 31, 1994 1,526,204.420 14,771,789 159,265 14,931,054
Offering of Units 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
Offering of Units 3,684,340.110 44,072,998 370,000 44,442,998
Net Income -- 15,737,852 163,465 15,901,317
Redemptions (541,628.284) (6,685,065) -- (6,685,065)
-------------- ------------ --------- ------------
Partners' Capital,
December 31, 1996 8,300,169.234 111,852,280 1,133,349 112,985,629
Offering of Units 5,034,287.188 69,082,458 600,000 69,682,458
Net Income -- 11,589,197 117,887 11,707,084
Redemptions (899,755.684) (12,424,664) -- (12,424,664)
-------------- ------------ --------- ------------
Partners' Capital,
December 31, 1997 12,434,700.738 180,099,271 1,851,236 181,950,507
-------------- ------------ --------- ------------
-------------- ------------ --------- ------------
</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 YEARS ENDED
DECEMBER 31,
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 3,599,516 (357,966) 1,559,664
Noncash item included in net income (loss):
Net change in unrealized (464,966) 175,835 (373,624)
(Increase) decrease in operating assets:
Net option premiums 458,150 -- --
Interest receivable (DWR) (33,466) (24,354) (44,925)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 7,615 25,474 50,100
Accrued management fee 4,507 7,053 10,437
Incentive fee payable -- (49,873) 49,873
------------- ------------- -------------
Net cash provided by (used for) operating activities 3,571,356 (223,831) 1,251,525
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of units 6,527,261 7,259,621 9,639,381
(Increase) decrease in subscriptions receivable (434,141) 869,488 (538,337)
Increase (decrease) in redemptions payable (686,849) 762,679 38,746
Redemptions of units (3,149,796) (2,949,900) (242,390)
------------- ------------- -------------
Net cash provided by financing activities 2,256,475 5,941,888 8,897,400
------------- ------------- -------------

Net increase in cash 5,827,831 5,718,057 10,148,925
Balance at beginning of period 19,127,125 13,409,068 3,260,143
------------- ------------- -------------
Balance at end of period 24,954,956 19,127,125 13,409,068
------------- ------------- -------------
------------- ------------- -------------
</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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (1,064,879) (806,863) 2,683,129
Noncash item included in net income (loss):
Net change in unrealized (2,387,258) 1,679,048 (1,451,792)
(Increase) decrease in operating assets:
Interest receivable (DWR) (59,402) (55,568) (72,271)
Net option premiums (367,448) 25,452 (26,584)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 36,599 110,617 140,765
Accrued management fee 31,436 59,530 64,349
Incentive fees payable -- (198,924) 180,083
------------- ------------- -------------
Net cash provided by (used for) operating activities (3,810,952) 813,292 1,517,679
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of units 22,527,135 18,630,024 19,251,379
(Increase) decrease in subscriptions receivable (168) 714,659 488,896
Increase (decrease) in redemptions payable (124,372) 1,413,226 77,310
Redemptions of units (7,485,552) (5,167,216) (1,390,505)
------------- ------------- -------------
Net cash provided by financing activities 14,917,043 15,590,693 18,427,080
------------- ------------- -------------

Net increase in cash 11,106,091 16,403,985 19,944,759
Balance at beginning of period 45,997,912 29,593,927 9,649,168
------------- ------------- -------------
Balance at end of period 57,104,003 45,997,912 29,593,927
------------- ------------- -------------
------------- ------------- -------------
</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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------------------------
1997 1996 1995
-------------- -------------- -------------
<S> <C> <C> <C>
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 11,707,084 15,901,317 4,261,868
Noncash item included in net income:
Net change in unrealized (9,762,823) 1,552,659 (3,362,093)
(Increase) decrease in operating assets:
Net option premiums 328,955 (328,955) --
Interest receivable (DWR) (275,721) (189,153) (146,210)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 320,941 388,414 295,915
Accrued management fees 197,331 199,067 135,276
Incentive fees payable 139,190 -- (19,678)
-------------- -------------- -------------
Net cash provided by operating activities 2,654,957 17,523,349 1,165,078
-------------- -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of units 69,682,458 44,442,998 42,013,374
(Increase) decrease in subscriptions receivable 2,151,502 (2,025,927) (606,947)
Increase in redemptions payable 325,421 499,483 184,326
Redemptions of units (12,424,664) (6,685,065) (1,879,917)
-------------- -------------- -------------
Net cash provided by financing activities 59,734,717 36,231,489 39,710,836
-------------- -------------- -------------

Net increase in cash 62,389,674 53,754,838 40,875,914
Balance at beginning of period 106,460,248 52,705,410 11,829,496
-------------- -------------- -------------
Balance at end of period 168,849,922 106,460,248 52,705,410
-------------- -------------- -------------
-------------- -------------- -------------
</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 ("Demeter"). Demeter is a
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
("MSDWD").

On May 31, 1997, Morgan Stanley Group Inc. was merged with and into Dean Witter,
Discover & Co. ("DWD"). At that time DWD changed its corporate name to Morgan
Stanley, Dean Witter, Discover & Co.

Through July 31, 1997, the sole commodity broker for the Partnerships'
transactions was Dean Witter Reynolds Inc. ("DWR"), also a subsidiary of MSDWD.
On July 31, 1997, DWR closed the sale of its institutional futures business and
foreign currency trading operations to Carr Futures, Inc. ("Carr"), a subsidiary
of Credit Agricole Indosuez. Following the sale, Carr became the clearing
commodity broker for the Partnerships' futures and futures options trades and
the counterparty on the Partnerships' foreign currency trades. DWR serves as the
non-clearing commodity broker for Partnerships with Carr providing all clearing
services for the Partnerships' transactions.

Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by the General Partner and the
Limited Partners based upon their proportional ownership interests.

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 with DWR and
Carr to be used as margin for trading and the net asset or liability related to
unrealized gains or losses on open contracts 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 in each period due to
master netting agreements.

BROKERAGE AND RELATED TRANSACTION FEES AND COSTS--Prior to September 1, 1996,
brokerage fees for Spectrum Balanced were accrued at a monthly rate of 1/2 of 1%
of the Net Assets (a 6% annual rate) as of the first day of each month.
Effective September 1, 1996, brokerage fees were reduced to a monthly rate of
11/24 of 1% of the Net Assets (a 5.5% annual rate) as of the first day of the
month. Effective August1, 1997, brokerage fees were further reduced to of 1% of
the Net Assets (a 4.9% annual rate) as of the first day of the month.

Prior to September 1, 1996, brokerage fees for Spectrum Strategic and Spectrum
Technical were accrued at a monthly rate of 35/48 of 1% of the Net Assets (an
8.75% annual rate) as of the first day of each month. Effective

F-13
<PAGE>
September 1, 1996, brokerage fees were reduced to a monthly rate of 33/48 of 1%
of the Net Assets (an 8.25% annual rate) as of the first day of the month.
Effective August 1, 1997, brokerage fees were further reduced to 51/80 of 1% of
the Net Assets (a 7.65% annual rate) as of the first day of the month.

Such fees 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 Demeter. No distributions have been
made to date.

CONTINUING OFFERING--Units of each Partnership are offered at a price equal to
100% of the Net Asset Value per Unit 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 were paid by the Limited Partners or the Partnership. DWR will
pay all such costs.

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 of any month that is
at least six months after the closing at which a person first becomes a limited
partner, upon five business days advance notice by redemption form to Demeter.
Thereafter, Units may be redeemed as of the end of any month upon five business
days advance notice by redemption form to Demeter. 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.

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 and Carr in commodity trading accounts
to meet margin requirements as needed. DWR pays interest on these funds as
described in Note 1.

3. TRADING ADVISORS

Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The Trading
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.

F-14
<PAGE>

Dean Witter Spectrum Technical L.P.
Campbell & Company, Inc.
Chesapeake Capital Corporation
John W. Henry & Company, Inc. ("JWH")

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) for 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)for Spectrum Strategic and Spectrum Technical.

INCENTIVE FEE--Each Partnership pays a monthly incentive fee equal to 15% of the
"Trading Profits," as defined in the Limited Partnership Agreement, experienced
with respect to each Trading Advisor's allocated Net Assets as of the end of
each calendar month. When trading losses are incurred, no incentive fee is paid
in subsequent months until all such losses are recovered.

4. FINANCIAL INSTRUMENTS

The Partnerships trade futures and forward contracts in interest rates,
stock indices, commodities, currencies, petroleum and precious metals. Futures
and forwards represent contracts for delayed delivery of an instrument at a
specified date and price. Risk arises from changes in the value of these
contracts and the potential inability of counterparties to perform under the
terms of the contracts. There are numerous factors which may significantly
influence the market value of these contracts, including interest rate
volatility. At December 31, 1997 and 1996, open contracts were:

<TABLE>
<CAPTION>
SPECTRUM BALANCED
--------------------------
CONTRACT OR NOTIONAL
AMOUNT
--------------------------
1997 1996
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase 40,675,000 18,417,000
Commitments to Sell 6,721,000 13,206,000
Commodity Futures:
Commitments to Purchase -- 4,064,000
Commitments to Sell 5,168,000 4,337,000
Foreign Futures:
Commitments to Purchase 45,574,000 61,568,000
Commitments to Sell 26,176,000 4,802,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase 2,436,000 8,070,000
Commitments to Sell 10,218,000 17,843,000
</TABLE>

F-15
<PAGE>

<TABLE>
<CAPTION>
SPECTRUM STRATEGIC
--------------------------
CONTRACT OR NOTIONAL
AMOUNT
--------------------------
1997 1996
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase 87,114,000 15,204,000
Commitments to Sell 69,871,000 28,092,000
Options Written -- 5,212,000
Commodity Futures:
Commitments to Purchase 32,034,000 36,735,000
Commitments to Sell 24,672,000 16,911,000
Options Written -- 2,126,000
Foreign Futures:
Commitments to Purchase 119,070,000 37,389,000
Commitments to Sell 5,387,000 10,787,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase 748,000 1,157,000
Commitments to Sell 748,000 1,121,000
</TABLE>

<TABLE>
<CAPTION>
SPECTRUM TECHNICAL
--------------------------
CONTRACT OR NOTIONAL
AMOUNT
--------------------------
1997 1996
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitments to Purchase 302,165,000 113,494,000
Commitments to Sell 80,696,000 88,136,000
Options Written -- 4,505,000
Commodity Futures:
Commitments to Purchase 36,753,000 21,658,000
Commitments to Sell 84,557,000 51,283,000
Foreign Futures:
Commitments to Purchase 283,941,000 112,745,000
Commitments to Sell 379,781,000 81,929,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitments to Purchase 116,349,000 40,864,000
Commitments to Sell 203,705,000 24,397,000
</TABLE>

A portion of the amounts indicated as off-balance-sheet risk in forward 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, 1997 and 1996, respectively, $681,559 and $216,593 for
Spectrum Balanced, $2,527,613 and $140,355 for Spectrum Strategic, and
$12,296,712 and $2,533,889 for Spectrum Technical.

For Spectrum Balanced, of the $681,559 net unrealized gain on open contracts at
December 31, 1997, $657,913 related to exchange-traded futures contracts and
$23,646 related to off-exchange-traded forward currency contracts. Of the
$216,593 net unrealized gain on open contracts at December 31, 1996, $292,886
related to exchange-traded futures contracts and ($76,293) related to
off-exchange-traded forward currency contracts.

For Spectrum Strategic, of the $2,527,613 net unrealized gain on open contracts
at December 31, 1997, all related to exchange-traded futures contracts. Of the
$140,355 net unrealized gain on open contracts at December 31, 1996, $140,193
related to exchange-traded futures contracts and $162 related to off-exchange-
traded forward currency contracts.

F-16
<PAGE>

For Spectrum Technical, of the $12,296,712 net unrealized gain on open contracts
at December 31, 1997, $11,977,756 related to exchange-traded futures contracts
and $318,956 related to off-exchange-traded forward currency contracts. Of the
$2,533,889 net unrealized gain on open contracts at December 31, 1996,
$2,802,603 related to exchange-traded futures contracts and ($268,714) 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 and off-exchange-traded forward currency
contracts held by the Partnerships at December 1997 and 1996 mature as follows:

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
SPECTRUM BALANCED
Exchange-Traded Contracts March 1998 June 1997
Off-Exchange-Traded Forward Currency Contracts March 1998 January 1997

SPECTRUM STRATEGIC
Exchange-Traded Contracts December 1998 December 1997
Off-Exchange-Traded Forward Currency Contracts January 1998 January 1997

SPECTRUM TECHNICAL
Exchange-Traded Contracts December 1998 December 1997
Off-Exchange-Traded Forward Currency Contracts March 1998 March 1997
</TABLE>

The Partnerships also have credit risk because either DWR or Carr acts as the
futures commission merchant or the counterparty, with respect to most of the
Partnerships' assets. Exchange-traded futures and options contracts are marked
to market on a daily basis, with variations in value settled on a daily basis.
DWR and Carr, as futures commission merchants for each Partnership's
exchange-traded futures and options contracts, are required pursuant to
regulations of the Commodity Futures Trading Commission ("CFTC") to segregate
from their own assets, and for the sole benefit of their commodity customers,
all funds held by them with respect to exchange-traded futures and futures
styled options contracts, including an amount equal to the net unrealized gain
on all open futures and futures styled options contracts, which funds totaled at
December 31, 1997 and 1996 respectively, $25,612,869 and $19,420,011 for
Spectrum Balanced, $59,631,616 and $46,138,105 for Spectrum Strategic, and
$180,827,678 and $109,262,851 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 Carr, the sole counterparty on all of
such contracts, to perform. Carr's parent, Credit Agricole Indosuez, has
guaranteed Carr's obligations to each Partnership.

For the years ended December 31, 1997 and 1996, the average fair value of
financial instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
1997
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
SPECTRUM BALANCED
- -----------------------------------------------------------------------
EXCHANGE-TRADED CONTRACTS:
Financial Futures 39,908,000 11,661,000
Options on Financial Futures 1,206,000 2,398,000
Commodity Futures 4,414,000 3,535,000
Foreign Futures 28,444,000 26,146,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 12,716,000 16,655,000
</TABLE>

F-17
<PAGE>

<TABLE>
<CAPTION>
1996
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 24,615,000 8,611,000
Options on Financial Futures 375,000 2,717,000
Commodity Futures 3,317,000 2,528,000
Foreign Futures 31,242,000 11,045,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 18,038,000 16,158,000
<CAPTION>

1997
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
SPECTRUM STRATEGIC
- -----------------------------------------------------------------------
EXCHANGE-TRADED CONTRACTS:
Financial Futures 30,123,000 70,617,000
Options on Financial Futures 18,562,000 1,261,000
Commodity Futures 80,636,000 24,285,000
Options on Commodity Futures 27,328,000 28,813,000
Foreign Futures 83,507,000 29,983,000
Options on Foreign Futures 4,320,000 479,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 507,000 922,000
<CAPTION>

1996
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 41,783,000 37,098,000
Options on Financial Futures 10,093,000 1,401,000
Commodity Futures 93,183,000 8,843,000
Options on Commodity Futures 17,066,000 2,566,000
Foreign Futures 59,665,000 12,417,000
Options on Foreign Futures 3,267,000 16,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 4,367,000 4,704,000
<CAPTION>

1997
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
SPECTRUM TECHNICAL
- -----------------------------------------------------------------------
EXCHANGE-TRADED CONTRACTS:
Financial Futures 233,922,000 153,604,000
Options on Financial Futures 6,705,000 347,000
Commodity Futures 58,233,000 60,140,000
Options on Commodity Futures 2,181,000 --
Foreign Futures 205,510,000 168,044,000
Options on Foreign Futures 4,070,000 --
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 103,299,000 111,186,000
<CAPTION>

1996
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 131,914,000 117,625,000
Options on Financial Futures 5,437,000 375,000
Commodity Futures 40,606,000 45,449,000
Options on Commodity Futures 5,157,000 --
Foreign Futures 144,435,000 60,257,000
Options on Foreign Futures 7,143,000 --
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 35,572,000 39,498,000
</TABLE>

F-18
<PAGE>
5. LEGAL MATTERS

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR. Named defendants include DWR, Demeter, Dean Witter
Futures and Currency Management Inc., MSDWD (all such parties referred to
hereafter as the "Dean Witter Parties"), certain other limited partnership
commodity pools of which Demeter is the general partner, and certain trading
advisors including JWH to those pools. On June 16, 1997, the plaintiffs in the
above actions filed a consolidated amended complaint, alleging, among other
things, that the defendants committed fraud, deceit, negligent
misrepresentation, various violations of the California Corporations Code,
intentional and negligent breach of fiduciary duty, fraudulent and unfair
business practices, unjust enrichment, and conversion in the sale and operation
of the various limited partnerships commodity pools. Similar purported class
actions were also filed on September 18 and 20, 1996 in the Supreme Court of the
State of New York, New York County, and on November 14, 1996 in the Superior
Court of the State of Delaware, New Castle County, against the Dean Witter
Parties and certain trading advisors including JWH on behalf of all purchasers
of interests in various limited partnership commodity pools sold by DWR. A
consolidated and amended complaint in the action pending in the Supreme Court of
the State of New York was filed on August 13, 1997, alleging that the defendants
committed fraud, breach of fiduciary duty, and negligent misrepresentation in
the sale and operation of the various limited partnership commodity pools. On
December 16, 1997, upon motion of the plaintiffs, the action pending in the
Superior Court of the State of Delaware was voluntarily dismissed without
prejudice. The complaints seek unspecified amounts of compensatory and punitive
damages and other relief. It is possible that additional similar actions may be
filed and that, in the course of these actions, other parties, including other
Partnerships, could be added as defendants. The Dean Witter Parties believe that
they have strong defenses to, and they will vigorously contest, the actions.
Although the ultimate outcome of legal proceedings cannot be predicted with
certainty, it is the opinion of management of the Dean Witter Parties that the
resolution of the actions will not have a material adverse effect on the
financial condition or the results of operations of any of the Dean Witter
Parties.

6. SUBSEQUENT EVENTS

On March 12, 1998, the Partnerships filed a registration statement (the
"Offering") with the Securities and Exchange Commission to update and make
certain changes to the Partnerships' registration effective with the first
Monthly Closing of the Offering. These changes include a reduction of brokerage
fees to 4.60% annually for Spectrum Balanced and 7.25% annually for Spectrum
Strategic and Spectrum Technical. At this time the trading program utilized by
Spectrum Balanced will be modified and Spectrum Balanced will be renamed Dean
Witter Spectrum Global Balanced L.P. Additionally, a fourth partnership, Dean
Witter Spectrum Select L.P. ("Spectrum Select") will be made available for
investment and exchanges. Prior to being added to the Spectrum series, Spectrum
Select was a stand alone commodity pool known as Dean Witter Select Futures Fund
L.P.

F-19
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Limited Partners and the General Partner of
Dean Witter Select Futures Fund L.P.

We have audited the accompanying statements of financial condition of Dean
Witter Select Futures Fund L.P. (the "Partnership") as of December 31, 1997 and
1996 and the related statements of operations, changes in partner's capital, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Select Futures Fund L.P. as of
December 31, 1997 and 1996 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997 in conformity
with generally accepted accounting principles.

February 17, 1998 (March 12, 1998 as to Note 6)
New York, New York

F-20
<PAGE>
DEAN WITTER SELECT FUTURES FUND L.P.
STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1997 1996
-------------- --------------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 158,178,925 154,784,007
Net unrealized gain on open contracts 9,627,161 6,477,994
Net option premiums -- 18,205
-------------- --------------
Total Trading Equity 167,806,086 161,280,206
Due from DWR 1,097,517 409,326
Interest receivable (DWR) 638,204 533,060
Subscriptions receivable -- 5,365,420
-------------- --------------
Total Assets 169,541,807 167,588,012
-------------- --------------
-------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 2,272,314 2,370,157
Accrued management fees 423,673 403,858
Accrued administrative expenses 72,499 123,343
Accrued brokerage commissions (DWR) -- 491,315
Incentive fees payable -- 348,459
Accrued transaction fees and costs -- 64,595
-------------- --------------
Total Liabilities 2,768,486 3,801,727
-------------- --------------
PARTNERS' CAPITAL
Limited Partners (78,674.749 and 82,132.510 Units, respectively) 163,999,307 161,174,820
General Partner (1,330.767 Units) 2,774,014 2,611,465
-------------- --------------
Total Partners' Capital 166,773,321 163,786,285
-------------- --------------
Total Liabilities and Partners' Capital 169,541,807 167,588,012
-------------- --------------
-------------- --------------
NET ASSET VALUE PER UNIT 2,084.52 1,962.38
-------------- --------------
-------------- --------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE>
DEAN WITTER SELECT FUTURES FUND L.P.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------------------------
1997 1996 1995
------------- -------------- -------------
<S> <C> <C> <C>
$ $ $
REVENUES
Trading Profit (Loss):
Realized 15,940,851 26,876,393 65,987,157
Net change in unrealized 3,149,167 (10,950,217) (4,657,344)
------------- -------------- -------------
Total Trading Results 19,090,018 15,926,176 61,329,813
Interest income (DWR) 7,405,511 6,120,347 7,969,749
------------- -------------- -------------
Total Revenues 26,495,529 22,046,523 69,299,562
------------- -------------- -------------
EXPENSES
Brokerage commissions (DWR) 9,777,851 10,641,478 14,173,695
Management fees 5,239,533 4,583,197 5,626,908
Transaction fees and costs 1,370,439 1,104,011 1,589,795
Administrative expenses 114,000 128,000 148,000
Incentive fees 49,989 175,796 8,707,049
------------- -------------- -------------
Total Expenses 16,551,812 16,632,482 30,245,447
------------- -------------- -------------
NET INCOME 9,943,717 5,414,041 39,054,115
------------- -------------- -------------
------------- -------------- -------------
Net Income Allocation:
Limited Partners 9,781,168 5,283,411 38,580,172
General Partner 162,549 130,630 473,943

Net Income per Unit:
Limited Partners 122.14 98.17 356.14
General Partner 122.14 98.17 356.14
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-22
<PAGE>
DEAN WITTER SELECT FUTURES FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
------------ ------------ --------- ------------
$ $ $
<S> <C> <C> <C> <C>
Partners' Capital,
December 31, 1994 111,526.087 166,182,436 2,006,892 168,189,328
Net Income -- 38,580,172 473,943 39,054,115
Redemptions (16,876.953) (30,797,183) -- (30,797,183)
------------ ------------ --------- ------------
Partners' Capital,
December 31, 1995 94,649.134 173,965,425 2,480,835 176,446,260
Offering of Units 5,140.575 10,251,712 -- 10,251,712
Net Income -- 5,283,411 130,630 5,414,041
Redemptions (16,326.432) (28,325,728) -- (28,325,728)
------------ ------------ --------- ------------
Partners' Capital,
December 31, 1996 83,463.277 161,174,820 2,611,465 163,786,285
Offering of Units 5,737.467 12,056,614 -- 12,056,614
Net Income -- 9,781,168 162,549 9,943,717
Redemptions (9,195.228) (19,013,295) -- (19,013,295)
------------ ------------ --------- ------------
Partners' Capital,
December 31, 1997 80,005.516 163,999,307 2,774,014 166,773,321
------------ ------------ --------- ------------
------------ ------------ --------- ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-23
<PAGE>
DEAN WITTER SELECT FUTURES FUND L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
----------------------------------------------
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 9,943,717 5,414,041 39,054,115
Noncash item included in net income:
Net change in unrealized (3,149,167) 10,950,217 4,657,344
(Increase) decrease in operating assets:
Net option premiums 18,205 (1,185) 368,130
Due from DWR (688,191) (236,577) 1,181,051
Interest receivable (DWR) (105,144) 59,297 69,088
Increase (decrease) in operating liabilities:
Accrued management fees 19,815 (42,247) 18,914
Accrued administrative expenses (50,844) (40,924) 61,142
Accrued brokerage commissions (DWR) (491,315) (173,003) 23,278
Incentive fees payable (348,459) 348,459 --
Accrued transaction fees and costs (64,595) (6,097) 29,778
-------------- -------------- --------------
Net cash provided by operating activities 5,084,022 16,271,981 45,462,840
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
(Increase) decrease in subscriptions receivable 5,365,420 (5,365,420) --
Offering of units 12,056,614 10,251,712 --
Increase (decrease) in redemptions payable (97,843) 818,800 (660,125)
Redemptions of units (19,013,295) (28,325,728) (30,797,183)
-------------- -------------- --------------
Net cash used for financing activities (1,689,104) (22,620,636) (31,457,308)
-------------- -------------- --------------

Net increase (decrease) in cash 3,394,918 (6,348,655) 14,005,532
Balance at beginning of period 154,784,007 161,132,662 147,127,130
-------------- -------------- --------------
Balance at end of period 158,178,925 154,784,007 161,132,662
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-24
<PAGE>
DEAN WITTER SELECT FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION--Dean Witter Select Futures Fund L.P. (the "Partnership") is a
limited partnership organized to engage in the speculative trading of commodity
futures contracts, commodity options contracts and forward contracts on foreign
currencies. The general partner for the Partnership is Demeter Management
Corporation ("Demeter"). Demeter is a wholly-owned subsidiary of Morgan Stanley,
Dean Witter, Discover & Co. ("MSDWD").

On May 31, 1997, Morgan Stanley Group Inc. was merged with and into Dean Witter,
Discover & Co. ("DWD"). At that time DWD changed its corporate name to Morgan
Stanley, Dean Witter, Discover & Co.

Demeter has retained EMC Capital Management, Inc. ("EMC"), Rabar Market
Research, Inc. ("Rabar") and Sunrise Capital Management, Inc. ("Sunrise") as the
trading advisors of the Partnership.

Through July 31, 1997, the sole commodity broker for the Partnership's
transactions was Dean Witter Reynolds Inc. ("DWR"), also a subsidiary of MSDWD.
On July 31, 1997, DWR closed the sale of its institutional futures business and
foreign currency trading operations to Carr Futures, Inc. ("Carr"), a subsidiary
of Credit Agricole Indosuez. Following the sale, Carr became the clearing
commodity broker for the Partnership's futures and futures options trades and
the counterparty on the Partnership's foreign currency trades. DWR will continue
to serve as the non-clearing commodity broker for the Partnership with Carr
providing all clearing services for Partnership transactions.

Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by the General and Limited Partners
based upon their proportional ownership interests.

OFFERING OF UNITS--During the period from October 17, 1996 through February 28,
1997 additional Units were offered to the public at a price equal to 100% of the
Net Asset Value as of the close of business on the last day of each month prior
to the March 1, 1997 final closing date of the offering.

REVENUE RECOGNITION--Commodity futures contracts, commodity options 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 the Partnership interest income based upon 80% of
average daily Net Assets for the month at a rate equal to a prevailing rate on
U.S. Treasury Bills issued during such month. For purposes of such interest
payments, Net Assets do not include monies due the Partnership on forward
contracts and other commodity interests, but not actually received.

NET INCOME (LOSS) PER UNIT--Net income (loss) per Unit is computed using the
weighted average number of units outstanding during the period.

EQUITY IN COMMODITY FUTURES TRADING ACCOUNTS--The Partnership's asset "Equity in
Commodity futures trading accounts" consists of cash on deposit at DWR and Carr
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 in each period due to
master netting agreements.

BROKERAGE COMMISSIONS AND RELATED TRANSACTION FEES AND COSTS--The Partnership
accrued brokerage commissions on a half-turn basis at 80% of DWR's published
non-member rates. Transaction fees and costs were accrued on a half-turn basis.
Prior to September 1, 1996, brokerage commissions were capped at 3/4 of 1% per
month of the Net Assets allocated to each trading advisor as defined in the
Limited Partnership Agreement (a 9% annual rate). Transaction fees and costs,
exclusive of "give-up" fees, were capped at 1/12 of 1% per month of the Net
Assets allocated to each trading advisor (a 1% annual rate).

F-25
<PAGE>

Effective September 1, 1996, brokerage commissions and transaction fees
chargeable to the Partnership have been capped at 13/20 of 1% per month of the
Net Assets (as defined in the Limited Partnership Agreement) allocated to each
such Trading Advisor (a 7.8% annual rate).

OPERATING EXPENSES--The Partnership bears all operating expenses related to its
trading activities, to a maximum of 1/4 of 1% annually of the Partnership's
average month-end Net Assets. These include filing fees, clerical,
administrative, auditing, accounting, legal, mailing, printing, and other
incidental operating expenses as permitted by the Limited Partnership Agreement.
In addition, the Partnership incurs a monthly management fee and may incur an
incentive fee. Demeter bears all other operating expenses.

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 of any month that is
at least six months after the closing at which an investor becomes a limited
partner, upon five business days advance notice by redemption form to Demeter.
Thereafter, Units may be redeemed as of the end of any month upon five business
days advance notice by redemption form to Demeter. 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 became 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. Limited Partners who
obtained their units via an exchange from another DWR sponsored commodity pool
are not subject to the six month holding period or the redemption charges.

DISTRIBUTIONS--Distributions, other than on redemption of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.

INCOME TAXES--No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of the Partnership's revenues
and expenses for income tax purposes.

DISSOLUTION OF THE PARTNERSHIP--The Partnership will terminate on December 31,
2025, or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.

2. RELATED PARTY TRANSACTIONS

The Partnership's cash is on deposit with DWR and Carr in commodity trading
accounts to meet margin requirements as needed. DWR pays interest on these funds
as described in Note 1. Under its customer agreement with DWR, the Partnership
pays DWR brokerage commissions as described in Note 1.

3. TRADING ADVISORS

Compensation to EMC, Rabar and Sunrise consists of a management fee and an
incentive fee as follows:

MANAGEMENT FEE--The Partnership pays a monthly management fee equal to 1/4 of 1%
per month of the Net Assets (a 3% annual rate) allocated to each Trading
Advisor, as of the last day of each month.

INCENTIVE FEE--The Partnership pays a quarterly incentive fee to each trading
advisor equal to 17.5% of the Trading Profits, experienced with respect to each
Trading Advisor's allocated Net Assets as of the end of each calendar quarter.
If a Trading Advisor has experienced "Trading Lossess" with respect to its
allocated Net Assets at the time of a supplemental closing, the trading advisor
must earn back such losses plus a pro rata amount related to the funds allocated
to the trading advisor at a supplemental closing before the trading advisor is
eligible for an incentive fee. Such incentive fee is accrued in each month in
which "Trading Profits" occurs. In those months in which "Trading Profits" are
negative, previous accruals, if any, during the incentive period will be
reduced. In those instances in which a Limited Partner redeems an investment,
the incentive fee (if earned through a redemption date) is to be paid to such
advisor on those redemptions in the month of such redemptions.

4. FINANCIAL INSTRUMENTS

The Partnership trades futures, options and forward contracts in interest rates,
stock indices, commodities, currencies, petroleum and precious metals. Futures
and forwards represent contracts for delayed delivery of an instrument at a
specified date and price. Risk arises from changes in the value of these
contracts and the

F-26
<PAGE>

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, 1997 and 1996, open contracts were:

<TABLE>
<CAPTION>
CONTRACT OR NOTIONAL
AMOUNT
--------------------------
1997 1996
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures:
Commitment to Purchase 428,493,000 295,593,000
Commitment to Sell 173,316,000 224,416,000
Commodity Futures:
Commitment to Purchase 23,131,000 28,171,000
Commitment to Sell 135,389,000 106,936,000
Options Written -- 1,299,000
Foreign Futures:
Commitment to Purchase 997,389,000 395,250,000
Commitment to Sell 315,676,000 73,489,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS:
Commitment to Purchase 96,671,000 212,000
Commitment to Sell 127,065,000 --
</TABLE>

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 $9,627,161 and $6,477,994 as of December 31, 1997 and 1996,
respectively.

Of the $9,627,161 net unrealized gain on open contracts at December 31, 1997,
$10,514,844 related to exchange-traded futures contracts and ($887,683) related
to off-exchange-traded forward currency contracts.

Of the $6,477,994 net unrealized gain on open contracts at December 31,
1996, $6,477,946 related to exchange-traded futures contracts and $48 related to
off-exchange-traded forward currency contracts.

Exchange-traded futures contracts held by the Partnership at December 31,
1997 and 1996 mature through December 1998 and December 1997, respectively.
Off-exchange-traded forward currency contracts held by the Partnership at
December 31, 1997 and 1996 mature through March 1998 and January 1997,
respectively.

The contract amounts in the above table represent the Partnership's extent of
involvement in the particular class of financial instrument, but not the credit
risk associated with counterparty nonperformance. The credit risk associated
with these instruments is limited to the amounts reflected in the Partnership's
Statements of Financial Condition.

The Partnership also has credit risk because either DWR or Carr acts as the
futures commission merchant or the counterparty, with respect to most of the
Partnership's assets. Exchange-traded futures and options contracts are marked
to market on a daily basis, with variations in value settled on a daily basis.
DWR and Carr, as futures commission merchants for the Partnership's
exchange-traded futures and options contracts, are required pursuant to
regulations of the Commodity Futures Trading Commission to segregate from their
own assets, and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures and options contracts,
including an amount equal to the net unrealized gain on all open futures and
options contracts, which funds totaled $168,693,769 and $161,261,953 at December
31, 1997 and 1996, respectively. With respect to the Partnership's
off-exchange-traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount equal to the
net unrealized gain on open forward contracts be segregated. With respect to
those off-exchange-traded forward currency contracts, the Partnership is at risk
to the ability of Carr, the sole counterparty on all of such contracts, to
perform. Carr's parent, Credit Agricole Indosuez, has guaranteed Carr's
obligations to the Partnership.

F-27
<PAGE>

For the years ended December 31, 1997 and 1996, the average fair value of
financial instruments held for trading purposes was as follows:

<TABLE>
<CAPTION>
1997
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 363,272,000 243,761,000
Options on Financial Futures 3,781,000 --
Commodity Futures 95,455,000 76,233,000
Options on Commodity Futures 2,484,000 1,789,000
Foreign Futures 360,391,000 382,135,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 41,814,000 40,388,000

1996
--------------------------
ASSETS LIABILITIES
------------ ------------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 352,972,000 262,469,000
Commodity Futures 90,720,000 60,672,000
Options on Commodity Futures 2,341,000 308,000
Foreign Futures 458,659,000 117,896,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 9,226,000 20,258,000
</TABLE>

5. LEGAL MATTERS

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR. Named defendants include DWR, Demeter, Dean Witter
Futures and Currency Management Inc., MSDWD (all such parties referred to
hereafter as the "Dean Witter Parties"), the Partnership, certain other limited
partnership commodity pools of which Demeter is the general partner, and certain
trading advisors to those pools. On June 16, 1997, the plaintiffs in the above
actions filed a consolidated amended complaint alleging, among other things,
that the defendants committed fraud, deceit, negligent misrepresentation,
various violations of the California Corporations Code, intentional and
negligent breach of fiduciary duty, fraudulent and unfair business practices,
unjust enrichment, and conversion in the sale and operation of the various
limited partnerships commodity pools. Similar purported class actions were also
filed on September 18 and 20, 1996 in the Supreme Court of the State of New
York, New York County, and on November 14, 1996 in the Superior Court of the
State of Delaware, New Castle County, against the Dean Witter Parties and
certain trading advisors on behalf of all purchasers of interests in various
limited partnership commodity pools, including the Partnership, sold by DWR. A
consolidated and amended complaint in the action pending in the Supreme Court of
the State of New York was filed on August 13, 1997, alleging that the defendants
committed fraud, breach of fiduciary duty, and negligent misrepresentation in
the sale and operation of the various limited partnership commodity pools. On
December 16, 1997, upon motion of the plaintiffs, the action pending in the
Superior Court of the State of Delaware was voluntarily dismissed without
prejudice. The complaints seek unspecified amounts of compensatory and punitive
damages and other relief. It is possible that additional similar actions may be
filed and that, in the course of these actions, other parties, including other
partnerships, could be added as defendants. The Dean Witter Parties believe that
they have strong defenses to, and they will vigorously contest, the actions.
Although the ultimate outcome of legal proceedings cannot be predicted with
certainty, it is the opinion of management of the Dean Witter Parties that the
resolution of the actions will not have a material adverse effect on the
financial condition or the results of operations of any of the Dean Witter
Parties.

6. SUBSEQUENT EVENT

On March 12, 1998, Select Fund filed a registration statement (the "Offering")
with the Securities and Exchange Commission to register 1,500,000 Units for sale
and to include the Partnership as part of an open-ended series of funds, the
Spectrum Series, for which Demeter also serves as general partner. The
Partnership will change its name to Dean Witter Spectrum Select L.P. Effective
with the first monthly closing of the Offering, each outstanding Unit of the
Partnership will be converted into 100 Units. In addition, at this time the
incentive fee payable to each Trading Advisor will be reduced to 15% of "Trading
Profits," as defined in the Prospectus, and will be payable on a monthly basis.
Brokerage fees will be charged to the Partnership at a monthly rate of 1/12 of
7.25% of 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.

F-28
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Demeter Management Corporation:

We have audited the accompanying statements of financial condition of Demeter
Management Corporation (a wholly-owned subsidiary of Morgan Stanley, Dean
Witter, Discover & Co.) (the "Company") as of November 30, 1997 and December 31,
1996. These statements of financial condition are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements of financial condition based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of financial condition are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of financial
condition. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
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 Demeter Management Corporation as of
November 30, 1997 and December 31, 1996 in conformity with generally accepted
accounting principles.

January 12, 1998
New York, New York

F-29
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.)
STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
NOVEMBER 30, DECEMBER 31,
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
$ $
Investments in affiliated partnerships (Note 2) 22,016,069 18,955,507
Income taxes receivable 429,885 --
Receivable from affiliated partnership 968 1,049
------------ ------------
Total Assets 22,446,922 18,956,556
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Payable to MSDWD (Note 3) 17,995,100 15,762,235
Income taxes payable -- 114,218
Accrued expenses 34,072 30,379
------------ ------------
Total Liabilities 18,029,172 15,906,832
------------ ------------

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 111,170,000 111,170,000
Retained earnings 4,267,750 2,899,724
------------ ------------
115,487,750 114,119,724
Less: Notes receivable from MSDWD (Note 4) (111,070,000) (111,070,000)
------------ ------------
Total Stockholder's Equity 4,417,750 3,049,724
------------ ------------
Total Liabilities and Stockholder's Equity 22,446,922 18,956,556
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these statements of financial
condition.

F-30
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY, 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
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").

On May 31, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") was merged with
and into Dean Witter, Discover & Co. ("DWD"). At that time, DWD changed its
corporate name to Morgan Stanley, Dean Witter, Discover & Co. Prior to the
merger, DWD's fiscal year ended on December 31. Subsequent to the merger, MSDWD
and Demeter adopted a fiscal year end of November 30.

Demeter manages the following commodity pools as their sole general partner:
Dean Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P.
(formerly Dean Witter Principal Guaranteed Fund L.P.), Dean Witter Principal
Plus Fund L.P. ("DWPPF"), Dean Witter Principal Plus Fund Management L.P., Dean
Witter Portfolio Strategy Fund L.P. (formerly Dean Witter Principal Secured
Futures Fund L.P.) ("DWPSF"), Dean Witter 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. ("DWIBP I"),
Dean Witter Institutional Account II L.P., DWFCM International Access Fund L.P.,
Dean Witter Anchor Institutional Balanced Portfolio Account L.P., ("Anchor"),
Dean Witter Spectrum Balanced L.P., Dean Witter Spectrum Strategic L.P., Dean
Witter Spectrum Technical L.P., DWR Chesapeake L.P., DWR Institutional Balanced
Portfolio Account III L.P., DWR/JWH Futures Fund L.P. ("DWR/JWH") and Morgan
Stanley Tangable Asset Fund L.P. ("MSTAF").

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.

In November of 1995, Demeter entered into a limited partnership agreement as
General Partner in DWR/JWH, 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 DWR/JWH was $75,000.

Demeter terminated Dean Witter Principal Guaranteed Fund II L.P. ("DWPGF II") as
of March 31, 1996. DWPGF II was liquidated and holders of units as of March 31,
1996 received a final distribution equal to the net asset value per unit on that
date multiplied by their respective number of units.

On July 31, 1996, with the Net Asset Value of DWPSF above $1,000 per unit, the
letter of credit arrangement which assured investors who redeemed their units on
July 31, 1996 a minimum Net Asset Value of $1,000 per unit expired. On August 1,
1996, that partnership was renamed "Dean Witter Portfolio Strategy Fund L.P."
and will continue trading in a non-guaranteed format. As a result, both the
reduction of interest income of 1.125% per annum for the letter of credit fee
paid by Dean Witter Reynolds Inc. ("DWR") and the letter of credit fee of 1% of
new appreciation have been eliminated.

Demeter reopened DWSFF for additional investment and on August 13, 1996 DWSFF
registered with the SEC 60,000 Units which are being offered to investors for a
limited time in a public offering.

On August 20, 1996, Demeter ceased trading activities in DWIBP I and distributed
approximately 97% of DWIBP I's assets. At that time, there were open forward
positions maturing through December 1996. DWIBP I will liquidate and distribute
its remaining assets in 1997.

Demeter reopened DWPSF for additional investment and on May 12, 1997 DWPSF
registered with the SEC 50,000 units which were offered to investors for a
limited time in a public offering.

On July 31, 1997, Demeter entered into a limited partnership agreement as
general partner in MSTAF. On November 4, 1997, MSTAF registered with the SEC
5,000,000 units to be offered to investors for a limited time in a public
offering.

On September 18, 1997, Demeter ceased trading activities in Anchor and
distributed approximately 87% of Anchor's assets. Demeter will distribute the
remainder of Anchor's assets in 1998.

INCOME TAXES--The results of operations of Demeter are included in the
consolidated federal income tax return of MSDWD, computed on a separate company
basis and due to MSDWD.

F-31
<PAGE>
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, liabilities and partners' capital of all the funds managed by
Demeter at November 30, 1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
NOVEMBER 30, DECEMBER 31,
1997 1996
------------- -------------
$ $
<S> <C> <C>
Total assets.................................................. 1,195,307,516 1,084,660,072
Total liabilities............................................. 19,346,113 27,893,698
Total partners' capital....................................... 1,175,961,403 1,056,766,374
</TABLE>

Demeter's investments in the above limited partnerships are carried at market
value with changes in such market value reflected currently in operations.

3. PAYABLE TO MSDWD

The payable to MSDWD is primarily for amounts due for the purchase of
partnership investments.

4. NET WORTH REQUIREMENT

At November 30, 1997 and December 31, 1996, Demeter held non-interest bearing
notes from MSDWD that were payable on demand. These notes were received in
connection with additional capital contributions aggregating $111,070,000.

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 MSDWD are included in net worth for
purposes of this calculation.

5. LEGAL MATTERS

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by Dean Witter Reynolds, Inc. ("DWR) an affiliate of
Demeter. Named defendants include DWR, Demeter, Dean Witter Futures and Currency
Management Inc., MSDWD (all such parties referred to hereafter as the "Dean
Witter Parties"), certain limited partnership commodity pools of which Demeter
is the general partner, and certain trading advisors to those pools. On June 16,
1997, the plaintiffs in the above actions filed a consolidated amended
complaint. Similar purported class actions were also filed on September 18 and
20, 1996 in the Supreme Court of the State of New York, New York County, and on
November 14, 1996 in the Superior Court of the State of Delaware, New Castle
County, against the Dean Witter Parties and certain trading advisors on behalf
of all purchasers of interests in various limited partnership commodity pools
sold by DWR. Generally, these complaints allege, among other things, that the
defendants committed fraud, deceit, misrepresentation, breach of fiduciary duty,
fraudulent and unfair business practices, unjust enrichment, and conversion in
connection with the sale and operation of the various limited partnership
commodity pools. The complaints seek unspecified amounts of compensatory and
punitive damages and other relief. It is possible that additional similar
actions may be filed and that, in the course of these actions, other parties
could be added as defendants. The Dean Witter Parties believe that they have
strong defenses to, and they will vigorously contest, the actions. Although the
ultimate outcome of legal proceedings cannot be predicted with certainty, it is
the opinion of management of the Dean Witter Parties that the resolution of the
actions will not have a material adverse effect on the financial condition or
the results of operations of any of the Dean Witter Parties.

F-32
<PAGE>
EXHIBIT A

TABLE OF CONTENTS TO FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT FOR DEAN WITTER SPECTRUM STRATEGIC L.P., DEAN WITTER SPECTRUM
TECHNICAL L.P., DEAN WITTER SPECTRUM BALANCED L.P. (FORMERLY DEAN WITTER
SPECTRUM BALANCED L.P.) AND DEAN WITTER SPECTRUM SELECT L.P. (FORMERLY DEAN
WITTER SELECT FUTURES FUND L.P.)

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C> <C>
1. Formation; Name......................................................................... A-1
2. Office.................................................................................. A-1
3. Business................................................................................ A-2
4. Term; Dissolution; Fiscal Year.......................................................... A-2
(a) Term.............................................................................. A-2
(b) Dissolution....................................................................... A-3
(c) Fiscal Year....................................................................... A-3
5. Net Worth of General Partner............................................................ A-3
6. Capital Contributions and Offering of Units of Limited Partnership Interest............. A-3
7. Allocation of Profits and Losses; Accounting; Other Matters............................. A-5
(a) Capital Accounts.................................................................. A-5
(b) Monthly Allocations............................................................... A-5
(c) Allocation of Profit and Loss for Federal Income Tax Purposes..................... A-5
(d) Definitions; Accounting........................................................... A-6
(e) Expenses and Limitations Thereof.................................................. A-7
(f) Limited Liability of Limited Partners............................................. A-8
(g) Return of Limited Partner's Capital Contribution.................................. A-8
(h) Distributions..................................................................... A-8
(i) Interest on Assets................................................................ A-8
8. Management and Trading Policies......................................................... A-8
(a) Management of the Partnership..................................................... A-8
(b) The General Partner............................................................... A-8
(c) General Trading Policies.......................................................... A-9
(d) Changes to Trading Policies....................................................... A-10
(e) Miscellaneous..................................................................... A-10
9. Audits; Reports to Limited Partners..................................................... A-12
10. Transfer; Redemption of Units; Exchange Privilege....................................... A-13
(a) Transfer.......................................................................... A-13
(b) Redemption........................................................................ A-13
(c) Exchange Privilege................................................................ A-15
11. Special Power of Attorney............................................................... A-16
12. Withdrawal of Partners.................................................................. A-16
13. No Personal Liability for Return of Capital............................................. A-16
14. Standard of Liability; Indemnification.................................................. A-16
(a) Standard of Liability............................................................. A-16
(b) Indemnification by the Partnership................................................ A-16
(c) Affiliate......................................................................... A-17
(d) Indemnification by Partners....................................................... A-17
15. Amendments; Meetings.................................................................... A-17
(a) Amendments with Consent of the General Partner.................................... A-17
(b) Meetings.......................................................................... A-18
(c) Amendments and Actions without Consent of the General Partner..................... A-18
(d) Action Without Meeting............................................................ A-18
(e) Amendments to Certificate of Limited Partnership.................................. A-19
16. Index of Defined Terms.................................................................. A-19
17. Governing Law........................................................................... A-20
18. Miscellaneous........................................................................... A-20
(a) Priority among Limited Partners................................................... A-20
(b) Notices........................................................................... A-20
(c) Binding Effect.................................................................... A-20
(d) Captions.......................................................................... A-20
Annex A--Request for Redemption: Dean Witter Managed Futures Funds................ A-21
</TABLE>
<PAGE>
EXHIBIT A

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
FOR DEAN WITTER SPECTRUM STRATEGIC L.P., DEAN WITTER SPECTRUM TECHNICAL L.P.,
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P. (FORMERLY DEAN WITTER SPECTRUM
BALANCED L.P.) AND DEAN WITTER SPECTRUM SELECT L.P. (FORMERLY DEAN WITTER SELECT
FUTURES FUND L.P.)

[Bracketed language] NOT included in Dean Witter Spectrum Global Balanced
L.P.
ITALICIZED LANGUAGE included ONLY in Dean Witter Spectrum Global Balanced
L.P.
Underscored language NOT included in Dean Witter Spectrum Select L.P.
BOLDFACED LANGUAGE included ONLY in Dean Witter Spectrum Select L.P.

This Agreement of Limited Partnership, made as of May 27, 1994, as amended
and restated as of ________, 1998, 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"). The definitions of capitalized terms used in this Agreement and
not defined where used may be found by reference to the index of defined terms
in Section 16.

THIS AGREEMENT OF LIMITED PARTNERSHIP, MADE AS OF MARCH 21, 1991, AS AMENDED
AND RESTATED AS OF AUGUST 31, 1993, AS FURTHER AMENDED AND RESTATED AS OF
OCTOBER 17, 1996, AND AS FURTHER AMENDED AND RESTATED AS OF , 1998, BY
AND AMONG DEMETER MANAGEMENT CORPORATION, A DELAWARE CORPORATION (THE "GENERAL
PARTNER"), AND THE OTHER PARTIES WHO SHALL EXECUTE THIS AGREEMENT, WHETHER IN
COUNTERPART, BY SEPARATE INSTRUMENT, OR OTHERWISE, AS LIMITED PARTNERS
(COLLECTIVELY "LIMITED PARTNERS"; THE GENERAL PARTNER AND LIMITED PARTNERS MAY
BE COLLECTIVELY REFERRED TO HEREIN AS "PARTNERS"). THE DEFINITIONS OF
CAPITALIZED TERMS USED IN THIS AGREEMENT AND NOT DEFINED WHERE USED MAY BE FOUND
BY REFERENCE TO THE INDEX OF DEFINED TERMS IN SECTION 16.

WITNESSETH:

WHEREAS, the parties hereto desire to form a limited partnership for the
purpose of engaging in the speculative trading of future interests.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. FORMATION; NAME.

The parties hereto do hereby form a limited partnership under the Delaware
Revised Uniform Limited Partnership Act, as amended and in effect on the date
hereof (the "Act"). The name of the limited partnership is Dean Witter Spectrum
GLOBAL BALANCED[Strategic][Technical][SELECT] 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 may deem necessary or advisable to allow the Partnership to conduct
business as a limited partnership where the Partnership conducts business in any
jurisdiction, and to otherwise provide that Limited Partners will have limited
liability with respect to the activities of the Partnership in all such
jurisdictions, and to comply with the law of any jurisdiction. Each Limited
Partner hereby undertakes to furnish to the General Partner a power of attorney
and such additional information as the General Partner may request to complete
such documents and to execute and cooperate in the filing, recording, or
publishing of such documents as the General Partner determines appropriate.

2. OFFICE.

The principal office of the Partnership shall be Two World Trade Center,
62nd Floor, New York, New York 10048, or such other place as the General Partner
may designate from time to time.

A-1
<PAGE>
The address of the principal office of the Partnership in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and
address of the registered agent for service of process on the Partnership in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, or such other
agent as the General Partner shall designate from time to time.

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 Futures
Trading Commission (the "CFTC") for investment of customer funds and other
securities on a limited basis, and to engage in all activities incident thereto.
The objective of the Partnership's business is appreciation of its assets
through speculative trading. The Partnership may pursue this objective in any
lawful manner consistent with the Partnership's trading policies. The
Partnership may engage in the foregoing activities either directly or through
any lawful transaction or any lawful activity into which a limited partnership
may enter or in which a limited partnership may engage under the laws of the
State of Delaware; PROVIDED that such transactions or activities do not subject
the Limited Partners to any liability in excess of the limited liability
provided for herein and contemplated by the Act.

4. TERM; DISSOLUTION; FISCAL YEAR.

(a)__TERM.__The term of the Partnership shall commence upon the filing of
the Certificate of Limited Partnership in the Office of the Secretary of State
of the State of Delaware and shall end upon the first to occur of the following:
(i) December 31, 2035; (ii) receipt by the General Partner of a notice setting
forth an election to terminate and dissolve the Partnership at a specified time
by Limited Partners owning more than 50% of the outstanding Units (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.
(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, 2025; (II) 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; (III) 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), 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; (IV) 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; (V) 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 LESS THAN
$250,000; (VI) A DETERMINATION BY THE GENERAL PARTNER THAT THE PARTNERSHIP'S NET
ASSETS IN RELATION TO THE OPERATING EXPENSES OF THE PARTNERSHIP MAKE IT
UNREASONABLE OR IMPRUDENT TO CONTINUE THE BUSINESS OF THE PARTNERSHIP; (VII) THE
OCCURRENCE OF ANY EVENT WHICH SHALL MAKE IT UNLAWFUL FOR THE EXISTENCE OF THE
PARTNERSHIP TO BE CONTINUED; OR (VIII) A DETERMINATION BY THE GENERAL PARTNER TO
TERMINATE THE PARTNERSHIP FOLLOWING A SPECIAL REDEMPTION DATE AS DESCRIBED IN
SECTION 9.

A-2
<PAGE>
(b) DISSOLUTION. Upon the occurrence of an event causing the termination
of the Partnership, the Partnership shall terminate and be dissolved.
Dissolution, payment of creditors, and distribution of the Partnership's Net
Assets shall be effected as soon as practicable in accordance with the Act,
except that the General Partner and each Limited Partner (and any assignee)
shall share in the Net Assets of the Partnership pro rata in accordance with
such Partner's respective capital account, less any amount owing by such Partner
(or assignee) to the Partnership. The General Partner shall, at its option, be
entitled to supervise the liquidation of the Partnership.

Nothing contained in this Agreement shall impair, restrict, or limit the
rights and powers of the Partners under the law of the State of Delaware and any
other jurisdiction in which the Partnership shall be conducting business to
reform and reconstitute themselves as a limited partnership following
dissolution of the Partnership, either under provisions identical to those set
forth herein or any others which they shall deem appropriate.

(c) FISCAL YEAR. The fiscal year of the Partnership shall begin on January
1 of each year and end on the following December 31.

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 such partnership's partners, or to any limited partnership for which it
acts as a general partner by all partners, are less than $2,500,000, then with
respect to the Partnership and any such limited partnership, the General Partner
shall maintain its net worth at an amount of at least 15% of the total
contributions to the Partnership by all Partners and of the total contributions
to any such limited partnership for which it acts as a general partner by all
such partnership's partners or $250,000, whichever is the lesser; and, PROVIDED,
FURTHER, that in no event shall the General Partner's net worth be less than
$50,000. For the purposes of this Section 5, "net worth" shall be calculated in
accordance with generally accepted accounting principles, except as otherwise
specified in this Section 5, with all current assets based on their then current
market values. The interests owned by the General Partner in the Partnership and
any other partnerships for which it acts as a general partner and any notes and
accounts receivable from and payable to any limited partnership in which it has
an interest shall not be included as an asset in calculating its net worth, but
any notes receivable from an affiliate (as such term is defined in Regulation
S-X of the rules and regulations of the Securities and Exchange Commission (the
"SEC")) of the General Partner or letters of credit may be included.

The General Partner agrees that it shall not be a general partner of any
limited partnership other than the Partnership unless, at all times when it is a
general partner of any such additional limited partnership, its net worth is at
least equal to the net worth required by the preceding paragraph of this Section
5.

The requirements of the preceding two paragraphs of this Section 5 may be
modified by the General Partner at its option, without notice to or the consent
of the Limited Partners, PROVIDED THAT: (a) such modification does not adversely
affect the interests of the Limited Partners, and (b) the General Partner
obtains a written opinion of counsel for the Partnership that such proposed
modification: (i) will not adversely affect the classification of the
Partnership as a partnership for federal income tax purposes, (ii) will not
adversely affect the status of the Limited Partners as limited partners under
the Act, and (iii) will not violate any applicable state securities or Blue Sky
law or any rules, regulations, guidelines, or statements of policy promulgated
or applied thereunder; PROVIDED, HOWEVER, that the General Partner's net worth
may not be reduced below the lesser of (A) the net worth required by Section
II.B of the Guidelines for Registration of Commodity Pool Programs, as adopted
in revised form by the North American Securities Administrators Association,
Inc. in September, 1993 (the "NASAA Guidelines"), and (B) the net worth required
by such Guidelines as in effect on the date of such proposed modification.

6. CAPITAL CONTRIBUTIONS AND OFFERING OF UNITS OF LIMITED PARTNERSHIP INTEREST.

The General Partner shall contribute to the Partnership, in $1,000
increments, such amount in cash as is necessary to make the General Partner's
capital contribution at least equal to the greater of: (a) 1% of aggregate
capital contributions to the Partnership by all Partners (including the General
Partner's contribution) and (b) $25,000. Such contribution by the General
Partner need not exceed the amount described above and shall be

A-3
<PAGE>
evidenced by Units of General Partnership Interest ("Unit(s) of General
Partnership Interest"). The General Partner shall maintain its interest in the
capital of the Partnership at no less than the amount stated above. The General
Partner, without notice to or consent of the Limited Partners, may withdraw any
portion of its interest in the Partnership that is in excess of its required
interest 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 net asset value
of a Unit of General Partnership Interest shall at all times be equivalent to
the Net Asset Value of a Unit of Limited Partnership Interest.

The General Partner, for and on behalf of the Partnership, shall issue and
sell Units to persons desiring to become Limited Partners, PROVIDED that such
persons shall be determined by the General Partner to be qualified investors and
their subscriptions for Units shall be accepted by the General Partner, which
acceptance the General Partner may withhold in whole or in part in its sole
discretion. The minimum subscription for Units per subscriber shall be such
amount as the General Partner shall determine from time to time in its sole
discretion.

The Partnership, directly and/or through Dean Witter Reynolds Inc. ("DWR")
or such other selling agent or agents (each, a "Selling Agent") as may be
approved by the General Partner, may at any time and from time to time in the
sole discretion of the General Partner offer for sale Units and fractions of
Units (to the third decimal place) in public and/or private offerings, at prices
per Unit, in such minimum amounts, for such periods of time, and on such terms
and conditions as the General Partner shall determine in its sole discretion.
Units offered during any offering shall be issued and sold by the Partnership as
of the close of business (as determined by the General Partner) on the last
business day of a fiscal quarter or month and a closing for subscriptions
received during such offering shall be held as of such date; PROVIDED, HOWEVER,
that the General Partner may hold closings at such other times and for such
other periods as it shall determine in its sole discretion to effectuate such
offerings. At each such closing, the Partnership shall issue and sell Units to
each subscriber whose subscription shall be accepted by the General Partner at a
price per Unit to be determined by the General Partner in its sole discretion;
PROVIDED, HOWEVER, that the offering price per Unit during any offering of Units
shall not at any time be less than the Net Asset Value of a Unit as of the close
of business on the date of the applicable closing at which such Unit shall be
issued and sold, unless the newly offered Units' participation in the
Partnership's profits and losses is proportionately reduced. During any
offering, Units may be subscribed for by the General Partner, DWR, Morgan
Stanley Dean Witter & Co. ("MSDW"), any trading advisor to the Partnership
(each, a "Trading Advisor"), any commodity broker for the Partnership (each, a
"Commodity Broker"), and such persons' respective shareholders, directors,
officers, partners, employees, principals, and Affiliates. Subscriptions for
Units by such persons shall not preclude them from receiving compensation from
the Partnership for services rendered by them in their respective capacities as
other than Limited Partners. No subscriber for Units during any offering of
Units shall become a Limited partner until the General Partner shall: (a) accept
such subscriber's subscription at a closing relating to such offering; (b)
execute this Agreement on behalf of such subscriber pursuant to the power of
attorney in the subscription agreement executed by the subscriber in connection
with such offering; and (c) make an entry on the books and records of the
Partnership reflecting that such subscriber has been admitted as a Limited
Partner. Accepted subscribers shall be deemed Limited Partners at such time as
their admission shall be reflected on the books and records of the Partnership.
The aggregate of all capital contributions to the Partnership shall be available
to the Partnership to carry on its business and no interest shall be paid by the
Partnership on any such contribution.

In connection with any offering of Units by the Partnership, the General
Partner, on behalf of the Partnership, shall: (a) cause to be filed one or more
Disclosure Documents and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law with the
CFTC and the National Futures Association ("NFA"), Forms D or other
applications, notices or forms with the SEC and state securities and Blue Sky
administrators, and Registration Statements, Prospectuses (as used hereinafter,
the term "Prospectus" shall mean the most recent version of the Prospectus
issued by the Partnership, or the most recent version of the Disclosure Document
or other offering memorandum prepared, in connection with the particular
offering of Units), and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law, with the
CFTC, the NFA, the SEC, and the National Association of Securities Dealers,
Inc.; (b) qualify by registration or exemption from registration the Units for
sale under the Blue Sky and securities laws of such states of the United States
and such other jurisdictions as the General Partner in its sole discretion shall
deem advisable or as may be required by applicable law; (c) make such
arrangements for the sale of Units as it shall deem advisable, including

A-4
<PAGE>
engaging DWR or any other firm as Selling Agent and entering into a selling
agreement with DWR or such other Selling Agent; and (d) take such action with
respect to and in order to effectuate the matters described in clauses (a)
through (c) as it shall deem advisable or necessary.

The Partnership shall not pay the costs of any offering or any selling
commissions relating thereto. No Limited Partner shall have any preemptive,
preferential or other rights with respect to the issuance or sale of any
additional Units, except as described in the applicable Prospectus. No Limited
Partner shall have the right to consent to the admission of any additional
Limited Partner. There is no maximum aggregate amount of contributions which may
be received by the Partnership.

All Units subscribed for shall be issued subject to the collection of good
funds. If, at any time, good funds representing payment for Units are not made
available to the Partnership because a subscriber has provided bad funds in the
form of a bad check or draft or otherwise to DWR or another Selling Agent which,
in turn, has deposited the subscription amount with the escrow agent, the
Partnership shall cancel the Units issued to such subscriber represented by such
bad funds, and the subscriber's name shall be removed as a Limited Partner from
the books and records of the Partnership. Any losses or profits sustained by the
Partnership 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 calendar month ("Determination Date")
during each fiscal year of the Partnership, the following determinations and
allocations shall be made:

(1) The Net Assets of the Partnership (as defined in Section 7(d)(1)),
before accrual of the monthly management fees and incentive fees payable to
any Trading Advisor, shall be determined.

(2) The accrued monthly management fees shall then be charged against
Net Assets.

(3) The accrued monthly incentive fees, if any, shall then be charged
against Net Assets.

(4) Any increase or decrease in Net Assets (after the adjustments in
subparagraphs (2) and (3) above), over those of the immediately preceding
Determination Date (or, in the case of the first Determination Date, the
first closing of 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 a
Series Exchange of Units pursuant to Section 10(c) hereof, and any amount
paid to the General Partner upon withdrawal of its interest in the
Partnership shall be charged to that Partner's capital account.

(c) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of
the end of each fiscal year of the Partnership, the Partnership's 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.

(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

A-5
<PAGE>
initial balance of each allocation account shall be the amount paid by
the Partner to the Partnership for the Unit. Allocation accounts shall be
adjusted as of the end of each fiscal year and as of the date a Partner
completely redeems his Units as follows:

(i) Each allocation account shall be increased by the amount of
income allocated to the holder of the Unit pursuant to subparagraph
(c)(1) above and subparagraph (c)(2)(cc) below.

(ii) Each allocation account shall be decreased by the amount of
expense or loss allocated to the holder of the Unit pursuant to
subparagraph (c)(1) above and subparagraph (c)(2)(ee) below and by the
amount of any distribution the holder of the Unit has received with
respect to the Unit (other than on redemption of the Unit).

(iii) When a Unit is redeemed or exchanged in a Series Exchange,
the allocation account with respect to such Unit shall be eliminated.

(bb) Net realized capital gain shall be allocated first to each
Partner who has partially redeemed his Units or exchanged less than all
his Units in a Series Exchange during the fiscal year up to the excess,
if any, of the amount received upon redemption of the Units or the amount
deemed received on the Series Exchange of the Units over the allocation
account attributable to the redeemed Units or the Units exchanged in the
Series Exchange.

(cc) Net 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 in a Series Exchange during the fiscal year up to the excess,
if any, of the allocation account attributable to the redeemed Units or
the Units exchanged in the Series Exchange over the amount received upon
redemption of the Units or the amount deemed received on the Series
Exchange of the Units.

(ee) Net 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 transferee or assignee based on the number of months each held the
transferred or assigned Unit. For purposes of this Section 7(c), tax
allocations shall be made to the General Partner's Units of General
Partnership Interest on a Unit-equivalent basis.

(4) The allocation of profit and loss for federal income tax purposes
set forth herein is intended to allocate taxable profits and loss among
Partners generally in the ratio and to the extent that net profit and net
loss are allocated to such Partners under Section 7(b) hereof so as to
eliminate, to the extent possible, any disparity between a Partner's capital
account and his allocation account with respect to each Unit then
outstanding, consistent with the principles set forth in Section 704(c)(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 (valued at cost), accrued interest and

A-6
<PAGE>
amortization of original issue discount, and the market value of all open
Futures Interests positions and other assets of the Partnership) less the
total liabilities of the Partnership (including, but not limited to, all
brokerage, management and incentive fees, and extraordinary expenses)
determined in accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting. Unless generally
accepted accounting principles require otherwise, the market value of a
Futures Interest traded on a United States exchange shall mean the
settlement price on the exchange on which the particular Futures Interest
was traded by the Partnership on the day with respect to which Net Assets
are being determined; PROVIDED, HOWEVER, that if a Futures Interest could
not have been liquidated on such day due to the operation of daily limits or
other rules of the exchange upon which that Futures Interest shall be traded
or otherwise, the settlement price on the first subsequent day on which the
Futures Interest could be liquidated shall be the market value of such
Futures Interest for such day. The market value of a forward contract or a
Futures Interest traded on a foreign exchange or market shall mean its
market value as determined by the General Partner on a basis consistently
applied for each different variety of forward contract or Futures Interest.

(2) NET ASSET VALUE. The "Net Asset Value" of a Unit shall mean the
Net Assets allocated to capital accounts represented by Units 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 Series Exchanges of Units. The
Partnership will be obligated to pay any extraordinary expenses (determined in
accordance with generally accepted accounting principles) it may incur.

The Partnership's assets held by any Commodity Broker, as provided in
Section 7(i), may be used as margin solely for the Partnership's trading. The
Partnership shall bear all commodity brokerage fees and commissions and, except
as otherwise set forth herein or described in the Prospectus, shall be obligated
to pay all liabilities incurred by it, including, without limitation, all fees
and expenses incurred in connection with its trading activities (including, but
not limited to, floor brokerage fees, exchange fees, clearinghouse fees, NFA
fees, "give up" or transfer fees, costs associated with the taking of delivery
of Futures Interests, fees for the execution of forward contract transactions,
fees for the execution of cash transactions relating to the exchange of futures
for physical transactions, and the use of any Commodity Broker's institutional
and overnight execution facilities (collectively, "Transaction Fees and
Costs")), and management and incentive fees payable to any Trading Advisor.
Appropriate reserves may be created, accrued, and charged against Net Assets for
contingent liabilities, if any, as of the date any such contingent liability
becomes known to the General Partner. Such reserves shall reduce the Net Asset
Value of interests in the Partnership for all purposes, including redemptions
and Series Exchanges.

The following special limits shall apply to the Partnership's fees and
expenses, in accordance with Section IV.C of the NASAA Guidelines: (a) the
aggregate of (i) the management fees payable by the Partnership to the Trading
Advisor(s), and (ii) the Partnership's customary and routine administrative
expenses (other than commodity brokerage commissions or fees, Transaction Fees
and Costs, incentive fees, legal and auditing fees and expenses, and
extraordinary expenses), 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 fees payable by the Partnership shall not exceed 15% of the
Partnership's "Trading Profits" (as defined in the Prospectus) attributable to
such Trading Advisor for the applicable calculation period, PROVIDED that such
incentive fees may be increased by 2% for each 1% by which the aggregate fees
and expenses described in clause (a) of this sentence are below the 6% of Net
Assets annual limit thereon (I.E., if such fees and expenses are 4% of Net
Assets, the maximum incentive fee payable may be increased to 19%); (c) any
"roundturn" brokerage commissions (excluding Transaction Fees and Costs) payable
by the Partnership to any Commodity Broker shall not exceed 80% of such
Commodity Broker's published non-member rates for speculative accounts; and (d)
the aggregate of (i) the brokerage commissions or fees payable by the
Partnership to any Commodity Broker, (ii) any Transaction Fees

A-7
<PAGE>
and Costs separately payable by the Partnership, and (iii) any net excess
interest and compensating balance benefits to any Commodity Broker (after
crediting the Partnership with interest), shall not exceed 14% annually of the
Partnership's average monthly Net Assets as at the last day of each month during
each calendar year. The General Partner or an Affiliate thereof shall pay and
shall not be reimbursed for any fees and expenses in excess of any such limits.

(f) LIMITED LIABILITY OF LIMITED PARTNERS. Each Unit, when purchased by a
Limited Partner in accordance with the terms of this Agreement, shall be fully
paid and nonassessable. No Limited Partner shall be liable for the Partnership's
obligations in excess of such Partner's unredeemed capital contribution,
undistributed profits, if any, and any distributions and amounts received upon
redemption of Units or deemed received on a Series Exchange of Units, together
with interest thereon. The Partnership shall not make a claim against a Limited
Partner with respect to amounts distributed to such Partner or amounts received
by such Partner upon redemption of Units or deemed received upon a Series
Exchange of Units unless the Net Assets of the Partnership (which shall not
include any right of contribution from the General Partner except to the extent
previously made by it pursuant to this Agreement) shall be insufficient to
discharge the liabilities of the Partnership which shall have arisen prior to
the payment of such amounts.

(g) RETURN OF LIMITED PARTNER'S CAPITAL CONTRIBUTION. Except to the extent
that a Limited Partner shall have the right to withdraw capital through
redemption or Series Exchange of Units in accordance with Section 10(b) or (c),
no Limited Partner shall have any right to demand the return of his capital
contribution or any profits added thereto, except upon termination and
dissolution of the Partnership. In no event shall a Limited Partner be entitled
to demand or receive from the Partnership property other than cash.

(h) DISTRIBUTIONS. The General Partner shall have sole discretion in
determining what distributions (other than on redemption or Series Exchange of
Units), if any, the Partnership shall make to its Partners. If made, all
distributions shall be pro rata in accordance with the respective capital
accounts of the Partners and may be made by credit to a Limited Partner's
account with DWR or by check if such account is closed.

(i) INTEREST ON ASSETS. The Partnership shall deposit all of its assets
with such Commodity Broker(s) as the Partnership shall utilize from time to
time, and such assets shall be used by the Partnership to engage in Futures
Interests trading. Unless provided otherwise in the Prospectus, such assets will
be invested in securities approved by the CFTC for investment of customer funds
or held in non-interest-bearing accounts, and such Commodity Broker(s) will
credit the Partnership at month-end with interest income as set forth in the
Prospectus or as otherwise set forth in a notice to Limited Partners.

8. MANAGEMENT AND TRADING POLICIES.

(a) MANAGEMENT OF THE PARTNERSHIP. Except as may be otherwise specifically
provided herein, the General Partner, to the exclusion of all Limited Partners,
shall conduct and manage the business of the Partnership, including, without
limitation, the investment of the funds of the Partnership. No Limited Partner
shall have the power to represent, act for, sign for, or bind the General
Partner or the Partnership. Except as provided herein, no Partner shall be
entitled to any salary, draw, or other compensation from the Partnership. Each
Limited Partner hereby undertakes to furnish to the General Partner such
additional information as may be determined by the General Partner to be
required or appropriate for the Partnership to open and maintain an account or
accounts with the Partnership's Commodity Broker(s) for the purpose of trading
in Futures Interests.

The General Partner shall be under a fiduciary duty to conduct the affairs
of the Partnership in the best interests of the Partnership. The Limited
Partners will under no circumstances be permitted to contract away, or be deemed
to have contracted away, the fiduciary obligations owed them by the General
Partner under statutory or common law. The General Partner shall have fiduciary
responsibility for the safekeeping of all of the funds and assets of the
Partnership, whether or not in its immediate possession or control, and the
General Partner shall not employ, or permit another to employ, such funds or
assets in any manner except for the benefit of the Partnership.

(b) THE GENERAL PARTNER. The General Partner, on behalf of the
Partnership, shall retain one or more Trading Advisors to make all trading
decisions for the Partnership, and shall delegate complete trading discretion to
such Trading Advisors; PROVIDED, HOWEVER, that the General Partner may override
any trading instructions: (i) 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; (ii) to the extent the General Partner believes
doing so is necessary for the protection of the Partnership; (iii) to terminate
the Futures Interests trading of the Partnership; (iv) to comply with applicable
laws or regulations; or (v) as and to the extent necessary, upon

A-8
<PAGE>
the failure of a Trading Advisor to comply with a request to make the necessary
amount of funds available to the Partnership, to fund distributions,
redemptions, or reapportionments among Trading Advisors or to pay the expenses
of the Partnership; and PROVIDED, FURTHER, that the General Partner may make
trading decisions at any time at which a Trading Advisor shall become
incapacitated or some other emergency shall arise as a result of which such
Trading Advisor shall be unable or unwilling to act and a successor Trading
Advisor has not yet been retained.

The Partnership shall not enter into any agreement with the General Partner,
DWR, or their respective Affiliates (other than a selling agreement as
contemplated by Section 6) which has a term of more than one year and which does
not provide that it shall be terminable by the Partnership without penalty upon
60 days' prior written notice by the General Partner; PROVIDED, HOWEVER, that
any such agreement may provide for automatic renewal for additional one-year
terms unless either the Partnership or the other party to such agreement, upon
written notice given not less than 60 days prior to the original termination
date or any extended termination date, notifies the other party of its intention
not to renew.

Subject to the foregoing paragraph, the General Partner is hereby
authorized, on behalf of the Partnership, to enter into the form of management
agreement described in the Prospectus (each, a "Management Agreement") with each
Trading Advisor described in the Prospectus, and to cause the Partnership to pay
to each such Trading Advisor the management and incentive fees provided for in
the applicable Management Agreement, as described in the Prospectus.

The General Partner is further authorized: (a) to modify (including changing
the form and amount of compensation and other arrangements and terms) or
terminate any Management Agreement in its sole discretion in accordance with the
terms of such Management Agreement and to employ from time to time other Trading
Advisors pursuant to management agreements having such terms and conditions and
providing for such form and amount of compensation as the General Partner in its
sole discretion shall deem to be in the best interests of the Partnership, which
terms may include provision for the payment of an incentive fee to a new or
replacement Trading Advisor or Advisors which shall be based on any trading
profits which shall be earned by such Trading Advisor(s), irrespective of
whether such profits shall exceed trading losses incurred by any previous or
existing Trading Advisor or Advisors or by the Partnership as a whole; (b) to
enter into the Customer Agreements described in the Prospectus (each, a
"Customer Agreement") with the Commodity Brokers described in the Prospectus,
and to cause the Partnership to pay to such Commodity Brokers brokerage fees or
commissions and Transaction Fees and Costs at the rates provided for in the
Customer Agreements and as described in the Prospectus; and (c) to modify
(including changing the form and amount of compensation and other arrangements
and terms) and terminate the Customer Agreements in its sole discretion in
accordance with the terms of such Agreements and to employ from time to time
other Commodity Brokers pursuant to customer agreements having such terms and
conditions and providing for such form and amount of compensation as the General
Partner in its sole discretion shall deem to be in the best interests of the
Partnership, PROVIDED, HOWEVER, that the General Partner shall review at least
annually the brokerage arrangements with the Partnership to ensure that the
brokerage fees or commissions paid to any Commodity Broker are fair, reasonable,
and competitive, and represent the best price and services available, taking
into consideration: (i) the size of the Partnership; (ii) the Futures Interests
trading activity; (iii) the services provided by the Commodity Broker, 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.

(c) GENERAL TRADING POLICIES. The General Partner shall require any
Trading Advisor retained by the Partnership to follow the trading policies set
forth below. The following trading policies are applicable to the Partnership as
a whole and do not apply to the trading of any individual Trading Advisor.

1. The Trading Advisors will trade only in those Futures Interests that
have been approved by the General Partner. [The Partnership normally will
not establish new positions in a Futures Interest for any one contract month
or option if such additional positions would result in a net long or short
position for that Futures Interest requiring as margin or premium more than
15% of the Partnership's Net Assets.] In

A-9
<PAGE>
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 Interest if such additional positions would result in the aggregate
net long or short positions for all Futures Interests requiring as margin or
premium for all outstanding positions more than 66 2/3% of the Partnership's
Net Assets. Under certain market conditions, such as an abrupt increase in
margins required by a commodity exchange or its clearinghouse or an
inability to liquidate open positions because of daily price fluctuation
limits, or both, the Partnership may be required to commit as margin amounts
in excess of the foregoing limit. In such event, the Trading Advisors will
reduce their open positions to comply with the foregoing limit before
initiating new positions.]

4. The Trading Advisors will not generally take a position after the
first notice day in any Futures Interest during the delivery month of that
Futures Interest, except to match trades to close out a position on the
interbank foreign currency or other forward markets or liquidate trades in a
limit market. 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 Interest due to favorable price movement as
margin specifically to buy or sell additional positions in the same or a
related Futures Interest. Taking into account the Partnership's open trade
equity on existing positions in determining generally whether to acquire
additional Futures Interest positions on behalf of the Partnership will not
be considered to constitute "pyramiding."

6. THE PARTNERSHIP WILL NOT PURCHASE, SELL, OR TRADE SECURITIES (EXCEPT
SECURITIES APPROVED BY THE CFTC FOR INVESTMENT OF CUSTOMER FUNDS). THE
PARTNERSHIP MAY, HOWEVER, TRADE IN FUTURES CONTRACTS ON SECURITIES AND
SECURITIES INDEXES, OPTIONS ON SUCH FUTURES CONTRACTS, AND OTHER COMMODITY
OPTIONS.

6. 7.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, 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.

7.8. The Partnership will not permit "churning" of the Partnership's
assets.

(d) CHANGES TO TRADING POLICIES. The General Partner shall not make any
material change in the trading policies in Section 8(c) without obtaining the
prior written approval of Limited Partners owning more than 50% of the 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.

(e) MISCELLANEOUS. The General Partner may take such other actions as it
deems necessary or desirable to manage the business of the Partnership,
including, but not limited to, the following: opening bank accounts and paying
or authorizing the payment of distributions to the Partners and the expenses of
the Partnership, such as brokerage fees and commissions, management and
incentive fees, ordinary and extraordinary expenses, and Transaction Fees and
Costs.

A-10
<PAGE>
The General Partner shall prepare or cause to be prepared and shall file on
or before the due date (or any extension thereof) any federal, state, or local
tax returns which shall be required to be filed by the Partnership. The General
Partner shall cause the Partnership to pay any taxes payable by the Partnership;
PROVIDED, HOWEVER, that the General Partner shall not be required to cause the
Partnership to pay any tax so long as the General Partner or the Partnership
shall be in good faith and by appropriate legal proceedings contesting the
validity, applicability, or amount thereof and such contest shall not materially
endanger any right or interest of the Partnership.

The General Partner shall be authorized to perform all duties imposed by
Sections 6221 through 6233 of the Code on the General Partner as "tax matters
partner" of the Partnership, including, but not limited to, the following: (a)
the power to conduct all audits and other administrative proceedings with
respect to Partnership tax items; (b) the power to extend the statute of
limitations for all Limited Partners with respect to Partnership tax items; (c)
the power to file a petition with an appropriate federal court for review of a
final Partnership administrative adjustment; and (d) the power to enter into a
settlement with the Internal Revenue Service on behalf of, and binding upon,
those Limited Partners having less than a 1% interest in the 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, as are required by the Commodity Exchange Act, as
amended (the "CEAct"), and the CFTC's rules and regulations thereunder, or as
shall be required by other regulatory bodies, exchanges, boards, and authorities
having jurisdiction. Such books and records shall be retained by the Partnership
for not less than five years.

The Partnership's books and records shall be available to Limited Partners
or their authorized attorneys or agents for inspection and copying during normal
business hours of the Partnership and, upon request, the General Partner shall
send copies of same to any Limited Partner upon payment by him of reasonable
reproduction and distribution costs. Any subscription documentation executed by
a Limited Partner in connection with his purchase of Units, Series Exchange or
Non-Series Exchange, as applicable, shall be retained by the Partnership for not
less than six years.

Except as described herein or in the Prospectus, no person may receive,
directly or indirectly, any advisory, management, or incentive fee for
investment advice who shares or participates in per trade commodity brokerage
commissions paid by the Partnership. No Commodity Broker for the Partnership may
pay, directly or indirectly, rebates or "give-ups" to the General Partner or any
Trading Advisor, and such prohibitions may not be circumvented by any reciprocal
business arrangements. Assets of the Partnership shall not be commingled with
assets of any other person. Margin deposits and deposits of assets with a
Commodity Broker shall not constitute commingling.

The General Partner shall devote such time and resources to the
Partnership's business and affairs as it, in its sole discretion, shall deem
necessary or advisable to effectively manage the Partnership. Subject to Section
5, the General Partner may engage in other business activities and shall not be
required to refrain from any other activity or disgorge any profits from any
such activity, whether as general partner of additional partnerships formed for
investment in Futures Interests or otherwise. The General Partner may engage and
compensate, on behalf and from funds of the Partnership, such persons, firms, or
corporations, including any Affiliate of the General Partner, as the General
Partner in its sole judgment shall deem advisable for the conduct and operation
of the business of the Partnership; PROVIDED, HOWEVER, that, except as described
herein and in the Prospectus, the General Partner shall not engage any such
Affiliate to perform services for the Partnership without having made a good
faith determination that: (i) the Affiliate which it proposes to engage to
perform such services is qualified to do so (considering the prior experience of
the Affiliate or the individuals employed thereby); (ii) the terms and
conditions of the agreement pursuant to which such Affiliate is to perform
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise
determined by the General Partner to be fair and reasonable to the Partnership
and the Limited Partners; and (iii) the maximum period covered by the agreement
pursuant to

A-11
<PAGE>
which such Affiliate is to perform services for the Partnership shall not exceed
one year, and such agreement shall be terminable without penalty upon 60 days'
prior written notice by the Partnership. Nothing contained in the preceding
sentence shall prohibit the General Partner from receiving reimbursement from
the Partnership for expenses advanced on behalf of the Partnership (other than
organizational and offering expenses).

No person dealing with the General Partner shall be required to determine
its authority to make any undertaking on behalf of the Partnership or to
determine any fact or circumstance bearing upon the existence of its authority.

9. AUDITS; REPORTS TO LIMITED PARTNERS.

The Partnership's books shall be audited annually by an independent
certified public accounting firm selected by the General Partner in its sole
discretion. The Partnership shall 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 accounting firm which audited such statements,
and such other information as the CFTC and NFA may from time to time require
(such annual reports will provide a detailed statement of any transactions with
the General Partner or its Affiliates and of fees, commissions and any
compensation paid or accrued to the General Partner or its Affiliates for the
fiscal year completed, showing the amount paid or accrued to each recipient and
the services performed); (b) within 75 days after the close of each fiscal year
(but in no event later than March 15 of each year) such tax information relating
to the Partnership as is necessary for such Partner to complete his federal
income tax return; (c) within 30 days after the close of each calendar month,
such financial and other information with respect to the Partnership as the CFTC
and NFA from time to time shall require in monthly reports, together with
information concerning any material change in the brokerage commissions and fees
payable by the Partnership to any Commodity Broker; and (d) at such times as
shall be necessary or advisable in the General Partner's sole discretion, such
other information as the CFTC and NFA from time to time shall require under the
CEAct to be given to participants in commodity pools.

In addition, if any of the following events occurs, notice of such event,
including a description of the redemption and voting rights of Limited Partners,
as set forth in Sections 10(b) and 15, shall be mailed to each Limited Partner
within seven business days after the occurrence of such event: (a) a decrease in
the Net Asset Value of a Unit as of the close of business on any business day to
50% or less of the Net Asset Value for such Unit as of the end of the
immediately preceding month; (b) any material amendment to this Agreement; (c)
any change in Trading Advisors or any material change in the Management
Agreement with a Trading Advisor; (d) any change in Commodity Brokers or any
material change in the compensation arrangements with a Commodity Broker; (e)
any change in general partners or any material change in the compensation
arrangements with a general partner; (f) any change in the Partnership's fiscal
year; (g) any material change in the Partnership's trading policies; or (h)
cessation of Futures Interests trading by the Partnership. In the case of a
notice given in accordance with clause (a) of the immediately preceding
sentence: (i) such notice shall also advise Limited Partners that a "Special
Redemption Date," on a date specified in such notice (but in no event earlier
than 15, nor later than 45, days after the mailing of such notice), will take
place as of which Limited Partners may redeem their Units in the same manner as
provided in Section 10(b) for regular Redemption Dates (a Special Redemption
Date may take place on a regular Redemption Date); and (ii) following the close
of business on the date of the 50% decrease giving rise to such notice, the
Partnership shall liquidate all existing positions as promptly as reasonably
practicable and shall suspend all Futures Interests trading through the Special
Redemption Date. Thereafter, the General Partner shall determine whether to
reinstitute Futures Interests trading or to terminate the Partnership. As used
herein, "material change in the Partnership's trading policies" shall mean any
material change in those trading policies specified in Section 8(c).

The Net Asset Value of a Unit shall be determined daily by the General
Partner, and the most recent Net Asset Value calculation shall be promptly
supplied by the General Partner in writing to any Limited Partner after the
General Partner shall have received a written request from such Partner.

In addition, no increase (subject to the limits in the fourth paragraph of
Section 7(e)) in any of the management, incentive, or brokerage fees payable by
the Partnership, or any caps (other than those described in the fourth paragraph
of Section 7(e)) on management fees, incentive fees, brokerage commissions or
fees, Transaction Fees and Costs, ordinary administrative expenses, or net
excess interest or compensating balance

A-12
<PAGE>
benefits, all as described in the Prospectus, may take effect until the first
business day following a Redemption Date, PROVIDED that: (i) notice of such
increase is mailed to each Limited Partner at least five business days prior to
the last date on which a Request for Redemption must be received by the General
Partner with respect to the applicable Redemption Date; (ii) such notice shall
describe the redemption and voting rights of Limited Partners, as set forth in
Sections 10(b) and 15; and (iii) Limited Partners redeeming Units at the first
Redemption Date following such notice shall not be subject to the redemption
charges described in Section 10(b).

10. TRANSFER; REDEMPTION OF UNITS; EXCHANGE PRIVILEGE.

(a) TRANSFER. A Limited Partner may transfer or assign his Units only as
provided in this Section 10(a). No transferee or assignee shall become a
substituted Limited Partner unless the General Partner first consents to such
transfer or assignment in writing, which consent may 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. 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 (for purposes of this clause (iv), the term "Affiliate" also
includes any partnership, corporation, association, or other legal entity for
which such Limited Partner acts as an officer, director or partner). No transfer
or assignment shall be permitted unless the General Partner is satisfied that
(i) such transfer or assignment would not be in violation of the Act or
applicable federal, state, or foreign securities laws, and (ii) notwithstanding
such transfer or assignment, the Partnership shall continue to be classified as
a partnership rather than as an association taxable as a corporation under the
Code. No transfer or assignment of Units shall be effective or recognized by the
Partnership if such transfer or assignment would result in the termination of
the Partnership for federal income tax purposes, and any attempted transfer or
assignment in violation hereof shall be ineffective to transfer or assign any
such Units. Any transferee or assignee of Units who has not been admitted to the
Partnership as a substituted Limited Partner shall not have any of the rights of
a Limited Partner, except that such person shall receive that share of capital
and profits 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 the Limited Partner
first becomes a Limited Partner of the Partnership or a limited partner of any
other partnership offering Units pursuant to the Prospectus (all such
partnerships shall be defined collectively as the "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 or twenty-fourth full month following the closing at
which such Unit was issued will be assessed a redemption charge equal to 2% or
1%, respectively, of the Net Asset Value of a Unit on

A-13
<PAGE>
the date of such redemption. The foregoing charges will be paid to DWR. A
Limited Partner who purchased Units pursuant to a Non-Series Exchange (as
defined in the Prospectus) will not be subject to the foregoing redemption
charges with respect to such Units. The number of Units (determined on a per
closing basis), expressed as a percentage of Units purchased, which is not
subject to a redemption charge is determined by dividing (a) the dollar amount
used in a Non-Series Exchange to purchase Units by (b) the total investment in
the Partnership. Limited Partners who redeem units of limited partnership
interest in a 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. 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
fourth paragraph of Section 9 will not be subject to the foregoing redemption
charges. Redemptions of Units will be deemed to be in the order in which they
are purchased (assuming purchases at more than one closing), with the Units not
subject to a redemption charge being deemed to be the first Units purchased at a
closing.

Redemption of a Limited Partner's Units shall be effective as of the last
day of the first month ending after an irrevocable Request for Redemption in
proper form shall have been received by the General Partner ("Redemption Date");
PROVIDED, that all liabilities, contingent or otherwise, of the Partnership
(except any liability to Partners on account of their capital contributions)
shall have been paid or there shall remain property of the Partnership
sufficient to pay them. As used herein, "Request for Redemption" shall mean a
letter in the form specified by the General Partner and received by the General
Partner by 5:00 p.m. (New York City time) at least five business days prior to
the date on which such Redemption is to be effective. A form of Request for
Redemption is annexed to this Agreement. Additional forms of Request for
Redemption may be obtained by written request to the General Partner.

Upon Redemption, a Limited Partner (or any assignee thereof) shall receive
from the Partnership for each Unit redeemed an amount equal to the Net Asset
Value thereof as of the Redemption Date, less any redemption charges and any
amount owing by such Partner (and his assignee, if any) to the Partnership
pursuant to Section 14(d). If a Redemption is requested by an assignee, all
amounts owed to the Partnership under Section 14(d) by the Partner to whom such
Unit was sold, as well as all amounts owed by all assignees of such Unit, shall
be deducted from the Net Asset Value of such Unit upon Redemption. The General
Partner shall endeavor to pay Redemptions within 10 business days after the
Redemption Date, except that under special circumstances (including, but not
limited to, the inability on the part of the Partnership to liquidate Futures
Interests positions or the default or delay in payments which shall be due the
Partnership from commodity brokers, banks, or other persons), the Partnership
may delay payment to Partners requesting Redemption of Units of the
proportionate part of the Net Asset Value of the Units represented by the sums
which are the subject of such default or delay. Redemptions will be made by
credit to the Limited Partner's customer account with DWR or by check mailed to
the Limited Partner if such account is closed. The General Partner may, in its
absolute discretion, waive any restrictions or charges applicable to
redemptions.

The foregoing terms and conditions in this Section 10(b), other than those
in the second paragraph hereof prohibiting redemptions before the sixth
month-end following the closing at which a person first becomes a Limited
Partner, shall also apply to redemptions effected on "Special Redemption Dates"
held in accordance with Section 9.

The General Partner shall be authorized to execute, file, record, and
publish, on behalf of the Partnership and each Partner, such amendments to this
Agreement and such other documents as shall be necessary or desirable to reflect
any Redemption pursuant to this Section 10(b).

A-14
<PAGE>
(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.

A Series Exchange shall be effective as of the last business day of the
month ending after an Exchange Agreement and Power of Attorney in proper form
has been received by the General Partner ("Exchange Date"), provided, that the
Partnership has assets sufficient to discharge its liabilities and to redeem
Units on the Exchange Date. As used herein, "Exchange Agreement and Power of
Attorney" shall mean the form annexed to the Prospectus as Exhibit B, sent by a
Limited Partner (or any assignee thereof) to a DWR branch office and received by
the General Partner at least 5 business days prior to the Exchange Date.
Additional forms of the Exchange Agreement and Power of Attorney may be obtained
by written request to the General Partner or from a local DWR branch office.
Upon requesting a Series Exchange, a Limited Partner shall have authorized the
General Partner to redeem the number of Units specified therein and to utilize
the net proceeds of such redemption to purchase an amount of units of limited
partnership interest of one or more other 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, 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 Series
Exchange pursuant to this Section 10(c).

A-15
<PAGE>
11. SPECIAL POWER OF ATTORNEY.

Each Limited Partner, by the execution of this Agreement, does irrevocably
constitute and appoint the General Partner, with full power of substitution, as
his true and lawful agent and attorney-in-fact, in his name, place, and stead,
(a) to execute, acknowledge, swear to, deliver, file, and record in his behalf
in the appropriate public offices and publish: (i) this Agreement and the
Certificate of Limited Partnership and amendments thereto; (ii) all instruments
that the General Partner deems necessary or appropriate to reflect any
amendment, change, or modification of this Agreement or the Certificate of
Limited Partnership made in accordance with the terms of this Agreement; (iii)
certificates of assumed name; and (iv) all instruments that the General Partner
deems necessary or appropriate to qualify or maintain the qualification of the
Partnership to do business as a foreign limited partnership in other
jurisdictions; and (b) to admit additional Limited Partners and, to the extent
that it is necessary under the laws of any jurisdiction, to execute, deliver,
and file amended certificates or agreements of limited partnership or other
instruments to reflect such admission. The Power of Attorney granted herein
shall be irrevocable and deemed to be a power coupled with an interest and shall
survive the incapacity, death, dissolution, liquidation, or termination of a
Limited Partner. Each Limited Partner hereby agrees to be bound by any
representation made by the General Partner and by any successor thereto acting
in good faith pursuant to such Power of Attorney. Each Limited Partner agrees to
execute a special Power of Attorney on a document separate from this Agreement.
In the event of any conflict between this Agreement and any instruments filed by
such attorney-in-fact pursuant to the Power of Attorney granted in this Section
11, this Agreement shall control.

12. WITHDRAWAL OF PARTNERS.

The Partnership shall terminate and be dissolved upon the withdrawal,
insolvency, bankruptcy, dissolution, liquidation, or termination of the General
Partner (unless a new general partner(s) is elected pursuant to Section 15(c)
and such remaining general partner(s) shall have elected to continue the
business of the Partnership, which any remaining general partner(s) shall have
the right to do). The General Partner shall not withdraw or assign all of its
interest at any time without giving the Limited Partners 120 days' prior written
notice of its intention to withdraw or assign, and, if the Limited Partners
thereupon elect a new general partner or partners pursuant to Section 15(c)
which elect to continue the business of the Partnership, the withdrawing General
Partner shall pay all reasonable expenses incurred by the Partnership in
connection with such withdrawal. The General Partner shall be paid the Net Asset
Value of its interests in the Partnership as of the date of such withdrawal.

The death, incompetency, withdrawal, insolvency, bankruptcy, termination,
liquidation, or dissolution of a Limited Partner shall not terminate or dissolve
the Partnership, and such Limited Partner, his estate, custodian, or personal
representative shall have no right to withdraw or value such Limited Partner's
interest in the Partnership except as provided in Section 10. Each Limited
Partner (and any assignee of such Partner's interest) expressly agrees that in
the event of his death, he waives on behalf of himself and his estate and he
directs the legal representative of his estate and any person interested therein
to waive the furnishing of any inventory, accounting, or appraisal of the assets
of the Partnership and any right to an audit or examination of the books of the
Partnership (except to the extent permissible under the sixth paragraph of
Section 8(e)).

13. NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.

Subject to Section 14, neither the General Partner, DWR, nor any Affiliate
thereof shall be personally liable for the return or repayment of all or any
portion of the capital or profits of any Partner (or assignee), it being
expressly agreed that any such return of capital or profits made pursuant to
this Agreement shall be made solely from the assets (which shall not include any
right of contribution from the General Partner) of the Partnership.

14. STANDARD OF LIABILITY; INDEMNIFICATION.

(a) STANDARD OF LIABILITY. The General Partner and its Affiliates shall
not be liable to the Partnership, the Limited Partners, or its or their
successors or assigns, for any act, omission, conduct or activity undertaken by
or on behalf of the Partnership which the General Partner determines, in good
faith, to be in the best interests of the Partnership, unless such act,
omission, conduct, or activity constituted misconduct or negligence.

(b) INDEMNIFICATION BY THE PARTNERSHIP. The Partnership shall indemnify,
defend, and hold harmless the General Partner and its Affiliates from and
against any loss, liability, damage, cost, or expense (including attorneys' and
accountants' fees and expenses incurred in defense of any demands, claims, or
lawsuits) actually and reasonably incurred arising from any act, omission,
activity, or conduct undertaken by or on behalf

A-16
<PAGE>
of the Partnership, including, without limitation, any demands, claims, or
lawsuits initiated by a Limited Partner (or assignee thereof), PROVIDED that (1)
the General Partner has determined, in good faith, that the act, omission,
activity, or conduct giving rise to the claim for indemnification was in the
best interests of the Partnership, and (2) the act, omission, activity, or
conduct that was the basis for such loss, liability, damage, cost, or expense
was not the result of misconduct or negligence. Notwithstanding anything to the
contrary contained in the foregoing, neither the General Partner nor any of its
Affiliates nor any person acting as a broker-dealer shall be indemnified by the
Partnership for any losses, liabilities, or expenses arising from or out of an
alleged violation of federal or state securities laws unless (1) there has been
a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee, or (2) such claims
have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the particular indemnitee, or (3) a court of competent
jurisdiction approves a settlement of the claims against the particular
indemnitee and finds that indemnification of the settlement and related costs
should be made, PROVIDED, with regard to such court approval, the indemnitee
must apprise the court of the position of the SEC, and the positions of the
respective securities administrators of Massachusetts, Missouri, Tennessee,
and/or those other states and jurisdictions in which the plaintiffs claim that
they were offered or sold Units, with respect to indemnification for securities
laws violations before seeking court approval for indemnification. Furthermore,
in any action or proceeding brought by a Limited Partner in the right of the
Partnership to which the General Partner or any Affiliate thereof is a party
defendant, any such person shall be indemnified only to the extent and subject
to the conditions specified in the Act and this Section 14(b). The Partnership
shall make advances to the General Partner or its Affiliates hereunder only if:
(1) the demand, claim, lawsuit, or legal action relates to the performance of
duties or services by such persons to the Partnership; (2) such demand, claim,
lawsuit, or legal action is not initiated by a Limited Partner; and (3) such
advances are repaid, with interest at the legal rate under Delaware law, if the
person receiving such advance is ultimately found not to be entitled to
indemnification hereunder.

Nothing contained in this Section 14(b) shall increase the liability of any
Limited Partner to the Partnership beyond the amount of his unredeemed capital
contribution, undistributed profits, if any, and any amounts received on
distributions and redemptions and deemed received on Series Exchanges, together
with interest thereon. All rights to indemnification and payment of attorneys'
and accountants' fees and expenses shall not be affected by the termination of
the Partnership or the withdrawal, insolvency, or dissolution of the General
Partner.

The Partnership shall not incur the cost of that portion of liability
insurance which insures the General Partner and its Affiliates for any liability
as to which the General Partner and its Affiliates are prohibited from being
indemnified.

(c) AFFILIATE. As used in this Agreement, the term "Affiliate" of a person
shall mean: (i) any natural person, partnership, corporation, association, or
other legal entity directly or indirectly owning, controlling, or holding with
power to vote 10% or more of the outstanding voting securities of such person;
(ii) any partnership, corporation, association, or other legal entity 10% or
more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote by such person; (iii) any natural person,
partnership, corporation, association, or other legal entity directly or
indirectly controlling, controlled by, or under common control with, such
person; or (iv) any officer, director or partner of such person. Notwithstanding
the foregoing, solely for purposes of determining eligibility for
indemnification under Section 14(b), the term "Affiliate" shall include only
those persons performing services for the Partnership.

(d) INDEMNIFICATION BY PARTNERS. In the event that the Partnership is made
a party to any claim, demand, dispute, or litigation or otherwise incurs any
loss, liability, damage, cost, or expense as a result of, or in connection with,
any Partner's (or assignee's) obligations or liabilities unrelated to the
Partnership's business, such Partner (or assignees cumulatively) shall
indemnify, defend, hold harmless and reimburse the Partnership for such loss,
liability, damage, cost and expense to which the Partnership shall become
subject (including attorneys' and accountants' fees and expenses).

15. AMENDMENTS; MEETINGS.

(a) AMENDMENTS WITH CONSENT OF THE GENERAL PARTNER. If, at any time during
the term of the Partnership, the General Partner shall deem it necessary or
desirable to amend this Agreement, such amendment shall be effective only if
embodied in an instrument approved by the General Partner and by Limited
Partners owning more than 50% of the Units then outstanding, and if made in
accordance with, and to the extent permissible under, the Act. Any amendment to
this Agreement or actions taken pursuant to this Section 15 that shall have

A-17
<PAGE>
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 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 or his authorized attorney or agent,
upon written request to the General Partner, delivered either in person or by
certified mail, and upon payment of reasonable duplicating and postage costs,
shall be entitled to obtain from the General Partner by mail a list of the names
and addresses of record of all Limited Partners and the number of Units owned by
each.

Upon receipt of a written request, signed by Limited Partners owning at
least 10% of the Units then owned by Limited Partners, that a meeting of the
Partnership be called to vote upon any matter upon which all Limited Partners
may vote pursuant to this Agreement, the General Partner, by written notice to
each Limited Partner of record sent by certified mail or delivered in person
within 15 days after such receipt, shall call a meeting of the Partnership. Such
meeting shall be held at least 30 but not more than 60 days after the mailing of
such notice, and such notice shall specify the date, a reasonable place and
time, and the purpose of such meeting.

(c) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE GENERAL PARTNER. At any
meeting of the Limited Partners, upon the affirmative vote (which may be in
person or by proxy) of Limited Partners owning more than 50% of the Units then
owned by Limited Partners, the following actions may be taken without the
consent of the General Partner: (i) this Agreement may be amended in accordance
with, and only to the extent permissible under, the Act; PROVIDED, HOWEVER, that
no such amendment shall, without the consent of all Partners affected thereby,
change or alter the provisions of this proviso, reduce the capital account of
any Partner, or modify the percentage of profits, losses, or distributions to
which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) the
General Partner may be removed and replaced; (iv) a new general partner or
general partners may be elected if the General Partner terminates or liquidates
or elects to withdraw from the Partnership pursuant to Section 12, or becomes
insolvent, bankrupt, or is dissolved; (v) any contracts with the General Partner
or any of its Affiliates may be 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 shall adversely affect the status of the Limited Partners as limited
partners under the Act or the classification of the Partnership as a partnership
under the federal income tax laws; and 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, meetings of, and voting by Limited Partners, any
action required or permitted to be taken by Limited

A-18
<PAGE>
Partners at a meeting or otherwise may be taken by Limited Partners without a
meeting, without prior notice, and without a vote if a consent in writing
setting forth the action so taken shall be signed by Limited Partners owning
Units having not fewer than the minimum number of votes that would be necessary
to authorize or take such action at a meeting of Limited Partners at which all
outstanding Units shall have been present and voted. Notice of the taking of
action by Limited Partners without a meeting by less than unanimous written
consent of the Limited Partners shall be given to those Limited Partners who
shall not have consented in writing within seven business days after the
occurrence thereof.

(e) AMENDMENTS TO CERTIFICATE OF LIMITED PARTNERSHIP. If an amendment to
this Agreement shall be made pursuant to this Section 15, the General Partner
shall be authorized to execute, acknowledge, swear to, deliver, file, record,
and publish, on behalf of the Partnership and each Partner, such amendments to
the Certificate of Limited Partnership as shall be necessary or desirable to
reflect such amendment.

16. INDEX OF DEFINED TERMS.

<TABLE>
<CAPTION>
DEFINED TERM SECTION
- ---------------------------------------------------------------------------------------------------------------- -----------
<S> <C>
1940 Act........................................................................................................ 15(a)
Act............................................................................................................. 1
Advisers Act.................................................................................................... 15(a)
Affiliate....................................................................................................... 14(c)
Agreement....................................................................................................... Preamble
CEAct........................................................................................................... 8(e)
Certificate of Limited Partnership.............................................................................. 1
CFTC............................................................................................................ 3
Code............................................................................................................ 7(c)(4)
Commodity Broker................................................................................................ 6
Customer Agreement.............................................................................................. 8(b)
Determination Date.............................................................................................. 7(b)
DWR............................................................................................................. 6
Exchange Agreement and Power of Attorney........................................................................ 10(c)
Exchange Date................................................................................................... 10(c)
Futures Interests............................................................................................... 3
General Partner................................................................................................. Preamble
Limited Partners................................................................................................ Preamble
Management Agreement............................................................................................ 8(b)
MSDW............................................................................................................ 6
NASAA Guidelines................................................................................................ 5
Net Asset Value................................................................................................. 7(d)(2)
Net Assets...................................................................................................... 7(d)(1)
NFA............................................................................................................. 6
Non-Series Exchange............................................................................................. 10(b)
Partners........................................................................................................ Preamble
Partnership..................................................................................................... 1
Prospectus...................................................................................................... 6
Pyramiding...................................................................................................... 8(c)(5)
Redemption...................................................................................................... 10(b)
Redemption Date................................................................................................. 10(b)
Request for Redemption.......................................................................................... 10(b)
SEC............................................................................................................. 5
Selling Agent................................................................................................... 6
Series Exchange................................................................................................. 10(c)
Special Redemption Date......................................................................................... 9
Spectrum Series Partnership(s).................................................................................. 10(b)
Trading Advisor................................................................................................. 6
Trading Profits................................................................................................. 7(e)
Transaction Fees and Costs...................................................................................... 7(e)
Unit(s) of General Partnership Interest......................................................................... 6
Unit(s)......................................................................................................... 6
</TABLE>

A-19
<PAGE>
17. GOVERNING LAW.

THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE, INCLUDING,
SPECIFICALLY, THE ACT (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES);
PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL OR STATE
SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 17.

18. MISCELLANEOUS.

(a) PRIORITY AMONG LIMITED PARTNERS. Except as otherwise specifically set
forth in this Agreement, no Limited Partner shall be entitled to any priority or
preference over any other Limited Partner in regard to the affairs of the
Partnership.

(b) NOTICES. All notices and requests to the General Partner under this
Agreement (other than Requests for Redemption, 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.

<TABLE>
<S> <C>
Additional Limited Partners: General Partner:

By: Demeter Management Demeter Management Corporation
Corporation, General
Partner, as Authorized
Agent and Attorney-in-Fact

By: ---------------------------------------- By: ---------------------------------------------------
Mark J. Hawley, President Mark J. Hawley, President
</TABLE>

A-20
<PAGE>
ANNEX A TO LIMITED PARTNERSHIP AGREEMENT
MFAD USE ONLY:_______________ CLOSING DATE:_______________

REQUEST FOR REDEMPTION: DEAN WITTER MANAGED FUTURES FUNDS

THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED
PARTNER'S LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL
PARTNER (DEMETER MANAGEMENT CORPORATION, TWO WORLD TRADE CENTER, 62ND FLOOR, NEW
YORK, N.Y., 10048) AT LEAST 5 BUSINESS DAYS PRIOR TO THE LAST DAY OF THE MONTH
IN WHICH THE REDEMPTION IS TO BE EFFECTIVE. THIS FORM CANNOT BE FAXED.

________________________, 19____
[DATE] [PRINT OR TYPE DEAN WITTER ACCOUNT NUMBER]

I hereby request redemption (effective as of the next applicable date as of
which redemption is permitted as set forth in the Limited Partnership Agreement
of the Partnership for which redemption is requested, subject to all terms and
conditions set forth therein) of my capital account in an amount equal to the
respective Net Asset Value, as defined in the Limited Partnership Agreement, of
the following Unit(s) of Limited Partnership Interest ("Units"), less any
amounts specified in the Limited Partnership Agreement.

COMPLETE ONLY ONE SECTION -- A, B OR C -- PER FORM

SECTION A

SPECTRUM SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 50 UNITS, UNLESS
A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.

[DWSB] Spectrum Global
Balanced Entire Interest Units
[DWSS] Spectrum Strategic Entire Interest Units
[DWST] Spectrum Technical Entire Interest Units
[DWSF] Spectrum Select Entire Interest Units

SECTION B

CORNERSTONE FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS UNLESS
A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.

[CFCFB] Cornerstone Fund II Entire Interest Units $ ,000
[CFCFC] Cornerstone Fund III Entire Interest Units $ ,000
[CFCFD] Cornerstone Fund IV Entire Interest Units $ ,000

SECTION C

OTHER MANAGED FUTURES FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
PARTNERSHIP.

<TABLE>
<S> <C> <C>
MARK ONE FUND ONLY (USE ONE FORM PER FUND):

[CFF] Columbia Futures Fund [MSTAF] Morgan Stanley Tangible Asset Fund Entire Interest
[DFF] Diversified Futures Fund [PGF] Multi-Market Portfolio
[DFF2] Diversified Futures Fund II [PPF] Principal Plus Fund Units
[DFF3] Diversified Futures Fund III [PSF] Portfolio Strategy Fund
[GPP] Global Perspective Portfolio [WCF] World Currency Fund $ ,000
[IAF] International Access Fund
</TABLE>

A-21
<PAGE>
ACCOUNT INFORMATION AND SIGNATURES

I understand that I may only redeem Units at such times as are specified in the
Limited Partnership Agreement and that, under certain circumstances described
therein, I may be subject to a redemption charge.

I (either in my individual capacity or as an authorized representative of an
entity, if applicable) hereby represent and warrant that I am the true, lawful
and beneficial owner of Units (or fractions thereof) to which this Request for
Redemption relates, with full power and authority to request redemption. The
Units (or fractions thereof) which are the subject of this request are not
subject to any pledge or otherwise encumbered in any fashion. My signature has
been represented by a member of a registered national securities exchange.

SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
TYPE OR PRINT ALL INFORMATION BELOW

- --------------------------------------------------------------------------------

1. ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

..................................... ....................................

(Name of Limited Partner) (Dean Witter Account Number)

Address: .......................................................................

(Street)

...............................................................................

City State (Province) (Zip Code or Postal Code)

- --------------------------------------------------------------------------------

2.A. SIGNATURE(S) OF INDIVIDUAL PARTNER(S) OR ASSIGNEE(S) INCLUDING IRAS
- --------------------------------------------------------------------------------

X .................................... ....................................

(Signature) (Date)

X .................................... ....................................

(Signature) (Date)

- --------------------------------------------------------------------------------

2.B. SIGNATURE OF ENTITY PARTNER OR ASSIGNEE
- --------------------------------------------------------------------------------

.................................. By: X ..................................

(Name of Entity) (Authorized officer, partner, trustee, or
custodian. If a corporation,
include certified copy of
authorized resolution.)

- --------------------------------------------------------------------------------

3. BRANCH MANAGER AND ACCOUNT EXECUTIVE USE ONLY
- --------------------------------------------------------------------------------

We, the undersigned Account Executive and Branch Manager, represent that the
above signature(s) is/are true and correct.

X .................................... X ...................................

(Account Executive MUST sign) (Branch Manager MUST sign)

........................................

(Branch Telephone Number) Please enter a SELL order upon receipt of a

completed Request for Redemption.

A-22
<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 purchasing Units for cash hereby are "Subscribers." 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
are "Exchange Subscribers." Subscribers and Exchange Subscribers should follow
the instructions below.

SUBSCRIPTION INSTRUCTIONS

ANY PERSON DESIRING TO SUBSCRIBE FOR UNITS SHOULD CAREFULLY READ AND REVIEW
THE PROSPECTUS DATED , 1998 (THE "PROSPECTUS") AND THIS SUBSCRIPTION AND
EXCHANGE AGREEMENT AND POWER OF ATTORNEY ("AGREEMENT"). BY SIGNING THE
AGREEMENT, A SUBSCRIBER OR EXCHANGE SUBSCRIBER WILL BE DEEMED TO MAKE EACH
APPLICABLE REPRESENTATION AND WARRANTY AND SATISFY ANY APPLICABLE SPECIAL STATE
SUITABILITY REQUIREMENT SET FORTH IN THE AGREEMENT ON PAGES B-2-B-4, SO PLEASE
MAKE SURE THAT YOU SATISFY ALL APPLICABLE PROVISIONS IN THOSE SECTIONS BEFORE
SIGNING THE AGREEMENT.

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:

<TABLE>
<S> <C>
Item 1 (PAGES B-7--B-8 OR PAGES --Enter Dean Witter Reynolds Inc. ("DWR") Account Number.
B-9-B-10)
--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.
--Each subscriber must (i) if a United States taxable subscriber, review
the representation relating to backup withholding tax under "United
States Taxable Investors Only" on Page B-7 (for 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 Subscribers) or Page B-9 (for Exchange Subscribers).
SUBSCRIBER(S) AND EXCHANGE SUBSCRIBER(S) MUST SIGN BELOW TAX
REPRESENTATION IN ITEM 1 ON PAGE B-7 OR B-9.
--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.
--Each 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.
--Each 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 1 FOR SIGNATORIES TO SUBSCRIPTION --Enter the dollar amount of the subscription for each Partnership.
SIGNATURE PAGE (PAGE B-7)
Item 1 FOR SIGNATORIES TO EXCHANGE --Enter the symbol(s) of the limited partnership(s) from which units are
SIGNATURE PAGE (PAGE B-9) to be redeemed; specify the quantity to be redeemed (entire interest
or number of whole units).
Item 2 (PAGE B-8 OR B-10) --Each subscriber must execute the Agreement Signature Page (on Page B-8
(for Subscribers) or Page B-10 (for Exchange Subscribers)).
Item 3 (PAGE B-8 OR B-10) --Account Executive and Branch Manager must complete the required
information.
--This Agreement must be mailed to Dean Witter Reynolds Inc. at Two
World Trade Center, 62nd Floor, New York, New York 10048-0026.
</TABLE>

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 four commodity pool limited
partnerships, Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum
Technical L.P., Dean Witter Spectrum Global Balanced L.P. and Dean Witter
Spectrum Select L.P. (each, a "Partnership," and collectively, the
"Partnerships"), should carefully read and review the Partnerships' Prospectus
dated , 1998 (the "Prospectus"). Capitalized terms used below and not
defined in this Subscription and Exchange Agreement and Power of Attorney
("Agreement") are defined (and described in detail) in the Prospectus.

FOR SIGNATORIES TO SUBSCRIPTION SIGNATURE PAGE: By executing the Signature
Page of this Agreement, the undersigned Subscriber ("Subscriber") irrevocably
subscribes for Units in one or more of the Partnerships at the price per Unit
described in the Prospectus.

FOR SIGNATORIES TO EXCHANGE SIGNATURE PAGE: By executing the Signature Page
of this Agreement, 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 the price per Unit described in the Prospectus.

NOTWITHSTANDING THE FOREGOING, SUBSCRIBER MAY REVOKE THIS AGREEMENT, AND
RECEIVE A FULL REFUND OF THE SUBSCRIPTION AMOUNT AND ANY ACCRUED INTEREST
THEREON (OR REVOKE THE REDEMPTION OF UNITS IN THE OTHER LIMITED PARTNERSHIP IN
THE CASE OF AN EXCHANGE), WITHIN FIVE BUSINESS DAYS AFTER EXECUTION OF THIS
AGREEMENT OR NO LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON THE DATE OF THE
APPLICABLE MONTHLY CLOSING, WHICHEVER COMES FIRST, BY DELIVERING WRITTEN NOTICE
TO SUBSCRIBER'S DWR ACCOUNT EXECUTIVE. 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 each such Partnership's Amended and
Restated Limited Partnership Agreement, included as Exhibit A to the Prospectus
(the "Limited Partnership Agreement"). BY EXECUTION OF THE SIGNATURE PAGE
ATTACHED HERETO, SUBSCRIBER SHALL BE DEEMED TO HAVE EXECUTED THIS AGREEMENT AND
THE LIMITED PARTNERSHIP AGREEMENT (INCLUDING THE POWERS OF ATTORNEY HEREIN AND
THEREIN).
- --------------------------------------------------------------------------------

PAYMENT INSTRUCTIONS
- --------------------------------------------------------------------------------

FOR SIGNATORIES TO SUBSCRIPTION SIGNATURE PAGE: Payment of this
subscription must be made by charging the Subscriber's Customer Account with DWR
(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. The undersigned
Subscriber hereby authorizes and directs the General Partner and DWR to transfer
the appropriate amount from the Customer Account to the Escrow Account.

FOR SIGNATORIES TO EXCHANGE SIGNATURE PAGE: 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 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 each
Limited Partnership Agreement.

(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 Advisor, 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.

(10) Subscriber either is not required to be registered with the
Commodity Futures Trading Commission ("CFTC") or to be a member of the
National Futures Association ("NFA"), or, if so required, is duly registered
with the CFTC and is a member in good standing of the NFA. It is an NFA
requirement that the General Partner attempt to verify that any person or
entity that seeks to purchase Units be duly registered with the CFTC and a
member of the NFA, if required. Subscriber agrees to supply the General
Partner with such information as the General Partner may reasonably request
in order to attempt such verification. Certain entities that acquire Units
may, as a result, themselves become "commodity pools" within the intent of
applicable CFTC and NFA rules, and their sponsors, accordingly, may be
required to register as "commodity pool operators."

ADDITIONAL REPRESENTATION AND WARRANTY FOR SIGNATORIES TO EXCHANGE
SIGNATURE PAGE

(11) 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.

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 Advisor, 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 an IRA),
(ii) the proceeds from the redemption of five units (two units in the case of an
IRA), or (iii) the proceeds from 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. 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 IRAs 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.
</TABLE>

B-3
<PAGE>

<TABLE>
<S> <C>
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.
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.
SOUTH DAKOTA: (a) $150,000 NW, or (b) $45,000 NW and $45,000 AI.
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.
</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 Partnerships' non-clearing
Commodity Broker, are each wholly-owned subsidiaries of Morgan Stanley Dean
Witter & 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 Advisors (as
described in the Prospectus), and with such other Trading Advisors 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 Agreement. Persons who have been Limited Partners for
more than six months may redeem all or part of their Units, regardless of
when such Units were purchased, at any month-end in the manner described
herein. Persons who have been Limited Partners for less than six months may
first redeem Units effective as of the last day of the sixth month following
the closing in which they first became a Limited Partner in the manner
described herein. Units redeemed on or prior to the last day of the twelfth
month after such Units were purchased will be subject to a redemption charge
equal to 2% of the Net Asset Value of a Unit on the date of such redemption.
Units redeemed after the last day of the twelfth month and on or prior to
the last day of the twenty-fourth month after which such Units were
purchased will be subject to a redemption charge equal to 1% of the Net
Asset Value of a Unit on the date of such redemption. Units redeemed after
the last day of the twenty-fourth month after which such Units were
purchased will not be subject to a redemption charge. The foregoing
redemption charges will be paid to DWR. Notwithstanding the above, Units
purchased by an investor who purchases $500,000 or more of Units will not be
subject to the foregoing redemption charges, but will be subject to the
other restrictions on redemptions. 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

B-4
<PAGE>
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. 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 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, subject to the limited revocation right described on page 2 of
this Agreement.

(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
exchanging 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
organized 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
Asset 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
subscription 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 Partnership(s) 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) each Limited
Partnership Agreement and each Certificate of Limited Partnership and all
amendments thereto permitted by the terms thereof; (b) all instruments that the
General Partner deems necessary or appropriate to reflect any amendment, change,
or modification of any Limited Partnership Agreement or any Certificate of
Limited Partnership made in accordance with the terms of such Limited
Partnership Agreement; (c) certificates of assumed name; and (d) all instruments
that the General Partner deems necessary or appropriate to qualify or maintain
the qualification of each Partnership to do business as a foreign limited
partnership in other jurisdictions. Subscriber agrees to be bound by any
representation made by the General Partner or any successor thereto acting in
good faith pursuant to this Power of Attorney.

The Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and survive 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, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE DEEMED A WAIVER OF ANY
RIGHTS OF ACTION SUBSCRIBER MAY HAVE UNDER APPLICABLE FEDERAL OR STATE
SECURITIES LAW.
- --------------------------------------------------------------------------------

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 Spectrum Strategic, Spectrum Technical and
Spectrum Global Balanced), 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 nine months prior to the date
that the undersigned first receives the Prospectus, and (b) the most current
monthly account statement (report) for the Partnerships. The undersigned hereby
acknowledges receipt of the Prospectus and the additional documentation referred
to above, if any.

B-5
<PAGE>
(This page has been left blank intentionally.)

B-6
<PAGE>
DEAN WITTER SPECTRUM SERIES
UNITS OF LIMITED PARTNERSHIP INTEREST
SUBSCRIPTION SIGNATURE PAGE
------------------------------
A
PLEASE PRINT OR TYPE. USE BLACK INK ONLY.

PAGES B-7 AND B-8, THE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE DELIVERED TO
THE LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL PARTNER
AT TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048-0026, AT LEAST
FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE MONTHLY CLOSING.

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 one or more Partnerships 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 per Unit of the applicable
Partnership(s) as of the close of business on the date of the applicable Monthly
Closing.

BY SUCH EXECUTION AND PAYMENT, THE SUBSCRIBER ACKNOWLEDGES RECEIPT OF THE
PROSPECTUS OF THE PARTNERSHIPS DATED , 1998, 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, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.

<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
ITEM 1 -- SUBSCRIBER (SUBSCRIBER MUST SIGN BELOW TAX REPRESENTATION)
- ------------------------------------------------------------------------------------------------------------
SPECTRUM FUND SYMBOL AMOUNT OF SUBSCRIPTION
/ // // //-/ DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
/ // // // // // / D W S B $
DWR ACCOUNT NO.
DEAN WITTER SPECTRUM STRATEGIC L.P.
D W S S $
DEAN WITTER SPECTRUM TECHNICAL L.P.
D W S T $
DEAN WITTER SPECTRUM SELECT L.P.
D W S F $
</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 (Participant-
/ / Tenants in Common / / UGMA/UTMA (Minor) Directed)
/ / Community Property / / Partnership / / Defined Benefit Plan (Other)
/ / Grantor or other Revocable Trust / / Corporation / / Other (specify) ------------------
</TABLE>

ALL SUBSCRIBERS (OR BRANCH MANAGERS IN THE CASE OF AN IRA) MUST SIGN

<TABLE>
<CAPTION>
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES INVESTORS ONLY:
- ---------------------------------------------------------------------------- ----------------------------------------
<S> <C> <C> <C>
Check box if Subscriber is subject to backup withholding under the Under penalties of perjury, by signature
/ / provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. OR below, the Subscriber certifies that
such Subscriber is NOT
If Subscriber's taxable year is other than the calendar year, indicate the (a) a citizen or resident of the United
date on which Subscriber's taxable year ends: .............................. States; or
Under penalties of perjury, by signing below, I certify that the Social (b) a United States corporation,
Security Number (or Taxpayer ID Number) above to be the true, correct and partnership, estate or trust.
complete Social Security Number (or Taxpayer ID Number) and that all the
information above is true, correct and complete.
</TABLE>

X _______________________________ __________________________

(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)

<TABLE>
<S> <C> <C> <C>
Subscriber is a resident of .................... and a citizen of ....................
(name of country) (name of county)
</TABLE>

Street Address ................................................................

(MUST be residence 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 a Partnership would be treated as
effectively connected. (Subscriber must complete Form W-8, which may be obtained
from a DWR Account Executive.)

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) .................................

<TABLE>
<S> <C>
City ................................................... State .................... Zip Code ...................

Co-Subscriber, Trustee or Custodian is a resident of ... and a citizen of .......................................

Minor (if not a gift) is a resident of ................. and a citizen of .......................................
</TABLE>

- --------------------------------------------------------------------------------

ITEM 2 -- SIGNATURE(S) -- 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."

<TABLE>
<S> <C>
X _____________________________________ _____________ X _____________________________________ _____________
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
</TABLE>

(ENTITY SUBSCRIPTION)

ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS)
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR DWR THAT THIS
INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY
ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR
PLAN.

The undersigned 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 to make the statements, representations, and
warranties made herein on their behalf, and that investment in each Partnership
specified is authorized under applicable law and the governing documents of the
entity, has been affirmatively authorized by the governing board or body, if
any, of the entity, and is legally permissible.

<TABLE>
<S> <C> <C>
...................................................... X ................................... ...........
(Type or Print Name of Entity) (Signature) Date

Print Name ............................................ Title .............................................
</TABLE>

- --------------------------------------------------------------------------------

ITEM 3 -- ACCOUNT EXECUTIVE USE ONLY (COMPLETE IN FULL AND IN INK)
- --------------------------------------------------------------------------------

THE UNDERSIGNED ACCOUNT EXECUTIVE HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct;

(2) s/he has informed the Subscriber about the liquidity and marketability of
the Units as set forth in the Prospectus.

(3) based on information obtained from the Subscriber concerning the
Subscriber's investment objectives, other investments, financial situation,
needs and any other relevant information, that s/he reasonably believes
that:

(a) such Subscriber is or will be in a financial position appropriate to
enable such Subscriber to realize the benefits of each Partnership
specified, as described in the Prospectus;

(b) such Subscriber has a net worth sufficient to sustain the risk inherent
in each Partnership specified (including loss of investment and lack of
liquidity); and

(4) the Subscriber received the Prospectus at least five business days prior to
the applicable Monthly Closing.

THE ACCOUNT EXECUTIVE MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.

X ______________________________________________________________________________

Account Executive's Signature

...............................................................................

Type or Print Full Name of Account Executive

Telephone Number ( ............................. ) ............................

THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct.

(2) the above client(s) is/are suitable.

X _____________________________________________________________________________,

Branch Manager's Signature

...............................................................................

Type or Print Full Name of Branch Manager

B-8
<PAGE>
DEAN WITTER SPECTRUM SERIES
EXCHANGE SIGNATURE PAGE
B
PLEASE PRINT OR TYPE. USE BLACK INK ONLY.

PAGES B-9 AND B-10, THE EXCHANGE SIGNATURE PAGES, SHOULD BE DELIVERED TO THE
LOCAL DEAN WITTER BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL PARTNER AT
TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048-0026, AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE APPLICABLE MONTHLY CLOSING.

The Subscriber named below, by execution and delivery of this Signature
Page, hereby redeems the units of limited partnership interest of the limited
partnership(s) named in Item 1 below and, by application of the proceeds of such
redemption to the payment of the purchase price for Units of Limited Partnership
Interest ("Units") in one or more Partnerships 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 per Unit of the
applicable Partnership(s) as of the close of business on the date of the
applicable Monthly Closing. Redemption of units of any partnership for an
exchange must be in whole units, unless Subscriber is redeeming its entire
interest in such partnership.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
ITEM 1 -- SUBSCRIBER (SUBSCRIBER MUST SIGN BELOW TAX REPRESENTATION)
- ------------------------------------------------------------------------------------------------------------

DWR ACCOUNT NO. / // // //-// // // // // // /
SPECIFY QUANTITY OF UNITS TO BE REDEEMED
SYMBOL(S) FOR FUND(S) FROM (CHECK BOX IF ENTIRE INTEREST; INSERT NUMBER IF WHOLE SPECTRUM SERIES
WHICH UNITS TO BE REDEEMED UNITS) FUND SYMBOL
/ // // // // / / / Entire Interest OR Whole Units TO / // // // /
/ // // // // / / / Entire Interest OR Whole Units TO / // // // /
/ // // // // / / / Entire Interest OR Whole Units TO / // // // /
/ // // // // / / / Entire Interest OR Whole Units TO / // // // /
The Subscriber hereby authorizes Demeter Management Corporation to redeem the above quantity of units of
limited partnership interest set forth opposite the symbol for each partnership identified on the left above
at the "Net Asset Value" thereof, as defined in the limited partnership agreement of each such partnership,
less any redemption charges, and to utilize the net proceeds thereof to purchase Units in the applicable
Spectrum Series Partnership as indicated. Redemptions for an exchange may only be made in whole units of
limited partnership interest, with a minimum redemption of the lesser of (i) 5 units (2 units in the case of
an IRA) from any partnership other than the Spectrum Series Partnerships and Morgan Stanley Tangible Asset
Fund L.P. ("MSTAF"); (ii) 50 Units from any Spectrum Series Partnership; (iii) 500 units (200 units in the
case of an IRA) from MSTAF; or (iv) the Subscriber's entire interest in any partnership.
</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 (Participant-
/ / Tenants in Common / / UGMA/UTMA (Minor) Directed)
/ / Community Property / / Partnership / / Defined Benefit Plan (Other)
/ / Grantor or other Revocable Trust / / Corporation / / Other (specify)
ALL SUBSCRIBERS (OR BRANCH MANAGERS IN THE CASE OF AN IRA) MUST SIGN
</TABLE>

<TABLE>
<CAPTION>
UNITED STATES TAXABLE INVESTORS ONLY: NON-UNITED STATES INVESTORS ONLY:
- ---------------------------------------------------------------------------- ---------------------------------------------
<S> <C> <C> <C>
Check box if Subscriber is subject to backup withholding under the OR Under penalties of perjury, by signature
/ / provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. below, the Subscriber certifies that such
Subscriber is NOT
If Subscriber's taxable year is other than the calendar year, indicate the
date (a) a citizen or resident of the United
on which Subscriber's taxable year ends: ............................... States; or
Under penalties of perjury, by signing below, I certify that the Social (b) a United States corporation, partnership,
Security Number (or Taxpayer ID Number) above to be the true, correct and estate or trust.
complete Social Security Number (or Taxpayer ID Number) and that all the
information above is true, correct and complete.
</TABLE>

X _______________________________ __________________________
(Signature of Subscriber or Officer, Date
Partner or Trustee [or Branch Manager in the case of IRAs])

If Subscriber is an Entity: Type or Print Name of Entity: ...............

Name: ...................... Date: ......................

Title: ..................................................

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. ( ........ ) ........

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 and a citizen of ....................
a 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 the Units will be owned by joint owners, tenants in common, or as
community property, signatures of all owners are required.

* In the case of a participant-directed employee benefit plan or IRA, the
beneficiary must sign immediately below and the trustee or custodian must
sign below under "Entity Subscription."

<TABLE>
<S> <C>
X _______________________________________ ______________ X _______________________________________ ______________
(Signature of Subscriber) Date (Signature of Co-Subscriber) Date
</TABLE>

(ENTITY SUBSCRIPTION)

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 to make the statements, representations, and warranties made herein
on their behalf, and that investment in each Partnership specified is authorized
under applicable law and the governing documents of the entity, has been
affirmatively authorized by the governing board or body, if any, of the entity,
and is legally permissible.

<TABLE>
<S> <C> <C>
............................................................. X ....................................... ............
(Type or Print Name of Entity) (Signature) Date

Print Name .................................................. Title .................................................
</TABLE>

- --------------------------------------------------------------------------------

ITEM 3 -- BRANCH MANAGER AND ACCOUNT EXECUTIVE USE ONLY (COMPLETE IN FULL AND IN
INK)
- --------------------------------------------------------------------------------

THE UNDERSIGNED ACCOUNT EXECUTIVE HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct.

(2) s/he has informed the Subscriber about the liquidity and marketability of
the Units as set forth in the Prospectus.

(a) such Subscriber is or will be in a financial position appropriate to
enable such Subscriber to realize the benefits of each Partnership
specified, as described in the Prospectus;

(b) such Subscriber has a net worth sufficient to sustain the risk inherent
in each Partnership specified (including loss of investment and lack of
liquidity); and

(4) the Subscriber has received the Prospectus at least five business days prior
to the applicable Monthly Closing.

THE ACCOUNT EXECUTIVE MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.

X ______________________________________________________________________________

Account Executive's Signature

...............................................................................

Type or Print Full Name of Account Executive

Telephone Number ( ............................. ) ............................

THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are the true and correct.

(2) the above client(s) is/are suitable.

X ______________________________________________________________________________

Branch Manager's Signature

...............................................................................

Type or Print Full Name of Branch Manager

B-10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<CAPTION>
$
------------
<S> <C>
SEC registration fee............................................................................................ 21,432
NASD filing fee................................................................................................. 7,765
Printing and engraving.......................................................................................... 500,000*
Legal fees and expenses excluding Blue Sky legal fees........................................................... 250,000*
Accounting fees and expenses.................................................................................... 80,000*
Escrow Agent fees............................................................................................... 3,000*
Blue Sky fees and expenses including Blue Sky legal fees........................................................ 75,000*
Miscellaneous................................................................................................... 78,000*
------------
Total....................................................................................................... 1,015,197
------------
------------
</TABLE>

- ---------

* Represents an estimate of the aggregate fees and expenses that are common to
the concurrent offerings of the four partnerships in the Dean Witter
Spectrum Series, being effected pursuant to this Registration Statement,
Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for
Dean Witter Spectrum Strategic L.P. and Dean Witter Spectrum Global Balanced
L.P. (Registration Statement No. 333-3222), and the Registration Statement
on Form S-1 for Dean Witter Spectrum Select L.P. (Registration Statement No.
333-47829).

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 14 of the Amended and Restated Limited Partnership Agreement (a form
of which is annexed to the Prospectus as Exhibit A) provides for indemnification
of the General Partner and its affiliates (as such term is defined therein) by
the Partnership for any loss, liability, damage, cost or expense arising from
any act, omission, activity or conduct undertaken by or on behalf of the
Partnership that is determined by the General Partner in good faith to be in the
best interests of the Partnership and was not the result of misconduct or
negligence. Section 11 of the Amended and Restated Selling Agreement provides
for indemnification of the General Partner and its affiliates and its successors
and assigns by Dean Witter Reynolds Inc. ("DWR") for any loss, claim, damage,
liability, cost and expense incurred for a breach by DWR of a representation or
agreement in the Selling Agreement, or for misleading statements and material
omissions regarding DWR in the Registration Statement or Prospectus. Such
Section also provides for the indemnification by the Partnership of DWR, the
General Partner and their affiliates for any act, omission, conduct, or activity
undertaken by or on behalf of a Partnership that is determined by DWR or the
General Partner, as applicable, in good faith to be in the best interests of the
Partnership and was not the result of misconduct or negligence. Section 8 of the
DWR Customer Agreement provides for indemnification of DWR and its affiliates
for liabilities, losses, damages, costs, or expenses for activities taken by or
on behalf of the Partnership which DWR has determined in good faith are in the
best interests of the Partnership and are not the result of misconduct or
negligence. Section 8 of each Management Agreement provides for indemnification
of the General Partner and its affiliates by the Trading Advisor for losses,
claims, damages, liabilities, costs and expenses incurred as a result of actions
or omissions by the Trading Advisor involving the Partnership's trading which
are the result of a breach of agreement, representation or warranty or the
result of bad faith, misconduct or negligence.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None.

II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ---------------- -----------------------------------------------------------------------------------------------------------
<C> <S>
1.01**** Form of Amended and Restated Selling Agreement among the Registrant, Dean Witter Spectrum Strategic L.P.,
Dean Witter Spectrum Global Balanced L.P., Dean Witter Spectrum Select L.P., Demeter Management
Corporation, and Dean Witter Reynolds Inc.
1.02 Form of Additional Seller Agreement between Dean Witter Reynolds Inc. and additional selling agents.
3.01 Form of Amended and Restated Limited Partnership Agreement of the Registrant (included as Exhibit A to the
Prospectus).
3.02* Certificate of Limited Partnership of the Registrant.
5.01* Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including
consent).
5.02** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including
consent).
5.03*** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including
consent).
5.04**** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including
consent).
8.01* Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.02** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.03*** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.04**** Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
10.01**** Form of Amended and Restated Customer Agreement between the Registrant and Dean Witter Reynolds Inc.
10.01(a)**** Form of Customer Agreement among the Registrant, Carr Futures, Inc. and Dean Witter Reynolds Inc.
10.01(b) Form of International Foreign Exchange Master Agreement between the Registrant and Carr Futures, Inc.
10.02* Form of Management Agreement among the General Partner, the Registrant, and each Trading Advisor.
10.03 Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units
(included as Exhibit B to the Prospectus).
10.04* Escrow Agreement among the Registrant, Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum Global
Balanced L.P., the General Partner, Dean Witter Reynolds Inc., and Chemical Bank, the escrow agent.
23.01 Consent of Independent Auditors for the General Partner and the Registrant.
</TABLE>

- ---------

*Previously filed with Registration Statement No. 33-80146 and incorporated
herein by reference.

**Previously filed with Registration Statement No. 333-00494 and incorporated
herein by reference.

***Previously filed with Registration Statement No. 333-3222 and incorporated
herein by reference.

****Previously filed with Registration Statement No. 333-47831 and incorporated
herein by reference.

II-2
<PAGE>
(b) Financial Statements.

Included in the Prospectus:

Dean Witter Spectrum Technical L.P.

Independent Auditors' Reports

Statements of Financial Condition

Statements of Operations

Statements of Changes in Partners' Capital

Statements of Cash Flows

Notes to Financial Statements

Demeter Management Corporation

Independent Auditors' Report

Statements of Financial Condition

Notes to Statements of Financial Condition

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (a) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (c) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrants
have duly caused this Amendment No. 1 to the Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City of
New York and State of New York on the 7th day of May, 1998.

DEAN WITTER SPECTRUM TECHNICAL L.P.

By: DEMETER MANAGEMENT CORPORATION

General Partner

<TABLE>
<S> <C> <C>
By: /s/ MARK J. HAWLEY
------------------------------------------
Mark J. Hawley, PRESIDENT
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------------------- ------------------------------------------ -------------------------

<S> <C> <C> <C>
General Partner
DEMETER MANAGEMENT CORPORATION

By: /s/ MARK J. HAWLEY May 7, 1998
------------------------------------- President and Director of the
Mark J. Hawley General Partner

/s/ RICHARD M. DEMARTINI
------------------------------------- Chairman of the Board and Director of the
Richard M. DeMartini General Partner
May 7, 1998

/s/ LAWRENCE VOLPE
------------------------------------- Director of the General Partner
Lawrence Volpe May 7, 1998

-------------------------------------
Joseph G. Siniscalchi Director of the General Partner

/s/ EDWARD C. OELSNER, III
------------------------------------- Director of the General Partner
Edward C. Oelsner, III
May 7, 1998

/s/ ROBERT E. MURRAY
------------------------------------- Director of the General Partner
Robert E. Murray
May 7, 1998

/s/ PATTI L. BEHNKE Vice President and Chief Financial
------------------------------------- and Principal Accounting Officer
Patti L. Behnke of the General Partner
May 7, 1998
</TABLE>

II-4

<PAGE>

EXHIBIT 1.02

Exhibit A

ADDITIONAL SELLER AGREEMENT
________________
(Date)

Dean Witter Reynolds Inc.
Two World Trade Center, 62nd Floor
New York, New York 10048

Gentlemen:

Dean Witter Spectrum Global Balanced L.P., formerly Dean Witter Spectrum
Balanced L.P. ("Global Balanced"), Dean Witter Spectrum Strategic L.P.
("Strategic"), Dean Witter Spectrum Technical L.P. ("Technical"), and Dean
Witter Spectrum Select L.P., formerly Dean Witter Select Futures Fund L.P.
("Select"; collectively with Global Balanced, Strategic and Technical, the
"Partnerships"; and each individually, a "Partnership"), each a limited
partnership organized under the Delaware Revised Uniform Limited Partnership
Act, are proposing concurrently to offer and sell, and issue, up to 8,000,000,
12,500,000, 23,000,000 and 1,500,000 units of limited partnership interest (the
"Units"), respectively, in accordance with the terms and conditions set forth in
the Amended and Restated Selling Agreement, dated as of , 1998 (the "Selling
Agreement"), among you, the Partnerships, and Demeter Management Corporation, a
Delaware corporation which is the general partner of the Partnerships (the
"General Partner"), and in the effective registration statements on Form S-1
listed in Schedule A attached hereto, including the exhibits and any amendments
thereto, as filed by the Partnerships with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act"). Such registration statements, in the form in which they have become
effective under the 1933 Act, are herein referred to each individually as a
"Registration Statement," and collectively as the "Registration Statements,"

<PAGE>

and the prospectus constituting a part of the last Registration Statement under
the 1933 Act in the form last filed with the SEC pursuant to Rule 424 under the
1933 Act, together with any supplements thereto, is herein referred to as the
"Prospectus."

Pursuant to the Selling Agreement, you were appointed the selling agent for
the Units to use your best efforts to offer and sell Units and, in that
connection, you were authorized under the Selling Agreement to appoint, with the
written approval of the General Partner, as your agent to make offers and sales
of Units, certain securities brokers or dealers (each such broker or dealer, an
"Additional Seller"). All capitalized terms used herein shall have the meanings
ascribed to them in the Selling Agreement unless otherwise defined herein or
unless the context indicates otherwise.

On the basis of the terms, conditions, and agreements contained in this
Agreement, we agree with you as follows:

1. We agree to become an Additional Seller, to use our best efforts to
offer and sell the Units on the terms stated in this Agreement, the Selling
Agreement, the Registration Statements, and the Prospectus, and to comply with
the terms and conditions of this Agreement and the Selling Agreement in making
offers and sales of Units.

2. We, as an Additional Seller, represent and warrant to you, as follows:

(a) We are a corporation, partnership, or other entity duly organized,
validly existing, and in good standing under the laws of the jurisdiction
indicated on the signature page hereof, and are qualified to do business and are
in good standing in each jurisdiction in which the nature or conduct of our
business requires such qualification and where the failure to be so qualified
could materially adversely affect our ability to perform our

-2-
<PAGE>

obligations hereunder. We have full power and authority under applicable law to
conduct our business and perform our obligations under this Agreement.

(b) We have all U.S. federal and state, and non-U.S. regulatory and self-
regulatory approvals, licenses, registrations, and memberships, and have
effected all filings with U.S. federal and state, and non-U.S. governmental
regulators and self-regulatory organizations required to conduct our business
and required to perform our obligations under this Agreement. Specifically, we
are either: (i) a broker or dealer who is (A) registered and in good standing
as such with the SEC under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), (B) registered or licensed and in good standing as such under the
respective securities laws of the 50 states, the District of Columbia, and
Puerto Rico where such registration or licensing is required for us to
consummate offers and sales of Units as contemplated by this Agreement, and (C)
a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD"); or (ii) a non-U.S. broker or dealer not eligible for
membership in the NASD, in which case we agree (A) to make no offers or sales of
Units within the United States, its territories or possessions, or areas subject
to its jurisdiction, or to persons who are citizens thereof or residents
therein, (B) that in making offers and sales of Units, we will comply with the
"Free-Riding and Withholding Interpretation" in IM-2110-1 to NASD Conduct Rule
2110, and NASD Conduct Rules 2730 and 2750, as if we were a member of the NASD,
and NASD Conduct Rule 2420 as it applies to a non-member non-U.S. broker or
dealer, (C) that we will not offer or sell any Units in any non-U.S.
jurisdiction until we effect, at our cost and expense, any and all registration
or qualification filings with regard to the Units, the Partnerships or the
General Partner as may be required under the securities or other laws of such
jurisdiction (we will provide you, at our

-3-
<PAGE>

cost and expense, an opinion of qualified counsel, satisfactory in form and
substance to you, confirming that any such filings have been properly effected,
or that no such filings were required, prior to the time any Subscription
Agreement is delivered by a resident of any non-U.S. jurisdiction), and (D) that
because limited partners in the Partnerships have a right of exchange
(redemption of Units and purchase of Units with the proceeds of the redemption)
among the Partnerships, we will maintain and update as necessary, at our cost
and expense, any required registration or qualification filings effected
pursuant to the immediately preceding clause (C) so long as any person resident
in such non-U.S. jurisdiction remains a Limited Partner.

(c) This Agreement has been duly and validly authorized, executed, and
delivered by us and constitutes our valid and binding agreement, enforceable
against us in accordance with its terms.

(d) The execution and delivery of this Agreement, the incurrence of the
obligations set forth herein, and the consummation of the transactions
contemplated herein will not violate, or constitute a breach of, or default
under, our certificate of incorporation or bylaws, partnership certificate or
agreement, or other organizational document, or any other agreement or
instrument by which we are bound or any order, law, rule, or regulation
applicable to us of any court, governmental body, administrative agency, panel,
or self-regulatory organization having jurisdiction over us.

3. It is understood and agreed that we shall not, without your prior
written approval, publish, circulate, distribute, or otherwise use any
advertisement or solicitation material relating to the Units, other than the
Prospectus and any other selling literature supplied by you to us expressly for
such purpose ("Selling Literature"). We understand and

-4-
<PAGE>

acknowledge that we are not authorized by you, the General Partner, or any
Partnership to make any representations in connection with the offering of Units
other than those contained in the Prospectus. It is agreed that, upon our
written request, you shall provide us with copies of the Registration
Statements.

4. We will offer and sell Units only to persons who satisfy the
suitability and/or minimum investment requirements set forth in the Prospectus
and the Subscription Agreement (and as may be required by the law of any
non-U.S. jurisdiction in which we may offer Units) and who, to the General
Partner's satisfaction, complete a Subscription Agreement. We will conduct a
thorough review of the suitability of each subscriber for Units. We will
forward subscriptions to the General Partner's office at Two World Trade Center,
62nd Floor, New York, New York 10048-0026 (or such other office as you may
notify us), no later than noon of the first business day following our receipt
of an acceptable Subscription Agreement from a subscriber for Units, by mail or
courier, so that the General Partner should receive such Subscription Agreement
at least five business days prior to the applicable Monthly Closing. We will
arrange for the opening of a customer account with you for each such subscriber
for the purpose of paying for subscriptions, crediting of interest thereon,
redemptions of Units, and receipt of any distributions thereon. We understand
that subsequent to its review of each Subscription Agreement, the General
Partner will notify us, and we shall notify each subscriber by the business day
following our receipt of notice from the General Partner, of the General
Partner's acceptance of all, a portion, or none of the subscriber's
subscription. We understand that the General Partner may reject subscriptions,
in whole or in part, for any reason, and we agree that we shall not be entitled
to commissions with respect to any rejected subscriptions. All payments for
subscriptions by subscribers shall be made as

-5-
<PAGE>

provided under the heading "Subscription Procedure" in the Prospectus. You
shall be responsible for the deposit of subscription funds into the Escrow
Account as described under the heading "Plan of Distribution" in the
Prospectus. You shall be responsible for issuance and delivery of interim
receipts to subscribers.

5. We will offer and sell Units in compliance with the requirements set
forth in the Registration Statements, the Prospectus (particularly under the
captions "Summary of the Prospectus -- Investment Requirements," "Plan of
Distribution," "Subscription Procedure," and "Purchases by Employee Benefit
Plans -- ERISA Considerations"), the Subscription Agreement, the Selling
Agreement, and this Agreement. We will comply fully at all times with all
applicable U.S. federal and state, and non-U.S. securities and commodities laws
(including, without limitation, the 1933 Act, the 1934 Act, the Commodity
Exchange Act, as amended (the "CEAct"), and the securities laws of the
jurisdictions in which we solicit subscriptions), and all applicable
requirements of the NASD (including NASD Conduct Rule 2810, particularly
paragraphs (b)(2) and (3) thereof), the Board of Governors of the Federal
Reserve System, and all other securities and commodities exchanges, governmental
regulators and self-regulatory organizations that have jurisdiction over us or
over the offer and sale of Units by us.

6. Specifically, if we are a member of the NASD, (a) we will not permit
the purchase of any Units by a customer account over which we have discretionary
authority without the prior written approval by the customer owning such
account; (b) we confirm that we have reasonable grounds to believe that all
material facts are adequately and accurately disclosed in the Prospectus, which
provides a basis for evaluating the Partnerships; (c) we confirm that in
determining the adequacy of disclosed facts pursuant to clause (b), we have

-6-
<PAGE>

obtained information on material facts relating to: (i) items of compensation,
(ii) tax aspects, (iii) financial stability and experience of the General
Partner, and (iv) the Partnerships' conflicts and risk factors; (d) we will take
such measures as are reasonably necessary to assure ourselves that (i) our
registered principals and representatives have informed each subscriber of all
pertinent facts relating to the liquidity and marketability of the Units, and
(ii) in recommending the purchase or redemption of Units, or the exchange of
Units in one Partnership for Units in another Partnership, as described under
"Exchange Privilege" in the Prospectus (an "Exchange"), our registered
principals and representatives have reasonable grounds to believe, on the basis
of information obtained from each subscriber concerning his investment
objectives, other investments, financial situation and needs, and any other
information known by such registered principal or representative, that: (A)
such subscriber is or will be in a financial position appropriate to enable him
to realize to a significant extent the benefits described in the Prospectus, (B)
such subscriber has a fair market net worth sufficient to sustain the risks
inherent in the purchase of Units, including loss of investment and lack of
liquidity, and (C) the purchase of Units is otherwise suitable for such
subscriber; and (e) it is understood that the General Partner will maintain in
its files, located c/o Dean Witter Reynolds Inc., Two World Trade Center, New
York, New York 10048, each subscriber's Subscription Agreement for not less than
six years, and we will maintain, at our respective branch offices, any other
documents disclosing the basis upon which the determination of suitability was
reached for each such subscriber.

7. Promptly after each closing, you shall pay to us for each Unit
subscribed, accepted, and paid for through our efforts, a commission of ___% of
the Net Asset Value of each such Unit as of the closing as of which the Unit is
issued. Your

-7-
<PAGE>

determination of the amount payable to us, if any, shall be conclusive. In
addition, if we are legally qualified or permitted to receive additional
compensation, as provided in Section 5(h) of the Selling Agreement, you agree to
pay to us, as additional compensation, an amount equal to _____% of the monthly
brokerage fees received by you from each Partnership and attributable to the
outstanding Units sold by us. Such additional compensation shall be in
consideration of and is contingent upon our agreement (which we hereby undertake
to perform) to provide additional services in connection with Units sold by us,
including: (i) inquiring of the General Partner from time to time, at the
request of a Limited Partner, as to the Net Asset Value of a Unit; (ii)
inquiring of the General Partner, at the request of a Limited Partner, as to the
futures markets and the activities of the Partnerships; (iii) responding to
questions of Limited Partners from time to time with respect to monthly account
statements, annual reports, financial statements, and annual tax information
furnished periodically to Limited Partners; (iv) providing advice to Limited
Partners from time to time as to when and whether to make additional investments
or to redeem or Exchange Units; (v) assisting Limited Partners in the redemption
or Exchange of Units; and (vi) providing such other services as Limited Partners
from time to time may reasonably request. We understand and agree that no
portion of such additional compensation may be paid to our employees unless such
employees meet the qualifications set forth in Section 5(g) of the Selling
Agreement and have actually performed the above services for the Limited
Partners holding Units sold by us. Acceptance of compensation hereunder shall
constitute a representation by us that we have complied with all of the
provisions of this Paragraph 7 and this Agreement, and that we shall comply with
the provisions of this Paragraph 7 so long as we shall continue to receive any
additional compensation hereunder as specified in this Paragraph 7. We shall
not be entitled to a

-8-
<PAGE>

commission in any case in which it is determined by you or the General Partner
that the solicitation by us was made in violation of the securities or
commodities laws of any applicable jurisdiction. It is understood that any
compensation payable to us hereunder is payable solely from your funds, and
neither any Partnership, the General Partner, any subscriber, nor any Limited
Partner shall be liable or responsible therefor.

8. This Agreement shall terminate upon the termination of the offering
pursuant to the Selling Agreement and may be terminated by either party upon ten
(10) days' prior written notice to the other. Upon termination of this
Agreement, all authorizations, rights and obligations hereunder shall cease,
except (a) the indemnities set forth in Paragraph 10 hereof, (b) the obligations
to settle accounts hereunder, (c) our obligations under Paragraph 2(b)(ii)(D)
and Paragraph 9 hereof, and (d) your agreement to provide additional
compensation and our obligations in connection therewith set forth in Paragraph
7 hereof.

9. We authorize you to deduct from any compensation that we may receive
under Paragraph 7 all transfer taxes, if any, paid by you for our account with
respect to sales of Units made through our efforts. We agree to pay our
proportionate share of any amount asserted against and discharged by you and the
other Additional Sellers, or any of them, based on the claim that you and the
Additional Sellers constitute an association, unincorporated business, or other
separate entity, including any expense incurred in defending against such claim.

10. (a) We agree to indemnify, hold harmless, and defend you, the General
Partner, each Partnership, each Trading Advisor, and any other Commodity Broker
for a Partnership against any loss, claim, damage, liability, cost, and expense,
joint or several (including attorneys' and accountants' fees and expenses
reasonably incurred in investigating

-9-
<PAGE>

or defending any demands, claims, or lawsuits), to which you or any indemnified
party may become subject under the 1933 Act, the 1934 Act, the CEAct, the
securities law of any jurisdiction, or otherwise (including in connection with
the settlement of claims approved in advance by us and in connection with any
administrative proceedings), in respect of the offer or sale of Units, insofar
as such loss, claim, damage, liability, cost, or expense arises out of, or is
based upon a breach by us of any representation, warranty, or agreement in this
Agreement, or the failure by us to perform any covenant made by us herein. The
indemnity agreement in this subparagraph (a) shall be in addition to any
liability that we may otherwise have and will extend, upon the same terms and
conditions, to each person, if any, who would be deemed a controlling person
(within the meaning of Section 15 of the 1933 Act) of you, the General Partner,
any Partnership, any Trading Advisor, or any other Commodity Broker.

(b) Promptly after receipt by an indemnified party under subparagraph (a)
above of notice of the commencement of any action, claim, or proceeding to which
such subparagraph may apply, the indemnified party shall notify the indemnifying
party in writing of the commencement thereof if a claim in respect thereof is to
be made against the indemnifying party thereunder; but the omission so to notify
the indemnifying party shall not relieve the indemnifying party from any
liability which the indemnifying party may have to the indemnified party
otherwise than under such subparagraph, except to the extent that such omission
has materially prejudiced the indemnifying party. If any action, claim, or
proceeding is brought against an indemnified party and the indemnified party
notifies the indemnifying party of the commencement thereof as provided above,
the indemnifying party shall be entitled to participate therein and, to the
extent that the indemnifying party desires, to assume the defense thereof with
counsel selected by the indemnifying party and approved by the

-10-
<PAGE>

indemnified party, such approval not to be unreasonably withheld. After notice
from the indemnifying party to the indemnified party of the indemnifying party's
election so to assume the defense thereof as provided above, the indemnifying
party shall not be liable to the indemnified party under subparagraph (a) for
any legal and other expenses subsequently incurred by the indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation.

(c) Notwithstanding subparagraph (b), if, in any action, claim, or
proceeding as to which indemnification is or may be available under subparagraph
(a) above, an indemnified party reasonably determines that its interests are or
may be adverse, in whole or in part, to the indemnifying party's interests or
that there may be legal defenses available to the indemnified party which are
inconsistent with the defenses available to the indemnifying party, the
indemnified party may retain its own counsel in connection with such action,
claim, or proceeding, and shall be indemnified by the indemnifying party for any
legal and other expenses reasonably incurred in connection with investigating or
defending such action, claim, or proceeding.

(d) In no event will an indemnifying party under this Agreement be liable
for the fees and expenses of more than one counsel for any one indemnified party
in connection with any one action, claim, or proceeding or in connection with
separate but similar or related actions, claims, or proceedings in the same
jurisdiction arising out of the same general allegations. The indemnifying
party will not be liable for any settlement of any action, claim, or proceeding
effected without the indemnifying party's express written consent, but if any
action, claim, or proceeding is settled with the indemnifying party's express
written consent or if there is a final judgment for the plaintiff in any such
action, claim, or

-11-
<PAGE>

proceeding, the indemnifying party shall indemnify, defend, and hold harmless an
indemnified party as provided in subparagraph (a) above.

11. We agree that under no circumstances shall we engage in any activities
hereunder in any jurisdiction unless (a) the Units have been registered or
qualified for sale under the securities laws thereof, and (b) we may lawfully so
engage in such activities therein.

12. We acknowledge receipt of copies of the Selling Agreement, the
Prospectus, and any Selling Literature provided to us pursuant to Paragraph 3
hereof, and confirm that in executing this Agreement we have relied thereon and
upon no other representations whatsoever, either written or oral. We hereby
confirm (a) that we have examined the Selling Agreement, the Prospectus and any
such Selling Literature, and we are familiar with the terms of the Units and
other terms of the offering, (b) that the information, if any, relating to us
which has been furnished by us or on our behalf expressly for use in connection
with the Registration Statements, the Prospectus, and any Selling Literature
does not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus and any Selling Literature, in light of
the circumstances under which such statements were made) not misleading, (c)
that we are willing to accept the responsibilities of an Additional Seller under
the 1933 Act and the CEAct, and (d) that we are willing to proceed with the
offering of Units in the manner contemplated. Further, we understand that you
may approve of or object to any further amendments to the Registration
Statements, the filing of one or more additional registration statements and
amendments thereto, or amendments or supplements to the Prospectus and any
Selling Literature, without our consent or approval. With respect to the
Selling Agreement, we understand that you may in your discretion exercise any
right of

-12-
<PAGE>

cancellation or termination and consent to such other changes in the Selling
Agreement as you may approve without our consent or approval. You agree that
you will: (a) notify us of any such amendment to the Registration Statements,
any additional registration statement and any amendment thereto, and shall
provide a copy of same to us upon our written request; (b) notify us of any
amendment or supplement to the Prospectus or any Selling Literature, and cause a
copy of same to be furnished to us; and (c) notify us of any material change in
the Selling Agreement.

13. We agree that you shall be under no liability (except for your own
lack of good faith and for obligations expressly assumed by you hereunder) to us
in respect of any matters connected herewith or action taken by you pursuant
hereto for, or in respect of, the form of or the statements contained in the
Registration Statements, any additional registration statement, the Prospectus,
any Selling Literature, or any amendment or supplement to any of the foregoing
documents; the qualification of the Units for sale under the laws of any
jurisdiction; or any matter in connection with any of the foregoing; PROVIDED,
HOWEVER, that nothing in this Paragraph 13 shall be deemed to relieve you from
any liability imposed by the 1933 Act.

14. Nothing contained herein shall constitute us as partners with you or
with other Additional Sellers, and the obligations of ourselves and of all other
Additional Sellers are several and not joint.

15. Any notice from you to us at the address set forth below shall be
deemed to have been duly given if mailed, telexed, telegraphed, telecopied, or
telephoned and subsequently confirmed in writing to us.

16. This Agreement shall be construed in accordance with the internal laws
of the State of New York, without regard to principles of conflicts of laws.

-13-
<PAGE>

Your acceptance of this Agreement and approval hereof shall be indicated below,
whereupon this Agreement shall constitute a binding agreement between us.

Very truly yours,

---------------------------------------
Print or Type Name of Additional Seller

By:
------------------------------------
(Signature of Authorized Signatory)
Name:
--------------------------------
Title:
-------------------------------

Address:

---------------------------------------

Attention:
-----------------------------

Telephone No.:
-------------------------
Telex No.:
----------------------------

Telecopier No.:
------------------------

Type of Organization (Corporation,
Partnership or Other Entity):
---------

---------------------------------------

State or Other Jurisdiction Where
Organized:
---------------------------

Accepted as of ______________:

Dean Witter Reynolds Inc.

By:
-----------------------------
(Signature of Authorized Officer)

Name:
----------------------------
Title:
---------------------------

-14-
<PAGE>

SCHEDULE A TO ADDITIONAL SELLER AGREEMENT

NO. OF UNITS
SEC FILE NO. EFFECTIVE DATE PARTNERSHIP REGISTERED
- ------------ -------------- ----------- ----------

<S> <C> <C> <C>
33-80146 9/15/94 Global Balanced 2,000,000*
33-80146 9/15/94 Strategic 4,000,000*
33-80146 9/15/94 Technical 4,000,000*

333-00494 1/31/96 Global Balanced 5,000,000
333-00494 1/31/96 Strategic 6,000,000
333-00494 1/31/96 Technical 9,000,000

333-3222 4/30/96 Global Balanced 1,000,000
333-3222 4/30/96 Strategic 2,500,000
333-3222 4/30/96 Technical 5,000,000

333-47831 5/__/98 Technical 5,000,000

333-47829 5/__/98 Select 1,500,000
</TABLE>

______________________
* Units allocated after SEC effectiveness.

-15-

<PAGE>
Exhibit 10.01(b)

CARR FUTURES INC.
10 South Wacker Drive, Suite 1100
Chicago, IL 60606
Facsimile (312) 441-4201

INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT

MASTER AGREEMENT dated as of __________________, by and between CARR
FUTURES INC., a Delaware corporation and DEAN WITTER SPECTRUM L.P.

SECTION 1. DEFINITIONS

Unless otherwise required by the context, the following terms
shall have the following meanings in the Agreement:

"AGREEMENT" has the meaning given to it in Section 2.2.

"BASE CURRENCY", as to a Party, means the Currency agreed to as
such in relation to it in Part VII of the Schedule.

"BASE CURRENCY RATE" means as to a Party and any amount the cost
(expressed as a percentage rate per annum) at which that Party
would be able to fund that amount from such sources and for such
periods as it in its reasonable discretion from time to time
decide, as determined in good faith by it.

"BUSINESS DAY" means (i) a day which is a Local Banking day for
the applicable Designated Office of both Parties, or (ii) solely
in relation to delivery of a Currency, a day which is a Local
Banking Day in relation to that Currency.

"CLOSE-OUT AMOUNT" has the meaning given to it in Section 5.1.

"CLOSE-OUT DATE" means a day on which, pursuant to the provisions
of Section 5.1, the Non-Defaulting Party closes out and
liquidates Currency Obligations or such a close-out and
liquidation occurs automatically.

"CLOSING GAIN" means, as to the Non-Defaulting Party, the
difference described as such in relation to a particular Value
Date under the provisions of Section 5.1.

"CLOSING LOSS" means, as to the Non-Defaulting Party, the
difference described as such in relation to a particular Value
Date under the provisions of Section 5.1.

<PAGE>

"CONFIRMATION" means a writing (including telex, facsimile, or
other electronic means from which it is possible to produce a
hard copy) evidencing an FX Transaction governed by the Agreement
which shall specify (i) the Parties thereto and their Designated
Offices through which they are respectively acting, (ii) the
amounts of the Currencies being bought or sold and by which
Party, (iii) the Value Date, and (iv) any other term generally
included in such a writing in accordance with the practice of the
relevant foreign exchange market.

"CREDIT SUPPORT DOCUMENT" means, as to a Party (the "first
Party") a guaranty, hypothecation agreement, margin or security
agreement or document, or any other document containing an
obligation of a third party ("Credit Support Provider") or of the
first Party in favor of the other Party supporting any
obligations of the first Party hereunder.

"CREDIT SUPPORT PROVIDER" has the meaning given to it in the
definition of Credit Support Document.

"CURRENCY" means money denominated in the lawful currency of any
country or the Ecu.

"CURRENCY OBLIGATION" means any obligation of a Party to deliver
a Currency pursuant to an FX Transaction governed by the
Agreement, or pursuant to the application of Sections 3.3(a) or
3.3(b).

"CUSTODIAN" has the meaning given to it in the definition of
Event of Default.

"DEFAULTING PARTY" has the meaning given to it in the definition
of Event of Default.

"DESIGNATED OFFICE(S)" means, as to a Party, the office(s)
specified in Part II of the Schedule hereto, as such Schedule may
be modified from time to time by agreement of the Parties.

"EFFECTIVE DATE" means the date of this Master agreement.

"EVENT OF DEFAULT" means the occurrence of any of the following
with respect to a Party (the "Defaulting Party", the other Party
being the "Non-Defaulting Party"):

(i) the Defaulting Party shall default in any payment under
the Agreement to the Non-Defaulting Party with respect to
any sum when due under any Currency Obligation or
pursuant to the Agreement and such failure shall continue
for two (2) Business Days after written notice of
non-payment given by the Non-Defaulting Party to the
Defaulting Party;

-2-
<PAGE>

(ii) the Defaulting Party shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or
other similar relief with respect to itself or to its
debts under any bankruptcy, insolvency or similar law, or
seeking the appointment of a trustee, receiver,
liquidator, conservator, administrator, custodian or
other similar official (each, a "Custodian") of it or any
substantial part of its assets; or shall take any
corporate action to authorize any of the foregoing;

(iii) an involuntary case or other proceeding shall be
commenced against the Defaulting Party seeking
liquidation, reorganization or other similar relief with
respect to it or its debts under any bankruptcy,
insolvency or similar law or seeking the appointment of a
Custodian of it or any substantial part of its assets,
and such involuntary case or other proceeding is not
dismissed within five (5) days of its institution or
presentation;

(iv) the Defaulting Party is bankrupt or insolvent, as defined
under any bankruptcy or insolvency law applicable to such
party;

(v) the Defaulting Party shall otherwise be unable to pay its
debts as they become due;

(vi) the Defaulting Party or any Custodian acting on behalf of
the Defaulting Party shall disaffirm, disclaim or
repudiate any Currency Obligation;

(vii) (a) any representation or warranty made or deemed made by
the Defaulting Party pursuant to the Agreement or
pursuant to any Credit Support Documents shall prove to
have been false or misleading in any material respect as
at the time it was made or given and one (1) Business Day
has elapsed after the Non-Defaulting Party has given the
Defaulting Party written notice thereof, or (b) the
Defaulting Party fails to perform or comply with any
obligation assumed by it under the Agreement (other than
an obligation to make payment of the kind referred to in
clause (i) of this definition of Event of Default), and
such failure is continuing thirty (30) days after the
Non-Defaulting Party has given the Defaulting Party
written notice thereof;

(viii) the Defaulting Party consolidates or amalgamates with or
merges into or transfers all or substantially all its
assets to another entity and (a) the creditworthiness of
the resulting, surviving or transferee entity is
materially weaker than that of the Defaulting Party prior
to such action, or (b) at the time of such consolidation,
amalgamation, merger or transfer the resulting, surviving
or transferee entity fails to assume all the obligations
of the Defaulting Party under the Agreement by operation
of law or pursuant to an agreement satisfactory to the
Non-Defaulting Party;

-3-
<PAGE>

(ix) by reason of any default, or event of default or other
similar condition or event, any Specified Indebtedness
(being Specified Indebtedness of an amount which, when
expressed in the Currency of the Threshold Amount, is in
aggregate equal to or in excess of the Threshold amount)
of the Defaulting Party or any Credit Support Provider in
relation to it; (a) is not paid on the due date therefor
and remains unpaid after any applicable grace period has
elapsed, or (b) becomes, or becomes capable at any time
of being declared, due and payable under agreements or
instruments evidencing such Specified Indebtedness before
it would otherwise have been due and payable.

(x) the Defaulting Party is in breach of or default under any
Specified Transaction and any applicable grace period has
elapsed, and there occurs any liquidation or early
termination of, or acceleration of obligations under that
Specified Transaction or the Defaulting Party (or any
Custodian on its behalf) disaffirms, disclaims or
repudiates the whole or any part of a Specified
Transaction; or

(xi) (a) any Credit Support Provider in relation to the
Defaulting Party or the Defaulting Party itself fails to
comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with the
applicable Credit Support Document and such failure is
continuing after any applicable grace period has elapsed;
(b) any Credit Support Document relating to the
Defaulting Party expires or ceases to be in full force
and effect prior to the satisfaction of all obligations
of the Defaulting Party under the Agreement, unless
otherwise agreed in writing by the Non-Defaulting Party;
(c) the Defaulting Party or its Credit Support Provider
(or, in either case, any Custodian acting on its behalf)
disaffirms, disclaims or repudiates, in whole or in part,
or challenges the validity of, the Credit Support
Document; (d) any representation or warranty made or
deemed made by any Credit Support Provider pursuant to
any Credit Support Document shall prove to have been
false or misleading in any material respect as at the
time it was made or given or deemed made or given and one
(1) Business Day has elapsed after the Non-Defaulting
Party has given the Defaulting Party written notice
thereof; or (e) any event set out in (ii) to (vi) or
(viii) to (x) above occurs in respect of the Credit
Support Provider.

"FX TRANSACTION" means any transaction between the Parties for
the purchase by one Party of an agreed amount in one Currency
against the sale by it to the other of an agreed amount in
another Currency both such amounts being deliverable on the same
Value Date, and in respect of which transaction the Parties have
agreed (whether orally, electronically or in writing): the
Currencies involved, the amounts of such Currencies to be
purchased and sold, which Party will purchase which Currency and
the Value Date.

-4-
<PAGE>

"LOCAL BANKING DAY" means (i) for any Currency a day on which
commercial banks effect deliveries of that Currency in accordance
with the market practice of the relevant foreign exchange market,
and (ii) for any Party, a day in the location of the applicable
Designated Office of such Party on which commercial banks in that
location are not authorized or required by law to close.

"MASTER AGREEMENT" means the terms and conditions set forth in
this master agreement.

"MATCHED PAIR NOVATION NETTING OFFICE(S)" means in respect of a
Party the Designated Office(s) specified in Part V of the
Schedule, as such Schedule may be modified from time to time by
agreement of the Parties.

"NON-DEFAULTING PARTY" has the meaning given to it in the
definition of Event of Default.

"NOVATION NETTING OFFICE(S)" means in respect of a Party the
Designated Office(s) specified in Part IV of the Schedule, as
such Schedule may be modified from time to time by agreement of
the Parties.

"PARTIES" means the parties to the Agreement and shall include
their successors and permitted assigns (but without prejudice to
the application of Clause (viii) of the definition Event of
Default); and the term "Party" shall mean whichever of the
Parties is appropriate in the context in which such expression
may be used.

"PROCEEDINGS" means any suit, action or other proceedings
relating to the Agreement.

"SETTLEMENT NETTING OFFICE(S)" means, in respect of a Party, the
Designated Office(s) specified in Part III of the Schedule, as
such Schedule may be modified from time to time by agreement of
the Parties.

"SPECIFIED INDEBTEDNESS" means any obligation (whether present or
future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money, other than in respect of
deposits received.

"SPECIFIED TRANSACTION" means any transaction (including an
agreement with respect thereto) between one Party to the
Agreement (or any Credit Support Provider of such Party) and the
other Party to the Agreement (or any Credit Support Provider of
such Party) which is a rate swap transaction, basis swap, forward
rate transaction, commodity swap, commodity option, equity or
equity linked swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction,

-5-
<PAGE>

currency option or any other similar transaction (including any
option with respect to any of these transactions) or any
combination of any of the foregoing transactions.

"SPLIT SETTLEMENT" has the meaning given to it in the definition
of Value Date.

"THRESHOLD AMOUNT" means the amount specified as such for each
Party in Part IX of the Schedule.

"VALUE DATE" means, with respect to any FX Transaction, the
Business Day (or where market practice in the relevant foreign
exchange market in relation to the two Currencies involved
provides for delivery of one Currency on one date which is a
Local Banking Day in relation to that Currency but not to the
other Currency and for delivery of the other Currency on the next
Local Banking Day in relation to that other Currency ("Split
Settlement") the two Local Banking Days in accordance with that
market practice) agreed by the Parties for delivery of the
Currencies to be purchased and sole pursuant to such FX
Transaction, and, with respect to any Currency Obligation, the
Business Day (or, in the case of Split Settlement, Local Banking
Day) upon which the obligation to deliver Currency pursuant to
such Currency Obligation is to be performed.

SECTION 2. FX TRANSACTIONS

2.1 SCOPE OF THE AGREEMENT. (a) Unless otherwise agreed in
writing by the Parties, each FX Transaction entered into between
two Designated Offices of the Parties on or after the Effective
Date shall be governed by the Agreement. (b) All FX Transaction
between any two Designated Offices of the Parties outstanding on
the Effective Date which are identified in Part I of the Schedule
shall be FX Transactions governed by the Agreement and every
obligation of the Parties thereunder to deliver a Currency shall
be a Currency Obligation under the Agreement.

2.2 SINGLE AGREEMENT. This Master Agreement, the particular
terms agreed between the Parties in relation to each and every FX
Transaction governed by this Master Agreement (and, insofar as
such terms are recorded in a Confirmation, each such
Confirmation), the Schedule to this Master Agreement and all
amendments to any of such items shall together form the agreement
between the Parties (the "Agreement") and shall together
constitute a single agreement between the Parties. The Parties
acknowledge that all FX Transactions governed by the Agreement
are entered into in reliance upon the fact that all items
constitute a single agreement between the Parties.

2.3 CONFIRMATIONS. FX Transactions governed by the Agreement
shall be promptly confirmed by the Parties by Confirmations
exchanged by mail, telex, facsimile or other electronic means.
The failure by a Party to issue a

-6-
<PAGE>

Confirmation shall not prejudice or invalidate the terms of any
FX Transaction governed by the Agreement.

SECTION 3. SETTLEMENT AND NETTING

3.1 SETTLEMENT. Subject to Section 3.2, each Party shall deliver
to the other Party the amount of the Currency to be delivered by
it under each Currency Obligation on the Value Date for such
Currency Obligation.

3.2 NET SETTLEMENT/PAYMENT NETTING. If on any Value Date more
than one delivery of a particular Currency is to be made between
a pair of Settlement Netting Offices, then each Party shall
aggregate the amounts of such Currency deliverable by it and only
the difference between these aggregate amounts shall be delivered
by the Party owing the larger aggregate amount to the other
Party, and, if the aggregate amounts are equal, no delivery of
the Currency shall be made.

3.3 NOVATION NETTING.

(a) BY CURRENCY. If the Parties enter into an FX Transaction
governed by the Agreement through a pair of Novation
Netting Offices giving rise to a Currency Obligation for
the same Value Date and in the same Currency as a then
existing Currency Obligation between the same pair of
Novation Netting Offices, then immediately upon entering
into such FX Transaction, each such Currency Obligation
shall automatically and without further action be
individually canceled and simultaneously replaced by a
new Currency Obligation for such Value Date determined as
follows: the amounts of such Currency that would
otherwise have been deliverable by each Party on such
Value Date shall be aggregated and the Party with the
larger aggregate amount shall have a new Currency
Obligation to deliver to the other Party the amount of
such Currency by which its aggregate amount exceeds the
other Party's aggregate amount, provided that if the
aggregate amounts are equal, no new Currency Obligation
shall arise. This Clause (a) shall not affect any other
Currency Obligation of a Party to deliver any different
Currency on the same Value Date.

(b) BY MATCHED PAIR. If the Parties enter into an FX
Transaction governed by the Agreement between a pair of
Matched Pair Novation Netting Offices then the provisions
of Section 3.3(a) shall apply only in respect of Currency
Obligations arising by virtue of FX Transactions governed
by the Agreement entered into between such pair of
Matched Pair Novation Netting Offices and involving the
same pair of Currencies and the same Value Date.

-7-
<PAGE>

3.4 GENERAL.

(a) INAPPLICABILITY OF SECTIONS 3.2 AND 3.3. The provisions
of Sections 3.2 and 3.3 shall not apply if a Close-Out
Date has occurred or an involuntary case or other
proceeding of the kind described in Clause (iii) of the
definition of Event of Default has occurred without being
dismissed in relation to either Party.

(b) FAILURE TO RECORD. The provisions of Section 3.3 shall
apply notwithstanding that either Party may fail to
record the new Currency Obligations in its books.

(c) CUTOFF DATE AND TIME. The provisions of Section 3.3 are
subject to any cut-off date and cut-off time agreed
between the applicable Novation Netting Offices and
Matched Pair Novation Netting Offices of the Parties.

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 REPRESENTATIONS AND WARRANTIES. Each Party represents and
warrants to the other Party as of the date of the Agreement and
as of the date of each FX Transaction governed by the Agreement
that: (i) it has authority to enter into the Agreement and such
FX Transaction; (ii) the persons executing the Agreement and
entering into such FX Transaction have been duly authorized to do
so; (iii) the Agreement and the Currency Obligations created
under the Agreement are binding upon it and enforceable against
it in accordance with their terms (subject to applicable
principals of equity) and do not and will not violate the terms
of any agreements to which such Party is bound; (iv) no Event of
Default has occurred and is continuing with respect to it; and
(v) it acts as principal in entering into each and every FX
Transaction governed by the Agreement.

4.2 COVENANTS. Each Party covenants to the other Party that:
(i) it will at all times obtain and comply with the terms of and
do all that is necessary to maintain in full force and effect all
authorization, approvals, licenses and consents required to
enable it to lawfully perform its obligations under the
Agreement; and (ii) it will promptly notify the other Party of
the occurrence of any Event of Default with respect to itself or
any Credit Support Provider in relation to it.

SECTION 5 CLOSE-OUT AND LIQUIDATION

5.1 CIRCUMSTANCES OF CLOSE-OUT AND LIQUIDATION. If an Event of
Default has occurred and is continuing then the Non-Defaulting
Party shall have the right to close-out and liquidate in the
manner described below all, but not less than all, outstanding
Currency Obligations (except to the extent that in the good

-8-
<PAGE>

faith opinion of the Non-Defaulting Party certain of such
Currency Obligations may not be closed-out and liquidated under
applicable law), by notice to the Defaulting Party. If "Automatic
Termination" is specified as applying to a Party in Part VI of
the Schedule, then, in the case of an Event of Default specified
in Clauses (ii) or (iii) of the definition thereof with respect
to such Party, such close-out and liquidation shall be automatic
as to all outstanding Currency Obligations. Where such close-out
and liquidation is to be effected, it shall be effected by:

(i) closing out each outstanding Currency Obligation
(including any Currency Obligation which has not been
performed and in respect of which the Value Date is on or
precedes the Close-Out Date) so that each such Currency
Obligation is canceled and the Non-Defaulting Party shall
calculate in good faith with respect to each such
canceled Currency Obligation, the Closing Gain or, as
appropriate, the Closing Loss, as follows:

(x) for each Currency Obligation in a Currency other than the
Non-Defaulting Party's Base Currency calculate a
"Close-Out Amount" by converting:

(A) in the case of a Currency Obligation whose Value
Date is the same as or is later than the Close-Out
Date, the amount of such Currency Obligation; or

(B) in the case of a Currency Obligation whose Value
Date precedes the Close-Out Date, the amount of
such Currency Obligation increased, to the extent
permitted by applicable law, by adding interest
thereto from the Value Date to the Close-Out Date
at the rate representing the cost (expressed as a
percentage rate per annum) at which the
Non-Defaulting Party would have been able, on such
Value Date, to fund the amount of such Currency
Obligation for the period from the Value Date to
the Close-Out Date

into such Base Currency at the rate of exchange at which
the Non-Defaulting Party can buy or sell, as appropriate,
such Base Currency with or against the Currency of such
Currency Obligation for delivery on the Value Date of
that Currency Obligation, or if such Value Date precedes
the Close-Out Date, for delivery on the Close-Out Date;
and

(y) determine in relation to each Value Date: (A) the sum of
all Close-Out Amounts relating to Currency Obligations
under which, and of all Currency Obligations in the
Non-Defaulting Party's Base Currency under which, the
Non-Defaulting Party would otherwise have been obliged to
deliver the relevant amount to the Defaulting Party on
that Value Date, adding (to the extent permitted by
applicable law), in the

-9-
<PAGE>

case of a Currency Obligation in the Non-Defaulting
Party's Base Currency whose Value Date precedes the
Close-Out Date, interest for the period from the Value
Date to the Close-Out Date at the Non-Defaulting Party's
Base Currency Rate as at such Value Date for such period;
and (B) the sum of all Close-Out Amounts relating to
Currency Obligations under which, and of all Currency
Obligations in the Non-Defaulting Party's Base Currency
under which, the Non-Defaulting Party would otherwise
have been entitled to receive the relevant amount on that
Value Date, adding (to extent permitted by applicable
law), in the case of a Currency Obligation in the
Non-Defaulting Party's Base Currency whose Value Date
precedes the Close-Out Date, interest for the period from
the Value Date to the Close-Out Date at the
Non-Defaulting Party's Base Currency Rate as at such
Value Date for such period;

(z) if the sum determined under (y)(A) is greater than the
sum determined under (y)(B), the differences shall be the
Closing Loss for such Value Date; if the sum determined
under (y)(A) is less than the sum under (y)(B), the
difference shall be the Closing Gain for such Value Date;

(ii) to the extent permitted by applicable law, adjusting the
Closing Gain or Closing Loss for each Value Date falling
after the Close-Out Date to present value by discounting
the Closing Gain or Closing Loss from the Value Date to
the Close-Out Date, at the Non-Defaulting Party's Base
Currency Rate, or at such other rate as may be prescribed
by applicable law;

(iii) aggregating the following amounts so that all such
amounts are netted into a single liquidated amount
payable by or to the Non-Defaulting Party: (x) the sum of
the Closing Gains for all Value Dates (discounted to
present value, where appropriate, in accordance with the
provisions of Clause (ii) of this Section 5.1) which for
the purposes of this aggregation shall be a positive
figure) and (y) the sum of the Closing Losses for all
Value Dates (discounted to present value, where
appropriate, in accordance with the provision of Clause
(ii) of the Section 5.1) (which for the purposes of the
aggregation shall be negative figure); and

(iv) if the resulting net amount is positive, it shall be
payable by the Defaulting Party to the Non-Defaulting
Party, and if it is negative, then the absolute value of
such amount shall be payable by the Non-Defaulting Party
to the Defaulting Party.

5.2 CALCULATION OF INTEREST. Any addition of interest or
discounting required under Clause (i) or (ii) or Section 5.1
shall be calculated on the basis of the actual number of days
elapsed and of a year of such number of days as is

-10-
<PAGE>

customary for transactions involving the relevant Currency in the
relevant foreign exchange market.

5.3 OTHER FX TRANSACTIONS. Where close-out and liquidation
occurs in accordance with Section 5.1, the Non-Defaulting Party
shall also be entitled to close-out and liquidate, to the extent
permitted by applicable law, any other FX Transactions entered
into between the Parties which are then outstanding in accordance
with provisions of Section 5.1, as if each obligation of a Party
to deliver a Currency thereunder were a Currency Obligation.

5.4 PAYMENT AND LATE INTEREST. The amount payable by one Party
to the other Party pursuant to the provisions of Sections 5.1 and
5.3 shall be paid by the close of business on the Business Day
following such close-out and liquidation (converted as required
by applicable law into any other Currency, any costs of such
conversion to be borne by, and deducted from any payment to, the
Defaulting Party). To the extent permitted by applicable law,
any amount required to be paid under Sections 5.1 or 5.3 and not
paid on the due date therefor, shall bear interest at the
Non-Defaulting Party's Base Currency Rate plus 1% per annum (or,
if conversion is required by applicable law into some other
Currency, either (x) the average rate at which overnight deposits
in such other Currency are offered by major banks in the London
interbank market as of 11:00 a.m. (London time) plus 1% per annum
or (y) such other rate as may be prescribed by such applicable
law) for each day for which such amount remains unpaid.

5.5 SUSPENSION OF OBLIGATIONS. Without prejudice to the
foregoing, so long as a Party shall be, in default in payment or
performance to the Non-Defaulting Party under the Agreement and
so long as the Non-Defaulting Party has not exercised its rights
under Section 5.1, the Non-Defaulting Party may, at its election
and without penalty, suspend its obligation to perform under the
Agreement.

5.6 EXPENSES. The Defaulting Party shall reimburse the
Non-Defaulting Party in respect of all out-of-pocket expenses
incurred by the Non-Defaulting Party (including fees and
disbursements of counsel, including attorneys who may be
employees of the Non-Defaulting Party) in connection with any
reasonable collection or other enforcement proceedings related to
the payments required under this Section 5.

5.7 REASONABLE PRE-ESTIMATE. The Parties agree that the amounts
recoverable under this Section 5 are a reasonable preestimate of
loss and not a penalty. Such amounts are payable for the loss of
bargain and the loss of protection against future risks and,
except as otherwise provided in the Agreement, neither Party will
be entitled to recover any additional damages as a consequence of
such losses.

-11-
<PAGE>

5.8 NO LIMITATION OF OTHER RIGHTS; SET-OFF. The Non-Defaulting
Party's rights under this Section 5 shall be in addition to, and
not in limitation or exclusion of, any other rights which the
Non-Defaulting Party may have (whether by agreement, operation of
law or otherwise). To the extent not prohibited by applicable
law, the Non-Defaulting Party shall have a general right of
set-off with respect to all amounts owed by each Party to the
other Party, whether due and payable or not due and payable
(provided that any amount not due and payable at the time of such
set-off shall, if appropriate, be discounted to present value in
a commercially reasonable manner by the Non-Defaulting Party).
The Non-Defaulting Party's rights under this Section 5.8 are
subject to Section 5.7.

SECTION 6. ILLEGALITY, IMPOSSIBILITY AND FORCE MAJEURE

If either Party is prevented from or hindered or delayed by
reason of force majeure or act of State in the delivery or
receipt of any Currency in respect of a Currency Obligation or if
it becomes or, in the good faith judgment of one of the Parties,
may become unlawful or impossible for either Party to deliver or
receive any Currency which is the subject of a Currency
Obligation, then either Party may, by notice to the other Party,
require the close-out and liquidation of each affected Currency
Obligation in accordance with the provisions of Sections 5.1, 5.2
and 5.4 and, for the purposes of enabling the calculations
prescribed by Sections 5.1, 5.2 and 5.4 to be effected, the Party
unaffected by such force majeure, act of State, illegality or
impossibility (or if both Parties are so affected, whichever
Party gave the relevant notice) shall effect the relevant
calculations as if it were the Non-Defaulting Party. Nothing in
this Section 6 shall be taken as indicating that the Party
treated as the Defaulting Party for the purposes of calculations
required hereby has committed any breach or default.

SECTION 7. PARTIES TO RELY ON THEIR OWN EXPERTISE

Each Party shall enter into each FX Transaction governed by the
Agreement in reliance only upon its own judgment. Neither Party
holds itself out as advising, or any of its employees or agents
as having the authority to advise, the other Party as to whether
or not it should enter into any such FX Transaction or as to any
subsequent actions relating thereto or on any other commercial
matters concerned with any FX Transaction governed by the
Agreement, and neither Party shall have any responsibility or
liability whatsoever in respect of any advice of this nature
given, or views expressed, by it or any of such persons to the
other Party, whether or not such advice is given or such views
are expressed at the request of the other Party.

-12-
<PAGE>

SECTION 8. MISCELLANEOUS

8.1 CURRENCY INDEMNITY. The receipt or recovery by either Party
(the "first Party") of any amount in respect of an obligation of
the other Party (the "second Party") in a Currency other than
that in which such amount was due, whether pursuant to a judgment
of any court or pursuant to Section 5 or 6, shall discharge such
obligation only to the extent that on the first day on which the
first Party is open for business immediately following such
receipt, the first Party shall be able, in accordance with normal
banking practice, to purchase the Currency in which such amount
was due with the Currency received. If the amount so purchasable
shall be less than the original amount of the Currency in which
such amount was due, the second party shall, as a separate
obligation and notwithstanding any judgment of any court,
indemnify the first Party against any loss sustained by it. The
second Party shall in any event indemnify the first Party against
any costs incurred by it in making any such purchase of Currency.

8.2 ASSIGNMENTS. Neither Party may assign, transfer or charge,
or purport to assign, transfer or charge, its rights or its
obligations under the Agreement or any interest therein without
the prior written consent of the other Party, and any purported
assignment, transfer or charge in violation of this Section 8.2
shall be void.

8.3 TELEPHONIC RECORDING. The Parties agree that each may
electronically record all telephonic conversations between them
and that any such tape recordings may be submitted in evidence in
any Proceedings relating to the Agreement. In the event of any
dispute between the Parties as to the terms of an FX Transaction
governed by the Agreement or the Currency Obligations thereby
created, the Parties may use electronic recordings between the
persons who entered into such FX Transaction as the preferred
evidence of the terms of such FX Transaction, notwithstanding the
existence of any writing to the contrary.

8.4 NO OBLIGATION. Neither Party to this Agreement shall be
required to enter into any FX Transaction with the other.

8.5 NOTICES. Unless otherwise agreed, all notices, instructions
and other communications to be given to a Party under the
Agreement shall be given to the address, telex (if confirmed by
the appropriate answerback), facsimile (confirmed if requested)
or telephone number and to the individual or department specified
by such Party in Part VII of the Schedule attached hereto.
Unless otherwise specified, any notice, instruction or other
communication given in accordance with this Section 8.5 shall be
effective upon receipt.

-13-
<PAGE>

8.6 TERMINATION. Each of the Parties hereto may terminate this
Agreement at any time by seven days' prior written notice to the
other Party delivered as prescribed above, and termination shall
be effective at the end of such seventh day; provided, however,
that any such termination shall not affect any outstanding
Currency Obligations, and the provisions of the Agreement shall
continue to apply until all the obligations of each Party to the
other under the Agreement have been fully performed.

8.7 SEVERABILITY. In the event any one or more of the
provisions contained in the Agreement should be held invalid,
illegal or unenforceable in any respect under the law of any
jurisdiction, the validity, legality and enforceability of the
remaining provisions under the law of such jurisdiction, and the
validity, legality and enforceability of such and any other
provisions under the law of any other jurisdiction, shall not in
any way be affected or impaired thereby.

8.8 WAIVER. No indulgence or concession granted by a Party and
no omission or delay on the part of a Party in exercising any
right, power or privilege under the Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any
such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.

8.9 MASTER AGREEMENT. Where one of the Parties to the Agreement
is domiciled in the United States, the Parties intend that the
Agreement shall be a master agreement as defined in 11 U.S. C.
Section 101(55) (C) and 12 U.S.C Section 1821(e) (8) (D) (vii).

8.10 TIME OF ESSENCE. Time shall be of the essence in the
Agreement.

8.11 HEADINGS. Headings in the Agreement are for ease of
reference only.

8.12 WIRE TRANSFERS. Every payment or delivery of Currency to
be made by a Party under the Agreement shall be made by wire
transfer, or its equivalent, of same day (or immediately
available) and freely transferable funds to the bank account
designated by the other Party for such purpose.

8.13 ADEQUATE ASSURANCES. If the Parties have so agreed in Part
X of the Schedule, the failure by a Party ("first Party") to give
adequate assurances of its ability to perform any of its
obligations under the Agreement within two (2) Business Days of a
written request to do so when the other Party ("second Party")
has reasonable grounds for insecurity shall be an Event of
Default under the Agreement, in which case during the pendency of
a reasonable request by the second party to the first Party for
adequate assurances of the first Party's ability to perform its
obligations under the Agreement, the second Party may, at its
election and without penalty, suspend its obligations under the
Agreement.

-14-
<PAGE>

8.14 FDICIA REPRESENTATION. If the Parties have so agreed in
Part XI of the Schedule, each Party represents and warrants to
the other Party that it is a financial institution under the
provisions of Title IV of the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), and the Parties
agree that this Agreement shall be a netting contract, as defined
in FDICIA, and each receipt or payment or delivery obligation
under the Agreement shall be a covered contractual payment
entitlement or covered contractual payment obligation,
respectively, as defined in and subject to FDICIA.

8.15 CONFIRMATION PROCEDURES. In relation to Confirmations,
unless either Party objects to the terms contained in any
Confirmation within three (3) Business Days of receipt thereof,
or such shorter time as may be appropriate given the Value Date
of the FX Transaction, the terms of such Confirmation shall be
deemed correct and accepted absent manifest error, unless a
corrected Confirmation is sent by a Party within such three
Business Days, or shorter period, as appropriate, in which case
the Party receiving such corrected Confirmation shall have three
(3) Business Days, or shorter period, as appropriate, after
receipt thereof to object to the terms contained in such
corrected Confirmation. In the event of any conflict between the
terms of a Confirmation and this Master Agreement, the terms of
this Master Agreement shall prevail and the Confirmation shall
not modify the terms of this Master Agreement.

8.16 AMENDMENTS. No amendment, modification or waiver of the
Agreement will be effective unless in writing executed by each of
the Parties.

SECTION 9. LAW AND JURISDICTION

9.1 GOVERNING LAW. The Agreement shall be governed by, and
construed in accordance with the laws of the State of New York
without giving effect to conflict of laws provisions.

9.2 CONSENT TO JURISDICTION. With respect to any Proceedings,
each Party irrevocably (i) submits to the non-exclusive
jurisdiction or the courts of the State of New York and the
United States District Court located in the Borough of Manhattan
in New York City, and (ii) waives any objection which it may have
at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such court does not have
jurisdiction over such Party. Nothing in the Agreement precludes
either Party from bringing Proceedings in any other jurisdiction.

9.3 WAIVER OF IMMUNITIES. Each Party irrevocably waives to the
fullest extent permitted by applicable law, with respect to
itself and its revenues and assets (irrespective of their use or
intended use) all immunity on the grounds of sovereignty or other
similar grounds from (i) suit, (ii) jurisdiction of any courts,
(iii) relief by way of injunction, order for specific performance
or for

-15-
<PAGE>

recovery of property, (iv) attachment of its assets (whether
before or after judgment) and (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be
entitled in any Proceedings in the courts of any jurisdiction,
and irrevocably agrees to the extent permitted by applicable law
that it will not claim any such immunity in any Proceedings.
Each Party consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in
connection with such Proceedings, including, without limitation,
the making, enforcement or execution against any property
whatsoever of any order or judgment which may be made or given in
such Proceedings.

9.4 WAIVER OF JURY TRIAL. Each Party hereby irrevocably waives
any and all right to trial by jury in any Proceedings.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be duly
executed by their respective authorized officers as of the date first written
above.

CARR FUTURES INC.

By
------------------------------
Name:
Title:

DEAN WITTER SPECTRUM ___ L.P.

By
------------------------------
Name:
Title:

-16-
<PAGE>

SCHEDULE
--------

Part I: SCOPE OF AGREEMENT

The Agreement shall apply to all FX Transactions outstanding between
any two Designated Offices of the Parties on the Effective Date.

Part II: DESIGNATED OFFICES

Each of the following shall be Designated Office:

PARTY A PART B

_________________________ L.P. Carr Futures Inc.
c/o Demeter Management Corporation ______________________________
Two World Trade Center ______________________________
62nd Floor ______________________________
New York, NY 10048 ______________________________
Attn: __________________________ Telephone No: (___)___________
Telephone No.: (212) _____________ Facsimile No: (___)___________
Facsimile No.: (212) _____________

Part III: SETTLEMENT NETTING OFFICES

Net settlement provisions of Section 3.2 shall apply to the following
Settlement Netting Offices:

PARTY A PART B
------- ------

Same as above. Same as above.

Part IV: NOVATION NETTING OFFICES

Netting by novation provisions of Section 3.3(a) shall apply to the
following Novation Netting Offices and shall apply to all FX
Transactions:

PARTY A PART B

Same as Part III Same as Part III

-17-
<PAGE>

Part V: MATCHED PAIR NOVATION NETTING OFFICES

Not applicable

Part VI: AUTOMATIC TERMINATION

The "Automatic Termination" provision in Section 5.1 shall not apply
to _____________ and shall not apply to Dean Witter Reynolds Inc.

Part VII: NOTICES

Address specified in the Confirmation or otherwise by the Designated
Office sending the same; provided that any notice sent to
_____________________ under Section 1 ("Event of Default"), 5,6,8.6 or
9.2 shall be copied to:

Dean Witter Reynolds Inc., Two World Trade Center, 65th Floor, New
York, New York 10048, Attn: Deputy General Counsel

PARTY A PART B

Same as in Part II Same as in Part II

Provided that any notice sent to Party B under Section 1 ("Event of
Default"), 5, 6, 8..6, or 9.2 shall be copied to: Carr Futures Inc.,
___________________ ________________________________ Attn:
__________________________

Part VIII: BASE CURRENCY

PARTY A PART B

U.S. Dollars U.S Dollars

-18-

<PAGE>

Exhibit 23.01

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of our reports dated
February 17, 1998 (March 12, 1998 as to Note 6) relating to the statements of
financial condition of Dean Witter Spectrum Balanced L.P., Dean Witter
Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P. and Dean Witter
Select Futures Fund L.P. as of December 31, 1997 and 1996 and the related
statements of operations, changes in partner's capital, and cash flows for
each of the three years in the period ended December 31, 1997 and our report
dated January 12, 1998 relating to the statements of financial condition of
Demeter Management Corporation as of November 30, 1997 and December 31, 1996
appearing in the Prospectus, which is part of this Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.

New York, New York
May 7, 1998