<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1999
REGISTRATION NO. 333-68779
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
(FORMERLY, DEAN WITTER SPECTRUM TECHNICAL L.P.)
(Exact name of registrant as specified in charter document)
<TABLE>
<S> <C> <C>
DELAWARE 6799 13-3782231
(State of (Primary Standard (I.R.S. Employer
Organization Industrial Identification Number)
of Issuer) Classification Code 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)
Robert E. Murray
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, 66th 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, 333-3222, and
333-47831 previously filed by the Registrant. This Post-Effective Amendment,
which relates to 13,668,151.591 unsold Units of Limited Partnership Interest of
Morgan Stanley Dean Witter Spectrum Technical L.P. as of February 28, 1999, also
constitutes a Post-Effective Amendment to Registration Statement Nos. 33-80146,
333-00494, 333-3222, and 333-47831.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY 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; 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; 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.
(c) Legal Proceedings.................................... Certain Litigation; The Trading Advisors.
(d) Market Price of and Dividends on the
Registrant's Common Equity and Related
Stockholder Matters.................................. Risk Factors.
(e) Financial Statements................................. Independent Auditors' Reports.
(f) Selected Financial Data.............................. Selected Financial Data.
(g) Supplementary Financial Information.................. Selected Financial Data.
(h) Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................... 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; 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; 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 and Supplement to the Prospectus contained in this
Registration Statement relate not only to 13,668,151.591 Units of Limited
Partnership Interest of Morgan Stanley Dean Witter Spectrum Technical L.P.
remaining unsold as of February 28, 1999 from Registration Statement Nos.
33-80146, 333-00494, 333-3222, 333-47831, and 333-68779, but to (i)
3,983,923.179 and 4,288,448.553 Units of Limited Partnership Interest of Morgan
Stanley Dean Witter Spectrum Strategic L.P. and Morgan Stanley Dean Witter
Spectrum Global Balanced L.P., respectively, remaining unsold as of February 28,
1999 from Registration Statement Nos. 33-80146, 333-00494, and 333-3222; and
(ii) 4,879,285.894 Units of Limited Partnership Interest of Morgan Stanley Dean
Witter Spectrum Select L.P. remaining unsold as of February 28, 1999 from
Registration Statement Nos. 333-47829 and 333-68773.
<PAGE>
THE INFORMATION IN THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS SUPPLEMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION: APRIL 12, 1999
MORGAN STANLEY DEAN WITTER SPECTRUM SERIES
TOTAL UNITS OF LIMITED PARTNERSHIP INTERESTS OFFERED:
4,879,285.894 UNITS OF MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P.
13,668,151.591 UNITS OF MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
3,983,923.179 UNITS OF MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.
4,288,448.553 UNITS OF MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
------------------------
SUPPLEMENT
TO PROSPECTUS
DATED JANUARY 21, 1999
YOU SHOULD READ THIS SUPPLEMENT TOGETHER WITH THE PROSPECTUS DATED JANUARY 21,
1999. ALL CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED IN THIS SUPPLEMENT
HAVE THE SAME MEANINGS AS USED IN THE PROSPECTUS. ALL PAGE AND SECTION
REFERENCES IN THIS SUPPLEMENT RELATE TO THE PROSPECTUS, EXCEPT REFERENCES TO
PAGES PRECEDED BY AN "S-," WHICH RELATE TO THIS SUPPLEMENT.
PURCHASE PRICE
You may purchase Units as of the last day of each month. The price you pay will
equal 100% of the Net Asset Value per Unit on the date of purchase. Following
are the offering prices per Unit for each Partnership at February 28, 1999:
<TABLE>
<S> <C>
Spectrum Select......................................................... $ 24.37
Spectrum Technical...................................................... $ 15.70
Spectrum Strategic...................................................... $ 12.45
Spectrum Global Balanced................................................ $ 15.98
</TABLE>
THE RISKS
THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THE PROSPECTUS AND THIS SUPPLEMENT
BEFORE YOU DECIDE TO INVEST. SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
PROSPECTUS.
- The performance of each Partnership has been volatile and the Net Asset
Value per Unit for each Partnership may fluctuate significantly.
- There is no secondary market for Units and you may not redeem your Units
until you have been an investor for at least six months.
- If you redeem any of your Units within twenty-four months after they are
purchased, you may have to pay a redemption charge.
- In order for each Partnership to cover its expenses, each Partnership must
earn annual net Trading Profits (after taking into account estimated
interest income, based on current rates of 4.25%) of the following
percentages of average annual Net Assets:
<TABLE>
<CAPTION>
WITHOUT A WITH A 2%
REDEMPTION CHARGE REDEMPTION CHARGE
--------------------- ---------------------
<S> <C> <C>
Spectrum Select............................................. 6.85% 8.90%
Spectrum Technical.......................................... 7.90% 9.94%
Spectrum Strategic.......................................... 7.87% 9.88%
Spectrum Global Balanced.................................... 1.63% 3.69%
</TABLE>
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN ANY ONE OF THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
------------------------
MORGAN STANLEY DEAN WITTER
DEAN WITTER REYNOLDS INC.
THE DATE OF THIS SUPPLEMENT IS APRIL , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Partnership Name Changes.................................................................................. S-1
Advisor Change for Spectrum Strategic..................................................................... S-1
Summary................................................................................................... S-1
Description of Charges.................................................................................... S-3
Investment Programs, Use of Proceeds and Trading Policies................................................. S-4
The Spectrum Series....................................................................................... S-4
Selected Financial Data................................................................................... S-7
Management's Discussion and Analysis of Financial Condition and Results of Operations..................... S-9
Quantitative and Qualitative Disclosures About Market Risk................................................ S-11
The General Partner....................................................................................... S-20
The Trading Advisors...................................................................................... S-21
Potential Advantages...................................................................................... S-33
Experts................................................................................................... S-35
Independent Auditors' Report to the Limited Partners and the General Partner.............................. S-36
Statements of Financial Condition....................................................................... S-37
Statements of Operations................................................................................ S-41
Statements of Changes in Partners' Capital.............................................................. S-45
Statements of Cash Flows................................................................................ S-47
Notes to Financial Statements for Dean Witter Spectrum Series........................................... S-51
Independent Auditors' Report to the Board of Directors of the General Partner............................. S-60
Statements of Financial Condition for Demeter Management Corporation.................................... S-61
Notes to Statements of Financial Condition for Demeter Management Corporation........................... S-62
</TABLE>
S-ii
<PAGE>
YOU SHOULD REVIEW THE FOLLOWING INFORMATION WITH THE PROSPECTUS BECAUSE THE
INFORMATION CONTAINED IN THIS SUPPLEMENT UPDATES AND REPLACES PORTIONS OF THE
PROSPECTUS.
PARTNERSHIP NAME CHANGES
Effective April 6, 1999, each Partnership changed its name as follows:
Dean Witter Spectrum Select L.P. became Morgan Stanley Dean Witter Spectrum
Select L.P.
Dean Witter Spectrum Technical L.P. became Morgan Stanley Dean Witter Spectrum
Technical L.P.
Dean Witter Spectrum Strategic L.P. became Morgan Stanley Dean Witter Spectrum
Strategic L.P.
Dean Witter Spectrum Global Balanced L.P. became Morgan Stanley Dean Witter
Spectrum Global Balanced L.P.
ADVISOR CHANGE FOR
SPECTRUM STRATEGIC
Spectrum Strategic terminated Stonebrook Capital Management, Inc. as a
Trading Advisor on March 4, 1999. On May 1, 1999, Spectrum Strategic will add
Allied Irish Capital Management, Ltd. ("AICM") as a Trading Advisor, and will
allocate to AICM the assets previously managed by Stonebrook, approximately $6.8
million. AICM will be paid the same management and incentive fees as Stonebrook.
The disclosures regarding Stonebrook in the Prospectus are no longer relevant.
The description of AICM begins on page S-22. All other information in the
Prospectus relating to the fees payable and Net Assets allocated to Stonebrook
should now be read as applying to AICM.
SUMMARY
THE FOLLOWING INFORMATION UPDATES THE SUMMARY OF CERTAIN STATISTICAL
INFORMATION AS OF FEBRUARY 28, 1999 FOR EACH PARTNERSHIP UNDER "SUMMARY--THE
DEAN WITTER SPECTRUM SERIES" ON PAGES 1-2.
MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P.
<TABLE>
<S> <C>
Performance Information:
Break-Even Information:
Inception to date return (since
8/1/91) Percentage of estimated annual
net 143.7%
Compound annualized return trading
profits (after interest income) needed 12.5%
to cover expenses 6.85%
Net Assets Allocated to:
Percentage of estimated annual net
EMC trading profits (after interest
income) 26.52%
Rabar needed to cover expenses and the
2% 44.33%
Sunrise redemption charge if Units are
redeemed within twelve months after 29.15%
they are purchased 8.90%
</TABLE>
S-1
<PAGE>
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
<TABLE>
<S> <C>
Performance Information:
Break-Even Information:
Inception to date return (since
11/2/94) Percentage of estimated annual
net 57.0%
Compound annualized return trading
profits (after interest income) needed 11.0%
to cover expenses 7.90%
Net Assets Allocated to:
Percentage of estimated annual net
Campbell trading profits (after
interest income) 29.56%
Chesapeake needed to cover expenses
and the 2% 23.99%
JWH-Registered Trademark- redemption
charge if Units are redeemed within 46.45%
twelve months after they are purchased 9.94%
</TABLE>
MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.
<TABLE>
<S> <C>
Performance Information:
Break-Even Information:
Inception to date return (since
11/2/94) Percentage of estimated annual
net 24.5%
Compound annualized return trading
profits (after interest income) needed 5.2%
to cover expenses 7.87%
Net Assets Allocated to:
Percentage of estimated annual net
Blenheim trading profits (after
interest income) 23.46%
Stonebrook (terminated 3/4/99) needed
to cover expenses and the 2% 9.11%
Willowbridge redemption charge if
Units are redeemed within twelve 67.43%
months after they are purchased 9.88%
</TABLE>
MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
<TABLE>
<S> <C>
Performance Information:
Break-Even Information:
Inception to date return (since
11/2/94) Percentage of estimated annual
net 59.8%
Compound annualized return trading
profits (after interest income) needed 11.4%
to cover expenses 1.63%
Net Assets Allocated to RXR: 100%
Percentage of estimated annual net
trading profits (after interest
income) needed to cover expenses and
the 2% redemption charge if Units are
redeemed within twelve months after
they are purchased 3.69%
</TABLE>
S-2
<PAGE>
DESCRIPTION OF CHARGES
THE FOLLOWING INFORMATION UPDATES THE BREAK EVEN TABLE UNDER "DESCRIPTION OF
CHARGES-- BREAK EVEN ANALYSIS" ON PAGE 19.
<TABLE>
<CAPTION>
SPECTRUM
SPECTRUM SPECTRUM SPECTRUM GLOBAL
SELECT TECHNICAL STRATEGIC BALANCED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
$ $ $ $
Selling Price per Unit(1).......................................... 24.37 15.70 12.45 15.98
Management Fee(2).................................................. .73 .63 .50 .20
Brokerage Fee(3)................................................... 1.77 1.14 .90 .74
Less: Interest Income(4)........................................... (.83) (.53) (.42) (.68)
Redemption Fee(5).................................................. .50 .32 .25 .33
Incentive Fee(6)................................................... -- -- -- --
Amount of Trading Income Required for a Limited Partner to Recoup
its Investment at the End of One Year............................ 2.17 1.56 1.23 .59
Percentage of Selling Price per Unit............................... 8.90% 9.94% 9.88% 3.69%
</TABLE>
- ------------------------
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 is based on the Net Asset Value per Unit as of February 28,
1999.
(2) Spectrum Select pays 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. Spectrum Technical and Spectrum Strategic each pays a monthly
management fee of 1/12 of 4% (a 4% annual rate), except Spectrum Strategic
will pay AICM 1/12 of 3% (a 3% annual rate), of the Net Assets allocated to
each Trading Advisor on the first day of each month. Spectrum Global
Balanced pays a monthly management fee of 1/12 of 1.25% (a 1.25% annual
rate) of the Partnership's Net Assets on the first day of each month.
(3) The monthly flat-rate brokerage fee paid to DWR is 1/12 of 7.25% (a 7.25%
annual rate) of Net Assets as of the first day of the month with respect to
Spectrum Select, Spectrum Technical, and Spectrum Strategic, and 1/12 of
4.60% (a 4.60% annual rate) of Net Assets as of the first day of the month
with respect to Spectrum Global Balanced.
(4) DWR credits each Partnership at month-end with interest income as if 80%, in
the case of Spectrum Select, Spectrum Technical, and Spectrum Strategic, 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. Interest income was estimated based upon current rates of
approximately 4.25%.
(5) Units redeemed at the end of one year from the date of purchase are
generally 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.
S-3
<PAGE>
INVESTMENT PROGRAM, USE OF PROCEEDS AND TRADING POLICIES
THE FOLLOWING INFORMATION UPDATES THE INFORMATION RELATING TO SPECTRUM
STRATEGIC AT THE TOP OF
PAGE 21:
Currently all redemptions from Spectrum Strategic are allocated to
Willowbridge in an effort to more evenly distribute the Net Assets of the
Partnership among each of the Trading Advisors. However, each Trading Advisor to
Spectrum Strategic will still be allocated 33 1/3% of any net proceeds received
by Spectrum Strategic at each monthly closing.
THE SPECTRUM SERIES
THE FOLLOWING UPDATES AND REPLACES THE INFORMATION CONTAINED IN THIRD
PARAGRAPH UNDER 'THE SPECTRUM SERIES" ON PAGE 25.
Following is a summary of certain information relating to the sale of Units
in each Partnership since its commencement of operations through February 28,
1999:
<TABLE>
<CAPTION>
SPECTRUM SPECTRUM SPECTRUM SPECTRUM
SELECT TECHNICAL STRATEGIC GLOBAL BALANCED
------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Units Sold..................... 16,234,681.206* 19,331,848.409 8,516,076.821 3,711,551.447
Units Unsold................... 4,879,285.894 13,668,151.591 3,983,923.179 4,288,448.553
Proceeds received.............. $ 236,855,963 $ 250,797,166 $ 90,229,004 $ 46,796,981
General Partner
Contributions................ $ 1,680,000 $ 2,181,974 $ 686,990 $ 398,224
Number of Limited Partners..... 13,061 22,909 9,953 5,621
</TABLE>
- --------------------------
* 146,139,671 Units sold prior to the date Spectrum Select joined the Spectrum
Series have been adjusted to reflect the 100-for-1 Unit conversion that took
place on April 30, 1998. 1,620,714.106 Units of Spectrum Select have been
sold since that date.
THE FOLLOWING INFORMATION UPDATES AND REPLACES THE PERFORMANCE INFORMATION
UNDER "THE SPECTRUM SERIES--PERFORMANCE RECORDS" ON PAGES 25-27.
PERFORMANCE RECORDS
A summary of performance information for each Partnership from its
commencement of trading through February 28, 1999 is set forth in Tables I
through IV below. All performance information has been calculated on an accrual
basis in accordance with generally accepted accounting principles. The footnotes
on page 28 are an integral part of the following tables.
------------------------
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. Past results
are not a guarantee of future results. The Partnerships cannot assure investors
that a Partnership will make any profits 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.
S-4
<PAGE>
TABLE I
PERFORMANCE OF SPECTRUM SELECT
Type of Pool: Publicly-Offered Pool
Inception of Trading: August 1991
Aggregate Subscriptions: $238,535,963
Current Capitalization: $209,542,583
Current Net Asset Value Per Unit: $24.37
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: 143.70%
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONTH 1999 1998 1997 1996 1995 1994 1993 1992
- --------------------------------- ------------ --------- --------- --------- --------- --------- --------- ---------
<CAPTION>
% % % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January.......................... (2.90) 0.87 3.93 (0.38) (8.13) (11.67) 0.31 (13.72)
February......................... 5.45 2.16 4.75 (12.11) 9.61 (6.79) 14.84 (6.09)
March............................ 0.23 0.31 (0.22) 20.58 12.57 (0.59) (3.91)
April............................ (6.72) (5.46) 4.07 9.06 (0.95) 10.35 (1.86)
May.............................. 1.79 (1.18) (3.65) 11.08 6.84 1.95 (1.42)
June............................. 0.93 0.16 1.37 (1.70) 10.30 0.21 7.19
July............................. (0.97) 9.74 (1.44) (10.61) (4.91) 13.90 10.72
August........................... 19.19 (6.22) (0.46) (4.81) (6.95) (0.95) 6.69
September........................ 6.24 0.93 3.34 (7.76) 1.25 (4.13) (5.24)
October.......................... (5.14) (3.77) 13.30 (3.35) (4.78) (4.97) (3.17)
November......................... (4.16) 0.62 6.76 1.37 5.68 (1.30) 1.39
December......................... 1.19 3.35 (3.36) 11.19 (2.72) 8.14 (3.58)
Compound Annual/Period Rate of
Return.......................... 2.39 14.15 6.22 5.27 23.63 (5.13) 41.63 (14.45)
(2 months)
<CAPTION>
<S> <C>
MONTH 1991
- --------------------------------- ------------
%
<S> <C>
January..........................
February.........................
March............................
April............................
May..............................
June.............................
July.............................
August........................... (6.20)
September........................ 6.32
October.......................... (2.28)
November......................... (2.93)
December......................... 38.67
Compound Annual/Period Rate of
Return.......................... 31.18
(5 months)
</TABLE>
TABLE II
PERFORMANCE OF SPECTRUM TECHNICAL
Type of Pool: Publicly-Offered Pool
Inception of Trading: November 1994
Aggregate Subscriptions: $252,979,140
Current Capitalization: $256,492,887
Current Net Asset Value per Unit: $15.70
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: 57.0%
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MONTH 1999 1998 1997 1996 1995 1994
- --------------------------------------------------- ------------ --------- --------- --------- --------- ------------
<CAPTION>
% % % % % %
<S> <C> <C> <C> <C> <C> <C>
January............................................ (4.96) (1.16) 3.67 4.78 (1.84)
February........................................... 2.48 0.41 1.13 (6.39) 5.10
March.............................................. 1.31 (1.82) 1.24 10.21
April.............................................. (4.62) (2.93) 4.82 3.60
May................................................ 3.28 (3.75) (3.84) 0.69
June............................................... (1.10) 0.69 3.21 (1.12)
July............................................... (0.98) 9.33 (4.80) (2.44)
August............................................. 10.29 (5.97) (0.35) (0.63)
September.......................................... 4.35 1.85 5.50 (3.33)
October............................................ (0.73) 0.36 9.92 (0.09)
November........................................... (6.17) 1.01 8.34 0.93 (0.90)
December........................................... 5.98 4.57 (3.88) 6.09 (1.31)
Compound Annual/Period Rate of Return.............. (2.61) 10.18 7.49 18.35 17.59 (2.20)
(2 months) (2 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
S-5
<PAGE>
TABLE III
PERFORMANCE OF SPECTRUM STRATEGIC
Type of Pool: Publicly-Offered Pool
Inception of Trading: November 1994
Aggregate Subscriptions: $90,915,994
Current Capitalization: $76,600,837
Current Net Asset Value per Unit: $12.45
Worst Monthly % Drawdown (Month/Year): (11.06)% (April 1998)
Worst Month-End Peak-to-Valley Drawdown: (32.11)% (16 months, April 1997-July
1998)
Cumulative Return Since Inception: 24.50%
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
----------------------------------------------------------------------
1998 1997 1996 1995 1994
MONTH --------- --------- --------- --------- ------------
- -------------------------------------------------- 1999 % % % % %
------------
%
<S> <C> <C> <C> <C> <C> <C>
January........................................... (3.55) 5.32 (0.66) 3.71 (3.50)
February.......................................... 11.76 (3.37) 10.09 (10.29) 1.45
March............................................. 0.37 6.77 (0.97) 7.86
April............................................. (11.06) (6.90) 6.08 0.00
May............................................... (7.40) 0.78 (3.05) (0.66)
June.............................................. (0.89) (1.63) (2.86) (6.38)
July.............................................. (5.26) 7.65 (4.91) (0.81)
August............................................ 11.82 (4.93) 1.14 4.00
September......................................... 19.03 (6.03) 5.11 (0.39)
October........................................... 8.44 (6.24) 2.92 0.30
November.......................................... (7.94) (2.22) 3.49 2.76 0.10
December.......................................... 2.76 5.62 (2.65) 6.24 0.00
Compound Annual/Period Rate of Return............. 7.79 7.84 0.37 (3.53) 10.49 0.10
(2 months) (2 months)
</TABLE>
TABLE IV
PERFORMANCE OF SPECTRUM GLOBAL BALANCED
Type of Pool: Publicly-Offered Pool
Inception of Trading: November 1994
Aggregate Subscriptions: $47,195,205
Current Capitalization: $47,429,666
Current Net Asset Value per Unit: $15.98
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: 59.80%
<TABLE>
<CAPTION>
MONTHLY PERFORMANCE
----------------------------------------------------------------------
1998 1997 1996 1995 1994
MONTH --------- --------- --------- --------- ------------
- -------------------------------------------------- 1999 % % % % %
------------
%
<S> <C> <C> <C> <C> <C> <C>
January........................................... (0.06) 2.25 3.35 0.41 1.32
February.......................................... (0.06) 1.49 3.16 (7.92) 4.62
March............................................. 2.24 (2.50) (1.08) 2.88
April............................................. (1.78) (1.65) 1.27 2.15
May............................................... (0.35) 1.68 (3.13) 4.38
June.............................................. 0.00 3.64 0.46 0.79
July.............................................. (1.19) 11.89 0.83 (1.39)
August............................................ 2.55 (5.92) (0.82) (1.41)
September......................................... 5.11 3.26 2.30 1.61
October........................................... 1.18 (1.69) 3.77 0.26
November.......................................... 2.66 (0.37) 4.76 2.72 (0.50)
December.......................................... 1.27 3.07 (3.88) 2.99 (1.21)
Compound Annual/Period Rate of Return............. (0.12) 16.36 18.23 (3.65) 22.79 (1.70)
(2 months) (2 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
S-6
<PAGE>
SELECTED FINANCIAL DATA
THE FOLLOWING UPDATES AND REPLACES THE FINANCIAL INFORMATION CONTAINED ON
PAGES 29-30.
The following is the results of operations for each Partnership for the
preceding five years. Per Unit results for Spectrum Select have been adjusted to
reflect the 100-for-1 Unit conversion that became effective on April 30, 1998.
For the complete financial statements for all the Partnerships, see pages
S-35-S-58. For performance information with respect to each Partnership, see
"The Spectrum Series-- Performance Records" on pages S-5 - S-6.
SPECTRUM SELECT
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
1998 1997 1996
------------- ------------- -------------
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized.................................................................. 36,087,729 15,940,851 26,876,393
Net change in unrealized.................................................. (1,192,107) 3,149,167 (10,950,217)
------------- ------------- -------------
Total Trading Results................................................... 34,895,622 19,090,018 15,926,176
Interest income (DWR)....................................................... 6,883,110 7,405,511 6,120,347
------------- ------------- -------------
Total Revenues.......................................................... 41,778,732 26,495,529 22,046,523
------------- ------------- -------------
EXPENSES
Brokerage fees (DWR)........................................................ 11,360,166 9,777,851 10,641,478
Management fees............................................................. 5,202,158 5,239,533 4,583,197
Incentive fees.............................................................. 1,832,021 49,989 175,796
Transaction fees and costs.................................................. 625,327 1,370,439 1,104,011
Administrative expenses..................................................... 64,000 114,000 128,000
------------- ------------- -------------
Total Expenses.......................................................... 19,083,672 16,551,812 16,632,482
------------- ------------- -------------
NET INCOME (LOSS)........................................................... 22,695,060 9,943,717 5,414,041
------------- ------------- -------------
------------- ------------- -------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners............................................................ 22,302,202 9,781,168 5,283,411
General Partner............................................................. 392,858 162,549 130,630
NET INCOME (LOSS) PER UNIT:
Limited Partners............................................................ 2.95 1.22 .98
General Partner............................................................. 2.95 1.22 .98
TOTAL ASSETS AT END OF PERIOD............................................... 202,668,038 169,541,807 167,588,012
TOTAL NET ASSETS AT END OF PERIOD........................................... 200,082,516 166,773,321 163,786,285
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners............................................................ 23.80 20.85 19.62
General Partners............................................................ 23.80 20.85 19.62
<CAPTION>
1995 1994
------------- -------------
$ $
<S> <C> <C>
REVENUES
Trading Profit (Loss):
Realized.................................................................. 65,987,157 19,134,352
Net change in unrealized.................................................. (4,657,344) (7,758,820)
------------- -------------
Total Trading Results................................................... 61,329,813 11,375,532
Interest income (DWR)....................................................... 7,969,749 6,044,870
------------- -------------
Total Revenues.......................................................... 69,299,562 17,420,402
------------- -------------
EXPENSES
Brokerage fees (DWR)........................................................ 14,173,695 15,551,182
Management fees............................................................. 5,626,908 5,452,353
Incentive fees.............................................................. 8,707,049 4,441,510
Transaction fees and costs.................................................. 1,589,795 1,652,264
Administrative expenses..................................................... 148,000 126,000
------------- -------------
Total Expenses.......................................................... 30,245,447 27,223,309
------------- -------------
NET INCOME (LOSS)........................................................... 39,054,115 (9,802,907)
------------- -------------
------------- -------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners............................................................ 38,580,172 (9,695,068)
General Partner............................................................. 473,943 (107,839)
NET INCOME (LOSS) PER UNIT:
Limited Partners............................................................ 3.56 (.82)
General Partner............................................................. 3.56 (.82)
TOTAL ASSETS AT END OF PERIOD............................................... 179,342,999 171,613,080
TOTAL NET ASSETS AT END OF PERIOD........................................... 176,446,260 168,189,328
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners............................................................ 18.64 15.08
General Partners............................................................ 18.64 15.08
</TABLE>
SPECTRUM TECHNICAL
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1998 1997 1996 1995
------------- ------------- ------------- -------------
$ $ $ $
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized............................................................ 35,224,194 13,777,460 26,334,748 4,446,595
Net change in unrealized............................................ 6,612,556 9,762,823 (1,552,659) 3,362,093
------------- ------------- ------------- -------------
Total Trading Results............................................. 41,836,750 23,540,283 24,782,089 7,808,688
Interest income (DWR)................................................. 8,103,423 5,987,304 3,242,977 1,430,845
------------- ------------- ------------- -------------
Total Revenues.................................................... 49,940,173 29,527,587 28,025,066 9,239,533
------------- ------------- ------------- -------------
EXPENSES
Brokerage fees (DWR).................................................. 15,543,787 11,617,770 6,997,531 3,003,934
Management fees....................................................... 8,403,764 5,832,758 3,273,649 1,373,227
Incentive fees........................................................ 3,191,252 369,975 1,852,569 600,504
------------- ------------- ------------- -------------
Total Expenses.................................................... 27,138,803 17,820,503 12,123,749 4,977,665
------------- ------------- ------------- -------------
NET INCOME (LOSS)..................................................... 22,801,370 11,707,084 15,901,317 4,261,868
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners...................................................... 22,571,217 11,589,197 15,737,852 4,226,249
General Partner....................................................... 230,153 117,887 163,465 35,619
NET INCOME (LOSS) PER UNIT:
Limited Partners...................................................... 1.49 1.02 2.11 1.72
General Partner....................................................... 1.49 1.02 2.11 1.72
TOTAL ASSETS AT END OF PERIOD......................................... 258,673,911 184,769,817 114,822,056 60,075,842
TOTAL NET ASSETS AT END OF PERIOD..................................... 255,101,434 181,950,507 112,985,629 59,326,379
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners...................................................... 16.12 14.63 13.61 11.50
General Partner....................................................... 16.12 14.63 13.61 11.50
<CAPTION>
FOR THE PERIOD FROM
NOVEMBER 2, 1994
(COMMENCEMENT OF
OPERATIONS) TO
--------------------
<S> <C>
REVENUES
Trading Profit (Loss):
Realized............................................................ (786,137)
Net change in unrealized............................................ 724,455
--------------------
Total Trading Results............................................. (61,682)
Interest income (DWR)................................................. 67,617
--------------------
Total Revenues.................................................... 5,935
--------------------
EXPENSES
Brokerage fees (DWR).................................................. 149,907
Management fees....................................................... 68,529
Incentive fees........................................................ 19,678
--------------------
Total Expenses.................................................... 238,114
--------------------
NET INCOME (LOSS)..................................................... (232,179)
--------------------
--------------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners...................................................... (229,460)
General Partner....................................................... (2,719)
NET INCOME (LOSS) PER UNIT:
Limited Partners...................................................... (.22)
General Partner....................................................... (.22)
TOTAL ASSETS AT END OF PERIOD......................................... 15,084,678
TOTAL NET ASSETS AT END OF PERIOD..................................... 14,931,054
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners...................................................... 9.78
General Partner....................................................... 9.78
</TABLE>
S-7
<PAGE>
SPECTRUM STRATEGIC
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1997 1996 1995
-------------- -------------- --------------
1998 $ $ $
--------------
$
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized.......................................................... 7,945,575 1,297,824 4,980,402 3,408,036
Net change in unrealized.......................................... 2,771,722 2,387,258 (1,679,048) 1,451,792
-------------- -------------- -------------- --------------
Total Trading Results......................................... 10,717,297 3,685,082 3,301,354 4,859,828
Interest income (DWR)............................................... 2,379,478 2,304,248 1,604,026 887,226
-------------- -------------- -------------- --------------
Total Revenues................................................ 13,096,775 5,989,330 4,905,380 5,747,054
-------------- -------------- -------------- --------------
EXPENSES
Brokerage Fees (DWR)................................................ 4,402,540 4,414,327 3,398,205 1,802,579
Management fees..................................................... 2,342,447 2,212,788 1,587,213 824,036
Incentive fees...................................................... 1,336,693 427,094 726,825 437,310
-------------- -------------- -------------- --------------
Total Expenses................................................ 8,081,680 7,054,209 5,712,243 3,063,925
-------------- -------------- -------------- --------------
NET INCOME (LOSS)................................................... 5,015,095 (1,064,879) (806,863) 2,683,129
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners.................................................... 4,958,188 (1,054,657) (799,980) 2,659,882
General Partner..................................................... 56,907 (10,222) (6,883) 23,247
NET INCOME (LOSS) PER UNIT:
Limited Partners.................................................... .84 0.04 (.39) 1.05
General Partner..................................................... .84 0.04 (.39) 1.05
TOTAL ASSETS AT END OF PERIOD....................................... 71,445,333 61,010,043 47,089,676 33,049,282
TOTAL NET ASSETS AT END OF PERIOD................................... 70,421,775 59,095,581 45,118,877 32,462,932
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners.................................................... 11.55 10.71 10.67 11.06
General Partner..................................................... 11.55 10.71 10.67 11.06
<CAPTION>
FOR THE PERIOD FROM
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1994
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized.......................................................... (221,731)
Net change in unrealized.......................................... 367,611
--------------------
Total Trading Results......................................... 145,880
Interest income (DWR)............................................... 55,127
--------------------
Total Revenues................................................ 201,007
--------------------
EXPENSES
Brokerage Fees (DWR)................................................ 121,039
Management fees..................................................... 55,333
Incentive fees...................................................... 18,841
--------------------
Total Expenses................................................ 195,213
--------------------
NET INCOME (LOSS)................................................... 5,794
--------------------
--------------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners.................................................... 5,704
General Partner..................................................... 90
NET INCOME (LOSS) PER UNIT:
Limited Partners.................................................... .01
General Partner..................................................... .01
TOTAL ASSETS AT END OF PERIOD....................................... 12,042,772
TOTAL NET ASSETS AT END OF PERIOD................................... 11,918,929
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners.................................................... 10.01
General Partner..................................................... 10.01
</TABLE>
SPECTRUM GLOBAL BALANCED
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1997 1996 1995
-------------- -------------- --------------
1998 $ $ $
--------------
$
<S> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized......................................................... 5,113,920 3,683,460 177,564 1,508,581
Net change in unrealized......................................... 1,285,628 464,966 (175,835) 373,624
-------------- -------------- -------------- --------------
Total Trading Results........................................ 6,399,548 4,148,426 1,729 1,882,205
Interest income (DWR).............................................. 1,642,542 1,145,033 891,897 447,608
-------------- -------------- -------------- --------------
Total Revenues............................................... 8,042,090 5,293,459 893,626 2,329,813
-------------- -------------- -------------- --------------
EXPENSES
Brokerage Fees (DWR)............................................... 1,591,467 1,124,531 1,030,310 503,995
Incentive fees..................................................... 449,775 300,250 -- 161,155
Management fees.................................................... 422,960 269,162 221,282 104,999
-------------- -------------- -------------- --------------
Total Expenses............................................... 2,464,202 1,693,943 1,251,592 770,149
-------------- -------------- -------------- --------------
NET INCOME (LOSS).................................................. 5,577,888 3,599,516 (357,966) 1,559,664
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners................................................... 5,518,127 3,561,537 (354,537) 1,536,421
General Partner.................................................... 59,761 37,979 (3,429) 23,243
NET INCOME (LOSS) PER UNIT:
Limited Partners................................................... 2.25 2.12 (.44) 2.24
General Partner.................................................... 2.25 2.12 (.44) 2.24
TOTAL ASSETS AT END OF PERIOD...................................... 46,317,786 25,923,024 19,620,770 14,923,682
TOTAL NET ASSETS AT END OF PERIOD.................................. 45,913,872 25,683,236 18,706,255 14,754,500
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners................................................... 16.00 13.75 11.63 12.07
General Partner.................................................... 16.00 13.75 11.63 12.07
<CAPTION>
FOR THE PERIOD FROM
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1994
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized......................................................... (61,916)
Net change in unrealized......................................... 18,804
---------------------
Total Trading Results........................................ (43,112)
Interest income (DWR).............................................. 25,896
---------------------
Total Revenues............................................... (17,216)
---------------------
EXPENSES
Brokerage Fees (DWR)............................................... 29,040
Incentive fees..................................................... --
Management fees.................................................... 6,050
---------------------
Total Expenses............................................... 35,090
---------------------
NET INCOME (LOSS).................................................. (52,306)
---------------------
---------------------
NET INCOME (LOSS) ALLOCATION:
Limited Partners................................................... (50,640)
General Partner.................................................... (1,666)
NET INCOME (LOSS) PER UNIT:
Limited Partners................................................... (.17)
General Partner.................................................... (.17)
TOTAL ASSETS AT END OF PERIOD...................................... 3,817,871
TOTAL NET ASSETS AT END OF PERIOD.................................. 3,797,845
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners................................................... 9.83
General Partner.................................................... 9.83
</TABLE>
S-8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING INFORMATION UPDATES AND SUPPLEMENTS THE INFORMATION FOR EACH
PARTNERSHIP UNDER THE CAPTIONS "RESULTS OF OPERATIONS" ON PAGES 31-33, 36-37,
39-41, AND 43-44.
MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P.
1998 RESULTS. Spectrum Select recorded net profits during 1998. The
Partnership experienced the majority of the gains in the global interest rate
futures markets, particularly from long positions in German, U.S. and Japanese
bond futures. Bond prices rallied in late August, as global stock prices
plunged, especially after Russia's decision to halt trading in foreign
currencies paralyzed that country's banking system and set off a
"flight-to-quality" into the global fixed income markets. The subsequent
volatility in the global financial markets and worldwide economic deterioration
continued to drive these profitable trades through September.
For the year ended December 31, 1998, Spectrum Select's total revenues,
including interest income, were $41,778,732. Total expenses for the year were
$19,083,672, resulting in net income of $22,695,060. The value of an individual
Unit in Spectrum Select increased from $20.85 at December 31, 1997 to $23.80 at
December 31, 1998.
From inception of trading in August 1991 through December 1998, the Net
Asset Value per Unit of Spectrum Select has increased by 138.0% (a compound
annualized return of 12.4%).
To enhance the preceding comparison of operations from year to year, you can
examine, line by line, the Partnership's Statement of Operations and Statement
of Financial Condition.
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
1998 RESULTS. Spectrum Technical experienced a profitable year in 1998. The
Partnership recorded net gains during the year due primarily to long positions
in global interest rate futures positions. The most significant gains were
experienced from long German, U.S. and Japanese bond futures positions during
August and September, as investors flocked to "safe haven" investments amid the
political and economic turmoil in Russia, Asia and Latin America. Short
positions in crude oil futures also contributed profits, as oil prices fell
throughout a majority of the year on reports of a supply surplus, despite
tensions in the Middle East. These gains were partially offset by losses
experienced from short-term price volatility in the metals markets, as investors
shifted investment capital from market to market amid global economic
uncertainty.
For the year ended December 31, 1998, Spectrum Technical's total trading
revenues, including interest income, were $49,940,173. Total expenses for the
year were $27,138,803, resulting in net income of $22,801,370. The value of an
individual Unit in Spectrum Technical increased from $14.63 at December 31, 1997
to $16.12 at December 31, 1998.
From inception of trading in November 1994 through December 1998, the Net
Asset Value per Unit of Spectrum Technical has increased by 61.2% (a compound
annualized return of 12.2%).
To enhance the preceding comparison of operations from year to year, you can
examine, line by line, the Partnership's Statement of Operations and Statement
of Financial Condition.
MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.
1998 RESULTS. Spectrum Strategic posted a net gain in 1998. The Partnership
recorded profits primarily from long positions in global interest rate futures,
as the increased volatility in the global financial markets and worldwide
economic deterioration drove investors to a variety of "safe haven" investments
throughout August and September. Long positions in U.S., German,
S-9
<PAGE>
British, and Japanese bond futures were the key contributors to these gains.
Additional gains were recorded in the currency markets in early October from
long German mark positions, as the mark's value increased relative to the U.S.
dollar. This weakness in the U.S. dollar was mainly caused by an unanticipated
interest rate cut by the Federal Reserve and the continuing possibility, and
subsequent reality, of presidential impeachment hearings. A portion of these
gains was offset by losses in the energy and soft commodities markets, primarily
during the fourth quarter from long positions in crude oil and cocoa futures.
For the year ended December 31, 1998, Spectrum Strategic's total trading
revenues, including interest income, were $13,096,775. Total expenses for the
year were $8,081,680, resulting in net income of $5,015,095. The value of an
individual Unit in Spectrum Strategic increased from $10.71 at December 31, 1997
to $11.55 at December 31, 1998.
From inception of trading in November 1994 through December 1998, the Net
Asset Value per Unit of Spectrum Strategic has increased by 15.5% ( a compound
annualized return of 3.5%).
To enhance the preceding comparison of operations from year to year, you can
examine, line by line, the Partnership's Statement of Operations and Statement
of Financial Condition.
MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
1998 RESULTS. Spectrum Global Balanced experienced a profitable year in
1998. The Partnership profited during the year primarily from long positions in
the global stock index futures component of the balanced portfolio. The most
significant gains were recorded from long S&P 500 Index futures positions, as
equity prices reached record levels during the first half and final quarter of
the year. Additional gains were recorded from long positions in European stock
index futures, with a majority of the gains experienced during the fourth
quarter amid the recovery of the U.S. stock markets. The global interest rate
futures markets were also key contributors to overall gains, as long global bond
futures positions benefited from a "flight-to-quality," given the global
economic uncertainty prevalent during the third quarter.
For the year ended December 31, 1998, Spectrum Global Balanced's total
trading revenues, including interest income, were $8,042,090. Total expenses for
the year were $2,464,202, resulting in net income of $5,577,888. The value of an
individual Unit in Spectrum Strategic increased from $13.75 at December 31, 1997
to $16.00 at December 31, 1998.
From inception of trading in November 1994 through December 1998, the Net
Asset Value per Unit of Spectrum Global Balanced has increased by 60.0% (a
compound annualized return of 12.0%).
To enhance the preceding comparison of operations from year to year, you can
examine, line by line, the Partnership's Statement of Operations and Statement
of Financial Condition.
S-10
<PAGE>
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
INTRODUCTION
Each Partnership is a commodity pool engaged primarily in the speculative
trading of futures interests. The market sensitive instruments held by each
Partnership are acquired solely for speculative trading purposes and, as a
result, all or substantially all of each Partnership's assets are subject to the
risk of trading loss. Unlike an operating company, the risk of market sensitive
instruments is integral, not incidental, to each Partnership's primary business
activities.
The futures interests traded by each Partnership involve varying degrees of
related market risk. Such market risk is often dependent upon changes in the
level or volatility of interest rates, exchange rates, and/or market values of
financial instruments and commodities. Fluctuations in related market risk based
upon the aforementioned factors result in frequent changes in the fair value of
each Partnership's open positions, and, consequently, in its earnings and cash
flow.
Each Partnership's total market risk is influenced by a wide variety of
factors, including the diversification effects among each Partnership's existing
open positions, the volatility present within the market(s), and the liquidity
of the market(s). At varying times, each of these factors may act to exacerbate
or mute the market risk associated with each Partnership.
Each Partnership's past performance is not necessarily indicative of its
future results. Any attempt at quantifying a Partnership's market risk must be
qualified by the inherent uncertainty of its speculative trading, which may
cause future losses and volatility (i.e. "risk of ruin") far in excess of such
Partnership's experience to date and/or any reasonable expectation premised upon
historical changes in the fair value of its market sensitive instruments.
QUANTIFYING THE PARTNERSHIP'S TRADING VALUE AT RISK
THE FOLLOWING QUANTITATIVE DISCLOSURES REGARDING EACH PARTNERSHIP'S MARKET
RISK EXPOSURES CONTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
SAFE HARBOR FROM CIVIL LIABILITY PROVIDED FOR SUCH STATEMENTS BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 (SET FORTH IN SECTION 27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934).
ALL QUANTITATIVE DISCLOSURES IN THIS SECTION ARE DEEMED TO BE FORWARD- LOOKING
STATEMENTS FOR PURPOSES OF THE SAFE HARBOR, EXCEPT FOR STATEMENTS OF HISTORICAL
FACT.
Each Partnership accounts for open positions on the basis of mark-to-market
accounting principles. As such, any loss in the fair value of a Partnership's
open positions is directly reflected in such Partnership's earnings, whether
realized or unrealized, and such Partnership's cash flow, as profits and losses
on open positions of exchange-traded futures interests are settled daily through
variation margin.
Each Partnership's risk exposure in the various market sectors traded by the
Trading Advisors is estimated below in terms of Value at Risk ("VaR"). The VaR
model employed by each Partnership incorporates numerous variables that could
impact the fair value of such Partnership's trading portfolio. Each Partnership
estimates VaR using a model based on historical simulation with a confidence
level of 99%. Historical simulation involves constructing a distribution of
hypothetical daily changes in trading portfolio value. The VaR model generally
takes into account linear exposures to price and interest rate risk. Market
risks that are incorporated in the VaR model include equity and commodity
prices, interest rates, foreign exchange rates, as well as correlation that
exists among these variables. The hypothetical changes in portfolio value are
based on daily observed percentage changes in key market indices or other market
factors ("market risk factors") to which the portfolio is sensitive. In the case
of each Partnership's VaR, the historical observation
S-11
<PAGE>
period is approximately four years. Each Partnership's one-day 99% VaR
corresponds to the negative change in portfolio value that, based on observed
market risk factor moves, would have been exceeded once in 100 trading days.
VaR models such as each Partnership's are continually evolving as trading
portfolios become more diverse and modeling techniques and systems capabilities
improve. It must also be noted that the VaR model is used to quantify market
risk for historic reporting purposes only and is not utilized by either the
General Partner or the Trading Advisors in their daily risk management
activities.
EACH PARTNERSHIP'S VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following tables indicates the VaR associated with each Partnership's
open positions, as a percentage of total net assets, by primary market risk
category as of December 31, 1998.
SPECTRUM SELECT:
As of December 31, 1998, the Partnership's total capitalization was
approximately $200 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
- ---------------------------------------------------------------------------- ---------
<S> <C>
Interest Rate............................................................... (1.06)%
Currency.................................................................... (.51)
Equity...................................................................... (.37)
Commodity................................................................... (.91)
Aggregate Value at Risk..................................................... (1.28)%
</TABLE>
SPECTRUM TECHNICAL:
As of December 31, 1998, the Partnership's total capitalization was
approximately $255 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
- ---------------------------------------------------------------------------- ---------
<S> <C>
Interest Rate............................................................... (1.25)%
Currency.................................................................... (.68)
Equity...................................................................... (.43)
Commodity................................................................... (.60)
Aggregate Value at Risk..................................................... (1.60)%
</TABLE>
SPECTRUM STRATEGIC:
As of December 31, 1998, the Partnership's total capitalization was
approximately $70 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
- ---------------------------------------------------------------------------- ---------
<S> <C>
Interest Rate............................................................... (.58)%
Currency.................................................................... (.26)
Equity...................................................................... (1.74)
Commodity................................................................... (.29)
Aggregate Value at Risk..................................................... (1.70)%
</TABLE>
S-12
<PAGE>
SPECTRUM GLOBAL BALANCED:
As of December 31, 1998, the Partnership's total capitalization was
approximately $46 million.
<TABLE>
<CAPTION>
MARKET CATEGORY VAR
- ----------------------------------------------------------------------------- ---------
<S> <C>
Interest Rate................................................................ (.31)%
Currency..................................................................... (.07)
Equity....................................................................... (.23)
Commodity.................................................................... (.46)
Aggregate Value at Risk...................................................... (.58)%
</TABLE>
Aggregate value at risk represents the aggregate VaR of each Partnership's
open positions and not the sum of the VaR of the individual categories listed
above. Aggregate VaR will be lower as it takes into account correlation among
different positions and categories.
The tables above represent the VaR of each Partnership's open positions at
December 31, 1998 only and are not necessarily representative of either the
historic or future risk of an investment in such Partnerships. As each
Partnership's sole business is the speculative trading of primarily futures
interests, the composition of its portfolio of open positions can change
significantly over any given time period or even within a single trading day.
Such changes in open positions could materially impact market risk as measured
by VaR either positively or negatively.
The tables below supplement the year end VaR by presenting each
Partnership's high, low and average VaR, as a percentage of total net assets,
for the four quarterly reporting periods from January 1, 1998 through December
31, 1998.
SPECTRUM SELECT
<TABLE>
<CAPTION>
PRIMARY MARKET RISK
CATEGORY HIGH LOW AVERAGE
- ---------------------- --------- --------- -----------
<S> <C> <C> <C>
Interest Rate......... (2.27)% (.40)% (1.47 )%
Currency.............. (1.70) (.51) (0.99 )
Equity................ (.85) (.21) (.45 )
Commodity............. (.92) (.51) (.79 )
Aggregate Value at
Risk................ (2.68)% (1.28)% (2.18 )%
</TABLE>
SPECTRUM TECHNICAL
<TABLE>
<CAPTION>
PRIMARY MARKET RISK
CATEGORY HIGH LOW AVERAGE
- ----------------------- --------- --------- -----------
<S> <C> <C> <C>
Interest Rate.......... (2.08)% (.89)% (1.56 )%
Currency............... (1.92) (.68) (1.51 )
Equity................. (.61) (.43) (.51 )
Commodity.............. (.69) (.46) (.57 )
Aggregate Value at
Risk................. (3.02)% (1.60)% (2.43 )%
</TABLE>
SPECTRUM STRATEGIC
<TABLE>
<CAPTION>
PRIMARY MARKET RISK
CATEGORY HIGH LOW AVERAGE
- ---------------------- --------- --------- -----------
<S> <C> <C> <C>
Interest Rate......... (3.75)% (.31)% (2.46 )%
Currency.............. (2.11) (.07) (1.16 )
Equity................ (1.62) (.20) (.72 )
Commodity............. (1.52) (.46) (1.19 )
Aggregate Value at
Risk................ (5.04)% (.58)% (3.21 )%
</TABLE>
SPECTRUM GLOBAL BALANCED
<TABLE>
<CAPTION>
PRIMARY MARKET RISK
CATEGORY HIGH LOW AVERAGE
- ---------------------- --------- --------- -----------
<S> <C> <C> <C>
Interest Rate......... (1.36)% (.29)% (.87 )%
Currency.............. (.67) (.18) (.39 )
Equity................ (1.74) (.59) (1.11 )
Commodity............. (.29) (.19) (.23 )
Aggregate Value at
Risk................ (1.70)% (1.42)% (1.57 )%
</TABLE>
LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
The face value of the market sector instruments held by each Partnership is
typically many times the applicable margin requirements, as such margin
requirements generally range between 2% and 15% of contract face value.
Additionally, due to the use of leverage, the face value of the market sector
instruments held by each Partnership is typically many times the total
capitalization of each such Partnership. The financial magnitude of a
Partnership's open positions thus creates a
S-13
<PAGE>
"risk of ruin" not typically found in other investment vehicles. Due to the
relative size of the positions held, certain market conditions may cause a
Partnership to incur losses greatly in excess of VaR within a short period of
time. The foregoing VaR tables, as well as the past performance of each
Partnership, gives no indication of such "risk of ruin". In addition, VaR risk
measures should be interpreted in light of the methodology's limitations, which
include the following: past changes in market risk factors will not always yield
accurate predictions of the distributions and correlations of future market
movements; changes in portfolio value in response to market movements may differ
from the responses implicit in a VaR model; published VaR results reflect past
trading positions while future risk depends on future positions; VaR using a
one-day time horizon does not fully capture the market risk of positions that
cannot be liquidated or hedged within one day; and the historical market risk
factor data used for VaR estimation may provide only limited insight into losses
that could be incurred under certain unusual market movements.
The foregoing VaR tables present the results of each Partnership's VaR for
each such Partnership's market risk exposures and on an aggregate basis at
December 31, 1998 and for the end of quarter periods during calendar year 1998.
Since VaR is based on historical data, VaR should not be viewed as predictive of
a Partnership's future financial performance or its ability to manage and
monitor risk and there can be no assurance that a Partnership's actual losses on
a particular day will not exceed the VaR amounts indicated above or that such
losses will not occur more than once in 100 trading days.
NON-TRADING RISK
Each Partnership has non-trading market risk on its foreign cash balances
not needed for margin. However, such balances, as well as any market risk they
may represent, are immaterial. Each Partnership also maintains a substantial
portion (approximately 87-92%) of its available assets in cash at DWR. A decline
in short-term interest rates will result in a decline in a Partnership's cash
management income. This cash flow risk is not considered material.
Materiality, as used throughout this section, is based on an assessment of
reasonably possible market movements and the potential losses caused by such
movements, taking into account the leverage, optionality and multiplier features
of a Partnership's market sensitive instruments.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
THE FOLLOWING QUALITATIVE DISCLOSURES REGARDING EACH PARTNERSHIP'S MARKET
RISK EXPOSURES--EXCEPT FOR (I) THOSE DISCLOSURES THAT ARE STATEMENTS OF
HISTORICAL FACT AND (II) THE DESCRIPTIONS OF HOW A PARTNERSHIP MANAGES ITS
PRIMARY MARKET RISK EXPOSURES--CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT. EACH PARTNERSHIP'S PRIMARY MARKET RISK EXPOSURES AS WELL AS THE
STRATEGIES USED AND TO BE USED BY THE GENERAL PARTNER AND THE TRADING ADVISORS
FOR MANAGING SUCH EXPOSURES ARE SUBJECT TO NUMEROUS UNCERTAINTIES, CONTINGENCIES
AND RISKS, ANY ONE OF WHICH COULD CAUSE THE ACTUAL RESULTS OF EACH PARTNERSHIP'S
RISK CONTROLS TO DIFFER MATERIALLY FROM THE OBJECTIVES OF SUCH STRATEGIES.
GOVERNMENT INTERVENTIONS, DEFAULTS AND EXPROPRIATIONS, ILLIQUID MARKETS, THE
EMERGENCE OF DOMINANT FUNDAMENTAL FACTORS, POLITICAL UPHEAVALS, CHANGES IN
HISTORICAL PRICE RELATIONSHIPS, AN INFLUX OF NEW MARKET PARTICIPANTS, INCREASED
REGULATION AND MANY OTHER FACTORS COULD RESULT IN MATERIAL LOSSES AS WELL AS IN
MATERIAL CHANGES TO THE RISK EXPOSURES AND THE RISK MANAGEMENT STRATEGIES OF
EACH PARTNERSHIP. INVESTORS MUST BE PREPARED TO LOSE ALL OR SUBSTANTIALLY ALL OF
THEIR INVESTMENT IN A PARTNERSHIP.
S-14
<PAGE>
SPECTRUM SELECT
The following were the primary trading risk exposures of the Partnership as
of December 31, 1998, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
INTEREST RATE. Interest rate risk is the principal market exposure of the
Partnership. Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the U.S. and the other G-7 countries. However,
the Partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The General Partner anticipates that G-7 interest rates
will remain the primary market exposure of the Partnership for the foreseeable
future. The changes in interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-term, rates. Most of
the speculative futures positions held by the Partnership are in medium-to-long
term instruments. Consequently, even a material change in short-term rates would
have little effect on the Partnership were the medium-to-long term rates to
remain steady.
CURRENCY. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Partnership trades in a large number of
currencies, including cross-rates--i.e., positions between two currencies other
than the U.S. dollar. However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/mark and dollar/pound positions. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future, although it is difficult at this
point to predict the effect of the introduction of the Euro on the Trading
Advisors' currency trading strategies.
EQUITY. The Partnership's primary equity exposure is to equity price risk
in the G-7 countries. The stock index futures traded by the Partnership are by
law limited to futures on broadly based indices. As of December 31, 1998, the
Partnership's primary exposures were in the S&P 500, Financial Times (England),
Nikkei (Japan) and DAX (Germany) stock indices. The General Partner anticipates
little, if any, trading in non-G-7 stock indices. The Partnership is primarily
exposed to the risk of adverse price trends or static markets in the major U.S.,
European and Japanese indices. (Static markets would not cause major market
changes but would make it difficult for the Partnership to avoid being
"whipsawed" into numerous small losses).
COMMODITY.
METALS. The Partnership's primary metals market exposure is to fluctuations
in the price of gold and silver. Although certain of the Trading Advisors will
from time to time trade base metals such as aluminum, copper, lead, tin, nickel
and zinc, the principal market exposures of the Partnership have consistently
been in the precious metals, gold and silver. The Trading Advisors' gold trading
has been increasingly limited due to the long-lasting and mainly non-volatile
decline in the price of gold over the last 10-15 years. However, silver prices
have remained volatile over this period, and the Trading Advisors have from time
to time taken substantial positions as they have perceived market opportunities
to develop. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
SOFT COMMODITIES. One of the Partnership's primary commodities exposure is
to fluctuations in the price of soft commodities, which are often directly
affected by severe or unexpected
S-15
<PAGE>
weather conditions. Soybeans, grains, coffee, cotton, orange juice, cocoa and
sugar accounted for the substantial bulk of the Partnership's commodities
exposure as of December 31, 1998. The Partnership has had market exposure to
lean hogs.
ENERGY. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Although the Trading Advisors trade natural gas to a limited extent, oil is by
far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.
SPECTRUM TECHNICAL
The following were the primary trading risk exposures of the Partnership as
of December 31, 1998, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
INTEREST RATE. Interest rate risk is the principal market exposure of the
Partnership. Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the U.S. and the other G-7 countries. However,
the Partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The General Partner anticipates that G-7 interest rates
will remain the primary market exposure of the Partnership for the foreseeable
future. The changes in interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-term, rates. Most of
the speculative futures positions held by the Partnership are in medium-to-long
term instruments. Consequently, even a material change in short-term rates would
have little effect on the Partnership were the medium-to-long term rates to
remain steady.
CURRENCY. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Partnership trades in a large number of
currencies, including cross-rates--i.e., positions between two currencies other
than the U.S. dollar. However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/mark and dollar/pound positions. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future, although it is difficult at this
point to predict the effect of the introduction of the Euro on the Trading
Advisors' currency trading strategies.
EQUITY. The Partnership's primary equity exposure is to equity price risk
in the G-7 countries. The stock index futures traded by the Partnership are by
law limited to futures on broadly based indices. As of December 31, 1998, the
Partnership's primary exposures were in the ASE (Australia), S&P 500, Financial
Times (England), Nikkei (Japan) and DAX (Germany) stock indices. The General
Partner anticipates little, if any, trading in non-G-7 stock indices. The
Partnership is primarily exposed to the risk of adverse price trends or static
markets in the major U.S., European and Japanese indices. (Static markets would
not cause major market changes but would make it difficult for the Partnership
to avoid being "whipsawed" into numerous small losses).
COMMODITY.
METALS. The Partnership's primary metals market exposure is to fluctuations
in the price of gold and silver. Although some of the Trading Advisors will from
time to time trade base metals
S-16
<PAGE>
such as aluminum, copper, nickel, lead, tin and zinc, the principal market
exposures of the Partnership have consistently been in the precious metals, gold
and silver. The Trading Advisors' gold trading has been increasingly limited due
to the long-lasting and mainly non-volatile decline in the price of gold over
the last 10-15 years. However, silver prices have remained volatile over this
period, and the Trading Advisors have from time to time taken substantial
positions as they have perceived market opportunities to develop. The General
Partner anticipates that gold and silver will remain the primary metals market
exposure for the Partnership.
SOFT COMMODITIES. One of the Partnership's primary commodities exposure is
to fluctuations in the price of soft commodities, which are often directly
affected by severe or unexpected weather conditions. Soybeans, grains, and
coffee accounted for the substantial bulk of the Partnership's commodities
exposure at December 31, 1998. The Partnership has had market exposure to live
cattle and lean hogs. However, the General Partner anticipates that the Trading
Advisors will maintain an emphasis on soybeans, grains, and coffee, in which the
Partnership has historically taken its largest positions.
ENERGY. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Although the Trading Advisors trade natural gas to a limited extent, oil is by
far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.
SPECTRUM STRATEGIC
The following were the primary trading exposures of the Partnership as of
December 31, 1998. It may be anticipated however, that these market exposures
will vary materially over time.
INTEREST RATE. Interest rate risk is the principal market exposure of the
Partnership. Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the U.S. and the other G-7 countries. However,
the Partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The General Partner anticipates that G-7 interest rates
will remain the primary market exposure of the Partnership for the foreseeable
future. The changes in interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-term, rates. Most of
the speculative futures positions held by the Partnership are in medium-to-long
term instruments. Consequently, even a material change in short-term interest
rates would have little effect on the Partnership were the medium-to-long term
rates to remain steady.
CURRENCY. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Partnership trades in a large number of
currencies, including cross-rates--i.e., positions between two currencies other
than the U.S. dollar. However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/mark and dollar/pound positions. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future, although it is difficult at this
point to predict the effect of the Euro on the Trading Advisors' currency
trading strategies.
EQUITY. The Partnership's primary equity exposure is to equity price risk
in the G-7 countries. The stock index futures traded by the Partnership are by
law limited to futures on broadly based
S-17
<PAGE>
indices. As of December 31, 1998, the Partnership's primary exposures were in
the S&P 500, Financial Times (England), Nikkei (Japan) and DAX (Germany) stock
indices. The Partnership is primarily exposed to the risk of adverse price
trends or static markets in the major U.S., European and Japanese indices.
(Static markets would not cause major market changes but would make it difficult
for the Partnership to avoid being "whipsawed" into numerous small losses).
COMMODITY.
METALS. The Partnership's primary metals exposure is to fluctuations in the
price of gold and silver. Although certain of the Trading Advisors will from
time to time trade base metals such as aluminum, copper, nickel and zinc, the
principal market exposures of the Partnership have consistently been in the
precious metals, gold and silver. The Trading Advisors' gold trading has been
increasingly limited due to the long-lasting and mainly non-volatile decline in
the price of gold over the last 10-15 years. However, silver prices have
remained volatile over this period, and the Trading Advisors have from time to
time taken substantial positions as they have perceived market opportunities to
develop. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
SOFT COMMODITIES. One of the Partnership's primary commodities exposure is
to fluctuations in the price of soft commodities, which are often directly
affected by severe or unexpected weather conditions. Soybeans, grains, cocoa and
sugar accounted for the substantial bulk of the Partnership's commodities
exposure as of December 31, 1998. The Partnership has market exposure to live
cattle and lean hogs. However, the General Partner anticipates that the Trading
Advisors will maintain an emphasis on soybeans, grains, cocoa and sugar, in
which the Partnership has historically taken its largest positions.
ENERGY. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Although the Trading Advisors trade natural gas to a limited extent, oil is by
far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.
SPECTRUM GLOBAL BALANCED
The following were the primary trading risk exposures of the Partnership as
of December 31, 1998, by market sector. It may be anticipated however, that
these market exposures will vary materially over time.
INTEREST RATE. Interest rate risk is the principal market exposure of the
Partnership. Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the U.S. and the other G-7 countries. However,
the Partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The General Partner anticipates that G-7 interest rates
will remain the primary market exposure of the Partnership for the foreseeable
future. The changes in interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-term, rates. Most of
the speculative future positions held by the Partnership are in medium-to-long
term instruments. Consequently, even a material change in short-term rates would
have little effect on the Partnership were the medium-to-long term rates to
remain steady.
S-18
<PAGE>
CURRENCY. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Partnership trades in a large number of
currencies, including cross-rates--i.e., positions between two currencies other
than the U.S. dollar. However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/mark and dollar/pound positions. The General
Partner does not anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future, although it is difficult at this
point to predict the effect of the introduction of the Euro on the Trading
Advisor's currency trading strategies.
EQUITY. The Partnership's primary equity exposure is to equity price risk
in the G-7 countries. The stock index futures traded by the Partnership are by
law limited to futures on broadly based indices. As of December 31, 1998, the
Partnership's primary exposures were in the S&P 500, Financial Times (England),
Nikkei (Japan) and DAX (Germany) stock indices. The General Partner anticipates
little, if any, trading in non-G-7 stock indices. The Partnership is primarily
exposed to the risk of adverse price trends or static markets in the major U.S.,
European and Japanese indices. (Static markets would not cause major market
changes but would make it difficult for the Partnership to avoid being
"whipsawed" into numerous small losses).
COMMODITY.
METALS. The Partnership's primary metals market exposure is to fluctuations
in the price of gold and silver. Although the Trading Advisor will from time to
time trade base metals such as aluminum, copper, nickel and zinc, the principal
market exposures of the Partnership have consistently been in the precious
metals, gold and silver. The Trading Advisor's gold trading has been
increasingly limited due to the long-lasting and mainly non-volatile decline in
the price of gold over the last 10-15 years. However, silver prices have
remained volatile over this period, and the Trading Advisor has from time to
time taken substantial positions as they have perceived market opportunities to
develop. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
SOFT COMMODITIES. One of the Partnership's commodities market exposure is
to fluctuations in the price of soft commodities, which are often directly
affected by severe or unexpected weather conditions. Soybean oil, grains, and
cotton accounted for the substantial bulk of the Partnership's commodities
exposure at December 31, 1998. The Partnership has had market exposure to live
cattle and lean hogs. However, the General Partner anticipates that the Trading
Advisor will maintain an emphasis on soybean oil, grains, and cotton, in which
the Partnership has historically taken its largest positions.
ENERGY. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Although the Trading Advisor trades natural gas to a limited extent, oil is by
far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
The following was the only non-trading risk exposure of each Partnership at
December 31, 1998:
FOREIGN CURRENCY BALANCES. Each Partnership's primary foreign currency
balances are in Japanese yen, German marks, British pounds, French francs and
euros. Each Partnership controls the
S-19
<PAGE>
non-trading risk of these balances by regularly converting these balances back
into U.S. dollars at varying intervals, depending upon such factors as size,
volatility, etc.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
The means by which each Partnership and the Trading Advisors, severally,
attempt to manage the risk of the Partnership's open positions are essentially
the same in all market categories traded. The General Partner attempts to manage
each Partnership's market exposure by (i) diversifying a Partnership's assets
among different Trading Advisors (in a multi-advisor Partnership), each of whose
strategies focus on different market sectors and trading approaches, and (ii),
monitoring the performance of the Trading Advisor(s) on a daily basis. In
addition, the Trading Advisor(s) establish diversification guidelines, often set
in terms of the maximum margin to be committed to positions in any one market
sector or market sensitive instrument. One should be aware that certain Trading
Advisors treat their risk control policies as strict rules, whereas others treat
such policies as general guidelines.
The General Partner monitors and controls the risk of each Partnership's
non-trading instrument, cash, which is the only Partnership investment directed
by the General Partner, rather than the Trading Advisors.
THE GENERAL PARTNER
THE FOLLOWING INFORMATION UPDATES AND SUPPLEMENTS THE INFORMATION UNDER "THE
GENERAL PARTNER--DIRECTORS AND OFFICERS OF THE GENERAL PARTNER" ON PAGES 47-48.
The following individuals have become directors of the General Partner:
Mitchell M. Merin, age 45, is a Director of the General Partner. Mr. Merin
was appointed the chief operating officer of asset management for MSDW in
December 1998 and the President and chief executive officer of Morgan Stanley
Dean Witter Advisors in February 1998. He has been an Executive Vice President
of DWR since 1990, during which time he has been director of DWR's Taxable Fixed
Income and Futures divisions, managing director in Corporate Finance and
corporate treasurer. Mr. Merin received his Bachelor's degree from Trinity
College in Connecticut and his M.B.A. degree in finance and accounting from the
Kellogg Graduate School of Management of Northwestern University in 1977.
Richard A. Beech, age 47, is a Director of the General Partner. Mr. Beech
has been associated with the futures industry for over 23 years. He has been at
DWR since August 1984, where he is presently Senior Vice President and head of
Branch Futures. Mr. Beech began his career at the Chicago Mercantile Exchange,
where he became the Chief Agricultural Economist doing market analysis,
marketing and compliance. Prior to joining DWR, Mr. Beech also had worked at two
investment banking firms in operations, research, managed futures and sales
management.
Ray Harris, age 42, is a Director of the General Partner. Mr. Harris is
currently Senior Vice President, Planning and Administration for Morgan Stanley
Dean Witter Asset Management and has worked at DWR or its affiliates since July
1982, serving in both financial and administrative capacities. From August 1994
to January 1999, he worked in two separate DWR affiliates, Discover Financial
Services and Novus Financial Corp., culminating as Senior Vice President. Mr.
Harris received his B.A. degree from Boston College and his M.B.A. in finance
from the University of Chicago.
S-20
<PAGE>
THE TRADING ADVISORS
MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P.
THE FOLLOWING INFORMATION UPDATES THE INFORMATION RELATING TO ASSETS UNDER
MANAGEMENT BY EACH TRADING ADVISOR TO SPECTRUM SELECT UNDER "THE TRADING
ADVISORS--DEAN WITTER SPECTRUM SELECT L.P." ON PAGES 50, 52, AND 55.
As of February 28, 1999, EMC was managing approximately $73 million of
client assets pursuant to its Classic Program and approximately $82 million in
all of its programs (notional funds included); Rabar was managing approximately
$226 million of client assets pursuant to its trading program (notional funds
included); and Sunrise was managing approximately $69 million of client assets
pursuant to its CIMCO portfolio and approximately $528 million of client assets
in all of its programs (notional funds included).
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
THE FOLLOWING INFORMATION UPDATES THE INFORMATION RELATING TO ASSETS UNDER
MANAGEMENT BY EACH TRADING ADVISOR TO SPECTRUM TECHNICAL UNDER "THE TRADING
ADVISORS--DEAN WITTER SPECTRUM TECHNICAL L.P." ON PAGES 58, 60, AND 66.
As of February 28, 1999, Campbell was managing approximately $1.2 billion of
client assets pursuant to its Financial, Metal & Energy Large Portfolio and
approximately $1.4 billion pursuant to all of its programs; Chesapeake was
managing approximately $174 million of customer funds pursuant to its
Diversified 2XL Program and approximately $1.02 billion of client assets
pursuant to all of its programs ("notional funds" excluded); and JWH was
managing approximately $403 million of client assets pursuant to its Original
Investment Program, approximately $1.1 billion of client assets pursuant to its
Financial and Metals Portfolio, and approximately $2.2 billion pursuant to all
of its portfolios collectively.
THE FOLLOWING INFORMATION REPLACES THE FIRST FULL PARAGRAPH RELATING TO
CHESAPEAKE ON PAGE 60.
The investment programs currently offered by Chesapeake are the "Diversified
Program," the "Diversified 2XL Program," and the "Diversified 3XL Program" (the
"Trading Programs"). The Diversified 2XL Program, which Chesapeake trades 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 generally traded on an upleveraged basis equal to
approximately two times the leverage typically applied to a fully-funded
Diversified Program account (although at times a different level may be used and
the Partnership's returns may vary significantly from a 2:1 relationship from
the returns of Diversified Program accounts). Ultimately, the appropriate
leverage to be employed by the Partnership in its trading, as determined at the
sole discretion of Chesapeake, will be determined by the performance factors
associated with the Partnership and the Partnership only, regardless of the
intended performance relationship of the Partnership to other accounts trading
in other programs that may utilize more or less leverage. 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, the various
past and present Trading Programs differ and have differed in their emphasis on
certain markets or market sectors and the exclusion of others and/or their use
of leverage. The following overview is not intended as a detailed and exhaustive
review of the trading methodology or programs, or systems employed by
Chesapeake, as their exact nature is proprietary and confidential.
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THE FOLLOWING INFORMATION REPLACES THE SIXTH FULL PARAGRAPH RELATING TO
CHESAPEAKE ON PAGE 61.
Programs that exclude or emphasize certain markets will, of course, perform
differently than programs utilizing different markets. In the case of programs
that differ in terms of leverage only (E.G., Diversified Program, Diversified
2XL Program and Diversified 3XL Program), Chesapeake generally attempts to
manage accounts in such programs such that the gross returns (before fees),
positive or negative, are a multiple of each other based on the leverage
differential (E.G., the Diversified 3XL Program returns, positive or negative,
are generally intended to be approximately triple those of the Diversified
Program on an annual or year to date basis, while the Diversified 2XL Program
returns, positive or negative, are generally intended to be approximately double
those of the Diversified Program, on an annual or year to date basis). However,
many factors can, sometimes significantly, impact account performance and these
performance relationships, including but not limited to differences in the
timing of additions and withdrawals and the resulting adjustment trades, varying
fills, changes in position size to reduce risk during losing periods by
Chesapeake that impact an account in one program but not other account(s) in
other programs that use proportionately higher or lower leverage, differences in
brokerage commissions, and other factors. Accordingly, every program will
underperform or overperform the anticipated multiple or fraction of a
differently leveraged program.
THE FOLLOWING UPDATES AND SUPPLEMENTS THE INFORMATION RELATING TO
JWH-REGISTERED TRADEMARK- LEGAL CONCERNS ON PAGE 68.
In November 1998, the New York Supreme Court dismissed the complaint, and
gave plaintiffs leave to replead, which plaintiffs failed to do against JWH.
Accordingly, the complaint was dismissed with prejudice as against JWH. In the
California actions, JWH was dismissed as a defendant without prejudice pursuant
to a tolling agreement with plaintiffs that was executed in January, 1999.
MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.
THE FOLLOWING INFORMATION UPDATES THE INFORMATION RELATING TO ASSETS UNDER
MANAGEMENT BY BLENHEIM AND WILLOWBRIDGE, TRADING ADVISORS TO SPECTRUM STRATEGIC,
UNDER "THE TRADING ADVISORS--DEAN WITTER SPECTRUM STRATEGIC L.P." ON PAGES 69
AND 76.
As of February 28, 1999, Blenheim was managing approximately $30 million of
client assets pursuant to the trading strategies described in the Prospectus
("notional funds" excluded), while Willowbridge was managing approximately $389
million of client assets pursuant to its XLIM Trading Approach and approximately
$764 million of client assets pursuant to its other programs ("notional funds"
excluded).
SPECTRUM STRATEGIC TERMINATED STONEBROOK AS A TRADING ADVISOR ON MARCH 4,
1999. ALLIED IRISH CAPITAL MANAGEMENT, LTD. WILL BECOME A TRADING ADVISOR TO
SPECTRUM STRATEGIC EFFECTIVE MAY 1, 1999. THEREFORE, THE INFORMATION RELATING TO
STONEBROOK ON PAGES 71-74 IS NO LONGER RELEVANT AND IS REPLACED WITH THE
FOLLOWING INFORMATION REGARDING AICM.
2. ALLIED IRISH CAPITAL MANAGEMENT, LTD.
Allied Irish Capital Management, Ltd. is an Irish corporation registered
with the CFTC as a CTA since January 1994 and is a member of the NFA in that
capacity. AICM's business office is located at 85 Pembroke Road, Ballsbridge,
Dublin 4. AICM is not affiliated with the General Partner, DWR, or any other
Trading Advisor for the Partnerships.
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As a CTA, AICM specializes in trading interest rate, currency and equity
index futures contracts as well as foreign exchange on the interbank cash
market. The primary focus of AICM's futures trading is on the U.S., European and
Japanese futures exchanges with some participation in other markets. Foreign
exchange trading covers the major currencies.
The principals of AICM are as follows:
Michael Buckley became a Director and principal of AICM in August 1997. He
had previously been a Director of AICM from September 1993 to August 1994. He
joined Allied Irish Banks Plc. in February 1991 as Head of Investment Banking of
AIB Group (Ireland's largest banking and financial services group). In January
1994 he became Group General Manager of AIB Capital Markets. He is a Director of
the AIB Group and is responsible for AIB's investment banking, international
treasury and corporate lending businesses. Mr. Buckley was formerly Managing
Director of NCB Group Stockbrokers, a securities brokerage firm, until February
1991 when he joined AIB; and prior to that he had a career in the public service
in Ireland and for the European Community.
Colm Doherty became a Director of AICM in January 1994. He joined AIB Group
in September 1989 and in January 1994 he became Head of Investment Banking in
the Capital Markets Division. He is responsible for AIB's funds management,
corporate finance, venture capital, stockbroking, and for its activities
conducted through Dublin's International Financial Services Centre, in the areas
of tax-efficient cross border investment, agency treasury management and the
provision of a range of sophisticated back office services to international
clients. Mr. Doherty formerly worked with First Chicago, a commercial bank, from
July 1984 as Vice President and General Manager and prior to that he had a
career in Industrial Credit Corporation as a senior lending executive.
Tony Gannon is a Director of AICM and is an associated person. He became
registered as an associated person of AICM in January 1994. He graduated from
University College, Dublin with a Bachelor of Commerce degree in 1987 and during
1987-1988 obtained a first class honors Master of Business Studies (Finance)
degree. He joined Gandon Securities Ltd., a securities house, in July 1988, and
traded and researched firstly short-term interest rates and then international
bonds. He was an associated person with Gandon Fund Management Ltd., a trading
advisor wholly-owned by Gandon Securities Ltd., from July 1991 to September
1993. From November 1991 he traded client funds by combining strict money
management and risk management skills with a pattern recognition trading style.
Mr. Gannon was the sole trader for the Gandon Fund Management Breakout Program
from June 1992 to September 1993. He left Gandon Securities and Gandon Fund
Management in September 1993 and joined AICM that month. Mr. Gannon was a
founding member of AICM and traded a portion of the worldwide Financial Futures
Program using a discretionary trend following approach up to August 1998. He is
now responsible for trading system research and product development within AICM.
Dr. Eileen Fitzpatrick became a Director of AICM in August 1997. She is the
Investment Director of AIB Investment Managers Limited, an investment advisor, a
position she has held since September 1996. She had previously worked as Head of
International Equity Sales in Goodbody Stockbrokers, a securities brokerage firm
(March 1995 to September 1996), and in the same capacity at NCB stockbrokers, a
securities brokerage firm (November 1993 to February 1995). Before that she had
worked with AIB Investment Managers as Head of International Equity Management
from October 1988 to October 1993.
Gerry Grimes is Managing Director of AICM, an associated person of AICM and
a member of the Institute of Bankers. He became registered as an associated
person of AICM in January 1994. For 10 years up to March 1988, Mr. Grimes was
employed by the Central Bank of Ireland in the following investment management
positions: Chief Dealer, Money Market Division; Chief Dealer,
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Management of Official External Reserves; and Chief Forex Dealer. He represented
Ireland on sub-committees of the European Central Bank Governors Committee in
Basle. He has experience in liquidity and interest rate management, investment
of external reserves ($5 billion) and their currency allocation and the
management of the Irish pound in the European Exchange Rate Mechanism. Mr.
Grimes joined Gandon Securities as a trader in March 1988 where he traded a
range of interest rate contracts, and was appointed a Director in October 1990.
He was an associated person with Gandon Fund Management from July 1991 to
September 1993. From mid 1991, he was responsible for the development of Gandon
Fund Management's activities including the marketing and development of managed
futures programs. He left Gandon Securities and Gandon Fund Management in
September 1993 and joined AICM that month. Mr. Grimes was a founding member of
AICM and is now responsible for the overall management, development and control
of AICM's activities.
Chris Johns is Director of Investment Strategy at AICM. He became a Director
of AICM in August 1997. After receiving his B.A. (first class honors) in
Business Studies in 1980 he went on to complete his M.Sc. in economics at Queen
Mary College, University of London. Post-graduate research and teaching at
London and Cambridge Universities was followed by a two-year posting at the
National Institute of Economic and Social Research, producing forecasts and
analysis for the U.K. and world economies. In 1985 Mr. Johns moved to the U.K.
Treasury, working as a member of a team responsible for advising the U.K.
government on all matters relating to monetary and fiscal policy. In 1986 he
joined UBS Phillips & Drew, initially as a U.K. economist, subsequently becoming
head of foreign exchange research and strategy. In 1989 he joined the Investment
Bank of Ireland, an investment bank, beginning a six-year period with Bank of
Ireland group, progressing to Chief Economist. In June 1995 he joined ABN Amro
Hoare Govett, an investment bank, in London as Chief European Strategist.
Ian Kelly became Company Secretary of AICM in August 1997. He is a member of
the Institute of Chartered Accountants of Ireland. He is a full-time employee of
AICM and is responsible for financial control, compliance and the back-office
operations of the company. He joined AICM in August 1997. Prior to joining AICM,
he worked from July 1994 to August 1997 in Financial Control in AIB Capital
Markets Plc., an investment bank, and before that he worked with Coopers &
Lybrand, an accountancy firm, from 1987 to June 1994.
Maeliosa O'hOgartaigh became a Director of AICM in August 1997. Mr.
O'hOgartaigh is a member of the Institute of Chartered Accountants Ireland and
is currently Financial Controller of AIB Capital Markets Plc., a position he has
held since March 1995. He became a principal of AICM in May 1995 when he was
appointed Company Secretary to AICM, a position now held by Mr. Ian Kelly. Prior
to joining AIB in November 1989, Mr. O'hOgartaigh worked with Arthur Andersen &
Co., an accountancy firm.
John Parsons became a Director of AICM in January 1995. He graduated from
Queen's University, Belfast with a B.Sc. in Computer Science and Statistics in
1986, and went on to obtain a Master of Business Administration degree from
Cardiff University, in 1987. Before joining AICM, Mr. Parsons worked for SBC
Warburg in London as a proprietary trader in the Fixed Interest & Treasury
Division. Prior to that, he worked with the Bank of Ireland Group from January
1989 to March 1993, initially as a Portfolio Manager with the Bank's fund
management group and ultimately as Head of European Government Bonds with the
Bank's Treasury operation. Mr. Parsons trades a portion of the worldwide
Financial Futures Program and he is the sole trader of the Equity Program
offered by AICM.
Neil Ramsey became a Director of AICM in November 1997. He is Chairman and
Chief Executive Officer of Ramsey Quantitative Systems Inc., an investment
adviser based in Kentucky, where
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he is responsible for the leadership of quantitative strategies development and
directing the investments of all outside client capital allocated to the
company. He is also the founder and President of Ramsey Financial Inc. ("RFI"),
a Kentucky corporation which is registered with the CFTC as a commodity pool
operator, commodity trading advisor and introducing broker, and is a member of
the NFA. RFI is engaged in the management of proprietary and client investment
capital through the allocation of funds to independent money managers as well as
managing a portion of the funds on a discretionary basis. Prior to joining RFI
he was a consultant with Boston Consulting Group where he worked with domestic
and foreign multinationals in developing corporate strategies.
Michael Swift joined AICM in August 1998 and is a Director of AICM. In 1984
he graduated from University College, Galway, with a Bachelor of Commerce degree
and joined the Bank of Ireland Group in July 1984 where he worked in a number of
investment positions until July 1998. From June 1997 to July 1998 he held the
position of Head of Foreign Exchange and Euro Interest Rate Trading. Between
September 1994 and May 1997 he was Treasurer in the Bank's New York office,
where he was responsible for trading foreign exchange and US interest rate
markets. Prior to this he was Head of the Bank's Irish pound interest rate
trading desk from May 1993. Mr. Swift trades a portion of the Worldwide
Financial Futures Program.
David Tease is a Director of AICM and an associated person. He became
registered as an associated person of AICM in January 1994. In 1975 he obtained
a masters degree in agricultural economics from Queen's University, Belfast.
Initially, Mr. Tease worked as an Economist with the Northern Ireland Department
of Agriculture and then joined the Agricultural Credit Corporation (now known as
ACC Bank) a semi-state financial institution. He became Treasury Manager there
in 1984. In September 1985, Mr. Tease obtained a Master of Business
Administration degree from University College, Dublin. From October 1986, he was
employed by Citicorp Investment Bank, Dublin and was Vice President in charge of
trading Irish pound, UK pound and US dollar government bonds. In June 1988 he
was appointed Director of International Bond Trading with Bank of Ireland Group
Treasury where he was in control of the international bond desk trading a range
of international interest rate markets. In April 1989, he joined Gandon
Securities as Executive Director involved with securities trading. Subsequently,
Mr. Tease was made responsible for trading in international fixed interest rate
markets and strategic positioning in short-term interest rates and currencies.
He acted as an associated person with Gandon Fund Management from July 1991 to
September 1993. He was responsible for a team of interest rate traders and
during his last two years he was the major trader in Gandon Fund Management's
Global Financial program. He left Gandon Securities and Gandon Fund Management
in September 1993 and joined AICM that month. Mr. Tease was a founding member of
AICM and trades a portion of the Worldwide Financial Futures Program.
AICM and its principals may, from time to time, trade futures interests
contracts for their own proprietary accounts.
AICM'S TRADING STRATEGIES
AICM offers three trading programs, but will only trade the Worldwide
Financial Futures Program for Spectrum Strategic. Trading for Spectrum Strategic
will be at four times the leverage AICM normally applies for the Worldwide
Financial Futures Program. The two other trading programs offered by AICM are:
(i) Foreign Exchange Program, and (ii) Equity Index Program.
The Worldwide Financial Futures Program is designed to provide returns using
a multi-trader trading approach on a broad range of financial instruments. The
capital is sub-allocated to a range of traders whose trading styles are
described below. The allocation of capital to the individual traders may be
altered at the discretion of AICM. A discretionary approach is applied to all
trading
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within the program. Diversification is enhanced because no overall house view is
imposed on the traders in the program, and this independence of operation is
viewed as a key strength. There are three separate traders in this program.
Over several years Mr. Tease has established a knowledge of the main
industrial economies and their financial markets. This has been achieved by a
process of studying these economies through an ongoing review of relevant
research and by building up a substantial network of contacts with market
economists and opinion formers. Against this background understanding of the
main economies, Mr. Tease looks for trading opportunities which fit with his
fundamental view of where interest rates should be headed versus their current
levels. The full range of interest rate and bond futures are utilized. At times
the trading opportunity may be best expressed in terms of intermarket spreads or
yield curve adjustments. Account is taken of market technicals, especially
momentum as expressed in stochastic analysis, for the timing of trade execution,
while resistance and support levels as defined by congestion patterns help with
appropriate entry and exit points. Mr. Tease prefers to establish trades that
prevail over a 1-3 week time-frame, but this can depend on market conditions.
Trades that produce a substantial proportion of the expected return in a short
time are usually exited.
Mr. Parsons' approach to trading markets is based on a fundamental analysis
of economic, fiscal and monetary developments in the world's major economies.
The majority of his trading activity is European-based. He believes that the key
to successful trading in Europe is a clear understanding of German monetary
developments and he therefore makes regular visits to the Deutsche Bundesbank to
formulate his own view on German monetary policy. He uses his views on
short-term interest rates, together with an analysis of debt ownership, debt
issuance, fiscal and exchange rate policy to formulate a view. Having compiled a
set of expectations, Mr. Parsons then looks for significant levels of divergence
relative to the market's expectations as a signal to enter a particular
position. His trades tend to be evenly distributed between directional trades,
curve trades and cross-market trades. He uses technical analysis to help
identify trends and trend changes as well as to seek to improve entry and exit
levels. Mr. Parsons sets profit/loss parameters for each trade on entry and
adopts a two week view to positioning in normal market conditions.
Mr. Swift's approach to trading is primarily fundamental in focus but uses
technical analysis to assist in the critical aspects of trade timing and
objective and stop setting. Mr. Swift combines a mixture of short and long-term
trading. Momentum and sentiment indicators are utilized to assist in short-term
trading while fundamental economic and political analysis are used as the basis
for longer term trading. Mr. Swift has extensive experience in trading both
short-term and long-term interest rates and currency markets. He has developed
strong risk management practices through his career and these are utilized in
his trading.
The futures contracts currently traded in the Worldwide Financial Futures
Program include U.S., European and Asian interest rate, currency and stock index
contracts. For most contracts, options may also be used from time to time.
Options may be either bought or sold in this program.
It should be noted that in relation to currency futures on both the Chicago
Mercantile Exchange and the financial derivatives division of the New York
Cotton Exchange, AICM may convert spot transactions to futures contracts using
the EFP mechanism.
The Foreign Exchange Program specializes in trading the inter-bank foreign
exchange market. A fundamental assessment of market information is the main
factor underlying the trading approach. To this end an assessment of the
fundamental economic policy forces at work in different countries is first made.
This is related to socio-political factors in play. A judgment is then made on
how much of the economic and political influences are priced in following a
review of international capital flows. In this regard consultation is made with
a network of experts in the
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world's currency markets. Finally the price levels are examined in detail to
determine appropriate trade parameters.
The objective of the Equity Index Program is to achieve value added of 10%
and to maintain a Sharpe ratio of greater than one. This low-risk approach is
designed to minimize correlations with major global equity returns. The
underlying investment approach is broadly similar to that taken in AICM's other
two programs in that the main inputs are an analysis of macroeconomic and global
political trends. For the Equity Index Program additional analysis is conducted
in terms of an extended equity valuation framework. That framework involves a
number of distinct steps.
RISK MANAGEMENT
The management of risk positions takes place at two levels within the
programs--at the overall program level by the trading controller and at the
position taking level where each trader uses his individual money management
skills.
Given that the programs involve a multi-trader approach, a program
controller role is adopted. Mr. Grimes is the trading controller for all three
programs. This role involves the following: assessing the performance and risk
of the programs from an overall level as distinct from a trader level;
monitoring the traders' adherence to the risk parameters for each program as set
out below; allocating equity between the individual traders of a program;
ensuring that the programs' overall objectives and those of individual traders
are compatible; controlling the operations of the order desk and ensuring the
positions are agreed between traders, order desk, back office and counterparty;
and liaising with clients and conveying their views, wishes and concerns to the
trading team.
To control the levels of exposure a daily end-of-day position report
including contract open positions, margin utilized by contract and margin
utilized by trader is produced for the Worldwide Financial Futures and Equity
Index Programs. The report for the Foreign Exchange Program looks at positions
in equivalent U.S. dollar amount versus underlying U.S. dollar equity invested.
For the Worldwide Financial Futures and Equity Index Programs, margin to
equity is used to control position size while in the Foreign Exchange Program a
gearing of equity is used to limit position size. Given the nature of the
programs offered--the production of good returns with acceptable drawdowns--and
the experience of the trading team, a limit of 6% margin to equity is normally
applied for the Worldwide Financial Futures and Equity Index Programs and a
gearing of 3 times equity for the Foreign Exchange Program.
PAST PERFORMANCE OF AICM
The past performance information for the various programs traded by AICM is
set forth below. AICM will trade the Net Assets of Spectrum Strategic allocated
to it pursuant to its Worldwide Financial Futures Program at four times the
leverage normally employed by that program. Capsule A-1 is a pro forma of an
account from Capsule A, adjusted for the increased leverage (four times) to be
employed by AICM for Spectrum Strategic, and also adjusted for the brokerage,
management, and incentive fees to be applied to Spectrum Strategic. Performance
history is also shown for the other programs managed by AICM. The footnotes
following Capsule C are an integral part of each Capsule.
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 AICM 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 Spectrum
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Strategic. In addition, AICM will be trading the Net Assets allocated to it at
four times the leverage it normally applies to the World Financial Futures
Program, which will significantly increase volatility as well as profits and
losses. Spectrum Strategic cannot assure investors that AICM or the Partnership
will make any profit 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.
CAPSULE A
ALLIED IRISH CAPITAL MANAGEMENT, LTD.
WORLDWIDE FINANCIAL FUTURES PROGRAM
Name of CTA: Allied Irish Capital Management, Ltd.
Name of program: Worldwide Financial Futures Program
Inception of trading by CTA: November 1993
Inception of trading in program: November 1993
Number of open accounts: 59
Aggregate assets overall: $1,397,600,000
Aggregate assets in program: $1,066,600,000
Largest monthly drawdown*: (2.11)%--(5/94)
Worst peak-to-valley drawdown: (2.11)%--(5/94)
1999 year-to-date return (2 months): 1.01%
1998 annual return: 5.06%
1997 annual return: 8.86%
1996 annual return: 12.39%
1995 annual return: 12.57%
1994 annual return: 3.47%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
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CAPSULE A-1
ALLIED IRISH CAPITAL MANAGEMENT, LTD.
PRO FORMA OF AN ACCOUNT FROM CAPSULE A
WORLDWIDE FINANCIAL FUTURES PROGRAM
Largest monthly drawdown: (5.74)% - (11/98)
Worst peak-to-valley drawdown: (8.47)% - (10/98-1/99)
1999 year-to-date return (2 months): 0.96%
1998 annual return: (0.93)%
1997 annual return: 15.05%
1996 annual return: 32.42%
1995 annual return: 23.35%
1994 annual return (2 months): (0.53)%
FOOTNOTES TO AICM CAPSULE A-1 PRO FORMA PERFORMANCE SUMMARY
Capsule A-1 above reflects pro forma rates of return, which are the result
of the General Partner and AICM making certain pro forma adjustments to the
actual past performance record of a client account managed pursuant to the
Worldwide Financial Futures Program, the trading program to be employed for
Spectrum Strategic by AICM. The pro forma adjustments are an attempt to reflect
Spectrum Stragegic's current brokerage, management and incentive fees, and
historical interest income, and the degree of leverage (four times) to be
applied for the portion of Spectrum Stragegic's Net Assets traded by AICM, as
opposed to the actual fees, expenses and interest income and leverage applicable
to the account.
Capsule A-1 must be read in conjunction with the description of AICM and its
trading programs above. Futhermore, prospective investors must be aware that pro
forma rates of return have certain inherent limitations: (A) pro forma
adjustments are only an approximate means of modifying historical records to
reflect certain aspects of the economic terms of a commodity pool, constitute no
more than mathematical adjustments to actual performance numbers, and give no
effect whatsoever to such factors as possible changes in trading approach that
might have resulted from the different fee structure, interest income, leverage,
and other factors applicable to Spectrum Stragegic as compared to AICM's actual
trading; and (B) there are different means by which the pro forma adjustments
could have been made.
While the General Partner believes that the information set forth in Capsule
A-1 is relevant to evaluating an investment in Spectrum Strategic, no
representation is or could be made that the capsule presents what the
performance results of the portion of Specturn Strategic's Net Assets traded by
AICM would have been in the past or are likely to be in the future. Past results
are not a guarantee of future results.
HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF
WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL
OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE
ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND
THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE
GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL
TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN
COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL
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TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A
PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH
CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER
FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY
SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION
OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL
TRADING RESULTS.
CAPSULE B
ALLIED IRISH CAPITAL MANAGEMENT, LTD.
FOREIGN EXCHANGE PROGRAM
Name of CTA: Allied Irish Capital Management, Ltd.
Name of program: Foreign Exchange Program
Inception of trading by CTA: November 1993
Inception of trading in program: January 1994
Number of open accounts:14
Aggregate assets overall: $1,397,600,000
Aggregate assets in program: $327,000,000
Largest monthly drawdown: (2.16)%--(3/94)
Worst peak-to-valley drawdown: (6.93)%--(1/94-8/94)
1999 year-to-date return (2 months): 1.11%
1998 annual return: 5.16%
1997 annual return: 14.72%
1996 annual return: 9.72%
1995 annual return: 8.76%
1994 annual return: (3.80)%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
S-30
<PAGE>
CAPSULE C
ALLIED IRISH CAPITAL MANAGEMENT, LTD. EQUITY INDEX PROGRAM
Name of CTA: Allied Irish Capital Management, Ltd.
Name of program: Equity Index Program
Inception of trading by CTA: November 1993
Inception of trading in program: March 1994
Number of open accounts: 2
Aggregate assets overall: $1,397,600,000
Aggregate assets in program: $4,000,000
Largest monthly drawdown: (2.84)%--(7/97)
Worst peak-to-valley drawdown: (3.82)%--(6/97-7/97)
1999 year-to-date return (2 months): 0.23%
1998 annual return: 10.12%
1997 annual return: 6.42%
1996 annual return: 8.25%
1995 annual return: 3.37%
1994 annual return (10 months): 0.20%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
FOOTNOTES TO AICM CAPSULES A, B AND C PERFORMANCE SUMMARIES
"Inception of trading by CTA" is the date on which AICM began trading client
accounts.
"Inception of trading in program" is the date on which AICM began trading
client accounts pursuant to the program shown.
"Number of open accounts" is the number of accounts directed by AICM
pursuant to the program shown as of February 28, 1999.
"Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of AICM as of February 28, 1999
and includes notional equity. Notional equity represents the additional amount
of equity that exceeds the amount of equity actually committed to AICM for
management.
"Aggregate assets in program" is the aggregate amount of assets in the
program specified as of February 28, 1999 and includes notional equity.
"Largest monthly drawdown" is the largest loss experienced by a single
account in the program in any calendar month during the most recent five
calendar years and year-to-date expressed as a percentage of the total equity in
the account and includes the month and year of such drawdown.
"Worst peak-to-valley drawdown" is the largest calendar month to calendar
month loss experienced by a single account in the program during the most recent
five calendar years and year-to-date expressed as a percentage of total equity
in the account and includes the months and years in which it occurred. For
example, a worst peak-to-valley drawdown in an account of "(10)%-(1/95-8/95)"
means that the peak-to-valley drawdown was 10% and lasted from January 1995 to
August 1995.
"Annual and year-to-date return" is computed on a compounded monthly basis
assuming reinvestment of accrued profits. Rate of Return is computed by
reference to total equity in the
S-31
<PAGE>
program. These numbers represent the composite performance of all accounts in
the program, not the performance of any specific account.
MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
THE FOLLOWING INFORMATION UPDATES THE INFORMATION RELATING TO ASSETS UNDER
MANAGEMENT BY RXR UNDER "THE TRADING ADVISORS--DEAN WITTER SPECTRUM GLOBAL
BALANCED L.P." ON PAGE 79.
As of February 28, 1999, RXR was managing approximately $289 million of
client assets pursuant to its Balanced Portfolio Program, and approximately $296
million pursuant to all of its programs ("notional funds" excluded).
S-32
<PAGE>
POTENTIAL ADVANTAGES
THE FOLLOWING TABLE UPDATES AND REPLACES THE TABLE UNDER "POTENTIAL
ADVANTAGES--ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME" ON PAGE 104. THE
NOTES ON PAGES 104-105 ARE AN INTEGRAL PART OF THE FOLLOWING TABLE.
ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME
<TABLE>
<CAPTION>
U.S. TREASURY PUBLIC
BONDS (LEHMAN U.S. CORPORATE MANAGED
BROTHERS BONDS INT'L STOCKS MANAGED FUTURES FUNDS
STOCKS TREASURY (SALOMON CORP. (MSCI EAFE FUTURES (BARCLAY (MAR PUBLIC
(S&P 500) BOND INDEX) BOND INDEX) INDEX) CTA INDEX) FUND INDEX)
------------- ----------------- ----------------- ------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
% % % % % %
1981............. (5.0) 1.1 (1.2) (1.0) 23.9 N/A
1982............. 21.6 41.1 42.5 (0.9) 16.7 N/A
1983............. 22.5 1.8 6.3 24.6 23.8 N/A
1984............. 6.2 14.7 16.8 7.9 8.7 1.4
1985............. 31.7 32.0 30.1 56.7 25.5 21.9
1986............. 18.6 24.2 19.9 70.0 3.8 (14.4)
1987............. 5.2 (2.7) (0.2) 24.9 57.3 43.1
1988............. 16.5 9.1 10.7 28.6 21.8 7.3
1989............. 31.6 18.9 16.2 10.8 1.8 4.7
1990............. (3.1) 4.6 6.8 (23.2) 21.0 14.2
1991............. 30.4 17.9 19.9 12.5 3.7 10.0
1992............. 7.6 7.8 9.4 (11.8) (0.9) (1.4)
1993............. 10.1 16.4 13.2 32.9 10.4 10.7
1994............. 1.3 (6.9) (5.8) 8.1 (0.7) (7.7)
1995............. 37.5 30.7 27.2 11.5 13.7 13.9
1996............. 23.0 (0.4) 1.3 6.4 9.1 9.8
1997............. 33.4 14.9 11.6 2.1 10.9 7.6
1998............. 28.6 13.5 12.5 20.3 7.0 (0.3)
1999*............ 0.9 (4.1) (2.8) (2.6) 1.5 7.9
</TABLE>
- ------------------------
* 1999 returns are as of February 28, 1999.
S-33
<PAGE>
THE FOLLOWING CHART UPDATES AND REPLACES THE CHART UNDER "POTENTIAL
ADVANTAGES--MANAGED FUTURES VS. STOCKS" ON PAGE 106.
The following chart was prepared by the General Partner to illustrate the
performance of managed futures against that of stocks from January 1982 through
February 1999, using the recognized market indices of each asset. The Notes on
page 107 are an integral part of the following chart.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MANAGED FUTURES VS. STOCKS
<S> <C> <C> <C> <C> <C>
12-Month Holding Period erformance
S&P 500 Index BARCLAY'S CTA INDEX
(STOCKS) (MANAGED FUTURES)
Dec-81 -4.93% 23.90%
Jan-82 -2.05% 19.68%
Feb-82 -9.17% 22.38%
Mar-82 -13.10% 36.81%
Apr-82 -7.44% 34.16%
May-82 -10.76% 33.64%
Jun-82 -11.57% 22.58%
Jul-82 -13.25% 14.52%
Aug-82 3.33% 15.91%
Sep-82 9.96% 30.14%
Oct-82 16.32% 29.02%
Nov-82 16.21% 14.97%
Dec-82 21.45% 16.68%
Jan-83 27.61% 35.84%
Feb-83 38.28% 19.89%
Mar-83 44.12% 13.97%
Apr-83 48.81% 13.88%
May-83 52.66% 21.23%
Jun-83 61.03% 3.85%
Jul-83 59.06% 17.83%
Aug-83 43.89% 23.21%
Sep-83 44.04% 12.85%
Oct-83 27.76% 18.58%
Nov-83 25.43% 19.50%
Dec-83 22.47% 23.75%
Jan-84 17.39% 6.22%
Feb-84 10.74% 15.67%
Mar-84 8.71% 15.59%
Apr-84 1.66% 13.59%
May-84 -3.16% 7.70%
Jun-84 -4.84% 6.16%
Jul-84 -3.08% 24.90%
Aug-84 5.99% 5.36%
Sep-84 4.63% 9.35%
Oct-84 6.22% 2.87%
Nov-84 2.89% 4.15%
Dec-84 6.10% 8.74%
Jan-85 15.06% 9.78%
Feb-85 20.67% 16.02%
Mar-85 18.65% 12.57%
Apr-85 17.48% 13.21%
May-85 31.66% 10.18%
Jun-85 31.02% 16.27%
Jul-85 32.48% 9.21%
Aug-85 18.28% 16.78%
Sep-85 14.61% 3.67%
Oct-85 19.40% 15.37%
Nov-85 29.06% 24.49%
Dec-85 31.83% 25.50%
Jan-86 22.90% 24.64%
Feb-86 30.55% 35.92%
Mar-86 37.73% 45.10%
Apr-86 36.35% 38.81%
May-86 35.70% 31.60%
Jun-86 35.84% 36.26%
Jul-86 28.36% 23.46%
Aug-86 39.11% 31.90%
Sep-86 31.64% 34.95%
Oct-86 33.15% 21.01%
Nov-86 27.55% 13.05%
Dec-86 18.54% 3.82%
Jan-87 33.88% 12.63%
Feb-87 29.39% -0.72%
Mar-87 26.08% -2.84%
Apr-87 26.34% 26.48%
May-87 20.94% 29.26%
Jun-87 24.86% 26.93%
Jul-87 39.02% 28.75%
Aug-87 34.23% 20.42%
Sep-87 43.16% 28.42%
Oct-87 6.22% 34.78%
Nov-87 -4.78% 49.66%
Dec-87 5.20% 57.27%
Jan-88 -3.33% 39.63%
Feb-88 -2.77% 39.76%
Mar-88 -8.35% 30.57%
Apr-88 -6.41% 2.74%
May-88 -6.59% 13.99%
Jun-88 -6.95% 50.09%
Jul-88 -11.73% 31.52%
Aug-88 -17.94% 34.50%
Sep-88 -12.49% 34.61%
Oct-88 14.71% 36.00%
Nov-88 22.96% 28.51%
Dec-88 16.33% 21.76%
Jan-89 19.79% 25.93%
Feb-89 11.65% 20.71%
Mar-89 17.87% 29.56%
Apr-89 22.64% 31.52%
May-89 26.54% 35.10%
Jun-89 20.37% 7.40%
Jul-89 31.72% 15.00%
Aug-89 39.10% 7.71%
Sep-89 32.83% 3.61%
Oct-89 26.12% -3.91%
Nov-89 30.61% -4.21%
Dec-89 31.37% 1.80%
Jan-90 14.25% 1.86%
Feb-90 18.59% 6.36%
Mar-90 18.94% 5.71%
Apr-90 10.24% 13.34%
May-90 16.29% -4.29%
Jun-90 16.18% -4.34%
Jul-90 6.27% 2.83%
Aug-90 -5.11% 16.50%
Sep-90 -9.30% 23.49%
Oct-90 -7.44% 32.87%
Nov-90 -3.44% 29.27%
Dec-90 -3.07% 21.02%
Jan-91 8.45% 13.35%
Feb-91 14.78% 11.53%
Mar-91 14.56% 12.89%
Apr-91 17.73% 5.95%
May-91 11.92% 10.30%
Jun-91 7.53% 11.85%
Jul-91 12.92% 2.34%
Aug-91 26.95% -5.91%
Sep-91 31.09% -5.97%
Oct-91 33.32% -7.88%
Nov-91 20.28% -7.21%
Dec-91 30.34% 3.73%
Jan-92 22.61% 4.13%
Feb-92 15.96% 2.26%
Mar-92 10.99% -3.71%
Apr-92 13.97% -2.64%
May-92 9.81% -1.77%
Jun-92 13.26% -0.07%
Jul-92 12.61% 7.86%
Aug-92 7.77% 12.50%
Sep-92 10.94% 7.76%
Oct-92 9.96% 8.96%
Nov-92 18.44% 9.97%
Dec-92 7.71% -0.91%
Jan-93 10.55% 1.91%
Feb-93 10.66% 10.36%
Mar-93 15.18% 11.84%
Apr-93 9.25% 16.34%
May-93 11.65% 17.93%
Jun-93 13.69% 14.02%
Jul-93 8.78% 13.36%
Aug-93 15.34% 7.37%
Sep-93 13.06% 8.20%
Oct-93 14.97% 7.37%
Nov-93 10.07% 6.26%
Dec-93 9.97% 10.37%
Jan-94 12.80% 8.69%
Feb-94 8.23% 1.57%
Mar-94 1.45% 4.16%
Apr-94 5.29% -0.86%
May-94 4.26% 1.27%
Jun-94 1.46% 2.79%
Jul-94 5.22% -1.92%
Aug-94 5.53% -1.92%
Sep-94 3.72% 0.59%
Oct-94 3.82% 1.25%
Nov-94 1.09% 2.80%
Dec-94 1.39% -0.65%
Jan-95 0.61% 0.90%
Feb-95 7.44% 5.85%
Mar-95 15.63% 10.41%
Apr-95 17.46% 13.71%
May-95 20.24% 11.20%
Jun-95 26.03% 7.09%
Jul-95 26.03% 6.88%
Aug-95 21.42% 12.88%
Sep-95 29.76% 10.86%
Oct-95 26.47% 10.74%
Nov-95 36.97% 10.05%
Dec-95 37.51% 13.64%
Jan-96 38.58% 18.77%
Feb-96 34.71% 9.38%
Mar-96 32.10% 3.39%
Apr-96 30.17% 8.28%
May-96 28.42% 5.62%
Jun-96 26.03% 6.63%
Jul-96 16.53% 6.19%
Aug-96 18.74% 2.92%
Sep-96 20.33% 5.35%
Oct-96 24.07% 11.17%
Nov-96 27.88% 13.84%
Dec-96 22.98% 9.12%
Jan-97 26.19% 10.42%
Feb-97 26.07% 20.00%
Mar-97 19.70% 18.59%
Apr-97 25.01% 10.37%
May-97 29.40% 12.94%
Jun-97 34.68% 13.43%
Jul-97 52.15% 21.88%
Aug-97 40.68% 17.97%
Sep-97 40.55% 16.58%
Oct-97 32.21% 8.74%
Nov-97 28.64% 6.59%
Dec-97 33.50% 10.89%
Jan-98 27.09% 7.40%
Feb-98 35.15% 2.73%
Mar-98 48.12% 3.90%
Apr-98 41.13% 1.77%
May-98 30.76% 2.26%
Jun-98 30.26% 2.54%
Jul-98 19.28% -3.21%
Aug-98 8.04% 6.76%
Sep-98 8.97% 9.05%
Oct-98 21.85% 10.04%
Nov-98 23.60% 7.29%
Dec 98 28.58% 7.01%
Jan 99 32.52% 4.87%
Feb 99 19.79% 9.03%
DATA: DECEMBER 1981 - FEBRUARY 1999
(See accompanying Notes on page 107 of the Prospectus)
</TABLE>
S-34
<PAGE>
THE FOLLOWING CHART UPDATES AND REPLACES THE CHART UNDER "POTENTIAL
ADVANTAGES--IMPROVED PORTFOLIO EFFICIENCY ON PAGE 107.
The following chart was prepared by the General Partner to illustrate the
risk/return characteristics of a portfolio consisting of different combinations
of domestic stocks, corporate bonds, international equitios and/or managed
futures, based on the performance of recognized market indices of each asset
over the period January 1981--February 28, 1999. The Notes on page 108 are an
integral part of the following chart.
IMPROVED PORTFOLIO EFFICIENCY
JANUARY 1981 THROUGH FEBRUARY 1999
STOCKS/BONDS/INTERNATIONAL EQUITIES/MANAGED FUTURES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
STANDARD DEVIIATION AVERAGE MONTHLY ROR
<S> <C> <C>
100% Stocks (S&P 500 INDEX) 4.2955% 1.3947%
100% Bonds (Salomon Corp. Bond Index) 2.6774% 1.0073%
100% InternationalStocks (MSCI EAFE INDEX) 5.0799% 1.1741%
100% Managed Futures (Barclay CTA Index) 5.0860% 1.1864%
50% Stocks/50% Bonds 2.9469% 1.2010%
50% Stocks/30% Bonds/10%Int'l Eqs./10% Mgd. Futures 2.8981% 1.2356%
Standard Deviation of Monthly Returns
</TABLE>
EXPERTS
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "EXPERTS" ON PAGE
111.
The financial statements of Dean Witter Spectrum Global Balanced L.P., Dean
Witter Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., and Dean
Witter Spectrum Select L.P. as of December 31, 1998 and 1997, and for the years
ended December 31, 1998, 1997 and 1996, and the statements of financial
condition of the General Partner as of November 30, 1998 and 1997 included in
this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein, and have been so included
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing. Deloitte & Touche LLP also acts as independent
auditors for DWR.
S-35
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Limited Partners and the General Partner of
Dean Witter Spectrum Global Balanced L.P.,
Dean Witter Spectrum Select 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 Global Balanced L.P., Dean Witter Spectrum Select L.P., Dean
Witter Spectrum Strategic L.P. and Dean Witter Spectrum Technical L.P.
(collectively, the "Partnerships") as of December 31, 1998 and 1997 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, 1998. 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 Global Balanced L.P.,
Dean Witter Spectrum Select L.P., Dean Witter Spectrum Strategic L.P., and Dean
Witter Spectrum Technical L.P. at December 31, 1998 and 1997 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
February 15, 1999
(March 4, 1999 as to Note 6)
New York, New York
S-36
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1998 1997
------------- -------------
$ $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash 43,020,361 24,954,956
Net unrealized gain on open contracts 1,967,187 681,559
Net option premiums -- (458,150)
------------- -------------
Total Trading Equity 44,987,548 25,178,365
Subscriptions receivable 1,163,097 625,710
Interest receivable (DWR) 167,141 118,949
------------- -------------
Total Assets 46,317,786 25,923,024
------------- -------------
------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 169,841 99,762
Redemptions payable 118,190 114,576
Incentive fees payable 69,730 --
Accrued management fee 46,153 25,450
------------- -------------
Total Liabilities 403,914 239,788
------------- -------------
PARTNERS' CAPITAL
Limited Partners (2,836,946.985 and 1,849,054.344 Units, respectively) 45,399,750 25,418,875
General Partner (32,126.520 and 19,230.497 Units, respectively) 514,122 264,361
------------- -------------
Total Partners' Capital 45,913,872 25,683,236
------------- -------------
Total Liabilities and Partners' Capital 46,317,786 25,923,024
------------- -------------
------------- -------------
NET ASSET VALUE PER UNIT 16.00 13.75
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-37
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1998 1997
-------------- --------------
$ $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash 187,619,419 158,178,925
Net unrealized gain on open contracts 8,435,054 9,627,161
-------------- --------------
Total Trading Equity 196,054,473 167,806,086
Subscriptions receivable 6,021,707 --
Interest receivable (DWR) 591,858 638,204
Due from DWR -- 1,097,517
-------------- --------------
Total Assets 202,668,038 169,541,807
-------------- --------------
-------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 1,164,344 --
Redemptions payable 939,381 2,272,314
Accrued management fees 481,797 423,673
Accrued administrative expenses -- 72,499
-------------- --------------
Total Liabilities 2,585,522 2,768,486
-------------- --------------
PARTNERS' CAPITAL
Limited Partners (8,274,690.051 and 7,867,474.900 Units, respectively) 196,915,644 163,999,307
General Partner (133,076.700 Units) 3,166,872 2,774,014
-------------- --------------
Total Partners' Capital 200,082,516 166,773,321
-------------- --------------
Total Liabilities and Partners' Capital 202,668,038 169,541,807
-------------- --------------
-------------- --------------
NET ASSET VALUE PER UNIT 23.80 20.85
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-38
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1998 1997
------------- -------------
$ $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash 63,919,054 57,104,003
Net unrealized gain on open contracts 5,299,335 2,527,613
Net option premiums 225,646 322,123
------------- -------------
Total Trading Equity 69,444,035 59,953,739
Subscriptions receivable 1,796,051 833,259
Interest receivable (DWR) 205,247 223,045
------------- -------------
Total Assets 71,445,333 61,010,043
------------- -------------
------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 405,606 360,041
Redemptions payable 398,976 1,366,164
Accrued management fees 218,976 188,257
------------- -------------
Total Liabilities 1,023,558 1,914,462
------------- -------------
PARTNERS' CAPITAL
Limited Partners (6,031,262.407 and 5,460,628.572 Units, respectively) 69,671,636 58,482,349
General Partner (64,937.294 and 57,258.883 Units, respectively) 750,139 613,232
------------- -------------
Total Partners' Capital 70,421,775 59,095,581
------------- -------------
Total Liabilities and Partners' Capital 71,445,333 61,010,043
------------- -------------
------------- -------------
NET ASSET VALUE PER UNIT 11.55 10.71
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-39
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1998 1997
-------------- --------------
$ $
<S> <C> <C>
ASSETS
Equity in futures interests trading accounts:
Cash 235,044,325 168,849,922
Net unrealized gain on open contracts 18,909,268 12,296,712
-------------- --------------
Total Trading Equity 253,953,593 181,146,634
Subscriptions receivable 4,002,633 2,965,621
Interest receivable (DWR) 717,685 657,562
-------------- --------------
Total Assets 258,673,911 184,769,817
-------------- --------------
-------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 1,439,151 1,097,194
Redemptions payable 1,339,311 1,009,230
Accrued management fees 794,015 573,696
Incentive fees payable -- 139,190
-------------- --------------
Total Liabilities 3,572,477 2,819,310
-------------- --------------
PARTNERS' CAPITAL
Limited Partners (15,660,041.764 and 12,308,185.227 Units, respectively) 252,455,045 180,099,271
General Partner (164,158.204 and 126,515.511 Units, respectively) 2,646,389 1,851,236
-------------- --------------
Total Partners' Capital 255,101,434 181,950,507
-------------- --------------
Total Liabilities and Partners' Capital 258,673,911 184,769,817
-------------- --------------
-------------- --------------
NET ASSET VALUE PER UNIT 16.12 14.63
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-40
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------
<S> <C> <C> <C>
1998 1997 1996
----------- ----------- -----------
<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 5,113,920 3,683,460 177,564
Net change in unrealized 1,285,628 464,966 (175,835)
----------- ----------- -----------
Total Trading Results 6,399,548 4,148,426 1,729
Interest income (DWR) 1,642,542 1,145,033 891,897
----------- ----------- -----------
Total Revenues 8,042,090 5,293,459 893,626
----------- ----------- -----------
EXPENSES
Brokerage fees (DWR) 1,591,467 1,124,531 1,030,310
Incentive fees 449,775 300,250 --
Management fees 422,960 269,162 221,282
----------- ----------- -----------
Total Expenses 2,464,202 1,693,943 1,251,592
----------- ----------- -----------
NET INCOME (LOSS) 5,577,888 3,599,516 (357,966)
----------- ----------- -----------
----------- ----------- -----------
Net Income (Loss) Allocation:
Limited Partners 5,518,127 3,561,537 (354,537)
General Partner 59,761 37,979 (3,429)
Net Income (Loss) per Unit:
Limited Partners 2.25 2.12 (.44)
General Partner 2.25 2.12 (.44)
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-41
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------------
1998 1997 1996
---------- ---------- -----------
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 36,087,729 15,940,851 26,876,393
Net change in unrealized (1,192,107) 3,149,167 (10,950,217)
---------- ---------- -----------
Total Trading Results 34,895,622 19,090,018 15,926,176
Interest income (DWR) 6,883,110 7,405,511 6,120,347
---------- ---------- -----------
Total Revenues 41,778,732 26,495,529 22,046,523
---------- ---------- -----------
EXPENSES
Brokerage fees (DWR) 11,360,166 9,777,851 10,641,478
Management fees 5,202,158 5,239,533 4,583,197
Incentive fees 1,832,021 49,989 175,796
Transaction fees and costs 625,327 1,370,439 1,104,011
Administrative expenses 64,000 114,000 128,000
---------- ---------- -----------
Total Expenses 19,083,672 16,551,812 16,632,482
---------- ---------- -----------
NET INCOME 22,695,060 9,943,717 5,414,041
---------- ---------- -----------
---------- ---------- -----------
Net Income Allocation:
Limited Partners 22,302,202 9,781,168 5,283,411
General Partner 392,858 162,549 130,630
Net Income per Unit:
Limited Partners 2.95 1.22 .98
General Partner 2.95 1.22 .98
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-42
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------------------
<S> <C> <C> <C>
1998 1997 1996
------------- ------------ ------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 7,945,575 1,297,824 4,980,402
Net change in unrealized 2,771,722 2,387,258 (1,679,048)
------------- ------------ ------------
Total Trading Results 10,717,297 3,685,082 3,301,354
Interest income (DWR) 2,379,478 2,304,248 1,604,026
------------- ------------ ------------
Total Revenues 13,096,775 5,989,330 4,905,380
------------- ------------ ------------
EXPENSES
Brokerage fees (DWR) 4,402,540 4,414,327 3,398,205
Management fees 2,342,447 2,212,788 1,587,213
Incentive fees 1,336,693 427,094 726,825
------------- ------------ ------------
Total Expenses 8,081,680 7,054,209 5,712,243
------------- ------------ ------------
NET INCOME (LOSS) 5,015,095 (1,064,879) (806,863)
------------- ------------ ------------
------------- ------------ ------------
Net Income (Loss) Allocation:
Limited Partners 4,958,188 (1,054,657) (799,980)
General Partner 56,907 (10,222) (6,883)
Net Income (Loss) per Unit:
Limited Partners .84 0.04 (.39)
General Partner .84 0.04 (.39)
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-43
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------
<S> <C> <C> <C>
1998 1997 1996
------------- ------------- -------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 35,224,194 13,777,460 26,334,748
Net change in unrealized 6,612,556 9,762,823 (1,552,659)
------------- ------------- -------------
Total Trading Results 41,836,750 23,540,283 24,782,089
Interest income (DWR) 8,103,423 5,987,304 3,242,977
------------- ------------- -------------
Total Revenues 49,940,173 29,527,587 28,025,066
------------- ------------- -------------
EXPENSES
Brokerage fees (DWR) 15,543,787 11,617,770 6,997,531
Management fees 8,403,764 5,832,758 3,273,649
Incentive fees 3,191,252 369,975 1,852,569
------------- ------------- -------------
Total Expenses 27,138,803 17,820,503 12,123,749
------------- ------------- -------------
NET INCOME 22,801,370 11,707,084 15,901,317
------------- ------------- -------------
------------- ------------- -------------
Net Income Allocation:
Limited Partners 22,571,217 11,589,197 15,737,852
General Partner 230,153 117,887 163,465
Net Income per Unit:
Limited Partners 1.49 1.02 2.11
General Partner 1.49 1.02 2.11
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-44
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
--------------- ------------ ---------- ------------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM GLOBAL
BALANCED L.P.
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
Offering of Units 1,205,176.553 17,447,965 190,000 17,637,965
Net Income -- 5,518,127 59,761 5,577,888
Redemptions (204,387.889) (2,985,217) -- (2,985,217)
--------------- ------------ ---------- ------------
Partners' Capital, December 31,
1998 2,869,073.505 45,399,750 514,122 45,913,872
--------------- ------------ ---------- ------------
--------------- ------------ ---------- ------------
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
--------------- ------------ ---------- ------------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM SELECT L.P.
Partners' Capital, December 31,
1995 9,464,913.400 173,965,425 2,480,835 176,446,260
Offering of Units 514,057.500 10,251,712 -- 10,251,712
Net Income -- 5,283,411 130,630 5,414,041
Redemptions (1,632,643.200) (28,325,728) -- (28,325,728)
--------------- ------------ ---------- ------------
Partners' Capital, December 31,
1996 8,346,327.700 161,174,820 2,611,465 163,786,285
Offering of Units 573,746.700 12,056,614 -- 12,056,614
Net Income -- 9,781,168 162,549 9,943,717
Redemptions (919,522.800) (19,013,295) -- (19,013,295)
--------------- ------------ ---------- ------------
Partners' Capital, December 31,
1997 8,000,551.600 163,999,307 2,774,014 166,773,321
Offering of Units 1,310,353.729 30,297,590 -- 30,297,590
Net Income -- 22,302,202 392,858 22,695,060
Redemptions (903,138.578) (19,683,455) -- (19,683,455)
--------------- ------------ ---------- ------------
Partners' Capital, December 31,
1998 8,407,766.751 196,915,644 3,166,872 200,082,516
--------------- ------------ ---------- ------------
--------------- ------------ ---------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-45
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL--(CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
--------------- ----------- --------- -----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM STRATEGIC L.P.
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
Offering of Units 1,610,245.841 16,662,471 80,000 16,742,471
Net Income -- 4,958,188 56,907 5,015,095
Redemptions (1,031,933.595) (10,431,372) -- (10,431,372)
--------------- ----------- --------- -----------
Partners' Capital, December 31, 1998 6,096,199.701 69,671,636 750,139 70,421,775
--------------- ----------- --------- -----------
--------------- ----------- --------- -----------
</TABLE>
<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, 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
Offering of Units 4,731,996.876 69,886,681 565,000 70,451,681
Net Income -- 22,571,217 230,153 22,801,370
Redemptions (1,342,497.646) (20,102,124) -- (20,102,124)
------------------ -------------- --------- --------------
Partners' Capital, December 31, 1998 15,824,199.968 252,455,045 2,646,389 255,101,434
------------------ -------------- --------- --------------
------------------ -------------- --------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-46
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------------
<S> <C> <C> <C>
1998 1997 1996
--------------- --------------- ---------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 5,577,888 3,599,516 (357,966)
Noncash item included in net income (loss):
Net change in unrealized trading profit (1,285,628) (464,966) 175,835
(Increase) decrease in operating assets:
Net option premiums (458,150) 458,150 --
Interest receivable (DWR) (48,192) (33,466) (24,354)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 70,079 7,615 25,474
Incentive fees payable 69,730 -- (49,873)
Accrued management fees 20,703 4,507 7,053
--------------- --------------- ---------------
Net cash provided by (used for) operating activities 3,946,430 3,571,356 (223,831)
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 17,637,965 6,527,261 7,259,621
(Increase) decrease in subscriptions receivable (537,387) (434,141) 869,488
Increase (decrease) in redemptions payable 3,614 (686,849) 762,679
Redemptions of Units (2,985,217) (3,149,796) (2,949,900)
--------------- --------------- ---------------
Net cash provided by financing activities 14,118,975 2,256,475 5,941,888
--------------- --------------- ---------------
Net increase in cash 18,065,405 5,827,831 5,718,057
Balance at beginning of period 24,954,956 19,127,125 13,409,068
--------------- --------------- ---------------
Balance at end of period 43,020,361 24,954,956 19,127,125
--------------- --------------- ---------------
--------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-47
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------------
<S> <C> <C> <C>
1998 1997 1996
--------------- --------------- ---------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 22,695,060 9,943,717 5,414,041
Noncash item included in net income:
Net change in unrealized trading profit 1,192,107 (3,149,167) 10,950,217
(Increase) decrease in operating assets:
Net option premiums -- 18,205 (1,185)
Interest receivable (DWR) 46,346 (105,144) 59,297
Due from DWR 1,097,517 (688,191) (236,577)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 1,164,344 (491,315) (173,003)
Accrued management fees 58,124 19,815 (42,247)
Accrued administrative expenses (72,499) (50,844) (40,924)
Incentive fees payable -- (348,459) 348,459
Accrued transaction fees and costs -- (64,595) (6,097)
--------------- --------------- ---------------
Net cash provided by operating activities 26,180,999 5,084,022 16,271,981
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 30,297,590 12,056,614 10,251,712
(Increase) decrease in subscriptions receivable (6,021,707) 5,365,420 (5,365,420)
Increase (decrease) in redemptions payable (1,332,933) (97,843) 818,800
Redemptions of Units (19,683,455) (19,013,295) (28,325,728)
--------------- --------------- ---------------
Net cash provided by (used for) financing activities 3,259,495 (1,689,104) (22,620,636)
--------------- --------------- ---------------
Net increase (decrease) in cash 29,440,494 3,394,918 (6,348,655)
Balance at beginning of period 158,178,925 154,784,007 161,132,662
--------------- --------------- ---------------
Balance at end of period 187,619,419 158,178,925 154,784,007
--------------- --------------- ---------------
--------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-48
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------------------------
<S> <C> <C> <C>
1998 1997 1996
-------------- ------------- -------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 5,015,095 (1,064,879) (806,863)
Noncash item included in net income (loss):
Net change in unrealized trading profit (2,771,722) (2,387,258) 1,679,048
(Increase) decrease in operating assets:
Net option premiums 96,477 (367,448) 25,452
Interest receivable (DWR) 17,798 (59,402) (55,568)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 45,565 36,599 110,617
Accrued management fee 30,719 31,436 59,530
Incentive fees payable -- -- (198,924)
-------------- ------------- -------------
Net cash provided by (used for) operating activities 2,433,932 (3,810,952) 813,292
-------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 16,742,471 22,527,135 18,630,024
(Increase) decrease in subscriptions receivable (962,792) (168) 714,659
Increase (decrease) in redemptions payable (967,188) (124,372) 1,413,226
Redemptions of Units (10,431,372) (7,485,552) (5,167,216)
-------------- ------------- -------------
Net cash provided by financing activities 4,381,119 14,917,043 15,590,693
-------------- ------------- -------------
Net increase in cash 6,815,051 11,106,091 16,403,985
Balance at beginning of period 57,104,003 45,997,912 29,593,927
-------------- ------------- -------------
Balance at end of period 63,919,054 57,104,003 45,997,912
-------------- ------------- -------------
-------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-49
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------------------
<S> <C> <C> <C>
1998 1997 1996
-------------- -------------- --------------
<CAPTION>
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 22,801,370 11,707,084 15,901,317
Noncash item included in net income:
Net change in unrealized trading profit (6,612,556) (9,762,823) 1,552,659
(Increase) decrease in operating assets:
Interest receivable (DWR) (60,123) (275,721) (189,153)
Net option premiums -- 328,955 (328,955)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 341,957 320,941 388,414
Accrued management fees 220,319 197,331 199,067
Incentive fees payable (139,190) 139,190 --
-------------- -------------- --------------
Net cash provided by operating activities 16,551,777 2,654,957 17,523,349
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 70,451,681 69,682,458 44,442,998
(Increase) decrease in subscriptions receivable (1,037,012) 2,151,502 (2,025,927)
Increase (decrease) in redemptions payable 330,081 325,421 499,483
Redemptions of Units (20,102,124) (12,424,664) (6,685,065)
-------------- -------------- --------------
Net cash provided by financing activities 49,642,626 59,734,717 36,231,489
-------------- -------------- --------------
Net increase in cash 66,194,403 62,389,674 53,754,838
Balance at beginning of period 168,849,922 106,460,248 52,705,410
-------------- -------------- --------------
Balance at end of period 235,044,325 168,849,922 106,460,248
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
S-50
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--Dean Witter Spectrum Global Balanced L.P. (formerly known as Dean
Witter Spectrum Balanced L.P.) ("Spectrum Global Balanced"), Dean Witter
Spectrum Select L.P. (formerly known as Dean Witter Select Futures Fund L.P.)
("Spectrum Select"), 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 (collectively, "futures
interests"). The general partner for each Partnership is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is Dean Witter
Reynolds, Inc. ("DWR"), and an unaffiliated clearing commodity broker, Carr
Futures Inc. ("Carr"), provides clearing and execution services. Both Demeter
and DWR are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.
("MSDW").
Spectrum Select became one of the Spectrum Series of funds effective June 1,
1998, and each outstanding unit of Dean Witter Select Futures Fund L.P. was
converted into 100 units of Spectrum Select. "Per Unit" amounts for periods
prior to June 1, 1998 have been restated to reflect the conversion.
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. ("MSDWD"). Effective February 19, 1998,
MSDWD changed its corporate name to Morgan Stanley Dean Witter & Co.
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by the General Partner and the
Limited Partners based upon their proportional ownership interests.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION--Futures interests are open commitments until settlement
date. They are valued at market and the resulting unrealized gains and losses
are reflected in income. Monthly, DWR pays each Partnership interest income
based upon 80% of its average daily "Net Assets" (as defined in the limited
partnership agreements) for the month in the case of Spectrum Select, Spectrum
Strategic and Spectrum Technical and 100% in the case of Spectrum Global
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 futures interests, but not actually received.
NET INCOME (LOSS) PER UNIT--Net income (loss) per Unit is computed using the
weighted average number of units outstanding during the period.
EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS--The Partnerships' asset "Equity in
futures interests trading accounts" 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
S-51
<PAGE>
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 Global 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. From September 1, 1996 to July 31, 1997, 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. From August 1, 1997, to May 31, 1998 brokerage fees were
further reduced to 49/120 of 1% of the Net Assets (a 4.9% annual rate) as of the
first day of the month. Effective June 1, 1998, brokerage fees were reduced to 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 each month.
Prior to June 1, 1998, brokerage commissions Spectrum Select were accrued on a
half-turn basis at 80% of DWR's published non-member rates and transaction fees
and costs were accrued on a half-turn basis.
From January 1, 1996 to August 31, 1996, brokerage commissions chargeable to the
Partnership were capped at 3/4 of 1% per month (a 9% maximum annual rate) of the
Partnership's month-end Net Assets. Transaction fees and costs exclusive of
"give up" fees were capped at 1/12 of 1% per month (a 1% maximum annual rate) of
month-end Net Assets.
From September 1, 1996 through May 31, 1998 brokerage commissions and
transaction fees and costs were capped at 13/20 of 1% per month (a 7.8% maximum
annual rate) of the Partnership's month-end Net Assets.
Effective June 1, 1998 brokerage fees of the Partnership are charged at a flat
monthly rate of 1/12 of 7.25% (a 7.25% annual rate) of Net Assets 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.
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. From September 1, 1996 to
July 31, 1997, 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. From
August 1, 1997 to May 31, 1998, 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.
Effective June 1, 1998, brokerage fees for Spectrum Strategic and Spectrum
Technical were reduced to a flat-rate monthly fee of 1/12 of 7.25% (a 7.25%
annual rate) of the Net Assets as of the first day of each month.
Such fees cover all brokerage fees, 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 the Partnerships (effective
June 1, 1998 for Spectrum Select with its change to a flat rate brokerage fee).
Prior to June 1, 1998, Spectrum Select was charged 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. Demeter was responsible for
operating expenses in excess of the cap.
S-52
<PAGE>
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 becomes a Limited
Partner, upon five business days advance notice by redemption form to Demeter.
Thereafter, 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. Redemptions must
be made in whole Units, in a minimum amount of 50 Units, unless a Limited
Partner is redeeming his entire interest in a Partnership.
EXCHANGES--On the last day of the first month which occurs more than six months
after a person first becomes a Limited Partner in any of the Partnerships, and
the end of each month thereafter, Limited Partners may exchange their investment
among the Partnerships (subject to certain restrictions outlined in the Limited
Partnership Agreement) without paying additional charges.
DISSOLUTION OF THE PARTNERSHIP--Spectrum Global Balanced, Spectrum Strategic and
Spectrum Technical will terminate on December 31, 2035 and Spectrum Select will
terminate on December 31, 2025 regardless of their 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 fees to DWR as described in Note 1. Each
Partnership's cash is on deposit with DWR and Carr in futures interests trading
accounts to meet margin requirements as needed. DWR pays interest on these funds
as described in Note 1.
3. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The trading
advisors for each Partnership are as follows:
Dean Witter Spectrum Global Balanced L.P.
RXR, Inc.
Dean Witter Spectrum Select L.P.
EMC Capital Management, Inc.
Rabar Market Research, Inc.
Sunrise Capital Management, Inc.
S-53
<PAGE>
Dean Witter Spectrum Strategic L.P.
Blenheim Investments, Inc.
Stonebrook Capital Management, Inc.
Willowbridge Associates Inc.
Effective April 30, 1998, A. Gary Shilling & Co., Inc ("Shilling") was
terminated as an advisor to the Partnership. The assets of the Partnership
previously allocated to Shilling were allocated to Stonebrook Capital Management
Inc., ("Stonebrook"), effective June 1, 1998.
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
Global Balanced.
The management fee is accrued at the rate of 1/4 of 1% per month of the Net
Assets allocated to each trading advisor on the first day of each month (a 3%
annual rate) for Spectrum Select. Prior to June 1, 1998, the management fee was
accrued at the rate of 1/4 of 1% of the Partnership's adjusted Net Assets, as
defined in the Limited Partnership Agreement, as of the last day of each month
(a 3% annual rate.)
The management fee is accrued at the rate of 1/12 of 4% of the Net Assets
allocated to each of Blenheim and Willowbridge on the first day of each month,
and 1/12 of 3% of the Net Assets allocated to Stonebrook on the first day of
each month for Spectrum Strategic (annual rates of 4% and 3%, respectively).
Prior to June 1, 1998, the management fee was 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).
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 Technical.
INCENTIVE FEE--Spectrum Global Balanced, Spectrum Select and Spectrum Strategic
each will pay a monthly incentive fee equal to 15% of the "Trading Profits" as
defined in the Limited Partnership Agreement, experienced with respect to each
trading advisor's allocated Net Assets as of the end of each calendar month.
Prior to June 1, 1998, Spectrum Select paid a quarterly incentive fee to each
trading advisor equal to 17.5% of the "Trading Profits" as defined.
Spectrum Technical will pay a monthly incentive fee equal to 15% of the "Trading
Profits" experienced with respect to the Net Assets allocated to Campbell and
JWH and 19% of the "Trading Profits" experienced with respect to the Net Assets
allocated to Chesapeake as of the end of each calendar month. Prior to June 1,
1998, Spectrum Technical paid an incentive fee equal to 15% of "Trading Profits"
to all trading advisors.
For all Partnerships when trading losses are incurred, no incentive fee will be
paid in subsequent months until all such losses are recovered. Cumulative
trading losses are adjusted on a pro-rata basis for the net amount of each
months subscriptions and redemptions.
S-54
<PAGE>
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.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" effective for fiscal years beginning after
June 15, 1999. The Partnership has elected to adopt the provisions of SFAS No.
133 for the fiscal year ended December 31, 1998. SFAS No. 133 supersedes SFAS
No. 119 and No. 105, which required the disclosure of average aggregate fair
values and contract/notional values, respectively, of derivative financial
instruments for an entity which carriers its assets at fair value. The
application of SFAS No. 133 does not have a significant effect on the
Partnership's financial statements.
At December 31, 1997, open contracts were:
<TABLE>
<CAPTION>
SPECTRUM GLOBAL BALANCED
-------------------------
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>
<TABLE>
<CAPTION>
SPECTRUM SELECT
-------------------------
CONTRACT OR NOTIONAL
AMOUNT
-------------------------
<S> <C>
$
EXCHANGE-TRADED CONTRACTS:
Finacial 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>
S-55
<PAGE>
<TABLE>
<CAPTION>
CONTRACT OR NOTIONAL
AMOUNT
-------------------------
SPECTRUM STRATEGIC
-------------------------
<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>
<TABLE>
<CAPTION>
CONTRACT OR NOTIONAL
AMOUNT
-------------------------
SPECTRUM TECHNICAL
-------------------------
<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-exchange-traded 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
futures interests trading accounts" on the Statements of Financial Condition and
totaled at December 31, 1998 and 1997, respectively, $1,967,187 and $681,559 for
Spectrum Global Balanced, $8,435,054 and $9,627,161 for Spectrum Select,
5,299,335 and $2,527,613 for Spectrum Strategic, $18,909,268 and $12,296,712 for
Spectrum Technical.
For Spectrum Global Balanced, of the $1,967,187 net unrealized gain on open
contracts at December 31, 1998, $2,044,752 related to exchange-traded futures
contracts and $(77,565) related to off-exchange-traded forward currency
contracts. 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.
S-56
<PAGE>
For Spectrum Select, of the $8,435,054 net unrealized gain on open contracts at
December 31, 1998, $8,982,276 related to exchange-traded futures contracts and
$(547,222) related to off-exchange-traded forward currency contracts. 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.
For Spectrum Strategic, of the $5,299,335 net unrealized gain on open contracts
at December 31, 1998, all related to exchange-traded futures and contracts. Of
the $2,527,613 net unrealized gain on open contracts at December 31, 1997, all
related to exchange-traded futures contracts.
For Spectrum Technical, of the $18,909,268 net unrealized gain on open contracts
at December 31, 1998, $19,606,697 was related to exchange-traded futures
contracts and $(697,429) related to off-exchange-traded forward currency
contracts. 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.
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 the instruments in which the Partnership is involved is limited to the
amounts reflected in the Partnerships' Statements of Financial Condition.
Exchange-traded contracts and off-exchange-traded forward currency contracts
held by the Partnerships at December 1998 and 1997 mature as follows:
<TABLE>
<CAPTION>
1998 1997
------------------ ------------------
<S> <C> <C>
SPECTRUM GLOBAL BALANCED
Exchange-Traded Contracts March 1999 March 1998
Off-Exchange-Traded Forward Currency Contracts March 1999 March 1998
SPECTRUM SELECT
Exchange-Traded Contracts December 1999 December 1998
Off-Exchange-Traded Forward Currency Contracts March 1999 March 1998
SPECTRUM STRATEGIC
Exchange-Traded Contracts March 2000 December 1998
Off-Exchange-Traded Forward Currency Contracts -- January 1998
SPECTRUM TECHNICAL
Exchange-Traded Contracts December 1999 December 1998
Off-Exchange-Traded Forward Currency Contracts March 1999 March 1998
</TABLE>
The Partnerships also have credit risk because either DWR or Carr act as the
futures commission merchants or the counterparties, with respect to most of the
Partnerships' assets. Exchange-traded futures and futures styled options
contracts are marked to market on a daily basis, with variations in value
settled on a daily basis. Each of DWR and Carr, as a futures commission merchant
for each Partnership's exchange-traded futures and futures styled options
contracts, are required, pursuant to regulations of the Commodity Futures
Trading Commission, to segregate from their own assets and for the sole benefit
of their commodity customers, all funds held by them with respect to
exchange-traded futures and futures styled options contracts, including an
amount equal to the net unrealized gain on all open futures and futures styled
options contracts, which funds, in the aggregate, totaled at December 31, 1998
and December 31, 1997 respectively, $45,065,113 and $25,612,869 for Spectrum
Global Balanced, $196,601,695 and $168,693,769 for Spectrum Select, $69,218,389
and $59,631,616 for Spectrum Strategic, and $254,651,022 and $180,827,678 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
S-57
<PAGE>
amount equal to the net unrealized gain on open forward contracts be segregated.
With respect to those off-exchange-traded forward currency contracts, the
Partnerships are at risk to the ability of Carr, the sole counterparty on all of
such contracts, to perform. Carr's parent, Credit Agricole Indosuez, has
guaranteed to the Partnerships payment of the net liquidating value of the
transactions in the Partnerships' account with Carr (including foreign 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>
SPECTRUM GLOBAL 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>
<TABLE>
<CAPTION>
ASSETS LIABILITIES
---------------- --------------
$ $
<S> <C> <C>
SPECTRUM SELECT
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
</TABLE>
<TABLE>
<CAPTION>
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
</TABLE>
S-58
<PAGE>
<TABLE>
<CAPTION>
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
</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., 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 these 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 New York Supreme Court dismissed the New York action in November
1998, but granted plaintiffs leave to file an amended complaint, which they did
in early December 1998. The defendants have filed a motion to dismiss the
amended complaint with prejudice on February 1, 1999. The complaints seek
unspecified amounts of compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that, in the course of
these actions, other parties, 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 Spectrum Select or any of the Dean Witter Parties.
6. SUBSEQUENT EVENTS
On March 4, 1999, Stonebrook was removed as a Trading Advisor to Spectrum
Strategic. The assets previously allocated to Stonebrook will not be traded
until a new Trading Advisor is selected. These assets will continue to earn
interest on 100% of the assets but will not accrue any brokerage, incentive or
management fees.
S-59
<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
& Co.)(the "Company") as of November 30, 1998 and 1997. These statements of
financial condition are the responsibility of the Company's management. Our
responsibility is to express an opinion on these statements of financial
condition based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of financial condition is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of financial condition.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
financial condition presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of Demeter Management Corporation as
of November 30, 1998 and 1997 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
January 11, 1999
New York, New York
S-60
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO. ("MSDW"))
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
NOVEMBER 30,
--------------------------------
<S> <C> <C>
1998 1997
--------------- ---------------
ASSETS $ $
Investments in affiliated partnerships (Note 2) 16,959,248 22,016,069
Income taxes receivable 708,505 429,885
Receivable from affiliated partnerships 25,716 968
--------------- ---------------
Total Assets 17,693,469 22,446,922
--------------- ---------------
--------------- ---------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Payable to MSDW (Note 3) 11,648,971 17,995,100
Accrued expenses 62,198 34,072
--------------- ---------------
Total Liabilities 11,711,169 18,029,172
--------------- ---------------
STOCKHOLDER'S EQUITY
Common stock, no par value:
Authorized 1,000 shares; Issued and outstanding 100 shares at stated value
of $500 per share 50,000 50,000
Additional paid-in capital 111,170,000 111,170,000
Retained earnings 5,832,300 4,267,750
--------------- ---------------
117,052,300 115,487,750
Less: Notes receivable from MSDW (Note 4) (111,070,000) (111,070,000)
--------------- ---------------
Total Stockholder's Equity 5,982,300 4,417,750
--------------- ---------------
Total Liabilities and Stockholder's Equity 17,693,469 22,446,922
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements of financial
condition.
S-61
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & 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 & Co. ("MSDW").
On May 31, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") was merged with
and into Dean Witter, Discover & Co. ("DWD"). At that time DWD changed its
corporate name to Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
Effective February 19, 1998 MSDWD changed its corporate name to Morgan Stanley
Dean Witter & Co. Prior to the merger, DWD's fiscal year ended on December 31.
Subsequent to the merger, MSDW and Demeter adopted a fiscal year end of November
30.
Demeter manages the following commodity pools as their sole general partner:
Dean Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P.
(formerly, Dean Witter Principal Guaranteed Fund L.P.), Dean Witter Principal
Plus Fund L.P., Dean Witter Principal Plus Fund Management L.P., Dean Witter
Portfolio Strategy Fund L.P. (formerly, Dean Witter Principal Secured Futures
Fund L.P.) ("DWPSF"), Dean Witter Global Perspective Portfolio L.P., Dean Witter
World Currency Fund L.P., Dean Witter Institutional Account II L.P. ("DWIA II"),
DWFCM International Access Fund L.P., Dean Witter Anchor Institutional Balanced
Portfolio Account L.P., ("Anchor"), Dean Witter Spectrum Global Balanced L.P.
(formerly, Dean Witter Spectrum Balanced L.P.), Dean Witter Spectrum Strategic
L.P., Dean Witter Spectrum Technical L.P., Dean Witter Spectrum Select L.P.
(formerly, Dean Witter Select Futures Fund L.P., DWR Chesapeake L.P., DWR
Institutional Balanced Portfolio Account III L.P. ("DWIBP III"), DWR/ JWH
Futures Fund L.P., Morgan Stanley Tangible Asset Fund L.P. ("MSTAF"), DWR/Market
Street Futures Fund L.P. ("MKTST"), Morgan Stanley Dean Witter Charter Graham
L.P. ("Charter Graham"), Morgan Stanley Dean Witter Charter Millburn L.P.
("Charter Millburn"), and Morgan Stanley Dean Witter Charter Welton L.P.
("Charter Welton").
Each of the commodity pools is a limited partnership organized to engage in the
speculative trading of commodity futures contracts, forward contracts on foreign
currencies and other commodity interests.
Demeter reopened DWPSF for additional investment and on May 12, 1997, DWPSF
registered with the SEC 50,000 units which were offered to investors in a public
offering.
On July 31, 1997, Demeter entered into a limited partnership agreement as
general partner in MSTAF. On November 4, 1997, MSTAF registered with the SEC
5,000,000 units and began trading on January 2, 1998. Units were made available
to investors in a public offering that ended March 12, 1998 ("Offering Period").
Subsequently, MSTAF, Demeter, the trading advisor and Dean Witter Reynolds
agreed to extend the Offering Period until no later than October 16, 1998
("Extended Offering Period"), and offered to the public unsold units remaining
at the end of the Offering Period..
On September 18, 1997, Demeter ceased trading activities in Anchor and
subsequently distributed its net assets.
S-62
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
In January of 1998, Demeter entered into a limited partnership agreement as
general partner in MKTST, which offers units to investors in a continuing
private offering. MKTST began trading on October 1, 1998.
On April 20, 1998, Dean Witter Spectrum Balanced L.P. changed its name to Dean
Witter Spectrum Global Balanced L.P.
On April 20, 1998, Dean Witter Select Futures Fund L.P. changed its name to Dean
Witter Spectrum Select L.P. ("DWSF"). Effective May 1, 1998 DWSF became part of
the Spectrum family of funds and consequently revised its fee structure,
instituted an exchange provision with other funds in the Spectrum family and is
offered to investors in a continuing public offering.
On April 30, 1998, Demeter ceased trading activities in DWIA II and subsequently
distributed its net assets.
On May 11, 1998 Demeter registered with the SEC 5,000,000 additional units of
Dean Witter Spectrum Technical L.P. and 1,500,000 units of DWSF, both of which
are being offered to investors in a continuing public offering with previously
registered units of Dean Witter Spectrum Strategic L.P. and Dean Witter Spectrum
Global Balanced L.P.
On July 15, 1998, Demeter entered into a limited partnership agreement as
general partner in the Morgan Stanley Dean Witter Charter Series. The three
partnerships that comprise the Charter Series are Morgan Stanley Dean Witter
Charter Graham L.P. ("Charter Graham"), Morgan Stanley Dean Witter Charter
Millburn L.P. ("Charter Millburn") and Morgan Stanley Dean Witter Charter Welton
L.P. ("Charter Welton"). On July 29, 1998, the Charter Series individually
registered with the SEC 3,000,000 units of Charter Graham, 3,000,000 units of
Charter Millburn and 3,000,000 units of Charter Welton to be offered to
investors for a limited time in a public offering.
On September 30, 1998, Demeter ceased trading activities in DWIBP III, and
subsequently distributed its net assets.
INCOME TAXES The results of operations of Demeter are included in the
consolidated federal income tax return of MSDW, computed on a separate company
basis and due to MSDW.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. INVESTMENTS IN AFFILIATED PARTNERSHIPS
The limited partnership agreement of each commodity pool requires Demeter to
maintain a general partnership interest in each partnership, generally in an
amount equal to, but not less than 1 percent of the aggregate capital
contributed to the partnership by all partners.
S-63
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
The total assets, liabilities and partners' capital of all the funds managed by
Demeter at November 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
------------- -------------
$ $
<S> <C> <C>
Total assets.......................................... 1,316,093,947 1,195,307,516
Total liabilities..................................... 21,644,069 19,346,113
Total partners' capital............................... 1,294,449,878 1,175,961,403
</TABLE>
Demeter's investments in the above limited partnerships are carried at market
value with changes in such market value reflected currently in operations.
3. PAYABLE TO MSDW
The payable to MSDW is primarily for amounts due for the purchase of partnership
investments, income tax payments made by MSDW on behalf of Demeter and the
cumulative results of operations.
4. NET WORTH REQUIREMENT
At November 30, 1998 and 1997, Demeter held non-interest bearing notes from MSDW
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 MSDW are included in net worth for
purposes of this calculation.
5. LEGAL MATTERS
On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR, an affiliate of Demeter. Named defendants include
DWR, Demeter, Dean Witter Futures and Currency Management Inc., MSDW (all such
parties referred to hereafter as the "Dean Witter Parties"), certain limited
partnership commodity pools of which Demeter is the general partner, and certain
trading advisors to those pools. On June 16, 1997, the plaintiffs in the above
actions filed a consolidated amended complaint alleging, among other things,
that the defendants committed fraud, deceit, negligent misrepresentation,
various violations of the California Corporations Code, intentional and
negligent breach of fiduciary duty, fraudulent and unfair business practices,
unjust enrichment, and conversion in the sale and operation of the various
limited partnership commodity pools. Similar purported class actions were also
filed on September 18 and 20, 1996 in the Supreme Court of the State of New
York, New York County, and on November 14, 1996 in the Superior Court of the
State of Delaware, New Castle County, against the Dean Witter Parties and
certain trading advisors on behalf of all purchasers of interests in various
limited partnership commodity pools sold by
S-64
<PAGE>
DEMETER MANAGEMENT CORPORATION
(WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
DWR. A consolidated and amended complaint in the action pending in the Supreme
Court of the State of New York was filed on August 13, 1997, alleging that the
defendants committed fraud, breach of fiduciary duty, and negligent
misrepresentation in the sale and operation of the various limited partnership
commodity pools. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without prejudice. The New York Supreme Court dismissed the New York action in
November 1998, but granted plaintiffs leave to file an amended complaint, which
they did in early December 1998. The defendants have filed a motion to dismiss
the amended complaint with prejudice on February 1, 1999. The complaints seek
unspecified amounts of compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that, in the course of
these actions, other parties could be added as defendants. The Dean Witter
Parties believe that they have strong defenses to, and they will vigorously
contest, the actions. 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.
S-65
<PAGE>
MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P.
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.
MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 21, 1999
The Prospectus dated January 21, 1999 is supplemented by a Supplement dated
April , 1999. You should read the Supplement together with the Prospectus.
April , 1999
<PAGE>
DEAN WITTER SPECTRUM SERIES
TOTAL UNITS OF LIMITED PARTNERSHIP INTERESTS OFFERED:
5,442,659.165 UNITS OF DEAN WITTER SPECTRUM SELECT L.P.
14,631,005.941 UNITS OF DEAN WITTER SPECTRUM TECHNICAL L.P.
4,294,984.744 UNITS OF DEAN WITTER SPECTRUM STRATEGIC L.P.
4,501,955.537 UNITS OF DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
THE PARTNERSHIPS
Each Partnership trades futures, options and forwards contracts pursuant to
trading programs employed by the Trading Advisor(s) for each Partnership.
PURCHASE PRICE
You may purchase Units as of the last day of each month. The price you pay will
equal 100% of the Net Asset Value per Unit on the date of purchase. Following
are the offering prices per Unit for each Partnership at November 30, 1998:
<TABLE>
<S> <C>
Spectrum Select..................................... $ 23.52
Spectrum Technical.................................. $ 15.21
Spectrum Strategic.................................. $ 11.24
Spectrum Global Balanced............................ $ 15.80
</TABLE>
REQUIRED MINIMUM INVESTMENT FOR MOST INVESTORS
- $5,000 for first time investors - $2,000 for IRA investors - $500 for
existing investors
Before you invest you will be required to make certain representations and
warranties that you meet applicable State minimum financial suitability
standards. You are encouraged to discuss your investment with your financial,
legal, and tax advisor before you invest.
THE RISKS
THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THIS PROSPECTUS BEFORE YOU DECIDE TO
INVEST. SEE "RISK FACTORS" BEGINNING ON PAGE 7.
- - The performance of each Partnership has been volatile and the Net Asset Value
per Unit for each Partnership may fluctuate significantly.
- - There is no secondary market for Units and you may not redeem your Units until
you have been an investor for at least six months.
- - If you redeem any of your Units within twenty-four months after they are
purchased, you may have to pay a redemption charge.
- - In order for each Partnership to cover its expenses, each Partnership must
earn annual net Trading Profits (after taking into account estimated interest
income based on current rates of 4.25%) of the following percentages of
average annual Net Assets:
<TABLE>
<CAPTION>
WITHOUT A WITH A 2%
REDEMPTION CHARGE REDEMPTION CHARGE
--------------------- ---------------------
<S> <C> <C>
Spectrum Select.............................................. 6.89% 8.93%
Spectrum Technical........................................... 7.82% 9.86%
Spectrum Strategic........................................... 7.83% 9.88%
Spectrum Global Balanced..................................... 1.65% 3.67%
</TABLE>
Neither the Securities and Exchange Commission nor any state securities
commission has approved
or disapproved of these securities or determined if this prospectus is truthful
or complete. Any
representation to the contrary is a criminal offense.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN ANY ONE OF THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
MORGAN STANLEY DEAN WITTER
DEAN WITTER REYNOLDS INC.
January 21, 1999
<PAGE>
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL BEGINNING AT PAGE
15 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 19.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT BEGINNING AT PAGE 7.
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.
(i)
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
---------
<S> <C>
Summary.............................................................................................................. 1
Risk Factors......................................................................................................... 7
Risks Relating to Futures Interests Trading and the Futures Interests Markets...................................... 7
The Partnerships' Futures Interests Trading is Speculative and Volatile.......................................... 7
The Partnerships' Futures Interests Trading Is Highly Leveraged.................................................. 7
The Partnerships' Futures Interests Trading May Be Illiquid...................................................... 7
The Partnerships' Forward Trading is Not Protected by Exchange or Clearinghouse Guarantees or Government
Regulation...................................................................................................... 7
The Partnerships' Trading on Foreign Exchanges Presents Greater Risks than Trading on Domestic Exchanges......... 8
Options Trading Can Be More Volatile than Futures Trading........................................................ 8
The Partnerships Are Subject to Speculative Position Limits...................................................... 8
The Partnerships Could Lose Assets and Have Their Trading Disrupted If the Commodity Brokers or Others Become
Bankrupt........................................................................................................ 8
Risks Relating to the Partnerships and the Offering of Units....................................................... 8
You Should Not Rely on the Past Performance of a Partnership in Deciding to Purchase Units....................... 8
Substantial Charges to Each Partnership.......................................................................... 8
Restricted Investment Liquidity in the Units..................................................................... 9
Conflicts of Interest in Each Partnership's Structure............................................................ 9
Potential Inability to Trade or Report Results Because of Year 2000 Problems..................................... 9
Risks Relating to the Trading Advisors............................................................................. 10
Reliance on the Trading Advisors to Trade Successfully........................................................... 10
Market Factors May Adversely Influence the Trading Programs...................................................... 10
Possible Consequences of Using Multiple Trading Advisors for Spectrum Select, Spectrum Technical and Spectrum
Strategic....................................................................................................... 10
Spectrum Global Balanced Lacks the Diversity of a Multi-Advisor Fund............................................. 10
Increasing Assets Managed by a Trading Advisor May Adversely Affect Performance.................................. 10
Limited Term of Management Agreements May Limit Access to a Trading Advisor...................................... 10
Adverse Consequences of Unequal Apportionment of a Partnership's Assets Among Trading Advisors................... 10
Euro Conversion Will Limit a Trading Advisor's Ability to Trade Certain Individual Currencies and Could Result in
Trading Losses.................................................................................................. 10
Taxation Risks..................................................................................................... 10
Partner's Tax Liability Could Exceed Distributions............................................................... 10
The Partnerships' Tax Returns Could Be Audited................................................................... 10
Conflicts of Interests............................................................................................... 11
Fiduciary Responsibility and Liability............................................................................... 12
Description of Charges............................................................................................... 15
Investment Programs, Use of Proceeds and Trading Policies............................................................ 20
The Spectrum Series.................................................................................................. 25
Selected Financial Data.............................................................................................. 29
Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 31
Capitalization....................................................................................................... 46
The General Partner.................................................................................................. 47
The Trading Advisors................................................................................................. 49
Exchange Privilege................................................................................................... 80
Redemptions.......................................................................................................... 81
The Commodity Brokers................................................................................................ 82
Certain Litigation................................................................................................... 83
The Futures, Options and Forwards Markets............................................................................ 83
The Limited Partnership Agreements................................................................................... 87
Plan of Distribution................................................................................................. 91
Subscription Procedure............................................................................................... 93
Purchases by Employee Benefit Plans--ERISA Considerations............................................................ 95
Material Federal Income Tax Considerations........................................................................... 96
</TABLE>
(ii)
<PAGE>
<TABLE>
<CAPTION>
Page
---------
<S> <C>
State and Local Income Tax Aspects................................................................................... 102
Potential Advantages................................................................................................. 102
Legal Matters........................................................................................................ 110
Experts.............................................................................................................. 111
Additional Information............................................................................................... 111
Glossary............................................................................................................. 111
Financial Statements................................................................................................. F-1
Exhibit A--Form of Amended and Restated Limited Partnership Agreement................................................ A-1
Annex--Request for Redemption...................................................................................... A-22
Exhibit B--Specimen Form of Subscription and Exchange Agreement and Power of Attorney................................ B-1
</TABLE>
(iii)
<PAGE>
SUMMARY
The date of this Prospectus is January 21, 1999.
Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and its exhibits
carefully before you decide to invest.
The Dean Witter Spectrum Series
The Dean Witter Spectrum Series consists of four continuously offered
limited partnerships. Spectrum Select was organized in the State of Delaware on
March 21, 1991. Spectrum Technical, Spectrum Strategic and Spectrum Global
Balanced were each organized in the State of Delaware on April 29, 1994. The
Spectrum Series offers you the choice of investing in managed futures funds with
different investment objectives and Trading Advisors employing varying trading
programs. Each Partnership engages in the speculative trading of futures and
forward contracts, options on futures contracts and on physical commodities,
including foreign currencies, financial instruments, precious and industrial
metals, energy products, and agriculturals (collectively, "futures interests").
The offices of each Partnership are located at Two World Trade Center, 62nd
Floor, New York, New York 10048, telephone (212) 392-8899.
Dean Witter Spectrum Select L.P.
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., Rabar Market Research, Inc., and Sunrise Capital Management,
Inc. Following is a summary of certain statistical information as of November
30, 1998.
<TABLE>
<CAPTION>
Performance Information: Break-Even Information:
<S> <C> <C> <C>
Inception to date return (since 8/1/91) 135.2% Percentage of estimated annual net
Compound annualized return 12.4% trading profits (after interest income)
needed to cover expenses 6.89%
Net Assets Allocated to: 26% Percentage of estimated annual net
EMC 44% trading profits (after interest income)
Rabar 30% needed to cover expenses and the 2%
Sunrise redemption charge if Units are redeemed
within twelve months after they are
purchased 8.93%
</TABLE>
Dean Witter Spectrum Technical L.P.
Spectrum Technical seeks as its investment objective to achieve capital
appreciation and portfolio diversification through Trading Advisors who employ
various proprietary long-term trend-following trading programs. The Trading
Advisors for Spectrum Technical are Campbell & Company, Inc., Chesapeake Capital
Corporation, and John W. Henry & Company, Inc. ("JWH-Registered Trademark-")
Following is a summary of certain statistical information as of November 30,
1998.
<TABLE>
<CAPTION>
Performance Information: Break-Even Information:
<S> <C> <C> <C>
Inception to date return (since 52.1% Percentage of estimated annual net
11/2/94) 10.8% trading profits (after interest income)
Compound annualized return needed to cover expenses 7.82%
Net Assets Allocated to: 32% Percentage of estimated annual net
Campbell 24% trading profits (after interest income)
Chesapeake 44% needed to cover expenses and the 2%
JWH-Registered Trademark- redemption charge if Units are redeemed
within twelve months after they are
purchased 9.86%
</TABLE>
1
<PAGE>
Dean Witter Spectrum Strategic L.P.
Spectrum Strategic seeks as its investment objective to generate capital
appreciation and portfolio diversification by allocating its assets to Trading
Advisors whose trading approaches are primarily discretionary in nature, and
employ both fundamental methods, such as evaluating supply and demand levels as
well as other economic and political indicators, and technical analysis in their
trading programs. The Trading Advisors for Spectrum Strategic are Blenheim
Investments, Inc., Stonebrook Capital Management, Inc. and Willowbridge
Associates Inc. Following is a summary of certain statistical information as of
November 30, 1998.
<TABLE>
<CAPTION>
Performance Information: Break-Even Information:
<S> <C> <C> <C>
Inception to date return (since 12.4% Percentage of estimated annual net
11/2/94) 2.9% trading profits (after interest income)
Compound annualized return needed to cover expenses 7.83%
Net Assets Allocated to: 24% Percentage of estimated annual net
Blenheim 9% trading profits (after interest income)
Stonebrook 67% needed to cover expenses and the 2%
Willowbridge redemption charge if Units are redeemed
within twelve months after they are
purchased 9.88%
</TABLE>
Dean Witter Spectrum Global Balanced L.P.
Spectrum Global Balanced seeks as its investment objective to achieve
capital appreciation through a single Trading Advisor, whose trading approach
utilizes primarily technical analysis with an emphasis on a balanced portfolio
of world equity, fixed income and currency markets. The Trading Advisor for
Spectrum Global Balanced is RXR, Inc. Following is a summary of certain
statistical information as of November 30, 1998.
<TABLE>
<CAPTION>
Performance Information: Break-Even Information:
<S> <C> <C> <C>
Inception to date return (since 58.0% Percentage of estimated annual net
11/2/94) 11.9% trading profits (after interest income)
Compound annualized return needed to cover expenses 1.65%
Net Assets Allocated to RXR: 100% Percentage of estimated annual net
trading profits (after interest income)
needed to cover expenses and the 2%
redemption charge if Units are redeemed
within twelve months after they are
purchased 3.67%
</TABLE>
Investment Requirements
If you are a new investor in the Spectrum Series Partnerships, you must
invest at least $5,000, unless you are investing through an IRA, in which case
your minimum investment is $2,000. You may allocate your investment among any
one or more of the Partnerships in the Spectrum Series, but you must invest at
least $1,000 in a Partnership. Once you become an investor in any Partnership
you may increase that investment with an additional contribution of at least
$500.
If you are an investor in another limited partnership for which Demeter
Management Corporation serves as the general partner and commodity pool
operator, you may redeem your interest in that other partnership and use the
proceeds to invest in any one or more of the Spectrum Series Partnerships. See
"Subscription Procedure" on page 93 for a more detailed discussion of this
investment option.
Unless otherwise specified in the Subscription Agreement under "State
Suitability Requirements," you 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. You should be aware, however, that certain states
impose more restrictive suitability and/or higher minimum investment
requirements. Before you invest you will be
2
<PAGE>
required to represent and warrant that you meet the applicable State minimum
financial suitability standard set forth in the Subscription Agreement (which
may also require a greater minimum investment). See "Exhibit B."
Exchange Privilege
As an investor in the Spectrum Series, you may redeem Units in any
Partnership and use the proceeds to purchase Units in one or more other Spectrum
Series Partnerships at a price equal to 100% of the Net Asset Value per Unit.
For a more detailed discussion of this privilege, see "Exchange Privilege" on
page 80.
The General Partner
The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation. The General Partner is or has been the general
partner and commodity pool operator of 33 commodity pools and currently operates
21 other commodity pools in addition to those in the Spectrum Series. As of
November 30, 1998, the General Partner managed $1.4 billion of client assets.
The General Partner's main business office is located at Two World Trade Center,
62nd Floor, New York, New York 10048, Telephone (212) 392-5453.
The Commodity Brokers
Dean Witter Reynolds Inc. is the non-clearing commodity broker for each
Partnership. Carr Futures, Inc. is the clearing commodity broker for each
Partnership's futures interests trades and the counterparty on each
Partnership's foreign currency forward contracts (together, the "Commodity
Brokers").
3
<PAGE>
Organizational Chart
Following is an organizational chart for each Partnership, showing the
relationships among the various parties involved with this offering. As you will
see, with the exception of Carr Futures, Inc. and the Trading Advisors, all
parties are affiliates of Morgan Stanley Dean Witter & Co.
[CHART]
- ------------------------
* Demeter Management Corporation presently serves as general partner for 21
other commodity pools and DWR and Carr Futures, Inc. act as the non-clearing
commodity broker and clearing commodity broker, respectively, for all but
one of such pools. DWR has also served as selling agent for all but one of
such pools. All such pools are managed and traded independently of the
Partnerships.
4
<PAGE>
Major Risks
- You could lose all or substantially all of your investment in the
Partnerships.
- The performance of each Partnership has been volatile and the Net Asset
Value per Unit of each Partnership may fluctuate significantly.
- Past performance is not necessarily indicative of future results.
- There is no secondary market for Units, and you may not redeem your Units
until you have been an investor for at least six months.
- If you redeem any of your Units within twenty-four months after they are
purchased, you may have to pay a redemption charge.
- The Partnerships are subject to substantial charges. In order to cover its
expenses, each Partnership must earn annual net Trading Profits (after
taking into account estimated interest income based on current rates of
4.25%) of the following percentages of average annual Net Assets:
<TABLE>
<CAPTION>
Without a With a 2%
redemption charge redemption charge
--------------------- ---------------------
<S> <C> <C>
Spectrum Select 6.89% 8.93%
Spectrum Technical 7.82% 9.86%
Spectrum Strategic 7.83% 9.88%
Spectrum Global Balanced 1.65% 3.67%
</TABLE>
See "Risk Factors" on page 7 for a more complete discussion.
Major Conflicts of Interest
- Because the General Partner and DWR are affiliates, no independent party
negotiated the futures brokerage fees or other terms of the operation of
the Partnerships or the sale of Units.
- Because the employees of DWR receive a portion of the futures brokerage
fees paid by the Partnerships, they have a conflict of interest in
advising you in the purchase or redemption of Units.
See "Conflicts of Interest" on page 11 for a more complete discussion.
Fees Incurred By the Partnerships
Each Partnership pays the following fees each month. The management fee
payable to each Trading Advisor and the brokerage fee payable to DWR are each
based on a percentage of Net Assets and will be paid regardless of a
Partnership's performance. The Partnerships pay each Trading Advisor an
incentive fee if Trading Profits are earned on the Net Assets managed by the
Trading Advisor. You should understand that, except in the case of Spectrum
Global Balanced, which has only one Trading Advisor, a Trading Advisor may
receive an incentive fee in a given month even though the Partnership as a whole
is not profitable.
<TABLE>
<CAPTION>
Spectrum Spectrum Spectrum Spectrum Global
Fees Select Technical Strategic Balanced
- --------------------------------------------- ------------- ------------------ ----------------- -------------------
<S> <C> <C> <C> <C>
Management Fee (annual rate) 3% 4% 3% or 4%* 1.25%
Monthly Incentive Fee 15% 15% or 19%** 15% 15%
Brokerage Fee (annual rate) 7.25% 7.25% 7.25% 4.60%
</TABLE>
- ------------------------
* Blenheim and Willowbridge each receives a monthly management fee at a 4%
annual rate. Stonebrook receives a monthly management fee at a 3% annual
rate.
** Campbell and JWH each receives a monthly incentive fee equal to 15% of any
Trading Profits. Chesapeake receives a monthly incentive fee equal to 19% of
any Trading Profits.
5
<PAGE>
Neither you nor the Partnerships will pay any selling commissions,
organizational or continuing offering expenses in connection with the offering
of Units by the Partnerships. DWR has 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 of Units.
See "Description of Charges" on page 15 for a more complete discussion.
Redemption Charges Incurred by You
You may be subject to a redemption charge of 2% of the Net Asset Value of
the Units redeemed if you redeem within the first twelve months after the Units
were purchased, and 1% if you redeem Units within the thirteenth to
twenty-fourth month after the Units were purchased. Units are not subject to a
redemption charge after you have owned them for more than twenty-four months.
See "Redemptions" on page 81 for a more complete discussion.
Redemptions
Once you have been a Limited Partner for more than six months, you may
redeem any part of your investment at any month-end, regardless of the date of
any subsequent purchase of Units. However, you may have to pay a redemption
charge if your Units were purchased within twenty-four months of the date of
redemption. If you are redeeming Units acquired with the proceeds from the
redemption of units in another partnership for which Demeter served as the
general partner and commodity pool operator, you may not be subject to a
redemption charge on all or part of your investment. See "Redemptions" on page
81 for a more detailed discussion.
Tax Considerations
You will be allocated your distributive share of the taxable income or loss
recognized by a Partnership during the period of the Partnership's taxable year
that its Units were owned by you, whether or not you receive any distributions
from that Partnership.
The trading activities of each Partnership, in general, generate capital
gains and loss and ordinary income. 40% of any trading profits on U.S.
exchange-traded contracts are taxed as short-term capital gains at the 39.6%
ordinary income rate, while 60% of such gains are taxed as long-term capital
gain at a 20% maximum rate for individuals. We expect that each Partnership's
trading gains from other contracts will be primarily short-term capital gains.
This tax treatment applies regardless of how long you hold your Units.
You may deduct losses on Units against capital gains income. You may deduct
losses in excess of capital gains against ordinary income only to the extent of
$3,000 per year. Consequently, you could pay tax on a Partnership's interest
income even though you have lost money on your Units. See "Material Federal
Income Tax Considerations" on page 96 and "State and Local Income Tax Aspects"
on page 102.
6
<PAGE>
RISK FACTORS
This section includes all of the principal risks that you will face with an
investment in the Partnerships.
Risks Relating to Futures Interests Trading and the Futures Interests Markets
The Partnerships' Futures Interests Trading is Speculative and
Volatile. The rapid fluctuations in the market prices of futures interests
makes an investment in the Partnerships volatile. Volatility is caused by
changes in supply and demand relationships; weather; agricultural, trade,
fiscal, monetary and exchange control programs; domestic and foreign political
and economic events and policies; and changes in interest rates. If a Trading
Advisor incorrectly predicts the direction of the price in a futures interest,
large losses may occur.
The Partnerships' Futures Interests Trading Is Highly Leveraged. The
Trading Advisor(s) for each Partnership use substantial leverage when trading
futures interests, which could result in immediate and substantial losses. For
example, if 10% of the face value of a contract is deposited as margin for that
contract, a 10% decrease in the value of the contract would cause a total loss
of the margin deposit. A decrease of more than 10% in the value of the contract
would cause a loss greater than the amount of the margin deposit.
The leverage employed by the Partnerships in their trading can vary
substantially from month to month and can be significantly higher or lower than
the averages set forth below. As an example of the leverage employed by the
Partnerships, set forth below is the average of the underlying value of each
Partnership's month-end positions for the period December 31, 1997 to November
30, 1998, as compared to the average month-end Net Assets of the Partnership
during that period.
<TABLE>
<S> <C>
Spectrum Select 12.3 times Net Assets
Spectrum Technical 7.9 times Net Assets
Spectrum Strategic 7.6 times Net Assets
Spectrum Global Balanced 5.6 times Net Assets
</TABLE>
The Partnerships' Futures Interests Trading May Be Illiquid. It is not
always possible to execute a buy or sell order at the desired price, or to close
out an open position, due to market conditions. Daily price fluctuation limits
are established by most U.S. futures exchanges and approved by the CFTC. When
the market price of a futures contract reaches its daily price fluctuation
limit, the Partnerships cannot execute trades at prices outside that limit. The
Partnerships could therefore have to maintain a losing position for several days
(or longer) and could lose considerably more than the initial margin put up to
establish the position. The Partnerships also could experience difficult or
impossible execution in thinly traded or illiquid markets, or when an exchange
or the CFTC suspends or restricts trading in a futures interest for various
reasons.
The Partnerships' Forward Trading is Not Protected by Exchange or
Clearinghouse Guarantees or Government Regulation. Each Partnership will trade
currency forward contracts. Unlike futures contracts, the performance of forward
contracts is not guaranteed by an exchange or clearinghouse. Because there is no
exchange or clearinghouse guarantee, a Partnership may incur substantial losses
if the banks and dealers acting as principals on such forward transactions are
unable to perform. Because the Partnerships are trading forward contracts only
with CFI, they are subject to the creditworthiness of CFI on its forward
contract trades. Also, while U.S. futures contract trading is regulated by the
CFTC, no U.S. governmental agency regulates the forward markets.
Set forth below for each Partnership is the average percentage of month-end
total margin requirements for the period December 31, 1997 to November 30, 1998
that relate to forward contracts. The percentage of each Partnership's margin
requirements that relate to forward contracts varies from month to month and can
be significantly higher or lower than the percentages set forth below.
7
<PAGE>
<TABLE>
<S> <C>
Spectrum Select 5.7%
Spectrum Technical 24.6%
Spectrum Strategic 0%
Spectrum Global Balanced 10.1%
</TABLE>
The Partnerships' Trading on Foreign Exchanges Presents Greater Risks Than
Trading on Domestic Exchanges. Each Partnership trades on exchanges located
outside the United States where CFTC regulations do not apply. On some foreign
exchanges, the clearinghouses and exchanges are not responsible for the
performance of a transaction, which means that the Partnerships are at risk of
the creditworthiness of the exchange member executing the trade for the
Partnership. Trading on foreign exchanges also presents the added risks of lack
of regulation, exchange controls, expropriation, excessive taxation, or
government disruptions. Furthermore, a Partnership could incur losses when
determining the value of its foreign exchange positions in United States dollars
because of fluctuations in exchange rates.
Set forth below for each Partnership is the average percentage of month-end
total margin requirements for the period December 31, 1997 to November 30, 1998
that relate to futures interests on foreign exchanges. The percentage of each
Partnership's margin requirements that relate to futures interests on foreign
exchanges varies from month to month and can be significantly higher or lower
than the percentages set forth below.
<TABLE>
<S> <C>
Spectrum Select 35.5%
Spectrum Technical 34.1%
Spectrum Strategic 19.7%
Spectrum Global Balanced 27.4%
</TABLE>
Options Trading Can Be More Volatile Than Futures Trading. Each Partnership
may trade options on futures. Although successful options trading requires many
of the same skills as successful futures trading, the risks involved are
somewhat different. Successful options trading requires a trader to assess
accurately near-term market volatility, because that volatility is directly
reflected in the price of outstanding options. Correct assessment of market
volatility can therefore be of much greater significance in trading options than
it is in many long-term futures strategies where volatility does not have so
great an effect on the price of a futures contract.
The Partnerships Are Subject to Speculative Position Limits. The CFTC and
U.S. futures exchanges have established speculative position limits (referred to
as "position limits") on the maximum futures interests that may be held or
controlled by any one person or group. Therefore, a Trading Advisor may have to
reduce the size of its futures position in order to avoid exceeding position
limits, which could adversely affect the profitability of a Partnership.
The Partnerships Could Lose Assets and Have Their Trading Disrupted if the
Commodity Brokers or Others Become Bankrupt. The Partnerships are at risk of the
possible insolvency or bankruptcy of the Commodity Brokers, an exchange, or a
clearinghouse. The Partnerships' assets could be lost or impounded and trading
suspended in an insolvency of any of these entities during lengthy bankruptcy
proceedings.
Risks Relating to the Partnerships and the Offering of Units
You Should Not Rely on the Past Performance of a Partnership in Deciding to
Purchase Units. Since the future performance of a Partnership is unpredictable,
each Partnership's past performance is not necessarily indicative of future
results.
Substantial Charges to Each Partnership. Each Partnership pays DWR a
monthly brokerage fee at an annual rate of 7.25% of the Partnership's Net
Assets, except Spectrum Global Balanced, which pays a monthly fee at an annual
rate of 4.60%. Each Partnership also pays its Trading Advisor(s) a monthly
management fee as follows: Spectrum Select pays each of its Trading Advisors an
annual rate of 3%; Spectrum Technical pays each of its Trading Advisors an
annual rate of 4%; Spectrum Strategic pays each
8
<PAGE>
of Blenheim and Willowbridge an annual rate of 4%, and Stonebrook an annual rate
of 3%; and Spectrum Global Balanced pays RXR an annual rate of 1.25%. A
Partnership must pay the monthly brokerage fees and management fees regardless
of the Partnership's performance.
In addition, each Partnership pays each of its Trading Advisors a monthly
incentive fee of 15% of Trading Profits, except Spectrum Technical pays
Chesapeake an incentive fee of 19%. Excluding Spectrum Global Balanced, a
Partnership may pay a Trading Advisor an incentive fee even though the
Partnership as a whole was not profitable.
Restricted Investment Liquidity in the Units. There is no secondary market
for Units and you may not redeem your Units until you have been an investor for
at least six months. After you have been an investor for six months, you may
redeem Units only at month-end, and you may pay a redemption charge if you
redeem Units during the first twenty-four months after the Units were purchased.
Your right to receive payment on a redemption is dependent upon (a) the
Partnership having sufficient assets to pay its liabilities on the redemption
date, and (b) the General Partner receiving your request for redemption in the
form annexed to the Limited Partnership Agreement at least five business days
before the redemption date.
Conflicts of Interest in Each Partnership's Structure.
- Because the General Partner and DWR are affiliates, no independent party
negotiated the futures brokerage fees or other terms of the operation of
the Partnerships or the sale of Units.
- Because the employees of DWR receive a portion of the futures brokerage
fees paid by the Partnerships, they have a conflict of interest in
advising you in the purchase or redemption of Units.
- The Trading Advisors, Commodity Brokers, and the General Partner may trade
futures interests for their own accounts, and thereby compete with a
Partnership for positions.
- The other commodity pools managed by the General Partner and the Trading
Advisors also compete with the Partnerships for futures interests
positions.
Potential Inability to Trade or Report Results Because of Year 2000
Problems. Commodity pools, like financial and business organizations and
individuals around the world, depend on the smooth functioning of computer
systems. Many computer systems in use today cannot recognize the computer code
for the year 2000, but revert to 1900 or some other date. This is commonly known
as the "Year 2000 Problem." The Partnerships could be adversely affected if
computer systems used by them or any third party with whom they have a material
relationship do not properly process and calculate data concerning dates on or
after January 1, 2000. Such a failure could adversely affect the handling or
determination of futures trades and prices and other services.
MSDW began its planning for the Year 2000 Problem in 1995, and currently has
several hundred employees working on the matter. It has developed its own Year
2000 compliance plan to deal with the problem and had the plan approved by the
company's executive management, Board of Directors and Information Technology
Department. The General Partner is coordinating with MSDW to address the Year
2000 Problem with respect to the General Partner's computer systems. This
includes hardware and software upgrades, systems consulting and computer
maintenance.
Beyond the challenge facing internal computer systems, the systems failure
of any of the third parties with whom the Partnerships have a material
relationship--the futures exchanges and clearing organizations through which
they trade, CFI and their respective Trading Advisors--could result in a
material financial risk to the Partnerships. All United States futures exchanges
are subject to monitoring by the CFTC for their Year 2000 preparedness and the
major foreign futures exchanges are also expected to be subject to market-wide
testing of their Year 2000 compliance during 1999. The General Partner intends
to monitor the progress of CFI and each Trading Advisor throughout 1999 in their
Year 2000 compliance and, where applicable, to test its external interface with
CFI and the Trading Advisors.
A worst case scenario would be one in which trading of contracts on behalf
of the Partnerships becomes impossible as a result of the Year 2000 Problem
encountered by any third parties. MSDW has begun developing various "contingency
plans" in the event that the systems of such third parties fail. The
9
<PAGE>
General Partner intends to consult closely with MSDW in implementing those
plans. Despite the best efforts of both the General Partner and MSDW, however,
it is possible that these steps will not be sufficient to avoid any adverse
impact to the Partnerships.
Risks Relating to the Trading Advisors
Reliance on the Trading Advisors to Trade Successfully. The Trading
Advisors are responsible for making all futures interests trading decisions for
the Partnerships. The General Partner cannot assure you that the trading
programs employed by the Trading Advisors will be successful.
Market Factors May Adversely Influence the Trading Programs. Often, the
most unprofitable market conditions for the Partnerships are those in which
prices "whipsaw," moving quickly upward, then reversing, then moving upward
again, then reversing again. In such conditions, the Trading Advisors may
establish positions based on incorrectly identifying both the brief upward or
downward price movements as trends, whereas in fact no trends sufficient to
generate profits develop.
Possible Consequences of Using Multiple Trading Advisors for Spectrum
Select, Spectrum Technical and Spectrum Strategic. Each Trading Advisor will
make trading decisions independent of the other Trading Advisors. Thus, it is
possible that a Partnership with more than one Trading Advisor could hold
opposite positions in the same or similar futures interests, thereby offsetting
any potential for profit from these positions.
Spectrum Global Balanced Lacks the Diversity of a Multi-Advisor
Fund. Spectrum Global Balanced is managed by a single Trading Advisor.
Therefore, that Partnership lacks the benefit of Trading Advisor diversification
employed by the other Spectrum Series Partnerships.
Increasing Assets Managed by a Trading Advisor May Adversely Affect
Performance. The rates of return achieved by trading advisors often diminish as
the equity under their management increases. You should know that the Trading
Advisors have not agreed to limit the amount of additional equity that they will
manage.
Limited Term of Management Agreements May Limit Access to a Trading
Advisor. When the Management Agreement with a Trading Advisor expires, the
General Partner may not be able to enter into arrangements with that Trading
Advisor or another Trading Advisor on terms substantially similar to the
Management Agreements described in this Prospectus. Currently most of the
Management Agreements have one-year terms, which renew annually unless
terminated by the General Partner or the Trading Advisor.
Adverse Consequences of Unequal Apportionment of a Partnership's Assets
Among Trading Advisors. The General Partner may 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 programs could result in the performance of a Trading
Advisor having a greater or lesser influence, as the case may be, in the
performance of the Partnership as a whole.
Euro Conversion Will Limit a Trading Advisor's Ability to Trade Certain
Individual Currencies and Could Result in Trading Losses. On January 1, 1999,
eleven countries in the European Union established fixed conversion rates on
their existing sovereign currencies and convert to a common single currency (the
"euro"). During a three-year transition period, the existing sovereign
currencies will continue to exist but only as a fixed denomination of the euro.
Conversion to the euro will prevent each Trading Advisor from trading in certain
currencies and thereby limit its ability to take advantage of potential market
opportunities that might otherwise have existed had separate currencies been
available to trade. This could adversely affect the performance results of the
Partnerships.
Taxation Risks
Partner's Tax Liability Could Exceed Distributions. If a Partnership has
profit for a taxable year, the profit may be taxable to the Partners, whether or
not the profit is actually distributed. Accordingly, your federal income taxes
may exceed the amount of your distribution, if any, for a taxable year.
The Partnerships' Tax Returns Could Be Audited. The Internal Revenue
Service could audit a Partnership's tax returns. If an audit results in an
adjustment to a Partnership's tax returns, you could be required to file an
amended tax return.
10
<PAGE>
CONFLICTS OF INTEREST
Relationship of the General Partner to DWR as Commodity Broker and Selling Agent
The General Partner and DWR are wholly-owned subsidiaries of Morgan Stanley
Dean Witter & Co. ("MSDW"). In its capacity as the non-clearing Commodity Broker
for each Partnership, DWR receives brokerage fees for futures interests
transactions effected for the Partnerships. Because the General Partner is an
affiliate of DWR, the flat-rate brokerage fees charged to each Partnership have
not been negotiated at arm's-length. Moreover, the General Partner has a
conflict of interest between its responsibilities to limit and reduce the
brokerage fees paid by the Partnerships and otherwise manage the Partnerships
for the benefit of investors, and its interest in obtaining favorable brokerage
fees for DWR and retaining DWR as the non-clearing Commodity Broker for the
Partnerships. 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. Most customers of DWR who maintain
commodity trading accounts with over $1,000,000 pay commissions at negotiated
rates that are substantially less than the rate paid by each Partnership.
The General Partner selected each Trading Advisor 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 an offsetting increase in revenue, the
General Partner has an incentive to select Trading Advisors who engage in fewer
trades.
While 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 following factors. DWR paid or must pay the
expenses of organizing the Partnerships, offering the Units, and the
Partnerships' ordinary administrative expenses. Further, the General Partner
provides ongoing services to the Partnerships, including administering the
redemption and Exchanges of Units, and the General Partner has financial
obligations as the general partner of the Partnerships.
The General Partner is required under the Limited Partnership Agreement to
review the brokerage arrangements annually to ensure that they are fair,
reasonable and competitive, and that they represent the best price and services
available, taking into consideration the size and trading activity of each
Partnership and the services provided, and the costs, expenses, and risk borne,
by DWR and the General Partner.
A significant portion of the brokerage fees paid to DWR by each Partnership
is paid by DWR to its employees for providing continuing assistance to Limited
Partners. Such DWR employees have a conflict of interest when providing advice
to you by reason of their receipt of a portion of the brokerage fees paid to DWR
by the Partnerships.
DWR and the General Partner may, from time to time, have conflicting demands
in respect of their obligations to the Partnerships and other commodity pools
and accounts. Certain pools may generate larger brokerage commissions, resulting
in increased payments to DWR employees.
Because the Partnerships, DWR, and the General Partner are represented by a
single counsel, 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 respect to this offering.
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, certain officers, directors and employees of the General Partner, the
Commodity Brokers, and the Trading Advisors and their affiliates, principals,
officers, directors and employees, may trade futures interests for their own
proprietary accounts. The records of such trading will not be available to
investors. 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
11
<PAGE>
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 such other
persons might be effected when similar trades for one or more Partnerships are
not executed or are executed at less favorable prices.
Except as provided in the Limited Partnership Agreements 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 Trading Advisor may manage futures interests accounts in addition to
the Partnership's account. Some Trading Advisors may also operate more than one
trading program in their management of accounts, some of which programs may not
be used in trading for the Partnerships. Such other trading programs may
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. This aggregation of positions could require a Trading
Advisor to liquidate or modify positions for all of its accounts, and such
liquidation or modification may adversely affect the Partnership it advises. 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 other 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 treated
fairly. Each Management Agreement also provides that the Trading Advisor will
deal with the Partnership in a fiduciary capacity to the extent recognized by
applicable law and will not enter into transactions where it knowingly or
deliberately favors itself or another client over the Partnership.
Customer Agreements with the Commodity Brokers
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 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 Commodity Broker or the General Partner, or the investors in each
Partnership by majority vote, may terminate the brokerage relationship and close
the Partnership's futures interests account at a Commodity Broker upon 60 days'
prior written notice and under certain other circumstances.
Other Commodity Pools
The General Partner is or has been the general partner for 29 other
commodity pools. DWR is the non-clearing commodity broker for 28 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 AND LIABILITY
An investor should be aware that the General Partner has a fiduciary duty
under the Limited Partnership Agreement and the Partnership Act to exercise good
faith and fairness in all dealings affecting
12
<PAGE>
the Partnerships. The Limited Partnership Agreements prohibit an investor from
limiting, by any means, the fiduciary duty owed by the General Partner. In the
event that an investor believes that the General Partner has violated its
responsibilities, the investor may seek legal relief under the Partnership Act,
the CEAct, applicable federal and state securities laws and other applicable
laws. The Trading Advisors for each Partnership also have a fiduciary duty under
applicable law to that Partnership.
The Limited Partnership Agreements, the Customer Agreements, and the Selling
Agreement provide that the General Partner, the Commodity Brokers, DWR (as
selling agent), any Additional Seller, and their affiliates shall not be liable
to a Partnership or its investors for any act or omission by or on behalf of the
Partnership which the General Partner, the Commodity Brokers, DWR (as selling
agent), or any Additional Seller, as applicable, determines in good faith to be
in the best interests of the Partnership, unless the act or omission constituted
misconduct or negligence.
Under the Limited Partnership Agreements, the Customer Agreements, and the
Selling Agreement, each Partnership has agreed to indemnify and defend the
General Partner, the Commodity Brokers, DWR (as selling agent), any Additional
Seller, and their affiliates, against any loss, liability, damage, cost or
expense (including attorneys' and accountants' fees and expenses) they incur
which arise from acts or omissions undertaken by or on behalf of the
Partnership, including claims by investors. These indemnities apply where the
General Partner, the Commodity Brokers, DWR (as selling agent), or Additional
Seller, as applicable, has determined, in good faith, that the act or omission
was in the best interests of the Partnership, and the act or omission was not
the result of misconduct or negligence. Payment of any indemnity by a
Partnership would reduce the Net Assets of such Partnership. The Partnerships do
not carry liability insurance covering such potential losses or indemnification
exposure.
No indemnification of the General Partner, the Commodity Brokers, DWR (as
selling agent), any Additional Seller, or their affiliates by a Partnership is
permitted for losses, liabilities, or expenses arising out of alleged violations
of federal or state securities laws unless a court has found in favor of the
indemnitee on the merits of the claim, or a court has dismissed the claim with
prejudice on the merits, or a court has approved a settlement on the claim and
found that the indemnification should be made by the Partnership. Where court
approval for indemnification is sought, the person claiming indemnification must
advise the court of the views on indemnification of the SEC and the relevant
state securities administrators. It is the opinion of the SEC that
indemnification for liabilities arising under the 1933 Act for directors,
officers or controlling persons of a Partnership or the General Partner is
against public policy and is therefore unenforceable. The CFTC has issued a
statement of policy relating to indemnification of officers and directors of a
futures commission merchant (such as 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.
Each Management Agreement provides that the Trading Advisor and its
affiliates shall not be liable to the Partnership or the General Partner or
their partners, officers, shareholders, directors or controlling persons.
However, the Trading Advisor is liable for acts or omissions of these persons if
the act or omission constitutes a breach of the Management Agreement or a
representation, warranty or covenant in the Management Agreement, misconduct or
negligence, or is the result of such persons not having acted in good faith and
in the reasonable belief that such actions or omissions were in, or not opposed
to, the best interests of the Partnership. Each Partnership has agreed to
indemnify and defend its Trading Advisors and their affiliates against any loss,
claim, damage, liability, cost and expense resulting from a demand, claim,
lawsuit, action, or proceeding (other than those incurred as a result of claims
brought by or in the right of such an indemnified party), relating to the
trading activities of the Partnership if a court finds, or independent counsel
renders an opinion, that the action or inaction giving rise to the claim did not
constitute negligence, misconduct or a breach of the Management Agreement or a
representation, warranty or covenant of the Trading Advisor in such agreement,
and was done in good faith and in a manner the indemnified party reasonably
believed to be in, or not opposed to, the best interests of the Partnership.
Each Partnership has agreed to indemnify its Trading Advisors and their
affiliates against any loss, claim, damage, liability, cost and expense,
occurring under the Securities Act of 1933, the Securities Exchange Act of 1934,
the Commodity Exchange Act, or the securities or Blue Sky law of any
jurisdiction, in respect of the offer or sale of Units. Indemnification will be
made for liabilities resulting from a breach by the Partnership or the General
Partner of any representation, warranty or agreement in the Management Agreement
relating to the offering, or an actual or alleged misleading or untrue statement
of a material
13
<PAGE>
fact, or an actual or alleged omission of a material fact, made in the
Registration Statement, Prospectus or related selling material, so long as the
statement or omission does not relate to the Trading Advisor or its principals,
was not made in reliance upon, and in conformity with, information or
instructions furnished by the Trading Advisor, and does not result from a breach
by the Trading Advisor of any representation, warranty or agreement relating to
the offering.
The foregoing involves a rapidly developing and changing area of the law and
investors who have questions concerning the duties of the Partnerships, the
General Partner, the Commodity Brokers, DWR, any Additional Seller or the
Trading Advisors should consult with their counsel.
14
<PAGE>
DESCRIPTION OF CHARGES
Charges To Each Partnership
Each Partnership is subject to substantial charges, all of which are
described in detail below.
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.
Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to each Trading Advisor's allocated Net
Assets.
DWR............................... Monthly Brokerage Fee. 1/12 of 7.25% of Net Assets.
Financial benefit to DWR from The aggregate of (i) the brokerage fee payable by
interest earned on the Partner- the Partnership and (ii) net excess interest and
ship's assets in excess of the in- compensating balance benefits to DWR (after
terest paid to the Partnership and crediting the Partnership with interest) will not
from compensating balance treatment exceed 14% annually of the Partnership's average
in connection with its designation month-end Net Assets during a calendar year.
of a bank or banks in which the
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.
Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to the Net Assets allocated to each of
Campbell and JWH, and 19% to Chesapeake.
DWR............................... Monthly Brokerage Fee. 1/12 of 7.25% of Net Assets.
Financial benefit to DWR from The aggregate of (i) the brokerage fee payable by
interest earned on the Partner- the Partnership and (ii) net excess interest and
ship's assets in excess of the in- compensating balance benefits to DWR (after
terest paid to the Partnership and crediting the Partnership with interest) will not
from compensating balance treatment exceed 14% annually of the Partnership's average
in connection with its designation month-end Net Assets during a calendar year.
of a bank or banks in which the
Partnership's assets are deposited.
</TABLE>
15
<PAGE>
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, and 1/12 of 3% to
Stonebrook.
Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to each Trading Advisor's allocated Net
Assets.
DWR............................... Monthly Brokerage Fee. 1/12 of 7.25% of Net Assets.
Financial benefit to DWR from The aggregate of (i) the brokerage fee payable by
interest earned on the Partner- the Partnership and (ii) net excess interest and
ship's assets in excess of the in- compensating balance benefits to DWR (after
terest paid to the Partnership and crediting the Partnership with interest) will not
from compensating balance treatment exceed 14% annually of the Partnership's average
in connection with its designation month-end Net Assets during a calendar year.
of a bank or banks in which the
Partnership's assets are deposited.
</TABLE>
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.
Monthly Incentive Fee. 15% of the Trading Profits experienced with
respect to Net Assets.
DWR............................... Monthly Brokerage Fee. 1/12 of 4.60% of Net Assets.
Financial benefit to DWR from The aggregate of (i) the brokerage fee payable by
interest earned on the Partner- the Partnership and (ii) net excess interest and
ship's assets in excess of the in- compensating balance benefits to DWR (after
terest paid to the Partnership and crediting the Partnership with interest) will not
from compensating balance treatment exceed 14% annually of the Partnership's average
in connection with its designation month-end Net Assets during a calendar year.
of a bank or banks in which the
Partnership's assets are deposited.
</TABLE>
Trading Advisors
Each Partnership pays 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. In addition, each Partnership pays each
of its Trading Advisors an incentive fee if Trading Profits are earned on the
Net Assets allocated to such Trading Advisor.
MONTHLY MANAGEMENT FEE. 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. Each of Spectrum Technical and Spectrum Strategic 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 Balanced 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.
For example, if the Net Assets of Spectrum Strategic equaled $60,000,000 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 $2,400,000
( 1/12 of 4% of $60,000,000 per month, or $200,000, times 12). The management
16
<PAGE>
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.
For the nine months ended September 30, 1998, Spectrum Select, Spectrum
Technical, Spectrum Strategic, and Spectrum Global Balanced paid aggregate
management fees of $3,715,645, $5,955,922, $1,675,367, and $290,828,
respectively.
INCENTIVE FEE. Each Partnership pays a monthly incentive fee equal to 15%
(except Spectrum Technical pays Chesapeake 19%) of Trading Profits experienced
with respect to each Trading Advisor's allocated Net Assets as of the end of
each calendar month. "Trading Profits" means the 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, are not deducted in determining Trading
Profits. No incentive fee is paid on interest earned by any Partnership.
If an incentive fee is paid to a Trading Advisor on account of Trading
Profits and the Trading Advisor thereafter fails to earn Trading Profits or
experiences losses for any subsequent incentive period, the Trading Advisor will
retain any incentive fees previously paid. However, no subsequent incentive fees
will be paid to the Trading Advisor until the Trading Advisor has again earned
Trading Profits. However, 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 which must be recovered will be adjusted
pro rata.
Thus, for example, if a Trading Advisor for Spectrum Strategic earned
Trading Profits of $1,000,000 for the period ended January 31, 1999, the Trading
Advisor will 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 for the period ended
February 28, 1999, 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 March 31, 1999, the Trading Advisor will have to earn Trading
Profits exceeding $250,000 for that period, since the incentive fee is payable
based upon Trading Profits measured from the last period for which an incentive
fee was paid (I.E., January 31), and not from the immediately preceding period.
For the period ended March 31, 1999, 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 assumes no redemptions or reallocations or additional
purchases of Units during the periods in question, which would require
adjustments as described above.)
For the nine months ended September 30, 1998, Spectrum Select, Spectrum
Technical, Spectrum Strategic, and Spectrum Global Balanced paid aggregate
incentive fees of $1,828,624, $2,653,466, $178,428, and $152,442, respectively.
Commodity Brokers
BROKERAGE FEES. Commodity brokerage fees for futures interests trades are
typically paid on the completion or liquidation of a trade and are referred to
as "roundturn commissions," which cover both the initial purchase (or sale) of a
futures interest and the subsequent offsetting sale (or purchase). However,
pursuant to the Customer Agreements with the Commodity Brokers, the Partnerships
pay a monthly flat-rate fee based on their Net Assets. Spectrum Select, Spectrum
Technical, and Spectrum Strategic each pays 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 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). DWR receives such brokerage fees, irrespective
of the number of trades executed on a Partnership's behalf.
17
<PAGE>
For example, if the Net Assets of Spectrum Strategic equaled $60,000,000 as
of the first day of each month during the fiscal year, DWR would receive an
aggregate monthly brokerage fee for the year of $4,350,000 ( 1/12 of 7.25% of
$60,000,000 per month, or $362,500, times 12).
From the flat-rate brokerage fees received from the Partnerships, DWR pays
or reimburses the Partnerships for all fees and costs of CFI 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.
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 $35-45 for Spectrum
Select, $40-50 for Spectrum Technical, $30-40 for Spectrum Strategic, and $45-55
for Spectrum Global Balanced. 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.
For the nine months ended September 30, 1998, Spectrum Select paid aggregate
brokerage fees and commissions, transaction fees and costs, and ordinary
administrative expenses of $8,457,087, and Spectrum Technical, Spectrum
Strategic, and Spectrum Global Balanced paid brokerage fees of $11,107,075,
$3,169,563, and $1,105,224, respectively. Prior to June 1, 1998, Spectrum Select
paid DWR roundturn brokerage commissions and paid separately for transaction
fees and costs and ordinary administrative expenses.
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."
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
investor in that 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 investors; and (iii) investors redeeming Units
at the first Redemption Date following such notice will not be subject to any
redemption charges. In addition, each Partnership's fees and expenses are
subject to limits imposed under guidelines applied by certain state securities
regulators, as set forth in Section 7(e) of the Limited Partnership Agreement,
including the limitation that the aggregate of (i) the brokerage fees payable by
the Partnership to any commodity broker for the Partnership, and (ii) 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 will pay any fees and expenses in excess of
any such limits.
Redemption Charges to Limited Partners
Investors may redeem all or part of their Units after six months at any
month-end, regardless of when such Units were purchased.
Subject to certain exceptions, Units redeemed on or prior to the last day of
the twelfth month after they were purchased are subject to a redemption charge
equal to 2% of the Net Asset Value of a Unit on the Redemption Date. Units
redeemed after the last day of the twelfth month and on or prior to the last day
of the twenty-fourth month after they were purchased are subject to a redemption
charge equal to 1% of the Net Asset Value of a Unit on the Redemption Date.
Units redeemed after the last day of the twenty-
18
<PAGE>
fourth month after they were purchased are not subject to a redemption charge.
These redemption charges are paid to DWR. For a more detailed discussion,
including exceptions to such charges, see "Redemptions."
For example, an aggregate redemption equal to $60,000,000 from Spectrum
Strategic by investors subject to the full 2% redemption charge, after the sixth
month and prior to the last day of the twelfth month after the Units were
purchased, would require the redeeming investors to pay DWR an aggregate
redemption charge equal to $1,200,000 (2% of $60,000,000).
Break Even Analysis
Spectrum Select, Spectrum Technical, Spectrum Strategic, and Spectrum Global
Balanced must earn estimated net trading profits (after taking into account
estimated interest income based upon current rates of 4.25%) of 6.89%, 7.82%,
7.83%, and 1.65%, respectively, of their average annual Net Assets in order to
offset Partnership expenses, and 8.93%, 9.86%, 9.88%, and 3.67%, respectively,
to offset Partnership expenses and the 2% redemption charge if Units are
redeemed during the first year after they are purchased. This assumes that each
Trading Advisor's gross profits equal expenses, such that no incentive fees are
earned by the Trading Advisor.
Spectrum Select, Spectrum Technical, Spectrum Strategic, and Spectrum Global
Balanced must earn estimated net trading profits of $2.10, $1.50, $1.11, and
$0.58 per Unit, respectively, in order for an investor 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
Select Technical Strategic Global
----------- ----------- ----------- Balanced
$ $ $ -----------
$
<S> <C> <C> <C> <C>
Selling Price per Unit(1)..................................................... 23.52 15.21 11.24 15.80
Management Fee(2)............................................................. .71 .61 .45 .20
Brokerage Fee(3).............................................................. 1.71 1.10 .81 .73
Less: Interest Income(4)...................................................... (.80) (.52) (.38) (.67)
Redemption Fee(5)............................................................. .48 .31 .23 .32
Incentive Fee(6).............................................................. -- -- -- --
Amount of Trading Income Required for a Limited Partner to Recoup its
Investment at the End of One Year........................................... 2.10 1.50 1.11 .58
Percentage of Selling Price per Unit.......................................... 8.93% 9.86% 9.88% 3.67%
</TABLE>
- ---------
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 November 30,
1998.
(2) Spectrum Select pays 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. Spectrum Technical and Spectrum Strategic each pay a monthly
management fee of 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; and Spectrum Global
Balanced pays a monthly management fee of 1/12 of 1.25% (a 1.25% annual
rate) of the Partnership's Net Assets on the first day of each month.
(3) The monthly flat-rate brokerage fee paid to DWR is 1/12 of 7.25% (a 7.25%
annual rate) of Net Assets as of the first day of the month with respect to
Spectrum Select, Spectrum Technical, and Spectrum Strategic, and 1/12 of
4.60% (a 4.60% annual rate) of Net Assets as of the first day of the month
with respect to Spectrum Global Balanced.
(4) DWR credits each Partnership at month-end with interest income as if 80%,
in the case of Spectrum Select, Spectrum Technical, and Spectrum Strategic,
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 4.25%.
(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.
19
<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, 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. All of the funds in a Partnership's trading accounts will be used to
engage in futures interests trading.
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 U.S. futures exchanges is subject to CFTC regulation and the rules of
the exchanges. The Partnerships' trading on foreign futures exchanges is subject
to regulation by foreign regulatory authorities and the rules of the exchanges.
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.
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). However, 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--The Partnerships' Futures Interests Trading is Highly
Leveraged."
The Partnerships trade on the following foreign futures exchanges and, from
time to time, may trade on other foreign exchanges:
- Deutsche Terminborse/Eurex
- Hong Kong Futures Exchange Ltd
- International Petroleum Exchange of London Ltd.
- Italian Derivatives Market
- London International Financial Fixtures Exchange Ltd.
- London Commodity Exchange
- London Metals Exchange
- London Securities and Derivatives Exchange
- Marche a Terme International de France
- MEFF Renta Fija
- MEFF Renta Variable
- Montreal Exchange
- New Zealand Futures and Options Exchange
- Osaka Securities Exchange
- Singapore International Monetary Exchange
- Swiss Options and Financial Futures Exchange AG
- Sydney Futures Exchange
- Tokyo Grain Exchange
- Tokyo International Financial Futures Exchange
- Tokyo Stock Exchange
- Winnipeg Commodity Exchange
In connection with foreign futures and options contracts, the Partnerships'
assets may be deposited by CFI in accounts with non-U.S. banks and foreign
brokers that are segregated on the books of such banks or brokers for the
benefit of CFI customers. All such non-U.S. banks and foreign brokers will be
qualified depositories pursuant to relevant CFTC Advisories. Such non-U.S. banks
will be subject to the local bank regulatory authorities, and the foreign
brokers will be members of the exchanges on which the futures and option trades
are to be executed and will be subject to the regulatory authorities in the
jurisdictions in which they operate.
The Trading Advisors for each Partnership are currently allocated the net
proceeds received by such Partnership at each of its Monthly Closings, in the
following proportions:
<TABLE>
<CAPTION>
Spectrum Select %
- ------------------------------------------------------------ ---
<S> <C>
EMC Capital Management, Inc............................... 0
Rabar Market Research, Inc................................ 50
Sunrise Capital Management, Inc........................... 50
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Spectrum Technical %
- ------------------------------------------------------------ ---
<S> <C>
Campbell & Company, Inc................................... 33 1/3
Chesapeake Capital Corporation............................ 33 1/3
John W. Henry & Company, Inc.
Original Investment Program............................. 16 2/3
Financial and Metals Portfolio.......................... 16 2/3
</TABLE>
<TABLE>
<CAPTION>
Spectrum Strategic
- ------------------------------------------------------------
<S> <C>
Blenheim Investments, Inc................................. 33 1/3
Stonebrook Capital Management, Inc........................ 33 1/3
Willowbridge Associates Inc............................... 33 1/3
</TABLE>
<TABLE>
<CAPTION>
Spectrum Global Balanced
- ------------------------------------------------------------
<S> <C>
RXR, Inc.................................................. 100
</TABLE>
In the future, the proceeds from each Monthly Closing may be allocated in
different proportions. Further, the General Partner may adjust the portion of a
Partnership's assets traded by a Trading Advisor through redemptions or
reallocations of assets among the Partnership's Trading Advisors.
Interest Credits
DWR credits each Partnership at month-end with interest income as if 80%
(100% in the case of Spectrum Global Balanced) of its 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 which have not been received.
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% (100% in the case of Spectrum Global Balanced) of
their respective assets were invested in U.S. Treasury bills. 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 any 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.
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 is a series of
related managed futures funds that offer an 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 Management Corporation is General Partner and commodity
pool operator of each Partnership.
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 policies of the
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
21
<PAGE>
Partner also reviewed trading performance records to determine the level of
volatility in performance experienced by each Trading Advisor in the past. These
factors are obtained from past trading performance, which the General Partner
believes has some value in evaluating the potential trading success of a Trading
Advisor, although future performance may be completely different. 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.
Each Partnership conducts its business separately and independently of the
other Partnerships.
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. (Current Allocation: approximately 26%)--The
assets of Spectrum Select allocated to EMC are currently 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. In the near future, EMC intends to trade a portion
of the assets pursuant to the New Program (traded since 1996). The New Program
differs from the Classic Program in that it is less aggressive, utilizes less
leverage and places more of an emphasis on countertrend elements.
Rabar Market Research, Inc. (Current Allocation: approximately 44%)--The
assets of Spectrum Select allocated to Rabar are traded pursuant to Rabar's
internally developed trading strategy (traded since January 1985), which
analyzes patterns of monthly, weekly, and daily price movements, and of such
indicators as volume and open interest.
Sunrise Capital Management, Inc. (Current Allocation: approximately
30%)--The assets of Spectrum Select allocated to Sunrise are traded pursuant to
its CIMCO portfolio (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, silver and copper) and crude oil
are also traded in this program.
A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM SELECT IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM SELECT."
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. (Current Allocation: approximately 32%)--The assets
of Spectrum Technical allocated to Campbell are traded pursuant to its
Financial, Metal & Energy Large Portfolio (traded since April 1983), which
utilizes computerized technical trend-following systems to profit from major and
sustained futures price trends.
Chesapeake Capital Corporation (Current Allocation: approximately
24%)--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. The assets of Spectrum Technical allocated to Chesapeake are
now traded pursuant to its Diversified 2XL Program. The Diversified 2XL Program
(traded since April 1994) applies a trend-following system to a global portfolio
of futures and forward markets, including
22
<PAGE>
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.
John W. Henry & Company, Inc. (Current Allocation: approximately 44%)--The
assets of Spectrum Technical allocated to JWH are traded pursuant to its
Original Investment Program (traded since October 1982) and its Financial and
Metals Portfolio (traded since October 1984). The Original Investment Program
seeks to capitalize on long-term trends in a broad spectrum of worldwide
financial and non-financial markets. The program always maintains a
position--long or short-- in every market traded. Historically, it has had a low
statistical correlation to the S&P 500. The Financial and Metals Portfolio seeks
to identify and capitalize on intermediate and long-term price movements in
global financial and precious metals markets. 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. Historically, the
program has had a low statistical correlation to the S&P 500.
A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM TECHNICAL IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM TECHNICAL."
Spectrum Strategic
Spectrum Strategic seeks as its investment objective to achieve capital
appreciation by allocating its assets to Trading Advisors whose trading
approaches are primarily discretionary in nature, and employ both fundamental
methodologies, such as evaluating supply and demand levels as well as other
economic and political indicators, and technical analysis in their trading
strategies.
The Trading Advisors for Spectrum Strategic are:
Blenheim Investments, Inc. (Current Allocation: approximately 24%)--The
assets of Spectrum Strategic allocated to Blenheim are traded pursuant to
Blenheim's trading program (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.
Stonebrook Capital Management, Inc. (Current Allocation: approximately
9%)--The assets of Spectrum Strategic allocated to Stonebrook are traded
pursuant to Stonebrook's trading program (traded since 1993), which focuses on
trading fixed-income, foreign currency and stock index markets worldwide.
Willowbridge Associates Inc. (Current Allocation: approximately 67%)--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 (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 U.S. and international markets, including, but not limited to, financial
instruments, currencies, precious and base metals, and agricultural commodities.
A FULL DESCRIPTION OF EACH TRADING ADVISOR, ITS PRINCIPALS AND TRADING
PROGRAMS SELECTED FOR SPECTRUM STRATEGIC IS INCLUDED IN "THE TRADING
ADVISORS--SPECTRUM STRATEGIC."
Spectrum Global Balanced
Spectrum Global Balanced seeks as its investment objective to achieve
capital appreciation by allocating its assets to RXR, Inc., a trading advisor
whose trading approach utilizes primarily technical analysis with an emphasis on
a balanced portfolio of world equity, fixed income and currency markets. RXR
utilizes both U.S. and non-U.S. stock indices and bond futures in applying its
trading approach, thereby providing a global perspective to the Spectrum Global
Balanced portfolio.
A FULL DESCRIPTION OF RXR, ITS PRINCIPALS AND TRADING PROGRAM IS INCLUDED IN
"THE TRADING ADVISORS-- SPECTRUM GLOBAL BALANCED."
23
<PAGE>
Trading Policies
Each Partnership requires its Trading Advisors to manage the funds allocated
to them in accordance with the following trading policies. [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 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.
24
<PAGE>
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 investors owning more than 50% of Units then
outstanding.
THE SPECTRUM SERIES
Spectrum Technical, Spectrum Strategic, and Spectrum Global Balanced were
each formed as limited partnerships on April 29, 1994 and commenced trading
operations on November 2, 1994. Spectrum Select is a limited partnership
originally formed on March 21, 1991 as Dean Witter Select Futures Fund L.P.
Select Futures Fund was a closed-end fund that commenced trading operations on
September 2, 1991 and subsequently re-opened for new investment in October 1993
and March 1997. Commencing with the May 31, 1998 Monthly Closing, Spectrum
Select was added as the fourth Partnership in the Spectrum Series. In
conjunction with Spectrum Select's addition to the Spectrum Series, it was
renamed Dean Witter Spectrum Select L.P. in April 1998, and each of its Units
was converted into 100 Units. The Unit conversion was made in an effort to value
the Units in a manner that was consistent with the three other Partnerships in
the Spectrum Series.
Each Partnership's Net Asset Value per Unit is calculated independently of
the other Partnerships. Each Partnership's performance depends solely on the
combined performance of its Trading Advisors, except Spectrum Global Balanced,
which relies on the performance of a single Trading Advisor.
Units in each Spectrum Series Partnership are continuously offered for sale
at Monthly Closings held as of the last day of each month. The purchase price
per Unit is equal to 100% of the Net Asset Value of a Unit as of the date of the
Monthly Closing at which the General Partner accepts a subscriber's
subscription. Following is a summary of certain information relating to the sale
of Units in each Partnership since its commencement of operations through
November 30, 1998:
<TABLE>
<CAPTION>
Spectrum Spectrum Spectrum Spectrum
Select Technical Strategic Global Balanced
--------------------- --------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Units Sold.......................... 15,671,307.935* 18,368,994.059 8,205,015.256 3,498,044.463
Units Unsold........................ 442,659.165 4,631,005.941 4,294,984.744 4,501,955.537
Proceeds received................... $ 223,470,557 $ 235,663,062 $ 86,475,404 $ 45,737,851
General Partner Contributions....... $ 1,720,000 $ 2,001,984 $ 657,000 $ 368,234
Number of Limited Partners.......... 12,104 21,941 9,762 5,215
</TABLE>
- ---------
* The number of Units sold has been adjusted to reflect the 100-for-1 Unit
conversion that took place on April 30, 1998, when Spectrum Select became
part of the Spectrum Series.
Performance Records
A summary of performance information for each Partnership from its
commencement of trading through November 30, 1998 is set forth in Tables I, II,
III, and IV below. 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.
25
<PAGE>
TABLE I
PERFORMANCE OF SPECTRUM SELECT
Type of Pool: Publicly-Offered Pool
Inception of Trading: August 1991
Aggregate Subscriptions: $225,150,557
Current Capitalization: $192,718,889
Current Net Asset Value Per Unit: $23.52
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: 135.2%
<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 0.23 0.31 (0.22) 20.58 12.57 (0.59) (3.91)
April (6.72) (5.46) 4.07 9.06 (0.95) 10.35 (1.86)
May 1.79 (1.18) (3.65) 11.08 6.84 1.95 (1.42)
June 0.93 0.16 1.37 (1.70) 10.30 0.21 7.19
July (0.97) 9.74 (1.44) (10.61) (4.91) 13.90 10.72
August 19.19 (6.22) (0.46) (4.81) (6.95) (0.95) 6.69 (6.20)
September 6.24 0.93 3.34 (7.76) 1.25 (4.13) (5.24) 6.32
October (5.14) (3.77) 13.30 (3.35) (4.78) (4.97) (3.17) (2.28)
November (4.16) 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 12.81 6.22 5.27 23.63 (5.13) 41.63 (14.45) 31.18
<CAPTION>
(11 months) (5 months)
</TABLE>
TABLE II
PERFORMANCE OF SPECTRUM TECHNICAL
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $237,750,953
Current Capitalization: $238,204,374
Current Net Asset Value per Unit: $15.21
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: 52.1%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Monthly Performance
--------------------------------------------------------------------
Month 1998 1997 1996 1995 1994
- ------------------------- ------------ ------------ ------------ ------------ ------------
<CAPTION>
% % % % %
<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 1.31 (1.82) 1.24 10.21
April (4.62) (2.93) 4.82 3.60
May 3.28 (3.75) (3.84) 0.69
June (1.10) 0.69 3.21 (1.12)
July (0.98) 9.33 (4.80) (2.44)
August 10.29 (5.97) (0.35) (0.63)
September 4.35 1.85 5.50 (3.33)
October (0.73) 0.36 9.92 (0.09)
November (6.17) 1.01 8.34 0.93 (0.90)
December 4.57 (3.88) 6.09 (1.31)
Compound Annual/Period
Rate of Return 3.96 7.49 18.35 17.59 (2.20)
<CAPTION>
(11 months) (2 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
26
<PAGE>
TABLE III
PERFORMANCE OF SPECTRUM STRATEGIC
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $87,268,076
Current Capitalization: $67,134,866
Current Net Asset Value per Unit: $11.24
Worst Monthly % Drawdown (Month/Year): (11.06)% (April 1998)
Worst Month-End Peak-to-Valley Drawdown: (32.11)% (16 months, April 1997-July
1998)
Cumulative Return Since Inception: 12.4%
<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 0.37 6.77 (0.97) 7.86
April (11.06) (6.90) 6.08 0.00
May (7.40) 0.78 (3.05) (0.66)
June (0.89) (1.63) (2.86) (6.38)
July (5.26) 7.65 (4.91) (0.81)
August 11.82 (4.93) 1.14 4.00
September 19.03 (6.03) 5.11 (0.39)
October 8.44 (6.24) 2.92 0.30
November (7.94) (2.22) 3.49 2.76 0.10
December 5.62 (2.65) 6.24 0.00
Compound Annual/Period
Rate of Return 4.95 0.37 (3.53) 10.49 0.10
<CAPTION>
(11 months) (2 months)
</TABLE>
TABLE IV
PERFORMANCE OF SPECTRUM GLOBAL BALANCED
Type of Pool: Publicly-Offered Fund
Inception of Trading: November 1994
Aggregate Subscriptions: $43,751,330
Current Capitalization: $44,306,686
Current Net Asset Value per Unit: $15.8
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: 58.0%
<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 2.24 (2.50) (1.08) 2.88
April (1.78) (1.65) 1.27 2.15
May (0.35) 1.68 (3.13) 4.38
June 0.00 3.64 0.46 0.79
July (1.19) 11.89 0.83 (1.39)
August 2.55 (5.92) (0.82) (1.41)
September 5.11 3.26 2.30 1.61
October 1.18 (1.69) 3.77 0.26
November 2.66 (0.37) 4.76 2.72 (0.50)
December 3.07 (3.88) 2.99 (1.21)
Compound Annual/Period
Rate of Return 14.91 18.23 (3.65) 22.79 (1.70)
<CAPTION>
(11 months) (2 months)
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
27
<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.
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. An investor 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.
Availability of Exchange Act Reports
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 SEC. These reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC 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. Reports, proxy and information statements, and other
information regarding the Partnerships are available at the SEC 's Web site
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.
28
<PAGE>
SELECTED FINANCIAL DATA
The following is the results of operations of: (a) Spectrum Select for the
nine months ended September 30, 1998 and 1997 (unaudited) and the years ended
December 31, 1997, 1996, 1995, 1994 and 1993 and (b) Spectrum Technical,
Spectrum Strategic, and Spectrum Global Balanced for the nine months ended
September 30, 1998 and 1997 (unaudited) and the years ended December 31, 1997,
1996 and 1995, and for the period from November 2, 1994 (commencement of
operations) to December 31, 1994. Per Unit results for Spectrum Select have been
adjusted to reflect the 100-for-1 Unit conversion which occurred on April 30,
1998. 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 Select
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the Nine Months Ended
September 30, For the Years Ended December 31,
-------------------------- ------------------------------------------------------
<CAPTION>
1998 1997 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------ ------------
$ $ $ $ $ $
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 25,414,460 17,548,841 15,940,851 26,876,393 65,987,157 19,134,352
Net change in unrealized 22,586,491 (628,624) 3,149,167 (10,950,217) (4,657,344) (7,758,820)
------------ ------------ ------------ ------------ ------------ ------------
Total Trading Results 48,000,951 16,920,217 19,090,018 15,926,176 61,329,813 11,375,532
Interest income (DWR) 5,105,202 5,592,135 7,405,511 6,120,347 7,969,749 6,044,870
------------ ------------ ------------ ------------ ------------ ------------
Total Revenues 53,106,153 22,512,352 26,495,529 22,046,523 69,299,562 17,420,402
------------ ------------ ------------ ------------ ------------ ------------
EXPENSES
Brokerage fees (DWR) 7,767,759 7,535,328 9,777,851 10,641,478 14,173,695 15,551,182
Management fees 3,715,645 3,988,231 5,239,533 4,583,197 5,626,908 5,452,353
Transaction fees and costs 625,328 926,221 1,370,439 1,104,011 1,589,795 1,652,264
Administrative expenses 64,000 83,000 114,000 128,000 148,000 126,000
Incentive fees 1,828,624 49,989 49,989 175,796 8,707,049 4,441,510
------------ ------------ ------------ ------------ ------------ ------------
Total Expenses 14,001,356 12,582,769 16,551,812 16,632,482 30,245,447 27,223,309
------------ ------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) 39,104,797 9,929,583 9,943,717 5,414,041 39,054,115 (9,802,907)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Net Income (Loss) Allocation:
Limited Partners 38,436,723 9,768,879 9,781,168 5,283,411 38,580,172 (9,695,068)
General Partner 668,074 160,704 162,549 130,630 473,943 (107,839)
Net Income (Loss) Per Unit:
Limited Partners 5.02 1.21 12.21 9.82 35.61 (8.15)
General Partner 5.02 1.21 12.21 9.82 35.61 (8.15)
TOTAL ASSETS AT END OF PERIOD 208,966,583 174,523,788 169,541,807 167,588,012 179,342,999 171,613,080
TOTAL NET ASSETS AT END OF PERIOD 204,396,888 171,762,965 166,773,321 163,786,285 176,446,260 168,189,328
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 25.87 20.83 20.85 19.62 18.64 15.08
General Partner 25.87 20.83 20.85 19.62 18.64 15.08
<CAPTION>
- -------------------------------------------
<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 fees (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 46.71
General Partner 46.71
TOTAL ASSETS AT END OF PERIOD 202,681,945
TOTAL NET ASSETS AT END OF PERIOD 199,215,616
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 15.90
General Partner 15.90
</TABLE>
<TABLE>
<CAPTION>
Spectrum Technical
- -----------------------------------------------------------------------------------------------------------------------------------
For the Nine Months Ended
September 30, For the Years Ended December 31,
---------------------------------- ---------------------------------------------------
1998 1997 1997 1996 1995
---------------- ---------------- ---------------- ---------------- ---------------
$ $ $ $ $
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 13,007,107 5,346,080 13,777,460 26,334,748 4,446,595
Net change in unrealized 26,421,207 4,725,888 9,762,823 (1,552,659) 3,362,093
---------------- ---------------- ---------------- ---------------- ---------------
Total Trading Results 39,428,314 10,071,968 23,540,283 24,782,089 7,808,688
Interest income (DWR) 6,008,143 4,219,684 5,987,304 3,242,977 1,430,845
---------------- ---------------- ---------------- ---------------- ---------------
Total Revenues 45,436,457 14,291,652 29,527,587 28,025,066 9,239,533
---------------- ---------------- ---------------- ---------------- ---------------
EXPENSES
Brokerage fees (DWR) 11,107,075 8,396,911 11,617,770 6,997,531 3,003,934
Management fees 5,955,922 4,148,649 5,832,758 3,273,649 1,373,227
Incentive fees 2,653,466 230,786 369,975 1,852,569 600,504
---------------- ---------------- ---------------- ---------------- ---------------
Total Expenses 19,716,463 12,776,346 17,820,503 12,123,749 4,977,665
---------------- ---------------- ---------------- ---------------- ---------------
NET INCOME (LOSS) 25,719,994 1,515,306 11,707,084 15,901,317 4,261,868
---------------- ---------------- ---------------- ---------------- ---------------
---------------- ---------------- ---------------- ---------------- ---------------
Net Income (Loss) Allocation:
Limited Partners 25,458,926 1,500,589 11,589,197 15,737,852 4,226,249
General Partner 261,068 14,717 117,887 163,465 35,619
Net Income (Loss) per Unit:
Limited Partners 1.70 .19 1.02 2.11 1.72
General Partner 1.70 .19 1.02 2.11 1.72
TOTAL ASSETS AT THE END OF PERIOD 251,043,295 167,073,561 184,769,817 114,822,056 60,075,842
TOTAL NET ASSETS AT END OF PERIOD 246,498,391 164,410,683 181,950,507 112,985,629 59,326,379
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 16.33 13.80 14.63 13.61 11.50
General Partner 16.33 13.80 14.63 13.61 11.50
<CAPTION>
- ------------------------------------------
For the Period from
November 2, 1994
(commencement of
operations) to
December 31, 1994
-------------------
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized (786,137)
Net change in unrealized 724,455
-------------------
Total Trading Results (61,682)
Interest income (DWR) 67,617
-------------------
Total Revenues 5,935
-------------------
EXPENSES
Brokerage fees (DWR) 149,907
Management fees 68,529
Incentive fees 19,678
-------------------
Total Expenses 238,114
-------------------
NET INCOME (LOSS) (232,179)
-------------------
-------------------
Net Income (Loss) Allocation:
Limited Partners (229,460)
General Partner (2,719)
Net Income (Loss) per Unit:
Limited Partners (.22)
General Partner (.22)
TOTAL ASSETS AT THE END OF PERIOD 15,084,678
TOTAL NET ASSETS AT END OF PERIOD 14,931,054
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners 9.78
General Partner 9.78
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Spectrum Strategic
- ----------------------------------------------------------------------------------------------------------------------
For the Nine Months Ended
September 30, For the Years Ended December 31,
-------------------------------- -------------------------------------------------
1998 1997 1997 1996 1995
--------------- --------------- --------------- --------------- ---------------
$ $ $ $ $
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 2,125,953 3,748,975 1,297,824 4,980,402 3,408,036
Net change in unrealized 4,475,848 717,205 2,387,258 (1,679,048) 1,451,792
--------------- --------------- --------------- --------------- ---------------
Total Trading Results 6,601,801 4,466,180 3,685,082 3,301,354 4,859,828
Interest income (DWR) 1,732,273 1,678,432 2,304,248 1,604,026 887,226
--------------- --------------- --------------- --------------- ---------------
Total Revenues 8,334,074 6,144,612 5,989,330 4,905,380 5,747,054
--------------- --------------- --------------- --------------- ---------------
EXPENSES
Brokerage fees (DWR) 3,169,563 3,305,511 4,414,327 3,398,205 1,802,579
Management fees 1,675,367 1,633,015 2,212,788 1,587,213 824,036
Incentive fees 178,428 427,095 427,094 726,825 437,310
--------------- --------------- --------------- --------------- ---------------
Total Expenses 5,023,358 5,365,621 7,054,209 5,712,243 3,063,925
--------------- --------------- --------------- --------------- ---------------
NET INCOME (LOSS) 3,310,716 778,991 (1,064,879) (806,863) 2,683,129
--------------- --------------- --------------- --------------- ---------------
--------------- --------------- --------------- --------------- ---------------
Net Income (Loss) Allocation:
Limited Partners 3,271,967 770,488 (1,054,657) (799,980) 2,659,882
General Partner 38,749 8,503 (10,222) (6,883) 23,247
Net Income (Loss) Per Unit:
Limited Partners .55 .39 0.04 (.39) 1.05
General Partner .55 .39 0.04 (.39) 1.05
TOTAL ASSETS AT END OF PERIOD 67,242,994 61,052,199 61,010,043 47,089,676 33,049,282
TOTAL NET ASSETS AT END OF PERIOD 65,479,623 59,955,298 59,095,581 45,118,877 32,462,932
NET ASSET VALUE PER UNIT AT END
OF PERIOD
Limited Partners 11.26 11.06 10.71 10.67 11.06
General Partner 11.26 11.06 10.71 10.67 11.06
<CAPTION>
- ---------------------------------
For the Period from
November 2, 1994
(commencement of
operations) to
December 31, 1994
-------------------
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized (221,731)
Net change in unrealized 367,611
-------------------
Total Trading Results 145,880
Interest income (DWR) 55,127
-------------------
Total Revenues 201,007
-------------------
EXPENSES
Brokerage fees (DWR) 121,039
Management fees 55,333
Incentive fees 18,841
-------------------
Total Expenses 195,213
-------------------
NET INCOME (LOSS) 5,794
-------------------
-------------------
Net Income (Loss) Allocation:
Limited Partners 5,704
General Partner 90
Net Income (Loss) Per Unit:
Limited Partners .01
General Partner .01
TOTAL ASSETS AT END OF PERIOD 12,042,772
TOTAL NET ASSETS AT END OF PERIOD 11,918,929
NET ASSET VALUE PER UNIT AT END
OF PERIOD
Limited Partners 10.01
General Partner 10.01
</TABLE>
<TABLE>
<CAPTION>
Spectrum Global Balanced
- ---------------------------------------------------------------------------------------------------------------------
For the Nine Months Ended
September 30, For the Years Ended December 31,
---------------------------------- -------------------------------------------------
1998 1997 1997 1996 1995
---------------- ---------------- --------------- --------------- ---------------
$ $ $ $ $
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,376,863 3,416,023 3,683,460 177,564 1,508,581
Net change in unrealized 2,422,095 441,805 464,966 (175,835) 373,624
---------------- ---------------- --------------- --------------- ---------------
Total Trading Results 3,798,958 3,857,828 4,148,426 1,729 1,882,205
Interest income (DWR) 1,168,924 815,238 1,145,033 891,897 447,608
---------------- ---------------- --------------- --------------- ---------------
Total Revenues 4,967,882 4,673,066 5,293,459 893,626 2,329,813
---------------- ---------------- --------------- --------------- ---------------
EXPENSES
Brokerage fees (DWR) 1,105,224 826,798 1,124,531 1,030,310 503,995
Management fee 290,828 193,209 269,162 221,282 104,999
Incentive fees 152,442 300,250 300,250 -- 161,155
---------------- ---------------- --------------- --------------- ---------------
Total Expenses 1,548,494 1,320,257 1,693,943 1,251,592 770,149
---------------- ---------------- --------------- --------------- ---------------
NET INCOME (LOSS) 3,419,388 3,352,809 3,599,516 (357,966) 1,559,664
---------------- ---------------- --------------- --------------- ---------------
---------------- ---------------- --------------- --------------- ---------------
Net Income (Loss) Allocation:
Limited Partners 3,382,644 3,317,393 3,561,537 (354,537) 1,536,421
General Partner 36,744 35,416 37,979 (3,429) 23,243
Net Income (Loss) per Unit:
Limited Partners 1.46 1.99 2.12 (.44) 2.24
General Partner 1.46 1.99 2.12 (.44) 2.24
TOTAL ASSETS AT END OF PERIOD 41,039,826 24,394,315 25,923,024 19,620,770 14,923,682
TOTAL NET ASSETS AT END OF
PERIOD 40,459,538 24,103,421 25,683,236 18,706,255 14,754,500
NET ASSET VALUE PER UNIT AT
END OF PERIOD
Limited Partners 15.21 13.62 13.75 11.63 12.07
General Partner 15.21 13.62 13.75 11.63 12.07
<CAPTION>
- ------------------------------
For the Period from
November 2, 1994
(commencement of
operations) to
December 31, 1994
-------------------
$
<S> <C>
REVENUES
Trading Profit (Loss):
Realized (61,916)
Net change in unrealized 18,804
-------------------
Total Trading Results (43,112)
Interest income (DWR) 25,896
-------------------
Total Revenues (17,216)
-------------------
EXPENSES
Brokerage fees (DWR) 29,040
Management fee 6,050
Incentive fees --
-------------------
Total Expenses 35,090
-------------------
NET INCOME (LOSS) (52,306)
-------------------
-------------------
Net Income (Loss) Allocation:
Limited Partners (50,640)
General Partner (1,666)
Net Income (Loss) per Unit:
Limited Partners (.17)
General Partner (.17)
TOTAL ASSETS AT END OF PERIOD 3,817,871
TOTAL NET ASSETS AT END OF
PERIOD 3,797,845
NET ASSET VALUE PER UNIT AT
END OF PERIOD
Limited Partners 9.83
General Partner 9.83
</TABLE>
30
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Dean Witter Spectrum Select 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 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--The Partnerships' Futures Interests Trading May be Illiquid."
Most U.S. futures exchanges limit fluctuations in certain futures interest
prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Pursuant to such 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.
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.
Since commencement of trading by the Partnership, there has never been a
time when illiquidity has affected a material portion of its assets.
Capital Resources
The Partnership does not have, or expect to have, any capital assets.
Redemptions, exchanges and sales of additional Units in the future will affect
the amount of funds available for investments in futures interests in subsequent
periods. As redemptions are at the discretion of investors, it is not possible
to estimate the amount and therefore the impact of future redemptions.
Results of Operations
GENERAL. Because of 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 the nine months
ended September 30, 1998, and a general discussion of its trading activities in
certain markets during each period. All per Unit amounts have been restated to
reflect the 100-for-1 Unit conversion effective as of April 30, 1998. 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 Select recorded strong gains for the year, primarily
due to the Partnership's participation in global interest rate futures, as both
U.S. and international interest rate futures witnessed sustained upward price
trends during several periods of the year. Such gains, coupled with gains in
currency markets during the first half of the year, constituted a majority of
the profits for the year. These
31
<PAGE>
gains were partially offset by losses in metals, energies, soft commodities and
agricultural markets. Such losses were primarily due to trendless pricing
patterns and short-term price volatility. Energy markets proved profitable in
December, however, as prices increased dramatically.
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 $15.08 at December 31, 1994 to
$18.64 at December 31, 1995.
1996 RESULTS. Spectrum Select recorded net profits for the year, due
primarily to trading in global financial futures as prices trended higher during
the period of September through November. Additional gains recorded in the
currency markets, primarily from long British pound positions during the fourth
quarter, contributed to offset losses recorded from trend reversals and choppy
price movement earlier in the year. Spectrum Select's exposure to domestic
commodities partially hindered performance in 1996, as agricultural and soft
commodities failed to provide sustained price trends during much of the year.
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 $18.64 at December 31, 1995 to
$19.62 at December 31, 1996.
1997 RESULTS. Spectrum Select recorded net profits during 1997 primarily as
a result of a strengthening in the value of the U.S. dollar versus the Japanese
yen and most major world currencies throughout the year. Additional gains were
recorded from long global interest rate futures positions as U.S., Australian
and European interest rate futures trended higher in July. A portion of these
gains was offset by losses experienced from sharp trend reversals and short-term
volatile price movement in global bond futures during April and August. Overall,
the Partnership's ability to capture profits in the currency and financial
futures complexes more than offset smaller losses incurred from trendless
pricing patterns and choppy price movement experienced in trading most
traditional commodities.
For the year ended December 31, 1997, Spectrum Select's total trading
revenues, including interest income, were $26,495,529. Total expenses for the
year were $16,551,812, resulting in a net gain of $9,943,717. The value of an
individual Unit in Spectrum Select increased from $19.62 at December 31, 1996 to
$20.85 at December 31, 1997.
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998. During the first nine
months of the year, Spectrum Select recorded a gain in Net Asset Value per Unit.
The most significant gains were recorded in the financial futures markets from
long European and U.S. interest rate futures positions, particularly the German
and French bond markets, as prices soared during the third quarter amid a global
flight-to-quality. Such gains contributed significantly to earlier gains
experienced in the same markets during the first quarter. Smaller gains were
recorded from short positions in the global stock index futures, particularly
the German, U.S. and French stock markets, as equity prices around the world
moved significantly lower during August. Additional gains were experienced in
the energy markets, as short crude oil futures positions benefited from
spiraling prices throughout January, February, June, July and August. The
agricultural markets contributed smaller gains from short positions in soybean
meal futures during the first quarter. A portion of the Partnership's overall
gains was offset by losses in the metals markets resulting from choppy price
movement in silver and gold futures during the first quarter. Additional losses
from short positions were incurred in September, as precious metals prices moved
sharply higher. Similarly, trading in copper futures resulted in losses due to
trendless pricing patterns during a majority of the first half of the year and
unprofitable short positions during a rally in July. In the currency markets,
transactions involving the British pound resulted in losses, as its value moved
without consistent direction during a majority of the first nine months of the
year. Additional currency losses resulted from trading in the Swiss franc during
July and August and the Japanese yen during September. The soft commodities
markets recorded smaller losses from cotton futures trading due to weather
related volatility in cotton prices during August, offsetting first quarter
gains from short sugar futures positions.
For the nine months ended September 30, 1998, Spectrum Select's total
trading revenues, including interest income, were $53,106,153. Total expenses
for the nine months were $14,001,356, resulting in a net gain of $39,104,797.
The value of an individual Unit in Spectrum Select increased from $20.85 at
December 31, 1997 to $25.87 at September 30, 1998.
32
<PAGE>
From inception of trading in August 1991 through November 1998, the Net
Asset Value per Unit of Spectrum Select has increased by 135.2% (a compound
annualized return of 12.4%).
To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statements of
Operations and Statements of Financial Condition.
Interest Income and Expenses
Interest income to Spectrum Select 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 the first nine months of
1998 when compared to the first nine months of 1997 due to the increased size of
its asset base.
Spectrum Select is charged a flat-rate brokerage fee at an annual rate of
7.25% of Net Assets, which fee also covers transaction fees and costs and
administrative expenses. Prior to June 1, 1998, 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 and administrative expenses.
Brokerage fees, excluding transaction fees and costs and administrative expenses
through May 1998, increased in the first nine months of 1998 when compared to
the first nine months of 1997 because of the increasing asset size of the
Partnership.
Spectrum Select is charged management fees at an annual rate of 3% of Net
Assets. These fees were less in the first nine months of 1998 when compared to
the first nine months of 1997 because of a decrease in the average Net Assets
during the period.
Incentive fees are paid monthly at a rate of 15%. Prior to June 1, 1998,
Spectrum Select was charged quarterly incentive fees at a rate of 17 1/2% of
each Trading Advisor's net profits. Incentive fees increased in the first nine
months of 1998 when compared to the first nine months of 1997 because of the
Trading Advisors' increased profitability.
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
investors 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
U.S. and most foreign exchanges on which the Partnership trades is the
clearinghouse associated with such exchange. In general, a clearinghouse is
backed by the membership of the exchange and will act in the event of non-
performance by one of its members or one of its member's customers, 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
33
<PAGE>
membership or where the exchange is a "principals' market" in which performance
is the responsibility of the exchange member and not the exchange or a
clearinghouse, or when 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 20. 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--The Partnerships' Trading on Foreign Exchanges
Presents Greater Risks Than Trading on Domestic Exchanges" on page 8.
There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to the Partnership, and the General Partner,
MSDW and DWR will not indemnify the Partnership against a default by such
parties. Further, the law is unclear as to whether a commodity broker has any
obligation to protect its customers from loss in the event of an exchange,
clearinghouse or other exchange member defaulting on trades effected for the
broker's customers. Any such obligation on the part of a broker appears even
less clear where the default occurs in a non-U.S. jurisdiction.
The General Partner deals with these credit risks of the 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 its 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 equity was $6.28 billion, and
its senior unsecured debt 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 its counterparty on forward contracts. The guarantee by
CFI's parent, discussed above, covers these forward contracts.
34
<PAGE>
1998 DATA. At September 30, 1998, open futures, options and forward
contracts were:
<TABLE>
<CAPTION>
Contract or
Notional
Amount
--------------
$
(unaudited)
<S> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase.......................................... 910,349,000
Commitments to Sell.............................................. 17,635,000
Commodity Futures:
Commitments to Purchase.......................................... 37,369,000
Commitments to Sell.............................................. 28,694,000
Foreign Futures:
Commitments to Purchase.......................................... 2,394,200,000
Commitments to Sell.............................................. 124,350,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase............................................ 105,273,000
Commitments to Sell................................................ 33,766,000
</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 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 September 30, 1998, $32,213,652.
Of the $32,213,652 net unrealized gain on open contracts at September 30,
1998, $30,652,051 related to exchange-traded futures contracts and $1,561,601
related to off-exchange-traded forward currency contracts.
Exchange-traded futures contracts held by the Partnership at September 30,
1998 mature through September 1999. Off-exchange-traded forward currency
contracts held by the Partnership at September 30, 1998 mature through December
1998.
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 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 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. These
funds, in the aggregate, totalled $203,290,540 at September 30, 1998 in the case
of Spectrum Select. 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).
35
<PAGE>
For the nine months ended September 30, 1998, the average fair value of
financial instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
Assets Liabilities
--------------------- ----------------
<S> <C> <C>
$ $
<CAPTION>
(unaudited) (unaudited)
<S> <C> <C>
Exchange-Traded Contracts:
Financial Futures................................................................... 463,575,000 218,285,000
Options on Financial Futures........................................................ 2,032,000 --
Commodity Futures................................................................... 23,713,000 78,242,000
Options on Commodity Futures........................................................ 65,000 --
Foreign Futures..................................................................... 1,213,201,000 464,465,000
Off-Exchange-Traded Foreign Currency Contracts...................................... 149,349,000 149,619,000
</TABLE>
Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.
Dean Witter Spectrum Technical L.P.
Liquidity
See the discussion under "--Dean Witter Spectrum Select L.P.--Liquidity" on
page 31, which discussion is equally applicable to Spectrum Technical.
Capital Resources
See the discussion under "--Dean Witter Spectrum Select L.P.--Capital
Resources" on page 31, which discussion is equally applicable to Spectrum
Technical.
Results of Operations
GENERAL. Because of 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 the nine months
ended September 30, 1998, 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 experienced a profitable year in 1995, due
primarily to the Partnership's participation in global interest rate and
financial futures, and world currencies. The sustained price trends experienced
in these complexes provided a substantial opportunity to profit. The majority of
gains resulted from a strengthening in financial futures prices, as the
Partnership profited from long stock index and bond futures positions. These
gains offset losses experienced throughout the second and third quarters in
metals, energies, soft commodities and agricultural markets. Such losses
occurred as prices in traditional futures markets moved in relatively trendless
price patterns. Energy and traditional commodity markets proved profitable in
December, however, as prices increased.
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 a net gain 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. Spectrum Technical recorded significant profits during 1996
due primarily to the Partnership's participation in global interest rate futures
and currencies during September, October and November. Gains were experienced
during the last quarter from long positions in global interest rate
36
<PAGE>
futures and short positions in foreign currencies. The majority of the first
three quarters was characterized by profitable periods followed by losing
periods resulting from sharp trend reversals. The fourth quarter gains easily
offset any losses experienced during such periods of trendless pricing patterns
and choppy price movements earlier in the year.
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 Technical increased from $11.50 at December 31, 1995
to $13.61 at December 31, 1996.
1997 RESULTS. Spectrum Technical experienced a profitable year in 1997, as
long positions in global interest rate futures resulted in gains during the
second half of the year. Additional profits from trading in foreign currencies
also contributed to the overall gains experienced for the year, primarily due to
a strengthening in the value of the U.S. dollar relative to the German mark
during January and February and of the U.S. dollar relative to the Japanese yen
and Australian dollar during the final quarter. These gains were partially
offset by losses from the trading of most tangible commodities, resulting from
trendless pricing patterns and choppy price movements, with the exception of a
profitable downward trend in gold prices.
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.
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998. During the first nine
months of the year, Spectrum Technical recorded a gain in Net Asset Value per
Unit. The most significant gains were recorded in the financial futures markets
from long German bond positions, as prices trended higher throughout the first
nine months of the year, particularly during the third quarter. Other long
European and U.S. interest rate futures positions contributed additional gains
during the third quarter, as economic and political instability persisted
worldwide. The agricultural markets provided gains from short corn futures
positions, as grain prices moved lower during a majority of the third quarter
due to supply increases. The energy markets recorded year-to-date gains from
short crude oil futures positions, as oil prices declined during January and
early February due to a reduction of tensions in the Middle East. A portion of
the Partnership's overall gains was offset by losses in the metals markets from
long gold futures positions, as gold prices moved lower throughout the second
quarter. Additional losses in metals resulted from short silver futures
positions during September, as precious metals prices pushed higher due to the
weak U.S. dollar, and long copper futures positions during May, as industrial
copper prices moved lower. The currency markets experienced losses primarily
from transactions involving the British pound, as its value moved without
consistent direction during the first half of the year. These losses continued
during the third quarter, as short British pound positions proved unfavorable
against the weakening U.S. dollar.
For the nine months ended September 30, 1998, Spectrum Technical's total
trading revenues, including interest income, were $45,436,457. Total expenses
for the nine months were $19,716,463, resulting in a net gain of $25,719,994.
The value of an individual Unit in Spectrum Technical increased from $14.63 at
December 31, 1997 to $16.33 at September 30, 1998.
From inception of trading in November 1994 through November 1998, the Net
Asset Value per Unit of Spectrum Technical has increased by 52.1% (a compound
annualized return of 10.8%).
To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statements of
Operations and Statements of Financial Condition.
Interest Income and Expenses
Interest income to Spectrum Technical 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 the
first nine months of 1998 when compared to the first nine months of 1997 due to
the increased size of its asset base.
37
<PAGE>
Effective June 1, 1998, Spectrum Technical's brokerage fees are charged at
an annual rate of 7.25% of Net Assets. Prior to August 1, 1997, brokerage fees
were charged at an annual rate of 8.25% of Net Assets. From August 1, 1997
through May 31, 1998, brokerage fees were charged at an annual rate of 7.65% of
Net Assets. Brokerage fees increased in the first nine months of 1998 when
compared to the first nine months of 1997 because of the increasing asset size
of the Partnership.
Spectrum Technical is charged management fees at an annual rate of 4% of Net
Assets. These fees were greater in the first nine months of 1998 when compared
to the first nine months of 1997 because of the increasing asset size of the
Partnership.
Incentive fees are paid monthly at a rate of 15% of each Trading Advisor's
net profits (except, effective June 1, 1998, Chesapeake began charging a 19%
monthly incentive fee on its net profits). Incentive fees were greater in the
first nine months of 1998 when compared to the first nine months of 1997 as a
result of the Trading Advisors' increased 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 "--Dean Witter Spectrum Select
L.P.--Financial Instruments-- General" on page 33, which discussion is equally
applicable to Spectrum Technical.
1998 DATA. At September 30, 1998, open futures, options and forward
contracts were:
<TABLE>
<CAPTION>
Contract or
Notional Amount
------------------
$
(unaudited)
<S> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase.......................................................... 821,969,000
Commitments to Sell.............................................................. 22,290,000
Commodity Futures:
Commitments to Purchase.......................................................... 25,939,000
Commitments to Sell.............................................................. 82,475,000
Foreign Futures:
Commitments to Purchase.......................................................... 1,557,388,000
Commitments to Sell.............................................................. 120,514,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase............................................................ 516,287,000
Commitments to Sell................................................................ 248,607,000
</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 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 September 30, 1998, $38,717,919.
Of the $38,717,919 net unrealized gain on open contracts at September 30,
1998, $35,215,556 related to exchange-traded futures and options contracts and
$3,502,363 related to off-exchange-traded forward currency contracts.
Exchange-traded futures contracts held by the Partnership at September 30,
1998 mature through September 1999. Off-exchange-traded forward currency
contracts held by the Partnership at September 30, 1998 mature through December
1998.
38
<PAGE>
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 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 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. These
funds, in the aggregate, totalled $241,609,627 at September 30, 1998 in the case
of 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 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 nine months ended September 30, 1998, the average fair value of
financial instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
Assets Liabilities
-------------- --------------
$ $
(unaudited) (unaudited)
<S> <C> <C>
Exchange-Traded Contracts:
Financial Futures...................................................... 354,177,000 125,801,000
Commodity Futures...................................................... 21,708,000 93,258,000
Foreign Futures........................................................ 662,496,000 360,427,000
Off-Exchange-Traded Foreign Currency Contracts........................... 397,309,000 454,483,000
</TABLE>
Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.
Dean Witter Spectrum Strategic L.P.
Liquidity
See the discussion under "--Dean Witter Spectrum Select L.P.--Liquidity" on
page 31, which discussion is equally applicable to Spectrum Strategic.
Capital Resources
See the discussion under "--Dean Witter Spectrum Select L.P.--Capital
Resources" on page 31, which discussion is equally applicable to Spectrum
Strategic.
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 the nine months
ended September 30, 1998 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.
39
<PAGE>
1995 RESULTS. Spectrum Strategic posted positive performance for 1995,
primarily as a result of profits in the first and fourth quarters. The
Partnership profited from sustained price movement in the international stock
index and bond futures markets, and in the currency markets. The majority of
these gains were recorded from long positions in global interest rate and
financial futures. Such gains more than offset losses experienced primarily
during the second and third quarters due to volatile price movements in certain
currency, metals and soft commodities futures markets. Energy and agricultural
markets proved profitable in December, however, as prices increased.
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. Spectrum Strategic posted negative performance for 1996, due
primarily to losses resulting from sharp trend reversals in financial futures
and currency markets during February. During the latter half of the year,
increased volatility in energies and domestic commodities resulted in additional
losses to the Partnership. A majority of the losses experienced earlier in the
year, however, were offset by gains during the last three quarters, particularly
in April from long positions in the agricultural markets and in September from
long positions in global interest rate futures and short positions in foreign
currencies.
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. Spectrum Strategic posted a small net gain in 1997, as profits
were recorded by the Partnership's discretionary managers during the first
quarter primarily from commodities trading and during the year's final months
from a strengthening in the value of the U.S. dollar. A majority of these gains
were offset by losses experienced during the second quarter, as the volatility
in global stock index and bond futures that began in March did not develop in
line with the discretionary managers' points of view. In much of the second half
of the year, small losses were also recorded from a significant pattern of
short-term volatility underlying many future markets.
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.
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998. During the first nine
months of the year, Spectrum Strategic recorded a gain in Net Asset Value per
Unit. The most significant gains were recorded from long German bond futures
positions, as prices moved higher during a majority of the first half of the
year and pushed sharply higher during the third quarter. Likewise, long
positions in other European and U.S. interest rate futures contributed
additional gains in the financial futures sector as investors flocked to such
"safe haven" investments amid continued economic and political instability
during August and September. A portion of the Partnership's overall gains was
offset by losses incurred in the soft commodities markets. Long sugar futures
positions resulted in losses, as sugar prices moved lower throughout the first
quarter. Trading in the Japanese yen also resulted in year to date losses,
particularly from short positions held during early April as the value of the
yen spiked suddenly higher versus the U.S. dollar amid new optimism regarding
the Japanese economic stimulus package. In the metals markets, smaller losses
were experienced from long silver futures positions, as silver prices declined
sharply during May. In the agricultural markets, long grain positions held
during the third quarter incurred losses, as prices declined on news of
increasing supplies amid decreasing demand, returning previously recorded gains
in this sector.
For the nine months ended September 30, 1998, Spectrum Strategic's total
trading revenues, including interest income, were $8,334,074. Total expenses for
the nine months were $5,023,358, resulting in a net gain of $3,310,716. The
value of an individual Unit in Spectrum Strategic increased from $10.71 at
December 31, 1997 to $11.26 at September 30, 1998.
40
<PAGE>
From inception of trading in November 1994 through November 1998, the Net
Asset Value per Unit of Spectrum Strategic has increased by 12.4% (a compound
annualized return of 2.9%).
To enhance the foregoing comparison of operations from year to year,
prospective investors can examine, line by line, the Partnership's Statements of
Operations and Statements of Financial Condition.
Interest Income and Expenses
Interest income to Spectrum Strategic 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 the first nine months of
1998 when compared to the first nine months of 1997 due to the increased size of
its asset base.
Effective June 1, 1998, brokerage fees are charged at an annual rate of
7.25% of Net Assets. Prior to August 1, 1997, brokerage fees were charged at an
annual rate of 8.25% of Net Assets. From August 1, 1997 through May 31, 1998,
brokerage fees were charged at an annual rate of 7.65% of Net Assets. Brokerage
fees decreased in the first nine months of 1998 when compared to the first nine
months of 1997 because of the reductions in brokerage fees.
Spectrum Strategic is charged management fees at an annual rate of 4% of Net
Assets (except Stonebrook is compensated at an annual rate of 3% of Net Assets).
These fees were greater in the first nine months of 1998 when compared to the
first nine months of 1997 because of the increasing asset size of the
Partnership.
Incentive fees are paid monthly at a rate of 15% of each Trading Advisor's
net profits. Incentive fees were less in the first nine months of 1998 when
compared to the first nine months of 1997 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 "--Dean Witter Spectrum Select
L.P.--Financial Instruments-- General" on page 33, which discussion is equally
applicable to Spectrum Strategic.
1998 DATA. At September 30, 1998, open futures, options and forward
contracts were:
<TABLE>
<CAPTION>
Contract or
Notional Amount
-----------------
<S> <C>
$
(unaudited)
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase........................................................... 522,161,000
Commitments to Sell............................................................... 22,866,000
Options Written................................................................... 1,131,000
Commodity Futures:
Commitments to Purchase........................................................... 68,536,000
Commitments to Sell............................................................... 29,530,000
Options Written................................................................... 1,600,000
Foreign Futures:
Commitments to Purchase........................................................... 258,783,000
Commitments to Sell............................................................... 25,369,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase............................................................. --
Commitments to Sell................................................................. 1,350,000
</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.
41
<PAGE>
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 September 30, 1998, $7,003,461.
Of the $7,003,461 net unrealized gain on open contracts at September 30,
1998, $7,006,094 related to exchange-traded futures and options contracts and
$(2,633) related to off-exchange-traded forward currency contracts.
Exchange-traded futures contracts held by the Partnership at September 30,
1998 mature through December 1999. Off-exchange-traded forward currency
contracts held by the Partnership at September 30, 1998 mature through October
1998.
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 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 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.
These funds, in the aggregate, totalled $66,356,885 at September 30, 1998 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 nine months ended September 30, 1998, the average fair value of
financial instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
Assets Liabilities
---------------- --------------
<S> <C> <C>
$ $
(unaudited) (unaudited)
Exchange-Traded Contracts:
Financial Futures...................................................... 136,904,000 50,858,000
Options on Financial Futures........................................... 46,604,000 1,525,000
Commodity Futures...................................................... 45,908,000 16,688,000
Options on Commodity Futures........................................... 3,561,000 2,347,000
Foreign Futures........................................................ 233,789,000 21,643,000
Options on Foreign Futures............................................. 1,410,000 --
Off-Exchange-Traded Foreign Currency Contracts......................... 84,000 512,000
</TABLE>
Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.
Dean Witter Spectrum Global Balanced L.P.
Liquidity
See the discussion under "--Dean Witter Spectrum Select L.P.--Liquidity" on
page 31, which discussion is equally applicable to Spectrum Global Balanced.
42
<PAGE>
Capital Resources
See the discussion under "--Dean Witter Spectrum Select L.P.--Capital
Resources" on page 31, 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 the nine months
ended September 30, 1998, 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.
1995 RESULTS. Spectrum Global Balanced experienced a profitable year in
1995, as the stock and bond portions of the balanced portfolio were able to
profit from increasing U.S. stock index and bond futures prices. Additional
gains were recorded in the managed futures portion, as profits were recorded in
the global interest rate futures and currency markets during the year.
Traditional commodities experienced mixed results during the third and fourth
quarters within the managed futures portfolio, although energy markets proved
profitable in December as prices increased.
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 a net gain of $1,559,664. The value of an
individual Unit in Spectrum Global Balanced increased from $9.83 at December 31,
1994 to $12.07 at December 31, 1995.
1996 RESULTS. Spectrum Global Balanced experienced negative performance in
1996, primarily due to losses experienced in the managed futures portion of the
balanced portfolio early in the year. Such losses resulted from sharp trend
reversals in U.S. bond futures, interest rate futures, and currencies. In the
second half of the year, the Partnership offset some of those losses by
recording profits in the managed futures portion of the balanced portfolio. Such
profits resulted from gains in long positions in U.S. bond futures, global bond
futures, and stock index futures. Despite positive performance from U.S. stock
index futures during a majority of the year, a relatively light exposure to this
area relative to bond futures resulted in losses for the year.
For the year ended December 31, 1996, Spectrum Global Balanced's total
trading revenues, including interest income, were $893,626. Total expenses for
the year were $1,251,592, resulting in a net loss of $357,966. The value of an
individual Unit in Spectrum Global Balanced decreased from $12.07 at December
31, 1995 to $11.63 at December 31, 1996.
1997 RESULTS. Spectrum Global Balanced had a successful year in 1997 due
primarily to a strengthening in the value of the U.S. dollar relative to most
foreign currencies during the first quarter, as well as during December.
Additional gains were recorded from long positions in S&P 500 Index futures, as
U.S. equity prices continued to trend higher throughout a majority of the year,
and in Australian bond futures, as Australian bond prices trended higher during
the second and third quarters. The fixed income component of Spectrum Global
Balanced was also profitable, as U.S. Treasury note and Treasury bond futures
prices finished the year higher despite trendless pricing patterns and choppy
price movements throughout the first half of the year.
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 year 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.
43
<PAGE>
RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998. During the first nine
months of the year, Spectrum Global Balanced recorded a gain in Net Asset Value
per Unit. The most significant gains were recorded during the third quarter in
the global bond futures component of the balanced portfolio from long positions
in U.S. interest rate futures, particularly five-year Treasury note futures.
Additional gains in this sector were recorded from long European bond futures
positions during a majority of the first quarter, as well as during August and
September. The continuing worldwide economic and political instability created
an extremely positive environment for bond prices during the third quarter,
resulting in gains for the Partnership's long positions in such markets. The
stock index futures component contributed smaller gains from long S&P 500 index
futures positions, as domestic stock prices climbed to record highs during the
first and second quarters. Overall, trading results in the managed futures
component were mixed. Short corn and livestock futures positions produced
smaller profits, as prices fell in these markets during late August. Gains were
recorded during the first quarter from short crude oil futures positions, as oil
prices declined due to a reduction of tensions in the Middle East. A portion of
the Partnership's overall gains was offset by losses experienced in the soft
commodities and metals markets. Long cotton futures positions resulted in
losses, as cotton prices reversed lower during July on news of improved weather
conditions. Short positions in base metals futures early in the third quarter
proved unfavorable, as prices moved higher in July; long positions established
in response to such movement merely resulted in additional losses, as base
metals prices regained their downside momentum. Smaller year-to-date losses were
experienced in the currency markets primarily from transactions involving the
British pound, as its value moved without consistent direction relative to other
currencies.
For the nine months ended September 30, 1998, Spectrum Global Balanced's
total trading revenues, including interest income, were $4,967,882. Total
expenses for the nine months were $1,548,494, resulting in a net gain of
$3,419,388. The value of an individual Unit in Spectrum Global Balanced
increased from $13.75 at December 31, 1997 to $15.21 at September 30, 1998.
From inception of trading in November 1994 through November 1998, the Net
Asset Value per Unit of Spectrum Global Balanced has increased by 58.0% (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 Statements of
Operations and Statements 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 the
first nine months of 1998 when compared to the first nine months of 1997, due to
the increased size of its asset base.
Effective June 1, 1998, Spectrum Global Balanced's brokerage fees are
charged at an annual rate of 4.60% of Net Assets. Prior to August 1, 1997,
brokerage fees were charged at an annual rate of 5.50% of Net Assets. From
August 1, 1997 through May 31, 1998, brokerage fees were charged at an annual
rate of 4.90% of Net Assets. Brokerage fees increased in the first nine months
of 1998 when compared to the first nine months of 1997, because of the increased
asset size of the Partnership.
Spectrum Global Balanced is charged management fees at an annual rate of
1.25% of Net Assets. These fees were greater in the first nine months of 1998
when compared to the first nine months of 1997, because of the increased asset
size of the Partnership.
Incentive fees are paid monthly at a rate of 15% of the Trading Advisor's
net profits. Incentive fees were less in the first nine months of 1998 when
compared to the first nine months of 1997, as a result of the Trading Advisor's
reduced profitability from the previous year.
See "Selected Financial Data" and "Independent Auditors' Report and
Financial Statements of Dean Witter Spectrum Series" herein.
44
<PAGE>
Financial Instruments
GENERAL. See discussion under "--Dean Witter Spectrum Select
L.P.--Financial Instruments-- General" on page 33, which discussion is equally
applicable to Spectrum Global Balanced.
1998 DATA. At September 30, 1998, open futures, options and forward
contracts were:
<TABLE>
<CAPTION>
Contract or
Notional Amount
-----------------
<S> <C>
$
<CAPTION>
(unaudited)
<S> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase........................................................... 98,765,000
Commitments to Sell............................................................... 922,000
Commodity Futures:
Commitments to Purchase........................................................... 2,662,000
Commitments to Sell............................................................... 1,415,000
Foreign Futures:
Commitments to Purchase........................................................... 256,349,000
Commitments to Sell............................................................... 11,625,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase............................................................. 11,356,000
Commitments to Sell................................................................. 4,411,000
</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 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 September 30, 1998, $3,103,654.
Of the $3,103,654 net unrealized gain on open contracts at September 30,
1998, $2,613,331 related to exchange-traded futures contracts and $490,323
related to off-exchange-traded forward currency contracts.
Exchange-traded futures contracts held by the Partnership at September 30,
1998 mature through December 1998. Off-exchange-traded forward currency
contracts held by the Partnership at September 30, 1998 mature through December
1998.
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 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 are marked to market on
a daily basis, with variations in value settled on a daily basis. Each of DWR
and CFI 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 contracts, including an amount equal
to the net unrealized gain on all open futures contracts. These funds, in the
aggregate, totalled $39,251,132 at September 30, 1998 in the case of Spectrum
Global Balanced. 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).
45
<PAGE>
For the nine months ended September 30, 1998, the average fair value of
financial instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
Assets Liabilities
------------- -------------
$ $
<S> <C> <C>
(unaudited) (unaudited)
Exchange-Traded Contracts:
Financial Futures........................................................... 52,736,000 11,823,000
Options on Financial Futures................................................ -- 1,199,000
Commodity Futures........................................................... 1,154,000 3,540,000
Foreign Futures............................................................. 98,335,000 44,050,000
Off-Exchange-Traded Foreign Currency Contracts................................ 17,440,000 17,339,000
</TABLE>
Inflation has not been, and is not expected to be, a major factor in the
Partnership's operations.
CAPITALIZATION
The following table sets forth the capitalization of each Partnership as of
November 30, 1998 and the pro forma capitalization of each Partnership adjusted
to reflect (i) the proceeds (at the respective Net Asset Values of $23.52,
$15.21, $11.24 and $15.80 per Unit as of November 30, 1998) to Spectrum Select,
Spectrum Technical, Spectrum Strategic, and Spectrum Global Balanced from the
sale during the next 12 months of the approximately 5,442,659.165,
14,631,005.941, 4,294,984.744 and 4,501,955.537 unsold and newly registered
Units, respectively, and (ii) the capital contribution required of the General
Partner based on such capitalization of each Partnership. There will be no
difference insofar as sharing of profits and losses are concerned between Units
of Limited Partnership Interest and Units of General Partnership Interest.
<TABLE>
<CAPTION>
Pro Forma
------------
Amount to be
Amount Outstanding
Outstanding if
as of additional
November 30, Units are
1998 sold
------------ ------------
$ $
(unaudited)
<S> <C> <C>
Spectrum Select
Limited Partnership Interest (1).......................... 189,589,075 317,600,419
General Partnership Interest (2).......................... 3,129,814 3,208,086
Spectrum Technical
Limited Partnership Interest (1).......................... 235,787,412 458,325,012
General Partnership Interest (2).......................... 2,416,962 4,629,546
Spectrum Strategic
Limited Partnership Interest (1).......................... 66,434,445 114,710,074
General Partnership Interest (2).......................... 700,421 1,158,688
Spectrum Global Balanced
Limited Partnership Interest (1).......................... 43,828,635 114,959,532
General Partnership Interest (2).......................... 478,051 1,161,208
</TABLE>
- ---------
(1) Units are offered on a continuing basis at Monthly Closings for sale at a
price based on the Net Asset Value of a Unit as of the close of business on
the date of such Monthly Closing. The actual proceeds from such sales will
depend upon the Net Asset Value per Unit at the time of sale.
(2) The General Partner has agreed to contribute an additional amount in cash as
is necessary to make the General Partner's capital contribution at least
equal to the greater of (a) 1% of aggregate capital contributions to the
Partnership by all Partners (including the General Partner's contribution)
and (b) $25,000. Such additional contributions by the General Partner need
not exceed the amount described above and shall be evidenced by Units of
General Partnership Interest. Under certain conditions and where
modification will not adversely affect the interests of Limited Partners,
the General Partner's minimum investment requirements may be modified by the
General Partner at its option without notice to or the consent of the
Limited Partners.
46
<PAGE>
THE GENERAL PARTNER
The general partner and commodity pool operator of each Partnership is
Demeter Management Corporation, a Delaware corporation formed on August 18, 1977
to act as a commodity pool operator. 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., 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.
The General Partner is or has been the general partner and CPO for 29 other
commodity pools, including four other commodity pools which are exempt from
certain disclosure requirements pursuant to CFTC Rule 4.7. As of November 30,
1998, the General Partner had in excess of $1.3 billion in aggregate net assets
under management, making it one of the largest operators of managed futures
funds in the United States. As of November 30, 1998, there were approximately
100,000 investors in the commodity pools managed by Demeter.
Under each Partnership's Limited Partnership Agreement, 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 of its Partners (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." The General
Partner and its principals are not obligated to purchase Units but may do so.
In this connection, as reflected in MSDW's 1997 Annual Report and Form 10-Q
for the quarter ended August 31, 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 $13,642 million and total assets of
$360,929 million as of August 31, 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).
Directors and Officers of the General Partner
Mark J. Hawley, age 55, is Chairman of the Board and a Director of the
General Partner. Mr. Hawley is also Chairman of the Board and a Director of Dean
Witter Futures & Currency Management Inc. ("DWFCM"). Mr. Hawley joined DWR in
February 1989 as Senior Vice President and is currently the Executive Vice
President and Director of DWR's Product Management for Individual Asset
Management. In this capacity, Mr. Hawley is responsible for directing the
activities of the firm's Managed Futures, Insurance, and Unit Investment Trust
Business. From 1978 to 1989, Mr. Hawley was a member of the senior management
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public futures funds. From 1972 to 1978, Mr. Hawley was a Vice
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.
Robert E. Murray, age 37, is President and a Director of the General
Partner. Mr. Murray is also President and a Director of DWFCM. Mr. Murray is
currently a Senior Vice President of DWR's Managed Futures Department. Mr.
Murray began his career at DWR in 1984 and is currently the Director of the
Managed Futures Department. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the firm's Managed Futures Department. Mr. Murray
currently serves as a Director of the Managed Funds
47
<PAGE>
Association, an industry association for investment professionals in futures,
hedge funds and other alternative investments. Mr. Murray graduated from Geneseo
State University in May 1983 with a B.A. degree in Finance.
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 56, 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.
Lewis A. Raibley, III, age 36, is Vice President, Chief Financial Officer,
and a Director of the General Partner. Mr. Raibley is also a Director of DWFCM.
Mr. Raibley is currently Senior Vice President and Controller in the Individual
Asset Management Group of MSDW. From July 1997 to May 1998, Mr. Raibley served
as Senior Vice President and Director in the Internal Reporting Department of
MSDW and prior to that, from 1992 to 1997, he served as Senior Vice President
and Director in the Financial Reporting and Policy Division of Dean Witter
Discover & Co. ("DWD"). He has been with DWD and its affiliates since June 1986.
As of the date of this Prospectus, Mark J. Hawley, President and a Director
of the General Partner, owned 2,000 Units of Spectrum Select, which amount is
less than 1% of the outstanding Units of that 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.
48
<PAGE>
THE TRADING ADVISORS
Management Agreements
Each Trading Advisor has entered into a Management Agreement with a
Partnership and the General Partner. Each Management Agreement provides the
Trading Advisor with the authority and responsibility for directing the
investment and reinvestment in futures interests of the Partnership's assets
allocated to such Trading Advisor. The Management Agreement with each Trading
Advisor for Spectrum Technical, Spectrum Strategic (except Stonebrook), and
Spectrum Global Balanced expires in November 1999. The Management Agreement with
Stonebrook expires in June 2000. The Management Agreement with each Trading
Advisor for Spectrum Select expires in May 2000. Unless terminated by notice
from the Trading Advisor at least 30 days prior to the expiration of the
respective Management Agreement, each Agreement automatically renews for
additional one-year terms.
Each Management Agreement will terminate if the Partnership terminates, and
may be terminated by the Partnership at any time without penalty 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 in the Management Agreement.
Introduction to Trading Advisor Descriptions
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. However,
in evaluating these descriptions, an investor should be aware that the Trading
Advisors' trading methods are proprietary and confidential, the Trading Advisors
selected for a Partnership may change over time, and even if the same Trading
Advisors continue to trade for a Partnership, they may make substantial
modifications to their trading programs.
The following descriptions of the Trading Advisors, their trading programs
and their 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 that did not choose to
make specific reference to these aspects of their own trading programs. As a
consequence, contrasts in the following descriptions may not, in fact, indicate
a substantive difference between the different programs involved. 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.
None of the Trading Advisors is affiliated with the General Partner, DWR,
CFI or any other Trading Advisor.
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.
Dean Witter Spectrum Select L.P.
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.,
Rabar Market Research, Inc. and Sunrise Capital Management, Inc. A description
of each Trading Advisor and its principals and trading programs is presented
below.
49
<PAGE>
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 EMCheld 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.
Ms. Elizabeth A. Cheval is the Chairman, sole principal, 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.
At this time, neither EMC nor Ms. Cheval trades for its or her own account,
but each reserves the right to do so in the future. If either EMC or Ms. Cheval
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 a commodity pool for which EMC is a
trading advisor.
THE EMC TRADING PROGRAMS
EMC currently trades for Spectrum Select using its Classic Program. In the
near future, EMC intends to trade a portion of the assets for Spectrum Select
allocated to it pursuant to EMC's New Program. The exact nature of EMC's
investment programs is proprietary and confidential. The following descriptions
of the Classic Program and New Program are of necessity general and are not
intended to be exhaustive.
EMC's investment strategies are technical rather than fundamental in nature,
I.E., they are 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.
EMC's investment strategies used in each program are trend-following in that
initiations and liquidations 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.
In both programs EMC employs an investment strategy which utilizes a blend
of systems (or, in other words, a number of systems simultaneously). The
strategies are diversified in that each program follows a number of futures
interests and often invests in more than ten at one time.
The specific types of futures interests, including but not limited to
futures contracts, options on futures contracts, forward contracts and cash
commodities to be traded through both programs will vary from time to time.
Examples of futures interests for which contracts are traded by EMC include, but
are not necessarily limited to, precious and base metals, U.S. and foreign
financial instruments, 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 also may trade 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."
As of November 30, 1998, EMC was managing approximately $68.1 million of
client assets pursuant to its Classic Program and approximately $70.8 million in
all of its programs (notional funds included).
50
<PAGE>
The futures interest contracts in both programs typically 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 strategies, but rather are to be expected under the EMC programs.
Prospective investors must, therefore, be prepared to withstand these periods of
unprofitable trading.
COMPARISON OF PROGRAMS
As noted above, the Classic Program and the New Program share some common
elements. Each program utilizes a diversified technical trend-following approach
and invests in a number of global markets. Each program also utilizes a blend of
systems and employs proprietary money management principles designed to control
risk within the portfolio.
The programs do, however, differ from one another in a number of significant
respects. First, the blend of systems utilized in the Classic Program generally
invests more aggressively than the blend utilized in the New Program. Second,
the New Program may make use of countertrend elements more frequently than the
Classic Program. Also of significance is the fact that the degree of leverage
utilized in the Classic Program is typically higher than in the New Program, and
the specific money management principles employed may also differ.
The differences between the programs described above were implemented with a
view toward achieving a higher potential return, higher potential drawdown and
higher volatility profile in the Classic Program over the long run, as compared
to a lower return, lower drawdown and lower volatility profile for the New
Program over the long run. Of course, in part because past performance is not
necessarily indicative of future results, there can be no assurance that the
programs will perform in this manner either on a relative or absolute basis.
2. Rabar Market Research, Inc.
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. 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 Market Research,
Inc. in January 1989. The business address of Rabar is 10 Bank Street, Suite
830, White Plains, New York 10606-1933.
51
<PAGE>
The principals of Rabar are as follows:
Paul Rabar is the President of Rabar. He 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.
Jeffrey Izenman is the Executive Vice President of Rabar, joining the firm
in that capacity in November 1998. Prior to that, from September 1994 through
October 1998, he was the President of EMC where he was responsible for business
development, client relations and various administrative and operational aspects
of the firm. From January 1995 through December 1998, Mr. Izenman was also a
member of the Board of Directors of the Managed Funds Association and was a
member of the Association's executive committee for three years from 1996
through 1998. Mr. Izenman is also a member of the Business Conduct Committee of
the National Futures Association. 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 Rabar) 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.
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 Rabar, Mr.
Rabar and Mr. Izenman may in the future, invest in commodity pools that are
advised by Rabar. Certain of these pools may be beneficially owned solely or
primarily by Mr. Rabar.
Rabar does not currently trade an account for itself, and Mr. Izenman does
not currently trade an account for himself, but either 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,
Mr. Rabar's and Mr. Izenman's personal trading will not be open to inspection by
Limited Partners.
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 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. As of November 30, 1998 Rabar was managing approximately $209
million of client assets pursuant to its trading program (notional funds
included).
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.
52
<PAGE>
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
Mr. Rabar.
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 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.
53
<PAGE>
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 an associate professor at the University of California, San Diego
School of Medicine, 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 retired in September 1997 as a
Professor of Radiology 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 Laufik 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.
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.
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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), crude
oil, and natural gas 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. As of November 30, 1998 Sunrise was managing
approximately $66.9 million of client assets pursuant to its CIMCO Portfolio and
approximately $460 million of client assets in all of its programs.
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, Dr. Forrest, and/or 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.
Trend-following trading systems, such as those employed by Sunrise, will
seldom effect market entry or exit at the most favorable price in the particular
market trend. Rather, this type of trading system seeks to close out losing
positions quickly and to hold portions of profitable positions for as long as
the trading system determines that the particular market trend continues to
offer reasonable profit potential. 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.
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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.
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.,
Chesapeake Capital Corporation, and John W. Henry & Company, Inc. 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.
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 majority 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.
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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, Institutional Brokerage Corp., a floor broker;
President, Institutional Advisory Corp., a CTA and CPO; President, F&G
Management, Inc., a CTA; President, 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, Mr. Hu
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 teaching, he also
wrote and published a book with MIT Press, NEURAL
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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. 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.
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 written procedures that govern
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. As of November 30,
1998, Campbell was managing approximately $1.1 billion of client assets pursuant
to the Financial Metals & Energy Portfolio and approximately $1.3 billion in all
of its programs.
Campbell makes trading decisions using proprietary computerized trading
models, which analyze market price changes. There can be no assurance that the
trading models will produce results similar to those produced in the past.
Campbell's trading models are designed to detect and exploit medium-term to
long-term price trends, and also to apply proven risk management and portfolio
management principles. The concepts on which the trading models are based were
originally developed in 1976 and 1980, but since that time they have continued
to evolve as a result of Campbell's continuing commitment to creative research.
Campbell believes that utilizing multiple trading models for the same client
account provides diversification, and is most beneficial when numerous contracts
of each commodity are traded. Five trend-following trading models and a sixth
model that sometimes trades with the trend and sometimes trades against the
trend are presently used. More or fewer trading models may be used in the
future. Every trading model does not trade every market. The trading models are
primarily different in their sensitivity to price action. One model, for
example, may establish a position relatively quickly and risk a comparatively
small amount of capital, while another model may establish a position less
quickly and risk more capital. The models may also vary as to the time or price
at which the transactions determined by them are signaled. For example, one
model may establish a position at any time during the day after a price level
has been reached, while another may establish a position only at the opening or
closing of the market on the same day. It is possible that one model may
establish a long position while another model establishes a short position in
the same market. Since it is unlikely that both positions would prove
profitable, in retrospect one or both trades will appear to have been
unnecessary. It is Campbell's policy to follow trades signaled by each model
independent of what the other models may be recommending.
Over the course of a long-term trend, there are times when the risk of the
market does not appear to be justified by the potential reward. In such
circumstances some of Campbell's trading models may exit
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the position 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 portion of a
trend), our research indicates that this is well compensated for by decreased
volatility of performance.
Campbell expects to develop additional trading models and to modify models
currently in use and to employ such models. The models currently in use by
Campbell may be eliminated from use if Campbell ever believes such action is
warranted.
While Campbell normally follows a disciplined systematic approach to
trading, on occasion it may override the signals generated by the models. Such
modifications may not necessarily be beneficial to the results achieved.
Campbell applies a portfolio management strategy to measure and manage
overall portfolio risk. This strategy includes portfolio structure, balance,
capital allocation, and risk limitation. One objective of portfolio management
is to determine periods of relatively high and low portfolio risk, and when such
points are reached, the firm may reduce or increase position size accordingly.
It is possible, however, that during periods of reduction in position size the
return that would have been realized had the account been fully invested would
be reduced.
2. Chesapeake Capital Corporation
Chesapeake was incorporated under the laws of the Commonwealth of Virginia
in February 1988 for the purpose of offering advisory and portfolio management
services to both retail and institutional 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 has also been a member of the NFA since June 20,1988.
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.
The principals of Chesapeake are as follows:
Mr. R. Jerry Parker, Jr., received a Bachelor of Science degree 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 Bachelor of Science 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 marketing efforts of the company. Mr. Hoade is
President, Secretary, and a Principal of Chesapeake.
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 PROGRAMS
Prior to June 1, 1998, the assets allocated to Chesapeake were traded
pursuant to its Diversified Program and its Financial and Metals Program. Since
June 1, 1998, the assets of the Partnership allocated to Chesapeake have been
traded pursuant to its Diversified 2XL Program. The Diversified 2XL Program
emphasizes a maximum range of diversification with a global portfolio of futures
interests contracts, including, but not limited to, agricultural products,
precious and industrial metals, currencies, financial
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instruments, and stock, financial and economic indices. As used herein, "futures
interest contracts" includes commodities, commodity futures contracts, options
on futures contracts and commodities, spot and forward currency contracts and
swap contracts traded in U.S. and non-U.S. markets. 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 broadly offered by Chesapeake are the
"Diversified Program," and the "Diversified 2XL 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, the
various past and present Trading Programs differ and have differed in their
emphasis on certain markets or market sectors and the exclusion of others and/or
their use of leverage. 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.
As of November 30, 1998, Chesapeake was managing approximately $158 million
of customer funds in the Diversified 2XL Program ("notional funds" excluded) and
approximately $945 million of client assets in all of its programs ("notional
funds" excluded).
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 proprietary 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" to attempt to determine
optimal support and resistance levels and entry and exit points in the various
markets. To determine the overall technical condition of the market 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
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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.
Chesapeake believes that a long-term commitment to its Trading Programs is
necessary for profitable trading. Chesapeake will attempt to take a limited
number of positions over the long-term to capture major price movements while
limiting downside risk on open portions. Clients (such as the Partnership) must
give the markets ample time to develop the type of trends on which Chesapeake's
systems can capitalize in order to have a reasonable chance for their investment
to be successful.
Exchanges on which transactions will take place will include, but are not
limited to, all exchanges in the United States, as well as non-U.S. exchanges
which include but are not limited to the Belgian Futures and Options Exchange
(BELFOX), the London International Financial Futures and Options Exchange Ltd.
(LIFFE), the International Petroleum Exchange of London Ltd., the London Metal
Exchange, the London Commodity Exchange (LCE), the Italian Derivatives Market
(IDEM), the Marche a Terme International de France (MATIF), the Mercado Espanol
de Futuros Financieros (MEFFSA), the Deutsche Terminborse, the Hong Kong Futures
Exchange Ltd., the Montreal Exchange (ME), the Tokyo Commodity Exchange, the
Tokyo International Financial Futures Exchange (TIFFE), the Tokyo Stock Exchange
(TSE), the Singapore International Monetary Exchange (SIMEX), the Sydney Futures
Exchange Ltd., the Swiss Options and Financial Futures Exchange (SOFFEX) and the
Winnipeg Commodity Exchange. In addition, Chesapeake continually monitors
numerous markets, both U.S. and non-U.S., and may initiate trades at any point
the research determines that a market is sufficiently liquid and tradeable using
the methods employed by Chesapeake.
Chesapeake engages in transactions in physical commodities, including
exchange of futures for physicals transactions ("EFP"). An EFP is a transaction
permitted under the rules of many futures exchanges in which two parties
exchange a cash market position for a futures market position (or vice versa)
without making an open, competitive trade on the exchange. The prices at which
such transactions are executed are negotiated between the parties.
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 Diversified 2XL Program
generally trades at approximately double the Diversified Program level.
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.
Programs that exclude or emphasize certain markets will, of course, perform
differently than programs utilizing different markets. On programs that differ
in terms of leverage only (e.g., Diversified Program and Diversified 2XL
Program), Chesapeake attempts to manage accounts in such programs such that the
returns (positive or negative) are a multiple of each other raised on the
leverage differential (e.g., the Diversified 2XL Program returns are intended to
be approximately double that of the Diversified Program). However, differences
in the timing of additions and withdrawals and other factors can impact,
sometimes significantly, such relationships. Accordingly, one program may at
times underperform or overperform the anticipated multiple or fraction of a
differently leveraged program.
Decisions concerning the liquidation of positions, the futures interests
contracts 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 contracts due to lack of liquidity, excess
volatility or for 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.
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3. John W. Henry & Company, Inc. (JWH-Registered Trademark-)
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. 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. In
addition, JWH's affiliates Westport Capital Management Corporation and Global
Capital Management Limited are CPOs, JWH Investment Management, Inc. is a CTA
and CPO, JWH Asset Management, Inc. is a CTA and CPO, and JWH Financial
Products, Inc. is a CTA and CPO. "JWH" is the registered trademark of John W.
Henry & Company, Inc.
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 investor 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 currently serves on the Board of Directors of the Futures Industry
Association. He 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. He has also
served 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 from August 1983 to December
1993. He has also served as General Counsel of NAFTA and General Counsel of the
Managed Futures Association. Mr. Mitchell is currently a member of the NFA
CPO/CTA Advisor Advisory Committee. In addition, he has served as a member of
the Special Committee for the Review of a Multi-tiered Regulatory Approach to
NFA Rules, 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 received an A.B. with honors from Dartmouth
College and a J.D. from the University of California at Los Angeles, where he
was named to the Order of the Coif, the national legal honorary society.
Mr. Verne O. Sedlacek is the president and chief operating officer and a
member of the JWH Investment Policy Committee. He is responsible for the
day-to-day management of the firm. Mr. Sedlacek is also president and director
of Westport Capital Management Corporation and Global Capital
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Management Limited. Prior to joining JWH in July 1998, he was the executive vice
president and chief financial officer of Harvard Management Company, Inc., a
wholly owned subsidiary of Harvard University which, at the time of his
departure, managed approximately $14 billion of University related funds. At
Harvard Management Company, he was responsible for managing the areas of
personnel, budgets, systems, performance analysis, contracts, credit,
compliance, custody, operations, cash management, securities lending and market
risk evaluation; he joined Harvard Management in March 1983.
Mr. Sedlacek currently serves on the Boards of Directors of the FIA and the
Chicago Mercantile Exchange, and is a member of the Global Markets Advisory
Committee of the CFTC. He received an A.B. in Economics from Princeton
University, and a M.B.A. in Accounting from New York University and was
certified as a C.P.A. by the State of New York in 1978.
Mr. E. Lyndon Tefft is a senior vice president and the chief financial
officer. He is also the treasurer of Westport Capital Management Corporation.
Prior to joining JWH in October 1998, Mr. Tefft was the Director of MIS and a
vice president at Harvard Management Company, Inc. where he was responsible for
directing the design, development, and operation of global equity, bond, and
derivative trading, accounting, and settlement systems beginning in May 1994.
Mr. Tefft was the director of the Office of Financial Systems (controller) at
Harvard University from July 1983 to April 1994. He was responsible for the
University's centralized controllership, financial reporting, debt
management,and financial operations. Mr. Tefft received a B.S. in Industrial
Management from Purdue University, and an M.B.A. from Wharton School of Business
at the University of Pennsylvania.
Dr. Mark S. Rzepczynski is a senior vice president, research and trading and
a member of the JWH Investment Policy Committee. Prior to joining JWH in May
1998, he was vice president and director of taxable credit and quantitative
research in the fixed income division of Fidelity Management and Research from
May 1995 to April 1998, where he oversaw credit and quantitative research
recommendations for all Fidelity taxable fixed income funds. From April 1993 to
April 1995, he was a portfolio manager and director of research for CSI Asset
Management, Inc., a fixed-income money management subsidiary of Prudential
Insurance. Dr. Rzepczynski has a B.A. (Cum Laude) Honors in Economics from
Loyola University of Chicago, and an A.M. and Ph.D. in Economics from Brown
University.
Ms. Elizabeth A.M. Kenton is a senior vice president, compliance. She is
also a senior vice president of JWH Investment Management, Inc., a vice
president of JWH Asset Management, Inc., and JWH Financial Products, Inc., and a
director of Westport Capital Management Corporation and Global Capital
Management Limited. Since joining JWH in March 1989, Ms. Kenton has held
positions of increasing responsibility in research and development,
administration and regulatory compliance. Ms. Kenton received a B.S. in Finance
from Ithaca College.
Mr. David M. Kozak is a senior vice president, general counsel and secretary
to the corporation. He is also secretary of JWH Investment Management, Inc., JWH
Asset Management Inc., and JWH Financial Products, Inc. and director and
secretary of Westport Capital Management Corporation. Prior to joining JWH in
September 1995, he had been a partner at the law firm of Chapman and Cutler from
1989 and an associate from September 1983. In his practice there he concentrated
in commodity futures law with an emphasis on commodity money management.
Mr. Kozak is currently the secretary and a director of the MFA and is a
member of that organization's Executive and Government Relations Committees. He
is also a member of the Special Committee on CPO/ CTA Disclosure Issues and the
Special Committee for the Review of Multi-tiered Regulatory Approach to NFA
Rules, both of the NFA. Mr. Kozak is chairman of the subcommittee on CTA and CPO
Issues of the Futures Regulation Committee of the Association of the Bar of the
City of New York. 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 a senior vice president, proprietary trading and a
member of the JWH Investment Policy Committee. He is responsible for the
implementation and oversight of the firm's proprietary strategies and
investments. 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.
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Mr. Matt Driscoll is a vice president, chief trader and a member of the JWH
Investment Policy Committee. 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 the 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; he has played a major
role in the development of JWH's 24-hour trading operation. In 1993, Mr.
Driscoll was promoted to manager of JWH's overseas trading desk. He attended
Pace University.
Mr. Christopher E. Deakins is a vice president, investor services,
responsible for general business development and the oversight of the investor
services function. He is also president of JWH Investment Management, Inc. Prior
to joining JWH in August 1995, he was a vice president of national sales and a
member of the management team at RXR Capital Management, Inc. (RXR), where he
was responsible for business development, institutional sales, and broker-dealer
support from August 1986 to July 1995. Currently he serves on the Institutional
Money Management Advisory Committee of the New York Mercantile Exchange. Mr.
Deakins 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.
Ms. Nancy O. Fox, C.P.A., is a vice president, investment support,
responsible for the day-to-day management of the investment support department,
including all aspects of operations and performance reporting. Ms. Fox is also a
director of Global Capital Management Limited. Since joining JWH in January
1992, Ms. Fox has held positions of increasing responsibility in the area of
accounting and investment support. She is a member of the AICPA and the New
Jersey Society of C.P.A.s. Ms. Fox 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 a vice president, senior strategist and a member
of the JWH Investment Policy Committee. He is also president of JWH Asset
Management, Inc. and JWH Financial Products, Inc., and a vice president of
Westport Capital Management Corporation. He joined JWH in March of 1992. Mr.
Staniewicz received a B.A. in Economics from Cornell University.
Mr. Paul D. Braica, C.P.A. is a vice president, analytics. 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 tax manager from
July 1986 to September 1993. He was the director of fund accounting for
Organizer Systems, Inc., from October 1993 to November 1994. Mr. Braica received
a B.A. in Economics from Gettysburg College, an M.B.A. from Rutgers University,
and an M.S. in Taxation from Seton Hall University.
Mr. Kevin J. Treacy, F.C.A., is a vice president, corporate finance. He is
also the treasurer of JWH Asset Management, Inc. and JWH Investment Management,
Inc. Prior to joining JWH in September 1997, Mr. Treacy was the chief financial
officer from August 1993 to August 1997 of Kenmar Advisory Corp. ("Kenmar"), a
registered CPO. While at Kenmar, he was also a principal of multiple Kenmar
affiliates which were registered as CTAs, CPOs and a broker-dealer and was
responsible for corporate finance and administration for the firm and its
affiliates. Mr. Treacy is a member of the board of the Financial Management
Division of the FIA. He received a Bachelor of Commerce and Masters in
Accounting from University College, Dublin and is a member of the Institute of
Chartered Accountants in Ireland.
Ms. Florence Y. Sofer is a vice president, marketing, responsible for the
development and implementation of strategic marketing and communication
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. Ms. Sofer received a 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.
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Mr. William G. Kelley is a vice president, international, responsible for
business development and investor services support for institutions, banks and
family offices outside of the United States. He is also a vice president of
Westport Capital Management Corporation. Prior to joining JWH in September 1996,
Mr. Kelley was the director of sales for Clearwater Funds, a fund of funds, from
March 1995 to July 1996. He was a sales executive for The RXR Group from June
1994 to March 1995 prior to joining Clearwater. He also served as a vice
president and director of marketing for Signet Strategic Capital from December
1992 to June 1994. Mr. Kelley received a B.A. in Economics from Boston College.
The following is a list of additional JWH principals: Mr. Andrew D. Willard
is vice president, information technology; and Mr. Robert B. Lendrim is vice
president, investor services.
JWH INVESTMENT PHILOSOPHY AND METHODOLOGY
The JWH investment philosophy is based on the premise that market prices,
rather than market fundamentals, are the key sources of information necessary to
make an investment decision. The firm maintains that changes in market prices
reflect human reactions to new or emerging information or events and that prices
eventually reflect all relevant information. This process takes time, however,
since human reactions to changing market dynamics initially may be inefficient;
that is, investors may not react immediately to information because of differing
abilities to process and evaluate data, differing levels of risk tolerance, or
uncertainty. The resulting gradual price adjustments manifest themselves in
long-term trends which, themselves, can influence the course of events and from
which profit opportunities can arise. JWH believes that such market
inefficiencies can be exploited through a combination of trend detection and
risk management and that systematic risk taking may be rewarded, as markets
attempt to adjust to a new price equilibrium, reflecting all relevant
information.
There is strong economic and statistical evidence to suggest that trends do
exist in most markets although they may be difficult to identify. Since the
firm's founding, JWH has employed analytical methodologies to identify
intermediate to long-term trends. Comprehensive research undertaken by the
firm's founder, John W. Henry, led to the development of quantitative models.
JWH's computer models examine market data for relationships among movements in
prices, looking for systematic price behavior which will characterize a trend.
When price trends are identified, the JWH trading system generates buy and sell
signals for the implementation of trades. The application of these buy and sell
signals is one of the most important aspects of JWH's investment process.
JWH attempts to control risk in all aspects of the investment process--from
confirmation of a trend to determining the optimal exposure in a given market,
to money management issues such as the startup or upgrade of investor accounts.
JWH's research on these and other issues has resulted in program modifications
from time to time that have decreased from previous levels the overall
volatility of its programs while maintaining the potential for generating
attractive performance returns.
The Investment Policy Committee (IPC) is one vehicle for decision-making at
JWH about the content and application of JWH investment programs. The IPC is a
senior-level advisory group, broadly responsible for evaluating and overseeing
the firm's trading policies. The IPC provides a forum for collective development
and implementation of investment policies. The IPC meets periodically to discuss
issues relating to implementation of the firm's investment process and its
application to markets, including research on new investments and strategies in
relation to the trading models JWH employs. Typical issues analyzed by the IPC
include liquidity, position size, capacity, performance cycles, and new product
and market strategies. The IPC also examines regularly the impact of changing
market conditions on the firm's strategic allocation program, a multi-program
trading strategy which is currently part of an exclusivity arrangement with one
fund manager. Composition of the IPC, and participation in its discussions and
decisions by non-members, may vary over time. All recommendations of the IPC are
subject to final approval by the chairman. The IPC does not make day-to-day
trading decisions.
THE JWH-REGISTERED TRADEMARK- INVESTMENT PROGRAMS
JWH and its affiliates have developed a variety of products for its growing
client base, both international and domestic. JWH offers three types of
investment programs; broadly diversified, financial, and foreign exchange. JWH
utilizes the Original Investment Program (broadly diversified) and the Financial
and Metals Portfolio (financial) for the Partnership.
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THE ORIGINAL INVESTMENT PROGRAM. The Original Investment Program seeks to
capitalize on long-term trends in broad spectrum of world wide financial and
nonfinancial markets. The Program always maintains a position--long or short--in
every market traded. Historically, it has had a low statistical correlation to
the S&P 500.
In 1992, a broad research effort was initiated to enhance the risk-reward
ratios of the Original Investment Program, without changing its fundamental
trading approach. Except for the removal of a few markets traded, the program
had remained virtually unchanged from its inception in 1982 through the middle
of 1992. After extensive testing, a number of strategic adjustments were made
beginning in July 1992: global markets were added; sector allocations were
shifted, with greater weighting given to financial markets; some contracts which
had become too illiquid to support sizeable assets were eliminated; and overall
position size relative to account equity was reduced. The quantitative model
underlying the program was not changed. Today, the Original Investment Program
is one of JWH's largest and best-performing programs, manifesting lower
volatility since 1992.
THE FINANCIAL AND METALS PORTFOLIO. The Financial and Metals Portfolio
seeks to identify and capitalize on intermediate and long-term price movements
in global financial and precious metals markets. 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. Historically, the
program has had a low statistical correlation to the S&P 500.
Currency positions are traded primarily in the interbank market and
occasionally on futures exchanges, and may be held both as outrights--positions
taken in foreign currencies versus the U.S. dollar--and as cross rates--foreign
currencies against each other.
As of November 30, 1998, JWH was managing approximately $350 million of
client assets pursuant to its Original Investment Program, approximately $1.1
billion of client assets pursuant to its Financial and Metals Portfolio, and
approximately $2.2 billion in all of its programs.
JWH INVESTMENT POLICIES
COMMENCEMENT OF TRADING. Each new account will encounter a startup period
during which it may incur certain risks related to the initial investment of
assets. For instance, an account may commence trading following sustained moves
in a number of markets which are subsequently retraced after the account enters
the market. In addition, the startup period represents special risks because the
level of diversification may be lower than in an older account with a fully
committed portfolio.
In an effort to manage such risk, JWH has developed procedures governing the
appropriate timing for the commencement of trading and the appropriate means of
moving toward full portfolio commitment for new accounts. JWH, at its
discretion, may delay the actual start of trading for an account for an extended
period of time or adjust position size in relation to account equity in certain
markets or in an entire program. The firm may also invest a new account more
slowly than it would a more mature account. These procedures may be modified
from time to time, and no assurance is given that they will be successful in
moving an account toward full portfolio commitment without substantial losses
which might have been avoided, or foregoing substantial profits which might have
been achieved, by other means of initiating investment in the markets.
DURATION OF POSITIONS HELD. 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. Therefore, profitable positions are allowed to mature; positions held for
two to four months are not unusual, and positions have been held for more than
one year. Losing positions are generally pared relatively quickly, with most
closing within a few days or weeks. However, if the JWH system detects a
profitable underlying trend, a losing position may be retained in order to
capture the potential benefits of participating in that trend. Throughout the
investment process, risk controls designed to reduce the possibility of an
extraordinary loss in any one market are maintained.
DISCRETIONARY ASPECTS. 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.
This could occur, for example, when JWH determines that markets are illiquid or
erratic, such as may occur cyclically during holiday seasons, or on the basis of
irregularly occurring
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market events. Subjective aspects of JWH's quantitative models also include the
determination of position size in relation to account equity, timing of
commencement of trading an account, contracts and contract months traded, and
effective trade execution.
PROGRAM MODIFICATIONS. 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. While the basic
philosophy underlying the firm's investment 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; this
may occur, for example, when the testing of a different methodology has
indicated that its use might have resulted in different historical performance.
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 position size in
relation to account equity. However, most investment programs maintain a
consistent portfolio composition to allow opportunities in as many major market
trends as possible. In total, JWH participates in over 60 markets, encompassing
interest rates, foreign exchange, and commodities such as agricultural products,
energy and precious metals.
All cash in a JWH investment program is available to be used to trade in a
JWH program, although the amounts committed to margin will vary from time to
time. As capital in each JWH program increases, additional emphasis and
weighting may be placed on certain markets which historically have demonstrated
the greatest liquidity and profitability. Furthermore, the weighting of capital
committed to various markets in the investment programs is dynamic, and JWH may
vary the weighting at its discretion as market conditions, liquidity, position
limit considerations and other factors warrant. Investors generally will not be
informed of such changes.
POSITION SIZE. Adjustments in position size in relation to account equity
have been and continue to be an integral part of JWH's investment strategy. At
its discretion, JWH may adjust the size of a position in relation to equity in
the account that is taken in certain markets or entire programs. Such
adjustments may be made at certain times for some programs but not for others.
Factors which may affect the decision to adjust the size of a position in
relation to account equity include ongoing research, program volatility, current
market volatility, risk exposure, and subjective judgment, and evaluation of
these and other general market conditions. Such decisions to change the size of
a position may positively or negatively affect performance and will alter risk
exposure for an account. Adjustments in position size relative to account equity
may lead to greater profits or losses, more frequent and larger margin calls,
and greater brokerage expense. No assurance is given that such adjustments will
be to the financial advantage of JWH clients. JWH reserves the right to alter,
at its sole discretion and without notification to clients, its policy regarding
adjustments in position size relative to account equity.
ADDITION, REDEMPTION AND REALLOCATION OF CAPITAL FOR COMMODITY POOL OR FUND
ACCOUNTS. JWH has developed the following procedures for 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 the month or quarter. In addition, funds may reallocate
capital among advisors at the close of business on the last business day of the
month. In order to provide market exposure commensurate with equity in the JWH
account on the date of these transactions, JWH may, at its sole discretion,
adjust its investment of the assets associated with the addition, redemption and
reallocation of capital as near as possible to the close of business on the last
business day of the month to reflect the amount then available for trading. 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
variations in NAVs that could occur as a result of inter-day price changes if,
for example, additions were calculated on the first day of the subsequent month.
Therefore, JWH requests all fund managers to notify JWH three days in advance of
month-end modifications.
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 at 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.
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PHYSICAL AND CASH COMMODITIES. JWH may from time to time trade in physical
or cash commodities for immediate or deferred delivery, including specifically
gold bullion, as well as futures, options, and forward contracts when it
believes that cash markets offer comparable or superior market liquidity or
ability to execute transactions at a single price. Cash 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 daily price movements of
cash or forward contracts transacted through banks, brokerage firms, or
government dealers, and those entities are not required to continue to make
markets in any commodity. In addition, the CFTC does not comprehensively
regulate cash transactions, which are subject to the risk of those entities'
failure or inability of refusal to perform with respect to such contracts.
LEGAL 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. 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 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 was essentially alleged to have aided and abetted or
directly participated with DWR in those practices. JWH was dismissed as a
defendant without prejudice pursuant to a tolling agreement with the plaintiffs
that was executed in January 1999.
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 investor positions due to testing a
new quantitative model or program, a neutral allocation system, and/or trading
pursuant to individual discretionary methods; on occasion, their orders may
receive better fills than investor accounts. Records for these accounts will not
be made available to investors.
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.
Dean Witter Spectrum Strategic L.P.
Spectrum Strategic seeks as its investment objective to achieve capital
appreciation by allocating its assets to Trading Advisors whose trading
approaches are primarily discretionary in nature, and employ both fundamental
methodologies, such as evaluating supply and demand levels as well as other
economic and political indicators, and technical analysis, in their trading
programs.
The Trading Advisors for Spectrum Strategic are Blenheim Investments, Inc.,
Stonebrook Capital Management, Inc., and Willowbridge Associates Inc. A
description of each Trading Advisor and its principals and trading programs is
presented below.
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.
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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.) 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., a trading and consulting company in the
futures and physicals markets. Tricon was registered as a CTA in October 1988,
and as a CPO in February 1989. These registrations were terminated in November
1994. Mr. Kooyker continues to serve as Chairman of Tricon's parent company,
Tricon Holding Company, Ltd. Since January, 1989, Mr. Kooyker has devoted
substantial attention to the activities of Blenheim. Mr. Kooyker has been a
member of the N.Y. Coffee, Sugar and Cocoa Exchange and the New York Mercantile
Exchange. Mr. Kooyker is registered as a Principal and AP of Blenheim. Mr.
Kooyker has been trading commodity accounts since 1964.
Mr. Kooyker is a majority owner of Derivatives Portfolio Management, LLC.
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 25, 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. and Gauss
Mathematical Corp. 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. Gauss, a N.J. corporation, develops and leases commodity trading systems.
Gauss is registered with the CFTC as a CTA effective August 26, 1998. Mr.
Kooyker is a principal of Gauss.
Guy J. Castranova, has been the Secretary of Blenheim and Gauss since their
inception. Mr. Castranova is an Executive Vice President and Chief Operating
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 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.
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, forwards 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.
As of November 30, 1998, Blenheim was managing approximately $42 million of
client assets pursuant to its trading program ("notional funds" excluded).
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Blenheim relies primarily on its experience in trading, and utilizes
fundamental, geopolitical, and technical factors in its analysis and evaluation
of the markets. Blenheim has a team of economists, financial analysts and
traders that regularly monitor world-wide economic and political trends in order
to identify and evaluate possible market and price imbalances. Operating within
a global framework, long-term macroeconomic indicators are assessed on a
multinational, country-by-country and market specific basis. Factors such as
fiscal/monetary policies and cross-border capital flows are evaluated for their
potential impact on the equity, fixed income, currency and commodity markets.
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.
Within the realm of technical analysis, Blenheim has developed and will
continue to develop a series of systematic processes of investing that will
supplement the discretionary trading efforts. In the future, Blenheim may place
a greater emphasis on its non-discretionary technical analysis than on its
discretionary trading efforts. The goal of the system's strategy is to achieve
maximum risk adjusted profit potential. The strategy is driven not by one, but a
series of trading systems, that are traded in conjunction with one another.
These systems tend to employ robust statistics that limit the sensitivity to
small deviations from assumptions which, in turn, facilitates a systematic
adaptation to changing market relationships. Several processes are applied in
both short-term and long-term market trend analyses. Price level breakout from a
trend is determined through volatility analysis. The system's goal is investing
only in true breakouts. Volatility and probability analysis is also used to
determine trade entry and exit points with the goal price and stop loss prices
continuously determined. Generally, if the probability of achieving the goal
price is greater than the stop loss, a trade signal is entered. Consistent with
the objective of trading at optimal points, a digital filtering process is
employed to screen the trend from the "noise" in 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.
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.
Despite these precautions, Blenheim's trading program may be extremely volatile
at times.
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 the 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's diversified portfolio of approximately thirty-five markets are
actively traded on domestic and foreign markets through the use of futures,
forwards options on futures, and over-the-counter transactions. Through
mid-1995, approximately thirty percent (30%) 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.
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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 17 State Street, 38th Floor, New
York, New York 10004. Stonebrook was founded in 1993 by Jerome D. Abernathy.
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., 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.
Paul Meier is a Principal of Stonebrook where he is in charge of risk
management, research, and technology. From July 1997 to August 1998, Mr. Meier
was employed by Citicorp as a Vice President in risk management where he was
responsible for the volatility and correlation estimates that were used to
measure the firm-wide value-at-risk. From October 1996 to July 1997, Mr. Meier
was a consultant in the risk management practice of KPMG Peat Marwick, LLP where
he performed risk management reviews and implemented risk management strategies
for the firm's clients.
Mr. Meier started his financial career at Commodities Corporation where,
from August 1994 to October, 1996, he evaluated Commodity Trading Advisors,
constructed multi-advisor portfolios, and developed risk measurement techniques
for monitoring portfolios.
Mr. Meier received his B.S. in Economics from the University of Minnesota
and an MBA with a concentration in finance from Carnegie Mellon University.
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.
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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. As of November 30, 1998, Stonebrook was
managing approximately $20 million of client assets pursuant to the trading
program described above ("notional funds" excluded).
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
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
Past performance information for Stonebrook is set forth below because it
only began to trade for the Partnership effective June 1, 1998. 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.
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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: 15
Aggregate assets overall: $54,675,048 (notional included);
Aggregate assets in program: $20,260,033 (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 (11 months): (1.25)%
1997 annual return: 1.27%
1996 annual return: 11.09%
1995 annual return: 18.20%
1994 annual return: 0.88%
1993 annual return (2 months): 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.
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.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
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
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.
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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.
(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.
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., Union Spring Asset Management, Inc. and Limerick Financial
Corporation are registered CPOs and CTAs. 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, Union Spring and
Limerick. 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
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<PAGE>
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, Union Spring and Limerick. 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, at which time MC Baldwin
was an international trading manager which developed 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 privately held businesses, 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.
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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 five
"investment programs." An investment program consists of one or more trading
strategies or a combination thereof. Willowbridge currently offers five
Investment Programs: the Select Investment Program; the Currency Investment
Program; the Primary Investment Program; the Currency, Financials and Metals
Investment Program; and the UST VAT 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, 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.
As of November 30, 1998, Willowbridge was managing approximately $350
million of client assets pursuant to the XLIM Trading Approach ("notional funds"
excluded) and approximately $354 million of client assets in its other programs
("notional funds" excluded).
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.
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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.
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 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 primarily technical analysis, with an emphasis on a balanced
portfolio of 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.
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
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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.
The individual principals of RXR are as follows:
Mr. Mark Rosenberg is the founder and Chief Executive Officer of RXR. He is
also Chairman of the Investment Policy Committee, and a Director of each of RXR,
RXR Capital, RXR Group and RXR Securities.
RXR was co-founded 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 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 is a member of the Investment Police
Committee and has responsibilities for Administration, Operations, Information
Technology, Human Resources and Facilities Management for RXR and its
affiliates. Prior to joining RXR, Mr. Hinrichs spent several years in trading,
operations, 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. Mr. Tomeo is a member of
the Investment Policy Committee and is responsible for the firm's marketing
strategy. 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. He also studied
international finance and corporate markets at New York University.
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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.
As of November 30, 1998, RXR was managing approximately $281 million of
client assets pursuant to its Balanced Portfolio Program and approximately $308
million in all of its programs (notional funds excluded).
RESEARCH AND DEVELOPMENT
Research and development calls on the talents of personnel from several
areas within the company. Under the leadership of its Board of Directors, 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 broadened 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.
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EXCHANGE PRIVILEGE
If the conditions described below are satisfied, an investor can redeem
Units in a Partnership as of the last day of any calendar month and, with the
proceeds, purchase Units of one or more other Partnerships (a "Series
Exchange"). However, a Series Exchange will only be permitted as of the sixth
month-end after a person first becomes an investor in 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 the Exchange Date. An investor that redeems Units in a
Series Exchange will not be subject to any redemption charges with respect to
the redeemed Units. Units acquired in a Series Exchange will be subject to
applicable redemption charges, but will be deemed to have 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 an investor (or an investor's assignee) to a DWR branch office
and be received by the General Partner at least five business days prior to the
applicable Exchange Date. The investor must acknowledge that he remains eligible
to purchase Units on such date. A minimum of 50 Units must be redeemed in a
Series Exchange, unless an investor is liquidating his entire interest in a
Partnership. A form of Subscription Agreement is annexed hereto as Exhibit B,
and 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 investors in 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 does not have any
obligation to have Units registered or to maintain a current Prospectus. 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 an investor. Furthermore, certain states may impose significant
burdens on, or alter the requirements for, qualifying Units for sale. In that
event, the General Partner may not continue qualifying Units for sale in those
states, and residents of those states would not be eligible for a Series
Exchange. In addition, certain states may impose more restrictive suitability
and/or investment requirements than those set forth in the form of Subscription
Agreement. Any such restrictions may limit the ability of residents of those
states to effect a Series Exchange. In the event that not all Subscription
Agreements can be processed because an insufficient number of Units 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.
Units of any new partnership of the Spectrum Series may be offered to
investors pursuant to exercise of the Series Exchange privilege. Before
purchasing such units, an investor must execute a Subscription Agreement
specifically permitting investment in the new 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 an immediate
reinvestment of the proceeds of such redemption, an investor should carefully
review the portions of this Prospectus describing redemptions and certain tax
consequences thereof. See "Redemptions" and "Material Federal Income Tax
Considerations."
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REDEMPTIONS
Persons who have been investors 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 below.
Redemptions may only be made in whole Units, with a minimum of 50 Units required
for each redemption, unless an investor is redeeming his entire interest in a
Partnership. Redemption of Units will be deemed to be in the order in which they
were purchased (assuming purchases at more than one Closing).
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 an investor (or his assignee) 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.
Upon redemption, the investor (or his assignee) will be paid 100% of the Net
Asset Value of each Unit redeemed as of the Redemption Date, less any applicable
redemption charges (see below). 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, as 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 will mean the settlement price on the exchange on which
that futures interest is traded by a Partnership on the day with respect to
which Net Assets are being determined. However, if a futures interest could not
have been liquidated on that 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 will be the market value of that futures interest for such
day. The market value of a forward contract or 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
forward contract or futures interest.
Units redeemed on or prior to the last day of the twelfth month from the
date of purchase will be subject to a redemption charge equal to 2% of the Net
Asset Value of a Unit on the Redemption Date. Units redeemed after the last day
of the twelfth month and on or prior to the last day of the twenty-fourth month
from the date of purchase will be subject to a redemption charge equal to 1% of
the Net Asset Value of a Unit on the Redemption Date. Units redeemed after the
last day of the twenty-fourth month from the date of purchase will not be
subject to a redemption charge. All redemption charges will be paid to DWR.
Under certain circumstances, Units are exempt from redemption charges, as
follows. Units purchased by an investor who purchases $500,000 or more of Units
will not be subject to redemption charges, but will be subject to the other
restrictions on redemptions. An investor redeeming Units at the first Redemption
Date following notice of an increase in certain fees will not be subject to
redemption charges. An investor who redeems Units in a Series Exchange will not
be subject to redemption charges with respect to the Units exchanged and for
purposes of determining the applicability of future redemption charges, such
Units will be deemed to have the same purchase date as the Units exchanged. An
investor who redeems units in a Non-Series Exchange will be subject to any
applicable redemption charges with respect to the units redeemed from the other
limited partnership; however, the Spectrum Series Units purchased in that
Non-Series Exchange will not be subject to redemption charges. Further, an
investor who redeems Units and has either paid a redemption charge with respect
to such Units or held such Units for at least two years will not be subject to
redemption charges with respect to any newly purchased Units, provided the new
Units: (i) are purchased within twelve months of and in an amount no greater
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than the net proceeds of the prior redemption, and (ii) are held for at least
six months from the date of purchase. Such subscribers remain subject to the
minimum purchase and suitability requirements. See "Subscription Procedure."
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 the redemption to the investor's
customer account with DWR, or by check mailed to the investor if his 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 an investor in a Spectrum Series Partnership,
and providing that redemptions may only be made as of the end of a calendar
month, will also apply to redemptions effected on "Special Redemption Dates," as
described under "The Limited Partnership Agreements--Reports to Limited
Partners."
THE COMMODITY BROKERS
Description of the Commodity Brokers
Dean Witter Reynolds Inc., a Delaware corporation, acts as the Partnerships'
non-clearing commodity broker. DWR, as the non-clearing commodity broker, will
hold each Partnership's funds in a customer segregated account as required under
CFTC regulations, and will provide all required margin funds to Carr Futures
Inc., the clearing commodity broker, to cover margin requirements for each
Partnership's trading positions. DWR will also monitor each Partnership's
futures positions that CFI reports it is carrying for any errors in trade prices
or trade fill. 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 adviser, and an agent in the sale of life insurance and various
other products and services. DWR is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange, other
major securities exchanges, and the National Association of Securities Dealers,
Inc. DWR is registered with the CFTC as a futures commission merchant and is a
member of the NFA in such capacity. DWR is currently servicing its clients
through a network of 415 offices nationwide with over 10,000 financial advisors
servicing individual and institutional client accounts.
Carr Futures, Inc., a Delaware corporation ("CFI" and, together with DWR,
the "Commodity Brokers"), acts as each Partnership's clearing commodity broker.
CFI is the broker directly accountable to the futures exchange (or
clearinghouse) for each Partnership's trades, and all payments, including margin
payments, to and from the futures exchanges resulting from each Partnership's
trades, will flow through CFI. In addition, CFI will also act as the
counterparty on each Partnership's foreign currency forward contracts. CFI is a
subsidiary of Credit Agricole Indosuez, which had total equity of approximately
$6.28 billion at December 31, 1997 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.
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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 New York Supreme Court dismissed the New York action in November
1998, but granted plaintiffs leave to file an amended complaint, which they did
in early December 1998. The defendants are filing a motion to dismiss the
amended complaint with prejudice on or about February 1, 1999. The complaints
seek unspecified amounts of compensatory and punitive damages and other relief.
It is possible that additional similar actions may be filed and that, in the
course of these actions, other parties, 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, other than as
described above, there have been 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, other than as
described above there have been 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
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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.
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.
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. 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 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. Conversely, a put option on a
futures contract is said to be "in-the-money" if the striking price is above
current market levels, and "out-of-the-money" if the striking price is below
current market levels.
Options have limited life spans, usually tied to the delivery or settlement
date of the underlying futures contract. An option that is out-of-the-money and
not offset by the time it expires becomes worthless. Options usually trade at a
premium above their intrinsic value (I.E., the difference between the market
price for the underlying futures contract and the striking price), because the
option trader is speculating on (or hedging against) future movements in the
price of the underlying contract. As an option nears its expiration date, the
market and intrinsic value typically move into parity. The difference between an
option's intrinsic and market values is referred to as the "time value" of the
option.
Forward Contracts
Contracts for the future delivery of certain commodities may also be made
through banks or dealers pursuant to what are commonly referred to as "forward
contracts." A forward contract is a contractual right to purchase or sell a
specified quantity of a commodity at or before a specified date in the future at
a specified price and, therefore, 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
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contracts. Unlike futures contracts, forward contracts are not standardized
contracts; rather, they are the subject 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.
Hedgers and Speculators
The two broad classes of persons who trade futures interests contracts are
"hedgers" and "speculators." Commercial interests, including farmers, that
market or process commodities and financial institutions that market or deal in
commodities, including interest rate sensitive instruments, foreign currencies
and stocks, and which are exposed to currency, interest rate and stock market
risks, may use the futures markets for hedging. Hedging is a protective
procedure designed to minimize losses that may occur because of price
fluctuations occurring, for example, between the time a processor makes a
contract to buy or sell a raw or processed commodity at a certain price and the
time he must perform the contract. The futures markets enable the hedger to
shift the risk of price fluctuations to the speculator. The speculator risks his
capital with the hope of making profits from price fluctuations in futures
interests contracts. Speculators rarely take delivery of commodities, but rather
close out their positions by entering into offsetting purchases or sales of
futures interests contracts. Since the speculator may take either a long or
short position in the futures 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.
Futures Exchanges
Futures exchanges provide centralized market facilities for trading futures
contracts and options (but not forward contracts). Members of, and trades
executed on, a particular exchange are subject to the rules of that exchange.
Among the principal exchanges in the United States are the Chicago Board of
Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, and
the New York Board of Trade.
Each futures exchange in the United States has an associated
"clearinghouse." Once trades between members of an exchange have been confirmed,
the clearinghouse becomes substituted for each buyer and each seller of
contracts traded on the exchange and, in effect, becomes the other party to each
trader's open position in the market. Thereafter, each party to a trade looks
only to the clearinghouse for performance. The clearinghouse generally
establishes some sort of security or guarantee fund to which all clearing
members of the exchange must contribute; this fund acts as an emergency buffer
that enables the clearinghouse, 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.
Foreign futures exchanges differ in certain respects from their U.S.
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 U.S. futures exchanges have established limits, referred to as
"speculative position limits" or "position limits," on the maximum net long or
net short speculative position that any person or group of persons (other than a
hedger, which the Partnerships are not) may hold, own or control in certain
futures interests contracts. Among the purposes of speculative position limits
is to prevent a "corner" on a market or undue influence on prices by any single
trader or group of traders. The CFTC has jurisdiction to establish position
limits with respect to all commodities and has established position limits for
all
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agricultural commodities. In addition, the CFTC requires each United States
exchange to submit position limits for all commodities traded on such exchange
for approval by the CFTC. However, position limits do not apply to many currency
futures contracts. Position limits do not apply to forward contract trading or
generally to trading on foreign exchanges.
Daily Limits
Most United States futures exchanges (but generally not foreign exchanges or
banks or dealers in the case of forward contracts) limit the amount of
fluctuation in futures interests contract prices during a single trading day by
regulation. These regulations specify what are referred to as "daily 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.
Regulations
Futures exchanges in the United States are subject to regulation under the
CEAct by the CFTC, the governmental agency having responsibility for regulation
of futures exchanges and trading on those exchanges.
The CFTC also regulates the activities of "commodity trading advisors" and
"commodity pool operators" and has adopted regulations with respect to certain
of such persons' activities. 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 separately for all customers'
funds and positions, and to maintain specified books and records open to
inspection by the staff of the CFTC. The Partnerships have no present intention
of using any introducing brokers in their trading.
The CEAct also gives the states certain powers to enforce its provisions and
the regulations of the CFTC.
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).
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The CFTC has no authority to regulate trading on foreign commodity exchanges
and markets. See "Risk Factors--Risks Relating to Futures Interests Trading and
the Futures Interests Markets--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 futures 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 futures
trader's performance of the futures interests contracts he purchases or sells.
Futures interests 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.
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
into this summary by this reference. Each Limited Partnership Agreement is
identical, except to the extent noted otherwise below or in Exhibit A. The
following description is a summary only of certain significant terms of the
Limited Partnership Agreement not set forth elsewhere in this Prospectus. For
more information, investors should review the Limited Partnership Agreement.
Nature of the Partnerships
Spectrum Select was formed on May 21, 1991 and Spectrum Technical, Spectrum
Strategic and Spectrum Global Balanced were each formed on April 29, 1994. 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.
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Units purchased and paid for in this offering will be fully paid and
nonassessable. 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 each redemption, Series Exchange or distribution, but that 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. However, 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.
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.
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. However, the General Partner will not engage on behalf of a
Partnership an affiliate of the General Partner without having determined that
the affiliate is qualified to perform the services for which it is hired, the
terms of its engagement 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, and the maximum
period covered by the agreement with the affiliate will not exceed one year, and
may be terminated 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;
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.
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
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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. However, no Partnership need recognize any transfer or
assignment until it has received at least 30 days' prior written notice from the
Limited Partner, which notice sets forth the address and social security or
taxpayer identification number of the transferee or assignee and the number of
Units transferred or assigned, and is signed by the Limited Partner. No
transfers or assignments of Units will be effective or recognized by the General
Partner if as a result any party to such transfer or assignment owns fewer than
the minimum number of Units required to be purchased as described herein
(subject to certain exceptions relating to gifts, death, divorce, or transfers
to family members or affiliates contained in the Limited Partnership
Agreements). No transfer or assignment of Units will be permitted unless the
General Partner is satisfied that (i) such transfer or assignment would not 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 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 certain amendments to a Limited Partnership Agreement without
the consent of the Limited Partners including any amendment that is not adverse
to the Limited Partners or is required by the staff of the SEC, the CFTC, any
other federal agency, any state "Blue Sky" official, or other governmental
official, or to comply with applicable law. However, no amendment may be made to
a Limited Partnership Agreement without the consent of all Partners affected if
that amendment would reduce the capital account of any Partner, modify the
percentage of profits, losses, or distributions to which any Partner is
entitled, or change or alter the provisions of the Limited Partnership Agreement
relating to amendments requiring the consent of all Partners.
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, 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 owning more than 50% of the Units then owned by Limited Partners of a
Partnership, the following actions may be taken: (i) the Limited Partnership
Agreement may, with certain exceptions described above, be amended; (ii) the
Partnership may be dissolved; (iii) the General Partner may be removed and
replaced; (iv) a new general partner or general partners may be elected if the
General Partner terminates or liquidates or elects to withdraw from the
Partnership, becomes insolvent, bankrupt or is dissolved; (v) any contracts with
the General Partner or any of its affiliates may be terminated without penalty
on 60 days' prior written notice; and (vi) the sale of all or substantially all
of the assets of the Partnership may be approved. However, 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. Any of the foregoing
actions may also be taken by Limited Partners without a meeting,
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without prior notice, and without a vote, by means of written consents signed by
Limited Partners owning the required number of Units. Notice of any actions
taken by written consent must be given to non-consenting Limited Partners within
seven business days.
Reports to Limited Partners
The books and records of each Partnership are maintained at its principal
office, and must be retained for not less than five years. The Limited Partners
or their authorized attorneys or agents 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
will 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 that fiscal year, 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. 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 upon written request.
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 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 will 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 will liquidate all existing positions as
promptly as reasonably practicable and will suspend all futures interests
trading through the Special Redemption Date. Thereafter, the General Partner
will 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--Expense Limitations," may take effect
until the first business day following a Redemption Date, PROVIDED that: (i)
notice of such
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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 will not be subject to any redemption charges.
Each Limited Partner expressly agrees that in the event of his death, he
waives on behalf of himself and his estate the furnishing of any inventory,
accounting, or appraisal of the assets of the Partnership and any right to an
audit or examination of the books of the Partnership.
PLAN OF DISTRIBUTION
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").
The Units are being offered on a "best efforts" basis without any agreement
by DWR to purchase Units. The General Partner may in the future register
additional Units with the SEC. 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
may 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 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 in turn will credit the subscriber's DWR customer account 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 DWR customer account with
such amounts, and those funds will be immediately available for investment or
withdrawal. In the event a subscriber's DWR customer account 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
Select, Spectrum Technical and Spectrum Strategic, 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-
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Series Exchange, or (iv) the month as of which such continuous compensation is
first payable with respect to Units purchased in 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. However, employees of DWR who sell $500,000 or more of Units to any
single investor will not receive an initial gross sales credit equal to 3% of
the Net Asset Value per Unit. Such employees will only be entitled to receive a
gross sales credit of up to 86% of the brokerage fees received by DWR from the
Partnership each month that are attributable to such outstanding Units,
commencing with the first month after the Units are issued.
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
CFTC's regulations. 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.
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 partnership(s) 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.
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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 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 necessarily 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, (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") or any of the Charter Series of partnerships (each, a
"Charter Partnership"), (iii) the proceeds from the redemption of 500 units (200
units in the case of an IRA) from MSTAF or any Charter Partnership, 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, 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 or any Charter Partnership). A subscriber whose subscription is
accepted by the General Partner at a Monthly Closing and who desires to make an
additional investment in the same Partnership may subscribe for Units at a
subsequent Monthly Closing with a minimum investment in that Partnership of
$500.
In order to purchase Units, a subscriber must complete, execute, and deliver
to DWR 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 DWR customer
account to the Partnerships' Escrow Account. DWR will promptly debit the
subscriber's DWR 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 DWR customer account 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 DWR customer account or does not have
sufficient funds in his existing DWR customer account, 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 DWR customer accounts.
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
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Agreement authorizing the immediate transfer of funds from the customer's DWR
account 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.
However, 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. Further, 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.
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PURCHASES BY EMPLOYEE BENEFIT PLANS--ERISA CONSIDERATIONS
The purchase of Units might or might not be a suitable investment for an
employee benefit plan. Before proceeding with a purchase of Units, the person
with investment discretion on behalf of an employee benefit plan should
determine whether the purchase of Units is (a) permitted under the governing
instruments of the plan and (b) appropriate for that particular plan in view of
its overall investment policy, the composition and diversification of its
portfolio, and the considerations discussed below.
As used herein, the term "employee benefit plans" refers to plans and
accounts of various types (including their related trusts) which provide for the
accumulation of a portion of an individual's earnings or compensation, as well
as investment income earned thereon, free from federal income tax until such
time as funds are distributed from the plan. Such plans include corporate
pension and profit-sharing plans (such as so-called "401(k)" plans), "simplified
employee pension plans," so-called "Keogh" plans for self-employed individuals
(including partners), and, for purposes of this discussion, individual
retirement accounts ("IRAs"), described in Section 408 of the Internal Revenue
Code of 1986, as amended (the "Code").
Notwithstanding the general requirement that investors in one or more
Partnerships must invest a minimum of $5,000, a minimum purchase requirement of
$2,000 has been set for IRAs. The minimum subscription for any of the 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
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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 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 a U.S. taxpayer who invests in a
Partnership. The opinions appearing in this section are the opinions of
Cadwalader, Wickersham & Taft, except as otherwise specifically noted 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 U.S. Except as indicated below or under "Purchases
by Employee Benefit Plans-ERISA Considerations," the summaries do not address
the tax implications of an investment in the Partnerships by corporations,
partnerships, trusts 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. The
discussion which follows assumes that each Partnership will be treated as a
partnership for federal income tax purposes.
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Partnership Taxation
PARTNERS, RATHER THAN PARTNERSHIP, SUBJECT TO FEDERAL INCOME TAX. Each
Partnership, will pay no federal income tax. Except as provided below with
respect to certain nonresident aliens, each Limited Partner will report his
distributive share of all items of Partnership income, gain, loss, deduction,
and credit for the Partnership's taxable year ending within or with the
Partner's taxable year. A Limited Partner must report (and pay tax on) his share
of partnership income for a particular year whether or not he has received any
distributions from the Partnership in the year. The characterization of an item
of profit or loss will usually be determined at the Partnership level.
SYNDICATION EXPENSES. None of the Partnerships nor any Partner thereof will
be entitled to any deduction for syndication expenses (i.e., those amounts paid
or incurred in connection with issuing and marketing Units). There is a risk
that some of the brokerage fees paid to DWR would be treated as a nondeductible
payment by the Partnerships of syndication expenses.
ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES. In general, each Limited
Partnership Agreement allocates items of ordinary income and expense pro rata
among the Partners based upon their respective capital accounts as of the end of
the month in which such items are accrued. Net recognized capital gain or loss
is generally allocated among all Partners based upon their respective capital
accounts. However, net recognized capital gain or loss is allocated first to
Partners who have redeemed Units in the Partnership during a taxable year to the
extent of the difference between the amount received on the redemption and the
allocation account as of the date of redemption attributable to the redeemed
Units. Net recognized capital gain for each year is allocated next among all
Partners whose capital accounts are in excess of their Units' allocation
accounts to the extent of such excess in the ratio that each such Partner's
excess bears to all such Partners' excesses. Net recognized loss for each year
is allocated next among all Partners whose Units' allocation accounts are in
excess of their capital accounts to the extent of such excess in the ratio that
each such Partner's excess bears to all such Partners' excesses.
The special allocation of each Partnership's net gain or loss upon a
redemption of Units, which retains the same character as in the hands of each
Partnership, may alter the character of a redeeming Limited Partner's income (by
reducing the amount of long-term capital gain recognized upon receipt of
redemption proceeds) and may accelerate the recognition of income by such
Limited Partner.
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
respected by the Internal Revenue Service for federal income tax purposes, the
amount of income or loss allocated to the Partners for federal income tax
purposes under such Limited Partnership Agreement may be increased or reduced or
the character of such income or loss may be modified.
Cash Distributions and Redemptions
Because of the special allocation of Partnership gain or loss upon a
redemption of Units, the amounts received upon the partial or complete
redemption of a Limited Partner's Units normally will not result in additional
taxable income or loss to the Limited Partner. However, distributions by a
Partnership and amounts received upon the partial or complete redemption of a
Limited Partner's Units will be taxable to the Limited Partners to the extent
cash distributions by a Partnership or amounts received upon redemption by a
Limited Partner exceed such Partner's adjusted tax basis in his Units. Such
excess will be taxable to him as though it were a gain from a sale of the Units.
A loss will be recognized upon a redemption of Units only if, following the
redemption of all of a Limited Partner's Units, such Partner has any tax basis
in his Units remaining. In such case, the Limited Partner will recognize loss to
the extent of such remaining basis. See "Redemptions." Generally, if a Limited
Partner is not a "dealer" with respect to his interest in the Partnership and he
has held his interest in the Partnership for more than one year, such gain or
loss would be long-term capital gain or loss.
Gain or Loss on Trading Activity
NATURE OF PARTNERSHIP INCOME. The trading activities of the Partnerships
will, as a general rule, generate capital gain and loss, and ordinary income. A
Partnership's transactions would result in ordinary income if the Partnership
were considered to hold property for sale to customers in the ordinary course of
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a trade or business. Each Partnership does not expect to hold its commodity
interest for sale to customers. Thus for federal income tax purposes
substantially all of the profit and loss generated by each Partnership from its
trading activities is expected to be capital gain and loss, which in turn may be
either short-term, long-term or a combination thereof. Nevertheless, certain
foreign currency transactions could result in ordinary income as discussed
below. Further, interest paid to a Partnership will be taxable currently to the
limited partners as ordinary income. Thus, during taxable years in which little
or no profit is generated from trading activities, a Limited Partner may still
have interest income.
TAXATION OF COMMODITY TRANSACTIONS. The Partnerships will engage in
speculative trading in commodities, commodity options and commodity futures
contracts on all major U.S. and certain foreign commodity exchanges and will
trade in various contracts in foreign currencies. The Advisors may from time to
time employ trading strategies such as spreads or straddles on behalf of the
Partnerships. Special tax rules generally apply to transactions in commodity
interests.
MARK-TO-MARKET. Section 1256 contracts 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. 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 and
loss. Section 1256 contracts generally include (i) regulated futures contracts
("RFCs") which are futures contracts traded on regulated U.S. (and certain
foreign) exchanges (including cash settlement contracts such as Eurodollar or
stock index contracts); (ii) foreign currency contracts which are currency
traded in the interbank market and which relate to currencies for which
positions are also traded through RFCs; and (iii) domestic (and certain foreign)
exchange-traded options on commodities, including options on RFCs, debt
securities and stock indices. While the Partnerships expect that a majority of
their trading activities will be conducted in Section 1256 contracts, the
Partnerships also expect that a portion of their trading activities will be
conducted in contracts that do not presently qualify as Section 1256 contracts
("non-Section 1256 contracts"), such as positions in futures contracts on most
foreign exchange and foreign currency forward contracts not traded in the
interbank market.
SECTION 988. Currency gain or loss with respect to foreign currency forward
contracts not traded in the interbank market and futures contracts traded on
most foreign exchanges ("foreign currency positions") may be treated as ordinary
income or loss under Code section 988. Each Partnership has elected to treat all
such foreign currency positions as Section 1256 contracts (I.E.,
marked-to-market at year end). Pursuant to this election, gain or loss with
respect to all such foreign currency positions is treated as entirely short-term
capital gain or loss.
Subject to certain limitations, a Limited Partner, other than a corporation,
estate or trust, may elect to carry back net Section 1256 contract losses to
each of the three preceding years. Net Section 1256 contract losses carried back
to prior years may only be used to offset net Section 1256 contract gains.
Generally, such losses are carried back as 40% short-term capital losses and 60%
long-term capital losses. Capital assets not marked to market under Section
1256, such as non-currency forward contracts, are not subject to the 60/40 tax
regime for Section 1256 contracts, and gain or loss on sale generally will be
long-term only if such property has been held for more than one year.
STRADDLES. If a Partnership incurs a loss upon the disposition of any
position which is part of a "straddle" (i.e., two or more offsetting positions),
recognition of that loss for tax purposes will be deferred until the Partnership
recognizes the gain in the offsetting position of the straddle (or successor
position, or offsetting position to the successor position). Interest and other
carrying charges allocable to positions which are part of a straddle must be
capitalized, rather than deducted currently. Certain modified "short sale" rules
may apply to positions held by a Partnership so that what might otherwise be
characterized as long-term capital gain would be characterized as short-term
capital gain or potential short-term capital loss as long-term capital loss.
For purposes of applying the above rules restricting the deductibility of
losses with respect to offsetting positions, if a 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
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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. Thus, 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 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.
Where the positions of a straddle are comprised of both Section 1256 and
non-Section 1256 contracts, a Partnership will be subject to the mixed straddle
rules of the Code and the regulations promulgated thereunder. The appropriate
tax treatment of any gains and losses from trading in mixed straddles will
depend on what elections a Partnership makes. Each Partnership has elected to
place all of its positions in a "mixed straddle" account which is
marked-to-market daily. Under a special account cap, not more than 50% of net
capital gain may be long-term capital gain, and not more than 40% of net capital
loss may be short-term capital loss.
Taxation of Limited Partners
LIMITATIONS ON DEDUCTIBILITY OF PARTNERSHIP LOSSES. The amount of
Partnership loss, including capital loss, which a Limited Partner will be
entitled to take into account for federal income tax purposes is limited to the
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. The Partnerships' income
will not be treated as a "passive activity" for purposes of the limitation on
the deduction of passive activity losses.
LIMITED DEDUCTION OF CERTAIN EXPENSES. Certain miscellaneous itemized
deductions, such as expenses incurred to maintain property held for investment,
are deductible only to the extent that they exceed 2% of the adjusted gross
income of an individual, trust or estate. The amount of certain itemized
deductions allowable to individuals is further reduced by an amount equal to the
lesser of (i) 3% of the individual's adjusted gross income in excess of a
certain threshold amount and (ii) 80% of such itemized deductions. Moreover,
such investment expenses are miscellaneous itemized deductions that are not
deductible by a non-corporate taxpayer in calculating its alternative minimum
tax liability. Based upon the current and contemplated activities of the
Partnerships, the General Partner has been advised by its
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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% and short-term capital gains and other income are taxed at a maximum
marginal tax rate of 39.6%. Corporate taxpayers are currently subject to a
maximum marginal tax rate of 35% on all capital gains and income.
The excess of capital losses over capital gains is deductible by an
individual against ordinary income on a one-for-one basis, subject to an annual
limitation of $3,000 ($1,500 in the case of married individuals filing a
separate return). Excess capital losses may be carried forward.
Net losses from Section 1256 contracts are treated as 60% long-term capital
loss and 40% short-term capital loss. Such losses may, at the individual
taxpayer's election, be carried back to each of the preceding three years and
applied against gains from Section 1256 contracts.
ALTERNATIVE MINIMUM TAX. The alternative minimum tax for individuals is
imposed on "alternative minimum taxable income" ("AMTI") in excess of certain
exemption amounts. AMTI consists of taxable income determined with certain
adjustments and increased by the amount of items of tax preference. AMTI may not
be offset by certain interest deductions, including (in certain circumstances)
interest incurred to purchase or carry Units in the Partnerships. Corporations
are also subject to an alternative minimum tax. The extent, 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 be treated as investment
income, except that a Limited Partner's net capital gain from the disposition of
Units is not investment income unless the Limited Partner waives the benefit of
the preferential tax rate on such gain. It is not clear whether a Limited
Partner's distributive share of Partnership net capital gain constitutes
investment income where such gain is taxed at the maximum rate for capital
gains. Interest expense incurred by a Limited Partner to acquire his Units
generally will be investment interest. Any investment interest disallowed as a
deduction in a taxable year solely by reason of the limitation above is treated
as investment interest paid or accrued in the succeeding taxable year.
TAXATION OF FOREIGN LIMITED PARTNERS. A non-resident alien individual,
foreign corporation or foreign partnership not otherwise engaged in a United
States trade or business or acting as a dealer in commodities should not be
deemed to be engaged in a United States trade or business solely by virtue of an
investment as a limited partner in the Partnerships. Capital gains earned by the
Partnerships and allocated to such a foreign limited partner will, as a general
rule, not be subject to United States federal income taxation or withholding,
but may be subject to taxation by the jurisdiction in which such foreign limited
partner is resident, organized or operating. Interest income earned by the
Partnerships will, as a general rule, likewise not be subject to the United
States federal income tax or withholding, but may be subject to tax in other
jurisdictions to which such foreign limited partner is connected. Prospective
foreign limited partners who are engaged in a United States trade or business or
who act as dealers in commodities may be subject to United States income tax and
should consult their tax advisors before investing in the Partnership.
The estate of a deceased Foreign Limited Partner may be liable for U.S.
estate tax and may be required to obtain an estate tax release from the Internal
Revenue Service in order to transfer the Units of such Foreign Limited Partner.
Foreign persons should consult their own tax advisers before deciding
whether to invest in the Partnerships.
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TAX ELECTIONS. The Code provides for optional adjustments to the basis of
Partnership property upon distributions of Partnership property to a Partner
(Section 734) and transfers of Units, including transfers by reason of death
(Section 743), provided that a Partnership election has been made pursuant to
Section 754. As a result of the complexities and added expense of the tax
accounting required to implement such an election, the General Partner does not
presently intend to make such an election. Therefore, any benefits which might
be available to the Partners by reason of such an election will be foreclosed.
TAX RETURNS AND INFORMATION. The Partnerships will file their information
returns using the accrual method of accounting. Within 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."
However, if a Partnership were to purchase physical commodities with
borrowed funds (whether upon delivery under a futures or forward contract or
otherwise) and to sell those commodities at a gain, such gain would likely
constitute unrelated business income. The Partnerships are entitled to engage in
such leveraged purchases of physical commodities. 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.
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STATE AND LOCAL INCOME TAX ASPECTS
In addition to the federal income tax consequences for individuals described
under "Material Federal Income Tax Considerations" above, the Partnerships and
their Limited Partners may be subject to various state and local taxes. 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
Developing a comprehensive financial plan entails evaluating options and
acting upon those options. In this fast-paced and ever-changing financial
environment, selecting from the broad array of investments available can be
difficult and time-consuming. Astute investors often turn to professional money
managers for the expertise and guidance needed to map out a successful
investment strategy. MSDW, a global leader in financial management, has
developed the Dean Witter Spectrum Series to provide professional money
management in the futures and forward markets.
An investment in a Partnership is speculative and involves a high degree of
risk. 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. In 1996, Dr. Thomas
Schneeweis of the
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University of Massachusetts at Amherst completed a study titled "The Benefits of
Managed Futures" which furthers Lintner's original premise that a managed
futures component can benefit an overall portfolio.
The Partnerships' combined benefits of growth potential (with commensurate
risk) and diversification can potentially reduce 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.
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 first step toward a sound financial future is to establish your
investment objectives. Based on your financial goals, requirements, and
investment preferences, your DWR financial advisor can help you determine the
combination of asset classes as well as the type of Trading Advisor that most
suits your investment profile.
Asset allocation is the next critical step to help you achieve your
investment objectives. Asset allocation refers to the division of investment
dollars over a variety of asset classes in order to reduce overall volatility
through portfolio diversification while increasing the long-term performance
potential of an investment portfolio. A fully diversified portfolio should
contain cash, income, growth and aggressive growth investments.
Managed futures investments are designed to fit into a total financial plan
as aggressive growth vehicles with the potential for long-term capital
appreciation (with commensurate risk). As part of a well-balanced and fully
diversified portfolio, managed futures can offer significant benefits.
Please find the following data point relating to the chart on page 102 of
the Spectrum Prospectus.
Stocks 60%
Managed Futures 10%
Cash 5%
Bonds 25%
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The table below is an empirical example of how different assets can react to
business cycles. In each case, the asset class is represented by a recognized
industry index for that asset.
ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME
<TABLE>
<CAPTION>
U.S. Treasury Public
Bonds (Lehman U.S. Corporate Managed
Brothers Bonds Int'l Stocks Managed Futures Funds
Stocks Treasury (Salomon Corp. (MSCI EAFE Futures (BARCLAY (MAR Public
(S&P 500) Bond Index) Bond Index) INDEX) CTA INDEX) Fund Index)
----------- --------------- ----------------- --------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
% % % % % %
1981 -5.0 1.1 -1.2 -1.0 23.9 N/A
1982 21.6 41.1 42.5 -0.9 16.7 N/A
1983 22.5 1.8 6.3 24.6 23.8 N/A
1984 6.2 14.7 16.8 7.9 8.7 1.4
1985 31.7 32.0 30.1 56.7 25.5 21.9
1986 18.6 24.2 19.9 70.0 3.8 -14.4
1987 5.2 -2.7 -0.2 24.9 57.3 43.1
1988 16.5 9.1 10.7 28.6 21.8 7.3
1989 31.6 18.9 16.2 10.8 1.8 4.7
1990 -3.1 4.6 6.8 -23.2 21.0 14.2
1991 30.4 17.9 19.9 12.5 3.7 10.0
1992 7.6 7.8 9.4 -11.8 -0.9 -1.4
1993 10.1 16.4 13.2 32.9 10.4 10.7
1994 1.3 -6.9 -5.8 8.1 -0.7 -7.7
1995 37.5 30.7 27.2 11.5 13.7 13.9
1996 23.0 -0.4 1.3 6.4 9.2 9.8
1997 33.4 14.9 11.6 2.1 10.2 7.6
1998* 21.5 13.7 12.4 15.6 4.7 6.0
</TABLE>
- ---------
* 1998 returns are as of November 30, 1998.
NOTES TO "ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME" TABLE
For the analyses used in this table, the performance of independent indices
has been used to represent the six asset classes: stocks, U.S. treasury bonds,
U.S. corporate bonds, international stocks, managed futures, and public managed
futures funds. The respective indices used are the Standard and Poor's 500 Stock
Index, the Lehman Brothers Treasury Bond Index, the Salomon Corporate Bond
Index, the Morgan Stanley Capital International ("MSCI") EAFE Index, the Barclay
CTA Index, and the MAR Public Fund Index.
The S&P 500 Stock Index and the Salomon Corporate Bond Index are compiled
assuming dividends and interest are re-invested.
The S&P 500 Index is based on a portfolio of 500 stocks (consisting of 400
industrials, 40 utilities, 20 transportations, and 40 financials). The weights
of the stocks in the portfolio at a given time reflect the stocks' total market
capitalization. The S&P 500 Index accounts for approximately 80% of the market
capitalization of all stocks listed on the New York Stock Exchange.
The Lehman Brothers Treasury Bond Index consists of all existing U.S.
treasury bond issues.
The Salomon Corporate Bond Index is a benchmark of investment grade fixed
rate corporate issues with maturities of at least one year and in minimum
outstanding amounts of $100 million. The corporate issues encompass such
industry sectors as Manufacturing, Service, Energy, Consumer, Transportation,
Industrial-Other, Utility, and Finance.
The MSCI EAFE Index is comprised of 1,098 companies, representing a market
structure of 21 European and Pacific based countries covering 38 industries. The
index is used to represent international equities.
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The Barclay CTA Index provides a benchmark of performance of CTAs. In order
to qualify for inclusion in the Barclay CTA Index, a CTA must meet the following
criteria: (1) the CTA must have four years of prior performance history; and (2)
in cases where a CTA who is in the Barclay CTA Index introduces an additional
program, this additional program is added to the Index only after its second
year of trading. In 1998, there are 327 CTA programs which are included in the
calculation of the Barclay CTA Index.
The MAR (Managed Account Reports) Public Fund Index (the "MAR Index")
averages managed futures fund performance for public funds. MAR indices are
dollar, or equity, weighted to reflect performance. To qualify for inclusion in
MAR's fund indices, an investment product must appear in MAR's fund performance
tables. MAR imposes no minimum size restriction on the funds and/or pools that
it tracks. As of September 30, 1998, there were 89 public funds included in the
calculation of the MAR Index.
The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index
performance data for stocks, corporate bonds and international stocks,
respectively, are provided by Thomson Investment Software, Rockville, MD. The
Lehman Brothers Treasury Bond Index and the Barclay CTA Index performance data
for U.S. Treasury Bonds and managed futures, respectively, are provided by the
Barclay Trading Group Ltd., Fairfield, IA. The MAR Index performance data for
public managed futures funds was provided by Managed Account Reports Inc., New
York, NY. Performance of any of these indices (which by definition, are averages
of many individual investments) may not be representative of any specific
investment within that index's asset class.
The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the Partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index and the MAR Index reflect
results net of actual fees and expenses, the Barclay CTA Index includes accounts
with Trading Advisors and fee structures that differ from public managed futures
funds (such as the Partnerships), and the MAR Index includes funds with Trading
Advisors and fee structures that differ from the Partnerships. Also, the
Partnerships' trading strategies may be different from the trading strategies
employed by the Trading Advisors included in the Barclay CTA Index and the
public managed futures funds included in the MAR Index. Accordingly, while the
Barclay CTA Index is believed to be representative of managed futures in
general, and the MAR Index is believed to be representative of public managed
futures funds in general, the performance of the Partnerships may differ from
the performance reflected in such indices.
-------------------
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. In this connection, an
article in the June 8, 1998 issue of BUSINESS WEEK, "Commodities are Cheap--Time
to Leap?" discusses the risks and potential rewards of investing in managed
futures funds, noting the low correlation of their performance to stocks and
bonds.
The following chart was prepared by the General Partner to illustrate the
performance of managed futures against that of stocks from January 1982 through
October 1998, using the recognized market indices of each asset.
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Graph
[Managed Futures vs. Stocks
12-Month Holding Period Performance for the period December 1981-December 1997]
106
<PAGE>
NOTES TO "MANAGED FUTURES VS. STOCKS" TABLE:
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 Ltd., Fairfield, IA. Each bar represents the asset class
performance derived from successive 12-month hypothetical holding periods or
windows. (A 12-month holding period is defined as a period of 12 consecutive
months, I.E., from January 1989 to December 1989; the next would be from
February 1989 to January 1990, etc.) Performance of any of these indices (which,
by definition, are averages of many individual investments) may not be
representative of any specific investment within that index's asset class.
By overlaying returns, investors can see the potential benefits of a
diversified portfolio that includes both traditional asset classes as well as
assets that are non-traditional and non-correlated. There are many times when
both the managed futures and stock indices showed positive performance.
Obviously, though, there is no investment that only appreciates. There are 18
periods when managed futures showed negative returns, while stocks experienced
26 periods of negative returns during the studied time frame. While not a
guarantee of future results, this chart 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
Partnerships). Also, the Partnerships' trading strategies may be different from
the trading strategies employed by the Trading Advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the Partnerships),
may differ.
-------------------
The following chart was prepared by the General Partner to illustrate the
risk/return characteristics of a portfolio consisting of different combinations
of domestic stocks, corporate bonds, international equities and/or managed
futures, based on the performance of recognized market indices of each asset
over the period January 1981-November 1998.
Improved Portfolio Efficiency
January 1981 through November 1998
Stocks/Bonds/International Equities/Managed Futures
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
Standard Deviiation Average Monthly ROR
<S> <C> <C>
100% Stocks (S&P 500 INDEX) 4.2998% 1.3820%
100% Bonds (Salomon Corp. Bond Index) 2.6734% 1.0340%
100% InternationalStocks (MSCI EAFE INDEX) 5.1049% 1.1845%
100% Managed Futures (Barclay CTA Index) 5.1168% 1.1857%
50% Stocks/50% Bonds 2.9454% 1.2080%
50% Stocks/30% Bonds/10%Int'l Eqs./10% Mgd. Futures 2.9007% 1.2382%
Standard Deviation of Monthly Returns
</TABLE>
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<PAGE>
NOTES TO "IMPROVED PORTFOLIO EFFICIENCY" TABLE ON PRIOR PAGE:
Stocks are represented by the S&P 500 Index, corporate bonds are represented
by the Salomon Corporate Bond Index, and international equities are represented
by the MSCI EAFE Index, each provided by Thomson Investment Software, Rockville,
Md; managed futures are represented by the Barclay CTA Index, provided by the
Barclay Trading Group Ltd., Fairfield, IA. Performance of any of these indices
(which, by definition, are averages of many individual investments) may not be
representative of any specific investment within that index's asset class.
The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the Partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index reflects results net of
actual fees and expenses, it includes accounts with Trading Advisors and fee
structures that differ from public managed futures funds (such as the
Partnerships). Also, the Partnerships' trading strategies may be different from
the trading strategies employed by the Trading Advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the Partnerships),
may differ.
Professional Management
Professional money management is one of the most significant benefits a
managed futures investment can offer. A professional Trading Advisor has several
advantages over an individual investor.
- CAPITALIZATION --A professional Trading Advisor is well capitalized, and
capable of managing market volatility.
- DISCIPLINE --A professional Trading Advisor applies an established,
disciplined approach to futures trading, with strict money management
policies and techniques.
- PLANNED STRATEGY --A professional Trading Advisor utilizes a researched
trading strategy designed to reduce risk while seeking long-term profit
opportunities.
- RISK CONTROL --Professional Trading Advisors offer a full time commitment
to risk control, applying risk management strategies and years of research
and experience.
- RESEARCH AND DEVELOPMENT --A professional Trading Advisor is committed to
ongoing research and development, in an effort to continuously improve
upon existing systems and technology in order to keep pace with industry
developments and potentially capitalize on market opportunities as they
occur.
The Trading Advisor Selection Process
In order for a Trading Advisor to be selected by the General Partner, a
qualitative and quantitative due diligence process is undertaken, considering
the factors described below. The General Partner's primary objective in the
selection process is to allocate assets to Trading Advisors with
well-established performance histories and whom it believes have the potential
to continue to be successful in the future.
Monitoring is an important second phase in the due diligence process. The
General Partner has invested significant resources into its proprietary Fund
Management System, making it one of the most comprehensive computerized
management systems in the industry. This sophisticated system produces daily
control reports generated from actual trading data and enables the General
Partner to closely monitor the activity and performance of Trading Advisors
relative to their historical profile.
Monitoring also occurs on a periodic basis by discussing with the Trading
Advisors their performance relative to profile and peer Trading Advisors, recent
market conditions and trading opportunities. Ongoing research and development,
and continued on-site due diligence visits are conducted. While the due
diligence process cannot guarantee future success, the General Partner believes
the process can provide the basis for sound decision making and can increase the
potential for future success.
108
<PAGE>
TRADING ADVISOR EVALUATION AND SELECTION
<TABLE>
<S> <C>
Screening Trading Advisors are screened from a pool of approximately 400.
Evaluation Trading Advisors are categorized and evaluated based on quantitative and
qualitative factors.
Selection Trading Advisors are selected based on quantitative and qualitative analysis.
Monitoring Daily and periodic monitoring and reporting takes place on an ongoing basis.
</TABLE>
Trading Advisors are analyzed by a combination of qualitative and
quantitative factors, including:
QUALITATIVE FACTORS
- Experience of staff responsible for development and management of trading
approach
- Development of Trading Advisor's profile
- Consistency of trading approach
- On-site office visit to Trading Advisor headquarters
- Ongoing commitment to research and development
- Flexibility to expand in order to meet demands of growth in assets
QUANTITATIVE MEASURES
- Review of historic performance returns
- Review of performance versus managed futures industry
- Review of risk including standard deviation of monthly returns and worst
decline periods
- Scrutiny of performance in key periods
- Leverage policies of Trading Advisors
- Correlation analysis of Trading Advisor returns versus managed futures
industry indices, and other asset class indices
Futures Interests Traded
Adding managed futures investments to a traditional portfolio of stocks and
bonds can provide qualified investors with access to major world economic
markets. At any given time, managed futures investments can participate in a
broad array of markets, selected from among the 75 global futures and forward
markets on approximately 20 exchanges worldwide.
<TABLE>
<CAPTION>
PARTICIPATION IN OVER 75 MARKETS WORLDWIDE
PLUS ENERGIES, AGRICULTURALS, AND METALS
UNITED STATES UNITED KINGDOM FRANCE GERMANY
- -------------------- ---------------- ------------------ ----------------------
<S> <C> <C> <C>
Bonds, Bills, & Long Gilt Notional Bond Bund
Notes Short Sterling Pibor Mark
Dollar Pound Franc DAX
S&P 500 FT-SE 100 CAC 40
<CAPTION>
RUSSIA CHINA JAPAN AUSTRALIA
- -------------------- ---------------- ------------------ ----------------------
<S> <C> <C> <C>
Ruble Hang Seng Index Government Bonds 3-year & 10-year bonds
Yen Dollar
Nikkei 225 All Ordinaries Index
</TABLE>
Each Partnership normally trades a portfolio of diverse futures interests,
but may trade a greater or lesser number of futures interests from time to time.
Each Limited Partner will obtain greater diversification in futures interests
traded than would be possible trading individually, unless substantially more
than the minimum investment described herein were committed to the futures
interests markets.
Exchange Privilege
At the sixth month-end after a person first becomes a Limited Partner in any
Partnership, and each calendar month thereafter, a Limited Partner may shift his
investment among the Partnerships (a
109
<PAGE>
"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 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 Select, Spectrum
Technical and Spectrum Strategic, 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.
110
<PAGE>
EXPERTS
The financial statements of Dean Witter Spectrum Global Balanced L.P., Dean
Witter Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., and Dean
Witter Spectrum Select 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, independent auditors,
as stated in their reports appearing herein and elsewhere in the Registration
Statement, and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Deloitte &
Touche 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.
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.
"AP"--Associated 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 Select,
Spectrum Technical and Spectrum Strategic, 1/12 of 4.60% of 1% of Net Assets (a
4.60% annual rate) to Spectrum Global Balanced, in each case as of the first day
of the month.
"CFTC"--Commodity Futures Trading Commissions.
"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.
"CPO"--Commodity Pool Operator.
"CTA"--Commodity Trading Advisor.
"Daily Limits"--Limits imposed by commodity exchanges on the amount of
fluctuation in futures interest prices during a single trading day.
111
<PAGE>
"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.
"NASD"--NASD Regulation, Inc.
"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.
"NFA"--National Futures Association.
"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.
"SEC"--Securities and Exchange Commission.
"Redemption Date"--The last day of the month in which a Request for
Redemption in proper form has been timely received by the General Partner.
112
<PAGE>
"Request for Redemption"--A letter in the form specified by the General
Partner, sent by an investor (or his assignee) to a DWR branch office and
received by the General Partner at least 5 business days prior to the Redemption
Date.
"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 with that Trading
Advisor 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.
113
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Limited Partners and the General Partner of
Dean Witter Spectrum Global Balanced L.P.,
Dean Witter Spectrum Strategic L.P.,
Dean Witter Spectrum Technical L.P., and
Dean Witter Spectrum Select L.P.
We have audited the accompanying statements of financial condition of Dean
Witter Spectrum Global Balanced L.P. (formerly Dean Witter Spectrum Balanced
L.P.), Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P.
and Dean Witter Spectrum Select L.P. (formerly Dean Witter Select Futures Fund
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 Global Balanced L.P.
(formerly Dean Witter Spectrum Balanced L.P.), Dean Witter Spectrum Strategic
L.P., Dean Witter Spectrum Technical L.P., and Dean Witter Spectrum Select L.P.
(formerly Dean Witter Select Futures Fund 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.
/s/ Deloitte & Touche LLP
February 17, 1998
New York, New York
F-1
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, December 31,
1998 ----------------------------
-------------- 1997
$ -------------
$ 1996
-------------
$
<S> <C> <C> <C>
(Unaudited)
ASSETS
Equity in Commodity futures trading accounts:
Cash 36,637,801 24,954,956 19,127,125
Net unrealized gain on open contracts 3,103,654 681,559 216,593
Net option premiums -- (458,150) --
-------------- ------------- -------------
Total Trading Equity 39,741,455 25,178,365 19,343,718
Subscriptions receivable 1,146,113 625,710 191,569
Interest receivable (DWR) 152,258 118,949 85,483
-------------- ------------- -------------
Total Assets 41,039,826 25,923,024 19,620,770
-------------- ------------- -------------
-------------- ------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 272,457 114,576 801,425
Accrued brokerage fees (DWR) 144,346 99,762 92,147
Incentive fees payable 124,260 -- --
Accrued management fee 39,225 25,450 20,943
-------------- ------------- -------------
Total Liabilities 580,288 239,788 914,515
-------------- ------------- -------------
PARTNERS' CAPITAL
Limited Partners (2,631,010.353, 1,849,054.344 and 1,591,356.003 Units,
respectively) 40,028,433 25,418,875 18,499,873
General Partner (28,335.924, 19,230.497 and 17,752.928 Units, respectively) 431,105 264,361 206,382
-------------- ------------- -------------
Total Partners' Capital 40,459,538 25,683,236 18,706,255
-------------- ------------- -------------
Total Liabilities and Partners' Capital 41,039,826 25,923,024 19,620,770
-------------- ------------- -------------
-------------- ------------- -------------
NET ASSET VALUE PER UNIT 15.21 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
<TABLE>
<CAPTION>
September 30, December 31,
1998 ----------------------------
-------------- 1997 1996
$ ------------- -------------
$ $
<S> <C> <C> <C>
(Unaudited)
ASSETS
Equity in Commodity futures trading accounts:
Cash 59,350,791 57,104,003 45,997,912
Net unrealized gain on open contracts 7,003,461 2,527,613 140,355
Net option premiums 22,399 322,123 (45,325)
-------------- ------------- -------------
Total Trading Equity 66,376,651 59,953,739 46,092,942
Subscriptions receivable 674,039 833,259 833,091
Interest receivable (DWR) 192,304 223,045 163,643
-------------- ------------- -------------
Total Assets 67,242,994 61,010,043 47,089,676
-------------- ------------- -------------
-------------- ------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,070,142 1,366,164 1,490,536
Accrued brokerage fees (DWR) 334,525 360,041 323,442
Accrued management fees 180,275 188,257 156,821
Incentive fees payable 178,429 -- --
-------------- ------------- -------------
Total Liabilities 1,763,371 1,914,462 1,970,799
-------------- ------------- -------------
PARTNERS' CAPITAL
Limited Partners (5,752,620.053, 5,460,628.572 and 4,184,723.907 Units,
respectively) 64,777,642 58,482,349 44,645,423
General Partner (62,339.891, 57,258.883 and 44,377.944 Units, respectively) 701,981 613,232 473,454
-------------- ------------- -------------
Total Partners' Capital 65,479,623 59,095,581 45,118,877
-------------- ------------- -------------
Total Liabilities and Partners' Capital 67,242,994 61,010,043 47,089,676
-------------- ------------- -------------
-------------- ------------- -------------
NET ASSET VALUE PER UNIT 11.26 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>
September 30, December 31,
1998 ------------------------------
-------------- 1997
$ --------------
$ 1996
--------------
$
<S> <C> <C> <C>
(Unaudited)
ASSETS
Equity in Commodity futures trading accounts:
Cash 206,394,071 168,849,922 106,460,248
Net unrealized gain on open contracts 38,717,919 12,296,712 2,533,889
Net option premiums -- -- 328,955
-------------- -------------- --------------
Total Trading Equity 245,111,990 181,146,634 109,323,092
Subscriptions receivable 5,199,391 2,965,621 5,117,123
Interest receivable (DWR) 731,914 657,562 381,841
-------------- -------------- --------------
Total Assets 251,043,295 184,769,817 114,822,056
-------------- -------------- --------------
-------------- -------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,615,504 1,009,230 683,809
Accrued brokerage fees (DWR) 1,406,937 1,097,194 776,253
Accrued management fees 776,241 573,696 376,365
Incentive fees payable 746,222 139,190 --
-------------- -------------- --------------
Total Liabilities 4,544,904 2,819,310 1,836,427
-------------- -------------- --------------
PARTNERS' CAPITAL
Limited Partners (14,943,469.879, 12,308,185.227 and 8,216,910.942 Units,
respectively) 244,001,087 180,099,271 111,852,280
General Partner (152,943.553, 126,515.511 and 83,258.292 Units,
respectively) 2,497,304 1,851,236 1,133,349
-------------- -------------- --------------
Total Partners' Capital 246,498,391 181,950,507 112,985,629
-------------- -------------- --------------
Total Liabilities and Partners' Capital 251,043,295 184,769,817 114,822,056
-------------- -------------- --------------
-------------- -------------- --------------
NET ASSET VALUE PER UNIT 16.33 14.63 13.61
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, December 31,
1998 ------------------------------
-------------- 1997
$ --------------
$ 1996
--------------
$
<S> <C> <C> <C>
(Unaudited)
ASSETS
Equity in Commodity futures trading accounts:
Cash 172,638,489 158,178,925 154,784,007
Net unrealized gain on open contracts 32,213,652 9,627,161 6,477,994
Net option premiums -- -- 18,205
-------------- -------------- --------------
Total Trading Equity 204,852,141 167,806,086 161,280,206
Subscriptions receivable 3,515,676 -- 5,365,420
Interest receivable (DWR) 598,766 638,204 533,060
Due from DWR -- 1,097,517 409,326
-------------- -------------- --------------
Total Assets 208,966,583 169,541,807 167,588,012
-------------- -------------- --------------
-------------- -------------- --------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,632,666 2,272,314 2,370,157
Incentive fees payable 1,308,547 -- 348,459
Accrued brokerage fees (DWR) 1,151,853 -- 491,315
Accrued management fees 476,629 423,673 403,858
Accrued administrative expenses -- 72,499 123,343
Accrued transaction fees and costs -- -- 64,595
-------------- -------------- --------------
Total Liabilities 4,569,695 2,768,486 3,801,727
-------------- -------------- --------------
PARTNERS' CAPITAL
Limited Partners (7,769,237.821, 7,867,474.900, and 8,213,251.000 Units,
respectively) 200,954,800 163,999,307 161,174,820
General Partner (133,076.700 Units) 3,442,088 2,774,014 2,611,465
-------------- -------------- --------------
Total Partners' Capital 204,396,888 166,773,321 163,786,285
-------------- -------------- --------------
Total Liabilities and Partners' Capital 208,966,583 169,541,807 167,588,012
-------------- -------------- --------------
-------------- -------------- --------------
NET ASSET VALUE PER UNIT 25.87 20.85 19.62
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months Ended
For the Years Ended
September 30, December 31,
-------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<CAPTION>
$ $ $ $ $
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 1,376,863 3,416,023 3,683,460 177,564 1,508,581
Net change in unrealized 2,422,095 441,805 464,966 (175,835) 373,624
------------ ------------ ------------ ------------ ------------
Total Trading Results 3,798,958 3,857,828 4,148,426 1,729 1,882,205
Interest income (DWR) 1,168,924 815,238 1,145,033 891,897 447,608
------------ ------------ ------------ ------------ ------------
Total Revenues 4,967,882 4,673,066 5,293,459 893,626 2,329,813
------------ ------------ ------------ ------------ ------------
EXPENSES
Brokerage fees (DWR) 1,105,224 826,798 1,124,531 1,030,310 503,995
Management fees 290,828 193,209 269,162 221,282 104,999
Incentive fees 152,442 300,250 300,250 -- 161,155
------------ ------------ ------------ ------------ ------------
Total Expenses 1,548,494 1,320,257 1,693,943 1,251,592 770,149
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) 3,419,388 3,352,809 3,599,516 (357,966) 1,559,664
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Net Income (Loss) Allocation:
Limited Partners 3,382,644 3,317,393 3,561,537 (354,537) 1,536,421
General Partner 36,744 35,416 37,979 (3,429) 23,243
Net Income (Loss) per Unit:
Limited Partners 1.46 1.99 2.12 (.44) 2.24
General Partner 1.46 1.99 2.12 (.44) 2.24
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months Ended
For the Years Ended
September 30, December 31,
-------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<CAPTION>
$ $ $ $ $
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 2,125,953 3,748,975 1,297,824 4,980,402 3,408,036
Net change in unrealized 4,475,848 717,205 2,387,258 (1,679,048) 1,451,792
------------ ------------ ------------ ------------ ------------
Total Trading Results 6,601,801 4,466,180 3,685,082 3,301,354 4,859,828
Interest income (DWR) 1,732,273 1,678,432 2,304,248 1,604,026 887,226
------------ ------------ ------------ ------------ ------------
Total Revenues 8,334,074 6,144,612 5,989,330 4,905,380 5,747,054
------------ ------------ ------------ ------------ ------------
EXPENSES
Brokerage fees (DWR) 3,169,563 3,305,511 4,414,327 3,398,205 1,802,579
Management fees 1,675,367 1,633,015 2,212,788 1,587,213 824,036
Incentive fees 178,428 427,095 427,094 726,825 437,310
------------ ------------ ------------ ------------ ------------
Total Expenses 5,023,358 5,365,621 7,054,209 5,712,243 3,063,925
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) 3,310,716 778,991 (1,064,879) (806,863) 2,683,129
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Net Income (Loss) Allocation:
Limited Partners 3,271,967 770,488 (1,054,657) (799,980) 2,659,882
General Partner 38,749 8,503 (10,222) (6,883) 23,247
Net Income (Loss) per Unit:
Limited Partners .55 .39 0.04 (.39) 1.05
General Partner .55 .39 0.04 (.39) 1.05
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months Ended For the Years Ended
September 30, December 31,
---------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
------------- ------------- ------------- ------------- ------------
<CAPTION>
$ $ $ $ $
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 13,007,107 5,346,080 13,777,460 26,334,748 4,446,595
Net change in unrealized 26,421,207 4,725,888 9,762,823 (1,552,659) 3,362,093
------------- ------------- ------------- ------------- ------------
Total Trading Results 39,428,314 10,071,968 23,540,283 24,782,089 7,808,688
Interest income (DWR) 6,008,143 4,219,684 5,987,304 3,242,977 1,430,845
------------- ------------- ------------- ------------- ------------
Total Revenues 45,436,457 14,291,652 29,527,587 28,025,066 9,239,533
------------- ------------- ------------- ------------- ------------
EXPENSES
Brokerage fees (DWR) 11,107,075 8,396,911 11,617,770 6,997,531 3,003,934
Management fees 5,955,922 4,148,649 5,832,758 3,273,649 1,373,227
Incentive fees 2,653,466 230,786 369,975 1,852,569 600,504
------------- ------------- ------------- ------------- ------------
Total Expenses 19,716,463 12,776,346 17,820,503 12,123,749 4,977,665
------------- ------------- ------------- ------------- ------------
NET INCOME 25,719,994 1,515,306 11,707,084 15,901,317 4,261,868
------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------
Net Income Allocation:
Limited Partners 25,458,926 1,500,589 11,589,197 15,737,852 4,226,249
General Partner 261,068 14,717 117,887 163,465 35,619
Net Income per Unit:
Limited Partners 1.70 .19 1.02 2.11 1.72
General Partner 1.70 .19 1.02 2.11 1.72
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months
Ended For the Years Ended
September 30, December 31,
------------------------ -------------------------------------
1998 1997 1997 1996 1995
----------- ----------- ----------- ----------- -----------
$ $ $ $ $
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 25,414,460 17,548,841 15,940,851 26,876,393 65,987,157
Net change in unrealized 22,586,491 (628,624) 3,149,167 (10,950,217) (4,657,344)
----------- ----------- ----------- ----------- -----------
Total Trading Results 48,000,951 16,920,217 19,090,018 15,926,176 61,329,813
Interest income (DWR) 5,105,202 5,592,135 7,405,511 6,120,347 7,969,749
----------- ----------- ----------- ----------- -----------
Total Revenues 53,106,153 22,512,352 26,495,529 22,046,523 69,299,562
----------- ----------- ----------- ----------- -----------
EXPENSES
Brokerage fees (DWR) 7,767,759 7,535,328 9,777,851 10,641,478 14,173,695
Management fees 3,715,645 3,988,231 5,239,533 4,583,197 5,626,908
Incentive fees 1,828,624 49,989 49,989 175,796 8,707,049
Transaction fees and costs 625,328 926,221 1,370,439 1,104,011 1,589,795
Administrative expenses 64,000 83,000 114,000 128,000 148,000
----------- ----------- ----------- ----------- -----------
Total Expenses 14,001,356 12,582,769 16,551,812 16,632,482 30,245,447
----------- ----------- ----------- ----------- -----------
NET INCOME 39,104,797 9,929,583 9,943,717 5,414,041 39,054,115
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net Income Allocation:
Limited Partners 38,436,723 9,768,879 9,781,168 5,283,411 38,580,172
General Partner 668,074 160,704 162,549 130,630 473,943
Net Income per Unit:
Limited Partners 5.02 1.21 1.22 .98 3.56
General Partner 5.02 1.21 1.22 .98 3.56
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 1998 (unaudited) and
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 Global 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
Offering of Units 965,847.145 13,746,040 130,000 13,876,040
Net Income -- 3,382,644 36,744 3,419,388
Redemptions (174,785.709) (2,519,126) -- (2,519,126)
------------- ----------- --------- -----------
Partners' Capital, September 30, 1998 (Unaudited) 2,659,346.277 40,028,433 431,105 40,459,538
------------- ----------- --------- -----------
------------- ----------- --------- -----------
</TABLE>
<TABLE>
<CAPTION>
Units of
Partnership Limited General
Interest Partners Partner Total
------------- ----------- --------- -----------
$ $ $
<S> <C> <C> <C> <C>
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
Offering of Units 1,196,114.812 11,881,056 50,000 11,931,056
Net Income -- 3,271,967 38,749 3,310,716
Redemptions (899,042.323) (8,857,730) -- (8,857,730)
------------- ----------- --------- -----------
Partners' Capital, September 30, 1998 (Unaudited) 5,814,959.944 64,777,642 701,981 65,479,623
------------- ----------- --------- -----------
------------- ----------- --------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL--(Concluded)
For the Nine Months Ended September 30, 1998 (unaudited) and
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
Offering of Units 3,755,829.080 54,600,215 385,000 54,985,215
Net Income -- 25,458,926 261,068 25,719,994
Redemptions (1,094,116.386) (16,157,325) -- (16,157,325)
-------------- ------------ --------- ------------
Partners' Capital, September 30, 1998
(Unaudited) 15,096,413.432 244,001,087 2,497,304 246,498,391
-------------- ------------ --------- ------------
-------------- ------------ --------- ------------
</TABLE>
<TABLE>
<CAPTION>
Units of
Partnership Limited General
Interest Partners Partner Total
-------------- ------------ --------- ------------
$ $ $
<S> <C> <C> <C> <C>
Dean Witter Spectrum Select L.P.
Partners' Capital, December 31, 1994 11,152,608.700 166,182,436 2,006,892 168,189,328
Net Income -- 38,580,172 473,943 39,054,115
Redemptions (1,687,695.300) (30,797,183) -- (30,797,183)
Partners' Capital, December 31, 1995 9,464,913.400 173,965,425 2,480,835 176,446,260
-------------- ------------ --------- ------------
Offering of Units 514,057.500 10,251,712 -- 10,251,712
Net Income -- 5,283,411 130,630 5,414,041
Redemptions (1,632,643.200) (28,325,728) -- (28,325,728)
-------------- ------------ --------- ------------
Partners' Capital, December 31, 1996 8,346,327.700 161,174,820 2,611,465 163,786,285
Offering of Units 573,746.700 12,056,614 -- 12,056,614
Net Income -- 9,781,168 162,549 9,943,717
Redemptions (919,522.800) (19,013,295) -- (19,013,295)
-------------- ------------ --------- ------------
Partners' Capital, December 31, 1997 8,000,551.600 163,999,307 2,774,014 166,773,321
Offering of Units 682,462.929 15,265,517 -- 15,265,517
Net Income -- 38,436,723 668,074 39,104,797
Redemptions (780,700.008) (16,746,747) -- (16,746,747)
-------------- ------------ --------- ------------
Partners' Capital, September 30, 1998
(Unaudited) 7,902,314.521 200,954,800 3,442,088 204,396,888
-------------- ------------ --------- ------------
-------------- ------------ --------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
DEAN WITTER SPECTRUM GLOBAL BALANCED L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended For the Years Ended
September 30, December 31,
---------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<CAPTION>
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 3,419,388 3,352,809 3,599,516 (357,966) 1,559,664
Noncash item included in net income (loss):
Net change in unrealized (2,422,095) (441,805) (464,966) 175,835 (373,624)
(Increase) decrease in operating assets:
Net option premiums (458,150) 434,400 458,150 -- --
Interest receivable (DWR) (33,309) 91,782 (33,466) (24,354) (44,925)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 44,584 1,593 7,615 25,474 50,100
Incentive fees payable 13,775 2,970 -- (49,873) 49,873
Accrued management fees 124,260 -- 4,507 7,053 10,437
------------- ------------- ------------- ------------- -------------
Net cash provided by (used for) operating
activities 688,453 3,441,749 3,571,356 (223,831) 1,251,525
------------- ------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 13,876,040 4,754,983 6,527,261 7,259,621 9,639,381
(Increase) decrease in subscriptions receivable (520,403) (479,441) (434,141) 869,488 (538,337)
Increase (decrease) in redemptions payable 157,881 (628,184) (686,849) 762,679 38,746
Redemptions of Units (2,519,126) (2,710,626) (3,149,796) (2,949,900) (242,390)
------------- ------------- ------------- ------------- -------------
Net cash provided by financing activities 10,994,392 936,732 2,256,475 5,941,888 8,897,400
------------- ------------- ------------- ------------- -------------
Net increase in cash 11,682,845 4,378,481 5,827,831 5,718,057 10,148,925
Balance at beginning of period 24,954,956 19,127,125 19,127,125 13,409,068 3,260,143
------------- ------------- ------------- ------------- -------------
Balance at end of period 36,637,801 23,505,606 24,954,956 19,127,125 13,409,068
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended For the Years Ended
September 30, December 31,
---------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<CAPTION>
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 3,310,716 778,991 (1,064,879) (806,863) 2,683,129
Noncash item included in net income (loss):
Net change in unrealized (4,475,848) (717,205) (2,387,258) 1,679,048 (1,451,792)
(Increase) decrease in operating assets:
Net option premiums 30,741 (37,933) (367,448) 25,452 (26,584)
Interest receivable (DWR) 299,724 (429,165) (59,402) (55,568) (72,271)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) (25,516) 72,594 36,599 110,617 140,765
Accrued management fee (7,982) 50,257 31,436 59,530 64,349
Incentive fees payable 178,429 -- -- (198,924) 180,083
------------- ------------- ------------- ------------- -------------
Net cash provided by (used for) operating
activities (689,736) (282,461) (3,810,952) 813,292 1,517,679
------------- ------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 11,931,056 19,238,856 22,527,135 18,630,024 19,251,379
(Increase) decrease in subscriptions receivable 159,220 (1,233,166) (168) 714,659 488,896
Increase (decrease) in redemptions payable (296,022) (996,749) (124,372) 1,413,226 77,310
Redemptions of Units (8,857,730) (5,181,426) (7,485,552) (5,167,216) (1,390,505)
------------- ------------- ------------- ------------- -------------
Net cash provided by financing activities 2,936,524 11,827,515 14,917,043 15,590,693 18,427,080
------------- ------------- ------------- ------------- -------------
Net increase in cash 2,246,788 11,545,054 11,106,091 16,403,985 19,944,759
Balance at beginning of period 57,104,003 45,997,912 45,997,912 29,593,927 9,649,168
------------- ------------- ------------- ------------- -------------
Balance at end of period 59,350,791 57,542,966 57,104,003 45,997,912 29,593,927
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-13
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended For the Years Ended
September 30, December 31,
------------------------------ ---------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
-------------- -------------- -------------- -------------- -------------
<CAPTION>
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 25,719,994 1,515,306 11,707,084 15,901,317 4,261,868
Noncash item included in net income:
Net change in unrealized (26,421,207) (4,725,888) (9,762,823) 1,552,659 (3,362,093)
(Increase) decrease in operating assets:
Net option premiums (74,352) (156,312) 328,955 (328,955) --
Interest receivable (DWR) -- 187,275 (275,721) (189,153) (146,210)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (DWR) 309,743 225,943 320,941 388,414 295,915
Accrued management fees 202,545 147,659 197,331 199,067 135,276
Incentive fees payable 607,032 -- 139,190 -- (19,678)
-------------- -------------- -------------- -------------- -------------
Net cash provided by (used for) operating
activities 343,755 (2,806,017) 2,654,957 17,523,349 1,165,078
-------------- -------------- -------------- -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 54,985,215 58,993,471 69,682,458 44,442,998 42,013,374
(Increase) decrease in subscriptions
receivable 606,274 452,849 2,151,502 (2,025,927) (606,947)
Increase (decrease) in redemptions payable (2,233,770) (313,115) 325,421 499,483 184,326
Redemptions of Units (16,157,325) (9,083,723) (12,424,664) (6,685,065) (1,879,917)
-------------- -------------- -------------- -------------- -------------
Net cash provided by financing activities 37,200,394 50,049,482 59,734,717 36,231,489 39,710,836
-------------- -------------- -------------- -------------- -------------
Net increase in cash 37,544,149 47,243,465 62,389,674 53,754,838 40,875,914
Balance at beginning of period 168,849,922 106,460,248 106,460,248 52,705,410 11,829,496
-------------- -------------- -------------- -------------- -------------
Balance at end of period 206,394,071 153,703,713 168,849,922 106,460,248 52,705,410
-------------- -------------- -------------- -------------- -------------
-------------- -------------- -------------- -------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-14
<PAGE>
DEAN WITTER SPECTRUM SELECT L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended For the Years Ended
September 30, December 31,
------------------------------ ----------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
<CAPTION>
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 39,104,797 9,929,583 9,943,717 5,414,041 39,054,115
Noncash item included in net income:
Net change in unrealized (22,586,491) 628,624 (3,149,167) 10,950,217 4,657,344
(Increase) decrease in operating assets:
Net option premiums -- 18,205 18,205 (1,185) 368,130
Due from DWR 1,097,517 (342,974) (688,191) (236,577) 1,181,051
Interest receivable (DWR) 39,438 (65,989) (105,144) 59,297 69,088
Increase (decrease) in operating liabilities:
Incentive fees payable 1,151,853 168,172 (348,459) 348,459 --
Accrued brokerage fees (DWR) 1,308,547 (348,459) (491,315) (173,003) 23,278
Accrued management fees 52,956 30,408 19,815 (42,247) 18,914
Accrued administrative expenses (72,499) (13,222) (50,844) (40,924) 61,142
Accrued transaction fees and costs -- (16,841) (64,595) (6,097) 29,778
-------------- -------------- -------------- -------------- --------------
Net cash provided by operating activities 20,096,118 9,987,507 5,084,022 16,271,981 45,462,840
-------------- -------------- -------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
(Increase) decrease in subscriptions receivable (3,515,676) 5,365,420 5,365,420 (5,365,420) --
Offering of Units 15,265,517 12,056,614 12,056,614 10,251,712 --
Increase (decrease) in redemptions payable (639,648) (860,962) (97,843) 818,800 (660,125)
Redemptions of Units (16,746,747) (14,009,517) (19,013,295) (28,325,728) (30,797,183)
-------------- -------------- -------------- -------------- --------------
Net cash provided by (used for) financing
activities (5,636,554) 2,551,555 (1,689,104) (22,620,636) (31,457,308)
-------------- -------------- -------------- -------------- --------------
Net increase (decrease) in cash 14,459,564 12,539,062 3,394,918 (6,348,655) 14,005,532
Balance at beginning of period 158,178,925 154,784,007 154,784,007 161,132,662 147,127,130
-------------- -------------- -------------- -------------- --------------
Balance at end of period 172,638,489 167,323,069 158,178,925 154,784,007 161,132,662
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-15
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization--Dean Witter Spectrum Global Balanced L.P. (formally known as Dean
Witter Spectrum Balanced L.P.) ("Spectrum Balanced"), Dean Witter Spectrum
Strategic L.P. ("Spectrum Strategic"), Dean Witter Spectrum Technical L.P.
("Spectrum Technical") and Dean Witter Spectrum Select L.P. (formally known as
Dean Witter Select Futures Fund L.P.) ("Spectrum Select"), (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"). The non-clearing
commodity broker is Dean Witter Reynolds, Inc. ("DWR"), an affiliate of Demeter.
The clearing commodity broker, Carr Futures Inc. ("Carr"), provides clearing and
execution services. Both Demeter and DWR are wholly-owned subsidiaries of Morgan
Stanley Dean Witter & Co. ("MSDW").
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by 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, Spectrum
Technical and Spectrum Select 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 August 1, 1997, brokerage fees were reduced to 49/120 of 1% of
the Net Assets (a 4.9% annual rate) as of the first day of the month. Effective
June 1, 1998, brokerage fees were reduced to a flat-rate monthly fee of 1/12 of
4.60% (a 4.60% annual rate) of the Net Assets as of the first day of each 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 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 reduced to 51/80 of 1% of the Net Assets (a 7.65%
annual rate) as of the first day of the month. Effective June 1, 1998, brokerage
fees for Spectrum Select, Spectrum Strategic and Spectrum Technical were reduced
to a flat-rate monthly fee of 1/12 of 7.25% (a 7.25% annual rate) of the Net
Assets as of the first day of each month.
F-16
<PAGE>
Prior to June 1, 1998, brokerage fees for Spectrum Select were accrued on a
half-turn basis at 80% of DWR's published non-member rates. Brokerage fees and
transaction fees and costs chargeable to the Partnership had been capped at .65%
per month of the Partnership's month-end Net Assets.
Such fees cover all brokerage commissions, transaction fees and costs and
ordinary administrative and continuing offering expenses.
Operating Expenses--Spectrum Balanced, Spectrum Strategic and Spectrum Technical
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.
Spectrum Select 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. In addition, the Partnership incurs a monthly management fee and may
incur an incentive fee. Demeter bears all other operating expenses. Effective
with the June 1, 1998 change to a flat rate brokerage commission, all common
administrative and continuing offering expenses will be borne by DWR through the
brokerage commissions.
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--Spectrum Balanced, Spectrum Strategic and
Spectrum Technical will terminate on December 31, 2035 and Spectrum Strategic
will terminate on December 31, 2025 regardless of their 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 fees 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. Each Partnership is authorized to issue and to sell Units
at monthly closings at a price per Unit equal to 100% of the Net Asset Value of
a Unit of such Partnership as of the close of business on the date of such
monthly closings.
F-17
<PAGE>
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 Global Balanced L.P.
RXR, Inc.
Dean Witter Spectrum Strategic L.P.
Blenheim Investments, Inc.
Stonebrook Capital Management, Inc.
Willowbridge Associates Inc.
Dean Witter Spectrum Technical L.P.
Campbell & Company, Inc.
Chesapeake Capital Corporation
John W. Henry & Company, Inc. ("JWH")
Dean Witter Spectrum Select L.P.
EMC Capital Management, Inc.
Rabar Market Research, Inc.
Sunrise Capital Management, Inc.
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:
Management Fee--The management fee is accrued at the rate of 5/48 of 1% of the
Net Assets on the first day of each month (a 1.25% annual rate) for Spectrum
Balanced.
Prior to June 1, 1998, the management fee was accrued at the rate of 1/4 of 1%
of the Partnership's adjusted Net Assets, as defined in the Limited Partnership
Agreement, as of the last day of each month (a 3% annual rate) to Spectrum
Select. Effective June 1, 1998, the management fee is accrued at the rate of
1/4 of 1% per month of the Net Assets allocated to each trading advisor on the
first day of each month (a 3% annual rate).
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, except Spectrum
Strategic pays Stonebrook a 3% annual rate.
Incentive Fee--Spectrum Global Balanced, Spectrum Strategic and Spectrum
Technical each will pay a monthly incentive fee equal to 15% of the "Trading
Profits" as defined in the Limited Partnership Agreement, experienced with
respect to each trading advisor's allocated Net Assets as of the end of each
calendar month (except, Spectrum Technical pays Chesapeake a monthly incentive
fee of 19%).
Prior to June 1, 1998, Spectrum Select paid, when applicable, a quarterly
incentive fee to each trading advisor equal to 17.5% of the trading advisors
"Trading Profits" experienced by the Net Assets allocated to such trading
advisor as of the end of each calendar quarter. Effective June 1, 1998 the
incentive fees were paid at a monthly rate of 15% of "Trading Profits."
For all Partnerships, if a trading advisor has experienced "Trading losses" 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 supplemental closing before the
trading advisor is eligible for an incentive fee.
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
F-18
<PAGE>
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
September 30, 1998, December 31, 1997, 1996 and 1995, open contracts were:
<TABLE>
<CAPTION>
Spectrum Global Balanced
--------------------------
Contract or Notional
Amount
--------------------------
December 31,
September 30, --------------------------
1998 1997 1996
------------- ------------ ------------
$ $ $
(Unaudited)
<S> <C> <C> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase 98,765,000 40,675,000 18,417,000
Commitments to Sell 922,000 6,721,000 13,206,000
Commodity Futures:
Commitments to Purchase 2,662,000 -- 4,064,000
Commitments to Sell 1,415,000 5,168,000 4,337,000
Foreign Futures:
Commitments to Purchase 256,349,000 45,574,000 61,568,000
Commitments to Sell 11,625,000 26,176,000 4,802,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase 11,356,000 2,436,000 8,070,000
Commitments to Sell 4,411,000 10,218,000 17,843,000
</TABLE>
<TABLE>
<CAPTION>
Spectrum Strategic
--------------------------
Contract or Notional
Amount
--------------------------
December 31,
September 30, --------------------------
1998 1997 1996
------------- ------------ ------------
$ $ $
(Unaudited)
<S> <C> <C> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase 522,161,000 87,114,000 15,204,000
Commitments to Sell 22,866,000 69,871,000 28,092,000
Options Written 1,131,000 -- 5,212,000
Commodity Futures:
Commitments to Purchase 68,536,000 32,034,000 36,735,000
Commitments to Sell 29,530,000 24,672,000 16,911,000
Options Written 1,600,000 -- 2,126,000
Foreign Futures:
Commitments to Purchase 258,783,000 119,070,000 37,389,000
Commitments to Sell 25,369,000 5,387,000 10,787,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase -- 748,000 1,157,000
Commitments to Sell 1,350,000 748,000 1,121,000
</TABLE>
F-19
<PAGE>
<TABLE>
<CAPTION>
Spectrum Technical
--------------------------
Contract or Notional
Amount
--------------------------
December 31,
September 30, --------------------------
1998 1997 1996
------------- ------------ ------------
$ $ $
(Unaudited)
<S> <C> <C> <C>
Exchange-Traded Contracts:
Financial Futures:
Commitments to Purchase 821,969,000 302,165,000 113,494,000
Commitments to Sell 22,290,000 80,696,000 88,136,000
Options Written -- -- 4,505,000
Commodity Futures:
Commitments to Purchase 25,939,000 36,753,000 21,658,000
Commitments to Sell 82,475,000 84,557,000 51,283,000
Foreign Futures:
Commitments to Purchase 1,557,388,000 283,941,000 112,745,000
Commitments to Sell 120,514,000 379,781,000 81,929,000
Off-Exchange-Traded Forward Currency Contracts:
Commitments to Purchase 516,287,000 116,349,000 40,864,000
Commitments to Sell 248,607,000 203,705,000 24,397,000
</TABLE>
<TABLE>
<CAPTION>
Spectrum Select
--------------------------
Contract or Notional
Amount
--------------------------
December 31,
September 30, --------------------------
1998 1997 1996
------------- ------------ ------------
$ $ $
(Unaudited)
<S> <C> <C> <C>
Exchange-Traded Contracts:
Finacial Futures:
Commitments to Purchase 910,349,000 428,493,000 295,593,000
Commitments to Sell 17,635,000 173,316,000 224,416,000
Commodity Futures:
Commitments to Purchase 37,369,000 23,131,000 28,171,000
Commitments to Sell 28,694,000 135,389,000 106,936,000
Options written -- -- 1,299,000
Foreign Futures:
Commitments to Purchase 2,394,200,000 997,389,000 395,250,000
Commitments to Sell 124,350,000 315,676,000 73,489,000
Off-Exchange-Traded
Forward Currency Contracts
Commitments to Purchase 105,273,000 96,671,000 212,000
Commitments to Sell 33,766,000 127,065,000 --
</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 September 30, 1998, December 31, 1997 and 1996, respectively,
$3,103,654, $681,559 and $216,593 for Spectrum Balanced, $7,003,461, $2,527,613
and $140,355 for Spectrum Strategic, $38,717,919, $12,296,712 and $2,533,889 for
Spectrum Technical and $32,213,652, $9,627,161 and $6,477,994 for Spectrum
Select.
For Spectrum Balanced, of the $3,103,654 net unrealized gain on open contracts
at September 30, 1998, $2,613,331 related to exchange-traded futures contracts
and $490,323 related to off-exchange-traded forward currency contracts. 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
F-20
<PAGE>
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 $7,003,461 net unrealized gain on open contracts
at September 30, 1998, $7,006,094 related to exchange-traded futures and options
contracts and $(2,633) related to off-exchange-traded forward currency
contracts. 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.
For Spectrum Technical, of the $38,717,919 net unrealized gain on open contracts
at September 30, 1998, $35,215,556 was related to exchange-traded futures
contracts and $3,502,363 related to off-exchange-traded forward currency
contracts. 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.
For Spectrum Select, of the $32,213,652 net unrealized gain on open contracts at
September 30, 1998, $30,652,051 related to exchange-traded futures contracts and
$1,561,601 related to off-exchange-traded forward currency contracts. 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.
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 September 30, 1998, December 1997 and 1996
mature as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1997 1996
September 30, ------------------ ------------------
1998
-------------------
(Unaudited)
<S> <C> <C> <C>
Spectrum Global Balanced
Exchange-Traded Contracts December 1998 March 1998 June 1997
Off-Exchange-Traded Forward Currency Contracts December 1998 March 1998 January 1997
Spectrum Strategic
Exchange-Traded Contracts December 1999 December 1998 December 1997
Off-Exchange-Traded Forward Currency Contracts October 1998 January 1998 January 1997
Spectrum Technical
Exchange-Traded Contracts September 1999 December 1998 December 1997
Off-Exchange-Traded Forward Currency Contracts December 1998 March 1998 March 1997
Spectrum Select
Exchange-Traded Contracts September 1999 December 1998 December 1997
Off-Exchange-Traded Forward Currency Contracts December 1998 March 1998 January 1997
</TABLE>
The Partnerships also have credit risk because either DWR or Carr act as the
futures commission merchants or the counterparties, with respect to most of the
Partnerships' assets. Exchange-traded futures and futures styled options
contracts are marked to market on a daily basis, with variations in value
settled on a daily basis. Each of DWR and Carr, as a futures commission merchant
for each Partnership's exchange-traded futures and futures styled options
contracts, are required, pursuant to regulations of the Commodity Futures
Trading Commission ("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
F-21
<PAGE>
futures styled options contracts, including an amount equal to the net
unrealized gain on all open futures and futures styled options contracts, which
funds, in the aggregate, totaled at September 30, 1998, December 31, 1997 and
1996 respectively, $39,251,132, $25,612,869 and $19,420,011 for Spectrum Global
Balanced, $66,356,885, $59,631,616 and $46,138,105 for Spectrum Strategic,
$241,609,627, $180,827,678 and $109,262,851 for Spectrum Technical and
$203,290,540, $168,693,769 and $161,261,953 for Spectrum Select. 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 contracts be segregated. With
respect to those off-exchange-traded forward currency contracts, the
Partnerships are at risk to the ability of Carr, the sole counterparty on all of
such contracts, to perform. Carr's parent, Credit Agricole Indosuez, has
guaranteed to the Partnership's payment of the net liquidating value of the
transactions in the Partnership's accounts with Carr (including foreign currency
contracts).
For the nine months ended September 30, 1998 and the years ended December 31,
1997 and 1996, the average fair value of financial instruments held for trading
purposes was as follows:
<TABLE>
<CAPTION>
September 30, 1998
(Unaudited)
---------------------------
Assets Liabilities
------------- ------------
$ $
<S> <C> <C>
Spectrum Global Balanced
Exchange-Traded Contracts:
Financial Futures 52,736,000 11,823,000
Options on Financial Futures -- 1,199,000
Commodity Futures 1,154,000 3,540,000
Foreign Futures 98,335,000 44,050,000
Off-Exchange-Traded Forward Currency Contracts 17,440,000 17,339,000
<CAPTION>
December 31, 1997
---------------------------
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
Foreign Futures 28,444,000 26,146,000
Off-Exchange-Traded Forward Currency Contracts 12,716,000 16,655,000
<CAPTION>
December 31, 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>
September 30, 1998
(Unaudited)
---------------------------
Assets Liabilities
------------- ------------
$ $
<S> <C> <C>
Spectrum Strategic
Exchange-Traded Contracts:
Financial Futures 136,904,000 50,858,000
Options on Financial Futures 46,604,000 1,1,525,000
Commodity Futures 45,908,000 16,688,0000
Options on Commodity Futures 3,561,000 2,347,000
Foreign Futures 233,789,000 21,643,000
Options on Foreign Futures 1,410,000 --
Off-Exchange-Traded Currency Contracts 84,000 512,000
</TABLE>
F-22
<PAGE>
<TABLE>
<CAPTION>
December 31, 1997
---------------------------
Assets Liabilities
------------- ------------
$ $
Exchange-Traded Contracts:
<S> <C> <C>
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>
December 31, 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>
September 30, 1998
(Unaudited)
---------------------------
Assets Liabilities
------------- ------------
$ $
<S> <C> <C>
Spectrum Technical
Exchange-Traded Contracts:
Financial Futures 354,177,000 125,801,000
Commodity Futures 21,708,000 93,258,000
Foreign Futures 662,496,000 360,427,000
Off-Exchange-Traded Forward Currency Contracts 397,309,000 454,483,000
<CAPTION>
December 31, 1997
---------------------------
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 Forward Currency Contracts 103,299,000 111,186,000
<CAPTION>
December 31, 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-23
<PAGE>
<TABLE>
<CAPTION>
September 30, 1998
(Unaudited)
---------------------------
Assets Liabilities
------------- ------------
$ $
Spectrum Select
Exchange-Traded Contracts:
<S> <C> <C>
Financial Futures 463,575,000 218,285,000
Options on Financial Futures 2,032,000 --
Commodity Futures 23,713,000 78,242,000
Options on Commodity Futures 65,000 --
Foreign Futures 1,213,201,000 464,465,000
Off-Exchange-Traded Forward Currency Contracts 149,349,000 149,619,000
<CAPTION>
December 31, 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
<CAPTION>
December 31, 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., MSDW (all such parties referred to
hereafter as the "Dean Witter Parties"), certain other limited partnership
commodity pools of which Demeter is the general partner, and certain trading
advisors 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.
F-24
<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 statement of financial condition is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of financial condition.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
financial condition presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of Demeter Management Corporation as
of November 30, 1997 and December 31, 1996 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
January 12, 1998
New York, New York
F-25
<PAGE>
DEMETER MANAGEMENT CORPORATION
(Wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"))
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
August 31,
1998 November 30, December 31,
(Unaudited) 1997 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
<CAPTION>
ASSETS $ $ $
<S> <C> <C> <C>
Investments in affiliated partnerships (Note 2) 25,218,889 22,016,069 18,955,507
Receivable from affiliated partnerships 27,705 968 1,049
Income taxes receivable -- 429,885 --
--------------- --------------- ---------------
Total Assets 25,246,594 22,446,922 18,956,556
--------------- --------------- ---------------
--------------- --------------- ---------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Payable to MSDW (Note 3) 17,831,371 17,995,100 15,762,235
Income taxes payable 1,290,426 -- 114,218
Accrued expenses 28,828 34,072 30,379
--------------- --------------- ---------------
Total Liabilities 19,150,625 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 50,000
Additional paid-in capital 111,170,000 111,170,000 111,170,000
Retained earnings 5,945,969 4,267,750 2,899,724
--------------- --------------- ---------------
117,165,969 115,487,750 114,119,724
Less: Notes receivable from MSDW (Note 4) (111,070,000) (111,070,000) (111,070,000)
--------------- --------------- ---------------
Total Stockholder's Equity 6,095,969 4,417,750 3,049,724
--------------- --------------- ---------------
Total Liabilities and Stockholder's Equity 25,246,594 22,446,922 18,956,556
--------------- --------------- ---------------
--------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements of financial
condition.
F-26
<PAGE>
DEMETER MANAGEMENT CORPORATION
(Wholly-owned subsidiary of Morgan Stanley Dean Witter & Co.)
NOTES TO STATEMENTS OF FINANCIAL CONDITION
(the information relating to 1998 is unaudited)
1. BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES
Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW").
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 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.
("DWIA II"), DWFCM International Access Fund L.P., Dean Witter Anchor
Institutional Balanced Portfolio Account L.P., ("Anchor"), Dean Witter Spectrum
Global Balanced L.P. (formerly, Dean Witter Spectrum Balanced L.P.), Dean Witter
Spectrum Strategic L.P., Dean Witter Spectrum Technical L.P., Dean Witter
Spectrum Select L.P. (formerly, Dean Witter Select Futures Fund L.P. ("DWSFF"),
DWR Chesapeake L.P., DWR Institutional Balanced Portfolio Account III L.P.
("DWIBP III"), DWR/JWH Futures Fund L.P. ("DWR/JWH") and Morgan Stanley Tangible
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.
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
continues 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 liquidated and distributed 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 distributed the
remainder of Anchor's assets in 1998.
On April 20, 1998, Dean Witter Spectrum Balanced L.P. changed its name to Dean
Witter Spectrum Global Balanced L.P. and Dean Witter Select Futures Fund L.P.
changed its name to Dean Witter Spectrum Select L.P.
On April 30, 1998, Demeter ceased trading activities in DWIA II and subsequently
distributed DWIA II's Net Assets.
F-27
<PAGE>
On May 11, 1998 Demeter registered with the SEC 5,000,000 additional units of
Dean Witter Spectrum Technical L.P. and 1,500,000 units of Dean Witter Spectrum
Select L.P., both of which are being offered to investors in a continuing public
offering with previously registered units of Dean Witter Spectrum Strategic L.P.
and Dean Witter Spectrum Global Balanced L.P.
On September 30, 1998, Demeter ceased trading activities in DWIBP III. Demeter
intends to distribute DWIBP III's assets in 1998.
Income Taxes--The results of operations of Demeter are included in the
consolidated federal income tax return of MSDW, computed on a separate company
basis and due to MSDW.
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.
Change in Fiscal Year--In 1997, Demeter changed its fiscal year-end from
December 31 to November 30 to conform to the fiscal year of MSDW.
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 August 31, 1998, November 30, 1997 and December 31, 1996 were as
follows:
<TABLE>
<CAPTION>
August 31,
1998 November 30, December 31,
(Unaudited) 1997 1996
------------- ------------- -------------
$ $ $
<S> <C> <C> <C>
Total assets................................... 1,344,787,930 1,195,307,516 1,084,660,072
Total liabilities.............................. 28,833,380 19,346,113 27,893,698
Total partners' capital........................ 1,315,954,550 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 MSDW
The payable to MSDW is primarily for amounts due for the purchase of partnership
investments.
4. NET WORTH REQUIREMENT
At August 31, 1998 (unaudited), November 30, 1997 and December 31, 1996, Demeter
held non-interest bearing notes from MSDW 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 MSDW are included in net worth for
purposes of this calculation.
5. LEGAL MATTERS
On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of California, County of
Los Angeles, on behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR, an affiliate of Demeter. Named defendants
F-28
<PAGE>
include DWR, Demeter, Dean Witter Futures and Currency Management Inc., MSDW
(all such parties referred to hereafter as the "Dean Witter Parties"), certain
limited partnership commodity pools of which Demeter is the general partner, and
certain trading advisors to those pools. On June 16, 1997, the plaintiffs in the
above actions filed a consolidated amended complaint alleging, among other
things, that the defendants committed fraud, deceit, negligent
misrepresentation, various violations of the California Corporations Code,
intentional and negligent breach of fiduciary duty, fraudulent and unfair
business practices, unjust enrichment, and conversion in the sale and operation
of the various limited partnership commodity pools. 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 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-29
<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 May 31, 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 May 31, 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
A-2
<PAGE>
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.
(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.
A-3
<PAGE>
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 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
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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 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
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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 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
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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 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,
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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 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
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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 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
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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 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.]
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 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."
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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.
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
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request, the General Partner shall send copies of same to any Limited Partner
upon payment by him of reasonable reproduction and distribution costs. Any
subscription documentation executed by a Limited Partner in connection with his
purchase of Units, Series Exchange or Non-Series Exchange, as applicable, shall
be retained by the Partnership for not less than six years.
Except as described herein or in the Prospectus, no person may receive,
directly or indirectly, any advisory, management, or incentive fee for
investment advice who shares or participates in per trade commodity brokerage
commissions paid by the Partnership. No Commodity Broker for the Partnership may
pay, directly or indirectly, rebates or "give-ups" to the General Partner or any
Trading Advisor, and such prohibitions may not be circumvented by any reciprocal
business arrangements. Assets of the Partnership shall not be commingled with
assets of any other person. Margin deposits and deposits of assets with a
Commodity Broker shall not constitute commingling.
The General Partner shall devote such time and resources to the
Partnership's business and affairs as it, in its sole discretion, shall deem
necessary or advisable to effectively manage the Partnership. Subject to Section
5, the General Partner may engage in other business activities and shall not be
required to refrain from any other activity or disgorge any profits from any
such activity, whether as general partner of additional partnerships formed for
investment in Futures Interests or otherwise. The General Partner may engage and
compensate, on behalf and from funds of the Partnership, such persons, firms, or
corporations, including any Affiliate of the General Partner, as the General
Partner in its sole judgment shall deem advisable for the conduct and operation
of the business of the Partnership; PROVIDED, HOWEVER, that, except as described
herein and in the Prospectus, the General Partner shall not engage any such
Affiliate to perform services for the Partnership without having made a good
faith determination that: (i) the Affiliate which it proposes to engage to
perform such services is qualified to do so (considering the prior experience of
the Affiliate or the individuals employed thereby); (ii) the terms and
conditions of the agreement pursuant to which such Affiliate is to perform
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise
determined by the General Partner to be fair and reasonable to the Partnership
and the Limited Partners; and (iii) the maximum period covered by the agreement
pursuant to which such Affiliate is to perform services for the Partnership
shall not exceed one year, and such agreement shall be terminable without
penalty upon 60 days' prior written notice by the Partnership. Nothing contained
in the preceding sentence shall prohibit the General Partner from receiving
reimbursement from the Partnership for expenses advanced on behalf of the
Partnership (other than organizational and offering expenses).
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.
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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 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
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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 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.
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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).
(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.
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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).
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
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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 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
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if: (1) the demand, claim, lawsuit, or legal action relates to the performance
of duties or services by such persons to the Partnership; (2) such demand,
claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3)
such advances are repaid, with interest at the legal rate under Delaware law, if
the person receiving such advance is ultimately found not to be entitled to
indemnification hereunder.
Nothing contained in this Section 14(b) shall increase the liability of any
Limited Partner to the Partnership beyond the amount of his unredeemed capital
contribution, undistributed profits, if any, and any amounts received on
distributions and redemptions and deemed received on Series Exchanges, together
with interest thereon. All rights to indemnification and payment of attorneys'
and accountants' fees and expenses shall not be affected by the termination of
the Partnership or the withdrawal, insolvency, or dissolution of the General
Partner.
The Partnership shall not incur the cost of that portion of liability
insurance which insures the General Partner and its Affiliates for any liability
as to which the General Partner and its Affiliates are prohibited from being
indemnified.
(c) Affiliate. As used in this Agreement, the term "Affiliate" of a person
shall mean: (i) any natural person, partnership, corporation, association, or
other legal entity directly or indirectly owning, controlling, or holding with
power to vote 10% or more of the outstanding voting securities of such person;
(ii) any partnership, corporation, association, or other legal entity 10% or
more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote by such person; (iii) any natural person,
partnership, corporation, association, or other legal entity directly or
indirectly controlling, controlled by, or under common control with, such
person; or (iv) any officer, director or partner of such person. Notwithstanding
the foregoing, solely for purposes of determining eligibility for
indemnification under Section 14(b), the term "Affiliate" shall include only
those persons performing services for the Partnership.
(d) Indemnification by Partners. In the event that the Partnership is made
a party to any claim, demand, dispute, or litigation or otherwise incurs any
loss, liability, damage, cost, or expense as a result of, or in connection with,
any Partner's (or assignee's) obligations or liabilities unrelated to the
Partnership's business, such Partner (or assignees cumulatively) shall
indemnify, defend, hold harmless and reimburse the Partnership for such loss,
liability, damage, cost and expense to which the Partnership shall become
subject (including attorneys' and accountants' fees and expenses).
15. Amendments; Meetings.
(a) Amendments with Consent of the General Partner. If, at any time during
the term of the Partnership, the General Partner shall deem it necessary or
desirable to amend this Agreement, such amendment shall be effective only if
embodied in an instrument approved by the General Partner and by Limited
Partners owning more than 50% of the Units then outstanding, and if made in
accordance with, and to the extent permissible under, the Act. Any amendment to
this Agreement or actions taken pursuant to this Section 15 that shall have been
approved by the percentage of outstanding Units prescribed above shall be deemed
to have been approved by all Limited Partners. Notwithstanding the foregoing,
the General Partner shall be authorized to amend this Agreement without the
consent of any Limited Partner in order to: (i) change the name of the
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
A-18
<PAGE>
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 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.
A-19
<PAGE>
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>
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.
A-20
<PAGE>
(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: ---------------------------------------------------
Name: Name:
Title: Title:
</TABLE>
A-21
<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
Charter Series shall only redeem Units in a minimum amount of 100 Units, unless
a Limited Partner is
redeeming his/her entire interest (all) in such Partnership.
[MSCG] Charter Graham Entire Interest Units
[MSCM] Charter Millburn Entire Interest Units
[MSCW] Charter Welton Entire Interest Units
Section D
Other managed futures funds shall only redeem $1,000 increments or WHOLE Units
unless a Limited Partner is redeeming his/her entire interest (all) in such
Partnership.
<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-22
<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-23
<PAGE>
EXHIBIT B
SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
DEAN WITTER SPECTRUM SERIES
UNITS OF LIMITED PARTNERSHIP INTEREST SUBSCRIPTION AND EXCHANGE INSTRUCTIONS
If you wish to purchase Units of one or more of the Spectrum Series
Partnerships, please follow the instructions below. Instructions relating to
"Subscribers" apply to all Subscribers. Instructions relating to "Cash
Subscribers" apply only to Subscribers purchasing Units for cash. Instructions
relating to "Exchange Subscribers" apply only to 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.
SUBSCRIPTION INSTRUCTIONS
All Subscribers should carefully read and review the Dean Witter Spectrum
Series Prospectus dated January 21, 1999 (the "Prospectus") and this
Subscription and Exchange Agreement and Power of Attorney ("Agreement"). By
signing the Agreement, the 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.
CASH 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 for Cash Subscribers (PAGES --Enter your Dean Witter Reynolds Inc. ("DWR") Account Number.
B-7--B-8) AND EXCHANGE
SUBSCRIBERS (PAGES B-9-B-10)
--Enter your Social Security Number or Taxpayer ID Number. If you are
subscribing on behalf of an entity (such as a trust, partnership or
corporation), check the appropriate box to indicate the type of
entity. If the Units are to be owned by joint tenants, either
person's Social Security Number may be used.
--If the Subscriber is subject to taxation in the United States, review
the representation relating to backup withholding tax, and enter the
taxable year of Subscriber, if other than calendar year, under
"United States Taxable Investors Only" on page B-7 (for Cash
Subscribers) or page B-9 (for Exchange Subscribers). If Subscriber
is a non-United States person, review the representation relating to
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 Cash Subscribers) or page B-9 (for
Exchange Subscribers). SUBSCRIBERS MUST SIGN BELOW THE APPLICABLE
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.
--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.
Item 1 FOR CASH SUBSCRIBERS (PAGE B-7) --Enter the dollar amount of the subscription for each Partnership whose
Units you wish to purchase.
Item 1 FOR EXCHANGE SUBSCRIBERS (PAGE --Enter the symbol(s) of the limited partnership(s) from which units are
B-9) to be redeemed; specify the quantity to be redeemed (entire interest
or number of whole units).
Item 2 FOR CASH SUBSCRIBERS (PAGE B-8) --Each Subscriber must execute the Agreement Signature Page on page B-8
AND EXCHANGE SUBSCRIBERS (PAGE (for Cash Subscribers) or page B-10 (for Exchange Subscriber).
B-10)
Item 3 FOR CASH SUBSCRIBERS (PAGE B-8) --Account Executive and Branch Manager must complete the required
AND EXCHANGE SUBSCRIBERS (PAGE information.
B-10)
</TABLE>
This Agreement must be mailed to Dean Witter Reynolds Inc. at Two World
Trade Center, 62nd Floor, New York, New York 10048-0026.
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 Select L.P., Dean Witter Spectrum Technical
L.P., Dean Witter Spectrum Strategic L.P. and Dean Witter Spectrum Global
Balanced L.P. (each, a "Partnership," and collectively, the "Partnerships"),
should carefully read and review the Partnerships' Prospectus dated January 21,
1999 (the "Prospectus"). Capitalized terms used below and not defined in this
Subscription and Exchange Agreement and Power of Attorney ("Agreement") are
defined (and described in detail) in the Prospectus.
FOR CASH SUBSCRIBERS: By executing the Cash Subscription Signature Page of
this Agreement, 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 EXCHANGE SUBSCRIBERS: By executing the Exchange Subscription 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 CASH SUBSCRIBERS: 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 EXCHANGE SUBSCRIBERS: 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 in that agreement, 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
B-2
<PAGE>
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.
(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 of
this representation (5), an "employee benefit plan" includes plans and
accounts of various types (including their related trusts) which provide for
the accumulation of a portion of an individual's earnings or compensation as
well as investment income earned thereon free from federal income tax until
such time as funds are distributed from the plan, and include corporate
"pension" and profit-sharing plans, "simplified employee pension plans,"
"Keogh" plans for self-employed individuals, and individual retirement
accounts ("IRAs").
(6) Unless representation (7) or (8) below is applicable, Subscriber's
subscription is made with Subscriber's funds for Subscriber's own account
and not as trustee, custodian or nominee for another.
(7) If Subscriber is subscribing as custodian for a minor, either (a)
the subscription is a gift Subscriber has made to such minor and is not made
with such minor's funds, in which case the representations as to net worth
and annual income herein apply only to such custodian; or (b) if the
subscription is not a gift, the representations as to net worth and annual
income 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 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 EXCHANGE SUBSCRIBERS:
(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 are 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, DWR,
any Additional Seller, any Trading Advisor, CFI, 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) from commodity pools other than
B-3
<PAGE>
Morgan Stanley Tangible Asset Fund L.P. ("MSTAF") and any of the Charter Series
of partnerships (each, a "Charter Partnership"); (iii) the proceeds from the
redemption of 500 units (200 units in the case of an IRA) from MSTAF or any
Charter Partnership; 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. 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.
Maine: (a) $200,000 NW, or (b) $50,000 NW and $50,000 AI.
Massachusetts: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Michigan: (a) $225,000 NW 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. 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 they
B-4
<PAGE>
first became a Limited Partner. Units redeemed on or prior to the last day
of the twenty-fourth month after which such Units were purchased may be
subject to a redemption charge. For further details, see "Redemptions" in
the Prospectus.
(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: (1) to do all things necessary to admit Subscriber 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; (2) to admit others as additional or substituted Limited Partners
to such Partnership(s) so long as such admission is in accordance with the terms
of the applicable Limited Partnership Agreement or any amendment thereto; (3) to
file, prosecute, defend, settle, or compromise any and all actions at law or
suits in equity for or on behalf of each Partnership in connection with any
claim, demand, or liability asserted or threatened by or against any
Partnership; and (4) to execute, acknowledge, swear to, deliver, file, and
record on 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 Select, Spectrum Technical, Spectrum
Strategic 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
CASH SUBSCRIPTION SIGNATURE PAGE
A
Please print or type. Use BLACK ink only.
PAGES B-7 AND B-8, THE CASH 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 Cash
Subscription 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 JANUARY 21, 1999, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR 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 Select L.P.
D W S F $
DWR Account No.
Dean Witter Spectrum Technical L.P.
D W S T $
Dean Witter Spectrum Strategic L.P.
D W S S $
Dean Witter Spectrum Global Balanced L.P.
D W S B $
</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 -- 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.
(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
(c) each Partnership specified is otherwise a suitable investment for such
Subscriber; and
(4) the Subscriber received the Prospectus at least five business days prior to
the applicable Monthly Closing.
The 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 SUBSCRIPTION SIGNATURE PAGE
B
Please print or type. Use BLACK ink only.
PAGES B-9 AND B-10, THE EXCHANGE 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, 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.
BY SUCH EXECUTION AND PAYMENT, THE SUBSCRIBER ACKNOWLEDGES RECEIPT OF THE
PROSPECTUS OF THE PARTNERSHIPS DATED JANUARY 21, 1999, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR HEREBY, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.
<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, Morgan Stanley Tangible Asset Fund
L.P. ("MSTAF"), and any Charter Series partnership (each, a "Charter Partnership"); (ii) 50 Units from any
Spectrum Series Partnership; (iii) 500 units (200 units in the case of an IRA) from MSTAF or a Charter
Partnership; 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
Survivorship / / Estate below for IRA accounts)
/ / Tenants in Common / / UGMA/UTMA (Minor) / / Employee Benefit Plan (Participant-
/ / Community Property / / Partnership Directed)
/ / Grantor or other Revocable Trust / / Corporation / / Defined Benefit Plan (Other)
/ / 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. ( ........ ) ........
/ / 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.)
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 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 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.
(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
(c) each Partnership specified is otherwise a suitable investment for such
Subscriber; 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>
No person is authorized to give any information or to make any representation
not contained in this Prospectus in connection with the matters described
herein, and, if given or made, such information or representation must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer by any person within any jurisdiction in which such offer is not
authorized, or in which the person making such offer is not qualified to do so,
or to any person to whom such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information contained herein is
correct as of any time subsequent to the date of its issue.
Until 40 days from the date of this Prospectus, all dealers that effect
transactions in these securities, or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers obligation
to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
$
----------
<S> <C>
SEC registration fee.............................................................................................. 0
NASD filing fee................................................................................................... 0
Printing and engraving............................................................................................ 70,000
Legal fees and expenses excluding Blue Sky legal fees............................................................. 33,333
Accounting fees and expenses...................................................................................... 10,000
Annual Escrow Agent fees.......................................................................................... 1,000
Blue Sky fees and expenses including Blue Sky legal fees.......................................................... 5,000
Miscellaneous..................................................................................................... 25,000
----------
Total......................................................................................................... 144,333*
----------
----------
</TABLE>
- ------------------------
* Represents an estimate of the Registrant's portion of the fees and expenses
that are common to this Post-Effective Amendment No. 1 to the Registration
Statement, Post-Effective Amendment No. 7 to the Registration Statement on
Form S-1 for Morgan Stanley Dean Witter Spectrum Strategic L.P. and Morgan
Stanley Dean Witter Spectrum Global Balanced L.P. (Registration Statement
No. 333-3222), and Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 for Morgan Stanley Dean Witter Spectrum Select L.P.
(Registration Statement No. 333-68773), which are being filed concurrently
with this Registration Statement.
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(4) 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(4) 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(1) Certificate of Limited Partnership of the Registrant.
3.03 Certificate of Amendment of Certificate of Limited Partnership of the Registrant (changing its name to Morgan
Stanley Dean Witter Spectrum Select L.P.
5.01(1) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including consent).
5.02(2) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including consent).
5.03(3) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including consent).
5.04(4) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including consent).
5.05(5) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding the legality of Units (including consent).
8.01(1) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.02(2) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.03(3) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.04(4) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
8.05(5) Opinion of Cadwalader, Wickersham & Taft to the Registrant regarding certain federal income tax matters
(including consent).
10.01(6) Management Agreement, dated as of November 1, 1994, among the Registrant, Demeter Management Corporation, and
Campbell & Company, Inc.
10.02(6) Management Agreement, dated as of November 1, 1994, among the Registrant, Demeter Management Corporation, and
Chesapeake Capital Corporation.
10.03(6) Management Agreement, dated as of November 1, 1994, among the Registrant, Demeter Management Corporation, and
John W. Henry & Co.
10.04(6) Amended and Restated Customer Agreement between the Registrant and Dean Witter Reynolds Inc.
10.05(6) Form of Customer Agreement among the Registrant, Carr Futures, Inc. and Dean Witter Reynolds Inc.
10.06(6) Form of International Foreign Exchange Master Agreement between the Registrant and Carr Futures, Inc.
10.07 Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units (included as
Exhibit B to the Prospectus).
10.08(1) Escrow Agreement among the Registrant, Dean Witter Spectrum Strategic L.P., Dean Witter Spectrum Global Balanced
L.P., Demeter Management Corporation, Dean Witter Reynolds Inc., and Chemical Bank, the escrow agent.
23.01 Consent of Independent Auditors for Demeter Management Corporation and the Registrant.
</TABLE>
- ------------------------
(1) Incorporated by reference to Registration Statement No. 33-80146.
(2) Incorporated by reference to Registration Statement No. 333-00494.
(3) Incorporated by reference to Registration Statement No. 333-3222.
(4) Incorporated by reference to Registration Statement No. 333-47831.
(5) Incorporated by reference to Registration Statement No. 333-68779.
(6) Incorporated by reference to the exhibits filed with the Registrant's Form
10-K for fiscal year ended December 31, 1998 (File No. 0-26338).
II-2
<PAGE>
(b) Financial Statements.
Included in the Prospectus:
Morgan Stanley Dean Witter Spectrum Technical L.P. (formerly, 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 Post-Effective 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 12th day of
April, 1999.
MORGAN STANLEY DEAN WITTER SPECTRUM TECHNICAL L.P.
<TABLE>
<S> <C> <C>
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ ROBERT E. MURRY
----------------------------------------------
Robert E. Murray, PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective 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 April 12, 1999
------------------------------------ Chairman of the Board and
Mark J. Hawley Director of the General Partner
/s/ ROBERT E. MURRAY
------------------------------------ President and Director of the
Robert E. Murray General Partner
April 12, 1999
------------------------------------ Director of the General Partner
Mitchell M. Merin
/s/ JOSEPH G. SINISCALCHI
------------------------------------ Director of the General Partner
Joseph G. Siniscalchi April 12, 1999
/s/ EDWARD C. OELSNER, III
------------------------------------ Director of the General Partner
Edward C. Oelsner, III April 12, 1999
------------------------------------ Director of the General Partner
Richard A. Beech
------------------------------------ Director of the General Partner
Ray Harris
/s/ LEWIS A. RAIBLEY, III Vice President and Chief Financial and
------------------------------------ Principal Accounting Officer, and
Lewis A. Raibley, III Director of the General Partner
April 12, 1999
</TABLE>
II-4
<PAGE>
EXHIBIT 3.03
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF DEAN WITTER SPECTRUM TECHNICAL L.P.
------------------------
PURSUANT TO SECTION 17-202 OF THE DELAWARE REVISED
UNIFORM LIMITED PARTNERSHIP ACT
------------------------
The undersigned, for the purpose of amending the Certificate of Limited
Partnership of Dean Witter Spectrum Technical L.P. filed with the Secretary of
State of Delaware on April 29, 1994, does hereby certify as follows:
FIRST. Name of Limited Partnership. The name of the limited
partnership is Dean Witter Spectrum Technical L.P.
SECOND. Amendment. Article First of the Certificate of Limited
Partnership is amended to read in full as follows:
"FIRST. Name of Limited Partnership. The name of the limited
partnership is Morgan Stanley Dean Witter Spectrum Technical L.P."
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Limited Partnership as of the 6th day of April,
1999.
<TABLE>
<S> <C> <C>
DEAN WITTER SPECTRUM TECHNICAL L.P.
By: DEMETER MANAGEMENT CORPORATION,
General Partner
By: /s/ ROBERT E. MURRAY
------------------------------------------
Robert E. Murray
President
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Post-Effective Amendment No. 7 to Registration
Statement No. 333-3222 for Dean Witter Spectrum Strategic L.P. and Dean Witter
Spectrum Global Balanced L.P. and Post-Effective Amendment No. 1 to Registration
Statements No. 333-68773 and No. 333-68779 for Dean Witter Spectrum Select L.P.
and Dean Witter Spectrum Technical L.P., respectively, (collectively, the
"Partnerships") on Form S-1 of our report dated February 15, 1999 (March 4, 1999
as to Note 6) relating to the statements of financial condition of the above
mentioned Partnerships as of December 31, 1998 and 1997 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, 1998. We also consent to the
use of our report dated January 11, 1999 relating to the statements of financial
condition of Demeter Management Corporation as of November 30, 1998 and 1997
appearing in the Prospectus, which is part of such Registration Statements, and
to the reference to us under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
New York, New York
April 12, 1999
