UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2001 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to__________________
Commission File No. 0-17446
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3490286
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-5454
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No___________
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2001
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition at March 31, 2001
(Unaudited) and December 31, 2000..........................2
Statements of Operations for the Quarters Ended
March 31, 2001 and 2000 (Unaudited)........................3
Statements of Changes in Partners' Capital for the
Quarters Ended March 31, 2001 and 2000
(Unaudited)................................................4
Statements of Cash Flows for the Quarters Ended
March 31, 2001 and 2000 (Unaudited) .......................5
Notes to Financial Statements (Unaudited)...............6-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......12-18
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................18-30
Part II. OTHER INFORMATION
Item 1. Legal Proceedings..................................... 31
Item 6. Exhibits and Reports on Form 8-K.......................31
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, December 31,
2001 2000
$ $
(Unaudited)
ASSETS
Equity in futures interests trading accounts:
Cash 7,962,492 7,441,614
Net unrealized gain on open contracts (MS & Co.) 882,281 1,212,863
Net unrealized loss on open contracts (MSIL) (5,880) (168,289)
Total net unrealized gain on open contracts 876,401 1,044,574
Total Trading Equity 8,838,893 8,486,188
Interest receivable (Morgan Stanley DW) 25,991 31,123
Total Assets 8,864,884 8,517,311
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable 162,613 127,081
Accrued incentive fees (DWFCM) 80,268 21,097
Accrued management fees (DWFCM) 22,162 21,293
Total Liabilities 265,043 169,471
Partners' Capital
Limited Partners (2,559.584 and
2,609.949 Units, respectively) 8,264,059 8,027,946
General Partner (104 Units) 335,782 319,894
Total Partners' Capital 8,599,841 8,347,840
Total Liabilities and Partners' Capital 8,864,884 8,517,311
NET ASSET VALUE PER UNIT 3,228.67 3,075.90
<FN>
The accompanying notes are an integral part
of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Quarters Ended March 31,
2001 2000
$ $
REVENUES
Trading profit (loss):
Realized 722,939 19,031
Net change in unrealized (168,173) 374,028
Total Trading Results 554,766 393,059
Interest Income (Morgan Stanley DW) 79,631 87,305
Total 634,397 480,364
EXPENSES
Brokerage commissions (Morgan Stanley DW) 93,160 131,933
Management fees (DWFCM) 62,614 60,992
Incentive fee (DWFCM) 59,487 -
Transaction fees and costs 4,522 9,889
Total 219,783 202,814
NET INCOME 414,614 277,550
NET INCOME ALLOCATION
Limited Partners 398,726 268,388
General Partner 15,888 9,162
NET INCOME PER UNIT
Limited Partners 152.77 88.09
General Partner 152.77 88.09
<FN>
The accompanying notes are an integral part
of these financial statements.
- -
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Quarters Ended March 31, 2001 and 2000
(Unaudited)
Units of
Partnership Limited General
Interest Partners Partner Total
Partners' Capital,
December 31, 1999 3,150.638 $ 7,787,964 $265,850 $ 8,053,814
Net Income - 268,388 9,162 277,550
Redemptions (170.768) (451,569) - (451,569)
Partners' Capital,
March 31, 2000 2,979.870 $ 7,604,783 $275,012 $ 7,879,795
Partners' Capital,
December 31, 2000 2,713.949 $ 8,027,946 $319,894 $8,347,840
Net Income - 398,726 15,888 414,614
Redemptions (50.365) (162,613) - (162,613)
Partners' Capital,
March 31, 2001 2,663.584 $ 8,264,059 $335,782 $ 8,599,841
<FN>
The accompanying notes are an integral part
of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Quarters Ended March 31,
2001 2000
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 414,614 277,550
Noncash item included in net income:
Net change in unrealized 168,173 (374,028)
(Increase) decrease in operating assets:
Interest receivable (Morgan Stanley DW) 5,132 (1,805)
Increase (decrease) in operating liabilities:
Accrued incentive fees (DWFCM) 59,171 -
Accrued management fees (DWFCM) 869 (33)
Net cash provided by (used for) operating activities 647,959 (98,316)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in redemptions payable 35,532 160,563
Redemptions of Units (162,613) (451,569)
Net cash used for financing activities (127,081) (291,006)
Net increase (decrease) in cash 520,878 (389,322)
Balance at beginning of period 7,441,614 8,042,490
Balance at end of period 7,962,492 7,653,168
<FN>
The accompanying notes are an integral part
of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Diversified Futures Fund II L.P. (the
"Partnership"). The financial statements and condensed notes
herein should be read in conjunction with the Partnership's
December 31, 2000 Annual Report on Form 10-K.
1. Organization
Dean Witter Diversified Futures Fund II L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of commodity futures and forward contracts on physical
commodities and other commodity interests.
The general partner for the Partnership is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW"). Dean Witter
Reynolds Inc. changed its name to Morgan Stanley DW Inc.,
effective April 2, 2001. The clearing commodity brokers are
Morgan Stanley & Co., Inc. ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL"). Prior to May 2000, Carr Futures
Inc. provided clearing and execution services. The trading
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
manager is Dean Witter Futures & Currency Management Inc.
("DWFCM" or the "Trading Manager"). Demeter, Morgan Stanley DW,
MS & Co., MSIL and DWFCM are wholly-owned subsidiaries of Morgan
Stanley Dean Witter & Co.
2. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures and forwards trading accounts to meet
margin requirements as needed. Morgan Stanley DW pays interest on
these funds based on current 13-week U.S. Treasury bills. The
Partnership pays brokerage commissions to Morgan Stanley DW.
Management fees and incentive fees (if any) incurred by the
Partnership are paid to DWFCM.
3. Financial Instruments
The Partnership trades commodity futures and forward contracts on
physical commodities and other commodity interests. 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
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
are numerous factors which may significantly influence the market
value of these contracts, including interest rate volatility.
The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.
Generally derivatives include futures, forwards, swaps or options
contracts and other financial instruments with similar
characteristics such as caps, floors and collars.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The net unrealized gain on open contracts is reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition and totaled $876,401 and
$1,044,574 at March 31, 2001 and December 31, 2000, respectively.
Of the $876,401 net unrealized gain on open contracts at March 31,
2001, $530,299 related to exchange-traded futures contracts and
$346,102 related to off-exchange-traded forward currency
contracts.
Of the $1,044,574 net unrealized gain on open contracts at
December 31, 2000, $718,718 related to exchange-traded futures
contracts and $325,856 related to off-exchange-traded forward
currency contracts.
Exchange-traded futures contracts held by the Partnership at March
31, 2001 and December 31, 2000 mature through September 2002 and
June 2002, respectively. Off-exchange-traded forward currency
contracts held by the Partnership at March 31,2001 and December
31, 2000 mature through June 2001 and March 2001, respectively.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.
The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties, 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. Morgan
Stanley DW, MS & Co. and MSIL, each as a futures commission
merchant of the Partnership's exchange-traded futures 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 contracts,
including an amount equal to the net unrealized gain on all open
futures contracts, which funds, in the aggregate, totaled
$8,492,791 and $8,160,332 at March 31, 2001 and December 31, 2000,
respectively. With respect to the Partnership's off-exchange-
traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount
equal to the net unrealized gain on open forward contracts be
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
segregated. With respect to those off-exchange-traded forward
currency contracts, the Partnership is at risk to the ability of
MS & Co., the sole counterparty on all of such contracts, to
perform. The Partnership has a netting agreement with MS & Co.
This agreement, which seeks to reduce both the Partnership's and
MS & Co.'s exposure on off-exchange-traded forward currency
contracts, should materially decrease the Partnership's credit
risk in the event of MS & Co.'s bankruptcy or insolvency.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity - The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures and forwards accounts
established for the Trading Manager, which assets are used as
margin to engage in trading. The assets are held in either non-
interest-bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds. The Partnership's assets held by the commodity
brokers may be used as margin solely for the Partnership's
trading. Since the Partnership's sole purpose is to trade in
futures, forwards and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.
The Partnership's investment in futures and forwards may, from
time to time, be illiquid. Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as "daily price fluctuations limits" or "daily limits". Trades
may not be executed at prices beyond the daily limit. If the
price for a particular futures contract has increased or decreased
by an amount equal to the daily limit, positions in that futures
contract can neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit. Futures prices
have occasionally moved the daily limit for several consecutive
days with little or no trading. These market conditions could
prevent the Partnership from promptly liquidating its futures
contracts 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, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions.
The Partnership has never had illiquidity affect a material
portion of its assets.
Capital Resources. The Partnership does not have, or expect to
have, any capital assets. Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures and
forwards in subsequent periods. It is not possible to estimate
the amount and therefore the impact of future redemptions of
Units.
Results of Operations
General. The Partnership's results depend on its Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures and forwards markets. The following presents a summary
of the Partnership's operations for the quarters March 31, 2001
and 2000, and a general discussion of its trading activities
during each period. It is important to note, however, that the
Trading Manager 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 Manager 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 Manager's trading activities on
behalf of the Partnership as a whole and how the Partnership has
performed in the past.
For the Quarter Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading revenues, including interest income, of $634,397
and posted an increase in net asset value per Unit. The most
significant gains of approximately 8.2% were recorded throughout
the majority of the quarter in the global interest rate futures
markets from long positions in Japanese government bond futures
as prices moved higher on concerns regarding that country's
economy. Additional gains were recorded from long positions in
U.S. and European interest rate futures as prices rose amid a
rattled stock market, shaky consumer confidence, positive
inflation data and interest rate cuts by the U.S. Federal
Reserve. In soft commodities, gains of approximately 2.8% were
recorded throughout a majority of the quarter from short cotton
futures positions as prices moved lower on weak export sales and
low demand. In the currency markets, gains of approximately 1.6%
were recorded throughout the majority of the quarter from short
positions in the Japanese yen as the value of the yen weakened
relative to the U.S. dollar on continuing concerns for the
Japanese economy and in both anticipation and reaction to the
Bank of Japan's decision to reinstate its zero interest rate
policy. These gains were partially offset by losses of
approximately 6.2% recorded primarily during January in the
energy markets from short futures positions in crude oil and its
related products as prices increased amid cold weather forecasts,
OPEC production cuts and a tightening in U.S. crude oil supplies.
Losses were also recorded during March from short crude oil
futures positions as supply concerns pushed the price of crude
oil higher. Additional losses were recorded during January from
long positions in natural gas futures as prices reversed their
sharp upward trend amid bearish inventory data and forecasts for
warmer weather. In the metals markets, losses of approximately
1.1% were incurred primarily during February from long positions
in aluminum futures as prices moved lower, pressured by the
decline in the U.S. equity market and concerns over demand.
Total expenses for the three months ended March 31, 2001 were
$219,783, resulting in net income of $414,614. The net asset
value of a Unit increased from $3,075.90 at December 31, 2000 to
$3,228.67 at March 31, 2001.
For the Quarter Ended March 31, 2000
For the quarter ended March 31, 2000, the Partnership recorded
total trading revenues, including interest income, of $480,364
and posted an increase in net asset value per Unit. The most
significant gains of approximately 5.2% were recorded in the
energy markets primarily during February from long positions in
crude oil futures as prices rose to nine-year highs. This price
increase was due to a combination of cold weather, declining
inventories and increasing demand, as well as concerns about
future output levels from the world's leading producer countries.
Despite a dramatic move lower in the price of crude oil during
March, the Partnership profited from long positions that were
liquidated early in the month. In the currency markets,
gains of approximately 2.4% were recorded primarily during
January from short positions in the Swedish krona, the euro and
the Swiss franc as the value of these European currencies
weakened relative to the U.S. dollar, hurt by skepticism about
Europe's economic outlook and lack of support from European
officials. During March, gains were recorded from short euro
positions as expectations for continued interest rate hikes from
the European Central Bank diminished. These gains were partially
offset by losses of approximately 1.4% recorded in the metals
markets primarily from long positions in base metal futures as
the previous upward price trend reversed sharply lower during
February in response to interest rate hikes across the globe.
Additional losses were recorded from short gold futures positions
as prices spiked sharply higher early in February following an
announcement by a major producer that it was suspending gold
hedging activities. Newly established long gold futures
positions resulted in additional losses as gold prices fell later
in February from weakness in the Australian dollar and gold sales
by the Dutch central bank. In the global stock index futures
markets, losses of approximately 1.3% were recorded throughout a
majority of the quarter from long positions in S&P 500 Index
futures as domestic stock prices declined due to volatility in
the technology sector and as economic data raised fears that the
Federal Reserve will be forced to take aggressive action to slow
the economy. In the global interest rate futures markets, losses
of approximately 1.2% were incurred primarily during February
from long positions in Japanese government bond futures as prices
decreased in response to the yen's weakness, a higher Nikkei
average and the perception in Japan that, despite a zero interest
rate policy, 10-year interest rates are too low. In soft
commodities, losses of approximately 0.8% were recorded primarily
during March from long cocoa futures positions as cocoa prices
dropped against the backdrop of world overproduction. Total
expenses for the three months ended March 31, 2000 were $202,814,
resulting in net income of $277,550. The net asset value of a
Unit increased from $2,556.25 at December 31, 1999 to $2,644.34
at March 31, 2000.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Introduction
The Partnership is a commodity pool involved in the speculative
trading of futures and forwards. The market-sensitive instruments
held by the Partnership are acquired for speculative trading
purposes only and, as a result, all or substantially all of the
Partnership's assets are at risk of trading loss. Unlike an
operating company, the risk of market-sensitive instruments is
central, not incidental, to the Partnership's main business
activities.
The futures and forwards traded by the Partnership involve varying
degrees of related market risk. Market risk is often dependent
upon changes in the level or volatility of interest rates,
exchange rates, and prices of financial instruments and
commodities. Fluctuations in market risk based upon these factors
result in frequent changes in the fair value of the Partnership's
open positions, and, consequently, in its earnings and cash flow.
The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets. At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.
The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading. The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experience to date or any reasonable
expectations based upon historical changes in market value.
Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the 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.
The Partnership accounts for open positions using mark-to-market
accounting principles. Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow. Profits and losses on open positions of exchange-
traded futures and forwards are settled daily through variation
margin.
The Partnership's risk exposure in the market sectors traded by
the Trading Manager is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio. The 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 the value of a trading portfolio.
The VaR model 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, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The historical observation period of the
Partnership's VaR is approximately four years. The one-day 99%
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.
VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve. Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Manager in their daily risk management
activities.
The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at March 31, 2001 and 2000. At
March 31, 2001 and 2000, the Partnership's total capitalization
was approximately $9 million and $8 million, respectively.
Primary Market March 31, 2001 March 31, 2000
Risk Category Value at Risk Value at Risk
Currency (2.55)% (1.63)%
Interest Rate (2.00) (1.55)
Commodity (1.67) (1.99)
Equity (0.22) (1.16)
Aggregate Value at Risk (3.74)% (3.27)%
Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above. Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.
The table above represents the VaR of the Partnership's open
positions at March 31, 2001 and 2000 only and is not necessarily
representative of either the historic or future risk of an
investment in the Partnership. Because the Partnership's only
business is the speculative trading of futures and forwards, the
composition of its trading portfolio can change significantly
over any given time period, or even within a single trading day.
Any changes in open positions could positively or negatively
materially impact market risk as measured by VaR.
The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR as a percentage of total
net assets for the four quarterly reporting periods from April 1,
2000 through March 31, 2001.
Primary Market Risk Category High Low Average
Currency (2.78)% (1.46)% (2.11)%
Interest Rate (2.79) (0.57) (1.73)
Commodity (2.40) (1.07) (1.72)
Equity (0.25) - (0.14)
Aggregate Value at Risk (3.74)% (2.63)% (3.23)%
Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership. The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments. The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility. The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include the following:
? past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
? changes in portfolio value in response to market movements may
differ from those of the VaR model;
? 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 VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at March 31, 2001 and for the end of the four
quarterly reporting periods from April 1, 2000 through March 31,
2001. Since VaR is based on historical data, VaR should not be
viewed as predictive of the Partnership's future financial
performance or its ability to manage or monitor risk. There can
be no assurance that the Partnership's actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading
days.
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin. These balances and any market
risk they may represent are immaterial. At March 31, 2001, the
Partnership's cash balance at Morgan Stanley DW was approximately
88% of its total net asset value. A decline in short-term
interest rates will result in a decline in the 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 any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
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.
The Partnership's primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Manager
for managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the 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 the
Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the
Partnership at March 31, 2001, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
Currency. At March 31, 2001, the Partnership's second largest
exposure was in the foreign exchange complex. The currency
exposure is to exchange rate fluctuations, primarily those which
disrupt the historical pricing relationships between different
currencies and currency pairs. Interest rate changes as well as
political and general economic conditions influence these
fluctuations. The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar. For the first quarter of
2001, the Partnership's major exposures were in the euro currency
crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other
currencies include the major and minor currencies. Demeter does
not anticipate that the risk profile of the Partnership's
currency sector will change significantly in the future. The
currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to
reflect the exchange rate risk inherent to the dollar-based
Partnership in expressing VaR in a functional currency other than
dollars.
Interest Rate. The largest market exposure at March 31, 2001 was
in the interest rate complex. Exposure was spread across
European, United States, and Japanese interest rate sectors.
Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership's profitability. The Partnership's
primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries.
The G-7 countries consist of France, U.S., Britian, Germany,
Japan, Italy and Canada. However, the Partnership also takes
futures positions in the government debt of smaller nations -
e.g. Australia. Demeter anticipates that G-7 and Australian
interest rates will remain the primary interest rate exposure of
the Partnership for the foreseeable future. The changes which
have the most effect on the Partnership are in short- to
intermediate-term, as opposed to long-term rates, as most of the
speculative interest rate futures positions held by the
Partnership are in short-term and medium-term instruments.
Commodity.
Metals. Exposure in the metals sector was in the LME
aluminum, copper, and nickel markets. While nickel is
represented in the portfolio, exposure in the aluminum and
copper markets was significantly higher. Prices in these
markets are influenced by general economic conditions and
warehouse stocks.
Energy. The energy complex represented the fourth largest
exposure in the portfolio. More specifically, exposure was
in the NY crude oil and Brent crude oil futures markets.
Price movement in these markets results from political
developments, both in the Middle East and in OPEC and non-
OPEC oil producing countries. Weather patterns and other
economic fundamentals are also important. It is possible
that volatility will remain high. Significant profits and
losses, which have been experienced in the past, are
expected to continue to be experienced in these markets.
Soft Commodities and Agriculturals. At March 31, 2001, the
Partnership had exposure in the corn, soybean, cotton and
coffee markets. Supply and demand inequalities, severe
weather disruption and market expectations affect price
movements in these markets.
Equity. There was a relatively small exposure to stock indices
at March 31, 2001. The Partnership trades these markets in the
United States and Japan and had only a small position in the S&P
500 futures market at the end of the first quarter. Stock
indices are affected by the same factors that influence the
underlying equity issues such as the monetary and fiscal policies
of government, profit outlook and the general economic
conditions.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2001:
Foreign Currency Balances. The Partnership had negligible
foreign currency balances. The Partnership controls the non-
trading risk of these balances by regularly converting these
balances back into dollars upon liquidation of the
respective position.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Manager, separately, attempt to
manage the risk of the Partnership's open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying
the Partnership's assets among different market sectors and
trading approaches, and monitoring the performance of the Trading
Manager daily. In addition, the Trading Manager establishes
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market sector or
market-sensitive instrument.
Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash. Cash is the only Partnership
investment directed by Demeter, rather than the Trading Manager.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-K for the year ended December 31, 2000.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
3.01 Limited Partnership Agreement of the Partnership, dated as
of October 28, 1988 is incorporated by reference to Exhibit
3.01 and Exhibit 3.02 of the Partnership's Registration
Statement on Form S-1. File No. 24662)
10.01 Management Agreement among the Partnership, Demeter
Management Corporation and Dean Witter Futures & Currency
Management Inc. dated as of October 28, 1988 is
incorporated by reference to Exhibit 10.02 of the
Partnership's Registration Statement on Form S-1. (File
No. 24462)
10.03 Amended and Restated Customer Agreement dated as of December
1, 1997, between the Partnership and Dean Witter Reynolds
Inc. is incorporated by reference to Exhibit 10.03 of the
Partnership's quarterly report on Form 10-Q for the quarter
ended March 31, 2000, File No. 0-17446.
10.04 Customer Agreement dated as of December 1, 1997, between the
Partnership, Carr Futures, Inc., and Dean Witter Reynolds
Inc. is incorporated by reference to Exhibit 10.04 of the
Partnership's quarterly report on Form 10-Q for the quarter
ended March 31, 2000, File No. 0-17446.
10.05 International Foreign Exchange Master Agreement dated as of
August 1, 1997, between the Partnership and Carr Futures,
Inc. is incorporated by reference to Exhibit 10.05 of the
Partnership's quarterly report on Form 10-Q for the quarter
ended March 31, 2000, File No. 0-17446.
10.06 Customer Agreement, dated as of May 1, 2000 between Morgan
Stanley & Co. Incorporated, the Partnership and Dean Witter
Reynolds Inc. is incorporated by reference to Exhibit 10.06
of the Partnership's quarterly Report on Form 10-Q for the
quarter ended June 30, 2000. (File No. 0-17446).
(B) Reports on Form 8-K. - None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dean Witter Diversified Futures
Fund II L.P. (Registrant)
By: Demeter Management Corporation
(General Partner)
May 14, 2001 By:/s/Raymond E. Koch
Raymond E. Koch
Chief Financial Officer
The General Partner which signed the above is the only party
authorized to act for the Registrant. The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.