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, 2002 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 Number 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.)
Demeter Management Corporation
c/o Managed Futures Department
825 Third Avenue, 8th Fl., New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 876-4647
(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___________
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DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2002
<caption>
PART I. FINANCIAL INFORMATION
<s> <c>
Item 1. Financial Statements
Statements of Financial Condition as of March 31, 2002
(Unaudited) and December 31, 2001..........................2
Statements of Operations for the Quarters Ended
March 31, 2002 and 2001 (Unaudited)........................3
Statements of Changes in Partners' Capital for the
Quarters Ended March 31, 2002 and 2001 (Unaudited).........4
Statements of Cash Flows for the Quarters Ended
March 31, 2002 and 2001 (Unaudited) .......................5
Notes to Financial Statements (Unaudited)...............6-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...... 11-16
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................16-29
Part II. OTHER INFORMATION
Item 1. Legal Proceedings..................................... 30
Item 6. Exhibits and Reports on Form 8-K....................30-31
</table>
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<table>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
March 31, December 31,
2002 2001
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Cash 8,089,189 7,965,887
Net unrealized loss on open contracts (MSIL) (32,464) (185,720)
Net unrealized gain (loss) on open contracts (MS & Co.) (241,438) 258,976
Total net unrealized gain (loss) on open contracts (273,902) 73,256
Total Trading Equity 7,815,287 8,039,143
Due from Morgan Stanley DW 11,353 -
Interest receivable (Morgan Stanley DW) 9,871 9,612
Total Assets 7,836,511 8,048,755
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable 118,103 206,741
Accrued management fees (MSFCM) 19,591 20,122
Accrued incentive fee (MSFCM) - 10,687
Total Liabilities 137,694 237,550
Partners' Capital
Limited Partners (2,351.343 and
2,389.009 Units, respectively) 7,372,721 7,485,348
General Partner (104 Units) 326,096 325,857
Total Partners' Capital 7,698,817 7,811,205
Total Liabilities and Partners' Capital 7,836,511 8,048,755
NET ASSET VALUE PER UNIT 3,135.54 3,133.24
<fn>
The accompanying notes are an integral part
of these financial statements.
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DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<caption>
For the Quarters Ended March 31,
2002 2001
$ $
REVENUES
<s> <c> <c>
Trading profit (loss):
Realized 501,924 722,939
Net change in unrealized (347,158) (168,173)
Total Trading Results 154,766 554,766
Interest Income (Morgan Stanley DW) 27,303 79,631
Total 182,069 634,397
EXPENSES
Brokerage commissions (Morgan Stanley DW) 91,791 93,160
Management fees (MSFCM) 59,118 62,614
Incentive fees (MSFCM) 21,049 59,487
Transaction fees and costs 4,396 4,522
Total 176,354 219,783
NET INCOME 5,715 414,614
NET INCOME ALLOCATION
Limited Partners 5,476 398,726
General Partner 239 15,888
NET INCOME PER UNIT
Limited Partners 2.30 152.77
General Partner 2.30 152.77
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
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<table>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Quarters Ended March 31, 2002 and 2001
(Unaudited)
<caption>
Units of
Partnership Limited General
Interest Partners Partner Total
$ $ $
<s> <c> <c> <c> <c>
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
Partners' Capital,
December 31, 2001 2,493.009 7,485,348 325,857 7,811,205
Net Income - 5,476 239 5,715
Redemptions (37.666) (118,103) - (118,103)
Partners' Capital,
March 31, 2002 2,455.343 7,372,721 326,096 7,698,817
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
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<table>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<caption>
For the Quarters Ended March 31,
2002 2001
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
<s> <c> <c>
Net income 5,715 414,614
Noncash item included in net income:
Net change in unrealized 347,158 168,173
(Increase) decrease in operating assets:
Due from Morgan Stanley DW (11,353) -
Interest receivable (Morgan Stanley DW) (259) 5,132
Increase (decrease) in operating liabilities:
Accrued management fees (MSFCM) (531) 869
Accrued incentive fees (MSFCM) (10,687) 59,171
Net cash provided by operating activities 330,043 647,959
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in redemptions payable (88,638) 35,532
Redemptions of Units (118,103) (162,613)
Net cash used for financing activities (206,741) (127,081)
Net increase in cash 123,302 520,878
Balance at beginning of period 7,965,887 7,441,614
Balance at end of period 8,089,189 7,962,492
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
<page>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2002
(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, 2001 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 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"). The clearing
commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL"). The trading
manager is Morgan Stanley Futures & Currency Management
<page>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Inc.("MSFCM" or the "Trading Manager"). Demeter, Morgan Stanley
DW, MS & Co., MSIL and MSFCM 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 MSFCM.
3. Financial Instruments
The Partnership trades 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 are numerous
factors which may significantly influence the market value of
these contracts, including interest rate volatility.
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DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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, forward, swaps or options
contracts and other financial instruments with similar
characteristics such as caps, floors and collars.
The net unrealized gains (losses) on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition, and their longest contract
maturities were as follows:
<page>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Net Unrealized Gains (Losses)
on Open Contracts Longest Maturities
Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Mar. 31, 2002 441,699 (715,601) (273,902) Dec. 2002 Jun. 2002
Dec. 31, 2001 111,925 (38,669) 73,256 Jun. 2003 Apr. 2002
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. Each of
Morgan Stanley DW, MS & Co. and MSIL, as a futures commission
merchant for 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 gains (losses) on
<page>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
all open futures contracts, which funds, in the aggregate, totaled
$8,530,888 and $8,077,812 at March 31, 2002 and December 31, 2001,
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 gains (losses) 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 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.
<page>
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 trading 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 and forwards, 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
<page>
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 currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, 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, nor 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.
<page>
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 three month periods ended
March 31, 2002 and 2001, 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 the Trading Manager's trading activities on
behalf of the Partnership and how the Partnership has performed in
the past.
For the Quarter Ended March 31, 2002
For the quarter ended March 31, 2002, the Partnership recorded
total trading revenues, including interest income, of $182,069 and
posted an increase in net asset value per Unit. The most
significant gains of approximately 9.1% were recorded in the
energy markets primarily during March from previously established
long positions in crude oil futures as prices continued trending
higher amid escalating tensions in the Middle East and supply/
<page>
demand factors. Additional gains were recorded during January
from previously established short natural gas futures positions as
prices declined following a higher-than-expected American Gas
Association inventory report and forecasts of mild weather for the
Eastern U.S. A portion of the Partnership's overall gains was
partially offset by losses of approximately 7.9% recorded in the
currency markets primarily during March from positions in the euro
versus the U.S. dollar and British pound from short-term, choppy
price movement. Additional losses were experienced during early
March from previously established short positions in the Japanese
yen as its value reversed higher versus the U.S. dollar amid a
repatriation of assets from the U.S. to Japan. As a result of
this strengthening, new long Japanese yen positions were
established only to result in additional losses later in March as
the value of the yen reversed lower on expectations that the
repatriation flows ahead of the Japanese fiscal year-end would be
ending. In the metals markets, losses of approximately 0.6% were
incurred primarily during January from gold futures positions as
prices moved in an erratic manner on conflicting supply concerns
and on the economic outlook. Total expenses for the three months
ended March 31, 2002 were $176,354, resulting in net income of
$5,715. The net asset value of a Unit increased from $3,133.24 at
December 31, 2001 to $3,135.54 at March 31, 2002.
<page>
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 of 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
<page>
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.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Introduction
The Partnership is a commodity pool engaged primarily 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.
<page>
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.
<page>
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 on the basis of 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 upon historical simulation with a confidence level of 99%.
<page>
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
<page>
Partnership's open positions as a percentage of total net assets
by primary market risk category at March 31, 2002 and 2001. At
March 31, 2002 and 2001, the Partnership's total capitalization
was approximately $8 million and $9 million, respectively.
Primary Market March 31, 2002 March 31, 2001
Risk Category Value at Risk Value at Risk
Currency (3.41)% (2.55)%
Interest Rate (1.85) (2.00)
Equity (0.08) (0.22)
Commodity (2.24) (1.67)
Aggregate Value at Risk (4.47)% (3.74)%
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, 2002 and 2001 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.
<page>
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,
2001 through March 31, 2002.
Primary Market Risk Category High Low Average
Currency (3.41)% (1.20)% (2.70)%
Interest Rate (1.85) (0.92) (1.42)
Equity (0.26) - (0.11)
Commodity (2.25) (0.80) (1.58)
Aggregate Value at Risk (4.47)% (2.14)% (3.46)%
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
<page>
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 caused by 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, 2002 and 2001, and for the end of the
four quarterly reporting periods from April 1, 2001 through
<page>
March 31, 2002. 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, 2002, the Partnership's cash balance at Morgan
Stanley DW was approximately 100% 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 to be 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.
<page>
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, 2002, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
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Currency. The primary market exposure of the Partnership at
March 31, 2002, was to the currency sector. The Partnership's
currency exposure is to exchange rate fluctuations, primarily
fluctuations 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. At March 31,
2002, the Partnership's major exposures were to euro currency
crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other
currencies include 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 U.S.-based Partnership in
expressing VaR in a functional currency other than U.S. dollars.
Interest Rate. The second largest market exposure at March 31,
2002 was primarily spread across Japanese and German 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
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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., Britain, 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 exposures of
the Partnership for the foreseeable future. The speculative
futures positions held by the Partnership range from short to
long-term instruments. Consequently, changes in short, medium or
long-term interest rates may have an effect on the Partnership.
Equity. The Partnership's equity exposure at March 31, 2002 was
to 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. At March 31, 2002, the Partnership's
largest exposure was to the Nikkei (Japan) stock index. The
Partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S. 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.
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Commodity.
Energy. At March 31, 2002, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. Price
movements in these markets result from political
developments in the Middle East, weather patterns and other
economic fundamentals. 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. Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors, and may continue in this choppy
pattern.
Soft Commodities and Agriculturals. At March 31, 2002, the
Partnership had exposure to the markets that comprise these
sectors. Most of the exposure was to the coffee, corn and
soybeans markets. Supply and demand inequalities, severe
weather disruption and market expectations affect price
movements in these markets.
Metals. The Partnership's metals exposure at March 31, 2002
was to fluctuations in the price of base metals, such as
copper, nickel and zinc. Economic forces, supply and demand
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inequalities, geopolitical factors and market expectations
influence price movements in these markets. The Trading
Manager, from time to time, takes positions when market
opportunities develop. Demeter anticipates that the
Partnership will continue to be exposed to the base metals
markets.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2002:
Foreign Currency Balances. The Partnership's primary
foreign currency balance at March 31, 2002 was in British
pounds. The Partnership controls the non-trading risk of
these balances by regularly converting them back into U.S.
dollars upon liquidation of their respective positions.
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
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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.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
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).
10.02 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of May
19, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership's Form 8-K (File No. 0-17446) filed
with the Securities and Exchange Commission on November
13, 2001.
10.03 Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership's Form 8-K (File No. 0-
17446) filed with the Securities and Exchange Commission
on November 13, 2001.
10.04 Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of
the Partnership's Form 8-K (File No. 0-17446) filed with
the Securities and Exchange Commission on November 13,
2001.
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10.05 Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No.
0-17446) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and
Morgan Stanley DW Inc., dated as of May 1, 2000, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.
(B) Reports on Form 8-K - None
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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, 2002 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.