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 June 30, 2006 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
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant?s telephone number, including area code (212) 905-2700
(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___________
Indicate by check-mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition
of ?accelerated filer and large accelerated filer? in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer___Accelerated filer___Non-accelerated filer X
Indicate by check-mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes___ No X
<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2006
<caption>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<s> <c>
Statements of Financial Condition as of June 30, 2006
(Unaudited) and December 31, 2005..........................2
Statements of Operations for the Three and Six Months
Ended June 30, 2006 and 2005 (Unaudited)...................3
Statements of Changes in Partners? Capital for the
Six Months Ended June 30, 2006 and 2005 (Unaudited)........4
Statements of Cash Flows for the Six Months
Ended June 30, 2006 and 2005 (Unaudited)...................5
Notes to Financial Statements (Unaudited)...............6-12
Item 2. Management?s Discussion and Analysis of
Financial Condition and Results of Operations.......13-29
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................29-42
Item 4. Controls and Procedures.............................42-43
PART II. OTHER INFORMATION
Item 1A. Risk Factors..........................................44
Item 5. Other Information..................................44-45
Item 6. Exhibits..............................................45
</table>
<page> <table> PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
June 30, December 31,
2006 2005
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Unrestricted cash 3,832,626 3,904,626
Restricted cash 229,985 302,965
Total cash 4,062,611 4,207,591
Net unrealized gain on open contracts (MS&Co.) 246,008 276,820
Net unrealized gain (loss) on open contracts (MSIL) (10,253) 82,528
Total net unrealized gain on open contracts 235,755 359,348
Total Trading Equity 4,298,366 4,566,939
Interest receivable (Morgan Stanley DW) 12,929 11,893
Total Assets 4,311,295 4,578,832
LIABILITIES AND PARTNERS? CAPITAL
Liabilities
Redemptions payable 234,809 239,919
Accrued management fees (VK Capital) 7,185 11,447
Total Liabilities 241,994 251,366
Partners? Capital
Limited Partners (1,340.404 and
1,551.026 Units, respectively) 3,906,529 4,177,057
General Partner (55.850 Units) 162,772 150,409
Total Partners? Capital 4,069,301 4,327,466
Total Liabilities and Partners? Capital 4,311,295 4,578,832
NET ASSET VALUE PER UNIT 2,914.44 2,693.09
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<caption>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2006 2005 2006 2005
$ $ $ $
<s> <c> <c> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 40,879 28,680 78,671 57,377
EXPENSES
Brokerage commissions (Morgan Stanley DW) 46,044 61,809 95,747 128,318
Management fees (VK Capital) 22,999 37,411 48,858 78,874
Transaction fees and costs 2,937 3,539 5,908 6,995
Total Expenses 71,980 102,759 150,513 214,187
NET INVESTMENT LOSS (31,101) (74,079) (71,842) (156,810)
TRADING RESULTS
Trading profit (loss):
Realized 151,394 (682,511) 539,662 (718,038)
Net change in unrealized 9,766 652,334 (123,593) (118,690)
Total Trading Results 161,160 (30,177) 416,069 (836,728)
NET INCOME (LOSS) 130,059 (104,256) 344,227 (993,538)
NET INCOME (LOSS) ALLOCATION
Limited Partners 125,140 (100,334) 331,864 (956,635)
General Partner 4,919 (3,922) 12,363 (36,903)
NET INCOME (LOSS) PER UNIT
Limited Partners 88.07 (58.67) 221.35 (552.03)
General Partner 88.07 (58.67) 221.35 (552.03)
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Six Months Ended June 30, 2006 and 2005
(Unaudited)
<caption>
Units of
Partnership Limited General
Interest Partners Partner Total
$ $ $
<s> <c> <c> <c> <c>
Partners? Capital,
December 31, 2004 1,802.487 5,954,816 229,356 6,184,172
Net Loss - (956,635) (36,903) (993,538)
Redemptions (64.726) (187,821) - (187,821)
Partners? Capital,
June 30, 2005 1,737.761 4,810,360 192,453 5,002,813
Partners? Capital,
December 31, 2005 1,606.876 4,177,057 150,409 4,327,466
Net Income - 331,864 12,363 344,227
Redemptions (210.622) (602,392) - (602,392)
Partners? Capital,
June 30, 2006 1,396.254 3,906,529 162,772 4,069,301
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<caption>
For the Six Months Ended June 30,
2006 2005
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
<s> <c> <c>
Net income (loss) 344,227 (993,538)
Noncash item included in net income (loss):
Net change in unrealized 123,593 118,690
(Increase) decrease in operating assets:
Restricted cash 72,980 298,080
Interest receivable (Morgan Stanley DW) (1,036) (941)
Decrease in operating liabilities:
Accrued management fees (VK Capital) (4,262) (3,089)
Net cash provided by (used for) operating activities 535,502 (580,798)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for redemptions of Units (607,502) (238,904)
Net cash used for financing activities (607,502) (238,904)
Net decrease in unrestricted cash (72,000) (819,702)
Unrestricted cash at beginning of period 3,904,626 5,260,563
Unrestricted cash at end of period 3,832,626 4,440,861
<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
June 30, 2006
(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, 2005 Annual Report on Form 10-K. Certain prior year
amounts relating to cash balances were reclassified on the
Statements of Financial Condition and the related Statements of
Cash Flows to conform to 2006 presentation. Such reclass-
ifications have no impact on the Partnership?s reported net income
(loss).
1. Organization
Dean Witter Diversified Futures Fund II L.P. is a Delaware limited
partnership organized in 1988 to engage primarily in the
speculative trading of futures and forward contracts on physical
commodities, and other commodity interests, including, but not
limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products.
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Partnership?s general partner 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. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
The trading manager is VK Capital Inc. (?VK Capital? or the
?Trading Manager?). Demeter, Morgan Stanley DW, MS & Co., MSIL,
and VK Capital are wholly-owned subsidiaries of Morgan Stanley.
Effective October 31, 2006, Demeter intends to withdraw from the
Partnership. In connection with Demeter?s withdrawal, trading
within the Partnership is scheduled to terminate effective August
31, 2006. Following Demeter?s withdrawal from the Partnership,
the Partnership will be liquidated and dissolved in accordance
with the Partnership's Limited Partnership Agreement.
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. Monthly, Morgan Stanley DW pays
the Partnership interest income equal to 80% of its average daily
Net Assets for the month at a rate equal to the average yield on
13-week U.S. Treasury bills. The Partnership pays brokerage
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
commissions to Morgan Stanley DW. Management fees and incentive
fees (if any) incurred by the Partnership are paid to VK Capital.
Following termination of trading, 100% of the Partnership?s
assets will earn interest income at a rate equal to the average
yield on 13-week U.S. Treasury bills, and the Partnership will no
longer pay any brokerage commissions or management fees.
3. Financial Instruments
The Partnership trades futures and forward contracts on physical
commodities and other commodity interests, including, but not
limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products. 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.
The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined. If an exchange-traded
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.
The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards 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.
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Generally, derivatives include futures, forwards, swaps or
options contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.
The net unrealized gains 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:
Net Unrealized Gains
on Open Contracts Longest Maturities
Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Jun. 30, 2006 115,473 120,282 235,755 Mar. 2008 Sep. 2006
Dec. 31, 2005 289,840 69,508 359,348 Sep. 2006 Mar. 2006
The Partnership has credit risk associated with counterparty non-
performance. As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades 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 and forward contracts are marked to market
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 for the Partnership?s exchange-traded futures
and forward 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 forward contracts, including an amount
equal to the net unrealized gains (losses) on all open futures and
forward contracts, which funds, in the aggregate, totaled
$4,178,084 and $4,497,431 at June 30, 2006 and December 31, 2005,
respectively. With respect to the Partnership?s off-exchange-
traded forward currency contracts, there are no daily exchange-
required settlements of variation in value, nor is there any
requirement that an amount equal to the net unrealized gains
(losses) on open forward contracts be segregated. However, the
Partnership is required to meet margin requirements equal to the
net unrealized loss on open contracts in the Partnership accounts
with the counterparty, which is accomplished by daily maintenance
of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of MS & Co. 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 such
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
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. Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s 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. 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
days with little or no trading. These market conditions could
<page> 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. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.
There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.
Capital Resources. The Partnership does not have, nor expects to
have, any capital assets. Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures and forwards
in subsequent periods. It is not possible to estimate the amount,
and therefore the impact, of future outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect the Partnership?s capital resource
arrangements at the present time. Following Demeter?s withdrawal
from the Partner-ship, the Partnership will be liquidated and
dissolved, at which time the Partnership will no longer have any
capital resource arrangements.
Off-Balance Sheet Arrangements and Contractual Obligations. The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.
Results of Operations
General. The Partnership?s results depend on the Trading Manager
and the ability of the Trading Manager?s trading programs to take
advantage of price movements in the futures and forwards markets.
The following presents a summary of the Partnership?s operations
for the three and six month periods ended June 30, 2006 and 2005,
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
<page> context of the Trading Manager?s trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
The Partnership?s results of operations set forth in the
financial statements on pages 2 through 12 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following: The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading profit (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading profit (loss)? when open positions are closed out. The
sum of these amounts constitutes the Partnership?s trading
results. The market value of a futures contract is the
settlement price on the exchange on which that futures contract is
traded on a particular day. The value of foreign currency forward
contracts is based on the spot rate as of the close of business.
Interest income, as well as management fees, incentive fees,
brokerage commissions, and transaction fees and costs of the
Partnership are recorded on an accrual basis.
<page> Demeter believes that, based on the nature of the
operations of the Partnership, no assumptions relating to the
application of critical accounting policies other than those
presently used could reasonably affect reported amounts.
For the Three and Six Months Ended June 30, 2006
The Partnership recorded total trading results including interest
income totaling $202,039 and expenses totaling $71,980, resulting
in net income of $130,059 for the three months ended June 30,
2006. The Partnership?s net asset value per Unit increased from
$2,826.37 at March 31, 2006 to $2,914.44 at June 30, 2006.
The most significant trading gains of approximately 6.9% were
recorded in the metals markets from long futures positions in
copper, nickel, zinc, and aluminum, as prices increased sharply
during April and May to record highs amid strong global industrial
demand from the U.S., China, and India. Within the precious
metals markets, gold and silver prices both rallied to 25-year
highs in April, benefiting from strong demand and lagging supply.
Additional gains of approximately 2.4% were experienced in global
interest rate futures markets, primarily during April, from short
positions in German, U.S., Japanese, and Australian fixed-income
futures. Within European markets, rising equity prices and strong
economic data pushed German fixed-income futures prices lower.
Similarly, U.S. interest rates climbed higher following the
release of stronger-than-expected economic data. Japanese <page>
interest rate futures also dropped amid growing speculation that
the Bank of Japan would end its ?ultra-easy? monetary policy and
begin to increase interest rates. Finally, Australian interest
rates also declined, due in part to optimism that the Australian
economy, which is heavily dependent on the sale of natural
resources, would continue to benefit from rising commodity prices.
Within the currency markets, gains of approximately 1.7% were
recorded during April from short positions in the U.S. dollar as
the value of the U.S. dollar declined against many of its major
rivals, notably the euro, Japanese yen, Singapore dollar, Swedish
kronor, and Swiss franc, amid news that foreign central banks
would diversify their currency reserves away from the U.S. dollar.
During May, long positions in the euro versus the U.S. dollar
experienced gains as the value of the euro continued to strengthen
against the U.S. dollar after Dutch Finance Minister Gerritt Zalm
said that the European Central Bank will not intervene to halt the
appreciation of the euro. A portion of these gains for the
quarter was offset by losses of approximately 5.8% in global
equity indices during May from long positions in U.S., European,
and Pacific Rim (Australian, Hong Kong, and Japanese) stock index
futures as prices declined due to inflation concerns and
uncertainty regarding future interest rate policy. Further losses
in the global stock index sector were incurred towards the end of
June from newly established short futures positions in U.S. and
Pacific Rim stock indices as prices reversed higher on hopes of a
pause in the U.S. interest rate hikes. Additional losses of
<page> approximately 1.2% were incurred in the energy markets
during May from long futures positions in crude oil and its
related products as prices fell on renewed optimism that the
standoff between Iran and the West could be resolved
diplomatically. Further losses in the energy sector were recorded
during June from short futures positions in crude oil and its
related products as prices reversed higher amid reports from the
U.S. Department of Energy showing lower-than-expected levels of
domestic gasoline inventories and fears of supply disruptions in
the Gulf of Mexico. Smaller losses of approximately 0.2% were
incurred in the agricultural markets during May from short
positions in live cattle futures as prices reversed higher after
news that South Korea would resume U.S. beef imports. Additional
losses were recorded during May and June from long positions in
corn futures as prices fell primarily due to heavy fund-selling.
The Partnership recorded total trading results including interest
income totaling $494,740 and expenses totaling $150,513, resulting
in net income of $344,227 for the six months ended June 30, 2006.
The Partnership?s net asset value per Unit increased from
$2,693.09 at December 31, 2005 to $2,914.44 at June 30, 2006.
The most significant trading gains of approximately 10.7% were
recorded from long futures positions in base and precious metals.
Copper, aluminum, zinc, and nickel prices strengthened throughout
a majority of the year amid weak supplies, forecasts for continued
<page> buying in China, and acceleration in demand from Japan,
Europe, and the U.S. Within the precious metals markets, gold and
silver prices moved higher on persistent demand from foreign
central banks. Additional gains of approximately 2.9% were
experienced in global interest rate futures markets, primarily
during March and April, from short positions in German, U.S.,
Japanese, and Australian fixed-income futures. Within European
markets, rising equity prices and strong economic growth pushed
German fixed-income futures prices lower. Similarly, U.S. fixed-
income futures declined following the release of stronger-than-
expected economic data. Additional gains were recorded from short
positions in Japanese interest rate futures as prices declined
amid growing speculation that the Bank of Japan would end its
?ultra-easy? monetary policy and begin to increase interest rates.
Finally, gains were experienced from short positions in
Australian fixed-income futures as prices also declined, due in
part to optimism that the Australian economy, which is heavily
dependent on the sale of natural resources, would continue to
benefit from rising commodity prices. A portion of these gains
was offset by losses of approximately 2.2% in the energy markets
during February from long positions in crude oil futures as prices
declined after Chinese government authorities announced that China
would place an emphasis on prospecting alternative energy sources
in the future, reports of larger-than-expected supplies from the
International Energy Agency, and mild weather in the U.S.
Northeast. Further losses were incurred in the energy markets
<page> during May from long futures positions in crude oil and its
related products as prices fell on renewed optimism that the
standoff between Iran and the West could be resolved
diplomatically. In June, short futures positions in crude oil and
its related products incurred losses as prices reversed higher
amid reports from the U.S. Department of Energy showing lower-
than-expected levels of domestic gasoline inventories and fears of
supply disruptions in the Gulf of Mexico. Within the global stock
index futures market, losses of approximately 1.8% were incurred
in global equity indices from long positions in U.S., European,
and Hong Kong stock index futures as prices declined due to
inflation concerns and uncertainty regarding future interest rate
policy. Further losses in the global stock index sector were
incurred during June from short futures positions in U.S. and
Pacific Rim stock indices as prices reversed higher. These
markets finished stronger for the month, rallying on hopes of a
pause in the U.S. interest rate hikes. Additional losses of
approximately 0.8% were incurred in the currency markets from long
U.S. dollar positions versus the Australian dollar and Japanese
yen as the U.S. dollar?s value reversed lower against these
currencies during January on expectations that a string of
increases in interest rates by the U.S. Federal Reserve would soon
come to an end. Also pushing the value of the U.S. dollar lower
against its rivals was speculation that several major foreign
central banks would diversify some of its assets away from the
U.S. dollar. Further losses in the currency sector were <page>
experienced during February from short U.S. dollar positions
relative to the euro, Australian dollar, and Japanese yen as the
value of the U.S. dollar reversed higher after declining U.S.
unemployment and increased wage inflation data led investors to
predict that U.S. interest rates would continue to increase. The
value of the Australian dollar also moved lower in the wake of a
temporary decline in gold prices. During June, long positions in
the euro and Japanese yen versus the U.S. dollar recorded further
losses as the U.S. dollar reversed higher against most of its
rivals amid diplomatic developments made between the U.S. and Iran
regarding Iran?s nuclear research program, as well as the news of
the confirmed death of insurgent leader Abu Musab al-Zarqawi in
Iraq. Furthermore, the value of the U.S. dollar continued to move
higher in the days leading up to the U.S. Federal Reserve?s
seventeenth consecutive rate hike on June 29. Additionally, the
value of the Japanese yen declined during the first half of June
relative to the U.S. dollar after comments from Bank of Japan
Governor Toshihiko Fukui implied that the Bank of Japan will not
raise interest rates in the near-term, thus continuing Japan?s
?zero-interest-rate policy?. Smaller losses of approximately 0.4%
were incurred in the agricultural markets during May from short
positions in corn futures as prices settled higher on news of
strong demand and bullish export data.
For the Three and Six Months Ended June 30, 2005
<page> The Partnership recorded total trading results including
interest income totaling $(1,497) and expenses totaling $102,759,
resulting in a net loss of $104,256 for the three months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $2,937.55 at March 31, 2005 to $2,878.88 at June
30, 2005.
The most significant trading losses of approximately 6.3% were
recorded within the energy markets during April from long
positions in crude oil as prices reversed sharply lower after U.S.
government data pointed to greater refinery production and rising
supplies. Prices were also pressured lower by the release of
slower demand growth forecasts. Elsewhere in the energy complex,
losses resulted from long positions in natural gas as prices
dropped throughout the month in tandem with crude oil prices.
Additional losses in the energy markets were experienced during
June from short positions in natural gas futures as prices
reversed higher on supply worries after a tropical storm entered
the Gulf of Mexico. Smaller losses were experienced from short
positions in crude oil futures early in the month as prices
increased due to reports of weak supply. In the agricultural
markets, losses of approximately 2.6% were recorded from both long
and short positions in corn as prices moved without consistent
direction throughout the quarter due to conflicting news regarding
supply and demand. Elsewhere in the agricultural complex, losses
were incurred from long positions in cotton futures during May as
<page> prices declined on news of weak demand in China and
technically-based selling. Further losses were experienced during
June from short positions in cotton as prices finished higher.
Smaller losses of approximately 1.4% were recorded in the metals
markets, primarily during June from positions in copper futures as
prices moved in a choppy manner amid conflicting news regarding
supply and demand. Further losses were experienced from both long
and short positions in gold futures due to significant volatility
in prices resulting in trendless markets. A portion of the
Partnership?s overall losses for the quarter was offset by gains
of approximately 5.3% in the global interest rate futures markets
during April from long positions in Japanese interest rate futures
as prices increased due to weak economic data and geopolitical
concerns over an intensifying rift between China and Japan.
Additional gains were recorded from long positions in European
bond futures as prices increased amid a steady stream of weak
economic data from the major countries of the European Union.
During May, gains were recorded from long positions in European
interest rate futures as prices trended higher early in the month
as investors sought the safe-haven of fixed-income investments due
to speculation that several hedge funds may have experienced
significant losses. Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and after French voters
rejected the European Union constitution. Finally in June, gains
were recorded from long positions in European and Japanese <page>
interest rate futures as prices trended higher throughout the
month due to European Central Bank officials? decision to keep key
interest rates unchanged and the release of weak economic data
from Japan. Later in the month, long positions in European
interest rate futures experienced further gains as prices
continued to move higher after the Swedish Central Bank made a
sharper cut in interest rates than had been expected. In the
currency markets, gains of approximately 2.0% were recorded during
May and June from short positions in the Swedish krona, euro,
Swiss franc, and Japanese yen as the value of the U.S. dollar
moved steadily higher after China downplayed rumors of a move
toward a flexible exchange rate, the rejection of the European
Union constitution by French voters, data indicating a slowing in
the euro-zone and Japanese economies, and the ninth consecutive
quarter-point interest rate hike by the U.S. Federal Reserve.
Additional gains of approximately 1.9% were experienced in the
global stock index futures markets during May and June from long
positions in European equity index futures as prices finished
higher on strong U.S. inflation data, strength in the technology
sector, and weakness in the euro.
The Partnership recorded total trading results including interest
income totaling $(779,351) and expenses totaling $214,187,
resulting in a net loss of $993,538 for the six months ended June
30, 2005. The Partnership?s net asset value per Unit decreased
from $3,430.91 at December 31, 2004 to $2,878.88 at June 30, 2005.
<page>
The most significant trading losses of approximately 13.6% were
recorded in the currency markets from positions in the euro
relative to the British pound and the U.S. dollar. During
January, long positions in the euro versus the British pound and
the U.S. dollar incurred losses as the value of the euro reversed
sharply lower in what many analysts described as a ?corrective?
move after its strong upward trend during the fourth quarter of
2004. This decline in the value of the euro was attributed to
weak economic data out of the European Union and a rebound in the
value of its main rival, the U.S. dollar. Additional losses were
recorded during February and March from both long and short
positions in the euro against these currencies as the value of the
euro moved without consistent direction amid conflicting economic
data out of Germany, the European Union?s largest economy.
Elsewhere in the currency markets, losses resulted from positions
in the Singapore dollar, Swedish krona, South African rand, and
Swiss franc relative to the U.S dollar, primarily during February
and March, as the value of the U.S. dollar moved in a trendless
range amid speculation that China would re-value its currency,
negative comments by the U.S. Federal Reserve Chairman Alan
Greenspan about the considerable U.S. Current-Account deficit and
the U.S. Federal Reserve's announcement of a quarter-point
increase in the federal funds rate. Additional losses of
approximately 3.8% were incurred within the energy markets during
January from short positions in crude oil as prices moved higher
<page> amid speculation that OPEC would move to cut production.
Prices were also strengthened by forecasts for cold winter weather
in the Northeastern U.S. Then in April, long positions in crude
oil resulted in additional losses as prices reversed sharply lower
after U.S. government data pointed to greater refinery production
and rising supplies. Prices were also pressured lower by the
release of slower demand growth forecasts by the International
Energy Agency. Elsewhere in the energy complex, losses resulted
from long positions in natural gas as prices dropped throughout
the month in tandem with crude oil prices. Additional losses in
the energy markets were experienced during June from short
positions in natural gas futures as prices reversed higher on
supply worries after a tropical storm entered the Gulf of Mexico.
Smaller losses were experienced from short positions in crude oil
futures early in the month as prices increased due to reports of
weak supply. Within the agricultural complex, losses of
approximately 2.5% were recorded from both long and short
positions in corn during March, April, May, and June as prices
moved without consistent direction throughout most of the year due
to conflicting news regarding supply and demand. Elsewhere in the
agricultural markets, losses were experienced from short positions
in cotton futures during January as prices moved higher early in
the month due to speculative buying and news of a decrease in
supply. Further losses were incurred from long positions in
cotton futures during May as prices declined on news of weak
demand in China and technically-based selling. Smaller losses of
<page> approximately 1.1% were recorded in the metals markets,
primarily during June from positions in copper futures as prices
moved without consistent direction amid conflicting news regarding
supply and demand. Further losses were experienced during April
and June from both long and short positions in gold futures due to
significant volatility in prices. A portion of these losses for
the first six months of the year was offset by gains of
approximately 3.5% recorded in the global interest rate futures
markets. During January, gains were recorded from long positions
in Japanese and European bond futures as prices continued to trend
higher due to conflicting economic data out of Japan and the
European Union and uncertainty in the equity markets. Further
gains were experienced during April from long positions in
Japanese interest rate futures as prices increased due to
uncertainty regarding the direction of the Japanese economy and
geopolitical concerns over an intensifying rift between China and
Japan. Also in April, gains were recorded from long positions in
European bond futures as prices increased amid a steady stream of
weak economic data from the major countries of the European Union.
During May, gains were recorded from long positions in European
interest rate futures as prices increased early in the month as
investors sought the safe-haven of fixed-income investments due to
speculation that several hedge funds may have experienced
significant losses. Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and French voters rejected
<page> the European Union constitution. Finally in June, gains
were recorded from long positions in European and Japanese
interest rate futures as prices trended higher throughout the
month due to European Central Bank officials? decision to keep key
interest rates unchanged and the release of weak economic data
from Japan. Later in the month, long positions in European
interest rate futures experienced further gains as prices
continued to move higher after the Swedish Central Bank made a
sharper cut in interest rates than had been expected. Additional
gains of approximately 1.7% were experienced in the global stock
index futures markets during May and June from long positions in
European equity index futures as prices finished higher on strong
U.S. inflation data, strength in the technology sector, and
weakness in the euro.
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
inherent to the primary business activity of the Partnership.
<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, factors that result in frequent changes in the fair
value of the Partnership?s open positions, and consequently in its
earnings, whether realized or unrealized, and cash flow. Gains
and losses on open positions of exchange-traded futures and
forward contracts are settled daily through variation margin.
Gains and losses on off-exchange-traded forward currency contracts
are settled upon termination of the contract, however, the
Partnership is required to meet margin requirements equal to the
net unrealized loss on open contracts in the Partnership accounts
with the counterparty, which is accomplished by daily maintenance
of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of MS & Co.
The Partnership?s total market risk may increase or decrease as it
is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.
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
<page> 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 Partnership?s past performance is no guarantee 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 and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VaR?) tables
disclosed.
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.
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-
<page> 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 and cash flow.
The Partnership?s risk exposure in the market sectors traded by
the Trading Manager is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio. The VaR model takes into account
linear exposures to risk including 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 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, or one day in 100. VaR
typically does not represent the worst case outcome. Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
<page> approximations) for each of the historical market moves
that occurred over this time period. This generates a probability
distribution of daily ?simulated profit and loss? outcomes. The
VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.
The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
VaR models, including the Partnership?s, are continually 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. Please further
note that VaR as described above may not be comparable to
similarly-titled measures used by other entities.
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 June 30, 2006 and 2005. At
<page> June 30, 2006 and 2005, the Partnership?s total
capitalization was approximately $4 million and $5 million,
respectively.
Primary Market June 30, 2006 June 30, 2005
Risk Category Value at Risk Value at Risk
Interest Rate (0.56)% (1.74)%
Currency (0.31) (1.25)
Equity - (0.55)
Commodity (0.60) (0.40)
Aggregate Value at Risk (0.78)% (1.72)%
The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories
due to the diversification benefit across asset classes.
Because the business of the Partnership 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, which could positively or negatively
materially impact market risk as measured by VaR.
The table below supplements the quarter-end VaR set forth above by
presenting the Partnership?s high, low, and average VaR, as a
<page> percentage of total Net Assets for the four quarter-end
reporting periods from July 1, 2005 through June 30, 2006.
Primary Market Risk Category High Low Average
Interest Rate (1.75)% (0.56)% (1.06)%
Currency (1.14) (0.31) (0.63)
Equity (2.58) - (1.00)
Commodity (1.13) (0.60) (0.82)
Aggregate Value at Risk (2.88)% (0.78)% (1.89)%
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to 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 market fluctuations applied to current
trading positions while future risk depends on future
positions;
<page>
* 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.
In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.
The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at June 30, 2005, and for the four quarter-end
reporting periods from July 1, 2005 through June 30, 2006. VaR is
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict 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.
<page> Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. These balances and any market risk they may represent
are immaterial.
The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of June 30,
2006, such amount is equal to approximately 89% of the
Partnership?s net asset value. A decline in short-term interest
rates would 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.
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
<page> 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 June 30, 2006, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
Interest Rate. At June 30, 2006, the second largest market
exposure of the Partnership was to the global interest rate
sector. Exposure was primarily spread across U.S., European,
Japanese, and Australian interest rate sectors. Interest rate
movements directly affect the price of the sovereign bond futures
<page> 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 U.S. and the
other G-7 countries. The G-7 countries consist of France, the
U.S., Britain, Germany, Japan, Italy, and Canada. However, the
Partnership also takes futures positions in the government debt of
smaller countries ? e.g., Australia. Demeter anticipates that the
G-7 countries interest rates will remain the primary interest rate
exposure of the Partnership for the foreseeable future. The
speculative futures positions held by the Partnership may range
from short to long-term instruments. Consequently, changes in
short, medium, or long-term interest rates may have an effect on
the Partnership.
Currency. At June 30, 2006, the Partnership had market exposure
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 a number of currencies, including cross-rates -
i.e., positions between two currencies other than the U.S. dollar.
At June 30, 2006, the Partnership?s major exposures were to the
<page> euro and Japanese yen currency crosses, as well as to
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 associated with the Partnership?s currency trades will change
significantly in the future.
Commodity.
Soft Commodities and Agriculturals. The largest market
exposure of the Partnership at June 30, 2006 was to the
markets that comprise these sectors. Most of the exposure
was to the cotton, coffee, corn, cocoa, wheat, sugar,
soybeans, and soybean meal markets. Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.
Energy. At June 30, 2006, the Partnership?s third largest
market exposure was to the energy sector. The Partnership?s
primary energy exposure was to futures contracts in natural
gas and crude oil and its related products. Price movements
in these markets result from geopolitical developments,
particularly in the Middle East, as well as weather patterns,
and other economic fundamentals. Significant profits and
losses, which have been experienced in the past, are expected
to continue to be experienced in the future. Natural gas has
exhibited volatility in price resulting from weather patterns
<page> and supply and demand factors and will likely continue
in this choppy pattern.
Metals. At June 30, 2006, the Partnership had market
exposure in the metals sector. The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as aluminum and precious metals, such as silver and
gold. Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence price
movements in these markets. The Trading Manager utilizes the
trading system(s) to take positions when market opportunities
develop, and Demeter anticipates that the Partnership will
continue to do so.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2006:
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2006 were in euros, Australian
dollars, British pounds, Hong Kong dollars, and Japanese yen.
The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into U.S.
dollars upon liquidation of their respective positions.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
<page> 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 by 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.
Item 4. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this quarterly report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a?15(e) and 15d?15(e) of the
Exchange Act), and have judged such controls and procedures to
be effective.
(b) There have been no material changes during the period covered
by this quarterly report in the Partnership?s internal control
<page> over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) or in other factors that
could significantly affect these controls subsequent to the
date of their evaluation.
<page> PART II. OTHER INFORMATION
Item 1A. RISK FACTORS
Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3. ?Quantitative and Qualitative
Disclosures about Market Risk? of this Form 10-Q. There have been
no other material changes from the risk factors previously
referenced in the Partnership?s Report on Form 10-K for the fiscal
year ended December 31, 2005 and the Partnership?s Report on Form
10-Q for the quarter ended March 31, 2006.
Item 5. OTHER INFORMATION
Demeter has determined to withdraw from the Partnership effective
October 31, 2006, and thereafter will commence liquidation and
dissolution of the Partnership pursuant to the Partnership?s
Limited Partnership Agreement. In connection with this
withdrawal, Demeter will terminate trading within the Partnership
effective August 31, 2006, unless it becomes necessary or is
prudent to do so beforehand. Following termination of trading
within the Partnership, all Partnership assets will be paid
interest at the rate equal to the average yield on 13-week U.S.
Treasury bills, and all management and brokerage commissions on
such assets will be waived.
Management. In connection with the election of new directors to
the Board of Directors of Demeter, the following information
<page> updates the disclosures in the Partnership?s Form 8-K
filed on March 27, 2006 and Form 8-K filed on April 5, 2006:
On May 11, 2006, the National Futures Association approved Mr.
Walter Davis, Mr. Michael McGrath, and Mr. Andrew Saperstein as
directors of Demeter.
On July 20, 2006, the National Futures Association approved Mr.
Walter Davis as an associated person of Demeter.
Item 6. EXHIBITS
31.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
<page>
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)
August 14, 2006 By:/s/Kevin Perry
Kevin Perry
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.
<page> EXHIBIT 31.01
CERTIFICATIONS
I, Walter Davis, President of Demeter Management Corporation
(?Demeter?), the general partner of the registrant, Dean Witter
Diversified Futures Fund II L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant?s other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant?s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
<page>
d) Disclosed in this report any change in the registrant?s
internal control over financial reporting that occurred
during the registrant?s most recent fiscal quarter (the
registrant?s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant?s internal
control over financial reporting; and
5. The registrant?s other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant?s auditors
and the audit committee of Demeter?s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant?s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant?s internal control over financial reporting.
Date: August 14, 2006 BY: /s/ Walter Davis
Walter Davis
President,
Demeter Management Corporation,
general partner of the registrant
<page>
EXHIBIT 31.02
CERTIFICATIONS
I, Kevin Perry, Chief Financial Officer of Demeter Management
Corporation (?Demeter?), the general partner of the registrant,
Dean Witter Diversified Futures Fund II L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant?s other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
<page>
c) Evaluated the effectiveness of the registrant?s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant?s
internal control over financial reporting that occurred
during the registrant?s most recent fiscal quarter (the
registrant?s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant?s internal
control over financial reporting; and
5. The registrant?s other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant?s auditors
and the audit committee of Demeter?s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant?s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant?s internal control over financial
reporting.
Date: August 14, 2006 BY: /s/ Kevin Perry
Kevin Perry
Chief Financial Officer,
Demeter Management Corporation,
general partner of the registrant
<page> EXHIBIT 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dean Witter Diversified
Futures Fund II L.P. (the ?Partnership?) on Form 10-Q for the
period ended June 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the ?Report?), I, Walter
Davis, President, Demeter Management Corporation, the general
partner of the Partnership, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
By: /s/ Walter Davis
Name: Walter Davis
Title: President
Date: August 14, 2006
<page> EXHIBIT 32.02
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dean Witter Diversified
Futures Fund II L.P. (the ?Partnership?) on Form 10-Q for the
period ended June 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the ?Report?), I, Kevin
Perry, Chief Financial Officer, Demeter Management Corporation,
the general partner of the Partnership, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
By: /s/ Kevin Perry
Name: Kevin Perry
Title: Chief Financial Officer
Date: August 14, 2006