10-Q 1 comm.txt MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2001 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to________________ Commission File No. 0-24035 MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. (Exact name of registrant as specified in its charter) Delaware 13-3968008 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Demeter Management Corporation Two World Trade Center, 62 Fl., New York, NY 10048 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 392-5454 (Former name, former address, and former fiscal year, if changed since last report) Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___________ MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. INDEX TO QUARTERLY REPORT ON FORM 10-Q March 31, 2001

PART I. FINANCIAL INFORMATION Item 1. Financial Statements MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. STATEMENTS OF FINANCIAL CONDITION

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. STATEMENTS OF OPERATIONS (Unaudited)

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the Quarters Ended March 31, 2001 and 2000 (Unaudited)

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. STATEMENTS OF CASH FLOWS (Unaudited)

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the results of operations and financial condition of Morgan Stanley Dean Witter Spectrum Commodity L.P. (the "Partnership"). The financial statements and condensed notes herein should be read in conjunction with the Partnership's December 31, 2000 Annual Report on Form 10-K. 1. Organization Morgan Stanley Dean Witter Spectrum Commodity L.P. is a Delaware limited partnership organized to engage primarily in the speculative trading of futures and forward contracts in metals, energy and agricultural markets. The Partnership is one of the Morgan Stanley Dean Witter Spectrum Series of funds, comprised of the Partnership, Morgan Stanley Spectrum Currency L.P., Morgan Stanley Dean Witter Spectrum Global Balanced L.P., Morgan Stanley Dean Witter Spectrum Select L.P., Morgan Stanley Dean Witter Spectrum Strategic L.P. and Morgan Stanley Dean Witter Spectrum Technical L.P. The Partnership's general partner is Demeter Management Corporation ("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc. ("Morgan Stanley DW"). Dean Witter Reynolds Inc. changed its name to Morgan Stanley DW Inc. MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) effective April 2, 2001. The clearing commodity brokers are Morgan Stanley & Co. Incorporated ("MS & Co.") and Morgan Stanley & Co. International Limited ("MSIL"). The trading advisor is Morgan Stanley Dean Witter Commodities Management, Inc. ("MSCM" or the "Trading Advisor"). MSCM, Morgan Stanley DW, MS & Co., MSIL and Demeter are all 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 a prevailing rate on U.S. Treasury bills. The Partnership pays brokerage fees to the commodity brokers, management fees and incentive fees (if applicable) to MSCM and, through March 2000, paid service fees to Demeter. 3. Financial Instruments The Partnership trades futures and forward contracts in metals, energy and agricultural markets. 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 MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 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 option contracts and other financial instruments with similar characteristics such as caps, floors and collars. MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The net unrealized loss on open contracts is reported as a component of "Equity in futures interests trading accounts" on the statements of financial condition and totaled $996,718 and $25,283 at March 31, 2001 and December 31, 2000, respectively. Net unrealized losses on open contracts of $996,718 and $25,283 at March 31, 2001 and December 31, 2000, respectively, were related to exchange-traded futures contracts. Exchange-traded futures contracts held by the Partnership at March 31, 2001 and December 31, 2000 mature through September 2001 and April 2001, respectively. 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 MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 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 loss on all open futures contracts, which funds, in the aggregate, totaled $17,216,887 and $20,504,696 at March 31, 2001 and December 31, 2000, respectively. 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 Advisor, 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 or options contract has increased or decreased by an amount equal to the daily limit, positions in that futures or options contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership from promptly liquidating its futures or options contracts and result in restrictions on redemptions. The Partnership has never had illiquidity affect a material portion of its assets. Capital Resources. The Partnership does not have, or expect to have, any capital assets. Redemptions, exchanges and sales of additional units of limited partnership interest ("Unit(s)") in the future will affect the amount of funds available for investment in futures and forwards in subsequent periods. It is not possible to estimate the amount and therefore the impact of future redemptions of Units. Results of Operations General. The Partnership's results depend on its Trading Advisor and the ability of the Trading Advisor's trading program to take advantage of price movements or other profit opportunities in the futures and forwards markets. The following presents a summary of the Partnership's operations for the quarters ended March 31, 2001 and 2000, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisor trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of its Trading Advisor's trading activities on behalf of the Partnership as a whole and how the Partnership has performed in the past. For the Quarter Ended March 31, 2001 For the quarter ended March 31, 2001, the Partnership recorded total trading losses net of interest income of $2,026,724 and posted a decrease in net asset value per Unit. The most significant losses of approximately 4.0% were experienced primarily during January and March in the agricultural markets from long corn, wheat and soybean meal futures positions as prices moved lower due to favorable South American weather and on U.S. economic woes. In the metals markets, losses of approximately 3.7% were recorded primarily during February and March from long positions in copper and aluminum futures as prices moved lower pressured by the decline in the U.S. equity market and concerns over demand. In the energy markets, losses of approximately 3.1% were recorded throughout a majority of the quarter from long positions in natural gas futures as prices reversed their sharp upward trend amid bearish inventory data and forecasts for warmer weather. In soft commodities, losses of approximately 0.9% were incurred throughout a majority of the quarter from long cotton futures positions as prices moved lower on weak export sales and low demand. Offsetting gains were recorded in the soft commodities markets from long positions in cocoa futures as prices increased on concerns over falling production and tight supplies in Africa's Ivory Coast region. Total expenses for the three months ended March 31, 2001 were $341,096, resulting in a net loss of $2,367,820. The net asset value of a Unit decreased from $7.85 at December 31, 2000 to $6.91 at March 31, 2001. For the Quarter Ended March 31, 2000 For the quarter ended March 31, 2000, the Partnership recorded trading revenues, including interest income, of $553,360 and posted an increase in net asset value per Unit. The most significant gains of approximately 4.3% were recorded primarily during January and February in the energy markets from long futures positions in crude oil and its refined products as oil prices increased on concerns about future output levels from the world's leading producer countries amid dwindling stockpiles and increasing demand. In the agricultural markets, gains of approximately 2.1% were recorded earlier in January from short positions in corn and soybean futures as prices moved higher on increasing concerns for dryness in Brazil, subsequent crop damage and a surprise cut in year-end stocks. During March, gains were recorded from long futures positions in corn, soybeans and soybean related products as prices in these markets increased amid fears of a drought this summer. These gains were partially offset by losses of approximately 2.8% recorded in the metals markets from long aluminum and copper futures positions as prices reversed lower earlier in February due primarily to technically based selling. Aluminum and copper prices dipped further later in February led downward by falling prices of other base metals. Losses were recorded during March from long gold futures positions as gold prices fell on fears that the French central bank could decide to sell some of its reserves. In soft commodities, losses of approximately 2.3% were recorded primarily during January and February from long coffee futures positions as coffee prices declined in the wake of forecasts for a bumper crop in Brazil. Long positions in sugar futures also incurred losses during January and February as prices dropped amid sustained fears of a global supply surplus. Total expenses for the three months ended March 31, 2000 were $419,021, resulting in net income of $134,339. The net asset value of a Unit increased from $7.61 at December 31, 1999 to $7.65 at March 31, 2000. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Introduction The Partnership is a commodity pool involved in the speculative trading of futures and forwards. The market-sensitive instruments held by the Partnership are acquired solely for speculative trading purposes only and, as a result, all or substantially all of the Partnership's assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is central, not incidental, to the Partnership's main business activities. The futures and forwards traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities. Fluctuations in market risk based upon these factors result in frequent changes in the fair value of the Partnership's open positions, and, consequently, in its earnings and cash flow. The Partnership's total market risk is influenced by a wide variety of factors, including the diversification among the Partnership's open positions, the volatility present within the markets, and the liquidity of the markets. At different times, each of these factors may act to increase or decrease the market risk associated with the Partnership. The Partnership's past performance is not necessarily indicative of its future results. Any attempt to numerically quantify the Partnership's market risk is limited by the uncertainty of its speculative trading. The Partnership's speculative trading may cause future losses and volatility (i.e. "risk of ruin") that far exceed the Partnership's experiences to date or any reasonable expectations based upon historical changes in market value. Quantifying the Partnership's Trading Value at Risk The following quantitative disclosures regarding the Partnership's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward- looking statements for purposes of the safe harbor, except for statements of historical fact. The Partnership accounts for open positions using mark-to-market accounting principles. Any loss in the market value of the Partnership's open positions is directly reflected in the Partnership's earnings, whether realized or unrealized, and its cash flow. Profits and losses on open positions of exchange- traded futures and forwards are settled daily through variation margin. The Partnership's risk exposure in the market sectors traded by the Trading Advisor 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%. 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 Advisor in its daily risk management activities. The Partnership's Value at Risk in Different Market Sectors The following table indicates the VaR associated with the Partnership's open positions as a percentage of total net assets by primary market risk category as of March 31, 2001 and 2000. At March 31, 2001 and 2000, the Partnership's total capitalization was approximately $17 million and $23 million, respectively. Primary Market March 31, 2001 March 31, 2000 Risk Category Value at Risk Value at Risk Commodity (1.57)% (2.10)% The table above represents the VaR of the Partnership's open positions at March 31, 2001 and 2000 only and is not necessarily representative of either the historic or future risk of an investment in the Partnership. Because the Partnership's only business is the speculative trading of futures and forwards, the composition of its trading portfolio can change significantly over any given time period, or even within a single trading day. Any changes in open positions could positively or negatively materially impact market risk as measured by VaR. The table below supplements the quarter-end VaR by presenting the Partnership's high, low and average VaR, as a percentage of total net assets for the four quarterly reporting periods from April 1, 2000 through March 31, 2001. Primary Market Risk Category High Low Average Commodity (1.71)% (1.57)% (1.66)% Limitations on Value at Risk as an Assessment of Market Risk The face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership to typically be many times the total capitalization of the Partnership. The value of the Partnership's open positions thus creates a "risk of ruin" not typically found in other investments. The relative size of the positions held may cause the Partnership to incur losses greatly in excess of VaR within a short period of time, given the effects of the leverage employed and market volatility. The VaR tables above, as well as the past performance of the Partnership, give no indication of such "risk of ruin". In addition, VaR risk measures should be viewed in light of the methodology's limitations, which include the following: ? past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements; ? changes in portfolio value in response to market movements may differ from those of the VaR model; ? VaR results reflect past trading positions while future risk depends on future positions; ? VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and ? the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements. The VaR tables above present the results of the Partnership's VaR for its market risk exposure at March 31, 2001 and for the end of the four quarterly reporting periods from April 1, 2000 through March 31, 2001. Since VaR is based on historical data, VaR should not be viewed as predictive of the Partnership's future financial performance or its ability to manage or monitor risk. There can be no assurance that the Partnership's actual losses on a particular day will not exceed the VaR amounts indicated above or that such losses will not occur more than once in 100 trading days. Non-Trading Risk The Partnership has non-trading market risk on its foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial. At March 31, 2001, the Partnership's cash balance at Morgan Stanley DW was approximately 96% of its total net asset value. A decline in short-term interest rates will result in a decline in the Partnership's cash management income. This cash flow risk is not considered material. Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality and multiplier features of the Partnership's market- sensitive instruments, in relation to the Partnership's net assets. Qualitative Disclosures Regarding Primary Trading Risk Exposures The following qualitative disclosures regarding the Partnership's market risk exposures - except for (A) those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership's primary market risk exposures as well as the strategies used and to be used by Demeter and the Trading Advisor 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 expro- priations, 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 was the primary trading risk exposures of the Partnership at March 31, 2001, by market sector. It may be anticipated however, that these market exposure will vary materially over time. Commodity. Soft Commodities and Agricultural. At March 31, 2001, the Partnership had exposure in the cocoa, coffee, corn and wheat markets. Supply and demand inequalities, severe weather disruption and market expectations affect price movements in these markets. Metals. The Partnership's primary metals market exposure at March 31, 2001, was to fluctuations in the price of gold and silver. The Partnership will, from time to time, trade base metals such as copper, aluminum, nickel, lead and zinc, but the principal market exposures of the Partnership have consistently been in precious metals, gold and silver and, to a much lesser extent, platinum. Gold and silver prices have remained volatile and the Trading Advisor has, from time to time, taken positions as market opportunities developed. Energy. At March 31, 2001, the Partnership's energy exposure was shared primarily by futures contracts in the crude oil and natural gas markets. 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 this market. Natural gas has exhibited volatility in prices resulting from weather patterns and supply and demand factors and may continue in this choppy pattern. Qualitative Disclosures Regarding Non-Trading Risk Exposure At March 31, 2001 there was no non-trading risk exposure because the Partnership did not have any foreign currency balances. Qualitative Disclosures Regarding Means of Managing Risk Exposure The Partnership and the Trading Advisor, 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 Advisor daily. In addition, the Trading Advisor 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 Advisor. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS Please refer to Legal Proceedings previously disclosed in the Partnership's Form 10-K for the year ended December 31, 2000. Item 2. CHANGE IN SECURITIES AND USE OF PROCEEDS The Partnership registered 5,000,000 Units pursuant to a Registration Statement on Form S-1, which became effective on November 10, 1997 (the "Registration Statement") (SEC File Number 333-33975). The Partnership, Demeter and Morgan Stanley DW extended the offering period for unsold Units until no later than October 16, 1998 pursuant to Post Effective Amendment No. 1 to the Registration Statement, which became effective on July 10, 1998. The managing underwriter for the Partnership is Morgan Stanley DW. The offering originally commenced on November 10, 1997 with 5,000,000 Units registered and 4,045,503.483 Units sold through April 1, 1998. The aggregate price of the offering amount registered was $50,000,000 (based upon the initial offering price of $10.00 per Unit) for the initial closing on January 2, 1998 (the "Initial Offering"). After the Initial Offering, Units were sold at three closings held on February 2, March 2 and April 1, 1998, at a price equal to 100% of the net asset value per Unit at the close of business on the last day of the month immediately preceding the closing. The aggregate price of the Units sold at the four closings of the offering was $40,100,218 (based upon the net asset value per Unit of $10.00 at January 2, 1998, $10.13 at February 2, 1998, $9.53 at March 2, 1998 and $9.54 at April 1, 1998 closings, respectively). An additional 149,990.149 Units were sold at subsequent closings; held on August 3, September 1 and October 1, 1998 at a price equal to 100% of the net asset value per Unit at the close of business on the last day of the month immediately preceding the closing. The aggregate offering price of the three subsequent closings was $1,135,005 (based upon the net asset value per Unit of $7.85 at August 3, 1998, $7.23 on September 1, 1998 and $7.75 on October 1, 1998, respectively). Subsequent to these closings, remaining unsold Units were de- registered. In conjunction with becoming part of the Spectrum Series on March 7, 2000, the Partnership registered an additional 7,000,000 Units pursuant to another Registration Statement on form S-1, which became effective on March 6, 2000 (SEC File Number 33-90483). As part of the Spectrum Series, Units of the Partnership are now sold monthly on a continuous basis at a price equal to 100% of the net asset value per Unit at the close of business on the last day of each month. Through March 31, 2001, 4,530,533.356 Units were sold, leaving 6,664,960.276 Units unsold. The aggregate price of Units sold through March 31, 2001 was $43,770,665 at a price equal to 100% of the net asset value per Unit at the close of business on the last day of each month. Since no expenses are chargeable against proceeds, 100% of the proceeds of the offering have been applied to the working capital of the Partnership for use in accordance with the "Use of Proceeds" section of the Prospectus. Item 6. Exhibits and Reports on Form 8-K (A) Exhibits 3.01 Form of Amended and Restated Limited Partnership Agreement of the Partnership is incorporated by reference to Exhibit A of the Partnership's Prospectus, dated March 23, 2001, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933. 3.02 Certificate of Limited Partnership, dated July 31, 1997, is incorporated by reference to Exhibit 3.02 of the Partnership's Registration Statement on Form S-1 (File No. 333-33975) filed with the Securities and Exchange Commission on August 20, 1997. 3.03 Form of Amendment of Certificate of Limited Partnership of the Partnership (changing its name from Morgan Stanley Tangible Asset Fund L.P.) is incorporated by reference to Registration Statement No. 333-90483. 10.05 Form of Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units is incorporated by reference to Exhibit B of the Partnership's Prospectus dated March 23, 2001, as filed with the Securities and Exchange Commission pursuant to Rule 424 (b)(3) under the Securities Act of 1933. 10.06 Form of Amended and Restated Escrow Agreement among the Partnership, Morgan Stanley Dean Witter Spectrum Select L.P., Morgan Stanley Dean Witter Spectrum Technical L.P., Morgan Stanley Dean Witter Spectrum Strategic L.P., Morgan Stanley Dean Witter Spectrum Global Balanced L.P., Morgan Stanley Dean Witter Currency L.P., Demeter Management Corporation, Dean Witter Reynolds Inc., and Chemical Bank, the escrow agent is incorporated by reference to the Partnership's Registration Statement on Form S-1 (File No. 333-90483) filed with the Securities and Exchange Commission on November 5, 1999. 10.07 Form of Subscription Agreement Update Form to be executed by purchasers of Units is incorporated by reference to Exhibit C of the Partnership's Prospectus dated March 23, 2001, as filed with the Securities and Exchange Commission pursuant to Rule 424 (b)(3) under the Securities Act of 1933. 10.08 Amended and Restated Customer Agreement between the Partnership and Dean Witter Reynolds Inc., dated as of March 31, 2000, between the Partnership and Dean Witter Reynolds Inc. is incorporated by reference to Exhibit 10.08 of the Partnership's Registration Statement on Form S-1 (File No. 333-90483) filed with the SEC on March 14, 2001. 10.09 Amended and Restated Management Agreement, dated April 1, 2000, among the Partnership, Demeter Management Corporation, and Morgan Stanley Commodities Management, Inc. is incorporated by reference to Exhibit 10.01 of the Partnership's Form 8-K (File No. 0-24035) filed with the SEC on April 25, 2001. 10.10 Amendment to the Amended and Restated Management Agreement, dated November 30, 2000, among the Partnership, Demeter Management Corporation, and Morgan Stanley Commodities Management, Inc. is incorporated by reference to Exhibit 10.02 of the Partnership's Form 8-K (File No. 0-24035) filed with the SEC on April 25, 2001. (B) Reports on Form 8-K. Filed with the Securities and Exchange Commission on January 3, 2001. In connection with the Partnership becoming part of the Morgan Stanley Dean Witter Spectrum Series of continuously offered funds, the Partnership changed its name to Morgan Stanley Dean Witter Spectrum Commodity L.P. and effective April 1, 2000, the Partnership entered into an amended and restated management agreement with Morgan Stanley Dean Witter Commodities Management, Inc. Additionally, effective December 1, 2000, the Partnership amended its amended and restated management agreement with the Trading Advisor under which the annual incentive fee paid by the Partnership to the Trading Advisor was changed from 20% to 17.5% of Partnership trading profits, as determined from the end of the last period n which an incentive fee was earned. 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. Morgan Stanley Dean Witter Spectrum Commodity Fund L.P. (Registrant) By: Demeter Management Corporation (General Partner) May 14, 2001 By:/s/Raymond E. Koch_____________________ Raymond E. Koch Chief Financial Officer The General Partner which signed the above is the only party authorized to act for the Registrant. The Registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L P 10-Q