10-Q 1 cs2s.txt CORNERSTONE FUND 2 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 September 30, 2002 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to__________________ Commission File No. 0-13298 DEAN WITTER CORNERSTONE FUND II (Exact name of registrant as specified in its charter) New York 13-3212871 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Demeter Management Corporation c/o Managed Futures Department Harborside Financial Center Plaza Two, 1st Floor, Jersey City, NJ 07311 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 209-8400 825 Third Ave., 8th Floor, New York, NY 10022 (Former name, former address, and former fiscal year, if changed since last report) Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___________ DEAN WITTER CORNERSTONE FUND II INDEX TO QUARTERLY REPORT ON FORM 10-Q September 30, 2002

PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition as of ~~June~~September 30, 2002 (Unaudited) and December 31, 2001..........................2 Statements of Operations for the Quarters Ended ~~June~~September 30, 2002 and 2001 (Unaudited)....................~~.....~~3 Statements of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2002 and 2001 (Unaudited) ...................~~.....~~4 Statements of Changes in Partners' Capital for the ~~Six~~Nine Months Ended ~~June~~September 30, 2002 and 2001 (Unaudited).......~~.....~~5 Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2002 and 2001 (Unaudited) ...................~~.....~~6 Notes to Financial Statements (Unaudited)...............7-1112 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......1213-2122 Item 3. Quantitative and Qualitative Disclosures about Market Risk.........................................2223-3536 Item 4. Controls and Procedures.............................36-37 Part II. OTHER INFORMATION Item 1. Legal Proceedings......................................3638 Item 5. Other Information...................................38-40 Item 6. Exhibits and Reports on Form 8-K....................3640-3742

PART I. FINANCIAL INFORMATION Item 1. Financial Statements DEAN WITTER CORNERSTONE FUND II STATEMENTS OF FINANCIAL CONDITION

~~June~~September 30, December 31, 2002 2001 $ $ (Unaudited) ASSETS Equity in futures interests trading accounts: Cash 2123,~~239~~696,~~344~~089 21,315,776 Net unrealized gain on open contracts (MS & Co.) 21,~~563~~122,~~830~~155 1,675,664 Net unrealized gain (loss) on open contracts (MSIL) ~~(89~~97,~~243)~~154 (136,148) Total net unrealized gain on open contracts 21,~~474~~219,~~587~~309 1,539,516 Total Trading Equity 2324,~~713~~915,~~931~~398 22,855,292 Due from Morgan Stanley DW ~~104~~83,~~778~~946 53,920 Interest receivable (Morgan Stanley DW) 2526,~~563~~896 25,562 Total Assets 2325,~~844~~026,~~272~~240 22,934,774 LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable ~~170~~269,~~854~~685 121,671 Accrued incentive fees 128,115 - Accrued management fees 6972,~~439~~653 66,751 Accrued administrative expenses 3640,~~733~~199 48,616 Total Liabilities ~~277~~510,~~026~~652 237,038 Partners' Capital Limited Partners (4,~~840~~738.~~947~~134 and 5,088.041 Units, respectively) 23,~~009~~922,~~238~~835 22,185,827 General Partner (117.400 Units) ~~558~~592,~~008~~753 511,909 Total Partners' Capital 2324,~~567~~515,~~246~~588 22,697,736 Total Liabilities and Partners' Capital 2325,~~844~~026,~~272~~240 22,934,774 NET ASSET VALUE PER UNIT 45,~~753~~049.0500 4,360.39 The accompanying notes are an integral part of these financial statements.

DEAN WITTER CORNERSTONE FUND II STATEMENTS OF OPERATIONS (Unaudited)

For the Quarters Ended ~~June~~September 30, 2002 2001 $ $ REVENUES Trading profit (loss): Realized 23,~~290~~239,~~475~~605 ~~(524~~363,~~573)~~678 Net change in unrealized (1,~~829~~255,~~162~~278) (615,853 1,~~846~~984,~~929)~~327 979,531 Other revenue 76,613 - Total Trading Results 42,~~119~~060,~~637~~940 (2979,~~371,502)~~531 Interest income (Morgan Stanley DW) 7380,~~233~~667 ~~175~~146,~~362~~616 Total 42,~~192~~141,~~870~~607 (21,~~196~~126,~~140)~~147 EXPENSES Brokerage commissions (Morgan Stanley DW) ~~311~~293,~~054~~147 ~~316~~332,~~935~~196 Management fees ~~193~~213,~~000~~107 ~~206~~197,~~976~~073 Incentive fees 128,115 - Transaction fees and costs 3632,~~738~~973 3031,~~997~~026 Administrative expenses 1115,~~765~~928 12,~~663~~675 Total ~~552~~683,~~557~~270 ~~567~~572,~~571~~970 NET INCOME ~~(LOSS) 3~~1,~~640~~458,~~313~~337 (2553,~~763,711)~~177 NET INCOME ~~(LOSS)~~ ALLOCATION Limited Partners 31,~~555~~423,~~021~~592 (2540,~~704,614)~~966 General Partner 8534,~~292~~745 ~~(59~~12,~~097)~~211 NET INCOME ~~(LOSS)~~ PER UNIT Limited Partners ~~726~~295.5195 ~~(503~~104.~~38)~~01 General Partner ~~726~~295.5195 ~~(503~~104.~~38)~~01 The accompanying notes are an integral part of these financial statements.

DEAN WITTER CORNERSTONE FUND II STATEMENTS OF OPERATIONS (Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2002 2001 $ $ REVENUES Trading profit (loss): Realized 15,~~880~~120,~~560~~165 12,~~701~~064,~~067~~745 Net change in unrealized ~~935~~(320,~~071~~207) (21,~~176~~560,~~019~~166) 4,799,958 504,579 Other revenue 76,613 - Total Trading Results 24,~~815~~876,~~631~~571 ~~(474~~504,~~952)~~579 Interest income (Morgan Stanley DW) ~~147~~228,~~795~~462 ~~413~~559,~~356~~972 Total 25,~~963~~105,~~426~~033 ~~(61~~1,~~596)~~064,551 EXPENSES Brokerage commissions (Morgan Stanley DW) ~~579~~872,~~532~~679 ~~645~~978,~~867~~063 Management fees ~~379~~592,~~531~~638 ~~421~~618,~~313~~386 Incentive fees 128,115 - Transaction fees and costs 6396,~~680~~653 5990,~~463~~489 Administrative expenses 2339,~~340~~268 2336,~~536~~211 Total 1,~~046~~729,~~083~~353 1,~~150~~723,~~179~~149 NET INCOME (LOSS) 13,~~917~~375,~~343~~680 (1658,~~211,775~~598) NET INCOME (LOSS) ALLOCATION Limited Partners 13,~~871~~294,~~244~~836 (1644,~~185,836~~870) General Partner 4680,~~099~~844 (2513,~~939~~728) NET INCOME (LOSS) PER UNIT Limited Partners ~~392~~688.6661 (~~220~~116.9493) General Partner ~~392~~688.6661 (~~220~~116.9493) The accompanying notes are an integral part of these financial statements.

DEAN WITTER CORNERSTONE FUND II STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the Nine Months Ended September 30, 2002 and 2001 (Unaudited)

Units of Partnership Limited General Interest Partners Partner Total $ $ $ Partners' Capital, December 31, 2000 5,586.548 24,168,885 518,806 24,687,691 Net Loss - (1644,~~185,836~~870) (2513,~~939~~728) (1658,~~211,775~~598) Redemptions (~~169~~267.~~796~~834) (~~735~~1,~~381~~146,936) - (~~735~~1,~~381~~146,936) Partners' Capital, ~~June~~September 30, 2001 5,~~416~~318.~~752~~714 22,~~247~~377,~~668~~079 ~~492~~505,~~867~~078 22,~~740~~882,~~535~~157 Partners' Capital, December 31, 2001 5,205.441 22,185,827 511,909 22,697,736 Net Income - 13,~~871~~294,~~244~~836 4680,~~099~~844 13,~~917~~375,~~343~~680 Redemptions (~~247~~349.~~094~~907) (1,~~047~~557,~~833~~828) - (1,~~047~~557,~~833~~828) Partners' Capital, ~~June~~September 30, 2002 4,~~958~~855.~~347~~534 23,~~009~~922,~~238~~835 ~~558~~592,~~008~~753 2324,~~567~~515,~~246~~588 The accompanying notes are an integral part of these financial statements.

DEAN WITTER CORNERSTONE FUND II STATEMENTS OF CASH FLOWS (Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2002 2001 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 13,~~917~~375,~~343~~680 (1658,~~211,775~~598) Noncash item included in net income (loss): Net change in unrealized ~~(935~~320,~~071)~~207 21,~~176~~560,~~019~~166 (Increase) decrease in operating assets: Due from Morgan Stanley DW (5030,~~858~~026) (50,~~561~~468) Interest receivable (Morgan Stanley DW) (1,334) 3848,~~913~~369 Increase (decrease) in operating liabilities: Accrued incentive fees 128,115 - Accrued management fees 25,~~688~~902 (65,~~114~~729) Accrued administrative expenses (118,~~883~~417) 1916,~~895~~686 Net cash provided by operating activities ~~922~~3,~~218~~790,127 ~~966~~910,~~377~~426 CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in redemptions payable 49148,~~183~~014 (~~143~~153,~~209~~074) Redemptions of Units (1,~~047~~557,~~833~~828) (~~735~~1,~~381~~146,936) Net cash used for financing activities (~~998~~1,~~650~~409,814) (~~878~~1,~~590~~300,010) Net increase (decrease) in cash 2,380,313 (76389,~~432~~584) ~~87,787~~ Balance at beginning of period 21,315,776 21,768,271 Balance at end of period 2123,~~239~~696,~~344~~089 21,~~856~~378,~~058~~687 The accompanying notes are an integral part of these financial statements.

DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS September 30, 2002 (Unaudited) The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the results of operations and financial condition of Dean Witter Cornerstone Fund II (the "Partnership"). The financial statements and condensed notes herein should be read in conjunction with the Partnership's December 31, 2001 Annual Report on Form 10-K. 1. Organization Dean Witter Cornerstone Fund II is a New York limited partnership organized to engage primarily in the speculative trading of futures contracts, options on futures contracts, and forward contracts on foreign currencies and other commodity interests. The Partnership is one of the Dean Witter Cornerstone Funds, comprised of the Partnership, Dean Witter Cornerstone Fund III, and Dean Witter Cornerstone Fund IV. 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. Inc. ("MS & Co.") and DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS (CONTINUED) Morgan Stanley & Co.International Limited ("MSIL"). Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley. The trading managers to the Partnership are Northfield Trading L.P. and John W. Henry & Company, Inc. (collectively, the "Trading Managers"). On February 27, 2002, the Partnership received notification of a preliminary entitlement to payment from the Sumitomo Copper Litigation Settlement Administrator. The Partnership received payment of this settlement award in the amount of $76,613 as of August 31, 2002. 2. Related Party Transactions The Partnership's cash is on deposit with Morgan Stanley DW, MS & Co. and MSIL in futures, forwards, and options trading accounts to meet margin requirements as needed. Morgan Stanley DW pays interest on these funds based on the average yield on the 13-week U.S. Treasury bill rates. The Partnership pays brokerage commissions to Morgan Stanley DW. 3. Financial Instruments The Partnership trades futures contracts, options on futures contracts, and forward contracts on foreign currencies and other DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS (CONTINUED) commodity interests. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts. There are numerous factors which may significantly influence the market value of these contracts, including interest rate volatility. The market value of contracts is based on closing prices quoted by the exchange, bank or clearing firm through which the contracts are traded. 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 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: DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1) One or more underlying notional amounts or payment provisions; 2) Requires no initial net investment or a smaller initial net investment than would be required relative to changes in market factors; 3) Terms require or permit net settlement. Generally derivatives include futures, forward, swaps or options contracts and other financial instruments with similar characteristics such as caps, floors and collars. The net unrealized gains (losses) on open contracts, reported as a component of "Equity in futures interests trading accounts" on the statements of financial condition, and their longest contract maturities were as follows: Net Unrealized Gains (Losses) On Open Contracts Longest Maturities Exchange- Off-Exchange- Exchange- Off-Exchange- Date Traded Traded Total Traded Traded $ $ $ Sep. 30, 2002 1,401,045 (181,736) 1,219,309 Sep. 2003 Dec. 2002 Dec. 31, 2001 374,620 1,164,896 1,539,516 Dec. 2002 Mar. 2002 The Partnership has credit risk associated with counterparty non- performance. The credit risk associated with the instruments in DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS (CONTINUED) which the Partnership is involved is limited to the amounts reflected in the Partnership's statements of financial condition. The Partnership also has credit risk because Morgan Stanley DW, MS & Co. and MSIL act as the futures commission merchants or the counterparties with respect to most of the Partnership's assets. Exchange-traded futures contracts are marked to market on a daily basis, with variations in value settled on a daily basis. Morgan Stanley DW, MS & Co., and MSIL, each as a futures commission merchant for the Partnership's exchange-traded futures contracts, are required, pursuant to regulations of the Commodity Futures Trading Commission ("CFTC"), to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures contracts, including an amount equal to the net unrealized gains (losses) on all open futures contracts, which funds, in the aggregate, totaled $25,097,134 and $21,690,396 at September 30, 2002 and December 31, 2001, respectively. With respect to the Partnership's off- exchange-traded forward currency contracts, there are no daily settlements of variations in value nor is there any requirement that an amount equal to the net unrealized gains (losses) on open forward contracts be segregated. With respect to those off- exchange-traded forward currency contracts, the Partnership is at risk to the ability of MS & Co., the sole counterparty on all of DEAN WITTER CORNERSTONE FUND II NOTES TO FINANCIAL STATEMENTS (CONCLUDED) such contracts, to perform. The Partnership has a netting agreement with MS & Co. This agreement, which seeks to reduce both the Partnership's and MS & Co.'s exposure on off-exchange- traded forward currency contracts, should materially decrease the Partnership's credit risk in the event of MS & Co.'s bankruptcy or insolvency. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity - The Partnership deposits its assets with Morgan Stanley DW as non-clearing broker and MS & Co. and MSIL as clearing brokers in separate futures, forwards, and options trading accounts established for each Trading Manager, which assets are used as margin to engage in trading. The assets are held in either non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. The Partnership's assets held by the commodity broker may be used as margin solely for the Partnership's trading. Since the Partnership's sole purpose is to trade in futures, forwards, and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes. The Partnership's investment in futures, forwards, and options 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. There is no limitation on daily price moves in trading forward contracts on foreign currency. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership from trading in potentially profitable markets or prevent the Partnership from promptly liquidating unfavorable positions in such markets, subjecting it to substantial losses. Either of these market conditions could result in restrictions on redemptions. There are no material trends, demands, commitments, events or uncertainties known at the present time that will result in or that are reasonably likely to result in the Partnership's liquidity increasing or decreasing in any material way. The Partnership has never had illiquidity affect a material portion of its assets. Capital Resources. The Partnership does not have, nor expect to have, any capital assets. Redemptions of units of limited partnership interest ("Unit(s)") in the future will affect the amount of funds available for investment in futures, forwards, and options in subsequent periods. It is not possible to estimate the amount and therefore the impact of future redemptions of Units. There are no known material trends, favorable or unfavorable, nor any expected material changes to the Partnership's capital resource arrangements at the present time. The Partnership has no off-balance sheet arrangements, nor contractual obligations or commercial commitments to make future payments that would affect the Partnership's liquidity or capital resources. The contracts traded by the Partnership are accounted for on a trade-date basis and marked to market on a daily basis. The value of foreign currency forward contracts is based on the spot rate as of the close of business, New York City time, on a given day. Results of Operations General. The Partnership's results depend on the Trading Managers and the ability of the Trading Managers' trading programs to take advantage of price movements or other profit opportunities in the futures, forwards, and options markets. The following presents a summary of the Partnership's operations for the three and nine month periods ended September 30, 2002 and 2001, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Managers trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Managers or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Managers' trading activities on behalf of the Partnership and how the Partnership has performed in the past. The Partnership's results of operations are set forth in financial statements prepared in accordance with United States generally accepted accounting principles, 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 profit/loss" for open (unrealized) contracts, and recorded as "Realized profit/loss" when open positions are closed out, and the sum of these amounts constitutes the Partnership's trading revenues. Earned interest income revenue, as well as management fees, incentive fees and brokerage expenses of the Partnership are recorded on an accrual basis. Demeter believes that, based on the nature of the operations of the Partnership, no assumptions other than those presently used relating to the application of critical accounting policies are reasonably plausible that could affect reported amounts. For the Quarter and Nine Months Ended September 30, 2002 For the quarter ended September 30, 2002, the Partnership recorded total trading revenues, including interest income, of $2,141,607 and posted an increase in net asset value per Unit. The most significant gains of approximately 7.7% were recorded in the global interest rate futures markets from previously established long positions in U.S., European, and Japanese interest rate futures, as prices trended higher throughout the quarter due to investors seeking a safe haven from falling equity prices and increased pessimism regarding a global economic recovery. Additional gains of approximately 3.1% were recorded in the global stock index futures markets, primarily during July and September, from short positions in European, U.S., and Japanese stock index futures as prices weakened amid suspicions regarding corporate accounting practices and global political and economic uncertainty. In the energy markets, gains of approximately 2.2% were recorded, primarily during August and September, from long positions in crude oil futures and its related products as prices trended higher on the increasing possibility of military action against Iraq. A portion of the Partnership's overall gains was offset by losses of approximately 6.0% in the currency markets from previously established long positions in the euro, Swiss franc, and Japanese yen relative to the U.S. dollar as these currencies weakened against the dollar due to the emphasis on a "strong dollar" policy by the Bush Administration during July and the persistence of trendless price activity during August and September. On February 27, 2002, the Partnership received notification of a preliminary entitlement to payment from the Sumitomo Copper Litigation Settlement Administrator. The Partnership received payment of this settlement award in the amount of $76,613 as of August 31, 2002. Total expenses for the three months ended September 30, 2002 were $683,270, resulting in net income of $1,458,337. The net asset value of a Unit increased from $4,753.05 at June 30, 2002 to $5,049.00 at September 30, 2002. For the nine months ended September 30, 2002, the Partnership recorded total trading revenues, including interest income, of $5,105,033 and posted an increase in net asset value per Unit. The most significant gains of approximately 5.9% were recorded in the currency markets, primarily during May and June, from previously established long positions in the euro, Norwegian krone, and Swiss franc relative to the U.S. dollar as the value of these currencies strengthened against the dollar amid falling U.S. equity prices and increased tensions in the Israeli-Palestinian conflict. Gains of approximately 5.2% were recorded from long positions in the global interest rate futures markets as prices trended higher during a majority of the second and third quarters due to uncertainty regarding a global economic recovery. In the energy markets, gains of approximately 3.8% were recorded from long positions in crude oil futures and its related products as prices moved higher during March, August, and September due to escalating tensions in the Middle East. Additional gains of approximately 2.6% were recorded in the global stock index futures markets from short positions in U.S., Japanese, and European stock index futures as prices trended lower during July and August due to suspicions regarding corporate accounting practices and weak economic data. A portion of the Partnership's overall gains was offset by losses of approximately 2.8% in the agricultural markets primarily from positions in sugar and coffee futures as prices moved without consistent direction amid supply and demand concerns. Total expenses for the nine months ended September 30, 2002 were $1,729,353, resulting in net income of $3,375,680. The net asset value of a Unit increased from $4,360.39 at December 31, 2001 to $5,049.00 at September 30, 2002. For the Quarter and Nine Months Ended September 30, 2001 For the quarter ended September 30, 2001, the Partnership recorded total trading revenues, including interest income, of $1,126,147 and posted an increase in net asset value per Unit. The most significant gains of approximately 6.5% were experienced in the global stock index futures markets primarily during September from short positions in DAX and Nikkei Index features as equity prices slid sharply lower amid worries regarding global economic uncertainty. In the global interest rate futures markets, gains of approximately 1.4% were recorded primarily during September from long positions in U.S. interest rate futures as prices rose following an interest rate cut by the U.S. Federal Reserve and as investors sought a safe haven from declining stock prices. In the metals markets, profits of approximately 0.4% were recorded during July and September from short positions in aluminum futures as prices declined on deteriorating demand prompted by weak U.S. economic data and an increase in supplies. Additional gains of approximately 0.4% were recorded in the currency markets from short positions in the South African rand as its value weakened versus the U.S. dollar primarily during September. Offsetting currency losses were experienced primarily during September from long positions in the Japanese yen as its value relative to the U.S. dollar reversed lower following surprise interventions by the Bank of Japan. A portion of the Partnership's overall gains was offset by losses of approximately 4.3% recorded in the energy markets primarily during September from long futures positions in crude oil and its refined products as oil prices reverse lower due to near-term concerns over the effects of global economic slowdown on oil demand. Smaller losses of approximately 1.2% were experienced in the agricultural markets primarily during July from short positions in corn futures as prices increased on forecasts for hotter and drier weather in the U.S. midwest. Total expenses for the three months ended September 30, 2001 were $572,970, resulting in net income of $553,177. The net asset value of a Unit increased from $4,198.19 at June 30, 2001 to $4,302.20 at September 30, 2001 For the nine months ended September 30, 2001, the Partnership recorded total trading revenues, including interest income, of $1,064,551 and, after expenses, posted a decrease in net asset value per Unit. The most significant losses of approximately 10.1% were recorded in the energy markets throughout the first nine months of the year from positions in crude oil futures and its related products as a result of volatility in oil prices due to a continually changing outlook for inventory, supply, production and global demand. In the agricultural markets, losses of approximately 1.1% were recorded primarily during July from short corn futures positions as prices increased on forecasts for hotter and direr weather in the U.S. midwest. These losses were partially offset by gains of approximately 3.2% recorded during September from long positions in U.S. interest rate futures as prices rose following an interest rate cut by the U.S. Federal Reserve and as investors sought a safe haven from declining stock prices. In the global stock index futures markets, gains of approximately 3.0% were recorded throughout the third quarter from short positions in Nikkei and DAX index futures as equity prices decreased on corporate profit warnings and amid worries regarding global economic uncertainty. In the currency markets, gains of approximately 2.4% were recorded primarily during March from short positions in the Singapore dollar as its value weakened versus the U.S dollar on concerns regarding the overall economic environment in the Pacific Rim. Additional currency gains were recorded during August and September from long positions in the Swiss franc as its value strengthened versus the U.S. dollar due to economic optimism for Europe, weakness in the dollar caused by the sluggish U.S. economy, and as investors sought refuge in this safe haven currency amid global economic and political uncertainty. Total expenses for the nine months ended September 30, 2001 were $1,723,149, resulting in a net loss of $658,598. The net asset value of a Unit decreased from $4,419.13 at December 31, 2000 to $4,302.20 at September 30, 2001. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Introduction The Partnership is a commodity pool engaged primarily in the speculative trading of futures, forwards, and options. The market-sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership's assets are at risk of trading loss. Unlike an operating company, the risk of market- sensitive instruments is central, not incidental, to the Partnership's main business activities. The futures, forwards, and options traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities. Fluctuations in market risk based upon these factors result in frequent changes in the fair value of the Partnership's open positions, and, consequently, in its earnings and cash flow. The Partnership's total market risk is influenced by a wide variety of factors, including the diversification among the Partnership's open positions, the volatility present within the markets, and the liquidity of the markets. At different times, each of these factors may act to increase or decrease the market risk associated with the Partnership. The Partnership's past performance is not necessarily indicative of its future results. Any attempt to numerically quantify the Partnership's market risk is limited by the uncertainty of its speculative trading. The Partnership's speculative trading may cause future losses and volatility (i.e. "risk of ruin") that far exceed the Partnership's experience to date or any reasonable expectations based upon historical changes in market value. Quantifying the Partnership's Trading Value at Risk The following quantitative disclosures regarding the Partnership's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward- looking statements for purposes of the safe harbor, except for statements of historical fact. The Partnership accounts for open positions on the basis of mark- to-market accounting principles. Any loss in the market value of the Partnership's open positions is directly reflected in the Partnership's earnings, whether realized or unrealized, and its cash flow. Profits and losses on open positions of exchange- traded futures, forwards, and options are settled daily through variation margin. The Partnership's risk exposure in the market sectors traded by the Trading Managers 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 Partner- ship'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. In other words, one-day VaR for a portfolio is a number such that losses in this portfolio are estimated to exceed the VaR only one day in 100. VaR is calculated using historical simulation. Demeter uses approximately four years of daily market data (1,000 observations) and revalues its portfolio (using delta-gamma 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, 99% one-day VaR would represent the 10th worst outcome from Demeter's simulated profit and loss series. 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 Managers 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 September 30, 2002 and 2001. At September 30, 2002 and 2001, the Partnership's total capitalization was approximately $25 million and $23 million, respectively. Primary Market September 30, 2002 September 30, 2001 Risk Category Value at Risk Value at Risk Currency (1.97)% (1.91)% Interest Rate (1.00) (1.37) Equity (0.46) (0.46) Commodity (1.22) (0.80) Aggregate Value at Risk (2.51)% (2.36)% The VaR for a market category represents the one-day downside risk for the aggregate exposures associated with this market category. The aggregate VaR, listed above for the Partnership, represents the aggregate 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. The table above represents the VaR of the Partnership's open positions at September 30, 2002 and 2001 only and is not necessarily representative of either the historic or future risk of an investment in the Partnership. Because the Partnership's only business is the speculative trading of futures, forwards, and options, 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 October 1, 2001 through September 30, 2002. Primary Market Risk Category High Low Average Currency (2.38)% (1.06)% (1.92)% Interest Rate (1.14) (0.64) (0.96) Equity (0.73) (0.46) (0.58) Commodity (1.22) (0.64) (0.94) Aggregate Value at Risk (2.99)% (2.18)% (2.60)% 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 caused by market movements may differ from those of the VaR model; ? VaR results reflect past trading positions while future risk depends on future positions; ? VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and ? the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements. The VaR tables above present the results of the Partnership's VaR for each of the Partnership's market risk exposures and on an aggregate basis at September 30, 2002 and 2001, and for the end of the four quarterly reporting periods from October 1, 2001 through September 30, 2002. Since VaR is based on historical data, VaR should not be viewed as predictive of the Partnership's future financial performance or its ability to manage or monitor risk. There can be no assurance that the Partnership's actual losses on a particular day will not exceed the VaR amounts indicated above or that such losses will not occur more than once in 100 trading days. Non-Trading Risk The Partnership has non-trading market risk on its foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial. At September 30, 2002, the Partnership's cash balance at Morgan Stanley DW was approximately 90% of its total net asset value. A decline in short-term interest rates will result in a decline in the Partnership's cash management income. This cash flow risk is not considered to be material. Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality and multiplier features of the Partnership's market- sensitive instruments, in relation to the Partnership's net assets. 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 Managers 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 September 30, 2002, by market sector. It may be anticipated, however, that these market exposures will vary materially over time. Currency. The primary market exposure of the Partnership at September 30, 2002 was to the currency sector. The Partnership's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. Interest rate changes as well as political and general economic conditions influence these fluctuations. The Partnership trades a large number of currencies, including cross-rates - i.e., positions between two currencies other than the U.S. dollar. At September 30, 2002, the Partnership's greatest exposure was 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 profile of the Partnership's currency sector will change significantly in the future. The currency trading VaR figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the U.S.-based Partnership in expressing VaR in a functional currency other than U.S. dollars. Interest Rate. The second largest market exposure of the Partnership at September 30, 2002 was to the global interest rate complex. Exposure was primarily spread across the U.S., Japanese and German interest rate sectors. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly affect the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Partnership's profitability. The Partnership's primary interest rate exposure is generally to interest rate fluctuations in the United States and the other G-7 countries. The G-7 countries consist of France, the U.S., Britain, Germany, Japan, Italy and Canada. However, the Partnership also takes futures positions in the government debt of smaller nations - e.g., Australia. Demeter anticipates that G-7 and Australia 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. Equity. The Partnership's primary equity exposure at September 30, 2002 was to equity price risk in the G-7 countries. The stock index futures traded by the Partnership are by law limited to futures on broadly-based indices. At September 30, 2002, the Partnership's primary exposures were to the NASDAQ (U.S.) DAX (Germany) and Euro Stoxx 50 (Europe) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the U.S. and European indices. Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being "whipsawed" into numerous small losses. Commodity. Energy. At September 30, 2002, the Partnership's energy exposure was shared primarily by futures contracts in crude oil and its related products and natural gas. Price movements in these markets result from political developments in the Middle East, weather patterns and other economic fundamentals. Significant profits and losses, which have been experienced in the past, are expected to continue to be experienced in these markets. Natural gas has exhibited volatility in prices resulting from weather patterns and supply and demand factors and may continue in this choppy pattern. Soft Commodities and Agriculturals. At September 30, 2002, the Partnership had exposure to the markets that comprise these sectors. Most of the exposure was to the coffee, sugar, corn, and cotton markets. Supply and demand inequalities, severe weather disruption and market expectations affect price movements in these markets. Metals. The Partnership's metals exposure at September 30, 2002 was to fluctuations in the price of precious metals, such as gold and silver, and base metals such as copper, nickel, aluminum and zinc. Economic forces, supply and demand inequalities, geopolitical factors and market expectations influence price movements in these markets. The Trading Managers, from time to time, take positions when market opportunities develop. Demeter anticipates that the Partnership will continue to be exposed to the precious and base metals markets. Qualitative Disclosures Regarding Non-Trading Risk Exposure The following was the only non-trading risk exposure of the Partnership at September 30, 2002: Foreign Currency Balances. The Partnership's primary foreign currency balances at September 30, 2002 were in Hong Kong dollars, euros and British pounds. The Partnership controls the non-trading risk of these balances by regularly converting them back into U.S. dollars upon liquidation of their respective positions. Qualitative Disclosures Regarding Means of Managing Risk Exposure The Partnership and each 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 Trading Managers, each of whose strategies focus on different market sectors and trading approaches, and by monitoring the performance of the Trading Managers daily. In addition, the Trading Managers establish diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market- sensitive instrument. 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 Managers. Item 4. CONTROLS AND PROCEDURES (a) As of a date within 90 days of the filing date of this quarterly report, the President and Chief Financial Officer of Demeter, the general partner have evaluated the Partnership's disclosure controls and procedures, and have judged such controls and procedures to be effective. (b) There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 5. OTHER INFORMATION Changes in Management The following changes have been made to the Board of Directors and Officers of Demeter Management Corporation, the general partner: Mr. Robert E. Murray resigned the position of President of Demeter. Mr. Murray, however, retains his position as Chairman and as a Director of Demeter. Mr. Jeffrey A. Rothman, age 41, was named President and a Director of Demeter. Mr. Rothman is the Executive Director of Morgan Stanley Managed Futures, responsible for overseeing all aspects of the firm's managed futures department. He is also President and a Director of Morgan Stanley Futures & Currency Management Inc., Morgan Stanley's internal commodity trading advisor. Mr. Rothman has been with the Managed Futures Department for sixteen years and most recently held the position of National Sales Manager, assisting Branch Managers and Financial Advisors with their managed futures education, marketing, and asset retention efforts. Throughout his career, Mr. Rothman has helped with the development, marketing and administration of approximately 33 commodity pool investments. Mr. Rothman is an active member of the Managed Funds Association and serves on its Board of Directors. Mr. Frank Zafran, age 47, will become a Director of Demeter and of Morgan Stanley Futures & Currency Management Inc. once he has registered with the National Futures Association as an associated person of both firms, which registration is currently pending. Mr. Zafran is an Executive Director of Morgan Stanley and in September 2002 was named Chief Administrative Officer of Morgan Stanley's Global Products and Services Division. Mr. Zafran joined the firm in 1979 and has held various positions in Corporate Accounting and the Insurance Department, including Senior Operations Officer - Insurance Division, until his appointment in 2000 as Director of 401(k) Plan Services, responsible for all aspects of 401(k) Plan Services including marketing, sales and operations. Mr. Zafran received a B.S. degree in Accounting from Brooklyn College, New York. Mr. Raymond E. Koch resigned the position of Chief Financial Officer of Demeter. Mr. Jeffrey D. Hahn, age 45, was named Chief Financial Officer of Demeter. Mr. Hahn began his career at Morgan Stanley in 1992 and is currently an executive Director responsible for the management and supervision of the accounting, reporting, tax and finance functions for the firm's private equity, managed futures, and certain legacy real estate investing activities. He is also Chief Financial Officer of Morgan Stanley Futures & Currency Management Inc. From August 1984 through May 1992, Mr. Hahn held various positions as an auditor at Coopers & Lybrand, specializing in manufacturing businesses and venture capital organizations. Mr. Hahn received his B.A. in economics from St. Lawrence University in 1979, an M.B.A. from Pace University in 1984, and is a Certified Public Accountant. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits 3.01 Limited Partnership Agreement of the Partnership, dated as of December 7, 1983, as amended of May 11, 1984, is incorporated by reference to Exhibit 3.01 of the Partnership's Annual Report on Form 10-K for the fiscal year ended September 30, 1984 (File No. 0-13298). 10.01 Management Agreement among the Partnership, Demeter and John W. Henry & Company, Inc., dated November 15, 1983, is incorporated by reference to Exhibit 10.03 of the Partnership's Annual Report on Form 10-K for the fiscal year ended September 30, 1984 (File No. 0-13298). 10.02 Dean Witter Cornerstone Funds Exchange Agreement, dated as of May 31, 1984, is incorporated by reference to Exhibit 10.04 of the Partnership's Annual Report on Form 10-K for the fiscal year ended September 30, 1984 (File No. 0- 13298). 10.03 Management Agreement among the Partnership, Demeter and Northfield Trading L.P., dated as of April 16, 1997, is incorporated by reference to Exhibit 10.03 of the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-13298). 10.04 Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated as of June 22, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership's Form 8-K (File No. 0-13298) filed with the Securities and Exchange Commission on November 13, 2001. 10.05 Commodity Futures Customer Agreement between Morgan Stanley & Co. Incorporated and the Partnership, acknowledged and agreed to by Morgan Stanley DW Inc., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.02 of the Partnership's Form 8-K (File No. 0- 13298) filed with the Securities and Exchange Commission on November 13, 2001. 10.06 Customer Agreement between the Partnership and Morgan Stanley & Co. International Limited, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership's Form 8-K (File No. 0-13298) filed with the Securities and Exchange Commission on November 13, 2001. 10.07 Foreign Exchange and Options Master Agreement between Morgan Stanley & Co. Incorporated and the Partnership, dated as of April 30, 2000, is incorporated by reference to Exhibit 10.05 of the Partnership's Form 8-K (File No. 0-13298) filed with the Securities and Exchange Commission on November 13, 2001. 10.08 Amendment to Management Agreement between the Partnership and John W. Henry & Company, Inc., dated as of November 30, 2000, is incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K (File No. 0-13298) filed with the Securities and Exchange Commission on January 3, 2001. 10.09 Amendment to Management Agreement between the Partnership and Northfield Trading L.P., dated as of November 30, 2000, is incorporated by reference to Exhibit 10.2 of the Partnership's Form 8-K (File No. 0-13298) filed with the Securities and Exchange Commission on January 3, 2001. 10.10 Securities Account Control Agreement among the Partnership, Morgan Stanley & Co. Incorporated, and Morgan Stanley DW Inc., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership's Form 8- K (File No. 0-13298) filed with the Securities and Exchange Commission on November 13, 2001. 99.01 Certification of Periodic Report by Jeffrey A. Rothman, President of Demeter Management Corporation, general partner of the Partnership 99.02 Certification of Periodic Report by Jeffrey D. Hahn, Chief Financial Officer of Demeter Management Corporation, general partner of the Partnership. (B) Reports on Form 8-K - None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dean Witter Cornerstone Fund II (Registrant) By: Demeter Management Corporation (General Partner) November 14, 2002 By: /s/Jeffrey D. Hahn Jeffrey D. Hahn Chief Financial Officer Demeter Management Corporation, general partner of the Partnership 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. CERTIFICATIONS I, Jeffrey A. Rothman, President of Demeter Management Corporation, the general partner of the Partnership, certify that: 1. I have reviewed this quarterly report on Form 10-Q of the Partnership; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this quarterly report; 4. Demeter's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Partnership's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. Demeter's other certifying officers and I have disclosed, based on our most recent evaluation, to the Partnership's auditors and the audit committee of Demeter's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Partnership's ability to record, process, summarize and report financial data and have identified for the Partnership's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal controls; and 6. Demeter's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Jeffrey A. Rothman Jeffrey A. Rothman President, Demeter Management Corporation, general partner of the Partnership CERTIFICATIONS I, Jeffrey D. Hahn, Chief Financial Officer of Demeter Management Corporation, the general partner of the Partnership, certify that: 1. I have reviewed this quarterly report on Form 10-Q of the Partnership; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this quarterly report; 4. Demeter's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Partnership's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. Demeter's other certifying officers and I have disclosed, based on our most recent evaluation, to the Partnership's auditors and the audit committee of Demeter's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Partnership's ability to record, process, summarize and report financial data and have identified for the Partnership's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal controls; and 6. Demeter's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/Jeffrey D. Hahn Jeffrey D. Hahn Chief Financial Officer, Demeter Management Corporation, general partner of the Partnership 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 Cornerstone Fund II (the "Partnership") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey A. Rothman, President, Demeter Management Corporation, 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: (1) The Report fully complies with the requirements of Section 13 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/ Jeffrey A. Rothman Name: Jeffrey A. Rothman Title: President Date: November 14, 2002 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 Cornerstone Fund II (the "Partnership") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey D. Hahn, Chief Financial Officer, Demeter Management Corporation, 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: (3) The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and (4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. By: /s/ Jeffrey D. Hahn Name: Jeffrey D. Hahn Title: Chief Financial Officer Date: November 14, 2002

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