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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 Number 0-26338
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3782231
(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___________
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
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 September 30, 2002
(Unaudited) and December 31, 2001..........................2
Statements of Operations for the Quarters Ended
September 30, 2002 and 2001 (Unaudited) ...................3
Statements of Operations for the Nine Months Ended
September 30, 2002 and 2001 (Unaudited) ...................4
Statements of Changes in Partners' Capital for the
Nine Months Ended September 30, 2002 and 2001 (Unaudited)..5
Statements of Cash Flows for the Nine Months Ended
September 30, 2002 and 2001 (Unaudited) ........ .........6
Notes to Financial Statements (Unaudited)...............7-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......13-23
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................24-38
Item 4. Controls and Procedures................................38
Part II. OTHER INFORMATION
Item 1. Legal Proceedings......................................39
Item 2. Changes in Securities and Use of Proceeds...........39-41
Item 5. Other Information...................................41-43
Item 6. Exhibits and Reports on Form 8-K....................43-46
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION
September 30, December 31,
2002 2001
$ $
(Unaudited)
ASSETS
Equity in futures interests trading accounts:
Cash 323,113,016 246,172,354
Net unrealized gain on open contracts (MS & Co.) 27,190,653 14,299,794
Net unrealized gain (loss) on open contracts (MSIL) 1,557,066 (2,794,179)
Total net unrealized gain on open contracts 28,747,719 11,505,615
Total Trading Equity 351,860,735 257,677,969
Subscriptions receivable 6,171,822 4,445,562
Interest receivable (Morgan Stanley DW) 370,707 318,673
Total Assets 358,403,264 262,442,204
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accrued incentive fees 3,528,264 -
Redemptions payable 3,274,300 2,377,346
Accrued brokerage fees (Morgan Stanley DW) 1,962,180 1,509,205
Accrued management fees 684,759 581,531
Total Liabilities 9,449,503 4,468,082
Partners' Capital
Limited Partners (17,528,077.646 and
17,089,473.684 Units, respectively) 345,191,830 255,122,417
General Partner (191,022.517 Units) 3,761,931 2,851,705
Total Partners' Capital 348,953,761 257,974,122
Total Liabilities and Partners' Capital 358,403,264 262,442,204
NET ASSET VALUE PER UNIT 19.69 14.93
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Quarters Ended September 30,
2002 2001
$ $
REVENUES
Trading profit (loss):
Realized 77,382,624 1,930,938
Net change in unrealized (5,415,290) 18,390,113
71,967,334 20,321,051
Other revenue 306,400 -
Total Trading Results 72,273,734 20,321,051
Interest income (Morgan Stanley DW) 1,064,718 1,791,466
Total 73,338,452 22,112,517
EXPENSES
Brokerage fees (Morgan Stanley DW) 5,532,443 4,653,570
Incentive fees 4,024,921 -
Management fees 1,931,572 1,783,417
Total 11,488,936 6,436,987
NET INCOME 61,849,516 15,675,530
NET INCOME ALLOCATION
Limited Partners 61,173,937 15,499,253
General Partner 675,579 176,277
NET INCOME PER UNIT
Limited Partners 3.53 0.92
General Partner 3.53 0.92
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine Months Ended September 30,
2002 2001
$ $
REVENUES
Trading profit (loss):
Realized 86,869,626 34,925,069
Net change in unrealized 17,242,104 (14,890,135)
104,111,730 20,034,934
Other revenue 306,400 -
Total Trading Results 104,418,130 20,034,934
Interest income (Morgan Stanley DW) 2,721,860 7,150,672
Total 107,139,990 27,185,606
EXPENSES
Brokerage fees (Morgan Stanley DW) 14,470,074 14,600,175
Management fees 5,273,280 5,592,698
Incentive fees 4,024,921 1,630,613
Total 23,768,275 21,823,486
NET INCOME 83,371,715 5,362,120
NET INCOME ALLOCATION
Limited Partners 82,461,489 5,305,035
General Partner 910,226 57,085
NET INCOME PER UNIT
Limited Partners 4.76 0.30
General Partner 4.76 0.30
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
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 16,670,218.496 265,060,579 3,072,513 268,133,092
Offering of Units 1,770,337.904 28,207,907 - 28,207,907
Net Income - 5,305,035 57,085 5,362,120
Redemptions (1,495,072.183) (24,078,441) - (24,078,441)
Partners' Capital,
September 30, 2001 16,945,484.217 274,495,080 3,129,598 277,624,678
Partners' Capital,
December 31, 2001 17,280,496.201 255,122,417 2,851,705 257,974,122
Offering of Units 2,383,260.283 37,813,837 - 37,813,837
Net Income - 82,461,489 910,226 83,371,715
Redemptions (1,944,656.321) (30,205,913) - (30,205,913)
Partners' Capital,
September 30, 2002 17,719,100.163 345,191,830 3,761,931 348,953,761
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30,
2002 2001
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 83,371,715 5,362,120
Noncash item included in net income:
Net change in unrealized (17,242,104) 14,890,135
(Increase) decrease in operating assets:
Interest receivable (Morgan Stanley DW) (52,034) 493,552
Increase (decrease) in operating liabilities:
Accrued incentive fees 3,528,264 (111,599)
Accrued brokerage fees (Morgan Stanley DW) 452,975 92,001
Accrued management fees 103,228 28,560
Net cash provided by operating activities 70,162,044 20,754,769
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 37,813,837 28,207,907
Increase in subscriptions receivable (1,726,260) (1,390,624)
Increase (decrease) in redemptions payable 896,954 (866,445)
Redemptions of Units (30,205,913) (24,078,441)
Net cash provided by financing activities 6,778,618 1,872,397
Net increase in cash 76,940,662 22,627,166
Balance at beginning of period 246,172,354 231,502,090
Balance at end of period 323,113,016 254,129,256
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
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 Morgan Stanley Spectrum Technical L.P. (the "Partnership").
The financial statements and condensed notes herein should be read
in conjunction with the Partnership's December 31, 2001 Annual
Report on Form 10-K.
1. Organization
Morgan Stanley Spectrum Technical L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of futures contracts, options on futures contracts, and
forward contracts on physical commodities and other commodity
interests, including, but not limited to foreign currencies,
financial instruments, metals, energy and agricultural products.
The Partnership is one of the Morgan Stanley Spectrum Series of
funds, comprised of the Partnership, Morgan Stanley Spectrum
Commodity L.P., Morgan Stanley Spectrum Currency L.P., Morgan
Stanley Spectrum Global Balanced L.P., Morgan Stanley Spectrum
Select L.P., and Morgan Stanley Spectrum Strategic L.P.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Partnership's general partner is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW"). The clearing
commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL"). Demeter,
Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley. The trading advisors to the
Partnership are Campbell & Company, Inc., Chesapeake Capital
Corporation, and John W. Henry & Company, Inc. (collectively, the
"Trading Advisors").
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 $306,400 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 a prevailing rate on U.S.
Treasury bills. Brokerage fees are paid to Morgan Stanley DW.
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to foreign
currencies, financial instruments, metals, energy and
agricultural products. Futures and forwards represent contracts
for delayed delivery of an instrument at a specified date and
price. Risk arises from changes in the value of these contracts
and the potential inability of counterparties to perform under
the terms of the contracts. There are numerous factors which may
significantly influence the market value of these contracts,
including interest rate volatility.
The market value of 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"
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
("SFAS No. 133"). SFAS No. 133 defines a derivative as a
financial instrument or other contract that has all three of the
following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.
Generally derivatives include futures, forward, swaps or options
contracts and other financial instruments with similar
characteristics such as caps, floors and collars.
The net unrealized gains (losses) on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition, and their longest contract
maturities were as follows:
Net Unrealized Gains (Losses)
on Open Contracts Longest Maturities
Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Sep. 30, 2002 30,172,677 (1,424,958) 28,747,719 Sep. 2003 Dec. 2002
Dec. 31, 2001 828,853 10,676,762 11,505,615 Dec. 2002 Mar. 2002
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.
The Partnership also has credit risk because Morgan Stanley DW,
MS & Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis. Each of Morgan Stanley DW, MS & Co.,
and MSIL, as a futures commission merchant for the Partnership's
exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures
Trading Commission ("CFTC"), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures and futures-
styled options contracts, including an amount equal to the net
unrealized gains (losses) on all open futures and futures-styled
options contracts, which funds, in the aggregate, totaled
$353,285,693 and $247,001,207 at September 30, 2002 and December
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
31, 2001, respectively. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated. With respect to those off-
exchange-traded forward currency contracts, the Partnership is at
risk to the ability of MS & Co., the sole counterparty on all of
such contracts, to perform. The Partnership has a netting
agreement with MS & Co. This agreement, which seeks to reduce
both the Partnership's and MS & Co.'s exposure on off-exchange-
traded forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy
or insolvency.
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 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, 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, 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, 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
Advisors and the ability of each Trading Advisors' 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 general discussion of its trading activities during
each period. It is important to note, however, that the Trading
Advisors 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 Advisors 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 Advisors' 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
fees 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 $73,338,452
and posted an increase in net asset value per Unit. The most
significant gains of approximately 19.3% were recorded in the
interest rate futures markets throughout a majority of the quarter
from long positions in European and U.S. interest rate futures, as
prices rose due to multiple negative economic indicators that
pointed to further difficulties in the global economy. Additional
gains of approximately 7.5% were recorded in the global stock
index futures markets from short positions in European and U.S.
stock index futures as prices trended lower during much of the
quarter amid suspicions regarding corporate accounting practices
and skepticism regarding a global economic recovery. Gains of
approximately 2.1% were supplied from long positions in crude oil
futures and its related products, predominantly during September,
as prices pushed higher on looming concerns regarding the
possibility of military action against Iraq. A portion of the
Partnership's overall gains was offset by losses of approximately
4.0% in the currency markets from long futures positions in most
major currencies, particularly the Australian dollar, Canadian
dollar, and Japanese yen, as the value of these currencies moved
lower relative to the U.S. dollar throughout the quarter due to a
decline in gold prices and repatriation activity by U.S.
companies. 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 $306,400 as of August 31, 2002. Total expenses for the
three months ended September 30, 2002 were $11,488,936, resulting
in net income of $61,849,516. The net asset value of a Unit
increased from $16.16 at June 30, 2002 to $19.69 at September 30,
2002.
For the nine months ended September 30, 2002, the Partnership
recorded total trading revenues, including interest income, of
$107,139,990 and posted an increase in net asset value per Unit.
The most significant gains of approximately 19.0% were recorded in
the interest rate futures markets between May and September from
previously established long positions in European, Japanese, and
U.S. interest rate futures, as investors sought a safe haven from
falling equity prices, concerns regarding corporate accounting
integrity and weak economic data. Additional gains of
approximately 10.3% were recorded in the currency markets from
long positions in most major currencies, mainly the euro, Swiss
franc, and Australian dollar as their values climbed relative to
the U.S. dollar during the second quarter prompted by a lack of
confidence in the strength of the domestic economic recovery.
Short positions in European and U.S. stock index futures
contributed gains of approximately 6.7%, primarily from May to
September, as prices trended lower due to continued global
economic and political uncertainty. Additional gains of
approximately 2.6% were mainly contributed from long futures
positions in crude oil futures and its related products during
March and September as prices increased due to Middle East
tensions. Elsewhere in the energy markets, additional gains were
recorded during September from long positions in natural gas
futures as prices trended higher due to a disruption of output in
the Gulf of Mexico caused by Hurricane Isidore. A portion of the
Partnership's overall gains was offset by losses of approximately
1.5% in the metals markets, primarily during June, from long
positions in gold futures as prices weakened due to an easing of
tensions between India and Pakistan. During January, short gold
futures positions resulted in losses as prices trended higher
reacting to an increase in demand. Elsewhere in the metals
markets, long copper futures prices weakened in early April amid
increasing tensions in the Middle East, growing inventory levels,
and weakening demand, which resulted in losses from previously
established long futures positions. Total expenses for the nine
months ended September 30, 2002 were $23,768,275, resulting in net
income of $83,371,715. The net asset value of a Unit increased
from $14.93 at December 31, 2001 to $19.69 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
$22,112,517 and posted an increase in net asset value per Unit.
The most significant gains of approximately 7.4% were recorded
throughout a majority of the quarter in the global interest rate
futures markets from long positions in U.S. and European interest
rate futures as prices continued trending higher amid continued
concerns for the sluggish U.S. economy, interest rate cuts by the
U.S. and European Central Banks and as investors sought a safe
haven from declining stock prices. In the global stock index
futures markets, profits of approximately 7.1% were recorded
throughout a majority of the quarter form short positions in DAX
and Nikkei Index futures as the trend in equity prices continued
sharply lower amid worries regarding global economic uncertainty.
In the metals markets, gains of approximately 0.9% were recorded
primarily during July and September from short positions in
copper and aluminum futures as prices declined due to higher
inventories and weak demand. These gains were partially offset
by losses of approximately 3.8% recorded primarily during August
in the currency markets from short positions in the Japanese yen
as the value of the yen strengthened versus the U.S. dollar due
to U.S. economic weakness. During late September, losses were
recorded from long positions in the Japanese yen as its value
weakened and the U.S. dollar strengthened amid newly released
optimistic U.S. economic data and the Bank of Japan's surprise
interventions. In the energy markets, losses of approximately
2.0% were experienced primarily during August from short
positions in crude oil futures as prices rose amid declining
inventories and growing tensions in the Middle East. During
September, losses were recorded from long futures positions in
crude oil and its refined products as the previous upward trend
in oil prices reversed lower due to near-term concerns over the
effects of a global economic slowdown on oil 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 drier weather in the U.S.
midwest. Total expenses for the three months ended September 30,
2001 were $6,436,987, resulting in net income of $15,675,530.
The net asset value of a Unit increased from $15.46 at June 30,
2001 to $16.38 at September 30, 2001.
For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$27,185,606 and posted an increase in net asset value per Unit.
The most significant gains of approximately 12.1% were recorded
in the global interest rate futures markets primarily during
August and September from long positions in short and
intermediate-term U.S. interest rate futures as prices continued
trending higher following interest rate cuts by the U.S. and
European central banks and as investors sought a safe haven from
the decline in stock prices. Additional gains were recorded
throughout the majority of the first quarter from long positions
in Japanese government bond futures as prices moved higher on
concerns regarding that country's economy. In the global stock
index futures markets, profits of approximately 6.9% were
recorded throughout a majority of the third quarter from short
positions in DAX, Nikkei Index futures as the trend in equity
prices continued sharply lower amid worries regarding global
economic uncertainty. In the metals markets, gains of
approximately 0.7% were recorded primarily during July and
September from short positions in copper and aluminum futures as
prices declined due to higher inventories and weak demand. These
gains were partially offset by losses of approximately 8.4%
recorded in the energy markets throughout the first nine months
of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a
continually changing outlook for supply, production and demand.
In the agricultural markets, losses of approximately 1.4% were
recorded primarily during July from short corn futures positions
as prices increased on forecasts for hotter and drier weather in
the U.S. midwest. In the currency markets, losses of
approximately 0.6% were recorded throughout the first nine months
of the year from transactions involving the British pound, the
euro and Australian dollar. Offsetting gains were recorded
during August and September from long positions in the Swiss
franc as its value continued its strengthening trend relative to
the U.S. dollar due to the sharp decline in stock prices and as
investors sought refuge in the safe haven of the franc amid fears
of global economic and political turmoil. Total expenses for the
nine months ended September 30, 2001 were $21,823,486, resulting
in net income of $5,362,120. The net asset value of a Unit
increased from $16.08 at December 31, 2000 to $16.38 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 Advisors 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, the 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 Advisors 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 $349 million and $278 million,
respectively.
Primary Market September 30, 2002 September 30, 2001
Risk Category Value at Risk Value at Risk
Interest Rate (1.78)% (2.41)%
Currency (0.85) (1.74)
Equity (0.59) (0.76)
Commodity (1.19) (0.46)
Aggregate Value at Risk (2.50)% (3.00)%
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
Interest Rate (2.59)% (0.70)% (1.67)%
Currency (2.71) (0.69) (1.71)
Equity (1.08) (0.26) (0.69)
Commodity (1.71) (0.60) (1.05)
Aggregate Value at Risk (4.11)% (2.50)% (3.10)%
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 85% 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 Advisors 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 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.
Interest Rate At September 30, 2002 the Partnership had market
exposure to the global interest rate sector. Exposure was
primarily spread across the U.S., European and Japanese interest
rate sectors. Interest rate movements directly affect the price
of the sovereign bond futures positions held by the Partnership
and indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country as well as
relative interest rate movements between countries materially
impact the Partnership's profitability. The Partnership's
primary interest rate exposure is generally to interest rate
fluctuations in the U.S. and the other G-7 countries. The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy, and Canada. However, the Partnership also takes futures
positions in the government debt of smaller nations - e.g.,
Australia. Demeter anticipates that G-7 interest rates will
remain the primary interest rate exposure of the Partnership for
the foreseeable future. The speculative futures positions held
by the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.
Currency. The Partnership's currency exposure at September 30,
2002, was 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 major exposures were to euro currency crosses
and outright U.S. dollar positions. Outright positions consist
of the U.S. dollar vs. other currencies. These other currencies
include major and minor currencies. Demeter does not anticipate
that the risk profile of the Partnership's currency sector will
change significantly in the future. The currency trading VaR
figure includes foreign margin amounts converted into U.S.
dollars with an incremental adjustment to reflect the exchange
rate risk inherent to the U.S.-based Partnership in expressing
VaR in a functional currency other than U.S. dollars.
Equity. At September 30, 2002 the Partnership had market
exposure 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.), Euro
Stoxx 50 (Europe), DAX (Germany) and Nikkei (Japan) stock
indices. The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S., European and
Japanese indices. Static markets would not cause major market
changes but would make it difficult for the Partnership to avoid
being "whipsawed" into numerous small losses.
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 sugar,
coffee 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 aluminum,
copper, zinc, nickel, and lead. Economic forces, supply and
demand inequalities, geopolitical factors and market
expectations influence price movements in these markets.
The Trading Advisors, 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 euros,
Australian dollars, Canadian dollars, Swedish kronas and New
Zealand dollars. The Partnership controls the non-trading
risk of these balances by regularly converting them back
into U.S. dollars upon liquidation of their respective
positions.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisors, 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 Advisors, each of whose strategies focus
on different market sectors and trading approaches, and monitoring
the performance of the Trading Advisors daily. In addition, the
Trading Advisors 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 Advisors.
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 the general partner, Demeter, 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership, Morgan Stanley Spectrum Strategic L.P.
("Spectrum Strategic") and Morgan Stanley Spectrum Global
Balanced L.P. ("Spectrum Global Balanced"), collectively
registered 10,000,000 Units pursuant to a Registration Statement
on Form S-1, which became effective on September 15,1994 (SEC
File Number 33-80146). While such Units were not allocated to
the Partnership, Spectrum Strategic, and Spectrum Global Balanced
at that time, they were subsequently allocated for convenience
purposes as follows: the Partnership 4,000,000, Spectrum
Strategic 4,000,000, and Spectrum Global Balanced 2,000,000. The
Partnership, Spectrum Strategic, and Spectrum Global Balanced
collectively registered an additional 20,000,000 Units pursuant
to the new Registration Statement on Form S-1, which became
effective on January 31, 1996 (SEC File Number 333-00494); such
Units were allocated as follows: the Partnership 9,000,000,
Spectrum Strategic 6,000,000, and Spectrum Global Balanced
5,000,000. The Partnership, Spectrum Strategic, and Spectrum
Global Balanced collectively registered an additional 8,500,000
Units pursuant to another Registration Statement on Form S-1,
which became effective on April 30, 1996 (SEC File Number 333-
3222); such Units were allocated to the Partnership, Spectrum
Strategic, and Spectrum Global Balanced as follows: the
Partnership 5,000,000, Spectrum Strategic 2,500,000, and Spectrum
Global Balanced 1,000,000.
The Partnership registered an additional 5,000,000 Units pursuant
to another Registration Statement on Form S-1, which became
effective on May 11, 1998 (SEC File Number 333-47831).
The Partnership registered an additional 10,000,000 Units
pursuant to another Registration Statement on Form S-1, which
became effective January 21, 1999 (SEC File Number 333-68779).
The Partnership registered an additional 1,000,000 Units pursuant
to another Registration Statement on Form S-1, which became
effective on April 30, 2002 (SEC File Number 333-84652).
The managing underwriter for the Partnership is Morgan Stanley
DW.
Units are being sold at monthly closings at a price equal to 100%
of the net asset value of a Unit as of the last day of each
month.
Through September 30, 2002, 29,646,388.336 Units were sold,
leaving 4,353,611.664 Units unsold. The aggregate price of the
Units sold through September 30, 2002 was $409,039,565.
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 its Prospectus and Supplement to the
Prospectus.
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 Form of Amended and Restated Limited Partnership
Agreement of the Partnership is incorporated by reference
to Exhibit A of the Partnership's Prospectus, dated April
30, 2002, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 8, 2002.
3.02 Certificate of Limited Partnership, dated April 18, 1994,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 33-80146) filed with the Securities and Exchange
Commission on June 10, 1994.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated April 6, 1999 (changing its name from
Dean Witter Spectrum Technical L.P.), is incorporated by
reference to Exhibit 3.03 of the Partnership's
Registration Statement on Form S-1 (File No. 333-68779)
filed with the Securities and Exchange Commission on
April 12, 1999.
3.04 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Spectrum Technical L.P.),
is incorporated by reference to Exhibit 3.01 of the
Partnership's Form 8-K (File No. 0-26338) filed with the
Securities and Exchange Commission on November 1, 2001.
10.01 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and Campbell & Company, Inc. is
incorporated by reference to Exhibit 10.01 of the
Partnership's Form 10-K (File No. 0-26338) for fiscal
year ended December 31, 1998 filed on June 30, 1999.
10.01(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, Demeter, and Campbell &
Company, Inc. is incorporated by reference to Exhibit
10.2 of the Partnership's Form 8-K (File No. 0-26338)
filed with the Securities and Exchange Commission on
January 3, 2001.
10.02 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and Chesapeake Capital
Corporation is incorporated by reference to Exhibit 10.02
of the Partnership's Form 10-K (File No. 0-26338) for
fiscal year ended December 31, 1998 filed on March 31,
1999.
10.03 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and John W. Henry & Co. is
incorporated by reference to Exhibit 10.03 of the
Partnership's Form 10-K (File No. 0-26338) for fiscal
year ended December 31, 1998 filed on June 30, 1999.
10.03(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, Demeter, and John W.
Henry & Company, Inc. is incorporated by reference to
Exhibit 10.1 of the Partnership's Form 8-K (File No. 0-
26338) filed with the Securities and Exchange Commission
on January 3, 2001.
10.07 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 April 30, 2002, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1993 on May 8,
2002.
10.08 Amended and Restated Escrow Agreement, dated as of March
10, 2000, among the Partnership, Morgan Stanley Spectrum
Select L.P., Morgan Stanley Spectrum Strategic L.P.,
Morgan Stanley Spectrum Global Balanced L.P., Morgan
Stanley Spectrum Currency L.P., Morgan Stanley Spectrum
Commodity L.P., Morgan Stanley DW, and The Chase
Manhattan Bank, the escrow agent, is incorporated by
reference to Exhibit 10.08 of the Partnership's
Registration Statement on Form S-1 (File No. 333-68779)
filed with the Securities and Exchange Commission on
November 2, 2001.
10.09 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 April
30, 2002, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 8, 2002.
10.10 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of October
16, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership's Form 8-K (File 0-26338) filed with
the Securities and Exchange Commission on November 1,
2001.
10.11 Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of June 6, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership's Form 8-K
(File No. 0-26338) filed with the Securities and Exchange
Commission on November 1, 2001.
10.12 Customer Agreement between the Partnership and MSIL,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership's Form 8-K (File No.
0-26338) filed with the Securities and Exchange
Commission on November 1, 2001.
10.13 Foreign Exchange and Options Master Agreement between MS
& Co. 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. 0-26338) filed with the
Securities and Exchange Commission on November 1, 2001.
10.14 Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-26338)
filed with the Securities and Exchange Commission on
November 1, 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.
Morgan Stanley Spectrum Technical L.P.
(Registrant)
By: Demeter Management Corporation
(General Partner)
November 14, 2002 By: /s/Jeffrey D. Hahn _
Jeffrey D. Hahn
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.
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 Morgan Stanley Spectrum
Technical L.P. (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 Morgan Stanley Spectrum
Technical L.P. (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:
(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 D. Hahn
Name: Jeffrey D. Hahn
Title: Chief Financial Officer
Date: November 14, 2002