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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 March 31, 2004 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 0-31563
MORGAN STANLEY SPECTRUM CURRENCY L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-4084211
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 310-6444
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No___________
Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
MORGAN STANLEY SPECTRUM CURRENCY L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2004
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of March 31, 2004
(Unaudited) and December 31, 2003 2
Statements of Operations for the Quarters Ended
March 31, 2004 and 2003 (Unaudited) 3
Statements of Changes in Partners' Capital for the
Quarters Ended March 31, 2004 and 2003 (Unaudited) 4
Statements of Cash Flows for the Quarters Ended
March 31, 2004 and 2003 (Unaudited) 5
Notes to Financial Statements (Unaudited) 6-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-18
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 19-28
Item 4. Controls and Procedures 28
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 2. Changes in Securities and Use of Proceeds 29-30
Item 5. Other Information 30-31
Item 6. Exhibits and Reports on Form 8-K 32-34
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MORGAN STANLEY SPECTRUM CURRENCY L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, December 31,
2004 2003
$ $
(Unaudited)
ASSETS
Equity in futures interests trading accounts:
Cash 209,210,525 178,774,244
Net unrealized gain (loss) on open contracts (MS&Co.) (7,344,083) 4,878,640
Total Trading Equity 201,866,442 183,652,884
Subscriptions receivable 17,783,000 8,709,868
Interest receivable (Morgan Stanley DW) 126,562 101,889
Total Assets 219,776,004 192,464,641
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable 1,358,859 1,060,483
Accrued brokerage fees (Morgan Stanley DW) 832,114 661,566
Accrued management fees 361,790 287,637
Accrued incentive fee - 399,035
Total Liabilities 2,552,763 2,408,721
Partners' Capital
Limited Partners (14,906,996.159 and
12,010,816.426 Units, respectively) 214,828,490 188,042,673
General Partner (166,172.288 and
128,591.799 Units, respectively) 2,394,751 2,013,247
Total Partners' Capital 217,223,241 190,055,920
Total Liabilities and Partners' Capital 219,776,004 192,464,641
NET ASSET VALUE PER UNIT 14.41 15.66
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Quarters Ended March 31,
2004 2003
$ $
REVENUES
Trading profit (loss):
Realized (1,740,263) 13,181,207
Net change in unrealized (12,222,723) (7,077,174)
Total Trading Results (13,962,986) 6,104,033
Interest income (Morgan Stanley DW) 338,975 217,932
Total (13,624,011) 6,321,965
EXPENSES
Brokerage fees (Morgan Stanley DW) 2,336,102 1,209,458
Management fees 1,015,697 525,852
Incentive fees 177,763 926,253
Total 3,529,562 2,661,563
NET INCOME (LOSS) (17,153,573) 3,660,402
NET INCOME (LOSS) ALLOCATION
Limited Partners (16,965,077) 3,563,197
General Partner (188,496) 97,205
NET INCOME (LOSS) PER UNIT
Limited Partners (1.25) 0.55
General Partner (1.25) 0.55
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Quarters Ended March 31, 2004 and 2003
(Unaudited)
Units of
Partnership Limited General
Interest Partners Partner Total
$ $ $
Partners' Capital,
December 31, 2002 6,902,618.107 93,891,619 2,267,833 96,159,452
Offering of Units 1,405,466.884 20,349,605 190,000 20,539,605
Net Income - 3,563,197 97,205 3,660,402
Redemptions (338,398.798) (4,296,640) (636,816) (4,933,456)
Partners' Capital,
March 31, 2003 7,969,686.193 113,507,781 1,918,222 115,426,003
Partners' Capital,
December 31, 2003 12,139,408.225 188,042,673 2,013,247 190,055,920
Offering of Units 3,147,926.145 46,974,407 570,000 47,544,407
Net Loss - (16,965,077) (188,496) (17,153,573)
Redemptions (214,165.923) (3,223,513) - (3,223,513)
Partners' Capital,
March 31, 2004 15,073,168.447 214,828,490 2,394,751 217,223,241
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Quarters Ended March 31,
2004 2003
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (17,153,573) 3,660,402
Noncash item included in net income (loss):
Net change in unrealized 12,222,723 7,077,174
Increase in operating assets:
Interest receivable (Morgan Stanley DW) (24,673) (11,292)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (Morgan Stanley DW) 170,548 115,360
Accrued management fees 74,153 50,156
Accrued incentive fees (399,035) (239,482)
Net cash provided by (used for) operating activities (5,109,857) 10,652,318
CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units 47,544,407 20,539,605
Increase in subscriptions receivable (9,073,132) (3,616,253)
Increase in redemptions payable 298,376 1,287,389
Redemptions of Units (3,223,513) (4,933,456)
Net cash provided by financing activities 35,546,138 13,277,285
Net increase in cash 30,436,281 23,929,603
Balance at beginning of period 178,774,244 88,478,803
Balance at end of period 209,210,525 112,408,406
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(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 Currency L.P. (the "Partnership").
The financial statements and condensed notes herein should be
read in conjunction with the Partnership's December 31, 2003
Annual Report on Form 10-K.
1. Organization
Morgan Stanley Spectrum Currency 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 in global currency markets. The Partnership is
one of the Morgan Stanley Spectrum series of funds, comprised of
the Partnership, Morgan Stanley Spectrum Global Balanced L.P.,
Morgan Stanley Spectrum Select L.P., Morgan Stanley Spectrum
Strategic L.P., and Morgan Stanley Spectrum Technical L.P.
The Partnership's general partner is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW"). The clearing
commodity broker is Morgan Stanley & Co. Incorporated ("MS &
Co."). Demeter, Morgan Stanley DW and MS & Co. are wholly-owned
subsidiaries of Morgan Stanley. The trading advisors to the
Partnership are John W. Henry & Company, Inc. and Sunrise Capital
Partners, LLC (individually, a "Trading Advisor", or
collectively, the "Trading Advisors").
2. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW and
MS & Co. 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. The Partnership pays brokerage fees to Morgan
Stanley DW.
3. Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts in global currency markets.
Futures and forwards represent contracts for delayed delivery of
an instrument at a specified date and price. Risk arises from
changes in the value of these contracts and the potential
inability of counterparties to perform under the terms of the
contracts. There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 Standards No.
133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.
Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors and collars.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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
$ $ $
Mar. 31, 2004 - (7,344,083) (7,344,083) - Jun. 2004
Dec. 31, 2003 - 4,878,640 4,878,640 - Mar. 2004
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
and MS & Co. 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. Morgan Stanley DW and MS & Co., each
as a futures commission merchant for the Partnership's exchange-
traded futures and futures-styled options contracts, are
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
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. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
exchange-required 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, however, MS &
Co. and Morgan Stanley DW will make daily settlements of losses
as needed. With respect to those off-exchange-traded forward
currency contracts, the Partnership is at risk to the ability of
MS & Co., the sole counterparty on all such 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. as clearing broker
in separate futures, forwards, and options trading accounts
established for each Trading Advisor, which assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership's trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds. Since the Partnership's sole purpose is to trade
in futures, 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 currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions. For the periods covered
by this report, illiquidity has not materially affected the
Partnership's assets.
There are no known material trends, demands, commitments, events
or uncertainties at the present time that will result in, or that
are reasonably likely to result in, the Partnership's liquidity
increasing or decreasing in any material way.
Capital Resources. The Partnership does not have, nor 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,
that would affect, nor any expected material changes to, the
Partnership's capital resource arrangements at the present time.
The Partnership does not have any off-balance sheet arrangements,
nor does it have contractual obligations or commercial
commitments to make future payments that would affect its
liquidity or capital resources.
Results of Operations
General. The Partnership's results depend on the Trading
Advisors and the ability of each Trading Advisor's 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 month periods ended March 31, 2004 and 2003 and a
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. Past performance is not necessarily indicative of future
results.
The Partnership's results of operations set forth in the
financial statements on pages 2 through 10 of this report were
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following: The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the Statements
of Operations as "Net change in unrealized 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. The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day. The
value of foreign currency forward contracts is based on the spot
rate as of the close of business, New York City time, on a given
day. 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 relating to the
application of critical accounting policies other than those
presently used could reasonably affect reported amounts.
For the Quarter Ended March 31, 2004
The Partnership recorded losses net of interest income totaling
$13,624,011 and expenses totaling $3,529,562, resulting in a net
loss of $17,153,573 for the quarter ended March 31, 2004. The
Partnership's net asset value per Unit decreased from $15.66 at
December 31, 2003 to $14.41 at March 31, 2004.
The most significant trading losses of approximately 2.1% were
recorded from short Japanese yen positions against the U.S.
dollar during March as the yen reversed higher due to speculation
that the Bank of Japan was relaxing its efforts to weaken the
yen. Additional losses of approximately 0.9% were incurred from
short positions in the Singapore dollar versus the U.S. dollar,
also during March, as the value of the Singapore dollar increased
with the yen. Long positions in the South African rand and short
positions in the Mexican peso, both versus the U.S. dollar,
resulted in losses of approximately 2.6% and 1.0%, respectively,
during January. Losses in the rand stemmed from expectations for
a decline in gold prices due to an anticipated improvement in the
global macro-economic environment during 2004. Losses in the
peso were spurred by encouraging signs of a recovery in the
Mexican economy. During February, short positions in the
South African rand versus the U.S. dollar generated further
Partnership losses as the rand's value strengthened in response
to higher consumer spending and lower inflation rate data.
Further losses of approximately 0.8% were recorded from long
positions in the Australian dollar versus the U.S. dollar.
During March, the U.S. dollar reversed higher versus the
Australian currency as it benefited from the belief that the
Australian Central Bank would not increase interest rates in the
short term, as had been expected. Long positions in the
Norwegian krone versus the U.S. dollar also generated losses of
approximately 1.0% amid a strengthening of the U.S. dollar caused
by a perceived shift in U.S. Federal Reserve interest rate policy
during January. Finally, smaller losses of approximately 0.5%
were incurred from short positions in the euro versus the U.S.
dollar, largely during March. As expectations for an interest
rate reduction by the European Central Bank dissipated, market
demand for the euro increased and forced its value higher later
in the month. A portion of the Partnership's losses for the
quarter was offset by gains of approximately 2.1% recorded from
long positions in the British pound versus the U.S. dollar.
During January, the British pound benefited as the U.S. dollar
sold off early in the month due to U.S. current-account deficits,
interest rate differentials between the U.S. and most other major
economies, and concerns for potential terrorist attacks against
U.S. interests. During February, the pound's value moved higher
versus the U.S. dollar amid an increase in U.K. interest
rates, as well as expectations for further increases in the near-
term. Additional gains of approximately 0.4% were recorded from
short positions in the Swiss franc versus the U.S. dollar during
January, as the dollar's value improved late in the month amid
the prospects for future increases in U.S. interest rates.
For the Quarter Ended March 31, 2003
The Partnership recorded revenues including interest income
totaling $6,321,965 and expenses totaling $2,661,563, resulting
in net income of $3,660,402 for the quarter ended March 31, 2003.
The Partnership's net asset value per Unit increased from $13.93
at December 31, 2002 to $14.48 at March 31, 2003.
The most significant trading gains of approximately 5.2% were
recorded from long positions in the euro versus the U.S. dollar
as the dollar's value decreased amid fears of a military conflict
with Iraq, increased tensions with North Korea, and weak U.S.
economic data. Additional gains of approximately 1.9%, 1.5%, and
1.1% were recorded from long positions in the Australian dollar,
the South African rand and the New Zealand dollar versus the U.S.
dollar, respectively, as the value of these currencies increased
on the heels of higher commodity prices. A portion of the
Partnership's gains for the quarter was offset by losses of
approximately 2.3% recorded from positions in the Japanese yen
versus the U.S. dollar as the value of the yen initially reversed
lower and then moved without consistent direction in
response to changing perceptions regarding the progress of
military action against Iraq and negative economic data out of
Japan. Additional losses of approximately 1.4% were recorded
from positions in the Singapore dollar against the U.S. dollar as
the value of the Singapore dollar moved without consistent
direction in sympathy with the yen.
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 inherent to the primary business
activity of the Partnership.
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, factors that result in frequent
changes in the fair value of the Partnership's open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow. Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.
The Partnership's total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership's open
positions, the volatility present within the markets, and
the liquidity of the markets.
The 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 Partner-
ship'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 and cash flow.
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 Partnership estimates VaR using a
model based upon historical simulation (with a confidence level
of 99%) which involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to risk
including equity and commodity prices, interest rates, foreign
exchange rates, and correlation among these variables. The
hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The one-day 99% confidence level of the Partnership's
VaR corresponds to the negative change in portfolio value that,
based on observed market risk factors, would have been exceeded
once in 100 trading days, or one day in 100. VaR typically does
not represent the worst case outcome. Demeter uses approximately
four years of daily market data (1,000 observations) and 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.
The Partnership's VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
VaR models, including the Partnership's, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve. Please note that the VaR model
is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading 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 March 31, 2004 and 2003. At
March 31, 2004 and 2003, the Partnership's total capitalization
was approximately $217 million and $115 million, respectively.
Primary Market March 31, 2004 March 31, 2003
Risk Category Value at Risk Value at Risk
Currency (0.84)% (1.20)%
The VaR for a market category represents the one-day
downside risk for the aggregate exposures associated with this
market category. Because the business of the Partnership 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,
which could positively or negatively materially impact market
risk as measured by VaR.
The table below supplements the quarter-end VaR set forth above
by presenting the Partnership's high, low, and average VaR, as a
percentage of total net assets for the four quarter-end reporting
periods from April 1, 2003 through March 31, 2004.
Primary Market Risk Category High Low Average
Currency (2.60)% (0.84)% (1.86)%
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 provided present the results of the Partnership's
VaR for its market risk exposures at March 31, 2004 and 2003, and
for the four quarter-end reporting periods from April 1, 2003
through March 31, 2004. VaR is not necessarily representative of
the Partnership's historic risk, nor should it be used to
predict the Partnership's future financial performance or its
ability to manage or monitor risk. There can be no assurance
that the Partnership's actual losses on a particular day will not
exceed the VaR amounts indicated above or that such losses will
not occur more than once in 100 trading days.
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin. The Partnership did not have any
foreign currency balances at March 31, 2004.
The Partnership also maintains a substantial portion
(approximately 93% as of March 31, 2004) of its available assets
in cash at Morgan Stanley DW. A decline in short-term interest
rates would result in a decline in the Partnership's cash
management income. This cash flow risk is not considered to be
material.
Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.
Qualitative Disclosures Regarding Primary Trading Risk
Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of 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 expropria-
tions, illiquid markets, the emergence of dominant fundamental
factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased
regulation and many other factors could result in material
losses, as well as in material changes to the risk exposures and
the risk management strategies of the Partnership. Investors
must be prepared to lose all or substantially all of their
investment in the Partnership.
The following was the only trading risk exposure of the
Partnership at March 31, 2004. It may be anticipated, however,
that market exposure will vary materially over time.
Currency. The Partnership's currency exposure at March 31, 2004
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. At March 31, 2004, the Partnership's 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.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
At March 31, 2004, there was no non-trading risk exposure because
the Partnership did not have any foreign currency balances.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading 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 trading
approaches, and by 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 the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
the general partner, Demeter, have evaluated the
effectiveness of the Partnership's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) of the Exchange Act), and have judged such
controls and procedures to be effective.
(b) There have been no 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 initially registered 12,000,000 Units pursuant to
a Registration Statement on Form S-1, which became effective on
March 6, 2000 (SEC File Number 333-90483).
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 333-84654).
The Partnership registered an additional 14,000,000 Units
pursuant to another Registration Statement on Form S-1, which
became effective on April 28, 2003 (SEC File Number 333-104004).
The Partnership registered an additional 25,000,000 Units
pursuant to another Registration Statement on Form S-1, which
became effective on April 28, 2004 (SEC file Number 333-113393).
The managing underwriter for the Partnership is Morgan Stanley
DW.
Units are continuously sold at monthly closings at a
purchase price equal to 100% of the net asset value per Unit as
of the close of business on the last day of each month.
Through March 31, 2004, 17,105,876.139 Units were sold, leaving
9,894,123.861 Units unsold. The aggregate price of the Units
sold through March 31, 2004 was $229,512,264.
Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the "Use of
Proceeds" section of the prospectus included as part of the above
referenced Registration Statements.
Item 5. OTHER INFORMATION
Management. The following changes have been made to the Board of
Directors and Officers of Demeter:
Mr. Jeffrey S. Swartz resigned his position as a Director of
Demeter.
Ms. Louise M. Wasso-Jonikas, age 50, will become a Director of
Demeter once she has registered with the National Futures
Association as an associated person, which registration is
currently pending. Ms. Wasso-Jonikas is a Managing Director of
Morgan Stanley and Director of Alternative Investments for the
Individual Investor Group (IIG) of Morgan Stanley. Ms.
Wasso-Jonikas rejoined Morgan Stanley in 1999. Ms. Wasso-Jonikas
was Co-Founder and President/Chief Operating Officer of Graystone
Partners, an objective consulting firm, from 1993 to 1999, when
Graystone was acquired by Morgan Stanley. Prior to founding
Graystone, Ms. Wasso-Jonikas was a Senior Vice President at
Bessemer Trust and opened their Chicago office. She also was a
Vice President at the Northern Trust in their Wealth Management
Services Group where she worked exclusively with their largest
private clients and family offices throughout the U.S. and abroad
serving their broad investment and custody needs. Ms. Wasso-
Jonikas also worked as an Equity Block Trader with Goldman Sachs
and with Morgan Stanley advising and managing money for private
clients. Ms. Wasso-Jonikas' focus is on developing a robust
external manager platform utilizing alternative managers for IIG
clients, as well as overseeing some of the firm's largest client
relationships. Ms. Wasso-Jonikas holds a BA in Economics from
Mount Holyoke College and an MBA in Finance from the University
of Chicago Graduate School of Business.
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 28, 2004, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 4, 2004.
3.02 Certificate of Limited Partnership, dated October 20,
1999, is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 333-90485) filed with the Securities and Exchange
Commission on November 5, 1999.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001, (changing its name
from Morgan Stanley Dean Witter Spectrum Currency L.P.)
is incorporated by reference to Exhibit 3.01 of the
Partnership's Form 8-K (File No. 0-31563) filed with the
Securities and Exchange Commission on November 1, 2001.
10.01 Management Agreement among the Partnership, Demeter and
John W. Henry & Company, Inc., dated as of March 6, 2000,
is incorporated by reference to Exhibit 10.01 of the
Partnership's Quarterly Report on Form 10-Q (File No.
0-31563) filed with the Securities and Exchange
Commission on November 14, 2000.
10.01(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, John W. Henry & Company,
Inc., and Demeter is incorporated by reference to Exhibit
10.01 of the Partnership's Form 8-K (File No. 0-31563),
filed with the Securities and Exchange Commission on
January 3, 2001.
10.02 Management Agreement among the Partnership, Demeter and
Sunrise Capital Partners, LLC, dated as of March 6, 2000,
is incorporated by reference to Exhibit 10.02 of the
Partnership's Quarterly Report on Form 10-Q (File No.
0-31563) filed with the Securities and Exchange
Commission on November 14, 2000.
10.02(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, Sunrise Capital
Partners, LLC, and Demeter is incorporated by reference
to Exhibit 10.02 of the Partnership's Form 8-K (File No.
0-31563), filed with the Securities and Exchange
Commission on January 3, 2001.
10.05 Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Spectrum Select L.P., Morgan
Stanley Spectrum Technical L.P., Morgan Stanley Spectrum
Strategic L.P., Morgan Stanley Spectrum Global Balanced
L.P., Morgan Stanley Spectrum Commodity L.P., Morgan
Stanley DW and The Chase Manhattan Bank, the escrow
agent, dated as of March 10, 2000, is incorporated by
reference to Exhibit 10.05 of the Partnership's
Registration Statement on Form S-1 (File No. 333-90485)
filed with the Securities and Exchange Commission on
November 2, 2001.
10.06 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 28, 2004, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 on May 4, 2004.
10.08 Form of Subscription Agreement Update Form to be executed
by each purchaser of Units is incorporated by reference
to Exhibit C of the Partnership's Prospectus, dated April
28, 2004, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 4, 2004.
10.09 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of June 30,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership's Form 8-K (File No. 0-31563) filed with
the Securities and Exchange Commission on November 1,
2001.
10.10 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. 0-31563) filed with the Securities and Exchange
Commission on November 1, 2001.
10.11 Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of June 30, 2000, is
incorporated by reference to Exhibit 10.04 of the
Partnership's Form 8-K (File No. 0-31563) filed with the
Securities and Exchange Commission on November 1, 2001.
10.12 Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
June 6, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-31563)
filed with the Securities and Exchange Commission
on November 1, 2001.
31.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to rules 13a-15(e) and 15d-15(e),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(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 Currency L.P.
(Registrant)
By: Demeter Management Corporation
(General Partner)
May 10, 2004 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.
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