Back to GetFilings.com
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, 2005 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
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant?s telephone number, including area code (212) 905-2700
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No___________
Indicate by check-mark whether the registrant is 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, 2005
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of March 31, 2005
(Unaudited) and December 31, 2004 2
Statements of Operations for the Quarters
Ended March 31, 2005 and 2004 (Unaudited) 3
Statements of Changes in Partners? Capital for the
Quarters Ended March 31, 2005 and 2004 (Unaudited) 4
Statements of Cash Flows for the Quarters Ended
March 31, 2005 and 2004 (Unaudited) 5
Notes to Financial Statements (Unaudited) 6-11
Item 2. Management?s Discussion and Analysis of
Financial Condition and Results of Operations 12-20
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 21-30
Item 4. Controls and Procedures 31
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds. .32
Item 5. Other Information 33
Item 6. Exhibits 33-36
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MORGAN STANLEY SPECTRUM CURRENCY L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, December 31,
2005 2004
$ $
(Unaudited)
ASSETS
Equity in futures interests trading accounts:
Cash 239,796,543 253,392,247
Net unrealized gain (loss) on open contracts (11,244,420) 16,647,953
Total Trading Equity 228,552,123 270,040,200
Subscriptions receivable 6,709,876 6,690,404
Interest receivable (Morgan Stanley DW) 402,687 315,539
Total Assets 235,664,686 277,046,143
LIABILITIES AND PARTNERS? CAPITAL
Liabilities
Redemptions payable 4,028,519 2,499,153
Accrued brokerage fees (Morgan Stanley DW) 922,933 1,007,999
Accrued management fees 401,275 438,261
Total Liabilities 5,352,727 3,945,413
Partners? Capital
Limited Partners (19,544,572.864 and
18,755,238.476 Units, respectively) 227,835,471 270,231,305
General Partner (212,442.343 and
199,150.709 Units, respectively) 2,476,488 2,869,425
Total Partners? Capital 230,311,959 273,100,730
Total Liabilities and Partners? Capital 235,664,686 277,046,143
NET ASSET VALUE PER UNIT 11.66 14.41
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,
2005 2004
$ $
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 1,041,888 338,975
EXPENSES
Brokerage fees (Morgan Stanley DW) 2,916,710 2,336,102
Management fees 1,268,134 1,015,697
Incentive fee ? 177,763
Total Expenses 4,184,844 3,529,562
NET INVESTMENT LOSS (3,142,956) (3,190,587)
TRADING RESULTS
Trading loss:
Realized (21,658,035) (1,740,263)
Net change in unrealized (27,892,373) (12,222,723)
Total Trading Results (49,550,408) (13,962,986)
NET LOSS (52,693,364) (17,153,573)
NET LOSS ALLOCATION
Limited Partners (52,130,427) (16,965,077)
General Partner (562,937) (188,496)
NET LOSS PER UNIT
Limited Partners (2.75) (1.25)
General Partner (2.75) (1.25)
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, 2005 and 2004
(Unaudited)
Units of
Partnership Limited General
Interest Partners Partner Total
$ $ $
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
Partners? Capital,
December 31, 2004 18,954,389.185 270,231,305 2,869,425 273,100,730
Offering of Units 1,559,498.920 18,915,641 170,000 19,085,641
Net Loss ? (52,130,427) (562,937) (52,693,364)
Redemptions (756,872.898) (9,181,048) ? (9,181,048)
Partners? Capital,
March 31, 2005 19,757,015.207 227,835,471 2,476,488 230,311,959
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,
2005 2004
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (52,693,364) (17,153,573)
Noncash item included in net loss:
Net change in unrealized 27,892,373 12,222,723
Increase in operating assets:
Interest receivable (Morgan Stanley DW) (87,148) (24,673)
Increase (decrease) in operating liabilities:
Accrued brokerage fees (Morgan Stanley DW) (85,066) 170,548
Accrued management fees (36,986) 74,153
Accrued incentive fee ? (399,035)
Net cash used for operating activities (25,010,191) (5,109,857)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from offering of Units 19,066,169 38,471,275
Cash paid from redemptions of Units (7,651,682) (2,925,137)
Net cash provided by financing activities 11,414,487 35,546,138
Net increase (decrease) in cash (13,595,704) 30,436,281
Balance at beginning of period 253,392,247 178,774,244
Balance at end of period 239,796,543 209,210,525
The accompanying notes are an integral part
of these financial statements.
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
(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, 2004
Annual Report on Form 10-K. Certain reclassifications have been
made to the prior year?s financial statements to conform to the
current year presentation. Such reclassifications have no impact
on the Partnership?s reported net income (loss).
1. Organization
Morgan Stanley Spectrum Currency L.P. is a Delaware limited
partnership organized in 1999 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.
MORGAN STANLEY SPECTRUM CURRENCY 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 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. Monthly, Morgan Stanley DW
pays the Partnership interest income equal to 80% of the month?s
average daily Net Assets at a rate equal to 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
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
changes in the value of these contracts and the potential
inability of counterparties to perform under the terms of the
contracts. There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.
The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined. If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.
The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?). SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.
Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.
The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:
Net Unrealized Gains/(Losses)
on Open Contracts Longest Maturities
Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Mar. 31, 2005 - (11,244,420) (11,244,420) - Jun. 2005
Dec. 31, 2004 ? 16,647,953 16,647,953 - Mar. 2005
The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
which the Partnership trades is limited to the amounts reflected
in the Partnership?s Statements of Financial Condition.
The Partnership also has credit risk because Morgan Stanley DW
and MS & Co. act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, 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, forward, 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,
forward, and futures-styled options contracts, including an
amount equal to the net unrealized gains (losses) on all open
futures, forward, 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
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated. However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty which
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co. With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such 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. Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds. Since the Partnership?s sole purpose is to trade
in futures, 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 are reasonably likely
to result in the Partnership?s liquidity increasing or decreasing
in any material way.
Capital Resources. The Partnership does not have, nor expects to
have, any capital assets. Redemptions, exchanges, and sales of
units of limited partnership interest (?Unit(s)?) in the future
will affect the amount of funds available for investments in
futures, forwards, and options in subsequent periods. It is not
possible to estimate the amount, and therefore the impact,
of future inflows and outflows 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.
Off-Balance Sheet Arrangements and Contractual Obligations. The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.
Results of Operations
General. The Partnership?s results depend on the Trading
Advisors and the ability of each Trading Advisor?s trading
program to take advantage of price movements 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, 2005 and 2004, 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 during the period in
question. Past performance is no guarantee of future results.
The Partnership?s results of operations set forth in the
financial statements on pages 2 through 11 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following: The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading profit (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading profit (loss)? when open positions are closed out. The
sum of these amounts constitutes the Partnership?s trading
results. The market value of a futures contract is the settlement
price on the exchange on which that futures contract is traded on
a particular day. The value of foreign currency forward
contracts is based on the spot rate as of the close of business.
Interest income, as well as management fees, incentive fees, 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, 2005
The Partnership recorded total trading results including interest
income totaling $(48,508,520) and expenses totaling $4,184,844,
resulting in a net loss of $52,693,364 for the quarter ended
March 31, 2005. The Partnership?s net asset value per Unit
decreased from $14.41 at December 31, 2004 to $11.66 at March 31,
2005.
The most significant trading losses of approximately 7.1%, 1.8%,
1.1%, and 1.1%, respectively, resulted from positions in the
euro, Swiss franc, Czech koruna, and Norwegian krone versus the
U.S. dollar. Long positions in a variety of European currencies
versus the U.S. dollar experienced losses during January after
the U.S. dollar?s value reversed sharply higher amid conflicting
economic data, improvements in the U.S. trade deficit numbers
from November, and speculation for higher U.S. interest rates.
Finally, the U.S. dollar?s value also advanced in response to
expectations that the Chinese government would announce
postponement of its revaluation of the Chinese yuan for the
foreseeable future. During February, losses were incurred from
short European currency positions versus the U.S. dollar as the
U.S. dollar?s value weakened in response to concern for
the considerable U.S. Current-Account deficit expressed by
Federal Reserve Chairman Alan Greenspan. During early March,
short European currency positions continued to experience losses
as their values moved higher amid a sharp rise in German
industrial production. Further losses were recorded from newly
established long positions versus the U.S. dollar as the value of
the U.S. dollar reversed sharply higher amid an increase in U.S.
interest rates and consumer prices. Additional Partnership
losses of approximately 4.6%, 0.5%, and 0.2%, respectively,
stemmed from positions in the South African rand, New Zealand
dollar, and Australian dollar (collectively the ?Commodity
Currencies?), versus the U.S. dollar as the Commodity Currency
values traded counter to the U.S. dollar, due to the
aforementioned reasons. Further losses of approximately 2.3%
were incurred from positions in the Singapore dollar versus the
U.S. dollar, primarily during February and March. During
February, long positions in the Singapore dollar against the U.S.
dollar incurred losses early in the month as the U.S. dollar?s
value benefited from positive economic sentiment. Newly
established short Singapore dollar positions also incurred losses
later in the month after the U.S. dollar weakened due to a
larger-than-expected drop in January leading economic indicators
and news that South Korea?s Central Bank planned to reduce its
U.S. dollar currency reserves. During March, long positions in
the Singapore dollar versus the U.S. dollar resulted in losses as
the value of the U.S. dollar reversed sharply higher amid
an increase in U.S. interest rates and U.S. consumer prices. A
portion of the Partnership?s losses for the quarter was offset by
gains of approximately 0.5% achieved during March from short
positions in the Japanese yen versus the U.S. dollar as the U.S.
dollar advanced due to an increase in U.S. interest rates by the
U.S. Federal Reserve. Smaller Partnership gains of approximately
0.1% were achieved during February from long positions in the
British pound versus the U.S. dollar as the U.S. dollar?s value
declined amid news of disappointing U.S. economic data and
proposed reductions in foreign central bank U.S. dollar holdings.
For the Quarter Ended March 31, 2004
The Partnership recorded total trading results including
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 U.S. dollar?s value
improved late in the month amid the prospects for future
increases in U.S. interest rates.
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. Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin. Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract, however, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.
The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.
The Partnership?s past performance is no guarantee of its future
results. Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading. The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VAR?)
tables disclosed.
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.
Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the 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 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, 2005 and 2004. At
March 31, 2005 and 2004, the Partnership?s total capitalization
was approximately $230 million and $217 million, respectively.
Primary Market March 31, 2005 March 31, 2004
Risk Category Value at Risk Value at Risk
Currency (2.94)% (0.84)%
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, 2004 through March 31, 2005.
Primary Market Risk Category High Low Average
Currency (3.93)% (0.88)% (2.32)%
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or
hedging activities; and can cover a wide range of portfolio
assets. However, VaR risk measures should be viewed in light of
the methodology?s limitations, which include, but may not be
limited to the following:
* past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
* changes in portfolio value caused by market movements may
differ from those of the VaR model;
* VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;
* VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
* the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.
In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.
The VaR tables provided present the results of the Partnership?s
VaR for its market risk exposure at March 31, 2005, and for the
four quarter-end reporting periods from April 1, 2004 through
March 31, 2005. 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. The Partnership did not have any foreign currency
balances at March 31, 2005.
The Partnership also maintains a substantial portion
(approximately 110% as of March 31, 2005) 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, 2005. It may be anticipated, however,
that market exposure will vary materially over time.
Currency. At March 31, 2005, the Partnership had market exposure
in the currency sector. The Partnership?s currency exposure 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, 2005, 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 associated with the Partnership?s
currency trades will change significantly in the future.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
At March 31, 2005, 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 in a multi-
advisor Partnership, 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
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s disclosure
controls and procedures (as defined in Rules 13a?15(e) and
15d?15(e) of the Exchange Act), and have judged such
controls and procedures to be effective.
(b) There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal controls or in other factors that could
significantly affect these controls subsequent to the date
of their evaluation.
PART II. OTHER INFORMATION
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
SEC
Registration Statement on Form S-1 Units Registered Effective Date
File Number
Initial Registration 12,000,000.000 March 6, 2000 333-90485
Additional Registration 1,000,000.000 April 30, 2002 333-84654
Additional Registration 14,000,000.000 April 28, 2003 333-104004
Additional Registration 25,000,000.000 April 28, 2004 333-113398
Total Units Registered 52,000,000.000
Units sold through 3/31/05 23,843,506.175
Units unsold through 3/31/05 28,156,493.825
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.
The aggregate price of the Units sold through March 31, 2005 was
$315,992,876.
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 and the supplement included
as part of the above referenced Registration Statements.
Item 5. OTHER INFORMATION
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
At a meeting of the Board of Directors of Demeter held on March
30, 2005, the following Directors of Demeter resigned, and the
Board of Directors accepted such resignations effective May 1,
2005: Ms. Louise M. Wasso-Jonikas and Messrs. Raymond A. Harris,
Todd Taylor, and William D. Seugling.
At that March 30, 2005 meeting of the Board of Directors of
Demeter, the Board of Directors elected two new Directors
effective May 1, 2005, subject to approval by and registration
with the National Futures Association: Ms. Shelley Hanan and Mr.
Harry Handler.
Item 6. 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 25, 2005, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on April 29, 2005.
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 25, 2005, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 on April 29,
2005.
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
25, 2005, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on April 29, 2005.
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 Section 302 of the Sarbanes-Oxley Act of
2002.
31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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 16, 2005 By:/s/ Kevin Perry
Kevin Perry
Chief Financial Officer
The General Partner which signed the above is the only party
authorized to act for the Registrant. The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.
- - 7 -
- - 10 -
MORGAN STANLEY SPECTRUM CURRENCY L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
? 10 ?