<DOCUMENT> <TYPE>10-Q <SEQUENCE>1 <FILENAME>dwsx.txt <DESCRIPTION>SPECTRUM CURRENCY <TEXT> UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ?accelerated filer and large accelerated filer? in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer___Accelerated filer___Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes___ No X <page> <table> MORGAN STANLEY SPECTRUM CURRENCY L.P. INDEX TO QUARTERLY REPORT ON FORM 10-Q September 30, 2006 <caption> PART I. FINANCIAL INFORMATION <s> <c> Item 1. Financial Statements Statements of Financial Condition as of September 30, 2006 (Unaudited) and December 31, 2005 2 Statements of Operations for the Three and Nine Months Ended September 30, 2006 and 2005 (Unaudited) 3 Statements of Changes in Partners? Capital for the Nine Months Ended September 30, 2006 and 2005 (Unaudited) 4 Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005 (Unaudited) 5 Notes to Financial Statements (Unaudited) 6-12 Item 2. Management?s Discussion and Analysis of Financial Condition and Results of Operations 13-27 Item 3. Quantitative and Qualitative Disclosures about Market Risk 27-37 Item 4. Controls and Procedures 37-38 PART II. OTHER INFORMATION Item 1A.Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. .39-40 Item 5. Other Information 40-41 Item 6. Exhibits 41-42 </table> <page> <table> PART I. FINANCIAL INFORMATION Item 1. Financial Statements MORGAN STANLEY SPECTRUM CURRENCY L.P. STATEMENTS OF FINANCIAL CONDITION <caption> September 30, December 31, 2006 2005 $ $ (Unaudited) ASSETS <s> <c> <c> Equity in futures interests trading accounts: Unrestricted cash 166,747,983 207,952,625 Total cash 166,747,983 207,952,625 Net unrealized gain on open contracts (MS & Co.) 417,894 6,202,194 Total Trading Equity 167,165,877 214,154,819 Subscriptions receivable 1,064,888 1,355,204 Interest receivable (Morgan Stanley DW) 557,488 559,983 Total Assets 168,788,253 216,070,006 LIABILITIES AND PARTNERS? CAPITAL Liabilities Redemptions payable 4,101,389 6,346,278 Accrued brokerage fees (Morgan Stanley DW) 653,219 862,131 Accrued management fees 284,009 374,840 Total Liabilities 5,038,617 7,583,249 Partners? Capital Limited Partners (15,210,869.829 and 17,508,991.514 Units, respectively) 161,903,717 206,199,270 General Partner (173,424.343 and 194,237.343 Units, respectively) 1,845,919 2,287,487 Total Partners? Capital 163,749,636 208,486,757 Total Liabilities and Partners? Capital 168,788,253 216,070,006 NET ASSET VALUE PER UNIT 10.64 11.78 <fn> The accompanying notes are an integral part of these financial statements. </table> <page> <table> MORGAN STANLEY SPECTRUM CURRENCY L.P. STATEMENTS OF OPERATIONS (Unaudited) <caption> For the Three Months For the Nine Months Ended September 30, Ended September 30, 2006 2005 2006 2005 $ $ $ $ <s> <c> <c> <c> <c> INVESTMENT INCOME Interest income (Morgan Stanley DW) 1,705,588 1,491,227 4,993,972 3,782,453 EXPENSES Brokerage fees (Morgan Stanley DW) 1,936,660 2,772,180 6,290,559 8,355,285 Management fees 842,025 1,205,299 2,735,026 3,632,735 Total Expenses 2,778,685 3,977,479 9,025,585 11,988,020 NET INVESTMENT LOSS (1,073,097) (2,486,252) (4,031,613) (8,205,567) TRADING RESULTS Trading profit (loss): Realized (69,123) (4,003,991) (9,699,810) (26,815,297) Net change in unrealized 498,270 (12,118,505) (5,784,300) (14,905,562) Total Trading Results 429,147 (16,122,496) (15,484,110) (41,720,859) NET LOSS (643,950) (18,608,748) (19,515,723) (49,926,426) NET LOSS ALLOCATION Limited Partners (636,993) (18,404,932) (19,305,522) (49,390,318) General Partner (6,957) (203,816) (210,201) (536,108) NET LOSS PER UNIT Limited Partners (0.04) (0.96) (1.14) (2.63) General Partner (0.04) (0.96) (1.14) (2.63) <fn> The accompanying notes are an integral part of these financial statements. </table> <page> <table> MORGAN STANLEY SPECTRUM CURRENCY L.P. STATEMENTS OF CHANGES IN PARTNERS? CAPITAL For the Nine Months Ended September 30, 2006 and 2005 (Unaudited) <caption> Units of Partnership Limited General Interest Partners Partner Total $ $ $ <s> <c> <c> <c> <c> Partners? Capital, December 31, 2004 18,954,389.185 270,231,305 2,869,425 273,100,730 Offering of Units 2,981,240.348 36,025,172 170,000 36,195,172 Net Loss ? (49,390,318) (536,108) (49,926,426) Redemptions (2,955,919.524) (35,721,850) ? (35,721,850) Partners? Capital, September 30, 2005 18,979,710.009 221,144,309 2,503,317 223,647,626 Partners? Capital, December 31, 2005 17,703,228.857 206,199,270 2,287,487 208,486,757 Offering of Units 1,313,459.877 14,258,583 ? 14,258,583 Net Loss ? (19,305,522) (210,201) (19,515,723) Redemptions (3,632,394.562) (39,248,614) (231,367) (39,479,981) Partners? Capital, September 30, 2006 15,384,294.172 161,903,717 1,845,919 163,749,636 <fn> The accompanying notes are an integral part of these financial statements. </table> <page> <table> MORGAN STANLEY SPECTRUM CURRENCY L.P. STATEMENTS OF CASH FLOWS (Unaudited) <caption> For the Nine Months Ended September 30, 2006 2005 $ $ <s> <c> <c> CASH FLOWS FROM OPERATING ACTIVITIES Net loss (19,515,723) (49,926,426) Noncash item included in net loss: Net change in unrealized 5,784,300 14,905,562 (Increase) decrease in operating assets: Restricted cash ? 166,662 Interest receivable (Morgan Stanley DW) 2,495 (188,146) Decrease in operating liabilities: Accrued brokerage fees (Morgan Stanley DW) (208,912) (133,155) Accrued management fees (90,831) (57,894) Net cash used for operating activities (14,028,671) (35,233,397) CASH FLOWS FROM FINANCING ACTIVITIES Cash received from offering of Units 14,548,899 41,165,829 Cash paid for redemptions of Units (41,724,870) (33,141,664) Net cash provided by (used for) financing activities (27,175,971) 8,024,165 Net decrease in unrestricted cash (41,204,642) (27,209,232) Unrestricted cash at beginning of period 207,952,625 253,222,567 Unrestricted cash at end of period 166,747,983 226,013,335 <fn> The accompanying notes are an integral part of these financial statements. </table> <page> MORGAN STANLEY SPECTRUM CURRENCY L.P. NOTES TO FINANCIAL STATEMENTS September 30, 2006 (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, 2005 Annual Report on Form 10-K. Certain prior year amounts relating to cash balances were reclassified on the Statements of Financial Condition and the related Statements of Cash Flows to conform to 2006 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. <page> 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 <page> 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 <page> MORGAN STANLEY SPECTRUM CURRENCY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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, swap or options contracts, and other financial instruments with similar characteristics such as caps, floors, and collars. The net unrealized gains 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 on Open Contracts Longest Maturities Exchange- Off-Exchange- Exchange- Off-Exchange- Date Traded Traded Total Traded Traded $ $ $ Sep. 30, 2006 - 417,894 417,894 - Dec. 2006 Dec. 31, 2005 - 6,202,194 6,202,194 - Mar. 2006 <page> MORGAN STANLEY SPECTRUM CURRENCY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Partnership has credit risk associated with counterparty non- performance. As of the date of the financial statements, the credit risk associated with the instruments in 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 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 <page> MORGAN STANLEY SPECTRUM CURRENCY L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 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. 4. New Accounting Developments In July 2006, the FASB issued FASB Interpretation No. 48, ?Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109? (?FIN 48?). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company?s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. FIN 48 also provides guidance on <page> MORGAN STANLEY SPECTRUM CURRENCY L.P. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for the Partnership as of January 1, 2007. The Partnership is cur- rently evaluating the potential impact of adopting FIN 48. In September 2006, the FASB issued SFAS No. 157, ?Fair Value Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for the Partnership as of January 1, 2008 . The Partner- ship is currently evaluating the potential impact of adopting SFAS No. 157. <page> 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. <page> 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 does it expect 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 <page> 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 and nine month periods ended September 30, 2006 and 2005, 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 <page> 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 12 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. <page> 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 Three and Nine Months Ended September 30, 2006 The Partnership recorded total trading results including interest income totaling $2,134,735 and expenses totaling $2,778,685, resulting in a net loss of $643,950 for the three months ended September 30, 2006. The Partnership?s net asset value per Unit decreased from $10.68 at June 30, 2006 to $10.64 at September 30, 2006. The most significant trading losses of approximately 1.7% resulted from long positions in the euro versus the U.S. dollar, primarily during July, as the value of the euro moved lower after the European Central Bank decided to keep its key interest rate unchanged. Elsewhere, losses of approximately 1.2% were incurred during July from short positions in the South African rand versus the U.S. dollar as the value of the rand moved higher in tandem with increasing commodity prices. Additional losses were incurred from newly established long positions in the South African rand versus the U.S. dollar during August as the value of the rand weakened against the U.S. dollar after the release of data showing South Africa?s trade deficit widened more-than- expected. During September, losses of approximately 0.8%, 0.7%, and 0.3%, respectively, were recorded from long positions in the <page> Singapore dollar, Mexican peso, and Australian dollar against the U.S. dollar as the value of the U.S. dollar increased against these currencies after government reports showed U.S. consumer confidence rebounded in September. In addition, the value of the Mexican peso declined after investors expressed concern that a military coup in Thailand would have a ?ripple- effect? on other emerging-market currencies. Finally, smaller losses of approximately 0.3% resulted from both long and short positions in the U.S. dollar relative to the Czech koruna and the Polish zloty as the value of these currencies moved without consistent direction throughout a majority of the quarter. A portion of the Partnership?s overall losses for the quarter was offset by gains of approximately 5.7% and 0.5%, respectively, from positions in the U.S. dollar relative to the Japanese yen and British pound. During August, gains were recorded from short positions in the Japanese yen versus the U.S. dollar as the value of the yen weakened against most of its major rivals after the Japanese Consumer Price Index for July came in lower-than- expected, diminishing expectations of another interest rate hike by the Bank of Japan this year. The value of the yen continued to trend lower in September after a report showed Japanese consumer confidence fell in August, resulting in further gains from short positions against the U.S. dollar. During July, gains were also experienced from long positions in the British pound versus the U.S. dollar as the value of the pound increased on solid housing and consumer price data out of the United Kingdom. <page> In addition, the value of the British pound was pressured higher after the Bank of England unexpectedly lifted its key interest rate in August. The Partnership recorded total trading results including interest income totaling $(10,490,138) and expenses totaling $9,025,585, resulting in a net loss of $19,515,723 for the nine months ended September 30, 2006. The Partnership?s net asset value per Unit decreased from $11.78 at December 31, 2005 to $10.64 at September 30, 2006. The most significant trading losses of approximately 3.9%, 2.9%, and 2.1%, respectively, resulted from short positions in the Swiss franc, Japanese yen, and Australian dollar versus the U.S. dollar during the first six months of the year. The Swiss franc and Japanese yen moved higher against the U.S. dollar during January and February as strong economic data out of Switzerland and Japan increased speculation that the Swiss National Bank and Bank of Japan might raise interest rates. In addition, the Japanese yen strengthened during April on speculation of a possible Bank of Japan interest rate hike, while the Swiss franc moved higher on geopolitical tensions in the Middle East. Meanwhile, the Australian dollar also moved higher on an unexpected interest rate hike by the Reserve Bank of Australia in May. Finally, the U.S. dollar moved lower during April and May on news that foreign central banks were beginning to diversify <page> their currency reserves away from U.S. dollar-denominated assets, as well as uncertainty regarding the future of the U.S. Federal Reserve?s interest rate tightening campaign. Further losses of approximately 1.2% were experienced primarily during May and June from long positions in the Brazilian real, as well as both long and short positions in the Polish zloty, as the value of the Brazilian real moved lower on political concerns, while the value of the Polish zloty moved without consistent direction. A portion of the Partnership?s overall losses in the first nine months of the year was offset by gains of approximately 1.5%, 1.0%, and 0.7%, respectively, recorded from positions in the South African rand, euro, and British pound versus the U.S. dollar. The South African rand weakened against the U.S. dollar during June as the value of this ?commodity- currency? fell in tandem with falling gold prices. Meanwhile, the euro strengthened relative to the U.S. dollar during April and May after Dutch Finance Minister Gerritt Zalm said that the European Central Bank would not intervene to halt the appreciation of the euro, as well as on increased expectations of an interest rate hike in the near-future by the European Central Bank. During July, gains were achieved from long positions in the British pound versus the U.S. dollar as the value of the pound increased on solid housing and consumer price data out of the United Kingdom. In addition, the value of the British pound was pressured higher after the Bank of England unexpectedly lifted its key interest rate in August. Finally, smaller gains <page> of approximately 0.8% resulted from long positions in the Singapore dollar relative to the U.S. dollar as the value of the Singapore dollar benefited from U.S. dollar?s weakness during April and May, while short positions in the New Zealand dollar versus the U.S. dollar experienced gains during March as the value of the New Zealand dollar continued to trend lower on expectations for an economic slow-down in New Zealand. For the Three and Nine Months Ended September 30, 2005 The Partnership recorded total trading results including interest income totaling $(14,631,269) and expenses totaling $3,977,479, resulting in a net loss of $18,608,748 for the three months ended September 30, 2005. The Partnership?s net asset value per Unit decreased from $12.74 at June 30, 2005 to $11.78 at September 30, 2005. The most significant trading losses of approximately 4.0%, 1.4%, 0.9%, 0.6%, and 0.6%, respectively, resulted from positions in the British pound, Norwegian krone, both the New Zealand and Australian dollars, and the Czech koruna. During July, long positions in the British pound versus the U.S. dollar experienced losses as the value of the pound dropped sharply on geopolitical concerns after a terror attack on the London public transportation system. During August, long U.S. dollar positions against the British pound, Norwegian krone, and Czech koruna <page> incurred losses as the value of the U.S. dollar declined amid higher crude oil prices, lower durable goods orders, the U.S. trade imbalance, and economic warnings from U.S. Federal Reserve Chairman Alan Greenspan. Strong signals of euro-zone economic improvement also supported the advance of the British pound, Norwegian krone, and Czech koruna. Short positions in the New Zealand and Australian dollars versus the U.S. dollar recorded losses as the values of those currencies moved higher on strong economic data out of the region. During September, losses were recorded from short U.S. dollar positions against the British pound, Norwegian krone, Czech koruna, and both the Australian and New Zealand dollars, as the value of the U.S. dollar advanced amid bolstered expectations that the U.S. Federal Reserve would continue to raise interest rates. Also forcing the New Zealand dollar lower against the U.S. dollar were fears for an economic slow-down in New Zealand during 2006. Additional losses of approximately 1.0% were recorded from positions in the Singapore dollar against the U.S. dollar. During July, short positions recorded losses after the Singapore dollar?s value reversed higher in response to market expectations for future economic growth in Singapore. During August, losses stemmed from long Singapore dollar positions after the value of the Singapore dollar finished lower in response to disappointing export data. Finally, smaller Partnership losses of approximately 0.1% were recorded during August from short positions in the Swiss franc <page> against the U.S. dollar after the value of the U.S. dollar weakened on disappointing economic data. A portion of the Partnership?s overall losses for the quarter was offset by gains of approximately 1.7% from short positions in the Japanese yen versus the U.S. dollar during July and September. During July, gains resulted after the U.S. dollar?s value strengthened against the yen on significant interest rate differentials between the U.S. and Japan. Market participants also drove the U.S. dollar higher against the yen amid beliefs that U.S. interest rates would increase further, the release of strong U.S. economic data, and news that the U.S. Current-Account deficit had narrowed. During September, short Japanese yen positions achieved gains after the yen?s value declined in the wake of weak Japanese economic data, including industrial production, salaried household spending, and the Tokyo consumer price index. The Partnership recorded total trading results including interest income totaling $(37,938,406) and expenses totaling $11,988,020, resulting in a net loss of $49,926,426 for the nine months ended September 30, 2005. The Partnership?s net asset value per Unit decreased from $14.41 at December 31, 2004 to $11.78 at September 30, 2005. The most significant trading losses of approximately 12.2% resulted from positions in European currencies against the U.S. <page> dollar. Early during the first quarter, losses resulted from long positions in the British pound, Norwegian krone, euro, Czech koruna, and Swedish krona versus the U.S. dollar after the U.S. dollar?s value reversed sharply higher amid an increase in U.S. interest rates and consumer prices. The U.S. dollar?s value also advanced in response to expectations that the Chinese government would announce postponement of its re-valuation of the Chinese yuan. During February, losses were incurred from short European currency positions after the U.S. dollar?s value weakened in response to concern for the considerable U.S. Current-Account deficit as expressed by U.S. 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 European currency positions versus the U.S. dollar as the U.S. dollar?s value reversed sharply higher amid an increase in U.S. interest rates and consumer prices. During the second quarter, long British pound positions incurred losses as the pound?s value declined after British Prime Minister Tony Blair's Labour Party won re-election with a reduced government majority, and then moved lower later in the quarter on growing speculation that the interest rate differential between the U.S. and the U.K. would tighten. During July, long British pound positions experienced losses as the value of the pound dropped sharply on geopolitical <page> concerns after a terror attack on the London public transportation system. During August, short British pound positions incurred losses as the value of the U.S. dollar declined amid higher crude oil prices, lower durable goods orders, the U.S. trade imbalance, and economic warnings from U.S. Federal Reserve Chairman Alan Greenspan. During September, losses were recorded from long positions in the British pound, Norwegian krone, and Czech koruna, as the value of the U.S. dollar advanced amid bolstered expectations that the U.S. Federal Reserve would continue to raise interest rates. Additional losses of approximately 5.5%, 2.1%, and 1.7%, respectively, were recorded from positions in the South African rand and both the New Zealand and Australian dollars (collectively the ?Commodity Currencies?). During the first quarter, losses stemmed from both long and short positions against the yen versus the U.S. dollar as the values of the Commodity Currencies traded counter to the U.S. dollar, which benefited due to positive economic data. During the second quarter, long positions in the Australian dollar versus the U.S. dollar produced losses as the Australian dollar declined amid falling gold prices. During the third quarter, short positions in the New Zealand and Australian dollars versus the U.S. dollar recorded losses as the values of the Commodity Currencies moved higher on strong economic data out of the region. During September, losses were recorded from long Australian and New Zealand dollar positions as the value of the <page> U.S. dollar advanced amid bolstered expectations that the U.S. Federal Reserve would continue to raise interest rates. Also forcing the New Zealand dollar against the U.S. dollar lower were fears for an economic slow-down in New Zealand during 2006. Partnership losses of approximately 2.9% were recorded primarily during the first quarter from positions in the Singapore dollar versus the U.S. dollar. 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. Positions in the Singapore dollar against the U.S. dollar held during the third quarter also contributed to sector losses. A portion of the Partnership?s overall losses for the first nine months of the year was offset by gains of approximately 4.4% from short positions in the Japanese yen against the U.S. dollar. During March, gains resulted as the U.S. dollar advanced against the yen due to an increase in U.S. interest rates by the U.S. Federal Reserve. <page> Short Japanese yen positions held during the second quarter produced profits as the yen?s value declined during May and June in response to weak Japanese economic data. During July, gains resulted after the U.S. dollar?s value strengthened against the yen on significant interest rate differentials between the U.S. and Japan. Market participants also drove the U.S. dollar higher against the yen during July amid beliefs that U.S. interest rates would increase further, the release of strong U.S. economic data, and news that the U.S. Current-Account deficit had narrowed. During September, short Japanese yen positions achieved gains after the yen?s value declined in the wake of weak Japanese economic data, including industrial production, salaried household spending, and the Tokyo consumer price index. 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. <page> 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. <page> 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 typically to 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 <page> 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 <page> typically does not represent the worst case outcome. Demeter uses approximately four years of daily market data (1,000 observations) and re-values 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 <page> The following table indicates the VaR associated with the Partnership?s open positions as a percentage of total Net Assets by primary market risk category at September 30, 2006 and 2005. At September 30, 2006 and 2005, the Partnership?s total capitalization was approximately $164 million and $224 million, respectively. Primary Market September 30, 2006 September 30, 2005 Risk Category Value at Risk Value at Risk Currency (2.93)% (2.68)% 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. Such changes 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 October 1, 2005 through September 30, 2006. Primary Market Risk Category High Low Average Currency (2.93)% (1.40)% (2.13)% <page> 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. <page> 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 September 30, 2005, and for the four quarter-end reporting periods from October 1, 2005 through September 30, 2006. 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 September 30, 2006. The Partnership also maintains a substantial portion of its available assets in cash at Morgan Stanley DW; as of September 30, 2006, such amount is equal to approximately 103% of the Partnership?s net asset value. A decline in short-term interest rates would result in a decline in the Partnership?s cash <page> 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 <page> 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 September 30, 2006. It may be anticipated, however, that market exposure will vary materially over time. Currency. The Partnership?s currency market exposure at September 30, 2006 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 September 30, 2006, 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 <page> At September 30, 2006, 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 <page> 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 control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in other factors that could significantly affect these controls subsequent to the date of their evaluation. <page> PART II. OTHER INFORMATION Item 1A. RISK FACTORS There have been no material changes from the risk factors previously referenced in the Partnership?s Report on Form 10-K for the fiscal year ended December 31, 2005 and the Partnership?s Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006. <table> Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS <caption> SEC Registration Statement on Form S-1 Units Registered Effective Date File Number <s> <c> <c> <c> 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 9/30/06 26,933,824.577 Units unsold through 9/30/06 25,066,175.423 </table> 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 September 30, 2006 was $351,631,347. <page> 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. On September 22, 2006, the following individual was elected as a Director of Demeter. Jacques Chappuis, age 37, is a Director of Demeter, and will be a principal of Demeter, pending approval by and registration with the National Futures Association. Mr. Chappuis is a Managing Director of Morgan Stanley and Head of Alternative Investments for the Global Wealth Management Group. Prior to joining Morgan Stanley in 2006, Mr. Chappuis was Head of Alternative Investments for Citigroup?s Global Wealth Management Group and prior to that a Managing Director at Citigroup Alternative Investments. Before joining Citigroup, Mr. Chappuis was a consultant at the Boston Consulting Group, where he focused on the financial services sector, and a corporate finance Associate at Bankers Trust Company. Mr. Chappuis received a B.A. degree in finance from Tulane University in 1991 and an MBA in finance, with honors, from the Columbia University Graduate School of Business in 1998. <page> On November 6, 2006, Mr. Kevin Perry resigned his position as Chief Financial Officer of Demeter effective November 7, 2006. On November 7, 2006, the Board of Directors of Demeter appointed Mr. Lee Horwitz as the Chief Financial Officer of Demeter. Lee Horwitz, age 55, is the Chief Financial Officer of Demeter, and will be a principal of Demeter, pending approval by and registration with the National Futures Association. Mr. Horwitz currently serves as an Executive Director and Controller within the Global Wealth Management Group at Morgan Stanley. Mr. Horwitz joined Morgan Stanley in March 1984 and has held a variety of positions throughout Morgan Stanley?s organization during his tenure. Mr. Horwitz received a B.A. degree from Queens College and an MBA from Rutgers University. Mr. Horwitz is a Certified Public Accountant. Item 6. EXHIBITS 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. <page> 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. <page> 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) November 14, 2006 By:/s/ Lee Horwitz Lee Horwitz 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 ? </TEXT> </DOCUMENT>