8-K 1 ms714041-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2005 Morgan Stanley Spectrum Select L.P. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 0-19511 13-3619290 -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) c/o 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 Not Applicable -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. ------------------------------------------ On July 15, 2005, the Registrant, Morgan Stanley Spectrum Technical L.P., Morgan Stanley Spectrum Strategic L.P., Morgan Stanley Spectrum Global Balanced L.P., Morgan Stanley Spectrum Currency L.P., Demeter Management Corporation, the general partner of the Registrant, and Morgan Stanley DW Inc., an affiliate of the general partner and the non-clearing commodity broker for the Registrant, amended the Amended and Restated Selling Agreement, dated as of March 7, 2000, as amended by Amendment No. 1 to the Selling Agreement, dated April 28, 2003, and as further amended by Amendment No. 2 to the Selling Agreement dated April 28, 2004, to: (i) revise the continuing compensation gross sales credit to be received by qualified employees of Morgan Stanley DW Inc.; (ii) change the commencement month of the period of payment of continuing compensation gross sales credit; and (iii) reduce the continuing compensation gross sales credit to be received by additional sellers. Such changes were made in connection with the amendment to the Amended and Restated Customer Agreement, dated as of October 16, 2000, by and between the Registrant and Morgan Stanley DW Inc., in which monthly brokerage fees, as of July 1, 2005, payable to Morgan Stanley DW Inc., were reduced from a monthly brokerage fee percentage of 1/12 of 7.25% (a 7.25% annual rate) to a monthly brokerage fee percentage of 1/12 of 6.00% (a 6.00% annual rate). Item 9.01. Financial Statements and Exhibits. --------------------------------- (c) Exhibits Exhibit 1.1 Amendment No. 3 to Morgan Stanley Spectrum Series Amended and Restated Selling Agreement, dated July 15, 2005. 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 hereunto duly authorized. MORGAN STANLEY SPECTRUM SELECT L.P. Date: July 18, 2005 By: Demeter Management Corporation as General Partner /s/ Jeffrey A. Rothman -------------------------------------------- Name: Jeffrey A. Rothman Title: President INDEX TO EXHIBITS Item 601(a) of Regulation S-K Paper (P) or Exhibit No. Description Electronic (E) ----------- ----------- -------------- 1.1 Amendment No. 3 to Morgan E Stanley Spectrum Series Amended and Restated Selling Agreement, dated July 15, 2005