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): November 30, 2008
Morgan Stanley Spectrum Currency L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-31563 13-4084211
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
c/o Demeter Management Corporation,
522 Fifth Avenue, 13th Floor, New York, NY 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 296-1999
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(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 8.01. Other Events.
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Demeter Management Corporation, the general partner of the Registrant and
each of the four other Spectrum Series partnerships (the "General Partner"),
terminated the offering of units of limited partnership of the Registrant,
Spectrum Select, Spectrum Technical, Spectrum Strategic, and Spectrum Global
Balanced following the November 30, 2008 monthly closing. As a result, effective
December 1, 2008, the General Partner no longer accepts any subscriptions for
new investments in any of the Spectrum Series of partnerships nor any exchanges
into any Spectrum Series partnership, including exchanges among the
partnerships.
While subscriptions and exchanges for the Spectrum Series partnerships
will no longer be accepted, the General Partner will continue to operate the
partnerships and the partnerships' trading advisors will continue to trade the
partnerships' assets in accordance with the terms of their respective management
agreements. The management fees and incentive fees payable by each partnership
to its trading advisors and the brokerage fees payable to Morgan Stanley & Co.
Incorporated will remain the same. Investors in the Spectrum Series partnerships
will continue to be able to redeem units of the partnerships at any month-end
closing subject to the terms, conditions and charges set forth in the Spectrum
Series prospectus dated May 1, 2008. Investors will continue to receive monthly
and annual reports as they have in the past, and the partnerships will continue
to file periodic reports with the Securities and Exchange Commission, as
required under the Securities Exchange Act.
As a result of the termination of the offering, the General Partner will
terminate the escrow agreement with The Bank of New York and the selling
agreement with Morgan Stanley & Co. Incorporated.
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 CURRENCY L.P.
Date: December 4, 2008 By: Demeter Management Corporation
as General Partner
/s/ Walter Davis
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Name: Walter Davis
Title: President