Amendment No. 1 to Morgan Stanley Spectrum Series Amended and Restated Selling Agreement

Summary

This amendment updates the selling agreement between Morgan Stanley Spectrum Series partnerships, Demeter Management Corporation, and Morgan Stanley DW Inc. It authorizes the offering and sale of additional partnership units to the public, changes the definition of the involved partnerships, and increases the ongoing compensation rate for Morgan Stanley DW Inc. from 35% to 42%. The amendment is effective as of March 2003 and all other terms of the original agreement remain in effect.

EX-1.01 3 a2106291zex-1_01.txt EXHIBIT 1.01 Exhibit 1.02 FORM OF AMENDMENT NO. 1 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENT The Amended and Restated Selling Agreement, dated as of March 7, 2000 (the "Selling Agreement"), among 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 Currency L.P., Morgan Stanley Spectrum Commodity L.P. (collectively the "Partnerships"), Demeter Management Corporation, and Morgan Stanley DW Inc. ("Morgan Stanley DW") is hereby amended as set forth below. All provisions contained in the Selling Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendments set forth below. Terms used herein and not defined herein have the meaning given to such terms in the Selling Agreement. 1. In addition to the additional 1,000,000 Units of Spectrum Select, 1,000,000 Units of Spectrum Technical and 1,000,000 Units of Spectrum Currency registered pursuant to the Registration Statements on Form S-1 (Sec File Nos.: 333-84656, 333-84652, and 333-84654), the Partnerships plan to offer, sell and issue to the public an additional 7,000,000 Units of Spectrum Select, 10,000,000 Units of Spectrum Technical, 6,500,000 Units of Spectrum Strategic, 5,500,000 Units of Spectrum Global Balanced, and 14,000,000 of Spectrum Currency pursuant to the Registration Statements on Form S-1 (Sec File Nos.: 333- , 333- , 333- , 333- , and 333- ). Morgan Stanley DW agrees to act as the Partnerships' exclusive selling agent to offer and sell the additional Units on a best efforts basis in accordance with and subject to the terms and conditions set forth in the Selling Agreement. In such connection, all references in the Selling Agreement to the "Registration Statement," "Prospectus," or "Units" shall be deemed from the date hereof to include the Registration Statements, Prospectus and Units issued in connection with the above-referenced registrations of additional Units. All representations, warranties, and covenants contained in the Selling Agreement shall be deemed to be repeated on the date hereof. 2. Effective December 31, 2002, the General Partner terminated the offering of Units of Spectrum Commodity. In such connection, all references in the Selling Agreement to "Partnerships" or "Partnership" from the date hereof shall be deemed to mean Spectrum Select, Spectrum Technical, Spectrum Strategic, Spectrum Global Balanced, and Spectrum Currency, as the case may be. 3. The continuing compensation of up to 35% referenced in clause (h) of Section 5 of the Selling Agreement is hereby changed to 42%. IN WITNESS WHEREOF, this Amendment No. 1 to the Selling Agreement has been executed on the day of March, 2003. Accepted and Agreed: MORGAN STANLEY SPECTRUM SELECT L..P. MORGAN STANLEY DW INC. By: Demeter Management Corporation, General Partner By: By: Jeffrey A. Rothman Jeffrey A. Rothman Executive Director President MORGAN STANLEY SPECTRUM TECHNICAL L.P. By: Demeter Management Corporation, General Partner By: Jeffrey A. Rothman President MORGAN STANLEY SPECTRUM STRATEGIC L.P. By: Demeter Management Corporation, General Partner By: Jeffrey A. Rothman President MORGAN STANLEY SPECTRUM GLOBAL BALANCED L.P. By: Demeter Management Corporation, General Partner By: Jeffrey A. Rothman President MORGAN STANLEY SPECTRUM CURRENCY L.P. By: Demeter Management Corporation, General Partner By: Jeffrey A. Rothman President MORGAN STANLEY SPECTRUM COMMODITY L.P. By: Demeter Management Corporation, General Partner By: Jeffrey A. Rothman President DEMETER MANAGEMENT CORPORATION By: Jeffrey A. Rothman President