Form 8-K

0001193125-14-133597.txt : 20140407 0001193125-14-133597.hdr.sgml : 20140407 20140407163633 ACCESSION NUMBER: 0001193125-14-133597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140401 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20140407 DATE AS OF CHANGE: 20140407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT LP CENTRAL INDEX KEY: 0000873799 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133619290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19511 FILM NUMBER: 14748992 BUSINESS ADDRESS: STREET 1: C/O CERES MANAGED FUTURES LLC STREET 2: 522 FIFTH AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 855-672-4468 MAIL ADDRESS: STREET 1: C/O CERES MANAGED FUTURES LLC STREET 2: 522 FIFTH AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY SPECTRUM SELECT LP DATE OF NAME CHANGE: 20011101 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER SPECTRUM SELECT LP DATE OF NAME CHANGE: 19990412 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER SPECTRUM SELECT LP DATE OF NAME CHANGE: 19980507 8-K 1 d708109d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 1, 2014

Morgan Stanley Smith Barney Spectrum Select L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-19511

13-3619290

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue, 14^th Floor

New York, NY 10036

(Address of Principal Executive Offices)

(855) 672-4468

(Registrant’s telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01

Entry into a Material Definitive Agreement.

Amendment to the Management Agreement

Effective April 1, 2014, Morgan Stanley Smith Barney Spectrum Select L.P. (the “Registrant”) entered into an amendment (the “Amendment to the Management Agreement”) to the management agreement, dated as of January 1, 2004 (together with the Amendment to the Management Agreement, the “Management Agreement”), among the Registrant, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and Graham Capital Management, L.P., a Delaware limited partnership (“Graham”), pursuant to which Graham manages the portion of the Registrant’s assets allocated to it.

Pursuant to the Amendment to the Management Agreement, the monthly management fee payable to Graham is decreased to 1/12 of 1.75% (a 1.75% annual rate). In all other respects, the Management Agreement remains unchanged and of full force and effect.

Selling Agreement

Effective April 1, 2014, the Registrant entered into an alternative investment placement agent agreement (the “Selling Agreement”), by and among the Registrant, the General Partner, and Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“MSWM”).

A party to the Selling Agreement may terminate the Selling Agreement by written notice to the other parties on thirty days’ prior written notice, or immediately under certain circumstances as provided in the Selling Agreement.

Pursuant to the Selling Agreement, the Registrant will pay MSWM a flat-rate brokerage fee equal to 4.0% annually of the net asset value per unit paid on a monthly basis, a portion of which may be paid to MSWM’s affiliates or agents.

Item 1.02

Termination of a Material Definitive Agreement.

Prior Selling Agreement

Effective April 1, 2014, the General Partner and the Registrant terminated the amended and restated selling agent agreement, including any annexes, amendments or joinders thereto (the “Prior Selling Agreement”), dated March 7, 2000. The General Partner terminated the Prior Selling Agreement in order to enter into the Selling Agreement described in Item 1.01 above.

SIGNATURES

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 SMITH BARNEY SPECTRUM SELECT L.P.

By:		Ceres Managed Futures LLC
		General Partner

By:		/s/ Alper Daglioglu
		Alper Daglioglu
		President and Director

Date: April 7, 2014