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): July 1, 2020
MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-19511 | 13-3619290 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, New York 10036
(Address and Zip Code of principal executive offices)
Registrant’s telephone number, including area code: (855) 672-4468
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)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Placement Agent Agreement with Morgan Stanley Smith Barney LLC
The Registrant has entered into an amendment (the “Amendment”) to the amended and restated alternative investment selling agent agreement made as of March 3, 2016, as amended (the “Selling Agreement”), by and among the Registrant, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or the “Placement Agent”).
Pursuant to the Amendment, effective July 1, 2020, the ongoing placement agent fee payable by the Registrant is decreased to 1.00% per year of the adjusted net assets of the Units (computed monthly by multiplying the adjusted net assets of the Units by 1.00% and dividing the result thereof by 12). In all other material respects, the Selling Agreement remains unchanged and of full force and effect.
A copy of the Amendment is filed herewith as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed herewith.
| Exhibit No. | Description | |
| 10.1 | Amendment to the Amended and Restated Alternative Investment Selling Agreement, dated as of July 1, 2020, by and among the Registrant, the General Partner and MSSB. | |
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/ Patrick T. Egan | |
| Patrick T. Egan | ||
| President and Director | ||
Date: July 8, 2020
Exhibit 10.1
AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
This amendment dated as the 23rd day of June, 2020 to the Amended and Restated Alternative Investment Selling Agent Agreement (the “Agreement”) effective as of March 3, 2016, as amended from time to time, by and between each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or “Placement Agent”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned them in the Agreement.
W I T N E S S E T H:
WHEREAS, the General Partner, the Partnerships and Placement Agent agree to amend the Agreement to (i) reflect a reduction in the annual Ongoing Placement Agent Fee payable to the Placement Agent from 2.0% to 1.0%, where applicable, and (ii) replace Schedules 1, 2, and 3; and
WHEREAS, pursuant to Section 15(c) of the Agreement, any change to the Agreement must be in writing and signed by all parties.
NOW, THEREFORE, the parties agree as follows:
1. Schedule 1 of the Agreement shall be deleted in its entirety and replaced by Schedule 1 attached hereto.
2. Schedule 2 of the Agreement shall be deleted in its entirety and replaced by Schedule 2 attached hereto.
3. Schedule 3 of the Agreement shall be deleted in its entirety and replaced by Schedule 3 attached hereto.
4. The effective date of this Amendment shall be July 1, 2020.
5. This Amendment, together with any documents referred to herein, constitutes the whole agreement between the parties relating to the subject matter of this Amendment and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
6. This Amendment may be executed in any number of counterparts, including via facsimile or email, each of which is an original and all of which when taken together evidence the same agreement. Any signature on the signature page of this Amendment may be an original, a fax or electronically transmitted signature or may be executed by applying an electronic signature using DocuSign or, if permitted by the General Partner (such permission not to be unreasonably withheld), any other similar program.
7. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the date first written above.
| THE PARTNERSHIPS LISTED ON | ||
| SCHEDULE 1 HERETO | ||
| By: Ceres Managed Futures LLC | ||
| Name: | /s/ Patrick T. Egan | |
| Patrick T. Egan | ||
| Title: | President | |
| Morgan Stanley Smith Barney LLC | ||
| Name: | /s/ Carmen Lai | |
| Carmen Lai | ||
| Title: | Executive Director | |
| Ceres Managed Futures LLC | ||
| Name: | /s/ Patrick T. Egan | |
| Patrick T. Egan | ||
| Title: | President | |
2
Schedule 1
| PARTNERSHIP |
STATE AND DATE OF ORGANIZATION |
EFFECTIVE DATE | ||
| Managed Futures Premier Graham L.P. | Delaware; July 15, 1998 | April 1, 2014 | ||
| Ceres Tactical Global L.P. (formerly Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.) |
Delaware; October 20, 1999 | December 31, 2013 | ||
| Morgan Stanley Smith Barney Spectrum Select L.P. | Delaware; March 21, 1991 | December 31, 2013 | ||
3
Schedule 2
| PRIOR AGREEMENTS |
| Amended and Restated Selling Agreement, dated as of July 29, 2002, among Managed Futures Premier Graham L.P. (formerly Morgan Stanley Charter Graham L.P.), Morgan Stanley Smith Barney Charter Campbell L.P. (formerly Morgan Stanley Charter Campbell L.P.), Morgan Stanley Smith Barney Charter Aspect L.P. (formerly Morgan Stanley Charter MSFCM L.P.), Morgan Stanley Charter Welton L.P., and Morgan Stanley Smith Barney Charter WNT L.P. (formerly Morgan Stanley Charter Millburn L.P.), Morgan Stanley DW Inc., and Ceres Managed Futures LLC (formerly Demeter Management Corporation), as amended |
| Amended and Restated Selling Agreement, dated as of March 7, 2000, among Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P. (formerly Morgan Stanley Dean Witter Spectrum Currency L.P.), Morgan Stanley Smith Barney Spectrum Global Balanced L.P. (formerly Morgan Stanley Dean Witter Spectrum Global Balanced L.P.), Morgan Stanley Smith Barney Spectrum Select L.P. (formerly Morgan Stanley Dean Witter Spectrum Select L.P.), Morgan Stanley Smith Barney Spectrum Strategic L.P. (formerly Morgan Stanley Dean Witter Spectrum Strategic L.P.), Morgan Stanley Smith Barney Spectrum Technical L.P. (formerly Morgan Stanley Dean Witter Spectrum Technical L.P.), Morgan Stanley Dean Witter Spectrum Commodity L.P., Dean Witter Reynolds Inc., and Ceres Managed Futures LLC (formerly Demeter Management Corporation), as amended |
| Alternative Investment Placement Agent Agreement, dated as of April 1, 2014, by and among Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and the Partnerships listed on Schedule 1 thereto |
4
Schedule 3
| PARTNERSHIP |
ONGOING PLACEMENT AGENT FEE | |
| Managed Futures Premier Graham L.P. | 1.0% annually of the Net Asset Value (computed monthly by multiplying the Net Asset Value of the Class A Units as of the beginning of each month by 1.0% and dividing the result thereof by 12) and paid on a monthly basis. Class Z Units will not be subject to an ongoing placement agent fee. | |
| Ceres Tactical Global L.P. (formerly Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.) |
1.0% annually of the Net Asset Value (computed monthly by multiplying the Net Asset Value of the Class A Units as of the beginning of each month by 1.0% and dividing the result thereof by 12) and paid on a monthly basis. Class Z Units will not be subject to an ongoing placement agent fee. | |
| Morgan Stanley Smith Barney Spectrum Select L.P. | 1.0% annually of the Net Asset Value (computed monthly by multiplying the Net Asset Value as of the beginning of each month by 1.0% and dividing the result thereof by 12) and paid on a monthly basis. | |
5