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

CERES TACTICAL GLOBAL L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-31563

13-4084211

(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

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 Class A Units (computed monthly by multiplying the adjusted net assets of the Class A 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.

Selling Agent Agreement with Harbor Investment Advisory, LLC

The Registrant has entered into an amendment (the “Amendment”) to the alternative investment selling agent agreement made as of November 1, 2018 (the “Harbor Agreement”), by and among the Registrant, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or the “Selling Agent”), and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or the “Sub-Selling Agent”).

Pursuant to the Amendment, effective July 1, 2020, the ongoing sub-selling agent fee is decreased to 1.00% per year of the adjusted net assets of the Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 1.00% and dividing the result thereof by 12). In all other material respects the Harbor Agreement remains unchanged and of full force and effect.

A copy of the Amendment is filed herewith as Exhibit 10.2.

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.

10.2		Amendment to the Harbor Agreement, dated as of July 1, 2020, by and among the Registrant, the General Partner, MSDI and Harbor.

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.


CERES TACTICAL GLOBAL L.P.

By:		Ceres Managed Futures LLC,
		General Partner

By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

Date: July 8, 2020

CERES TACTICAL GLOBAL L.P. 8-K