EXHIBIT 1.1
AMENDMENT NO.3
TO
XXXXXX XXXXXXX SPECTRUM SERIES
AMENDED AND RESTATED SELLING AGREEMENT
The Amended and Restated Selling Agreement, dated as of March 7, 2000, as
amended by Amendment No. 1 to the Selling Agreement, dated April 28, 2003, and
as further amended by Amendment No. 2 to the Selling Agreement, dated April 28,
2004 (the "Selling Agreement"), among Xxxxxx Xxxxxxx Spectrum Select L.P.,
formerly known as Xxxxxx Xxxxxxx Xxxx Xxxxxx Spectrum Select L.P. ("Select"),
Xxxxxx Xxxxxxx Spectrum Technical L.P., formerly known as Xxxxxx Xxxxxxx Xxxx
Xxxxxx Spectrum Technical L.P. ("Technical"), Xxxxxx Xxxxxxx Spectrum Strategic
L.P., formerly known as Xxxxxx Xxxxxxx Xxxx Xxxxxx Spectrum Strategic L.P.
("Strategic"), Xxxxxx Xxxxxxx Spectrum Global Balanced L.P., formerly known as
Xxxxxx Xxxxxxx Xxxx Xxxxxx Spectrum Global Balanced L.P. ("Global Balanced"),
and Xxxxxx Xxxxxxx Spectrum Currency L.P., formerly known as Xxxxxx Xxxxxxx Xxxx
Xxxxxx Spectrum Currency L.P. ("Currency") (collectively, the "Partnerships" and
each individually, a "Partnership"), Demeter Management Corporation (the
"General Partner"), and Xxxxxx Xxxxxxx XX Inc., formerly known as Xxxx Xxxxxx
Xxxxxxxx Inc. ("Xxxxxx Xxxxxxx XX") 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 and not otherwise defined herein have the meaning
ascribed to such term in the Selling Agreement.
1. Section 5(e) is deleted in its entirety and replaced with the
following:
"In the case of Units purchased for cash, qualified employees of
Xxxxxx Xxxxxxx XX may receive from Xxxxxx Xxxxxxx XX (payable solely
from its own funds), a gross sales credit equal to three percent (3%)
of the Net Asset Value per Unit as of the date of the applicable
Closing for each Unit sold by them and issued at such Closing, plus a
gross sales credit of up to 82% of the brokerage fees received by the
Non-Clearing Broker from Global Balanced and Currency and a gross
sales credit of up to 84% of the brokerage fees received by the
Non-Clearing Broker from Select, Strategic and Technical, each month
that are attributable to outstanding Units sold by them, commencing
with the thirteenth month after the Closing at which a Unit is issued.
Alternatively, such qualified employees of Xxxxxx Xxxxxxx XX may
forego the initial gross sales credit of 3% of the Net Asset Value per
Unit and immediately commence receiving a gross sales credit of up to
82% of the brokerage fees received by the Non-Clearing Broker from
Global Balanced and Currency and a gross sales credit of up to 84% of
the brokerage fees received by the Non-Clearing Broker from Select,
Strategic and Technical, each month that are attributable to
outstanding Units sold by them."
2. Section 5(f) is deleted in its entirety and replaced with the
following:
"In the case of Units purchased pursuant to a Series Exchange or
Non-Series Exchange, qualified employees of Xxxxxx Xxxxxxx XX will not
receive the initial gross sales credit of 3%. However, such qualified
employees of Xxxxxx Xxxxxxx XX effecting a Series Exchange or
Non-Series Exchange will receive a gross sales credit of up to 82% of
the brokerage fees received by the Non-Clearing Broker from Global
Balanced and Currency and a gross sales credit of up to 84% of the
brokerage fees received by the Non-Clearing Broker from Select,
Strategic and Technical, each month that are attributable to such
outstanding Units, as follows: (i) in the case of a Series Exchange
where the Xxxxxx Xxxxxxx XX employee elected to receive the initial
gross sales credit of 3% in connection with the initial purchase of
the Units redeemed, such Xxxxxx Xxxxxxx XX employee will receive the
monthly gross sales credit commencing with the thirteenth month after
the date the Units redeemed were purchased; and (ii) in the case of
(A) a Series Exchange where the Xxxxxx Xxxxxxx XX employee elected not
to receive the initial gross sales credit of 3% in connection with the
initial purchase of the Units redeemed or (B) a Non-Series Exchange,
such Xxxxxx Xxxxxxx XX employee will receive the monthly gross sales
credit commencing the first month after the Units are issued. In all
cases, such qualified employees of Xxxxxx Xxxxxxx XX will receive
continuing compensation until the applicable Partnership terminates or
such Unit is redeemed (whichever comes first)."
3. Clause (g) of Section 5 of the Selling Agreement is hereby amended to
include the following sentences:
"No person will receive such compensation who is not an employee of
Xxxxxx Xxxxxxx XX at the time of receipt of payment. All compensation
described in Sections 5(e) and 5(f), along with any other underwriting
compensation, including redemption charges paid to Xxxxxx Xxxxxxx XX,
but not including continuing compensation paid in connection with any
Units issued pursuant to a registration statement filed with the NASD
prior to October 12, 2004, will not exceed 10% of the proceeds
received in connection with the issuance of the Units."
4. Section 5(h) is deleted in its entirety and replaced with the
following:
"Xxxxxx Xxxxxxx XX, with the written approval of the General Partner,
may appoint, as additional selling agents, one or more securities
brokers or dealers which are members in good standing of the NASD, or
any foreign bank, dealer, institution or person ineligible for
membership in the NASD which agrees to make no offers or sales of
Units within the United States or its territories, possessions or
areas subject to its jurisdiction or to persons who are citizens
thereof or residents therein, as additional selling agents (any such
selling agent, an "Additional Seller" and collectively, the
"Additional Sellers"), provided that each Additional Seller shall
execute an Additional Seller's Agreement substantially in the form
attached hereto as Exhibit X. Xxxxxx Xxxxxxx XX may compensate any
Additional Seller by paying such Additional Seller, solely from Xxxxxx
Xxxxxxx DW's own funds, a commission, not to exceed 3% of the Net
Asset Value per Unit as of the date of the applicable Closing, for
each Unit sold by such Additional Seller and issued at such Closing.
Xxxxxx Xxxxxxx XX may pay any Additional Seller continuing
compensation of up to 28% of the brokerage fees received by the
Non-Clearing Broker from the Partnerships each month that are
attributable to outstanding Units sold by such Additional Seller
(except for employees of affiliates of Xxxxxx Xxxxxxx XX, who will be
compensated at the same rate as employees of Xxxxxx Xxxxxxx XX), in
recognition of such Additional Seller's continuing services to limited
partners of the Partnerships, as set forth in Section 5(i); provided,
however, that: (A) no continuing compensation shall be paid to an
Additional Seller unless it is properly registered under the CEAct as
a "futures commission merchant" or "introducing broker," and is a
member of the NFA in one of such capacities, and (B) no Additional
Seller which is registered as a futures commission merchant or
introducing broker may pay any portion of such continuing compensation
to an employee thereof unless such employee meets the same
qualifications as Xxxxxx Xxxxxxx DW's employees, as set forth in
Section 5(g)."
5. Section 6(c) is deleted in its entirety and replaced with the
following:
"All of Xxxxxx Xxxxxxx DW's branch offices will be required to forward
subscriptions to the General Partner's office in New York, New York in
time for their receipt by the General Partner no later than 3:00 p.m.,
New York City Time, on the date of the applicable monthly closing.
Subsequent to its review of each Subscription Agreement, the General
Partner will notify Xxxxxx Xxxxxxx XX and Xxxxxx Xxxxxxx XX shall
notify each subscriber by the business day following its receipt of
notice from the General Partner, of the General Partner's acceptance
of all, a portion, or none of the subscriber's subscription."
6. The last sentence of Section 6(e)(v) is deleted in its entirety and
replaced with the following:
"The General Partner will maintain in its files, located c/o Demeter
Management Corporation, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, each subscriber's Subscription Agreement for not less than
six years, and Xxxxxx Xxxxxxx will maintain at its respective branch
offices, any other documents disclosing the basis upon which the
determination of suitability was reached for each subscriber."
7. The address for Demeter Management Corporation in Section 14 is hereby
amended to: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Xxxxxxx X. Xxxxxxx, President.
8. The address for Xxxxxx Xxxxxxx XX Inc. in Section 14 is hereby amended
to: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Xxxxxxx X. Xxxxxxx, Managing Director.
9. The address for Cadwalader, Xxxxxxxxxx & Xxxx LLP in Section 14 is
hereby amended to: Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Xxxxx X. Xxxx, Esq.
10. The foregoing amendments shall take effect as of the 1st day of July
2005.
IN WITNESS WHEREOF, this Amendment to the Amended and Restated Selling
Agreement has been executed for and on behalf of the undersigned as of the 15th
day of July 2005.
Accepted and Agreed: XXXXXX XXXXXXX SPECTRUM SELECT X.X.
XXXXXX XXXXXXX XX INC. By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX SPECTRUM TECHNICAL L.P.
By: Demeter Management Corporation,
General Partner
------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX SPECTRUM STRATEGIC L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX SPECTRUM GLOBAL BALANCED L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title President
XXXXXX XXXXXXX SPECTRUM CURRENCY L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
DEMETER MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
