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): February 1, 2019

 

 

MANAGED FUTURES PREMIER GRAHAM L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-25603		13-4018068
(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))

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.

The Registrant has entered into an amendment (“Amendment No. 2”) to the management agreement, dated as of November 6, 1998, as amended April 1, 2014 (the “Management Agreement”), by and 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 Amendment No. 2, effective as of February 1, 2019, the monthly management fee payable to Graham is decreased to 1/12 of 1.35% (a 1.35% annual rate) and the incentive fee is decreased to 18% of the Trading Profits (as defined in the Management Agreement) experienced by the Registrant as of the end of each calendar year. In all other material respects, the Management Agreement remains unchanged and of full force and effect.

A copy of Amendment No. 2 is filed herewith as Exhibit 10.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

The following exhibit is filed as part of this report:

 

Exhibit Number		Description
10.1		Amendment No. 2, dated as of February 1, 2019, to the Management Agreement, by and among the Registrant, the General Partner and Graham.

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.

 

Date: February 7, 2019