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): February 22, 2017

MERITAGE FUTURES FUND L.P.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	000-53113	20-8529352
(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))

Item 1.01 Entry into a Material Definitive Agreement.

On February 22, 2017, Ceres Managed Futures LLC, the general partner of Meritage Futures Fund L.P. (the “Registrant”), Morgan Stanley Smith Barney TT II, LLC (the “Trading Company”) and Transtrend B.V., a Dutch limited liability company (“Transtrend”), entered into an amendment (the “Amendment”) to the amended and restated advisory agreement, effective as of November 1, 2015 (the “Agreement”), pursuant to which Transtrend trades a portion of the Trading Company’s (and, indirectly, the Registrant’s) assets in futures interests.

Pursuant to the Amendment, with effect from January 1, 2017, the monthly management fee payable to Transtrend by the Trading Company (and, indirectly, the Registrant) is 1/12th of 0.85% (a 0.85% annual rate) of the Assets (as defined in the Agreement) allocated to Transtrend as of the first day of each month. In all other respects the Agreement remains unchanged and of full force and effect.

The Amendment to the Agreement is filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit Number	Description
10.1	Amendment to the Amended and Restated Advisory Agreement, effective as of January 1, 2017, among Morgan Stanley Smith Barney TT II, LLC, Ceres Managed Futures LLC and Transtrend B.V.

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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.

MERITAGE FUTURES FUND L.P.
By:	Ceres Managed Futures LLC,
	General Partner
By:	/s/ Patrick T. Egan
	Patrick T. Egan
	President and Director

Date: February 27, 2017

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EX-10.1

Exhibit 10.1

AMENDMENT AGREEMENT

This amendment agreement (the “Amendment”) is dated February 22, 2017 and is made and entered into by and among:

THE UNDERSIGNED:

1. TRANSTREND B.V., a limited liability company, incorporated under the laws of The Netherlands, with its principal place of business at Weena 723, Unit C5.070, 3013 AM Rotterdam, The Netherlands (the “Trading Advisor”);

2. MORGAN STANLEY SMITH BARNEY TT II, LLC, a Delaware limited liability company (the “Trading Company”); and

3. CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “Trading Manager”).

The Trading Advisor, the Trading Company and the Trading Manager are hereinafter individually also referred to as “Party” and collectively as “Parties”.

WHEREAS, the Parties have concluded that certain amended and restated advisory agreement, dated effective as of November 1, 2015 (the “Agreement”), of which this Amendment shall form an inseparable part;

WHEREAS, the Parties wish to amend Section 5(a)(i) of the Agreement to reduce the monthly management fee with effect from January 1, 2017;

WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may not be amended except by the written consent of the Parties; and

WHEREAS, the Parties desire to enter into this Amendment in order to amend the Agreement to reflect the aforementioned.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Parties agree as follows:

1.    Interpretation

Capitalized and other defined terms used in this Amendment and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Agreement. In the event of any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail.

2.    Amendment

(a)    Section 5(a)(i) of the Agreement, stating:

“(i)     The Trading Company shall pay the Trading Advisor a monthly management fee equal to 1/12th of 1% (a 1% annual rate) of the Assets as of the first day of each month (the “Management Fee”). The Management Fee is payable in arrears within 30 Business Days of the end of the month for which it was calculated. For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States; and”

is hereby deleted and replaced by a new Section 5(a)(i) of the Agreement, reading as follows:

“(i)     The Trading Company shall pay the Trading Advisor a monthly management fee equal to 1/12th of 0.85% (a 0.85% annual rate) of the Assets as of the first day of each month (the “Management Fee”). The Management Fee is payable in arrears within 30 Business Days of the end of the month for which it was calculated. For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States; and”.

(b)    The parties agree that the reduction in the monthly management fee evidenced in the foregoing amendment shall be deemed to have taken effect as of January 1, 2017.

3.    Representations

Each Party represents to the other Parties that this Amendment has been duly and validly executed, delivered and entered into by it and that this Amendment constitutes a valid and binding agreement of it enforceable against it in accordance with its terms.

4.    Full Force and Effect

Except unless, and to the extent where, expressly stated otherwise in this Amendment, the Agreement shall remain in full force and effect.

5.    Counterparts; Valid Agreement

This Amendment may be executed by the Parties in one or more counterparts, each of which when so executed and delivered shall be deemed an original amendment agreement, and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered either in hard copy originals or in scanned copies which in either case shall constitute a valid amendment agreement among the Parties.

6.    Governing Law

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the Parties have executed this Amendment on the respective dates set forth below.

MORGAN STANLEY SMITH BARNEY TT II, LLC

/s/ Patrick T. Egan
Name:	Patrick T. Egan
Title:	President & Director, Ceres Managed Futures LLC
	on behalf of Morgan Stanley Smith Barney TT II, LLC
Date:	February 22, 2017
Place:	New York, NY U.S.A.

CERES MANAGED FUTURES LLC

/s/ Patrick T. Egan
Name:	Patrick T. Egan
Title:	President & Director, Ceres Managed Futures LLC
Date:	February 22, 2017
Place:	New York, NY U.S.A.

TRANSTREND B.V.

/s/ J.P.A. van den Broek		/s/ H.M. de Boer
Name:	J.P.A. van den Broek	Name:	H.M. de Boer
Title:	Managing Director	Title:	Managing Director
Date:	February 22, 2017	Date:	February 22, 2017
Place:	Rotterdam, The Netherlands	Place:	Rotterdam, The Netherlands

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