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): March 31, 2019

CERES TACTICAL COMMODITY L.P.
(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction

of incorporation)

000-52602

(Commission File Number)

20-2718952

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Management Agreement – Northlander Commodity Advisors LLP

Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and the Registrant have entered into a management agreement dated as of April 1, 2019 (the “Management Agreement”) with Northlander Commodity Advisors LLP, a limited liability partnership registered in England and Wales (“Northlander”), pursuant to which Northlander shall manage the portion of the Registrant’s assets allocated to it. Northlander claims an exemption from registration as a commodity trading advisor with the Commodity Futures Trading Commission pursuant to CFTC Rule 4.14(a)(10).

The General Partner has initially selected Northlander’s Commodity Program to manage the Registrant’s assets allocated to Northlander. This trading may be conducted directly or indirectly through an investment in CMF NL Master Fund LLC, of which the General Partner is the trading manager and Northlander is the advisor.

Pursuant to the Management Agreement, the Registrant will pay Northlander a monthly management fee equal to 1/12 of 1.25% (1.25% per year) of the month-end net assets (as defined in the Management Agreement) allocated to Northlander. Northlander also receives an annual incentive fee equal to 20% of new trading profits (as defined in the Management Agreement) earned by Northlander in each annual period.

The Management Agreement expires on December 31, 2019. If it is not terminated as of that date, it shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until it is otherwise terminated pursuant to the terms of the Management Agreement.

The Management Agreement is filed herewith as Exhibit 10.1.

Item 1.02. Termination of a Material Definitive Agreement.

Effective March 31, 2019, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and the Registrant terminated the management agreement, dated as of January 1, 2018 (the “Management Agreement”), with Harbour Square Capital Management LLC (“Harbour Square”) pursuant to which Harbour Square managed the portion of the Registrant’s assets allocated to it. The General Partner terminated the Management Agreement because Harbour Square is no longer trading on behalf of the Registrant.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith.

Exhibit No.	Description
10.1	Management Agreement by and among the Registrant, the General Partner and Northlander.

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 COMMODITY L.P.

By: Ceres Managed Futures LLC,

General Partner

By:/s/ Patrick T. Egan

Patrick T. Egan

President and Director

Date: April 4, 2019