UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010 or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________to__________________
Commission file number: 0-25603
| | MANAGED FUTURES CHARTER GRAHAM L.P. | |
| | (Exact name of registrant as specified in its charter) | |
| | Delaware | | 13-4018068 |
| | State or other jurisdiction of incorporation or organization | | (I.R.S. Employer Identification No.) |
| | | | |
| Ceres Managed Futures LLC | | |
| 522 Fifth Avenue, 14th Floor | | |
| New York, NY | | 10036 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code | | (212) 296-1999 |
| | | |
| Securities registered pursuant to Section 12(b) of the Act: | | |
| | | |
| Title of each class | | Name of each exchange |
| | | on which registered |
| | | |
| None | | None |
| | | |
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.404 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer x | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes 0 No T
State the aggregate market value of the Units of Limited Partnership Interest held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which Units were sold as of the last business day of the registrant’s most recently completed second fiscal quarter: $345,540,777 at June 30, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
Explanatory Note
Due to a typographical error, the date of the Report of Independent Registered Public Accounting Firm (the “Auditors' Report”) included in Exhibit 13.01 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) was incorrectly disclosed as “March 28, 2010.” The date should have been disclosed as “March 28, 2011.” Accordingly, the Registrant’s Form 10-K is hereby amended to include a revised Auditors' Report, and the materials previously provided in response to Item 8 of Form 10-K are also filed herewith.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are incorporated by reference to the Partnership's Annual Report, which is filed as Exhibit 13.01 hereto.
Supplementary data specified by Item 302 of Regulation S-K:
Summary of Quarterly Results (Unaudited)
| | Total Trading Results | Net | Net Income/ |
| Quarter Ended | including interest income | Income/(Loss) | (Loss) Per Unit |
| | | | |
| 2010 | | | |
| March 31 | $ (13,364,180) | $ (20,836,137) | $ (1.49) |
| June 30 | 1,397,728 | (5,947,718) | (0.45) |
| September 30 | 13,705,254 | 6,813,361 | 0.54 |
| December 31 | 23,932,781 | 17,434,613 | 1.38 |
| | | | |
| Total | $ 25,671,583 | $ (2,535,881) | $ (0.02) |
| | | | |
| | | | |
| 2009 | | | |
| March 31 | $ (4,875,075) | $ (16,819,838) | $ (1.00) |
| June 30 | (9,204,328) | (17,889,607) | (1.16) |
| September 30 | 45,743,954 | 37,584,015 | 2.56 |
| December 31 | 2,389,855 | (8,124,815) | (0.64) |
| | | | |
| Total | $ 34,054,406 | $ (5,250,245) | $ (0.24) |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P. |
| | (Registrant) |
| | | |
| | By: | Ceres managed Futures LLC |
| | | (General Partner) |
| | | |
| February 2, 2012 | By: | /s/Walter Davis |
| | | Walter Davis, |
| | | President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Ceres Managed Futures LLC
| BY: | /s/ | Walter Davis | | February 2, 2012 |
| | | Walter Davis, President, Director | | |
| | | | | |
| | /s/ | Brian Centner | | February 2, 2012 |
| | | Brian Centner, Chief Financial Officer, Principal Accounting Officer | | |
| | | | | |
| | /s/ | Ian Bernstein | | February 2, 2012 |
| | | Ian Bernstein, Director | | |
| | | | | |
| | /s/ | Alper Daglioglu | | February 2, 2012 |
| | | Alper Daglioglu, Director | | |
| | | | | |
| | /s/ | Patrick T. Egan | | February 2, 2012 |
| | | Patrick T. Egan, Director | | |
| | | | | |
| | /s/ | Harry Handler | | February 2, 2012 |
| | | Harry Handler, Director | | |
| | | | | |
| | /s/ | Douglas J. Ketterer | | February 2, 2012 |
| | | Douglas J. Ketterer, Director | | |
| | | | | |
| | /s/ | Colbert Narcisse | | February 2, 2012 |
| | | Colbert Narcisse, Director | | |
EXHIBIT 31.01
CERTIFICATIONS
I, Walter Davis, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Morgan Stanley Smith Barney Charter Graham L.P.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| | a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 2, 2012 /s/ Walter Davis
Walter Davis
President
Ceres Managed Futures LLC,
general partner of the registrant
EXHIBIT 31.02
CERTIFICATIONS
I, Brian Centner, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Morgan Stanley Smith Barney Charter Graham L.P.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 2, 2012 /s/ Brian Centner
Brian Centner
Chief Financial Officer
Ceres Managed Futures LLC,
general partner of the registrant
EXHIBIT 32.01
CERTIFICATION OF PRESIDENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Morgan Stanley Smith Barney Charter Graham L.P. (the “Partnership”) on Form 10-K/A for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter Davis, President of Ceres Managed Futures LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
By: /s/Walter Davis
Name: Walter Davis
Title: President of Ceres Managed Futures LLC,
general partner of the registrant
Date: February 2, 2012
EXHIBIT 32.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Morgan Stanley Smith Barney Charter Graham L.P. (the “Partnership”) on Form 10-K/A for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Centner, Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| | (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
By: /s/Brian Centner
Name: Brian Centner
Title: Chief Financial Officer of Ceres Managed Futures LLC,
general partner of the registrant
Date: February 2, 2012
