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
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| Date of Report (Date of Earliest Event Reported): | | November 20, 2008 |
Max Capital Group Ltd.
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(Exact name of registrant as specified in its charter)
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| Bermuda | 000-33047 | 98-0584464 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| Max House, 2 Front Street, Hamilton, Bermuda | | HM 11 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (441) 295-8800 |
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] 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 November 20, 2008, Max Diversified Strategies Ltd., an indirect wholly owned subsidiary of the Registrant ("Max Diversified"), entered into Amendment No. 2 ("Amendment 2") to that Second Amended and Restated Customer Agreement between Max Diversified and Alstra Capital Management, LLC ("Alstra") as previously amended on May 5, 2008 (the "Agreement"). The Amendment replaces the management and incentive fee structure of the Agreement with a flat management fee to be determined annually.
The description of the above-referenced Amendment 2 is qualified in its entirety by reference to the complete text of the document, which is filed hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment No. 2 to Second Amended and Restated Customer Agreement and Trading Authorization between Max Diversified Strategies Ltd. and Alstra Capital Management, LLC, as previously amended.
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.
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| | | Max Capital Group Ltd. |
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| November 25, 2008 | | By: | | Peter A. Minton
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| | | | | Name: Peter A. Minton |
| | | | | Title: Executive Vice President and Chief Operating Officer |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Amendment No. 2 to Second Amended and Restated Customer Agreement and Trading Authorization between Max Diversified Strategies Ltd. and Alstra Capital Management, LLC, as previously amended. |
