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, 2020
CERES ORION L.P.
(Exact name of registrant as specified in its charter)
| | |
(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
(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 (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))
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A
| N/A
| N/A
|
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.
Management Agreement – Pan Capital Management LP
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 February 1, 2020 (the “Management Agreement”) with Pan Capital Management LP, a Texas limited partnership (“Pan”) pursuant to which Pan shall manage the portion of the Registrant’s assets allocated to it.
The General Partner has initially selected Pan’s Energy Trading Program to manage the Registrant’s assets allocated to Pan. Pursuant to the Management Agreement, the Registrant pays Pan 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 Pan. Pan also receives a quarterly incentive fee equal to 20% of New Trading Profits (as defined in the Management Agreement) earned by Pan in each quarterly period.
The Management Agreement expires on December 31, 2020. 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 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 Pan. |
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 ORION L.P. |
| | |
| | By: Ceres Managed Futures LLC, General Partner |
| | |
| | |
| | |
| | By: | /s/ Patrick T. Egan
|
| | | Patrick T. Egan |
| | | President and Director |
Date: February 6, 2020
