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):
July
1, 2020
CERES ORION L.P.
(Exact name of registrant as specified in its charter)
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(State or other
jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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c/o Ceres Managed Futures LLC
522 Fifth Avenue
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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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.
Placement Agent Agreement with Morgan Stanley Smith Barney LLC
The Registrant has entered into an amendment (the
“Amendment”) to the amended and restated alternative investment selling agent agreement dated as of
March
3, 2016, as amended (the
“Selling Agreement”), by and among
the Registrant, Ceres Managed Futures LLC, the general partner of
the Registrant (the
“General Partner”) and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently
doing business as Morgan Stanley Wealth Management (
“MSSB” or
“Placement Agent”).
Pursuant to the Amendment, effective
July 1, 2020, the Ongoing Selling Agent Fee is updated to reflect a change in the Ongoing Selling Agent Fee payable to
the Placement Agent with respect to Class A Units from a transaction-based calculation to a flat annual fee of 1.00% of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of Class A Units by 1.00% and
dividing the results thereof by 12). In all other material respects the Selling Agreement remains unchanged and of full force and effect.
Adjusted net assets for this purpose are month-end net assets increased by that current month’s ongoing selling agent fee, management fee, the general
partner’s administrative fee, the incentive fee accrued, other expenses and any redemptions or distributions as of the end of such month.
Selling Agent Agreement with Harbor Investment Advisory LLC
The Registrant has entered into an amendment (the
“Amendment”) to the alternative investment selling agent agreement dated as of
November 1, 2018 (the
“Harbor Agreement”), by and among
the Registrant, Ceres Managed Futures LLC, the general partner of
the Registrant (the
“General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of
Pennsylvania (
“MSDI” or
“Selling Agent”), and Harbor Investment Advisory LLC, a Maryland limited liability company (
“Harbor” or
“Sub-Selling Agent”).
Pursuant to the Amendment, effective
July 1, 2020, the Ongoing Sub-Selling Agent Fee is updated to reflect a change in the Ongoing Sub-Selling Agent Fee
payable to the Sub-Selling Agent with respect to Class A Units from a transaction-based calculation to a flat annual fee of 1.00% of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of Class A Units by
1.00% and dividing the results thereof by 12). In all other material respects the Harbor Agreement remains unchanged and of full force and effect.
Adjusted net assets for this purpose are month-end net assets increased by that current month’s ongoing sub-selling agent fee,
management fee, the general partner’s administrative fee, the incentive fee accrued, other expenses and any redemptions or distributions as of the end of such month.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Amendment to the Selling Agreement by and among the Registrant, the General Partner and MSSB.
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10.2
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Amendment to the Harbor Agreement by and among the Registrant, the General Partner, MSDI and Harbor.
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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.
CERES ORION L.P.
President and Director