Attached files
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| EX-99.1 - SECOND AMENDED AND RESTATED LP AGREEMENT - CERES ORION L.P. | o5336146b.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to 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): December 17, 2009
ORION FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
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New York |
000-50271 |
22-3644546 |
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(State or other |
(Commission File |
(IRS Employer |
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jurisdiction of |
Number) |
Identification No.) |
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incorporation) |
c/o Ceres Managed Futures LLC
55 East 59th Street - 10th Floor
New York, New York 10022
(Address and Zip Code of principal executive offices)
Registrant’s telephone number, including area code: (212) 559-2011
(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 (seeGeneral Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Form 8-K for Orion Futures Fund L.P. initially filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2009 (the “Original Report”). This Amendment No. 1 amends the Original Report by including Exhibit 3.1 - Second Amended and Restated Agreement of Limited Partnership of the Registrant, which was inadvertently omitted from the Original Report. This Amendment No. 1 otherwise describes conditions as of the date of the Original Report and has not been updated to disclose events that may have occurred at a later date.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2009, the Registrant’s limited partnership agreement (the “Agreement”) was amended and restated to amend the transferability provisions of the Partnership to provide limited partners with greater flexibility to transfer units, and to incorporate other minor revisions into the Agreement.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit No. |
Description |
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3.1 |
Second Amended and Restated Agreement of Limited Partnership of the Registrant |
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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.
ORION FUTURES FUND L.P.
By: Ceres Managed Futures LLC, General Partner
By: /s/ Jerry Pascucci
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Jerry Pascucci |
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President and Director |
By:/s/ Jennifer Magro
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Jennifer Magro |
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Chief Financial Officer and Director |
Date: December 28, 2009