Attached files
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| EX-10.1 - MANAGEMENT AGREEMENT - CERES ORION L.P. | o23390540c.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 26, 2018
ORION FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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000-50271
(Commission File Number)
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22-3644546
(IRS Employer Identification No.)
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c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, New York 10036
(Address and Zip Code of principal executive offices)
(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):
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On January 26, 2018, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and the Registrant entered into a management agreement dated as of February 1, 2018 (the “Management Agreement”) with FORT, L.P. (“FORT”), a Delaware limited partnership, pursuant to which FORT shall manage the portion of the Registrant’s assets allocated to it.
The General Partner has initially selected FORT’s Global Contrarian Program, a proprietary, systematic, technical, trend-anticipating futures trading strategy, to manage the Registrant’s assets allocated to FORT. FORT will trade the Registrant’s assets allocated to it indirectly through an investment in CMF FORT Contrarian Master Fund LLC, a Delaware limited liability company. The General Partner and FORT have agreed that FORT will trade the Registrant’s assets allocated to FORT at a level that is up to 1.25 times the amount of such assets.
Pursuant to the Management Agreement, the Registrant will pay FORT a monthly fee for professional management services equal to 1/12 of 1.15% (1.15% per year) of the month-end net assets (as defined in the Management Agreement) allocated to FORT. FORT will also receive an annual incentive fee equal to 20% of new trading profits (as defined in the Management Agreement) earned by FORT for the Registrant in each calendar year.
The Management Agreement expires on December 31, 2018. 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.
A copy of the Management Agreement is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith.
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Exhibit No.
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Description
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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.
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ORION FUTURES FUND L.P.
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By: Ceres Managed Futures LLC
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General Partner
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By:
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/s/ Patrick T. Egan
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Patrick T. Egan
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President and Director
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Date: February 1, 2018