8-K

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):January 1, 2021

  CERES ORION L.P.      
(Exact name of registrant as specified in its charter)

New York	000-50271	22-3644546
(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 (seeGeneral 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 1.01Entry 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 January 1, 2021, the Ongoing Selling Agent Fee is decreased to 0.75% of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of Class A Units by 0.75% 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.

A copy of the Amendment is filed herewith as Exhibit 10.1.

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, as amended (the “Harbor Agreement”), by and among 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 January 1, 2021, the Ongoing Sub-Selling Agent Fee is decreased to 0.75% of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of Class A Units by 0.75% 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.

A copy of the Amendment is filed herewith as Exhibit 10.2.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are filed herewith.

Exhibit No.	Description
10.1	Amendment to the Selling Agreement by and among the Registrant, the General Partner and MSSB.
10.2	Amendment to the Harbor Agreement by and among the Registrant, the General Partner, MSDI and Harbor.

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:  January 7, 2021

EX-10.1

Exhibit 10.1

AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT

This amendment (“Amendment”) dated as of the 31st day of December, 2020 to the Amended and Restated Alternative Investment Selling Agent Agreement (the “Agreement”) dated as of March 3, 2016, as amended from time to time, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (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”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the General Partner, the Partnerships and the Placement Agent agree to amend the Agreement to (i) reflect a reduction in the annual Ongoing Selling Agent Fee payable to the Placement Agent with respect to Class A Units of each Partnership from 1.00% to 0.75% of the adjusted net assets of the Class A Units and (ii) update and replace Schedules 1 and 2; and

WHEREAS, pursuant to Section 15(c) of the Agreement, any change to the Agreement must be in writing and signed by all parties.

NOW, THEREFORE, the parties agree as follows:

1.Schedule 1 of the Agreement shall be deleted in its entirety and replaced by Schedule 1 attached hereto.

2.Schedule 2 of the Agreement shall be deleted in its entirety and replaced by Schedule 2 attached hereto.

3.The effective date of this Amendment shall be January 1, 2021.  Except as specifically provided for in this Amendment, the terms of the Agreement are hereby ratified and confirmed and remain in full force and effect.

4.This Amendment, together with the Agreement and any other documents referred to herein, constitutes the whole agreement between the parties relating to the subject matter of this Amendment and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

5.This Amendment may be executed in any number of counterparts, including via facsimile or email, each of which is an original and all of which when taken together evidence the same agreement. Any signature on the signature page of this Amendment may be an original, a fax or an electronically transmitted signature or may be executed by applying an electronic signature using DocuSign© or, if permitted by the General Partner (such permission not to be unreasonably withheld), any other similar program.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the date first written above.

THE PARTNERSHIPS LISTED ON SCHEDULE 1 HERETO
By:	Ceres Managed Futures LLC
Name:	/s/ Patrick T. Egan
	Patrick T. Egan
Title:	President
Morgan Stanley Smith Barney LLC
Name:	/s/ Carmen Lai
	Carmen Lai
Title:	Executive Director
Ceres Managed Futures LLC
Name:	/s/ Patrick T. Egan
	Patrick T. Egan
Title:	President

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Schedule 1

PARTNERSHIP	STATE AND DATE OF ORGANIZATION	EFFECTIVE DATE
Ceres Tactical Commodity L.P. (formerly Managed Futures Premier Aventis II L.P.)	New York; April 20, 2005	October 1, 2013
Ceres Tactical Systematic L.P. (formerly Tactical Diversified Futures Fund L.P.)	New York; December 3, 2002	October 1, 2013
Ceres Orion L.P. (formerly Orion Futures Fund L.P.)	New York; March 22, 1999	March 1, 2014

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Schedule 2

PARTNERSHIP	ONGOING SELLING AGENT FEE
Ceres Tactical Commodity L.P. (formerly Managed Futures Premier Aventis II L.P.)	0.75% per year of the adjusted net assets of Class A Units and Class D Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 0.75% and the adjusted net assets of the Class D Units by 0.75% and dividing the result thereof by 12).1 Class Z Units will not be subject to an ongoing selling agent fee.
Ceres Tactical Systematic L.P. (formerly Tactical Diversified Futures Fund L.P.)	0.75% per year of the adjusted net assets of Class A Units and Class D Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 0.75% and the adjusted net assets of the Class D Units by 0.75% and dividing the result thereof by 12).1  Class Z Units will not be subject to an ongoing selling agent fee.
Ceres Orion L.P. (formerly Orion Futures Fund L.P.)	0.75% per year of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 0.75% and dividing the result thereof by 12).1  Class Z Units will not be subject to an ongoing selling agent fee.

¹ Adjusted net assets 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.

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EX-10.2

Exhibit 10.2

AMENDMENT TO THE ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT

This amendment (“Amendment”) dated as of the 31st day of December, 2020 to the Alternative Investment Selling Agent Agreement (the “Agreement”) dated as of November 1, 2018 by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (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”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the General Partner, the Partnerships, the Selling Agent and the Sub-Selling Agent agree to amend the Agreement to (i) reflect a reduction in the annual Ongoing Sub-Selling Agent Fee payable to the Sub-Selling Agent with respect to Class A Units of each Partnership from 1.00% to 0.75% of the adjusted net assets of the Class A Units only and (ii) update and replace Schedules 1 and 2; and

WHEREAS, pursuant to Section 15(c) of the Agreement, any change to the Agreement must be in writing and signed by all parties.

NOW, THEREFORE, the parties agree as follows:

1.Schedule 1 of the Agreement shall be deleted in its entirety and replaced by Schedule 1 attached hereto.

2.Schedule 2 of the Agreement shall be deleted in its entirety and replaced by Schedule 2 attached hereto.

3.The effective date of this Amendment shall be January 1, 2021.  Except as specifically provided for in this Amendment, the terms of the Agreement are hereby ratified and confirmed and remain in full force and effect.

4.This Amendment, together with the Agreement and any other documents referred to herein, constitutes the whole agreement between the parties relating to the subject matter of this Amendment and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

5.This Amendment may be executed in any number of counterparts, including via facsimile or email, each of which is an original and all of which when taken together evidence the same agreement. Any signature on the signature page of this Amendment may be an original, a fax or an electronically transmitted signature or may be executed by applying an electronic signature using DocuSign© or, if permitted by the General Partner (such permission not to be unreasonably withheld), any other similar program.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as of the day and year first above written.

THE PARTNERSHIPS LISTED ON SCHEDULE 1 HERETO By: Ceres Managed Futures LLC		Morgan Stanley Distribution, Inc.
Name:	/s/ Patrick T. Egan	Name:	/s/ Frank Famiglietti
	Patrick T. Egan		Frank Famiglietti
Title:	President	Title:	Managing Director
		Harbor Investment Advisory, LLC
		Name:	/s/ Will Schadty
			Will Schadty
		Title:	Chief Compliance Officer
		Ceres Managed Futures LLC
		Name:	/s/ Patrick T. Egan
			Patrick T. Egan
		Title:	President

Schedule 1

PARTNERSHIP	STATE AND DATE OF ORGANIZATION	EFFECTIVE DATE
Ceres Orion L.P.	New York; March 22, 1999	November 1, 2018
Ceres Classic L.P. (formerly Managed Futures Premier Graham L.P.)	Delaware; July 15, 1998	November 1, 2018
Ceres Tactical Systematic L.P.	New York; December 3, 2002	November 1, 2018

Schedule 2

Fee1	Brokerage/Non-Consulting Clients	Advisory/Consulting Clients
Ceres Orion L.P.
Ongoing Sub-Selling Agent Fee	0.75% per year of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 0.75% and dividing the result thereof by 12).2	Class Z units will not be subject to an ongoing sub-selling agent fee.
Ceres Tactical Systematic L.P.
Ongoing Sub-Selling Agent Fee	0.75% per year of the adjusted net assets of the Partnership (computed monthly by multiplying the adjusted net assets of the Partnership by 0.75% and dividing the result thereof by 12)2. 0.75% annual of the net asset value per unit of Class D Units paid on a monthly basis.	Class Z units will not be subject to an ongoing sub-selling agent fee.
Ceres Classic L.P. (formerly Managed Futures Premier Graham L.P.)
Ongoing Sub-Selling Agent Fee	0.75% per year of the net asset value per unit of Class A Units paid on a monthly basis.	Class Z units will not be subject to an ongoing sub-selling agent fee.

¹ For the avoidance of doubt, the calculation of the Ongoing Sub-Selling Agent Fee shall be based on units of each Partnership sold by Sub-Selling Agent only.

² Adjusted net assets 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.