Amendment No. 1 to the Management Agreement by and among the Registrant, the General Partner and Willowbridge

This AMENDMENT (this “Amendment”) dated as of the 1 day of April, 2018, to the MANAGEMENT AGREEMENT made as of the 11^th day of March 2014 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES ORION L.P., a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC. a Delaware corporation (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

WHEREAS, Ceres Orion L.P. changed its name from Orion Futures Fund L.P. effective February 28, 2018;

WHEREAS, the Partnership, CMF and the Advisor wish to amend the Management Agreement to decrease the Advisor’s management fee compensation; and

WHEREAS, pursuant to Section 11 of the Management Agreement, the Management Agreement may be amended by written consent of the parties.

“In consideration of and as compensation for all of the services to be rendered by the Advisor to the Partnership under this Agreement, the Partnership shall pay the Advisor (i) an incentive fee payable quarterly equal to 20% of New Trading Profits (as such term is defined below) earned by the Advisor for the Partnership and (ii) a monthly fee for professional management services equal to 1/12 of 1.25% (1.25% per year) of the month-end Net Assets of the Partnership allocated to the Advisor (computed monthly by multiplying the adjusted net assets of the Partnership allocated to the Advisor as of the last business day of each month by 1.25% and dividing the result thereof by 12).”

3.         In all other respects the Management Agreement remains unchanged and of full force and effect.

4.         This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute the same agreement.

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

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