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EXHIBIT 10.5(b)
August 8, 2014
Morgan Stanley Smith Barney LLC
522 Fifth Avenue, 13th Floor
New York, New York 10036
| Re: | Ceres Managed Futures LLC: Amended Schedules 1 and 2 to the Alternative Investment Selling Agent Agreement |
Ladies and Gentlemen:
Pursuant to paragraph 13(c) of the Alternative Investment Selling Agent Agreement dated November 12, 2013, as amended on March 1, 2014; April 7, 2014 and as further amended from time to time (the “Agreement”), between, among others, Ceres Managed Futures LLC (“CMF”), the general partner of each of the limited partnerships listed on Schedule 1 thereto (each, a “Partnership,” and together, the “Partnerships”), and Morgan Stanley Smith Barney LLC (“MSSB”), CMF is hereby confirming that Schedules 1 and 2 to the Agreement are hereby deleted in their entirety and replaced with Schedules 1 and 2 attached hereto effective as of October 1, 2014.
Notwithstanding anything to the contrary in the Agreement, by signing below MSSB hereby agrees to, acknowledges and accepts the amendment of the Agreement, effective as of October 1, 2014.
If the foregoing is in accordance with your understanding of our discussions, kindly sign and return to us a counterpart hereof (by mail, facsimile or email) as soon as possible.
| Sincerely, | ||
| CERES MANAGED FUTURES LLC | ||
| By: | /s/ Alper Daglioglu | |
| Alper Daglioglu President and Director | ||
| EACH PARTNERSHIP LISTED ON SCHEDULE 1 HERETO
By: Ceres Managed Futures LLC, the general partner of each Partnership | ||
| By: | /s/ Alper Daglioglu | |
| Alper Daglioglu President and Director | ||
| Confirmed, accepted and agreed to:
MORGAN STANLEY SMITH BARNEY LLC | ||
| By: | /s/ Jeremy Beal | |
| Name: | Jeremy Beal | |
| Title: | Executive Director | |
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SCHEDULE 1
| PARTNERSHIP | STATE AND DATE OF ORGANIZATION | EFFECTIVE DATE | ||
| Orion Futures Fund L.P. | New York; March 22, 1999 | March 1, 2014 |
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SCHEDULE 2
| PARTNERSHIP | ONGOING SELLING AGENT FEE | |
| Orion Futures Fund L.P. | An amount which will be calculated by multiplying the fund’s (i) round turn futures transactions by $15.00 each, swaps by up to an equivalent amount and options transactions by $7.50 each per side, with respect to Class A units. In each case, the amount will be reduced by applicable floor brokerage. Class Z units will not be subject to an ongoing selling agent fee. |
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