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EX-10.5(B) 3 d754647dex105b.htm EX-10.5(B) EX-10.5(b)

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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