Ceres Orion (OFFLP) 10-Q 2014 Q2 Quarterly report

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 onSchedule 1 thereto (each, a “Partnership,” and together, the “Partnerships”), and Morgan Stanley Smith Barney LLC (“MSSB”), CMF is hereby confirming thatSchedules 1 and 2 to the Agreement are hereby deleted in their entirety and replaced withSchedules 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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