August 8, 2014 Morgan Stanley Smith Barney LLC

EXHIBIT 10.5(b)

August 8, 2014

Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

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 Xxxxxx Xxxxxxx Xxxxx Xxxxxx 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/ Xxxxx Xxxxxxxxx
		Xxxxx Daglioglu President and Director

EACH PARTNERSHIP LISTED ON SCHEDULE 1 HERETO By: Ceres Managed Futures LLC, the general partner of each Partnership
By:		/s/ Xxxxx Xxxxxxxxx
		Xxxxx Daglioglu President and Director

Confirmed, accepted and agreed to: XXXXXX XXXXXXX XXXXX XXXXXX LLC
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
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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