April 7, 2014 Morgan Stanley Smith Barney LLC

EXHIBIT 10.10(b)

April 7, 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 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.

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 April 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

Diversified Multi-Advisor

Futures Fund L.P. II

   New York; May 10, 1994    October 1, 2013

 

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SCHEDULE 2

 

PARTNERSHIP    ONGOING SELLING AGENT FEE

 

Diversified Multi-Advisor Futures Fund

L.P. II

   3.00% per year of the adjusted net assets of the Partnership (computed monthly by multiplying the adjusted net assets of the Partnership by 3.00% and dividing the result thereof by 12)1

 

1  Adjusted net assets are month-end Net Assets increased by that month’s ongoing selling agent fee, management fee, profit share allocation accrual, the general partner’s administrative fee and other expenses and any redemptions or distributions as of the end of such month.

 

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