Exhibit 10.6
 APPENDIX B  SUBSCRIPTION AGREEMENT
 CGM Account No.: _________
 ______ Please check here if employed by Morgan Stanley Smith Barney LLC or an affiliate.
 ______ Please check here if employed by Citigroup Global Markets Inc. or an affiliate.
 ORION FUTURES FUND L.P.
  Subscription Agreement
 Selling Agent:
 ______ Please check here if Morgan Stanley Smith Barney LLC served as your selling agent.
 ______ Please check here if Citigroup Global Markets Inc. served as your selling agent.




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th th
 Orion Futures Fund L.P.
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
   B-2




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B-3




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exceeding
    Acceptance of Partnership Agreement and Power of Attorney
   B-4




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Indemnification
 Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (i) or (ii) primary basis and
 or and
     B-5




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B-6




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EXECUTION PAGE
 I. For Client Use:
 Subscription Amount:
 Accreditation:
  OR
   Benefit Plan Investor Status:
 New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]:
  OR
  OR
  read and sign
 1. Representation:
 2. Signature:
  B-7




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Signature
    
    SignatureTitle (if applicable)
    
    Title (if applicable)3. Date: _______________
    
    Date: _______________
 Please complete Registration Data on the next page.
 II. Branch Manager Approval:
   III. For General Partners Use:
 ACCEPTED:
CERES MANAGED
FUTURES LLCBy:Name:Title: B-8




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Registration Data
 Name of Limited Partner
    
    Name of Joint Limited Partner (if any)(Please Print)
    
    (Please Print)(See Note 1 Below)Residence Street Address
    
    Mail Address (if different(See Note 2 Below)
    
    than Residence Address)City          State          Zip Code
    
    City          State          Zip CodeSocial Security or
Federal Employer I.D.
Number
    
    If Joint Ownership, check one:o Joint Tenants with right toCGM Account Number
    
    Survivorship (all parties must sign)Note 1: If subscriber is an ERISA
plan or account, please so indicate
(e.g.: XYZ Co. Pension Plan, Dr.
A Keogh Account, Mr. B IRA Account).
    
    o Tenants in Commono Community PropertyIf Fiduciary or Corporation, check one:Note 2: The address given above must
be the residence address of the Limited
Partner. Post Office boxes and other
nominee addresses will not be accepted.
    
    o Trust o Partnershipo Corporation
  For Branch Use  FA Instructions:
 Enter a ticket for purchase amount using security #8955620 and route through IOI.
 B-9




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EXHIBIT I
          B-10




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EXHIBIT II
Prospective Purchaser Questionnaire
  
 
   Stocks
    
    
    
    Limited Partnership Interests:Bonds
    
    
    
    Real EstateMutual Funds
    
    
    
    Oil and GasCommodities
    
    
    
    EquipmentOptions
    
    
    
    Other (specify)
   must
   B-11




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B-12




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EXHIBIT II-1
 Questionnaire for Purchaser Representatives
 
  (THE INVESTOR).(Fill in name of investor)
   th th
    B-13




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Name of Purchaser Representative:Name of Represented Investor:Your Business Address:Your Occupation:Your Bus. Tel. No.:
      ONE HIGHEST PLEASE DESCRIBE IN DETAIL
 B-14




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PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST DATES OF
ATTENDANCE AND NAMES OF SCHOOLS
      B-15




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i.e.
  NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH ADDITIONAL
PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN ACKNOWLEDGED BY THE INVESTOR TO
BE HIS PURCHASER REPRESENTATIVE.
     1
 
 1
    
    The term affiliate of a person means a person
that directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with such person. B-16




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i.e
   NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTORS PURCHASE OF UNITS
CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A MATERIAL RELATIONSHIP.
  in writing
      B-17




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(Signature)(Print Name)
 B-18




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EXHIBIT III
 
 NEW YORK STATE LIMITED POWER OF ATTORNEY
 THIS DOCUMENT MUST BE NOTARIZED
  Subscriber section (to be completed by the Subscriber and notarized)
  B-19




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B-20




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STATE OF NEW YORK
    
    
    ))
    
    
    ss.:COUNTY OF _________
    
    
    )
  Notary Public
 General Partner section (to be completed by the General Partner and notarized)
    STATE OF NEW YORK
    
    
    ))
    
    
    ss.:COUNTY OF _________
    
    
    )
  Notary Public
 B-21




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NEW YORK LIMITED POWER OF ATTORNEY
CAUTIONARY LEGENDS
 The following disclosure is required to be included verbatim in all powers of attorney subject
to Title 15 of Article 5 of the New York State General Obligations Law:
          B-22




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B-23