EX-10.14(b)



 Exhibit 10.14(b) 

AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT 

This AMENDMENT NO. 2 (the “Amendment) dated effective as of January 1, 2015 to the ADVISORY AGREEMENT made as of the 1st day of
April, 2008, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY BORONIA I, LLC (formerly Morgan Stanley Managed Futures GMF
I, LLC), a Delaware limited liability company (the “Trading Company”) and BORONIA CAPITAL PTY LTD. (formerly Grinham Managed Funds Pty. Ltd.), a New South Wales, Australia proprietary limited company (the “Trading Advisor”), as
amended by that certain Amendment No. 1 to the Advisory Agreement dated as of January 1, 2013 (the “First Amendment”) among the Trading Manager, the Trading Company and the Trading Advisor (as so amended, the “Advisory
Agreement”). 
 W I T N E S S E T H: 

WHEREAS, the Trading Manager, the Trading Company and the Trading Advisor wish to amend the Advisory Agreement to decrease the Trading
Advisor’s management fee compensation. 
 NOW, therefore, the parties agree as follows: 

 

	 	1.	Interpretation 

 Capitalized and other defined terms used in this Amendment and not
otherwise expressly defined herein shall have the same respective meanings as set forth in the Agreement. In the event of any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail. 

 

	 	2.	Amendment 

 Section 5(a)(i) of the Advisory Agreement and the table added by the
First Amendment shall be deleted in their entirety and replaced by the following: 
 “The Trading Company shall pay the Trading Advisor
a monthly management fee equal to 1/12 of 1.5% (a 1.5% annual rate) of the Net Assets (as defined in Section 5(c) hereof) as of the first day of each month (the “Management Fee”). The Management Fee is payable in arrears within 30
calendar days of the end of the month for which it was calculated. For purposes of this Agreement, “Business Day” shall mean any day on which the securities markets are open in the United States.” 

 

	 	3.	Full Force and Effect 

 Except as otherwise provided in this Amendment, the Advisory
Agreement remains unchanged and in full force and effect. 








	 	4.	Counterparts; Valid Agreement 

 This Amendment may be executed in one or more
counterparts, each of which when so executed and delivered shall be deemed an original amendment agreement, and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered either in hard copy
originals or in scanned copies which, in either case, shall constitute a valid amendment agreement. 
  

	 	5.	Governing Law 

 This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York. 
 IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and
year first above written. 
  

			
	CERES MANAGED FUTURES LLC
		
	By 		 /s/ Patrick T. Egan

			Patrick T. Egan
			President & Director
	
	MORGAN STANLEY SMITH BARNEY BORONIA I, LLC
		
	By:		Ceres Managed Futures LLC
			(Trading Manager)
		
	By 		 /s/ Patrick T. Egan

			Patrick T. Egan
			President & Director
	
	BORONIA CAPITAL PTY LTD.
		
	By 		 /s/ Angus Grinham

			Angus Grinham
			Director



  
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