SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
      This Second Amended and Restated Agreement of Limited
Partnership, dated as of June 1, 2009, by and between
Demeter Management LLC, a Delaware limited liability company
(the "General Partner"), and the other parties who shall
execute this Agreement, whether in counterpart, by separate
instrument, or otherwise, as limited partners (collectively
"Limited Partners"; the General Partner and Limited Partners
may be collectively referred to herein as "Partners"). This
Agreement replaces the agreement executed on October 31,
2008 in its entirety. 
W I T N E S S E T H:
      WHEREAS, the parties hereto desire to form a limited
partnership for the purpose of speculative trading in
futures, forwards and options;
      WHEREAS, the parties amended and restated the original
limited partnership agreement executed on February 22, 2007
in its entirety due to the registration of the units of the
Partnership under the Securities Exchange Act of 1934, as
amended, on October 31, 2008;
      WHEREAS, the parties now desire to amend and restated
the First Amended and Restated Limited Partnership Agreement
executed on October 31, 2008, in order to reflect the
conversion of the General Partner to a limited liability
company;
      NOW, THEREFORE, the parties hereto hereby agree as
follows:
1.    Formation; Name
      The parties hereto formed a limited partnership under
the Delaware Revised Uniform Limited Partnership Act, as
amended and in effect on February 22, 2007 (the "Act"). The
name of the limited partnership is Morgan Stanley Managed
Futures LV, L.P. (the "Partnership"). The General Partner
has executed and filed a Certificate of Limited Partnership
of the Partnership (the "Certificate of Limited
Partnership") in accordance with the Act, and shall execute,
file, record and publish as appropriate such amendments,
assumed name certificates, and other documents as are or
become necessary or advisable in connection with the
operation of the Partnership, as determined by the General
Partner, and shall take all steps which the General Partner
shall deem necessary or advisable to allow the Partnership
to conduct business as a limited partnership where the
Partnership conducts business in any jurisdiction, and to
<page> otherwise provide that Limited Partners will have
limited liability with respect to the activities of the
Partnership in all such jurisdictions, and to comply with
the laws of any such jurisdiction. Each Limited Partner
hereby undertakes to furnish to the General Partner a power
of attorney and such additional information as the General
Partner may request to complete such documents and to
execute and cooperate in the filing, recording, or
publishing of such documents at the request of the General
Partner.
2.    Office
      The principal office of the Partnership shall be c/o
Demeter Management LLC, 522 Fifth Avenue, 13th Floor, New
York, New York 10036, or such other place as the General
Partner may designate from time to time.
      The address of the principal office of the Partnership
in the State of Delaware is c/o The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, and the name
and address of the registered agent for service of process
on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware
19801.
     
3.    Business
      The Partnership is formed to engage in any lawful act
or activity for which limited partnerships may be organized
under the Act, including, but not limited to, directly or
indirectly through a commodity trading advisor, trading,
buying, selling, spreading, or otherwise acquiring, holding,
or disposing of commodities (including, but not limited to,
foreign currencies, mortgage-backed securities, money market
instruments, financial instruments, and any other securities
or items which are now, or may hereafter be, the subject of
futures contract trading), domestic and foreign commodity
futures contracts, forward contracts, commodity forward
contracts, foreign exchange commitments, options on physical
commodities and on futures contracts, spot (cash)
commodities and currencies, exchange of futures contracts
for physicals transactions, exchange of physicals for
futures contracts transactions, and any rights pertaining
thereto (hereinafter referred to collectively as "futures
interests;" provided, however, such definition shall exclude
exchange securities futures products as defined by the
Commodity Futures Trading Commission (?CFTC?), options in
securities futures and options in equities) and securities
(such as United States Treasury securities) approved by the
<page> CFTC for investment of customer funds and other
securities on a limited basis, and to engage in all
activities incident thereto. The Partnership may pursue this
objective in any lawful manner consistent with the
Partnership's trading policies. The Partnership may engage
in the foregoing activities through any lawful transaction
or any lawful activity into which a limited partnership may
enter or in which a limited partnership may engage under the
laws of the State of Delaware; including, but not limited
to, through an investment of all or a portion of its assets
in multiple trading companies (the "Trading Companies")
(provided that such transactions or activities do not
subject the Limited Partners to any liability in excess of
the limited liability provided for herein and contemplated
by the Act.)
4.    Term; Dissolution; Fiscal Year
      (a)   Term.  The term of the Partnership commenced upon
the filing of the Certificate of Limited Partnership in the
Office of the Secretary of State of the State of Delaware
and shall end upon the first to occur of the following: (i)
receipt by the General Partner of a notice setting forth an
election to terminate and dissolve the Partnership at a
specified time by Limited Partners holding not less than a
Majority of Units, with or without cause, which notice shall
be sent by registered mail to the General Partner not less
than 90 days prior to the effective date of such termination
and dissolution; (ii) the withdrawal, insolvency,
bankruptcy, dissolution or liquidation of the General
Partner (unless a new general partner is elected by a vote
of the Limited Partners owning more than 50% of the Units
then outstanding, and such new general partner shall have
elected to continue the business of the Partnership, which
any new general partner shall have the right to do); (iii)
the occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued; or (iv) a
determination by the General Partner upon 60 days' notice to
the Limited Partners to terminate the Partnership.  A
?Majority of Units? shall mean the Limited Partners,
excluding any Affiliates (as defined in Section 13(c)) of
the General Partner, that at the time in question have Net
Asset Value in their capital accounts aggregating in excess
of 50% of all Net Asset Value of the Limited Partners,
excluding any Affiliates of the General Partner.
      (b)   Dissolution.  Upon the occurrence of an event
causing the termination of the Partnership, the Partnership
shall terminate and be dissolved. Dissolution, payment of
creditors, and distribution of the Partnership's Net Asset
Value (as defined in Section 6(d)(1)) shall be effected as
soon as practicable in accordance with the Act, except that
the General Partner and each Limited Partner (and any <page>
assignee) shall share in the assets of the Partnership pro
rata in accordance with such Partner's respective capital
account, less any amount owing by such Partner (or assignee)
to the Partnership. The General Partner shall, at its
option, be entitled to supervise the liquidation of the
Partnership. Nothing contained in this Agreement shall
impair, restrict, or limit the rights and powers of the
Partners under the laws of the State of Delaware and any
other jurisdiction in which the Partnership shall be
conducting business to reform and reconstitute themselves as
a limited partnership following dissolution of the
Partnership, either under provisions identical to those set
forth herein or any others that they deem appropriate.
      (c)   Fiscal Year.  The fiscal year of the Partnership
shall begin on January 1st of each year and end on December
31st of such year (each a ?Fiscal Year?).  The Fiscal Year
in which the Partnership shall terminate shall begin on
January 1 and end on the date of termination of the
Partnership.
     
     
5.    Capital Contributions and Offering of Units of Limited
Partnership Interest
      The General Partner is herewith contributing $1,000 to
the Partnership for which it is receiving one Unit of
General Partnership Interest (a "Unit of General Partnership
Interest"). On or about the commencement of trading by the
Partnership or any Trading Company or at such other time
determined by the General Partner in its sole discretion,
the General Partner shall contribute to the Partnership such
additional amount in cash as determined by it in its sole
discretion and in accordance with the terms of the
Confidential Private Placement Memorandum and Disclosure
Document of the Partnership, as amended and supplemented
from time to time, (the "Memorandum"). Such additional
contribution by the General Partner shall be evidenced by
additional Units of General Partnership Interest on the
books and records of the Partnership. The General Partner,
without notice to or consent of the Limited Partners, may
withdraw any portion of its Units of General Partnership
Interest.  Interests in the Partnership, other than the
Units of General Partnership Interest of the General
Partner, shall be designated as Units of Limited Partnership
Interest (collectively the "Units" or, individually, a
"Unit"), which may be offered in one or more ?Classes? or
Series (as defined below). In connection with the
Partnership's offering of Units, the General Partner, on
behalf of the Partnership, shall: (a) qualify Units for sale
<page> initially and on a continuing basis under the "Blue
Sky" and securities laws of such states of the United States
or other jurisdictions as the General Partner shall deem
advisable; (b) make such arrangements for the offering and
sale of Units as it shall deem appropriate, provided that
the net proceeds to the Partnership of any such sales shall
in no event be less than the Net Asset Value per Unit (as
defined in Section 6(d)(3)) at the time of the sale; and (c)
take such action with respect to the matters described in
clauses (a) and (b) as it shall deem advisable or necessary.
      The terms of the offering of the Units, the investor
suitability requirements and the minimum investment for
Partners shall be determined by the General Partner in its
sole discretion. Unless otherwise determined by the General
Partner, Units of each Class initially will be offered at
$1,000 per Unit, and thereafter will be offered on a
continuous basis as of the first day of each month, or on
any other day as determined in the sole discretion of the
General Partner, at the final Net Asset Value per Unit (as
defined in Section 6(d)(3)) as of the last day of the
immediately preceding month (or as such other time as
determined in the sole discretion of the General Partner).
No subscriber for Units shall become a Limited Partner until
his subscription has been accepted by the Partnership and
such Limited Partner has been identified as a Limited
Partner on the books and records of the Partnership. Any
subscription for Units may be accepted or rejected in whole
or in part by the General Partner in its sole discretion. No
certificate evidencing Units shall be issued to any Limited
Partner (although Limited Partners will receive
confirmations of purchase from the General Partner in its
customary form). The General Partner may, without the
consent of the Limited Partners, offer Units in additional
Classes and Series as it may determine in its sole
discretion from time to time. The terms of each Class or
Series of Units may vary in the General Partner?s sole
discretion; including, but not limited to, differences in
the fees and expenses charged to each Class or Series of
Units. The aggregate of all capital contributions to the
Partnership shall be available to the Partnership to carry
on its business and no interest shall be paid by the
Partnership on any such contribution.    
      The General Partner is authorized, without the consent
of the other Limited Partners, to permit any existing
Limited Partner to make an additional capital contribution
upon such terms and conditions as the General Partner, in
its sole discretion shall determine.  The terms and
conditions which any existing Limited Partner may increase
its capital contribution shall be subject to all the
provisions of this Agreement and the Memorandum. Except as
expressly provided for herein or in the Memorandum, no
<page> Partner shall be required to make any additional
contributions to the capital of the Partnership.
     
6.    Allocation of Profits and Losses; Accounting; Other
Matters
      (a)   Capital Accounts.  A capital account shall be
established for each Partner. The initial balance of each
Partner's capital account shall be the amount of a Partner's
initial capital contribution to the Partnership.
      (b)   Monthly Allocations.  As of the close of business
on the last day of each month or at such other time as
otherwise determined by the General Partner (a
"Determination Date") during each Fiscal Year of the
Partnership, the following determinations and allocations
shall be made:
            (1)   The Net Asset Value of the Partnership, the
Net Asset Value of each Class, and the Net Asset Value per
Unit (each as defined in Section 6(d)) shall be determined.
            (2)   Any increase or decrease in Net Asset Value
over those of the immediately preceding Determination Date
(or, in the case of the first Determination Date, the first
closing on the sale of Units), shall then be credited or
charged to the capital account of each Partner in the ratio
that the balance of each account bears to the balance of all
accounts.
            (3)   The amount of any distribution to a Partner,
any amount paid to a Partner on redemption of Units, and any
amount paid to the General Partner upon withdrawal of its
interest in the Partnership shall be charged to that
Partner's capital account.
      (c)   Allocation of Profit and Loss for Federal Income
Tax Purposes.  The Partnership's realized profit or loss
(including the Partnership's pro rata share of any Trading
Company items) shall be allocated among the Partners
pursuant to the following subparagraphs for federal income
tax purposes.  Except to the extent otherwise provided
below, such allocations of profit and loss will be pro rata
from net capital gain or loss and net ordinary income or
loss realized by the Partnership. For United States federal
income tax purposes, a distinction will be made between net
short-term gain or loss and net long-term gain or loss.
            (1)   Items of ordinary income and expense shall be
allocated pro rata among the Partners based on their <page>
respective capital accounts as of the end of each month in
which the items of ordinary income or expense accrued.
            (2)   Net realized capital gain or loss shall be
allocated as follows:
                  (aa)  For the purpose of allocating the
Partnership's net realized capital gain or loss among the
Partners, there shall be established an allocation account
with respect to each outstanding Unit. The initial balance
of each allocation account shall be the amount paid to the
Partnership for the Unit. Allocation accounts shall be
adjusted as of the end of each Fiscal Year and as of the
date a Partner completely redeems his Units as follows:
                  (i)   Each allocation account shall be
increased by the amount of income allocated to the holder of
the Unit pursuant to subparagraph (c)(1) above and
subparagraph (c)(2)(cc) below.
                  (ii)  Each allocation account shall be
decreased by the amount of expense or loss allocated to the
holder of the Unit pursuant to subparagraph (c)(1) above and
subparagraph (c)(2)(ee) below and by the amount of any
distribution the holder of the Unit has received with
respect to the Unit (other than on redemption of the Unit).
                  (iii) When a Unit is redeemed, (y) net
realized capital gain shall first be allocated to each
Partner who has redeemed all his Units up to the excess, if
any, of the amount received upon redemption of his Units
over the allocation account attributable to such Units and
net realized capital loss shall first be allocated to each
Partner who has redeemed all his Units up to the excess, if
any, of the allocation account attributable to such Units
over the amount received upon redemption of his Units in
proportion to each such Partner's excess and (z) the
allocation account with respect to such Unit shall be
eliminated.
                  (bb)  After allocations, if any, pursuant to
subparagraph (c)(2)(aa)(iii), net realized capital gain
shall be allocated first to each Partner who has partially
redeemed his Units during the Fiscal Year up to the excess,
if any, of the amount received upon redemption of the Units
over the allocation account attributable to the redeemed
Units in proportion to each such Partner's excess.
                  (cc)  Net realized capital gain remaining
after the allocation thereof pursuant to subparagraph
(c)(2)(bb) above shall be allocated next among all Partners
whose capital accounts are in excess of their Units'
allocation accounts (after the adjustments in subparagraph
<page> (c)(2)(bb) above) in the ratio that each such
Partner's excess bears to all such Partners' excesses. In
the event that gain to be allocated pursuant to this
subparagraph (c)(2)(cc) is greater than the excess of all
such Partners' capital accounts over all such allocation
accounts, the excess will be allocated among all Partners in
the ratio that each Partner's capital account bears to all
Partners' capital accounts.
                  (dd)  After allocations, if any, pursuant to
subparagraph (c)(2)(aa)(iii), net realized capital loss
shall be allocated first to each Partner who has partially
redeemed his Units during the Fiscal Year up to the excess,
if any, of the allocation account attributable to the
redeemed Units over the amount received upon redemption of
the Units in proportion to each such Partner's excess.
                  (ee)  Net realized capital loss remaining
after the allocation thereof pursuant to subparagraph
(c)(2)(dd) above shall be allocated next among all Partners
whose Units' allocation accounts are in excess of their
capital accounts (after the adjustments in subparagraph
(c)(2)(dd) above) in the ratio that each such Partner's
excess bears to all such Partners' excesses. In the event
that loss to be allocated pursuant to this subparagraph
(c)(2)(ee) is greater than the excess of all such allocation
accounts over all such Partners' capital accounts, the
excess loss will be allocated among all Partners in the
ratio that each Partner's capital account bears to all
Partners' capital accounts.
            (3)   The tax allocations prescribed by this
Section 6(c) shall be made to each holder of a Unit whether
or not the holder is a Substituted Limited Partner (as
defined below). In the event that a Unit has been
transferred, sold, pledged or assigned pursuant to Section
9(a), the allocations prescribed by this Section 6(c) shall
be made with respect to such Unit without regard to the
transfer, sale, pledge or assignment, except that in the
year of transfer, sale, pledge or assignment the allocations
prescribed by this Section 6(c) shall be divided between the
transferor, purchaser, pledgor or assignor and the assignee
based on the number of months each held the assigned Unit.
For purposes of this Section 6(c), tax allocations shall be
made to the General Partner's General Partnership Interest
on a Unit equivalent basis.
            (4)   The allocation of profit and loss for federal
income tax purposes set forth herein is intended to allocate
taxable profits and loss among Partners generally in the
ratio and to the extent that increases or decreases in Net
Asset Value are allocated to such Partners under Section
6(b) hereof so as to eliminate, to the extent possible, any
<page> disparity between a Partner's capital account and his
allocation account with respect to each Unit then
outstanding, consistent with the principles set forth in
Section 704(b) and Section 704(c) of the Internal Revenue
Code of 1986, as amended (the "Code").
            (5)   For purposes of this Section 6(c), "capital
gain" or "capital loss" shall mean gain or loss
characterized as gain or loss from the sale or exchange of a
capital asset by the Code, including, but not limited to,
gain or loss required to be taken into account pursuant to
Sections 988 and 1256 thereof.
            (6)   The allocations of increases and decreases in
Net Asset Value and of profit and loss for federal income
tax purposes to the Partners in respect of the Units shall
not exceed the allocations permitted under Subchapter K of
the Code, as determined by the General Partner, whose
determination shall be binding. For purposes of this Section
6(c), unless specified to the contrary, Units redeemed as of
the beginning of any month shall be considered outstanding
as of the beginning of such month.
            (7)   The General Partner may adjust the
allocations set forth in Section 6(c), in the General
Partner's discretion, if the General Partner believes that
doing so will achieve more equitable allocations or
allocations more consistent with the Code.

      (d)   Definitions; Accounting.
            (1)   Net Asset Value.  The Partnership's "Net
Asset Value" shall mean the total assets of the Partnership
(including, but not limited to, its investment in the
Trading Companies, all cash and cash equivalents, accrued
interest and amortization of original issue discount, and
the market value of all open futures interest contract
positions and other assets of the Partnership) less all
liabilities of the Partnership (including, but not limited
to, its pro rata share of Trading Company liabilities,
including brokerage commissions that would be payable upon
the closing of open futures interest contract positions,
management fees, incentive fees, selling commissions,
administrative fees, other fees, and extraordinary expenses,
as described herein and in the Memorandum) determined in
accordance with United States generally accepted accounting
principles consistently applied under the accrual basis of
accounting (?GAAP?) (except as otherwise described in the
Memorandum).  Net Asset Value may be determined on a per
Class basis as determined by the General Partner. 
Appropriate reserves may be created, accrued, and charged
<page> against Net Asset Value by the General Partner for
contingent liabilities, in if any, as of the date any such
contingent liability becomes known to the General Partner.
            (2)   Net Asset Value of a Class.  The ?Net Asset
Value of a Class? shall mean the Net Asset Value allocated
to capital accounts represented by Units of Limited
Partnerships Interests divided by the aggregate number of
Units of such Class.
            (3)   Net Asset Value per Unit.  The "Net Asset
Value per Unit" shall mean the Net Asset Value allocated to
capital accounts represented by Units of Limited Partnership
Interest of a Class divided by the aggregate number of Units
of Limited Partnership Interest of such Class.
      (e)   Expenses and Limitations Thereof. The Partnership
shall pay the General Partner a monthly administration fee
equal to 1/12th of 1.0% (a 1.0% annual rate) of the Net
Asset Value of each Class at the beginning of each month
(the ?General Partner?s Fee?).  Except as expressly provided
for herein, the General Partner may modify or waive in whole
or in part the General Partner?s Fee for any Class of Units. 
The Partnership will also be obligated to pay any
extraordinary expenses (determined in accordance with GAAP)
it may incur.  After the initial closing and after each
subsequent closing, substantially all of the Partnership's
assets will be delivered to Morgan Stanley & Co.
Incorporated ("MS & Co."), invested in the Trading Companies
and/or deposited in separate commodity trading accounts at
MS & Co. and/or its affiliates. MS & Co. and/or its
affiliates may hold Partnership assets in non-interest
bearing accounts (from which MS & Co. and its affiliates may
derive compensating balance benefits, subject to the limits
described herein) or, in the alternative, may invest
Partnership assets in securities approved by the CFTC for
investment of customer funds. In either case the Partnership
will receive the interest accrued as set forth in the
Memorandum.
      (f)   Limited Liability of Limited Partners. Each Unit,
when purchased by a Limited Partner in accordance with the
terms of this Agreement, shall be fully paid and
nonassessable. No Limited Partner shall be liable for the
Partnership's obligations in excess of such Partner's
unredeemed capital contribution, undistributed profits, if
any, and any distributions and amounts received upon
redemption of Units, together with interest thereon. The
Partnership shall not make a claim against a Limited Partner
with respect to such amounts distributed to such Partner or
amounts received by such Partner upon redemption of Units
unless the Net Asset Value of the Partnership (which shall
not include any right of contribution from the General
<page> Partner except to the extent previously made by it
pursuant to this Agreement) shall be insufficient to
discharge the liabilities of the Partnership which shall
have arisen prior to the payment of such amount.
      (g)   Return of Limited Partner's Capital Contribution. 
Except to the extent that a Limited Partner shall have the
right to withdraw capital through redemption of Units in
accordance with the terms of Section 9(b) hereof, no Limited
Partner shall have any right to demand the return of his
capital contribution, or any profits added thereto, except
upon termination and dissolution of the Partnership. In no
event shall a Limited Partner be entitled to demand or
receive from the Partnership property other than cash.
      (h)   Distributions. The General Partner shall have sole
discretion in determining what distributions (other than on
redemption of Units), if any, the Partnership will make to
its Partners. If made, all distributions shall be pro rata
in accordance with the respective capital accounts of the
Partners and may be made by credit to a Limited Partner's
account with MS & Co., or an affiliate thereof.  The General
Partner may, but shall not have any obligation to,
distribute assets in-kind at any time or for any reason.
      (i)   Separate Series.  The General Partner may
establish any number of designated series of Units (each a
?Series?) having separate rights, powers or duties with
respect to specified property or obligations of the
Partnership or profits and losses associated with specified
property or obligations, and any such Series may have a
separate business purpose or investment objective. The
Partnership shall maintain separate and distinct records for
any such Series and the assets associated with such Series
shall be held directly or indirectly, including through a
nominee or otherwise) and accounted for separately from the
assets of any other Series.  The debts, liabilities and
obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular Series shall
be enforceable against the assets of such Series only, and
not against the assets of the Partnership generally or any
other Series, and none of the debts liabilities, obligations
and expenses incurred, contracted for or otherwise existing
with respect to the Partnership generally or any other
Series shall be enforceable against the assets of such
Series.
7.    Management Policies
      (a)   Management of the Partnership.  Except as may be
otherwise specifically provided herein, the General Partner,
to the exclusion of all Limited Partners, shall conduct and
manage the business of the Partnership. No Limited Partner
<page> shall have the power to represent, act for, sign for,
or bind the General Partner or the Partnership. Except as
provided herein, no Partner shall be entitled to any salary,
draw, or other compensation from the Partnership. Each
Limited Partner hereby undertakes to furnish to the General
Partner such additional information as may be reasonably
determined by the General Partner to be required or
appropriate for the Partnership, including, but not limited
to, opening and maintaining an account or accounts with
commodity brokerage firms for the purpose of trading in
futures interest contracts.  No person dealing with the
General Partner shall be required to determine its authority
to make any undertaking on behalf of the Partnership o