0001193125-08-043582 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • February 29th, 2008 • Morgan Stanley Managed Futures LV, L.P. • New York

This advisory agreement (the “Agreement”), made as of Apri1 30 2007 among Morgan Stanley Managed Futures Transtrend II, LLC, a Delaware limited liability company (the “Trading Company”), Demeter Management Corporation, a Delaware corporation (the “Trading Manager”), and Transtrend B.V., a Dutch limited liability company (the “Trading Advisor”).

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NAME OF TRADING COMPANY] Form of OPERATING AGREEMENT dated as of [Date of Formation], 2007
Operating Agreement • February 29th, 2008 • Morgan Stanley Managed Futures LV, L.P. • New York

THIS OPERATING AGREEMENT (this “Agreement”), dated as of [Date of Formation], 2007, by and between each of the parties listed on Schedule I attached hereto (collectively, the “Members”), and Demeter Management Corporation, a Delaware corporation (“Demeter” or the “Trading Manager”), shall govern [Name of Trading Company] (the “Company”).

Contract
Brokerage Agreement • February 29th, 2008 • Morgan Stanley Managed Futures LV, L.P. • New York

This Amendment dated as of November 29, 2007, supplements, forms part of, and is subject in all respects to, that Customer FX Prime Brokerage Agreement dated as of November 27, 2007 (the “Agreement”), as amended from time to time, by and between Morgan Stanley and Customer. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.

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