UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to__________________

Commission File Number: 000-53114

	MORGAN STANLEY MANAGED FUTURES LV, L.P.

	(Exact name of registrant as specified in its charter)

		Delaware						      20-8529012
(State or other jurisdiction of		      	  (I.R.S. Employer
incorporation or organization)			       Identification No.)

Demeter Management LLC
522 Fifth Avenue, 13th Floor
New York, NY	 						 	    10036
(Address of principal executive offices)	  	      (Zip Code)

Registrant's telephone number, including area code	    (212) 296-1999




(Former name, former address and former fiscal year, if changed since
last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes     X      	No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (?232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).

Yes            	No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of ?large accelerated filer?,
?accelerated filer? and ?smaller reporting company ? in Rule 12b-2 of the
Exchange Act.

Large accelerated filer        		Accelerated filer
Non-accelerated filer   X   		Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes___  No X



<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2009

<caption>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

				<c>
		Statements of Financial Condition as of June 30, 2009
 		and December 31, 2008	2

		Statements of Operations for the Three and Six Months
Ended June 30, 2009 and 2008	3

		Statements of Changes in Partners? Capital for the
		Six Months Ended June 30, 2009 and 2008.....................	4

		Statements of Cash Flows for the Six Months Ended
		June 30, 2009 and 2008	5

		Notes to Financial Statements	6-21

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations	22-35

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk	35-51

Item 4T.	Controls and Procedures	52


PART II. OTHER INFORMATION

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and
        Use of Proceeds	53

Item 6.	Exhibits	53-54

</table>


<page> <table> PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

<caption>

	  June 30,	                     December 31,
          	      2009   	                      2008
	 $ 	                          $

ASSETS

	<c>	<c>
Investments in Affiliated Trading Companies:
	Investment in Kaiser I, LLC	14,065,807	                                7,441,619
	Investment in Transtrend II, LLC	   12,502,940	                                6,658,448
	Investment in DKR I, LLC	9,377,205	                                6,658,448
	Investment in Strategic L.L.C.	  9,377,205	                                4,489,472
	Investment in Rotella I, LLC	9,377,204	                                       ?
	Investment in Chesapeake I, LLC	     7,814,337	                                5,826,142

	     Total Investments in Affiliated Trading Companies
            (cost $61,144,007 and $27,747,188, respectively)              62,514,698	                              31,074,129
   Subscriptions receivable                                 5,403,283                   	                      ?
	Receivable from Affiliated Trading Companies                                ?	          	                             2,540,032

	     Total Assets	   67,917,981	                               33,614,161

LIABILITIES

	Payable to Affiliated Trading Companies	4,825,723		     ?
	Redemptions payable	      427,437 	                                1,244,106

	     Total Liabilities	    5,253,160	                                 1,244,106

PARTNERS? CAPITAL

	Class A (28,246.926 and 15,963.975 Units, respectively)	30,146,285 	                             17,878,869
	Class B (6,296.917 and 4,282.849 Units, respectively)	6,784,865	                                4,830,459
	Class C (11,589.491 and 8,219.736 Units, respectively)	12,607,466	                                9,336,195
	Class D (11,394.809 Units)	12,453,127	?
	Class Z (607.027 and 281.733 Units, respectively)	       673,078	                                   324,532

	     Total Partners? Capital	    62,664,821 	                            32,370,055

	     Total Liabilities and Partners? Capital	   67,917,981	                             33,614,161

NET ASSET VALUE PER UNIT

	Class A	1,067.24	                                1,119.95
	Class B	1,077.49	                                1,127.86
	Class C	1,087.84	                                1,135.83
	Class D	1,092.88	n/a
	Class Z	1,108.81	                                1,151.91

<fn>

The accompanying notes are an integral part
of these financial statements.  </table>


<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<caption>
	       For the Three Months	          For the Six Months
                           Ended June 30,                                Ended June 30,

                                  2009             2008    	    2009   	       2008
                                         $	                 $	     $	   $

	<c>	<c>			<c>			<c>
EXPENSES
	Placement agent fees	190,097	73,762	330,784	                 131,977
	General partner fees	128,907	   45,214	        215,832		81,139
	Administrative fees	     51,563	          18,085	     86,333		        32,456

	   Total Expenses 	                                                 370,567	        137,061	   632,949		       245,572

NET INVESTMENT LOSS 	     (370,567)	       (137,061)	   (632,949)		       (245,572)

REALIZED/ UNREALIZED CHANGE IN
 APPRECIATION (DEPRECIATION) ON
 INVESTMENTS
Trading profit (loss):
	Realized	645,159	36,281	 645,159                 (29,024)
	Net change in unrealized appreciation
	 (depreciation) on investments	    (1,287,332)	      1,091,207	   (1,956,250)		    1,699,728

		   Total Trading Results	       (642,173)	      1,127,488	   (1,311,091)		    1,670,704

NET INCOME (LOSS)                                  	        (1,012,740)	              990,427	   (1,944,040)		    1,425,132

NET INCOME (LOSS) ALLOCATION:

	Class A	(528,175)	551,543	(1,062,815)		774,380
    	Class B	(127,656)	157,347 	(250,401)		220,200
	Class C	(225,229)	270,965	(449,141)		414,593
	Class D	(123,204)	?   	(165,229)		?
    	Class Z	(8,476)	10,572 	(16,454)		15,959

NET INCOME (LOSS) PER UNIT:

	Class A               (22.28)                   55.08                    (51.60)                 85.06
    	Class B              (22.69)                   56.61                    (49.36)	                 87.94
	Class C             (20.93)                   58.15                    (47.47)                 90.83
	Class D            (14.99)                      ?                       (25.12)                   ?
	Class Z             (17.23)                   61.26                    (41.66)                 96.68

			                                                                  Units     	                Units	Units	    	        Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING

	Class A            23,701.385             9,786.488            20,595.353            8,873.690
    	Class B              5,626.880             2,725.347              5,072.478	            2,306.424
	Class C             10,760.311             4,631.126              9,461.409	            4,348.696
	Class D              8,218.174                      ?                  6,576.912                    ?
	Class Z                  492.071              165.281                 394.925               150.606
<fn>
The accompanying notes are an integral part
of these financial statements. </table>


<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Six Months Ended June 30, 2009
and 2008  (Unaudited)

                                                        <caption>

                         Class A         Class B	     Class C	Class D             Class Z         Total
                                  $                   $	                     $	                     $                      $

                           <c>           <c>                   <c>                  <c>                <c>                   <c>
Partners? Capital,
  December 31, 2007               6,560,236	1,327,960 	      3,364,766             ? 	   	111,559 	   11,364,521

Subscriptions                           4,303,790     	 1,515,937	       1,323,236             ?		 64,942 	     7,207,905

Net Income                                 774,380         220,200          414,593             ?		15,959 	     1,425,132

Redemptions       (328,657)            ?          (566,222)          ?                  ?        	       (894,879)

Partners? Capital,
   June 30, 2008                     11,309,749     3,064,097	       4,536,373	             ?    	   192,460 	    19,102,679


Partners? Capital,
   December 31, 2008            17,878,869	     4,830,459	       9,336,195            ?     	  324,532 	    32,370,055

Subscriptions                         15,558,407    	 3,116,442	       7,385,319      12,618,356       365,000 	    39,043,524

Net Loss                                 (1,062,815)     (250,401)        (449,141)         (165,229)	(16,454) 	    (1,944,040)

Redemptions                          (2,228,176)     (911,635)    (3,664,907)          ?                  ?        	     (6,804,718)

Partners? Capital,
   June 30, 2009                     30,146,285     6,784,865	     12,607,466     12,453,127	   673,078 	    62,664,821


                          Class A         Class B	     Class C	Class D             Class Z               Total
                          Units             Units             Units               Units                 Units	                 Units
Beginning Units,
  December 31, 2007              6,516.111       1,316.286       3,328.248            ?              109.890 	   11,270.535

Subscriptions                          4,153.436       1,477.369       1,302.878            ?               63.207 	     6,996.890

Redemptions       (310.995)           ?            (513.906)         ?                  ?                (824.901)

Ending Units,
   June 30, 2008                    10,358.552       2,793.655      4,117.220	           ?               173.097 	    17,442.524

Beginning Units,
  December 31, 2008            15,963.975       4,282.849      8,219.736             ?              281.733 	   28,748.293

Subscriptions                        14,312.258       2,829.888      6,632.316      11,394.809       325.294	   35,494.565

Redemptions                         (2,029.307)       (815.820)   (3,262.561)            ?                ?            (6,107.688)

Ending Units,
   June 30, 2009                    28,246.926       6,296.917    11,589.491	      11,394.809       607.027 	   58,135.170
<fn>
The accompanying notes are an integral part
of these financial statements. </table>
<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

<caption>

	                                        For the Six Months Ended June 30,

                                                      2009                        2008
	                                        $	                              $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>		<c>
Net income (loss)                                   (1,944,040)                 1,425,132
Adjustments to reconcile net income (loss):
	Purchases of Investments in Affiliated Trading Companies   	                   (38,221,173)              (12,259,983)
	Proceeds from sale of Investments in Affiliated Trading Companies           5,469,513                  5,853,413
	Realized                                                                                      (645,159)                  29,024
 	Net change in unrealized (appreciation) depreciation
         on investments                                    1,956,250                 (1,699,728)

Decrease in operating assets:
	Receivable from Affiliated Trading Companies                                           2,540,032	  	        	   ?

Increase in operating liabilities:
	Payable to Affiliated Trading Companies                                                     4,825,723	        	   ?

Net cash used for operating activities                                        (26,018,854)                (6,652,142)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units                                       33,640,241                  7,207,905
Cash paid for redemptions of Units	                            (7,621,387)                  (555,763)

Net cash provided by financing activities	                          26,018,854                  6,652,142

Net change in cash	                                                                        ?                                   ?
Cash at beginning of period	                                ?                            	   ?
Cash at end of period                                                           ?                                ?


<fn>









The accompanying notes are an integral part
of these financial statements. </table>


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the financial condition and results of operations
of Morgan Stanley Managed Futures LV, L.P. (?Profile LV? or the
"Partnership").  The financial statements and condensed notes
herein should be read in conjunction with the Partnership?s
December 31, 2008, Annual Report on Form 10-K/A.

1.  Organization
Morgan Stanley Managed Futures LV, L.P. was formed on February 22,
2007, under the Delaware Revised Uniform Limited Partnership Act,
as a multi-advisor commodity pool created to profit from the
speculative trading of domestic and foreign futures contracts,
forward contracts, foreign exchange commitments, options on
physical commodities and futures contracts, spot (cash)
commodities and currencies, exchange of futures contracts on
physicals transactions and futures contracts transactions, and any
rights pertaining thereto (collectively, ?Futures Interests?)
through its investments in affiliated trading companies (each a
?Trading Company?, or collectively the ?Trading Companies?).
Profile LV is one of the partnerships in the Morgan Stanley
Managed Futures Profile Series, comprised of the Profile LV,




<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Morgan Stanley Managed Futures MV, L.P., and Morgan Stanley
Managed Futures HV, L.P. (collectively, the ?Profile Series?).

The Partnership allocates substantially all of its assets to
multiple affiliated Trading Companies, each of which allocates
substantially all of its assets to the trading program of an
unaffiliated commodity trading advisor which makes investment
decisions for each respective Trading Company.

The Partnership commenced trading operations on August 1, 2007, in
accordance with the terms of its Limited Partnership Agreement.
The primary commodity broker for each Trading Company is Morgan
Stanley & Co. Incorporated (?MS&Co.?), except that Morgan Stanley
Managed Futures Kaiser I, LLC (?Kaiser I?), uses Newedge Financial
Inc. (?Newedge?) as its primary commodity broker.  Morgan Stanley
& Co. International plc (?MSIP?) acts as each Trading Company?s
commodity broker to the extent it trades on the London Metal
Exchange (except Kaiser I, uses Newedge) (collectively, MS&Co.,
MSIP, and Newedge are referred to as the ?Commodity Brokers?).
Each Trading Company?s over-the-counter foreign exchange spot,
options, and forward contract counterparty is either MS&Co. or
Morgan Stanley Capital Group Inc. (?MSCG?) to the extent a Trading
Company trades options on over-the-counter foreign currency
forward contracts (except that Newedge serves in such capacity
with respect to Kaiser I).


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The financial statements of the Partnership have been prepared
using the ?Fund of Funds? approach and accordingly all revenue and
expense information from the Trading Companies is reflected as a
net change in unrealized appreciation on investments on the
Statements of Operations.  The Partnership maintains sufficient
cash balances on hand to satisfy ongoing operating expenses for
the Partnership.  The Trading Companies and their trading advisors
(each individually, a ?Trading Advisor?, or collectively, the
?Trading Advisors?) for the Partnership at June 30, 2009, are as
follows:
<table> <caption>
Trading Company						Trading Advisor

									<c>
Morgan Stanley Managed Futures Chesapeake I, LLC
   (?Chesapeake I, LLC?)						Chesapeake Capital Corporation
Morgan Stanley Managed Futures DKR I, LLC
  (?DKR I, LLC?)							DKR Fusion Management L.P.
Morgan Stanley Managed Futures Kaiser I, LLC
  (?Kaiser I, LLC?)						Kaiser Trading Group Pty. Ltd.
MSSB Managed Futures Rotella I, LLC
  (?Rotella I, LLC?)						Rotella Capital Management, Inc.
Morgan Stanley Strategic Alternatives, L.L.C.
  (?Strategic L.L.C.?)						Bridgewater Associates, Inc.
Morgan Stanley Managed Futures Transtrend II, LLC
  (?Transtrend II, LLC?)						Transtrend B.V.


</table>
Effective June 30, 2009, MSSB Managed Futures Rotella I, LLC was
added as a Trading Company to the Partnership.  Effective July 1,
2009, Rotella Capital Management, Inc. began trading the
Partnership?s assets.

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The general partner of the Partnership and the trading manager of
each Trading Company is Demeter Management LLC (?Demeter?).  On
April 30, 2009, Demeter Management Corporation was converted from
a Delaware corporation to a Delaware limited liability company and
changed its name to Demeter Management LLC.  Demeter may
reallocate the Partnership?s assets to the different Trading
Companies at its sole discretion.

Demeter is a wholly-owned subsidiary of Morgan Stanley Smith
Barney Holdings LLC (?MSSB?), which in turn is majority owned by
Morgan Stanley and minority owned by Citigroup Inc. (?Citigroup?).
MS&Co., MSIP, and MSCG are wholly-owned subsidiaries of Morgan
Stanley.  Prior to June 1, 2009, Demeter was wholly-owned by
Morgan Stanley.

Demeter does not believe that the change in ownership of Demeter
had a material impact on the Partnership?s limited partners.  At
all times Demeter served as the general partner of the Partnership
and it continues to do so.  The change in ownership occurred
pursuant to the transaction in which Morgan Stanley and Citigroup
agreed to combine the Global Wealth Management Group of Morgan
Stanley and the Smith Barney division of Citigroup Global Markets
Inc. into a new joint venture.  The transaction closed on June 1,
2009.

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Units of limited partnership interest (?Units?) of the Partnership
are being offered in four share classes in a private placement
pursuant to Regulation D under the Security Act of 1933, as
amended.  Depending on the aggregate amount invested in the
Partnership, limited partners receive class A, B, C or D Units in
the Partnership (each a ?Class? and collectively the ?Classes?).
Certain limited partners who are not subject to the ongoing
placement agent fee are deemed to hold Class Z Units.   Demeter
received Class Z Units with respect to its investment in the
Partnership.

Demeter is not required to maintain any investment in the
Partnership, and may withdraw any portion of its interest in the
Partnership at any time, as permitted by the Limited Partnership
Agreement.  In addition, Class Z shares are only being offered to
certain individuals affiliated with Morgan Stanley at Demeter?s
sole discretion.  Class Z Units are not subject to paying the
placement agent fee.







<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  Related Party Transactions
The cash held by each Trading Company is on deposit with MS&Co.
and MSIP in futures interest trading accounts to meet margin
requirements as needed.  MS&Co. pays each Trading Company at each
month end interest income on 100% of its average daily funds on
deposit with MS&Co.  Assets deposited with MS&Co. as margin are
credited with interest income at a rate approximately equivalent
to what MS&Co. pays or charges other customers on such assets
deposited as margin.  Assets not deposited as margin with MS&Co.
are credited with interest income at a rate equal to the monthly
average of the 4-week U.S. Treasury bill discount rate less 0.15%
during such month but in no event less than zero.  For purposes of
such interest payments, Net Assets do not include monies owed to
the Trading Company on Futures Interests.

The Partnership pays monthly administrative fees and general
partner fees to Demeter.  The Partnership pays placement agent
fees to MSSB equal to a percentage of beginning net assets
adjusted for additional subscriptions and redemptions.

3.  Income Taxes
No provision for income taxes has been made in the accompanying
financial statements, as limited partners are individually
responsible for reporting income or loss based upon their

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

respective share of the Partnership?s revenues or expenses for
income tax purposes. The Partnership files U.S. federal and state
tax returns.

Financial Accounting Standards Board ("FASB") Interpretation No.
48 "Accounting for Uncertainty in Income Taxes, an interpretation
of FASB Statement No. 109" ("FIN 48"), clarifies the accounting
for uncertainty in income taxes recognized in a Partnership's
financial statements, and prescribes a recognition threshold and
measurement attribute for financial statement recognition and
measurement of a tax position taken or expected to be taken.
Generally the 2007 through 2008 tax years remain subject to
examination by U.S. federal and most state tax authorities.

4.  Financial Instruments of the Trading Companies
The Trading Advisors trade Futures Interests on behalf of the
Trading Companies.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms
of the contracts.  There are numerous factors which may
significantly influence the fair value of these contracts,
including interest rate volatility.


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


The fair value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which fair value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
fair value of off-exchange-traded contracts is based on the fair
value quoted by the counterparty.

The Trading Companies? contracts are accounted for on a trade-
date basis and marked to market on a daily basis. The Trading
Companies account for their derivative investments in accordance
with the provisions of Statement of Financial Accounting
Standards (?SFAS?) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.
<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

The futures, forwards and options traded by the Trading Advisors
on behalf of the Trading Companies involve varying degrees of
related market risk.  Market risk is dependent upon changes in
the level or volatility of interest rates, exchange rates and
prices of financial instruments and commodities.  These factors
result in frequent changes in the fair value of the Trading
Companies? open positions, and consequently in its earnings,
whether realized or unrealized, and cash flow.  Gains and losses
on open positions of exchange-traded futures, exchange-traded
forward, and exchange-traded futures-styled options contracts are
settled daily through variation margin.  Gains and losses on off-
exchange-traded forward currency contracts and forward currency
options contracts are settled upon termination of the contract.
However, the Trading Companies are required to meet margin
requirements equal to the net unrealized loss on open forward
currency contracts in the Trading Companies? accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.



<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Fair Value Measurements
As defined by SFAS No. 157 ("SFAS No. 157"), "Fair Value
Measurements", fair value is the amount that would be recovered
when an asset is sold or an amount paid to transfer a liability,
in an ordinary transaction between market participants at the
measurement date (exit price).  Market price observability is
impacted by a number of factors, including the types of
investments, the characteristics specific to the investment, and
the state of the market (including the existence and the
transparency of transactions between market participants).
Investments with readily available actively quoted prices in an
ordinary market will generally have a higher degree of market
price observability and a lesser degree of judgment used in
measuring fair value.

SFAS No. 157 requires use of a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into three levels: Level 1 ? unadjusted quoted market
prices in active markets for identical assets and liabilities;
Level 2 - inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or
indirectly (including quoted prices for similar investments,
interest rates, credit risk); and Level 3 - unobservable inputs
for the asset or liability (including the Partnership?s own
assumptions used in determining the fair value of investments).
<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy.  In such cases,
an investment?s level within the fair value hierarchy is based on
the lowest level of input that is significant to the fair value
measurement.  The Partnership?s assessment of the significance of
a particular input to the fair value measurement in its entirety
requires judgment, and considers factors specific to the
investment.

The following tables summarize the valuation of the Partnership?s
investments by the above SFAS No. 157 fair value hierarchy as of
June 30, 2009 and December 2008:
<table> <caption>

June 30, 2009



Assets
 Quoted Prices in
Active Markets for
  Identical Assets
        (Level 1)
 Significant Other
   Observable
       Inputs
     (Level 2)
  Significant
   Unobservable
     Inputs
   (Level 3)




        Total

$
   $
   $

 $


<c>
<c>
 <c>

<c>
Investment in Kaiser I, LLC
    ?
  14,065,807
   n/a

 14,065,807
Investment in Transtrend II, LLC
    ?
     12,502,940
          n/a

 12,502,940
Investment in DKR I, LLC
    ?
  9,377,205
   n/a

  9,377,205
Investment in Strategic L.L.C.
    ?
  9,377,205
   n/a

 9,377,205
Investment in Rotella I, LLC
    ?
 9,377,204
   n/a

 9,377,204
Investment in Chesapeake I, LLC
    ?
  7,814,337
   n/a

 7,814,337








</table>













<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


,caption>

December 31, 2008



Assets
 Quoted Prices in
Active Markets for
  Identical Assets
        (Level 1)
 Significant Other
   Observable
       Inputs
     (Level 2)
  Significant
   Unobservable
     Inputs
   (Level 3)




        Total

$
   $
   $

 $


<c>
<c>
 <c>

<c>
Investment in Kaiser I, LLC
    ?
 7,441,619
   n/a

 7,441,619
Investment in DKR I, LLC
    ?
 6,658,448
   n/a

 6,658,448
Investment in Transtrend II, LLC
    ?
 6,658,448
          n/a

 6,658,448
Investment in Chesapeake I, LLC
    ?
 5,826,142
   n/a

 5,826,142
Investment in Strategic L.L.C.
    ?
 4,489,472
   n/a

 4,489,472
</table>
The Partnership?s assets identified as ?Investments in Affiliated
Trading Companies? reflected on the Statements of Financial
Condition represents the net asset value of the Partnership?s pro
rata share of each Trading Company.  The Net Assets of each
Trading Company are equal to the total assets of the Trading
Company (including, but not limited to all cash and cash
equivalents, accrued interest and amortization of original issue
discount, and the market value of all open Futures Interests
contract positions and other assets) less all liabilities of the
Trading Company (including, but not limited to, brokerage
commissions that would be payable upon the closing of open Futures
Interest positions, management fees, incentive fees, and
extraordinary expenses), determined in accordance with accounting
principles generally accepted in the United States of America
(?GAAP?).


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership?s investment in the Trading Companies represents
approximately: Kaiser I, LLC 22.50%; Transtrend II, LLC 20.00%;
DKR I, LLC 15.00%; Strategic L.L.C. 15.00%; Rotella I, LLC
15.00%; and Chesapeake I, LLC 12.50%; of the total investments of
the Partnership, respectively.


Summarized information for the Partnership?s investment in the
Trading Companies for the six months ended June 30, 2009 is as
follows:   <table> <caption>




Investment


 % of Profile
           LV?s Partners?
        Capital




Fair Value


     Total
    Income/
           (Loss)



   Management
         Fees



      Incentive
         Fees



     Administrative
             Fees


$
  $
  $




              <c>
<c>
<c>
 <c>
 <c>
<c>
 Kaiser I, LLC
22.5
 14,065,807
(185,558)
 108,109
       ?
18,919
    Transtrend II, LLC
20.0
12,502,940
(215,105)
  86,100
       ?
15,068
K  DKR I, LLC
15.0
  9,377,205
149,586
  86,342
      37,245
15,110
K  Strategic L.L.C.
15.0
 9,377,205
(312,904)
 75,762
       ?
13,258
    Rotella I, LLC
15.0
 9,377,204
       ?
        ?
       ?
   ?
       Chesapeake I, LLC
12.5
7,814,337
(747,109)
 74,297
       ?
13,002
<fn>
Total Income/(Loss) reflects the Net Realized and Net change in unrealized appreciation/(depreciation) on investments in
each Trading Company and interest income net of all fees.

For all Trading Companies, Contributions and Withdrawals are permitted on a monthly basis.
</table>
6.  Recent Accounting Pronouncements
(a) Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly



In April 2009, the FASB issued FASB Staff Position (?FSP?) SFAS
No. 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

and Identifying Transactions That Are Not Orderly (?FSP SFAS No.
157-4?).  FSP SFAS No. 157-4 provides additional guidance for
determining fair value and requires new disclosures regarding the
categories of fair value instruments, as well as the inputs and
valuation techniques utilized to determine fair value and any
changes to the inputs and valuation techniques during the period.
FSP SFAS No. 157-4 is effective for the quarter ended June 30,
2009.  The adoption of FSP SFAS No. 157-4 did not have a material
impact on the Partnership?s financial statements.

(b) Interim Disclosures about Fair Value of Financial Instruments
In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting
Principals Board (?APB?) No. 28-1, Interim Disclosures About Fair
Value of Financial Instruments (?FSP SFAS No. 107-1? and ?APB No.
28-1?).  The staff position requires fair value disclosures of
financial instruments on a quarterly basis, as well as new
disclosures regarding the methodology and significant assumptions
underlying the fair value measures and any changes to the
methodology and assumptions during the reporting period.  FSP
SFAS No. 107-1 and APB No. 28-1 are effective for the quarter
ended June 30, 2009.  The adoption of FSP SFAS No. 107-1 and APB
No. 28-1 did not have a material impact on the Partnership?s
financial statements.


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(c)  Subsequent Events


In May 2009, the FASB issued SFAS No. 165, Subsequent Events
(?SFAS No. 165?).  SFAS No. 165 establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or
are available to be issued.  It requires the disclosure of the
date through which an entity has evaluated subsequent events and
the basis for that date; that is, whether that date represents
the date the financial statements were issued or were available
to be issued.  SFAS No. 165 is effective for the quarter ended
June 30, 2009.  Management has performed its evaluation of
subsequent events through August 14, 2009, the date these
financial statements were issued.

(d)  Accounting Standards Codification

On June 29, 2009, the FASB issued Statement No. 168, ?FASB
Accounting Standards Codification? and the Hierarchy of GAAP ? a
replacement of FASB Statement No. 162.  The FASB has stated that
?the FASB Accounting Standards Codification? (?Codification?) will
become the source of authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities.  Once effective,
the Codification?s content will carry the same level of authority,
effectively superseding Statement No. 162.  In other words, the
GAAP hierarchy will be modified to include only two levels of

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

GAAP: authoritative and nonauthoritative. Statement No. 168 is
effective for financial statements issued for interim and annual
periods ending after September 15, 2009.























<page>
Item 2.  MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


Liquidity.  MS&Co. and its affiliates (Newedge with respect to
Kaiser I) act as custodians of each Trading Company?s assets
pursuant to customer agreements and foreign exchange customer
agreement.  The Partnership allocates substantially all of its
assets to multiple Trading Companies.  Such assets are deposited
in the Trading Companies? trading accounts with MS&Co. or its
affiliates (Newedge with respect to Kaiser I).  The funds in such
accounts are available for margin and are used to engage in
Futures Interest trading pursuant to instructions provided by the
Trading Advisors.  The assets are held in either non-interest
bearing bank accounts or in securities and instruments permitted
by the Commodity Futures Trading Commission for investment of
customer segregated or secured funds.  Since the Partnership?s
sole purpose is to trade Futures Interests indirectly through the
investment in the Trading Companies, it is expected that the
Trading Companies will continue to own such liquid assets for
margin purposes.

The Trading Companies investment in Futures Interests may, from
time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures or options contract has increased
<page> or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Trading
Companies from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Trading Companies from trading in potentially
profitable markets or prevent the Trading Companies from promptly
liquidating unfavorable positions in such markets, subjecting them
to substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions, exchanges, and
<page> sales of Units in the future will affect the amount of
funds available for investments in Futures Interests in subsequent
periods.  It is not possible to estimate the amount, and therefore
the impact, of future inflows and outflows of Units.

There are no known material trends, favorable or unfavorable,
that would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

Results of Operations
General.  The Partnership?s results depend on the Trading Advisors
and the ability of each Trading Advisor?s trading program to take
advantage of price movements in the futures, forward and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30, 2009
and 2008, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Advisors trade in various markets at different times and
that prior activity in a particular market does not mean that such
market will be actively traded by the Trading Advisors or will be
profitable in the future.  Consequently, the results of operations
of the Partnership are difficult to discuss other than in the
context of the Trading Advisors? trading activities on behalf of
the Partnership during the period in question.  Past performance
is no guarantee of future results.

<page> The Partnership?s results of operations set forth in the
financial statements on pages 2 through 21 of this report are
prepared in accordance with GAAP, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  the contracts the
Trading Companies trade are accounted for on a trade-date basis
and marked to market on a daily basis.  The difference between
their original contract value and fair value is recorded on the
Statements of Operations as ?Net change in unrealized gain (loss)?
for open (unrealized) contracts, and recorded as ?Realized?
trading gain (loss) when open positions are closed out.  The sum
of these amounts constitutes the Trading Company?s trading
results.  The fair value of a futures contract is the settlement
price on the exchange on which that futures contract is traded on
a particular day.  The value of a foreign currency forward
contract is based on the spot rate as of the close of business.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.

For the Three and Six Months Ended June 30, 2009
The Partnership recorded total trading results of $(642,173)
and expenses totaling $370,567, resulting in a net loss of
$1,012,740 for the three months ended June 30, 2009.  The
<page> Partnership?s net asset value per Unit by share Class is
provided in the table below.

Share Class			  NAV at 6/30/09		NAV at 3/31/09
A						$1,067.24			   $1,090.43
B						$1,077.49			   $1,099.51
C						$1,087.84			   $1,108.67
D						$1,092.88			   $1,113.11
Z						$1,108.81			   $1,127.21

The most significant trading losses of approximately 1.4% were
incurred within the global interest rate sector throughout a
majority of the quarter from long positions in U.S. and European
fixed-income futures as prices reversed lower in April after a
pledge from G-20 leaders to support the global economy sapped
demand for the ?safe haven? of government bonds.  Additional
losses were recorded during June from long positions in short-
term U.S., European, and Australian fixed-income futures as
prices declined amid rising investor confidence.  Within the
energy markets, losses of approximately 0.3% were experienced
primarily during May and June from short futures positions in
crude oil and its related products as prices reversed higher on
optimism that a possible rebound in global economic growth might
boost energy demand.  Within the metals markets, losses of
approximately 0.1% were incurred primarily during April and June
from short positions in aluminum futures as prices increased on
sentiment that efforts by the Chinese government to revive that
nation?s economy might boost demand for base metals.  Smaller
losses were recorded from long positions in silver futures as
<page> prices dropped in June due to a sharp rise in the value of
the U.S. dollar.  A portion of the Partnership?s losses for the
quarter was offset by gains of approximately 0.6% experienced
within the agricultural markets, primarily during April and May,
from long futures positions in sugar as prices moved higher after
the U.S. Department of Agriculture indicated that global output
might fall more than previously forecasted.  Additional gains
were recorded from long futures positions in soybeans and soybean
meal as prices increased during May amid news of record imports
from China.  Within the global stock index sector, gains of
approximately 0.5% were recorded throughout a majority of the
quarter from long positions in U.S. and Pacific Rim equity index
futures as prices rose amid better-than-expected corporate
earnings reports and news that G-20 leaders pledged more than $1
trillion in emergency aid to cushion the global economy from
further financial turmoil.  Smaller gains of approximately 0.1%
were experienced within the currency sector, primarily during
May, from long positions in the Australian dollar, Canadian
dollar, British pound, and South African rand versus the U.S.
dollar as the value of the U.S. dollar moved lower against these
currencies after a government report showed U.S. employers cut
fewer jobs than forecasted, which reduced demand for the U.S.
dollar as a ?safe haven? currency.  Meanwhile, the value of the
Australian dollar, Canadian dollar, and South African rand
increased during May in the wake of rising commodity prices.

<page> The Partnership recorded total trading results of
$(1,311,091)   and expenses totaling $632,949, resulting in a net
loss of $1,944,040 for the six months ended June 30, 2009.  The
Partnership?s net asset value per Unit by share Class is provided
in the table below.

Share Class			  NAV at 6/30/09		NAV at 12/31/08
A						$1,067.24			   $1,119.95
B						$1,077.49			   $1,127.86
C						$1,087.84			   $1,135.83
D						$1,092.88			       n/a
Z						$1,108.81			   $1,151.91

The most significant trading losses of approximately 1.8% were
incurred within the global interest rate sector, primarily during
January, from long positions in U.S., Australian, and Japanese
fixed-income futures as prices dropped following news that debt
sales might increase as governments around the world boosted
spending in an effort to ease the deepening economic slump.
During the second quarter, long positions in U.S. and European
interest-rate futures resulted in additional losses as prices
moved lower during April after a pledge from G-20 leaders to
support the global economy sapped demand for the ?safe haven? of
government bonds.  Further losses were recorded during June from
long positions in short-term U.S., European, and Australian
fixed-income futures as prices declined amid rising investor
confidence.  Within the currency sector, losses of approximately
0.8% were experienced primarily during February and March from
long positions in the Japanese yen versus the U.S. dollar as the
value of the Japanese yen reversed lower against most of its
<page> rivals amid speculation that the Bank of Japan would
intervene to weaken the currency, as well as on news that Japan?s
trade deficit substantially increased.  Additional losses were
incurred during February, March, and April from short positions
in the Swiss franc and euro versus the U.S. dollar as the value
of the U.S. dollar decreased relative to most of its rivals
following the U.S. Federal Reserve?s surprise plans to begin a
more aggressive phase of quantitative easing and economic
stimulus spending.  The value of the U.S. dollar was also
pressured lower against most of its rivals after a government
report showed U.S. employers cut fewer jobs than forecast, which
reduced demand for the U.S. dollar as a ?safe haven? currency.
During June, further losses were recorded from newly established
long positions in the Japanese yen, Swiss franc, and euro versus
the U.S. dollar as the value of the U.S. dollar reversed higher
against these currencies amid speculation that the U.S. Federal
Reserve might raise interest rates following news that U.S.
payrolls fell less-than- expected in May.  Within the metals
markets, losses of approximately 0.2% were experienced primarily
during March, April, and June from short futures positions in
aluminum and copper as prices rose amid speculation that economic
stimulus plans in the U.S. and China might help boost demand for
base metals.  Additional losses were incurred during June from
long positions in silver futures as prices reversed lower due to
a rise in the value of the U.S. dollar.  Smaller losses of
approximately 0.1% were recorded within the energy markets,
primarily during March, May, and June, from short futures
<page> positions in crude oil and its related products as prices
increased on optimism that a possible rebound in global economic
growth might boost energy demand.  A portion of the Partnership?s
losses for the first six months of the year was offset by gains
of approximately 0.8% experienced within the global stock index
sector, primarily during February, from short positions in
European and U.S. equity index futures as prices declined amid
weak corporate earnings reports and concerns that the global
economy might continue to deteriorate.  Additional gains were
recorded throughout a majority of the second quarter from newly
established long positions in U.S. and Pacific Rim equity index
futures as prices rose amid better-than-expected corporate
earnings reports and news that G-20 leaders pledged more than $1
trillion in emergency aid to cushion the global economy from
further financial turmoil.  Smaller gains of approximately 0.3%
were experienced within the agricultural markets, primarily
during the second quarter, from long positions in sugar futures
as prices moved higher after the U.S. Department of Agriculture
indicated that global output might fall more than previously
forecast.  Lastly, gains were recorded from long futures
positions in soybeans and soybean meal as prices increased during
May following news of record imports from China.

For the Three and Six Months Ended June 30, 2008
The Partnership recorded total trading results of $1,127,488 and
expenses totaling $137,061, resulting in net income of $990,427
for the three months ended June 30, 2008.  The Partnership?s net
<page> asset value per Unit by share Class is provided in the
table below.

Share Class			  NAV at 6/30/08		NAV at 3/31/08
A						$1,091.83			   $1,036.75
B						$1,096.81			   $1,040.20
C						$1,101.80			   $1,043.65
Z						$1,111.86			   $1,050.60

The most significant trading gains of approximately 4.9% were
experienced in the energy markets throughout the second quarter
of 2008 from long futures positions in crude oil and its related
products as prices moved higher due to supply threats in Nigeria
and Iraq, growing Asian fuel consumption, and concerns of a U.S.
supply shortage.  Elsewhere, long positions in natural gas
futures resulted in gains as prices rose after U.S. inventories
declined to the lowest level since 2005.  Furthermore, futures
prices of crude oil, its related products, and natural gas were
also pressured higher due to continued weakness in the U.S.
dollar.  Additional gains of approximately 1.4% were recorded in
the agricultural markets primarily during June from long futures
positions in the soybean complex as prices increased after a
government report showed a rise in demand for U.S. supplies
following labor disputes that slowed exports from Argentina and
Brazil.  Meanwhile, long positions in cocoa futures recorded
gains as prices rose to the highest level since 1986 on fears
that dry weather may damage crops in the Ivory Coast, the world?s
largest cocoa producer.  Elsewhere, long positions in corn
futures resulted in gains as prices moved higher on consistently
<page> strong demand for alternative fuels and supply concerns
after severe floods in the U.S. Midwest damaged crops.  Within
the global stock index sector, gains of approximately 0.7% were
recorded during June from short positions in European and U.S.
equity index futures as prices declined sharply on concerns that
record commodity prices and additional subprime related
writedowns may erode corporate earnings and continue to slow
global economic growth.  In addition, prices of European and U.S.
stock index futures were pressured lower after government reports
revealed weaker-than-expected U.S. employment data, an unexpected
drop in Germany?s consumer confidence, and a continued housing
slump in the United Kingdom.  Lastly, gains of approximately 0.7%
were recorded in the currency sector throughout the quarter from
long positions in the Australian dollar, Mexican peso, and
Brazilian real versus the U.S. dollar as the value of the U.S.
dollar moved lower against these currencies after U.S. industry
reports showed the largest jump in unemployment in twenty years,
consumer confidence at a 15-year low, and housing prices in 20
U.S. metropolitan areas at their lowest levels since records
began in 2001.

The Partnership recorded total trading results of $1,670,704 and
expenses totaling $245,572, resulting in net income of $1,425,132
for the six months ended June 30, 2008.  The Partnership?s net
asset value per Unit by share Class is provided in the table
below.

<page>
Share Class			  NAV at 6/30/08		NAV at 12/31/07
A						$1,091.83			   $1,006.77
B						$1,096.81			   $1,008.87
C						$1,101.80			   $1,010.97
Z						$1,111.86			   $1,015.18

The most significant trading gains of approximately 5.9% were
recorded in the energy sector from long futures positions in
crude oil and its related products as prices moved higher
throughout a majority of the first half of 2008 amid increasing
global supply concerns and strong demand in Asia. Elsewhere, long
positions in natural gas futures resulted in gains during the
second quarter of 2008 as prices rose after U.S. inventories
declined to the lowest level since 2005.  Furthermore, futures
prices of crude oil, its related products, and natural gas were
also pressured higher due to continued weakness in the U.S.
dollar.  Additional gains of approximately 3.3% were experienced
in the agricultural sector primarily during January, February,
and June from long positions in cocoa futures as prices moved
higher amid supply disruptions in the Ivory Coast, the world?s
largest producer.  Meanwhile, long positions in corn futures
resulted in gains as prices moved higher during January,
February, and June on supply concerns and rising demand for
alternative fuels made from crops.  Elsewhere, gains were
recorded from long futures positions in the soybean complex
primarily during January, February, and June as prices increased
after a government report showed a rise in demand for U.S.
supplies following labor disputes that slowed exports from
<page> Argentina and Brazil.  Gains of approximately 2.5% were
also recorded in the currency sector throughout a majority of the
first half of 2008 from short positions in the Japanese yen
versus the euro, Australian dollar, and Swiss franc as the value
of the Japanese yen decreased relative to these currencies after
the Bank of Japan downgraded its assessment of the Japanese
economy in June and decided to leave interest rates steady at
0.5%.  Elsewhere, gains were experienced, primarily during
February, March, May, and June, from long positions in the
Mexican peso, Brazilian real, and Australian dollar versus the
U.S. dollar as the value of the U.S. dollar moved lower relative
to these currencies amid consistently weak economic data out of
the U.S., which fueled persistent concerns of a possible economic
recession.  Within the global stock index sector, gains of
approximately 0.9% were recorded, primarily during February,
March, and June, from short positions in European, Pacific Rim,
and U.S. equity index futures as prices decreased on concerns
that a persistent U.S. housing slump, mounting losses linked to
U.S. subprime mortgage investments, rising commodity prices, and
a weakening job market may restrain consumer spending, erode
corporate earnings, and curb global economic growth.  Smaller
gains of approximately 0.4% were experienced within the metals
markets, primarily during January, February, and June, from short
positions in nickel, zinc, and tin futures as prices declined
amid speculation that a continual slowdown in global economic
growth may erode future demand for base metals.  Lastly, gains of
approximately 0.3% were recorded within the global interest rate
<page> sector, primarily during February, from long positions in
European fixed income futures as prices moved higher in a
?flight-to-quality? following a sharp decline in the global
equity markets and the aforementioned concerns regarding the
global economy.  During May and June, newly established short
positions in European fixed-income futures resulted in further
gains as prices declined after government reports revealed
accelerating inflation in the Euro-Zone.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
All of the Partnership?s assets are subject to the risk of trading
loss through its investments in the Trading Companies, each of
which invests substantially all of its assets in the trading
program of an unaffiliated Trading Advisor. The market-sensitive
instruments held by the Trading Companies are acquired for
speculative trading purposes, and substantially all of the
respective Trading Companies? assets are subject to the risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is integral, not incidental, to the Trading
Companies? main line of business.

The futures, forwards and options traded by the Trading Companies
involve varying degrees of related market risk.  Market risk is
dependent upon changes in the level or volatility of interest
rates, exchange rates and prices of financial instruments and
commodities.  These factors result in frequent changes in the
<page> fair value of the Trading Companies? open positions, and
consequently in its earnings, whether realized or unrealized, and
cash flow.  Gains and losses on open positions of exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are settled daily through variation
margin.  Gains and losses on off-exchange-traded forward currency
contracts and forward currency options contracts are settled upon
termination of the contract.  However, the Trading Companies are
required to meet margin requirements equal to the net unrealized
loss on open forward currency contracts in the Trading Companies?
accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at
MS&Co.

The total market risk of the respective Trading Companies may
increase or decrease as it is influenced by a wide variety of
factors, including, but not limited to, the diversification among
the Trading Companies? open positions, the volatility present
within the markets, and the liquidity of the markets.

The face value of the market sector instruments held by the
Trading Companies is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of margin
causes the face value of the market sector instruments held by
the Trading Companies typically to be many times the total
capitalization of the Trading Companies.
<page> The Partnership?s and the Trading Companies? past
performance are no guarantee of their future results.  Any
attempt to numerically quantify the Trading Companies? market
risk is limited by the uncertainty of its speculative trading.
The Trading Companies? speculative trading and use of leverage
may cause future losses and volatility (i.e., "risk of ruin")
that far exceed the Trading Companies? experiences to date
disclosed under the "Trading Companies? Value at Risk in
Different Market Sectors" section and significantly exceed the
Value at Risk ("VaR") tables disclosed below.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Trading Companies? Trading Value at Risk
The following quantitative disclosures regarding the Trading
Companies? market risk exposures contain "forward-looking
statements" within the meaning of the safe harbor from civil
liability provided for such statements by the Private Securities
Litigation Reform Act of 1995 (set forth in Section 21E of the
Securities Exchange Act of 1934). All quantitative disclosures in
this section are deemed to be forward-looking statements for
purposes of the safe harbor, except for statements of historical
fact.

The Trading Companies account for open positions on the basis of
mark to market accounting principles. Any loss in the market
<page> value of the Trading Companies? open positions is directly
reflected in the Trading Companies? earnings and cash flow.

The Trading Companies? risk exposure in the market sectors traded
by the Trading Advisors is estimated below in terms of VaR.  VaR
for a particular market sector is estimated by Demeter using a
model based upon historical simulation (with a confidence level of
99%) which involves constructing a distribution of hypothetical
daily changes in the value of a trading portfolio.  The VaR model
takes into account linear exposures to risks including equity and
commodity prices, interest rates, foreign exchange rates, and
correlation among these variables.  The hypothetical daily changes
in the value of a Trading Company?s portfolio are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The one-day 99% confidence level of the Trading
Companies? VaR corresponds to the reliability of the expectations
that the Trading Company?s trading losses in one day will not
exceed the maximum loss indicated by the VaR.  The 99% one-day
confidence level is not an indication of probability of such
losses, nor does VaR typically represent the worst case outcome.
Demeter uses approximately four years of daily market data and
re-values its portfolio for each of the historical market moves
that occurred over this period. This enables Demeter to generate
a distribution of daily ?simulated profit and loss? outcomes.

<page> The Trading Companies? VaR computations are based on the
risk representation of the underlying benchmark for each
instrument or contract and do not distinguish between exchange
and non-exchange dealer-based instruments.  They are also not
based on exchange and/or dealer-based maintenance margin
requirements.

VaR models, including the models used by Morgan Stanley and
Demeter, are continually evolving as trading portfolios become
more diverse and modeling techniques and systems capabilities
improve. Please note that the VaR model is used to quantify
market risk for historic reporting purposes only and is not
utilized by either Demeter or the Trading Advisors in their daily
risk management activities. Please further note that VaR as
described above may not be comparable to similarly-titled
measures used by other entities.

The Trading Companies? Value at Risk in Different Market Sectors
As of June 30, 2009 and 2008, Chesapeake I, LLC?s total
capitalization prior to June 30, 2009 and 2008 redemptions was
$29,131,395 and $40,311,749, respectively.  The Partnership owned
27% and 11%, respectively, of Chesapeake I, LLC.





<page> <table> <caption>
Chesapeake I, LLC
					      June 30, 2009       June 30, 2008
Primary Market Risk Category         VaR                VaR

							<c>				<c>
Currency						(0.40)%			(0.50)%
Interest Rate					(0.31)			(0.30)
Equity						(0.09)    			(0.20)
Commodity						(1.24)			(1.93)
Aggregate Value at Risk			(1.19)%			(2.09)%
</table>
As of June 30, 2009 and 2008, DKR I, LLC?s total capitalization
prior to June 30, 2009 and 2008 redemptions was $11,949,599 and
$4,846,228, respectively.  The Partnership owned 78% and 100%,
respectively, of DKR I, LLC.
<table> <caption>
DKR I, LLC
					      June 30, 2009      June 30, 2008
Primary Market Risk Category         VaR                VaR

							<c>				<c>
Currency						(0.45)%			(1.30)%
Interest Rate					(0.48)			(0.28)
Equity						(0.17)			(0.16)
Commodity						(1.58)			(0.97)
Aggregate Value at Risk			(1.92)%			(1.70)%
</table>

As of June 30, 2009 and 2008, Kaiser I, LLC?s total
capitalization prior to June 30, 2009 and 2008 redemptions was
$43,007,031 and $39,755,035, respectively.  The Partnership owned
33% and 15%, respectively, of Kaiser I, LLC.
















<page> <table> <caption>
Kaiser I, LLC
					      June 30, 2009      June 30, 2008
Primary Market Risk Category         VaR                VaR

							<c>				<c>
Currency						(0.25)%		     (0.07)%
Interest Rate					(0.37)			(0.28)
Equity						(0.26)			(0.25)
Commodity						(0.07)			(0.38)
Aggregate Value at Risk			(0.69)%			(0.46)%

</table>
As of June 30, 2009, Strategic L.L.C.?s total capitalization
prior to June 30, 2009 redemptions was $36,710,060.  The
Partnership owned 26% of Strategic L.L.C.
<table> <caption>
Strategic L.L.C.
					         June 30, 2009
Primary Market Risk Category           VaR

								<c>
Currency						  (0.64)%
Interest Rate					  (0.70)
Equity						  (0.28)
Commodity						  (0.68)
Aggregate Value at Risk			  (1.36)%
</table>
As of June 30, 2009 and 2008, Transtrend II, LLC?s total
capitalization prior to June 30, 2009 and 2008 redemptions was
$40,753,279 and $39,629,211, respectively.  The Partnership owned
31% and 14% respectively, of Transtrend II, LLC.





<page> <table> <caption>
Transtrend II, LLC
					      June 30, 2009       June 30, 2008
Primary Market Risk Category         VaR                VaR

							<c>				<c>
Currency						(0.95)%			(1.45)%
Interest Rate					(0.95)			(0.23)
Equity						(0.57)			(0.40)
Commodity						(0.80)			(1.15)
Aggregate Value at Risk			(2.54)%			(1.67)%

</table>

As of June 30, 2009, Rotella I, LLC?s total capitalization was
$16,766,549.  The Partnership owned 56% of Rotella I, LLC.

Rotella I, LLC began trading assets for Profile LV effective July
1, 2009.

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk listed above represents
the VaR of the respective Trading Companies? open positions
across all the market categories, and is less than the sum of the
VaRs for all such market categories due to the diversification
benefit across asset Classes.

Because the business of the Trading Companies is the speculative
trading of futures, forwards and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day.  Such changes could
<page> positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Trading Companies? high, low, and average VaR,
as a percentage of total Net Assets for the quarter-end reporting
periods from July 1, 2008 through June 30, 2009.
<table> <caption>
Chesapeake I, LLC
Primary Market Risk Category        High      Low      Average

							<c>			<c>		<c>
Currency						(0.50)%	(0.39)%	(0.45)%
Interest Rate					(0.52)	(0.30)	(0.38)
Equity						(0.20)	  -		(0.07)
Commodity						(1.93)	(0.34)	(1.00)
Aggregate Value at Risk			(2.09)%	(0.74)%	(1.25)%



DKR I, LLC
Primary Market Risk Category        High      Low      Average
Currency						(1.30)%	(0.21)%	(0.56)%
Interest Rate					(0.52)	(0.28)	(0.40)
Equity						(0.17)	(0.06)	(0.14)
Commodity						(1.58)	(0.24)	(0.83)
Aggregate Value at Risk			(1.92)%	(0.66)%	(1.24)%

Kaiser I, LLC
Primary Market Risk Category        High      Low      Average
Currency						(0.25)%	   -	 %	(0.09)%
Interest Rate					(0.37)	(0.11)	(0.25)
Equity						(0.41)	(0.05)	(0.25)
Commodity						(0.38)	   - 	(0.13)
Aggregate Value at Risk			(0.69)%	(0.12)%	(0.47)%


</table>
<page> <table> <caption>
Strategic L.L.C.

Primary Market Risk Category        High      Low      Average

							<c>			<c>	<c>
Currency						(0.81)%	(0.29)%	(0.58)%
Interest Rate					(0.81)	(0.46)	(0.64)
Equity						(0.60)	(0.05)	(0.25)
Commodity						(0.68)	(0.18)	(0.47)
Aggregate Value at Risk			(1.36)%	(0.61)%	(1.03)%

Transtrend II, LLC

Primary Market Risk Category        High      Low      Average
Currency						(1.45)%	(0.09)%	(0.73)%
Interest Rate					(0.95)	(0.23)	(0.53)
Equity						(0.57)	(0.09)	(0.29)
Commodity						(1.15)	(0.32)	(0.69)
Aggregate Value at Risk			(2.54)%	(0.50)%	(1.38)%
</table>

Rotella I, LLC began trading assets for Profile LV effective July
1, 2009.

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;

<page>
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to
current  trading positions while future risk depends on future
positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership and the Trading Companies, give no indication
of the Partnership?s potential "risk of ruin".

The VaR tables provided present the results of the Partnership?s
VaR for each of the Trading Companies? market risk exposures and
on an aggregate basis at June 30, 2009 and 2008.  VaR is not
necessarily representative of the Trading Companies? historic
risk, nor should it be used to predict the Partnership or the
Trading Companies? future financial performance or its ability to
manage or monitor risk. There can be no assurance that the Trading
Companies? actual losses on a particular day will not exceed the
<page> VaR amounts indicated above or that such losses will not
occur more than once in 100 trading days.

Non-Trading Risk
The Trading Companies have non-trading market risk on their
foreign cash balances. These balances and any market risk they
may represent are immaterial.
The Trading Companies also maintain a substantial portion of
their available assets in cash at MS&Co.; as of June 30, 2009,
such amount was equal to:
*	approximately 100% of Chesapeake I, LLC?s Net Assets.
*	approximately 118% of DKR I, LLC?s Net Assets.
*	approximately 102% of Kaiser I, LLC?s Net Assets.
*	approximately 96% of Strategic L.L.C.?s,  Net Assets.
*	approximately 89% of Transtrend II, LLC?s Net Assets.

A decline in short-term interest rates would result in a decline
in the Trading Companies? cash management income.  This cash flow
risk is not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Trading Companies?
market-sensitive instruments, in relation to the Trading
Companies? Net Assets.
<page>
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ?
constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934.  The
Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading
Advisors for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expro-priations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx
of new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership.

The Trading Advisors, in general, tend to utilize their trading
system(s) to take positions when market opportunities develop,
and Demeter anticipates that the Trading Advisors will continue
to do so.

<page> Investors must be prepared to lose all or substantially
all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2009, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The second largest market exposure of the
Partnership at June 30, 2009, was to the global interest rate
sector.  Exposure was primarily spread across the European, U.S.,
Japanese, Australian, and Canadian interest rate sectors.
Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability. The Partnership?s
interest rate exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries.  The G-7 countries
consist of France, the U.S., the United Kingdom, Germany, Japan,
Italy, and Canada.  However, the Partnership also takes futures
positions in the government debt of smaller nations - e.g.,
Australia and New Zealand.  Demeter anticipates that the G-7
countries? and Australian interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future.  The speculative futures positions held by the
<page> Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.

Currency.  The third largest market exposure of the Partnership
at June 30, 2009, was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions
influence these fluctuations.  The Partnership trades a large
number of currencies, including cross-rates - i.e., positions
between two currencies other than the U.S. dollar.  At June 30,
2009, the Partnership?s major exposures were to the Australian
dollar, Canadian dollar, New Zealand dollar, Japanese yen, Swiss
franc, euro, Czech koruna, Hungarian forint, Norwegian krone,
Swedish krona, British pound, Polish zloty, Hong Kong dollar,
Russian ruble, Singapore dollar, Taiwan dollar, and Turkish lira
currency crosses, as well as to outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity.  At June 30, 2009, the Partnership had market exposure to
the global stock index sector, primarily to equity price risk in
<page> the G-7 countries.  The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices.  At June 30, 2009, the Partnership?s primary market
exposures were to the NASDAQ 100 (U.S.), Nikkei 225 (Japan),
TOPIX (Japan), S&P 500 (U.S.), SPI 200 (Australia), DAX
(Germany), FTSE 100 (United Kingdom), Canadian S&P 60 (Canada),
CAC 40 (France), Euro Stox 50 (Europe), Euro Stox 600 (Europe),
OMX 30 (Sweden), H-shares (Hong Kong), IBEX 35 (Spain), S&P MIB
(Italy), Dow Jones (U.S.), AEX (The Netherlands), MSCI World
(World), Taiwan (Taiwan), GS Commodity (U.S.), and Euro Stox Mid
200 (Europe) stock indices.  The Partnership is typically exposed
to the risk of adverse price trends or static markets in the
U.S., European, and Pacific Rim stock indices. Static markets
would not cause major market changes, but would make it difficult
for the Partnership to avoid trendless price movements, resulting
in numerous small losses.

Commodity.
Soft Commodities and Agriculturals.  The largest market
exposure of the Partnership at June 30, 2009, was to the
markets that comprise these sectors.  Most of the exposure
was to the sugar, soybean meal, soybeans, wheat, corn,
cotton, cocoa, lean hogs, live cattle, soybean oil, coffee,
orange juice, and lumber markets.  Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

<page>
Metals.  At June 30, 2009, the Partnership had market
exposure to the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as nickel, aluminum, copper, zinc, and lead, as well as
precious metals, such as gold and silver.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.

Energy.  At June 30, 2009, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in crude
oil and its related products, as well as in natural gas.
Price movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns, and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2009:

<page>
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2009, were in British pounds,
euros, Japanese yen, Australian dollars, Swiss francs, South
African rand, Swedish kronor, Hong Kong dollars, Norwegian
krone, Hungarian forint, New Zealand dollars, Canadian
dollars, Turkish lira, Czech koruny, and Singapore dollars.
The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into
U.S. dollars upon liquidation of their respective positions.

Item 4T.	CONTROLS AND PROCEDURES


As of the end of the period covered by this quarterly report, the
President and Chief Financial Officer of Demeter, have evaluated
the effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a?15(e) and 15d?15(e) of the
Exchange Act), and have judged such controls and procedures to be
effective.

Changes in Internal Control Over Financial Reporting
	There have been no changes during the period covered by this
quarterly report in the Partnership?s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) that have materially affected or are
reasonably likely to materially affect, the Partnership?s
internal control over financial reporting, subsequent to the date
of their evaluation.
	<page>
Limitations on the Effectiveness of Controls
Any control system no matter how well designed and operated, can
provide reasonable (not absolute) assurance that its objectives
will be met.  Furthermore, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, have been detected.




<page> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS

There have been no material changes from the risk factors included
in the Partnership?s Report on Form 10-K/A for the fiscal year
ended December 31, 2008 and the Partnership?s Report on Form 10Q
for the quarter ended March 31, 2009.


Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS



Units of the Partnership are sold to persons and entities who are
accredited investors as the term is defined in Rule 501(a) of
Regulation D.

The aggregate proceeds of securities sold in all share Classes to
the limited partners through June 30, 2009, was $71,526,042.  The
Partnership received $615,000 in consideration from the sale of
Units to Demeter.

Item 6.  EXHIBITS
3.1!	Certificate of Limited Partnership of Morgan Stanley
Managed Futures LV, L.P., dated February 22, 2007.
3.2!!	Second Amended and Restated Limited Partnership Agreement
of Morgan Stanley Managed Futures LV, L.P., dated June 1,
2009.
10.1*	Advisory Agreement among MSSB Managed Futures Rotella I,
LLC, Demeter Management LLC and Rotella Capital
Management, Inc. dated July 1, 2009.
31.01	Certification of President of Demeter Management LLC, the
general partner of the Partnership, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

<page>
31.02	Certification of Chief Financial Officer of Demeter
Management LLC, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.01	Certification of President of Demeter Management LLC, the
general partner of the Partnership, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management LLC, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	June 30, 2009, Morgan Stanley Managed Futures Chesapeake
I, LLC Interim Financial Statements filed herewith.
99.2	June 30, 2009, Morgan Stanley Managed Futures Kaiser I,
LLC Interim Financial Statements filed herewith.

_____________________________________




!		Incorporated by reference from the Registrant?s Form 10 filed
on August 8, 2008.

!!		Incorporated by reference from the Registrant?s Form 8K filed
on June 4, 2009.

*		Confidential treatment has been requested with respects to the
omitted portion of this exhibit.























<page>




SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




                      Morgan Stanley Managed Futures LV, L.P.
                      (Registrant)

                      By:   Demeter Management LLC
                            (General Partner)

August 14, 2009       By:   /s/Christian Angstadt
                               Christian Angstadt
                               Chief Financial Officer





The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.