10-Q 1 lv.htm MORGAN STANLEY MANAGED FUTURES LV, L.P. lv.htm
 
 
 

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, 2010 or

o           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

 
MANAGED FUTURES PROFILE LV, L.P.
  
 
(Exact name of registrant as specified in its charter)
  

 
Delaware
  
20-8529012
 
     (State or other jurisdiction of
      incorporation or organization)
  
(I.R.S. Employer
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 o

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 o  No o

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 o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes 0  No T


 
 
 




MANAGED FUTURES PROFILE LV, L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2010



 
PART I. FINANCIAL INFORMATION
  
     
Item 1.
Financial Statements (Unaudited)
  
     
 
Statements of Financial Condition as of June 30, 2010 and December 31, 2009
2
     
 
Statements of Operations for the Three and Six Months Ended  June 30, 2010 and 2009
3
     
 
Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2010 and 2009
4
     
 
Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009
5
     
 
Notes to Financial Statements
  6-20
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21-31
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31-46
     
Item 4.
Controls and Procedures
47
     
 
PART II. OTHER INFORMATION
  
     
Item 1A.
Risk Factors
48
     
Item 2.
Unregistered Sales of Securities and Use of Proceeds
48
     
Item 6.
Exhibits
48



 
 
 

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

MANAGED FUTURES PROFILE LV, L.P.
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
 
June 30,
  
December 31,
 
2010
  
2009
ASSETS
$
  
$
       
Investments in Affiliated Trading Companies:
      
Investment in Kaiser I, LLC
19,611,410
  
17,199,089
Investment in TT II, LLC
16,872,117
  
14,636,069
Investment in DKR I, LLC
12,708,696
  
12,093,464
Investment in Rotella I, LLC
12,539,511
  
11,647,262
Investment in Chesapeake I, LLC
7,222,509
  
10,260,689
Investment in Augustus I, LLC
6,544,942
  
6,027,000
Investment in GLC I, LLC
6,414,542
  
6,092,966
       
Total Investments in Affiliated Trading Companies, at fair value
  (cost $83,622,859 and $77,508,726, respectively)
81,913,727
  
77,956,539
       
Subscriptions receivable
1,510,426
  
3,105,226
       
Total Assets
83,424,153
  
81,061,765
       
LIABILITIES
      
       
Payable to Affiliated Trading Companies
718,656
  
1,876,864
Redemptions payable
591,985
  
1,038,907
       
Total Liabilities
1,310,641
  
2,915,771
       
PARTNERS’ CAPITAL
      
Class A (42,224.518 and 37,990.609 Units, respectively)
42,090,086
  
39,684,890
Class B (9,367.409 and 8,032.706 Units, respectively)
9,474,792
  
8,492,803
Class C (17,061.872 and 15,543.827 Units, respectively)
17,510,966
  
16,633,598
Class D* (11,454.637 and 11,394.809 Units, respectively)
11,840,327
  
12,265,562
Class Z (1,133.121 and 975.295 Units, respectively)
1,197,341
  
1,069,141
       
Total Partners’ Capital
82,113,512
  
78,145,994
       
Total Liabilities and Partners’ Capital
83,424,153
  
81,061,765
       
NET ASSET VALUE PER UNIT
      
Class A
996.82
  
1,044.60
Class B
1,011.46
  
1,057.28
Class C
1,026.32
  
1,070.11
Class D*
1,033.67
  
1,076.41
Class Z
1,056.67
  
1,096.22

* Class D Units were issued beginning on March 1, 2009.

The accompanying notes are an integral part of these financial statements.

- 2 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
       
 
For the Three Months
Ended June  30,
  
For the Six Months
 Ended June 30,
               
 
2010
  
2009
  
2010
  
2009
 
$
  
$
  
$
  
$
EXPENSES
              
Ongoing Placement Agent fees
315,089
  
190,097
  
608,350
  
330,784
General Partner fees
207,785
  
128,907
  
401,352
  
215,832
Administrative fees
83,114
  
51,563
  
160,541
  
86,333
               
Total Expenses
605,988
  
370,567
  
1,170,243
  
632,949
               
NET INVESTMENT LOSS
(605,988)
  
(370,567)
  
 (1,170,243)
  
(632,949)
               
REALIZED/NET CHANGE IN UNREALIZED
              
 APPRECIATION (DEPRECIATION) ON
              
 INVESTMENTS
              
Realized
(192,470)
  
645,159
  
(192,470)
  
645,159
Net change in unrealized depreciation
              
  on investments
(3,408,730)
  
(1,287,332)
  
(2,156,945)
  
(1,956,250)
               
Total Realized/Net Change in Unrealized
              
Depreciation on Investments
(3,601,200)
  
(642,173)
  
(2,349,415)
  
(1,311,091)
               
NET LOSS
(4,207,188)
  
(1,012,740)
  
 (3,519,658)
  
(1,944,040)
               
NET LOSS ALLOCATION
              
Class A
(2,219,246)
  
(528,175)
  
(1,887,552)
  
(1,062,815)
Class B
(494,421)
  
(127,656)
  
(404,952)
  
(250,401)
Class C
(830,498)
  
(225,229)
  
(695,119)
  
(449,141)
Class D
(604,310)
  
(123,204)
  
(490,235)
  
(165,229)
Class Z
(58,713)
  
(8,476)
  
(41,800)
  
(16,454)
               
NET LOSS PER UNIT *
              
Class A
(54.21)
  
(22.28)
  
(47.78)
  
(51.60)
Class B
(53.66)
  
(22.69)
  
(45.82)
  
(49.36)
Class C
(53.07)
  
(20.93)
  
(43.79)
  
(47.47)
Class D
(52.76)
  
(14.99)
  
(42.74)
  
(25.12)
Class Z
(51.82)
  
(17.23)
  
(39.55)
  
(41.66)
               
 
Units
  
Units
  
Units
  
Units
WEIGHTED AVERAGE NUMBER
              
OF UNITS OUTSTANDING
              
Class A
40,804.347
  
23,701.385
  
39,876.061
  
20,595.353
Class B
9,119.600
  
5,626.880
  
8,725.704
  
5,072.478
Class C
16,356.890
  
10,760.311
  
15,893.739
  
9,461.409
Class D
11,454.637
  
8,218.174
  
11,424.888
  
6,576.912
Class Z
1,133.121
  
492.071
  
1,073.950
  
394.925

* Based on change in Net Asset Value per Unit.

The accompanying notes are an integral part of these financial statements.

– 3 –

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
For the Six Months Ended June 30, 2010 and 2009
(Unaudited)

 
Class A
  
Class B
  
Class C
  
Class D
  
Class Z
  
Total
 
$
  
$
  
$
  
$
  
$
  
$
Partners’ Capital,
                      
December 31, 2009
39,684,890
  
8,492,803
  
16,633,598
  
12,265,562
  
1,069,141
  
  78,145,994
                       
Subscriptions
6,860,593
  
1,899,240
  
3,766,753
  
65,000
  
170,000
  
  12,761,586
                       
Net Loss
(1,887,552)
  
(404,952)
  
(695,119)
  
(490,235)
  
(41,800)
  
  (3,519,658)
                       
Redemptions
(2,567,845)
  
(512,299)
  
(2,194,266)
  
–
  
–
  
  (5,274,410)
                       
Partners’ Capital,
                      
June 30, 2010
42,090,086
  
9,474,792
  
17,510,966
  
11,840,327
  
1,197,341
  
  82,113,512
                       
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, 2009
37,990.609
  
8,032.706
  
15,543.827
  
11,394.809
  
975.295
  
  73,937.246
                       
Subscriptions
6,752.403
  
1,838.676
  
3,607.044
  
59.828
  
157.826
  
  12,415.777
                       
Redemptions
(2,518.494)
  
(503.973)
  
(2,088.999)
  
–
  
–
  
      (5,111.466)
                       
Ending Units,
                      
June 30, 2010
42,224.518
  
9,367.409
  
17,061.872
  
11,454.637
  
1,133.121
  
  81,241.557
                       
                       
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

The accompanying notes are an integral part of these financial statements.

- 4 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

 
For the Six Months Ended June 30,
       
 
2010
  
2009
 
$
  
$
CASH FLOWS FROM OPERATING ACTIVITIES
      
       
Net loss
(3,519,658)
  
(1,944,040)
Adjustments to reconcile net loss:
      
Purchase of Investments in Affiliated Trading Companies
(8,343,790)
  
(38,221,173)
Proceeds from sale of Investments in Affiliated Trading Companies
2,037,187
  
5,469,513
Realized
192,470
  
(645,159)
Net change in unrealized depreciation on investments
2,156,945
  
1,956,250
       
Decrease in operating assets:
      
Receivable from Affiliated Trading Companies
—
  
2,540,032
       
Increase (decrease) in operating liabilities:
      
Payable to Affiliated Trading Companies
(1,158,208)
  
4,825,723
       
Net  cash used for operating activities
(8,635,054)
  
(26,018,854)
       
CASH FLOWS FROM FINANCING ACTIVITIES
      
       
Cash received from offering of Units
14,356,386
  
33,640,241
Cash paid for redemptions of Units
(5,721,332)
  
(7,621,387)
       
Net cash provided by financing activities
8,635,054
  
26,018,854
       
Net change in cash
–
  
–
Cash at beginning of period
–
  
–
Cash at end of period
–
  
–
       


















The accompanying notes are an integral part of these financial statements.

- 5 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(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 Managed Futures Profile LV, L.P. (“Profile LV” or the “Partnership”).  The financial statements and condensed notes herein should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ending December 31, 2009.

1.  Organization
Managed Futures Profile  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”) (refer to Note 4. Financial Instruments of the Trading Companies) 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 Managed Futures Multi-Strategy Profile Series, comprised of Profile LV, Managed Futures Profile MV, L.P., and Managed Futures Profile HV, L.P. (collectively, the “Profile Series”).



- 6 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 non-clearing commodity broker for the Trading Companies is Morgan Stanley Smith Barney LLC (“MSSB”) as of May 1, 2010.  The clearing commodity broker for each Trading Company is Morgan Stanley & Co. Incorporated (“MS&Co.”), except that Morgan Stanley Smith Barney Kaiser I, LLC (“Kaiser I, LLC”) uses Newedge USA, LLC (formerly, Newedge Financial Inc.) (“Newedge”) as its primary commodity broker.  Morgan Stanley & Co. International plc (“MSIP”) acts as each Trading Company’s clearing commodity broker to the extent it trades on the London Metal Exchange (except for Kaiser I, LLC, which 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 counterparties are MS&Co. and/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, LLC).

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 (depreciation) on investments on the Statements of Operations.  The Partnership


- 7 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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, 2010, are as follows:

Trading Company
Trading Advisor
   
Morgan Stanley Smith Barney Augustus I, LLC
  
  (“Augustus I, LLC”)
Augustus Asset Managers Limited
Morgan Stanley Smith Barney Chesapeake Diversified I, LLC
  
  (“Chesapeake I, LLC”)
Chesapeake Capital Corporation
Morgan Stanley Smith Barney DKR Fusion I, LLC
  
(“DKR I, LLC”)
DKR Fusion Management L.P.
Morgan Stanley Smith Barney GLC I, LLC
  
(“GLC I, LLC”)
GLC Ltd.
Kaiser I, LLC
Kaiser Trading Group Pty. Ltd.                                                                         
Morgan Stanley Smith Barney Rotella I, LLC
  
(“Rotella I, LLC”)
Rotella Capital Management, Inc.
Morgan Stanley Smith Barney TT II, LLC
  
(“TT II, LLC”)
Transtrend B.V.



Demeter Management LLC (“Demeter”), the general partner of the Partnership and the trading manager of each Trading Company, is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”).  MSSBH is majority-owned indirectly by Morgan Stanley and minority-owned indirectly by Citigroup Inc. MS&Co., MSIP, and MSCG are wholly-owned subsidiaries of Morgan Stanley.

Demeter may reallocate the Partnership’s assets to the different Trading Companies at its sole discretion.


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 Securities Act of 1933, as amended.  Depending on the

- 8 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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 Unit holders are not subject to paying the ongoing placement agent fee.

2.  Related Party Transactions
The cash held by each Trading Company is on deposit with MS&Co., MSIP, and MSSB in futures interest trading accounts to meet margin requirements as needed.  MSSB pays each Trading Company at each month end interest income on 100% of its average daily funds held at MSSB.  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 Companies on Futures Interests. MS&Co. and MSSB will retain any excess interest not paid to each Trading Company.

-  9 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership pays monthly administrative fees and general partner fees to Demeter.  The Partnership pays to MSSB, the principal subsidiary of MSSBH, ongoing placement agent fees on a monthly basis equal to a percentage of the net asset value of a limited partners’ Units as of the beginning of each month.

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

The guidance issued by the Financial Accounting Standards Board (“FASB”) on income taxes clarifies the accounting for uncertainty in income taxes recognized in the 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.  The Partnership has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements as of June 30, 2010.  If applicable, the Partnership recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statements of Operations.  Generally, the 2007 through 2009 tax years remain subject to examination by U.S. federal and most state tax authorities.



- 10 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)



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.  Futures Interests are open commitments until settlement date, at which time they are realized.  They are valued at fair value, generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Statements of Financial Condition as net unrealized gains or losses on open contracts.  The resulting net change in unrealized gains and losses is reflected in the net change in unrealized trading profit (loss) from one period to the next on the Statements of Operations.  The fair value of exchange-traded futures, options and forwards contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period.  The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) of the last business day of the reporting period.  The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs, the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period.  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.



- 11 -
 
 
 
 
MANAGED FUTURES PROFILE 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 will be equal to 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 as required by the Derivatives and Hedging as required by the FASB Accounting Standards Codification (“ASC” or the “Codification”).   A derivative is defined as a financial instrument or other contract that has all three of the following characteristics:

1)  
a) One or more underlyings and b) notional amounts or payment provisions or both;
2)  
Requires no initial net investment or a smaller initial net investment than would be required for other types of contracts that would be expected to have a similar response relative to changes in market factors; and
3)  
Terms that require or permit net settlement.

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



- 12 -
 
 
 
 
MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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, factors that result in frequent changes in the fair value of the Trading Companies’ open positions, and consequently in their 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 are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled upon an agreed upon settlement date.  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.

5.  Fair Value Measurements and Disclosures
Financial instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Assets and liabilities carried at fair value are classified and disclosed in the following 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 unadjusted quoted market 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).
- 13 -
 
 
 
 
MANAGED FUTURES PROFILE 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 Partnership’s assets and liabilities measured at fair value on a recurring basis are summarized in the following tables by the type of inputs applicable to the fair value measurements.

June 30, 2010
 
 
 
 
Assets
   Unadjusted
      Quoted Prices in
        Active Markets for
             Identical Assets
                     (Level 1)
 
                Significant Other
                   Observable
                       Inputs
                         (Level 2)
 
       Significant
    Unobservable
           Inputs
          (Level 3)
 
 
 
 
                                                 Total
   
 $
 
                $
Investment in Kaiser I, LLC
–
19,611,410        
n/a
19,611,410
Investment in TT II, LLC
–
16,872,117        
n/a
16,872,117
Investment in DKR I, LLC
–
12,708,696        
n/a
12,708,696
Investment in Rotella I, LLC
–
12,539,511        
n/a
12,539,511
Investment in Chesapeake I, LLC
–
7,222,509        
n/a
7,222,509
Investment in Augustus I, LLC
–
6,544,942        
n/a
6,544,942
Investment in GLC I, LLC
–
6,414,542        
n/a
6,414,542






- 14 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2009
 
 
 
 
Assets
    Unadjusted
       Quoted Prices in
       Active Markets for
           Identical Assets
                     (Level 1)
 
     Significant Other
   Observable
       Inputs
     (Level 2)
 
       Significant
      Unobservable
            Inputs
           (Level 3)
 
 
 
 
                            Total
   
   $                               
 
                         $
Investment in Kaiser I, LLC
–
17,199,089                           
n/a
17,199,089
Investment in TT II, LLC
–
14,636,069                           
n/a
14,636,069
Investment in DKR I, LLC
–
12,093,464                           
n/a
12,093,464
Investment in Rotella I, LLC
–
11,647,262                           
n/a
11,647,262
Investment in Chesapeake I, LLC
–
10,260,689                           
n/a
10,260,689
Investment in GLC I, LLC
–
   6,092,966                           
n/a
6,092,966
Investment in Augustus I, LLC
–
6,027,000                           
n/a
6,027,000

The Partnership’s assets identified as “Investments in Affiliated Trading Companies” reflected on the Statements of Financial Condition represents the Partnership’s pro rata share of each Trading Company’s net asset value.  The net assets of each Trading Company is 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 fair 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 (“U.S. GAAP”).

At June 30, 2010, the Partnership’s investment in the Trading Companies represented approximately: Kaiser I, LLC 23.88%; TT II, LLC 20.55%; DKR I, LLC 15.48%; Rotella I, LLC 15.27%; Chesapeake I, LLC 8.80%; Augustus I, LLC 7.97%, and GLC I, LLC 7.81% of Profile LV’s Partners’ Capital, respectively.

- 15 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

At December 31, 2009, the Partnership’s investment in the Trading Companies represented approximately: Kaiser I, LLC 22.01%; TT II, LLC 18.73%; DKR I, LLC 15.48%; Rotella I, LLC 14.90%; Chesapeake I, LLC 13.13%; Augustus I, LLC 7.71%; and GLC I, LLC 7.80% of Profile LV’s Partners’ Capital, respectively.


The tables below represent summarized Income Statement information for the Trading Companies that the Partnership invests in for the three and six months ended June 30, 2010 and 2009, respectively, in accordance with Rule   3-09 of Regulation S-X, as follows:


For the Three Months Ended June 30, 2010
 
 
Investment
Income/(Loss)
Net
  Investment (Loss)
 
Total Trading Results
 
Net
Income/(Loss)
 
 
$
$
$
$
Chesapeake I, LLC
(10,242)
(198,680)
(5,087,762)
(5,286,442)
Kaiser I, LLC
218
(287,992)
2,365,060
2,077,068
TT II, LLC
822
(289,991)
(1,109,594)
 (1,399,585)



For the Six Months Ended June 30, 2010
 
 
Investment
Income/(Loss)
Net
  Investment (Loss)
 
Total Trading Results
 
Net
Income/(Loss)
 
 
$
$
$
$
Chesapeake I, LLC
(21,724)
(424,038)
 (4,766,347)       
 (5,190,385)
Kaiser I, LLC
218
(582,844)
2,093,119
   1,510,275
TT II, LLC
(1,933)
(575,295)
2,095,536       
 1,520,241 




For the Three Months Ended June 30, 2009
 
 
 
Investment Income
  Net
Investment (Loss)
 
Total Trading Results
 
Net
Income/(Loss)
 
 
$
$
$
$
Chesapeake I, LLC
   –
 (177,274)
(1,966,591)
  (2,143,865)
Kaiser I, LLC
   623
 (260,421)
115,591
(144,830)



-  16 -
 
 
 
 
MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)



For the Six Months Ended June 30, 2009
 
 
 
Investment Income
 
  Net
Investment (Loss)
 
Total Trading Results
 
 
Net (Loss)
 
 
$
$
$
$
Chesapeake I, LLC
   11,503
 (332,206)
(2,170,969)
(2,503,175)
Kaiser I, LLC
    3,929
 (506,490)
(200,323)
(706,813)

6.  Other Pronouncements
(a) Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
In June 2009, the FASB issued accounting guidance to establish the FASB Codification.  ASC established the exclusive authoritative reference for U.S. GAAP for use in financial statements except for Securities and Exchange Commission (“SEC”) rules and interpretive releases, which are also authoritative U.S. GAAP for SEC registrants.  The Codification supersedes all existing non-SEC accounting and reporting standards.  The Codification became the single source of authoritative U.S. GAAP and is effective for financial statements issued for interim and annual periods ending after September 15, 2009.
 
 
(b)  Fair Value Measurements
In April 2009, the FASB issued additional guidance relating to Fair Value Measurements 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.  It is effective for the interim and annual periods ending after June 15, 2009 and the adoption did not have a material impact on the Partnership’s financial statements.



- 17 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(c)  Financial Instruments
In April 2009, the FASB issued new guidance that 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.  This guidance is effective for the interim and annual periods ending after June 15, 2009.  The adoption of this guidance did not have a material impact on the Partnership’s financial statements.

(d)  Subsequent Events

In May 2009, the FASB issued accounting guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  In February 2010, the FASB issued Accounting Standard Update, Subsequent Events – Amendments to Certain Recognition and Disclosures Requirements, which was effective immediately, and amends the previous guidance on subsequent events and no longer requires SEC filers to disclose the date through which subsequent events have been evaluated.  Management performed its evaluation of subsequent events and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.

(e)  Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
In September 2009, the FASB issued updated guidance on Fair Value Measurement and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share or its
equivalent.  The updated guidance permits, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the updated guidance on the basis of the net asset value per share

- 18 -

 
 
 

MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
 
of the investment or its equivalent.  Additionally, the updated guidance requires disclosures by major category of investment about the attributes of the investments within the scope of these amendments, such as the nature of any restrictions on redemptions, any unfunded commitments and the investment strategies of the investees.  The updated guidance is effective for interim and annual periods ending after December 15, 2009.  Management believes that the adoption of this guidance did not have a material impact on the financial statements of the Partnership. 
 
 
(f)  Improving Disclosures about Fair Value Measurements
In January 2010, the FASB issued guidance, which, among other things, amends fair value measurements and disclosures to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy.  This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of this guidance did not have a material impact on the Partnership’s financial statements.



- 19 -
 
 
 
 
MANAGED FUTURES PROFILE LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
 
 
(g)  Consolidation of Variable Interest Entities
In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for variable interest entities.  It contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity.  It also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded.  The amendment is effective for annual periods after November 15, 2009, and interim periods thereafter.  Effective February 25,  2010, the FASB has decided to indefinitely defer the application of this amendment for certain entities.  Management believes that the Partnership meets the criteria for the indefinite deferral of the application of this guidance.



 
 















 
- 20 -

 
 
 

Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity.  MS&Co. and its affiliates 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.  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 fluctuation 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 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 their futures or options contracts and result in restrictions on redemptions.



- 21 -

 
 
 

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 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
 
 
- 22 -

 
 
 

30, 2010 and 2009, 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.

The Partnership’s results of operations set forth in the financial statements on pages 2 through 20 of this report are prepared in accordance with U.S. GAAP, which requires 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 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 approximately 3:00 P.M. (E.T.) of the business day.

For the Three and Six Months Ended June 30, 2010
The Partnership recorded total realized/net change in unrealized depreciation on investments of $(3,601,200) and expenses totaling $605,988, resulting in a net loss of $4,207,188 for the three months ended June 30, 2010.  The Partnership’s net asset value per Unit by share Class is provided in the table below.

- 23 -

 
 
 

Share Class
NAV at 6/30/10
NAV at 3/31/10
     
A
$996.82                             
$1,051.03
B
     $1,011.46
$1,065.12
C
     $1,026.32
$1,079.39
D
     $1,033.67
$1,086.43
Z
     $1,056.67
$1,108.49


The most significant trading losses of approximately 2.2% were recorded in the global stock index sector, primarily during May and June, from long positions in European and Pacific Rim equity index futures. Equity prices declined in May on growing concerns that Greece’s sovereign debt crisis might begin to spread throughout Europe.  Additionally, prices continued to fall throughout May due to uncertainty regarding policy actions in Europe and the impact on global economic growth.  During June, equity prices dropped during the second half of the month on concerns regarding weakening growth in China and a slump in U.S. consumer confidence.  Within the energy markets, losses of approximately 2.0% were incurred primarily during May and June from long futures positions in crude oil and its related products as prices decreased amid worries that Europe’s debt troubles might impede global energy demand.  Meanwhile, short positions in natural gas futures resulted in losses as prices reversed higher during the first half of May after a U.S. government report showed that stockpiles grew less than forecast.  Natural gas futures prices then moved higher in June due to higher-than-normal temperatures in the Eastern U.S. and forecasts for an active hurricane season.  In the currency sector, losses of approximately 1.9% were experienced primarily during May and June from long positions in the Australian dollar, Canadian dollar, and Mexican peso versus the U.S. dollar as the value of these currencies reversed lower against the U.S. dollar after growing concerns regarding the European debt crisis reduced demand for higher-yielding currency assets.  Additional losses of approximately 0.7% were recorded within the metals markets, primarily during May, from long futures positions in aluminum, copper, nickel, and zinc as prices fell after credit-rating downgrades of Greece and

- 24 -
 
 
 
 
Portugal threatened to undermine economic growth, thereby eroding demand for base metals.  Smaller losses of approximately 0.7% were incurred in the agricultural sector, primarily during May and June, from short positions in corn futures as prices reversed higher following news that U.S. farmers planted fewer acres than they had planned.  Elsewhere in this sector, short positions in wheat futures resulted in losses as prices rose in June on supply concerns after wet weather disrupted harvesting in the U.S. Midwest and Great Plains.  A portion of the Partnership’s losses for the quarter was offset by gains of approximately 3.8% achieved within the global interest sector throughout the majority of the quarter from long positions in U.S., European, and Japanese fixed-income futures as prices trended higher due to an unexpected drop in U.S. consumer confidence, increased regulatory scrutiny of the financial industry, and the growing European debt crisis.

The Partnership recorded total realized/net change in unrealized depreciation on investments of $(2,349,415) and expenses totaling $1,170,243, resulting in a net loss of $3,519,658 for the six months ended June 30, 2010.  The Partnership’s net asset value per Unit by share Class is provided in the table below.
 
Share Class
NAV at 6/30/10
NAV at 12/31/09
     
A
$996.82           
$1,044.60
B
     $1,011.46
$1,057.28
C
     $1,026.32
$1,070.11
D
     $1,033.67
$1,076.41
Z
     $1,056.67
$1,096.22

The most significant trading losses of approximately 2.0% were experienced in the global stock index sector, primarily during January, May, and June, from long positions in U.S., European, and Pacific Rim equity index futures.  During January, global equity prices reversed sharply lower amid disappointing U.S. corporate earnings reports, concerns regarding U.S. President Barack Obama’s proposed limits on risk-taking by banks, and speculation that China might raise interest rates.  Later in January, global equity prices continued to fall

- 25 -
 
 
 
 
on mounting concerns over sovereign debt defaults from a number of European countries, most notably Greece, Portugal, and Spain.  Additional losses were recorded in these markets during May as prices once again reversed lower on growing concerns that Greece’s sovereign debt crisis might begin to spread throughout Europe.  Prices then continued to fall throughout May due to uncertainty regarding policy actions in Europe and the impact on global economic growth.  Global equity prices dropped further during the second half of June on concerns regarding weakening growth in China and a slump in U.S. consumer confidence.  Within the energy markets, losses of approximately 1.7% were incurred primarily during January, May, and June from long futures positions in crude oil and its related products.  During January, prices in these markets declined due to reports of increased U.S. inventories, as well as on speculation that China’s economic activity and energy demand may ease.  Prices also dropped during May and June amid worries that Europe’s aforementioned debt troubles might weaken global energy demand.  In the agricultural sector, losses of approximately 1.6% were experienced primarily during February and March from long futures positions in sugar as prices reversed lower amid easing supply concerns following news that production might rise in Brazil, India, and Thailand, three of the world’s largest sugar producers.  Elsewhere in the agricultural complex, short positions in corn futures resulted in losses as prices reversed higher following news that U.S. farmers planted fewer acres than they had planned.  Smaller losses were recorded from short futures positions in wheat as prices rose in June on supply concerns after wet weather disrupted harvesting in the U.S. Midwest and Great Plains.  Within the currency sector, losses of approximately 0.4% were incurred primarily during January, May, and June from long positions in the Australian dollar, Canadian dollar, and Norwegian krona versus the U.S. dollar.  During January, the value of the U.S. dollar rose relative to these currencies after a drop in the global equity markets diminished demand for riskier assets, thereby causing the U.S. dollar to benefit as a “safe haven” currency.  The value of these currencies then moved lower against the U.S. dollar

- 26 -
 
 
 
 
during May and June after growing concerns regarding the European debt crisis reduced demand for higher-yielding currency assets.  Additional losses of approximately 0.2% were experienced in the metals markets, primarily during January and May, from long positions in aluminum, copper, and zinc futures.  During January, prices dropped amid a rise in the value of the U.S. dollar, as well as on speculation that demand for base metals might wane.  Further losses were experienced in May as prices were pressured lower after credit-rating downgrades of Greece and Portugal threatened to undermine economic growth, which eroded demand for base metals.  A portion of the Partnership’s losses for the first six months of the year was offset by gains of approximately 4.8% achieved within the global interest rate sector throughout the majority of the first six months of 2010 from long positions in U.S. European, and Japanese fixed-income futures.  Prices in this sector increased during the first quarter on concerns that lending restrictions in China, possible reductions in U.S. stimulus measures, and Greece’s fiscal struggles might stifle the global economic rebound, thereby boosting demand for the relative “safety” of government bonds.  Prices were then pressured higher during the second quarter amid an unexpected drop in U.S. consumer confidence, increased regulatory scrutiny of the financial industry, and the growing European debt crisis.

For the Three and Six Months Ended June 30, 2009
The Partnership recorded total realized/net change in unrealized depreciation on investments 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 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

- 27 -
 
 
 
 
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 Group of 20 (“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 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 forecast.  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,

- 28 -
 
 
 
 
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 forecast, 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.

The Partnership recorded total realized/net change in unrealized depreciation on investments 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

- 29 -
 
 
 
 
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 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 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

- 30 -
 
 
 
 
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.

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 often 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 their earnings, whether realized or

- 31 -
 
 
 
 
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 leverage 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.

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 their 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.
- 32 -
 
 
 
 
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 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

- 33 -
 
 
 
 
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.
 
 
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, 2010 and 2009, Chesapeake I, LLC’s total capitalization was $18,323,005 and $26,532,071, respectively.  The Partnership owned approximately 39% and 29%, respectively, of Chesapeake I, LLC.




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Chesapeake I, LLC
 
                       June 30, 2010
  
                          June 30, 2009
Primary Market Risk Category
VaR         
 
VaR        
       
Currency
(0.49)%  
 
(0.40)% 
Interest Rate
(1.39)
  
(0.31)
Equity
(2.15)
  
(0.09)
Commodity
(2.25)
  
(1.24)
Aggregate Value at Risk
(2.88)%    
 
(1.19)% 


As of June 30, 2010 and 2009, DKR I, LLC’s total capitalization was $12,708,696 and $9,377,205, respectively.  The Partnership owned 100% and 100%, respectively, of DKR I, LLC.



DKR I, LLC
 
                        June 30, 2010
  
                          June 30, 2009
Primary Market Risk Category
VaR              
 
VaR     
       
Currency
(0.61)%  
 
(0.45)%
Interest Rate
(1.16)
  
(0.48)
Equity
(0.47)
  
(0.17)
Commodity
(0.47)
  
(1.58)
Aggregate Value at Risk
(1.56)% 
 
(1.92)%

As of June 30, 2010 and 2009, Kaiser I, LLC’s total capitalization was $44,720,349 and $40,468,072, respectively.  The Partnership owned approximately 44% and 35%, respectively, of Kaiser I, LLC.



Kaiser I, LLC
 
                     June 30, 2010
  
                          June 30, 2009
Primary Market Risk Category
VaR        
 
VaR      
       
Currency
(0.20)%  
 
(0.25)% 
Interest Rate
(0.76)
  
(0.37)
Equity
(0.27)
  
(0.26)
Commodity
(0.19)
  
(0.07)
Aggregate Value at Risk
(1.00)% 
 
(0.69)%  

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As of June 30, 2010 and 2009, TT II, LLC’s total capitalization was $41,047,561 and $38,905,204, respectively.  The Partnership owned approximately 41% and 32%, respectively, of TT II, LLC.
TT II, LLC
 
                          June 30, 2010
  
                         June 30, 2009
Primary Market Risk Category
VaR          
 
VaR              
       
Currency
(0.67)%  
 
(0.95)%  
Interest Rate
(0.91)
  
(0.95)
Equity
(0.25)
  
(0.57)
Commodity
(0.53)
  
(0.80)
Aggregate Value at Risk
(1.03)%
  
(2.54)%

As of June 30, 2010 and 2009, Rotella I, LLC’s total capitalization was $19,760,198 and $16,766,549, respectively.  The Partnership owned approximately 63%  and 56%, respectively, of Rotella I, LLC.

Rotella I, LLC
 
                                  June 30, 2010
Primary Market Risk Category
VaR               
   
Currency
(0.55)%  
Interest Rate
(0.92)
Equity
(0.62)
Commodity
(0.38)
Aggregate Value at Risk
(1.27)%  

As of June 30, 2010, Augustus I, LLC’s total capitalization was $18,386,161.  The Partnership owned approximately 36% of Augustus I, LLC.  Effective October 1, 2009, Augustus I, LLC was added as a Trading Company.




- 36 -
 
 
 
 
Augustus I, LLC
 
                                            June 30, 2010
Primary Market Risk Category
VaR         
   
Currency
(1.07)%
Interest Rate
  (0.71)
Aggregate Value at Risk
(1.57)%

As of June 30, 2010, GLC I, LLC’s total capitalization was 18,015,327.  The Partnership owned approximately 36% of GLC I, LLC.   Effective October 1, 2009, GLC I, LLC was added as a Trading Company.

GLC I, LLC
 
                                             June 30, 2010
Primary Market Risk Category
VaR          
   
Currency
(0.79)%  
Interest Rate
(0.51)
Equity
(0.43)
Aggregate Value at Risk
(1.09)%  

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 positively or negatively materially impact market risk as measured by VaR.
- 37 -
 
 
 
 
The tables below supplement 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 four quarter-end reporting periods from July 1, 2009 through June 30, 2010 and from July 1, 2008 through June 30, 2009, respectively.


June 30, 2010
Chesapeake I, LLC
Primary Market Risk Category
   High    
Low                          
Average       
       
Currency
(0.98)%  
    (0.49)%
(0.72)%  
Interest Rate
(1.39)
    (0.60)
(0.96)
Equity
(3.82)
(2.15)                
(3.28)
Commodity
(3.89)
    (2.10)
(3.00)
Aggregate Value at Risk
(7.15)%   
    (2.88)%
(5.42)%  


DKR I, LLC
Primary Market Risk Category
High          
Low                                  
Average           
       
Currency
(1.39)%
(0.61)%
(1.00)%  
Interest Rate
(1.16)
(0.57)
(0.82)
Equity
(0.77)
(0.23)
(0.52)
Commodity
(2.02)
(0.47)
(1.15)
Aggregate Value at Risk
(2.98)%  
(1.37)%
(2.03)%  


Kaiser I, LLC
Primary Market Risk Category
High         
Low                            
Average         
       
Currency
(0.24)% 
    (0.13)%
(0.19)%  
Interest Rate
(0.81)
(0.08)
(0.53)
Equity
(1.44)
(0.27)
(0.68)
Commodity
(0.19)
(0.01)
(0.11)
Aggregate Value at Risk
(1.40)%    
(0.51)%
(0.93)%






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Augustus I, LLC
Primary Market Risk Category
High         
Low               
Average
       
Currency
(1.69)%  
–
(1.00)%  
Interest Rate
(0.71)
–
(0.40)
Aggregate Value at Risk
(1.85)%  
–
(1.17)% 


TT II, LLC
Primary Market Risk Category
High           
Low                            
Average           
       
Currency
(2.29)% 
(0.67)%
(1.27)%
Interest Rate
(1.15)
(0.43)
(0.89)
Equity
(3.55)
(0.25)
(1.73)
Commodity
(2.11)
(0.53)
(1.20)
Aggregate Value at Risk
(6.84)% 
(1.03)%
(3.36)%



Rotella I, LLC

Primary Market Risk Category
       High
Low             
Average         
       
Currency
               (0.95)%
(0.55)%  
(0.76)%  
Interest Rate
                (0.92)
(0.43)
(0.63)
Equity
               (4.04)
(0.62)
(2.31)
Commodity
               (1.63)
(0.38)
(1.05)
Aggregate Value at Risk
             (5.70)%
(1.27)%
(3.57)% 



GLC I, LLC

Primary Market Risk Category
High            
Low                         
Average       
       
Currency
(1.53)% 
–
(0.86)%
Interest Rate
(0.88)
–
(0.39)
Equity
(0.98)
–
(0.51)
Commodity
(0.28)
–
(0.07)
Aggregate Value at Risk
(1.69)%  
–
(1.11)%






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June 30, 2009
Chesapeake I, LLC
Primary Market Risk Category
High          
Low
Average
       
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)%

TT 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)%

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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;
·  
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, 2010 and 2009, and for the four quarter-end reporting periods from July 1, 2009 through June 30, 2010 and from July 1, 2008 through June 30, 2009, respectively.

- 41 -
 
 
 
 

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 their 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 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 not needed for margin. 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 MSSB; as of June 30, 2010, such amount was equal to:
·  
approximately 84% of Chesapeake I, LLC’s net assets.
·  
approximately 94% of DKR I, LLC’s net assets.
·  
approximately 98% of Kaiser I, LLC’s net assets.
·  
approximately 94 % of Rotella I, LLC’s net assets.
·  
approximately 94% of TT II, LLC’s net assets.
·  
approximately 96% of Augustus I, LLC’s net assets.
·  
approximately 94% of GLC I, 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.


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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.

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 expropriations, 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 Advisor for each Trading Company, in general, tends to utilize its trading system(s) to take positions when market opportunities develop, and Demeter anticipates that the Trading Advisors will continue to do so.

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

- 43 -
 
 
 
 
The following were the primary trading risk exposures of the Partnership at June 30, 2010, by market sector.  It may be anticipated, however, that these market exposures will vary materially over time.

Interest Rate.  The largest market exposure of the Partnership at June 30, 2010, was to the global interest rate sector.  Exposure was primarily spread across the U.S., European, 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.  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 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, 2010, 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, 2010, the Partnership’s major exposures were to the Australian dollar, Canadian dollar, New Zealand dollar,

- 44 -
 
 
 
 
Japanese yen, Swiss franc, euro, Norwegian krone, Swedish krona, British pound, and Polish zloty 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, 2010, the Partnership had market exposure to the global stock index sector.  Exposure was primarily to equity price risk in 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, 2010, the Partnership’s primary market exposures were to the DAX (Germany), FTSE 100 (United Kingdom), NASDAQ 100 (U.S.), AEX (The Netherlands), S&P Nifty (India), S&P 500 (U.S.), and Dow Jones Industrials (U.S.) stock indices.  The Partnership is typically exposed to the risk of adverse price trends or static markets in the North American, 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 second largest market exposure of the Partnership at June 30, 2010, was to the markets that comprise these sectors.  Most of the exposure was to the wheat, corn, coffee, cotton, lean hog, soybean meal, and live cattle markets.  Supply and demand inequalities, severe weather disruptions, and market expectations affect price movements in these markets.

Metals.  At June 30, 2010, 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, copper, zinc, aluminum,

- 45 -
 
 
 
 
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, 2010, 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.  Oil and gas prices can be volatile and significant profits and losses, which have been experienced in the past, are expected to continue to be experienced in these markets in the future.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the Partnership at June 30, 2010:

Foreign Currency Balances. The Partnership’s primary foreign currency balances at June 30, 2010, were in euros, British pounds, Japanese yen, Australian dollars, Canadian dollars, Swedish kronor, Hong Kong dollars, Hungarian forint, Swiss francs, and South African rand.  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.










- 46 -
 
 
 
 

Item 4.               CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the management of Demeter, at the time this quarterly report was filed, Demeter’s President (Demeter’s principal executive officer) and Chief Financial Officer (Demeter’s principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) as of June 30, 2010.  The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act are recorded, processed and summarized and reported within   the time period specified in the applicable rules and forms.  Based on this evaluation, the President and Chief Financial Officer of Demeter have concluded that the disclosure controls and procedures of the Partnership were effective at June 30, 2010.

 
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 .


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.
- 47 -

 
 
 

PART II.  OTHER INFORMATION
Item 1A.  RISK FACTORS

There have been no material changes from the risk factors previously referenced in the Partnership’s Report on Form 10-K for the fiscal year ended December 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, 2010, was $102,581,545.  The Partnership received $805,000 in consideration from the sale of Units to Demeter.


Item 6.  EXHIBITS
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.
 
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.
 

 

 

 

 
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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.




 
Managed Futures Profile LV, L.P.
 
(Registrant)
     
 
By:
Demeter Management LLC
   
(General Partner)
     
August 13, 2010
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.




















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