Management Agreement (2007)Full Document 

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                              MANAGEMENT AGREEMENT

            THIS AGREEMENT, made as of the 9th day of October, 2007 among
MORGAN STANLEY SPECTRUM SELECT L.P., a Delaware limited partnership (the
"Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
"General Partner"), and ALTIS PARTNERS  LIMITED, an entity formed in
Jersey (the "Trading Advisor").

                             W I T N E S S E T H:

            WHEREAS, the Partnership has been organized pursuant to the Amended
and Restated Limited Partnership Agreement dated as of April 2, 2007, as may be
amended from time to time, (the "Limited Partnership Agreement"), to trade, buy,
sell, spread, or otherwise acquire, hold, or dispose of commodities (which may
include foreign currencies, mortgage-backed securities, money market
instruments, financial instruments and any other securities or items which are
now, or may hereafter be, the subject of futures contract trading), domestic and
foreign commodity futures contracts, commodity forward contracts, foreign
exchange commitments, options on physical commodities and on futures contracts,
spot (cash) commodities and currencies, and any rights pertaining thereto
(hereinafter referred to collectively as "futures interests") and securities
(such as United States Treasury bills) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer funds and to engage in all
activities incident thereto;

            WHEREAS, the Partnership is a member partnership of the Morgan
Stanley Spectrum Series (the "Fund Group") pursuant to which units of limited
partnership interest ("Units") of such member partnerships are sold to investors
in a common prospectus. Units of the Partnership are being offered pursuant to a
Registration Statement on Form S-1 (as it may be amended from time to time, the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Securities Act"), and a final prospectus constituting a part thereof (as
it may be amended and supplemented from time to time) (the "Prospectus"). Such
Units can be exchanged by a limited partner of a member partnership of the Fund
Group for Units of other member partnerships of the Fund Group after it has been
a limited partner of a member partnership of the Fund Group for six months at
100% of the respective Net Asset Value (as defined in Section 7(d)(2) of the
Limited Partnership Agreement) thereof;

            WHEREAS, the principals of the Trading Advisor have extensive
experience trading in futures interests and the Trading Advisor is willing to
provide the services and undertake the obligations as set forth herein;

            WHEREAS, the Partnership and the General Partner each desires the
Trading Advisor to act as a trading advisor for the Partnership and to make
investment decisions with respect to futures interests for its allocated portion
of the Partnership's Net Assets (as defined in Section 7(d)(1) of the Limited
Partnership Agreement) and the Trading Advisor desires so to act; and

            WHEREAS, the Partnership, the General Partner and the Trading
Advisor wish to enter into this Management Agreement which, among other things,
sets forth certain terms and conditions upon which the Trading Advisor will
conduct a portion of the Partnership's futures interests trading for the
Partnership;

            NOW THEREFORE, the parties hereto hereby agree as follows:

            1. Undertakings in Connection with the Continuing Offering of Units.

            (a) The Trading Advisor agrees with respect to the continuing
offering of Units: (i) to make all disclosures regarding itself, its principals
and affiliates, its trading performance, its trading programs, systems, methods,
and strategies (subject to the need, in the reasonable discretion of the Trading
Advisor, to preserve the secrecy of Proprietary Information (as defined in
Section 1(c) hereof) concerning such programs, systems, methods, and
strategies), any client accounts over which it has discretionary trading
authority (other than the names of or identifying information with respect to
any such clients), and otherwise, as the General Partner may reasonably require
(x) to be made in the Partnership's Prospectus required by Section 4.21 of the
CFTC's Regulations, including any amendments or supplements thereto, or (y) to
comply with any applicable federal or state law or rule or regulation, including
those of the Securities and Exchange Commission (the "SEC"), the CFTC, the
National Futures Association (the "NFA"), the National Association of Securities
Dealers, Inc. (the "NASD") or any other regulatory or self-regulatory body,
exchange, or board; and (ii) otherwise to cooperate with the Partnership, the
General Partner and Morgan Stanley & Co. Incorporated, an affiliate of the
General Partner and the selling agent for the Partnership ("MS&Co."), by
providing information regarding the Trading Advisor in connection with the
preparation and filing of the Registration Statement and Prospectus, including
any pre-or post-effective amendments or supplements thereto, with the SEC, CFTC,
NFA, NASD, and with appropriate governmental authorities as part of making
application for registration of the Units under the securities or Blue Sky laws
of such jurisdictions as the Partnership may deem appropriate. As used herein,
the term "principal" shall have the meaning as defined in Rule 3.1(a) of the
CFTC's Regulations and the term "affiliate" shall mean any individual or entity
that directly or indirectly controls, is controlled by, or is under common
control with, the Trading Advisor.

            (b) The General Partner, in its sole discretion and at any time may
(i) withdraw the SEC registration of the Units, or (ii) discontinue the offering
of Units.

            (c) If, while Units continue to be offered and sold, the Trading
Advisor becomes aware of any materially untrue or misleading statement or
omission regarding itself or any of its principals or affiliates in the
Registration Statement or Prospectus, or of the occurrence of any event or
change in circumstances that would result in there being any materially untrue
or misleading statement or omission in the Registration Statement or Prospectus
regarding itself or any of its principals or affiliates, the Trading Advisor
shall promptly notify the General Partner and shall cooperate with it in the
preparation of any necessary amendments or supplements to the Registration

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