Form of Subscription and Exchange Agreement and Power of Attorney



			
	 DO NOT FOR USE AFTER DECEMBER 1, 2008
	 	PPM/QPQ NUMBER                            


 Morgan Stanley Managed Futures Multi-Strategy Profile Series 
 Subscription and Exchange Agreement and Power of Attorney (for PPM Dated March 1, 2008) 
  

							
	 ̈ ̈ ̈— ̈ ̈ ̈ ̈ ̈ ̈— ̈ ̈
 ̈	 	  

	Morgan Stanley Account No.	 	Full Name of Account


									
		
	CASH SUBSCRIPTIONS	 	Subscription Amount ($50,000 minimum)
	 Partnership
 Symbol
	  	 Partnership
	 	Note: only use this section for cash purchases or
additional cash for an exchange subscription to
meet the minimum
				
	 MFLV
	  	Morgan Stanley Managed Futures LV, L.P.	 	$	 	 
				
	 MFMV
	  	Morgan Stanley Managed Futures MV, L.P.	 	$	 	 
				
	 MFHV
	  	Morgan Stanley Managed Futures HV, L.P.	 	$	 	 
				
	 EXCHANGE SUBSCRIPTIONS
	 	 	 	 	  	 


					
	 Symbol(s) for Partnership(s) from
 which units are to be redeemed
	  	 Specify quantity of units to be
redeemed (check box if exchanging
entire interest) ($50,000
minimum )
	    	 Managed Futures Multi-Strategy
 Profile Series Partnership to
Purchase

			
	 _____________________
	  	  ̈ Entire Interest or              Whole Units
	    	MF ̈ ̈
			
	 _____________________
	  	  ̈ Entire Interest or              Whole Units
	    	MF ̈ ̈
			
	 _____________________
	  	  ̈ Entire Interest or              Whole Units
	    	MF ̈ ̈

 In order to invest in the Managed Futures
Multi-Strategy Profile Series, you must (1) date, complete and execute one copy of this Subscription and Exchange Agreement and Power of Attorney and (2) deliver or mail the Subscription and Exchange Agreement and Power of Attorney to your
Morgan Stanley Financial Advisor/Investment Representative at such representative’s Morgan Stanley branch office in time for it to be forwarded and received by the general partner at Morgan Stanley Managed Futures, 552 Fifth Avenue, 13th Floor, New York, New York 10036, no later than 3:00 p.m. New York City time, on the sixth to last business
day of the month. Any subscription not revoked prior to the sixth to last business day of the month is irrevocable and cannot be redeemed until the end of the next month by submitting a redemption request. 
  
 REPRESENTATIONS AND WARRANTIES 

 
 By executing the signature page of
this Agreement, you (for yourself and any co-subscriber, and, if you are signing on behalf of an entity, on behalf of and with respect to that entity and its shareholders, partners, beneficiaries or members), represent and warrant to Morgan
Stanley & Co. Incorporated, the general partner and each partnership whose units you are subscribing for, as follows (as used below, the terms “you” and “your” refer to you and your co-subscriber, if any, or if you
are signing on behalf of an entity, such entity). You understand that Morgan Stanley & Co. Incorporated, the general partner, and each partnership whose units you are purchasing will rely upon all of your statements and representations in
this agreement in deciding whether to allow you to invest in the partnerships. 
 (1) You have received and carefully read, understand and agree to abide
by the terms of investment as described in the Confidential Private Placement Memorandum and Disclosure Document dated June 1, 2007 (the “Memorandum”) and relevant limited partnership agreement, including any supplements and exhibits
thereto, relating to and describing the terms and conditions of the private placement of the units. 
 (2) If you are a natural person (except in certain
limited circumstances consented to by the general partner) you represent that you have a net worth (exclusive of homes, furnishings and automobiles) equal to at least $1,000,000. Additionally, you understand that the general partner
intends to restrict investment in the partnerships to purchasers who are “accredited investors” as defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). You hereby represent that you are an
“accredited investor” because you satisfy one or more of the following categories of “accredited investor” (please initial below; see Exhibit C of the Memorandum for the definition of “accredited investor”): 

 

			
	 	  	 
	Initial Here	  	Initial Here

 Natural person – net worth including homes, furnishings and automobiles above
$1,000,000. 
 Natural person – $200,000 in net income in each of the past two years or $300,000 with spouse. 
 Corporation, Foundation, Endowment or Partnership – total assets in excess of $5,000,000 or all owners are accredited investors. 
 501(c)(3) organization – total assets in excess of $5,000,000. 
 Trust – total assets in excess of $5,000,000 and purchase directed by a sophisticated person. 
 Trust
– bank, savings or loan or other entity acting in a fiduciary capacity. 
  

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 Trust – revocable trust and all grantors are accredited investors. 
 Employee Benefit or Other Plan – total assets in excess of $5,000,000 or investment decision made by plan fiduciary. 
 Employee Benefit or Other Plan – total assets in excess of $5,000,000 and plan established and maintained by a state or its subdivisions.

 Banks, Savings and Loans or Similar Institution, Insurance Company, Broker / Dealer, or private business development company. 

(3) You are acquiring the units for your own account, as principal, for investment and not with a view to the resale or distribution of all or any part of such units.

 (4) Units were not offered to you by means of any general solicitation of general advertising by the general partner or any person acting on its behalf,
including without limitation (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or (b) any seminar or meeting to which you were
invited by any general solicitation or general advertising. 
 (5) You understand that an investment in the partnerships is speculative and may result in the
complete loss of your investment. You are willing and able to bear the economic risk of investing in the partnerships, and can afford a complete loss of your investment. 
  

	(6)	You are of legal age to execute this Agreement and are legally competent and authorized to make this investment. 

  

	(7)	You represent that you are a U.S. resident or a U.S. citizen. 

 (8) Unless
representation (9) below is applicable, your subscription is made with your funds for your own account and not as trustee, custodian or nominee for another. 
 (9) If you are subscribing as custodian for a minor, either (a) the subscription is a gift you have made to that minor and is not made with that minor’s funds, in which case the representation in the first sentence of number
(2) above applies only to you, as the custodian; or (b) if the subscription is not a gift, the representation in the first sentence of number (2) above applies only to that minor. 
 (10) If you are subscribing in a representative capacity, you have full power and authority to make this investment and enter into and be bound by this Agreement on
behalf of the entity for which you are purchasing the units, and that entity has full right and power to purchase the units and enter into and be bound by this Agreement and become a limited partner pursuant to the applicable limited partnership
agreement. 
 (11) If you are subscribing for a joint or community property account, you have full power and authority to purchase units and enter into and
be bound by this Agreement on behalf of the joint or community property account. 
 (12) You either: (a) are not required to be registered with the
Commodity Futures Trading Commission (“CFTC”) or to be a member of the National Futures Association (“NFA”); or (b) if so required, you are duly registered with the CFTC and are a member in good standing of the NFA. It is an
NFA requirement that the general partner attempt to verify that any person or entity that seeks to purchase units be duly registered with the CFTC and a member of the NFA, if required. You agree to supply the general partner with such information as
the general partner may reasonably request in order to attempt such verification. Certain entities that invest in the partnerships may, as a result, themselves become “commodity pools” within the intent of applicable CFTC and NFA rules,
and their sponsors, accordingly, may be required to register as “commodity pool operators.” 
 (13) You have carefully reviewed and understand the
various risks of an investment in the partnerships, including those summarized under “Risk Factors” and “Conflicts of Interest” in the Memorandum. 
 (14) You have carefully reviewed and understand the fees and expenses that are directly and indirectly assessed on the partnerships, including the general partner’s fee, the management fees, the incentive
fees and the ongoing placement fees. 
 (15) You represent that an investment in the partnerships in the amount subscribed, despite its substantial risk, is
suitable and appropriate for you given your investment objectives, risk tolerance, other holdings, and financial situation and needs. 
 (16) You understand
that the general partner is an affiliate of Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International plc, and Morgan Stanley & Co. Capital Group Inc., who will serve as the commodity brokers and F/X
counterparties for the trading companies through which the partnerships invest, and that the partnerships, by reason of investment in the trading companies, are subject to conflicts of interest as discussed in the “Conflicts of Interest”
section in the Memorandum. You further understand that each partnership pays Morgan Stanley & Co. Incorporated, as the placement agent, an ongoing placement fee and the placement agent will pay a portion of such fees to
your broker and the prospect of receiving these fees may provide the general partner, the placement agent and your broker with interests that potentially conflict with your own in respect of your investment in the partnerships.

(17) You understand that the units are illiquid and have not been registered under the Securities Act, or any similar state law, and cannot be transferred, sold,
pledged or assigned except in certain limited circumstances, and with the consent of the general partner, as set forth in the relevant limited partnership agreement. You understand that the partnerships have no intention or obligation to register
the units and the general partner has no obligation to consent to any transfer, sale, pledge or assignment thereof. 
 (18) You have relied only on the
information in the Memorandum and applicable limited partnership agreements in making your investment decision. You hereby acknowledge that no person is authorized to give any information or to make any statement not contained in the Memorandum, and
that any information or statement not contained in the Memorandum must not be relied upon as having been authorized by the partnerships. 
 (19) You have
such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of an investment in the partnerships and are able to make an informed investment decision, or you and the persons who have acted
as your purchaser representatives together have such knowledge or experience in financial or business matters and together are capable of evaluating the merits and risks of an investment in the partnerships and of making an informed investment
decision. 
 (20) You agree that neither the partnerships, the general partner, nor its placement agent or its or their respective affiliates, nor its or
their respective managers, officers, directors, members, equity holders, employees or other applicable representatives (collectively, “Affiliated Persons”), shall incur any liability (a) in respect of any action taken upon any
information provided to the partnerships by you or for relying on any notice, consent, request, instructions or other instrument believed, in good faith, to be genuine or to be signed by properly authorized persons on your behalf, including any
document transmitted by facsimile, or (b) for adhering to applicable anti-money laundering obligations whether now or hereinafter in effect. 
 (21) You
agree to indemnify and hold harmless the partnerships and their Affiliated Persons from and against any and all direct and consequential loss, damage, liability, cost or expenses (including reasonable attorneys’ and accountants’ fees and
disbursements, whether incurred in an action between the parties hereto or otherwise) (collectively, “Losses”) which the partnerships and their Affiliated Persons, or any one of them, may incur by reason of or in connection with this
Agreement, including any misrepresentation made by you or any of your agents, any breach of any declaration, representation or warranty by you, the failure by you to fulfill any covenant or agreements under this Agreement, our reliance on facsimile
or other instructions, or the assertions of your lack of proper authorization from any beneficial owners to execute and perform the obligations under this Agreement. 

  

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You also agree that you will indemnify and hold harmless the partnerships and their Affiliated Persons, or any one of them, for any Losses they may incur in
connection with your failure to comply with any applicable law, rule or regulation (including anti-money laundering laws and regulations) having application to the partnerships or their Affiliated Persons. 
 (22) You hereby represent and agree that the name, address, and ownership capacity on the Morgan Stanley account referenced on this Agreement are your true and correct
name, address, and ownership capacity, that the name, address, and ownership capacity on the partnership’s books and records shall be the same as your name, address, and ownership capacity on such Morgan Stanley account, and that you will
promptly notify Morgan Stanley of any change in your address, which change shall also be effective for all partnership purposes. You also agree to promptly notify us if any representation, warranty or statement in this Agreement becomes incomplete,
untrue or inaccurate. 
 (23) All the representations, warranties and information that you have provided in this Agreement are correct and complete as of the
date of this Agreement, and, if there should be any material change in such information prior to or after your admission as a limited partner, you will immediately furnish such revised or corrected information to your Financial Advisor/Investment
Representative. 
 Additional Representation and Warranty for Exchange Subscribers: 
 (24) You are the true, lawful, and beneficial owner of the units of limited partnership interest (or fractions thereof) to be redeemed pursuant to this Agreement, with full power and authority to request redemption
and make a subsequent investment in the partnerships. The units of limited partnership interest (or fractions thereof) which you are redeeming are not subject to any pledge or are otherwise encumbered in any fashion. 
 Additional Representations and Warranties for Benefit Plan Investors: 
 (25) If you are a “Benefit Plan Investor” (within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), you are a fiduciary (within the meaning of ERISA) with
respect to the subscriber and you are responsible for purchasing the units, and such purchase is in accordance with ERISA requirements and will not constitute a prohibited transaction under ERISA or the Internal Revenue Code of 1986, as amended (the
“Code”). The term “Benefit Plan Investor” means (a) an employee benefit plan subject to the provisions of Part 4 of Title I of ERISA, (b) a plan or individual retirement account subject to Section 4975(e)(1) of the
Code, or (c) an entity whose underlying assets are deemed to include ERISA plan assets by reason of investment in such entity by investors described in clauses (a) and/or (b). You are not a participant-directed defined contribution plan.
You understand that each partnership intends to limit investments so that less than 25% of the units of each partnership are owned by Benefit Plan Investors, and the general partner may require a Benefit Plan Investor to redeem its interest in a
partnership if such 25% limit would be exceeded. 
 (26) If you are a Benefit Plan Investor, you also represent that either (a) or (b) as follows
is true: 
 (a) neither the general partner nor any of its affiliates (i) manages any part of your investment portfolio on a
discretionary basis, (ii) regularly gives investment advice for a fee with respect to your assets, or (iii) has an agreement or understanding, written or unwritten, with you under which you receive information, recommendations or advice
concerning investments that are used as a primary basis for your decisions, or under which you receive individualized investment advice concerning your assets; or 
 (b) you are independent of the general partner, have studied the Memorandum and have made an independent decision to make the investment solely on the basis of such Memorandum and without reliance on any other
information or statements as to the appropriateness of the investment, and neither the general partner nor its employees or affiliates: (A) has exercised any investment discretion or control with respect to your investment; (B) has
authority, responsibility to give, or has given individualized investment advice with respect to your investment; or (C) is the employer maintaining or contributing to you. 
 (27) If you are a benefit plan or retirement account that is not a “Benefit Plan Investor” as defined in number (25) above, such as a governmental plan, a non-U.S. benefit plan, or a church plan that is
not subject to ERISA, this investment is in accordance with legal requirements applicable to you. 
  
  
 ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS 

 
 You agree that as of the date that your name
is entered on the books of a partnership, you shall become a limited partner of that partnership. You also agree to each and every term of the limited partnership agreement of that partnership as if you signed that agreement. You further agree that
you will not be issued a certificate evidencing the units that you are purchasing, but that you will receive a confirmation of purchase in Morgan Stanley’s customary form. 
  
  
 POWER OF ATTORNEY AND GOVERNING LAW 
  
 You hereby irrevocably constitute and appoint Demeter Management Corporation, the general partner of the partnerships, as your true and lawful Attorney-in-Fact, with full power of substitution, in your name, place,
and stead: (1) to do all things necessary to admit you as a limited partner of the partnerships in which you are investing; (2) to admit others as additional or substituted limited partners to such partnerships so long as such admission is
in accordance with the terms of the applicable limited partnership agreement or any amendment thereto; (3) to file, prosecute, defend, settle, or compromise any and all actions at law or suits in equity for or on behalf of each partnership in
connection with any claim, demand, or liability asserted or threatened by or against any partnership; and (4) to execute, acknowledge, swear to, deliver, file, and record on your behalf and, as necessary, in the appropriate public offices, and
publish: (a) applicable limited partnership agreements and certificates of limited partnership and all amendments thereto permitted by the terms thereof; (b) all instruments that the general partner deems necessary or appropriate to
reflect any amendment, change, or modification of applicable limited partnership agreements or any certificates of limited partnership made in accordance with the terms of such limited partnership agreement; (c) certificates of assumed name;
and (d) all instruments that the general partner deems necessary or appropriate to qualify or maintain the qualification of each partnership to do business as a foreign limited partnership in other jurisdictions. You agree to be bound by any
representation made by the general partner or any successor thereto acting in good faith pursuant to this power of attorney. 
 The power of
attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and survive your death, incapacity, dissolution, liquidation, or termination. 
 This Subscription and Exchange Agreement and Power of Attorney shall be governed by and interpreted in accordance with the laws of the State of New York.

  
  
 RECEIPT OF DOCUMENTATION 
  
 The regulations of the CFTC require that you be given a copy of the Memorandum, as well as additional documentation consisting of: (a) a supplement to the Memorandum, which must be given to you if the Memorandum
is dated more than nine months prior to the date that you first received the Memorandum, and (b) the most current monthly account statement (report) for the partnerships. You hereby acknowledge receipt of the Memorandum and any such additional
documentation. 
  

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 THIS IS A SPECULATIVE INVESTMENT. YOU COULD LOSE ALL OR 
 SUBSTANTIALLY ALL OF YOUR INVESTMENT. 
  
 SIGNATURE(S) — You MUST sign Either Section A or Section B
Below. 
  
  
  
 A. Please sign here if you are an: INDIVIDUAL or INDIVIDUAL
RETIREMENT ACCOUNT. 
  
 If you are
subscribing for a joint or community property account, the statements, representations, and warranties set forth in this Subscription and Exchange Agreement and Power of Attorney shall be deemed to have been made by each owner of the account. (If
the units will be owned by tenants-in-common, signatures of all owners are required.) 
  

							
	 X
	  	  
	  	 X
	  	  

	Signature of Subscriber	  	  Date                    	  	Signature of Co-Subscriber	  	  Date                    

  

			
	  
	 	  

	  Print Full Name of Subscriber	 	  Print Full Name of Co-Subscriber

  
  
 B. Please sign here if you are an: ENTITY, TRUST, BENEFIT PLAN INVESTOR (see number (25) on page 3 for the definition) or OTHER (please
specify)                                       
 . 
  
 The undersigned officer, partner,
trustee, manager, or other representative hereby certifies and warrants that s/he has full power and authority from or on behalf of the entity named below and its shareholders, partners, beneficiaries, or members to make the statements,
representations, and warranties made herein on their behalf. 
  

					
	  
	  	 X
	  	  

	  Print Full Name of Entity	  	Signature of Person Signing for Entity	  	  Date

  

	
	  

	Title:
	
	  

	Print Full Name of Person Signing for Entity


  
 Branch Manager and Financial Advisor / Investment Representative Use Only (Complete in Full and in Ink). 
  

							
		
	 (1)    the above signature(s) is/are true and correct; and
  
 (2)    based on information obtained
from the Subscriber concerning the Subscriber’s investment objectives, other investments, financial situation, needs and any other relevant information, s/he reasonably believes that:
	  	 PLEASE ENTER A BUY ORDER UPON RECEIPT OF A COMPLETED SUBSCRIPTION AGREEMENT
  
 The Financial Advisor/Investment Representative MUST sign below.

	  	     X

	  		 	Signature of Financial Advisor/Investment Representative


							
		
	 (a)    such Subscriber is or will be in a financial position appropriate to
enable such Subscriber to realize the benefits of each partnership specified, as described in the Memorandum;
  
 (b)    such Subscriber has a net worth sufficient to sustain the risk inherent in each partnership specified
(including loss of investment and lack of liquidity); and
  
 (c)    each partnership specified is otherwise a suitable investment for such Subscriber.
	  	
	  	     Print Full Name of Financial Advisor/Investment Representative
  

	  	    Telephone Number:	 	    (    )

	  	  
 The undersigned Branch Manager hereby certifies that the above
signature(s) is/are true and correct:

	  	
	  	     X

	  		 	Signature of Branch Manager
	  	  
  

	  	Print Full Name of Branch Manager

  

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