Form of Subscription and Exchange Agreement and Power of Attorney



 Exhibit 10.3 

 

					
	



	 	 BHM DISCRETIONARY FUTURES FUND L.P.

SUBSCRIPTION/EXCHANGE AGREEMENT
	 	

 Confidential Private Placement Memorandum and Disclosure Document Dated September 1, 2010

  

			
	  
	  	  

	Morgan Stanley Smith Barney Account	  	Full Name of Account
	  
 CASH SUBSCRIPTIONS Note: only use this section
for cash purchases or adding cash to an exchange subscription to meet the minimum



									
			
	 	  	  	  	 Minimum Subscription Amounts

	
Fund Symbol                
	  	 Limited Partnership
	  	 	  	 $25,000 per Fund; $10,000 for ERISA/IRA
investors
 $10,000 for additional subscriptions (all accounts)

				
	 MFCBL
	  		  		  	
		  	BHM Discretionary Futures Fund L.P.	  		  	$                        
                        


							
	
	EXCHANGE SUBSCRIPTIONS


			
		
		  	ALL MINIMUMS APPLY            
		
	 Fund symbol(s) for commodity pool(s) from which

units are to be redeemed to exchange
	  	 Check Box to specify entire interest or quantity of units to be redeemed to
exchange

	
                                	  	 ̈ Entire Interest or
                                        
Units to MFCBL
		
	
                                	  	 ̈ Entire Interest or
                                       
  Units to MFCBL
		
	
                                	  	 ̈ Entire Interest or
                                        
Units to MFCBL

  
  

This Subscription/Exchange Agreement must be received by the General Partner no later than 3 business days prior to calendar month end to be included
in the current close. Enter Subscription/Exchange orders before sending Agreement to the below address. Client(s) signature MUST be original therefore can not be faxed or scanned to the General Partner. Account will be debited upon
receipt of this Agreement by the General Partner. 
  

			
	Mail completed Subscription/Exchange Agreement to:	  	
		
		  	 Morgan Stanley Smith Barney
  

Managed Futures
  
 522 Fifth Avenue – 14th Floor
  
 New
York, NY 10036



					
			
	Financial Advisor/Private Wealth Advisor Name	  	Employee ID Number	  	FA/PW Advisor’s Telephone Number


  
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 By signing the execution page of this Subscription Agreement and Power of Attorney (the
“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, Morgan Stanley Smith Barney LLC, Demeter Management LLC (the “General Partner”) and BHM Discretionary Futures Fund L.P. (the “Partnership”), 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, Morgan Stanley Smith Barney LLC, the
General Partner, and the 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 Partnership. 

(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 September 1, 2010 (the “Memorandum”) and the limited partnership agreement of the Partnership including any supplements and exhibits thereto (the “Limited Partnership
Agreement”), relating to and describing the terms and conditions of the private placement of the Units. Certain defined terms used herein and not otherwise defined will have the meaning as defined in the Memorandum. You hereby acknowledge that
no person is authorized to give any information or to make any statement not contained in the Memorandum or the Limited Partnership Agreement, and that any information or statement not contained in the Memorandum or the Limited Partnership Agreement
must not be relied upon as having been authorized by the Partnership. You represent that an investment in the Partnership 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, and you understand that an investment in the Partnership is speculative and may result in the complete loss of your investment. You have carefully reviewed and understand the various
risks of an investment in the Partnership, including those summarized under “Risk Factors” and “Conflicts of Interest” in the Memorandum. 
 (2) You understand that the General Partner intends to restrict investment in the Partnership 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:”



 INDIVIDUAL INVESTORS 
 Please check ALL applicable boxes below. 
  

	 ̈	I have a net worth (or joint net worth together with my spouse) — excluding the value of my primary residence — in excess of $1,000,000.


  

	 ̈	I have had an annual income during the last two full calendar years of in excess of $200,000 (or joint income together with my spouse of in excess of $300,000) and
reasonably expect to have an annual income in excess of $200,000 (or joint income together with my spouse of in excess of $300,000) during the current calendar year. I have no reason to believe that my income will not remain in excess of $200,000
(or joint income in excess of $300,000) for the foreseeable future. 

 INVESTORS OTHER THAN INDIVIDUALS INCLUDING TRUSTS,
CORPORATIONS OR PARTNERSHIPS 
 Please check ALL applicable boxes below. 

 

	 ̈	Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity. 

  

	 ̈	Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the
Securities Act. 

  

	 ̈	Any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that
Act. 

  

	 ̈	Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of
1958. 

  

	 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of
its employees, if such plan has total assets in excess of $5,000,000. 

  

	 ̈	An employee benefit plan within the meaning of Title I of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors. 


 


  
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	 ̈	Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. 


 

	 ̈	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for
the specific purpose of acquiring the Units, with total assets in excess of $5,000,000. 

  

	 ̈	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under Regulation D. 

  

	 ̈	Any trust that is an accredited investor because it is a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are
accredited investors. 

  

	 ̈	Any entity in which all of the equity owners are accredited investors. 

 (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 or 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 are of legal age to execute this Agreement and are legally competent and
authorized to make this investment. 
 (6) You represent that you are a U.S. resident or a U.S. citizen. If you are not a U.S. resident or U.S.
citizen, please advise your Morgan Stanley Smith Barney Financial Advisor or Private Wealth Advisor. 
 (7) 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. 
 (8) 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 number (2) above applies only to you, as the
custodian; or (b) if the subscription is not a gift, the representation in number (2) above applies only to that minor. 
 (9) 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 Limited Partnership Agreement, and has been
duly organized and is validly existing and is in good standing in the jurisdiction of its formation. In your representative capacity, you have determined that an investment by either the represented beneficiary or beneficial owner in the Partnership
(i) is consistent with the investment objectives, (ii) is in the best interests of, and (iii) is within the risk tolerance of such investor’s investment in the Partnership. You have also satisfied any additional due diligence
obligation you may have to your beneficiaries or beneficial owners. 
 (10) 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. 
 (11) 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
Partnership 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.” 

(12) You have carefully reviewed and understand the fees and expenses that are directly and indirectly assessed on the Partnership, including, for
example, the brokerage fee, the management fee and the incentive fee. 
 (13) You understand that the General Partner is an affiliate of Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co. International plc, and Morgan Stanley Smith Barney LLC, who will serve as the commodity brokers and FX counterparties for the Partnership, and that the Partnership is subject to
conflicts of interest as discussed in the “Conflicts of Interest” section in the Memorandum. You further understand that the Morgan Stanley & Co. Incorporated (on behalf of the Partnership) pays Morgan Stanley Smith
Barney LLC, as the Placement Agent, an ongoing placement agent fee and the Placement Agent will pay a portion of such fees to your Morgan Stanley Smith Barney Financial Advisor or Private Wealth Advisor and the prospect of receiving these fees
may provide the General Partner, the Placement Agent and your Morgan Stanley Smith Barney Financial Advisor or Private Wealth Advisor with interests that potentially conflict with your own in respect of your investment in the
Partnership. You consent to such conflicts and you 

 


  
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covenant not to object to or bring any proceedings against any of the foregoing relating to any such conflicts of interest, provided that the relevant Morgan Stanley (including Morgan Stanley
Smith Barney LLC) parties comply with the appropriate standard of liability as set forth in the Limited Partnership Agreement or any other relevant controlling agreement. 
 (14) 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 Limited Partnership Agreement. You understand that the Partnership has no intention or obligation to register the Units under the Securities Act and the General
Partner has no obligation to consent to any transfer, sale, pledge or assignment thereof. 
 (15) 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 Partnership 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 Partnership and of making an informed investment decision. You are not relying on the
General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, or any of their affiliates with respect to any legal, tax, or economic considerations relating to your investment decision, and you further understand that
the only disclosures for which the Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, or any affiliates, as applicable, accepts any responsibility relating to your investment are those set
forth in the Memorandum and the Limited Partnership Agreement. 
 (16) You agree that neither the Partnership, the General Partner, Morgan
Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, nor their respective affiliates, nor 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 Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, or
their Affiliated Persons 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
in a manner consistent with the Notice section herein, or (b) for adhering to applicable anti-money laundering obligations whether now or hereinafter in effect. 
 (17) You agree to indemnify and hold harmless the Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, 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 or resulting from any unsuccessful proceeding or other action brought by you against any of the foregoing relating to the Partnership or the offering of the Units)
(collectively, “Losses”) which the Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, 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. You also agree that you will indemnify and hold harmless the Partnership,
the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, 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 Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, or their Affiliated Persons. 

(18) You hereby represent and agree that the name, address, and ownership capacity on the Morgan Stanley Smith Barney 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 account,
and that you will promptly notify Morgan Stanley Smith Barney 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. 
 (19) All the representations, warranties and information that you have provided in this
Agreement and that you provided upfront during the initial intake process are correct and complete as of the date of this Agreement, and, if there should be any material change in such information you provided either in this Agreement or during the
initial intake process prior to or after your admission as a limited partner, you will immediately furnish such revised or corrected information to your Morgan Stanley Smith Barney Financial Advisor or Private Wealth Advisor. You acknowledge that
the Partnership, the General Partner, Morgan Stanley & Co. Incorporated, Morgan Stanley Smith Barney LLC, their Affiliated Persons, the trading advisor for the Partnership (the “Trading Advisor”) and its affiliates will rely on
such information, representations and warranties on an ongoing 

 


  
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basis. 
 Additional Representations and Warranties regarding Anti-money Laundering:

 (20) During the intake process, you previously made certain representations and warranties that your subscription is
in compliance with the anti-money laundering laws and regulations as of such time and that there have been no material developments to make such representations and warranties false. Additionally, you represent and warrant that: you are not
(a) a “Prohibited Investor” which includes: (i) an individual, entity or organization designated on the Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons or located,
organized or resident in a country or territory that is the subject of an OFAC sanctions program; (ii) a foreign shell bank; and (iii) a person or entity resident in or whose subscription funds are transferred from or through a
jurisdiction identified as non-cooperative by the Financial Action Task Force (“FATF”);1 (b) a senior foreign political figure,2 an immediate family member of a senior foreign political
figure,3 or a close associate of a senior foreign
political figure4 within the meaning of the USA Patriot
Act of 2001.5 

You acknowledge that due to money laundering requirements within their respective jurisdictions, the Partnership and the General
Partner (and/or the administrator, if applicable) acting on behalf of the Partnership may require further identification of the Subscriber and the source of payment before this Agreement can be processed. 

You acknowledge that if, following the date of acceptance of your subscription, the General Partner (or administrator, if applicable)
reasonably believes that you are or have become a “Prohibited Investor,” or have otherwise breached the representations and warranties herein as to identity, the Partnership may be obliged to freeze your investment, require you to
immediately 
  

	1	 FATF member countries and territories are defined as of October 19, 2010, as follows: Argentina, Australia, Austria, Belgium, Brazil, Canada,
China, Denmark, European Commission, Finland, France, Germany, Greece, Gulf Co-Operation Council, Hong Kong, Iceland, India, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Republic of Korea,
Russian Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, the United Kingdom and the United States. 



	2	 A “senior foreign political figure” is defined as a current or former senior official in the executive, legislative, administrative, military
or judicial branches of a foreign government (whether elected or not), a current or former senior official of a major foreign political party, or a current or former senior executive of a foreign government-owned corporation. In addition, a
“senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 



	3	 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.




	4	 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close
relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of a senior foreign political figure. 



	5	 The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.L.No. 107-56 (2001).





 withdraw your investment, or take such other action as the Partnership considers necessary or required in
accordance with applicable regulations. 
 Additional Representations and Warranties of Investor: 

(21) You represent and warrant that, except as you may disclose in writing to the General Partner, you are not subject to the Freedom of Information Act
or any similar state, county or municipal legislation or regulation under which you are or may be compelled to disclose to the public any information regarding your investment in the Partnership or the Trading Advisor. 

(22) You represent that the Form W-9 that you previously completed and returned to your Morgan Stanley Smith Barney Financial Advisor or Private Wealth
Advisor remains current 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 a revised Form W-9 to your Morgan Stanley
Smith Barney Financial Advisor or Private Wealth Advisor. 
 (23) You agree that the representations and warranties in this Agreement may be
used as a defense in any actions relating to the Partnership or the offering of the Units, and that it is only on the basis of such representations and warranties that the General Partner and the Placement Agent may be willing to accept your
subscription for Units. 
 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 Partnership. 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


 


  

	
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described in clauses (a) and/or (b). You are not a participant-directed defined contribution plan. You understand that the General Partner in its sole discretion may limit investments in the
Partnership so that less than 25% of the Units of the Partnership are owned by Benefit Plan Investors, and the General Partner may require a Benefit Plan Investor to redeem its interest in the 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: (i) has exercised any investment discretion or control with respect to your investment; (ii) has
authority, responsibility to give, or has given individualized investment advice with respect to your investment; or (iii) is the employer maintaining or contributing to you. 
 (27) If you are a Benefit Plan Investor, you also represent that both (a) and (b) as follows are true: 
 (a) the plan’s investment in the Partnership does not violate and is not otherwise inconsistent with the terms of any legal document constituting the plan or any trust agreement thereunder; and

 (b) the subscriber will, at the request of the Partnership, furnish the Partnership with such information as the
Partnership may reasonably require to establish that the purchase of the Units by the plan does not violate any provision of ERISA or the Code, including without limitation, those provisions relating to “prohibited transactions” by
“parties in interest” or “disqualified persons” as defined therein. 
 (28) 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 AGREEMENT(S) 

 
 You agree that as of the date
that your name is entered on the books of the Partnership, you shall become a limited partner of the Partnership. You also agree to each and every term of the Limited Partnership Agreement as if you signed the Limited Partnership 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 Smith Barney’s customary form. 

 
  
 POWER OF ATTORNEY AND GOVERNING LAW 
  

You hereby irrevocably constitute and appoint Demeter Management LLC, the General Partner of the Partnership (in addition to and not by
way of limitation of the Power of Attorney included in paragraph 10 of the Limited Partnership Agreement), 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 Partnership; (2) to admit others as additional or substituted limited partners to the Partnership so long as such admission is in accordance with the terms of the 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 the Partnership in connection with any claim, demand, or liability asserted or threatened by or against
the 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) the Limited Partnership Agreement and certificate 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 the Limited Partnership Agreement or any
certificate of limited partnership made in accordance with the terms of the 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 the 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. 

 


  
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 The validity and construction of this Agreement is governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to its choice of law principles); provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Agreement. 

ANY ACTION OR PROCEEDING RELATING IN ANY RESPECT TO THIS AGREEMENT, THE OPERATION OF THE PARTNERSHIP OR THE OFFERING OF THE UNITS
AGAINST YOU, THE PARTNERSHIP OR THE GENERAL PARTNER MAY BE BROUGHT AND ENFORCED IN THE COURTS OF THE CITY, COUNTY, AND STATE OF NEW YORK OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) IN THE COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND YOU, THE GENERAL PARTNER AND THE PARTNERSHIP IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH STATE AND FEDERAL COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. YOU, THE GENERAL PARTNER AND THE PARTNERSHIP
IRREVOCABLY WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO LAYING THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF THE CITY, COUNTY, AND STATE OF NEW YORK OR IN THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 

YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST THE PARTNERSHIP AND THE GENERAL PARTNER
RELATING IN ANY RESPECT TO THIS AGREEMENT, THE OPERATION OF THE PARTNERSHIP AND THE OFFERING OF THE UNITS. 
 YOU
HEREBY AGREE THAT SERVICE OF PROCESS MAY BE EFFECTED IN THE SAME MANNER AS NOTICES ARE GIVEN PURSUANT TO THE NOTICE SECTION BELOW. 
  

 
 MISCELLANEOUS 

 
 Equitable Relief. You
agree that the Partnership, the General Partner and the Trading Advisor would be subject to potentially irreparable injury as a result of any breach by you of any of the representations, warranties, acknowledgements, covenants, or agreements set
forth in this Agreement, and that monetary damages would not be sufficient to compensate or make whole the Partnership, the General Partner and the Trading Advisor for any such breach. Accordingly, you agree that Partnership, the General Partner and
the Trading Advisor, separately or together, shall be entitled to equitable and



 
injunctive relief, on an emergency, temporary, preliminary, and/or permanent basis, so as to prevent any such breach or the continuation thereof. 

Survival; Legal Effect. 
 (i) You agree that the representations, warranties, agreements, and covenants set forth in this Agreement shall, in pertinent part, survive the acceptance (or rejection) of this Agreement, and any
subsequent withdrawal from the Partnership by you. 
 (ii) This Agreement shall be binding upon you to the extent set forth
herein prior to acceptance of you as a limited partner and, if accepted, on you and the General Partner, its affiliates, and shall inure to the benefit of you, the General Partner, its affiliates and the Partnership. 

Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, such
provision shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid or unenforceable. Any such modification, invalidity, or unenforceability shall be strictly limited both
to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity, or unenforceability, this Agreement shall be interpreted so as to achieve the intent expressed herein to the
greatest extent possible in the jurisdiction in question and otherwise as set forth herein. 
 Counterparts;
Facsimiles. 
 (i) The execution page may be executed in one or more counterparts, each of which shall, however,
together constitute the same document. It is the General Partner’s policy to require submission of manually executed copies of this Agreement. In rare occasions, and in the sole discretion of the General Partner, the General Partner may from
time-to-time permit facsimiles to have the same binding force as originals. 
 (ii) You agree that the General Partner is
authorized to accept and execute the execution page, as well as any instructions given by you, in original signed form or by facsimile. If instructions are given by facsimile, you shall promptly courier the original signed form to the General
Partner and shall indemnify the Partnership, the General Partner and its affiliates for any losses and damages suffered by them as a result of acting on faxed instructions rather than instructions in original signed form. You further agree that the
Partnership, the General Partner and its affiliates, are entitled to rely conclusively on, and shall incur no liability in respect of any action taken on the basis of, any notice, consent, request, instruction, or other instrument believed in good
faith to be genuine or to be signed by properly authorized persons. 

 


  
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 Entire Agreement. This Agreement and the Limited Partnership Agreement contain the
entire agreement and understanding of the parties hereto relating to the subject matter hereof, and supersede any prior agreements and understandings of the parties relating to such subject matter. 

No Waiver. 
 (i) No failure or delay on the part of the Partnership, the General Partner and its affiliates in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Failure on the part of the Partnership, the General Partner and its affiliates to challenge
any act by you or to declare you in default with respect to the Partnership, the General Partner and its affiliates, irrespective of how long that failure continues, shall not constitute a waiver by the Partnership, the General Partner and its
affiliates of their rights with respect to that default until the applicable statute of limitations period has run. 
 (ii)
Any waiver granted by the General Partner with respect to any term of this Agreement hereunder must be in writing, signed by an authorized representative of the General Partner, and shall be valid only in the specific instance in which given.

 Confidentiality. 
 (i) You understand that the information requested in this Agreement is needed in order to ensure compliance with applicable laws and regulations, including, but not limited to, applicable anti-money
laundering laws and regulations. You acknowledge that you will receive or have access to confidential proprietary information concerning the Partnership, including, without limitation, portfolio positions, valuations, information regarding potential
investments, financial information, trade secrets and the like (collectively, “Confidential Information”), which is proprietary in nature and non-public. You agree that, except with the prior written consent of the General Partner, you
have and you shall at all times keep confidential any Confidential Information to which you have been or shall become privy relating to the business or assets of the Partnership, the General Partner, its affiliates, and the Trading Advisors unless
required to be disclosed by law; provided, that before any disclosure of information required by law otherwise subject to this Confidentiality Section, you shall so inform the General Partner and shall give the General Partner, to the greatest
extent reasonably practicable, an opportunity to contest whether such information is required by law to be disclosed. Furthermore, you have not reproduced, duplicated or delivered (and will not reproduce, duplicate or deliver)



 
the Memorandum or this Agreement and any and all other Partnership related documents to any other person, except your professional advisors or as instructed by the Partnership. 

(ii) Notwithstanding anything to the contrary contained herein, you (and each of your employees, agents or other representatives, as
applicable) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all materials of any kind provided by you relating to such tax treatment and tax
structure (as such terms are defined in U.S. Treasury Regulation section 1.6011-4). 
 Notices. 

Notice shall be provided in accordance with the Limited Partnership Agreement. 

 
  
 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
Partnership. You hereby acknowledge receipt of the Memorandum and any such additional documentation. 
  

 
 THE SUBSCRIPTION PROCESS 

 
 In order to
invest in the Partnership, you must (1) date, complete and execute one copy of this and (2) deliver or mail the Agreement to your Morgan Stanley Smith Barney Financial Advisor or Private Wealth Advisor at such person’s Morgan Stanley
Smith Barney branch office in time for it to be forwarded and received by the General Partner at Morgan Stanley Smith Barney Managed Futures, 522 Fifth Avenue, 14th Floor, New York, New York 10036, no later than 3:00 p.m.
New York City time, on the third to last business day of the month. The General Partner may accept or reject this subscription in whole or in part. 
  

 
 STATE SECURITIES LAW LEGEND 

 
 FOR GEORGIA INVESTORS ONLY:

 THE UNITS WILL BE SOLD IN RELIANCE ON THE EXEMPTION FROM SECURITIES REGISTRATION CONTAINED IN PARAGRAPH 13 OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.


 


  
 B-8









 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. 
  

BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ, UNDERSTAND AND AGREE TO ABIDE BY THE TERMS OF INVESTMENT AS DESCRIBED IN
THE MEMORANDUM AND THE LIMITED PARTNERSHIP AGREEMENT, INCLUDING ANY SUPPLEMENTS AND EXHIBITS THERETO. 
  

Section 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

  

 
 Section B. Please sign here if you are an:
ENTITY, TRUST, BENEFIT PLAN INVESTOR (see number (25) on pages 5-6 for the definition) or OTHER (please specify)
                                        .

  
  
 ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF ERISA PLANS OR INDIVIDUAL RETIREMENT ACCOUNTS IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR MORGAN STANLEY SMITH BARNEY LLC THAT THIS INVESTMENT
MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. 
 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

 Alston & Bird