SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
     This Second Amended and Restated
Agreement of Limited Partnership, dated as
of June 1, 2009, by and between Demeter
Management LLC, a Delaware limited liability
company (the "General Partner"), and the
other parties who shall execute this
Agreement, whether in counterpart, by
separate instrument, or otherwise, as
limited partners (collectively "Limited
Partners"; the General Partner and Limited
Partners may be collectively referred to
herein as "Partners"). This Agreement
replaces the agreement executed on October
31, 2008 in its entirety. 
W I T N E S S E T H:
     WHEREAS, the parties hereto desire to
form a limited partnership for the purpose
of speculative trading in futures, forwards
and options;
     WHEREAS, the parties amended and restated
the original limited partnership agreement
executed on February 22, 2007 in its
entirety due to the registration of the
units of the Partnership under the
Securities Exchange Act of 1934, as amended,
on October 31, 2008;
     WHEREAS, the parties now desire to amend
and restated the First Amended and Restated
Limited Partnership Agreement executed on
October 31, 2008, in order to reflect the
conversion of the General Partner to a
limited liability company;
     <page>
     NOW, THEREFORE, the parties hereto hereby
agree as follows:
1.    Formation; Name
     The parties hereto formed a limited
partnership under the Delaware Revised
Uniform Limited Partnership Act, as amended
and in effect on February 22, 2007 (the
"Act"). The name of the limited partnership
is Morgan Stanley Managed Futures HV, L.P.
(the "Partnership"). The General Partner has
executed and filed a Certificate of Limited
Partnership of the Partnership (the
"Certificate of Limited Partnership") in
accordance with the Act, and shall execute,
file, record and publish as appropriate such
amendments, assumed name certificates, and
other documents as are or become necessary
or advisable in connection with the
operation of the Partnership, as determined
by the General Partner, and shall take all
steps which the General Partner shall deem
necessary or advisable to allow the
Partnership to conduct business as a limited
partnership where the Partnership conducts
business in any jurisdiction, and to
otherwise provide that Limited Partners will
have limited liability with respect to the
activities of the Partnership in all such
jurisdictions, and to comply with the laws
of any such jurisdiction. Each Limited
Partner hereby undertakes to furnish to the
General Partner a power of attorney and such
additional information as the General
Partner may request to complete such
documents and to execute and cooperate in
the filing, recording, or publishing of such
documents at the request of the General
Partner.
<page>
2.    Office
     The principal office of the Partnership
shall be c/o Demeter Management LLC, 522
Fifth Avenue, 13th Floor, New York, New York
10036, or such other place as the General
Partner may designate from time to time.
     The address of the principal office of
the Partnership in the State of Delaware is
c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County,
Delaware 19801, and the name and address of
the registered agent for service of process
on the Partnership in the State of Delaware
is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County,
Delaware 19801.
    
3.    Business
     The Partnership is formed to engage in
any lawful act or activity for which limited
partnerships may be organized under the Act,
including, but not limited to, directly or
indirectly through a commodity trading
advisor, trading, buying, selling,
spreading, or otherwise acquiring, holding,
or disposing of commodities (including, but
not limited to, 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, forward  
<page> contracts, commodity forward
contracts, foreign exchange commitments,
options on physical commodities and on
futures contracts, spot (cash) commodities
and currencies, exchange of futures
contracts for physicals transactions,
exchange of physicals for futures contracts
transactions, and any rights pertaining
thereto (hereinafter referred to
collectively as "futures interests;"
provided, however, such definition shall
exclude exchange securities futures products
as defined by the Commodity Futures Trading
Commission (?CFTC?), options in securities
futures and options in equities) and
securities (such as United States Treasury
securities) approved by the CFTC for
investment of customer funds and other
securities on a limited basis, and to engage
in all activities incident thereto. The
Partnership may pursue this objective in any
lawful manner consistent with the
Partnership's trading policies. The
Partnership may engage in the foregoing
activities through any lawful transaction or
any lawful activity into which a limited
partnership may enter or in which a limited
partnership may engage under the laws of the
State of Delaware; including, but not
limited to, through an investment of all or
a portion of its assets in multiple trading
companies (the "Trading Companies")
(provided that such transactions or
activities do not subject the Limited
Partners to any liability in excess of the
limited liability provided for herein and
contemplated by the Act.)
    
    
     <page>
4.    Term; Dissolution; Fiscal Year
     (a)    Term.  The term of the Partnership
commenced upon the filing of the Certificate
of Limited Partnership in the Office of the
Secretary of State of the State of Delaware
and shall end upon the first to occur of the
following: (i) receipt by the General
Partner of a notice setting forth an
election to terminate and dissolve the
Partnership at a specified time by Limited
Partners holding not less than a Majority of
Units, with or without cause, which notice
shall be sent by registered mail to the
General Partner not less than 90 days prior
to the effective date of such termination
and dissolution; (ii) the withdrawal,
insolvency, bankruptcy, dissolution or
liquidation of the General Partner (unless a
new general partner is elected by a vote of
the Limited Partners owning more than 50% of
the Units then outstanding, and such new
general partner shall have elected to
continue the business of the Partnership,
which any new general partner shall have the
right to do); (iii) the occurrence of any
event which shall make it unlawful for the
existence of the Partnership to be
continued; or (iv) a determination by the
General Partner upon 60 days' notice to the
Limited Partners to terminate the
Partnership.  A ?Majority of Units? shall
mean the Limited Partners, excluding any
Affiliates (as defined in Section 13(c)) of
the General Partner, that at the time in
question have Net Asset Value in their
capital accounts aggregating in excess of
50% of all Net Asset Value of the Limited
<page> Partners, excluding any Affiliates of
the General Partner.
      (b)   Dissolution.  Upon the occurrence of
an event causing the termination of the
Partnership, the Partnership shall terminate
and be dissolved. Dissolution, payment of
creditors, and distribution of the
Partnership's Net Asset Value (as defined in
Section 6(d)(1)) shall be effected as soon
as practicable in accordance with the Act,
except that the General Partner and each
Limited Partner (and any assignee) shall
share in the assets of the Partnership pro
rata in accordance with such Partner's
respective capital account, less any amount
owing by such Partner (or assignee) to the
Partnership. The General Partner shall, at
its option, be entitled to supervise the
liquidation of the Partnership. Nothing
contained in this Agreement shall impair,
restrict, or limit the rights and powers of
the Partners under the laws of the State of
Delaware and any other jurisdiction in which
the Partnership shall be conducting business
to reform and reconstitute themselves as a
limited partnership following dissolution of
the Partnership, either under provisions
identical to those set forth herein or any
others that they deem appropriate.
     (c)    Fiscal Year.  The fiscal year of the
Partnership shall begin on January 1st of
each year and end on December 31st of such
year (each a ?Fiscal Year?).  The Fiscal
Year in which the Partnership shall
terminate shall begin on January 1 and end
on the date of termination of the
Partnership.
    
     <page>
5.    Capital Contributions and Offering of
Units of Limited Partnership Interest
     The General Partner is herewith
contributing $1,000 to the Partnership for
which it is receiving one Unit of General
Partnership Interest (a "Unit of General
Partnership Interest"). On or about the
commencement of trading by the Partnership
or any Trading Company or at such other time
determined by the General Partner in its
sole discretion, the General Partner shall
contribute to the Partnership such
additional amount in cash as determined by
it in its sole discretion and in accordance
with the terms of the Confidential Private
Placement Memorandum and Disclosure Document
of the Partnership, as amended and
supplemented from time to time, (the
"Memorandum"). Such additional contribution
by the General Partner shall be evidenced by
additional Units of General Partnership
Interest on the books and records of the
Partnership. The General Partner, without
notice to or consent of the Limited
Partners, may withdraw any portion of its
Units of General Partnership Interest. 
Interests in the Partnership, other than the
Units of General Partnership Interest of the
General Partner, shall be designated as
Units of Limited Partnership Interest
(collectively the "Units" or, individually,
a "Unit"), which may be offered in one or
more ?Classes? or Series (as defined below).
In connection with the Partnership's
offering of Units, the General Partner, on
behalf of the Partnership, shall: (a)
qualify Units for sale initially and on a
continuing basis under the "Blue Sky" and
<page> securities laws of such states of the
United States or other jurisdictions as the
General Partner shall deem advisable; (b)
make such arrangements for the offering and
sale of Units as it shall deem appropriate,
provided that the net proceeds to the
Partnership of any such sales shall in no
event be less than the Net Asset Value per
Unit (as defined in Section 6(d)(3)) at the
time of the sale; and (c) take such action
with respect to the matters described in
clauses (a) and (b) as it shall deem
advisable or necessary.
     The terms of the offering of the Units,
the investor suitability requirements and
the minimum investment for Partners shall be
determined by the General Partner in its
sole discretion. Unless otherwise determined
by the General Partner, Units of each Class
initially will be offered at $1,000 per
Unit, and thereafter will be offered on a
continuous basis as of the first day of each
month, or on any other day as determined in
the sole discretion of the General Partner,
at the final Net Asset Value per Unit (as
defined in Section 6(d)(3)) as of the last
day of the immediately preceding month (or
as such other time as determined in the sole
discretion of the General Partner).
No subscriber for Units shall become a
Limited Partner until his subscription has
been accepted by the Partnership and such
Limited Partner has been identified as a
Limited Partner on the books and records of
the Partnership. Any subscription for Units
may be accepted or rejected in whole or in
part by the General Partner in its sole
discretion. No certificate evidencing Units
shall be issued to any Limited Partner
<page> (although Limited Partners will
receive confirmations of purchase from the
General Partner in its customary form). The
General Partner may, without the consent of
the Limited Partners, offer Units in
additional Classes and Series as it may
determine in its sole discretion from time
to time. The terms of each Class or Series
of Units may vary in the General Partner?s
sole discretion; including, but not limited
to, differences in the fees and expenses
charged to each Class or Series of Units.
The aggregate of all capital contributions
to the Partnership shall be available to the
Partnership to carry on its business and no
interest shall be paid by the Partnership on
any such contribution. 
     The General Partner is authorized,
without the consent of the other Limited
Partners, to permit any existing Limited
Partner to make an additional capital
contribution upon such terms and conditions
as the General Partner, in its sole
discretion shall determine.  The terms and
conditions which any existing Limited
Partner may increase its capital
contribution shall be subject to all the
provisions of this Agreement and the
Memorandum. Except as expressly provided for
herein or in the Memorandum, no Partner
shall be required to make any additional
contributions to the capital of the
Partnership.



<page>
6.    Allocation of Profits and Losses;
Accounting; Other Matters
     (a)    Capital Accounts.  A capital account
shall be established for each Partner. The
initial balance of each Partner's capital
account shall be the amount of a Partner's
initial capital contribution to the
Partnership.
     (b)    Monthly Allocations.  As of the close
of business on the last day of each month or
at such other time as otherwise determined
by the General Partner (a "Determination
Date") during each Fiscal Year of the
Partnership, the following determinations
and allocations shall be made:
            (1)   The Net Asset Value of the
Partnership, the Net Asset Value of each
Class, and the Net Asset Value per Unit
(each as defined in Section 6(d)) shall be
determined.
            (2)   Any increase or decrease in Net
Asset Value over those of the immediately
preceding Determination Date (or, in the
case of the first Determination Date, the
first closing on the sale of Units), shall
then be credited or charged to the capital
account of each Partner in the ratio that
the balance of each account bears to the
balance of all accounts.
            (3)   The amount of any distribution to
a Partner, any amount paid to a Partner on
redemption of Units, and any amount paid to
the General Partner upon withdrawal of its
<page> interest in the Partnership shall be
charged to that Partner's capital account.
      (c)   Allocation of Profit and Loss for
Federal Income Tax Purposes.  The
Partnership's realized profit or loss
(including the Partnership's pro rata share
of any Trading Company items) shall be
allocated among the Partners pursuant to the
following subparagraphs for federal income
tax purposes.  Except to the extent
otherwise provided below, such allocations
of profit and loss will be pro rata from net
capital gain or loss and net ordinary income
or loss realized by the Partnership. For
United States federal income tax purposes, a
distinction will be made between net short-
term gain or loss and net long-term gain or
loss.
            (1)   Items of ordinary income and
expense shall be allocated pro rata among
the Partners based on their respective
capital accounts as of the end of each month
in which the items of ordinary income or
expense accrued.
            (2)   Net realized capital gain or loss
shall be allocated as follows:
                  (aa)  For the purpose of
allocating the Partnership's net realized
capital gain or loss among the Partners,
there shall be established an allocation
account with respect to each outstanding
Unit. The initial balance of each allocation
account shall be the amount paid to the
Partnership for the Unit. Allocation
accounts shall be adjusted as of the end of
each Fiscal Year and as of the date a <page>
Partner completely redeems his Units as
follows:
                  (i)   Each allocation account shall
be increased by the amount of income
allocated to the holder of the Unit pursuant
to subparagraph (c)(1) above and
subparagraph (c)(2)(cc) below.
                  (ii)  Each allocation account
shall be decreased by the amount of expense
or loss allocated to the holder of the Unit
pursuant to subparagraph (c)(1) above and
subparagraph (c)(2)(ee) below and by the
amount of any distribution the holder of the
Unit has received with respect to the Unit
(other than on redemption of the Unit).
                  (iii) When a Unit is redeemed,
(y) net realized capital gain shall first be
allocated to each Partner who has redeemed
all his Units up to the excess, if any, of
the amount received upon redemption of his
Units over the allocation account
attributable to such Units and net realized
capital loss shall first be allocated to
each Partner who has redeemed all his Units
up to the excess, if any, of the allocation
account attributable to such Units over the
amount received upon redemption of his Units
in proportion to each such Partner's excess
and (z) the allocation account with respect
to such Unit shall be eliminated.
                  (bb)  After allocations, if any,
pursuant to subparagraph (c)(2)(aa)(iii),
net realized capital gain shall be allocated
first to each Partner who has partially
redeemed his Units during the Fiscal Year up
to the excess, if any, of the amount
received upon redemption of the Units over
<page> the allocation account attributable
to the redeemed Units in proportion to each
such Partner's excess.
                  (cc)  Net realized capital gain
remaining after the allocation thereof
pursuant to subparagraph (c)(2)(bb) above
shall be allocated next among all Partners
whose capital accounts are in excess of
their Units' allocation accounts (after the
adjustments in subparagraph (c)(2)(bb)
above) in the ratio that each such Partner's
excess bears to all such Partners' excesses.
In the event that gain to be allocated
pursuant to this subparagraph (c)(2)(cc) is
greater than the excess of all such
Partners' capital accounts over all such
allocation accounts, the excess will be
allocated among all Partners in the ratio
that each Partner's capital account bears to
all Partners' capital accounts.
                  (dd)  After allocations, if any,
pursuant to subparagraph (c)(2)(aa)(iii),
net realized capital loss shall be allocated
first to each Partner who has partially
redeemed his Units during the Fiscal Year up
to the excess, if any, of the allocation
account attributable to the redeemed Units
over the amount received upon redemption of
the Units in proportion to each such
Partner's excess.
                  (ee)  Net realized capital loss
remaining after the allocation thereof
pursuant to subparagraph (c)(2)(dd) above
shall be allocated next among all Partners
whose Units' allocation accounts are in
excess of their capital accounts (after the
adjustments in subparagraph (c)(2)(dd)
above) in the ratio that each such Partner's
<page> excess bears to all such Partners'
excesses. In the event that loss to be
allocated pursuant to this subparagraph
(c)(2)(ee) is greater than the excess of all
such allocation accounts over all such
Partners' capital accounts, the excess loss
will be allocated among all Partners in the
ratio that each Partner's capital account
bears to all Partners' capital accounts.
            (3)   The tax allocations prescribed by
this Section 6(c) shall be made to each
holder of a Unit whether or not the holder
is a Substituted Limited Partner (as defined
below). In the event that a Unit has been
transferred, sold, pledged or assigned
pursuant to Section 9(a), the allocations
prescribed by this Section 6(c) shall be
made with respect to such Unit without
regard to the transfer, sale, pledge or
assignment, except that in the year of
transfer, sale, pledge or assignment the
allocations prescribed by this Section 6(c)
shall be divided between the transferor,
purchaser, pledgor or assignor and the
assignee based on the number of months each
held the assigned Unit. For purposes of this
Section 6(c), tax allocations shall be made
to the General Partner's General Partnership
Interest on a Unit equivalent basis.
            (4)   The allocation of profit and loss
for federal income tax purposes set forth
herein is intended to allocate taxable
profits and loss among Partners generally in
the ratio and to the extent that increases
or decreases in Net Asset Value are
allocated to such Partners under Section
6(b) hereof so as to eliminate, to the
extent possible, any disparity between a
<page> Partner's capital account and his
allocation account with respect to each Unit
then outstanding, consistent with the
principles set forth in Section 704(b) and
Section 704(c) of the Internal Revenue Code
of 1986, as amended (the "Code").
            (5)   For purposes of this Section
6(c), "capital gain" or "capital loss" shall
mean gain or loss characterized as gain or
loss from the sale or exchange of a capital
asset by the Code, including, but not
limited to, gain or loss required to be
taken into account pursuant to Sections 988
and 1256 thereof.
            (6)   The allocations of increases and
decreases in Net Asset Value and of profit
and loss for federal income tax purposes to
the Partners in respect of the Units shall
not exceed the allocations permitted under
Subchapter K of the Code, as determined by
the General Partner, whose determination
shall be binding. For purposes of this
Section 6(c), unless specified to the
contrary, Units redeemed as of the beginning
of any month shall be considered outstanding
as of the beginning of such month.
            (7)   The General Partner may adjust
the allocations set forth in Section 6(c),
in the General Partner's discretion, if the
General Partner believes that doing so will
achieve more equitable allocations or
allocations more consistent with the Code.



<page>
      (d)   Definitions; Accounting.
            (1)   Net Asset Value.  The
Partnership's "Net Asset Value" shall mean
the total assets of the Partnership
(including, but not limited to, its
investment in the Trading Companies, all
cash and cash equivalents, accrued interest
and amortization of original issue discount,
and the market value of all open futures
interest contract positions and other assets
of the Partnership) less all liabilities of
the Partnership (including, but not limited
to, its pro rata share of Trading Company
liabilities, including brokerage commissions
that would be payable upon the closing of
open futures interest contract positions,
management fees, incentive fees, selling
commissions, administrative fees, other
fees, and extraordinary expenses, as
described herein and in the Memorandum)
determined in accordance with United States
generally accepted accounting principles
consistently applied under the accrual basis
of accounting (?GAAP?) (except as otherwise
described in the Memorandum).  Net Asset
Value may be determined on a per Class basis
as determined by the General Partner. 
Appropriate reserves may be created,
accrued, and charged against Net Asset Value
by the General Partner for contingent
liabilities, in if any, as of the date any
such contingent liability becomes known to
the General Partner.


<page>
            (2)   Net Asset Value of a Class.  The
?Net Asset Value of a Class? shall mean the
Net Asset Value allocated to capital
accounts represented by Units of Limited
Partnerships Interests divided by the
aggregate number of Units of such Class.
            (3)   Net Asset Value per Unit.  The
"Net Asset Value per Unit" shall mean the
Net Asset Value allocated to capital
accounts represented by Units of Limited
Partnership Interest of a Class divided by
the aggregate number of Units of Limited
Partnership Interest of such Class.
      (e)   Expenses and Limitations Thereof. The
Partnership shall pay the General Partner a
monthly administration fee equal to 1/12th
of 1.0% (a 1.0% annual rate) of the Net
Asset Value of each Class at the beginning
of each month (the ?General Partner?s Fee?). 
Except as expressly provided for herein, the
General Partner may modify or waive in whole
or in part the General Partner?s Fee for any
Class of Units.  The Partnership will also
be obligated to pay any extraordinary
expenses (determined in accordance with
GAAP) it may incur.  After the initial
closing and after each subsequent closing,
substantially all of the Partnership's
assets will be delivered to Morgan Stanley &
Co. Incorporated ("MS & Co."), invested in
the Trading Companies and/or deposited in
separate commodity trading accounts at MS &
Co. and/or its affiliates. MS & Co. and/or
its affiliates may hold Partnership assets
in non-interest bearing accounts (from which
MS & Co. and its affiliates may derive
compensating balance benefits, subject to
<page> the limits described herein) or, in
the alternative, may invest Partnership
assets in securities approved by the CFTC
for investment of customer funds. In either
case the Partnership will receive the
interest accrued as set forth in the
Memorandum.
      (f)   Limited Liability of Limited
Partners. Each Unit, when purchased by a
Limited Partner in accordance with the terms
of this Agreement, shall be fully paid and
nonassessable. No Limited Partner shall be
liable for the Partnership's obligations in
excess of such Partner's unredeemed capital
contribution, undistributed profits, if any,
and any distributions and amounts received
upon redemption of Units, together with
interest thereon. The Partnership shall not
make a claim against a Limited Partner with
respect to such amounts distributed to such
Partner or amounts received by such Partner
upon redemption of Units unless the Net
Asset Value of the Partnership (which shall
not include any right of contribution from
the General Partner except to the extent
previously made by it pursuant to this
Agreement) shall be insufficient to
discharge the liabilities of the Partnership
which shall have arisen prior to the payment
of such amount.
      (g)   Return of Limited Partner's Capital
Contribution.  Except to the extent that a
Limited Partner shall have the right to
withdraw capital through redemption of Units
in accordance with the terms of Section 9(b)
hereof, no Limited Partner shall have any
right to demand the return of his capital
contribution, or any profits added thereto,
<page> except upon termination and
dissolution of the Partnership. In no event
shall a Limited Partner be entitled to
demand or receive from the Partnership
property other than cash.
      (h)   Distributions. The General Partner
shall have sole discretion in determining
what distributions (other than on redemption
of Units), if any, the Partnership will make
to its Partners. If made, all distributions
shall be pro rata in accordance with the
respective capital accounts of the Partners
and may be made by credit to a Limited
Partner's account with MS & Co., or an
affiliate thereof.  The General Partner may,
but shall not have any obligation to,
distribute assets in-kind at any time or for
any reason.
      (i)   Separate Series.  The General Partner
may establish any number of designated
series of Units (each a ?Series?) having
separate rights, powers or duties with
respect to specified property or obligations
of the Partnership or profits and losses
associated with specified property or
obligations, and any such Series may have a
separate business purpose or investment
objective. The Partnership shall maintain
separate and distinct records for any such
Series and the assets associated with such
Series shall be held directly or indirectly,
including through a nominee or otherwise)
and accounted for separately from the assets
of any other Series.  The debts, liabilities
and obligations and expenses incurred,
contracted for or otherwise existing with
respect to a particular Series shall be
enforceable against the assets of such
<page> Series only, and not against the
assets of the Partnership generally or any
other Series, and none of the debts
liabilities, obligations and expenses
incurred, contracted for or otherwise
existing with respect to the Partnership
generally or any other Series shall be
enforceable against the assets of such
Series.
7.    Management Policies
      (a)   Management of the Partnership. 
Except as may be otherwise specifically
provided herein, the General Partner, to the
exclusion of all Limited Partners, shall
conduct and manage the business of the
Partnership. No Limited Partner shall have
the power to represent, act for, sign for,
or bind the General Partner or the
Partnership. Except as provided herein, no
Partner shall be entitled to any salary,
draw, or other compensation from the
Partnership. Each Limited Partner hereby
undertakes to furnish to the General Partner
such additional information as may be
reasonably determined by the General Partner
to be required or appropriate for the
Partnership, including, but not limited to,
opening and maintaining an account or
accounts with commodity brokerage firms for
the purpose of trading in futures interest
contracts.  No person dealing with the
General Partner shall be required to
determine its authority to make any
undertaking on behalf of the Partnershi