Exhibit 10.1(b)
Futures Portfolio Fund
Limited Partnership
Subscription Agreement
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THE OFFERING OF THESE UNITS OF LIMITED PARTNERSHIP INTEREST ("UNITS") IN
FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP
("THE PARTNERSHIP"), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
("THE ACT") OR CERTAIN STATE SECURITIES LAWS AND CANNOT BE RESOLD UNLESS THEY
ARE SUBSEQUENTLY REGISTERED UNDER THAT ACT AND SUCH LAWS, OR UNLESS AN
EXEMPTION IS AVAILABLE. THE OFFERING IS DIRECTED TO THOSE INVESTORS CAPABLE OF
EVALUATING THE RISKS AND MERITS OF AN INVESTMENT IN THE PARTNERSHIP (OR WHO
HAVE BEEN ADVISED ACCORDINGLY BY AN INDEPENDENT PURCHASER REPRESENTATIVE) AND
CAN BEAR THE ECONOMIC RISK OF THE PROPOSED INVESTMENT. NO ONE SHOULD INVEST IN
THE UNITS WHO IS NOT PREPARED TO LOSE A SUBSTANTIAL PORTION OF THE INVESTMENT.
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If and when accepted by the General Partner, this Subscription Agreement
("Agreement") shall constitute a binding subscription for Units in Futures
Portfolio Fund, Limited Partnership (the "Partnership"). Each part of this
Agreement must be completed by the Subscriber and by execution thereof
Subscriber acknowledges that the General Partner, the Partnership, and any
participating broker-dealers are relying upon the accuracy and completeness
hereof in complying with their respective obligations under applicable
securities laws.
THIS SUBSCRIPTION AGREEMENT MUST BE SUBMITTED IN ITS ENTIRETY
February 24, 2004 B Units
SUBSCRIPTION INSTRUCTIONS
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A. Completion of Subscription Documents.
|_| Subscription Agreement. Review carefully pages 2 to 8.
|_| Accredited Investor Certification / Account Type. Complete page 9.
|_| Questionnaire(s): Complete as applicable.
Individuals including IRA's. Pages 10 & 11 .
Entities(1) (other than Retirement Plans). Page 12.
(See footnote for required documents)
Qualified Retirement Plans Pages 13 & 14.
|_| Registration Information. Complete all information on page 15.
|_| Signature Page. Complete and sign page 16.
|_| Forms to be Completed by the Selling Agent and/or Purchaser
Representative . Complete forms on page 17 as applicable.
|_| Existing Limited Partners Only. If you are an existing Limited
Partner adding to your investment and, if all information
previously provided remains accurate, you only have to complete the
single page form entitled "Additional Subscription Request" which
can be requested from the General Partner at 000-000-0000. If the
information in your original subscription documents has changed,
please use this booklet and update the appropriate information. The
minimum additional investment is $5,000.
B. Delivery of Subscription Documents. All documents should be sent to your
broker or investment adviser, or, if directly to the Fund, to the
attention of Xxxxxx & Company, Inc., 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000.
C. Questions. All questions should be directed to your broker or investment
adviser, or to Xxxxxx & Company, Inc., at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000, phone: 000-000-0000.
D. Payment. Payment for your Units is due at the same time as your
Subscription Documents. Payment should be made by check payable to
"Futures Portfolio Fund, L.P."
INITIAL SUBSCRIPTIONS SHOULD BE AT LEAST $25,000. THE MINIMUM ADDITIONAL
CONTRIBUTION IS $5,000.
____________________
(1) For Trusts, Partnerships, Qualified Retirement Plans and Estate
accounts, you may be asked for additional documentation as is deemed
appropriate. For Corporations, please include evidence of authorization
to purchase Units, in the form of resolutions or Articles of
Incorporation and By-Laws.
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SUBSCRIPTION AGREEMENT
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Recognizing that Futures Portfolio Fund, Limited Partnership (the
"Partnership") and Xxxxxx & Company, Inc. (the "General Partner") rely on the
information set forth herein, and that all such information shall be continuing
and shall survive the execution of this Subscription Agreement (the
"Agreement"), each of the undersigned subscriber(s) (each a "Subscriber") makes
the following statements which shall constitute declarations, representations
and warranties of the Subscriber. Each Subscriber also agrees to notify the
Partnership and the General Partner if any such statement becomes incomplete or
inaccurate. Terms used in this Subscription Agreement but not defined herein
shall have the meanings assigned to them in the Partnership's Confidential
Offering Memorandum dated February 24, 2004, as may be amended or supplemented
from time to time (the "Memorandum") which includes as an Attachment the
Limited Partnership Agreement of the Partnership (the "LP Agreement").
SUBSCRIBER DECLARATIONS
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1. Application. Subscriber hereby applies for Class B Units of limited
partnership interest ("Units") in the Partnership to reflect the
subscription amount set forth under "Registration Information" upon and
subject to the terms of the Memorandum. Funds in the amount of the
subscription accompany this Agreement or will be provided in a form
acceptable to the General Partner.
2. Memorandum. Subscriber declares that it or its designated representative,
has carefully read and understands the Memorandum and Subscriber agrees
to abide by the terms set forth in the Memorandum and the LP Agreement,
including without limitation, (i) the compensation arrangements, (ii) the
brokerage agreements, (iii) all other terms of the offering, including
all risk factors, tax factors, ERISA considerations, and redemption,
transfer, and other rights, and (iv) all of the powers, duties and
obligations of the General Partner and its conflicts of interest.
Subscriber confirms that the Partnership has made available to Subscriber
the opportunity to ask questions of, and receive answers from, the
Partnership concerning the Partnership and the terms and conditions of
this offering, and to obtain any additional information which the
Partnership had in its possession or was able to acquire without
unreasonable effort or expense that was necessary to verify the accuracy
or completeness of the information in the Memorandum.
3. Legal Requirements. Subscriber declares that all legal requirements
necessary or appropriate in connection with the purchase of Units have
been complied with and that each person signing this Subscription
Agreement has full legal authority, capacity and power to do so. If more
than one person is signing this Subscription Agreement as Subscriber,
each undertaking herein shall be a joint and several undertaking of all
such persons, and the grant of power of attorney to the General Partner
contained herein shall be a joint and several grant by all such persons.
Actions of any one joint Subscriber pursuant to this Subscription
Agreement shall bind all Subscribers.
4. Reliance on Information Provided. In deciding to invest in the
Partnership, Subscriber and if applicable, Subscriber's Purchaser
Representative, have relied solely upon the information in the Memorandum
and the advice of its Purchaser Representative (if any) and have not
relied on any other written statement or any oral representation or
warranty by the Partnership or the General Partner. No such oral
representations or warranties have been made by the Partnership or the
General Partner. Subscriber and if applicable, Subscriber's Purchaser
Representative, have been advised that no person is authorized to give
any information pertaining to the Partnership or to make any statement
not contained in the Memorandum, and that any information or statement
not contained therein must not be relied upon as having been authorized
by the Partnership.
5. Purchaser Representative (if applicable).(1) If Subscriber is relying upon
a Purchaser Representative(s), Subscriber hereby acknowledges that
Subscriber has had disclosed in writing by Subscriber's Purchaser
_____________________
(1) Your Account Executive or Broker is not a Purchaser's Representative. If
applicable, a separate Purchaser Representative Questionnaire must by completed
for each representative.
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Representative(s) and on behalf of the Partnership any material
relationship between the Purchaser Representative(s) or its affiliates
and the Partnership, the General Partner, or their affiliates, now
existing or contemplated, or which has existed at any time during the two
years preceding the date hereof, as well as any compensation received or
to be received as a result of such relationship. If Subscriber is using a
Purchaser Representative, a Purchaser Representative Questionnaire (a
copy of which may be obtained from the General Partner upon request)
shall be completed and returned to the General Partner with this
Subscription Agreement.
6. Subscription Irrevocable. Subscriber understands that this subscription,
once made, is irrevocable by Subscriber, and that the General Partner
will advise Subscriber as soon as practicable whether this Subscription
Agreement, together with all or a portion of the subscription, has been
accepted or rejected. Any subscriptions may be rejected in whole or in
part by the General Partner in its sole and absolute discretion. If this
subscription is rejected, the Partnership shall as soon as practicable
return any funds transferred by the Subscriber (without interest) along
with this Subscription Agreement and any other documents delivered by the
Subscriber. Subscription funds received and accepted by the Partnership
will be deposited into the Partnership's bank account and will be
transferred to the Partnership's trading accounts on or after a closing
date each month.
7. Payments. Subscriber understands that checks sent to Subscriber's
registered address set forth under "Registration Information" will
constitute payment to Subscriber and relieve the Partnership of any
further obligation to Subscriber with respect to the amounts so paid and
the Units thereby redeemed, and Subscriber releases the Partnership from
any further obligation with respect thereto. Subscriber understands that
the Partnership may impose such procedures as it deems appropriate before
it will accept any change to the registered address.
8. No Registration or Qualification. Subscriber understands that the
offering and sale of Units are intended to be exempt from registration or
qualification under the Securities Act of 1933, as amended (the "1933
Act") and any applicable state securities ("blue sky") laws and that the
Partnership and the offering of the Units have not been approved,
disapproved, or reviewed by any federal or state agency or commission or
by any exchange or other self-regulatory organization. Subscriber has a
substantive and pre-existing relationship with the General Partner or its
principals, employees, agents or representatives, (including the Selling
Agents).
9. Compliance with Laws. If an Entity, the Subscriber and each of its
relevant principals and control persons has complied and will continue to
comply in all material respects with all laws, rules and regulations
having application to its business, properties, and assets (including, if
appropriate, the Commodity Exchange Act, as amended ("CEA"), the
Commodity Futures Trading Commission ("CFTC") Regulations, the National
Futures Association ("NFA") Rules, United States and non-United States
securities laws, and state securities laws), and there are no actions,
suits, proceedings, or investigations pending or, to the knowledge of
Subscriber, threatened against Subscriber or any of its principals or
affiliates, at law or in equity or before any governmental department,
commission, board, bureau, agency, or instrumentality, or any
self-regulatory organization, or any securities or commodity exchange, in
which an adverse decision could materially and adversely affect
Subscriber's ability to conduct its business or to comply with, and
perform its obligations under, this Subscription Agreement. In that
regard, if necessary under the CEA or CFTC Regulations, Subscriber is
registered as a commodity pool operator with the CFTC and is a member of
the NFA, and such registration and membership, if required, have not
expired or been revoked, suspended, terminated, or not renewed, or
limited or qualified in any respect.
10. Limitations on Transfers. Subscriber understands and agrees that the
Units may not be offered for sale, sold, pledged, hypothecated,
transferred, assigned, or otherwise disposed of (each a "Transfer"), and
will not attempt to Transfer its Units without the prior written consent
of the General Partner, which consent may be granted or withheld in the
sole and absolute discretion of the General Partner. Subscriber further
represents and warrants that it does not have any intention or obligation
to Transfer all or a portion of its Units. Subscriber understands that
the Units may not be resold unless subsequently registered pursuant to
the 1933 Act or unless an exemption from such registration is available,
and that Subscriber does not have the right to require such registration.
Subscriber further understands that Rule 144 under the 1933 Act will not
be available to permit resales of Units and that there is and will be no
public market for the Units. Subscriber has the ability and willingness
to accept (i) the illiquid nature of an investment in the Partnership and
(ii) the risk of loss of all or a substantial portion of its investment
in the Partnership.
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11. Suitability. Subscriber represents and warrants that (i) Subscriber meets
the suitability requirements set forth in the Memorandum, (ii) the
purchase of Units represents risk capital, (iii) Subscriber is able to
afford an interest in a speculative venture having the risks and
objectives of the Units and can for an indefinite period of time bear the
economic risk of an investment in Units and can sustain a loss of its
entire investment, (iv) Subscriber is not precluded by law, contract or
otherwise from purchasing the Units, (v) the Units are being purchased by
the Subscriber for investment purposes only and not for resale,
distribution or fractionalization in whole or in part, and (vi)
Subscriber, either alone or with its financial adviser(s) and/or
Purchaser Representative is experienced in investments of this kind, and
is capable of evaluating the merits and risks of this investment.
Subscriber has the ability and willingness to accept the illiquid nature
of an investment in the Partnership.
12. Representations. The information provided under Registration Information
for the Units and the Accredited Investor Certification and each required
Questionnaire is true and correct and such documentation is hereby
incorporated into and made a part of this Subscription Agreement.
13. Past Performance. Subscriber understands and acknowledges that the tables
in the Memorandum reflecting past performance should be read only in
connection with the notes to such tables, and should not be interpreted
to mean that the Partnership will have similar results or will realize
any profits whatsoever.
14. Swap Counterparty Representation. Unless otherwise approved in writing by
the General Partner, Subscriber represents and warrants that Subscriber
has not entered and will not enter into a swap, structured note or other
derivative instrument with a third party, the return from which is based
in whole or in part on the return of the Partnership.
15. Insurance Representation. Unless otherwise approved in writing by the
General Partner, Subscriber represents and warrants that Subscriber has
not entered and will not enter into a variable annuity or insurance
policy with a third party, the value of which is based in whole or in
part on the return of the Partnership.
16. Disclosure Information. Subscriber understands that the Partnership may
require other documentation in addition to this Subscription Agreement
prior to deciding whether to accept this subscription, and Subscriber
agrees to provide it, if reasonably requested. Subscriber understands
that the Partnership may provide the General Partner with information
with respect to the Partnership. Such information may be disclosed by the
Partnership and the General Partner to such persons and authorities for
the purpose of satisfying their inspection, fiduciary, reporting, filing
or other obligations to the Partnership or by the Partnership and the
General Partner, if requested to disclose such information by regulatory
officials having jurisdiction, or required by judicial process or
government action. Without limiting the generality of the foregoing,
Subscriber acknowledges and agrees that the Partnership or the General
Partner may voluntarily release confidential information about Subscriber
and, if applicable, any person on behalf of whom or for which Subscriber
is investing (including, without limitation, any person for whom or for
which Subscriber is (i) acting as trustee, agent, representative or
disclosed nominee, or (ii) an entity investing on behalf of underlying
investors (including a fund-of-funds) (the persons, entities and
underlying investors referred to in (i) and (ii) being referred to
collectively as the "Beneficial Owners"), to regulatory or law
enforcement authorities under anti-money laundering laws, rules or
regulations applicable to any one or all of them if any of the foregoing
determines to do so in their sole discretion.
17. Taxpayer Certification.
(a) U.S. Citizens and Residents. Subscriber, if a U.S. citizen or
resident, certifies under penalties of perjury, that: (i) the
number shown on the applicable Informational Questionnaire
accompanying this Subscription Agreement is Subscriber's correct
Social Security or taxpayer identification number (or Subscriber is
waiting for a number to be issued); and (ii) Subscriber is not
subject to backup withholding because (x) Subscriber is exempt from
backup withholding, (y) Subscriber has not been notified by the
Internal Revenue Service ("IRS") that Subscriber is subject to
backup withholding as a result of a failure to report all interest
or dividends, or (z) the IRS has notified Subscriber that
Subscriber is no longer subject to backup withholding. Subscriber
agrees to strike out the language in (ii) above if Subscriber is
unable to make this certification.
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(b) Non-U.S. Citizens and Residents. If Subscriber has indicated on the
Registration Information section of this Subscription Agreement
that Subscriber is not a U.S. citizen or resident, Subscriber
certifies under penalties of perjury that Subscriber is not a U.S.
citizen or resident.
(c) Withholding Obligations. Subscribers who are (i) not U.S. citizens
or residents, and (ii) Subscribers who are U.S. citizens or
residents and who fail to provide their correct Social Security or
taxpayer identification numbers, could be subject to United States
withholding tax on a portion of their distributive shares of the
Partnership's income.
18. Acceptance of the Limited Partnership Agreement. Subscriber agrees that
Subscriber shall become a Limited Partner as of the date of entry of
Subscriber's name as a Limited Partner on the books and records of the
Partnership and shall be bound by each and every term of the LP
Agreement.
19. Power of Attorney. In connection with the Units of the Partnership to be
acquired pursuant to this Subscription Agreement, Subscriber hereby
irrevocably constitutes and appoints the General Partner the true and
lawful attorney-in-fact of Subscriber in Subscriber's name, place and
stead to make, execute, acknowledge, deliver and file any of the
following documents: (i) the LP Agreement and all documents permitted to
be executed thereunder; and (ii) to the extent consistent with the
provisions of the LP Agreement (a) all amendments and/or restatements of
the LP Agreement adopted in accordance with the provisions thereof, (b)
all documents that may be required to effect the dissolution and
termination of the Partnership pursuant to the LP Agreement and the
cancellation of the Certificate of Limited Partnership, and (c) otherwise
to take any such further action as may be necessary in connection with
any aspect of the operations of the Partnership by giving the General
Partner full power and authority to do and perform each and every act and
thing whatever requisite and necessary to be done in and about the
foregoing as fully as the undersigned might or could do if personally
present, and by hereby ratifying and confirming all that the General
Partner shall lawfully do or cause to be done by virtue thereof. This
foregoing power of attorney is coupled with an interest, is irrevocable
and shall survive and be unaffected by any subsequent disability, or
incapacity of Subscriber (or if Subscriber is a corporation, partnership,
trust, association, limited liability company or other legal entity, by
the dissolution or termination thereof).
20. Liability. Subscriber agrees that neither the Partnership, the General
Partner nor any participating broker-dealers in this offering, nor its or
their respective affiliates, officers, directors, limited partners or
employees (collectively, the "Partnership Parties"), shall incur any
liability (i) in respect of any action taken upon any information
provided to the Partnership by Subscriber 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
behalf of Subscriber, including any document transmitted by facsimile, or
(ii) for adhering to applicable anti-money laundering obligations whether
now or hereinafter in effect.
21. Indemnification. Subscriber agrees that it will indemnify and hold
harmless the Partnership Parties from and against any and all direct and
consequential loss, damage, liability, cost or expense (including
reasonable attorneys' and accountants' fees and disbursements, whether
incurred in an action between the parties hereto or otherwise)
(collectively, "Losses") which the Partnership Parties, or any one of
them, may incur by reason of or in connection with this Subscription
Agreement, including any misrepresentation made by Subscriber or any of
Subscribers' agents, any breach of any declaration, representation or
warranty of Subscriber, the failure by Subscriber to fulfill any
covenants or agreements under this Subscription Agreement, its or their
reliance on facsimile or other instructions, or the assertion of the
Subscriber's lack of proper authorization from the Beneficial Owner(s) to
execute and perform the obligations under this Subscription Agreement.
Subscriber also agrees that it will indemnify and hold harmless the
Partnership Parties from and against any and all direct and consequential
Losses which the Partnership Parties, or any one of them, may incur by
reason of, or in connection, with the failure by Subscriber to comply
with any applicable law, rule or regulation having application to the
Partnership Parties.
22. Miscellaneous.
(a) Entire Agreement. This Agreement and the LP Agreement represent the
entire agreement of the parties with respect to the subject matter
hereof and may not be changed or terminated, except in a writing
signed by Subscriber and the General Partner, or in the case of the
LP Agreement, in accordance with procedures for amendments as set
forth therein.
(b) No Waiver. No waiver by any party of any breach of any term of this
Agreement shall be construed as a waiver of any subsequent breach
of that term or any other term of the same or of a different
nature.
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(c) Binding Agreement. Subscriber understands that this Agreement, upon
acceptance by the Partnership, shall constitute a binding agreement
between the Partnership and the Subscriber. This Agreement and the
rights, powers, and duties set forth herein shall bind and inure to
the benefit of the heirs, executors, administrators, legal
representatives, successors, and assigns of the parties hereto.
(d) Representations and Warranties Continuing. The understandings,
declarations, covenants, representations, warranties and
indemnification obligations of the Subscriber contained in this
Subscription Agreement are continuous and will survive the
execution hereof and the purchase of the Units. If at any time any
event shall occur which could make any of the foregoing incomplete
or inaccurate, Subscriber shall immediately notify the Partnership
of the occurrence of such event.
(e) Choice of Law. This Subscription Agreement shall be deemed to have
been made under, and shall be governed by, and construed in
accordance with, the internal laws of the State of New York
(excluding the law thereof which requires the application of or
reference to the law of any other jurisdiction).
(f) Legal Capacity. Each person signing this Subscription Agreement has
the legal authority, capacity and power to do so. If more than one
person is signing this Subscription Agreement as Subscriber, each
undertaking herein shall be a joint and several undertaking of all
such persons, and the foregoing grant of power of attorney to the
General Partner shall be a joint and several grant by all such
persons. Actions of any one joint Subscriber pursuant to this
Subscription Agreement shall bind all Subscribers. A subscription
in joint names creates a joint tenancy with right of survivorship.
(g) Costs. If any legal action or any arbitration or other proceeding
is brought for the enforcement of the agreement represented by this
Subscription Agreement or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the
provisions of this Subscription Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which they may be
entitled.
(h) Instructions. Subscriber hereby confirms that the General Partner
is authorized and instructed to accept and execute any instructions
in respect of the Units to which this Subscription Agreement
relates given by Subscriber by facsimile. If instructions are given
by Subscriber by facsimile, Subscriber undertakes to forward the
original immediately by post to the General Partner. Subscriber
hereby indemnifies the Partnership Parties and agrees to keep each
of them indemnified, against any loss of any nature whatsoever
arising to each of them as a result of any of them acting on
facsimile instructions. The Partnership Parties may rely
conclusively upon and shall incur no liability in respect of any
action taken upon any notice, consent, request, instructions, or
other instrument believed, in good faith, to be genuine or to be
signed by properly authorized persons.
(i) Severability. If any provision of this Subscription Agreement is
invalid or unenforceable under any applicable law, then such
provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with
such applicable law. Any provision hereof which may be held invalid
or unenforceable under any applicable law shall not affect the
validity or enforceability of any other provisions hereof, and to
this extent the provisions hereof, shall be severable.
(j) For Georgia Residents Only. THESE SECURITIES HAVE BEEN ISSUED OR
SOLD IN RELIANCE ON 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 UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
(k) Additional Documentation. The Regulations of the Commodity Futures
Trading Commission require that Subscriber be given a copy of the
Memorandum, as well as certain additional documentation if
available. Such additional documentation includes: (1) a supplement
to the Memorandum, which must be given to Subscriber if the
Memorandum is dated more than nine months prior to the date that
Subscriber purchases Units; (2) the most current account statement
for the Partnership, which must be distributed within 30 calendar
days after the end of each month; and (3) the most current annual
report for the Fund, which must be distributed within 90 calendar
days after the end of the Partnership's fiscal year (December 31).
Subscriber hereby acknowledges receipt of the Memorandum and the
additional documentation referred to above, if any, prior to any
direct or indirect solicitation of Subscriber's investment.
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(l) Arbitration. By executing this Subscription Agreement, Subscriber
waives its right to seek remedies in court, including any right to
a jury trial. To the fullest extent permitted by law, Subscriber
agrees that in the event of any dispute between the parties arising
out of, relating to or in connection with this Agreement or the
Fund, such dispute shall be resolved exclusively by arbitration to
be conducted only in the county, city and state of New York in
accordance with the rules of JAMS/Endispute ("JAMS") applying the
laws of the State of New York. Disputes shall not be resolved in
any other forum or venue. The parties agree that such arbitration
shall be conducted by a retired judge who is experienced in
resolving disputes regarding the securities business, that
discovery shall not be permitted except as required by the rules of
JAMS, that the arbitration award shall not include factual findings
or conclusions of law, and that no punitive damages shall be
awarded. The parties understand that any party's right to appeal or
to seek modification of any ruling or award of the arbitrator is
severely limited. Any award rendered by the arbitrator shall be
final and binding, and judgment may be entered on it in any court
of competent jurisdiction in the city of New York and State of New
York or as otherwise provided by law.
23. ERISA Accounts. The following provision is applicable to any Subscriber
acting on behalf of an "employee benefit plan" as defined in and subject
to ERISA, or a "plan" as defined in Section 4975 of the Code (a "Plan"),
which would include, among other types of arrangements, IRAs, Xxxxx
plans, corporate pension and profit sharing plans, "simplified employee
pension plans" and medical benefit plans. Plan fiduciaries or trustees
must carefully confirm that an investment in the Fund is authorized under
the operative documents of the Plan. Many Plans may not in fact be
authorized to invest in a highly leverage, illiquid and speculative
investment such as the Fund. If the undersigned is acting on behalf of a
Plan, the individual signing this Subscription Agreement on behalf of the
subscriber hereby further represents and warrants, as the agent or the
fiduciary of the Plan responsible for purchasing Units (the "Investment
Fiduciary"), that: (a) the Investment Fiduciary has considered an
investment in the Fund in light of the risks relating thereto; (b) the
Investment Fiduciary has determined that, in view of such considerations,
an investment in the Fund is consistent with the Investment Fiduciary's
responsibilities under ERISA or other applicable law; (c) the Plan's
investment in the Fund does not violate and is not otherwise inconsistent
with the terms of any legal document constituting the Plan or any trust
agreement thereunder; (d) the Plan's investment in the Fund has been duly
authorized and approved by all necessary parties; (e) none of the General
Partner, the Trading Advisors utilized by the Fund, Xxxx Futures, Inc.,
ABN AMRO, Inc., ABN AMRO Bank, N.V., SunTrust Bank, CIS Financial
Services, Inc., any selling agent retained to sell units, any of their
respective affiliates or any of their respective agents or employees; (i)
has investment discretion with respect to the investment of assets of the
Plan used to purchase the units; (ii) has authority or responsibility to
or regularly gives investment advice with respect to the assets of the
Plan used to purchase the units for a fee and pursuant to an agreement or
understanding that such advice will serve as a primary basis for
investment decision with respect to the Plan and that such advice will be
based on the particular investment needs of the Plan; or (iii) is an
employer maintaining or contributing to the Plan, unless, after taking
into consideration such relationship, the Investment Fiduciary has
determined and hereby represents and warrants that the Plan's investments
in the Fund will not give rise to a non-exempt prohibited transaction
under ERISA and the Code; (f) the Investment Fiduciary (i) is authorized
to make, and is responsible for, the decision to invest in the Fund,
including the determination that such investment is consistent with the
requirements imposed by Section 404 of ERISA (or other applicable law)
that plan investments be diversified so as to minimize the risks of large
losses; (ii) is independent of the General Partner, the Trading Advisors
utilized by the Fund, Xxxx Futures, Inc., ABN AMRO, Inc., ABN AMRO Bank,
N.V., SunTrust Bank, CIS Financial Services, Inc., each selling agent
retained to sell units and each of their respective affiliates; and (iii)
is qualified to make such investment decision; and (g) taking into
account the following factors, and all other factors relating to the
Fund, the undersigned has concluded that investment in the Fund
constitutes an appropriate part of the Plan's overall investment program:
(i) there is a significant risk of the loss of substantial or the
majority of the Plan's investment; (ii) an investment in the Fund will be
illiquid, except for certain redemption rights; (iii) the Fund will
permit the aggregate investments by benefit plan investors to exceed
twenty-five percent (25%) of any class of equity interest of the Plan, in
which case the assets of the Fund will be for purposes of ERISA and
Section 4975 of the Code deemed assets of the Plans on whose behalf
investments in the Fund are made; and (iv) funds invested in the Fund
will not be readily available for the payment of employee benefits under
the Plan. The undersigned further represents and warrants that (a) the
trustee of the Plan will hold the Plan's units in trust, unless not
required by ERISA; (b) the Investment Fiduciary consents to the payment
of fees to the General Partner, the Traders, Xxxx Futures, Inc., ABN
AMRO, Inc., SunTrust Bank, and their agents and has determined that the
arrangement for services by, and the fees to be paid to, the General
Partner, the Traders, Xxxx Futures, Inc., ABN AMRO, Inc., SunTrust Bank,
and their agents are
7
reasonable and the services to be performed by such persons are
appropriate and helpful to the Plan, all within the meaning of Section
408(b)(2) of ERISA and Section 4975(d)(2) of the Code; (c) that, to the
extent the Plan is subject to ERISA and for so long as the unitholder
maintains an interest in the Fund, it will maintain a qualifying ERISA
fiduciary bond that covers the General Partner and Trading Advisors as a
named insured in respect of the Plan's assets that are invested in the
Fund, and (d) the undersigned consents on behalf of the Plan to and
authorizes the operation of the Fund as described in the Fund's
Memorandum. The undersigned will notify the General Partner, in writing,
of (a) any termination, substantial contraction, merger or consolidation
of the Plan, or transfer of its assets to any other plan; (b) any
amendment to the Plan or any related instrument which materially affects
the investments of the Plan or the authority of any fiduciary to
authorize Plan investments; and (c) any alteration in the identity of any
fiduciary, including the undersigned, who has the authority to approve
and monitor Plan investments. The undersigned will, at the request of the
General Partner, furnish the General Partner with such information as the
General Partner may reasonably require to establish that the purchase of
the units by the Plan and the transactions to be entered into by the
Fund, and the holding of any investment by the Fund, do 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.
24. Party in Interest/Disqualified Person Status. If the subscriber is a Plan
that is subject to ERISA or the prohibited transaction provisions of the
Code, the undersigned has determined, after investigating the Plan's
specific facts and circumstances and hereby represents and warrants, that
Xxxx Futures, Inc. and ABN AMRO, Inc. are not (a) an ERISA fiduciaries
with respect to the Plan or (b) a "parties in interest" (as such term is
defined in Section 3(14) of ERISA) or a "disqualified person" (as defined
in Section 4975(e)(2) of the Code) with respect to the Plan for a reason
other than being a service provider to the Plan (or being an affiliate of
a Plan service provider). If the subscriber is a Plan that is subject to
ERISA or the prohibited transaction provisions of the Code, the
undersigned has determined, after investigating the Plan's specific facts
and circumstances, and hereby represents and warrants, that CIS Financial
Services, Inc. and ABN AMRO Bank, N.V. are not "parties in interest" (as
such term is defined in Section 3(14) of ERISA) or "disqualified persons"
(as defined in Section 4975(e)(2) of the Code) with respect to the Plan.
The undersigned agrees and covenants that CIS Financial Services, Inc.
and ABN AMRO Bank, N.V. will not, while the Plan holds units, become a
party in interest (as such term is defined in Section 3(14) of ERISA) or
disqualified person (as such term is defined in Section 4975(e)(2) of the
Code) with respect to the Plan. The undersigned agrees and covenants that
Xxxx Futures, Inc. and ABN AMRO, Inc. will not, while the Plan holds
units, become a fiduciary to the Plan or a party in interest (as defined
in Section 3(14) of ERISA) or a "disqualified person" (as defined in
Section 4975(e)(2) of the Code) with respect to the Plan (other than by
reason of being a service provider to the Plan or being an affiliate of a
Plan service provider).
For these purposes a party in interest generally includes any person
possessing one of the following relationships with a Plan:
o a fiduciary to the Plan (or an affiliate of a Plan fiduciary) (such
as an advisor to the Plan);
o a Plan service provider (e.g. custodian, broker or trustee) (or one
of its affiliates);
o an employer whose employees are covered by the Plan (or one of its
affiliates);
o an employee organization any of whose members are covered by the
Plan; or
o relatives or affiliates of a Plan fiduciary or XXX owner.
The undersigned agrees to notify the General Partner immediately upon
becoming aware of any of the foregoing provisions of this provision being
untrue.
25. Consent to Jurisdiction. The parties hereto agree that any action or
proceeding arising directly, indirectly, or otherwise in connection with,
out of, related to, or from this Agreement, any breach hereof, or any
transaction covered hereby, shall be resolved, whether by arbitration or
otherwise, within the County, City, and State of New York. Accordingly,
the parties consent and submit to the jurisdiction of the federal and
state courts and any applicable arbitral body located within the County,
City, and State of New York. The parties further agree that any such
action or proceeding brought by either party to enforce any right, assert
any claim, or obtain any relief whatsoever in connection with this
Agreement shall be brought by such party exclusively in the federal or
state courts, or if appropriate before any applicable arbitral body,
located within the County, City, and State of New York.
8
________________________________________________________________________________
PLEASE INDICATE TYPE OF ACCOUNT OWNERSHIP
-----------------------------------------
|_| Individual |_| Revocable Trust
|_| Joint |_| Irrevocable Trust
|_| XXX |_| Estate
|_| Corporation |_| Pension Plan
|_| Partnership |_| Other _________________
________________________________________________________________________________
ACCREDITED INVESTOR CERTIFICATION
---------------------------------
Subscriber hereby represents and warrants that Subscriber is an Accredited
Investor as defined under Regulation D ("Regulation D") of the Securities Act
of 1933 (the "1933 Act"), as amended because Subscriber is [check applicable
sections]:
(a) |_| An individual Subscriber or an Individual Retirement Account
("XXX"), or a Xxxxx Plan covering only self-employed individuals, or a
self-directed account of a one-member retirement plan, the beneficial
owner of which has net worth, or joint net worth, with that person's
spouse at the time of his purchase in excess of $1,000,000.
(b) |_| An individual Subscriber or an XXX or a Xxxxx Plan covering only
self-employed individuals, or a self-directed account of a one-member
retirement plan, the beneficial owner of which had an income in excess
of $200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and
who reasonably expects an income in excess of the same income level in
the current year.
(c) |_| A corporation, Massachusetts or similar business trust, a
partnership, a limited liability company or an organization described
in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
not formed for the specific purpose of making this investment, with
total assets in excess of $5,000,000.
(d) |_| An entity in which all of the beneficial owners are Accredited
Investors under Rule 501 of Regulation D.
(e) |_| A trust with total assets in excess of $5,000,000, not formed for
the specific purpose of making this investment, the investments of
which are directed by a person with knowledge and financial expertise
in financial and business matters, as described in Rule 506(b)(2)(ii)
of Regulation D.
(f) |_| A bank, savings and loan association, broker dealer, insurance
company, investment company, business development company, licensed
small business investment company or private business development
company (as such terms are defined under applicable Sections of the
1933 Act, Securities and Exchange Act of 1934, as amended, the
Investment Company Act of 1940, as amended, the Investment Advisers
Act of 1940, as amended or the Small Business Investment Act of 1958).
(g) |_| An employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") if the
investment decision is made by a Plan fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan association,
insurance company, or registered investment adviser.
(h) |_| An employee benefit plan within the meaning of ERISA or a plan
established and maintained by a state or its political subdivisions or
any agency or instrumentality of a state or its political subdivisions
for the benefit of its employees, in each case with total assets over
$5,000,000.
(i) |_| An employee benefit plan which is completely self-directed and
whose investment decisions are made by a person who is an Accredited
Investor. If so, please explain below.
_______________________________________________________________________
(j) |_| Other (please explain).
_______________________________________________________________________
9
QUESTIONNAIRE FOR INDIVIDUAL SUBSCRIBERS AND IRA's OF ALL TYPES
1. Name of Subscriber: _______________________________ 2. Date of Birth: ____________________
3. For IRA's: Name of Custodian: _____________________________ Custodian Tax ID# _________
4. Social Security Number:____________________________ 5. Marital Status: ___________________
6. Place of Birth: ____________________________________ 7. Citizenship: _____________________
8. Passport or Driver License #: _____________________ 9. Occupation:_______________
10. Employer name and address: __________________________________________________________________
______________________________________________________________________________________________
11. Nature of Business: _________________________________________________________________________
12. Position / Title: ________________________________ 13. Length of Time in Position: ________
==============================================================================================
Are the Units being purchased as joint tenants? If "Yes," are the husband and wife?
|_| YES |_| NO |_| YES |_| NO
Please indicate type of joint account registration:
|_| Joint Tenants with Right of Survivorship |_| Tenants in Common |_| Other __________
==============================================================================================
1. Name of Joint Investor: ___________________________ 2. Date of Birth: ____________________
3. Social Security Number:____________________________ 4. Marital Status: ___________________
5. Place of Birth: ____________________________________ 6. Citizenship: _____________________
7. Passport or Driver License #: _____________________ 8. Occupation:_______________
9. Employer name and address: __________________________________________________________________
______________________________________________________________________________________________
10. Nature of Business: _________________________________________________________________________
11. Position / Title: ________________________________ 12. Length of Time in Position: _______
____________________________________________________________________________________________________
13. Purchaser Representative(s) (if applicable, this is not your broker): _______________________
14. Check below the types of investments made by Subscriber(s) during the past 5 years for
Subscriber(s)' own account, or for the account of a spouse, or for any relative who has the
same principal residence, or any trust, estate, corporation or organization in which
Subscriber(s), a spouse or such relative own a majority of the beneficial or equity interests.
|_| U.S. government and federal agency |_| Interests in real estate (e.g., land, buildings,
securities. cooperative apartments or condominium
units).
|_| State and local government securities
(municipal securities). |_| Interests in REITs or other real estate
investment entities.
|_| U.S. stocks.
|_| Commodities, commodity futures contracts
|_| Options on U.S. stocks. and/or commodity options (collectively,
"Commodities") and public or private
|_| Non-U.S. stocks investment funds investing in Commodities.
|_| Corporate bonds, debentures and notes.
|_| Other investments
|_| Interests in mutual funds, or unit investment ___________________________________________
trusts. ___________________________________________
|_| Interests in private limited partnerships,
LLCs or other investment funds.
10
15. Are you:
(a) An individual whose individual net worth, or joint net worth with
your spouse, exceeds $1,000,000 as of the date hereof (net worth
includes home and personal property)?
|_| YES |_| NO
(b) An individual whose individual income exceeds $200,000 (or whose
joint income with spouse exceeds $300,000) in each of the last two
years and who reasonably expects to reach the same income level in
the current year?
|_| YES |_| NO
16. List any college or graduate degrees:
Investor: ________________________________________________________________
Spouse: __________________________________________________________________
17. Describe any previous employment or experience in financial and business
matters generally or the futures markets specifically:
__________________________________________________________________________
18. Do you and your spouse (if applicable) make your own investment decisions?
|_| YES |_| NO
If "No," who does: _______________________________
19. Are you or your spouse (if applicable) subject to any civil, criminal, or
other constraint or are you aware of any impediment or other reasons which
may preclude or limit your participation in any Partnership investment?
|_| YES |_| NO
If "Yes," please explain ________________________________________________
20. Provide additional information which would be helpful in evaluating each
Subscriber's knowledge and experience in financial and business matters.
__________________________________________________________________________
21. Please describe the source or sources of the funds used to make this
investment:
__________________________________________________________________________
22. Do you, and your spouse (if applicable), intend to purchase the Units
solely for your own account?
|_| YES |_| NO
If not, please indicate who else would have a direct or indirect interest
in the Units and describe such interest:
__________________________________________________________________________
PLEASE TURN TO PAGE 15
11
QUESTIONNAIRE FOR ENTITY SUBSCRIBERS (OTHER THAN RETIREMENT PLANS)
1. Name of Subscriber: ______________________________________________________
2. Taxpayer EIN Number: _______________________________
3. Type of Entity: |_| Corporation |_| Trust |_| Limited Partnership
|_| LLC |_| Other
4. Subscriber's Primary Business: ___________________________________________
5. Name of Primary Contact/Investor: _____________________ Passport or
Driver's License#: _______________
6. Name of Secondary/Investor Contact: ___________________ Passport or
Driver's License#: _______________
7. Date and Jurisdiction of Incorporation/Formation: ________________________
8. Is Subscriber's principal place of business located in the country of its
formation? |_| YES |_| NO
If "No," state where Subscriber's principal place of business is located:
9. Do the investments of "employee benefit plan investors" constitute 25% or
more of Subscriber's net assets?
|_| YES |_| NO
10. Is Subscriber subject to any regulatory or other constraints not otherwise
described herein, or is the individual executing this Questionnaire on
behalf of Subscriber aware of any other impediment which may preclude or
limit Subscriber's participation in any potential Partnership investment?
|_| YES |_| NO
If "Yes," give details. __________________________________________________
11. Was the Subscriber organized for the specific purpose of acquiring Units
in the Partnership?
|_| YES |_| NO
12. Do Subscriber's organizational documents permit Subscriber to make this
investment?
|_| YES |_| NO
13. Who are the individuals authorized under the Subscriber's organizational
documents to make or redeem investments on behalf of the Subscriber?
_________________________________ _______________________________________
How many signatures are required to make investments and to redeem investments?
_______
14. Provide additional information which would be helpful in evaluating
Subscriber's knowledge and experience in financial and business matters:
15. Please describe the source or sources of the funds used to make this
investment:
PLEASE TURN TO PAGE 15
12
QUESTIONNAIRE FOR RETIREMENT PLANS (OTHER THAN IRAS):
EMPLOYEE BENEFIT PLANS, XXXXX PLANS AND ERISA COVERED PLANS AND ENTITIES
WHOSE UNDERLYING ASSETS ARE PLAN ASSETS (COLLECTIVELY, "EMPLOYEE BENEFIT
PLAN INVESTORS")
1. Name of Subscriber: ______________________________________________________
2. Plan or Custodian Tax ID Number: _________________________________________
3. Who are the individuals authorized under the Plan's organizational
documents to make or redeem investments on behalf of the Subscriber?
___________________________ Passport or Driver's License#: ______________
___________________________ Passport or Driver's License#: ______________
___________________________ Passport or Driver's License#: ______________
How many signatures are required to make investments and to redeem
investments? _______
4. Does the Subscriber have assets equal to or in excess of $5,000,000?
|_| YES |_| NO
5. (a) Is Subscriber an "employee benefit plan" (an "ERISA Plan") within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974 as amended ( "ERISA") with a fiduciary as defined in
Section 3(21) of ERISA which is a bank, insurance company or
registered investment adviser (other than an affiliate of the
General Partner or the Partnership), which fiduciary has discretion
to decide whether to purchase Units?
|_| YES |_| NO
If "Yes," please give details: _____________________________________
(b) Is Subscriber an employee benefit plan other than an ERISA Plan?
|_| YES |_| NO
If "Yes," please give details concerning the nature of the plan,
including whether the individual participant is an "Accredited
Investor" and the identity of the person or persons making
investment decisions on behalf of such plan.
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
(c) Is Subscriber an employee benefit plan (other than an XXX or other
one member plan) that permits participants to direct the investment
of contributions made to the plan on their behalf?
|_| YES |_| NO
6. Is Subscriber an insurance company separate account the underlying assets
of which constitute plan assets?
|_| YES |_| NO
13
7. Is the Subscriber the general account of an insurance company the assets
of which constitute plan assets pursuant to the decision in Xxxx Xxxxxxx
Mutual Life Insurance Company x. Xxxxxx Trust and Savings Bank, 510 U.S.
86 (1993)?
|_| YES |_| NO
8. Provide any additional information which would be helpful to the
Partnership in evaluating whether Subscriber has sufficient knowledge and
experience in financial and business matters to evaluate the merits and
risks of an investment in the Partnership.
_________________________________________________________________________
_________________________________________________________________________
9. The Investment Fiduciary of Subscriber hereby represents and warrants the
following on behalf of Subscriber:
(a) Though a representative of the Partnership may have provided
Subscriber's Investment Fiduciary with a copy of the Memorandum,
the Investment Fiduciary, who is independent of the General Partner
and its affiliates, has studied the Memorandum and has made an
independent decision to purchase the Units solely on the basis of
such Memorandum and without reliance on any other information or
statements as to the appropriateness of this investment for
Subscriber.
(b) All the obligations and requirements of ERISA (or other applicable
law), including prudence and diversification, with respect to the
investment of "plan assets" have been considered.
(c) Neither the General Partner, nor any of its affiliates: (i) has
exercised any investment discretion or control with respect to
Subscriber's purchase of any Units; (ii) have authority,
responsibility to give, or have given individualized investment
advice with respect to Subscriber's purchase of any Units; or (iii)
are employers maintaining or contributing to such Plan.
(d) This investment conforms in all respects to the governing documents
of Subscriber and the Subscriber is authorized to invest in
commodity pools and managed futures and foreign currency funds,
such as the Partnership.
(e) The person executing this Subscription Agreement on behalf of
Subscriber is a "fiduciary" of such Plan and trust and/or custodial
account (within the meaning of Section 3(21)(A) and/or Section
4975(e)(3) of the Internal Revenue Code of 1986 as amended) and is
authorized to execute the Subscription Agreement; the execution and
delivery of the Subscription Agreement with respect to Subscriber
and trust and/or custodial account have been duly authorized in
accordance with the provisions of Subscriber's governing documents;
this investment conforms in all respects to laws applicable to
Subscriber and conforms to, and is permitted by, Subscriber's
governing documents; and, in making this investment, Subscriber is
aware of, and has taken into consideration, among other things,
risk return factors and the anticipated effect of this investment
on the diversification, liquidity and cash flow needs of Subscriber
and the projected effect of the investment in meeting Subscriber's
funding objectives and has concluded that this investment is a
prudent one.
(f) Subscriber's governing documents do not prohibit the Partnership
from investing in specific securities, financial instruments or
issues, including, but not limited to, securities and financial
instruments which would be deemed to be "employer securities" with
respect to Subscriber as defined in Section 407 of ERISA.
(g) Subscriber's proxy voting guidelines do not apply to securities
held by the Partnership. Subscriber fully understands the tax and
ERISA considerations (or considerations under other applicable law)
and risks of an investment in the Units.
(h) All of the representations, warrants, covenants and agreements
contained in the Subscription Agreement are true and correct.
10. Please describe the source or sources of the funds used to make this
investment. ______________________________________________________________
__________________________________________________________________________
PLEASE TURN TO THE NEXT PAGE
14
REGISTRATION INFORMATION - ALL SUBSCRIBERS
================================================================================
SUBSCRIBER DETAILS
________________________________________________________________________________
Subscriber Name(s) Offering Memorandum Number
________________________________________________________________________________
Address (not P.O. Box) City State Zip
________________________________________________________________________________
Mailing Address (if different) City State Zip
________________________________________________________________________________
Telephone and Facsimile Numbers e-mail
________________________________________________________________________________
Additional contact information, if any
________________________________________________________________________________
Name(s) and title(s) of controlling entities of the Subscriber
================================================================================
================================================================================
FOR XXX, XXX-SEP, OR XXXXX INVESTORS
________________________________________________________________________________
Custodian Name Custodian Account Number
________________________________________________________________________________
Custodian Mailing Address
________________________________________________________________________________
________________________________________________________________________________
Custodian Phone Number
================================================================================
Are you an existing Limited Partner in the Fund? |_| YES |_| NO
(if YES, please see Note A, Page 1)
Are you an Employee Benefit Plan Investor? |_| YES |_| NO
Are you a U.S. Citizen or Resident? |_| YES |_| NO
Are you subscribing for Units as a trustee, agent,
representative nominee on behalf of a beneficial owner,
whether a person or entity? |_| YES |_| NO
Subscriber's State of Residence: ____________
15
SIGNATURE PAGE
-------------------------------------------------------------------------------
ACKNOWLEDGEMENT OF RECEIPT OF CURRENT DISCLOSURE DOCUMENT
I(we) have received a copy of the Confidential Offering Memorandum of the
Futures Portfolio Fund, Limited Partnership dated February 24, 2004,
describing the investment allocation program pursuant to which my(our) account
will be directed, including the Risk Disclosure Statement.
|_| YES |_| NO
-------------------------------------------------------------------------------
SUBSCRIBER SIGNATURE(S)
__________________________________ _____________________________________
(Name of Subscriber, Trustee, (Name of Joint Subscriber or Trustee,
Authorized Signatory) if applicable)
__________________________________ _____________________________________
(Signature of Subscriber, Trustee, (Signature of Joint Subscriber or
or Authorized Signatory) Trustee, if applicable)
__________________________________ _____________________________________
(Title of Signatory, if applicable) (Title of Joint Subscriber or
Trustee, if applicable)
Dated:____________________________ Dated: ______________________________
__________________________________ _____________________________________
(Name of Custodian or Trustee(s)) (Name of Additional Custodian or
Trustee(s))
__________________________________ _____________________________________
(Signature of Custodian or Trustee(s)) (Signature of Additional Custodian or
Trustee(s))
Dated:____________________________ Dated: ______________________________
-------------------------------------------------------------------------------
16
PAYMENT INSTRUCTIONS
--------------------
Amount of Subscription $_______________________________
Checks must be made payable to: "Futures Portfolio Fund L.P." Checks and an
executed original of this Subscription Agreement should be sent to your
Account Executive or Investment Adviser.
If sent directly, then to:
--------------------------
Futures Portfolio Fund L.P.
c/o Steben & Company, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
000-000-0000
-------------------------------------------------------------------------------
PURCHASER REPRESENTATIVE
If you are relying upon an adviser ("a Purchaser Representative") such as a
lawyer, accountant or an investment adviser, (other than your Account
Executive or Broker) to advise you in deciding whether to invest in the
Partnership, furnish the Purchaser's Representative's name and information
below. It may be necessary for the Purchaser's Representative to complete a
Questionnaire in connection with this offering.
Name: ______________________________ Profession: ____________________________
Address: _______________________________________________________________________
Telephone: ________________________
-------------------------------------------------------------------------------
TO BE COMPLETED BY YOUR BROKER/DEALER (ACCOUNT EXECUTIVE)
Broker Name: ____________________________ Broker Dealer: ______________________
Address: _______________________________________________________________________
Telephone: _____________________ Registered Representative # __________
Email address: _________________
I hereby represent that to the best of my knowledge, an investment in Units is
a suitable investment for the Subscriber and I have performed due diligence to
make the foregoing representation. In addition, I have taken reasonable steps
to verify the Subscriber's identity in accordance with the NASD's Customer
Identification Program and the Patriot Act.
Signature: ________________________________
Office Manager Signature (if required): ____________________________________
17
