Exhibit 99(p)
FORM OF
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the [ ] day
of [ ], 2004, between BTOP50 CTA Index Fund, a statutory trust orga nized and
existing under the laws of Delaware (the "Fund"), and Asset Alliance Advisors,
Inc. (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trustees agree to sell to the Purchaser, and
the Purchaser agrees to purchase from the Trustees [ ] common shares of benefi
cial interest, par value $0.001, representing undivided beneficial interests in
the Fund (the "Shares") at a price per Share of $[ ] for an aggregate purchase
price of $[ ].
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASER. The Purchaser hereby represents and warrants to, and covenants for
the benefit of, the Fund that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made
by the Trustees with the Purchaser in reliance upon the Pur chaser's
representation to the Trustees, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired for
investment for the Purchaser's own account, and not as a nominee or agent and
not with a view to the resale or distribution by the Purchaser of any of the
Shares, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the Shares, in either case in
violation of any securities registra tion requirement under applicable law, but
subject nevertheless, to any requirement of law that the disposition of its
property shall at all times by within its control. By executing this Agreement,
the Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participation to such person or to any third person, with respect to any
of the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it
can bear the economic risk of the investment for an indefinite period of time
and has such knowledge and experience in financial and business matters (and
particularly in the business in which the Fund operates) as to be capable of
evaluating the merits and risks of the investment in the Shares. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933 (the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that the
Shares are characterized as "restricted securities" under the United States
securi ties laws inasmuch as they are being acquired from the Trustees in a
transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under the
1933 Act only in certain circum stances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Pur chaser
further agrees not to make any disposition directly or indirectly of all or any
portion of the Shares unless and until:
(a) There is then in effect a registration statement under
the 1933 Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trustees with an
opinion of counsel, reasonably satisfactory to the Trustees, that such
disposition will not require registration of such Shares under the 1933 Act.
(c) Notwithstanding the provisions of subsections (a) and (b)
above, no such registration statement or opinion of counsel shall be necessary
for a transfer by the Purchaser to any affiliate of the Purchaser, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if it were the original Purchaser hereunder.
2.5 LEGENDS. It is understood that the certificate evidencing
the Shares may bear either or both of the following legends:
(a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the Shares under such Act or an opinion of counsel reasonably satisfactory
to the Trustees of BTOP50 CTA Index Fund that such registration is not
required."
(b) Any legend required by the laws of any other applicable
jurisdiction.
The Purchaser and the Trustees agree that the legend
contained in the paragraph (a) above shall be removed at a holder's request
when they are no longer necessary to ensure compliance with federal securities
laws.
2.6 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
BTOP50 CTA INDEX FUND
By: -------------------------------
Name:
Title:
ASSET ALLIANCE ADVISORS, INC.
By: -------------------------------
Name:
Title:
Address:
