EXHIBIT 10.01
NAME OF SUBSCRIBER: ___________________
SUBSCRIPTION AGREEMENT: NO. _____________________
FINANCIAL ADVISOR NAME: _____________________
FINANCIAL ADVISOR CODE: _____________________
ML SELECT FUTURES I ▇.▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC
GENERAL PARTNER
SUBSCRIPTION AGREEMENT
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THESE ARE SPECULATIVE SECURITIES
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S-i
ML SELECT FUTURES I L.P.
SUBSCRIPTION INSTRUCTIONS
ML SELECT FUTURES I L.P. (THE "FUND"), of which ▇▇▇▇▇▇▇ ▇▇▇▇▇
ALTERNATIVE INVESTMENTS LLC ("MLAI LLC") is the general partner, is a
speculative, single-advisor commodity pool investment offered only to persons
who are "accredited investors" as defined in Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"). All investors must be
financially sophisticated and able to evaluate the risks and merits of a
specialized, non-traditional investment such as the Fund. The speculative nature
of an investment in the Fund makes it appropriate only as a diversification for
a limited portion of the risk segment of a portfolio. No prospective investor
should invest more than 10% of such investor's readily marketable assets in the
Fund.
If you have any questions concerning how to complete the Subscription
Agreement, please contact a representative of MLAI LLC at ▇-▇▇▇-▇▇▇-▇▇▇▇.
THE SUBSCRIPTION AGREEMENT WILL BE KEPT STRICTLY CONFIDENTIAL AND WILL
NOT BE REVIEWED BY ANY PARTY OTHER THAN MLAI LLC AND ITS COUNSEL.
ML SELECT FUTURES I L.P.
C/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC
GENERAL PARTNER
Princeton Corporate Campus
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
S-ii
ML SELECT FUTURES I L.P.
SUBSCRIPTION AGREEMENT
ML SELECT FUTURES I L.P.
C/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC
GENERAL PARTNER
PRINCETON CORPORATE CAMPUS
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
1. SUBSCRIPTION FOR UNITS. The undersigned and, if the undersigned is
an entity, the person executing this Subscription Agreement on behalf of the
undersigned (the undersigned and any such person being collectively referred to
herein as the "Subscriber," except where the context otherwise requires), hereby
irrevocably subscribes, in the amount set forth on the executed Signature Page
hereof, for units of limited partnership interest ("UNITS") in ML SELECT FUTURES
I L.P. (THE "FUND"). The Subscriber acknowledges that this subscription is
subject to being accepted or rejected (in whole or in part) in the sole
discretion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC ("MLAI LLC"), the
general partner of the Fund.
Capitalized terms not otherwise defined herein are used with the
meanings assigned to such terms in the Fund's Confidential Private Placement
Memorandum dated MAY 1, 2003 (the "Memorandum").
The Subscriber hereby authorizes ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated (the "Selling Agent") to debit the subscription amount from the
Subscriber's ▇▇▇▇▇▇▇ ▇▇▇▇▇ customer securities account on the month-end
settlement date for the Subscriber's purchase of Units. The Subscriber
acknowledges that such subscription amount must be in the Subscriber's ▇▇▇▇▇▇▇
▇▇▇▇▇ customer securities account by the opening of business on the settlement
date. On the settlement date, the subscription amount will be credited directly
to an account of the Fund.
The minimum subscription is $25,000 for initial investments and $10,000
for additional investments ($24,500 or $9,800 for initial and additional
investments, respectively, for officers and employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
Inc. and its affiliates). In general, new Subscription Agreements do not need to
be submitted with each additional investment.
Units are sold at the Net Asset Value per Unit on the applicable
settlement date.
2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. As an inducement to
MLAI LLC to accept this Subscription Agreement on behalf of the Fund, the
Subscriber hereby represents and warrants to MLAI LLC, the Fund, the Commodity
Broker and the Selling Agent as follows:
(a) If an individual, the Subscriber is over 21 years old and
is legally competent to execute this Subscription Agreement; if an
entity, the Subscriber is duly authorized and qualified to become a
Limited Partner in the Fund, and the person executing this Subscription
Agreement on behalf of the Subscriber has been duly authorized by the
Subscriber to execute and deliver this Subscription Agreement on behalf
of the Subscriber.
ENTITY SUBSCRIBERS MUST CONFIRM THAT THEY ARE AUTHORIZED TO
INVEST IN A SPECULATIVE, NON-TRADITIONAL COMMODITY POOL SUCH AS THE
FUND. MANY ENTITIES MAY NOT, IN FACT, BE AUTHORIZED -- PURSUANT TO
THEIR CHARTER DOCUMENTS, INVESTMENT POLICIES OR OTHER APPLICABLE
PROVISIONS -- TO INVEST IN THE UNITS.
(b) The subscriber understands that MLAI LLC is affiliated
with the Commodity Broker and the Selling Agent. The Subscriber further
understands that Sunrise Capital Partners, LLC (the "Trading Advisor")
has had, and will continue to have, ongoing business dealings with MLAI
LLC and its affiliates and that the Fund is subject to conflicts of
interest.
(c) Neither the Subscriber, if an entity, nor its sponsor is
required to be (i) registered with the Commodity Futures Trading
Commission ("CFTC") in any capacity under the Commodity Exchange Act or
applicable CFTC rules, or (ii) a member of the National Futures
Association ("NFA"); in each case despite the Fund's status as a
"commodity pool." In the alternative, the Subscriber and/or its sponsor
is (iii) properly registered with the CFTC in all capacities in which
it is required to be registered under the Commodity Exchange Act and
applicable CFTC rules and (iv) a member in good standing of the NFA in
such capacities. IF THE SUBSCRIBER IS AN ENTITY AND IS NOT REGISTERED
WITH THE CFTC AND A MEMBER IN GOOD STANDING OF THE NFA, THE SUBSCRIBER
MUST INCLUDE AS A SEPARATE DOCUMENT DELIVERED TOGETHER WITH THIS
SUBSCRIPTION AGREEMENT AN EXPLANATION OF WHY THE SUBSCRIBER'S SPONSOR
NEED NOT REGISTER AS A "COMMODITY POOL OPERATOR." IN GENERAL, DUE TO
THE FUND'S STATUS AS A "COMMODITY POOL," THE SUBSCRIBER'S AND/OR ITS
SPONSOR WOULD NEED TO BE SO REGISTERED AND TO BE A MEMBER IN GOOD
STANDING OF THE NFA IN SUCH CAPACITY IN ORDER FOR THE SUBSCRIBER TO
PURCHASE UNITS, UNLESS EXPRESS EXEMPTIVE RELIEF HAS BEEN OBTAINED FROM
THE CFTC.
(d) The Subscriber has had substantive business dealings with
▇▇▇▇▇▇▇ ▇▇▇▇▇ or a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisor for at least six
months, and believes that ▇▇▇▇▇▇▇ ▇▇▇▇▇ or such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial
Advisor should have sufficient information available to it to be able
to assess the Subscriber's financial position as well as the
Subscriber's financial knowledge and sophistication.
(e) The Subscriber and the Subscriber's purchaser
representative, if any, have received and carefully read a copy of the
Fund's Memorandum.
(f) The Subscriber understands that no federal or state agency
or securities or commodity exchange has reviewed the Memorandum or the
private placement of the Units or made any finding or determination as
to the fairness of the business terms of an investment in the Fund.
(g) The Subscriber is acquiring the Units for which the
Subscriber has hereby subscribed for the Subscriber's own account, as
principal, for investment and not with a view to the resale or
distribution of all or any of such Units. The Subscriber understands
that the Units have not been registered under the Securities Act or any
similar state law and cannot be transferred or assigned except with the
consent of MLAI LLC (which MLAI LLC does not expect to give except
under unusual circumstances).
(h) The Subscriber understands that the data in the
performance information in the Memorandum should be read only in
conjunction with the notes to such information, and that such
information should not be interpreted to mean that the Fund will have
similar results or will realize any profits whatsoever. Furthermore,
the Subscriber confirms that none of the Trading Advisor, the Fund or
any General Partner or any Affiliate (each of the General Partner and
its Affiliates, a "General Partner Party"), as "Affiliate" is defined
in Section 15(b) of the Agreement of Limited Partnership (the
"Partnership Agreement") of the Fund, guarantees the success of an
investment in the Units or that substantial losses will not be incurred
on such investment.
(i) The Subscriber and the Subscriber's purchaser
representative, if any, have carefully reviewed and understand the
various risks of an investment in the Fund -- including, without
limitation, the risks and other considerations summarized in the
Memorandum under the captions, "Summary," "▇▇▇▇▇▇▇ ▇▇▇▇▇ Alternative
Investments LLC," "The Risks You Face," "Conflicts of Interest" and
"Tax Consequences" -- and the Subscriber can afford to bear the risks
of a specialized, illiquid investment such as the Fund, including the
risk of incurring substantial losses.
(j) The Subscriber and the Subscriber's purchaser
representative, if any, have carefully reviewed and understand the
terms of the Partnership Agreement, and the Subscriber specifically
agrees to and acknowledges the exculpation and indemnification
provisions set forth in Sections 15(a) and 15(b) of the Partnership
Agreement and that such provisions shall survive the Subscriber's
withdrawal from the Fund and the dissolution thereof. The Subscriber
hereby specifically waives any personal liability against any General
Partner Party in respect of the sale of the Units and the operations of
the Fund; provided, that the General Partner Party in question complies
with the standard of liability set forth in the Partnership Agreement.
(k) The Subscriber understands that MLAI LLC and its
affiliates and the Trading Advisor will receive substantial
remuneration from the Fund, and that such remuneration will be
calculated on a basis which includes unrealized as well as realized
gains.
(l) The Subscriber acknowledges that the Subscriber may be
contractually required, pursuant to the terms of the Partnership
Agreement, to repay redemption or distribution proceeds, plus interest,
to the Fund, even after the Subscriber has otherwise redeemed all of
such Subscriber's Units.
(m) The Subscriber and the Subscriber's purchaser
representative, if any, have been furnished with all materials relating
to the Fund, its operation, the private placement of Units, the
investment experience of MLAI LLC and any other matters relating to
this private placement which they have requested; the Subscriber and
the Subscriber's purchaser representative, if any, have been afforded
the opportunity to ask any questions and obtain any additional
information necessary to verify the accuracy of any representation or
information set forth in the Memorandum; and the Subscriber and the
Subscriber's purchaser representative, if any, have received answers to
all inquiries put to MLAI LLC and its principals.
(n) The Subscriber has relied only on the information in the
Memorandum in determining to subscribe for Units, irrespective of
whatever information the Subscriber may have been furnished as
described in paragraph (m) above.
(o) The monies to be invested in the Fund were not derived
from activities that may contravene federal or state or international
anti-money laundering laws and regulations. The Subscriber is not (i)
an individual, entity or organization named on a U.S. Office of Foreign
Assets Control ("OFAC") "watch list" and does not have any affiliation
of any kind with such an individual, entity or organization, (ii) a
foreign shell bank, (iii) a person or entity resident in or whose
subscription funds are transferred from or through a jurisdiction
identified as non-cooperative by the Financial Action Task Force, (iv)
a senior foreign political figure(1), an immediate family member(2) or
close associate(3) of a senior foreign political figure within the
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(1) A "senior foreign political figure" is defined as a senior official in the
executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether elected or not), a senior official of a major
non-U.S. political party, or a senior executive of a non-U.S. government-owned
corporation. In addition, a "senior foreign political figure" includes any
corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.
(2) "Immediate family" of a senior foreign political figure typically includes
the figure's parents, siblings, spouse, children and in-laws.
(3) A "close associate" of a senior foreign political figure is a person who is
widely and publicly known to maintain an unusually close relationship with the
senior foreign political figure, and includes a person who is in a position to
conduct substantial domestic and international financial transactions on behalf
of the senior foreign political figure.
meaning of the USA PATRIOT Act of 2001(4). The Subscriber agrees to
promptly notify the Fund should it become aware of any change in the
information set forth in this representation. The Subscriber
acknowledges that, by law, the Fund may be obligated to "freeze the
account" of the Subscriber, either by prohibiting additional
subscriptions, declining any redemption requests and/or segregating the
assets in the account in compliance with governmental regulations, and
the Fund may also be required to report such action and to disclose the
Subscriber's identity to OFAC. The Subscriber agrees to provide any
information the Fund or its agents deem necessary to comply with its
anti-money laundering program and related responsibilities from time to
time.
(p) All the information which the Subscriber has furnished to
MLAI LLC, or which is set forth herein, is correct and complete as of
the date of this Subscription Agreement, and if there should be any
material change in such information prior to the Subscriber's admission
as a Limited Partner, the Subscriber will immediately furnish such
revised or corrected information to MLAI LLC.
(q) The Subscriber agrees that the foregoing representations
and warranties, and all other information regarding the Subscriber set
forth herein, may be used as a defense in any actions relating to the
Fund or the offering of the Units, and that it is only on the basis of
such representations and warranties and other information that MLAI LLC
may be willing to accept the Subscriber's subscription for the Units.
THE FUND IS A SPECIALIZED, SPECULATIVE INVESTMENT WHICH INVOLVES RISK.
NO ONE SHOULD INVEST MORE THAN 10% OF SUCH PERSON'S READILY MARKETABLE ASSETS IN
THE FUND OR REGARD THE FUND AS A COMPLETE INVESTMENT PROGRAM.
THE SUBSCRIBER HAS READ CAREFULLY AND UNDERSTANDS THE MEMORANDUM AND
HAS RELIED ON THE SUBSCRIBER'S OWN ADVISERS WITH RESPECT TO THE INVESTMENT
CONTEMPLATED HEREBY AND ITS SUITABILITY AS AN INVESTMENT FOR THE SUBSCRIBER. THE
SUBSCRIBER HAS NOT RELIED UPON THE FUND, ANY GENERAL PARTNER PARTY OR THE
SUBSCRIBER'S ▇▇▇▇▇▇▇ ▇▇▇▇▇ FINANCIAL ADVISOR FOR TAX OR LEGAL ADVICE, BUT ONLY
ON THE SUBSCRIBER'S OWN ADVISERS.
3. INSURANCE COMPANY ACCOUNTS. If the Subscriber is an insurance
company using assets of its general account to purchase Units, the Subscriber
hereby represents and warrants that the percentage of such assets used to
purchase Units that represents the assets of "employee benefit plans" does not
exceed 10%. The Subscriber agrees immediately to notify MLAI LLC if such
percentage exceeds 10%.
The term "employee benefit plan" refers to: (i) any "employee benefit
plan," as defined in the Employee Retirement Income Security Act of 1974
("ERISA"), regardless of whether it is subject to ERISA; (ii) any "plan" as
defined in Section 4975 of the Internal Revenue Code of 1986 (the "Code"); and
(iii) any entity deemed for any purpose of ERISA or Section 4975 of the Code to
hold assets of any such "employee benefit plan" or "plan" due to investments
made in such entity by such "employee benefit plans" and "plans." Employee
benefit plans include, but are not limited to, corporate pension and
profit-sharing plans, "simplified employee pension plans," ▇▇▇▇▇ plans for
self-employed individuals (including partners), "Individual Retirement
Accounts," health insurance plans, life insurance plans, church plans,
governmental plans, foreign plans, and bank commingled trust funds and insurance
company pooled separate accounts for such plans and accounts.
4. "ACCREDITED INVESTOR" STATUS UNDER THE SECURITIES ACT OF 1933. THE
SUBSCRIBER WILL BE REQUIRED TO INDICATE ON THE SIGNATURE PAGE OF THIS
SUBSCRIPTION AGREEMENT WHICH OF THE FOLLOWING CATEGORIES APPLIES TO THE
SUBSCRIBER SO THAT THE SUBSCRIBER QUALIFIES AS AN "ACCREDITED INVESTOR."
INDIVIDUAL INVESTORS
-----------------------
(4) The United States "Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001",
Pub. L. No. 107-56 (2001).
a. The Subscriber has a net worth (or joint net worth together with
Subscriber's spouse) -- exclusive of homes, furnishings and automobiles
-- in excess of $1,000,000, and has no reason to believe that
Subscriber's net worth will not remain in excess of $1,000,000 for the
foreseeable future.
b. The Subscriber had an annual income during the last two full calendar
years of in excess of $200,000 (or joint income together with
Subscriber's spouse of in excess of $300,000) and reasonably expects to
have an annual income in excess of $200,000 (or joint income together
with Subscriber's spouse of in excess of $300,000) during the current
calendar year. The Subscriber has no reason to believe that
Subscriber's income will not remain in excess of $200,000 (or joint
income in excess of $300,000) for the foreseeable future.
Net worth includes all assets (other than homes, furnishings and automobiles),
including such items as restricted securities, ownership in a business, assets
in a pension or retirement plan, stocks and bonds, real estate, etc., less any
liabilities (including all debts and obligations). The term "income" refers to
gross income and includes tax-exempt interest, the excluded portion of long-term
capital gain and sheltered cash distributions from limited partnerships and
other investments. In general, salary, partnership distributions, investment
income (net of investment expenses), and the revenues of a sole proprietorship
(net of the operating expenses of that proprietorship) would constitute
"income."
INVESTORS OTHER THAN INDIVIDUALS
--------------------------------
c. A bank or a savings and loan association within the meaning of the
Securities Act whether acting in an individual or fiduciary capacity.
("Bank" is defined in Section 3(a)(2) of the Securities Act as "any
national bank, or any banking institution organized under the laws of
any State . . ., the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official.")
d. A broker or dealer registered pursuant to the Securities Exchange Act
of 1934.
e. An insurance company within the meaning of the Securities Act.
("Insurance company" is defined in Section 2(13) of the Securities Act
as "a company which is organized as an insurance company whose primary
and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies, and which is
subject to supervision by the insurance commissioner, or a similar
official or agency, of a State.")
f. A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, with total
assets in excess of $5,000,000.
g. An employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), (i) the investment decisions of
which are made by a plan fiduciary which is either a bank, savings and
loan association, insurance company or registered investment adviser,
or (ii) which has total assets in excess of $5,000,000.
h. A self-directed employee benefit plan within the meaning of ERISA, the
investment decisions of which are made solely by persons that are
accredited investors.
i. A private business development company within the meaning of the
Investment Advisers Act of 1940.
j. (i) an organization described in Section 501(c)(3) of the Internal
Revenue Code, (ii) corporation, (iii) Massachusetts or similar business
trust, or (iv) partnership, in each case not formed for the specific
purpose of investing in the Fund and with total assets in excess of
$5,000,000.
k. A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of investing in the Fund, whose purchase is directed
by a sophisticated person within the meaning of Regulation D.
l. An entity in which all of the equity owners are accredited investors.
5. INDEMNITY. The Subscriber agrees to indemnify and hold harmless the
Fund, all General Partner Parties and the Trading Advisor against any and all
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation or any claim
whatsoever commenced or threatened) arising out of or based upon any false
representation or warranty, misinformation or breach or failure by the
Subscriber herein or hereunder or under any other document furnished or
delivered by the Subscriber to any of the foregoing in connection with the
Subscriber's investment in the Fund or resulting from any unsuccessful
securities proceeding brought by the Subscriber against the Fund or any General
Partner Party.
6. GOVERNING LAW; CONSENT TO JURISDICTION. THIS SUBSCRIPTION AGREEMENT
WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES HERETO CONSENT TO THE JURISDICTION
OF THE STATE AND FEDERAL COURTS IN ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ WITH
RESPECT TO ANY PROCEEDING OR CLAIM ARISING HEREUNDER OR IN RESPECT OF THE FUND.
7. DOCUMENTATION. If the Subscriber is an entity, MLAI LLC may request
certain documentation (in addition to evidence of non-"commodity pool" status as
contemplated by Section 2(c)) prior to accepting its subscription. Upon request:
- a corporation may be required to deliver one copy of its articles
of incorporation and by-laws, and a copy of any document
authorizing or governing its investment policies, e.g.,
resolutions of the Board of Directors;
- a partnership may be required to deliver one copy of its
partnership agreement or other governing agreement; and
- a trust may be required to deliver one copy of its declaration of
trust or other governing instrument and any document authorizing
or governing its investment policies.
Alternatively, entities may be required to submit an opinion of counsel to the
effect that the investment proposed to be made in the Fund by the Subscriber is
authorized (such counsel need not, however, pass on the suitability of such
investment, which is a question of fact).
8. ACCEPTANCE OF THE PARTNERSHIP AGREEMENT. The Subscriber agrees that
on the date designated by MLAI LLC as the date as of which the Subscriber has
been admitted to the Fund (generally, the date of the debit of the Subscriber's
subscription funds from Subscriber's customer securities account and the receipt
thereof by the Fund), the Subscriber shall become a Limited Partner, and the
Subscriber hereby agrees to each and every term of the Partnership Agreement.
9. POWER OF ATTORNEY. In connection with the acquisition of the
Subscriber's Units pursuant to this Subscription Agreement, the Subscriber does
hereby (in addition and not by way of limitation of the Power of Attorney
included in Section 13 of the Partnership Agreement) irrevocably constitute and
appoint MLAI LLC as the Subscriber's true and lawful representative and
Attorney-in-Fact, with full power of substitution, in the Subscriber's name,
place and stead, to execute, acknowledge, swear to, file and record (if
applicable) on the Subscriber's behalf, and in the appropriate public offices if
relevant: (i) the Partnership Agreement; (ii) a Certificate of Limited
Partnership including amendments thereto; (iii) all instruments which MLAI LLC
may deem necessary or appropriate to reflect any amendment, change or
modification of the Partnership Agreement or the Certificate of Limited
Partnership in accordance with the terms of the Partnership Agreement; and (iv)
all instruments, agreements and documents which MLAI LLC considers necessary or
appropriate to the operation of the Fund as contemplated in the Memorandum.
The Subscriber agrees and acknowledges that the other Limited Partners
are relying on the continued validity of the foregoing Power of Attorney, and
that the Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and survive the death or incapacity of the
Subscriber.
10. STATE SECURITIES LEGENDS. The offering and sale of the Units are
intended to be exempt from registration under the securities laws of certain
states. Subscribers who reside in the following states should note the
language set forth below, which is required to be included in this Subscription
Agreement by the securities laws of those states.
FOR FLORIDA RESIDENTS ONLY
--------------------------
IF THE INVESTOR IS NOT A BANK, A TRUST COMPANY, A SAVINGS INSTITUTION,
AN INSURANCE COMPANY, A DEALER, AN INVESTMENT COMPANY AS DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, A PENSION OR PROFIT-SHARING TRUST, OR A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
OF 1933), THE INVESTOR ACKNOWLEDGES THAT ANY SALE OF THE UNITS TO THE INVESTOR
IS VOIDABLE BY THE INVESTOR EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY THE INVESTOR TO THE ISSUER, OR AN AGENT OF THE ISSUER,
OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO
THE INVESTOR, WHICHEVER OCCURS LATER.
FOR GEORGIA INVESTORS ONLY
THE UNITS WILL BE SOLD IN RELIANCE ON THE EXEMPTION FROM SECURITIES
REGISTRATION CONTAINED IN PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT FROM SUCH ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER SUCH ACT.
11. Items Required from the Subscriber.
(a) Completed and executed copy of this Subscription
Agreement.
(b) Arrangements for payment of the subscription price of the
Subscriber's Units.
(c) If one or more purchaser representatives have been
consulted or relied upon, one completed and executed copy of the
purchaser representative's certificate (copies of which will be
furnished by MLAI LLC upon request) with respect to each purchaser
representative.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]
ML SELECT FUTURES I L.P.
SIGNATURE PAGE
Units to be registered as follows: (Check one)
[ ] INDIVIDUAL OWNERSHIP [ ] TRUST
(One signature required below)
[ ] JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP [ ] CORPORATION
(All tenants must sign below)
[ ] TENANTS IN COMMON [ ] LIMITED PARTNERSHIP
(All tenants must sign below)
[ ] RETIREMENT ACCOUNT [ ] OTHER (Please specify):
_______________________
AMOUNT OF SUBSCRIPTION (MINIMUM:
$25,000 FOR INITIAL INVESTMENT; $10,000 FOR ADDITIONAL INVESTMENTS): $__________
(THE SUBSCRIBER MUST PRINT ALL INFORMATION EXACTLY AS THE SUBSCRIBER WISHES IT
TO APPEAR ON THE FUND'S RECORDS.)
1. SUBSCRIBER INFORMATION
Subscriber's Name:_____________________________________________________
Subscriber's Account Number:___________________________________________
Address / Principal Place of Business:_________________________________
(Street) (City/State/Zip Code)
Telephone Number:______________________________________________________
(Business) Home (for Individuals)
Jurisdiction of Organization (for Entities):___________________________
Contact Person (for Entities):_____________ Telephone Number:_________
Social Security / Taxpayer ID Number:______ Date of Birth /
Formation:________________
Fiscal Year (for Entities):________________
2. SOLICITATION INFORMATION. The Subscriber first heard about the Fund
from:
[ ] ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisor
[ ] Other (specify) ___________________________________________________
_______________________________________________________________________
3. INFORMATION REGARDING SUBSCRIBER.
--------------------------------
THE SUBSCRIBER MUST HAVE SUFFICIENT FINANCIAL KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE RISKS
AND MERITS OF AN INVESTMENT IN THE FUND.
(i) Select whichever of (a) or (b) is applicable:
[ ] (a) The Subscriber, or each person making the investment
decision to acquire Units, on behalf of the Subscriber, has
such knowledge and experience in financial and business
matters that the Subscriber, or each such person, is capable
of evaluating the merits and risks of an investment in the
Fund and of making an informed investment decision regarding
the purchase of Units.
[ ] (b) The Subscriber, or each person making the investment
decision to acquire Units on behalf of the Subscriber, and the
person(s) listed below who have acted as the Subscriber's or
such persons' purchaser representative(s), together have such
knowledge and experience in financial and business matters
that they together are capable of evaluating the merits and
risks of an investment in the Fund and of making an informed
investment decision regarding the purchase of the Units.
Listed below are the names and addresses of those persons upon
whose advice the Subscriber has relied, or with whom the
Subscriber has consulted, in evaluating the merits and risks
of an investment in the Fund. A purchaser representative's
certificate (available upon request from MLAI LLC) from each
such person is being delivered herewith.
Name Address
______________________________________________________________
______________________________________________________________
______________________________________________________________
4. INVESTOR QUALIFICATIONS
-----------------------
INVESTOR MEETS THE STANDARDS FOR BEING CATEGORIZED AS AN "ACCREDITED
INVESTOR" AS SET FORTH UNDER SECTION 4____ [INSERT LETTER THAT PERTAINS
TO SUBSCRIBER'S QUALIFICATION; SEE PAGES S-5 TO S-6 OF THE SUBSCRIPTION
AGREEMENT].
5. SUITABILITY
-----------
THE SUBSCRIBER'S INVESTMENT IN THE FUND CONSTITUTES LESS THAN
10% OF THE SUBSCRIBER'S READILY MARKETABLE ASSETS.
YES [ ] NO[ ]
6. INTERNAL REVENUE CODE CERTIFICATION
-----------------------------------
[ ] The Subscriber has checked the preceding box to confirm that the
Subscriber is a United States taxpayer:
The Subscriber has checked the following box if the Subscriber is
subject to backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code: [ ]. Under the penalties of
perjury, by signing this Subscription Agreement, the Subscriber hereby
certifies that the Social Security or Taxpayer Identification Number
set forth above is the Subscriber's true, correct and complete Social
Security Number or Taxpayer Identification and that the information
given in the immediately preceding sentence is true, correct and
complete.
The Subscriber will notify MLAI LLC within 30 days of any change in the
information set forth in this Section 6.
__________________________________________________
__________________________________________________
__________________________________________________
Dated _____________, 20__ (Signature of Individual Subscriber[s])
(For Joint Subscribers, each Subscriber must sign)
If Entity Subscriber, please sign below:
ACCEPTED: ________________________________________________
(Name of Entity Subscriber)
APPROVED FOR SUBMISSION TO
▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC
_________________________ By:_____________________________________________
Financial Advisor (Signatory Entity, if any)
Date: Date: __________________________________________
Name:
Title:
PLEASE RETURN BY OVERNIGHT MAIL TO:
DOCUMENT CONTROL
C/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ALTERNATIVE INVESTMENTS LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
THIS SUBSCRIPTION AGREEMENT IS NOT FOR USE AFTER FEBRUARY 1, 2004.