_________
Please check here if employed by Morgan Stanley
Smith Barney LLC or an affiliate.
 _________
Please check here if employed by Citigroup Global
Markets Inc. or an affiliate.
 BRISTOL ENERGY FUND L.P.   Subscription Agreement
 Selling Agent:
 _________
Please check here if Morgan Stanley Smith Barney
LLC served as your selling agent.
 _________
Please check here if Citigroup Global Markets Inc.
served as your selling agent.




---



##### 



th th
 Bristol Energy Fund L.P.
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
   B-2




---



##### 



B-3




---



##### 



exceeding
    Acceptance of Limited Partnership Agreement and Power of Attorney
  B-4




---



##### 



Indemnification
 Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (i) or (ii) primary basis and
 or and
 B-5




---



##### 



B-6




---



##### 



EXECUTION PAGE
 I. For Client Use:
 A.
    
    Subscription Amount:I hereby subscribe for $ (minimum $25,000).B.
    
    Accreditation:Please select one of the following.
 1.
    
    I am an accredited investor under paragraph ___of Exhibit I on page B-10.
 OR
 2.
    
    I am a non-accredited investor.If you selected #2 above, please fill in the Prospective Purchaser Questionnaire (Exhibit II,
page B-10) and, if applicable, the Purchaser Representative Questionnaire (Exhibit II-1, page
B-12).
 C.
    
    Benefit Plan Investor Status:The subscriber is ___or is not ___a Benefit Plan Investor as
defined in paragraph 7 above.D.
    
    New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]:Please select
one of the following.
 1.
    
    I am an individual investor executing this Subscription Agreement in the State of New
York.
 OR
 2.
    
    I am an individual trustee executing this Subscription Agreement in the State of New
York on behalf of a trust.
 OR
 3.
    
    I am executing this Subscription Agreement outside of the State of New York.If you selected #1 or #2 above, please read and signthe New York State Power of
Attorney (Exhibit III, page B-17) and have your signature notarized.
 E.
    
    1. Representation:The foregoing statements are complete and accurate as of the date hereof and
may be relied upon by the General Partner. I further represent that I will notify the General
Partner immediately of any adverse change in any such information and will promptly send the
General Partner written confirmation thereof.2. Signature:If joint ownership, all parties must sign (if fiduciary, partnership or
corporation, indicate capacity of signatory under signature line).
  B-7




---



##### 



Signature
    
    SignatureTitle (if applicable)
    
    Title (if applicable)3. Date:
    
    Date:
 F.
    
    Please complete Registration Data on the next page.
 II. For Branch Use:
   III. For General Partners Use:
 
 
 
 B-8




---



##### 



Registration Data
 Name of Limited Partner
(Please Print)
(See Note 1 Below)
    
    
    
    Name of Joint Limited Partner (if any)
(Please Print)Residence Street Address
(See Note 2 Below)
    
    
    
    Mail Address (if different than
Residence Address)City          State          Zip Code
    
    
    
    City          State          Zip CodeSocial Security or Federal Employer I.D. NumberIf Joint Ownership, check one:CGM Account Number
    
    
    
    / / Joint Tenants with right to Survivorship
(all parties must sign)Note 1: If subscriber is an ERISA
plan or account, please so indicate
(e.g.: XYZ Co. Pension Plan, Dr.
A Keogh Account, Mr. B IRA Account).
    
    
    
    / / Tenants in Common

/ / Community PropertyIf Fiduciary or Corporation, check one:Note 2: The address given above must
be the residence address of the Limited
Partner. Post Office boxes and other
nominee addresses will not be accepted.
    
    
    
    / / Trust / / Partnership
/ / Corporation
 B-9




---



##### 



EXHIBIT I
          B-10




---



##### 



EXHIBIT II
Prospective Purchaser Questionnaire
   o o
  o o
   Stocks
    
    
    
    
    
    Limited Partnership Interests:Bonds
    
    
    
    
    
    Real EstateMutual Funds
    
    
    
    
    
    Oil and GasCommodities
    
    
    
    
    
    EquipmentOptions
    
    
    
    
    
    Other (specify)
   must
  o o
   o o
 B-11




---



##### 



EXHIBIT II-1
Questionnaire for Purchaser Representatives
 
  
   th th
  
 B-12




---



##### 



Name of Purchaser Representative:Name of Represented Investor:Your Business Address:Your Occupation:Your Bus. Tel. No.:
  o o
    o o
  ONE HIGHEST PLEASE DESCRIBE IN DETAIL
 o
 o
 o
 o
 o
 o PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST DATES
OF ATTENDANCE AND NAMES OF SCHOOLS
 
 B-13




---



##### 



o o
 o o
  o o
 i.e.
 o o
 NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH ADDITIONAL
PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN ACKNOWLEDGED BY THE INVESTOR TO
BE HIS PURCHASER REPRESENTATIVE.
  o o
  o o
  B-14




---



##### 



1 i.e o o
  o o
  o o
 NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTORS PURCHASE OF UNITS
CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A MATERIAL RELATIONSHIP.
  in writing
 o o
  o o
    
 1
    
    The term affiliate of a person means a person
that directly or indirectly, through one or more intermediaries, controls,
or is controlled by, or is under common control with such person. B-15




---



##### 



(Signature)(Print Name) B-16




---



##### 



EXHIBIT III
      NEW YORK STATE LIMITED POWER OF ATTORNEY
 THIS DOCUMENT MUST BE NOTARIZED
  Subscriber section (to be completed by the Subscriber and notarized)
 
 B-17




---



##### 



B-18




---



##### 



STATE OF NEW YORK
    
    
    ))
    ss.:COUNTY OF
    
    
    )
 
 Notary Public
 General Partner section (to be completed by the General Partner and notarized)
 
  
 STATE OF NEW YORK
    
    
    ))
    ss.:COUNTY OF
    
    
    )
 
 Notary Public
 B-19




---



##### 



NEW YORK LIMITED POWER OF ATTORNEY
CAUTIONARY LEGENDS
 The following disclosure is required to be included verbatim in all powers of attorney subject
to Title 15 of Article 5 of the New York State General Obligations Law:
          B-20




---



##### 



B-21