exv10w11






Exhibit 10.11




CGM Account No.:                                                             




                    
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.




EMERGING CTA PORTFOLIO L.P.




(a New York limited partnership)




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.




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Ceres Managed Futures LLC

55 East 59th Street, 10th Floor

New York, New York 10022





			
	Re:	 	Emerging CTA Portfolio L.P.





Ladies and Gentlemen:




     1. Subscription for Units. I hereby irrevocably subscribe for the amount of Units (and
partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Emerging
CTA Portfolio L.P. (the “Partnership”) as indicated on page B-8 hereof. I understand that each
Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup
Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and
Morgan Stanley Smith Barney LLC, a limited liability company organized under the laws of the State
of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit
my brokerage account in the amount of my subscription as described in the Private Placement
Offering Memorandum dated August 2009, as amended or supplemented from time to time (the
“Memorandum”).



     I understand that all capitalized terms used in this subscription agreement (this
“Subscription Agreement”) that are not separately defined herein shall have the respective meanings
set forth in the Memorandum.



          I am aware that this subscription is not binding on the Partnership unless and until it is
accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the
State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject
this subscription in whole or in part for any reason whatsoever. I understand that the General
Partner will advise me within five business days of receipt of my funds and this Subscription
Agreement if my subscription has been rejected. I further understand that if this subscription is
not accepted, the full amount of my subscription will be promptly returned to me without deduction.




     2. Representations, Warranties and Covenants of Subscriber. As an inducement to the General
Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby
represent, warrant and agree as follows:



     (a) I am over 21 years old, am legally competent to execute this Subscription Agreement and
have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and
annual report, if any, and except as set forth in the Memorandum, no representations or warranties
have been made to me by the selling agent indicated by check-mark on the cover of this Subscription
Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect
to the business of the Partnership, the financial condition of the Partnership, the deductibility
of any item for tax purposes or the economic, tax, or any other aspects or consequences of a
purchase of a Unit, and I have not relied upon any information concerning the offering, written or
oral, other than that contained in the Memorandum or provided by the General Partner (as the same
may have been relayed to me by the Selling Agent) at my request. In addition, I have been
represented by such legal and tax counsel and others selected by me as I have found it necessary to
consult concerning this transaction. I am in



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compliance with all federal and state regulatory requirements applicable to this investment.
With respect to the tax aspects of my investment, I am relying upon the advice of my own personal
tax advisors and upon my own knowledge with respect thereto.




     (b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum,
including those arising from the fact that the General Partner is indirectly owned by CGM, a
selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a
selling agent for the Partnership.



     (c) I am authorized, and the individual or individuals signing this Agreement are empowered to
enter into this Subscription Agreement and become a limited partner in the Partnership.



     (d) I hereby acknowledge and agree to the terms of the Customer Agreement between the
Partnership and CGM and to the payment to CGM of the brokerage fee as described in the Memorandum.
I understand that lower brokerage fees might be available, but that the General Partner will not
negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB
will be compensated by a payment of a portion of the brokerage fee received by CGM that is
calculated based on the number of limited partners in the Partnership that are customers of MSSB.
Additionally, I hereby acknowledge and agree to the payment to the General Partner of an
administrative fee as described in the Memorandum.



     (e) The Partnership has made available to me, prior to the date hereof, the opportunity to ask
questions of, and to receive answers from, the General Partner and its representatives, concerning
the terms and conditions of the offering, and has afforded me access to obtain any information,
documents, financial statements, records and books (i) relating to the Partnership, its business,
the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any
information, documents, financial statements, records and books furnished in connection with the
offering. All materials and information requested by me, including any information requested to
verify any information furnished, have been made available and have been examined to my
satisfaction.



     (f) I understand that the Partnership offering has not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or pursuant to the provisions of the securities or
other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in
the Securities Act and in the laws of certain jurisdictions. I am fully aware of the restrictions
on sale, transferability and assignment of the Units as set forth in the Limited Partnership
Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I
must bear the economic risk of my investment in the Partnership for an indefinite period of time
because the offering has not been registered under the Securities Act. I understand that the Units
cannot be offered or sold unless they are subsequently registered under the Securities Act or an
exemption from such registration is available, and that any transfer requires the consent of the
General Partner, who may determine not to permit any specific transfer.



     (g) I hereby represent that I am aware of the speculative nature of this investment and of the
high degree of risk involved, that I can bear the economic risks of this investment and that I can
afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you
that I:



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	 	(i)	 	have sufficient liquid assets to pay the purchase price for my
interest in the Partnership;
	 
	 	(ii)	 	have adequate means of providing for my current needs and
possible personal contingencies and have no present need for liquidity of my
investment in the Partnership;
	 
	 	(iii)	 	have adequate net worth and sufficient means to sustain a
complete loss of my investment in the Partnership;
	 
	 	(iv)	 	have substantial experience in making similar investments;
	 
	 	(v)	 	have sufficient knowledge to be able to evaluate the merits and
risks of this investment;
	 
	 	(vi)	 	have made this decision to invest in the Partnership based on
my own independent evaluation;
	 
	 	(vii)	 	(x) am an accredited investor as defined in Rule 501(a) of the
Securities Act; and (y) am a qualified eligible person as defined in Commodity
Futures Trading Commission (“CFTC”) Rule 4.7. See Exhibit I for the terms of
these qualifications.





     (h) I will not transfer or assign this Subscription Agreement, or any of my interest herein.
I am acquiring my interest in the Partnership hereunder for my own account and for investment
purposes only and not with a view to or for the transfer, assignment, resale or distribution
thereof, in whole or in part. I have no present plans to enter into any such contract,
undertaking, agreement or arrangement. I understand that, by making an investment in the
Partnership, I will be a limited partner. I understand that the General Partner may in its
absolute discretion require any limited partner to redeem all or part of his Units, upon 10 days’
notice to such limited partner.



     (i) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to
pay or reimburse CGM, MSSB or the Partnership for any taxes, including but not limited to
withholding tax imposed with respect to my Units.



     (j) If I am a collective investment vehicle, I am in compliance with all applicable Federal
regulatory requirements including the registration rules of the CFTC.



     (k) I understand that as part of the Partnership’s responsibility for the prevention of money
laundering, CGM, MSSB or the General Partner may require a detailed verification of identity and
the source of payment. In the event of delay or failure by me to produce any information required
for verification purposes, the General Partner may refuse to accept my application and subscription
funds relating thereto or may refuse to process a redemption request until proper information has
been provided.



     (l) I hereby represent and affirm that (i) I have a net worth, either alone or with my spouse,
exceeding ten (10) times my investment, or (ii) I have, either alone or with my
professional advisor, the capacity to protect my interests in connection with this transaction, or
(iii) I am able to bear the economic risk of this investment.



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     (m) I hereby represent that the information contained herein is 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 which may
occur prior to the acceptance of my subscription and will promptly send the General Partner written
confirmation thereof.



     (n) I understand that my subscription payment must be received by the Partnership on or before
the specified settlement date.



     3. Acceptance of Partnership Agreement and Power of Attorney. I hereby apply to become a
limited partner as of the date upon which the sale of my Units becomes effective, and I hereby
agree to each and every term of the Partnership Agreement as if my signature were subscribed
thereto.



     (a) I hereby constitute and appoint the General Partner of the Partnership, with full power of
substitution, as my true and lawful attorney to execute, acknowledge, file and record in my name,
place and stead: (i) the Partnership Agreement substantially in the form included as an Appendix
to the Memorandum; (ii) all certificates and other instruments which the General Partner shall deem
appropriate to create, qualify, continue or dissolve the Partnership as a limited partnership in
the jurisdictions in which the Partnership may be formed or conduct business; (iii) all agreements
amending or modifying the Partnership Agreement that may be appropriate to reflect a change in any
provision of the Partnership Agreement or the exercise by any person of any right or rights
thereunder not requiring my specific consent, or requiring my consent if such consent has been
given, and any other change, interpretation or modification of the Partnership Agreement in
accordance with the terms thereof; (iv) such amendments, instruments and documents which the
General Partner deems appropriate under the laws of the State of New York or any other state or
jurisdiction to reflect any change, amendment or modification of the Partnership Agreement of any
kind referred to in subparagraph (iii) hereof; (v) filings with agencies of any federal, state or
local governmental unit or of any jurisdiction which the General Partner shall deem appropriate to
carry out the business of the Partnership; and (vi) all conveyances and other instruments which the
General Partner shall deem appropriate to effect the transfer of my Partnership interest pursuant
to the Partnership Agreement or of Partnership assets and to reflect the dissolution and
termination of the Partnership. The foregoing appointment (a) is a special power of attorney
coupled with an interest, is irrevocable and shall survive my subsequent death, incapacity or
disability and (b) shall survive the delivery of an assignment by me of the whole or any portion of
my interest, except that where an assignee of the whole of such interest has been approved by the
General Partner for admission to the Partnership as a substituted Limited Partner, the power of
attorney shall survive the delivery of such assignment for the sole purpose of enabling the General
Partner to execute, acknowledge and file any instrument necessary to effect such substitution.



     (b) FOR INDIVIDUAL INVESTORS AND TRUSTEES EXECUTING THIS SUBSCRIPTION AGREEMENT IN THE STATE
OF NEW YORK. I acknowledge that the above constitution and appointment of the General Partner of
the Partnership as my true and lawful attorney does not apply to individuals executing this
Subscription Agreement in the State of New York. Any such individual shall instead read and sign
the New York State Power of Attorney in Exhibit II to this Subscription Agreement and have his or
her signature thereto notarized.



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     4. Indemnification. I hereby agree to indemnify and hold harmless the Partnership, the
Selling Agent, the General Partner and its affiliated persons from any and all damages, losses,
costs and expenses (including reasonable attorneys’ fees) which they may incur by reason of any
breach by me of the covenants, warranties and representations contained in this Subscription
Agreement.



     5. Survival. All representations, warranties and covenants contained in this Subscription
Agreement and the indemnification contained in Section 0 shall survive (i) the acceptance of the
subscription, (ii) changes in the transactions, documents and instruments described in the
Memorandum that are not material, and (iii) the death or disability of the undersigned.



     6. Miscellaneous. This subscription is not revocable by me and constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and may not be amended
orally. This Agreement shall be construed in accordance with and be governed by the laws of the
State of New York.



     7. Employee-Benefit Plans. By so indicating on page B-8 hereof, the undersigned hereby
represents and warrants whether or not the subscriber is a “Benefit Plan Investor” within the
meaning of U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101, as amended by the Pension
Protection Act of 2006 (the “Plan Assets Regulation”). Generally, a “Benefit Plan Investor” is any
plan or fund organized by an employer or employee organization subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or any plans subject to Section 4975
of the Internal Revenue Code of 1986 (the “Code”) to provide retirement, deferred compensation,
welfare or similar benefits to employees or beneficiaries, including an entity described in Section
(g) of the Plan Assets Regulation, in which 25% or more of any class of equity interests is owned
by such plans and that is primarily engaged in the business of investing capital. If the
undersigned is investing with the assets of, or on behalf of, an employee-benefit plan subject to
ERISA, or plan subject to Section 4975 of the Code (the “Plan”) (such undersigned, the “Fiduciary”)
then the Fiduciary further represents and agrees as follows with respect to the Plan:



          (1) Either (a) or (b): (a) none of CGM, MSSB, the General Partner or any of their
employees, financial advisors or affiliates (i) manages any part of the investment portfolio of the
Plan, or (ii) has an agreement or understanding, written or unwritten, with the Fiduciary under
which the Fiduciary regularly receives information, recommendations or advice concerning
investments which are used as a primary basis for the Plan’s investment decisions and which
are individualized to the particular needs of the Plan.




          or (b) The relationship between the Plan and CGM, MSSB, the General Partner or any of
their employees, financial advisors or affiliates comes within (i) or (ii) above with respect to
only a portion of the Plan’s assets and the investment in the Partnership is being made by
the Fiduciary from a portion of Plan assets with respect to which such relationship does not exist.




          (2) Although an account executive or a financial advisor of CGM or MSSB may have suggested
that the Fiduciary consider the investment in the Partnership, the Fiduciary has studied the
Memorandum and has made the investment decision solely on the basis of the Memorandum and without
reliance on such suggestion.




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          (3) The Plan is in compliance with all applicable Federal regulatory requirements.




          (4) The undersigned Fiduciary acknowledges that it is: independent of CGM, MSSB, the General
Partner and all of their affiliates; capable of making an independent decision regarding the
investment of Plan assets; knowledgeable with respect to the Plan in administrative matters and
funding matters related thereto, and able to make an informed decision concerning participation in
the Partnership.




          (5) The undersigned Fiduciary, if the Plan is an IRA or Keogh account of which CGM or MSSB is
the custodian, hereby directs said custodian as custodian of the Plan to subscribe for the amount
indicated on page B-8 hereof. In addition, the Fiduciary represents and confirms that all of the
information contained in this Subscription Agreement and relating to the subscribing Plan is
complete and accurate.




          Please complete this Subscription Agreement by filling in the blanks and executing it on the
following page.




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EXECUTION PAGE





	I.	 	For Client Use:
	 
	A.	 	Subscription Amount: I hereby subscribe for $                     (minimum $25,000).
	 
	B.	 	Accreditation: Please complete and initial the following:






			
	                    
[initial here]	 	I am an “accredited investor” and a “qualified eligible person” under Section (1) and paragraph                      of
Section (2) of Exhibit I on page B-11.







	C.	 	Benefit Plan Investor Status: The subscriber is                      or is not                      a “Benefit Plan
Investor” as defined in Section 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 sign the New York State Power of
Attorney (Exhibit II, page B-13) and have your signature notarized.




	E.	 	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.
	 
	F.	 	Signature: If joint ownership, all parties must sign (if fiduciary, partnership or
corporation, indicate capacity of signatory under signature line).





[Signature Page on Next Page]




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IN WITNESS WHEREOF, I have executed this Subscription Agreement including Power of Attorney as
of the date below.




	 	 	 	 	 	 	 
	 

Signature

	 	 
	 	 

Signature
	 	 
	(include Title, if applicable)

	 	 	 	(include Title, if applicable)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 







	G.	 	Please complete Registration Data on the next page.












	 	 	 	 
	II. Branch Manager Approval:

	 	 	 
	 
	 	 	 
	The General Partner’s acceptance is
conditioned upon receiving an attestation
from a Citigroup Global Markets Inc. or
Morgan Stanley Smith Barney LLC (as
indicated on the cover of this Subscription
Agreement) Branch Manager as to the
following:
	 	 	 
	 
	 	 	 
	The Branch Manager has received all
documents required to open this account and
acknowledges the suitability of this
investment for the client. In recommending
the purchase of Units, the Branch Manager,
on behalf of Citigroup Global Markets Inc.
or Morgan Stanley Smith Barney LLC has
determined the suitability of the
subscriber and will maintain records
containing the basis of the suitability
determination. Prior to executing the
purchase of Units, the Branch Manager, on
behalf of Citigroup Global Markets Inc. or
Morgan Stanley Smith Barney LLC has
informed the subscriber of facts relating
to the liquidity and marketability of the
Units. If the account is a partnership or
trust, the Branch Manager acknowledges that
he/she has reviewed the partnership or
trust documents which allow investments in
limited partnerships whose principal
business is in futures trading, and that
the anti-money laundering and
know-your-customer documentation for this
subscriber is complete.
	 	 	 









	 	 	 	 	 
	III. For General Partner’s Use:
	 
	 	 	 	 
	ACCEPTED:	 	 
	CERES MANAGED
	FUTURES LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 














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Registration Data




	 	 	 	 	 	 	 
	 

Name of Limited Partner

	 	 
	 	 

Name of Joint Limited Partner (if any)
	 	 
	          (Please Print)

	 	 	 	          (Please Print)	 	 
	          (See Note 1 Below)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	Residence Street Address

	 	 	 	Mail Address (if different than	 	 
	          (See Note 2 Below)

	 	 	 	Residence Address)	 	 
	 
	 	 	 	 	 	 
	 

City     State     Zip Code

	 	 
	 	 

City     State     Zip Code
	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	Social Security or
	 	 	 	 	 	 
	Federal Employer ID Number

	 	 	 	If Joint Partnership, check one:	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	o Joint Tenants with right to	 	 
	CGM Account Number

	 	 	 	     Survivorship (all parties must sign)	 	 
	Note 1: If subscriber is an ERISA
plan or
account, please so indicate

	 	 	 	o Tenants in Common
	 	 
	(e.g.: “XYZ Co. Pension Plan,”
“Dr. A Keough
Account,” “Mr. B IRA Account”)

	 	 	 	o Community Property	 	 
	 

	 	 	 	If 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.

	 	 	 	o Trust           o Partnership


o Corporation	 	 






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Exhibit I




               You must be both an “accredited investor” and a “qualified eligible person” in order to invest
in the Partnership. If you satisfy the requirements of Section (1) and Section (2) of this
Exhibit I, then you are both an “accredited investor” and a “qualified eligible person.” Please
indicate in item I.B. on page B-8 that you satisfy the requirements of Section (1) and Section (2),
including the appropriate paragraph of Section (2).



Section (1).





	 	 	A person satisfies the requirements of this Section (1) if that person owns securities
(including pool participations) of issuers not affiliated with1 that person and
other investments with an aggregate market value in excess of $2,000,000;





Section (2).





	 	 	A person satisfies the requirements of this Section (2) if the Partnership reasonably
believes that person comes within any of the following categories at the time of the sale of
Units to that person:
	 
	 	 	Natural Person Investors:






	 	a.	 	A natural person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his purchase in the Partnership exceeds $1,000,000;
	 
	 	b.	 	A natural person who had an individual 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 has a reasonable expectation of reaching the same
income level in the current year;
	 
	 	c.	 	Any director, executive officer, or general partner of the Partnership, or any
director, executive officer, or general partner of a general partner of the
Partnership;






	 	 	Entity Investors:






	 	d.	 	An investment company registered under the Investment Company Act of 1940 (the
“Investment Company Act”) or a business development company as defined in section
2(a)(48) of such Act not formed for the specific purpose of investing in the
Partnership;
	 
	 	e.	 	A broker or dealer registered pursuant to section 15 of the Securities Exchange
Act of 1934;
	 
	 	f.	 	A bank as defined in section 3(a)(2) of the Securities Act or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Securities Act acting for its own account or for the account of a qualified eligible
person;







 




			
	1	 	Affiliate of, or a person affiliated with, a specified
person means a person that directly or indirectly through one or more persons,
controls, is controlled by, or is under common control with the specified
person.




B-11









 











	 	g.	 	An insurance company as defined in section 2(13) of the Securities Act acting
for its own account or for the account of a qualified eligible person;
	 
	 	h.	 	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, if such plan has total assets in excess of $5,000,000;
	 
	 	i.	 	An employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974; provided, that the investment decision is made by a plan
fiduciary, as defined in section 3(21) of such Act, which is a bank, savings and loan
association, insurance company, or registered investment adviser; or that the employee
benefit plan has total assets in excess of $5,000,000; or, if the plan is
self-directed, that investment decisions are made solely by persons that are both
accredited investors and qualified eligible persons;
	 
	 	j.	 	A private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940;
	 
	 	k.	 	An organization described in section 501(c)(3) of the Internal Revenue Code of
1986, with total assets in excess of $5,000,000, which is not formed for the specific
purpose of participating in the Partnership;
	 
	 	l.	 	A corporation, Massachusetts or similar business trust, partnership or limited
liability company, other than a commodity pool, which has total assets in excess of
$5,000,000, and is not formed for the specific purpose of participating in the
Partnership;
	 
	 	m.	 	A trust or commodity pool, with total assets in excess of $5,000,000, not
formed for the specific purpose of participating in the Partnership, and whose
participation in the Partnership is directed by a person who is both a qualified
eligible person and a sophisticated person as described in Rule 506(b)(2)(ii) under the
Securities Act; or
	 
	 	n.	 	Any entity in which all of the equity owners are both accredited investors and
qualified eligible persons.




B-12









 












EXHIBIT
II


EMERGING CTA PORTFOLIO L.P.

(THE “PARTNERSHIP”)

SUPPLEMENTAL DOCUMENT

FOR

SUBSCRIPTIONS IN NEW YORK

MADE ON OR AFTER

SEPTEMBER 1, 2009




NEW YORK STATE LIMITED POWER OF ATTORNEY




[THIS DOCUMENT MUST BE NOTARIZED]




     The New York Legislature recently enacted changes to Title 15 of Article 5 of the New York
State General Obligations Law which require this additional document to be signed by certain
subscribers to the Partnership. Subscribers who are (i) natural persons investing for their own
account or as trustee for the benefit of a trust and (ii) executing this Subscription Agreement in
the State of New York on or after September 1, 2009 must complete the form below. The limited
power of attorney contained herein replaces the limited power of attorney which appears in
paragraph 3 of the Subscription Agreement. Terms not defined shall retain the meaning given to
them in the Subscription Agreement.



     (1) Subscriber section (to be completed by the Subscriber and notarized):



     I,                                                             , hereby apply to
become a limited partner as of the date
upon which the sale of my Units becomes effective, and I hereby agree to each and every term of the
Partnership Agreement as if my signature were subscribed thereto. As principal, I hereby
constitute and appoint the General Partner of the Partnership, with full power of substitution, as
my agent and true and lawful attorney to execute, acknowledge, file and record in my name, place
and stead: (i) the Partnership Agreement substantially in the form included as an Appendix to the
Memorandum; (ii) all certificates and other instruments which the General Partner of the
Partnership shall deem appropriate to create, qualify, continue or dissolve the Partnership as a
limited partnership in the jurisdictions in which the Partnership may be formed or conduct
business; (iii) all agreements amending or modifying the Partnership Agreement that may be
appropriate to reflect a change in any provision of the Partnership Agreement or the exercise by
any person of any right or rights thereunder not requiring my specific consent, or requiring my
consent if such consent has been given, and any other change, interpretation or modification of the
Partnership Agreement in accordance with the terms thereof; (iv) such amendments, instruments and
documents which the General Partner deems appropriate under the laws of the State of New York or
any other state or jurisdiction to reflect any change, amendment or modification of the Partnership
Agreement of any kind referred to in subparagraph (iii) hereof; (v) filings with agencies of any
federal, state or local governmental unit or of any jurisdiction which the General Partner shall
deem appropriate to carry out the business of the Partnership; and (vi) all conveyances and other
instruments which the General Partner shall deem appropriate to effect the transfer of my
Partnership interest pursuant to the Partnership Agreement or of Partnership assets and to reflect
the dissolution and termination of the Partnership. The foregoing appointment (a) is a special
power of attorney coupled with an interest, is irrevocable and shall survive my subsequent



B-13









 




death, incapacity or disability, (b) shall survive the delivery of an assignment by me of the
whole or any portion of my interest, except that where an assignee of the whole of such interest
has been approved by the General Partner for admission to the Partnership as a substituted Limited
Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose
of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect
such substitution and (c) is not intended to revoke or terminate any prior powers of attorney. I
hereby represent and warrant to the General Partner of the Partnership and any future lawful
substitution as agent thereby that, so long as I hold an interest in the Partnership, I shall not
enter into any subsequent power of attorney that has the effect of revoking or terminating this
power of attorney.




     In the event of a conflict between the provisions of this Power of Attorney and the
Partnership Agreement and/or the Subscription Agreement, the provisions of this Power of Attorney
shall control. If it is determined by a court of competent jurisdiction that any provision of this
Power of Attorney is invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of this Power of
Attorney.



[Signature Page on Next Page]




B-14









 







In Witness Whereof I have read the statutory cautionary legends beginning on the next page and I
have hereunto signed my name on                                                             , 20___




PRINCIPAL signs here: ==>                                                             




STATE OF NEW YORK   )



                                            ) ss.:



COUNTY OF                     )




     On the                      day of                     , in the year                     , before me,
the undersigned, a
Notary Public in and for said state, personally appeared                                                             ,
personally known to me or proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.



                                                            



Notary Public




     (2) General Partner section (to be completed by the General Partner and notarized):



     I,                                                             , as an Authorized Person and on behalf
 of the General Partner,
have read the foregoing Power of Attorney. The General Partner is the person identified therein as
agent for the principal named therein.



     The General Partner acknowledges its legal responsibilities.



     Agent signs here: ==>                                                             



STATE OF NEW YORK   )



                                            ) ss.:



COUNTY OF                     )



     On the                      day of                     , in the year                     , before me,
the undersigned, a
Notary Public in and for said state, personally appeared                                                             ,
personally known to me or proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.




                                                            



Notary Public




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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:




CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important
document. As the “principal,” you give the person whom you choose
(your “agent”) authority to spend your money and sell or dispose of
your property during your lifetime without telling you. You do not
lose your authority to act even though you have given your agent
similar authority.




When your agent exercises this authority, he or she must act
according to any instructions you have provided or, where there are
no specific instructions, in your best interest. “Important
Information for the Agent” at the end of this document describes
your agent’s responsibilities. Your agent can act on your behalf
only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are
revoking a prior Power of Attorney by executing this Power of
Attorney, you should provide written notice of the revocation to
your prior agent(s) and to the financial institutions where your
accounts are located.




You can revoke or terminate your Power of Attorney at any time for
any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting improperly.




Your agent cannot make health care decisions for you. You may
execute a “Health Care Proxy” to do this.




The law governing Powers of Attorney is contained in the New York
General Obligations Law, Article 5, Title 15. This law is available
at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us or
www.assembly.state.ny.us.




If there is anything about this document that you do not understand,
you should ask a lawyer of your own choosing to explain it to you.




IMPORTANT INFORMATION FOR THE AGENT:




When you accept the authority granted under this Power of Attorney,
a special legal relationship is created between you and the
principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is
terminated or revoked. You must:



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(1) act according to any instructions from the principal, or, where
there are no instructions, in the principal’s best interest;




(2) avoid conflicts that would impair your ability to act in the
principal’s best interest;




(3) keep the principal’s property separate and distinct from any
assets you own or control, unless otherwise permitted by law;




(4) keep a record of all receipts, payments, and transactions
conducted for the principal; and




(5) disclose your identity as an agent whenever you act for the
principal by writing or printing the principal’s name and signing
your own name as “agent” in either of the following manner:
(Principal’s Name) by (Your Signature) as Agent, or (your signature)
as Agent for (Principal’s Name).




You may not use the principal’s assets to benefit yourself or give
major gifts to yourself or anyone else unless the principal has
specifically granted you that authority in this Power of Attorney or
in a Statutory Major Gifts Rider attached to this Power of Attorney.
If you have that authority, you must act according to any
instructions of the principal or, where there are no such
instructions, in the principal’s best interest. You may resign by
giving written notice to the principal and to any co-agent,
successor agent, monitor if one has been named in this document, or
to the principal’s guardian if one has been appointed. If there is
anything about this document or your responsibilities that you do
not understand, you should seek legal advice.




Liability of agent:




The meaning of the authority given to you is defined in New York’s
General Obligations Law, Article 5, Title 15. If it is found that
you have violated the law or acted outside the authority granted to
you in the Power of Attorney, you may be liable under the law for
your violation.




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