efc7-2577_ex42.htm


    Exhibit
      4.2

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    THE
      MERRILL LYNCH
      FUTURESACCESSSM
PROGRAM

    to
      access 

    SINGLE-ADVISOR
      MANAGED FUTURES FUNDS


    FUTURESACCESS
      PROGRAM SUBSCRIPTION


    AND
      EXCHANGE
      AGREEMENT

     

    For
      Use by U.S.
      Investors

     

    How
      to Invest in
      FuturesAccess

     

    General

     

    Merrill
      Lynch Alternative Investments LLC (“MLAI”) has attempted to minimize the
      paperwork normally associated with investors (“Investors”) participating in
      private placements in general and in the Merrill Lynch Futures AccessSM Program
      (“FuturesAccess”) in particular.  All information which Investors must
      complete is included in the Signature Page attached to this FuturesAccess
      Program Subscription and Exchange Agreement (“Subscription
      Agreement”).  Acceptance of your Subscription Agreement entitles you
      to participate in any fund included in FuturesAccess (a “FuturesAccess Fund”),
      including any new FuturesAccess Funds added in the future (subject to
      availability).

     

    Investors
      participating in the FuturesAccess Funds through both taxable and tax-exempt
      accounts must submit separate Signature Pages for each such account (unless
      their Financial Advisor informs them otherwise).

     

    Investors
      must submit a new Signature Page each time they wish to invest in or exchange
      into a FuturesAccess Fund.

     

    Only
      the detachable Signature Page attached hereto must be submitted to your
      Financial Advisor, not the full Subscription Agreement.  Your
      Financial Advisor must countersign your Signature Page.  Please give
      the Signature Page to your Financial Advisor to send to
      MLAI.

     

    If
      you
      have any questions as to how to complete the Signature Page or need additional
      Subscription Agreements or Signature Pages, please contact your Financial
      Advisor or:

     

    Merrill
      Lynch Alternative Investments LLC 

    Princeton
      Corporate Campus 

    800
      Scudders Mill Road 

    Section
      2G 

    Plainsboro,
      New Jersey  08536 

    (866)
      MER-ALTS; (866) 637-2587

     

    Steps
      to Investing

     

    
      	
               

            	
              1.

            	
              Read
                and carefully review the Confidential Program Disclosure Document,
                which
                is comprised of the Part One (A) Confidential Program
                Document:  FuturesAccess Program General Information, Part Two
                Confidential Program Disclosure Document:  Statement of
                Additional Information and Part One (B) Confidential Program Disclosure
                Document:  Trading Advisor Information (collectively referred to
                as the “Confidential Program

            


    

     

    ______________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    


    
      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

    

    


    Disclosure
      Document”) relating to the FuturesAccess Fund into which you are considering
      investing or exchanging.  Capitalized terms used herein but not
      defined shall have the meanings assigned to them in the Confidential Program
      Disclosure Document.

     

    
      	
               

            	
              2.

            	
              Read
                and carefully review this Subscription Agreement and the Signature
                Page
                attached hereto.

            


    

     

    
      	
               

            	
              3.

            	
              Consult
                with your Financial Advisor as to which of the FuturesAccess Funds
                (if
                any) are suitable for your
                portfolio.

            


    

     

    
      	
               

            	
              4.

            	
              Complete
                and detach the Signature Page providing the information requested
                and
                indicating the specific FuturesAccess Fund(s) you have
                selected.

            


    

     

    
      	
               

            	
              5.

            	
              Give
                the completed Signature Page to your Financial Advisor.  Your
                Financial Advisor will review and countersign the Signature Page
                and
                forward it to MLAI.

            


    

     

    
      	
               

            	
              6.

            	
              To
                invest in or exchange among FuturesAccess Funds, you must submit
                a
                completed Signature Page to your Financial Advisor no less than 10
                days
                prior to the effective month-end of your investment of
                exchange.  All subscriptions into and exchanges among
                FuturesAccess Funds are subject to the availability of the applicable
                FuturesAccess Fund(s) and to acceptance by
                MLAI.

            


    

     

    
      	
               

            	
              7.

            	
              Your
                Merrill Lynch Account will be debited on or about each monthly closing
                date in the amount of your subscription, which will be invested directly
                in the FuturesAccess Fund(s).  No interest will be payable with
                respect to any such subscriptions.

            


    

     

    
      	
               

            	
              8.

            	
              Your
                Financial Advisor will inform you when your Merrill Lynch Account
                will be
                debited in the amount of your investment, as well as the date when
                any
                exchange will be effective.

            


    

     

    
      	 
              
              
                The
                  subscriber (“Subscriber”) may invest in FuturesAccess through taxable
                  accounts as well as through individual retirement accounts (“IRAs”) and
                  other tax-exempt accounts.  Investments by the Subscriber and by
                  related tax-exempt as well as taxable accounts (including certain
                  investments for the benefit of immediate family members of the
                  Subscriber)
                  may be combined for purposes of meeting FuturesAccess minimums
                  (see
                  “Offering Procedures – Classes of Units” in the Part One (A) Confidential
                  Program Disclosure Document: FuturesAccess Program General
                  Information).  A separate Signature Page must be completed for
                  each such account.  If any of the accounts listed on the
                  Signature Page include plans subject to Section 4975 of the Internal
                  Revenue Code of 1986, as amended (the “Code”), such as IRAs, or plans that
                  are subject to the Employee Retirement Income Security Act of 1974,
                  as
                  amended (“ERISA”), the Subscriber must represent on the Signature Page
                  that the aggregation of such plans with other accounts for any
                  purpose
                  relating to FuturesAccess or the Merrill Lynch HedgeAccess®
                  Program
                  (“HedgeAccess”) does not result in an act of self-dealing under the
                  prohibited transaction provisions of Section 4975 of the Code or
                  Section
                  406 of ERISA.

                


              

              
                The
                  Subscriber should complete the “Related Accounts” section of the Signature
                  Page if the Subscriber wishes to combine related accounts.

                 

              

            


    

     

    
       

    

    


    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

    

    


    


    Multiple
      Classes of Units

     

    Four
      Classes of Units are generally offered by the FuturesAccess
      Funds:  Class A, Class C, Class I and Class D.  Each Class
      is subject to a different fee structure, and Class I and Class D are subject
      to
      certain eligibility requirements.  The Units of the Trend-Following
      Fund currently are not divided into Classes.

     

    Subscribers
      may choose between Class A Units (upfront sales commission; lower ongoing
      Sponsor Fees) and Class C Units (no upfront sales commission; higher ongoing
      Sponsor Fees).  There is no minimum “Program Investment” (defined
      below) required to invest in Class A or Class C Units (other than the $10,000
      minimum subscription amount required to invest in a particular FuturesAccess
      Fund or FuturesAccess overall).

     

    If
      a
      Subscriber instructs MLAI to combine subscriptions or investments involving
      any
      plan subject to Section 4975 of the Code or the provisions of ERISA, the
      Subscriber is deemed to represent that the aggregation of such plans with other
      accounts for any purpose relating to FuturesAccess or HedgeAccess does not
      result in an act of self-dealing under the prohibited transaction provisions
      of
      Section 4975 of the Code or Section 406 of ERISA.

     

    Prior
      to
      April 1, 2006, an Investor’s class eligibility was determined based on such
      Investor’s aggregate subscriptions (excluding exchanges) in FuturesAccess
      overall as well as, in the case of Class D Units, aggregate subscriptions
      (including exchanges) into a particular FuturesAccess Fund, and redemptions
      were
      not netted against subscriptions for purposes of determining Class I and Class
      D
      eligibility.  Effective April 1, 2006, an Investor’s Class I and Class
      D eligibility is determined not on the basis of aggregate subscriptions, but
      on
      the basis of an Investor’s total FuturesAccess Investment in FuturesAccess
      overall as well as, in the case of Class D Units, a particular FuturesAccess
      Fund, and an Investor’s redemptions will effectively be netted against such
      Investor’s subscriptions for purposes of determining Class I and Class D
      eligibility.

     

    An
      Investor’s “FuturesAccess Investment,” determined as of the beginning of each
      month, equals the greater of:

     

    
      	
               

            	
              Ÿ

            	
              the
                market value of an Investor’s outstanding Units in FuturesAccess (or a
                particular FuturesAccess Fund, as applicable) based on the most recently
                available Net Asset Values, plus pending subscriptions;
                or

            


    

     

    
      	
               

            	
              Ÿ

            	
              an
                Investor’s net subscriptions to FuturesAccess overall (or a particular
                FuturesAccess Fund, as applicable).  Net subscriptions means an
                Investor’s aggregate subscriptions less aggregate redemptions (not
                including pending redemptions).

            


    

     

    Except
      for purposes of determining Class D eligibility in a particular FuturesAccess
      Fund, the purchase and sale of Units in an exchange offset each other and have
      no effect on the amount of an Investor’s net subscriptions to FuturesAccess
      overall.

     

    FuturesAccess
      Investments attributable to certain related accounts may be combined for
      purposes of determining an Investor’s Class I and Class D
      eligibility.  In addition, Investors who participate in HedgeAccess
      (private investment funds that primarily trade securities rather than futures
      and forward contracts) are permitted to aggregate their investments in
      FuturesAccess and HedgeAccess for purposes of determining such Investors’ Class
      I and Class D eligibility, as well as determining sales commissions applicable
      to their purchases of Class A Units.

     

    There
      is
      no minimum FuturesAccess Investment required to invest in Class A or Class
      C
      Units (other than the $10,000 minimum investment in any FuturesAccess
      Fund).

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      

    

    


    


    New
      Investors whose initial subscription equals or exceeds $5,000,000 will be issued
      Class I Units, where available, in each FuturesAccess Fund in which they
      invest.  If an existing Investor whose FuturesAccess Investment is
      less than $5,000,000 makes an additional subscription which causes such
      Investor’s FuturesAccess Investment to equal or exceed $5,000,000 (including the
      new subscription), the entire new subscription will be invested in Class I
      Units.  The Investor’s existing Units (if any) will not be converted
      from Class A or Class C (as the case may be) to Class I Units, but all
      subsequent subscriptions and exchanges made by such Investor will be for Class
      I
      Units.

     

    Class
      D
      eligibility is determined on both an individual FuturesAccess Fund and an
      overall FuturesAccess basis.  For Investors whose initial subscription
      to any one FuturesAccess Fund equals or exceeds $5,000,000, the Investor will
      receive Class D Units, where available, in that FuturesAccess
      Fund.  If an Investor, whose FuturesAccess Investment in a particular
      FuturesAccess Fund is less than $5,000,000, makes an additional subscription
      or
      exchange into that FuturesAccess Fund which causes such Investor’s FuturesAccess
      Investment to equal or exceed $5,000,000 (including the new subscription or
      exchange), the entire new subscription or exchange into that FuturesAccess
      Fund
      will be invested in Class D Units.  The Investor’s existing Units in
      that FuturesAccess Fund will not be converted to Class D Units, but all
      subsequent subscriptions or exchanges made by such Investor into the same
      FuturesAccess Fund will be for Class D Units.  However,
      notwithstanding the fact that an Investor’s FuturesAccess Investment in a
      particular FuturesAccess Fund equals or exceeds $5,000,000, if that Investor
      invests or exchanges into another FuturesAccess Fund in which such Investor’s
      FuturesAccess Investment is less than $5,000,000, such Investor will not receive
      Class D Units in such other FuturesAccess Fund (except as described in the
      next
      paragraph).

     

    New
      Investors whose initial subscription equals or exceeds $15,000,000 will be
      issued Class D Units in each FuturesAccess Fund in which they invest and which
      offers different Classes of Units, irrespective of whether such Investor’s
      FuturesAccess Investments in any one FuturesAccess Fund equals or exceeds
      $5,000,000.  If an existing Investor whose FuturesAccess Investment is
      less than $15,000,000 makes an additional subscription immediately after which
      such Investor’s FuturesAccess Investment equals or exceeds $15,000,000
      (including the new subscription), the entire new subscription will be invested
      in Class D Units.  The Investor’s existing Units will not be converted
      to Class D Units, but all subsequent subscriptions and exchanges made by such
      Investor will be for Class D Units.

     

    Subscriptions
      made to all FuturesAccess Funds are aggregated for purposes of determining
      whether an Investor will receive Class I Units, and for purposes of determining
      whether an Investor’s subscriptions to multiple FuturesAccess Funds permit such
      Investor to receive Class D Units.

     

    Prior
      to
      April 1, 2006, Redemptions were not netted against subscriptions for purposes
      of
      determining Class I or Class D Unit eligibility.  After April 1, 2006,
      Redemptions are netted against subscriptions for purposes of determining Class
      I
      or Class D Unit eligibility.  For subscriptions effective on or after
      April 1, 2006, Class D and Class I eligibility will be determined not on the
      basis of aggregate subscriptions, but on the basis of an Investor’s total
“FuturesAccess Investment” in FuturesAccess overall as well as, in the case of
      Class D Units, a particular FuturesAccess Fund, as described above.

     

    Once
      an
      Investor is issued Class I or Class D Units, such Investor will continue to
      be
      issued Class I or Class D Units (as applicable) irrespective of the level of
      such Investor’s FuturesAccess Investment at any future date.  However,
      if an Investor withdraws entirely from FuturesAccess or a particular
      FuturesAccess Fund and subsequently reinvests, such Investor’s Class I and/or
      Class D Unit eligibility will be determined from the date of such reinvestment
      as if the Investor had never previously participated in FuturesAccess or such
      FuturesAccess Fund.

     

    Merrill
      Lynch officers and employees invest in Class I Units without regard to the
      $5,000,000 minimum FuturesAccess Investment requirement.  Such
      exemption from the minimum FuturesAccess Investment requirement will not be
      generally available to other Investors.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

    

    


    


    Certain
      Merrill Lynch clients may invest in Class I Units on different terms than those
      described herein, depending on the type of Merrill Lynch Account held by such
      clients.  In addition, FuturesAccess Funds may from time to time offer
      to certain Merrill Lynch clients a customized Class of Units having different
      financial terms than those described herein, provided that doing so does not
      have a material adverse effect on existing Investors.  Such customized
      Classes will generally be designated for Investors who are subject to additional
      fees on their investments in FuturesAccess Funds depending on the type of
      Merrill Lynch Account held by such Investors, but also may be so designated
      for
      other reasons.

     

    Although
      the Units of the Trend-Following Fund currently are not divided into Classes,
      amounts subscribed to or redeemed from the Trend-Following Fund will be included
      in the calculation of an Investor’s FuturesAccess Investment in determining such
      Investor’s class eligibility with respect to the other FuturesAccess
      Funds.

     

    Investors
      who are “Qualified Purchasers” (generally, individuals with $5,000,000 and
      entities with $25,000,000 of “Net Investments”) may also participate in
      HedgeAccess, which provides access to “hedge funds” (private investment funds
      which primarily trade securities).  Investors who participate in both
      Programs may aggregate their investments in both Programs toward the minimum
      investment levels established for acquiring Class I and Class D Units
      established for HedgeAccess and vice versa.  In deciding whether to
      aggregate investments, fiduciaries of IRAs and fiduciaries of plans that are
      subject to ERISA must ensure that such combination does not result in an act
      of
      self-dealing under the prohibited transaction provisions of Section 4975 of
      the
      Code or Section 406 of ERISA.

     

    The
      Exchange Privilege

     

    Subject
      to any restrictions imposed by the various FuturesAccess Funds (either
      temporarily or on an ongoing basis), Investors may generally exchange their
      Units in any FuturesAccess Fund for those of any other FuturesAccess Fund
      (subject to FuturesAccess Fund availability and Investor eligibility) as of
      the
      end of each calendar month on at least 10 days’ prior notice. Exchanges are
      generally made between Units of the same Class (except as described below)
      at
      Net Asset Value as of the effective date of the exchange.  However,
      the Units of the Trend-Following Fund currently are not divided into Classes,
      and accordingly, Investors exchanging into the Units of the Trend-Following
      Fund
      will receive Units of a single Class.  Amounts subscribed to or
      redeemed from the Trend-Following Fund will, however, be included in the
      calculation of an Investor’s FuturesAccess Investment in determining such
      Investor’s Class eligibility when exchanging Units of the Trend-Following Fund
      for Units of the other FuturesAccess Funds.  An Investor exchanging
      Class A, Class C or Class I Units in a FuturesAccess Fund for Units in another
      FuturesAccess Fund will generally receive Units of the same Class in such other
      FuturesAccess Fund.  However, if an exchange brings an Investor’s
      FuturesAccess Investments in a particular FuturesAccess Fund to or over the
      $5,000,000 threshold, the entire exchange will be invested in Class D
      Units.  The Investor’s existing Units in such FuturesAccess Fund will
      not be converted to Class D Units, but all subsequent subscriptions and
      exchanges by such Investor into such FuturesAccess Fund will be for Class D
      Units. An Investor exchanging Class D Units in a FuturesAccess Fund for Units
      in
      another FuturesAccess Fund will be issued Class I Units in the latter if the
      Investor’s FuturesAccess Investments in the latter FuturesAccess Fund total less
      than $5,000,000 and such Investor’s FuturesAccess Investments in FuturesAccess
      overall do not equal or exceed $15,000,000.  See the rules regarding
      exchanges of Class D Units, discussed in the “Summary — General Terms of the
      Classes of Units” in the Part One (A) Confidential Program
      Document:  FuturesAccess Program General Information.

     

    The
      same Class of Units may be subject to different brokerage commissions as well
      as
      different Management and Performance Fees in different FuturesAccess
      Funds.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

    

    


    Exchanges
      are permitted into a FuturesAccess Fund in $10,000 minimums.  There
      are no minimum increments in which exchanges must be made.  Exchanges
      into a FuturesAccess Fund may be aggregated with subscriptions into such
      FuturesAccess Fund by the same Investor.  In deciding whether to
      aggregate exchanges and subscriptions, fiduciaries of IRAs and fiduciaries
      of
      plans that are subject to ERISA must ensure that such combination does not
      result in an act of self-dealing under the prohibited transaction provisions
      of
      Section 4975 of the Code or Section 406 of ERISA. 

     

    If,
      immediately following an exchange out of a FuturesAccess Fund, an Investor
      would
      have an investment of less than $10,000 in such FuturesAccess Fund, such
      Investor must exchange out of such Investor’s entire investment in such
      FuturesAccess Fund. 

     

    No
      sales
      commissions, redemption or exchange charges will be assessed on any
      exchange.  Class A Units acquired in an exchange will be treated as if
      they have been outstanding since the date of their initial issuance for purposes
      of determining the ongoing compensation due to the Selling Agent (which begins
      only in the thirteenth month after Class A Units are issued). Otherwise, an
      exchange into the Units of a given FuturesAccess Fund will be made on the same
      terms as making a new subscription for such Units.  Any accrued
      Performance Fees will be assessed when an Investor exchanges out of a
      FuturesAccess Fund. 

     

    For
      tax
      purposes, exchanges will be treated as redemptions from the FuturesAccess
      Fund(s) from which Units are exchanged and subscriptions into the FuturesAccess
      Fund(s) into which Units are exchanged. 

     

    Units
      acquired in an exchange are indistinguishable from Units acquired with a new
      subscription (except in respect of determining ongoing compensation due in
      respect of Class A Units).  If there is a loss carryforward with
      respect to the Performance Fee calculation for a FuturesAccess Fund out of
      which
      an Investor exchanges, that loss carryforward will be forfeited and will have
      no
      effect on the calculation of the Performance Fee due in respect of the
      FuturesAccess Fund into which such Investor exchanges. 

     

    Only
      whole Units will be issued or may be exchanged.  Any dollar amounts
      exchanged which cannot be reinvested into whole Units will be credited to the
      exchanging Investor’s Merrill Lynch Account. 

     

    MLAI
      reserves the right to restrict or terminate the Exchange Privilege at any
      time.  See “Restriction, Suspension or Termination of the Exchange
      Privilege,” below.  NO ONE SHOULD INVEST IN FUTURESACCESS IN RELIANCE
      ON THE EXCHANGE PRIVILEGE.

     

    A
      new Signature Page must be submitted for each purchase or exchange, even if
      an
      Investor already owns Units of the FuturesAccess Fund(s) into which the purchase
      or exchange is being made. 

     

    ALTHOUGH
      FUTURESACCESS ALLOWS INVESTORS TO REALLOCATE INVESTMENTS THROUGH EXCHANGES
      AMONG
      FUTURESACCESS FUNDS, INVESTORS SHOULD BE AWARE THAT FUTURESACCESS IS NOT
      DESIGNED TO ENCOURAGE FREQUENT EXCHANGES, WHICH MAY DETRACT FROM
      RETURNS.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

    

    


    


    THE
      MERRILL LYNCH
      FUTURESACCESSSM
      PROGRAM 

    FUTURESACCESS
      PROGRAM SUBSCRIPTION AND
      EXCHANGE 

    AGREEMENT

     

    For
      Use by U.S. Investors

     

    This
      Subscription Agreement relates to your participation in one or more
      FuturesAccess Funds included in FuturesAccess.  You must identify the
      particular FuturesAccess Funds(s) into which you wish to invest or exchange
      on
      the Signature Page attached hereto.  You must submit a new Signature
      Page each time you wish to invest in or exchange among FuturesAccess
      Funds.

     

    ____________________

     

    The
      Subscriber must complete the attached Signature Page indicating the specific
      FuturesAccess Fund(s) to which such Subscriber wishes to subscribe, or into
      which the Subscriber wishes to exchange, and acknowledging receipt of the
      Confidential Program Disclosure Document.

     

    By
      completing and executing the Signature Page, the Subscriber is confirming that
      the Subscriber has the level of financial sophistication necessary to evaluate
      the merits and risks of specialized, non-traditional investments such as the
      FuturesAccess Funds, and understands that the speculative and illiquid nature
      of
      an investment in one or more of the FuturesAccess Funds makes such investment
      suitable only for a limited portion of the Subscriber’s portfolio.

     

    The
      Subscriber also understands and agrees that, although MLAI will use reasonable
      efforts to keep the information provided in each Signature Page strictly
      confidential, MLAI and/or one or more FuturesAccess Funds and/or MLAI may
      present the Signature Page and the information provided therein to such parties
      as MLAI deems advisable if called upon to establish the availability under
      any
      applicable law of an exemption from registration for the Units, to the extent
      necessary for any of the FuturesAccess Funds, MLAI or any of their respective
      affiliates, to comply with applicable law, if such information is or may be
      relevant to an issue in any action, suit or proceeding to which any
      FuturesAccess Fund, MLAI or any of their respective affiliates is a party or
      by
      which any of the foregoing are or may be bound, or upon the request of any
      regulatory, governmental or self-regulatory authority.

     

    I.           Representations,
      Warranties and Agreements of the Subscriber.  As an inducement to
      MLAI to accept the Subscriber’s Subscription Agreement, the Subscriber
      represents and warrants to MLAI and the applicable FuturesAccess Fund(s) as
      follows:

     

    A.           Authority
      and Eligibility

     

    
      	
               

            	
              (1)

            	
              (a)

            	
              If
                an individual, the Subscriber (including each individual joint Subscriber)
                is at least 21 years old and is legally competent to execute and
                deliver
                the Signature Page and to comply with the terms of this Subscription
                Agreement.

            


    

     

    
      	
               

            	
              (b)

            	
              (i)

            	
              If
                an entity (e.g., a corporation, partnership, limited liability company
                or
                trust), the Subscriber is duly authorized and qualified to become
                an
                Investor.  If the Subscriber is a passive investment vehicle,
                the sponsor of the Subscriber either is duly registered as a “commodity
                pool operator” with the Commodity Futures Trading Commission and a member
                in good standing of the National Futures Association in such capacity
                or
                is exempt from doing so.

            


    

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-7

          
            

          

        

        
          
          

        

      

    

    


    


    (ii)           The
      person (the “Signatory”; the Subscriber and the Signatory to be referred to
      collectively as the “Subscriber”, unless the context otherwise requires)
      executing and delivering the Signature Page or making an investment or exchange
      into or from any FuturesAccess Fund on behalf of the Subscriber has been duly
      authorized by the Subscriber to do so.  The Subscriber has full power
      and authority to comply with the terms of this Subscription Agreement, as well
      as to discharge its obligations to the applicable FuturesAccess Funds, including
      under the General Form of Operating Agreement of the FuturesAccess Funds (the
      “Operating Agreement”).

     

    Entity
      Subscribers must confirm that they are authorized to invest in the FuturesAccess
      Funds, each of which is a speculative, non-traditional
      investment.  Many Entity investors may not, in fact, be authorized —
pursuant to their charter documents, investment policies or other applicable
      provisions — to invest in the FuturesAccess Funds.

     

    
      	
               

            	
              (2)

            	
              The
                Subscriber has had substantive business dealings with Merrill Lynch
                and/or
                a Merrill Lynch Financial Advisor for at least six months, and believes
                that Merrill Lynch and/or the Subscriber’s Merrill Lynch Financial Advisor
                should have sufficient information to be able to assess the Subscriber’s
                financial position, knowledge and
                sophistication.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) has
                sufficient knowledge and experience in financial and business matters
                that
                the Subscriber is capable of evaluating the merits and risks of an
                investment in a FuturesAccess Fund and of making an informed investment
                decision regarding the purchase of the Units, and the Subscriber
                is able
                to bear the economic risk of a speculative investment such as the
                FuturesAccess Funds, including the risk of losing the Subscriber’s entire
                investment.  The Subscriber understands that investments in
                FuturesAccess Funds are suitable only for a limited portion of the
                risk
                segment of the Subscriber’s portfolio, and represents that the
                Subscriber’s investments in the FuturesAccess Funds constitute only a
                limited portion of the Subscriber’s overall
                portfolio.

            


    

     

    
      	
               

            	
              (4)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) has (i)
                received and carefully reviewed a copy of the Confidential Program
                Disclosure Document including the Part One (B) Confidential Program
                Disclosure Document: Trading Advisor Information relating to the
                Trading
                Advisors for the FuturesAccess Funds in which the Subscriber proposes
                to
                invest, including without limitation the “Risk Factors” section thereof,
                and (ii) has carefully evaluated and understands the various risks
                of an
                investment in each FuturesAccess Fund, including without limitation
                the
                limited liquidity of the Units, absence of regulatory oversight and
                performance volatility of such FuturesAccess Funds, and the Subscriber
                can
                afford to bear such risks.

            


    

     

    
      	
               

            	
              (5)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) has been
                afforded the opportunity to ask and receive complete and satisfactory
                answers to any questions and to obtain any additional information
                and
                materials the Subscriber has reasonably requested relating to any
                FuturesAccess Fund, its proposed operations, the private placement
                of the
                Units, the Trading Advisors and any other matters related thereto
                including any additional information which MLAI possesses or can
                acquire
                without unreasonable effort or expense that the Subscriber considers
                necessary to verify the accuracy of the information included in the
                Confidential Program Disclosure
                Document.

            


    

     

    
      	
               

            	
              (6)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) has relied
                only on the information contained in the Confidential Program Disclosure
                Document in determining whether to subscribe for Units in a FuturesAccess
                Fund or FuturesAccess Funds,

            


    

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-8

          
            

          

        

        
          
          

        

      

    

    


    


    irrespective
      of any information the Subscriber may have been furnished as described
      above.

     

    
      	
               

            	
              (7)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) understands
                that any performance information contained in the Confidential Program
                Disclosure Document should not be interpreted to mean that the applicable
                FuturesAccess Fund or Trading Advisor will have similar results in
                the
                future or avoid substantial losses.

            


    

     

    
      	
               

            	
              (8)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) specifically
                recognizes and consents to the conflicts of interest described in
                the
                Confidential Program Disclosure
                Document.

            


    

     

    
      	
               

            	
              (9)

            	
              The
                Subscriber (and the Subscriber’s financial advisors, if any) acknowledges
                that MLAI has established the business terms of each FuturesAccess
                Fund
                without arm’s-length negotiations with any representatives of prospective
                investors, and that no party has represented the investors in establishing
                the terms of any aspect of
                FuturesAccess.

            


    

     

    
      	
            	
              (10)

            	
               The
                Subscriber (and the Subscriber’s financial advisors, if any) understands
                and agrees that Units will be redeemed and the FuturesAccess Funds’ fees
                calculated on the basis of estimated numbers (as well as subsequent
                revisions of such numbers), and that no retroactive adjustments will
                be
                made to reflect any differences between estimated and final
                numbers.

            


    

     

    
      	
               

            	
              (11)

            	
              If
                the Subscriber is an entity, the Subscriber was not formed for the
                specific purpose of investing in any FuturesAccess Fund, and no more
                than
                40% of the Subscriber’s assets are invested in any FuturesAccess Fund;
                furthermore, investors in the Subscriber participate in investments
                made
                by the Subscriber on a pro rata basis in accordance with each
                such investor’s interest in the Subscriber (except as necessary to comply
                with applicable laws or
                regulations).

            


    

     

    
      	
               

            	
              (12)

            	
              (a)

            	
              The
                Subscriber, if not a benefit plan investor, as described below, on
                the
                date this Subscription Agreement is signed, agrees to notify MLAI
                immediately if the Subscriber becomes a benefit plan
                investor.

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              
                (i)      Benefit
                  Plan
                  Investors.  The Signatory has indicated on the Signature Page if
                  the Subscriber is “benefit plan investor” and, if so, if the Subscriber is
                  a Plan Assets entity, as defined below.  The term “benefit plan
                  investor” refers to (i) any “employee benefit plan” as defined in, and
                  subject to the fiduciary responsibility provisions of ERISA, (ii)
                  any
                  “plan” as defined in and subject to Section 4975 of the Code, and (iii)
                  any entity (a “Plan Assets 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 already described
                  benefit plan investors.  Benefit plan investors include, but are
                  not limited to, corporate pension and profit sharing plans, “simplified
                  employee pension plans,” Keogh plans for self_employed individuals
                  (including partners), individual retirement accounts, medical benefit
                  plans, life insurance plans, church plans that have elected to
                  be subject
                  to ERISA, bank commingled trust funds, or insurance company separate
                  accounts, for such plans and accounts, and, under certain circumstances,
                  all or a portion of the general account of an insurance
                  company.

              

            


    

     

    (ii)           If
      the Subscriber has indicated on the Signature Page both that it is a benefit
      plan investor and a Plan Assets Entity, the Subscriber hereby
      represents

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

    

    


    


    and
      warrants that the percentage of the Plan Assets Entity’s equity interests held
      by benefit plan investors does not exceed the percentage set forth on the
      Signature Page.  To ease the administrative burden related to
      monitoring and updating this percentage, MLAI recommends that the Subscriber
      build in some cushion so that the Subscriber will not have to notify the MLAI
      if
      the percentage changes slightly.

     

    (iii)           The
      Subscriber agrees to immediately notify MLAI upon any change to the foregoing
      representations.

     

    
      	
               

            	
              (13)

            	
              If
                the Signatory is, or is acting on behalf of, an “employee benefit plan,”
                as defined in and subject to ERISA, or any “plan,” as defined in and
                subject to Section 4975 of the Code (a “Plan”), or a Plan Assets Entity
                (iin which case, the following representations and warranties are
                made
                with respect to each Plan holding an investment in such Plan Assets
                Entity), the Signatory, in addition to the other representations
                and
                warranties set forth herein, further represents and warrants as,
                or on
                behalf of, the fiduciary (the “Plan Fiduciary”) of the Plan responsible
                for purchasing Units that: (a) the Plan Fiduciary has considered
                an
                investment in the applicable FuturesAccess Fund(s) for such Plan
                in light
                of the risks relating thereto; (b) the Plan Fiduciary has determined
                that,
                in view of such considerations, the proposed investment in such
                FuturesAccess Fund(s) is consistent with the Plan Fiduciary’s
                responsibilities under ERISA; (c) the Plan’s investment in such
                FuturesAccess Fund(s) 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 such FuturesAccess
                Fund(s) has been duly authorized and approved by all necessary parties;
                (e) none of the “Interested Parties” (as defined below): (i) has
                investment discretion within respect to the investment of assets
                of the
                Plan used to purchase Units in such FuturesAccess Fund(s); (ii) has
                authority or responsibility to or regularly gives investment advice
                with
                respect to the assets of the Plan used to purchase units in such
                FuturesAccess Fund(s) for a fee and pursuant to an agreement or
                understanding that such advice will serve as a primary basis for
                investment decisions 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; and (f) the Plan
                Fiduciary (i) is authorized to make, and is responsible for, the
                decision
                to invest in such FuturesAccess Fund(s), including the determination
                that
                such investment is consistent with the requirement imposed by Section
                404
                of ERISA that Plan investments be diversified so as to minimize the
                risks
                of large losses, (ii) is independent of the Interested Parties; and
                (iii)
                is qualified to make such investment decision.  The Signatory
                will, at the request of MLAI, furnish MLAI with such information
                as MLAI
                may reasonably require to establish that the purchase of Units by
                the
                Subscriber does 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.  For purposes of the foregoing, “Interested Party”
                means MLAI, the Trading Advisors, the Selling Agent, MLIB, each Financial
                Advisor and any person whom the Plan Fiduciary knows to be an agent,
                employee or affiliate of any of the
                foregoing.

            


    

     

    
      	
               

            	
              (14)

            	
              If
                the Subscriber is an insurance company using assets of its general
                account
                to purchase Units, the Subscriber hereby represents and warrants
                that none
                of such assets used to purchase the Units of any FuturesAccess Fund
                represent the assets of “employee benefit plans,” or the Subscriber has
                notified MLAI of the percentage of such assets that represents the
                assets
                of “employee benefit plans.”

            


    

     

    
      	
               

            	
              (15)

            	
              The
                Subscriber understands that no federal or state agency or securities
                exchange has reviewed the Confidential Program Disclosure Document
                or the
                private placement of the

            


    

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-10

          
            

          

        

        
          
          

        

      

    

    


    


    Units
      or
      has made any finding or determination as to the fairness of the business terms
      of an investment in any FuturesAccess Fund.

     

    
      	
               

            	
              (16)

            	
              The
                Subscriber is acquiring Units 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, except as described in
                Section
                F: Trustees, Agents, Representatives and Nominees, below.  The
                Subscriber understands that, based in part on the representations
                and
                warranties of the Subscriber, (i) the Units have not been and will
                not be
                registered under the Securities Act of 1933, as amended (the “Securities
                Act”), the securities laws of any state, or the securities laws of any
                other jurisdiction, and (ii) no FuturesAccess Fund will be registered
                under the Investment Company Act of 1940, as amended (the “Company
                Act”).

            


    

     

    B.           Program
      Restrictions on Exchanges and Transfers

     

    
      	
               

            	
              (1)

            	
              The
                Subscriber acknowledges that MLAI is under no obligation to maintain
                the
                FuturesAccess Exchange Privilege and that such Exchange Privilege
                may be
                terminated at any time.  The Subscriber must not invest in any
                FuturesAccess Fund in reliance on the continuation of the Exchange
                Privilege.

            


    

     

    
      	
               

            	
              (2)

            	
              In
                the event that one or more FuturesAccess Funds suspend redemptions
                or the
                calculation of net asset value, the Exchange Privilege with respect
                to
                such FuturesAccess Fund(s) will also be
                suspended.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Subscriber acknowledges and agrees that: (i) the transfer of the
                Subscriber’s Units is subject to restrictions in the Operating Agreement
                and requires the approval of MLAI, which approval may be withheld
                in
                MLAI’s sole discretion; (ii) the Units may not be transferred to any
                person that is not an “accredited investor” (as defined in Regulation D
                under the Securities Act); (iii) investments in the FuturesAccess
                Funds
                are illiquid; (iv) no market exists for the Units, and none is expected
                to
                develop; and (v) no FuturesAccess Fund will be listed on any exchange
                or
                otherwise regularly traded.

            


    

     

    C.           Disclosures

     

    
      	
               

            	
              (1)

            	
              The
                Subscriber confirms that none of MLAI, the FuturesAccess Funds, the
                Trading Advisors, the Selling Agent or any associate, affiliate,
                representative or advisor of any of the foregoing, guarantees the
                success
                of an investment in any FuturesAccess Fund or that substantial losses
                will
                not be incurred on such investment.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Subscriber understands that the Selling Agent is not guaranteeing
                or
                assuming responsibility for the operation or possible liabilities
                of MLAI,
                any FuturesAccess Fund or any Trading Advisor, and that neither the
                Selling Agent nor MLAI will supervise or participate in any respect
                in the
                management or investment decisions for any FuturesAccess
                Fund.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Subscriber understands that MLAI is an indirect subsidiary of Merrill
                Lynch & Co., Inc. (“ML&Co.”), as well as an affiliate of the
                Selling Agent which also serves as the commodity broker for each
                FuturesAccess Fund and receives brokerage commissions as well as
                interest
                income (or the equivalent) as a result of acting in such
                capacity.  The Subscriber also understands that MLIB, an
                affiliate of MLAI, may act as a forward currency counterparty for
                each
                FuturesAccess Fund.

            


    

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-11

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
               

            	
              (4)

            	
              The
                Subscriber understands that, as disclosed in the Confidential Program
                Disclosure Document, MLAI will received a portion of the advisory
                compensation which would otherwise be payable to the relevant Trading
                Advisor in respect of any FuturesAccess
                Fund.

            


    

     

    
      	
               

            	
              (5)

            	
              The
                Subscriber understands that, as disclosed in the Memorandum, MLAI
                and/or
                another Merrill Lynch entity may provide the initial (“seed”) capital to
                enable a FuturesAccess Fund to begin trading before sufficient client
                capital has been raised to meet the minimum capitalization necessary
                for
                the Trading Advisor of such FuturesAccess Fund to implement its investment
                strategy, and will redeem such seed capital (if any) as provided
                in the
                Confidential Program Disclosure Document.  The Subscriber
                further understands that neither the Sponsor nor any other Merrill
                Lynch
                entity is obligated to seed any FuturesAccess Fund, and the Sponsor
                may
                dissolve any FuturesAccess Fund which the Sponsor and/or another
                Merrill
                Lynch entity has seeded at any time, irrespective of whether such
                FuturesAccess Fund has accepted client
                capital.

            


    

     

    
      	
               

            	
              (6)

            	
              The
                Subscriber acknowledges and agrees that: (i) the relevant FuturesAccess
                Funds may execute trades, including trades executed on a
                principal-to-principal basis, with affiliates of MLAI; and (ii) MLAI
                may
                invest the cash reserves of FuturesAccess Funds in short-term investment
                vehicles or deposit accounts managed or maintained by MLAI or an
                affiliate.

            


    

     

    
      	
               

            	
              (7)

            	
              The
                Subscriber acknowledges and understands that Merrill Lynch may make
                the
                K-1s prepared for the Subscriber in connection with the Subscriber’s
                investments in the FuturesAccess Fund(s) accessible to the Subscriber’s
                Merrill Lynch Financial Advisor, and consents to its Financial Advisor
                having access to the Subscriber’s
                K-1s.

            


    

     

    D.           Tax
      Issues

     

    
      	
               

            	
              (1)

            	
              The
                Subscriber confirms, under penalty of perjury, that the Subscriber
                is a
                U.S. Person, as the term “U.S. Person” is defined in Section 7701(a)(30)
                of the Code, and the Subscriber undertakes to advise the FuturesAccess
                Fund and MLAI promptly in writing if the Subscriber ceases to be
                a U.S.
                Person during the term of the Subscriber’s investment in a FuturesAccess
                Fund.  The Subscriber understands that if at any time it ceases
                to be a U.S. Person, it may be subject to U.S. withholding tax or
                other
                consequences as well as being required to redeem out of the
                Program.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Subscriber acknowledges that annual tax information received from
                the
                FuturesAccess Funds may not be received in sufficient time to permit
                the
                Subscriber to incorporate such information into the Subscriber’s own
                annual tax information prior to April 15 of each year; as a result,
                the
                Subscriber understands that it will likely be required to obtain
                extensions for filing the Subscriber’s U.S. federal, state and local
                income tax returns each year.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Subscriber confirms that the Subscriber is not subject to backup
                withholding.  The Subscriber understands that the Program will
                not accept subscriptions from the Subscriber if the Subscriber is
                subject
                to backup withholding.

            


    

     

    E.           Accuracy
      and Updating of Subscriber Information

     

    
      	
               

            	
              (1)

            	
              The
                Subscriber represents that all the information, financial or otherwise,
                which the Subscriber has furnished to the applicable FuturesAccess
                Fund(s), the Selling Agent or the Subscriber’s Merrill Lynch Financial
                Advisor in connection with subscribing for
                Units

            


    

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-12

          
            

          

        

        
          
          

        

      

    

    


    


    in
      any
      such FuturesAccess Fund(s), or which is set forth on the Signature Page,
      including all representations, warranties and agreements contained herein,
      is
      correct and complete as of the date as of which such information was furnished,
      and if there should be any material change in such information, the Subscriber
      will immediately notify MLAI and the Selling Agent and furnish revised or
      corrected information to MLAI.

     

    
      	
               

            	
              (2)

            	
              The
                Subscriber agrees that the representations, warranties and agreements
                contained in this Subscription Agreement (including the Signature
                Page)
                shall be deemed to be repeated as of each date on whcih the Subscriber
                purchases Units of any FuturesAccess
                Fund.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Subscriber agrees that the representations, warranties and agreements
                contained in this Subscription Agreement (including the Signature
                Page),
                and all other information regarding the Subscriber set forth on the
                Signature Page, and any or all other information which the Subscriber
                discloses to his or her Merrill Lynch Financial Advisor, may be used
                as a
                defense in any actions relating to any FuturesAccess Fund or the
                offering
                of its Units, and that it is only on the basis of such representations,
                warranties, agreements and other information that MLAI may be willing
                to
                accept the Subscriber's subscription to any FuturesAccess
                Fund.

            


    

     

    F.           Trustees,
      Agents, Representatives and Nominees

     

    If
      the
      Subscriber is acting as trustee, agent, representative or nominee for an
      investor (a “Beneficial Owner”), the Subscriber understands and acknowledges
      that the representations, warranties and agreements made herein are made by
      the
      Subscriber (1) with respect to the Subscriber and (2) with respect to the
      Beneficial Owner. The Subscriber further represents and warrants that it has
      all
      requisite power and authority from said Beneficial Owner to execute and deliver
      the Signature Page as well as to invest in any FuturesAccess
      Fund(s).  The Subscriber also agrees to indemnify each FuturesAccess
      Fund, MLAI and their respective affiliates and agents for any and all costs,
      fees and expenses (including legal fees and disbursements) in connection with
      any damages resulting from any misrepresentation or misstatement of the
      Subscriber contained herein or in the Signature Page or made by the Subscriber
      to the Subscriber’s Merrill Lynch Financial Advisor, or the assertion of the
      Subscriber’s lack of proper authorization from the Beneficial Owner to execute
      and deliver the Signature Page or to discharge the Subscriber's obligations
      hereunder or thereunder.

     

    G.           Money
      Laundering Prevention

     

    The
      Subscriber’s subscription monies were not derived from activities that may
      contravene United States (federal or state) or international anti-money
      laundering laws and regulations. The Subscriber is not (1) an individual, entity
      or organization named on a United States Office of Foreign Assets Control
      (“OFAC”) “watch list” and does not have any affiliation with any kind of such
      individual, (2) a foreign shell bank, (3) 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, (4) a senior
      foreign political figure,1 an immediate
      family
      member2 or
      close

     

     

    _________________________

    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
      ejected 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.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-13

          
            

          

        

        
          
          

        

      

    

    


    


    associate3
      of a senior foreign
      political figure within the meaning of the USA PATRIOT Act of 2001.4  The
      Subscriber agrees promptly to notify MLAI should the Subscriber become aware
      of
      any change in the information set forth in this representation. The Subscriber
      acknowledges that, by law, MLAI 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 MLAI may also be required to report such
      action and to disclose the Subscriber's identity to OFAC. The Subscriber
      represents and warrants that all of the information which it has provided to
      the
      Program in connection with this Subscription Agreement is true and correct,
      and
      agrees to provide any information MLAI or its agents deem necessary to comply
      with MLAI's anti-money laundering program and related responsibilities from
      time
      to time. If the Subscriber is an intermediary subscribing to the Program as
      a
      record owner in its capacity as agent, representative or nominee on behalf
      of
      one or more underlying investors (“Underlying Investors”), the Subscriber agrees
      that the representations, warranties and covenants are made by it on behalf
      of
      itself and the Underlying Investors.

     

    II.           Further
      Advice and Assurances.  The Subscriber agrees to
      provide additional information regarding its investment experience, financial
      position or otherwise, to MLAI or the Selling Agent, as either may reasonably
      request.

     

    If
      the
      Subscriber is an Entity, MLAI, in its sole discretion, may require the
      Subscriber to submit a copy of its articles of incorporation, by-laws,
      authorizing resolution, partnership agreement, trust agreement, operating
      agreement or other related documents, as the case may be. Alternatively,
      Entities may be required to submit an opinion of counsel to the effect that
      the
      investment proposed to be made in the FuturesAccess Fund(s) by the Subscriber
      is
      authorized.

     

    III.           Subscriber
      Eligibility.  THE SUBSCRIBER WILL BE
      REQUIRED TO REPRESENT ON THE SIGNATURE PAGE THAT THE SUBSCRIBER SATISFIES ONE
      OR
      MORE OF THE ELIGIBILITY REQUIREMENTS IN SECTION III.A BELOW AND QUALIFIES AS
      AN
“ACCREDITED INVESTOR,” AS DEFINED IN REGULATION D UNDER THE SECURITIES
      ACT.

     

    
      	
              A.

            	
              Accredited
                Investor Requirements

            


    

     

    Individual
      Subscribers

     

    
      	
               

            	
              (1)

            	
              An
                individual that has an individual net worth or joint net worth with
                such
                individual's spouse, in excess of $1,000,000. “Net worth” for these
                purposes means the value of total assets at fair market value, including
                home, home furnishings and automobiles, less total
                liabilities.

            


    

     

    or

     

    
      	
               

            	
              (2)

            	
              An
                individual that (i) had individual income (exclusive of any income
                attributable to such individual’s spouse) of more than $200,000 for each
                of the past two years or joint income with such individual’s spouse in
                excess of $300,000 in each of those years and (ii) reasonably expects
                to
                reach the same individual income level, or the same joint income
                level, as
                the case may be, in the current
                year.

            


    

     

     

     

    _________________

    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.

     

    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).

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-14

          
            

          

        

        
          
          

        

      

    

    


    


    Entity
      Subscribers

     

    
      	
               

            	
              (3)

            	
              A
                corporation, partnership, limited liability company, Massachusetts
                or
                similar business trust or tax-exempt organization described in Section
                501(c)(3) of the Code, that (i) has total assets in excess of $5,000,000
                and (ii) was not formed for the specific purpose of investing in
                the
                FuturesAccess Fund in question.

            


    

     

    or

     

    
      	
               

            	
              (4)

            	
              A
                revocable trust which may be amended or revoked at any time by the
                grantors thereof, and of which all of the grantors are “Accredited
                Investors” under either Section III.A (l) or Section III.A (2)
                above.

            


    

     

    or

     

    
      	
            	
              (5)

            	
              A
                trust (i) that has total assets in excess of $5,000,000, (ii) that
                was not
                formed for the specific purpose of investing in the FuturesAccess
                Fund in
                question and (iii) the investment decisions of which are directed
                by a
                person who has such knowledge and experience in business and financial
                matters as to be capable of evaluating the merits and risks of an
                investment in such FuturesAccess
                Fund.

            


    

     

    or

     

    
      	
               

            	
              (6)

            	
              A
                trust for which a bank or savings and loan association is acting
                as
                fiduciary in making the investment decision to subscribe to the
                FuturesAccess Fund in question.

            


    

     

    or

     

    
      	
               

            	
              (7)

            	
              A
                bank as defined in Section 3(a)(2) of the Securities Act, acting
                in its
                fiduciary or individual capacity, or a savings and loan association
                or
                other institution as defined in Section 3(a)(5) of the Securities
                Act.

            


    

     

    or

     

    
      	
               

            	
              (8)

            	
              An
                insurance company as defined in Section 2(13) of the Securities Act,
                acting in its individual capacity.

            


    

     

    or

     

    
      	
               

            	
              (9)

            	
              A
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934, as amended.

            


    

     

    or

     

    
      	
               

            	
              (10)

            	
              An
                investment company registered under the Company Act, or a business
                development company as defined in Section 2(a)(48) of the Company
                Act.

            


    

     

    or

     

    
      	
               

            	
              (11)

            	
              A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

            


    

     

    or

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-15

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              (12)

            	
              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, which plan has total assets in
                excess of
                $5,000,000.

            


    

     

    or

     

    
      	
               

            	
              (13)

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of 1940, as
                amended.

            


    

     

    or

     

    
      	
               

            	
              (14)

            	
              An
                employee benefit plan within the meaning of Title I of ERISA where
                (i) the
                investment decision with respect to this investment 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, (ii) the employee benefit plan has assets in excess of $5,000,000
                or (iii) the plan is a self-directed plan, with investment decisions
                made
                solely by persons who are "Accredited Investors," as defined in the
                Securities Act.

            


    

     

    or

     

    
      	
               

            	
              (15)

            	
              An
                Entity whose equity owners are each "Accredited Investors," i.e.,
                persons meeting the requirements set forth in any of Sections
                III.A
                (1)-(14) above.

            


    

     

    IV.           Indemnity.  The
      Subscriber agrees to indemnify and hold harmless each FuturesAccess Fund, MLAI,
      the Selling Agent and each Investor in respect of all claims, actions, demands,
      losses, costs, expenses and damages, whether involving such parties or third
      parties, resulting from any inaccuracy in any of the Subscriber’s
      representations or warranties made to such FuturesAccess Fund, MLAI, the Selling
      Agent and/or the Subscriber’s Merrill Lynch Financial Advisor or from any breach
      of any of the Subscriber’s agreements contained in this Subscription Agreement
      (including the Signature Page), or from any unsuccessful securities proceeding
      brought by the Subscriber against any FuturesAccess Fund, MLAI or the Selling
      Agent.

     

    V.           Acceptance
      of the Operating
      Agreement. The Subscriber agrees that on the date
      designated by MLAI as the date when the Subscriber is admitted to a
      FuturesAccess Fund or FuturesAccess Funds into which the Subscriber is investing
      or exchanging, the Subscriber shall become a Limited Liability Company Member
      in
      each such FuturesAccess Fund. The Subscriber hereby agrees to each and every
      term of the Operating Agreement for each such FuturesAccess Fund, to be bound
      by
      all of the terms and conditions of such Operating Agreement(s), and to perform
      any obligations therein imposed on the Subscriber.

     

    VI.           Power
      of Attorney. In connection with the acquisition of
      Units pursuant to this Subscription Agreement (and the related Signature Page),
      the Subscriber does hereby (in addition to, and not by way of limitation of,
      the
      Power of Attorney included in Section 10.02 of the Operating Agreement)
      irrevocably constitute and appoint MLAI and each officer thereof, individually,
      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: (a)(i)
      to
      receive and pay over to the related FuturesAccess Fund(s) on behalf of the
      Subscriber, to the extent set forth in the Operating Agreement, all funds
      received hereunder and (ii) to complete or correct, on behalf of, and at the
      direction of, the Subscriber, all documents to be executed by the Subscriber
      in
      connection with the Subscriber’s subscription for Units, including, without
      limitation, filling in or amending amounts, dates and other pertinent
      information; and (b) 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 Operating Agreement (including the power of attorney included
      therein); (ii) all instruments which MLAI may deem necessary or appropriate
      to
      reflect virtually any amendment, change or modification of

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-16

          
            

          

        

        
          
          

        

      

    

    


    the
      Operating Agreement or the Certificate of Formation, including of related
      FuturesAccess Fund(s); and (iii) all instruments, agreements, and documents
      which MLAI considers necessary to, or appropriate for, the operation of the
      related FuturesAccess Fund(s) as contemplated in the Confidential Program
      Disclosure Document and the Operating Agreement.

     

    The
      Subscriber agrees and acknowledges that MLAI and the other Investors 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,
      shall
      be irrevocable, and shall survive and not be affected by the subsequent death,
      incapacity, termination, bankruptcy, insolvency or dissolution of the
      Subscriber.

     

    VII.           Governing
      Law; Consent To Jurisdiction. THIS SUBSCRIPTION
      AGREEMENT (INCLUDING THE SIGNATURE PAGE) SHALL BE GOVERNED BY THE LAWS OF THE
      STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES
      HERETO CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE CITY,
      COUNTY AND STATE OF NEW YORK WITH RESPECT TO ANY PROCEEDING OR CLAIM ARISING
      HEREUNDER OR OTHERWISE IN RESPECT OF THE PROGRAM.

     

    VIII.   General.
      The Subscriber understands that this Subscription Agreement (including
      the
      Signature Page) submitted by the Subscriber, and the representations,
      warranties, agreements and other provisions hereof (and thereof) as well as
      all
      representations and warranties made by the Subscriber to the Subscriber’s
      Merrill Lynch Financial Advisor: (a) shall be binding upon the Subscriber and
      the Subscriber’s legal representatives, successors and assigns; (b) shall
      survive the Subscriber’s admission as an Investor; and (c) may be executed (by
      executing the Signature Page) by the Subscriber and accepted by any
      FuturesAccess Fund in one or more counterparts as well as in facsimile, each
      of
      which shall be considered an original and all of which together shall constitute
      one instrument.

     

    If
      any
      provision of this Subscription Agreement (including the Signature Page)
      submitted by the Subscriber is determined to be invalid or unenforceable under
      any applicable law, then such provision shall be deemed inoperative to the
      extent, and only to the extent, of such invalidity or unenforceability and
      only
      in the jurisdiction which reaches such determination. Any such provision 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.

     

    IX.           Legends.

     

    IN
      MAKING
      AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE
      PROGRAM, THE APPLICABLE FUTURESACCESS FUND(S) AND THE TERMS OF THE OFFERING,
      INCLUDING THE MERITS AND RISKS INVOLVED. THE PROGRAM HAS NOT BEEN RECOMMENDED
      BY
      ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
      NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED
      THE
      ADEQUACY OF THE CONFIDENTIAL PROGRAM DISCLOSURE DOCUMENT. ANY REPRESENTATION
      TO
      THE CONTRARY IS A CRIMINAL OFFENSE.

     

    THE
      UNITS
      ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
      TRANSFERRED OR RESOLD EXCEPT (A) WITH THE PRIOR WRITTEN CONSENT OF MLAI AND
      (B)
      AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  SUBSCRIBERS SHOULD
      BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF AN INVESTMENT IN THE
      FUTURESACCESS FUNDS FOR AN INDEFINITE PERIOD OF TIME.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

     

    
      
        
          
          

        

        
          S-17

          
            

          

        

        
          
          

        

      

    

    


    For
      Georgia Investors Only.

     

    THE
      UNITS
      HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF THE 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.

     

    _________________

    U.S.
      Investors

    FuturesAccess
      Program Subscription and Exchange Agreement

     

    


    
      
        
          
          

        

        
          S-18

          
            

          

        

        
          
          

        

      

    

     

     

    


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