efc7-2580_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:

       

      
        
          	
                   

                	
                  ● 

                	
                  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

                


        

         

        
          	
                   

                	
                  ● 

                	
                  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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