SUBSCRIPTION AGREEMENT
 CGM Account No.:
 Please check here if employed by Morgan Stanley
Smith Barney LLC or an affiliate
 Please check here if employed by Citigroup Global
Markets Inc. or an affiliate
 POTOMAC
FUTURES FUND L.P.
  Subscription Agreement
 Selling Agent:
 Please check here if Morgan Stanley Smith Barney LLC
served as your selling agent
 Please check here if Citigroup Global Markets Inc.
served as your selling agent
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Potomac Futures Fund L.P.
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
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exceeding
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Acceptance of Partnership Agreement and Power of Attorney
   Indemnification
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Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (i) or (ii) primary basis and
 or and
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EXECUTION PAGE
 I. For Client Use:
 A.
    
    Subscription Amount:I hereby subscribe for $  (minimum $25,000).
 B.
    
    Accreditation:Please select one of the following.
 
 OR
   C.
    
    Benefit Plan Investor Status:The subscriber is ___ or is not ___ a
Benefit Plan Investor as
defined in paragraph 7 above.
 D.
    
    New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]:Please select
one of the following.
  OR
  OR
  read and sign
 E.
    
    1. Representation:The foregoing statements are complete and accurate as of the date hereof and
may be relied upon by the General Partner. I further represent that I will notify the General
Partner immediately of any adverse change in any such information and will promptly send the
General Partner written confirmation thereof.
 2. Signature:
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Signature
    
    
    
    SignatureTitle (if applicable)
    
    
    
    Title (if applicable)3. Date:
    
    
    
    Date:
 F.
    
    Please complete Registration Data on the next page.
  II. Branch Manager Approval:
 III. For General Partners Use:ACCEPTED:Ceres Managed Futures LLCBy:Name:Title:
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Registration Data
 Name
of Limited Partner
    
    
    
    Name
of Joint Limited Partner (if any)(Please Print)
    
    
    
    (Please Print)(See Note 1 Below)Residence
Street Address
    
    
    
    Mail
Address (if different(See Note 2 Below)
    
    
    
    than Residence Address)City          State          Zip
Code
    
    
    
    City          State          Zip
CodeSocial Security orFederal Employer I.D.Number
    
    
    
    If Joint Ownership, check one:/ / Joint Tenants with right toCGM Account Number
    
    
    
    Survivorship (all parties must sign)Note 1: If subscriber is an ERISA
    
    
    
    / / Tenants in Commonplan or account, please so indicate(e.g.: XYZ Co. Pension Plan, Dr.A Keogh Account, Mr. B IRA Account).
    
    
    
    / / Community PropertyIf Fiduciary or Corporation, check one:Note 2: The address given above mustbe the residence address of the Limited
    
    
    
    / / Trust     / / PartnershipPartner. Post Office boxes and othernominee addresses will not be accepted.
    
    
    
    / / Corporation
 
 For Branch Use
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EXHIBIT I
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EXHIBIT II
 Prospective Purchaser Questionnaire
        Stocks
    
    
    
    
    
    Limited Partnership Interests:Bonds
    
    
    
    
    
    Real EstateMutual Funds
    
    
    
    
    
    Oil and GasCommodities
    
    
    
    
    
    EquipmentOptions
    
    
    
    
    
    Other (specify)
   must
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EXHIBIT II-1
 Questionnaire for Purchaser Representatives
 
  (THE INVESTOR).(Fill in name of investor)
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Name of Purchaser Representative:Name of Represented Investor:Your Business Address:Your Occupation:Your Bus. Tel. No.:
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ONE HIGHEST PLEASE DESCRIBE IN DETAIL
      PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST DATES
OF ATTENDANCE AND NAMES OF SCHOOLS
 
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i.e.
  NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH ADDITIONAL
PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN ACKNOWLEDGED BY THE INVESTOR TO
BE HIS PURCHASER REPRESENTATIVE.
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1 i.e
     NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTORS PURCHASE OF UNITS
CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A MATERIAL RELATIONSHIP.
  in writing
    
 1
    
    The term affiliate of a person means a person
that directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with such person. 18




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

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

    )) ss.:COUNTY OF
    
    )
 
 Notary
Public
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NEW YORK LIMITED POWER OF ATTORNEY
CAUTIONARY LEGENDS
 The following disclosure is required to be included verbatim in all powers of attorney subject
to Title 15 of Article 5 of the New York State General Obligations Law:
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