Please check here if employed by Morgan
Stanley Smith Barney LLC or an affiliate.
 Please check here if employed by Citigroup
Global Markets Inc. or an affiliate.
 EMERGING CTA PORTFOLIO L.P.
 (a New York limited partnership)
 Subscription Agreement
 Selling Agent:
 Please check here if Morgan Stanley Smith
Barney LLC served as your selling agent.
 Please check here if Citigroup Global Markets
Inc. served as your selling agent.
 B-1




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Re:
    
    Emerging CTA Portfolio L.P.
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
  B-2




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B-3




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(i)
    
    have sufficient liquid assets to pay the purchase price for my
interest in the Partnership;(ii)
    
    have adequate means of providing for my current needs and
possible personal contingencies and have no present need for liquidity of my
investment in the Partnership;(iii)
    
    have adequate net worth and sufficient means to sustain a
complete loss of my investment in the Partnership;(iv)
    
    have substantial experience in making similar investments;(v)
    
    have sufficient knowledge to be able to evaluate the merits and
risks of this investment;(vi)
    
    have made this decision to invest in the Partnership based on
my own independent evaluation;(vii)
    
    (x) am an accredited investor as defined in Rule 501(a) of the
Securities Act; and (y) am a qualified eligible person as defined in Commodity
Futures Trading Commission (CFTC) Rule 4.7. See Exhibit I for the terms of
these qualifications.
     exceeding
 B-4




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Acceptance of Partnership Agreement and Power of Attorney
   B-5




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Indemnification
 Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (a) or (b) primary basis and
 or and
  B-6




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B-7




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I.
    
    For Client Use:A.
    
    Subscription Amount:I hereby subscribe for $ (minimum $25,000).B.
    
    Accreditation:Please complete and initial the following:
 [initial here]
    
    I am an accredited investor and a qualified eligible person under Section (1) and paragraph  of
Section (2) of Exhibit I on page B-11.
 C.
    
    Benefit Plan Investor Status:The subscriber is  or is not  a Benefit Plan
Investor as defined in Section 7 above.D.
    
    New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]:Please select one of the following.
 
 OR
 
 OR
 
 read and sign
 E.
    
    Representation:The foregoing statements are complete and accurate as of the date hereof and
may be relied upon by the General Partner. I further represent that I will notify the General
Partner immediately of any adverse change in any such information and will promptly send the
General Partner written confirmation thereof.F.
    
    Signature:If joint ownership, all parties must sign (if fiduciary, partnership or
corporation, indicate capacity of signatory under signature line).
  B-8




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Signature
    
    
    
    Signature(include Title, if applicable)
    
    
    
    (include Title, if applicable)Date
    
    
    
    Date
 G.
    
    Please complete Registration Data on the next page.
  II. Branch Manager Approval:The General Partners acceptance is
conditioned upon receiving an attestation
from a Citigroup Global Markets Inc. or
Morgan Stanley Smith Barney LLC (as
indicated on the cover of this Subscription
Agreement) Branch Manager as to the
following:The Branch Manager has received all
documents required to open this account and
acknowledges the suitability of this
investment for the client. In recommending
the purchase of Units, the Branch Manager,
on behalf of Citigroup Global Markets Inc.
or Morgan Stanley Smith Barney LLC has
determined the suitability of the
subscriber and will maintain records
containing the basis of the suitability
determination. Prior to executing the
purchase of Units, the Branch Manager, on
behalf of Citigroup Global Markets Inc. or
Morgan Stanley Smith Barney LLC has
informed the subscriber of facts relating
to the liquidity and marketability of the
Units. If the account is a partnership or
trust, the Branch Manager acknowledges that
he/she has reviewed the partnership or
trust documents which allow investments in
limited partnerships whose principal
business is in futures trading, and that
the anti-money laundering and
know-your-customer documentation for this
subscriber is complete.
 III. For General Partners Use:ACCEPTED:CERES MANAGEDFUTURES 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 than(See Note 2 Below)
    
    
    
    Residence Address)City     State     Zip Code
    
    
    
    City     State     Zip CodeSocial Security orFederal Employer ID Number
    
    
    
    If Joint Partnership, check one:o Joint Tenants with right toCGM Account Number
    
    
    
    Survivorship (all parties must sign)Note 1: If subscriber is an ERISA
plan oraccount, please so indicate
    
    
    
    o Tenants in Common(e.g.: XYZ Co. Pension Plan,
Dr. A Keough
Account, Mr. B IRA Account)
    
    
    
    o Community PropertyIf Fiduciary or Corporation, check one:Note 2: The address given above
must be the residence address of
the Limited Partner. Post Office
boxes and other nominee addresses
will not be accepted.
    
    
    
    o Trust           o Partnershipo Corporation
 B-10




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Exhibit I
 You must be both an accredited investor and a qualified eligible person in order to invest
in the Partnership. If you satisfy the requirements of Section (1) and Section (2) of this
Exhibit I, then you are both an accredited investor and a qualified eligible person. Please
indicate in item I.B. on page B-8 that you satisfy the requirements of Section (1) and Section (2),
including the appropriate paragraph of Section (2).
 Section (1).
 A person satisfies the requirements of this Section (1) if that person owns securities
(including pool participations) of issuers not affiliated with1 that person and
other investments with an aggregate market value in excess of $2,000,000;
 Section (2).
 A person satisfies the requirements of this Section (2) if the Partnership reasonably
believes that person comes within any of the following categories at the time of the sale of
Units to that person:Natural Person Investors:
 a.
    
    A natural person whose individual net worth, or joint net worth with that
persons spouse, at the time of his purchase in the Partnership exceeds $1,000,000;b.
    
    A natural person who had an individual income in excess of $200,000 in each of
the two most recent years or joint income with that persons spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the same
income level in the current year;c.
    
    Any director, executive officer, or general partner of the Partnership, or any
director, executive officer, or general partner of a general partner of the
Partnership;
 Entity Investors:
 d.
    
    An investment company registered under the Investment Company Act of 1940 (the
Investment Company Act) or a business development company as defined in section
2(a)(48) of such Act not formed for the specific purpose of investing in the
Partnership;e.
    
    A broker or dealer registered pursuant to section 15 of the Securities Exchange
Act of 1934;f.
    
    A bank as defined in section 3(a)(2) of the Securities Act or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Securities Act acting for its own account or for the account of a qualified eligible
person;
 
 1
    
    Affiliate of, or a person affiliated with, a specified
personmeans a person that directly or indirectly through one or more persons,
controls, is controlled by, or is under common control with the specified
person. B-11




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




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B-14




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General Partner section (to be completed by the General Partner and notarized)
 
  
   
 
 
  B-15




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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:
  
       B-16




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B-17