Exhibit 10.2
 APPENDIX B  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
 FAIRFIELD FUTURES FUND L.P. II
  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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Fairfield Futures Fund L.P. II
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
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exceeding
    Acceptance of Partnership Agreement and Power of Attorney
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Indemnification
 Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (i) or (ii) primary basis and
 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.
 1.
    
    I am an accredited investor under paragraph  of Exhibit I on page 10.
 OR
 2.
    
    I am a non-accredited investor.
  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.
 1.
    
    I am an individual investor executing this Subscription Agreement in the State of New
York.
 OR
 2.
    
    I am an individual trustee executing this Subscription Agreement in the State of New
York on behalf of a trust.
 OR
 3.
    
    I am executing this Subscription Agreement outside of the State of New York.
 If you selected #1 or #2 above, please read and sign the New York State Power of
Attorney (Exhibit III, page 19) and have your signature notarized.
 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:If joint ownership, all parties must sign (if fiduciary, partnership or
corporation, indicate capacity of signatory under signature line).
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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: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:
    
    
    ACCEPTED: 
CERES MANAGED 
FUTURES LLCThe 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.
    
    
    By:
Name:
Title:
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Registration Data
 Name of Limited Partner
    
    Name of Joint Limited Partner (if any)(Please Print)
    
    (Please Print)Residence Street Address
    
    Mail Address (if different than(See Note 1 Below)
    
    Residence Address)City               State                                             Zip Code
    
    City                State                Zip CodeSocial Security or Federal Employer I.D. NumberIf Joint Ownership, check one:/ / Joint Tenants with right toCGM Account Number
    
    Survivorship (all parties must sign)/ / Tenants in Common/ / Community PropertyNote 1: If subscriber is an ERISAplan or account, please so indicate(e.g.: XYZ Co. Pension Plan, Dr.
    
    If Fiduciary or Corporation, check one:A Keogh Account, Mr. B IRA Account)./ / Trust / / PartnershipNote 2: The address given above mustbe the residence address of the Limited
    
    / / Corporation / / Limited Liability CompanyPartner. Post Office boxes and othernominee addresses will not be accepted.
    
    / / Other
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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)
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must
  
   
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EXHIBIT II-1
 Questionnaire for Purchaser Representatives
     
    th th
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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.
  
 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. 17




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in writing
 
  
      
 (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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