MA Managed Futures Fund, LP SUBSCRIPTION AGREEMENT

 

 

 

Any person considering subscribing for limited partnership interests (“Interests”) in MA Managed Futures Fund, LP (the “Fund”) should carefully read and review a current copy of the Fund’s prospectus (the “Prospectus”). The Prospectus should be accompanied by the most recent monthly report of the Fund. The date printed on the front of the Prospectus can be no later than 9 months old. If the date is more than 9 months old, new materials are available and must be utilized.

1.	Check box in Section 1 if this is an addition to an existing account and list Limited Partner #.

 

2.	Enter the name and address [ no P.O. boxes] of the investor and (if applicable) joint investor in Sections 2 and 3.

 

For UGMA/UTMA (Minor), enter the Minor’s name, followed by “Minor,” and address (no P.O. boxes) in Sections 2 and 3, and enter the custodian name in Section 6.

 

For trusts, enter the trustee(s) name(s) and the trustee(s) address in Section 2 and the trust name in Section3.

 

For corporations, partnerships, and estates, enter the officer or contact person and the entity address in Section 2 and the entity name in Section 3- investors who are not individuals may be required to furnish a copy organizing or other documents evidencing the authority of such entity to invest in the Fund. For example, trusts may be required to furnish a copy of each trust agreement, corporations must furnish a corporate resolution or by laws.

 

3.	If the mailing address is different from the residence address, please fill in Section 4.

 

4.	Enter the custodian’s name and address in Section 6 if applicable.

 

5.	Check the appropriate boxes for Class A, Class C or Class I under Section 7.

 

6.	Enter the total dollar amount and Class of Interests being invested in Section 8.

 

7.	Enter the investor’s brokerage account number in Section 9 if applicable.

 

8.

Enter the Social Security Number OR Taxpayer ID Number, as applicable, in Section 10 and check the appropriate box to indicate ownership type. For IRA accounts, the Taxpayer ID Number of the custodian should be entered, as well as the Social Security Number of the investor. For foreign investors, enter Passport Number in Social Security Number field and Country of Citizenship in Taxpayer ID field. Please submit a copy of your government identification with your completed subscription documents.

 

9.	The investor must sign and date Section 13. If it is a joint account, both investors must sign. In certain cases, the custodian’s signature, as well as the investor’s signature, is required.

 

10.	The name of the broker-dealer firm, registered representative name, registered representative number, address, and phone number must be entered on the bottom of the page.

 

11.	The registered representative and the principal must sign Section 14.

 

12.	Please fill in the enclosed Suitability Requirements form.

 

 

Subscription Agreements, Suitability Requirements form, payment, and any other required documents should be sent by the broker-dealer to either:

 

1)	The administration or fund administration office of the selling firm, if firm procedures require, or

 

2)	To the custodial firm if one is required (the General Partner recommends sending documents early in the month so that they reach it before month end), or

 

3)	To MA Capital Management, LLC c/o MA Managed Futures Fund, LP, 4440 PGA Boulevard, Suite 600, Palm Beach Gardens, FL 33410.

 

 

Please make checks payable to “MA Managed Futures Fund, LP Escrow Account.”

 

If investors and/or broker-dealers have specific questions about the subscription process, please call the General Partner at ###-###-####.

 

MA Managed Futures Fund, LP

 

 

 

SUBSCRIPTION AGREEMENT

 

 

                                            

      

Limited Partner

Limited Partner #      ______________

Joint Limited Partner

2	Last Name		____________________________________	____________________________________
	First Name		____________________________________	____________________________________
	Residence Address		____________________________________	____________________________________
			____________________________________	____________________________________
3	Additional Information		____________________________________	____________________________________
	(Ptnrship., Corp., Trusts)		____________________________________
4	Mailing Address		____________________________________	____________________________________
	(if different)		____________________________________	____________________________________
5	E-mail Address		____________________________________	____________________________________
	Telephone		____________________________________	____________________________________
	Date of Birth		____________________________________	____________________________________
6	Custodian Name		____________________________________	____________________________________
	Mailing Address		____________________________________	____________________________________
			____________________________________	____________________________________

                        

7 The investor named above, by execution and delivery of this Subscription Agreement by either (i) enclosing a check payable to “MA Managed Futures Fund, LP Escrow Account” or (ii) authorizing the selling agent to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Class A ______ Class C ________ or Class I _____________ Interests.

The named investor further acknowledges receipt of the Fund’s Prospectus dated June 1, 2012, including the Agreement of Limited Partnership (“Partnership Agreement”) of the Fund, the Subscription Requirements and the Subscription Agreement set forth therein, the terms of which govern the investment in the Interest being submitted hereby.

 

8	Total Amount $    ____________________________________	Class of Interests      ____________________________________
	(minimum of $5,000 for Class A and Class C and $1,000,000 for Class I Interests)

 

9    Brokerage Account #   ____________________________________                                          

 

             (must be completed if payment is made by debit to investor’s securities or other qualified account)

 

10 Social Security Number   ____________________________________     Taxpayer ID #          ____________________________________                           

 

Taxable Investors (check one)                                                      Tenants in Entireties      _____                                                  Individual Ownership    _____                                       

Community Property           _____                                Partnership*          _____            Estate    _____                            

Corporation*                        ______                    Tenants in Common     ______                                   Grantor or Other Revocable Trust _____

Trust other than a Grantor or Revocable Trust     _____                                            UGMA/UTMA (Minor)         _____                                  

Joint Tenants with Right of Survivorship              _____                                                                       

Non-Taxable Investors (check one)                                        IRA                    _____                                  Defined Benefit*   ______                                        

Other (specify)       _____                         IRA Rollover    _____                                  Pension*  _____                     Roth IRA  ______

Profit Sharing*       _____                         SEP                    _____  401(K)*     _____                           

 

______________________________________		______________________________________
Limited Partner Signature                          Date		Joint Limited Partner (if any)                        Date
		or Custodian Signature
______________________________________		______________________________________
Registered Representative Signature       Date		Principal Signature                                   Date
		(if required by Selling Agent procedures)
______________________________________		______________________________________
Print Name		Print Name
Broker Dealer Firm		______________________________________
Registered Representative Code		______________________________________
Branch Code		______________________________________

 

MA Managed Futures Fund, LP

SUBSCRIPTION AGREEMENT

 

Limited Partnership Interests Subscription Agreement

 

 

MA Managed Futures Fund, LP

c/o MA Capital Management, LLC

4440 PGA Boulevard, Suite 600

Palm Beach Gardens, FL   33410

Subscription for Interests: I hereby subscribe for the Interests in Class A, Class C, or Class I of the Fund in the amount set forth on page C-2 of this Subscription Agreement Signature Page. The undersigned’s check payable to “MA Managed Futures Fund, LP Escrow Account” in the full amount of the undersigned’s subscriptions, accompanies the Subscription Agreement Signature Page. If this subscription is rejected, or if no Interests are sold, all funds remitted by the undersigned herewith will be returned. MA Capital Management, LLC may, in its sole discretion, accept or reject this subscription in whole or in part. If notice of revocation of a subscription is not received by MA Capital Management, LLC at least 10 days before the end of the month, such attempted revocation is void and will not be deemed a written request for redemption. All Interests offered are subject to prior sale.

Representations and Warranties of Subscriber: I have received the Prospectus. By submitting this Subscription Agreement I am making the representations and warranties set forth in “Exhibit B – Subscription Representations,” contained in the Prospectus, including, without limitation, those representations and warranties relating to my net worth and annual income set forth therein.

Covenants and Agreements of Subscriber: (1) I hereby covenant and agree that I will (i) provide any forms, certification or other information reasonably requested by and acceptable to the Fund that is necessary for the Fund (A) to prevent withholding or qualify for a reduced rate of withholding or backup withholding in any jurisdiction from or through which the Fund receives payments or (B) to satisfy reporting or other obligations under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations, (ii) update or replace such form, certification or other information in accordance with its terms or subsequent amendments or as requested by the Fund, and (iii) otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation. (2) In connection with an investment in Class A, Class C, or Class I Interests of the Fund, as applicable, pursuant to Section 6224(b) of the Code, I hereby waive any right granted by the Code to participate in any administrative proceeding of the Fund for each of the taxable years in which I am a partner in the Fund for federal income tax purposes. I hereby further waive any right granted in connection with the tax laws of any state or local jurisdiction to participate in any administrative proceeding of the Fund for each of the taxable years in which I am a partner in the Fund for purposes of the tax laws of such state or local jurisdiction. The undersigned hereby agrees that upon request by MA Capital Management, LLC, I will provide any additional information or documentation, execute any forms or other documents, and take any other action required by law to effect such a waiver. I acknowledge that this Subscription Agreement may be filed with the Internal Revenue Service or any state or local taxing authority upon the commencement of any administrative proceeding of the Fund.

Irrevocability; Governing Law: Except as provided above, I hereby acknowledge and agree that I am not entitled to cancel, terminate, or revoke this subscription or any of my agreements hereunder after the Subscription Agreement has been submitted (and not rejected) and that this subscription and such agreements shall survive my death or disability, but shall terminate with the full redemption of all my Interests in the Fund. Except as to matters of state or federal securities laws, this Subscription Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.

 

MA Managed Futures Fund, LP

SUBSCRIPTION AGREEMENT

 

Suitability Requirements Form

 

MA Managed Futures Fund, LP

SUBSCRIPTION AGREEMENT

 

Suitability Requirements Form

 

By executing the Subscription Agreement, the investor (for itself and any co-subscriber, and if the undersigned is signing on behalf of an entity, on behalf of and with respect to that entity and its shareholders, partners, beneficiaries or members), represent and warrant to MA Capital Management, LLC and the Fund as follows: (as used below, the terms “you and your” refer to you and your co-subscriber, if any, or if you are signing on behalf of an entity, that entity);

1. I have received a copy of the Prospectus, including the Partnership Agreement.

2. If an individual subscriber, I am of legal age to execute the Subscription Agreement and am legally competent to do so.

3. I satisfy the applicable financial suitability and minimum investment requirements, as set forth on page C-5 under the caption State Suitability Requirements (or in a special supplement to the Prospectus) for residents of the state in which I reside. I agree to provide any additional documentation requested by MA Capital Management, LLC, as may be required by the securities administrator of my state of residence, to confirm that I meet the applicable minimum financial suitability standards to invest in the Fund.

4. I understand that the investment objective of the Fund is to generate long term capital growth while providing an element of diversification to a portfolio of stock and bond investments, which is consistent with my objective in making an investment in the Fund.

5. The address on the Subscription Agreement is my true and correct residence, and I have no present intention of becoming a resident of any other state or country. All the information that I have provided on the Subscription Agreement is correct and complete as of the date indicated thereon and, if there is any material change in that information before my admission as a limited partner, I will immediately furnish such revised or corrected information to MA Capital Management, LLC.

6. Unless representation 9-12 below is applicable, my subscription is made with my funds for my own account and not as trustee, custodian or nominee for another.

7. I am either: (a) not required to be registered with the CFTC or to be a member of the National Futures Association (“NFA”) , or (b) if so required, I am duly registered with the CFTC and am a member in good standing of the NFA. Entities that acquire Interests must indicate whether they are registered with eth CFTC as commodity pools, whether they are exempt from registration as a commodity pool, or whether they are not a commodity pool:

a.	The entity subscribing for Interests is a commodity pool and its sponsors and/or principals are registered as commodity pool operators (“CPOs”) and members of the NFA. NFA ID: __________________.

b.

The entity subscribing for Interest is a commodity pool but its sponsors and/or principals are not required to be registered CPOs because of an exemption under the Commodity Exchange Act or CFTC Regulations. State the exemption claimed: _____________. Such entities must also provide a copy of the exemption letter filed with the NFA by its sponsor and/or principals.

c.	The entity subscribing for Interests is not a commodity pool. Such entities must provide a separate statement stating the purpose of forming the entity and that such entity does not solicit or accept funds to trade commodity contracts.

8. I understand that the Partnership Agreement imposes substantial restrictions on the transferability of my Interests and that my investment is not liquid except for limited redemption provisions, as set forth in the Prospectus and the Partnership Agreement.

9. If I am, or am acting on behalf of, an “employee benefit plan,” as defined in and subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”) or an entity (“Plan Asset Entity”) deemed for any purposes of ERISA or Section 4975 of the Code to hold assets of any Plan due to investments made in such entity by benefit plan investors (in which case, the following representations and warranties are made with respect to each Plan holding an investment in such Plan Assets Entity), the individual signing this Subscription Agreement on behalf of me, in addition to the representations and warranties set forth herein, hereby further represents and warrants as, or on behalf of, the fiduciary of the Plan responsible for purchasing Interests (the “Plan Fiduciary”) that: (a) the Plan Fiduciary has considered an investment in the Fund for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Fund is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the Plan’s investment in the Fund 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 the Fund has been duly authorized and approved by all necessary parties; (e) none of the General Partner, broker-dealer, custodian, administrator, or selling agent, or any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 the Fund, 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 General Partner, broker-dealer, custodian, administrator, and selling agent, and each of their respective affiliates, and (iii) is qualified to make such an investment decision. I will, at the request of the General Partner, furnish the General Partner with such information as the General Partner may reasonably require to establish that the purchase of the Interests by the Plan 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.

MA Managed Futures Fund, LP

SUBSCRIPTION AGREEMENT

 

Suitability Requirements Form

 

MA Managed Futures Fund, LP

ADDITIONAL SUBSCRIPTION AGREEMENT

 

                                                                                                 

			Limited Partner	Limited Partner #      ______________	Joint Limited Partner
	Last Name		____________________________________		____________________________________
	First Name		____________________________________		____________________________________
	Residence Address		____________________________________		____________________________________
			____________________________________		____________________________________
	Additional Information		____________________________________		____________________________________
	(Ptnrship., Corp., Trusts)		____________________________________
	Mailing Address		____________________________________		____________________________________
	(if different)		____________________________________		____________________________________
	E-mail Address		____________________________________		____________________________________
	Telephone		____________________________________		____________________________________
	Date of Birth		____________________________________		____________________________________
	Custodian Name		____________________________________		____________________________________
	Mailing Address		____________________________________		____________________________________
			____________________________________		____________________________________

 

The investor named above, by execution and delivery of this Subscription Agreement by either (i) enclosing a check payable to “MA Managed Futures Fund, LP Escrow Account” or (ii) authorizing the selling agent to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Class A ______ Class C _____ or Class I _____ Interests.

The named investor further acknowledges receipt of the Fund’s Prospectus dated June 1, 2012, including the Agreement of Limited Partnership (“Partnership Agreement”) of the Fund, the Subscription Requirements and the Subscription Agreement set forth therein, the terms of which govern the investment in the Interest being submitted hereby.

 

            Total Amount $       _______________________________                                        Class of Interests     _______________________________                                       

 

             (minimum of $1,000 for Class A, Class C, and Class I Interests)

 

    Brokerage Account #    _______________________________                                        

 

             (must be completed if payment is made by debit to investor’s securities or other qualified account)

 

 Social Security Number    _______________________________      Taxpayer ID #     _______________________________                            

 

Taxable Investors (check one)                                                      Tenants in Entireties       _____                                    Individual Ownership    _____                                       

Community Property          _____                                 Partnership*      _____                                   Estate                                _____

Corporation*                       _____                                Tenants in Common     _____ Grantor or Other Revocable Trust _____

Trust other than a Grantor or Revocable Trust      _____                                                                     UGMA/UTMA (Minor)      ______                                     

Joint Tenants with Right of Survivorship               _____                                                                      

Non-Taxable Investors (check one)                                                 IRA _____          Defined Benefit*     _____                                      

Other (specify)  _____                              IRA Rollover     _____                                 Pension* _____                     Roth IRA _____

Profit Sharing*  _____                              SEP                     _____ 401(K)*    _____                            

 

______________________________________		______________________________________
Limited Partner Signature                          Date		Joint Limited Partner (if any)                        Date
		or Custodian Signature
______________________________________		______________________________________
Registered Representative Signature       Date		Principal Signature                                   Date
		(if required by Selling Agent procedures)
______________________________________		______________________________________
Print Name		Print Name
Broker Dealer Firm		______________________________________
Registered Representative Code		______________________________________
Branch Code		______________________________________