Exhibit 10.02
superfund gold, l.p. subscription documents for investors advised by a registered investment advisor only complete this form for non-commission fee based accounts important note: this page must be completed for prospective investors that are clients of a registered investment advisor with a fixed-fee or asset-based fee advisory relationship with that advisor and must be submitted by the prospective investor to superfund gold, l.p., c/o superfund usa, llc, along with the investor’s completed subscription documents. investors not participating in a registered investment advisor’s investment advisory program may proceed to the following page. to be completed by registered investment advisor i hereby certify that i have discussed the pertinent facts, including the fees, expenses and risks, relating to an investment in superfund gold, l.p. with the above named client and that an investment in superfund gold, l.p. of not more than $ is suitable for such client in light of such client’s needs, financial circumstances and investment objectives. print name date investment advisor signature registered investment advisor must sign investor name investment advisor firm name investment advisor registration number investment advisor representative name address street city, state, zip code phone fax e-mail address investor authorization to share financial information i hereby authorize superfund gold, l.p. to send copies of the following correspondence to my investment advisor named above: monthly reports annual reports k-1 investor print name investor signature joint investor print name joint investor signature note: the foregoing authorization is not required as a condition of your investment in superfund gold, l.p.
Superfund Gold, L.P. Subscription Agreement Any person considering subscribing for limited partnership units (“Units”) in Superfund Gold, L.P. (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 each series (“Series”). 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 post office 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 post office 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 Section 3. 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 of organizing or other documents evidencing the authority of such entity to invest in each Series. 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 Series A and/or Series B under Section 7. 6 Enter the total dollar amount being invested in Section 8. If you checked both boxes before, please indicate how much to allocate to each Series. 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 ID 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 (front & back page). The investor should return this Subscription Agreement, Suitability Requirements Form and payment to his or her Broker‘s office address. 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 (Superfund Capital Management, Inc. (“Superfund Capital Management”) recommends sending documents early in the month so that they reach it before month-end), or 3) to Superfund Capital Management, Inc. c/o Superfund USA, LLC, 850 West Jackson Blvd., Suite 600, Chicago, IL 60607. Attention: Fund Administration. If payment is being made by wire transfer, please wire the specified amount for Series A and/or Series B to the following accounts: Series A HSBC BANK USA ABA 021 001 088 Account Name: Corporate trust Account Number: 002 600 161 For further credit to: Superfund Gold, L.P. Series A Ref. Nr.: 108 80 985 Series B HSBC BANK USA ABA 021 001 088 Account Name: Corporate trust Account Number: 002 600 161 For further credit to: Superfund Gold, L.P. Series B Ref. Nr.: 108 80 987 Please make sure that the amount of money received by Superfund Capital Management is net and equals the amount stated on the Subscription Agreement. Payments made by check must be received AT LEAST FIVE BUSINESS DAYS prior to the last business day of the month. Payments made by wire must be received AT LEAST THREE BUSINESS DAYS prior to the last business day of the month. Please make checks payable to “Superfund Gold, L.P. Series A ‘Escrow Account’” or “Superfund Gold, L.P. Series B ‘Escrow Account’”. If Investors and/or Broker-Dealers have specific questions about the subscription process, please call Superfund Capital Management’s Fund Administration Department at 312 239-2200 .
Superfund Gold, L.P. / Subscription Agreement IMPORTANT: READ PAgE D-2 BEFORE SIgNINg 1 Check here if this is an addition to an existing account Limited Partner Limited Partner Joint Limited Partner 2 Last Name First Name Residence Address Street, (P.O. Box City, not State, acceptable) Zip Code 3 Additional Information (for Trusts Estates, and Corporations) Partnerships, 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 or wiring payment payable to “Superfund Gold, L.P. Series A B Escrow Account”, or (ii) authorizing the selling agent (or additional seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Superfund Gold, L.P. Series A B Units at Net Asset Value per Unit by the last business day of each month. The named investor further acknowledges receipt of the Fund’s Prospectus dated May 2013, including the Third Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) of the Fund, the Subscription Requirements and the Subscription Agreement set forth therein, the terms of which govern the investment in the Units being subscribed for hereby. 8 Total Amount $ thereof Series A (minimum of $10,000 for each Series; $1,000 or more for additional investments) Series B 9 Brokerage Account (must be completed if payment is made by debit to investor’s securities or other qualified accounts) 10 Social Security Taxpayer ID Taxable Investors (check one): Tenants in Entireties Non-Taxable Investors (check one): Individual Ownership Community Property IRA Defined Benefit Other (specify) Partnership Estate IRA Rollover Pension Roth IRA Corporation Grantor or Other Revocable Trust Profit Sharing SEP 401 (K) Tenants in Common Trust other than a Grantor or Revocable Trust (APPROPRIATE AUTHORIZATION DOCUMENTS MUST ACCOMPANY UGMA/UTMA (Minor) Joint Tenants with Right of Survivorship SUBSCRIPTION, I.E., TRUSTS, PENSION, CORPORATE DOCUMENTS) 11 Benefit Plan Investors (i) I am a Plan or Plan Assets Entity as described on page D-6 Yes No (ii) I am a Plan Assets Entity Yes No If “Yes”, I hereby represent and warrant that the percentage of the Plan Assets Entity’s equity interests held by a Plan or a Plan Assets Entity does not exceed the percentage set forth below. To ease the administrative burden related to monitoring and updating this percentage, each Series recommends that you build in some cushion so that you will not have to notify such Series if the percentage changes slightly. % If I am is using the assets of an insurance company general account to purchase Units, I hereby represent and warrant that the percentage of such assets used to purchase Units that represents plan assets does not exceed the following percentage: % I agree to immediately notify Superfund Capital Management upon any change to the foregoing representations. 12 United States Investors only Non-United States Investors only Under penalties of perjury, I certify that: (1) The number shown on this form is my Under penalties of perjury, by signature below I hereby certify that the Passport Number or correct social security number or taxpayer identification number (or I am waiting Government ID Number provided is true, correct, and complete and (a) I am not a citizen or for a number to be issued to me); (2) I am not subject to backup withholding due resident of the United States or (b) (in the case of an investor which is not an individual) the to a failure to report interest and dividend income; and (3) I am a U.S. person. investor is not a United States corporation, partnership, estate, or trust. 13 Investor(s) must sign (Executing and delivering this Subscription Agreement shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, or under the Securities Exchange Act of 1934.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. 14 Broker-Dealer must sign As set forth in the Prospectus, I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity, marketability, management, and control of Superfund Capital Management with respect to an investment in the Units. I have also informed the investor of the unlikelihood of a public trading market developing of the Units. I have reasonable grounds to believe, based on information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known by me, that investment in the applicable Series is suitable for such investor in light of his/her financial position, net worth and other suitability characteristics. I do not have discretionary authority over the account of the investor.
Superfund Gold, L.P. Limited Partnership Units Subscription Agreement Superfund Gold, L.P. c/o Superfund USA, LLC 850 West Jackson Blvd., Suite 600 Chicago, IL 60607 Dear Sir/Madam: Subscription for Units: I hereby subscribe for the Units in Series A or Series B of the Fund in the amount set forth on page D-3 (minimum $10,000) of this Subscription Agreement Signature Page, at net asset value per Unit as set forth in the Partnership Agreement. The undersigned’s check payable to “Superfund Gold, L.P. Series A Escrow Account” or “Superfund Gold, L.P. Series B Escrow Account” in the full amount of the undersigned’s subscriptions, (additions, in excess of the required minimum investment, may be made with a minimum investment of $1,000, as described in the Prospectus), accompanies the Subscription Agreement Signature Page. If this subscription is rejected, or if no Units are sold, all funds remitted by the undersigned herewith will be returned. Superfund Capital Management may, in its sole and absolute discretion, accept or reject this subscription in whole or in part. If notice of revocation of a subscription is not received by Superfund Capital Management at least 10 days before the end of a month, such attempted revocation is void and will not be deemed a written request for redemption. All Units 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 C – Subscription Representations” contained in the Prospectus, including, without limitation, those representations and warranties relating to my net worth and annual income set forth therein. 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 Units in each Series. 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.
Superfund Gold, L.P. USEN/0413 Suitability Requirements Form By subscribing for Units of the Fund, you will be required to fill out this form in its entirety, and to satisfy any applicable special state suitability requirement described in this form. Therefore, please make sure that you carefully review all representations and warranties and state suitability requirements before signing this form. The undersigned form must be mailed or delivered to the selling agent together with the Subscription Agreement and all other necessary documents. For a successful subscription of Units, all documents must be received at least 5 business days before the initial, or applicable, monthly closing. Please indicate the series you are subscribing for: Series q A q B (please check the appropriate box) What is your annual income (AI) . How did you finance the investment q Own money q Loan q Other What is your approximate net worth (NW) exclusive of residence and automobiles . Receipt of Documentation: The regulations of the Commodity Futures 1. Alabama Alabama investors should limit their investment in the Fund Trading Commission (“CFTC”) require that you be given a copy of the and other managed futures programs to not more than 10% Prospectus, as well as certain additional documentation consisting of: (a) a of their liquid net worth (cash, cash equivalents and readily supplement to the Prospectus, which must be given to you if the Prospectus marketable securities). is dated more than nine months before the date that you first received the 2. California $70,000 (AI) and $250,000 (NW), or $500,000 (NW) Prospectus, and (b) the most current monthly account statement (report) for California investors should limit their investment in the Fund the Fund. By subscribing for Units, you hereby acknowledge receipt of the and other managed futures programs to not more than 10% Prospectus and the additional documentation referred to above, if any. of their liquid net worth (that portion that consists of cash, Admission to the Fund: Please be informed that you will not be issued a certificate cash equivalents and readily marketable securities). evidencing the Units that you are purchasing, but you will receive a written 3. Iowa $100,000 (TI) and $250,000 (NW), or $500,000 (NW) confirmation of the purchase in Superfund Capital Management’s customary form. 4. Kansas Kansas investors should limit their investment in the Fund and State Suitability Requirements: Except as indicated below, investors must have a other managed futures programs to not more than 10% of net worth (exclusive of home, furnishings and automobiles) of at least $250,000 or, their liquid net worth (that portion that consists of cash, cash failing that standard, have both a net worth (same exclusions) of at least $70,000 equivalents and readily marketable securities). and an annual gross income of at least $70,000. If an investor is subscribing with 5. Kentucky $85,000 (TI) and $85,000 (NW), or $300,000 (NW) his/her spouse as joint owners, he/she may count joint net worth and joint income Kentucky investors should limit their investment in any in satisfying these requirements, as well as the special requirements described commodity pool program to not more than 10% of their liquid below. Investors must also make a minimum aggregate investment of $10,000. net worth (cash, cash equivalents and readily marketable However, the states listed below (or, in certain cases, in special Supplements securities). attached to the Prospectus) have more restrictive suitability or minimum 6. Minnesota Accredited Investor – see page C-2 in the Prospectus investment requirements for their residents. Please read the following list to make 7. New Mexico $75,000 (AI) and $75,000 (NW), or $250,000 (NW) sure that you meet the minimum suitability and/or investment requirements for 8. Oregon $70,000 (AI) and $250,000 (NW), or $500,000 (NW) the state in which you reside. (As used below, “NW” means net worth exclusive of 9. Tennessee $70,000 (AI) and $70,000 (NW), or $250,000 (NW) home, furnishings, and automobiles; “AI” means annual gross income; and “TI” means annual taxable income for federal income tax purposes.) signature if limited Partner(s) are individuals (Print or tyPe) q Mr. q Mrs. q Ms. Name of Limited Partner Date M M D D Y Y Y Y Signature of Limited Partner Name of Joint Limited Partner Date M M D D Y Y Y Y Signature of Joint Limited Partner signature if limited Partner is an entity (Print or tyPe) Name of Entity Date M M D D Y Y Y Y Name of Signatory By: Authorized Signatory
Superfund Gold, L.P. USEN/0413 Suitability Requirements Form rePresentations and Warranties 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 Superfund Capital Management 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): for all investors for benefit Plan investors 1. I have received a copy of the Prospectus, incl. the Partnership Agreement. 9. If I am, or am acting on behalf of, an “employee benefit plan,” as defined in and subject to 2. If an individual subscriber, I am of legal age to execute the Subscription Agreement and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” as am legally competent to do so. defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended 3. I satisfy the applicable financial suitability and minimum investment requirements, as (the “Code”) (a “Plan”) or an entity (“Plan Assets Entity”) deemed for any purposes of ERISA set forth on page D-5 under the caption State Suitability Requirements (or in a special or Section 4975 of the Code to hold assets of any Plan due to investments made in such Supplement to the Prospectus) for residents of the state in which I reside. I agree to entity by benefit plan investors (in which case, the following representations and warranties provide any additional documentation requested by Superfund Capital Management, as are made with respect to each Plan holding an investment in such Plan Assets Entity), the may be required by the securities administrator of my state of residence, to confirm individual signing this Subscription Agreement on behalf of me, in addition to the that I meet the applicable minimum financial suitability standards to invest in the Fund. representations and warranties set forth herein, hereby further represents and warrants as, 4. I understand that the investment objective of the Fund is to generate long-term capital or on behalf of, the fiduciary of the Plan responsible for purchasing Units (the “Plan growth while providing an element of diversification to a portfolio of stock and bond Fiduciary”) that: (a) the Plan Fiduciary has considered an investment in a Series for such Plan investments, which is consistent with my objective in making an investment in the Fund. in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of 5. The address on the Subscription Agreement is my true and correct residence, and I have such considerations, the investment in a Series is consistent with the Plan Fiduciary’s no present intention of becoming a resident of any other state or country. All the responsibilities under ERISA; (c) the Plan’s investment in such Series does not violate and is information that I have provided on the Subscription Agreement is correct and not otherwise inconsistent with the terms of any legal document constituting the Plan or any complete as of the date indicated thereon and, if there is any material change in that trust agreement thereunder; (d) the Plan’s investment in such Series has been duly information before my admission as a Limited Partner, I will immediately furnish such authorized and approved by all necessary parties; (e) none of Superfund Capital revised or corrected information to Superfund Capital Management. Management, Superfund USA, LLC, any additional selling agent, any wholesaler, any of their 6. Unless any of representation (9–12) below is applicable, my subscription is made with respective affiliates or any of their respective agents or employees: (i) has investment my funds for my own account and not as trustee, custodian, or nominee for another. discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has 7. I am either: (a) not required to be registered with the CFTC or to be a member of the authority or responsibility to or regularly gives investment advice with respect to the assets National Futures Association (“NFA”); or (b) if so required, I am duly registered with the of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding CFTC and am a member in good standing of the NFA. that such advice will serve as a primary basis for investment decisions with respect to the Entities that acquire Units must indicate whether they are registered with the CFTC as Plan and that such advice will be based on the particular investment needs of the Plan; or commodity pools, whether they are exempt from registration as a commodity pool, or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is whether they are not a commodity pool. authorized to make, and is responsible for, the decision to invest in each Series, including the a. The entity subscribing for Units is a commodity pool and its sponsor and/or principals determination that such investment is consistent with the requirement imposed by Section are registered as commodity pool operators (“CPOs”) and members of the NFA. 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses, Provide NFA ID: (ii) is independent of the Superfund Capital Management, Superfund USA, LLC, each b. The entity subscribing for Units is a commodity pool but its sponsors and/or principals are additional selling agent, each wholesaler, and each of their respective affiliates, and (iii) is not required to be registered CPOs because of an exemption under the Commodity Exchange qualified to make such investment decision. I will, at the request of the Superfund Capital Act or CFTC Regulations. State the exemption claimed Management, furnish the Superfund Capital Management with such information as the Such entities must also provide a copy of the exemption letter filed with the NFA by its Superfund Capital Management may reasonably require to establish that the purchase of the sponsor and/or principals. Units by the Plan does not violate any provision of ERISA or the Code, including without c. The entity subscribing for Units is not a commodity pool. Such entities must provide a limitation, those provisions relating to “prohibited transactions” by “parties in interest” or seperate statement stating the purpose of forming the entity and that such entity does “disqualified persons” as defined therein. not solicit or accept funds to trade commodity contracts. 8. I understand that the Partnership Agreement imposes substantial restrictions on the transferability of my Units and that my investment is not liquid except for limited redemption provisions, as set forth in the Prospectus and the Partnership Agreement.
Superfund Gold, L.P. USEN/0413 Suitability Requirements Form for benefit Plan investors 10. If I am subscribing as a trustee or custodian of an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or of an IRA, at the direction of the beneficiary of that plan or IRA, all representations in the Subscription Agreement apply only to the beneficiary of that plan or IRA. for ugma/utma accounts 11. If I am subscribing as a custodian for a minor, either (a) the subscription is a gift I have made to that minor and is not made with that minor’s funds, in which case the representations as to net worth and annual income below apply only to myself, acting as custodian, or (b) if the subscription is not a gift, the representations as to net worth, and annual income below apply only to that minor. FOR ALL TRUSTS OR CORPORATIONS 12. If I am subscribing in a representative capacity, I have full power and authority to purchase Units and enter into and be bound by this Subscription Agreement on behalf of the entity for which I am purchasing the Units, and that entity has full right and power to purchase the Units and enter into and be bound by the Subscription Agreement, and become a Limited Partner under the Partnership Agreement. for tennessee, alabama and arkansas investors 13. For Tennessee, Alabama and Arkansas Investors only: I understand that the rate at which each Series’ performance fee is calculated exceeds the maximum rate for incentive or performance fees payable under the Guidelines for Registration of Commodity Pool Programs adopted by the North American Securities Administrators Association. for alabama and arkansas investors 14. For Alabama and Arkansas investors only: I understand that the Issuer’s introducing broker and the Issuer‘s trading advisor are affiliated entities, and that this affiliation gives rise to a conflict of interest, as described on pages 44–46 of the Prospectus. I understand this may prevent the Issuer from accomplishing all of its objectives. By making the representations and warranties set forth above, investors should be aware that they have not waived any rights of action which they may have under applicable federal or state securities laws. Federal and state securities laws provide that any such waiver would be unenforceable. Investors should be aware, however, that the representations and warranties set forth above may be asserted in the defense of the Fund, Superfund Capital Mangement, or others in any subsequent litigation or other proceedings.
Superfund Gold, L.P. NT/0612 _ USEN Subscription Agreement Addendum –Dollar Cost Averaging Purchase FOR USE IN CONNECTION WITH A PURCHASE OF UNITS TO BE IMPLEMENTED IN INSTALLMENTS IN ACCORDANCE WITH THE TERMS SET FORTH BELOW. TO BE EFFECTIVE, THIS SUBSCRIPTION AGREEMENT ADDENDUM MUST BE PROPERLY COMPLETED AND SIGNED BY THE INVESTOR AND MUST ACCOMPANY A PROPERLY COMPLETED AND FULLY-EXECUTED SUBSCRIPTION AGREEMENT FOR UNITS IN THE FUND. NOTE: The amount of investor’s total subscription set forth below, the date of this Subscription Agreement Addendum, and investor’s signature must be the same as set forth on the accompanying Subscription Agreeement. 1. By execution and delivery of this Subscription Agreement Addendum, I hereby request that my subscription for Units in Superfund Gold, L.P. Series q A OR q B (mark A OR B, as on the Subscription Agreement) in the amount set forth below and on the accompanying Subscription Agreement be implemented, and that Units be issued at the Net Asset Value per Unit of such Series, as of the close of business on the applicable month-end or quarter-end closings, as the case may be, as follows. 2. My total subscription for Units is in the amount of $ (not less than USD $10,000 for new investors) 3. I hereby request that the initial issuance of Units subscribed for by the accompanying Subscription Agreement and this Subscription Agreement Addendum be in the amount of $ (not less than USD $1,000), Units being issued at the Net Asset Value per Unit as of the applicable month-end or calendar quarter-end closing date, as the case may be. 4. I hereby request the Fund to issue to me $ of Units (not less than USD $1,000) as of each month-end OR calendar quarter-end (check one) following the initial issuance of Units to me as requested under Item 3 above until the dollar amount of Units issued to me under this Item 4 and Item 3 above equals the amount of my total subscription set forth in Item 2 above. 5. I hereby authorize and instruct (insert broker-dealer name) to submit to the Fund cash held in my customer securities account with such broker-dealer on a monthly or quarterly basis, as indicated above, until the amounts submitted in connection with the issuances requested under Items 3 and 4 above equal the amount of my total subscription set forth in Item 2 above and in the accompanying Subscription Agreement. 6. I understand that (i) my broker will not advance any funds due under the accompanying Subscription Agreement and this Subscription Agreement Addendum and that (ii) if I do not have adequate cash available in my customer securities account with my broker for my broker to remit to the Fund, or do not separately send a check or wire funds to the Fund, at each month-end or calendar quarter-end, as the case may be, for which I have requested the issuance of the Units subscribed for under the accompanying Subscription Agreement and this Subscription Agreement Addendum, no Units will be issued to me as of such month-end or calendar quarter-end, as the case may be. I understand that my subscription in the amount set forth in the Subscription Agreement and above is irrevocable and that I am responsible for submitting timely payments for the Units subscribed for in the accompanying Subscription Agreement in the amount(s) set forth above at least five (5) business days prior to the cut off-days set forth in the Subscription Agreement. I hereby agree not to hold the Fund or Superfund Capital Management liable for the failure of my broker to submit funds to the Fund in a timely manner. 7. I understand that the instructions contained in this Subscription Agreement Addendum may be modified only by a writing delivered to the Fund and my broker identified in Item 5 above. 8. I hereby acknowledge and agree that the instructions contained in this Subscription Agreement Addendum shall survive my death or disability, but shall terminate with the full redemption of all of my Units. This Subscription Agreement Addendum shall be gov preted in accordance with the laws of the State of Delaware.
Superfund Gold, L.P. Subscription Agreement Addendum –Dollar Cost Averaging Purchase _ Account InformAtIon – PleAse PrInt (excePt sIgnAtures). Limited Partner Mr. Mrs. Ms. First Name Last Name Address City, State, ZIP Code Social Security Telephone Fax– E-Mail Signature Date MMDDYYYY Signature(s) must be identical to name(s) in which Units are registered. Joint Limited Partner (if any) or Custodian q Mr. q Mrs. q Ms. First Name Last Name Signature Date MMDDYYYY Broker Dealer Acknowledgement Mr. Mrs. Ms. Broker Dealer Firm Name Date MMDDYYYY Signature Name of Registered Representative Signature Name of Principal Signature Broker Dealer to retain a copy of this Subscription Agreement Addendum.
Superfund Gold, L.P. NT/0612 _ USEN Request for Transfer Form Please complete and return this form to: Superfund Gold, L.P. c/o Superfund USA, LLC 850 West Jackson Blvd., Suite 600 Chicago, IL 60607 Dear Sir/Madam: The undersigned hereby requests a transfer of units (“Units”) in q Series A or Series B (check one) in Superfund Gold, L.P. (the “Fund”). The undersigned hereby represents and warrants that the undersigned is the true, lawful and beneficial owner of the Units to which this request for transfer relates with full power and authority to request transfer of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion. The undersigned represents that the signature(s) appearing below is/are true and correct. Transfer DeTails Name of Limited Partner Limited Partner (if applicable) Name of of Entity Telephone (if applicable) Tax ID Address Account Type City, State, ZIP Code , Transfer To The accounT of: Name of Limited Partner Limited Partner (if applicable) Name of of Entity Telephone (if applicable) Tax ID Address Account Type City, State, ZIP Code , signaTures (MusT be iDenTical To naMe(s) in which uniTs are regisTereD.) Date Limited Partner Signature Date Joint Limited Partner (if any) or Custodian Signature Date Authorized Signatory Title By: (Authorized Corporate Officer, Partner, Custodian or Trustee) The undersigned, as Transferee, represents that all information provided to the Fund in the form of an executed Subscription Agreement is true and correct as of the date of submission of the Request for Transfer. The undersigned further consents to the transfer of Units in the Fund as described above and agrees to accept such transferred Units for its account and risk. Date Transferee Signature Date Joint Transferee Signature (if applicable) Date Authorized Signatory Title By: (Authorized Corporate Officer, Partner, Custodian or Trustee) E-1 Request for Transfer Form Superfund Green, L.P.–page 1/1
Superfund Gold, L.P. / Additional Investment Limited Partner Limited Partner Joint Limited Partner USEN/0413 data First Name Last Name Street, Residence City, State, Zip Address Code (P.O. Box not acceptable) , Mailing Address (if different) , Telephone / Date of Birth 1 / MMDDYY2/MMDDYYE-Mail Address Social Security Additional Information (for Estates, Partnerships, Trusts and Corporations) Custodian Name Custodian Mailing Address The investor named above, by execution and delivery of this Subscription Agreement, by either (i) the Subscription Requirements and the Subscription Agreement, the terms of which govern the enclosing a check or wiring payment payable to “Superfund Gold, L.P. Series A q B q Escrow investment in the Units being subscribed for hereby. The undersigned represents that there has been Account”, or (ii) authorizing the selling agent (or additional seller, as the case may be) to debit no change in the undersigned‘s financial circumstances and that the Suitability Requirements Form investor’s customer securities account in the amount set forth below, hereby subscribes for the initially completed when making the undersigned’s initial investment in the Fund remains accurate purchase of Superfund Gold, L.P. (the “Fund”) Series A q B q units (“Units”) at net asset value and complete, and the undersigned understands that by agreeing the undersigned will be deemed to per Unit by the last business day of each month. The named investor further acknowledges make, with respect to this Subscription Agreement, all the representations and warranties contained receipt of the Fund’s prospectus (the “Prospectus”) dated May [ ] 2013, including the Third in the current Suitability Requirements Form, including those relating to the undersigned Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) of the Fund, satisfying the applicable financial suitability requirements under “State Suitability Requirements.” Street, City, State, Zip Code , , Total Amount $. thereof Series A . (minimum of $10,000 for each Series; $1,000 or more for additional investments) Series B . Brokerage Account (must be completed if payment is made by debit to investor’s securities or other qualified accounts) Social Security Taxpayer ID – Taxable Investors (check one): q Tenants in Entireties Non-Taxable Investors (check one): q Individual Ownership q Community Property q IRA q Defined Benefit q Other (specify) q Partnership q Estate q IRA Rollover q Pension q Roth IRA q Corporation q Grantor or Other Revocable Trust q Profit Sharing q SEP q 401 (K) q Tenants in Common q Trust other than a Grantor or Revocable Trust (APPROPRIATE AUTHORIZATION DOCUMENTS MUST ACCOMPANY q UGMA/UTMA (Minor) q Joint Tenants with Right of Survivorship SUBSCRIPTION, I.E., TRUSTS, PENSION, CORPORATE DOCUMENTS) United States Investors only Under penalties of perjury, I certify that: (1) The number Non-United States Investors only Under penalties of perjury, by signature below I hereby shown on this form is my correct social security number or taxpayer identification number certify that the Passport Number or Government ID Number provided is true, correct, and complete (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding and (a) I am not a citizen or resident of the United States or (b) (in the case of an investor which is due to a failure to report interest and dividend income; and (3) I am a U.S. person. not an individual) the investor is not a United States corporation, partnership, estate, or trust. Benefit Plan Investors (i) I am a Plan or Plan Assets Entity as described on page D-6 q Yes q No (ii) I am a Plan Assets Entity q Yes q No If “Yes”, I hereby represent and warrant that the percentage of the Plan Assets Entity’s equity interests held by a Plan or a Plan Assets Entity does not exceed the percentage set forth below. To ease the administrative burden related to monitoring and updating this percentage, each Series recommends that you build in some cushion so that you will not have to notify such Series if the percentage changes slightly. % If I am is using the assets of an insurance company general account to purchase Units, I hereby represent and warrant that the percentage of such assets used to purchase Units that represents plan assets does not exceed the following percentage: % I agree to immediately notify Superfund Capital Management upon any change to the foregoing representations. Investor(s) must sign (Executing and delivering this Subscription Agreement shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Date Signature of Limited Partner Date Signature of Joint Limited Partner (if any) or Custodian Broker-Dealer must sign As set forth in the Prospectus, I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity, marketability, management, and control of Superfund Capital Management, Inc. with respect to an investment in the Units . I have also informed the investor of the unlikelihood of a public trading market developing of the Units. I have reasonable grounds to believe, based on information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known by me, that investment in the applicable series is suitable for such investor in light of his/her financial position, net worth and other suitability characteristics. I do not have discretionary authority over the account of the investor. Registered Representative Signature Date Principal Signature (if required by Selling Agent procedures) Date Print Name Print Name Broker-Dealer This subscription should be q fee-based q commission based. R.R. Phone/Fax Broker Dealer firm R.R. Email Address R.R. Address Registered Representative Code Branch Code F-1 Subscription Agreement For An Additional Investment Superfund Gold, L.P. – page 1/1
Superfund Gold, L.P. USEN/0413 Series Exchange Subscription Agreement TO BE EFFECTIVE AS OF THE END OF THE MONTH IN WHICH YOU whole Units the Net Asset Value of which is equal to or greater than SUBMIT THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THIS SERIES $10,000, and that requests for an exchange of less than $10,000, or the EXCHANGE SUBSCRIPTION AGREEMENT MUST BE PROPERLY COMPLETED Unit equivalent thereof, will not be effected. I further acknowledge that, if AND DELIVERED TO SUPERFUND USA, LLC, OR TO YOUR BROKER-DEALER I am requesting an exchange for less than the full amount of my investment IN TIME FOR IT TO BE BE FORWARDED AND RECEIVED BY SUPERFUND in one Series, I must retain Units with a Net Asset Value of at least $10,000 USA, LLC, ON BEHALF OF SUPERFUND GOLD, L.P., FIVE (5) BUSINESS DAYS in that Series after the exchange is completed. BEFORE THE LAST DAY OF THE MONTH, ATTN: SUPERFUND CAPITAL MANAGEMENT, INC., C/O SUPERFUND USA, LLC, 850 WEST JACKSON Please note: If a partial exchange would result in you holding Units with a BLVD., SUITE 600, CHICAGO, IL 60607. Net Asset Value of less than $10,000 in the Series from which Units are to be redeemed to effect the requested exchange, the exchange request will EXCHANGE REQUESTS ARE IRREVOCABLE FIVE DAYS AFTER SUBMISSION be deemed to be a request for an exchange of your full investment amount TO YOUR BROKER-DEALER. into the other Series, and by your signature below you hereby consent to such exchange. By execution and delivery of this Series Exchange Subscription Agreement, I hereby redeem the limited partnership units (“Units”) of Superfund Gold, BY SIGNING BELOW, THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF L.P. (the “Fund”) Series A or Series B (the “Series”), as identified below THE FUND’S PROSPECTUS DATED may 2013, ANY APPLICABLE under “Series Exchange Election,” and, by application of the proceeds of SUPPLEMENT TO THE PROSPECTUS, THE CURRENT MONTHLY REPORT such redemption to the payment of the purchase price for Units of the FOR THE FUND, THE FUND’S SUBSCRIPTION AGREEMENT AND THIS other Series, I hereby subscribe for Units in the other Series at a price equal SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THE TERMS OF ALL OF to 100% of the Net Asset Value per Unit of such Series as of the close of WHICH GOVERN THE INVESTMENT IN THE UNITS FOR WHICH YOU ARE business on the date of the applicable monthly closing (a “Series SUBSCRIBING. By Signing Below, the underSigned requeStS Exchange”). admiSSion to the fund aS a limited Partner and accePtS the termS of the third amended and reStated limited I acknowledge that the minimum exchange amount, and the minimum PartnerShiP agreement, aS amended from time to time, and holding amount in case of partial exchanges, is $10,000 or a number of agreeS to Be Bound thereto. SerieS exchange election Dollar Amount $ . (not less than $10,000, to be rounded up to nearest whole Unit) OR Number of Units (NAV of at least $10,000) to be redeemed from Superfund Gold, L.P. Series A OR Series B (check one) and exchanged for Units in the other Series. account information (PleaSe Print) Name Telephone – Limited Partner # Fax – – Address Street E-Mail City, State, ZIP Code , Notice Regarding Series Exchange: No administrative fees will be charged in connection with this Series Exchange transaction. However, a Series Exchange constitutes the redemption of Units of one Series of the Fund and a concurrent purchase of Units of the other Series subject to a maximum sales commission of 10% of the initial investment amount in the new Series (paid at a rate of 1/12 of 4% per month). Accordingly, investors making a Series Exchange will incur aggregate sales commission charges of up to 10% of the value of the Units being subscribed for in the new Series pursuant to a Series Exchange regardless of the amount of sales commission charges paid in connection with their investment in the other Series of the Fund.
Superfund Gold, L.P. USEN/0413 Series Exchange Subscription Agreement authority to requeSt exchange The undersigned hereby authorizes Superfund Capital Management, Inc. remains accurate and complete, and the undersigned understands that, by (“Superfund Capital Management”) to redeem the dollar amount or signing below, the undersigned will (I) be deemed to make, with respect to number of Units of the Fund in the Series indicated above, at the Net Asset this Series Exchange Subscription Agreement, all the representations and Value thereof, and to apply the net proceeds of that redemption to the warranties contained in the current Suitability Requirements Form, purchase of Units in the other Series at the Net Asset Value thereof. including those relating to the undersigned’s satisfying the applicable The undersigned hereby represents and warrants that, if an individual, the financial suitability requirements under “State Suitability Requirements” and undersigned is the true, lawful, and beneficial owner of the Units to which citizenship status and (ii) will be deemed to covenant and agree to the this Series Exchange Subscription Agreement relates with full power and covenants and agreements contained in the Subscription Agreement (see authority to request such exchange or, if an entity, has full power and Prospectus Exhibit D, Page D-4). The undersigned acknowledges that this authority to request such exchange from and on behalf of the entity named Series Exchange Subscription Agreement is irrevocable 5 days after below. The undersigned represents that the signature(s) below is/are true submission to the undersigned’s broker-dealer. This Series Exchange and correct. The undersigned represents that there has been no change in Subscription Agreement shall be governed by and interpreted in the undersigned’s financial circumstances and that the Suitability accordance with the laws of the State of Delaware, without regard to the Requirements Form (see Prospectus Exhibit D, Pages D-5 and D-6) initially conflicts of law provisions thereof. If applicable, the undersigned continues completed when making the undersigned’s initial investment in the Fund to consent to delivery of electronic statements. SignatureS (Please print – except signatures) United States Investors only Under penalties of perjury, I certify that: (1) The number shown on this form is my correct social security number or taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding due to a failure to report interest and dividend income; and (3) I am a U.S. person. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. SignatureS (Please print – except signatures) Limited Partner Joint Limited Partner (or Custodian or Trustee) Name Name Signature Signature Date MMDDYYYY Date MMDDYYYY Signature(s) must be identical to name(s) in which Units are registered. Broker-dealer muSt Sign I hereby certify that I have discussed with the investor identified above all of the pertinent facts relating to the risks, tax consequences, lack of liquidity of the Units, and the management and control of the Fund by Superfund Capital Management in connection with an investment in the Fund, and that the investor will incur sales commission charges with respect to the Units acquired as a result of this Series Exchange without regard to sales commissions previously paid. I have reasonable grounds to believe that, based on the information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known to me, that the Series Exchange from an investment in Series q A or q B (check applicable box) to an investment in the other Series is suitable for such investor in light of his/her/their investment objectives and suitability characteristics. Broker-Dealer Firm / Registered Representative Principal Firm Name Name Reg. Rep. Name Reg. Rep. Signature Signature Date MMDDYYYY Date MMDDYYYY Signature(s) must be identical to name(s) in which Units are registered.