Common use of Closing Certificates and Opinions Clause in Contracts

Closing Certificates and Opinions. (1) The Trading Advisor shall, at the Initial Closing and at the request of the General Partner at any monthly closing thereafter, provide the following: (a) To Morgan Stanley DW, the General Partner and the Partnership a certifxxxxx, xxxxx xxx date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DW, the General Partner and the Partnership an opinixx xx cxxxxxx xx the Trading Advisor in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading Advisor's ability to perform its obligations under this Agreement. The Trading Advisor has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor (including the Trading Advisor Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, and memberships required by law, and the Trading Advisor (including the Trading Advisor Principals) has made all filings necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreement, and, to the best of such counsel's knowledge, after due investigation, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor and constitutes a legal, valid and binding agreement of the Trading Advisor, enforceable against the Trading Advisor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based upon due inquiry of certain officers of the Trading Advisor, except as disclosed in the Prospectus, there are no actions, suits or proceedings at law or in equity pending or threatened before or by any court, governmental body, administrative agency, panel or self-regulatory organization, nor have there been any such actions, suits or proceedings within the five years preceding the date of the Prospectus against the Trading Advisor or any Trading Advisor Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, and the performance by the Trading Advisor of its obligations hereunder and in the Prospectus (a) do not require any Governmental Approval (as defined below) to be obtained on the part of the Trading Advisor, except those that have been obtained and, to such counsel's knowledge, are in effect, (b) do not result in a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) any indenture, mortgage, deed of trust, agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or by which the Trading Advisor or any of its subsidiaries is bound or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is applicable to the Trading Advisor and, pursuant to any Applicable Laws, is issued by any Governmental Authority (as defined below) having jurisdiction over the Trading Advisor or its properties. "Applicable Laws" means those laws, rules and regulations of the State of New York and of the United States of America which, in such counsel's experience, are normally applicable to transactions of the type contemplated by this Agreement. "Governmental Authorities" means executive, legislative, judicial, administrative or regulatory bodies of the State of New York or the United States of America. "Governmental Approval" means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any Governmental Authority pursuant to Applicable Laws.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus) (but in the case of (b) below not more than once a year), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreement, and, to the best of such counsel's knowledge, after due investigation, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor or Manager of any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on of the part provisions of the certificate of incorporation or bylaws of the Trading Advisor, except those that have been obtained Manager and, based upon due inquiry of certain officers of the Trading Manager, to the best of such counsel's knowledge, are in effect, (b) do will not result in constitute a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance on certain SEC No-Action letters, as of the closing the performance of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleadin g; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to form in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus) (but in the case of (b) below not more than once a year), provide the following: (a) To the Trading Manager a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Wickersham & Taft, counsel to the General Partner and the Partnerxxxx, xxxll dxxxxer its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not effect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Cadwalader, Wickersham & Taft need express no opinion or belief (a) xx xx xxxormxxxxn in the Registration Statement and Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and the Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreementthe agreement, and, to the best of such counsel's knowledge, after due investigationinvestigations, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor Manager or any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on the part of the Trading Advisor, except those that have been obtained and, to such counsel's knowledge, are in effect, (b) do not result in a violation of any provision provisions of the certificate or of incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable Manager and, based upon due inquiry of certain officers of the Trading Manager, to the Trading Advisorbest of such counsel's knowledge, and (c) do will not constitute a breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance on certain SEC No-Action letters, as of the closing the performance by the Trading Manager of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to form in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus), provide the following: (a) To the Trading Manager a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Xxxxxxxxxx & Xxxx, counsel to the General Partner and the Partnership, shall deliver its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not affect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Cadwalader, Xxxxxxxxxx & Xxxx need express no opinion or belief (a) as to information in the Registration Statement or the Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreementsuch agreements, and, to the best of such counsel's knowledge, after due investigationinvestigations, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor or Manager of any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on of the part provisions of the certificate of incorporation or bylaws of the Trading Advisor, except those that have been obtained Manager and, based upon due inquiry of certain officers of the Trading Manager, to the best of such counsel's knowledge, are in effect, (b) do will not result in constitute a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance on certain SEC No-Action letters, as of the closing the performance by the Trading Manager of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to form in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus), provide the following: (a) To the Trading Manager a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Wickersham & Taft, counsel to the General Partner and the Partnerxxxx, xxxll dxxxxer its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not effect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement, to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Cadwalader, Wickersham & Taft need express no opinion or belief (a) xx xx xxxormxxxxn in the Registration Statement and Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and the Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.

Closing Certificates and Opinions. (1) The Trading Advisor shall, at the Initial Closing and at the request of the General Partner at any monthly closing thereafter, provide the following: (a) To Morgan Stanley DWXxxxxx Xxxxxxx XX, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWXxxxxx Xxxxxxx XX, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading Advisor's ’s ability to perform its obligations under this Agreement. The Trading Advisor has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor (including the Trading Advisor Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, and memberships required by law, and the Trading Advisor (including the Trading Advisor Principals) has made all filings necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreement, and, to the best of such counsel's ’s knowledge, after due investigation, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor and constitutes a legal, valid and binding agreement of the Trading Advisor, enforceable against the Trading Advisor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors' ’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's ’s knowledge, based upon due inquiry of certain officers of the Trading Advisor, except as disclosed in the Prospectus, there are no actions, suits or proceedings at law or in equity pending or threatened before or by any court, governmental body, administrative agency, panel or self-regulatory organization, nor have there been any such actions, suits or proceedings within the five years preceding the date of the Prospectus against the Trading Advisor or any Trading Advisor Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, and the performance by the Trading Advisor of its obligations hereunder and in the Prospectus (a) do not require any Governmental Approval (as defined below) to be obtained on the part of the Trading Advisor, except those that have been obtained and, to such counsel's ’s knowledge, are in effect, (b) do not result in a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) any indenture, mortgage, deed of trust, agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or by which the Trading Advisor or any of its subsidiaries is bound or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is applicable to the Trading Advisor and, pursuant to any Applicable Laws, is issued by any Governmental Authority (as defined below) having jurisdiction over the Trading Advisor or its properties. "“Applicable Laws" ” means those laws, rules and regulations of the State of New York and of the United States of America which, in such counsel's ’s experience, are normally applicable to transactions of the type contemplated by this Agreement. "“Governmental Authorities" ” means executive, legislative, judicial, administrative or regulatory bodies of the State of New York or the United States of America. "“Governmental Approval" ” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any Governmental Authority pursuant to Applicable Laws.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreementsuch agreements, and, to the best of such counsel's knowledge, after due investigationinvestigations, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor Manager or any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on of the part provisions of the certificate of incorporation or bylaws of the Trading Advisor, except those that have been obtained Manager and, based upon due inquiry of certain officers of the Trading Manager, to the best of such counsel's knowledge, are in effect, (b) do will not result in constitute a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance of certain SEC No-Action letters, as of the closing the performance by the Trading Manager of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to format in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus), provide the following: (a) To the Trading Manager a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Wickersham & Taft, counsel to the General Partner and the Parxxxxxxxx, shalx xxliver its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not affect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement, to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principles of equity (regardless or whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they where made, not misleading; provided, however, that Cadwalader, Wicksherman & Taft need express no opinion or belief (a) as to information in the Xxxxstration Statement or the Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreementsuch agreements, and, to the best of such counsel's knowledge, after due investigationinvestigations, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations public policy and the enforcement of public policyspecific terms or remedies may be unavailable. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor Manager or any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on of the part provisions of the certificate of incorporation or bylaws of the Trading Advisor, except those that have been obtained Manager and, based upon due inquiry of certain officers of the Trading Manager, to the best of such counsel's knowledge, are in effect, (b) do will not result in constitute a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance of certain SEC No-Action letters, as of the closing the performance by the Trading Manager of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to form in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus or as otherwise permitted by the CFTC staff. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus), provide the following: (a) To the Trading Manager a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Wickersham & Taft, counsel to the General Partner and the Partnxxxxxx, xhall xxliver its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not affect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement, to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principles of equity (regardless or whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they where made, not misleading; provided, however, that Cadwalader, Wicksherman & Taft need express no opinion or belief (a) as to information in the Xxxxstration Statement or the Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.

Closing Certificates and Opinions. (1) The Trading Advisor Manager shall, at the Partnership's Initial Closing and at the request of the General Partner at any monthly closing thereafterMonthly Closing (as defined in the Prospectus), provide the following: (a) To Morgan Stanley DWDWR, the General Partner and the Partnership a certifxxxxxcertificate, xxxxx xxx dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that: (i) The representations and warranties by the Trading Advisor Manager in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing. (ii) The Trading Advisor Manager has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (b) To Morgan Stanley DWDWR, the General Partner and the Partnership an opinixx xx cxxxxxx xx opinion of counsel to the Trading Advisor Manager, in form and substance satisfactory to such parties, to the effect that: (i) The Trading Advisor Manager is a corporation duly organized and validly existing under the laws of the jurisdiction state of its incorporation and is qualified to do business and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Trading AdvisorManager's ability to perform its obligations under this Agreement. The Trading Advisor Manager has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (ii) The Trading Advisor Manager (including the Trading Advisor Manager Principals) has all governmental, regulatory, self-regulatory and commodity exchange and clearing association licenses, registrations, licenses and memberships required by law, and the Trading Advisor Manager (including the Trading Advisor Manager Principals) has received or made all filings and registrations necessary to perform its obligations under this Agreement and to conduct its business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings and registrations, the absence of which would not have a material adverse effect on its ability to act as described in the Registration Statement and Prospectus or to perform its obligations under this Agreement, and, to the best of such counsel's knowledge, after due investigation, none of such licenses, memberships or registrations have been rescinded, revoked or suspended. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Trading Advisor Manager and constitutes a legal, valid and binding agreement of the Trading Advisor, Manager enforceable against the Trading Advisor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or other similar laws relating to or at the time in effect affecting creditors' the enforceability generally of rights generally, of creditors and to by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw), and except that as enforceability of the enforcement of rights with respect to indemnification indemnification, exculpation, and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written contained in such agreements or rights of set off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. (iv) To such counsel's knowledge, based Based upon due inquiry of certain officers of the Trading AdvisorManager, to the best of such counsel's knowledge, except as disclosed in the Prospectus, there are no material actions, suits claims or proceedings at law known to such counsel either threatened or pending in equity pending any court or threatened before or by any court, governmental body, or administrative agency, panel or self-regulatory organization, body nor have there been any such actions, suits claims or proceedings at any time within the five years preceding the date of the Prospectus against the Trading Advisor or Manager of any Trading Advisor Manager Principal which are required to be disclosed in the Registration Statement or Prospectus. (v) The execution and delivery by the Trading Advisor of this Agreement, the incurrence of the obligations herein set forth and the performance by consummation of the Trading Advisor of its obligations hereunder transactions contemplated herein and in the Prospectus (a) do will not require be in contravention of any Governmental Approval (as defined below) to be obtained on of the part provisions of the certificate of incorporation or bylaws of the Trading Advisor, except those that have been obtained Manager and, based upon due inquiry of certain officers of the Trading Manager, to the best of such counsel's knowledge, are in effect, (b) do will not result in constitute a violation of any provision of the certificate or incorporation of bylaws of the Trading Advisor or any Applicable Laws (as defined below) applicable to the Trading Advisor, and (c) do not breach or result in a violation of, or default under, (i) or a violation of any indenture, mortgage, deed of trust, instrument or agreement or instrument known by us to which the Trading Advisor or any of its subsidiaries is a party or such counsel by which the Trading Advisor or any of its subsidiaries Manager is bound and will not violate any order, law, rule or to which any of the property or assets of the Trading Advisor or any of its subsidiaries is subject, or (ii) any judgment, decree or order known to such counsel which is regulation applicable to the Trading Advisor and, pursuant to Manager of any Applicable Laws, is issued by court or any Governmental Authority (as defined below) governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Trading Advisor Manager. (vi) Based upon reliance on certain SEC No-Action letters, the performance by the Trading Manager of the transactions contemplated by this Agreement and as described in the Prospectus will not require the Trading Manager to be registered as an "investment adviser" as that term is defined in the Investment Advisers Act of 1940, as amended. (vii) Nothing has come to such counsel's attention that would lead them to believe that, (A) the Registration Statement at the time it became effective, insofar as the Trading Manager and the Trading Manager Principals are concerned, contained any untrue statement of a material fact or its properties. "Applicable Laws" means those lawsomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Trading Manager or the Trading Manager Principals, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in such tables, that the actual performance tables of the Trading Manager set forth in the Prospectus comply as to form in all material respects with applicable CFTC rules and regulations all CFTC and NFA interpretations thereof, except as disclosed in the Prospectus. In giving the foregoing opinion, counsel may rely on information obtained from public officials, officers of the Trading Manager, and other resources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine. (c) To DWR, the General Partner and the Partnership, a report dated the date of the closing which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Manager's knowledge, accurate in all material respects. (2) The General Partner shall, at the Partnership's Initial Closing and at the request of the Trading Manager at any Monthly Closing (as defined in the Prospectus), provide the following: (a) To the Trading Manager a certificate, dated the date of the Initial Closing and in form and substance satisfactory to the Trading Manager, to the effect that: (i) The representations and warranties by the Partnership and the General Partner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act. No order preventing or suspending the use of the Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the General Partner, are contemplated or threatened under the 1933 Act or the Commodity Act. (iii) The Partnership and the General Partner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. (b) Cadwalader, Xxxxxxxxxx & Xxxx, counsel to the General Partner and the Partnership, shall deliver its opinion to the parties hereto at the Initial Closing, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Partnership is a limited partnership duly formed pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the DRULPA and is validly existing under the laws of the State of Delaware with full partnership power and authority to conduct the business in which it proposes to engage as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement; the Partnership has received a Certificate of Authority as contemplated under the New York Revised Limited Partnership Act and is qualified to do business in New York and need not effect any other filings or qualifications under the laws of any other jurisdictions to conduct its business as described in the Registration Statement and Prospectus. (ii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with full corporate power and authority to act as general partner of the Partnership and is qualified to do business and is in good standing as a foreign corporation in the State of New York and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the United States failure to so qualify might reasonably be expected to result in material adverse consequences to the Partnership or the General Partner's ability to perform its obligations as described in the Registration Statement and Prospectus. The General Partner has full corporate power and authority to conduct its business as described in the Registration Statement and Prospectus and to perform its obligations under this Agreement. (iii) The General Partner and each of America whichits principals as defined in Rule 3.1 under the Commodity Act, and the Partnership have all federal and state governmental and regulatory licenses and memberships required by law and have received or made all filings and registrations necessary in order for the General Partner and the Partnership to perform their obligations under this Agreement, to conduct their business as described in the Registration Statement and Prospectus, except for such licenses, memberships, filings, and registrations, the absence of which would not have a material adverse effect on their ability to act as described in the Registration Statement and Prospectus, or to perform their obligations under this Agreement, and, to the best of such counsel's experienceknowledge, are normally applicable to transactions after due investigation, none of such licenses and memberships or registrations have been rescinded, revoked or suspended. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the type contemplated by this Agreement. "Governmental Authorities" means executiveGeneral Partner and the Partnership, legislative, judicial, administrative or regulatory bodies and constitutes a valid and binding agreement of the State General Partner and the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of New York rights of creditors and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as enforceability of indemnification, exculpation and contribution provisions contained in such agreements may be limited by applicable law or public policy. (v) The execution and delivery of this Agreement and the offer and sale of the Units by the Partnership and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of the General Partner's certificate of incorporation or bylaws, the Certificate of Limited Partnership, or the United States Limited Partnership Agreement and, to the best of America. "Governmental Approval" means any consentsuch counsel's knowledge based upon due inquiry of certain officers of the General Partner, approval, license, authorization or validation will not constitute a breach of, or filingdefault under, recording or registration witha violation of any agreement or instrument known to such counsel by which the General Partner or the Partnership is bound and will not violate any order, law, rule or regulation applicable to the General Partner or the Partnership of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (vi) To the best of such counsel's knowledge, based upon due inquiry of certain officers of the General Partner, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceedings within the five years preceding the date of the Prospectus, to which the General Partner, any Governmental Authority pursuant General Partner Principal, or the Partnership is or was a party, or to Applicable Lawswhich any of their assets is or was subject, which would be material to an investor's decision to invest in the Partnership or which might reasonably be expected to materially adversely affect the condition, financial or otherwise, or business of the General Partner, or the Partnership, whether or not arising in the ordinary course of business, or impair their ability to discharge their obligations as described in the Prospectus. (vii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act or any similar state securities laws. (viii) At the time the Registration Statement became effective, the Registration Statement, and at the time the Prospectus was issued and as of the closing, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the Securities Regulations, the Commodity Act and the regulations of the NFA and NASD. Nothing has come to such counsel's attention that would lead them to believe that the Registration Statement at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the time it was issued or at the closing contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Cadwalader, Xxxxxxxxxx & Xxxx need express no opinion or belief (a) as to information in the Registration Statement and Prospectus regarding any Trading Manager or its principals, or (b) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and the Prospectus, or (c) as to the performance data and notes or descriptions thereto set forth in the Registration Statement and Prospectus. (ix) Based upon reliance on certain SEC No-Action letters, as of the closing, the Partnership need not register as an "investment company" under the Investment Company Act of 1940, as amended. In rendering its opinion, such counsel may rely on information obtained from public officials, officials, officers of the General Partner and other sources believed by it to be responsible and may assume that signatures on all documents examined by it are genuine, and that a Subscription Agreement and Power of Attorney in the forms referred to in the Prospectus have been duly authorized, completed, dated, executed, and delivered and funds representing the full subscription price for the Units purchased have been delivered by each purchaser of Units in accordance with the requirements set forth in the Prospectus.