Common use of Representations and Warranties of the General Partner and the Partnership Clause in Contracts

Representations and Warranties of the General Partner and the Partnership. Each of the General Partner and the Partnership severally represent and warrant to the Selling Agent as follows, provided that with respect to representations and warranties regarding the General Partner or its principals under this Section 1 only the General Partner (and not the Partnership) makes such General Partner related representations and warranties: (a) The Partnership has provided to the Selling Agent, and filed with the Securities and Exchange Commission (the “SEC”) on [_____________], 2008, a registration statement on Form S-1 (SEC File No. 333-148049), as declared effective by the SEC on [_____________], 2008, for the registration of an aggregate of 1,200,000 Units, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated by the SEC thereunder (the “SEC Regulations”). Copies of such registration statement have also been filed with: (i) the Financial Regulatory Authority (“FINRA”) pursuant to its Conduct Rules; and (ii) the National Futures Association (the “NFA”) in accordance with NFA Compliance Rule 2-13. The registration statement and the prospectus included therein are hereinafter called the “Registration Statement” and the “Prospectus,” respectively, except that if the Partnership files a post-effective amendment to its registration statement or is supplemented, then the term “Registration Statement” shall, from and after the filing of each such amendment or supplement, refer to the Registration Statement, as amended by such amendment or supplement, and the term “Prospectus” shall refer to the amended prospectus then on file with the SEC as part of the Registration Statement; and if a prospectus as first issued in compliance with the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effective, the term “Prospectus” shall refer to the prospectus most recently so issued from and after the date on which it shall have been issued, including any amendment or supplement thereto. The Partnership will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus revising disclosure concerning the Selling Agent unless the Selling Agent has received reasonable prior notice of and a copy of such amendment or supplement and has not reasonably objected thereto in writing within one business day of receipt of such notice and copy. (b) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required to be taken by the General Partner and the Partnership as a condition to the sale of the Units to qualified subscribers therefore has been, or prior to each Monthly Closing (as defined in Section 3(b) hereof) will have been taken; and, upon payment of the consideration therefor specified in each accepted Subscription Agreement and Power of Attorney, in the form included in the Prospectus (the “Subscription Agreement”), the Units will constitute valid limited partnership interests in the Partnership. (c) The Partnership is a limited partnership duly organized 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 power and authority to engage in the trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally (as described in the Prospectus) and to engage in its other contemplated activities as described in the Prospectus; the Partnership has received a certificate of authority to do business in the State of Maryland and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Partnership’s ability to perform its obligations hereunder. (d) The General Partner is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the General Partner’s ability to perform its obligations hereunder or under the Limited Partnership Agreement, or as described in the Prospectus. (e) Each of the Partnership and the General Partner has full partnership or corporate power and authority, as applicable, under applicable law to conduct its business and perform its respective obligations, as applicable, under the Limited Partnership Agreement. (f) When the Registration Statement becomes effective under the 1933 Act and at all times subsequent thereto, up to and including each Monthly Closing, the Registration Statement and the Prospectus will comply in all material respects with the requirements of the 1933 Act, the SEC Regulations, the Commodity Exchange Act, as amended (the “CEAct”), the rules and regulations adopted by the Commodity Futures Trading Commission (the “CFTC”) under the CEAct (the “CFTC Rules”), and the rules of the FINRA and the NFA. As of its effective date, the Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any supplemental sales literature employed in offering the Units (“Sales Literature”), when read in conjunction with the Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any Sales Literature will comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, and the rules of the FINRA and the NFA. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement, Prospectus, or Sales Literature relating to the Selling Agent or made in reliance upon and in conformity with information furnished by the Selling Agent. (g) The accountants who certified the financial statements filed with the SEC as part of the Registration Statement are, with respect to the General Partner and the Partnership, independent public accountants as required by the 1933 Act and the SEC Regulations. (h) The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position of the Partnership and of the General Partner as of the dates indicated; and, to the best of its knowledge, said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein). (i) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, whether or not arising in any ordinary course of business. (j) The General Partner will have a net worth at each Monthly Closing sufficient in amount and satisfactory in form to meet the net worth requirements set forth in the Limited Partnership Agreement and will maintain its minimum investment in Units of General Partnership Interest as provided in the Limited Partnership Agreement. (k) The Limited Partnership Agreement and this Agreement have each been duly and validly authorized, executed, and delivered by the General Partner on behalf of the Partnership and the General Partner, and each constitutes a valid and binding agreement of the Partnership and of the General Partner, enforceable in accordance with its terms. (l) The execution and delivery of the Limited Partnership Agreement, will not violate, or constitute a breach of, or default under, the certificate of incorporation or bylaws of the General Partner, the Certificate of Limited Partnership or the Limited Partnership Agreement of the Partnership, or any other agreement or instrument by which either the General Partner or the Partnership, as the case may be, is bound, or any law, order, rule, or regulation applicable to the General Partner or the Partnership of any court, governmental body, administrative agency, panel, or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (m) Except as set forth in the Registration Statement or the Prospectus, there has not been in the five years preceding the date of the Prospectus and there is not pending or, to the best of the General Partner’s knowledge, threatened, any action, suit, or proceeding at law or in equity before or by any court, governmental body, administrative agency, panel, or self-regulatory organization to which the Partnership, the General Partner, or any of the “principals” of the General Partner, as defined in CFTC Rule 4.10(e) (“General Partner Principals”), is or was a party, or to which any of the assets of the General Partner or the Partnership is or was subject; and neither the General Partner nor any General Partner Principal has received any notice of an investigation by the SEC, CFTC, FINRA, or NFA regarding non-compliance by the General Partner, the General Partner Principals, or the Partnership with the 1933 Act, the SEC Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), any other federal securities laws, rules or regulations, the CEAct, the CFTC Rules, or the rules of the FINRA or the NFA, which action, suit, proceeding, or investigation resulted or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, or which could be material to an investor’s decision to invest in the Partnership. (n) The General Partner and each “principal” of the General Partner, as defined in CFTC Rule 3.1(a), have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus, or required to perform their obligations under the Limited Partnership Agreement, the Futures Account Agreement dated March 11, 2008 by and between the Partnership and Newedge Financial, Inc. and this Agreement. The General Partner is registered as a commodity pool operator (“CPO”) and introducing broker (“IB”) under the CEAct and is a member of the NFA as a commodity pool operator and introducing broker. The General Partner is also registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA. The General Partner’s principals identified in the Prospectus are all of the General Partner Principals. (o) To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the General Partner and the General Partner Principals as a CPO are disclosed in the Prospectus. To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the Trading Advisor and the Trading Advisor’s Principals as a CTA are disclosed in the Prospectus.

Representations and Warranties of the General Partner and the Partnership. Each The General Partner represents and warrants to each of the General Partner other parties hereto as to itself, and the Partnership severally represent represents and warrant warrants to the Selling Agent as followsto itself, provided that with respect to representations the agreements to which it is a party and warranties regarding with respect to the General Partner or its principals under this Section 1 only the General Partner (and not the Partnership) makes such General Partner related representations and warrantiesother applicable documents, as follows: (a) The Partnership has provided to the Selling Agent, and filed with the Securities and Exchange Commission (the “SEC”) on [____________________], 2008, a registration statement on Form S-1 (SEC File No. 333-148049), as declared effective by the SEC on [_____________], 2008, for the registration of an aggregate of 1,200,000 Units, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated by the SEC thereunder (the “SEC Regulations”). Copies of such registration statement have also been filed with: (i) the Financial Regulatory Authority (“FINRA”) pursuant to its Conduct Rules; and (ii) the National Futures Association (the “NFA”) in accordance with NFA Compliance Rule 2-13. The registration statement and the prospectus included therein are hereinafter called the “Registration Statement” and the “Prospectus,” respectively, except that if the Partnership files a post-effective amendment to its registration statement or is supplementedstatement, then the term “Registration Statement” shall, from and after the filing of each such amendment or supplementamendment, refer to the Registration Statement, as amended by such amendment or supplementamendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the SEC as part of the Registration Statement; and if a prospectus as first issued in compliance with the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effective, the term “Prospectus” shall refer to the prospectus most recently so issued from and after the date on which it shall have been issued, including any amendment or supplement thereto. The Partnership will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus revising disclosure concerning involving the Selling Agent unless the Selling Agent has received reasonable prior notice of and a copy of such amendment or supplement and has not reasonably objected thereto in writing within one business day of receipt of such notice and copy. (b) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required to be taken by the General Partner and the Partnership as a condition to the sale of the Units to qualified subscribers therefore has been, or prior to each Monthly Closing (as defined in Section 3(b) hereof) will have been taken; and, upon payment of the consideration therefor specified in each accepted Subscription Agreement and Power of Attorney, in the form included in the Prospectus (the “Subscription Agreement”), the Units will constitute valid limited partnership interests in the Partnership. (c) The Partnership is a limited partnership duly organized 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 power and authority to engage in the trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally (as described in the Prospectus) and to engage in its other contemplated activities as described in the Prospectus; the Partnership has received a certificate of authority to do business in the State of Maryland and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Partnership’s ability to perform its obligations hereunder. (d) The General Partner is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the General Partner’s ability to perform its obligations hereunder or under the Limited Partnership Agreement, or as described in the Prospectus. (e) Each of the Partnership and the General Partner has full partnership or corporate power and authority, as applicable, under applicable law to conduct its business and perform its respective obligations, as applicable, under the Limited Partnership Agreement. (f) When the Registration Statement becomes effective under the 1933 Act and at all times subsequent thereto, thereto up to and including each Monthly Closing, the Registration Statement and the Prospectus will comply in all material respects with the requirements of the 1933 Act, the SEC Regulations, the Commodity Exchange Act, as amended (the “CEAct”), the rules and regulations adopted by the Commodity Futures Trading Commission (the “CFTC”) under the CEAct (the “CFTC Rules”), and the rules of the FINRA and the NFA. As of its effective date, the Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any supplemental sales literature employed in offering the Units (“Sales Literature”), when read in conjunction with the Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any Sales Literature will comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, and the rules of the FINRA and the NFA. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement, Prospectus, or Sales Literature relating to the Selling Agent or made in reliance upon and in conformity with information furnished by the Selling Agent. (g) The accountants who certified the financial statements filed with the SEC as part of the Registration Statement are, with respect to the General Partner and the Partnership, independent public accountants as required by the 1933 Act and the SEC Regulations. (h) The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position of the Partnership and of the General Partner as of the dates indicated; and, to the best of its their knowledge, said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein). (i) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, whether or not arising in any ordinary course of business. (j) The General Partner will have a net worth at each Monthly Closing sufficient in amount and satisfactory in form to meet the net worth requirements set forth in the Limited Partnership Agreement and will maintain its minimum investment in Units of General Partnership Interest as provided in the Limited Partnership Agreement. (k) The Limited Partnership Agreement and this Agreement have each been duly and validly authorized, executed, and delivered by the General Partner on behalf of the Partnership and the General Partner, and each constitutes a valid and binding agreement of the Partnership and of the General Partner, enforceable in accordance with its terms. (l) The execution and delivery of the Limited Partnership Agreement, will not violate, or constitute a breach of, or default under, the certificate of incorporation or bylaws of the General Partner, the Certificate of Limited Partnership or the Limited Partnership Agreement of the Partnership, or any other agreement or instrument by which either the General Partner or the Partnership, as the case may be, is bound, or any law, order, rule, or regulation applicable to the General Partner or the Partnership of any court, governmental body, administrative agency, panel, or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (m) Except as set forth in the Registration Statement or the Prospectus, there has not been in the five years preceding the date of the Prospectus and there is not pending or, to the best of the General Partner’s knowledge, threatened, any action, suit, or proceeding at law or in equity before or by any court, governmental body, administrative agency, panel, or self-regulatory organization to which the Partnership, the General Partner, or any of the “principals” of the General Partner, as defined in CFTC Rule 4.10(e) (“General Partner Principals”), is or was a party, or to which any of the assets of the General Partner or the Partnership is or was subject; and neither the General Partner nor any General Partner Principal has received any notice of an investigation by the SEC, CFTC, FINRA, or NFA regarding non-compliance by the General Partner, the General Partner Principals, or the Partnership with the 1933 Act, the SEC Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), any other federal securities laws, rules or regulations, the CEAct, the CFTC Rules, or the rules of the FINRA or the NFA, which action, suit, proceeding, or investigation resulted or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, or which could be material to an investor’s decision to invest in the Partnership. (n) The General Partner and each “principal” of the General Partner, as defined in CFTC Rule 3.1(a), have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus, or required to perform their obligations under the Limited Partnership Agreement, the Futures Account Agreement dated March 11Agreement, 2008 by and between the Partnership and Newedge FinancialEscrow Agreement, Inc. and this Agreement. The General Partner is registered as a commodity pool operator (“CPO”) and introducing broker (“IB”) under the CEAct and is a member of the NFA as a commodity pool operator and introducing broker. The General Partner is also registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA. The General Partner’s principals identified in the Prospectus are all of the General Partner Principals. (o) To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the General Partner and the General Partner Principals as a CPO are disclosed in the Prospectus. To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the Trading Advisor and the Trading Advisor’s Principals as a CTA are disclosed in the Prospectus.

Representations and Warranties of the General Partner and the Partnership. Each The General Partner represents and warrants to each of the General Partner other parties hereto as to itself, and the Partnership severally represent represents and warrant warrants to the Selling Agent as followsto itself, provided that with respect to representations the agreements to which it is a party and warranties regarding with respect to the General Partner or its principals under this Section 1 only the General Partner (and not the Partnership) makes such General Partner related representations and warrantiesother applicable documents, as follows: (a) The Partnership has provided to the Selling Agent, and filed with the Securities and Exchange Commission (the “‘‘SEC”’’) on [_____________[ ], 20082006, a registration statement on Form S-1 (SEC File No. 333-148049333- ), as declared effective by the SEC on [_____________], 2008, for the registration of an aggregate of 1,200,000 2,500,000 Units, under the Securities Act of 1933, as amended (the “‘‘1933 Act”’’), and the rules and regulations promulgated by the SEC thereunder (the “‘‘SEC Regulations”’’). Copies of such registration statement have also been filed with: (i) NASD Regulation, Inc. (the Financial Regulatory Authority (“FINRA”‘‘NASD’’) pursuant to its Conduct Rules; and (ii) the National Futures Association (the “‘‘NFA”’’) in accordance with NFA Compliance Rule 2-13. The registration statement and the prospectus included therein are hereinafter called the “‘‘Registration Statement” ’’ and the “‘‘Prospectus,” ’’ respectively, except that if the Partnership files a post-effective amendment to its registration statement or is supplementedstatement, then the term “‘‘Registration Statement” ’’ shall, from and after the filing of each such amendment or supplementamendment, refer to the Registration Statement, as amended by such amendment or supplementamendment, and the term “‘‘Prospectus” ’’ shall refer to the amended prospectus then on file with the SEC as part of the Registration Statement; and if a prospectus as first issued in compliance with the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effective, the term “‘‘Prospectus” ’’ shall refer to the prospectus most recently so issued from and after the date on which it shall have been issued, including any amendment or supplement thereto. The Partnership will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus revising disclosure concerning the Selling Agent unless the Selling Agent has received reasonable prior notice of and a copy of such amendment or supplement and has not reasonably objected thereto in writing within one business day of receipt of such notice and copy. 1 Table of Contents (b) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required to be taken by the General Partner and the Partnership as a condition to the sale of the Units to qualified subscribers therefore therefor has been, or prior to each Monthly Closing (as defined in Section 3(b) hereof) will have been been, taken; and, upon payment of the consideration therefor specified in each accepted Subscription Agreement and Power of Attorney, in the form included in the Prospectus (the “‘‘Subscription Agreement”’’), the Units will constitute valid limited partnership interests in the Partnership. (c) The Partnership is a limited partnership duly organized 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 power and authority to engage in the trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally futures interests (as described defined in the Prospectus) and to engage in its other contemplated activities as described in the Prospectus; the Partnership has received a certificate of authority to do business in the State of Maryland Florida as provided by Section 620.1902 of the Florida Revised Uniform Limited Partnership Act of 2005 and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Partnership’s ability to perform its obligations hereunderhereunder or under its Limited Partnership Agreement, the Futures Agreement, or the Escrow Agreement, as applicable. (d) The General Partner is a corporation duly organized, validly existing, and in good standing under the laws of the State of MarylandFlorida, and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the General Partner’s ability to perform its obligations hereunder or under the Limited Partnership Agreement, or as described in the Prospectus. (e) Each of the Partnership and the General Partner has full partnership or corporate power and authority, as applicable, under applicable law to conduct its business and perform its respective obligations, as applicable, under the Limited Partnership Agreement, the Futures Agreement, the Escrow Agreement, and this Agreement. (f) When the Registration Statement becomes effective under the 1933 Act and at all times subsequent thereto, thereto up to and including each Monthly Closing, the Registration Statement and the Prospectus will comply in all material respects with the requirements of the 1933 Act, the SEC Regulations, the Commodity Exchange Act, as amended (the “‘‘CEAct”’’), the rules and regulations adopted by the Commodity Futures Trading Commission (the “‘‘CFTC”’’) under the CEAct (the “‘‘CFTC Rules”’’), and the rules of the FINRA NASD and the NFA. As of its effective date, the Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any supplemental sales literature employed in offering the Units (“‘‘Sales Literature”’’), when read in conjunction with the Prospectus, as of its date of issue and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any Sales Literature will comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, and the rules of the FINRA NASD and the NFA. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement, Prospectus, or Sales Literature relating to the Selling Agent or made in reliance upon and in conformity with information furnished by the Selling Agent. (g) The accountants who certified the financial statements filed with the SEC as part of the Registration Statement are, with respect to the General Partner and the Partnership, independent public accountants as required by the 1933 Act and the SEC Regulations. (h) The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position of the Partnership and of the General Partner as of the dates indicated; and, to the best of its knowledge, said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein). (i) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, whether or not arising in any ordinary course of business. (j) The General Partner will have a net worth at each Monthly Closing sufficient in amount and satisfactory in form to meet the net worth requirements set forth in the Limited Partnership Agreement and will maintain its minimum investment in Units of General Partnership Interest as provided in the Limited Partnership Agreement. (k) The Limited Partnership Agreement and this Agreement have each been duly and validly authorized, executed, and delivered by the General Partner on behalf of the Partnership and the General Partner, and each constitutes a valid and binding agreement of the Partnership and of the General Partner, enforceable in accordance with its terms. (l) The execution and delivery of the Limited Partnership Agreement, will not violate, or constitute a breach of, or default under, the certificate of incorporation or bylaws of the General Partner, the Certificate of Limited Partnership or the Limited Partnership Agreement of the Partnership, or any other agreement or instrument by which either the General Partner or the Partnership, as the case may be, is bound, or any law, order, rule, or regulation applicable to the General Partner or the Partnership of any court, governmental body, administrative agency, panel, or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (m) Except as set forth in the Registration Statement or the Prospectus, there has not been in the five years preceding the date of the Prospectus and there is not pending or, to the best of the General Partner’s knowledge, threatened, any action, suit, or proceeding at law or in equity before or by any court, governmental body, administrative agency, panel, or self-regulatory organization to which the Partnership, the General Partner, or any of the “principals” of the General Partner, as defined in CFTC Rule 4.10(e) (“General Partner Principals”), is or was a party, or to which any of the assets of the General Partner or the Partnership is or was subject; and neither the General Partner nor any General Partner Principal has received any notice of an investigation by the SEC, CFTC, FINRA, or NFA regarding non-compliance by the General Partner, the General Partner Principals, or the Partnership with the 1933 Act, the SEC Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), any other federal securities laws, rules or regulations, the CEAct, the CFTC Rules, or the rules of the FINRA or the NFA, which action, suit, proceeding, or investigation resulted or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, or which could be material to an investor’s decision to invest in the Partnership. (n) The General Partner and each “principal” of the General Partner, as defined in CFTC Rule 3.1(a), have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus, or required to perform their obligations under the Limited Partnership Agreement, the Futures Account Agreement dated March 11, 2008 by and between the Partnership and Newedge Financial, Inc. and this Agreement. The General Partner is registered as a commodity pool operator (“CPO”) and introducing broker (“IB”) under the CEAct and is a member of the NFA as a commodity pool operator and introducing broker. The General Partner is also registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA. The General Partner’s principals identified in the Prospectus are all of the General Partner Principals. (o) To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the General Partner and the General Partner Principals as a CPO are disclosed in the Prospectus. To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the Trading Advisor and the Trading Advisor’s Principals as a CTA are disclosed in the Prospectus.

Representations and Warranties of the General Partner and the Partnership. Each of the The General Partner and the Partnership severally represent and warrant to each of the Selling Agent other parties hereto, as follows, provided that with respect to representations and warranties regarding the General Partner or its principals under this Section 1 only the General Partner (and not the Partnership) makes such General Partner related representations and warranties: (a) The Partnership has provided to the Selling AgentTrading Advisor, DWR and the Commodity Brokers, and filed with the Securities and Exchange Commission (the “"SEC”") on [August _____________], 20081997, a registration statement on Form S-1 (SEC File No. 333-148049), as declared effective by the SEC on [333-_____________]), 2008including a preliminary prospectus (which has not been distributed to the public), for the registration of an aggregate of 1,200,000 Units, the Units under the Securities Act of 1933, as amended (the “"1933 Act”"), and the rules and regulations promulgated by the SEC thereunder (the “"SEC Regulations”"). Copies , and has filed copies of such registration statement have also been filed with: with (i) the Financial Regulatory Authority Commodity Futures Trading Commission (“FINRA”the "CFTC") under the Commodity Exchange Act (the "CEAct") and the rules and regulations promulgated thereunder (the "CFTC Rules"), (ii) the National Association of Securities Dealers, Inc. (the "NASD") pursuant to its Conduct Rules; and (iiiii) the National Futures Association (the “"NFA”") in accordance with NFA Compliance Rule 2-13. The registration statement and the prospectus included therein are hereinafter called the “"Registration Statement” " and the “"Prospectus,” " respectively, except that (i) if the Partnership files a post-effective amendment to its the registration statement or is supplementedstatement, then the term “"Registration Statement” " shall, from and after the filing declaration of each the effectiveness of such amendment or supplementpost-effective amendment, refer to the Registration Statement, as amended by such amendment or supplementpost-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the SEC as part of the Registration Statement; , and (ii) if a prospectus as first issued in compliance with is filed pursuant to Rule 424 of the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effectiveRegulations, the term “"Prospectus” " shall refer to the prospectus most recently so issued filed pursuant to such Rule from and after the date on which it shall have been issuedfirst used, including any amendment or supplement thereto, from and after the date on which it shall have been first used. The Partnership will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus revising disclosure concerning unless DWR, the Selling Agent unless Trading Advisor and the Selling Agent has Commodity Brokers have received reasonable prior notice of and a copy of such amendment amendments or supplement supplements and has have not reasonably objected thereto in writing within one business day of receipt of such notice and copywriting. (b) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required to be taken by the General Partner and the Partnership as a condition to the sale of the Units to qualified subscribers therefore therefor has been, or prior to each Monthly Closing (as defined in Section 3(b8(b) hereof) hereof will have been been, taken; and, upon payment of the consideration therefor specified in each accepted Subscription and Exchange Agreement and Power of Attorney, Attorney in the form included in attached to the Prospectus (the “Subscription Agreement”)Prospectus, the Units will constitute valid limited partnership interests in the Partnership. (c) The Partnership is a limited partnership duly organized pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement, Agreement and the DRULPA, and is validly existing under the laws of the State of Delaware with full power and authority to engage in the trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally (as described in the Prospectus) and to engage in its other contemplated activities as described in the Prospectus; the Partnership has received a certificate of authority to do business in the State of Maryland New York as provided by Section 121-902 of the New York Revised Limited Partnership Act and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Partnership’s 's ability to perform its obligations hereunderhereunder or under the Management Agreement, the Customer Agreements, the Escrow Agreement, or the Limited Partnership Agreement, as applicable. (d) The General Partner is a corporation duly organized, organized and validly existing, existing and in good standing as a corporation under the laws of the State of Maryland, Delaware; is in good standing and qualified to do business as a foreign corporation under the laws of the State of New York; and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the General Partner’s 's ability to perform its obligations hereunder or under the Management Agreement, the Limited Partnership Agreement, or as described in the Prospectus. (e) Each of the The Partnership and the General Partner has have full partnership or corporate power and authority, as applicable, authority under applicable law to conduct its their business and to perform its their respective obligations, as applicable, under the Limited Partnership Agreement, the Escrow Agreement, the Management Agreement, the Customer Agreements, and this Agreement. (f) The Registration Statement and Prospectus contain all statements and information required to be included therein by the CEAct and the CFTC Rules. When the Registration Statement becomes effective under the 1933 Act and at all times subsequent thereto, thereto up to and including each Monthly Closing, the Registration Statement and the Prospectus will comply in all material respects with the requirements of the 1933 Act, the SEC Regulations, the Commodity Exchange Act, as amended (the “CEAct”), the rules and regulations adopted by the Commodity Futures Trading Commission (the “CFTC”) under the CEAct (the “CFTC Rules”), and the rules of the FINRA NASD and the NFA. As of its effective date, the Registration Statement will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date of issue and as of at each Monthly Closing, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any supplemental sales literature employed in the offering the of Units (“"Sales Literature”"), when read in conjunction with the Prospectus, as of its date of issue did not and as of each Monthly Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. Any The Sales Literature complies and will comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, SEC Regulations, and the rules of the FINRA NFA and the NFANASD. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement, Prospectus, Prospectus or Sales Literature relating to the Selling Agent or made in reliance upon and in conformity with information furnished by or relating to the Selling AgentTrading Advisor, its trading methods or its trading performance, or any information furnished by or relating to the Commodity Brokers. (g) The accountants who certified the financial statements filed with the SEC as part of the Registration Statement are, with respect to the General Partner and the Partnership, independent public accountants as required by the 1933 Act and the SEC Regulations. (h) The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position positions of the Partnership and of the General Partner as of the dates indicated; and, to the best of its knowledge, and said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein). (i) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, whether or not arising in any the ordinary course of business. (j) The General Partner will have a net worth at each Monthly Closing sufficient in amount and satisfactory in form to meet the net worth requirements set forth in the Limited Partnership Agreement and will maintain its minimum investment in Units of General Partnership Interest as provided in the Limited Partnership Agreement. (k) The Limited Partnership Agreement, the Management Agreement and this Agreement have each been duly and validly authorized, executed, executed and delivered by the General Partner on behalf of the Partnership and the General Partner, and each constitutes a valid and binding agreement of the Partnership and of the General Partner, enforceable in accordance with its terms. The Escrow Agreement has been duly and validly authorized, executed and delivered by the General Partner on behalf of the Partnership, and constitutes a valid and binding agreement of the Partnership, enforceable in accordance with its terms. As of the First Closing, the Customer Agreements will be duly and validly authorized, executed and delivered by the General Partner on behalf of the Partnership. (l) The execution and delivery of the Limited Partnership Agreement, the Escrow Agreement, the Customer Agreements, the Management Agreement, and this Agreement, the incurrence of the obligations set forth in each of such agreements, and the consummation of the transactions contemplated therein and in the Registration Statement and Prospectus, will not violate, or constitute a breach of, or default under, the General Partner's certificate of incorporation or bylaws of the General Partnerbylaws, the Certificate of Limited Partnership or Partnership, the Limited Partnership Agreement of the PartnershipAgreement, or any other agreement or instrument by which either the General Partner or the Partnership, as the case may be, is bound, or any law, order, rule, or regulation applicable to the General Partner or the Partnership of any court, governmental body, administrative agency, panel, or self-regulatory organization having jurisdiction over the General Partner or the Partnership. (m) Except as set forth in the Registration Statement or the Prospectus, there has not been in the five years preceding the date of the Prospectus and there is not pending or, to the best of the General Partner’s 's knowledge, threatened, any action, suit, or proceeding at law or in equity before or by any court, governmental body, administrative agency, panel, or self-regulatory organization to which the Partnership, the General Partner, or any of the “"principals” " of the General Partner, as defined in CFTC Rule 4.10(e) (“"General Partner Principals”"), or the Partnership is or was a party, or to which any of the assets of the General Partner or the Partnership is or was subject; and neither the General Partner nor any General Partner Principal has received any notice of an investigation by the NFA, NASD, SEC, CFTC, FINRA, or NFA CFTC regarding non-compliance by any of the General Partner, the General Partner Principals, or the Partnership with the 1933 Act, the SEC Regulations, the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), any other federal securities laws, rules or regulations, the CEAct, the CFTC Rules, or the rules Rules of the FINRA NASD or the NFA, which action, suit, proceeding, or investigation resulted or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the General Partner or the Partnership, or which could be material to an investor’s 's decision to invest in the Partnership. (n) The General Partner and each “"principal” " of the General Partner, as defined in CFTC Rule 3.1(a), have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings and registrations with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus, or required to perform their obligations under the Limited Partnership Agreement, the Futures Account Agreement dated March 11Customer Agreements, 2008 by and between the Partnership and Newedge FinancialEscrow Agreement, Inc. the Management Agreement, and this Agreement, as applicable. The General Partner is registered as a commodity pool operator (“CPO”) and introducing broker (“IB”) under the CEAct and is a member of the NFA as a commodity pool operator and introducing broker. The General Partner is also registered as a broker-dealer and investment advisor with the SEC and is a member of FINRAoperator. The General Partner’s 's principals identified in the Prospectus are all of the General Partner Principals. (o) To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the General Partner and the General Partner Principals as a CPO are disclosed in the Prospectus. To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEAct by the Trading Advisor and the Trading Advisor’s Principals as a CTA are disclosed in the Prospectus.