0000890163-06-000176 Sample Contracts

AMENDMENT NO. 4 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT
Selling Agreement • April 3rd, 2006 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers

The Amended and Restated Selling Agreement, dated as of July 29, 2002, as amended by Amendment No. 1 to the Amended and Restated Selling Agreement, dated February 26, 2003, as amended by Amendment No. 2 to the Amended and Restated Selling Agreement, dated April 28, 2004 and as further amended by Amendment No. 3 to the Amended and Restated Selling Agreement, dated July 15, 2005 (the “Selling Agreement”), among Morgan Stanley Charter Graham L.P. (“Charter Graham”), Morgan Stanley Charter Millburn L.P. (“Charter Millburn”), Morgan Stanley Charter MSFCM L.P. (“Charter MSFCM”), (collectively, the “Partnerships” and each individually, a “Partnership”), Demeter Management Corporation (the “General Partner”), and Morgan Stanley DW Inc. (“Morgan Stanley DW”) is hereby amended as set forth below. All provisions contained in the Selling Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendments set forth below. Terms used and not otherwis

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