AMENDMENT NO. 4 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT

EXHIBIT 1.01(d)

AMENDMENT NO. 4 TO

XXXXXX XXXXXXX CHARTER SERIES

AMENDED AND RESTATED SELLING AGREEMENT

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 Xxxxxx Xxxxxxx Charter Xxxxxx X.X. (“Charter Xxxxxx”), Xxxxxx Xxxxxxx Charter Millburn L.P. (“Charter Millburn”), Xxxxxx Xxxxxxx Charter MSFCM L.P. (“Charter MSFCM”), (collectively, the “Partnerships” and each individually, a “Partnership”), Demeter Management Corporation (the “General Partner”), and Xxxxxx Xxxxxxx XX Inc. (“Xxxxxx Xxxxxxx XX”) 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 otherwise defined herein have the meaning ascribed to such term in the Selling Agreement.

1. Effective May 1, 2006, the General Partner will no longer accept Subscription Agreements for the purchase of Units of Xxxxxx Xxxxxxx Charter Xxxxxxxx X.X. pursuant to a cash purchase, a Charter Series Exchange or a Non-Charter Series Exchange. In such connection, all references in the Selling Agreement to “Partnership” or “Partnerships” as of May 1, 2006 shall be deemed to be mean Charter Xxxxxx, Charter Millburn and Charter MSFCM.

IN WITNESS WHEREOF, this Amendment to the Amended and Restated Selling Agreement has been executed for and on behalf of the undersigned as of the 30th day of March 2006.

Accepted and Agreed:	XXXXXX XXXXXXX CHARTER XXXXXX X.X.
XXXXXX XXXXXXX XX INC.	By:    Demeter Management Corporation, General Partner
By:/s/ Xxxxxxx X. Rothman______ Name: Xxxxxxx X. Xxxxxxx Title: Managing Director	By:     /s/ Xxxxxxx X. Rothman___________ Name: Xxxxxxx X. Xxxxxxx Title: President
	XXXXXX XXXXXXX CHARTER MILLBURN L.P.
	By:    Demeter Management Corporation, General Partner
	By:     /s/ Xxxxxxx X. Rothman___________ Name: Xxxxxxx X. Xxxxxxx Title: President
	XXXXXX XXXXXXX CHARTER MSFCM L.P.
	By:     Demeter Management Corporation, General Partner
	By:     /s/ Xxxxxxx X. Rothman___________ Name: Xxxxxxx X. Xxxxxxx Title: President
	DEMETER MANAGEMENT CORPORATION
	By:     /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President