Exhibit 10.05(b) AMENDMENT NO.2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have...

Exhibit 10.05(b)
AMENDMENT NO.2
TO
AMENDED AND RESTATED CUSTOMER AGREEMENT
      WHEREAS, XXXXXX XXXXXXX CHARTER XXXXXX X.X., a Delaware limited
partnership (the "Customer"), and XXXXXX XXXXXXX
 XX INC., a Delaware corporation
("Xxxxxx Xxxxxxx XX"), have agreed to amend the Amended and Restated Customer
Agreement, dated as of the 13th day of November
 2000, as amended by Amendment No. 1 to the
Customer Agreement, dated July 31, 2003 (the "Customer
 Agreement"), by and between the
Customer and Xxxxxx Xxxxxxx XX, to reduce the monthly
 brokerage fee payable to Xxxxxx
Xxxxxxx XX and to amend the address of the Customer
and the address of Xxxxxx Xxxxxxx XX.
      WHEREAS, all provisions contained in the Customer
 Agreement remain in full force and
effect and are modified only to the extent necessary to
 provide for the amendments set forth
below.
      NOW, THEREFORE, the parties hereto hereby amend the Customer Agreement as
follows:
1.	The monthly brokerage fee percentage of 1/12 of 6.25% (a 6.25% annual rate)
referred to in the first paragraph of Section 5 of the Customer Agreement is
hereby reduced to 1/12 of 6.00% (a 6.00% annual rate).
2.	The address of the Customer referred to in Section 13 is hereby changed to:

Xxxxxx Xxxxxxx Charter Xxxxxx X.X.
c/o Demeter Management Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:	Xxxxxxx X. Xxxxxxx
	President
3.	The address of Xxxxxx Xxxxxxx XX referred to in Section 13 is hereby changed
to:
Xxxxxx Xxxxxxx XX Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:	Xxxxxxx X. Xxxxxxx
	Managing Director
4.	The foregoing amendments shall take effect as of the 1st day of July 2005.



      
      IN WITNESS WHEREOF, this Amendment to the Customer Agreement has been
executed for and on behalf of the undersigned as of the 1st day of July 2005.

XXXXXX XXXXXXX CHARTER XXXXXX X.X.

By:	  Demeter Management Corporation,
	  General Partner

By:	/s/  Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	President

XXXXXX XXXXXXX XX INC.

By:	/s/  Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director
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