0000890163-07-000190 Sample Contracts

FORM OF RESIGNATION AND APPOINTMENT OF NEW ESCROW AGENT
Escrow Agreement • March 19th, 2007 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers

Pursuant to Section 4(j) of the Escrow Agreement, the Resigning Escrow Agent hereby notifies the Parties of its resignation as Escrow Agent, effective as of the close of business on the date hereof (the “Effective Time”).

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FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENT
Customer Agreement • March 19th, 2007 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers

WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the “Customer”), and MORGAN STANLEY & CO. INCORPORATED, formerly Morgan Stanley DW Inc., a Delaware corporation (the “Commodity Broker”), have agreed to amend the Customer Agreement, dated as of the 13th day of November 2000, as amended and supplemented from time to time, (the “Customer Agreement”), by and between the Customer and the Commodity Broker, to reflect the merger of Morgan Stanley DW Inc. into Morgan Stanley & Co. Incorporated, and to amend the rate of interest income credited to the Customer’s account by the Commodity Broker. Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Customer Agreement.

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