UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2007 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________to___________________
Commission file number 0-25603
MORGAN STANLEY CHARTER GRAHAM L.P.
(Exact name of registrant as specified in its Limited Partnership Agreement)
DELAWARE 13-4018068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY 10036
(Address of principal executive offices) (Zip Code)
Registrant?s telephone number, including area code (212) 296-1999
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant?s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of ?accelerated
filer and large accelerated filer? in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer___ Accelerated filer____ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes No X
State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which Units were sold as of the last
business day of the registrant?s most recently completed second fiscal quarter:
$443,841,741 at June 30, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2007
<caption> Page No.
<s> <c>
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . 1
Part I .
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . 2-6
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . .6
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . 6
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 7
Part II.
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . .8-9
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . .10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . .11-31
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . . . . 31-44
Item 8. Financial Statements and Supplementary Data. . . . . . . . .45
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . .45
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . 45-48
Item 9A(T). Controls and Procedures . . . . . . . . . . . . . . . . . 48
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . .48
Part III.
Item 10. Directors, Executive Officers and Corporate
Governance . . . . . . . . . . . . . . . . . . . . . . . 49-56
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . .56
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters. . . . . .56-57
Item 13. Certain Relationships and Related Transactions,
and Director Independence. . . . . . . . . . . . . . . . . .57
Item 14. Principal Accountant Fees and Services . . . . . . . . . 57-59
Part IV.
Item 15. Exhibits and Financial Statement Schedules . . . . . . . 60-61
</table>
<page>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference
as follows:
Documents Incorporated Part of Form 10-K
Partnership?s Prospectus dated
April 2, 2007 I
Partnership?s Supplement to the
Prospectus dated December 17, 2007 I
Annual Report to Morgan Stanley
Charter Series Limited Partners
for the year ended December 31, 2007 II, III, and IV
<page> PART I
Item 1. BUSINESS
(a) General Development of Business. Morgan Stanley Charter Graham
L.P. (?the Partnership?) is a Delaware limited partnership
organized in 1998 to engage primarily in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on physical commodities and other commodity interests,
including, but not limited to, foreign currencies, financial
instruments, metals, energy, and agricultural products. The
Partnership commenced trading operations on March 1, 1999. The
Partnership is one of the Morgan Stanley Charter series of funds,
comprised of the Partnership, Morgan Stanley Charter WCM L.P.,
Morgan Stanley Charter Aspect L.P., and Morgan Stanley Charter
Campbell L.P. which effective May 1, 2006, no longer accepts
subscriptions and exchanges of units of limited partnership
interest (?Unit(s)?) from any other Charter series of funds for
Units of Morgan Stanley Charter Campbell L.P. (collectively, the
?Charter Series?).
The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The commodity brokers are Morgan Stanley
& Co. Incorporated (?MS&Co.?) and Morgan Stanley & Co.
International plc (?MSIP?). MS&Co. also acts as the counterparty
on all trading of foreign currency forward contracts. MSIP serves
as the commodity broker for trades on the London Metal Exchange.
The commodity brokers prior to April 1, 2007, were Morgan Stanley
<page> DW Inc. (?Morgan Stanley DW?), MS&Co., and MSIP. Demeter,
MS&Co., and MSIP are wholly-owned subsidiaries of Morgan Stanley.
Graham Capital Management, L.P. (the ?Trading Advisor?) is the
trading advisor to the Partnership.
Effective April 1, 2007, Morgan Stanley DW merged into MS&Co.
Upon completion of the merger, the surviving entity, MS&Co.,
became the Partnership?s principal U.S. commodity broker-dealer.
Effective April 13, 2007, Morgan Stanley & Co. International
Limited changed its name to Morgan Stanley International plc.
Units are sold at monthly closings at a purchase price equal to
100% of the net asset value per Unit as of the close of business
on the last day of each month.
The managing underwriter for the Partnership is MS&Co. (Morgan
Stanley DW, prior to April 1, 2007).
The Partnership began the year at a net asset value per Unit of
$19.46 and returned 13.2% to $22.02 on December 31, 2007. For a
more detailed description of the Partnership?s business, see
subparagraph (c).
(b) Financial Information about Segments. For financial informa-
tion reporting purposes, the Partnership is deemed to engage in
<page> one industry segment, the speculative trading of futures,
forwards, and options. The relevant financial information is
presented in Items 6 and 8.
(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures, forwards, and options
pursuant to trading instructions provided by the Trading Advisor.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
prospectus, dated April 2, 2007 (the ?Prospectus?), and the
Partnership?s supplement to the Prospectus dated December 17, 2007
(the ?Supplement?), incorporated by reference in this Form 10-K,
set forth below.
Facets of Business
1. Summary 1. "Summary" (Pages 1-10 of
the Prospectus and Pages
S-1 ? S-2 of the Supplement).
2. Futures, Options, and 2. "The Futures, Options, and
Forwards Markets Forwards Markets? (Pages
117-121 of the Prospectus).
3. Partnership's Trading 3. "Use of Proceeds? (Pages
Arrangements and 25-26 of the Prospectus
Policies and Page S-6 of the Supple-
ment). ?The Trading Advisors?
(Pages 64-87 of the Prospec-
tus and Pages S-28 ? S-40 of
the Supplement).
<page>
4. Management of the Part- 4. "The Trading Advisors ?
nership Management Agreements?
(Page 64 of the Pros-
pectus). ?The General
Partner? (Pages 60-63 of
the Prospectus and Page
S-27 of the Supplement).
?The Commodity Brokers?
(Pages 91-92 of the
Prospectus) and ?The
Limited Partnership Agree-
ments? (Pages 97-100 of the
Prospectus).
5. Taxation of the Partner- 5. "Material Federal Income
ship's Limited Partners Tax Considerations" and
?State and Local Income Tax
Aspects" (Pages 107-115
of the Prospectus).
(d) Financial Information about Geographic Areas. The Partnership
has not engaged in any operations in foreign countries; however,
the Partnership (through the commodity brokers) enters into
forward contract transactions where foreign banks are the
contracting party and trades futures, forwards, and options on
foreign exchanges.
(e) Available Information. The Partnership files an annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to these reports with the
Securities and Exchange Commission (?SEC?). You may read and copy
any document filed by the Partnership at the SEC?s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
Public Reference Room. The Partnership does not maintain an
<page> internet website, however, the Partnership?s SEC filings
are available to the public from the EDGAR database on the SEC?s
website at ?http://www.sec.gov?. The Partnership?s CIK number is
0001066656.
Item 1A. RISK FACTORS
The Partnership is in the business of speculative trading of
futures, forwards, and options. For a detailed description of
the risks that may affect the Partnership or the limited
partnership interests offered by the Partnership, see those
portions of the Partnership?s Prospectus dated April 2, 2007, and
the Partnership?s Supplement dated December 17, 2007,
incorporated by reference in this Form 10-K, set forth in the
?Risk Factors? section of the Prospectus at pages 11-16 and the
?Risk Factors? section of the Supplement at pages S-3 - S-4.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2. PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of MS&Co. The MS&Co. offices utilized by the
Partnership are located at 522 Fifth Avenue, 13th Floor, New York,
NY 10036.
<page> Demeter changed its address in June 2007 from 330 Madison
Avenue, 8th Floor, New York, NY 10017 to 522 Fifth Avenue, 13th
Floor, New York, NY 10036.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<page> PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
(a) Market Information. There is no established public trading
market for Units of the Partnership.
(b) Holders. The number of holders of Units at December 31, 2007,
was approximately 12,694.
(c) Distributions. No distributions have been made by the Partner-
ship since it commenced trading operations on March 1, 1999.
Demeter has sole discretion to decide what distributions, if any,
shall be made to investors in the Partnership. Demeter currently
does not intend to make any distributions of the Partnership?s
profits.
(d) Securities Sold; Consideration. Units are continuously sold
at monthly closings at a purchase price equal to 100% of the net
asset value per Unit as of the close of business on the last day
of each month.
The aggregate price of the Units sold through December 31, 2007,
was $728,802,722.
<page> <table>
(e) Underwriter. The managing underwriter for the Partnership is
MS&Co. (Morgan Stanley DW, prior to April 1, 2007).
(f) Use of Proceeds.
<caption>
SEC
Registration Statement on Form S-1 Units Registered Effective Date File Number
<s> <c> <c> <c>
Initial Registration 3,000,000.000 November 6, 1998 333-60115
Additional Registration 6,000,000.000 March 27, 2000 333-91563
Additional Registration 2,000,000.000 July 29, 2002 333-85076
Additional Registration 9,000,000.000 February 26, 2003 333-103166
Additional Registration 30,000,000.000 April 28, 2004 333-113876
Total Units Registered 50,000,000.000
Units sold through 12/31/07 38,714,719.572
Units unsold through 12/31/07 11,285,280.428
</table>
Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the "Use of
Proceeds" section of the Prospectus and the Supplement included as
part of the above referenced Registration Statements.
<page> <table>
Item 6. SELECTED FINANCIAL DATA (in dollars)
<caption>
For the Years Ended December 31,
2007 2006 2005 2004 2003
<s> <c> <c> <c> <c> <c>
Total Trading
Results including
interest income 84,308,915 53,330,934 (42,632,520) 46,935,381 47,428,993
Net Income (Loss) 50,906,801 19,292,183 (78,211,095) 12,451,485 27,245,238
Net Income (Loss)
Per Unit (Limited
& General Partners) 2.56 0.86 (3.56) 0.28 3.04
Total Assets 447,241,975 434,681,492 439,560,867 485,512,885 275,757,181
Total Limited
Partners'
Capital 435,434,673 415,478,418 416,811,790 471,290,914 267,851,230
Net Asset Value
Per Unit 22.02 19.46 18.60 22.16 21.88
</table>
<page>Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity. The Partnership deposits its assets with Morgan Stanley
DW (through March 31, 2007), MS&Co., and MSIP as commodity brokers
in separate futures, forwards, and options trading accounts
established for the Trading Advisor. Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the Commodity Futures Trading Commission for
investment of customer segregated or secured funds. Since the
Partnership?s sole purpose is to trade in futures, forwards, and
options, it is expected that the Partnership will continue to own
such liquid assets for margin purposes.
The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid. Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?. Trades may not be executed at prices beyond the daily
limit. If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
<page> trading. These market conditions could prevent the
Partnership from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.
There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.
There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.
Capital Resources. The Partnership does not have, nor does it
expect to have, any capital assets. Redemptions, exchanges, and
sales of Units in the future will affect the amount of funds
available for investments in futures, forwards, and options in
subsequent periods. It is not possible to estimate the amount,
and therefore the impact, of future inflows and outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.
Results of Operations
General. The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements in the futures, forwards, and options
markets. The following presents a summary of the Partnership's
operations for each of the three years in the period ended
December 31, 2007, and a general discussion of its trading
activities during each period. It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Advisor's trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
The Partnership?s results of operations set forth in the Financial
Statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require
the use of certain accounting policies that affect the amounts
<page> reported in these Financial Statements, including the
following: The contracts the Partnership trades are accounted for
on a trade-date basis and marked to market on a daily basis. The
difference between their cost and market value is recorded on the
Statements of Operations as ?Net change in unrealized trading
profit (loss)? for open (unrealized) contracts, and recorded as
?Realized trading profit (loss)? when open positions are closed
out. The sum of these amounts constitutes the Partnership?s
trading results. The market value of a futures contract is the
settlement price on the exchange on which that futures contract is
traded on a particular day. The value of a foreign currency
forward contract is based on the spot rate as of the close of
business. Interest income, as well as management fees, incentive
fees, and brokerage fees expenses of the Partnership are recorded
on an accrual basis.
Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.
The Partnership recorded total trading results including interest
income totaling $84,308,915 and expenses totaling $33,402,114,
resulting in net income of $50,906,801 for the year ended December
31, 2007. The Partnership?s net asset value per Unit increased
from $19.46 at December 31, 2006, to $22.02 at December 31, 2007.
<page> Total redemptions and subscriptions for the year were
$85,485,512 and $54,876,900, respectively, and the Partnership?s
ending capital was $440,273,980 at December 31, 2007, an increase
of $20,298,189 from ending capital at December 31, 2006, of
$419,975,791.
The most significant trading gains of approximately 8.2% were
recorded in the global interest rate sector, primarily during
January, April, May, and June from short positions in European
and U.S. interest rate futures as prices trended lower amid solid
economic data, rising equity prices, and surging home prices in
the United Kingdom and the United States, which reduced demand
for the ?safe haven? of fixed-income investments. Further gains
were recorded during November from newly established long
positions in European and U.S. fixed-income futures as prices
increased following a sharp decline in global equity markets and
forecasts of deeper losses related to sub-prime investments,
which fueled speculation that the U.S. Federal Reserve and Bank
of England might need to reduce borrowing costs in response to
widespread fears of an economic decline. Within the currency
sector, gains of approximately 7.0% were experienced primarily
during April, May, and June from short positions in the U.S.
dollar versus most of its major rivals, notably the Turkish lira,
Brazilian real, euro, and Canadian dollar, as the value of the
U.S. dollar declined relative to these currencies amid news that
foreign central banks had diversified their currency holdings to
<page> non-U.S. dollar-denominated assets and fears that an
economic slowdown in the United States might lead the U.S.
Federal Reserve to lower interest rates. Meanwhile, the value of
the Canadian dollar, also known as a ?commodity currency?, moved
higher in the wake of consistently rising commodity prices.
During September and October, the value of the U.S. dollar
continued to decline against the aforementioned currencies
leading up to and after the U.S. Federal Reserve?s decision to
reduce its benchmark interest rate to 4.5%, as well as on
indications for further rate reductions in the near-term. Within
the energy markets, gains of approximately 1.2% were experienced
primarily during June, July, September, October, and December
from long futures positions in crude oil and its related products
as prices trended higher due to persistent concerns that
instability in Iraq and tension regarding Iran?s nuclear program
might negatively affect global supply. In addition, energy
prices increased due to continued weakness in the value of the
U.S. dollar as U.S. dollar-denominated assets became more
attractive to investors. Additional gains of approximately 0.6%
were recorded within the global stock index sector, primarily
during January, April, and May from long positions in German and
Hong Kong equity index futures as prices increased on continued
optimism about the future of the global economy, as well as
strong corporate earnings and increased merger and acquisition
activity. In addition, Hong Kong equity index futures prices
increased in September amid strength in the technology sector.
<page> Smaller gains of approximately 0.3% were recorded in the
agricultural markets, primarily during February, August, and
September from long futures positions in the soybean complex as
prices increased amid news of persistent demand and concerns that
hot, dry weather in U.S. growing regions might have damaged
crops. Further gains were experienced during December as prices
continued to move higher amid speculation that the rising cost of
oil might boost demand for alternative biofuels made from crops.
Elsewhere, long positions in the wheat futures resulted in gains
as prices increased during September due to persistently strong
international demand and fears of a shortage in supply. A
portion of the Partnership?s gains for the year was offset by a
loss of approximately 0.9% within the metals sector, primarily
during January, February, and May from long positions in copper,
aluminum, and zinc futures as prices declined following news that
the Chinese government might raise export taxes for base metals,
while rising production and inventories might create a global
surplus. Additional losses were experienced during November from
both short and long futures positions in copper as prices moved
without consistent direction due to conflicting data regarding
supply and demand.
The Partnership recorded total trading results including interest
income totaling $53,330,934 and expenses totaling $34,038,751,
resulting in net income of $19,292,183 for the year ended December
31, 2006. The Partnership?s net asset value per Unit increased
<page> from $18.60 at December 31, 2005, to $19.46 at December 31,
2006. Total redemptions and subscriptions for the year were
$104,826,253 and $84,188,382 respectively, and the Partnership?s
ending capital was $419,975,791 at December 31, 2006, a decrease
of $1,345,688 from ending capital at December 31, 2005, of
$421,321,479.
The most significant trading gains of approximately 12.8% were
recorded in the global stock index futures markets from long
positions in European and Hong Kong stock index futures as prices
trended higher during the first quarter on strong corporate
earnings and solid economic data out of the European Union,
Australia, Japan, and the United States. Further gains in the
global stock index futures market were recorded during September
from long positions in European and Pacific Rim equity index
futures as prices climbed higher amid falling oil prices.
Furthermore, prices increased on merger and acquisition activity
and consistently strong economic data out of the Euro-Zone. In
addition, Hong Kong equity index futures prices increased on an
optimistic economic outlook for the region. Further gains were
experienced in the global stock index futures markets during
October from long positions in European and Hong Kong equity
index futures after news of the world?s largest initial public
offering in China. Finally, in December, long positions in
European and Pacific Rim equity index futures resulted in further
gains as prices moved higher on weak energy prices and investor
<page> optimism about the future of the global economy.
Additional gains of approximately 2.9% were experienced in the
metals sector throughout the first half of the year from long
zinc, copper, nickel, aluminum, and gold futures positions. Base
metals prices rallied sharply to record highs amid an increase in
industrial demand from strong global economic growth and limited
production ability, while gold prices rose to 26-year highs due
to continued geopolitical concerns regarding Iran?s nuclear
program and inflation concerns due to high oil prices.
Additional gains were recorded from long positions in zinc and
aluminum futures during October as prices rose amid labor
protests in producer countries and news that inventories had
declined more-than-expected. A portion of the Partnership?s
gains for the year was offset by losses of approximately 5.4%
recorded in the currency sector from long U.S. dollar positions
versus the euro, Swiss franc, and Australian dollar as the U.S.
dollar?s value reversed lower against these currencies on news
that foreign central banks would diversify their currency
reserves away from the U.S. dollar. The U.S. dollar also
weakened on worries regarding the U.S. trade deficit and
speculation that the U.S. Federal Reserve was near the end of its
cycle in interest rate increases. During June, long positions in
the euro versus the U.S. dollar recorded losses as the U.S.
dollar reversed higher against most of its rivals due to
diplomatic developments made between the U.S. and Iran regarding
Iran?s nuclear research program, as well as news confirming the
<page> death of insurgent leader Abu Musab al-Zarqawi in Iraq.
Furthermore, the value of the U.S. dollar continued to move
higher in the days leading up to the U.S. Federal Reserve?s 17th
consecutive interest rate hike on June 29. Additional losses were
incurred during the first and second quarters from both short and
long positions in the Mexican peso relative to the U.S. dollar as
the value of the peso moved without consistent direction amid
political uncertainty in Mexico. Finally, in October, losses
were experienced from long positions in the U.S. dollar versus
the Swiss franc and the euro as the value of the U.S. dollar
declined towards the latter half of the month after the U.S.
Department of Commerce reported slower-than-expected growth in
third quarter U.S. Gross Domestic Product, as well as a faster-
than-expected decline in consumer core inflation. Additional
losses of approximately 2.1% were incurred in the agricultural
complex from long positions in wheat futures as prices fell
during March on forecasts for above-average rainfall in U.S.
growing regions. Additional losses were recorded during June from
long positions in wheat as prices moved lower on favorable
weather forecasts across the U.S. growing regions and reports
from the U.S. Department of Agriculture showing improved crop
conditions. Elsewhere in the agricultural complex, losses were
incurred from short positions in coffee futures as prices
reversed higher amid large U.S. export sales and news of a
smaller-than-expected crop from Brazil. Within the global
interest rate sector, losses of approximately 1.3% were incurred
<page> largely from short positions in U.S. and Japanese fixed-
income futures in August as prices increased on higher demand
amid concerns of a slowing global economy and news that Iran
would continue its nuclear research program. U.S. interest rate
futures prices were also pressured higher by government reports
showing a slow-down in the U.S. economy and soft inflation data,
which boosted expectations that the U.S. Federal Reserve would
hold interest rates steady. Further losses were incurred from
long positions in Japanese fixed income futures during December
as prices fell after the Tankan survey showed business confidence
unexpectedly improved to a two-year high. Smaller losses of
approximately 0.2% were incurred in the energy sector primarily
during March from short positions in crude oil and unleaded gas
futures as prices increased early in the month on supply fears
fueled by news of geopolitical tensions in Nigeria and Iran.
Prices then continued to move higher towards the end of March on
concerns regarding the possibility of economic sanctions by the
United Nations against Iran, one of the world's largest oil
producers. Further losses were recorded during November from
short positions in crude oil futures and its related products as
prices rose on supply concerns after a major Nigerian facility
ceased production following a hostage situation.
The Partnership recorded total trading results including interest
income totaling $(42,632,520) and expenses totaling $35,578,575,
resulting in a net loss of $78,211,095 for the year ended December
<page> 31, 2005. The Partnership?s net asset value per Unit
decreased from $22.16 at December 31, 2004, to $18.60 at December
31, 2005. Total redemptions and subscriptions for the year were
$104,122,266 and $127,216,962, respectively, and the Partnership?s
ending capital was $421,321,479 at December 31, 2005, a decrease
of $55,116,399 from ending capital at December 31, 2004, of
$476,437,878.
The most significant trading losses of approximately 9.1% were
recorded in the global interest rate futures markets during
February from long positions in long-term U.S. and European
interest rate futures as prices declined in response to strong
global economic data and congressional testimony by U.S. Federal
Reserve Chairman Alan Greenspan, which supported Wall Street
expectations for additional interest rate hikes. In April,
further losses were recorded from short positions in U.S.
interest rate futures as prices reversed higher in a ?flight to
quality? amid weakness in equities. Finally, losses were
experienced throughout the third and fourth quarters from
positions in U.S. and European fixed-income futures as prices
moved without consistent direction amid conflicting economic
data, uncertainty regarding the future interest rate policy of
the U.S. and the European Union, and volatility in energy prices.
Additional losses of approximately 6.5% were recorded in the
currency markets, primarily from positions in the euro relative
to the Japanese yen, the U.S. dollar, and the British pound.
<page> During January, long positions in the euro versus most of
its rivals incurred losses as the value of the euro reversed
sharply lower in what many analysts described as a ?corrective?
move after its strong upward trend during the fourth quarter of
2004. This decline in the value of the euro was attributed to
weak economic data out of the European Union. Additional losses
were incurred during August from short positions in the euro
versus the U.S. dollar, British pound, and Japanese yen as the
value of the euro advanced against its major rivals in response
to strong signals of Euro-Zone economic improvement. In
December, short positions in the euro against the U.S. dollar
resulted in losses as the value of the euro increased on the
possibility that the European Central Bank could raise interest
rates in 2006. Elsewhere in the currency markets, losses
resulted from positions in the South African rand, New Zealand
dollar, and Australian dollar relative to the U.S dollar
primarily during January, as the value of the U.S. dollar moved
erratically amid speculation that U.S. interest rates were likely
to continue to rise and on fears that the re-valuation of the
Chinese yuan was farther away than expected. Additional losses
were incurred during December from long positions in the New
Zealand dollar relative to the U.S. dollar as the value of the
New Zealand dollar declined on weaker-than-expected economic
growth data and investor confidence that further interest rate
hikes from the Reserve Bank of New Zealand were unlikely.
Additional losses of approximately 1.2% were incurred in the
<page> agricultural complex primarily during April from long
futures positions in wheat as prices fell in response to
favorable weather in growing regions, improved crop conditions,
and reduced foreign demand. Elsewhere in the agricultural
complex, losses were incurred from long positions in cotton
futures during May as prices declined on news of weak demand in
China. Smaller losses were experienced from positions in soybean
meal futures through a majority of the year. In the energy
markets, losses of approximately 0.2% were recorded during
January from short futures positions in crude oil as prices moved
higher amid speculation that OPEC would move to cut production
later in the month and on forecasts for cold winter weather in
the Northeastern U.S. In April, long futures positions in crude
oil incurred losses after prices reversed lower as U.S.
government data pointed to greater production activity by
refiners and rising supplies. Prices were also pressured lower
by the release of slower demand growth forecasts. Further losses
were experienced during June, September, October, and December
from both long and short positions in crude oil futures as prices
moved without consistent direction amid conflicting news
regarding supply and demand, as well as due to weather related
factors. A portion of the Partnership?s overall losses for the
year was offset by gains of approximately 3.7% recorded in the
global stock index futures markets during February from long
positions in European and Japanese equity index futures as
prices moved higher early in the month amid the elections in Iraq
<page> and lower-than-expected unemployment data out of the U.S.
Equity prices in Japan were also pressured higher when positive
economic data painted a brighter picture of the Far East Region?s
economy. In June, further gains were recorded from long positions
in European equity index futures as prices rallied on the
perception that weakness in the euro could stimulate the European
economy. Prices were also bolstered by strong economic data out
of the U.S. and news of a trade deal between the European Union
and China that would avoid tariffs and manage the growth of
Chinese textile imports to Europe through the end of 2008.
During July, long positions in European and Japanese equity index
benefited as prices increased on positive economic data out of
the U.S. and Japan. Prices continued to strengthen after China
reformed its U.S. dollar currency peg policy, leading market
participants to conclude that a re-valuation of the Chinese yuan
would likely ease trade tensions between China, the U.S., Europe,
and Japan. In September, long positions in Japanese stock index
futures experienced gains as prices moved sharply higher on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
a soft patch as demonstrated by rising production, improving
business sentiment, and a sustained upturn in consumer spending.
Additional gains resulted from long positions in European stock
index futures amid declining oil prices and as investors embraced
signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast. Finally,
<page> long positions in Japanese and European stock index
futures experienced gains in December as prices increased due to
a decline in energy prices and anticipation that a strong holiday
shopping season would improve the retail sectors of the European
and Japanese economies. Further affecting the value of Japanese
equity prices was strong investor optimism that the Japanese
economy would continue to improve in 2006. Within European stock
indices, prices were pressured higher on the possibility of an
end to U.S. interest rate increases. Within the metals markets,
gains of approximately 0.7% were recorded from long futures
positions in copper and zinc as prices had trended higher
throughout a majority of the year on persistent demand from
China.
For an analysis of unrealized gains and (losses) by contract type
and a further description of 2007 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2007, which is incorporated by reference to Exhibit
13.01 of this Form 10-K.
The Partnership's gains and losses are allocated among its
partners for income tax purposes.
Off-Balance Sheet Arrangements and Contractual Obligations.
The Partnership does not have any off-balance sheet arrangements,
nor does it have contractual obligations or commercial
<page> commitments to make future payments that would affect its
liquidity or capital resources.
Market Risk.
The Partnership is a party to financial instruments with elements
of off-balance sheet market and credit risk. The Partnership
trades futures contracts, options on futures contracts, and
forward contracts on physical commodities and other commodity
interests, including, but not limited to, foreign currencies,
financial instruments, metals, energy, and agricultural products.
In entering into these contracts, the Partnership is subject to
the market risk that such contracts may be significantly
influenced by market conditions, such as interest rate volatility,
resulting in such contracts? being less valuable. If the markets
should move against all of the positions held by the Partnership
at the same time, and the Trading Advisor was unable to offset
positions of the Partnership, the Partnership could lose all of
its assets and the limited partners would realize a 100% loss.
In addition to the Trading Advisor's internal controls, the
Trading Advisor must comply with the Partnership?s trading
policies that include standards for liquidity and leverage that
must be maintained. The Trading Advisor and Demeter monitor the
Partnership's trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Advisor to
<page> modify positions of the Partnership if Demeter believes
they violate the Partnership's trading policies.
Credit Risk.
In addition to market risk, in entering into futures, forward, and
options contracts, there is a credit risk to the Partnership that
the counterparty on a contract will not be able to meet its
obligations to the Partnership. The ultimate counterparty or
guarantor of the Partnership for futures, forward, and options
contracts, traded in the United States and most foreign exchanges
on which the Partnership trades is the clearinghouse associated
with such exchange. In general, a clearinghouse is backed by the
membership of the exchange and will act in the event of non-
performance by one of its members or one of its member?s
customers, which should significantly reduce this credit risk.
There is no assurance that a clearinghouse, exchange, or other
exchange member will meet its obligations to the Partnership, and
Demeter and the commodity brokers will not indemnify the
Partnership against a default by such parties. Further, the law is
unclear as to whether a commodity broker has any obligation to
protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades affected for the broker?s
customers. In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.
<page> Demeter deals with these credit risks of the Partnership
in several ways. First, Demeter monitors the Partnership?s
credit exposure to each exchange on a daily basis. The commodity
brokers inform the Partnership, as with all of their customers,
of the Partnership?s net margin requirements for all of its
existing open positions, and Demeter has installed a system which
permits it to monitor the Partnership?s potential net credit
exposure, exchange by exchange, by adding the unrealized trading
gains on each exchange, if any, to the Partnership?s margin
liability thereon.
Second, the Partnership?s trading policies limit the amount of its
Net Assets that can be committed at any given time to futures
contracts and require a minimum amount of diversification in the
Partnership?s trading, usually over several different products and
exchanges. Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total Net Assets and on those relatively few occasions where the
Partnership?s credit exposure climbs above such level, Demeter
deals with the situation on a case by case basis, carefully
weighing whether the increased level of credit exposure remains
appropriate. Material changes to the trading policies may be made
only with the prior written approval of the limited partners
owning more than 50% of Units then outstanding.
<page> Third, with respect to forward contract trading, the
Partnership trades with only those counterparties which Demeter,
together with MS&Co., has determined to be creditworthy. The
Partnership presently deals with MS&Co. as the sole counterparty
on all trading of foreign currency forward contracts.
For additional information, see the ?Financial Instruments?
section under ?Notes to Financial Statements? in the
Partnership?s Annual Report to Limited Partners for the year
ended December 31, 2007, which is incorporated by reference to
Exhibit 13.01 of this Form 10-K.
Inflation has not been a major factor in the Partnership?s
operations.
New Accounting Developments.
In July 2006, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement 109" ("FIN
48"). FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements. FIN 48
became effective for the Partnership as of January 1, 2007. The
Partnership has determined that the adoption of FIN 48 did not
have a material impact on the Partnership?s Financial Statements.
The Partnership files U.S. federal and state tax returns. The
<page> 2004 through 2007 tax years generally remain subject to
examination by U.S. federal and most state tax authorities.
In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. SFAS No. 157 is
effective for the Partnership as of January 1, 2008. The impact to
the Partnership?s Financial Statements, if any, is currently being
assessed.
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options. The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss. Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.
The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk. Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
<page> instruments and commodities, factors that result in
frequent changes in the fair value of the Partnership?s open
positions, and consequently in its earnings, whether realized or
unrealized, and cash flow. Gains and losses on open positions of
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts are settled daily through
variation margin. Gains and losses on off-exchange-traded forward
currency contracts are settled upon termination of the contract.
However, the Partnership is required to meet margin requirements
equal to the net unrealized loss on open forward currency
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at MS&Co.
The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
<page> Partnership typically to be many times the total
capitalization of the Partnership.
The Partnership?s past performance is no guarantee of its future
results. Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading. The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experiences to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VaR?) tables
disclosed.
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.
Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partner-
ship?s market risk exposures contain ?forward-looking statements?
within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation
Reform Act of 1995 (set forth in Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934). All quantitative disclosures in this section are deemed
to be forward-looking statements for purposes of the safe harbor,
except for statements of historical fact.
<page>
The Partnership accounts for open positions on the basis of mark
to market accounting principles. Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.
The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio. The VaR model takes into account
linear exposures to risks including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
these variables. The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
or other market factors (?market risk factors?) to which the
portfolio is sensitive. The one-day 99% confidence level of the
Partnership?s VaR corresponds to the negative change in portfolio
value that, based on observed market risk factors, would have been
exceeded once in 100 trading days, or one day in 100. VaR
typically does not represent the worst case outcome. Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period. This generates a probability
<page> distribution of daily ?simulated profit and loss? outcomes.
The VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.
The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve. Please note that the VaR model
is used to numerically quantify market risk for historic reporting
purposes only and is not utilized by either Demeter or the Trading
Advisor in their daily risk management activities. Please further
note that VaR as described above may not be comparable to
similarly-titled measures used by other entities.
The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at December 31, 2007 and 2006.
At December 31, 2007 and 2006, the Partnership?s total
<page> capitalization was approximately $440 million and $420
million, respectively.
Primary Market December 31, 2007 December 31, 2006
Risk Category Value at Risk Value at Risk
Currency (1.10)% (2.61)%
Equity (0.15) (3.14)
Interest Rate (0.11) (1.31)
Commodity (0.30) (0.27)
Aggregate Value at Risk (1.09)% (4.19)%
The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories
due to the diversification benefit across asset classes.
Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day. Such changes could
positively or negatively materially impact market risk as
measured by VaR.
The table below supplements the December 31, 2007, VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
<page> as a percentage of total Net Assets for the four quarter-
end reporting periods from January 1, 2007, through December 31,
2007.
Primary Market Risk Category High Low Average
Currency (1.37)% (1.09)% (1.22)%
Equity (1.06) (0.07) (0.36)
Interest Rate (1.20) (0.09) (0.56)
Commodity (0.85) (0.20) (0.42)
Aggregate Value at Risk (2.21)% (1.09)% (1.57)%
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
* past changes in market risk factors will not always result
in accurate predictions of the distributions and correlations
of future market movements;
* changes in portfolio value caused by market movements may
differ from those of the VaR model;
* VaR results reflect past market fluctuations applied to
current trading positions while future risk depends on future
positions;
<page>
* VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
* the historical market risk factor data used for VaR
estimation may provide only limited insight into losses that
could be incurred under certain unusual market movements.
In addition, the VaR tables above, as well as the past
performance of the Partnership, give no indication of the
Partnership?s potential ?risk of ruin?.
The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at December 31, 2006, and for the four quarter-
end reporting periods during calendar year 2007. VaR is not
necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.
<page> Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. These balances and any market risk they may represent
are immaterial.
The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co. (Morgan Stanley DW, prior to
April 1, 2007); as of December 31, 2007, such amount is equal to
approximately 98% of the Partnership?s net asset value. A
decline in short-term interest rates would result in a decline in
the Partnership?s cash management income. This cash flow risk is
not considered to be material.
Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ? constitute
forward-looking statements within the meaning of Section 27A of
<page> the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership?s primary market risk exposures, as
well as the strategies used and to be used by Demeter and the
Trading Advisor for managing such exposures, are subject to
numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Partnership?s risk controls
to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the
Partnership at December 31, 2007, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
Currency. The largest market exposure of the Partnership at
December 31, 2007, was to the currency sector. The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs. Interest rate
changes, as well as political and general economic conditions,
<page> influence these fluctuations. The Partnership trades a
large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar. At
December 31, 2007, the Partnership?s major exposures were to the
euro, Japanese yen, Canadian dollar, Australian dollar, Polish
zloty, British pound, and Swiss franc currency crosses, as well
as to outright U.S. dollar positions. Outright positions consist
of the U.S. dollar vs. other currencies. These other currencies
include major and minor currencies. Demeter does not anticipate
that the risk associated with the Partnership?s currency trades
will change significantly in the future.
Equity. At December 31, 2007, the Partnership had market
exposure to the global stock index sector, primarily to equity
price risk in the G-7 countries. The G-7 countries consist of
France, the U.S., Britain, Germany, Japan, Italy, and Canada.
The stock index futures traded by the Partnership are by law
limited to futures on broadly-based indices. At December 31,
2007, the Partnership?s primary market exposures were to the DAX
(Germany), IBEX 35 (Spain), CAC 40 (France), Euro Stoxx 50
(Europe), NIKKEI 225 (Japan), FTSE 100 (United Kingdom), and Dow
Jones (U.S.) stock indices. The Partnership is typically exposed
to the risk of adverse price trends or static markets in the
European, Japanese, and U.S. stock indices. Static markets would
not cause major market changes, but would make it difficult for
the Partnership to avoid trendless price movements, resulting in
numerous small losses.
<page>
Interest Rate. At December 31, 2007, the Partnership had market
exposure to the global interest sector. Exposure was primarily
spread across the European, Japanese, and U.S. interest rate
sectors. Interest rate movements directly affect the price of
the sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability. The Partnership?s
interest rate exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries. However, the
Partnership also takes futures positions in the government debt
of smaller nations - e.g., Australia. Demeter anticipates that
the G-7 countries? and Australian interest rates will remain the
primary interest rate exposure of the Partnership for the
foreseeable future. The speculative futures positions held by
the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.
Commodity.
Soft Commodities and Agriculturals. The second largest
market exposure of the Partnership at December 31, 2007, was
to the markets that comprise these sectors. Most of the
exposure was to the soybean meal, wheat, corn, soybeans,
coffee, sugar, live cattle, soybean oil, cotton, and cocoa
<page> markets. Supply and demand inequalities, severe
weather disruptions, and market expectations affect price
movements in these markets.
Energy. The third largest market exposure of the
Partnership at December 31, 2007, was to the energy sector.
The Partnership?s energy exposure was primarily to futures
contracts in crude oil and its related products, and natural
gas. Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns, and other economic
fundamentals. Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in the future. Natural gas has exhibited
volatility in prices resulting from weather pattern and
supply and demand factors and will likely continue in this
choppy pattern.
Metals. At December 31, 2007, the Partnership had market
exposure in the metals sector. The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper, aluminum, zinc, and nickel as well as
precious metals, such as gold. Economic forces, supply and
demand inequalities, geopolitical factors, and market
expectations influence price movements in these markets. The
Trading Advisor utilizes the trading system(s) to take <page>
positions when market opportunities develop, and Demeter
anticipates that the Trading Advisor will continue to do so.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2007:
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at December 31, 2007, were in Swiss
francs, Japanese yen, British pounds, euros, Australian
dollars, and Hong Kong dollars. The Partnership controls
the non-trading risk of foreign currency balances by
regularly converting them back into U.S. dollars upon
liquidation of their respective positions.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisor daily. In
addition, the Trading Advisor establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.
<page> Demeter monitors and controls the risk of the Partnership?s
non-trading instrument, cash. Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report, which is filed as Exhibit 13.01
hereto.
Supplementary data specified by Item 302 of Regulation S-K:
Summary of Quarterly Results (Unaudited)
Quarter Total Trading Results Net Net Income/
Ended including interest income Income/(Loss) (Loss) Per Unit
2007
March 31 $(35,799,022) $(43,871,191) $(2.05)
June 30 106,254,748 98,475,978 4.79
September 30 (6,404,330) (15,047,515) (0.74)
December 31 20,257,519 11,349,529 0.56
Total $ 84,308,915 $ 50,906,801 $ 2.56
2006
March 31 $ 22,768,809 $ 14,386,307 $ 0.64
June 30 17,240,777 8,506,812 0.39
September 30 (8,106,174) (16,583,270) (0.75)
December 31 21,427,522 12,982,334 0.58
Total $ 53,330,934 $ 19,292,183 $ 0.86
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
<page>
Item 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this annual report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness of
the Partnership?s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.
Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.
Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting. The internal control over financial
reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with
generally accepted accounting principles.
The Partnership?s internal control over financial reporting
includes those policies and procedures that:
* Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;
<page>
* Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and
that the Partnership?s transactions are being made only in
accordance with authorizations of Management and directors;
and
* Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Partnership?s assets that could have a material effect on
the Financial Statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31,
2007. In making this assessment, Management used the criteria
set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
Based on our assessment and those criteria, Management believes
<page> that the Partnership maintained effective internal control
over financial reporting as of December 31, 2007.
Attestation Report of the Registered Public Accounting Firm
Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on the
Partnership?s internal control over financial reporting. This
report, which expresses an unqualified opinion on the
Partnership?s internal control over financial reporting, appears
under ?Report of Independent Registered Public Accounting Firm? in
the Partnership?s Annual Report to Limited Partners for the year
ended December 31, 2007.
Changes in Internal Control over Financial Reporting
There have been no material changes during the period covered by
this annual report in the Partnership?s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
Item 9A(T). CONTROLS AND PROCEDURES
Not applicable.
Item 9B. OTHER INFORMATION
None.
<page> PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter, its general partner.
Directors and Officers of the General Partner
The directors and executive officers of Demeter are as follows:
Effective May 1, 2006, Mr. Walter Davis, age 42, is a Director,
Chairman of the Board of Directors, and President of Demeter. Mr.
Davis is an Executive Director at Morgan Stanley and the Director
of Morgan Stanley?s Managed Futures Department. Prior to joining
Morgan Stanley in 1999, Mr. Davis worked for Chase Manhattan
Bank?s Alternative Investment Group. Throughout his career, Mr.
Davis has been involved with the development, management, and
marketing of a diverse array of commodity pools, hedge funds, and
other alternative investment funds. Mr. Davis received an M.B.A
in Finance and International Business from the Columbia University
Graduate School of Business in 1992 and a B.A. in Economics from
the University of the South in 1987.
Effective December 5, 2002, Mr. Frank Zafran, age 52, is a
Director of Demeter. Mr. Zafran is a Managing Director at Morgan
Stanley and, in January 2007, was named Director of Annuity and
Insurance Services. Previously, Mr. Zafran was Director of the
Wealth Solutions Division. Mr. Zafran joined the firm in 1979 and
has held various positions in Corporate Accounting and the
<page> Insurance Department, including Senior Operations Officer -
Insurance Division, until his appointment in 2000 as Director of
Retirement Plan Services, responsible for all aspects of 401(k)
Plan Services, including marketing, sales, and operations.
Subsequently, he was named Chief Administrative Officer of Morgan
Stanley?s Client Solution Division in 2002. Mr. Zafran received a
B.S. degree in Accounting from Brooklyn College, New York.
Effective March 31, 2003, Mr. Douglas J. Ketterer, age 42, is a
Director of Demeter. Mr. Ketterer is a Managing Director of
Morgan Stanley and is head of the Client Solutions Group. The
Client Solutions Group is comprised of a number of departments
(including, among others, the Alternative Investments Group,
Consulting Services Group, Annuities & Insurance Department,
Mutual Fund Department, and Retirement & Equity Solutions Group),
which offer products and services through Morgan Stanley?s Global
Wealth Management Group. Mr. Ketterer joined Morgan Stanley in
1990 and has served in many roles in the corporate
finance/investment banking, asset management, and wealth
management divisions of the firm. Mr. Ketterer received his M.B.A
from New York University?s Leonard N. Stern School of Business and
his B.S. in Finance from the University at Albany?s School of
Business.
Effective May 1, 2005, Mr. Harry Handler, age 49, is a Director of
Demeter. Mr. Handler serves as an Executive Director at Morgan
Stanley in the Global Wealth Management Group. Mr. Handler works
<page> in the Capital Markets Division as Equity Risk Officer.
Additionally, Mr. Handler serves as Chairman of the Global Wealth
Management Group?s Best Execution Committee and manages the Stock
Lending business. In his prior position, Mr. Handler was a
Systems Director in Information Technology, in charge of Equity
and Fixed Income Trading Systems along with the Special Products,
such as Unit Trusts, Managed Futures, and Annuities. Prior to his
transfer to the Information Technology Area, Mr. Handler managed
the Foreign Currency and Precious Metals Trading Desk of Dean
Witter, a predecessor company to Morgan Stanley. He also held
various positions in the Futures Division where he helped to build
the Precious Metals Trading Operation of Dean Witter. Before
joining Dean Witter, Mr. Handler worked at Mocatta Metals as an
Assistant to the Chairman. His roles at Mocatta Metals included
stints on the Futures Order Entry Desk and the Commodities
Exchange Trading Floor. Additional work included building a
computerized Futures Trading System and writing a history of the
company. Mr. Handler graduated on the Dean?s List from the
University of Wisconsin-Madison with a B.A. degree and a double
major in History and Political Science.
Effective May 1, 2006, Mr. Richard D. Gueren, age 46, is a
Director of Demeter. Mr. Gueren is an Executive Director, Retail
Options and Transactional Futures of Morgan Stanley. He is
responsible for marketing the options and futures product to the
firm?s approximately 600 offices and approximately 9,000 Financial
Advisors/Investment Representatives. Mr. Gueren first joined Dean
<page> Witter in August 1986, as a Compliance Analyst and in
October 1987, became a member of the Options Strategy/Trading
team. In 1997, Dean Witter merged with Morgan Stanley. Mr.
Gueren is the firm?s Senior Registered Options Principal. He is a
member of several Morgan Stanley committees, including the firm?s
National Error Committee and Best Execution Committee. He is an
advisory member to the Credit & Risk Committee. Mr. Gueren is
also an active member of several exchange and industry committees,
including the Managing Directors Committee for the Chicago Board
Options Exchange, and the Retail Advisory Committees for the
American Stock Exchange, the Philadelphia Stock Exchange, the
Pacific Stock Exchange, and the International Securities Exchange.
Mr. Gueren is also an Industry Arbitrator for FINRA and has been
seated on numerous industry cases over the past eight years. He
has also been asked to testify as an expert witness regarding
options on numerous occasions. Mr. Gueren holds a Bachelor of
Science degree in Economics from the University of Hartford.
Effective May 1, 2006, Mr. Michael P. McGrath, age 39, is a
Director of Demeter. Mr. McGrath is a Managing Director at Morgan
Stanley and currently serves as the Chief Operating Officer for
Private Wealth Management Americas, including Private Wealth
Management North America and Private Wealth Management Latin
America. He is also the Chairman of the Global Wealth Management
Alternative Investments Due Diligence Committee. Prior to his
current role, Mr. McGrath was the Director of Product Development
for Morgan Stanley?s Global Wealth Management Group. Mr. McGrath
<page> joined Morgan Stanley in May 2004, from Nuveen Investments,
a publicly traded investment management company headquartered in
Chicago, Illinois. At Nuveen, Mr. McGrath served as a Managing
Director and oversaw the development of alternative investment
products catering to the ultra-high net worth investor. Mr.
McGrath received his B.A. degree from Saint Peter?s College in
1990 and his M.B.A in Finance from New York University in 1996.
Effective May 1, 2006, Mr. Andrew Saperstein, age 41, is a
Director of Demeter. Mr. Saperstein is Chief Operating Officer of
National Sales for the Global Wealth Management Group, and serves
as a member of the group?s Executive Committee. He is also a
member of the Morgan Stanley Management Committee. One of the
largest businesses of its kind in the world with $690 billion in
client assets, the Global Wealth Management Group provides a range
of wealth management products and services to individuals,
businesses, and institutions. These include brokerage and
investment advisory services, financial and wealth planning,
credit and lending, banking and cash management, annuities and
insurance, retirement and trust. Prior to joining Morgan Stanley
in March 2006, Mr. Saperstein was with Merrill Lynch as First Vice
President and Chief Operating Officer of the Direct Division, and
served as a member of the Global Private Client Executive
Committee. In this capacity, he was responsible for the oversight
of the online brokerage unit and the Financial Advisory Center,
including the Retail Client Relationship Management group, the
Services, Operations and Technology group, the Client Acquisition
<page> team, and the Business Development and Analysis team. Mr.
Saperstein joined Merrill Lynch in November 2001. Prior to
Merrill Lynch, Mr. Saperstein was a partner in the Financial
Institutions group of McKinsey & Co. Additionally, he served as
co-leader of both the North American Asset Management and
Brokerage Practice and North American Recruiting. Mr. Saperstein
graduated cum laude from Harvard Law School and summa cum laude
from the Wharton School/College of Arts and Sciences at the
University of Pennsylvania with a dual degree in Economics and
Finance.
Effective September 22, 2006, Mr. Jacques Chappuis, age 38, is a
Director of Demeter. Mr. Chappuis is a Managing Director of
Morgan Stanley and Head of Alternative Investments for the
Global Wealth Management Group. Prior to joining Morgan Stanley
in August 2006, Mr. Chappuis was Head of Alternative Investments
for Citigroup?s Global Wealth Management Group and prior to that,
a Managing Director at Citigroup Alternative Investments. Before
joining Citigroup, Mr. Chappuis was a consultant at the Boston
Consulting Group, where he focused on the financial services
sector, and a corporate finance Associate at Bankers Trust
Company. Mr. Chappuis received an M.B.A in Finance, with honors,
from the Columbia University Graduate School of Business in 1998
and a B.A. in Finance from Tulane University in 1991.
<page> Effective December 3, 2007, Mr. Christian Angstadt, age
46, serves as Chief Financial Officer of Demeter. He is an
Executive Director within Morgan Stanley?s Financial Control
Group. Mr. Angstadt currently serves as Chief Financial Officer
for Morgan Stanley Trust FSB and Morgan Stanley Trust NA, and is
responsible for the governance and overall financial management
of these regulated banks (appointed Chief Financial Officer in
May 2003). Since joining Morgan Stanley in April 1990, Mr.
Angstadt has held several positions within the firm?s Financial
Control Group, mostly supporting the Asset Management segment
(including Chief Financial Officer for Morgan Stanley Asset
Management Operations). Mr. Angstadt received a B.A. in
Accounting from Montclair University.
All of the foregoing directors have indefinite terms.
Effective December 3, 2007, Mr. Lee Horwitz no longer serves as
Chief Financial Officer of Demeter.
Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. The Partnership is operated by its
general partner, Demeter. The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
<page> of Morgan Stanley and are subject to the code of ethics
adopted by Morgan Stanley, the text of which can be viewed on
Morgan Stanley?s website at http://www.morganstanley.com/
ourcommitment/ codeofconduct.html.
The Audit Committee
The Partnership is operated by its general partner, Demeter, and
has no audit committee and, thus, no audit committee financial
expert.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers. As a
limited partnership, the business of the Partnership is managed by
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no compensation
for such services.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a) Security Ownership of Certain Beneficial Owners ? At December
31, 2007, there were no persons known to be beneficial owners of
more than 5 percent of the Units.
(b) Security Ownership of Management - At December 31, 2007,
Demeter owned 219,732.501 Units of general partnership interest,
representing a 1.10 percent interest in the Partnership.
<page>
(c) Changes in Control ? None.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Refer to Note 2 - "Related Party Transactions" of "Notes to
Financial Statements", in the accompanying Annual Report to
Limited Partners for the year ended December 31, 2007, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K. In
its capacity as the Partnership's retail commodity broker, MS&Co.
(Morgan Stanley DW through March 31, 2007) received commodity
brokerage fees (paid and accrued by the Partnership) of
$25,051,583 for the year ended December 31, 2007.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
MS&Co. (Morgan Stanley DW through March 31, 2007), on behalf of
the Partnership, pays all accounting fees. The Partnership
reimburses MS&Co. through the brokerage fees it pays, as
discussed in the Notes to Financial Statements in the Annual
Report to the Limited Partners for the year ended December 31,
2007.
(1) Audit Fees. The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit
of the Partnership?s Financial Statements and review of the
Financial Statements included in the Quarterly Reports on Form
<page> 10-Q, audit of Management?s assessments of the
effectiveness of the internal control over financial reporting,
and in connection with statutory and regulatory filings were
approximately $50,479 for the year ended December 31, 2007, and
$46,441 for the year ended December 31, 2006.
(2) Audit-Related Fees. None.
(3) Tax Fees. The Partnership did not pay Deloitte & Touche LLP
any amounts in 2007 and 2006 for professional services in
connection with tax compliance, tax advice, and tax planning.
The Partnership engaged another unaffiliated professional firm to
provide services in connection with tax compliance, tax advice,
and tax planning.
(4) All Other Fees. None.
Because the Partnership has no audit committee, the Board of
Directors of Demeter, its general partner, functions as the audit
committee with respect to the Partnership. The Board of
Directors of Demeter has not established pre-approval policies
and procedures with respect to the engagement of audit or
permitted non-audit services rendered to the Partnership.
Consequently, all audit and permitted non-audit services provided
by Deloitte & Touche LLP that are borne by MS&Co. through the
brokerage fees paid for by the Partnership are approved by Morgan
<page> Stanley?s Board Audit Committee and the Board of Directors
of Demeter.
<page> PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Listing of Financial Statements
The following Financial Statements and report of independent
registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year
ended December 31, 2007, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent registered
public accounting firm, for the years ended December
31, 2007, 2006, and 2005.
- - Statements of Financial Condition, including the
Schedules of Investments, as of December 31, 2007 and
2006.
- - Statements of Operations, Changes in Partners' Capital,
and Cash Flows for the years ended December 31, 2007,
2006, and 2005.
- - Notes to Financial Statements.
With the exception of the aforementioned information and the
information incorporated in Items 7, 8, and 13, the Annual
Report to Limited Partners for the year ended December 31,
2007, is not deemed to be filed with this report.
2. Listing of Financial Statement Schedules
No Financial Statement schedules are required to be filed with
this report.
<page>
3. Exhibits
For the exhibits incorporated by reference or filed herewith
to this report, refer to Exhibit Index on Pages E-1 to E-3.
<page> SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY CHARTER GRAHAM L.P.
(Registrant)
BY: Demeter Management Corporation,
General Partner
March 27, 2008 BY: /s/ Walter Davis
Walter Davis, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Demeter Management Corporation.
BY: /s/ Walter Davis March 27, 2008
Walter Davis, President
/s/ Frank Zafran March 27, 2008
Frank Zafran, Director
/s/ Douglas J. Ketterer March 27, 2008
Douglas J. Ketterer, Director
/s/ Harry Handler March 27, 2008
Harry Handler, Director
/s/ Richard D. Gueren March 27, 2008
Richard D. Gueren, Director
/s/ Michael P. McGrath March 27, 2008
Michael P. McGrath, Director
/s/ Andrew Saperstein March 27, 2008
Andrew Saperstein, Director
/s/ Jacques Chappuis March 27, 2008
Jacques Chappuis, Director
/s/ Christian Angstadt March 27, 2008
Christian Angstadt, Chief Financial Officer
- - 62 -
<page> EXHIBIT INDEX
ITEM
3.01 Form of Amended and Restated Limited Partnership Agreement
of the Partnership, is incorporated by reference to Exhibit
A of the Partnership's Prospectus, dated April 2, 2007,
filed with the Securities and Exchange Commission pursuant
to Rule 424(b)(3) under the Securities Act of 1933, as
amended, on April 11, 2007 and to Pages S-116 ? S-118 of
the Supplement dated December 17, 2007, to that Prospectus,
filed with the Securities and Exchange Commission pursuant
to Rule 424(b)(3) under the Securities Act of 1933, as
amended, on December 19, 2007.
3.02 Certificate of Limited Partnership, dated July 15, 1998, is
incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File No.
333-60115) filed with the Securities and Exchange
Commission on July 29, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name from
Morgan Stanley Dean Witter Graham L.P.), is incorporated by
reference to Exhibit 3.01 of the Partnership?s Form 8-K
(File No. 0-25603) filed with the Securities and Exchange
Commission on November 6, 2001.
10.02 Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter, and Graham Capital Management,
L.P., is incorporated by reference to Exhibit 10.01 of the
Partnership's Quarterly Report on Form 10-Q (File No.
0-25603) filed with the Securities and Exchange Commission
on May 17, 1999.
10.03 Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser of Units is
incorporated by reference to Pages S-120 ? S-125 of the
Supplement dated December 17, 2007, to the Partnership?s
Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended, on December 19, 2007.
10.04 Escrow Agreement, dated as of July 25, 2007, among The Bank
of New York, Demeter, and Morgan Stanley & Co. Incorporated
is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-25603) filed with the
Securities and Exchange Commission on July 31, 2007.
E-1
<page>
10.05 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of November 13,
2000, is incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-25603) filed with the
Securities and Exchange Commission on November 6, 2001.
10.05(a)Amendment No. 1 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW Inc.
is incorporated by reference to Exhibit 10.05(a) of the
Partnership?s Form 10-Q (File No. 0-25603) filed with the
Securities and Exchange Commission on November 10, 2005.
10.05(b)Amendment No. 1 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is
incorporated by reference to Exhibit 10.05(b) of the
Partnership?s Form 10-Q (File No. 0-25603) filed with the
Securities and Exchange Commission on August 12, 2005.
10.06 Commodity Futures Customer Agreement between MS&Co. and the
Partnership, and acknowledged and agreed to by Morgan Stanley
DW, dated as of November 6, 2000, is incorporated by reference
to Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0-
25603) filed with the Securities and Exchange Commission on
November 6, 2001.
10.07 Customer Agreement between the Partnership and MSIP, dated as
of November 6, 2000, is incorporated by reference to Exhibit
10.04 of the Partnership?s Form 8-K (File No. 0-25603) filed
with the Securities and Exchange Commission on November 6,
2001.
10.08 Foreign Exchange and Options Master Agreement between MS&Co.
and the Partnership, dated as of August 30, 1999, is
incorporated by reference to Exhibit 10.05 of the Partnership?s
Form 8-K (File No. 0-25603) filed with the Securities and
Exchange Commission on November 6, 2001.
10.09 Form of Subscription Agreement Update Form is incorporated by
reference to Pages S-132 ? S-133 of the Supplement dated
December 17, 2007, to the Partnership?s Prospectus, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933, as amended, on
December 19, 2007.
E-2
<page>
10.10 Securities Account Control Agreement among the Partnership and
MS&Co. dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.03 of the Partnership?s Form 8-K (File No. 0-25603)
filed with the Securities and Exchange Commission on November
6, 2001.
13.01 December 31, 2007, Annual Report to Limited Partners is filed
herewith.
31.01 Certification of President of Demeter Management Corporation,
the general partner of the Partnership pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer of Demeter Management
Corporation, the general partner of the Partnership pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.01 Certification of President of Demeter Management Corporation,
the general partner of the Partnership, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter Management
Corporation, the general partner of the Partnership, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
E-3
Morgan Stanley
Charter Series
December 31, 2007
Annual Report
[LOGO]
MORGAN STANLEY CHARTER SERIES
HISTORICAL FUND PERFORMANCE
Presented below is the percentage change in Net Asset Value per Unit from the
start of every calendar year each Fund has traded. Also provided is the
inception-to-date return and the compound annualized return since inception for
each Fund. Past performance is no guarantee of future results.
INCEPTION-
TO-DATE
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 RETURN
FUND % % % % % % % % % % % % % % %
- -------------------------------------------------------------------------------------------------------------------------
Charter Campbell -- -- -- -- -- -- -- -- (4.2) 16.3 3.9 9.7 3.1 (15.0) 11.3
(3 mos.)
- -------------------------------------------------------------------------------------------------------------------------
Charter Aspect.. (7.3) 21.9 4.0 26.2 5.1 (9.2) 23.8 (3.3) 29.1 (5.1) (5.6) (19.6) 10.5 4.4 81.4
(10 mos.)
- -------------------------------------------------------------------------------------------------------------------------
Charter Graham.. -- -- -- -- -- 2.9 22.0 9.7 36.8 16.1 1.3 (16.1) 4.6 13.2 120.2
(10 mos.)
- -------------------------------------------------------------------------------------------------------------------------
Charter WCM..... -- -- -- -- -- (7.2) 12.1 (11.3) 21.1 (0.6) (5.3) (0.6) (2.4) 10.4 12.7
(10 mos.)
- -------------------------------------------------------------------------------------------------------------------------
COMPOUND
ANNUALIZED
RETURN
FUND %
- ---------------------------
Charter Campbell 2.1
- ---------------------------
Charter Aspect.. 4.4
- ---------------------------
Charter Graham.. 9.3
- ---------------------------
Charter WCM..... 1.4
- ---------------------------
DEMETER MANAGEMENT CORPORATION
522 Fifth Avenue, 13th Floor
New York, NY 10036
Telephone (212) 296-1999
MORGAN STANLEY CHARTER SERIES
ANNUAL REPORT
2007
Dear Limited Partner:
This marks the sixth annual report for Morgan Stanley Charter Campbell L.P.,
the fourteenth annual report for Morgan Stanley Charter Aspect L.P., and the
ninth annual report for Morgan Stanley Charter Graham L.P. and Morgan Stanley
Charter WCM L.P. The Net Asset Value per Unit for each of the four Charter
Series Funds ("Funds") as of December 31, 2007 was as follows:
% CHANGE
FUNDS N.A.V. FOR YEAR
--------------------------------
Charter Campbell $11.13 -15.0%
--------------------------------
Charter Aspect $18.14 4.4%
--------------------------------
Charter Graham $22.02 13.2%
--------------------------------
Charter WCM $11.27 10.4%
--------------------------------
Since its inception in October 2002, Charter Campbell has returned 11.3% (a
compound annualized return of 2.1%). Since its inception in March 1994, Charter
Aspect has returned 81.4% (a compound annualized return of 4.4%). Since their
inception in March 1999, Charter Graham has returned 120.2% (a compound
annualized return of 9.3%) and Charter WCM has returned 12.7% (a compound
annualized return of 1.4%).
Detailed performance information for each Fund is located in the body of the
financial report. (Note: all returns are net of all fees). For each Fund, we
provide a chart that portrays trading gains and trading losses for the year in
each sector in which the Fund participates.
The trading results by sector charts indicate the year-to-date composite
percentage returns generated by the specific assets dedicated to trading within
each market sector in which each Fund participates. Please note that there is
not an equal amount of assets in each market sector, and the specific
allocations of assets by a Fund to each sector will vary over time within
a predetermined range. Below each chart is a description of the factors that
influenced trading gains and trading losses within each Fund during the year.
Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 522 Fifth Avenue, 13th Floor, New York,
NY 10036, or your Morgan Stanley Financial Advisor.
I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is no
guarantee of future results.
Sincerely,
/s/ Walter J. Davis
Walter J. Davis
Chairman of the Board of Directors and President
Demeter Management Corporation,
General Partner of
Morgan Stanley Charter Campbell L.P.
Morgan Stanley Charter Aspect L.P.
Morgan Stanley Charter Graham L.P.
Morgan Stanley Charter WCM L.P.
Managed futures investments are speculative, involve a high degree of risk,
use significant leverage, are generally illiquid, have substantial charges, are
subject to conflicts of interest, and are suitable only for the risk capital
portion of an investor's portfolio. Before investing in any managed futures
investment, qualified investors should read the prospectus or offering
documents carefully for additional information with respect to charges,
expenses, and risks. Past performance is no guarantee of future results.
This report is based on information from multiple sources and Morgan Stanley
makes no representation as to the accuracy or completeness of information from
sources outside of Morgan Stanley.
This page intentionally left blank.
MORGAN STANLEY CHARTER CAMPBELL L.P.
[CHART]
Year ended December 31, 2007
------------------------------
Currencies -7.21%
Interest Rates 0.81%
Stock Indices -2.42%
Energies -1.78%
Metals -0.63%
Note:Reflects trading results only and does not include fees or interest income.
FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. The most significant trading losses were incurred in the currency markets,
primarily during February, March, and May from short positions in the
Australian dollar and the Canadian dollar versus the U.S. dollar as the
value of these "commodity currencies" increased relative to the U.S. dollar
in the wake of consistently rising commodity prices. Additional losses were
experienced in July, August, November, and December from newly established
long positions in the Canadian dollar, Australian dollar, and euro versus
the U.S. dollar as the value of the U.S. dollar moved higher against most of
its major rivals after continued volatility in the global equity markets and
widening credit losses tied to U.S. sub-prime loans resulted in
substantially stronger demand for U.S. dollar-denominated government bonds.
Further losses were recorded from short positions in the Japanese yen versus
the U.S. dollar as the value of the Japanese yen corrected higher against
the U.S. dollar during February, March, July, and August when traders
reduced "carry trade" positions after the sell-off in the global equity
markets led investors to trim "riskier" assets funded by loans in Japan.
Finally, losses were experienced during November from short positions in the
Japanese yen versus the U.S. dollar as the value of the Japanese yen
reversed higher against the U.S. dollar following news that the Japanese
economy had expanded more than economists forecast during the third quarter.
MORGAN STANLEY CHARTER CAMPBELL L.P.
FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)
.. Within the global stock index sector, losses were incurred primarily during
July, August, and November from long positions in Japanese, U.S., and
Taiwanese equity index futures as prices reversed lower on persistent
concerns that a collapsing U.S. sub-prime mortgage market and decreasing
U.S. real estate prices might pull the global economy into a recession.
These concerns heightened following news that U.S. policy makers expected
U.S. growth to "slow noticeably" in the fourth quarter and remain "sluggish"
in the first half of 2008.
.. Additional losses were experienced within the energy markets, primarily
during January, from long futures positions in crude oil and its related
products as prices declined on skepticism that OPEC would cut production as
much as originally pledged. During June, September, October, and November,
newly established short futures positions in crude oil and its related
products resulted in losses as prices moved higher due to persistent
concerns that instability in Iraq and tension regarding Iran's nuclear
program might negatively affect global supply.
.. Smaller losses were experienced within the metals sector, primarily during
March, May, August, and November, from long positions in copper and zinc
futures as prices declined following news that China might raise export
taxes for base metals, while rising production and inventories might create
a global surplus. In addition, base metals prices moved lower amid
speculation that a persistent U.S. housing slump and a slowing global
economy might reduce demand for raw materials.
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. Within the global interest rate sector, trading gains were recorded
primarily during January, May, and June from short positions in European
fixed-income futures as prices trended lower amid solid economic data,
rising equity prices, and surging home prices in the United Kingdom, which
reduced demand for the "safe haven" of fixed-income investments. Additional
gains were recorded during November from newly established long positions in
European and Japanese fixed-income futures as prices increased following a
sharp decline in global equity markets and forecasts of deeper losses
related to sub-prime investments, which fueled speculation that these
respective central banks might need to reduce borrowing costs in response to
widespread fears of an economic decline.
MORGAN STANLEY CHARTER ASPECT L.P.
[CHART]
Year ended December 31, 2007
----------------------------
Currencies 2.39%
Interest Rates 2.69%
Stock Indices -1.34%
Energies 4.98%
Metals -1.22%
Agriculturals 1.93%
Note:Reflects trading results only and does not include fees or interest income.
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. The most significant trading gains were recorded in the energy markets,
primarily during July, September, October, and December, from long futures
positions in crude oil and its related products as prices trended higher due
to persistent concerns that instability in Iraq and tension regarding Iran's
nuclear program might negatively affect global supply. In addition, energy
prices increased due to continued weakness in the value of the U.S. dollar
as U.S. dollar-denominated assets became more attractive to investors.
.. Within the global interest rate markets, gains were experienced primarily
during January, March, April, May, and June from short positions in
Australian, European, and U.S. interest rate futures as prices trended lower
amid solid economic data, rising equity prices, and surging home prices in
Australia, the United Kingdom, and the United States, which reduced demand
for the "safe haven" of fixed-income investments. As such, prices were also
pulled lower on investor belief that these respective central banks might
need to raise interest rates to curb inflation. Further gains were recorded
during November from newly established long positions in British and U.S.
fixed-income futures as prices increased following a sharp decline in global
equity markets and forecasts of deeper losses related to sub-prime
investments, which fueled speculation that the U.S. Federal Reserve and Bank
of England might need to reduce borrowing costs in response to widespread
fears of an economic decline.
MORGAN STANLEY CHARTER ASPECT L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Additional gains were recorded in the currency sector primarily during
January, March, April, and June from short positions in the U.S. dollar
versus most of its major rivals, notably the euro, British pound, Canadian
dollar, Australian dollar, and New Zealand dollar as the value of the U.S.
dollar declined relative to these currencies amid news that foreign central
banks had diversified their currency holdings to non-U.S. dollar-denominated
assets and fears that an economic slowdown in the United States might lead
the U.S. Federal Reserve to lower interest rates. Meanwhile, the value of
the Canadian dollar, Australian dollar, and New Zealand dollar, also known
as the "commodity currencies", moved higher in the wake of consistently
rising commodity prices. During October, the value of the U.S. dollar
continued to decline against the aforementioned currencies amid investor
sentiment that the U.S. Federal Reserve might need to continue reducing
interest rates in order to prevent the U.S. economy from slowing.
.. Smaller gains were recorded in the agricultural complex, primarily during
September, November, and December, from long futures positions in the
soybean complex as prices increased in September on concerns that hot, dry
weather in U.S. growing regions might have damaged crops. During November,
futures prices of the soybean complex moved higher due to increased
purchases from China, higher energy prices, and dwindling U.S. supplies.
Further gains were experienced during December as prices continued to move
higher amid speculation that the rising cost of oil might boost demand for
alternative biofuels made from crops. Elsewhere, long positions in wheat
futures resulted in gains as prices increased during September amid
persistently strong international demand and fears of a shortage in supply.
FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. Within the global stock index sector, trading losses were incurred,
primarily during February and March, from long positions in European and
U.S. equity index futures as prices reversed sharply lower after former U.S.
Federal Reserve Chairman Alan Greenspan indicated the U.S. economy could be
headed for a recession. In addition, prices moved lower after worries that
tighter credit conditions in China and Japan might dampen global growth
first sent Chinese stock markets plunging before the sell-off spread to
other equity markets. Additional losses were recorded during July, August,
November, and December from long positions in U.S. and European equity index
futures as prices decreased on persistent concerns that a collapsing U.S.
sub-prime mortgage market and declining U.S. real estate prices might pull
the global economy into a recession.
.. Smaller losses were recorded within the metals sector, primarily during
January and May, from long positions in aluminum, zinc, and copper futures
as prices declined after the Chinese government announced that it might
raise export taxes for base metals, as well as on speculation that rising
production and inventories might create a global surplus. Additional losses
were experienced during August from long futures positions in silver as
prices moved lower amid strength in the value of the U.S. dollar. Finally,
long positions in copper futures resulted in losses during November as
prices reversed lower due to rising inventories and concerns that demand for
base metals might continue to slow after the U.S. Federal Reserve trimmed
its economic growth forecast for 2008.
MORGAN STANLEY CHARTER GRAHAM L.P.
[CHART]
Year ended December 31, 2007
----------------------------
Currencies 6.96%
Interest Rates 8.16%
Stock Indices 0.63%
Energies 1.25%
Metals -0.92%
Agriculturals 0.31%
Note:Reflects trading results only and does not include fees or interest income.
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. The most significant trading gains were recorded in the global interest rate
sector primarily during January, April, May, and June from short positions
in European and U.S. interest rate futures as prices trended lower amid
solid economic data, rising equity prices, and surging home prices in the
United Kingdom and the United States, which reduced demand for the "safe
haven" of fixed-income investments. Further gains were recorded during
November from newly established long positions in European and U.S.
fixed-income futures as prices increased following a sharp decline in global
equity markets and forecasts of deeper losses related to sub-prime
investments, which fueled speculation that the U.S. Federal Reserve and Bank
of England might need to reduce borrowing costs in response to widespread
fears of an economic decline.
.. Within the currency sector, gains were experienced primarily during April,
May, and June from short positions in the U.S. dollar versus most of its
major rivals, notably the Turkish lira, Brazilian real, euro, and Canadian
dollar, as the value of the U.S. dollar declined relative to these
currencies amid news that foreign central banks had diversified their
currency holdings to non-U.S. dollar-denominated assets and fears that an
economic slowdown in the United States might lead the U.S. Federal Reserve
to lower interest rates. Meanwhile, the value of the Canadian dollar, also
known as a "commodity currency", moved higher in the wake of consistently
rising commodity prices. During September and October, the value of the U.S.
dollar continued to decline against the aforementioned currencies leading up
to and after the U.S. Federal Reserve's decision to reduce its benchmark
interest rate to 4.5%, as well as on indications for further rate reductions
in the near term.
MORGAN STANLEY CHARTER GRAHAM L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the energy markets, gains were experienced primarily during June,
July, September, October, and December from long futures positions in crude
oil and its related products as prices trended higher due to persistent
concerns that instability in Iraq and tension regarding Iran's nuclear
program might negatively affect global supply. In addition, energy prices
increased due to continued weakness in the value of the U.S. dollar as U.S.
dollar-denominated assets became more attractive to investors.
.. Additional gains were recorded within the global stock index sector
primarily during January, April, and May from long positions in German and
Hong Kong equity index futures as prices increased on continued optimism
about the future of the global economy, as well as strong corporate earnings
and increased merger and acquisition activity. In addition, Hong Kong equity
index futures prices increased in September amid strength in the technology
sector.
.. Smaller gains were recorded in the agricultural markets primarily during
February, August, and September from long futures positions in the soybean
complex as prices increased amid news of persistent demand and concerns that
hot, dry weather in U.S. growing regions might have damaged crops. Further
gains were experienced during December as prices continued to move higher
amid speculation that the rising cost of oil might boost demand for
alternative biofuels made from crops. Elsewhere, long positions in wheat
futures resulted in gains as prices increased during September due to
persistently strong international demand and fears of a shortage in supply.
FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. Within the metals sector, trading losses were incurred primarily during
January, February, and May from long positions in copper, aluminum, and zinc
futures as prices declined following news that the Chinese government might
raise export taxes for base metals, while rising production and inventories
might create a global surplus. Additional losses were experienced during
November from both short and long futures positions in copper as prices
moved without consistent direction due to conflicting data regarding supply
and demand.
MORGAN STANLEY CHARTER WCM L.P.
[CHART]
Year ended December 31, 2007
----------------------------
Currencies 4.64%
Interest Rates 3.98%
Stock Indices 0.55%
Energies 2.38%
Metals 0.19%
Agriculturals 3.66%
Note:Reflects trading results only and does not include fees or interest income.
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. The most significant trading gains were recorded in the currency sector
primarily during January, April, and June from short positions in the U.S.
dollar versus most of its major rivals, notably the euro, Canadian dollar,
Australian dollar, Brazilian real, and New Zealand dollar, as the value of
the U.S. dollar declined relative to these currencies amid news that foreign
central banks had diversified their currency holdings to non-U.S.
dollar-denominated assets and fears that an economic slowdown in the United
States might lead the U.S. Federal Reserve to lower interest rates.
Meanwhile, the value of the Canadian dollar, Australian dollar, and New
Zealand dollar, also known as the "commodity currencies", moved higher in
the wake of consistently rising commodity prices. During September and
October, the value of the U.S. dollar continued to decline against the
aforementioned currencies leading up to and after the U.S. Federal Reserve's
decision to reduce its benchmark interest rate to 4.5%, as well as on
indications for further rate reductions in the near term, thereby resulting
in further gains.
.. Within the global interest rate sector, gains were experienced primarily
during January, April, May, and June from short positions in British and
U.S. interest rate futures as prices trended lower amid solid economic data,
rising equity prices, and surging home prices in the United Kingdom and the
United States, which reduced demand for the "safe haven" of fixed-income
investments. Further gains were recorded during August and November from
newly established long positions in U.S., British, and Japanese fixed-income
futures as prices increased following a sharp decline in global equity
markets and forecasts of deeper losses related to sub-prime investments,
which fueled speculation that these respective central banks might need to
reduce borrowing costs in response to widespread fears of a global economic
decline.
MORGAN STANLEY CHARTER WCM L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the agricultural markets, gains were recorded primarily during May,
June, August, September, and November from long futures positions in the
soybean complex as prices increased amid persistent global demand and
concerns that hot, dry weather in U.S. growing regions might reduce U.S.
supplies. During November, futures prices of the soybean complex moved
higher due to increased purchases from China, higher energy prices, and
dwindling U.S. supplies. Further gains were experienced during December as
prices continued to move higher amid speculation that the rising cost of oil
might boost demand for alternative biofuels made from crops. Elsewhere, long
positions in wheat futures resulted in gains as prices increased during
September amid persistently strong international demand and fears of a
shortage in supply.
.. Within the energy markets, gains were experienced during January from short
futures positions in crude oil and its related products as prices declined
on skepticism that OPEC would cut production as much as originally pledged.
Additional gains were recorded during September, October, November, and
December from newly established long futures positions in crude oil and its
related products as prices trended higher due to persistent concerns that
instability in Iraq and tension regarding Iran's nuclear program might
negatively affect global supply. In addition, energy prices increased due to
continued weakness in the value of the U.S. dollar as U.S.
dollar-denominated assets became more attractive to investors.
.. Additional gains were experienced within the global stock index sector
primarily during January, April, and May from long positions in German and
Hong Kong equity index futures as prices increased on continued optimism
about the future of the global economy, as well as strong corporate
earnings, and increased merger and acquisition activity. In addition, Hong
Kong equity index futures prices increased in September and October amid
strength in the technology sector, thereby resulting in further gains from
long futures positions.
.. Smaller gains were recorded within the metals sector, primarily during
February, April, September, October, and December, from long futures
positions in gold as prices moved higher due to a decline in the value of
the U.S. dollar and uncertainty regarding the future direction of the global
economy.
MORGAN STANLEY CHARTER SERIES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Demeter Management Corporation ("Demeter"), the general partner of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships"), is responsible for the management of the Partnerships.
Management of Demeter ("Management") is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.
The Partnerships' internal control over financial reporting includes those
policies and procedures that:
.. Pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
Partnerships;
.. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that the Partnerships' transactions are
being made only in accordance with authorizations of Management and
directors; and
.. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Partnerships' assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of each Partnership's internal control
over financial reporting as of December 31, 2007. In making this assessment,
Management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control--Integrated
Framework. Based on our assessment and those criteria, Management believes that
each Partnership maintained effective internal control over financial reporting
as of December 31, 2007.
Deloitte & Touche LLP, the Partnerships' independent registered public
accounting firm, has issued an audit report on the Partnerships' internal
control over financial reporting. This report, which expresses an unqualified
opinion on the Partnerships' internal control over financial reporting, appears
under "Report of Independent Registered Public Accounting Firm" on the
following page.
/s/ Walter J. Davis
Walter J. Davis
President
Demeter Management Corporation
/s/ Christian M. Angstadt
Christian M. Angstadt
Chief Financial Officer
Demeter Management Corporation
New York, New York
March 20, 2008
MORGAN STANLEY CHARTER SERIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Limited Partners and the General Partner of Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter
Graham L.P., and Morgan Stanley Charter WCM L.P.:
We have audited the internal control over financial reporting of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships") as of December 31, 2007, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Partnerships' management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the
Partnerships' internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed
by, or under the supervision of, the company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company's board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the Partnerships maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2007,
based on the criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the financial statements as of and
for the year ended December 31, 2007, of the Partnerships and our report dated
March 20, 2008, expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
New York, New York
March 20, 2008
MORGAN STANLEY CHARTER SERIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Limited Partners and the General Partner of Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter
Graham L.P., and Morgan Stanley Charter WCM L.P.:
We have audited the accompanying statements of financial condition of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships"), including the schedules of investments, as of December 31,
2007 and 2006, and the related statements of operations, changes in partners'
capital, and cash flows for each of the three years in the period ended
December 31, 2007. These financial statements are the responsibility of the
Partnerships' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Morgan Stanley Charter Campbell L.P.,
Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter Graham L.P., and
Morgan Stanley Charter WCM L.P. at December 31, 2007 and 2006, and the results
of their operations, changes in partners' capital, and their cash flows for
each of the three years in the period ended December 31, 2007, in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the Partnerships modified their classification of
cash within the statements of financial condition and cash flows and modified
their presentation of options within the statements of financial condition to
conform to 2007 presentation.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the Partnerships' internal control
over financial reporting as of December 31, 2007, based on the criteria
established in Internal Control--Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated
March 20, 2008, expressed an unqualified opinion on the Partnerships' internal
control over financial reporting.
/s/ Deloitte & Touche LLP
New York, New York
March 20, 2008
MORGAN STANLEY CHARTER CAMPBELL L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
------------------------
2007 2006
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 261,151,086 354,629,882
Restricted cash 24,139,711 38,619,693
----------- -----------
Total Cash 285,290,797 393,249,575
----------- -----------
Net unrealized gain (loss) on open contracts (MSIP) 42,048 (205,700)
Net unrealized gain (loss) on open contracts (MS&Co.) (4,690,428) 23,841,126
----------- -----------
Total net unrealized gain (loss) on open contracts (4,648,380) 23,635,426
----------- -----------
Options purchased (proceeds paid $566,281 and
$294,351, respectively) 425,159 339,299
----------- -----------
Total Trading Equity 281,067,576 417,224,300
Interest receivable (MS&Co.) 842,283 1,680,668
----------- -----------
Total Assets 281,909,859 418,904,968
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 10,555,801 8,950,399
Accrued brokerage fees (MS&Co.) 1,430,423 1,930,134
Accrued management fees 631,770 852,475
Options written (premiums received $317,779 and
$169,094, respectively) 185,984 139,915
----------- -----------
Total Liabilities 12,803,978 11,872,923
----------- -----------
PARTNERS' CAPITAL
Limited Partners (23,905,166.681 and
30,763,739.696 Units, respectively) 266,111,229 402,578,194
General Partner (269,014.055 and
340,349.055 Units, respectively) 2,994,652 4,453,851
----------- -----------
Total Partners' Capital 269,105,881 407,032,045
----------- -----------
Total Liabilities and Partners' Capital 281,909,859 418,904,968
=========== ===========
NET ASSET VALUE PER UNIT 11.13 13.09
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2007 2006 2005
-------------- -------------- --------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 15,890,523 19,614,906 9,391,904
-------------- -------------- --------------
EXPENSES
Brokerage fees (MS&Co.) 21,204,593 24,753,539 20,072,049
Management fees 9,365,362 10,932,810 8,702,588
-------------- -------------- --------------
Total Expenses 30,569,955 35,686,349 28,774,637
-------------- -------------- --------------
NET INVESTMENT LOSS (14,679,432) (16,071,443) (19,382,733)
-------------- -------------- --------------
TRADING RESULTS
Trading profit (loss):
Realized (10,880,890) (11,170,042) 63,703,297
Net change in unrealized (28,367,260) 36,660,019 (11,953,244)
-------------- -------------- --------------
Total Trading Results (39,248,150) 25,489,977 51,750,053
-------------- -------------- --------------
NET INCOME (LOSS) (53,927,582) 9,418,534 32,367,320
============== ============== ==============
NET INCOME (LOSS) ALLOCATION:
Limited Partners (53,333,596) 9,310,154 32,018,766
General Partner (593,986) 108,380 348,554
NET INCOME (LOSS) PER UNIT:
Limited Partners (1.96) 0.39 1.12
General Partner (1.96) 0.39 1.12
UNITS UNITS UNITS
-------------- -------------- --------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 28,036,317.381 32,873,436.594 27,702,263.372
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER ASPECT L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
-----------------------
2007 2006
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 113,780,309 109,217,402
Restricted cash 14,032,075 13,418,522
----------- -----------
Total Cash 127,812,384 122,635,924
----------- -----------
Net unrealized gain on open contracts (MS&Co.) 4,686,052 5,039,041
Net unrealized gain (loss) on open contracts (MSIP) 378,054 (240,275)
----------- -----------
Total net unrealized gain on open contracts 5,064,106 4,798,766
----------- -----------
Total Trading Equity 132,876,490 127,434,690
Subscriptions receivable 4,909,605 2,103,254
Interest receivable (MS&Co.) 363,233 484,328
----------- -----------
Total Assets 138,149,328 130,022,272
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,559,031 4,093,636
Accrued brokerage fees (MS&Co.) 643,677 607,673
Accrued management fees 214,559 202,558
Incentive fee payable -- 1,017,989
----------- -----------
Total Liabilities 2,417,267 5,921,856
----------- -----------
PARTNERS' CAPITAL
Limited Partners (7,403,580.738 and
7,064,097.616 Units, respectively) 134,313,027 122,749,550
General Partner (78,219.762 and
77,740.841 Units, respectively) 1,419,034 1,350,866
----------- -----------
Total Partners' Capital 135,732,061 124,100,416
----------- -----------
Total Liabilities and Partners' Capital 138,149,328 130,022,272
=========== ===========
NET ASSET VALUE PER UNIT 18.14 17.38
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
2007 2006 2005
------------- ------------- --------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 5,744,437 6,351,353 5,375,673
------------- ------------- --------------
EXPENSES
Brokerage fees (MS&Co.) 7,691,517 6,530,451 11,086,249
Management fees 2,563,840 2,176,817 3,612,872
Incentive fees 1,522,184 1,017,989 --
------------- ------------- --------------
Total Expenses 11,777,541 9,725,257 14,699,121
------------- ------------- --------------
NET INVESTMENT LOSS (6,033,104) (3,373,904) (9,323,448)
------------- ------------- --------------
TRADING RESULTS
Trading profit (loss):
Realized 11,541,699 20,452,188 (29,379,015)
Net change in unrealized 265,340 (2,621,922) (5,603,030)
------------- ------------- --------------
11,807,039 17,830,266 (34,982,045)
Proceeds from Litigation Settlement -- -- 3,661
------------- ------------- --------------
Total Trading Results 11,807,039 17,830,266 (34,978,384)
------------- ------------- --------------
NET INCOME (LOSS) 5,773,935 14,456,362 (44,301,832)
============= ============= ==============
NET INCOME (LOSS) ALLOCATION:
Limited Partners 5,706,008 14,299,103 (43,833,268)
General Partner 67,927 157,259 (468,564)
NET INCOME (LOSS) PER UNIT:
Limited Partners 0.76 1.65 (3.83)
General Partner 0.76 1.65 (3.83)
UNITS UNITS UNITS
------------- ------------- --------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 7,366,524.555 8,031,729.450 10,781,393.061
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
------------------------
2007 2006
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 428,483,746 360,856,363
Restricted cash 11,795,125 56,145,197
----------- -----------
Total Cash 440,278,871 417,001,560
----------- -----------
Net unrealized gain (loss) on open contracts (MSIP) 64,122 (314,794)
Net unrealized gain (loss) on open contracts (MS&Co.) (269,587) 12,852,858
----------- -----------
Total net unrealized gain (loss) on open contracts (205,465) 12,538,064
----------- -----------
Total Trading Equity 440,073,406 429,539,624
Subscriptions receivable 6,032,184 3,317,475
Interest receivable (MS&Co.) 1,136,385 1,824,393
----------- -----------
Total Assets 447,241,975 434,681,492
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 3,952,743 11,873,932
Accrued brokerage fees (MS&Co.) 2,261,439 2,123,827
Accrued management fees 753,813 707,942
----------- -----------
Total Liabilities 6,967,995 14,705,701
----------- -----------
PARTNERS' CAPITAL
Limited Partners (19,771,249.924 and
21,346,676.377 Units, respectively) 435,434,673 415,478,418
General Partner (219,732.501 and
231,068.501 Units, respectively) 4,839,307 4,497,373
----------- -----------
Total Partners' Capital 440,273,980 419,975,791
----------- -----------
Total Liabilities and Partners' Capital 447,241,975 434,681,492
=========== ===========
NET ASSET VALUE PER UNIT 22.02 19.46
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2007 2006 2005
-------------- -------------- --------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 18,458,473 19,833,324 12,691,490
-------------- -------------- --------------
EXPENSES
Brokerage fees (MS&Co.) 25,051,583 25,529,062 26,821,717
Management fees 8,350,531 8,509,689 8,756,858
-------------- -------------- --------------
Total Expenses 33,402,114 34,038,751 35,578,575
-------------- -------------- --------------
NET INVESTMENT LOSS (14,943,641) (14,205,427) (22,887,085)
-------------- -------------- --------------
TRADING RESULTS
Trading profit (loss):
Realized 78,593,971 23,818,303 (57,942,853)
Net change in unrealized (12,743,529) 9,679,307 2,618,843
-------------- -------------- --------------
Total Trading Results 65,850,442 33,497,610 (55,324,010)
-------------- -------------- --------------
NET INCOME (LOSS) 50,906,801 19,292,183 (78,211,095)
============== ============== ==============
NET INCOME (LOSS) ALLOCATION:
Limited Partners 50,355,831 19,081,838 (77,357,066)
General Partner 550,970 210,345 (854,029)
NET INCOME (LOSS) PER UNIT:
Limited Partners 2.56 0.86 (3.56)
General Partner 2.56 0.86 (3.56)
UNITS UNITS UNITS
-------------- -------------- --------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 20,459,587.918 22,125,527.008 23,057,004.125
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
----------------------
2007 2006
---------- ----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 72,376,602 35,032,684
Restricted cash 6,848,850 6,797,768
---------- ----------
Total Cash 79,225,452 41,830,452
---------- ----------
Net unrealized gain on open contracts (MS&Co.) 1,340,211 1,298,984
Net unrealized loss on open contracts (MSIP) (242,371) (204,195)
---------- ----------
Total net unrealized gain on open contracts 1,097,840 1,094,789
---------- ----------
Total Trading Equity 80,323,292 42,925,241
Subscriptions receivable 4,554,302 3,743,732
Interest receivable (MS&Co.) 205,192 171,558
---------- ----------
Total Assets 85,082,786 46,840,531
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 745,064 2,204,674
Accrued brokerage fees (MS&Co.) 401,840 212,164
Accrued management fees 133,946 70,721
Accrued incentive fee payable -- 41,912
---------- ----------
Total Liabilities 1,280,850 2,529,471
---------- ----------
PARTNERS' CAPITAL
Limited Partners (7,355,246.125 and
4,294,874.399 Units, respectively) 82,918,267 43,835,717
General Partner (78,385.637 and
46,572.535 Units, respectively) 883,669 475,343
---------- ----------
Total Partners' Capital 83,801,936 44,311,060
---------- ----------
Total Liabilities and Partners' Capital 85,082,786 46,840,531
========== ==========
NET ASSET VALUE PER UNIT 11.27 10.21
========== ==========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2007 2006 2005
------------- ------------- -------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 2,721,187 2,148,805 1,376,905
------------- ------------- -------------
EXPENSES
Brokerage fees (MS&Co.) 3,859,018 2,296,027 3,215,858
Management fees 1,286,341 765,342 1,048,673
Incentive fees 995,125 41,912 --
------------- ------------- -------------
Total Expenses 6,140,484 3,103,281 4,264,531
------------- ------------- -------------
NET INVESTMENT LOSS (3,419,297) (954,476) (2,887,626)
------------- ------------- -------------
TRADING RESULTS
Trading profit (loss):
Realized 11,055,850 (731,319) 4,735,942
Net change in unrealized 3,051 708,969 (2,911,685)
------------- ------------- -------------
Total Trading Results 11,058,901 (22,350) 1,824,257
------------- ------------- -------------
NET INCOME (LOSS) 7,639,604 (976,826) (1,063,369)
============= ============= =============
NET INCOME (LOSS) ALLOCATION:
Limited Partners 7,561,278 (966,683) (1,059,720)
General Partner 78,326 (10,143) (3,649)
NET INCOME (LOSS) PER UNIT:
Limited Partners 1.06 (0.25) (0.06)
General Partner 1.06 (0.25) (0.06)
UNITS UNITS UNITS
------------- ------------- -------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 6,281,449.679 4,228,142.814 5,248,657.757
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER CAMPBELL L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- --------- -----------
$ $ $
Partners' Capital,
December 31, 2004 23,787,288.049 272,588,976 2,911,738 275,500,714
Offering of Units 12,577,705.709 150,307,643 950,000 151,257,643
Net income -- 32,018,766 348,554 32,367,320
Redemptions (5,423,868.430) (66,061,364) -- (66,061,364)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2005 30,941,125.328 388,854,021 4,210,292 393,064,313
Offering of Units 6,727,952.165 86,512,830 360,000 86,872,830
Net income -- 9,310,154 108,380 9,418,534
Redemptions (6,564,988.742) (82,098,811) (224,821) (82,323,632)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2006 31,104,088.751 402,578,194 4,453,851 407,032,045
Net loss -- (53,333,596) (593,986) (53,927,582)
Redemptions (6,929,908.015) (83,133,369) (865,213) (83,998,582)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2007 24,174,180.736 266,111,229 2,994,652 269,105,881
============== =========== ========= ===========
MORGAN STANLEY CHARTER ASPECT L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- --------- -----------
$ $ $
Partners' Capital,
December 31, 2004 11,535,624.689 223,240,153 2,441,531 225,681,684
Offering of Units 1,372,452.207 22,743,972 -- 22,743,972
Net loss -- (43,833,268) (468,564) (44,301,832)
Redemptions (3,697,952.573) (58,861,660) (375,859) (59,237,519)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2005 9,210,124.323 143,289,197 1,597,108 144,886,305
Offering of Units 863,480.025 14,587,304 -- 14,587,304
Net income -- 14,299,103 157,259 14,456,362
Redemptions (2,931,765.891) (49,426,054) (403,501) (49,829,555)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2006 7,141,838.457 122,749,550 1,350,866 124,100,416
Offering of Units 1,749,693.684 30,467,524 80,000 30,547,524
Net income -- 5,706,008 67,927 5,773,935
Redemptions (1,409,731.641) (24,610,055) (79,759) (24,689,814)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2007 7,481,800.500 134,313,027 1,419,034 135,732,061
============== =========== ========= ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ------------ --------- ------------
$ $ $
Partners' Capital,
December 31, 2004 21,497,776.200 471,290,914 5,146,964 476,437,878
Offering of Units 6,774,055.862 126,736,962 480,000 127,216,962
Net loss -- (77,357,066) (854,029) (78,211,095)
Redemptions (5,615,087.325) (103,859,020) (263,246) (104,122,266)
-------------- ------------ --------- ------------
Partners' Capital,
December 31, 2005 22,656,744.737 416,811,790 4,509,689 421,321,479
Offering of Units 4,357,310.697 84,188,382 -- 84,188,382
Net income -- 19,081,838 210,345 19,292,183
Redemptions (5,436,310.556) (104,603,592) (222,661) (104,826,253)
-------------- ------------ --------- ------------
Partners' Capital,
December 31, 2006 21,577,744.878 415,478,418 4,497,373 419,975,791
Offering of Units 2,648,660.176 54,876,900 -- 54,876,900
Net income -- 50,355,831 550,970 50,906,801
Redemptions (4,235,422.629) (85,276,476) (209,036) (85,485,512)
-------------- ------------ --------- ------------
Partners' Capital,
December 31, 2007 19,990,982.425 435,434,673 4,839,307 440,273,980
============== ============ ========= ============
MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- -------- -----------
$ $ $
Partners' Capital,
December 31, 2004 5,760,547.025 59,881,786 706,754 60,588,540
Offering of Units 589,614.840 5,806,303 -- 5,806,303
Net loss -- (1,059,720) (3,649) (1,063,369)
Redemptions (1,938,675.321) (19,003,244) (196,689) (19,199,933)
-------------- ----------- -------- -----------
Partners' Capital,
December 31, 2005 4,411,486.544 45,625,125 506,416 46,131,541
Offering of Units 1,273,546.608 13,270,384 50,000 13,320,384
Net loss -- (966,683) (10,143) (976,826)
Redemptions (1,343,586.218) (14,093,109) (70,930) (14,164,039)
-------------- ----------- -------- -----------
Partners' Capital,
December 31, 2006 4,341,446.934 43,835,717 475,343 44,311,060
Offering of Units 4,185,306.181 42,984,801 330,000 43,314,801
Net income -- 7,561,278 78,326 7,639,604
Redemptions (1,093,121.353) (11,463,529) -- (11,463,529)
-------------- ----------- -------- -----------
Partners' Capital,
December 31, 2007 7,433,631.762 82,918,267 883,669 83,801,936
============== =========== ======== ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER CAMPBELL L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
2007 2006 2005
----------- ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) (53,927,582) 9,418,534 32,367,320
Noncash item included in net
income (loss):
Net change in unrealized 28,367,260 (36,660,019) 11,953,244
(Increase) decrease in operating
assets:
Restricted cash 14,479,982 14,834,038 (25,358,484)
Net option premiums (123,245) (125,257) --
Interest receivable (MS&Co.) 838,385 (543,846) (699,562)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) (499,711) (49,809) 607,474
Accrued management fees (220,705) (22,000) 292,549
----------- ----------- -----------
Net cash provided by (used for)
operating activities (11,085,616) (13,148,359) 19,162,541
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units -- 100,627,569 151,835,689
Cash paid for redemptions of Units (82,393,180) (78,088,412) (64,666,231)
----------- ----------- -----------
Net cash provided by (used for)
financing activities (82,393,180) 22,539,157 87,169,458
----------- ----------- -----------
Net increase (decrease) in
unrestricted cash (93,478,796) 9,390,798 106,331,999
Unrestricted cash at beginning
of period 354,629,882 345,239,084 238,907,085
----------- ----------- -----------
Unrestricted cash at end of period 261,151,086 354,629,882 345,239,084
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER ASPECT L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
2007 2006 2005
----------- ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 5,773,935 14,456,362 (44,301,832)
Noncash item included in net
income (loss):
Net change in unrealized (265,340) 2,621,922 5,603,030
(Increase) decrease in operating
assets:
Restricted cash (613,553) (1,731,359) 10,908,773
Interest receivable (MS&Co.) 121,095 2,447 (142,089)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) 36,004 (156,405) (365,305)
Accrued management fees 12,001 (52,135) (106,710)
Accrued incentive fee (1,017,989) 1,017,989 --
----------- ----------- -----------
Net cash provided by (used for)
operating activities 4,046,153 16,158,821 (28,404,133)
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 27,741,173 13,509,630 26,817,698
Cash paid for redemptions of Units (27,224,419) (50,752,969) (58,958,439)
----------- ----------- -----------
Net cash provided by (used for)
financing activities 516,754 (37,243,339) (32,140,741)
----------- ----------- -----------
Net increase (decrease) in
unrestricted cash 4,562,907 (21,084,518) (60,544,874)
Unrestricted cash at beginning
of period 109,217,402 130,301,920 190,846,794
----------- ----------- -----------
Unrestricted cash at end of period 113,780,309 109,217,402 130,301,920
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------
2007 2006 2005
----------- ------------ -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 50,906,801 19,292,183 (78,211,095)
Noncash item included in net
income (loss):
Net change in unrealized 12,743,529 (9,679,307) (2,618,843)
(Increase) decrease in operating
assets:
Restricted cash 44,350,072 (26,297,125) 62,712,783
Interest receivable (MS&Co.) 688,008 (493,263) (552,167)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) 137,612 (70,688) (141,612)
Accrued management fees 45,871 (23,563) (16,055)
----------- ------------ -----------
Net cash provided by (used for)
operating activities 108,871,893 (17,271,763) (18,826,989)
----------- ------------ -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 52,162,191 89,829,892 133,523,099
Cash paid for redemptions of Units (93,406,701) (108,265,689) (94,800,218)
----------- ------------ -----------
Net cash provided by (used for)
financing activities (41,244,510) (18,435,797) 38,722,881
----------- ------------ -----------
Net increase (decrease) in
unrestricted cash 67,627,383 (35,707,560) 19,895,892
Unrestricted cash at beginning
of period 360,856,363 396,563,923 376,668,031
----------- ------------ -----------
Unrestricted cash at end of period 428,483,746 360,856,363 396,563,923
=========== ============ ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
2007 2006 2005
----------- ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 7,639,604 (976,826) (1,063,369)
Noncash item included in net
income (loss):
Net change in unrealized (3,051) (708,969) 2,911,685
(Increase) decrease in operating assets:
Restricted cash (51,082) 1,480,693 (2,915,681)
Interest receivable (MS&Co.) (33,634) (33,626) (45,889)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) 189,676 (23,917) (79,350)
Accrued management fees 63,225 (7,973) (22,244)
Accrued incentive fees (41,912) 41,912 --
----------- ----------- -----------
Net cash provided by (used for)
operating activities 7,762,826 (228,706) (1,214,848)
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 42,504,231 9,845,502 6,637,841
Cash paid for redemptions of Units (12,923,139) (13,193,605) (19,655,621)
----------- ----------- -----------
Net cash provided by (used for)
financing activities 29,581,092 (3,348,103) (13,017,780)
----------- ----------- -----------
Net increase (decrease) in
unrestricted cash 37,343,918 (3,576,809) (14,232,628)`
Unrestricted cash at beginning
of period 35,032,684 38,609,493 52,842,121
----------- ----------- -----------
Unrestricted cash at end of period 72,376,602 35,032,684 38,609,493
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER CAMPBELL L.P.
SCHEDULES OF INVESTMENTS
DECEMBER 31, 2007 AND 2006
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2007 PARTNERSHIP NET ASSETS: $269,105,881 $ % $ % $
Commodity 935,918 0.35 (478,491) (0.18) 457,427
Equity 815,999 0.30 12,433 0.01 828,432
Foreign currency (6,222,055) (2.31) 904,438 0.34 (5,317,617)
Interest rate 687,429 0.25 (260,170) (0.10) 427,259
---------- ----- ---------- ----- ----------
Grand Total: (3,782,709) (1.41) 178,210 0.07 (3,604,499)
========== ===== ========== =====
Unrealized Currency Loss (1,053,208)
----------
Total Net Unrealized Loss (4,657,707)
==========
2006 PARTNERSHIP NET ASSETS: $407,032,045
Commodity (3,998,724) (0.98) (154,300) (0.04) (4,153,024)
Equity 4,657,094 1.14 -- -- 4,657,094
Foreign currency (2,899,408) (0.71) 16,812,492 4.13 13,913,084
Interest rate (429,351) (0.11) 10,622,441 2.61 10,193,090
---------- ----- ---------- ----- ----------
Grand Total: (2,670,389) (0.66) 27,280,633 6.70 24,610,244
========== ===== ========== =====
Unrealized Currency Loss (900,691)
----------
Total Net Unrealized Gain 23,709,553
==========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER ASPECT L.P.
SCHEDULES OF INVESTMENTS
DECEMBER 31, 2007 AND 2006
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS)
- ------------------------------ - --------------- ------------- ---------------- ------------- --------------
2007 PARTNERSHIP NET ASSETS: $135,732,061 $ % $ % $
Commodity 2,994,888 2.21 261,616 0.19 3,256,504
Equity 84,465 0.06 (3,274) -- 81,191
Foreign currency (351,606) (0.26) (238,458) (0.18) (590,064)
Interest rate 1,502,065 1.11 510,676 0.38 2,012,741
--------- ----- --------- ----- ---------
Grand Total: 4,229,812 3.12 530,560 0.39 4,760,372
========= ===== ========= =====
Unrealized Currency Gain 303,734
---------
Total Net Unrealized Gain 5,064,106
=========
2006 PARTNERSHIP NET ASSETS: $124,100,416
Commodity (387,481) (0.31) 1,895,345 1.53 1,507,864
Equity 695,962 0.56 -- -- 695,962
Foreign currency 1,204,942 0.97 597,818 0.48 1,802,760
Interest rate (137,111) (0.11) 922,709 0.74 785,598
--------- ----- --------- ----- ---------
Grand Total: 1,376,312 1.11 3,415,872 2.75 4,792,184
========= ===== ========= =====
Unrealized Currency Gain 6,582
---------
Total Net Unrealized Gain 4,798,766
=========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
SCHEDULES OF INVESTMENTS
DECEMBER 31, 2007 AND 2006
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2007 PARTNERSHIP NET ASSETS: $440,273,980 $ % $ % $
Commodity 1,186,484 0.27 (118,001) (0.03) 1,068,483
Equity (102,031) (0.02) (23,945) (0.01) (125,976)
Foreign currency (1,534,962) (0.34) (914,641) (0.21) (2,449,603)
Interest rate 381,109 0.08 (597,710) (0.13) (216,601)
---------- ----- ---------- ----- ----------
Grand Total: (69,400) (0.01) (1,654,297) (0.38) (1,723,697)
========== ===== ========== =====
Unrealized Currency Gain 1,518,232
----------
Total Net Unrealized Loss (205,465)
==========
2006 PARTNERSHIP NET ASSETS: $419,975,791
Commodity 79,650 0.02 680,903 0.16 760,553
Equity 3,642,736 0.87 -- -- 3,642,736
Foreign currency 5,610,658 1.34 642,240 0.15 6,252,898
Interest rate (3,101,026) (0.75) 4,738,934 1.13 1,637,908
---------- ----- ---------- ----- ----------
Grand Total: 6,232,018 1.48 6,062,077 1.44 12,294,095
========== ===== ========== =====
Unrealized Currency Gain 243,969
----------
Total Net Unrealized Gain 12,538,064
==========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER WCM L.P.
SCHEDULES OF INVESTMENTS
DECEMBER 31, 2007 AND 2006
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2007 PARTNERSHIP NET ASSETS: $83,801,936 $ % $ % $
Commodity 1,260,450 1.50 (115,496) (0.14) 1,144,954
Equity 41,882 0.05 15,947 0.02 57,829
Foreign currency (232,623) (0.27) (19,555) (0.02) (252,178)
Interest rate 126,895 0.15 (30,995) (0.04) 95,900
--------- ----- --------- ----- ---------
Grand Total: 1,196,604 1.43 (150,099) (0.18) 1,046,505
========= ===== ========= =====
Unrealized Currency Gain 51,335
---------
Total Net Unrealized Gain 1,097,840
=========
2006 PARTNERSHIP NET ASSETS: $44,311,060
Commodity (296,275) (0.67) 410,666 0.93 114,391
Equity 737,505 1.66 -- -- 737,505
Foreign currency 65,403 0.15 531,873 1.20 597,276
Interest rate (583,619) (1.31) 227,255 0.51 (356,364)
--------- ----- --------- ----- ---------
Grand Total: (76,986) (0.17) 1,169,794 2.64 1,092,808
========= ===== ========= =====
Unrealized Currency Gain 1,981
---------
Total Net Unrealized Gain 1,094,789
=========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. Morgan Stanley Charter Campbell L.P. ("Charter Campbell"),
Morgan Stanley Charter Aspect L.P. ("Charter Aspect"), Morgan Stanley Charter
Graham L.P. ("Charter Graham"), and Morgan Stanley Charter WCM L.P. ("Charter
WCM") (individually, a "Partnership", and collectively, the "Partnerships") are
limited partnerships organized to engage primarily in the speculative trading
of futures contracts, options on futures and forward contracts, and forward
contracts on physical commodities and other commodity interests, including, but
not limited to, foreign currencies, financial instruments, metals, energy, and
agricultural products (collectively, "Futures Interests").
The Partnerships may buy or write put and call options through listed
exchanges and the over-the-counter market. The buyer has the right to purchase
(in the case of a call option) or sell (in the case of a put option) a
specified quantity of a specific Futures Interest or underlying asset at a
specified price prior to or on a specified expiration date. The writer of an
option is exposed to the risk of loss if the market price of the underlying
asset declines (in the case of a put option) or increases (in the case of a
call option). The writer of an option can never profit by more than the premium
paid by the buyer but can lose an unlimited amount.
Premiums received/paid from writing/purchasing options are recorded as
liabilities/assets on the Statements of Financial Condition and are
subsequently adjusted to current values. The difference between the current
value of an option and the premium received/paid is treated as an unrealized
gain or loss.
The general partner for each Partnership is Demeter Management Corporation
("Demeter"). The commodity brokers are Morgan Stanley & Co. Incorporated
("MS&Co.") and Morgan Stanley & Co. International plc ("MSIP"). MS&Co. acts as
the counterparty on all trading of foreign currency forward contracts. For
Charter Campbell, Morgan Stanley Capital Group Inc. ("MSCG") acts as the
counterparty on all trading of options on foreign currency forward contracts.
Demeter, MS&Co., MSIP, and MSCG are wholly-owned subsidiaries of Morgan Stanley.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
Prior to September 15, 2006, the trading advisor for Charter Aspect (formerly
Morgan Stanley Charter MSFCM L.P.) was VK Capital Inc. ("VK Capital").
Effective September 15, 2006, Demeter terminated the management agreement
between Charter Aspect and VK Capital. Consequently, VK Capital ceased all
futures interests trading on behalf of Charter Aspect as of September 15, 2006.
VK Capital was a wholly-owned subsidiary of Morgan Stanley. It was dissolved as
of October 19, 2007.
Effective September 30, 2006, Demeter terminated the management agreement
between Morgan Stanley Charter WCM (formerly Morgan Stanley Charter Millburn
L.P.) and Millburn Ridgefield Corporation ("Millburn"). Consequently, Millburn
ceased all futures interests trading on behalf of Charter WCM as of September
30, 2006.
Effective October 16, 2006, Demeter entered into a management agreement with
Aspect Capital Limited ("Aspect") to serve as the sole trading advisor to
Charter Aspect effective December 1, 2006.
Also, effective October 16, 2006, Morgan Stanley Charter MSFCM L.P. changed
its name to Morgan Stanley Charter Aspect L.P.
Effective October 13, 2006, Demeter entered into a management agreement with
Winton Capital Management Limited ("Winton") to serve as the sole trading
advisor to Charter WCM effective December 1, 2006.
Also, effective October 13, 2006, Morgan Stanley Charter Millburn L.P.
changed its name to Morgan Stanley Charter WCM L.P.
For the period from September 15, 2006, to December 1, 2006, for Charter
Aspect and the period from September 30, 2006, to December 1, 2006, for Charter
WCM, all of Charter Aspect's assets and Charter WCM's assets were paid interest
at the rate specified in the then-current Charter Series prospectus, with a
limited partner's share of interest credited to its Units. No management,
brokerage, or incentive fees were charged during this interim period, given the
absence of futures interests trading by Charter Aspect and Charter WCM.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
On April 1, 2007, Morgan Stanley merged Morgan Stanley DW Inc. ("Morgan
Stanley DW") into MS&Co. Upon completion of the merger, the surviving entity,
MS&Co., became the Partnerships' principal U.S. commodity broker-dealer.
On April 13, 2007, Morgan Stanley & Co. International Limited changed its
name to Morgan Stanley & Co. International plc.
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by Demeter and the limited partners
based on their proportional ownership interests.
USE OF ESTIMATES. The financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported
amounts in the financial statements and related disclosures. Management
believes that the estimates utilized in the preparation of the financial
statements are prudent and reasonable. Actual results could differ from those
estimates.
REVENUE RECOGNITION. Futures Interests are open commitments until settlement
date, at which time they are realized. They are valued at market on a daily
basis and the resulting net change in unrealized gains and losses is reflected
in the change in unrealized trading profit (loss) on open contracts from one
period to the next on the Statements of Operations. Monthly, MS&Co. credits
each Partnership with interest income on 100% of its average daily funds held
at MS&Co. and MSIP to meet margin requirements at a rate approximately
equivalent to what the commodity brokers pay other similar customers on margin
deposits. In addition, MS&Co. credits at each month end each Partnership with
interest income on 100% of such Partnership's assets not deposited as margin at
a rate equal to the monthly average of the 4-week U.S. Treasury bill discount
rate during the month. For purposes of such interest payments, Net Assets do
not include monies owed to the Partnerships on forward contracts and other
Futures Interests.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
The Partnerships' functional currency is the U.S. dollar; however, the
Partnerships may transact business in currencies other than the U.S. dollar.
Assets and liabilities denominated in currencies other than the U.S. dollar are
translated into U.S. dollars at the rates in effect at the date of the
Statements of Financial Condition. Income and expense items denominated in
currencies other than the U.S. dollar are translated into U.S. dollars at the
rates in effect during the period. Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.
NET INCOME (LOSS) PER UNIT. Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.
NEW ACCOUNTING DEVELOPMENTS. In July 2006, the Financial Accounting Standards
Board ("FASB") issued Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement 109" ("FIN 48"). FIN 48
clarifies the accounting for income taxes by prescribing the minimum
recognition threshold a tax position must meet before being recognized in the
financial statements. FIN 48 became effective for the Partnerships as of
January 1, 2007. The Partnerships have determined that the adoption of FIN 48
did not have a material impact on the Partnerships' financial statements. The
Partnerships file U.S. federal and state tax returns. The 2004 through 2007 tax
years generally remain subject to examination by U.S. federal and most state
tax authorities.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements.
SFAS No. 157 is effective for the Partnerships as of January 1, 2008. The
impact to the Partnerships' financial statements, if any, is currently being
assessed.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
TRADING EQUITY. The Partnerships' asset "Trading Equity," reflected on the
Statements of Financial Condition, consists of (A) cash on deposit with MS&Co.
and MSIP to be used as margin for trading; (B) net unrealized gains or losses
on futures and forward contracts, which are valued at market and calculated as
the difference between original contract value and market value; and for
Partnerships which trade in options, (C) options purchased at fair value.
Options written at fair value are recorded in Liabilities.
The Partnerships, in their normal course of business, enter into various
contracts with MS&Co. and MSIP acting as their commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIP, to the extent that such trading
results in unrealized gains or losses, these amounts are offset and reported on
a net basis on the Partnerships' Statements of Financial Condition.
The Partnerships have offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under the terms of
their master netting agreement with MS&Co., as the counterparty on such
contracts. The Partnerships have consistently applied their right to offset.
BROKERAGE AND RELATED TRANSACTION FEES AND COSTS. Each Partnership currently
pays a flat-rate monthly brokerage fee of 1/12 of 6.00% of the Partnership's
Net Assets as of the first day of each month (a 6.00% annual rate). Such fees
currently cover all brokerage fees, transaction fees and costs, and ordinary
administrative and offering expenses.
Subsequent to September 15, 2006, for Charter Aspect and subsequent to
September 30, 2006, for Charter WCM, no brokerage fees were paid until December
1, 2006, given the absence of futures interests trading.
From August 1, 2002 to June 30, 2005, each Partnership paid a flat-rate
monthly brokerage fee of 1/12 of 6.25% of the Partnership's Net Assets as of
the first day of each month (a 6.25% annual rate).
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
OPERATING EXPENSES. The Partnerships incur monthly management fees and may
incur an incentive fee. All common administrative and continuing offering
expenses including legal, auditing, accounting, filing fees, and other related
expenses are borne by MS&Co. through the brokerage fees paid by the
Partnerships.
CONTINUING OFFERING. Units of each Partnership except Charter Campbell are
offered at a price equal to 100% of the Net Asset Value per Unit as of the
close of business on the last day of each month. Effective September 30, 2006,
subscriptions for Units of Charter Aspect and Charter WCM were not accepted
until November 30, 2006, month-end closing when Aspect and Winton commenced
trading. No selling commissions or charges related to the continuing offering
of Units are paid by the limited partners or the Partnerships. MS&Co. pays all
such costs.
Effective May 1, 2006, Charter Campbell no longer accepts any subscriptions
for Units in the Partnership.
REDEMPTIONS. Limited partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of the last day of any month that is
at least six months after the closing at which a person first becomes a limited
partner. The Request for Redemption must be delivered to a limited partner's
local Morgan Stanley Branch Office in time for it to be forwarded and received
by Demeter no later than 3:00 p.m., New York City time, on the last day of the
month in which the redemption is to be effective. Redemptions must be made in
whole Units, with a minimum of 100 Units required for each redemption, unless a
limited partner is redeeming his entire interest in a particular Partnership.
Units redeemed on or prior to the last day of the twelfth month from the date
of purchase will be subject to a redemption charge equal to 2% of the Net Asset
Value of a Unit on the Redemption Date. Units redeemed after the last day of
the twelfth month and on or prior to the last day of the twenty-fourth month
from the date of purchase will be subject to a redemption charge equal to 1% of
the Net Asset Value of a Unit on the Redemption Date. Units redeemed after the
last day of the twenty-fourth month from the date of purchase will not be
subject to a redemption charge. The foregoing redemption charges are paid to
MS&Co.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
EXCHANGES. On the last day of the first month which occurs more than six
months after a person first becomes a limited partner in each Partnership
except Charter Campbell, and at the end of each month thereafter, limited
partners may exchange their Units among Charter Aspect, Charter Graham, and
Charter WCM (subject to certain restrictions outlined in the Limited
Partnership Agreements) without paying additional charges.
Effective September 30, 2006, Charter Aspect and Charter WCM did not accept
any exchanges of Units from any other Charter Series of Funds until the
November 30, 2006, month-end closing when Aspect and Winton commenced trading.
Effective May 1, 2006, Charter Campbell no longer accepts any exchanges of
Units from any other Charter Series of fund for Units of Charter Campbell.
DISTRIBUTIONS. Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date. Demeter does not intend to make any distributions of the
Partnerships' profits.
INCOME TAXES. No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of each Partnership's revenues
and expenses for income tax purposes.
DISSOLUTION OF THE PARTNERSHIPS. Charter Aspect will terminate on December 31,
2025, and Charter Campbell, Charter Graham, and Charter WCM will terminate on
December 31, 2035, or at an earlier date if certain conditions occur as defined
in each Partnership's Limited Partnership Agreement.
LITIGATION SETTLEMENT. Charter Aspect received notification of a preliminary
entitlement to payment from the Sumitomo Copper Litigation Settlement
Administrator, and Charter Aspect received a settlement award payment in the
amount of $3,661 during November 2005. Any amounts received are accounted for
in the period received, for the benefit of the limited partners at the date of
receipt.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
RESTRICTED AND UNRESTRICTED CASH. As reflected on the Partnerships' Statements
of Financial Condition, restricted cash represents cash on deposit to satisfy
margin requirements for trading. These amounts of restricted cash are
maintained separately. Cash that is not on deposit to satisfy the margin
requirements for trading is reflected as unrestricted cash.
RECLASSIFICATIONS. Certain prior year amounts relating to cash balances were
reclassified on the Statements of Financial Condition and Cash Flows to conform
to 2007 presentation. Certain prior year amounts relating to options were
reclassified on the Statements of Financial Condition to conform to 2007
presentation. Such reclassifications have no impact on the Partnerships'
reported net income (loss).
- --------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
Each Partnership pays brokerage fees to MS&Co. (Morgan Stanley DW, through
March 31, 2007) as described in Note 1. Each Partnership's cash is on deposit
with Morgan Stanley DW (through March 31, 2007), MS&Co., and MSIP in futures
interests trading accounts to meet margin requirements as needed. MS&Co.
(Morgan Stanley DW, through March 31, 2007) pays interest on these funds as
described in Note 1. Management fees and incentive fees (if any) incurred by
Morgan Stanley Charter MSFCM L.P. were paid to VK Capital through September 15,
2006.
- --------------------------------------------------------------------------------
3. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The trading
advisors for each Partnership at December 31, 2007, were as follows:
Morgan Stanley Charter Campbell L.P.
Campbell & Company, Inc.
Morgan Stanley Charter Aspect L.P.
Aspect Capital Limited ("Aspect")
Morgan Stanley Charter Graham L.P.
Graham Capital Management, L.P.
Morgan Stanley Charter WCM L.P.
Winton Capital Management Limited ("Winton")
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:
MANAGEMENT FEE. Charter Aspect, Charter Graham, and Charter WCM each pays its
trading advisor a flat-rate monthly fee equal to 1/6 of 1% (a 2% annual rate)
of the Partnership's Net Assets under management by each trading advisor as of
the first day of each month.
Effective as of September 15, 2006, for Charter Aspect and September 30,
2006, for Charter WCM, no management fees were paid until December 1, 2006,
when Aspect and Winton commenced trading.
Charter Campbell pays its trading advisor a flat-rate monthly fee equal to
1/12 of 2.65% (a 2.65% annual rate) of the Partnership's Net Assets under
management as of the first day of each month.
INCENTIVE FEE. Each Partnership's incentive fee is equal to 20% of trading
profits paid on a monthly basis.
Effective as of September 15, 2006, for Charter Aspect and September 30,
2006, for Charter WCM, no incentive fees were paid until December 1, 2006, when
Aspect and Winton commenced trading.
Trading profits represent the amount by which profits from futures, forwards,
and options trading exceed losses after brokerage and management fees are
deducted. When a trading advisor experiences losses with respect to Net Assets
as of the end of a calendar month, the trading advisor must recover such losses
before that trading advisor is eligible for an incentive fee in the future.
Charter Aspect and Charter WCM pay incentive fees to Aspect and Winton,
respectively, based upon the performance of each trading advisor beginning
December 1, 2006, without regard to any losses incurred by the prior trading
advisor(s).
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
- --------------------------------------------------------------------------------
4. FINANCIAL INSTRUMENTS
The Partnerships trade Futures Interests. Futures and forwards represent
contracts for delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the potential
inability of counterparties to perform under the terms of the contracts. There
are numerous factors which may significantly influence the market value of
these contracts, including interest rate volatility.
The market value of exchange-traded contracts is based on the settlement
price quoted by the exchange on the day with respect to which market value is
being determined. If an exchange-traded contract could not have been liquidated
on such day due to the operation of daily limits or other rules of the
exchange, the settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The market value of
off-exchange-traded contracts is based on the fair market value quoted by the
counterparty.
The Partnerships' contracts are accounted for on a trade-date basis and
marked to market on a daily basis. Each Partnership accounts for its derivative
investments in accordance with the provisions of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 defines a derivative as a
financial instrument or other contract that has all three of the following
characteristics:
(1)One or more underlying notional amounts or payment provisions;
(2)Requires no initial net investment or smaller initial net investment than
would be required relative to changes in market factors;
(3)Terms require or permit net settlement.
Generally, derivatives include futures, forward, swap or options contracts,
and other financial instruments with similar characteristics such as caps,
floors, and collars.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
The net unrealized gains (losses) on open contracts at December 31, reported
as a component of "Trading Equity" on the Statements of Financial Condition,
and their longest contract maturities were as follows:
CHARTER CAMPBELL
NET UNREALIZED GAINS/(LOSSES)
ON OPEN CONTRACTS LONGEST MATURITIES
---------------------------------- -------------------
OFF-
EXCHANGE- OFF-EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- ------------- ---------- --------- ---------
$ $ $
2007 660,093 (5,317,800) (4,657,707) Sep. 2008 Mar. 2008
2006 9,796,471 13,913,082 23,709,553 Sep. 2007 Mar. 2007
CHARTER ASPECT
NET UNREALIZED GAINS/(LOSSES)
ON OPEN CONTRACTS LONGEST MATURITIES
--------------------------------- -------------------
OFF-
EXCHANGE- OFF-EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- ------------- --------- --------- ---------
$ $ $
2007 5,510,058 (445,952) 5,064,106 Mar. 2009 Jan. 2008
2006 2,996,006 1,802,760 4,798,766 Mar. 2008 Jan. 2007
CHARTER GRAHAM
NET UNREALIZED GAINS/(LOSSES)
ON OPEN CONTRACTS LONGEST MATURITIES
---------------------------------- -------------------
OFF-
EXCHANGE- OFF-EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- ------------- ---------- --------- ---------
$ $ $
2007 2,077,012 (2,282,477) (205,465) Jun. 2009 Mar. 2008
2006 5,466,119 7,071,945 12,538,064 Jun. 2008 Mar. 2007
CHARTER WCM
NET UNREALIZED GAINS
ON OPEN CONTRACTS LONGEST MATURITIES
--------------------------------- -------------------
OFF-
EXCHANGE- OFF-EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- ------------- --------- --------- ---------
$ $ $
2007 1,097,840 -- 1,097,840 Jun. 2009 --
2006 1,094,789 -- 1,094,789 Jun. 2008 --
The Partnerships have credit risk associated with counterparty
nonperformance. As of the date of the financial statements, the credit risk
associated with the instruments in which the Partnerships trade is limited to
the amounts reflected in the Partnerships' Statements of Financial Condition.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
The Partnerships also have credit risk because MS&Co., MSIP, and/or MSCG act
as the futures commission merchants or the counterparties, with respect to most
of the Partnerships' assets. Exchange-traded futures, exchange-traded forward,
and exchange-traded futures-styled options contracts are marked to market on a
daily basis, with variations in value settled on a daily basis. MS&Co. and
MSIP, each as a futures commission merchant for each Partnership's
exchange-traded futures, exchange-traded forward, and exchange-traded
futures-styled options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures, exchange-traded forward, and
exchange-traded futures-styled options contracts, including an amount equal to
the net unrealized gains (losses) on all open exchange-traded futures,
exchange-traded forward, and exchange-traded futures-styled options contracts,
which funds, in the aggregate, totaled $285,950,890 and $403,046,046 for
Charter Campbell, $133,322,442 and $125,631,930 for Charter Aspect,
$442,355,883 and $422,467,679 for Charter Graham, and $80,323,292 and
$42,925,241 for Charter WCM at December 31, 2007 and 2006, respectively. With
respect to each Partnership's off-exchange-traded forward currency contracts
and forward currency options contracts, there are no daily settlements of
variation in value, nor is there any requirement that an amount equal to the
net unrealized gains (losses) on such contracts be segregated. However, each
Partnership is required to meet margin requirements equal to the net unrealized
loss on open forward currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the cash balance in
a custody account held at MS&Co. With respect to those off-exchange-traded
forward currency contracts, the Partnerships are at risk to the ability of
MS&Co., the sole counterparty on all such contracts, to perform. With respect
to those off-exchange-traded forward currency options contracts, Charter
Campbell is at risk to the ability of MSCG, the sole counterparty on all such
contracts, to perform. Each Partnership has a netting agreement with the
counterparties. These agreements, which seek to reduce both the Partnerships'
and the counterparties' exposure on off-exchange-traded forward currency
contracts, should materially decrease the Partnerships' credit risk in the
event of MS&Co.'s or MSCG's bankruptcy or insolvency.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
- --------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS
CHARTER CAMPBELL
2007 2006 2005
-------- ------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 13.09 $ 12.70 $ 11.58
-------- ------- -------
NET OPERATING RESULTS:
Interest Income 0.57 0.60 0.34
Expenses (1.09) (1.09) (1.04)
Realized Profit (Loss)/(1)/ (0.43) (0.24) 2.25
Unrealized Profit (Loss) (1.01) 1.12 (0.43)
-------- ------- -------
Net Income (Loss) (1.96) 0.39 1.12
-------- ------- -------
NET ASSET VALUE,
DECEMBER 31: $ 11.13 $ 13.09 $ 12.70
======== ======= =======
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (4.3)% (3.9)% (5.7)%
Expenses before Incentive Fees 8.9 % 8.6 % 8.5 %
Expenses after Incentive Fees 8.9 % 8.6 % 8.5 %
Net Income (Loss) (15.8)% 2.3 % 9.6 %
TOTAL RETURN BEFORE
INCENTIVE FEES (15.0)% 3.1 % 9.7 %
TOTAL RETURN AFTER
INCENTIVE FEES (15.0)% 3.1 % 9.7 %
INCEPTION-TO-DATE RETURN 11.3 %
COMPOUND ANNUALIZED
RETURN 2.1 %
CHARTER ASPECT
2007 2006 2005
------- ------- --------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 17.38 $ 15.73 $ 19.56
------- ------- --------
NET OPERATING RESULTS:
Interest Income 0.78 0.79 0.50
Expenses (1.60) (1.21) (1.36)
Realized Profit (Loss)/(1)/ 1.54 2.40 (2.45)
Unrealized Profit (Loss) 0.04 (0.33) (0.52)
Proceeds from Litigation
Settlement -- -- 0.00
------- ------- --------
Net Income (Loss) 0.76 1.65 (3.83)
------- ------- --------
NET ASSET VALUE,
DECEMBER 31: $ 18.14 $ 17.38 $ 15.73
======= ======= ========
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (4.7)% (2.5)% (5.4)%
Expenses before Incentive Fees 7.9 % 6.5 % 8.5 %
Expenses after Incentive Fees 9.1 % 7.3 % 8.5 %
Net Income (Loss) 4.5 % 10.9 % (25.5)%
TOTAL RETURN BEFORE
INCENTIVE FEES 5.6 % 11.3 % (19.6)%
TOTAL RETURN AFTER
INCENTIVE FEES 4.4 % 10.5 % (19.6)%
INCEPTION-TO-DATE RETURN 81.4 %
COMPOUND ANNUALIZED
RETURN 4.4 %
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(concluded)
CHARTER GRAHAM
2007 2006 2005
-------- ------- --------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 19.46 $ 18.60 $ 22.16
-------- ------- --------
NET OPERATING RESULTS:
Interest Income 0.90 0.90 0.55
Expenses (1.63) (1.54) (1.54)
Realized Profit (Loss)/(1)/ 3.91 1.06 (2.68)
Unrealized Profit (Loss) (0.62) 0.44 0.11
-------- ------- --------
Net Income (Loss) 2.56 0.86 (3.56)
-------- ------- --------
NET ASSET VALUE,
DECEMBER 31: $ 22.02 $ 19.46 $ 18.60
======== ======= ========
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (3.6)% (3.3)% (5.3)%
Expenses before Incentive Fees 8.0 % 8.0 % 8.2 %
Expenses after Incentive Fees 8.0 % 8.0 % 8.2 %
Net Income (Loss) 12.1 % 4.5 % (18.1)%
TOTAL RETURN BEFORE
INCENTIVE FEES 13.2 % 4.6 % (16.1)%
TOTAL RETURN AFTER
INCENTIVE FEES 13.2 % 4.6 % (16.1)%
INCEPTION-TO-DATE
RETURN 120.2 %
COMPOUND ANNUALIZED
RETURN 9.3 %
CHARTER WCM
2007 2006 2005
------- ------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 10.21 $ 10.46 $ 10.52
------- ------- -------
NET OPERATING RESULTS:
Interest Income 0.43 0.51 0.26
Expenses (0.98) (0.73) (0.81)
Realized Profit (Loss)/(1)/ 1.61 (0.20) 1.04
Unrealized Profit (Loss) -- 0.17 (0.55)
------- ------- -------
Net Income (Loss) 1.06 (0.25) (0.06)
------- ------- -------
NET ASSET VALUE,
DECEMBER 31:...................... $ 11.27 $ 10.21 $ 10.46
======= ======= =======
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (5.1)% (2.1)% (5.6)%
Expenses before Incentive Fees 7.6 % 6.8 % 8.3 %
Expenses after Incentive Fees 9.1 % 6.9 % 8.3 %
Net Income (Loss) 11.3 % (2.2)% (2.1)%
TOTAL RETURN BEFORE
INCENTIVE FEES 11.9 % (2.3)% (0.6)%
TOTAL RETURN AFTER
INCENTIVE FEES 10.4 % (2.4)% (0.6)%
INCEPTION-TO-DATE RETURN 12.7 %
COMPOUND ANNUALIZED
RETURN 1.4 %
/(1)/Realized Profit (Loss) is a balancing amount necessary to reconcile the
change in Net Asset Value per Unit with the other per Unit information.
PRESORTED
STANDARD
U.S. POSTAGE
PAID
PERMIT #374
LANCASTER, PA
Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY 10036
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ADDRESS SERVICE REQUESTED
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CHT 38280-09
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