UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "large accelerated filer", "accelerated filer" and "maller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer X
Smaller reporting company _____
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:
$507,224,244 at June 30, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
<page>
EXPLANATORY NOTE
This Annual Report on Form 10-K/A ("Form 10-K/A") is being
filed as Amendment No. 1 to our Annual Report on Form 10-K
for the year ended December 31, 2008, which was filed with
the Securities and Exchange Commission on March 31, 2009
(the "Original Filing"). This Form 10-K/A is a technical
amendment to correct a typographical error in Exhibit 13.01
the Annual Report to Limited Partners for the year ended
December 31, 2008. The exhibit included references
to the reports of the registrant's independent registered
public accounting firm Deloitte and Touche LLP as being
dated March 20, 2009, when in fact the reports were dated
March 30, 2009.
This Form 10-K/A includes only the corrected exhibit. This
Amendment No. 1 does not reflect events occurring after the
filing of the Original Filing. The Original Filing is
unchanged except with respect to the changes to Exhibit
13.01 included in this amendment.
<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
May 12, 2009 BY: /s/ Christian Angstadt
Christian Angstadt, Chief Financial Officer
<page> EXHIBIT INDEX
ITEM
13.01 December 31, 2008, 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.
<page> EXHIBIT 31.01
CERTIFICATIONS
I, Walter Davis, certify that:
1. I have reviewed this annual report on Form 10-K/A of Morgan
Stanley Charter Graham L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
<page>
d) Discovered in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: May 12, 2009 /s/ Walter Davis
Walter Davis
President,
Demeter Management Corporation,
general partner of the registrant
<page> EXHIBIT 31.02
CERTIFICATIONS
I, Christian Angstadt, certify that:
1. I have reviewed this annual report on Form 10-K/A of Morgan
Stanley Charter Graham L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d- 15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
<page>
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: May 12, 2009 /s/Christian Angstadt
Christian Angstadt
Chief Financial Officer,
Demeter Management Corporation,
general partner of the registrant
<page>
EXHIBIT 32.01
CERTIFICATION OF PRESIDENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Morgan Stanley Charter
Graham L.P. (the "Partnership") on Form 10-K/A for the period
ended December 31, 2008, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Walter Davis,
President of Demeter Management Corporation, the general partner
of the Partnership, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
By: /s/ Walter Davis
Name: Walter Davis
Title: President
Date: May 12, 2009
<page>
EXHIBIT 32.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Morgan Stanley Charter
Graham L.P. (the "Partnership") on Form 10-K/A for the period
ended December 31, 2008, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Christian
Angstadt, Chief Financial Officer of Demeter Management
Corporation, the general partner of the Partnership, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
By: /s/ Christian Angstadt
Name: Christian Angstadt
Title: Chief Financial Officer
Date: May 12, 2009
Morgan Stanley
Charter Series
December 31, 2008
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 2008 RETURN
FUND % % % % % % % % % % % % % % % %
- --------------------------------------------------------------------------------------------------------------------------------
Charter Campbell. -- -- -- -- -- -- -- -- (4.2) 16.3 3.9 9.7 3.1 (15.0) (2.2) 8.8
(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 23.9 124.8
(10 mos.)
- --------------------------------------------------------------------------------------------------------------------------------
Charter Graham... -- -- -- -- -- 2.9 22.0 9.7 36.8 16.1 1.3 (16.1) 4.6 13.2 32.3 191.3
(10 mos.)
- --------------------------------------------------------------------------------------------------------------------------------
Charter WCM...... -- -- -- -- -- (7.2) 12.1 (11.3) 21.1 (0.6) (5.3) (0.6) (2.4) 10.4 15.5 30.2
(10 mos.)
- --------------------------------------------------------------------------------------------------------------------------------
COMPOUND
ANNUALIZED
RETURN
FUND %
- ----------------------------
Charter Campbell. 1.4
- ----------------------------
Charter Aspect... 5.6
- ----------------------------
Charter Graham... 11.5
- ----------------------------
Charter WCM...... 2.7
- ----------------------------
DEMETER MANAGEMENT CORPORATION
522 Fifth Avenue, 13th Floor
New York, NY 10036
Telephone (212) 296-1999
MORGAN STANLEY CHARTER SERIES
ANNUAL REPORT
2008
Dear Limited Partner:
This marks the seventh annual report for Morgan Stanley Charter Campbell
L.P., the fifteenth annual report for Morgan Stanley Charter Aspect L.P., and
the tenth 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 ("Fund(s)") as of December 31, 2008 was as follows:
% CHANGE
FUNDS N.A.V. FOR YEAR
---------------------------------
Charter Campbell $10.88 -2.2%
---------------------------------
Charter Aspect $22.48 23.9%
---------------------------------
Charter Graham $29.13 32.3%
---------------------------------
Charter WCM $13.02 15.5%
---------------------------------
Since its inception in October 2002, Charter Campbell has returned 8.8% (a
compound annualized return of 1.4%). Since its inception in March 1994, Charter
Aspect has returned 124.8% (a compound annualized return of 5.6%). Since their
inception in March 1999, Charter Graham has returned 191.3% (a compound
annualized return of 11.5%) and Charter WCM has returned 30.2% (a compound
annualized return of 2.7%).
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.
After the November 30, 2008 monthly close, Demeter Management Corporation
("Demeter") no longer offers for purchase or exchange units of limited
partnership interest ("Units") in Charter Aspect, Charter Graham, and Charter
WCM. For more information, please contact your Financial Advisor and refer to
your Morgan Stanley Charter Series Supplement dated September 17, 2008.
As of December 15, 2008, Mr. Richard D. Gueren and Mr. Michael R. Durbin no
longer serve as Directors of Demeter Management Corporation. The Board of
Directors of Demeter Management Corporation has not made a determination
whether to elect replacement Directors as of the date of this letter.
Graham Capital Management, L.P. ("Graham"), trading advisor to Morgan Stanley
Charter Graham L.P. ("Charter Graham"), notified the General Partner that
Graham Global Diversified Program and Graham K4 Program were merged into one
trading program, Graham K4D-15 ("K4D-15"), effective January 1, 2009. As such,
effective January 1, 2009, Graham began trading 100% of Charter Graham's assets
pursuant to K4D-15 at the standard leverage. Prior to January 1, 2009, Graham
traded approximately 50% of Charter Graham's assets pursuant to its Global
Diversified Program at 1.5 times the standard leverage it applied for such
program and approximately 50% of Charter Graham's assets pursuant to its K4
Program at 1.5 times the standard leverage it applied for such program.
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, 2008
------------------------------
Currencies -0.44%
Global Interest Rates -4.51%
Global Stock Indices 9.40%
Energies 0.36%
Metals 0.41%
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 within the global interest
rate sector from long positions in European fixed-income futures as prices
reversed lower in March following the U.S. Federal Reserve's aggressive
actions to boost liquidity within the U.S. financial system, which
temporarily renewed investor optimism about the future direction of the
global equity markets. During April, long positions in Japanese fixed-income
futures resulted in additional losses as prices declined amid speculation
that the Bank of Japan would not reduce borrowing costs as much as
previously expected due to accelerating global inflation. Further losses
were experienced during the third and fourth quarters from newly established
short positions in European fixed-income futures as prices increased amid a
sharp decline in the global equity markets, as well as worries regarding the
fundamental health of the global economy and financial system. Fixed-income
prices also moved higher during the fourth quarter after the European
Central Bank lowered borrowing costs in an attempt to stimulate economic
growth.
MORGAN STANLEY CHARTER CAMPBELL L.P.
FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)
.. Additional losses were recorded within the currency sector, primarily during
January, September, October, November, and December, from short positions in
the Japanese yen versus the U.S. dollar as the value of the Japanese yen
moved higher against the U.S. dollar after extreme volatility in the global
equity markets and concerns of a global economic recession caused investors
to sell higher-yielding assets funded by loans in Japan. Smaller losses were
incurred primarily during the fourth quarter from long positions in the
Canadian dollar versus the U.S. dollar as the value of the U.S. dollar moved
higher against most of its rivals in tandem with rising U.S.
dollar-denominated Treasury bonds amid a global "flight-to-quality".
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. Within the global stock index sector, trading gains were recorded primarily
during January, February, March, and June, from short positions in U.S.,
European, and Pacific Rim equity index futures as prices decreased during
the first half of the year on concerns that a persistent U.S. housing slump,
mounting losses linked to U.S. sub-prime mortgage investments, rising
commodity prices, and a weakening job market would restrain consumer
spending, erode corporate earnings, and curb global economic growth.
Additional gains were experienced during July, September, and October as
equity prices dropped sharply amid unprecedented U.S. financial market
turmoil and growing concerns that efforts by central banks and governments
around the world to support the financial system would not prevent a global
recession.
.. Within the metals markets, gains were recorded from long positions in gold
futures as prices increased during the first half of the year due to a drop
in the value of the U.S. dollar. Additional gains were experienced primarily
during September and October from short futures positions in zinc as prices
decreased amid worries that a global economic recession would erode demand
for base metals.
.. Within the energy markets, gains were recorded primarily during the second
quarter from long futures positions in crude oil related products as prices
moved higher due to a drop in OPEC output, supply threats in Nigeria and
Iraq, growing Asian fuel consumption, and an unexpected decline in domestic
inventories. Elsewhere, short positions in natural gas futures resulted in
gains primarily during August, September, and October as prices dropped amid
rising U.S. inventories and slowing global energy demand.
MORGAN STANLEY CHARTER ASPECT L.P.
[CHART]
Year ended December 31, 2008
----------------------------
Currencies -2.37%
Global Interest Rates 16.55%
Global Stock Indices 8.07%
Energies 5.20%
Metals 5.03%
Agriculturals 1.64%
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 within the global interest
rate sector, primarily during January and February, from long positions in
U.S., Australian, and Japanese fixed-income futures as prices moved higher
in a worldwide "flight-to-quality" following a sharp drop in the global
equity markets and concerns that a possible economic recession in the United
States would weaken the global economy. Additionally, U.S. fixed-income
futures prices moved higher as the U.S. Federal Reserve cut interest rates
by 200 basis points throughout the first quarter amid slowing economic
growth. During May and June, short positions in European interest rate
futures resulted in gains as prices declined after government reports
revealed accelerating inflation and better-than-expected economic growth in
the Euro-Zone. Further gains were experienced from August through December
from long positions in U.S., European, Australian, and Japanese fixed-income
futures as prices sharply increased during the second half of the year in a
continuation of the aforementioned "flight-to-quality". Lastly, U.S.
interest rate futures prices moved higher as the U.S. Federal Reserve cut
interest rates to an unprecedented target range of 0% to 0.25%, while prices
of European, Japanese, and Australian fixed-income futures increased after
these respective central banks lowered borrowing costs in an attempt to
stimulate economic growth.
MORGAN STANLEY CHARTER ASPECT L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the global stock index sector, gains were recorded primarily
throughout a majority of the first half of the year from short positions in
U.S., European, and Pacific Rim equity index futures as prices decreased on
concerns that a persistent U.S. housing slump, mounting losses linked to
U.S. sub-prime mortgage investments, rising commodity prices, and a
weakening job market would restrain consumer spending, erode corporate
earnings, and curb global economic growth. Additional gains were recorded
from short futures positions in these markets during September, October, and
November as prices dropped sharply amid unprecedented U.S. financial market
turmoil and growing concerns that efforts by central banks and governments
around the world to support the financial system would not prevent a global
recession.
.. Within the energy markets, gains were experienced primarily during a
majority of the first half of 2008 from long futures positions in crude oil
and its related products as prices moved consistently higher due to
speculation that OPEC would cut production, ongoing geopolitical concerns in
the Middle East, growing Asian fuel consumption, and strong demand for
physical commodities as an inflation hedge. Additional gains were recorded
during the fourth quarter from newly established short futures positions in
crude oil and its related products as prices sharply decreased on concerns
that a substantial global economic slowdown would erode energy demand.
.. Within the metals markets, gains were experienced, primarily during January
and February, from long positions in silver and platinum futures as prices
increased due to a decline in the value of the U.S. dollar during the first
quarter. Elsewhere, short futures positions in aluminum, copper, zinc, and
nickel resulted in gains as prices decreased during September, October,
November, and December amid ongoing worries that a global economic recession
would erode demand for base metals.
.. Additional gains were recorded within the agricultural markets, primarily
during January, February, and June, from long positions in cocoa futures as
prices rose amid supply disruptions in the Ivory Coast, the world's largest
producer of cocoa. Additional gains were recorded from short positions in
lean hog and live cattle futures as prices declined during June and October
on signs of rising inventories in the U.S. and slowing global demand.
Smaller gains were recorded from long futures positions in soybeans and
soybean oil as prices increased during the first half of the year following
news that global production might drop, rising energy prices might boost
demand for alternative biofuels made from ethanol, and severe floods in the
U.S. Midwest had damaged crops.
MORGAN STANLEY CHARTER ASPECT L.P.
FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. Within the currency sector, trading losses were incurred from long positions
in the euro, Australian dollar, South African rand, and Canadian dollar
versus the U.S. dollar as the value of the U.S. dollar reversed higher
against these currencies in April after the U.S. Institute for Supply
Management's manufacturing index unexpectedly moved higher, and a U.S.
economic report showed private sector jobs unexpectedly increased in March.
Further losses were recorded during August and September from short
positions in the U.S. dollar versus these currencies as the value of the
U.S. dollar moved higher against most of its rivals in tandem with rising
U.S. dollar-denominated Treasury bonds.
MORGAN STANLEY CHARTER GRAHAM L.P.
[CHART]
Year ended December 31, 2008
----------------------------
Currencies 3.58%
Global Interest Rates 7.36%
Global Stock Indices 11.29%
Energies 11.37%
Metals 1.78%
Agriculturals 3.31%
Note:Reflects trading results only and does not include fees or interest income.
FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. The most significant trading gains were experienced within the energy
markets, primarily during the first half of the year, from long futures
positions in crude oil and its related products as prices moved consistently
higher due to speculation that OPEC would cut production, ongoing
geopolitical concerns in the Middle East, growing Asian fuel consumption,
and strong demand for physical commodities as an inflation hedge. Additional
gains were recorded primarily during the fourth quarter from newly
established short futures positions in crude oil and its related products as
prices sharply decreased on concerns that a substantial global economic
slowdown would erode energy demand. Elsewhere, long positions in natural gas
futures also resulted in gains during the first and second quarters as
prices rose on expectations of a rise in demand due to colder weather in the
U.S. Northeast, news of a drop in U.S. inventories, and forecasts for an
active hurricane season in the Atlantic. Further gains were recorded during
October and December from newly established short positions in natural gas
futures as prices dropped amid rising U.S. inventories and slowing global
energy demand.
MORGAN STANLEY CHARTER GRAHAM L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the global stock index sector, gains were experienced primarily
during January, February, March, and June from short positions in U.S.,
European, and Pacific Rim equity index futures as prices decreased during
the first half of the year on concerns that a persistent U.S. housing slump,
mounting losses linked to U.S. sub-prime mortgage investments, rising
commodity prices, and a weakening job market would restrain consumer
spending, erode corporate earnings, and curb global economic growth.
Additional gains were recorded during September and October as equity prices
dropped sharply amid unprecedented U.S. financial market turmoil and growing
concerns that efforts by central banks and governments around the world to
support the financial system would not prevent a global recession.
.. Within the global interest rate sector, gains were experienced primarily
during January, February, September, October, November, and December from
long positions in U.S. and European fixed-income futures as prices moved
higher in a worldwide "flight-to-quality" following the aforementioned drop
in the global equity markets throughout most of the year. Additionally,
prices of U.S. fixed-income futures moved higher as the U.S. Federal Reserve
cut interest rates to an unprecedented target range of 0% to 0.25%, while
European interest rate futures prices increased after the European Central
Bank lowered borrowing costs in an attempt to stimulate economic growth.
.. Within the currency sector, gains were recorded primarily during March,
April, May, and July from long positions in the Australian dollar, euro, and
Chilean peso versus the U.S. dollar as the value of the U.S. dollar moved
lower against these currencies during the first six months of the year amid
speculation that signs of a slowing U.S. economy would spur the U.S. Federal
Reserve to lower interest rates at a faster pace than other central banks
around the world. Short positions in the Korean won versus the U.S. dollar
resulted in additional gains, primarily during March, as the value of the
Korean won decreased relative to the U.S. dollar amid news of a widening
Current-Account deficit out of Korea. Further gains were experienced during
October and November from newly established short positions in the
Australian dollar and euro versus the U.S. dollar as the value of the U.S.
dollar moved higher against most of its rivals in tandem with rising U.S.
dollar-denominated Treasury bonds amid the aforementioned
"flight-to-quality".
MORGAN STANLEY CHARTER GRAHAM L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the agricultural markets, gains were recorded primarily during
January, February, and June from long positions in corn futures as prices
increased during the first half of the year following news that global
production might drop, rising energy prices might boost demand for
alternative biofuels made from ethanol, and severe floods in the U.S.
Midwest had damaged crops. Meanwhile, short futures positions in cotton
resulted in gains as prices dropped to a one-year low in September after the
U.S. Department of Agriculture reported exports remained below average due
to a decline in demand. Additional gains were experienced during October and
November from short futures positions in wheat, corn, and cotton as prices
decreased amid rising inventories and growing concerns that slowing global
economic growth would erode demand for food, biofuels, and raw materials.
.. Smaller gains were recorded within the metals markets, primarily during the
fourth quarter, from short futures positions in copper, zinc, aluminum,
lead, and nickel as prices declined amid worries that a global economic
recession would erode demand for base metals.
MORGAN STANLEY CHARTER WCM L.P.
[CHART]
Year ended December 31, 2008
----------------------------
Currencies 2.19%
Global Interest Rates 10.77%
Global Stock Indices 7.11%
Energies 2.75%
Metals 1.34%
Agriculturals 0.81%
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 within the global interest
rate sector throughout the majority of the year from long positions in U.S.,
European, and Australian fixed-income futures as prices moved higher in a
worldwide "flight-to-quality" amid a consistent decline in the global equity
markets. Additionally, prices of U.S. fixed-income futures moved higher as
the U.S. Federal Reserve cut interest rates to an unprecedented target range
of 0% to 0.25%, while European and Australian interest rate futures prices
increased after the European Central Bank and Reserve Bank of Australia
lowered borrowing costs in an attempt to stimulate economic growth.
.. Within the global stock index sector, gains were experienced primarily
during February, March, and June from short positions in U.S., European, and
Pacific Rim equity index futures as prices decreased during the first half
of the year on concerns that a persistent U.S. housing slump, mounting
losses linked to U.S. sub-prime mortgage investments, rising commodity
prices, and a weakening job market would restrain consumer spending, erode
corporate earnings, and curb global economic growth. Additional gains were
recorded during September, October, and November as equity prices dropped
sharply amid unprecedented U.S. financial market turmoil and growing
concerns that efforts by central banks and governments around the world to
support the financial system would not prevent a global recession.
MORGAN STANLEY CHARTER WCM L.P.
FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)
.. Within the energy markets, gains were recorded primarily during the first
and second quarters from long futures positions in crude oil and its related
products as prices moved consistently higher due to speculation that OPEC
would cut production, ongoing geopolitical concerns in the Middle East,
growing Asian fuel consumption, and strong demand for physical commodities
as an inflation hedge. Additional gains were recorded, primarily during
November and December, from newly established short futures positions in
crude oil and its related products as prices sharply decreased on concerns
that a substantial global economic slowdown would erode energy demand.
.. Within the currency sector, gains were experienced primarily during January,
February, March, and June, from long positions in the Swiss franc versus the
U.S. dollar as the value of the U.S. dollar moved lower against most of its
rivals during the first six months of the year amid speculation that signs
of a slowing U.S. economy would spur the U.S. Federal Reserve to lower
interest rates at a faster pace than other central banks around the world.
Additional gains were recorded during October and November from newly
established short positions in the British pound and Canadian dollar versus
the U.S. dollar as the value of the U.S. dollar moved higher against most of
its rivals in tandem with rising U.S. dollar-denominated Treasury bonds amid
the aforementioned "flight-to-quality". Elsewhere, long positions in the
Japanese yen versus the U.S. dollar resulted in gains as the value of the
Japanese yen increased relative to the U.S. dollar during the fourth quarter
after a rise in risk aversion prompted investors to unwind existing carry
trades.
.. Within the metals markets, gains were experienced from short positions in
nickel, copper, and zinc futures as prices declined during the second half
of the year amid worries that a global economic recession would erode demand
for base metals.
.. Additional gains were recorded within the agricultural sector, primarily
during January, February, and June, from long futures positions in corn and
soybean oil as prices increased during the first half of the year following
news that global production might drop, rising energy prices might boost
demand for alternative biofuels made from ethanol, and severe floods in the
U.S. Midwest had damaged crops. Smaller gains were experienced from long
positions in cocoa futures as prices increased during June amid speculation
that crops in the Ivory Coast, the world's largest cocoa producer, were
developing more slowly than anticipated.
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, 2008. 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, 2008.
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 30, 2009
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, 2008, 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 opinion.
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, 2008,
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, 2008, of the Partnerships and our report dated
March 30, 2009, expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
New York, New York
March 30, 2009
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 condensed schedules of investments, as of
December 31, 2008 and 2007, 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, 2008. 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, 2008 and 2007, and the results
of their operations, their changes in partners' capital, and their cash flows
for each of the three years in the period ended December 31, 2008, 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 2006 statements of cash flows to conform to 2007 and 2008
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, 2008, 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 30, 2009, expressed an unqualified opinion on the Partnerships' internal
control over financial reporting.
/s/ Deloitte & Touche LLP
New York, New York
March 30, 2009
MORGAN STANLEY CHARTER CAMPBELL L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
------------------------
2008 2007
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 155,972,722 261,151,086
Restricted cash 4,511,014 24,139,711
----------- -----------
Total Cash 160,483,736 285,290,797
----------- -----------
Net unrealized loss on open contracts (MS&Co.) (1,388,389) (4,690,428)
Net unrealized gain (loss) on open contracts (MSIP) (105,063) 42,048
----------- -----------
Total net unrealized loss on open contracts (1,493,452) (4,648,380)
----------- -----------
Options purchased (premiums paid $60,871 and
$566,281, respectively) 33,971 425,159
----------- -----------
Total Trading Equity 159,024,255 281,067,576
Interest receivable (MS&Co.) -- 842,283
----------- -----------
Total Assets 159,024,255 281,909,859
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 11,187,909 10,555,801
Accrued brokerage fees (MS&Co.) 784,414 1,430,423
Accrued management fees 346,450 631,770
Options written (premiums received $219,773 and
$317,779, respectively) 194,835 185,984
Interest payable (MS&Co.) 12,183 --
----------- -----------
Total Liabilities 12,525,791 12,803,978
----------- -----------
PARTNERS' CAPITAL
Limited Partners (13,330,566.139 and
23,905,166.681 Units, respectively) 145,023,184 266,111,229
General Partner (135,608.055 and
269,014.055 Units, respectively) 1,475,280 2,994,652
----------- -----------
Total Partners' Capital 146,498,464 269,105,881
----------- -----------
Total Liabilities and Partners' Capital 159,024,255 281,909,859
=========== ===========
NET ASSET VALUE PER UNIT 10.88 11.13
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2008 2007 2006
-------------- -------------- --------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 3,338,645 15,890,523 19,614,906
-------------- -------------- --------------
EXPENSES
Brokerage fees (MS&Co.) 12,855,240 21,204,593 24,753,539
Management fees 5,677,730 9,365,362 10,932,810
-------------- -------------- --------------
Total Expenses 18,532,970 30,569,955 35,686,349
-------------- -------------- --------------
NET INVESTMENT LOSS (15,194,325) (14,679,432) (16,071,443)
-------------- -------------- --------------
TRADING RESULTS
Trading profit (loss):
Realized 8,407,556 (10,877,451) (11,173,481)
Net change in unrealized 3,162,293 (28,370,699) 36,663,458
-------------- -------------- --------------
Total Trading Results 11,569,849 (39,248,150) 25,489,977
-------------- -------------- --------------
NET INCOME (LOSS) (3,624,476) (53,927,582) 9,418,534
============== ============== ==============
NET INCOME (LOSS) ALLOCATION:
Limited Partners (3,581,347) (53,333,596) 9,310,154
General Partner (43,129) (593,986) 108,380
NET INCOME (LOSS) PER UNIT:
Limited Partners (0.25) (1.96) 0.39
General Partner (0.25) (1.96) 0.39
UNITS UNITS UNITS
-------------- -------------- --------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 18,734,987.587 28,036,317.381 32,873,436.594
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER ASPECT L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
------------------------
2008 2007
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 177,032,429 113,780,309
Restricted cash 4,101,527 14,032,075
----------- -----------
Total Cash 181,133,956 127,812,384
----------- -----------
Net unrealized gain on open contracts (MS&Co.) 7,917,392 4,686,052
Net unrealized gain (loss) on open contracts (MSIP) (406,906) 378,054
----------- -----------
Total net unrealized gain on open contracts 7,510,486 5,064,106
----------- -----------
Total Trading Equity 188,644,442 132,876,490
Interest receivable (MS&Co.) 24,703 363,233
Subscriptions receivable -- 4,909,605
----------- -----------
Total Assets 188,669,145 138,149,328
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 13,633,679 1,559,031
Incentive fee payable 1,678,806 --
Accrued brokerage fees (MS&Co.) 895,284 643,677
Accrued management fees 298,428 214,559
----------- -----------
Total Liabilities 16,506,197 2,417,267
----------- -----------
PARTNERS' CAPITAL
Limited Partners (7,582,467.939 and
7,403,580.738 Units, respectively) 170,429,845 134,313,027
General Partner (77,106.223 and
78,219.762 Units, respectively) 1,733,103 1,419,034
----------- -----------
Total Partners' Capital 172,162,948 135,732,061
----------- -----------
Total Liabilities and Partners' Capital 188,669,145 138,149,328
=========== ===========
NET ASSET VALUE PER UNIT 22.48 18.14
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2008 2007 2006
------------- ------------- -------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 2,196,569 5,744,437 6,351,353
------------- ------------- -------------
EXPENSES
Brokerage fees (MS&Co.) 9,627,330 7,691,517 6,530,451
Incentive fees 6,386,421 1,522,184 1,017,989
Management fees 3,209,111 2,563,840 2,176,817
------------- ------------- -------------
Total Expenses 19,222,862 11,777,541 9,725,257
------------- ------------- -------------
NET INVESTMENT LOSS (17,026,293) (6,033,104) (3,373,904)
------------- ------------- -------------
TRADING RESULTS
Trading profit (loss):
Realized 50,386,195 11,541,699 20,452,188
Net change in unrealized 2,446,380 265,340 (2,621,922)
------------- ------------- -------------
Total Trading Results 52,832,575 11,807,039 17,830,266
------------- ------------- -------------
NET INCOME 35,806,282 5,773,935 14,456,362
============= ============= =============
NET INCOME ALLOCATION:
Limited Partners 35,427,485 5,706,008 14,299,103
General Partner 378,797 67,927 157,259
NET INCOME PER UNIT:
Limited Partners 4.34 0.76 1.65
General Partner 4.34 0.76 1.65
UNITS UNITS UNITS
------------- ------------- -------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 8,141,229.423 7,366,524.555 8,031,729.450
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
-----------------------
2008 2007
----------- -----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 550,525,640 428,483,746
Restricted cash 13,066,966 11,795,125
----------- -----------
Total Cash 563,592,606 440,278,871
----------- -----------
Net unrealized gain (loss) on open contracts (MS&Co.) 550,003 (269,587)
Net unrealized gain on open contracts (MSIP) 433,388 64,122
----------- -----------
Total net unrealized gain (loss) on open contracts 983,391 (205,465)
----------- -----------
Total Trading Equity 564,575,997 440,073,406
Interest receivable (MS&Co.) 37,440 1,136,385
Subscriptions receivable -- 6,032,184
----------- -----------
Total Assets 564,613,437 447,241,975
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 34,123,015 3,952,743
Accrued brokerage fees (MS&Co.) 2,747,331 2,261,439
Accrued incentive fee payable 2,289,365 --
Accrued management fees 915,777 753,813
----------- -----------
Total Liabilities 40,075,488 6,967,995
----------- -----------
PARTNERS' CAPITAL
Limited Partners (17,828,720.751 and
19,771,249.924 Units, respectively) 519,261,648 435,434,673
General Partner (181,160.501 and
219,732.501 Units, respectively) 5,276,301 4,839,307
----------- -----------
Total Partners' Capital 524,537,949 440,273,980
----------- -----------
Total Liabilities and Partners' Capital 564,613,437 447,241,975
=========== ===========
NET ASSET VALUE PER UNIT 29.13 22.02
=========== ===========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2008 2007 2006
-------------- -------------- --------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 6,692,461 18,458,473 19,833,324
-------------- -------------- --------------
EXPENSES
Brokerage fees (MS&Co.) 29,411,873 25,051,583 25,529,062
Incentive fee 11,182,834 -- --
Management fees 9,803,959 8,350,531 8,509,689
-------------- -------------- --------------
Total Expenses 50,398,666 33,402,114 34,038,751
-------------- -------------- --------------
NET INVESTMENT LOSS (43,706,205) (14,943,641) (14,205,427)
-------------- -------------- --------------
TRADING RESULTS
Trading profit (loss):
Realized 182,983,623 78,593,971 23,818,303
Net change in unrealized 1,188,856 (12,743,529) 9,679,307
-------------- -------------- --------------
Total Trading Results 184,172,479 65,850,442 33,497,610
-------------- -------------- --------------
NET INCOME 140,466,274 50,906,801 19,292,183
============== ============== ==============
NET INCOME ALLOCATION:
Limited Partners 138,967,665 50,355,831 19,081,838
General Partner 1,498,609 550,970 210,345
NET INCOME PER UNIT:
Limited Partners 7.11 2.56 0.86
General Partner 7.11 2.56 0.86
UNITS UNITS UNITS
-------------- -------------- --------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 19,521,771.478 20,459,587.918 22,125,527.008
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
----------------------
2008 2007
----------- ----------
$ $
ASSETS
Trading Equity:
Unrestricted cash 134,831,012 72,376,602
Restricted cash 3,635,855 6,848,850
----------- ----------
Total Cash 138,466,867 79,225,452
----------- ----------
Net unrealized gain on open contracts (MS&Co.) 1,871,358 1,340,211
Net unrealized gain (loss) on open contracts (MSIP) 532,724 (242,371)
----------- ----------
Total net unrealized gain on open contracts 2,404,082 1,097,840
----------- ----------
Total Trading Equity 140,870,949 80,323,292
Interest receivable (MS&Co.) 17,334 205,192
Subscriptions receivable -- 4,554,302
----------- ----------
Total Assets 140,888,283 85,082,786
=========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 5,235,101 745,064
Accrued brokerage fees (MS&Co.) 687,015 401,840
Accrued incentive fee payable 242,980 --
Accrued management fees 229,005 133,946
----------- ----------
Total Liabilities 6,394,101 1,280,850
----------- ----------
PARTNERS' CAPITAL
Limited Partners (10,227,801.856 and
7,355,246.125 Units, respectively) 133,141,833 82,918,267
General Partner (103,885.857 and
78,385.637 Units, respectively) 1,352,349 883,669
----------- ----------
Total Partners' Capital 134,494,182 83,801,936
----------- ----------
Total Liabilities and Partners' Capital 140,888,283 85,082,786
=========== ==========
NET ASSET VALUE PER UNIT 13.02 11.27
=========== ==========
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2008 2007 2006
------------- ------------- -------------
$ $ $
INVESTMENT INCOME
Interest income (MS&Co.) 1,517,958 2,721,187 2,148,805
------------- ------------- -------------
EXPENSES
Brokerage fees (MS&Co.) 6,945,739 3,859,018 2,296,027
Incentive fees 3,078,061 995,125 41,912
Management fees 2,315,246 1,286,341 765,342
------------- ------------- -------------
Total Expenses 12,339,046 6,140,484 3,103,281
------------- ------------- -------------
NET INVESTMENT LOSS (10,821,088) (3,419,297) (954,476)
------------- ------------- -------------
TRADING RESULTS
Trading profit (loss):
Realized 25,147,601 11,055,850 (731,319)
Net change in unrealized 1,306,242 3,051 708,969
------------- ------------- -------------
Total Trading Results 26,453,843 11,058,901 (22,350)
------------- ------------- -------------
NET INCOME (LOSS) 15,632,755 7,639,604 (976,826)
============= ============= =============
NET INCOME (LOSS) ALLOCATION:
Limited Partners 15,467,529 7,561,278 (966,683)
General Partner 165,226 78,326 (10,143)
NET INCOME (LOSS) PER UNIT:
Limited Partners 1.75 1.06 (0.25)
General Partner 1.75 1.06 (0.25)
UNITS UNITS UNITS
------------- ------------- -------------
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING 9,583,683.847 6,281,449.679 4,228,142.814
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, 2008, 2007, AND 2006
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
--------------- ------------ ---------- ------------
$ $ $
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
Net loss -- (3,581,347) (43,129) (3,624,476)
Redemptions (10,708,006.542) (117,506,698) (1,476,243) (118,982,941)
--------------- ------------ ---------- ------------
Partners' Capital,
December 31, 2008 13,466,174.194 145,023,184 1,475,280 146,498,464
=============== ============ ========== ============
MORGAN STANLEY CHARTER ASPECT L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- --------- -----------
$ $ $
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
Offering of Units 2,655,463.507 51,901,053 370,000 52,271,053
Net income -- 35,427,485 378,797 35,806,282
Redemptions (2,477,689.845) (51,211,720) (434,728) (51,646,448)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2008 7,659,574.162 170,429,845 1,733,103 172,162,948
============== =========== ========= ===========
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, 2008, 2007, AND 2006
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ------------ ---------- ------------
$ $ $
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
Offering of Units 4,209,433.764 108,216,510 -- 108,216,510
Net income -- 138,967,665 1,498,609 140,466,274
Redemptions (6,190,534.937) (163,357,200) (1,061,615) (164,418,815)
-------------- ------------ ---------- ------------
Partners' Capital,
December 31, 2008 18,009,881.252 519,261,648 5,276,301 524,537,949
============== ============ ========== ============
MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- --------- -----------
$ $ $
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
Offering of Units 4,562,563.655 55,382,694 460,000 55,842,694
Net income -- 15,467,529 165,226 15,632,755
Redemptions (1,664,507.704) (20,626,657) (156,546) (20,783,203)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 2008 10,331,687.713 133,141,833 1,352,349 134,494,182
============== =========== ========= ===========
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,
--------------------------------------
2008 2007 2006
------------ ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) (3,624,476) (53,927,582) 9,418,534
Noncash item included in net income
(loss):
Net change in unrealized (3,162,293) 28,370,699 (36,663,458)
(Increase) decrease in operating assets:
Restricted cash 19,628,697 14,479,982 14,834,038
Net premiums paid for options
purchased 505,410 (275,369) (290,912)
Interest receivable (MS&Co.) 842,283 838,385 (543,846)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) (646,009) (499,711) (49,809)
Accrued management fees (285,320) (220,705) (22,000)
Net premiums received for options
written (98,006) 148,685 169,094
Interest payable (MS&Co.) 12,183 -- --
------------ ----------- -----------
Net cash provided by (used for)
operating activities 13,172,469 (11,085,616) (13,148,359)
------------ ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units -- -- 100,627,569
Cash paid for redemptions of Units (118,350,833) (82,393,180) (78,088,412)
------------ ----------- -----------
Net cash provided by (used for)
financing activities (118,350,833) (82,393,180) 22,539,157
------------ ----------- -----------
Net increase (decrease) in
unrestricted cash (105,178,364) (93,478,796) 9,390,798
Unrestricted cash at beginning
of period 261,151,086 354,629,882 345,239,084
------------ ----------- -----------
Unrestricted cash at end of period 155,972,722 261,151,086 354,629,882
============ =========== ===========
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,
-------------------------------------
2008 2007 2006
----------- ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income 35,806,282 5,773,935 14,456,362
Noncash item included in net
income:
Net change in unrealized (2,446,380) (265,340) 2,621,922
(Increase) decrease in operating
assets:
Restricted cash 9,930,548 (613,553) (1,731,359)
Interest receivable (MS&Co.) 338,530 121,095 2,447
Increase (decrease) in operating
liabilities:
Accrued incentive fees 1,678,806 (1,017,989) 1,017,989
Accrued brokerage fees (MS&Co.) 251,607 36,004 (156,405)
Accrued management fees 83,869 12,001 (52,135)
----------- ----------- -----------
Net cash provided by operating
activities 45,643,262 4,046,153 16,158,821
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 57,180,658 27,741,173 13,509,630
Cash paid for redemptions of Units (39,571,800) (27,224,419) (50,752,969)
----------- ----------- -----------
Net cash provided by (used for)
financing activities 17,608,858 516,754 (37,243,339)
----------- ----------- -----------
Net increase (decrease) in
unrestricted cash 63,252,120 4,562,907 (21,084,518)
Unrestricted cash at beginning
of period 113,780,309 109,217,402 130,301,920
----------- ----------- -----------
Unrestricted cash at end of period 177,032,429 113,780,309 109,217,402
=========== =========== ===========
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,
---------------------------------------
2008 2007 2006
------------ ----------- ------------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income 140,466,274 50,906,801 19,292,183
Noncash item included in net
income:
Net change in unrealized (1,188,856) 12,743,529 (9,679,307)
(Increase) decrease in operating
assets:
Restricted cash (1,271,841) 44,350,072 (26,297,125)
Interest receivable (MS&Co.) 1,098,945 688,008 (493,263)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) 485,892 137,612 (70,688)
Accrued incentive fee 2,289,365 -- --
Accrued management fees 161,964 45,871 (23,563)
------------ ----------- ------------
Net cash provided by (used for)
operating activities 142,041,743 108,871,893 (17,271,763)
------------ ----------- ------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 114,248,694 52,162,191 89,829,892
Cash paid for redemptions of Units (134,248,543) (93,406,701) (108,265,689)
------------ ----------- ------------
Net cash used for financing activities (19,999,849) (41,244,510) (18,435,797)
------------ ----------- ------------
Net increase (decrease) in
unrestricted cash 122,041,894 67,627,383 (35,707,560)
Unrestricted cash at beginning
of period 428,483,746 360,856,363 396,563,923
------------ ----------- ------------
Unrestricted cash at end of period 550,525,640 428,483,746 360,856,363
============ =========== ============
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,
-------------------------------------
2008 2007 2006
----------- ----------- -----------
$ $ $
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 15,632,755 7,639,604 (976,826)
Noncash item included in net
income (loss):
Net change in unrealized (1,306,242) (3,051) (708,969)
(Increase) decrease in operating assets:
Restricted cash 3,212,995 (51,082) 1,480,693
Interest receivable (MS&Co.) 187,858 (33,634) (33,626)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (MS&Co.) 285,175 189,676 (23,917)
Accrued incentive fees 242,980 (41,912) 41,912
Accrued management fees 95,059 63,225 (7,973)
----------- ----------- -----------
Net cash provided by (used for)
operating activities 18,350,580 7,762,826 (228,706)
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from offering of Units 60,396,996 42,504,231 9,845,502
Cash paid for redemptions of Units (16,293,166) (12,923,139) (13,193,605)
----------- ----------- -----------
Net cash provided by (used for)
financing activities 44,103,830 29,581,092 (3,348,103)
----------- ----------- -----------
Net increase (decrease) in
unrestricted cash 62,454,410 37,343,918 (3,576,809)
Unrestricted cash at beginning
of period 72,376,602 35,032,684 38,609,493
----------- ----------- -----------
Unrestricted cash at end of period 134,831,012 72,376,602 35,032,684
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER CAMPBELL L.P.
CONDENSED SCHEDULES OF INVESTMENTS
DECEMBER 31, 2008 AND 2007
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN OF NET ASSETS LOSS OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $146,498,464 $ % $ % $
Commodity 8,130 0.01 (157,027) (0.11) (148,897)
Equity 56,182 0.04 (188,676) (0.13) (132,494)
Foreign currency 1,629,758 1.11 (868,681) (0.59) 761,077
Interest rate 511,819 0.35 (131,372) (0.09) 380,447
--------- ---- ---------- ----- ----------
Grand Total: 2,205,889 1.51 (1,345,756) (0.92) 860,133
========= ==== ========== =====
Unrealized Currency Loss (2,353,585)
----------
Total Net Unrealized Loss (1,493,452)
==========
FAIR VALUE % OF NAV
- ---------- --------
$ %
Options purchased on Futures Contracts -- --
Options purchased on Forward Contracts 33,971 0.02
Options written on Futures Contracts -- --
Options written on Forward Contracts (194,835) (0.13)
MORGAN STANLEY CHARTER CAMPBELL L.P.
CONDENSED SCHEDULES OF INVESTMENTS
DECEMBER 31, 2008 AND 2007 (continued)
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 (6,080,933) (2.26) 772,643 0.29 (5,308,290)
Interest rate 687,429 0.25 (260,170) (0.10) 427,259
---------- ----- -------- ----- ----------
Grand Total: (3,641,587) (1.36) 46,415 0.02 (3,595,172)
========== ===== ======== =====
Unrealized Currency Loss (1,053,208)
----------
Total Net Unrealized Loss (4,648,380)
==========
FAIR VALUE % OF NAV
---------- --------
$ %
Options purchased on Futures Contracts -- --
Options purchased on Forward Contracts 425,159 0.16
Options written on Futures Contracts -- --
Options written on Forward Contracts (185,984) (0.07)
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER ASPECT L.P.
CONDENSED SCHEDULES OF INVESTMENTS
DECEMBER 31, 2008 AND 2007
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $172,162,948 $ % $ % $
Commodity 253,941 0.15 (332,170) (0.19) (78,229)
Equity 2,335 -- (115,208) (0.07) (112,873)
Foreign currency 674,424 0.39 (1,113,530) (0.65) (439,106)
Interest rate 7,328,297 4.26 -- -- 7,328,297
--------- ----- ---------- ----- ---------
Grand Total: 8,258,997 4.80 (1,560,908) (0.91) 6,698,089
========= ===== ========== =====
Unrealized Currency Gain 812,397
---------
Total Net Unrealized Gain 7,510,486
=========
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
=========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER GRAHAM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
DECEMBER 31, 2008 AND 2007
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS LOSS OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $524,537,949 $ % $ % $
Commodity 1,188,652 0.23 (1,611,368) (0.31) (422,716)
Equity 3,701 -- (198,181) (0.03) (194,480)
Foreign currency 329,587 0.06 (1,682,150) (0.32) (1,352,563)
Interest rate 1,808,595 0.34 (30,243) (0.01) 1,778,352
---------- ----- ---------- ----- ----------
Grand Total: 3,330,535 0.63 (3,521,942) (0.67) (191,407)
========== ===== ========== =====
Unrealized Currency Gain 1,174,798
----------
Total Net Unrealized Gain 983,391
==========
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)
==========
The accompanying notes are an integral part of these financial statements.
MORGAN STANLEY CHARTER WCM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
DECEMBER 31, 2008 AND 2007
LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE NET UNREALIZED
FUTURES AND FORWARD CONTRACTS: GAIN/(LOSS) OF NET ASSETS LOSS OF NET ASSETS GAIN/(LOSS)
- ------------------------------ --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $134,494,182 $ % $ % $
Commodity 384,008 0.28 (477,406) (0.35) (93,398)
Equity 960 -- (52,288) (0.04) (51,328)
Foreign currency 230,423 0.17 (713,189) (0.53) (482,766)
Interest rate 2,943,278 2.19 (3,840) -- 2,939,438
--------- ----- ---------- ----- ---------
Grand Total: 3,558,669 2.64 (1,246,723) (0.92) 2,311,946
========= ===== ========== =====
Unrealized Currency Gain 92,136
---------
Total Net Unrealized Gain 2,404,082
=========
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
=========
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 of an option 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 a Futures
Interest or 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/premiums paid from writing/purchasing options are recorded
as liabilities/assets on the Statements of Financial Condition and are
subsequently adjusted to fair values. The difference between the fair value of
an option and the premium received/premiums 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)
Effective May 1, 2006, Charter Campbell no longer accepts any subscriptions
for units of limited partnership interest ("Units(s)") in the partnership.
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.
Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offer Units for purchase or exchange.
Effective January 1, 2009, Graham Capital Management, L.P. ("Graham") began
trading 100% of Charter Graham's assets pursuant to K4D-15 at the standard
leverage. Prior to January 1, 2009, Graham traded approximately 50% of Charter
Graham's assets pursuant to its Global Diversified Program at 1.5 times the
standard leverage it applied for such program and approximately 50% of Charter
Graham's assets pursuant to its K4 Program at 1.5 times the standard leverage
it applied for such program.
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.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
REVENUE RECOGNITION. Futures Interests are open commitments until settlement
date, at which time they are realized. They are valued at fair value, generally
on a daily basis, and the unrealized gains and losses on open contracts (the
difference between contract trade price and market price) are reported in the
Statements of Financial Condition as a net unrealized gain or loss on open
contracts. 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. The fair value of
exchange-traded futures, options and forwards contracts is determined by the
various futures exchanges, and reflects the settlement price for each contract
as of the close of business on the last business day of the reporting
period. The fair value of foreign currency forward contracts is extrapolated on
a forward basis from the spot prices quoted as of approximately 3:00 P.M.
(E.T.) of the last business day of the reporting period. The fair value of
non-exchange-traded foreign currency option contracts is calculated by applying
an industry standard model application for options valuation of foreign
currency options, using as input, the spot prices, interest rates, and option
implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last
business day of the reporting period. 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 or charge 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.
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.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
NET INCOME (LOSS) PER UNIT. Net income (loss) per Unit is computed using the
weighted average number of Units outstanding during the period.
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 fair value and calculated
as the difference between original contract value and fair value; and for
Partnerships which trade in options; and, if any, (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.
RESTRICTED AND UNRESTRICTED CASH. As reflected on the Partnerships' Statements
of Financial Condition, restricted cash equals the cash portion of assets on
deposit to meet margin requirements plus the cash required to offset unrealized
losses on foreign currency forwards and options and offset losses on offset
London Metal Exchange positions. All of these amounts are maintained
separately. Cash that is not classified as restricted cash is therefore
classified as unrestricted cash.
BROKERAGE AND RELATED TRANSACTION FEES AND COSTS. Each Partnership currently
pays a flat-rate monthly brokerage fee of 1/12 of 6% of the Partnership's Net
Assets as of the first day of each month (a 6% 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.
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 were 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 were paid by
the limited partners or the Partnerships. MS&Co. paid all such costs.
Effective May 1, 2006, Charter Campbell no longer accepted any subscriptions
for Units in the Partnership.
Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offered Units for purchase or exchange.
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 occurred more than six
months after a person first became a limited partner in each Partnership except
Charter Campbell, and at the end of each month thereafter, limited partners
could 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 accepted any exchanges of
Units from any other Charter Series of fund for Units of Charter Campbell.
Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offer Units for purchase or exchange.
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. The Partnerships file U.S. federal and
state tax returns.
Management has continued to evaluate the application of Financial Accounting
Standards Board (the "FASB") Interpretation No. 48 "Accounting for Uncertainty
in Income Taxes--an interpretation of FASB Statement No. 109" ("FIN 48") to the
Partnership, and has determined that FIN 48 does not have a material impact on
the Partnerships' financial statements. The 2005 through 2008 tax years
generally remain subject to examination by U.S. federal and most state tax
authorities.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
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.
RECLASSIFICATIONS. Certain 2006 amounts relating to cash balances were
reclassified on the Statements of Cash Flows to conform to 2007 and 2008
presentation. Such reclassifications have no impact on the Partnerships'
reported net income (loss).
NEW ACCOUNTING DEVELOPMENTS. In March 2008, the FASB issued Statement of
Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand how
those instruments and activities are accounted for; how and why they are used;
and their effects on a Partnership's financial position, financial performance,
and cash flows. SFAS 161 is effective for financial statements issued for
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The Partnerships are currently evaluating the impact of the
adoption of SFAS 161.
In September 2008, the FASB issued FASB Staff Position ("FSP") Financial
Accounting Standards ("FAS") No. 133-1 and FIN 45-4, Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161 ("FSP FAS No. 133-1 and FIN 45-4"). FSP FAS No. 133-1 and FIN
45-4 is intended to improve disclosures about credit derivatives by requiring
more information about the potential adverse effects of changes in credit risk
on the financial position, financial performance, and cash flows of the sellers
of credit derivatives. The FSP is effective for financial statements issued for
reporting periods ending after November 15, 2008. The Partnerships are
currently evaluating the impact of adopting FSP FAS No. 133-1 and FIN 45-4.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
In October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active ("FSP
FAS No. 157-3"). FSP FAS No. 157-3 clarifies the application of SFAS No. 157 in
a market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. FSP FAS No. 157-3 is effective
upon issuance, including prior periods for which financial statements have not
been issued. The issuance of FSP FAS No. 157-3 did not have a material impact
on the Partnership's financial statements.
- --------------------------------------------------------------------------------
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, 2008, 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.
Cumulative trading losses are adjusted on a pro-rated basis for the amount of
each month's net contributions for each trading advisor.
Charter Aspect and Charter WCM each pay an incentive fee 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 fair value of these
contracts, including interest rate volatility.
The fair value of exchange-traded contracts is based on the settlement price
quoted by the exchange on the day with respect to which fair 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 fair value of
off-exchange-traded contracts is based on the fair 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 SFAS 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- OFF-
EXCHANGE- EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- ---------- ---------- ---------- --------- ---------
$ $ $
2008 (2,252,566) 759,114 (1,493,452) Sep. 2009 Mar. 2009
2007 660,093 (5,308,473) (4,648,380) Sep. 2008 Mar. 2008
CHARTER ASPECT
NET UNREALIZED GAINS/(LOSSES)
ON OPEN CONTRACTS LONGEST MATURITIES
----------------------------- -------------------
OFF- OFF-
EXCHANGE- EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- --------- --------- --------- ---------
$ $ $
2008 7,949,609 (439,123) 7,510,486 Mar. 2010 Jan. 2009
2007 5,510,058 (445,952) 5,064,106 Mar. 2009 Jan. 2008
CHARTER GRAHAM
NET UNREALIZED GAINS/(LOSSES)
ON OPEN CONTRACTS LONGEST MATURITIES
------------------------------ -------------------
OFF- OFF-
EXCHANGE- EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- ---------- -------- --------- ---------
$ $ $
2008 2,306,468 (1,323,077) 983,391 Jun. 2010 Mar. 2009
2007 2,077,012 (2,282,477) (205,465) Jun. 2009 Mar. 2008
CHARTER WCM
NET UNREALIZED GAINS
ON OPEN CONTRACTS LONGEST MATURITIES
----------------------------- -------------------
OFF- OFF-
EXCHANGE- EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- --------- --------- --------- ---------
$ $ $
2008 2,404,082 -- 2,404,082 Jun. 2010 --
2007 1,097,840 -- 1,097,840 Jun. 2009 --
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 acting as a commodity broker 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 $158,231,170 and $285,950,890 for Charter Campbell,
$189,083,565 and $133,322,442 for Charter Aspect, $565,899,074 and $442,355,883
for Charter Graham, and $140,870,949 and $80,323,292 for Charter WCM at
December 31, 2008 and 2007, 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, including options on such
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)
In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements". Fair value is the amount that would be recovered when an asset
is sold or an amount paid to transfer a liability, in an ordinary transaction
between market participants at the measurement date (exit price). Market price
observability is impacted by a number of factors, including the types of
investments, the characteristics specific to the investment, and the state of
the market price (including the existence and the transparency of transactions
between market participants). Investments with readily available actively
quoted prices in an ordinary market will generally have a higher degree of
market price observability and a lesser degree of judgment used in measuring
fair value.
SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value into three levels: Level
1--unadjusted quoted market prices in active markets for identical assets and
liabilities; Level 2--inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or indirectly
(including quoted prices for similar investments, interest rates, credit risk);
and Level 3--unobservable inputs for the asset or liability (including the
Partnership's own assumptions used in determining the fair value of
investments).
In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, an investment's
level within the fair value hierarchy is based on the lowest level of input
that is significant to the fair value measurement. The Partnerships' assessment
of the significance of a particular input to the fair value measurement in its
entirety requires judgment, and considers factors specific to the investment.
The Partnerships adopted SFAS 157 as of January 1, 2008. The adoption of SFAS
157 did not have a material impact on the Partnerships' financial statements.
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
The following table summarizes the valuation of each Partnership's
investments by the above SFAS 157 fair value hierarchy as of December 31, 2008:
CHARTER CAMPBELL
QUOTED
PRICES IN
ACTIVE
MARKETS SIGNIFICANT
FOR OTHER SIGNIFICANT
IDENTICAL OBSERVABLE UNOBSERVABLE
ASSETS INPUTS INPUTS
(LEVEL 1) (LEVEL 2) (LEVEL 3) TOTAL
----------- ----------- ------------ -----------
ASSETS
Unrealized
gain (loss)
on open
contracts $(2,252,566) $759,114 n/a $(1,493,452)
Options
purchased -- $ 33,971 n/a $ 33,971
LIABILITIES
Options
written -- $194,835 n/a $ 194,835
CHARTER ASPECT
QUOTED
PRICES IN
ACTIVE
MARKETS SIGNIFICANT
FOR OTHER SIGNIFICANT
IDENTICAL OBSERVABLE UNOBSERVABLE
ASSETS INPUTS INPUTS
(LEVEL 1) (LEVEL 2) (LEVEL 3) TOTAL
---------- ----------- ------------ ----------
ASSETS
Unrealized
gain (loss)
on open
contracts $7,949,609 $(439,123) n/a $7,510,486
CHARTER GRAHAM
QUOTED
PRICES IN
ACTIVE
MARKETS SIGNIFICANT
FOR OTHER SIGNIFICANT
IDENTICAL OBSERVABLE UNOBSERVABLE
ASSETS INPUTS INPUTS
(LEVEL 1) (LEVEL 2) (LEVEL 3) TOTAL
---------- ----------- ------------ --------
ASSETS
Unrealized
gain (loss)
on open
contracts $2,306,468 $(1,323,077) n/a $983,391
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
CHARTER WCM
QUOTED
PRICES IN
ACTIVE
MARKETS SIGNIFICANT
FOR OTHER SIGNIFICANT
IDENTICAL OBSERVABLE UNOBSERVABLE
ASSETS INPUTS INPUTS
(LEVEL 1) (LEVEL 2) (LEVEL 3) TOTAL
---------- ----------- ------------ ----------
ASSETS
Unrealized
gain on
open
contracts $2,404,082 -- n/a $2,404,082
- --------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS
CHARTER CAMPBELL
2008 2007 2006
------- -------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 11.13 $ 13.09 $ 12.70
------- -------- -------
NET OPERATING RESULTS:
Interest Income 0.18 0.57 0.60
Expenses (0.99) (1.09) (1.09)
Realized Profit (Loss)/(1)/ 0.39 (0.43) (0.24)
Unrealized Profit (Loss) 0.17 (1.01) 1.12
------- -------- -------
Net Income (Loss) (0.25) (1.96) 0.39
------- -------- -------
NET ASSET VALUE,
DECEMBER 31: $ 10.88 $ 11.13 $ 13.09
======= ======== =======
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (7.4)% (4.3)% (3.9)%
Expenses before Incentive Fees 9.1 % 8.9 % 8.6 %
Expenses after Incentive Fees 9.1 % 8.9 % 8.6 %
Net Income (Loss) (1.8)% (15.8)% 2.3 %
TOTAL RETURN BEFORE
INCENTIVE FEES (2.2)% (15.0)% 3.1 %
TOTAL RETURN AFTER
INCENTIVE FEES (2.2)% (15.0)% 3.1 %
INCEPTION-TO-DATE RETURN 8.8 %
COMPOUND ANNUALIZED
RETURN 1.4 %
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(continued)
CHARTER ASPECT
2008 2007 2006
-------- ------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 18.14 $ 17.38 $ 15.73
-------- ------- -------
NET OPERATING RESULTS:
Interest Income 0.27 0.78 0.79
Expenses (2.36) (1.60) (1.21)
Realized Profit/(1)/ 6.13 1.54 2.40
Unrealized Profit (Loss) 0.30 0.04 (0.33)
-------- ------- -------
Net Income 4.34 0.76 1.65
-------- ------- -------
NET ASSET VALUE,
DECEMBER 31: $ 22.48 $ 18.14 $ 17.38
======== ======= =======
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (10.4)% (4.7)% (2.5)%
Expenses before Incentive Fees 7.9 % 7.9 % 6.5 %
Expenses after Incentive Fees 11.8 % 9.1 % 7.3 %
Net Income 21.9 % 4.5 % 10.9 %
TOTAL RETURN BEFORE
INCENTIVE FEES 28.2 % 5.6 % 11.3 %
TOTAL RETURN AFTER
INCENTIVE FEES 23.9 % 4.4 % 10.5 %
INCEPTION-TO-DATE RETURN 124.8 %
COMPOUND ANNUALIZED
RETURN 5.6 %
CHARTER GRAHAM
2008 2007 2006
-------- ------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 22.02 $ 19.46 $ 18.60
-------- ------- -------
NET OPERATING RESULTS:
Interest Income 0.34 0.90 0.90
Expenses (2.58) (1.63) (1.54)
Realized Profit/(1)/ 9.29 3.91 1.06
Unrealized Profit (Loss) 0.06 (0.62) 0.44
-------- ------- -------
Net Income 7.11 2.56 0.86
-------- ------- -------
NET ASSET VALUE,
DECEMBER 31: $ 29.13 $ 22.02 $ 19.46
======== ======= =======
FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (8.8)% (3.6)% (3.3)%
Expenses before Incentive Fees 7.9 % 8.0 % 8.0 %
Expenses after Incentive Fees 10.1 % 8.0 % 8.0 %
Net Income 28.3 % 12.1 % 4.5 %
TOTAL RETURN BEFORE
INCENTIVE FEES 34.9 % 13.2 % 4.6 %
TOTAL RETURN AFTER
INCENTIVE FEES 32.3 % 13.2 % 4.6 %
INCEPTION-TO-DATE RETURN 191.3 %
COMPOUND ANNUALIZED
RETURN 11.5 %
MORGAN STANLEY CHARTER SERIES
NOTES TO FINANCIAL STATEMENTS
(concluded)
CHARTER WCM
2008 2007 2006
------- ------- -------
PER UNIT OPERATING
PERFORMANCE:
NET ASSET VALUE, JANUARY 1: $ 11.27 $ 10.21 $ 10.46
------- ------- -------
NET OPERATING RESULTS:
Interest Income 0.16 0.43 0.51
Expenses (1.29) (0.98) (0.73)
Realized Profit (Loss)/(1)/ 2.74 1.61 (0.20)
Unrealized Profit 0.14 -- 0.17
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Net Income (Loss) 1.75 1.06 (0.25)
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NET ASSET VALUE,
DECEMBER 31:....................... $ 13.02 $ 11.27 $ 10.21
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FOR THE CALENDAR YEAR:
RATIOS TO AVERAGE NET
ASSETS:
Net Investment Loss (9.0)% (5.1)% (2.1)%
Expenses before Incentive Fees 7.7 % 7.6 % 6.8 %
Expenses after Incentive Fees 10.3 % 9.1 % 6.9 %
Net Income (Loss) 13.0 % 11.3 % (2.2)%
TOTAL RETURN BEFORE
INCENTIVE FEES 18.4 % 11.9 % (2.3)%
TOTAL RETURN AFTER
INCENTIVE FEES 15.5 % 10.4 % (2.4)%
INCEPTION-TO-DATE RETURN 30.2 %
COMPOUND ANNUALIZED
RETURN 2.7 %
(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.
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Demeter Management Corporation
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