UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the year ended December 31, 2006 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
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
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant?s telephone number, including area code (212) 905-2700
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 of
this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definitions of ?accelerated
filer and large accelerated filer? in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer___ Accelerated filer____ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes No X
State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which Units were sold as of the last
business day of the registrant?s most recently completed second fiscal quarter:
$429,720,991 at June 30, 2006.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2006
<caption>
Page No.
<s> <c>
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . 1
Part I .
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . 2-5
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . .6
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . 6
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 6
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 6
Part II.
Item 5. Market for Registrant's Partnership Units
and Related Security Holder Matters . . . . . . . . . . . 7-8
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . .10-30
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . . . . 30-44
Item 8. Financial Statements and Supplementary Data. . . . . . . 44-45
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . .45
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . 45-48
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . .48
Part III.
Item 10. Directors, Executive Officers and Corporate
Governance . . . . . . . . . . . . . . . . . . . . . . . 49-56
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . .56
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Security Holder Matters. . . .56-57
Item 13. Certain Relationships and Related Transactions,
and Director Independence. . . . . . . . . . . . . . . . . .57
Item 14. Principal Accountant Fees and Services . . . . . . . . . 57-59
Part IV.
Item 15. Exhibits and Financial Statement Schedules . . . . . . . 60-61
</table>
<page>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference
as follows:
Documents Incorporated Part of Form 10-K
Partnership?s Prospectus dated
November 8, 2006 I
Annual Report to Morgan Stanley
Charter Series Limited Partners
for the year ended December 31, 2006 II, III, and IV
<page> PART I
Item 1. BUSINESS
(a) General Development of Business. Morgan Stanley Charter Graham
L.P. (?the Partnership?) is a Delaware limited partnership
organized in 1998 to engage primarily in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on physical commodities and other commodity interests,
including, but not limited to, foreign currencies, financial
instruments, metals, energy, and agricultural products. The
Partnership commenced trading operations on March 1, 1999. The
Partnership is one of the Morgan Stanley Charter series of funds,
comprised of the Partnership, Morgan Stanley Charter WCM L.P.
(formerly known as Morgan Stanley Charter Millburn L.P.) , Morgan
Stanley Charter Aspect L.P. (formerly known as Morgan Stanley
Charter MSFCM L.P.), and Morgan Stanley Charter Campbell L.P.
which effective May 1, 2006, no longer accepts subscriptions and
exchanges of units of limited partnership interest (?Unit(s)?)
from any other Charter series of funds for Units of Morgan Stanley
Charter Campbell L.P. (collectively, the ?Charter Series?).
Morgan Stanley Charter WCM L.P. and Morgan Stanley Charter Aspect
L.P. did not accept any subscriptions for investment or exchanges
from other Charter Series of funds for the September 30, 2006,
October 31, 2006, and November 30, 2006 month-end closings.
<page> The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?). The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS&Co.?)
and Morgan Stanley & Co. International Limited (?MSIL?). MS&Co.
acts as the counterparty on all of the foreign currency forward
contracts. In 2007, Morgan Stanley intends to merge Morgan
Stanley DW into MS&Co. Upon completion of the merger, the
surviving entity, MS&Co., will be the Partnership?s principal U.S.
commodity broker?dealer. Demeter, Morgan Stanley DW, MS&Co., and
MSIL are wholly-owned subsidiaries of Morgan Stanley. Graham
Capital Management, L.P. (the ?Trading Advisor?) is the trading
advisor to the Partnership.
Units are sold at monthly closings at a purchase price equal to
100% of the net asset value per Unit as of the close of business
on the last day of each month.
The managing underwriter for the Partnership is Morgan Stanley DW.
The Partnership began the year at a net asset value per Unit of
$18.60 and returned 4.6% to $19.46 on December 31, 2006. For a
more detailed description of the Partnership?s business, see
subparagraph (c).
<page> (b) Financial Information about Segments. For financial
informa-tion reporting purposes, the Partnership is deemed to
engage in one industry segment, the speculative trading of
futures, forwards, and options on such contracts. The relevant
financial information is presented in Items 6 and 8.
(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures, forwards, and options
pursuant to trading instructions provided by the Trading Advisor.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
prospectus, dated November 8, 2006 (the ?Prospectus?),
incorporated by reference in this Form 10-K, set forth below.
Facets of Business
1. Summary 1. "Summary" (Pages 3-11 of
the Prospectus).
2. Futures, Options, and 2. "The Futures, Options, and
Forwards Markets Forwards Markets? (Pages
127-131 of the Prospectus).
3. Partnership's Trading 3. "Use of Proceeds? (Pages
Arrangements and 26-27 of the Prospectus).
Policies "The Trading Advisors"
(Pages 75-98 of the
Prospectus).
4. Management of the Part- 4. "The Trading Advisors ?
nership Management Agreements?
(Page 75 of the Pros-
pectus). ?The General
Partner? (Pages 71-74 of
the Prospectus). ?The
Commodity Brokers? (Pages
102-103 of the Prospectus)
and "The Limited Partnership
Agreements? (Pages 107 -110
of the Prospectus).
<page>
5. Taxation of the Partner- 5. "Material Federal Income
ship's Limited Partners Tax Considerations" and
?State and Local Income Tax
Aspects" (Pages 117-125
of the Prospectus).
(d) Financial Information about Geographic Areas. The Partnership
has not engaged in any operations in foreign countries; however,
the Partnership (through the commodity brokers) enters into
forward contract transactions where foreign banks are the
contracting party and trades futures, forwards, and options on
foreign exchanges.
(e) Available Information. The Partnership files an annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to these reports with the
Securities and Exchange Commission (?SEC?). You may read and copy
any document filed by the Partnership at the SEC?s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
Public Reference Room. The Partnership does not maintain an
internet website, however, the SEC maintains a website that
contains annual, quarterly, and current reports, proxy statements,
and other information that issuers (including the Partnership)
file electronically with the SEC. The SEC?s website address is
http://www.sec.gov.
<page>
Item 1A. RISK FACTORS
The Partnership is in the business of speculative trading of
futures, forward, and options. For a detailed description of the
risks that may affect the Partnership or the limited partnership
interests offered by the Partnership, see those portions of the
Partnership?s Prospectus dated November 8, 2006, incorporated by
reference in this Form 10-K, set forth in the ?Risk Factors?
section of the Prospectus at pages 12-17.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2. PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of Morgan Stanley DW. The Morgan Stanley DW
offices utilized by the Partnership are located at 330 Madison
Avenue, 8th Floor, New York, NY 10017.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<page> PART II
Item 5.MARKET FOR REGISTRANT'S PARTNERSHIP UNITS AND RELATED
SECURITY HOLDER MATTERS
(a) Market Information. There is no established public trading
market for Units of the Partnership.
(b) Holders. The number of holders of Units at December 31, 2006,
was approximately 14,007.
(c) Distributions. No distributions have been made by the Partner-
ship since it commenced trading operations on March 1, 1999.
Demeter has sole discretion to decide what distributions, if any,
shall be made to investors in the Partnership. Demeter currently
does not intend to make any distributions of the Partnership?s
profits.
(d) Securities Sold; Consideration. Units are continuously sold
at monthly closings at a purchase price equal to 100% of the net
asset value per Unit as of the close of business on the last day
of each month.
The aggregate price of the Units sold through December 31, 2006,
was $673,925,821.
(e) Underwriter. The managing underwriter for the Partnership is
Morgan Stanley DW.
<page>
(f) Use of Proceeds.
<table>
<caption>
SEC
Registration Statement on Form S-1 Units Registered Effective Date File Number
<s> <c> <c> <c>
Initial Registration 3,000,000.000 November 6, 1998 333-60115
Additional Registration 6,000,000.000 March 27, 2000 333-91563
Additional Registration 2,000,000.000 July 29, 2002 333-85076
Additional Registration 9,000,000.000 February 26, 2003 333-103166
Additional Registration 30,000,000.000 April 28, 2004 333-113876
Total Units Registered 50,000,000.000
Units sold through 12/31/06 36,066,059.396
Units unsold through 12/31/06 _13,933,940.604
</table>
Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the "Use of
Proceeds" section of the Prospectus included as part of the above
referenced Registration Statements.
<page> <table>
Item 6. SELECTED FINANCIAL DATA (in dollars)
<caption>
For the Years Ended December 31,
2006 2005 2004 2003 2002
<s> <c> <c> <c> <c>
Total Trading
Results including
interest income 53,330,934 (42,632,520) 46,935,381 47,428,993 34,435,014
Net Income (Loss) 19,292,183 (78,211,095) 12,451,485 27,245,238 24,627,018
Net Income (Loss)
Per Unit (Limited
& General Partners) 0.86 (3.56) 0.28 3.04 5.07
Total Assets 434,681,492 439,560,867 485,512,885 275,757,181 117,617,443
Total Limited
Partners'
Capital 415,478,418 416,811,790 471,290,914 267,851,230 115,164,948
Net Asset Value
Per Unit 19.46 18.60 22.16 21.88 18.84
</table>
<page> Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity. The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker, and MS&Co. and MSIL as
clearing brokers in separate futures, forwards, and options
trading accounts established for the Trading Advisor. Such assets
are used as margin to engage in trading and may be used as margin
solely for the Partnership?s trading. The assets are held in
either non-interest bearing bank accounts or in securities and
instruments permitted by the Commodity Futures Trading Commission
for investment of customer segregated or secured funds. Since the
Partnership?s sole purpose is to trade in futures, forwards, and
options, it is expected that the Partnership will continue to own
such liquid assets for margin purposes.
The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid. Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?. Trades may not be executed at prices beyond the daily
limit. If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to affect trades at or
within the limit. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
<page> trading. These market conditions could prevent the
Partnership from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.
There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.
There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.
Capital Resources. The Partnership does not have, nor does it
expect to have, any capital assets. Redemptions, exchanges, and
sales of Units in the future will affect the amount of funds
available for investments in futures, forwards, and options in
subsequent periods. It is not possible to estimate the amount,
and therefore the impact, of future inflows and outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.
Results of Operations
General. The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements in the futures, forwards, and options
markets. The following presents a summary of the Partnership's
operations for each of the three years in the period ended
December 31, 2006 and a general discussion of its trading
activities during each period. It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Advisor's trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
The Partnership?s results of operations set forth in the Financial
Statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require
the use of certain accounting policies that affect the amounts
<page> reported in these Financial Statements, including the
following: The contracts the Partnership trades are accounted for
on a trade-date basis and marked to market on a daily basis. The
difference between their cost and market value is recorded on the
Statements of Operations as ?Net change in unrealized trading
profit (loss)? for open (unrealized) contracts, and recorded as
?Realized trading profit (loss)? when open positions are closed
out. The sum of these amounts constitutes the Partnership?s
trading results. The market value of a futures contract is the
settlement price on the exchange on which that futures contract is
traded on a particular day. The value of a foreign currency
forward contract is based on the spot rate as of the close of
business. Interest income, as well as management fees, incentive
fees, and brokerage fees expenses of the Partnership are recorded
on an accrual basis.
Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.
The Partnership recorded total trading results including interest
income totaling $53,330,934 and expenses totaling $34,038,751,
resulting in net income of $19,292,183 for the year ended December
31, 2006. The Partnership?s net asset value per Unit increased
from $18.60 at December 31, 2005, to $19.46 at December 31, 2006.
<page> Total redemptions and subscriptions for the year were
$104,826,253 and $84,188,382 respectively, and the Partnership?s
ending capital was $419,975,791 at December 31, 2006, a decrease
of $1,345,688 from ending capital at December 31, 2005, of
$421,321,479.
The most significant trading gains of approximately 12.8% were
recorded in the global stock index futures markets from long
positions in European and Hong Kong stock index futures as prices
trended higher during the first quarter on strong corporate
earnings and solid economic data out of the European Union,
Australia, Japan, and the United States. Further gains in the
global stock index futures market were recorded during September
from long positions in European and Pacific Rim equity index
futures as prices climbed higher amid falling oil prices.
Furthermore, prices increased on merger and acquisition activity
and consistently strong economic data out of the Euro-Zone. In
addition, Hong Kong equity index futures prices increased on an
optimistic economic outlook for the region. Further gains were
experienced in the global stock index futures markets during
October from long positions in European and Hong Kong equity
index futures after news of the world?s largest initial public
offering in China. Finally, in December, long positions in
European and Pacific Rim equity index futures resulted in further
gains as prices moved higher on weak energy prices and investor
optimism about the future of the global economy. Additional
<page> gains of approximately 2.9% were experienced in the metals
sector throughout the first half of the year from long zinc,
copper, nickel, aluminum, and gold futures positions. Base
metals prices rallied sharply to record highs amid an increase in
industrial demand from strong global economic growth and limited
production ability, while gold prices rose to 26-year highs due
to continued geopolitical concerns regarding Iran?s nuclear
program and inflation concerns due to high oil prices.
Additional gains were recorded from long positions in zinc and
aluminum futures during October as prices rose amid labor
protests in producer countries and news that inventories had
declined more than expected. A portion of the Partnership?s
gains for the year was offset by losses of approximately 5.4%
recorded in the currency sector from long U.S. dollar positions
versus the euro, Swiss franc, and Australian dollar as the U.S.
dollar?s value reversed lower against these currencies on news
that foreign central banks would diversify their currency
reserves away from the U.S. dollar. The U.S. dollar also
weakened on worries regarding the U.S. trade deficit and
speculation that the U.S. Federal Reserve was near the end of its
cycle in interest rate increases. During June, long positions in
the euro versus the U.S. dollar recorded losses as the U.S.
dollar reversed higher against most of its rivals due to
diplomatic developments made between the U.S. and Iran regarding
Iran?s nuclear research program, as well as news confirming the
death of insurgent leader Abu Musab al-Zarqawi in Iraq.
<page> Furthermore, the value of the U.S. dollar continued to
move higher in the days leading up to the U.S. Federal Reserve?s
17th consecutive interest rate hike on June 29. Additional losses
were incurred during the first and second quarters from both
short and long positions in the Mexican peso relative to the U.S.
dollar as the value of the peso moved without consistent
direction amid political uncertainty in Mexico. Finally, in
October, losses were experienced from long positions in the U.S.
dollar versus the Swiss franc and the euro as the value of the
U.S. dollar declined towards the latter half of the month after
the U.S. Department of Commerce reported slower than expected
growth in third quarter U.S. Gross Domestic Product, as well as a
faster than expected decline in consumer core inflation.
Additional losses of approximately 2.1% were incurred in the
agricultural complex from long positions in wheat futures as
prices fell during March on forecasts for above-average rainfall
in U.S. growing regions. Additional losses were recorded during
June from long positions in wheat as prices moved lower on
favorable weather forecasts across the U.S. growing regions and
reports from the U.S. Department of Agriculture showing improved
crop conditions. Elsewhere in the agricultural complex, losses
were incurred from short positions in coffee futures as prices
reversed higher amid large U.S. export sales and news of a
smaller than expected crop from Brazil. Within the global
interest rate sector, losses of approximately 1.3% were incurred
largely from short positions in U.S. and Japanese fixed-income
<page> futures in August as prices increased on higher demand
amid concerns of a slowing global economy and news that Iran
would continue its nuclear research program. U.S. interest rate
futures prices were also pressured higher by government reports
showing a slow-down in the U.S. economy and soft inflation data,
which boosted expectations that the U.S. Federal Reserve would
hold interest rates steady. Further losses were incurred from
long positions in Japanese fixed income futures during December
as prices fell after the Tankan survey showed business confidence
unexpectedly improved to a two-year high. Smaller losses of
approximately 0.2% were incurred in the energy sector primarily
during March from short positions in crude oil and unleaded gas
futures as prices increased early in the month on supply fears
fueled by news of geopolitical tensions in Nigeria and Iran.
Prices then continued to move higher towards the end of March on
concerns regarding the possibility of economic sanctions by the
United Nations against Iran, one of the world's largest oil
producers. Further losses were recorded during November from
short positions in crude oil futures and its related products as
prices rose on supply concerns after a major Nigerian facility
ceased production following a hostage situation.
The Partnership recorded total trading results including interest
income totaling $(42,632,520) and expenses totaling $35,578,575,
resulting in a net loss of $78,211,095 for the year ended December
31, 2005. The Partnership?s net asset value per Unit decreased
<page> from $22.16 at December 31, 2004, to $18.60 at December 31,
2005. Total redemptions and subscriptions for the year were
$104,122,266 and $127,216,962, respectively, and the Partnership?s
ending capital was $421,321,479 at December 31, 2005, a decrease
of $55,116,399 from ending capital at December 31, 2004, of
$476,437,878.
The most significant trading losses of approximately 9.1% were
recorded in the global interest rate futures markets during
February from long positions in long-term U.S. and European
interest rate futures as prices declined in response to strong
global economic data and congressional testimony by U.S. Federal
Reserve Chairman Alan Greenspan, which supported Wall Street
expectations for additional interest rate hikes. In April,
further losses were recorded from short positions in U.S.
interest rate futures as prices reversed higher in a ?flight to
quality? amid weakness in equities. Finally, losses were
experienced throughout the third and fourth quarters from
positions in U.S. and European fixed-income futures as prices
moved without consistent direction amid conflicting economic
data, uncertainty regarding the future interest rate policy of
the U.S. and the European Union, and volatility in energy prices.
Additional losses of approximately 6.5% were recorded in the
currency markets, primarily from positions in the euro relative
to the Japanese yen, the U.S. dollar, and the British pound.
During January, long positions in the euro versus most of its
<page> rivals incurred losses as the value of the euro reversed
sharply lower in what many analysts described as a ?corrective?
move after its strong upward trend during the fourth quarter of
2004. This decline in the value of the euro was attributed to
weak economic data out of the European Union. Additional losses
were incurred during August from short positions in the euro
versus the U.S. dollar, British pound, and Japanese yen as the
value of the euro advanced against its major rivals in response
to strong signals of Euro-Zone economic improvement. In
December, short positions in the euro against the U.S. dollar
resulted in losses as the value of the euro increased on the
possibility that the European Central Bank could raise interest
rates in 2006. Elsewhere in the currency markets, losses
resulted from positions in the South African rand, New Zealand
dollar, and Australian dollar relative to the U.S dollar
primarily during January, as the value of the U.S. dollar moved
erratically amid speculation that U.S. interest rates were likely
to continue to rise and on fears that the re-valuation of the
Chinese yuan was farther away than expected. Additional losses
were incurred during December from long positions in the New
Zealand dollar relative to the U.S. dollar as the value of the
New Zealand dollar declined on weaker than expected economic
growth data and investor confidence that further interest rate
hikes from the Reserve Bank of New Zealand were unlikely.
Additional losses of approximately 1.2% were incurred in the
agricultural complex primarily during April from long futures
<page> positions in wheat as prices fell in response to favorable
weather in growing regions, improved crop conditions, and reduced
foreign demand. Elsewhere in the agricultural complex, losses
were incurred from long positions in cotton futures during May as
prices declined on news of weak demand in China. Smaller losses
were experienced from positions in soybean meal futures through a
majority of the year. In the energy markets, losses of
approximately 0.2% were recorded during January from short
futures positions in crude oil as prices moved higher amid
speculation that OPEC would move to cut production later in the
month and on forecasts for cold winter weather in the
Northeastern U.S. In April, long futures positions in crude oil
incurred losses after prices reversed lower as U.S. government
data pointed to greater production activity by refiners and
rising supplies. Prices were also pressured lower by the release
of slower demand growth forecasts. Further losses were
experienced during June, September, October, and December from
both long and short positions in crude oil futures as prices
moved without consistent direction amid conflicting news
regarding supply and demand, as well as due to weather related
factors. A portion of the Partnership?s overall losses for the
year was offset by gains of approximately 3.7% recorded in the
global stock index futures markets during February from long
positions in European and Japanese equity index futures as
prices moved higher early in the month amid the elections in Iraq
and lower than expected unemployment data out of the U.S. Equity
<page> prices in Japan were also pressured higher when positive
economic data painted a brighter picture of the Far East Region?s
economy. In June, further gains were recorded from long positions
in European equity index futures as prices rallied on the
perception that weakness in the euro could stimulate the European
economy. Prices were also bolstered by strong economic data out
of the U.S. and news of a trade deal between the European Union
and China that would avoid tariffs and manage the growth of
Chinese textile imports to Europe through the end of 2008.
During July, long positions in European and Japanese equity index
benefited as prices increased on positive economic data out of
the U.S. and Japan. Prices continued to strengthen after China
reformed its U.S. dollar currency peg policy, leading market
participants to conclude that a re-valuation of the Chinese yuan
would likely ease trade tensions between China, the U.S, Europe,
and Japan. In September, long positions in Japanese stock index
futures experienced gains as prices moved sharply higher on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
a soft patch as demonstrated by rising production, improving
business sentiment, and a sustained upturn in consumer spending.
Additional gains resulted from long positions in European stock
index futures amid declining oil prices and as investors embraced
signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast. Finally,
long positions in Japanese and European stock index futures
<page> experienced gains in December as prices increased due to a
decline in energy prices and anticipation that a strong holiday
shopping season would improve the retail sectors of the European
and Japanese economies. Further affecting the value of Japanese
equity prices was strong investor optimism that the Japanese
economy would continue to improve in 2006. Within European stock
indices, prices were pressured higher on the possibility of an
end to U.S. interest rate increases. Within the metals markets,
gains of approximately 0.7% were recorded from long futures
positions in copper and zinc as prices had trended higher
throughout a majority of the year on persistent demand from
China.
The Partnership recorded total trading results including interest
income totaling $46,935,381 and expenses totaling $34,483,896,
resulting in net income of $12,451,485 for the year ended December
31, 2004. The Partnership?s net asset value per Unit increased
from $21.88 at December 31, 2003, to $22.16 at December 31, 2004.
Total redemptions and subscriptions for the year were $28,256,679
and $221,533,280, respectively, and the Partnership?s ending
capital was $476,437,878 at December 31, 2004, an increase of
$205,728,086 from ending capital at December 31, 2003, of
$270,709,792.
The most significant trading gains of approximately 5.4% were
recorded in the energy markets. During much of the year, long
<page> positions in crude oil and its related products behaved
well as prices trended higher due to consistent news of tight
supply, continuing geopolitical concerns in the Middle East,
concerns that top Russian oil producer, Yukos, might break up or
stop selling oil, major production disruptions in the Gulf of
Mexico, growing civil unrest in Nigeria, and the threat of a
national strike in Norway. Additional gains of approximately
4.8% were experienced in the global interest rate futures markets
from long positions in European interest rate futures during
February, March, August, and September as prices rallied on
uncertainty in the global equity markets, disappointing economic
data, safe-haven buying amid major geopolitical concerns, and a
surge in oil prices. Further gains from long positions in
European interest rates were recorded in the fourth quarter as
prices continued to trend higher for the aforementioned reasons,
in addition to the rise in the value of the euro, which created
strong demand for euro-denominated investments. Gains of
approximately 1.7% were experienced in the agricultural markets
during January, March, and June from long positions in corn
futures as prices increased on news of strong demand from Asia.
Further gains were experienced during July and August from short
positions in corn futures as prices weakened due to ideal weather
conditions in the growing regions of the U.S. Midwest, reports of
increased inventories, and weaker export demand. Elsewhere in
this complex, gains were recorded from short positions in cotton
futures, primarily during March, April, June, and July, as prices
<page> trended lower amid rising supplies and news of a
consistent decline in demand from China. Additional gains of
approximately 0.3% were experienced in the currency markets
during January, February, September, October, and November from
long positions in the New Zealand dollar, Canadian dollar, and
Australian dollar (collectively, the ?Commodity Currencies?)
versus the U.S. dollar as their value strengthened due to higher
gold prices and interest rate hikes by the Reserve Bank of New
Zealand and the Bank of Canada. The widening U.S. Current-
Account deficit, concerns for potential terrorist attacks, and
rising oil prices also pulled the value of the U.S. dollar lower
versus these currencies, as well as versus the euro throughout
much of the year, resulting in further gains. Elsewhere in the
currency markets, gains were experienced during January and
February from short positions in the Swiss franc relative to the
U.S. dollar as the value of the franc moved lower due to
conflicting economic data out of Switzerland. Long positions in
the Swiss franc relative to the U.S. dollar resulted in
additional gains in November as the value of the U.S. dollar
declined when investors concluded that the Bush Administration
was unlikely to intervene in the currency markets to strengthen
the U.S. dollar. Gains of approximately 0.3% were generated in
the metals markets, primarily during the first and fourth
quarters, from long futures positions in copper and aluminum as
prices trended higher in response to greater demand from Asia
driven by a declining U.S. dollar. A portion of the
<page> Partnership?s overall gains for the year was offset by
losses of approximately 1.7% in the global stock index futures
markets during March, May, July, August, and September from
positions in European equity index futures as prices moved
without consistent direction due to conflicting economic data,
volatility in energy prices, and significant geopolitical
concerns. Additional losses were incurred from positions in U.S.
equity index futures, particularly the Russell 2000 Index, as
prices moved in a trendless pattern for the aforementioned
reasons.
For an analysis of unrealized gains and (losses) by contract type
and a further description of 2006 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2006, which is incorporated by reference to Exhibit
13.01 of this Form 10-K.
The Partnership's gains and losses are allocated among its
partners for income tax purposes.
Off-Balance Sheet Arrangements and Contractual Obligations.
The Partnership does not have any off-balance sheet arrangements,
nor does it have contractual obligations or commercial
commitments to make future payments that would affect its
liquidity or capital resources.
<page> Market Risk.
The Partnership is a party to financial instruments with elements
of off-balance sheet market and credit risk. The Partnership
trades futures contracts, options on futures contracts, and
forward contracts on physical commodities and other commodity
interests, including, but not limited to, foreign currencies,
financial instruments, metals, energy, and agricultural products.
In entering into these contracts, the Partnership is subject to
the market risk that such contracts may be significantly
influenced by market conditions, such as interest rate volatility,
resulting in such contracts? being less valuable. If the markets
should move against all of the positions held by the Partnership
at the same time, and the Trading Advisor was unable to offset
positions of the Partnership, the Partnership could lose all of
its assets and the limited partners would realize a 100% loss.
In addition to the Trading Advisor's internal controls, the
Trading Advisor must comply with the Partnership?s trading
policies that include standards for liquidity and leverage that
must be maintained. The Trading Advisor and Demeter monitor the
Partnership's trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Advisor to
modify positions of the Partnership if Demeter believes they
violate the Partnership's trading policies.
<page>
Credit Risk.
In addition to market risk, in entering into futures, forward, and
options contracts there is a credit risk to the Partnership that
the counterparty on a contract will not be able to meet its
obligations to the Partnership. The ultimate counterparty or
guarantor of the Partnership for futures, forward, and options
contracts, traded in the United States and most foreign exchanges
on which the Partnership trades is the clearinghouse associated
with such exchange. In general, a clearinghouse is backed by the
membership of the exchange and will act in the event of non-
performance by one of its members or one of its member?s
customers, which should significantly reduce this credit risk.
There is no assurance that a clearinghouse, exchange, or other
exchange member will meet its obligations to the Partnership, and
Demeter and the commodity brokers will not indemnify the
Partnership against a default by such parties. Further, the law is
unclear as to whether a commodity broker has any obligation to
protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades affected for the broker?s
customers. In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.
Demeter deals with these credit risks of the Partnership in
several ways. First, Demeter monitors the Partnership?s credit
<page> exposure to each exchange on a daily basis. The commodity
brokers inform the Partnership, as with all their customers, of
the Partnership?s net margin requirements for all its existing
open positions, and Demeter has installed a system which permits
it to monitor the Partnership?s potential net credit exposure,
exchange by exchange, by adding the unrealized trading gains on
each exchange, if any, to the Partnership?s margin liability
thereon.
Second, the Partnership?s trading policies limit the amount of its
Net Assets that can be committed at any given time to futures
contracts and require a minimum amount of diversification in the
Partnership?s trading, usually over several different products and
exchanges. Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total Net Assets and on those relatively few occasions where the
Partnership?s credit exposure climbs above such level, Demeter
deals with the situation on a case by case basis, carefully
weighing whether the increased level of credit exposure remains
appropriate. Material changes to the trading policies may be made
only with the prior written approval of the limited partners
owning more than 50% of Units then outstanding.
Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together with
Morgan Stanley DW, have determined to be creditworthy. The
<page> Partnership presently deals with MS&Co. as the sole
counterparty on forward contracts.
For additional information, see the ?Financial Instruments?
section under ?Notes to Financial Statements? in the
Partnership?s Annual Report to Limited Partners for the year
ended December 31, 2006, which is incorporated by reference to
Exhibit 13.01 of this Form 10-K.
Inflation has not been a major factor in the Partnership?s
operations.
New Accounting Developments.
In July 2006, the Financial Accounting Standards Board (?FASB?)
issued Interpretation No. 48, ?Accounting for Uncertainty in
Income Taxes ? an interpretation of FASB Statement 109? (?FIN
48?). FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements. FIN 48
is effective for fiscal years beginning after December 15, 2006.
The impact to the Partnership?s Financial Statements, if any, is
currently being assessed.
In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. SFAS No. 157 is
<page> effective for the Partnership as of January 1, 2008. The
impact to the Partnership?s Financial Statements, if any, is
currently being assessed.
In September 2006, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108, ?Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements? (?SAB No. 108?) to provide guidance on
how the effects of the carryover or reversal of prior year
unrecorded misstatements should be considered in quantifying a
current year misstatement. SAB No. 108 requires a company to
apply an approach that considers the amount by which the current
year income statement is misstated (?rollover approach?) and an
approach that considers the cumulative amount by which the current
year balance sheet is misstated (?iron-curtain approach?). Prior
to the issuance of SAB No. 108, many companies applied either the
rollover or iron-curtain approach for purposes of assessing
materiality of misstatements. SAB No. 108 is effective for the
Partnership as of January 1, 2007. Upon adoption, SAB No. 108
allows a one-time cumulative effect adjustment against Partners?
Capital for those prior year misstatements that were not material
under the Partnership?s prior approach, but are deemed material
under the SAB No. 108 approach. Demeter does not expect the
adoption of SAB No. 108 to have a material impact on the
Partnership?s Financial Statements.
<page>
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options. The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss. Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.
The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk. Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions, and
consequently in its earnings, whether realized or unrealized, and
cash flow. Gains and losses on open positions of exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are settled daily through variation
margin. Gains and losses on off-exchange-traded forward currency
contracts are settled upon termination of the contract. However,
the Partnership is required to meet margin requirements equal to
the net unrealized loss on open forward currency contracts in the
Partnership accounts with the counterparty, which is accomplished
<page> by daily maintenance of the cash balance in a custody
account held at Morgan Stanley DW for the benefit of MS&Co.
The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership typically to be many times the total capitalization of
the Partnership.
The Partnership?s past performance is no guarantee of its future
results. Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading. The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experiences to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VaR?) tables
disclosed.
<page>
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.
Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partner-
ship?s market risk exposures contain ?forward-looking statements?
within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation
Reform Act of 1995 (set forth in Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934). All quantitative disclosures in this section are deemed
to be forward-looking statements for purposes of the safe harbor,
except for statements of historical fact.
The Partnership accounts for open positions on the basis of mark
to market accounting principles. Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.
The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio. The VaR model takes into account
<page> linear exposures to risks including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables. The hypothetical changes in portfolio value
are based on daily percentage changes observed in key market
indices or other market factors (?market risk factors?) to which
the portfolio is sensitive. The one-day 99% confidence level of
the Partnership?s VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors, would
have been exceeded once in 100 trading days, or one day in 100.
VaR typically does not represent the worst case outcome. Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period. This generates a probability
distribution of daily ?simulated profit and loss? outcomes. The
VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.
The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
<page> VaR models, including the Partnership?s, are continually
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve. Please note that the
VaR model is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Advisor in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly-titled measures used by other entities.
The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at December 31, 2006 and 2005.
At December 31, 2006 and 2005, the Partnership?s total
capitalization was approximately $420 million and $421 million,
respectively.
Primary Market December 31, 2006 December 31, 2005
Risk Category Value at Risk Value at Risk
Equity (3.14)% (2.37)%
Currency (2.61) (0.96)
Interest Rate (1.31) (0.41)
Commodity (0.27) (0.05)
Aggregate Value at Risk (4.19)% (3.06)%
The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
<page> Partnership?s open positions across all the market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.
Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day. Such changes could
positively or negatively materially impact market risk as
measured by VaR.
The table below supplements the December 31, 2006, VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
as a percentage of total Net Assets for the four quarter-end
reporting periods from January 1, 2006, through December 31,
2006.
Primary Market Risk Category High Low Average
Equity (3.32)% (0.13)% (2.28)%
Currency (2.61) (0.37) (1.17)
Interest Rate (3.49) (0.69) (1.65)
Commodity (0.31) (0.27) (0.28)
Aggregate Value at Risk (6.04)% (0.75)% (3.37)%
<page>
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
* past changes in market risk factors will not always result
in accurate predictions of the distributions and correlations
of future market movements;
* changes in portfolio value caused by market movements may
differ from those of the VaR model;
* VaR results reflect past market fluctuations applied to
current trading positions while future risk depends on future
positions;
* VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
* the historical market risk factor data used for VaR
estimation may provide only limited insight into losses that
could be incurred under certain unusual market movements.
<page> In addition, the VaR tables above, as well as the past
performance of the Partnership, give no indication of the
Partnership?s potential ?risk of ruin?.
The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at December 31, 2005, and for the four quarter-
end reporting periods during calendar year 2006. VaR is not
necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. These balances and any market risk they may represent
are immaterial.
The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of December 31,
2006, such amount is equal to approximately 88% of the
Partnership?s net asset value. A decline in short-term interest
rates would result in a decline in the Partnership?s cash
<page> management income. This cash flow risk is not considered
to be material.
Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ? constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisor
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
<page> new market participants, increased regulation, and many
other factors could result in material losses, as well as in
material changes to the risk exposures and the risk management
strategies of the Partnership. Investors must be prepared to lose
all or substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the
Partnership at December 31, 2006, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
Equity. The largest market exposure of the Partnership at
December 31, 2006, was to the global stock index sector,
primarily to equity price risk in the G-7 countries. The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy, and Canada. The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices. At December 31, 2006, the Partnership?s primary market
exposures were to the DAX (Germany), CAC 40 (France), Euro Stoxx
50 (Europe), NIKKEI 225 (Japan), NASDAQ 100 (U.S.), FTSE 100
(United Kingdom), S&P 500 (U.S.), IBEX 35 (Spain), Hang Seng
(China), TOPIX (Japan), Dow Jones (U.S.), and RUSSELL 2000 (U.S.)
stock indices. The Partnership is typically exposed to the risk
of adverse price trends or static markets in the European, U.S.,
Chinese, and Japanese stock indices. Static markets would not
cause major market changes, but would make it difficult for the
<page> Partnership to avoid trendless price movements, resulting
in numerous small losses.
Currency. The second largest market exposure of the Partnership
at December 31, 2006, was to the currency sector. The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations. The Partnership trades
a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar. At
December 31, 2006, the Partnership?s major exposures were to the
euro, Canadian dollar, Australian dollar, Japanese yen, Swiss
franc, and British pound currency crosses, as well as to outright
U.S. dollar positions. Outright positions consist of the U.S.
dollar vs. other currencies. These other currencies include
major and minor currencies. Demeter does not anticipate that the
risk associated with the Partnership?s currency trades will
change significantly in the future.
Interest Rate. The third largest market exposure of the
Partnership at December 31, 2006, was to the global interest rate
sector. Exposure was primarily spread across the European, U.S.,
Japanese, and Australian interest rate sectors. Interest rate
movements directly affect the price of the sovereign bond futures
<page> positions held by the Partnership and indirectly affect
the value of its stock index and currency positions. Interest
rate movements in one country, as well as relative interest rate
movements between countries, materially impact the Partnership?s
profitability. The Partnership?s interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries. However, the Partnership also takes futures
positions in the government debt of smaller nations - e.g.,
Australia. Demeter anticipates that the G-7 countries? and
Australian interest rates will remain the primary interest rate
exposure of the Partnership for the foreseeable future. The
speculative futures positions held by the Partnership may range
from short to long-term instruments. Consequently, changes in
short, medium, or long-term interest rates may have an effect on
the Partnership.
Commodity.
Soft Commodities and Agriculturals. At December 31, 2006,
the Partnership had market exposure to the markets that
comprise these sectors. Most of the exposure was to the
coffee, cotton, corn, cocoa, wheat, sugar, and soybean meal
markets. Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.
<page>
Energy. At December 31, 2006, the Partnership had market
exposure to the energy sector. The Partnership?s energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future. Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.
Metals. At December 31, 2006, the Partnership had market
exposure in the metals sector. The Partnership?s metals
exposure was to fluctuations in the price of base metals,
such as aluminum, zinc, and copper. The Partnership also
had exposure to precious metals, such as gold. Economic
forces, supply and demand inequalities, geopolitical
factors, and market expectations influence price movements
in these markets. The Trading Advisor utilizes trading
system(s) to take positions when market opportunities
develop, and Demeter anticipates that the Partnership will
continue to do so.
<page> Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2006:
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at December 31, 2006, were in euros, Hong
Kong dollars, Japanese yen, British pounds, Swiss francs,
and Australian dollars. The Partnership controls the non-
trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisor daily. In
addition, the Trading Advisor establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.
<page> Demeter monitors and controls the risk of the Partnership?s
non-trading instrument, cash. Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report, which is filed as Exhibit 13.01
hereto.
Supplementary data specified by Item 302 of Regulation S-K:
Summary of Quarterly Results (Unaudited)
Quarter Total Trading Results Net Net Income/
Ended including interest income Income/(Loss) (Loss) Per Unit
2006
March 31 $ 22,768,809 $ 14,386,307 $ 0.64
June 30 17,240,777 8,506,812 0.39
September 30 (8,106,174) (16,583,270) (0.75)
December 31 21,427,522 12,982,334 0.58
Total $ 53,330,934 $ 19,292,183 $ 0.86
2005
March 31 $(52,603,882) $(62,021,261) $(2.85)
June 30 (8,757,172) (17,527,725) (0.76)
September 30 16,414,886 7,803,371 0.33
December 31 2,313,648 (6,465,480) (0.28)
Total $(42,632,520) $(78,211,095) $(3.56)
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
<page>
Item 9A. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this annual report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act), and have judged such controls and
procedures to be effective.
(b) There have been no material changes during the period covered
by this annual report in the Partnership?s internal control
over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation.
Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.
Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting. The internal control over financial
reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with
generally accepted accounting principles.
<page>
The Partnership?s internal control over financial reporting
includes those policies and procedures that:
* Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;
* Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and
that the Partnership?s transactions are being made only in
accordance with authorizations of Management and directors;
and
* Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Partnership?s assets that could have a material effect on
the Financial Statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
<page> Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31,
2006. 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 the Partnership maintained effective internal control over
financial reporting as of December 31, 2006.
Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on
Management?s assessment of the Partnership?s internal control over
financial reporting and on the effectiveness of the Partnership?s
internal control over financial reporting. This report, which
expresses an unqualified opinion on Management?s assessment and on
the effectiveness of the Partnership?s internal control over
financial reporting, appears under ?Report of Independent
Registered Public Accounting Firm? in the Partnership?s Annual
Report to Limited Partners for the year ended December 31, 2006.
Item 9B. OTHER INFORMATION
None.
<page> PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter, its general partner.
Directors and Officers of the General Partner
The directors and executive officers of Demeter are as follows:
Effective May 1, 2006, Mr. Walter Davis, age 41, is a Director,
Chairman of the Board of Directors, and President of Demeter. Mr.
Davis is an Executive Director of Morgan Stanley and the Director
of Morgan Stanley?s Managed Futures Department. Prior to joining
Morgan Stanley in 1999, Mr. Davis worked for Chase Manhattan
Bank?s Alternative Investment Group. Throughout his career, Mr.
Davis has been involved with the development, management, and
marketing of a diverse array of commodity pools, hedge funds, and
other alternative investment funds. Mr. Davis received an MBA in
Finance and International Business from the Columbia University
Graduate School of Business in 1992 and a B.A. in Economics from
the University of the South in 1987.
Effective December 5, 2002, Mr. Frank Zafran, age 51, is a
Director of Demeter. Mr. Zafran is a Managing Director of Morgan
Stanley and, in November 2005, was named Managing Director of
Wealth Solutions. Previously, Mr. Zafran was Chief Administrative
Officer of Morgan Stanley?s Client Solutions Division. Mr. Zafran
joined the firm in 1979 and has held various positions in <page>
Corporate Accounting and the Insurance Department, including
Senior Operations Officer ? Insurance Division, until his
appointment in 2000 as Director of Retirement Plan Services,
responsible for all aspects of 401(k) Plan Services, including
marketing, sales, and operations. Mr. Zafran received a B.S.
degree in Accounting from Brooklyn College, New York.
Effective March 31, 2003, Mr. Douglas J. Ketterer, age 41, is a
Director of Demeter. Mr. Ketterer is a Managing Director of
Morgan Stanley and is head of Morgan Stanley?s Managed Money
Group. The Managed Money Group is comprised of a number of
departments (including the Alternative Investments Group,
Consulting Services Group, and Mutual Fund Department) which offer
products and services through Morgan Stanley?s Global Wealth
Management Group. Mr. Ketterer joined Morgan Stanley in 1990 and
has served in many roles in the corporate finance/investment
banking, asset management, and distribution divisions of the firm.
Mr. Ketterer received his MBA from New York University?s Leonard
N. Stern School of Business and his B.S. in Finance from the
University at Albany?s School of Business.
Effective May 1, 2005, Mr. Harry Handler, age 48, is a Director of
Demeter. Mr. Handler serves as an Executive Director of Morgan
Stanley?s Global Wealth Management Group. Mr. Handler works in
Morgan Stanley?s Capital Markets Division as Equity Risk Officer.
Additionally, Mr. Handler also serves as Chairman of the Morgan
Stanley DW Best Execution Committee and manages the Global Wealth
<page> Management Group?s Stock Lending business. In his prior
position, Mr. Handler was a Systems Director in Information
Technology, in charge of Equity and Fixed Income Trading Systems
along with the Special Products, such as Unit Trusts, Managed
Futures, and Annuities. Prior to his transfer to the Information
Technology Area, Mr. Handler managed the Foreign Currency and
Precious Metals Trading Desk for Dean Witter, a predecessor
company to Morgan Stanley. He also held various positions in the
Futures Division where he helped to build the Precious Metals
Trading Operation of Dean Witter. Before joining Dean Witter, Mr.
Handler worked at Mocatta Metals as an Assistant to the Chairman.
His roles at Mocatta Metals included stints on the Futures Order
Entry Desk and the Commodities Exchange Trading Floor. Additional
work included building a computerized Futures Trading System and
writing a history of the company. Mr. Handler graduated on the
Dean?s List from the University of Wisconsin-Madison with a B.A.
degree and a double major in History and Political Science.
Effective May 1, 2006, Mr. Richard D. Gueren, age 45, is a
Director of Demeter. Mr. Gueren is Executive Director, Retail
Options and Transactional Futures at Morgan Stanley. He is
responsible for marketing the options product to the firm?s
approximately 400 offices and 8,000 Financial Advisors. Mr.
Gueren first joined Dean Witter in August 1986, as a member of the
Options Strategy/Trading team. In 1997, Dean Witter merged with
Morgan Stanley. Mr. Gueren is the firm?s Senior Registered
Options Principal. He is a member of several Morgan Stanley
<page> committees, including the firm?s National Error Committee
and Best Execution Committee. He is an advisory member to the
Credit & Risk Committee. Mr. Gueren is also an active member of
several exchange and industry committees, including the Retail
Advisory committees for the Chicago Board Options Exchange, the
American Stock Exchanges, the Philadelphia Stock Exchange, the
Pacific Stock Exchange, and the International Securities Exchange.
Mr. Gueren is also an Industry Arbitrator for the NASD and has
been seated on numerous industry cases over the past eight years.
He has also been asked to testify as an expert witness regarding
options on numerous occasions. Mr. Gueren holds a Bachelor of
Science in Economics from the University of Hartford.
Effective May 1, 2006, Mr. Michael P. McGrath, age 38, is a
Director of Demeter. Mr. McGrath is a Managing Director and the
Director of Product Development for Morgan Stanley?s Global Wealth
Management Group. In this role, Mr. McGrath oversees the flow of
new products and services being offered through Global Wealth
Management in the United States. He coordinates the firm?s New
Product Committee as well as being a voting member on the
committee. He is also a voting member of the Global Wealth
Management Alternative Investments Due Diligence Committee, the
Global Wealth Management Insurance Due Diligence Committee, and
the Portfolio Architect Oversight Committee, and is a member of
the Global Advisor Research Due Diligence Committee. Mr. McGrath
joined Morgan Stanley in 2004, after three years with Nuveen
Investments, a publicly traded investment management company
<page> headquartered in Chicago, Illinois. At Nuveen, Mr. McGrath
served as a Managing Director and oversaw the development of
alternative investment products catering to the ultra-high net
worth investor. Mr. McGrath received his BA degree from Saint
Peters College in 1990 and his MBA in Finance from New York
University in 1996.
Effective May 1, 2006, Mr. Andrew Saperstein, age 39, is a
Director of Demeter. Mr. Saperstein is Chief Operating Officer of
National Sales for Morgan Stanley?s Global Wealth Management
Group, and serves as a member of the group?s Executive Committee.
One of the largest businesses of its kind in the world with $640
billion in client assets, the Global Wealth Management Group
provides a range of wealth management products and services to
individuals, businesses, and institutions. These include
brokerage and investment advisory services, financial and wealth
planning, credit and lending, banking and cash management,
annuities and insurance, retirement and trust. Prior to joining
Morgan Stanley in March 2006, Mr. Saperstein was with Merrill
Lynch as First Vice President and Chief Operating Officer of the
Direct Division, and served as a member of the Global Private
Client Executive Committee. In this capacity, he was responsible
for the oversight of the online brokerage unit and the Financial
Advisory Center, including the Retail Client Relationship
Management group, the Services, Operations and Technology group,
the Client Acquisition team, and the Business Development and
Analysis team. Mr. Saperstein joined Merrill Lynch in November
<page> 2001. Prior to Merrill Lynch, Mr. Saperstein was a partner
in the Financial Institutions group of McKinsey & Co.
Additionally, he served as co-leader of both the North American
Asset Management and Brokerage Practice and North American
Recruiting. Mr. Saperstein graduated cum laude from Harvard Law
School and summa cum laude from the Wharton School/College of Arts
and Sciences at the University of Pennsylvania with a dual degree
in Economics and Finance.
Effective September 22, 2006, Mr. Jacques Chappuis, age 37, is a
Director of Demeter. Mr. Chappuis is a Managing Director of
Morgan Stanley and Head of Alternative Investments of Morgan
Stanley?s Global Wealth Management Group. Prior to joining
Morgan Stanley in 2006, Mr. Chappuis was Head of Alternative
Investments for Citigroup?s Global Wealth Management Group and
prior to that, a Managing Director at Citigroup Alternative
Investments. Before joining Citigroup, Mr. Chappuis was a
consultant at the Boston Consulting Group, where he focused
on the financial services sector, and a corporate finance
Associate at Bankers Trust Company. Mr. Chappuis received an MBA
in Finance, with honors, from the Columbia University Graduate
School of Business in 1998 and a B.A. in finance from Tulane
University in 1991.
Effective November 6, 2006, Mr. Lee Horwitz, age 55, is the Chief
Financial Officer of Demeter and a Principal of Demeter. Mr.
<page> Horwitz currently serves as an Executive Director within
Morgan Stanley?s Financial Control Group. Mr. Horwitz joined
Morgan Stanley in March 1984 and has held a variety of positions
throughout Morgan Stanley?s organization during his tenure. Mr.
Horwitz received a B.A. degree from Queens College and an MBA
from Rutgers University. Mr. Horwitz is a Certified Public
Accountant.
All of the foregoing directors have indefinite terms.
Effective May 1, 2006, Mr. Jeffrey A. Rothman resigned his
position as a Director of Demeter.
Effective May 1, 2006, Mr. Richard A. Beech resigned his position
as a Director of Demeter.
Effective May 1, 2006, Ms. Shelley Hanan resigned her position as
a Director of Demeter.
Effective November 6, 2006, Mr. Kevin Perry resigned his position
as Chief Financial Officer of Demeter.
The Audit Committee
The Partnership is operated by its general partner, Demeter, and
has no audit committee and, thus, no audit committee financial
expert.
<page>
Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. The Partnership is operated by its
general partner, Demeter. The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
of Morgan Stanley and are subject to the code of ethics adopted by
Morgan Stanley, the text of which can be viewed on Morgan
Stanley?s website at http://www.morganstanley.com/ourcommitment/
codeofconduct.html.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers. As a
limited partnership, the business of the Partnership is managed by
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no compensation
for such services.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SECURITY HOLDER MATTERS
(a) Security Ownership of Certain Beneficial Owners ? At December
31, 2006, there were no persons known to be beneficial owners of
more than 5 percent of the Units.
<page>
(b) Security Ownership of Management - At December 31, 2006,
Demeter owned 231,068.501 Units of general partnership interest,
representing a 1.07 percent interest in the Partnership.
(c) Changes in Control ? None.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Refer to Note 2 - "Related Party Transactions" of "Notes to
Financial Statements", in the accompanying Annual Report to
Limited Partners for the year ended December 31, 2006, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K. In
its capacity as the Partnership's retail commodity broker, Morgan
Stanley DW received commodity brokerage fees (paid and accrued by
the Partnership) of $25,529,062 for the year ended December 31,
2006.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Morgan Stanley DW, on behalf of the Partnership, pays all
accounting fees. The Partnership reimburses Morgan Stanley DW
through the brokerage fees it pays, as discussed in the Notes to
Financial Statements in the Annual Report to the Limited Partners
for the year ended December 31, 2006.
<page>
(1) Audit Fees. The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit
of the Partnership?s Financial Statements and review of the
Financial Statements included in the Quarterly Reports on Form
10-Q, audit of Management?s assessments of the effectiveness of
the internal control over financial reporting, and in connection
with statutory and regulatory filings were approximately $50,428
for the year ended December 31, 2006, and $50,041 for the year
ended December 31, 2005.
(2) Audit-Related Fees. None.
(3) Tax Fees. The Partnership did not pay Deloitte & Touche LLP
any amounts in 2006 and 2005 for professional services in
connection with tax compliance, tax advice, and tax planning.
The Partnership engaged another unaffiliated professional firm to
provide services in connection with tax compliance, tax advice,
and tax planning.
(4) All Other Fees. None.
Because the Partnership has no audit committee, the Board of
Directors of Demeter, its general partner, functions as the audit
committee with respect to the Partnership. The Board of
Directors of Demeter has not established pre-approval policies
<page> and procedures with respect to the engagement of audit or
permitted non-audit services rendered to the Partnership.
Consequently, all audit and permitted non-audit services provided
by Deloitte & Touche LLP that are borne by Morgan Stanley DW
through the brokerage fees paid for by the Partnership are
approved by Morgan Stanley?s Board Audit Committee and the Board
of Directors of Demeter.
<page> PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Listing of Financial Statements
The following Financial Statements and report of independent
registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year
ended December 31, 2006, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent registered
public accounting firm, for the years ended December
31, 2006, 2005, and 2004.
- - Statements of Financial Condition, including the
Schedules of Investments, as of December 31, 2006 and
2005.
- - Statements of Operations, Changes in Partners' Capital,
and Cash Flows for the years ended December 31, 2006,
2005, and 2004.
- - Notes to Financial Statements.
With the exception of the aforementioned information and the
information incorporated in Items 7, 8, and 13, the Annual
Report to Limited Partners for the year ended December 31,
2006, is not deemed to be filed with this report.
2. Listing of Financial Statement Schedules
No Financial Statement schedules are required to be filed with
this report.
<page>
3. Exhibits
For the exhibits incorporated by reference or filed herewith
to this report, refer to Exhibit Index on Pages E-1 to E-3.
<page> SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MORGAN STANLEY CHARTER GRAHAM L.P.
(Registrant)
BY: Demeter Management Corporation,
General Partner
March 9, 2007 BY: /s/ Walter Davis
Walter Davis, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
Demeter Management Corporation.
BY: /s/ Walter Davis March 9, 2007
Walter Davis, President
/s/ Frank Zafran March 9, 2007
Frank Zafran, Director
/s/ Douglas J. Ketterer March 9, 2007
Douglas J. Ketterer, Director
/s/ Harry Handler March 9, 2007
Harry Handler, Director
/s/ Richard Gueren March 9, 2007
Richard Gueren, Director
/s/ Michael McGrath March 9, 2007
Michael McGrath, Director
/s/ Andrew Saperstein March 9, 2007
Andrew Saperstein, Director
/s/ Jacques Chappuis March 9, 2007
Jacques Chappuis, Director
/s/ Lee Horwitz March 9, 2007
Lee Horwitz, Chief Financial Officer
<page> EXHIBIT INDEX
ITEM
3.01 Form of Amended and Restated Limited Partnership
Agreement of the Partnership, is incorporated by
reference to Exhibit A of the Partnership's
Prospectus, dated November 8, 2006, filed with the
Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933, as
amended, on November 14, 2006.
3.02 Certificate of Limited Partnership, dated July 15,
1998, is incorporated by reference to Exhibit 3.02 of
the Partnership's Registration Statement on Form S-1
(File No. 333-60115) filed with the Securities and
Exchange Commission on July 29, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Graham L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-25603) filed with
the Securities and Exchange Commission on November 6,
2001.
10.02 Management Agreement, dated as of November 6, 1998,
among the Partnership, Demeter, and Graham Capital
Management, L.P., is incorporated by reference to
Exhibit 10.01 of the Partnership's Quarterly Report on
Form 10-Q (File No. 0-25603) filed with the
Securities and Exchange Commission on May 17, 1999.
10.03 Form of Subscription and Exchange Agreement and Power
of Attorney to be executed by each purchaser of Units
is incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated November 8, 2006,
filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended, on November 14, 2006.
10.04 Amended and Restated Escrow Agreement, dated as of
August 31, 2002, among the Partnership, Morgan Stanley
Charter Millburn L.P., Morgan Stanley Charter Welton
L.P., Morgan Stanley Charter MSFCM L.P., Morgan
Stanley DW, and JP Morgan Chase Bank, is incorporated
by reference to Exhibit 10.04 of the Partnership?s
Registration Statement on Form S-1 (File No. 333-
103166) filed with the Securities and Exchange
Commission on February 13, 2003.
E-1
<page>
10.05 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of November
13, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership?s Form 8-K (File No. 0-25603) filed
with the Securities and Exchange Commission on November
6, 2001.
10.05(a)Amendment No. 1 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW
Inc. is incorporated by reference to Exhibit 10.05(a) of
the Partnership?s Form 10-Q (File No. 0-25603) filed with
the Securities and Exchange Commission on November 10,
2005.
10.05(b)Amendment No. 1 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated July 1,
2005, is incorporated by reference to Exhibit 10.05(b) of
the Partnership?s Form 10-Q (File No. 0-25603) filed with
the Securities and Exchange Commission on August 12,
2005.
10.06 Commodity Futures Customer Agreement between MS&Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of November 6, 2000, is incorporated
by reference to Exhibit 10.02 of the Partnership?s Form
8-K (File No. 0-25603) filed with the Securities and
Exchange Commission on November 6, 2001.
10.07 Customer Agreement between the Partnership and MSIL, dated
as of November 6, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No. 0-
25603) filed with the Securities and Exchange Commission
on November 6, 2001.
10.08 Foreign Exchange and Options Master Agreement between
MS&Co. and the Partnership, dated as of August 30, 1999,
is incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-25603) filed with the
Securities and Exchange Commission on November 6, 2001.
10.09 Form of Subscription Agreement Update Form is incorporated
by reference to Exhibit C of the Partnership?s Prospectus,
dated November 8, 2006, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on November 14, 2006.
E-2
<page>
10.10 Securities Account Control Agreement among the
Partnership, MS&Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit 10.03
of the Partnership?s Form 8-K (File No. 0-25603) filed
with the Securities and Exchange Commission on November 6,
2001.
13.01 December 31, 2006, Annual Report to Limited Partners is
filed herewith.
31.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
E-3
<MODULE<
<NAME> CHARANN06
<CIK> 0001066656
<CCC> bcjvrg3$
</MODULE>
- - 1 -
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