Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 10/4/01

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Monthly Report                                         9±    40K 

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424B3
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MORGAN STANLEY DEAN WITTER CHARTER SERIES                                       
MONTHLY REPORT                                                                  
AUGUST 2001                                                                     

Dear Limited Partner:                                                           

The Net Asset Value per Unit for each of the four Morgan Stanley Dean Witter    
Charter Funds as of August 31, 2001 was as follows:                             

Funds                   N.A.V.            % change for month                    
    ------            ------------------
Charter DWFCM           $ 17.88                     4.69%                       
Charter Graham          $ 12.62                     6.01%                       
Charter Millburn        $  9.93                     2.66%                       
Charter Welton          $  6.96                     3.89%                       

Charter DWFCM                                                                   

Charter DWFCM increased in value during August primarily due to gains recorded  
in the currency markets from long positions in the euro and Swiss franc as the  
values of these currencies strengthened versus the U.S. dollar due to economic  
optimism for Europe, speculation that the European Central Bank would cut       
interest rates in late August and weakness in the U.S. dollar caused by the     
sluggish U.S. economy. Additional currency gains were recorded from long        
positions in the Singapore dollar as its value strengthened to a five-month high
versus the U.S. dollar. In the global interest rate futures markets, gains were 
recorded from long positions as prices generally trended higher amid continued  
concerns for the sluggish U.S. economy. In the energy markets, short positions  
in natural gas futures were profitable as prices declined to a two-year low on  
reports of rising supply levels.                                                

Charter GRAHAM                                                                  

Charter Graham increased in value during August primarily due to gains recorded 
in the global interest rate futures markets from long positions as prices       
trended higher amid continued concerns for the sluggish U.S. economy. In the    
global stock index futures markets, profits were recorded from short positions  
as most equity prices fell on worsening fundamentals and earnings warnings.     
Smaller gains were recorded in the metals markets from short positions in base  
metal futures as prices moved lower due to economic concern and decreased       
demand. A portion of these gains was offset by losses recorded in the currency  
markets from short positions in the Japanese yen as the value of the yen        
strengthened versus the U.S. dollar due to a Japanese repatriation of assets and
the weakness in the U.S. resulting from economic pessimism. Smaller losses were 
incurred in the agricultural markets from long positions in soybean oil futures 
as prices reversed lower.                                                       

On June 14, 2001, the General Partner, after consultation with Graham Capital   
Management ("Graham Capital"), the Trading Advisor to Charter Graham (the       
"Fund"), stopped using Graham's Non Trend Based Program ("NTB") to trade Fund   
assets on the basis that NTB was not performing up to expectations. The General 
Partner instructed Graham Capital to liquidate all positions in NTB and to      
reallocate all assets from those positions to Graham Capital's K-4 Program, one 
of the other two Graham Capital programs used in the Fund. (The other is the    
Global Diversified Program). With this reallocation, approximately 60% of the   
Fund's assets will be traded pursuant to the Global Diversified Program and 40% 
pursuant to K-4. Starting with the June closing, as well, the allocations of    
subscriptions, redemptions and exchanges were similarly changed, with 60%       
allocated to the Global Diversified Program and 40% to the K-4 Program.         

Charter MILLBURN                                                                

Charter Millburn increased in value during August primarily due to gains        
recorded in the global stock index futures markets from short positions as      
prices declined amid worsening fundamentals and earnings warnings. In the       
currency markets, profits were recorded from long positions in the euro and     
Swiss franc as the value of these currencies strengthened versus theU.S. dollar 
due to economic optimism for Europe, speculation that the European Central Bank 
would cut interest rates in late Augsut and weakness in the U.S. dollar caused  
by the sluggish U.S. economy. Additional currency gains were recorded from long 
positions in the Singapore dollar as its value strengthened to a five-month high
versus the U.S. dollar. Smaller profits were recorded in the global intgerest   
rate futures markets from long positions as prices trended higher amid continued
concerns for the sluggish U.S. economy. A portion of these gains was offset by  
losses recorded in the energy markets from short positons in crude oil futures  
as prices rose as a result of declining inventories and growing tensions in the 
Middle East.                                                                    

Charter WELTON                                                                  

Charter Welton increased in value during August primarily due to gains recorded 
in the global interest rate futures markets from long positions as prices       
trended higher and continued concerns for the sluggish U.S. economy. Additional 
profits were recorded in the currency markets from long positions in the euro   
and Swiss franc as the value of these European currencies rose versus the U.S.  
dollar amid economic optimism for Europe, speculation that the European Central 
Bank would cut interest rates in late August and weakness in the U.S. dollar    
caused by the sluggish U.S. economy. A portion of tehse gains was offset by     
losses recorded in the energy markets from short positons in heating and crude  
oil futures as prices rose amid declining inventories and growing tensions in   
the Middle East.                                                                

Should you have any questions concerning this report, please feel free to       
contact Demeter Management Corporation c/o, Morgan Stanley Trust Company,       
Attention: Managed Futures, 7th Floor, Harborside Financial Center Plaza Two,   
Jersey City, NJ 07311-3977 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 not a    
guarantee of future results.                                                    

Sincerely,                                                                      

Robert E. Murray                                                                
Chairman                                                                        
Demeter Management Corporation                                                  
General Partner                                                                 

424B3
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MORGAN STANLEY DEAN WITTER CHARTER SERIES                                       

Historical Fund Performance                                                     

Presented below is the percentage change in Net Asset Value per Unit from the   
start of every calendar year for each Fund in the Morgan Stanley Dean Witter    
Charter Series. Also provided is the inception-to-date return and the annualized
return since inception for each fund. PAST PERFORMANCE IS NOT NECESSARILY       
INDICATIVE OF FUTURE RESULTS.                                                   

Charter DWFCM                                                                   

Year                       Return                                               
----                       ------                                               

1994 (10 months)            -7.3%                                               
1995                        21.9%                                               
1996                         4.0%                                               
1997                        26.2%                                               
1998                         5.1%                                               
1999                        -9.2%                                               
2000                        23.8%                                               
2001 (8 months)              2.2%                                               

Inception-to-Date Return:   78.8%                                               
Annualized Return:           8.1%                                               
--------------------------------------------------------------------------------

Charter Graham                                                                  

Year                       Return                                               
----                       ------                                               

1999 (10 months)             2.9%                                               
2000                        22.0%                                               
2001 (8 months)              0.6%                                               

Inception-to-Date Return:   26.2%                                               
Annualized Return:           9.7%                                               
--------------------------------------------------------------------------------

Charter Millburn                                                                

Year                       Return                                               
----                       ------                                               

1999 (10 months)            -7.2%                                               
2000                        12.1%                                               
2001 (8 months)             -4.5%                                               

Inception-to-Date Return:   -0.7%                                               
Annualized Return:          -0.3%                                               
--------------------------------------------------------------------------------

Charter Welton                                                                  

Year                       Return                                               
----                       ------                                               

1999 (10 months)            -10.7%                                              
2000                         -8.2%                                              
2001 (8 months)             -15.1%                                              

Inception-to-Date Return:   -30.4%                                              
Annualized Return:          -13.5%                                              

Morgan Stanley Dean Witter Charter Series                                       
Statements of Operations                                                        
For the Month Ended August 31, 2001                                             
(Unaudited)                                                                     

                                                        [Enlarge/Download Table]

                               Morgan Stanley Dean Witter Charter DWFCM  Morgan Stanley Dean Witter Charter Graham L.P.
                               ----------------------------------------  ----------------------------------------------
                                                        Percentage of                              Percentage of       
                                                        August 1, 2001                             August 1, 2001      
                                                        Beginning                                  Beginning           
                                             Amount     Net Asset Value                 Amount     Net Asset Value     
                                             ------     ---------------                 ------     ---------------     
                                                 $            %                             $             %            
                                                                                                                       
REVENUES                                                                                                               

Trading profit (loss):                                                                                                 
  Realized                               (1,596,663)         (4.06)                    (394,274)        (1.20)         
  Net change in unrealized                3,620,591           9.21                    2,515,903          7.67          
                                        -----------        -------                   ----------        ------          

  Total Trading Results                   2,023,928           5.15                    2,121,629          6.47          
Interest Income (Note 2)                    113,064           0.29                       94,824          0.29          
                                        -----------        --------                  ----------       -------          

  Total Revenues                          2,136,992           5.44                    2,216,453          6.76          
                                        -----------        -------                   ----------       -------          

EXPENSES                                                                                                               
Brokerage fees (Note 2)                     229,306           0.58                      191,165          0.58          
Management fees (Notes 2 & 3)                65,517           0.17                       54,618          0.17          
                                        -----------        -------                  -----------        ------          

  Total Expenses                            294,823           0.75                      245,783          0.75          
                                        -----------       --------                  -----------        ------          

NET INCOME                                1,842,169           4.69                    1,970,670          6.01          
                                        ===========       ========                  ===========       =======          


Morgan Stanley Dean Witter Charter Series                                       
Statements of Changes in Net Asset Value                                        
For the Month Ended August 31, 2001                                             
(Unaudited)                                                                     

                                                        [Enlarge/Download Table]

                   Morgan Stanley Dean Witter Charter DWFCM  Morgan Stanley Dean Witter Charter Graham L.P.         
                   ----------------------------------------  ------------------------------------------------       
                         Units          Amount    Per Unit                       Units        Amount        Per Unit
                        ------        --------  ----------                       -----      --------      ----------
                                             $          $                                  $              $         
                                                                                                                    
Net Asset Value,                                                                                                    
  August 1, 2001      2,301,858.643   39,309,658    17.08                 2,753,287.399    32,771,150    11.90      
Net Income                   --        1,842,169     0.80                        --         1,970,670     0.72      
Redemptions             (28,477.961)    (509,186)   17.88                   (14,944.857)     (188,604)   12.62      
Subscriptions            34,530.567      617,407    17.88                   171,466.843     2,163,911    12.62      
                      -------------  -----------                           ------------   -----------               

Net Asset Value,                                                                                                    
  August 31, 2001     2,307,911.249   41,260,048    17.88                 2,909,809.385    36,717,127    12.62      
                      =============   ==========                          =============    ==========               

The accompanying notes are an integral part of these financial statements.      

                                                        [Enlarge/Download Table]


Morgan Stanley Dean Witter Charter Series                                                                                  
Statements of Operations                                                                                                   
For the Month Ended August 31, 2001                                                                                        
(Unaudited)                                                                                                                

                           Morgan Stanley Dean Witter Charter Millburn L.P.  Morgan Stanley Dean Witter Charter Welton L.P.
                           ------------------------------------------------  ----------------------------------------------
                                                          Percentage of                Percentage of                       
                                                          August 1, 2001               August 1, 2001                      
                                                          Beginning                    Beginning                           
                                               Amount     Net Asset Value           Amount    Net Asset Value              
                                               ------     ---------------           ------    ---------------              
                                                  $             %                     $             %                      
REVENUES                                                                                                                   

Trading profit (loss):                                                                                                     
                                                                                                                           
  Realized                                     (882,758)      (2.95)                      304,531           1.71           
  Net change in unrealized                    1,814,585        6.06                       469,644           2.62           
                                             ----------     -------                    ----------        -------           

  Total Trading Results                         931,827        3.11                       774,175           4.33           
Interest Income (Note 2)                         90,438        0.30                        56,221           0.31           
                                            -----------     --------                   ----------        -------           

  Total Revenues                              1,022,265        3.41                       830,396           4.64           
                                            -----------     -------                   -----------        -------           

EXPENSES                                                                                                                   
Brokerage fees (Note 2)                         174,790        0.58                       104,385           0.58           
Management fees (Notes 2 & 3)                    49,940        0.17                        29,825           0.17           
                                            -----------      ------                    ----------         ------           

  Total Expenses                                224,730        0.75                       134,210           0.75           
                                            -----------    --------                    ----------        -------           

NET INCOME                                      797,535        2.66                       696,186           3.89           
                                            ===========    ========                   ===========        ========          

                                                        [Enlarge/Download Table]


Morgan Stanley Dean Witter Charter Series                                                                               
Statements of Changes in Net Asset Value                                                                                
For the Month Ended August 31, 2001                                                                                     
(Unaudited)                                                                                                             
                    Morgan Stanley Dean Witter Charter Millburn L.P.  Morgan Stanley Dean Witter Charter Welton L.P.    
                    ------------------------------------------------  ------------------------------------------------  
                          Units          Amount    Per Unit                           Units        Amount      Per Unit 
                         ------        --------  ----------                           -----       --------    ----------
                                              $          $                                            $            $    
Net Asset Value,                                                                                                        
                                                                                                                        
  August 1, 2001       3,097,119.106  29,964,080     9.67                       2,670,704.581     17,894,626    6.70    
Net Income                      -        797,535     0.26                                 -          696,186    0.26    
Redemptions              (30,682.312)   (304,675)    9.93                         (66,970.501)      (466,115)   6.96    
Subscriptions             60,099.668     596,790     9.93                          24,098.422        167,725    6.96    
                       -------------  ----------                                 ------------     ----------            

Net Asset Value,                                                                                                        
  August 31, 2001      3,126,536.462  31,053,730     9.93                        2,627,832.502     18,292,422   6.96    
                       =============  ==========                                 =============     ==========           


The accompanying notes are an integral part of these financial statements.      

MORGAN STANLEY DEAN WITTER CHARTER SERIES                                       
NOTES TO FINANCIAL STATEMENTS                                                   
(UNAUDITED)                                                                     

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

ORGANIZATION - Morgan Stanley Dean Witter Charter DWFCM L.P. ("Charter DWFCM"), 
Morgan Stanley Dean Witter Charter Graham L.P. ("Charter Graham"), Morgan       
Stanley Dean Witter Charter Millburn L.P. ("Charter Millburn"), and Morgan      
Stanley Dean Witter Charter Welton L.P. ("Charter Welton"), (individually, a    
"Partnership", or collectively, the "Partnerships") are limited partnerships    
organized to engage primarily in the speculative trading of futures, forward,   
and options contracts on physical commodities and other commodity interests,    
including foreign currencies, financial instruments, metals, energy and         
agricultural products (collectively, "futures interests").                      

The general partner of each Partnership is Demeter Management Corporation       
("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc.        
("Morgan Stanley DW"). The clearing commodity brokers for the Partnerships are  
Morgan Stanley & Co. Inc. ("MS & Co.") and Morgan Stanley & Co. International   
Limited ("MSIL"). The trading advisor for Charter DWFCM is Dean Witter Futures &
Currency Management Inc. ("DWFCM"). Demeter, Morgan Stanley DW, DWFCM, MS & Co. 
and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co..     

Demeter is required to maintain a 1% minimum interest in the equity of each     
Partnership and income (losses) are shared by Demeter and Limited Partners based
on their proportional ownership interests.                                      

USE OF ESTIMATES - The financial statements are prepared in accordance with     
accounting principles generally accepted in the United States of America, which 
require management to make estimates and assumptions that affect the reported   
amounts in the financial statements and related disclosures. Management believes
that the estimates utilized in the preparation of the financial statements are  
prudent and reasonable. Actual results could differ from those estimates.       

REVENUE RECOGNITION - Futures interests are open commitments until settlement   
date. They are valued at market on a daily basis and the resulting net change in
unrealized gains and losses is reflected in the change in unrealized profit     
(loss) on open contracts from one period to the next in the statements of       
operations. Monthly, Morgan Stanley DW credits each Partnership with interest   
income on 100% of its average daily funds held at Morgan Stanley DW. In         
addition, Morgan Stanley DW credits each Partnership with 100% of the interest  
income Morgan Stanley DW receives from MS & Co. and MSIL with respect to such   
Partnership's assets deposited as margin. The interest rates used are equal to  
that earned by Morgan Stanley DW on its U.S. Treasury bill investments. For     
purposes of such interest payments Net Assets do not include monies due the     
Partnerships on forward contracts and other futures interests, but not actually 
received.                                                                       

NET INCOME (LOSS) PER UNIT - Net income (loss) per unit of limited partnership  
interest ("Unit(s)") is computed using the weighted average number of Units     
outstanding during the period.                                                  

BROKERAGE AND RELATED TRANSACTION FEES AND COSTS - Each Partnership pays a      
flat-rate monthly brokerage fee of 1/12 of 7% of the Partnership's Net Assets as
of the first day of each month (a 7% annual rate). Such fees currently cover all
brokerage commissions, transaction fees and costs and ordinary administrative   
and offering expenses.                                                          

OPERATING EXPENSES - Each Partnership incurs monthly management fees and may    
incur incentive fees. Demeter bears all other operating expenses.               

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.                                           

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.                                                                   

CONTINUING OFFERING - Units of each Partnership are offered at a price equal to 
100% of the Net Asset Value per Unit at monthly closings held as of the last day
of each month.                                                                  

REDEMPTIONS - Limited Partners may redeem some or all of their Units as of the  
last day of the sixth month following the closing at which each first becomes a 
Limited Partner. Redemptions may only 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 the 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.                                                            

EXCHANGES - On the last day of the first month which occurs more than 180 days  
after a person first becomes a Limited Partner in any of the Partnerships, and  
at the end of each month thereafter, Limited Partners may transfer their        
investment among the Partnerships (subject to certain restrictions outlined in  
the Limited Partnership Agreements) without paying additional charges.          

DISSOLUTION OF THE PARTNERSHIP - Charter DWFCM will terminate on December 31,   
2025 and Charter Graham, Charter Millburn and Charter Welton will terminate on  
December 31, 2035 or at an earlier date if certain conditions occur as defined  
in each Partnership's Limited Partnership Agreement.                            

2. RELATED PARTY TRANSACTIONS                                                   

Each Partnership pays brokerage fees to Morgan Stanley DW as described in Note  
1. Each Partnership's cash is on deposit with Morgan Stanley DW, MS & Co., and  
MSIL in futures interests trading accounts to meet margin requirements as       
needed. Morgan Stanley DW pays interest on these funds as described in Note 1.  

Charter DWFCM pays management and incentive fees (if any) to DWFCM.             

3. TRADING ADVISORS                                                             

Demeter, on behalf of Charter DWFCM, Charter Graham, Charter Millburn and       
Charter Welton retains certain commodity trading advisors to make all trading   
decisions for the Partnerships. The trading advisors are as follows:            

Morgan Stanley Dean Witter Charter DWFCM L.P.                                   
Dean Witter Futures & Currency Management Inc.                              

Morgan Stanley Dean Witter Charter Graham L.P.                                  
Graham Capital Management L.P.                                              

Morgan Stanley Dean Witter Charter Millburn L.P.                                
Millburn Ridgefield Corporation                                             

Morgan Stanley Dean Witter Charter Welton L.P.                                  
Welton Investment Corporation                                               

Compensation to the trading advisors by the Partnerships consists of a          
management fee and an incentive fee as follows:                                 

MANAGEMENT FEE - Each Partnership pays a flat-rate monthly fee of 1/12 of 2% of 
the Net Assets under management by each trading advisor as of the first day of  
each month (a 2% annual rate).                                                  

INCENTIVE FEE - Each Partnership's incentive fee is equal to 20% of trading     
profits paid on a quarterly basis for Charter DWFCM, and paid on a monthly basis
for Charter Graham, Charter Millburn and Charter Welton.                        

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, or calendar quarter with respect to Charter DWFCM, the 
trading advisor must earn back such losses before that trading advisor is       
eligible for an incentive fee in the future.                                    

Dates Referenced Herein

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