SEC Info - Morgan Stanley Charter Welton LP - IPO: ‘424B3’ on 5/27/03

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Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 5/27/03

On: Tuesday, 5/27/03, at 10:40am ET · Accession #: 1044646-3-28 · File #: 333-60097

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/27/03  Morgan Stanley Charter Welton LP  424B3                  1:29K                                    Morgan Stanley Spect… LP

Initial Public Offering (IPO): Prospectus — Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Charter Welton                                        20     54K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Charter Campbell Charter Graham Charter Millburn Charter MSFCM Factors Influencing Monthly Trading Gains: Factors Influencing Monthly Trading Losses:
1	1st Page - Filing Submission
5	Charter Campbell
"	Factors Influencing Monthly Trading Gains:
"	Factors Influencing Monthly Trading Losses:
6	Charter MSFCM
7	Charter Graham
8	Charter Millburn

424B3 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                Morgan Stanley
                                                                Charter Series

April 2003                                                      
Monthly Report                                                    

This Monthly Report supplements the Charter Funds' Prospectus dated February    
26, 2003.                                                                       

                                                          Issued: May 30, 2003

[LOGO] Morgan Stanley                                                           

424B3 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
MORGAN STANLEY CHARTER SERIES                                                   

HISTORICAL FUND PERFORMANCE                                                     

Presented below is the percentage change in Net Asset Value per Unit from the   
start of every calendar year each Fund has traded. Also provided is the         
inception-to-date return and the annualized return since inception for each     
Fund. Past performance is not necessarily indicative of future results.         

                                                        [Enlarge/Download Table]

                                                                                        INCEPTION-           
                                                                                         TO-DATE   ANNUALIZED
                   1994    1995 1996 1997 1998   1999    2000   2001    2002     2003     RETURN     RETURN  
FUND                %       %    %    %    %      %       %      %       %        %         %          %     
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Charter Campbell    --      --  --    --  --      --      --     --    (4.2)     11.7      7.0        --     
                                                                      (3 mos.) (4 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter MSFCM...   (7.3)   21.9 4.0  26.2 5.1    (9.2)   23.8  (3.3)    29.1     17.0     155.5      10.8    
                 (10 mos.)                                                     (4 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Graham..    --      --  --    --  --      2.9    22.0   9.7     36.8     6.9      101.4      18.3    
                                               (10 mos.)                       (4 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Millburn    --      --  --    --  --     (7.2)   12.1  (11.3)   21.1    (0.5)      11.3       2.6    
                                               (10 mos.)                       (4 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Welton..    --      --  --    --  --    (10.7)   (8.2) (13.0)   5.5      0.4      (24.5)     (6.5)   
                                               (10 mos.)                       (4 mos.)                      
-------------------------------------------------------------------------------------------------------------

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DEMETER MANAGEMENT CORPORATION                                                  

825 Third Avenue, 9th Floor                                                     
New York, NY 10022                                                              
Telephone (212) 310-6444                                                        

Morgan Stanley Charter Series                                                   
Monthly Report                                                                  
April 2003                                                                      

Dear Limited Partner:                                                           

The Net Asset Value per Unit for each of the five Morgan Stanley Charter    
Series Funds as of April 30, 2003 was as follows:                               

                                                                [Download Table]

                                                               % CHANGE FOR
FUND                                                    N.A.V.    MONTH    
---------------------------------------------------------------------------
                                                                           
Charter Campbell                                        $10.70    3.00%    
---------------------------------------------------------------------------
Charter MSFCM                                           $25.55    2.99%    
---------------------------------------------------------------------------
Charter Graham                                          $20.14     .52%    
---------------------------------------------------------------------------
Charter Millburn                                        $11.13     .17%    
---------------------------------------------------------------------------
Charter Welton                                           $7.55     .11%    
---------------------------------------------------------------------------

Detailed performance information for each Fund is located in the body of the
financial report. For each Fund, we provide a trading results by sector chart   
that portrays trading gains and trading losses for the previous month and       
year-to-date in each sector in which the Fund participates.                     

The trading results by sector charts indicate the monthly and year-to-date  
composite percentage returns generated by the specific assets dedicated to      
trading within each market sector in which each Fund participates. Please note  
that there is not an equal amount of assets in each market sector, and the      
specific allocations of assets by a Fund to each sector will vary over time     
within a predetermined range. Below each chart is a description of the factors  
that influenced trading gains and trading losses within each Fund during the    
previous month.                                                                 

Limited Partners of Charter Welton are reminded that effective December 31, 
2002, trading within the Fund terminated. Demeter Management Corporation, the   
general partner of Charter Welton, dissolved the Fund effective April 30, 2003. 

Limited Partners are advised of the following changes to the Board of       
Directors of Demeter Management Corporation (the "General Partner"), effective  
March 31, 2003:                                                                 

Mr. Anthony J. DeLuca resigned the position of Director of the General      
Partner.                                                                        

Mr. Edward C. Oelsner resigned the position of Director of the General      
Partner.                                                                        

Mr. Joseph G. Siniscalchi resigned the position of Director of the General  
Partner.                                                                        

 Mr. Douglas J. Ketterer, age 37, was named a Director of the General Partner,
pending his registration with the National Futures Association as a principal   
of the General Partner. Mr. Ketterer is a Managing Director and head of the     
Strategic                                                                       

424B3 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
Solutions Group, which is comprised of the Global Product Development Group,    
Financial Planning, Mutual Fund Advisory Group, Retirement Strategies,          
Education Strategies, Gifting Strategies, External Mutual Funds and the Global  
Portfolio Analysis and Research Departments. Mr. Ketterer joined the firm in    
1990 in the Corporate Finance Division as a part of the Retail Products Group.  
He later moved to the origination side of Investment Banking, and then, after   
the merger between Morgan Stanley and Dean Witter, served in the Product        
Development Group at Morgan Stanley Dean Witter Advisors (now known as Morgan   
Stanley Funds). From the summer of 2000 to the summer of 2002, Mr. Ketterer     
served as the Chief Administrative Officer for Morgan Stanley Investment        
Management, where he headed the Strategic Planning & Administrative Group. Mr.  
Ketterer received his M.B.A. from New York University's Leonard N. Stern School 
of Business and his B.S. in Finance from the University at Albany's School of   
Business.                                                                       

Mr. Jeffrey S. Swartz, age 36, was named a Director of the General Partner, 
pending his registration with the National Futures Association as a principal   
of the General Partner. Mr. Swartz is a Managing Director and Chief Operating   
Officer of Investor Advisory Services ("IAS"). Mr. Swartz began his career with 
Morgan Stanley in 1990, working as a Financial Advisor in Boston. He was        
appointed Sales Manager of the Boston office in 1994, and served in that role   
for two years. In 1996, he was named Branch Manager of the Cincinnati office.   
In 1999, Mr. Swartz was named Associate Director of the Midwest Region, which   
consisted of 10 states and approximately 90 offices. Mr. Swartz served in this  
capacity until October of 2001, when he was named Director of IAS Strategy and  
relocated to IAS headquarters in New York. In December of 2002, Mr. Swartz was  
promoted to Managing Director and Chief Operating Officer of IAS. Mr. Swartz    
received his degree in Business Administration from the University of New       
Hampshire.                                                                      

Mr. Jeffrey D. Hahn, Chief Financial Officer of the General Partner, was    
named a Director of the General Partner.                                        

Should you have any questions concerning this report, please feel free to   
contact Demeter Management Corporation, 825 Third Avenue, 9th Floor, New York,  
NY 10022, 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,                                                                      

/s/ Jeffrey A. Rothman                                                          

Jeffrey A. Rothman                                                              
President                                                                       
Demeter Management Corporation                                                  
General Partner                                                                 

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CHARTER CAMPBELL                                                                

[CHART] 

 Month ended             YTD ended
   April 30, 2003         April 30, 2003
    -----------------      -----------------
Currencies                  3.84%                 10.91%                        
Interest Rates              0.49%                  2.22%                        
Stock Indices              -0.69%                 -0.50%                        
Energies                    0.17%                  5.01%                        
Metals                     -0.10%                 -0.15%                        

Note: Reflects trading results only and does not include fees or interest       
income.                                                             

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the currency markets, gains were recorded from long positions in the euro
versus the U.S. dollar as concerns regarding the U.S. economic recovery   
 resurfaced and resulted in the value of the dollar declining to a four-year
low versus the euro. Additional gains resulted from long positions in the 
Canadian dollar and the Australian dollar versus the U.S. dollar as the   
value of these currencies strengthened amid significant interest rate     
differentials.                                                            

..  In the global interest rate markets, profits were recorded from long        
positions in U.S. interest rate futures as prices rallied after news of   
weaker-than-expected GDP fueled concerns regarding the U.S. economy.      

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the global stock index markets, short positions in European stock index  
futures resulted in losses as global equity prices rallied in response to 
positive earnings announcements and the conclusion of the war in Iraq.    

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CHARTER MSFCM                                                                   

[CHART] 

Month ended           YTD ended         
April 30, 2003       April 30, 2003         
-----------------    -----------------        
Currencies             2.95%                7.75%                               
Interest Rates         0.44%                3.55%                               
Stock Indices          0.12%                0.23%                               
Energies               1.95%               12.56%                               
Metals                -1.12%               -0.46%                               

Note: Reflects trading results only and does not include fees or interest       
income.                                                             

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the currency markets, gains were recorded from long positions in the euro
versus the British pound as the value of the pound declined to a four-year
low versus the euro amid concerns for continued weakness in the British   
 economy. Additional gains resulted from long positions in the South African
 rand and the Australian dollar versus the U.S. dollar as the value of these
currencies strengthened amid significant interest rate differentials.     
..  In the energy markets, gains resulted from short positions in crude oil     
futures as prices declined following the Coalition victory over Iraq and  
OPEC's announcement of a proposed increase in output.                     
..  In the global interest rate markets, long positions in Japanese interest    
rate futures supplied gains as expectations for falling bond yields fueled
strong investor demand.                                                   
..  In the global stock index markets, long positions in U.S. stock index       
  futures contributed gains as prices rallied in response to positive earnings
announcements and the conclusion of the war in Iraq.                      

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the metals markets, losses resulted from short positions in aluminum,    
nickel, and copper futures as prices reversed higher amid renewed optimism
concerning future growth in industrial demand.                            

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CHARTER GRAHAM                                                                  

[CHART] 

Month ended          YTD ended                
April 30, 2003      April 30, 2003                
-----------------   -----------------               
Currencies          2.91%                7.72%                                  
Interest Rates      0.46%                2.43%                                  
Stock Indices      -2.09%               -1.72%                                  
Energies           -0.08%                6.14%                                  
Metals             -0.09%               -1.24%                                  
Agriculturals       0.08%                0.78%                                  

Note: Reflects trading results only and does not include fees or interest       
income.                                                             

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the currency markets, gains resulted from long positions in the South    
  African rand, the Australian dollar, and the Canadian dollar versus the U.S.
dollar as the value of these currencies strengthened amid significant     
interest rate differentials. Additional gains were recorded from long     
positions in the euro versus the Japanese yen.                            
..  In the global interest rate markets, gains were recorded from long positions
in U.S. interest rate futures as prices rallied during the latter half of 
the month after news of weaker-than-expected GDP fueled concerns regarding
the U.S. economy.                                                         

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the global stock index markets, short positions in European stock index  
futures resulted in losses as global equity prices rallied in response to 
positive earnings announcements and the conclusion of the war in Iraq.    

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CHARTER MILLBURN                                                                

[CHART] 

   Month ended           YTD ended
     April 30, 2003       April 30, 2003
      -----------------    -----------------
Currencies                     1.00%              -2.85%                        
Interest Rates                -0.24%               2.17%                        
Stock Indices                 -0.34%              -0.85%                        
Energies                       0.41%               4.94%                        
Metals                         0.00%              -0.15%                        
Agriculturals                 -0.36%              -0.45%                        

Note: Reflects trading results only and does not include fees or interest       
income.                                                             

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the currency markets, gains were recorded from long positions in the euro
versus the U.S. dollar as concerns regarding the U.S. economic recovery   
 resurfaced and resulted in the value of the dollar declining to a four-year
low versus the euro. Additional gains resulted from long positions in the 
South African rand and the Australian dollar versus the U.S. dollar as the
value of these currencies strengthened amid significant interest rate     
differentials.                                                            
..  In the energy markets, short positions in crude oil futures resulted in     
gains as prices declined following the Coalition victory over Iraq and    
OPEC's announcement of a proposed increase in output.                     

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the agricultural markets, losses were experienced from positions in corn 
futures as prices moved without consistent direction amid weather-related 
concerns throughout the U.S. midwest.                                     
..  In the global stock index markets, short positions in S&P 500 index futures 
resulted in losses as prices rallied in response to positive earnings     
announcements and the conclusion of the war in Iraq.                      

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MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF OPERATIONS                                                        
FOR THE MONTH ENDED APRIL 30, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                   MORGAN STANLEY      
                               CHARTER CAMPBELL L.P.   
                             ------------------------- 
                                         PERCENTAGE OF 
                                         APRIL 1, 2003 
                                           BEGINNING   
                               AMOUNT   NET ASSET VALUE
                             ---------  ---------------
                                 $             %       
                                                       
REVENUES                                               
Trading profit (loss):                                 
  Realized                    (175,351)      (.41)     
  Net change in unrealized   1,767,416       4.12      
                             ---------       ----      
   Total Trading Results     1,592,065       3.71      
Interest income (Note 2)        35,098        .08      
                             ---------       ----      
   Total Revenues            1,627,163       3.79      
                             ---------       ----      
EXPENSES                                               
Brokerage fees (Note 2)        241,204        .56      
Management fees (Note 2 & 3)    98,268        .23      
Incentive fees (Note 2 & 3)      --           --       
                             ---------       ----      
   Total Expenses              339,472        .79      
                             ---------       ----      
NET INCOME                   1,287,691       3.00      
                             =========       ====      

MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF CHANGES IN NET ASSET VALUE                                        
FOR THE MONTH ENDED APRIL 30, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                           MORGAN STANLEY           
                                        CHARTER CAMPBELL L.P.       
                                 -----------------------------------
                                     UNITS        AMOUNT    PER UNIT
                                 -------------  ----------  --------
                                                    $          $    
                                                                    
Net Asset Value, April 1, 2003   4,126,703.120  42,880,636   10.39  
Net Income                             --        1,287,691     .31  
Redemptions                         (5,286.833)    (56,569)  10.70  
Subscriptions                      425,274.255   4,550,434   10.70  
                                 -------------  ----------          
Net Asset Value, April 30, 2003  4,546,690.542  48,662,192   10.70  
                                 =============  ==========          

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                                                                [Download Table]

     MORGAN STANLEY      
   CHARTER MSFCM L.P.    
-------------------------
           PERCENTAGE OF 
           APRIL 1, 2003 
             BEGINNING   
 AMOUNT   NET ASSET VALUE
--------- ---------------
   $             %       
                         
1,516,822      1.23      
3,825,169      3.11      
---------      ----      
5,341,991      4.34      
  116,788       .10      
---------      ----      
5,458,779      4.44      
---------      ----      

  691,272       .56      
  204,821       .17      
  889,180       .72      
---------      ----      
1,785,273      1.45      
---------      ----      
3,673,506      2.99      
=========      ====      

                                                                [Download Table]

           MORGAN STANLEY           
         CHARTER MSFCM L.P.         
------------------------------------
    UNITS         AMOUNT    PER UNIT
-------------  -----------  --------
                    $          $    
                                    

4,954,148.499  122,892,740   24.81  
      --         3,673,506     .74  
  (28,731.872)    (734,099)  25.55  
  323,842.760    8,274,182   25.55  
-------------  -----------          

5,249,259.387  134,106,329   25.55  
=============  ===========          

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

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MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF OPERATIONS                                                        
FOR THE MONTH ENDED APRIL 30, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                   MORGAN STANLEY       
                                 CHARTER GRAHAM L.P.    
                             -------------------------- 
                                          PERCENTAGE OF 
                                          APRIL 1, 2003 
                                            BEGINNING   
                               AMOUNT    NET ASSET VALUE
                             ----------  ---------------
                                 $              %       
                                                        
REVENUES                                                
Trading profit (loss):                                  
  Realized                   (2,270,318)      (1.45)    
  Net change in unrealized    4,075,830        2.61     
                             ----------       -----     
   Total Trading Results      1,805,512        1.16     
Interest income (Note 2)        140,109         .09     
                             ----------       -----     
   Total Revenues             1,945,621        1.25     
                             ----------       -----     

EXPENSES                                                
Brokerage fees (Note 2)         879,173         .56     
Management fees (Note 2 & 3)    260,494         .17     
                             ----------       -----     
   Total Expenses             1,139,667         .73     
                             ----------       -----     
NET INCOME                      805,954         .52     
                             ==========       =====     

MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF CHANGES IN NET ASSET VALUE                                        
FOR THE MONTH ENDED APRIL 30, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                            MORGAN STANLEY           
                         CHARTER GRAHAM L.P.         
                 ------------------------------------
                     UNITS         AMOUNT    PER UNIT
                 -------------  -----------  --------
                                     $          $    
                                                     
Net Asset Value,                                     
 April 1, 2003   7,798,846.415  156,297,335   20.04  
Net Income             --           805,954     .10  
Redemptions        (42,950.334)    (865,020)  20.14  
Subscriptions      389,642.493    7,847,400   20.14  
                 -------------  -----------          
Net Asset Value,                                     
 April 30, 2003  8,145,538.574  164,085,669   20.14  
                 =============  ===========          

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                                                                [Download Table]

     MORGAN STANLEY            MORGAN STANLEY     
  CHARTER MILLBURN L.P.     CHARTER WELTON L.P.   
------------------------  ----------------------- 
           PERCENTAGE OF            PERCENTAGE OF 
           APRIL 1, 2003            APRIL 1, 2003 
             BEGINNING                BEGINNING   
 AMOUNT   NET ASSET VALUE  AMOUNT  NET ASSET VALUE
--------  --------------- -------  ---------------
   $             %           $            %       
                                                  
(401,103)      (.82)      (42,663)      (.88)     
 796,091       1.62        42,663        .88      
--------       ----       -------       ----      
 394,988        .80            --         --      
  46,219        .09         5,187        .11      
--------       ----       -------       ----      
 441,207        .89         5,187        .11      
--------       ----       -------       ----      

 276,408        .56            --         --      
  81,898        .16            --         --      
--------       ----       -------       ----      
 358,306        .72            --         --      
--------       ----       -------       ----      
  82,901        .17         5,187        .11      
========       ====       =======       ====      

                                                                [Download Table]

          MORGAN STANLEY                      MORGAN STANLEY          
       CHARTER MILLBURN L.P.               CHARTER WELTON L.P.        
----------------------------------- ----------------------------------
    UNITS        AMOUNT    PER UNIT     UNITS       AMOUNT    PER UNIT
-------------  ----------  -------- ------------  ----------  --------
                   $          $                       $          $    
                                                                      

4,421,981.934  49,139,257   11.11    644,592.024   4,862,940    7.54  
      --           82,901     .02        --            5,187     .01  
  (70,589.033)   (785,656)  11.13   (644,592.024) (4,868,127)   7.55  
  144,421.208   1,607,408   11.13        --           --         --   
-------------  ----------           ------------  ----------          

4,495,814.109  50,043,910   11.13        --           --         --   
=============  ==========           ============  ==========          

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

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(unaudited)                                                                     

--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

ORGANIZATION.  Morgan Stanley Charter Campbell L.P. ("Charter Campbell"),       
Morgan Stanley Charter MSFCM L.P. ("Charter MSFCM"), Morgan Stanley Charter     
Graham L.P. ("Charter Graham"), Morgan Stanley Charter Millburn L.P. ("Charter  
Millburn"), and Morgan Stanley 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 contracts, options on futures contracts, and forward contracts on    
physical commodities and other commodity interests, including foreign           
currencies, financial instruments, metals, energy and agricultural products     
(collectively, "futures interests").                                            

The general partner for each Partnership 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"). The trading advisor for Charter MSFCM is Morgan Stanley Futures &     
Currency Management Inc. ("MSFCM"). Demeter, Morgan Stanley DW, MS & Co., MSIL  
and MSFCM are wholly-owned subsidiaries of Morgan Stanley.                      

Effective December 31, 2002, Charter Welton ceased trading and dissolved as 
of April 30, 2003 pursuant to its Limited Partnership Agreement.                

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

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(continued)                                                                     

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 owed to    
the Partnerships on forward contracts and other futures interests.              

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, except     
Charter Welton which pays no fee, pays a flat-rate monthly brokerage fee of     
1/12 of 6.75% of the Partnership's Net Assets as of the first day of each month 
(a                                                                              

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(continued)                                                                     

6.75% 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. All common administrative and continuing offering         
expenses including legal, auditing, accounting, filing fees and other related   
expenses are borne by Morgan Stanley DW through the brokerage fees paid by      
the Partnerships.                                                               

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. No selling commissions or charges related to the continuing  
offering of Units are paid by the Limited Partners or the Partnerships. Morgan  
Stanley DW pays all such costs.                                                 

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 a                    
person 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 a particular Partnership.   

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(continued)                                                                     

 Units redeemed on or prior to the last day of the twelfth month from the date
of purchase will be subject to a redemption charge equal to 2% of the Net Asset 
Value of a Unit on the Redemption Date. Units redeemed after the last day of    
the twelfth month and on or prior to the last day of the twenty-fourth month    
from the date of purchase will be subject to a redemption charge equal to 1% of 
the Net Asset Value of a Unit on the Redemption Date. Units redeemed after the  
last day of the twenty-fourth month from the date of purchase will not be       
subject to a redemption charge. The foregoing redemption charges are paid to    
Morgan Stanley DW.                                                              

EXCHANGES.  On the last day of the first month which occurs more than six       
months 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 PARTNERSHIPS.  Charter Welton terminated trading on December 
31, 2002 and dissolved in accordance with its Limited Partnership Agreement as  
of April 30, 2003. Charter MSFCM will terminate on December 31, 2025 and        
Charter Campbell, Charter Graham and Charter Millburn will terminate on         
December 31, 2035 or at an earlier date if certain conditions occur as defined  
in each Partnership's Limited Partnership Agreement.                            

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(continued)                                                                     

--------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS                                                   
Each Partnership, except Charter Welton, 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 MSFCM pays management and incentive fees (if any) to MSFCM.         

--------------------------------------------------------------------------------
3. TRADING ADVISORS                                                             
Demeter, on behalf of Charter Campbell, Charter MSFCM, Charter Graham and       
Charter Millburn, retains certain commodity trading advisors to make all        
trading decisions for the Partnerships. The trading advisors are as follows:    

Morgan Stanley Charter Campbell L.P.                                            
Campbell & Company, Inc.                                                    

Morgan Stanley Charter MSFCM L.P.                                               
Morgan Stanley Futures & Currency Management Inc.                           

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

Morgan Stanley Charter Millburn L.P.                                            
Millburn Ridgefield Corporation                                             

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

MANAGEMENT FEE.  Each Partnership, except Charter Welton which pays no fee,     
pays its trading advisor a flat-rate monthly fee equal to  1/12 of 2% (a 2%     
annual rate) or, in the case of Charter Campbell, a monthly fee equal to  1/12  
of 2.75% (a 2.75% annual rate), of the Partnership's Net                        

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MORGAN STANLEY CHARTER SERIES                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
(concluded)                                                                     

Assets under management by each trading advisor as of the first day of each     
month.                                                                          

INCENTIVE FEE.  Each Partnership's, except Charter Welton which pays no fee,    
incentive fee is equal to 20% of trading profits, paid on a quarterly basis for 
Charter MSFCM, and paid on a monthly basis for Charter Campbell, Charter Graham 
and Charter Millburn.                                                           

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  
MSFCM, the trading advisor must recover such losses before that trading advisor 
is eligible for an incentive fee in the future.                                 

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                                                           PRESORTED
                                                          FIRST CLASS MAIL
                                                          U.S. POSTAGE
                                                          PAID
                                                           PERMIT #374
                                                           LANCASTER, PA

Demeter Management Corporation          
825 Third Avenue, 9th Floor             
New York, NY 10022                      

[LOGO] Morgan Stanley                                                           

ADDRESS SERVICE REQUESTED                                                       

[LOGO] printed on recycled paper

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B3’ Filing	Date	First	Last	Other Filings

	12/31/35	17
	12/31/25	17
	5/30/03	1
Filed on:	5/27/03
	4/30/03	3	17
	4/1/03	10	13
	3/31/03	3		10-Q
	2/26/03	1
	12/31/02	3	17	10-K
				List all Filings

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Filing Submission 0001044646-03-000028 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 5/27/03

On: Tuesday, 5/27/03, at 10:40am ET · Accession #: 1044646-3-28 · File #: 333-60097

Previous ‘424B3’: ‘424B3’ on 4/28/03 · Next & Latest: ‘424B3’ on 6/26/03

Initial Public Offering (IPO): Prospectus — Rule 424(b)(3)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Prospectus — Rule 424(b)(3)
Filing Table of Contents