SEC Info - Morgan Stanley Charter Welton LP - IPO: ‘424B3’ on 4/28/03

SEC Info℠

Home

Help

Please Sign In

Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 4/28/03

On: Monday, 4/28/03, at 3:05pm ET · Accession #: 914747-3-11 · File #: 333-60097

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

 4/28/03  Morgan Stanley Charter Welton LP  424B3                  1:30K                                    Morgan Stanley Smith… LP

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Charter Welton                                        20     55K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Charter Campbell Charter Graham Charter Millburn Charter MSFCM
1	1st Page - Filing Submission
5	Charter Campbell
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

March 2003                                                      
Monthly Report                                                    

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

                                                        Issued: April 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)     8.5       3.9        --     
                                                                      (3 mos.) (3 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter MSFCM...   (7.3)   21.9 4.0  26.2 5.1    (9.2)   23.8  (3.3)    29.1     13.6     148.1      10.5    
                 (10 mos.)                                                     (3 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Graham..    --      --  --    --  --      2.9    22.0   9.7     36.8     6.4      100.4      18.6    
                                               (10 mos.)                       (3 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Millburn    --      --  --    --  --     (7.2)   12.1  (11.3)   21.1    (0.6)      11.1       2.6    
                                               (10 mos.)                       (3 mos.)                      
-------------------------------------------------------------------------------------------------------------
Charter Welton..    --      --  --    --  --    (10.7)   (8.2) (13.0)   5.5      0.3      (24.6)     (6.7)   
                                               (10 mos.)                       (3 mos.)                      
-------------------------------------------------------------------------------------------------------------

424B3 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
DEMETER MANAGEMENT CORPORATION                                                  

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

Morgan Stanley Charter Series                                                   
Monthly Report                                                                  
March 2003                                                                      

Dear Limited Partner:                                                           

The Net Asset Value per Unit for each of the five Morgan Stanley Charter    
Series Funds as of March 31, 2003 was as follows:                               

                                                                [Download Table]

                                                               % CHANGE FOR
FUND                                                    N.A.V.    MONTH    
---------------------------------------------------------------------------
                                                                           
Charter Campbell                                        $10.39    -6.05%   
---------------------------------------------------------------------------
Charter MSFCM                                           $24.81    -9.81%   
---------------------------------------------------------------------------
Charter Graham                                          $20.04    -9.64%   
---------------------------------------------------------------------------
Charter Millburn                                        $11.11   -11.01%   
---------------------------------------------------------------------------
Charter Welton                                           $7.54      .13%   
---------------------------------------------------------------------------

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, intends to dissolve 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 Planning, Education  
Strategies, Gifting Strategies, External Mutual Funds and the Global Portfolio  
Analysis and Research Department. 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                                                                 

424B3 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
CHARTER CAMPBELL                                                                

[CHART] 

 Month ended             YTD ended
   March 31, 2003         March 31, 2003
    -----------------      -----------------
Currencies                -0.58%                  6.82%                         
Interest Rates            -1.15%                  1.72%                         
Stock Indices              0.08%                  0.19%                         
Energies                  -3.42%                  4.83%                         
Metals                    -0.22%                 -0.06%                         

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

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the energy markets, losses were recorded from long positions in natural  
gas futures as prices retreated from previous highs amid forecasts for    
milder weather throughout the northeastern U.S. Losses were also recorded 
 from long futures positions in crude oil and its related products as energy
  prices reversed sharply lower in anticipation of a swift military victory by
Coalition forces against Iraq.                                            
..  In the global interest rate markets, long positions in European and U.S.    
interest rate futures experienced losses as prices reversed sharply lower 
amid reports of advancing Coalition forces in the Persian Gulf region.    
..  In the currency markets, losses were recorded from long positions in the    
 Australian dollar, the Japanese yen, and the euro versus the U.S. dollar as
the value of these currencies reversed lower in response to the initial   
 perception that the conflict in Iraq would be of relatively short duration.
..  In the metals markets, losses were experienced from long positions in gold  
futures as prices declined amid renewed strength in the value of the U.S. 
dollar and a moderate rebound in global equity prices.                    

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the global stock indices, gains resulted from short positions in Asian   
stock index futures as prices were pressured lower amid war-time jitters. 

424B3 6th Page of 20 TOC 1st Previous Next ↓Bottom Just 6th
CHARTER MSFCM                                                                   

[CHART] 

Month ended           YTD ended         
March 31, 2003       March 31, 2003         
-----------------    -----------------        
Currencies            -4.55%                4.66%                               
Interest Rates        -3.10%                3.09%                               
Stock Indices         -0.12%                0.12%                               
Energies              -4.11%               10.41%                               
Metals                 0.19%                0.66%                               

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

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the currency markets, losses were incurred from long positions in the    
Japanese yen, Swiss franc, and Swedish krona versus the U.S. dollar as the
value of the dollar strengthened amid reports of early Coalition victories
in Iraq.                                                                  
..  In the energy markets, losses were recorded from long positions in natural  
gas futures as prices retreated from previous highs amid forecasts for    
  milder weather in the northeastern U.S. Additional losses were recorded from
long futures positions in crude oil and its related products as prices    
reversed sharply lower in anticipation of a swift military victory by     
 Coalition forces against Iraq. Losses were also recorded later in the month
from short positions in crude oil futures as prices advanced amid renewed 
fears of an extended military conflict with Iraq.                         
..  In the global interest rate markets, long positions in European, U.S., and  
Australian interest rate futures experienced losses as prices reversed    
  sharply lower amid reports of advancing Coalition forces in the Persian Gulf
region.                                                                   

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the metals markets, gains were recorded from short positions in copper   
futures as prices declined amid muted industrial demand.                  

424B3 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
CHARTER GRAHAM                                                                  

[CHART] 

Month ended          YTD ended                
March 31, 2003      March 31, 2003                
-----------------   -----------------               
Currencies         -2.30%                4.68%                                  
Interest Rates     -3.86%                1.96%                                  
Stock Indices       0.27%                0.37%                                  
Energies           -1.63%                6.23%                                  
Metals             -1.26%               -1.15%                                  
Agriculturals      -0.07%                0.70%                                  

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

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the global interest rate markets, long positions in U.S. and European    
interest rate futures experienced losses as prices reversed sharply lower 
amid reports of advancing Coalition forces in the Persian Gulf region.    
..  In the currency markets, losses were recorded from positions in the Japanese
yen and the euro versus the U.S. dollar as the value of these currencies  
initially reversed lower and then moved without consistent direction in   
response to changing perceptions regarding the progress of military action
against Iraq. Additional losses were also recorded from short positions in
the Canadian dollar versus the British pound.                             
..  In the energy markets, losses were recorded from long futures positions in  
crude oil and its related products as energy prices reversed sharply lower
in anticipation of a swift military victory by Coalition forces against   
Iraq. Losses were also recorded from long positions in natural gas futures
as prices retreated from previous highs amid forecasts for milder weather 
throughout the northeastern U.S.                                          
..  In the metals markets, losses stemmed from long positions in copper, nickel,
 and aluminum futures positions as prices fell amid muted industrial demand.

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the global stock indices, gains were recorded from short positions in    
  Asian and European stock index futures as prices declined amid renewed fears
of an extended military conflict in Iraq.                                 

424B3 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
CHARTER MILLBURN                                                                

[CHART] 

   Month ended           YTD ended
     March 31, 2003       March 31, 2003
      -----------------    -----------------
Currencies                 -4.34%                 -3.82%                        
Interest Rates             -2.19%                  2.42%                        
Stock Indices               0.09%                 -0.51%                        
Energies                   -3.82%                  4.51%                        
Metals                     -0.03%                 -0.15%                        
Agriculturals              -0.16%                 -0.09%                        

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

FACTORS INFLUENCING MONTHLY TRADING LOSSES:                                     
..  In the currency markets, losses were recorded from positions in the Japanese
yen and the euro versus the U.S. dollar as the value of these currencies  
initially reversed lower and then moved without consistent direction in   
response to changing perceptions regarding the progress of military action
against Iraq.                                                             
..  In the energy markets, losses were recorded from long positions in natural  
gas futures as prices retreated from previous highs amid forecasts for    
milder weather throughout the northeastern U.S. Losses were also recorded 
 from long futures positions in crude oil and its related products as prices
reversed sharply lower in anticipation of a swift military victory by     
Coalition forces against Iraq.                                            
..  In the global interest rate markets, long positions in European and U.S.    
interest rate futures experienced losses as prices reversed sharply lower 
amid reports of advancing Coalition forces in the Persian Gulf region.    

FACTORS INFLUENCING MONTHLY TRADING GAINS:                                      
..  In the global stock indices, gains were recorded from short positions in    
Asian stock index futures as prices declined amid renewed fears of an     
extended military conflict in Iraq.                                       

424B3 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
This page intentionally left blank. 

424B3 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF OPERATIONS                                                        
FOR THE MONTH ENDED MARCH 31, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                   MORGAN STANLEY       
                                CHARTER CAMPBELL L.P.   
                             -------------------------- 
                                          PERCENTAGE OF 
                                          MARCH 1, 2003 
                                            BEGINNING   
                               AMOUNT    NET ASSET VALUE
                             ----------  ---------------
                                 $              %       
                                                        
REVENUES                                                
Trading profit (loss):                                  
  Realized                    1,135,312        3.14     
  Net change in unrealized   (3,066,178)      (8.49)    
                             ----------       -----     
   Total Trading Results     (1,930,866)      (5.35)    
Interest income (Note 2)         30,156         .08     
                             ----------       -----     
   Total Revenues            (1,900,710)      (5.27)    
                             ----------       -----     
EXPENSES                                                
Brokerage fees (Note 2)         203,211         .56     
Management fees (Note 2 & 3)     82,791         .22     
Incentive fees (Note 2 & 3)      --             --      
                             ----------       -----     
   Total Expenses               286,002         .78     
                             ----------       -----     
NET LOSS                     (2,186,712)      (6.05)    
                             ==========       =====     

MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF CHANGES IN NET ASSET VALUE                                        
FOR THE MONTH ENDED MARCH 31, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                           MORGAN STANLEY           
                                        CHARTER CAMPBELL L.P.       
                                 ---------------------------------- 
                                     UNITS        AMOUNT    PER UNIT
                                 -------------  ----------  --------
                                                    $          $    
                                                                    
Net Asset Value, March 1, 2003   3,266,175.472  36,126,466   11.06  
Net Loss                               --       (2,186,712)   (.67) 
Redemptions                        (10,055.539)   (104,477)  10.39  
Subscriptions                      870,583.187   9,045,359   10.39  
                                 -------------  ----------          
Net Asset Value, March 31, 2003  4,126,703.120  42,880,636   10.39  
                                 =============  ==========          

424B3 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
                                                                [Download Table]

       MORGAN STANLEY       
     CHARTER MSFCM L.P.     
--------------------------- 
              PERCENTAGE OF 
              MARCH 1, 2003 
                BEGINNING   
   AMOUNT    NET ASSET VALUE
-----------  ---------------
     $              %       
                            
  5,392,321        4.34     
(19,855,013)     (15.99)    
-----------      ------     
(14,462,692)     (11.65)    
    117,369         .09     
-----------      ------     
(14,345,323)     (11.56)    
-----------      ------     

    698,593         .56     
    206,990         .16     
 (3,073,655)      (2.47)    
-----------      ------     
 (2,168,072)      (1.75)    
-----------      ------     
(12,177,251)      (9.81)    
===========      ======     

                                                                [Download Table]

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

4,515,787.375  124,194,251   27.50  
      --       (12,177,251)  (2.69) 
  (37,978.267)    (942,241)  24.81  
  476,339.391   11,817,981   24.81  
-------------  -----------          

4,954,148.499  122,892,740   24.81  
=============  ===========          

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

424B3 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF OPERATIONS                                                        
FOR THE MONTH ENDED MARCH 31, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                                    MORGAN STANLEY       
                                 CHARTER GRAHAM L.P.     
                             --------------------------- 
                                           PERCENTAGE OF 
                                           MARCH 1, 2003 
                                             BEGINNING   
                                AMOUNT    NET ASSET VALUE
                             -----------  ---------------
                                  $              %       
                                                         
REVENUES                                                 
Trading profit (loss):                                   
  Realized                       658,821         .41     
  Net change in unrealized   (14,979,724)      (9.43)    
                             -----------       -----     
   Total Trading Results     (14,320,903)      (9.02)    
Interest income (Note 2)         160,661         .10     
                             -----------       -----     
   Total Revenues            (14,160,242)      (8.92)    
                             -----------       -----     

EXPENSES                                                 
Brokerage fees (Note 2)          893,515         .56     
Management fees (Note 2 & 3)     264,747         .16     
                             -----------       -----     
   Total Expenses              1,158,262         .72     
                             -----------       -----     
NET INCOME (LOSS)            (15,318,504)      (9.64)    
                             ===========       =====     

MORGAN STANLEY CHARTER SERIES                                                   

STATEMENTS OF CHANGES IN NET ASSET VALUE                                        
FOR THE MONTH ENDED MARCH 31, 2003  (UNAUDITED)                                 

                                                                [Download Table]

                             MORGAN STANLEY           
                          CHARTER GRAHAM L.P.         
                  ----------------------------------- 
                      UNITS         AMOUNT    PER UNIT
                  -------------  -----------  --------
                                      $          $    
                                                      
Net Asset Value,                                      
 March 1, 2003    7,161,686.890  158,847,161   22.18  
Net Income (Loss)       --       (15,318,504)  (2.14) 
Redemptions         (89,331.954)  (1,790,212)  20.04  
Subscriptions       726,491.479   14,558,890   20.04  
                  -------------  -----------          
Net Asset Value,                                      
 March 31, 2003   7,798,846.415  156,297,335   20.04  
                  =============  ===========          

424B3 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
                                                                [Download Table]

      MORGAN STANLEY             MORGAN STANLEY      
   CHARTER MILLBURN L.P.       CHARTER WELTON L.P.   
--------------------------  ------------------------ 
             PERCENTAGE OF             PERCENTAGE OF 
             MARCH 1, 2003             MARCH 1, 2003 
               BEGINNING                 BEGINNING   
  AMOUNT    NET ASSET VALUE  AMOUNT   NET ASSET VALUE
----------  --------------- --------  ---------------
    $              %           $             %       
                                                     
 2,456,796        4.62      (140,295)      (2.53)    
(7,982,851)     (15.02)      140,295        2.53     
----------      ------      --------       -----     
(5,526,055)     (10.40)        --            --      
    59,986         .11         7,022         .13     
----------      ------      --------       -----     
(5,466,069)     (10.29)        7,022         .13     
----------      ------      --------       -----     

   298,951         .56         --            --      
    88,579         .16         --            --      
----------      ------      --------       -----     
   387,530        0.72         --            --      
----------      ------      --------       -----     
(5,853,599)     (11.01)        7,022         .13     
==========      ======      ========       =====     

                                                                [Download Table]

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

4,255,824.732  53,146,849   12.49   736,410.906  5,548,232    7.54  
      --       (5,853,599)  (1.38)       --          7,022     --   
  (80,233.049)   (891,389)  11.11   (91,818.882)  (692,314)   7.54  
  246,390.251   2,737,396   11.11        --          --       7.54  
-------------  ----------           -----------  ---------          

4,421,981.934  49,139,257   11.11   644,592.024  4,862,940    7.54  
=============  ==========           ===========  =========          

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

424B3 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
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 will commence
dissolution in April 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.                                

424B3 15th Page of 20 TOC 1st Previous Next ↓Bottom Just 15th
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                                                                              

424B3 16th Page of 20 TOC 1st Previous Next ↓Bottom Just 16th
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.   

424B3 17th Page of 20 TOC 1st Previous Next ↓Bottom Just 17th
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 will commence dissolution in accordance with its Limited           
Partnership Agreement in April 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.           

424B3 18th Page of 20 TOC 1st Previous Next ↓Bottom Just 18th
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                        

424B3 19th Page of 20 TOC 1st Previous Next ↓Bottom Just 19th
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.                                 

424B3 Last Page of 20 TOC 1st Previous Next ↓Bottom Just 20th
               Demeter Management Corporation                PRESORTED
                  825 Third Avenue, 9th Floor               FIRST CLASS MAIL
                New York, NY 10022                          U.S. POSTAGE
                                                            PAID
                                                             PERMIT #374
                                                             LANCASTER, PA

[LOGO] Morgan Stanley                                                           

ADDRESS SERVICE REQUESTED                                                       

[LOGO] printed on recycled paper

424B3	1st Page of 20	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

424B3	2nd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 2nd

424B3	3rd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 3rd

424B3	4th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 4th

424B3	5th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 5th

424B3	6th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 6th

424B3	7th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 7th

424B3	8th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 8th

424B3	9th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 9th

424B3	10th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 10th

424B3	11th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 11th

424B3	12th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 12th

424B3	13th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 13th

424B3	14th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 14th

424B3	15th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 15th

424B3	16th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 16th

424B3	17th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 17th

424B3	18th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 18th

424B3	19th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 19th

424B3	Last Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 20th

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
	4/30/03	1	3
Filed on:	4/28/03
	3/31/03	3	12	10-Q
	3/1/03	10	13
	2/26/03	1
	12/31/02	3	17	10-K
				List all Filings

↑Top

Filing Submission 0000914747-03-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 4/28/03

On: Monday, 4/28/03, at 3:05pm ET · Accession #: 914747-3-11 · File #: 333-60097

Previous ‘424B3’: ‘424B3’ on 3/25/03 · Next: ‘424B3’ on 5/27/03 · 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