<Page>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2002

                                                     REGISTRATION NO. 333-     *
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-1

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                                 MORGAN STANLEY
                             CHARTER CAMPBELL L.P.

          (Exact name of registrant as specified in charter document)

<Table>
<S>                              <C>                                             <C>
           DELAWARE                                   6799                                  [PENDING]

    (State of Organization                (Primary Standard Industrial                    (IRS Employer
          of Issuer)                      Classification Code Number)                Identification Number)
</Table>

                            ------------------------

<Table>
<S>                                                    <C>
             Managed Futures Department,                                 Robert E. Murray
             825 Third Avenue, 8th Floor                          DEMETER MANAGEMENT CORPORATION
              New York, New York 10022                              825 Third Avenue, 8th Floor
                   (212) 310-6444                                    New York, New York 10022
 (Address, including zip code and telephone number,                       (212) 310-6444
                including area code,                     (Name, address, including zip code, and telephone
    of registrant's principal executive offices)        number, including area code, of agent for service)
</Table>

                            ------------------------

                          COPIES OF COMMUNICATIONS TO:

<Table>
<S>                                            <C>
             Edwin L. Lyon, Esq.                            Isaac Finkle, Esq.
        Cadwalader, Wickersham & Taft                     Morgan Stanley DW Inc.
       1201 F Street, N.W., Suite 1100            1221 Avenue of the Americas, 27th Floor
           Washington, D.C. 20004                        New York, New York 10020
               (202) 862-2200                                 (212) 762-7825
</Table>

                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                            ------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                            ------------------------

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                                                            PROPOSED
                                                            INITIAL         MAXIMUM        AMOUNT OF
         TITLE OF EACH CLASS OF             AMOUNT TO    OFFERING PRICE    AGGREGATE     REGISTRATION
      SECURITIES TO BE REGISTERED         BE REGISTERED     PER UNIT     OFFERING PRICE       FEE
------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>             <C>
Units of Limited Partnership                3,000,000
  Interest..............................      Units          $10.00       $30,000,000       $2,760
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</Table>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                      MORGAN STANLEY CHARTER CAMPBELL L.P.

                             CROSS REFERENCE SHEET

<Table>
<Caption>
        ITEM                                                                                       LOCATION IN
         NO.                              REGISTRATION ITEM                                        PROSPECTUS
        ----                              -----------------                                        -----------
<C>                     <S>                                                    <C>
          1.            Forepart of the Registration Statement and Outside
                          Front Cover Page of Prospectus.....................  Facing Page; Front Cover Pages.
          2.            Inside Front and Outside Back Cover Pages of
                          Prospectus.........................................  Inside Front Cover Page; Table of Contents.
          3.            Summary Information, Risk Factors, and Ratio of
                          Earnings to Fixed Charges..........................  Summary; Risk Factors; Description of Charges; Use
                                                                                 of Proceeds; The General Partner; The Commodity
                                                                                 Brokers.
          4.            Use of Proceeds......................................  Use of Proceeds.
          5.            Determination of Offering Price......................  Plan of Distribution.
          6.            Dilution.............................................  Not Applicable.
          7.            Selling Security Holders.............................  Not Applicable.
          8.            Plan of Distribution.................................  Plan of Distribution.
          9.            Description of Securities to be Registered...........  The Limited Partnership Agreement.
         10.            Interests of Named Experts and Counsel...............  Not Applicable.
         11.            Information with Respect to the Registrant
                        (a)  Description of Business.........................  Summary; Risk Factors; Use of Proceeds; The Charter
                                                                                 Series; The Trading Advisors; The Futures,
                                                                                 Options, and Forwards Markets; The Limited
                                                                                 Partnership Agreements.
                        (b) Description of Property..........................  Not Applicable.
                        (c) Legal Proceedings................................  Litigation; The Trading Advisors.
                        (d) Market Price of and Dividends on the Registrant's
                            Common Equity and Related Stockholder Matters....  Risk Factors.
                        (e) Financial Statements.............................  Independent Auditors' Reports.
                        (f) Selected Financial Data..........................  Selected Financial Data.
                        (g) Supplementary Financial Information..............  Selected Financial Data.
                        (h) Management's Discussion and Analysis of Financial
                            Condition and Results of Operations..............  Management's Discussion and Analysis of Financial
                                                                                 Condition and Results of Operations.
                        (i) Changes in and Disagreements with Accountants on
                            Accounting and Financial Disclosure..............  Not Applicable.
                        (j) Quantitative and Qualitative Disclosures About
                            Market Risk......................................  Quantitative and Qualitative Disclosures About
                                                                                 Market Risk.
                        (k) Directors and Executive Officers.................  The General Partner.
                        (l) Executive Compensation...........................  Summary; Conflicts of Interest; Fiduciary
                                                                                 Responsibility; Description of Charges; Risk
                                                                                 Factors; The Trading Advisors; The General
                                                                                 Partner; The Commodity Brokers.
                        (m) Security Ownership of Certain Beneficial Owners
                          and Management.....................................  The General Partner; Independent Auditors' Reports.
                        (n) Certain Relationships and Related Transactions...  Summary; Conflicts of Interest; Fiduciary
                                                                                 Responsibility; Description of Charges; Risk
                                                                                 Factors; The Trading Advisors; The General
                                                                                 Partner; The Commodity Brokers.
         12.            Disclosure of Commission Position on Indemnification
                          for Securities Act Liabilities.....................  Fiduciary Responsibility.
</Table>

<Page>
                             EXPLANATORY STATEMENT

     The Prospectus contained in this Registration Statement relates to the
Units of Limited Partnership Interest for each of the following Registrants:

<Table>
<Caption>
                                               REGISTRATION    UNITS OUTSTANDING    UNITS BEING
                                                 STATEMENT           AS OF          CONCURRENTLY
                 REGISTRANT                        NOS.        FEBRUARY 28, 2002     REGISTERED
                 ----------                    ------------    -----------------    ------------
<S>                                            <C>             <C>                  <C>
Morgan Stanley Charter Graham L.P.             333-60115 and     4,248,126.534       2,000,000
                                               333-91563

Morgan Stanley Charter Millburn L.P.           333-60103 and     4,373,218.521       3,000,000
                                               333-91569

Morgan Stanley Charter Welton L.P.             333-60097 and     5,045,111.634          --
                                               333-91567

Morgan Stanley Charter MSFCM L.P.              333-41684           939,976.538          --

Morgan Stanley Charter Campbell L.P.                                                 3,000,000
</Table>


<Page>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission  is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.


                      SUBJECT TO COMPLETION: MARCH 27, 2002



                         MORGAN STANLEY CHARTER SERIES


<Table>
<Caption>
                                                                   MAXIMUM          NET ASSET
                                                                  AVAILABLE           VALUE
                                                                    UNITS           PER UNIT
                                                                  ---------         ---------
<S>                                                             <C>                 <C>
                                                                                       $
MORGAN STANLEY CHARTER GRAHAM L.P...........................    4,248,126.534         13.99
MORGAN STANLEY CHARTER MILLBURN L.P.........................    4,373,218.521          9.35
MORGAN STANLEY CHARTER WELTON L.P...........................    5,045,111.634          7.09
MORGAN STANLEY CHARTER MSFCM L.P............................      939,976.538         17.20
MORGAN STANLEY CHARTER CAMPBELL L.P.........................    3,000,000.000         10.00
</Table>


Each partnership trades futures, forwards and options contracts pursuant to
trading programs employed by the trading advisor for that partnership. You may
purchase units as of the last day of each month. The price you pay for each unit
will equal 100% of the net asset value per unit on the date of purchase. The
total number of units available and the net asset value per unit for each
partnership as of January 31, 2002 is set forth above. The net asset value per
unit of Charter Campbell is its initial offering price, which will be available
commencing   *   , 2002


<Table>
<S>                                                      <C>
Minimum Initial Purchase.............................    $20,000
                                                         in one or more partnerships
Minimum Per Partnership..............................    $ 5,000
Minimum Purchase for Existing Investors..............    $ 1,000
</Table>

Before you invest you will be required to represent and warrant that you meet
applicable state minimum financial suitability standards. You are encouraged to
discuss your investment with your financial, legal, and tax advisors before you
invest.

Your subscription funds will be held in escrow at The Chase Manhattan Bank, New
York, New York until they are transferred to the partnership whose units you
have purchased.


THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THIS PROSPECTUS CAREFULLY AND CONSIDER
THE "RISK FACTORS" SECTION BEGINNING ON PAGE * . IN PARTICULAR, YOU SHOULD BE
AWARE THAT:



    * Each partnership's futures, forwards, and options trading is speculative
      and trading performance has been, and is expected to be, volatile.


    * Each partnership's trading is highly leveraged, which accentuates the
      trading profit or trading loss on a trade.

    * Past performance is not necessarily indicative of future results.

    * You may not redeem your units until you have been an investor for at least
      six months.


    * If you redeem units within 24 months after they are purchased, you will
      pay a redemption charge, except in defined circumstances.


    * Units will not be listed on an exchange and no other secondary market will
      exist for the units.

    * The fixed expenses of each partnership will require the partnership to
      earn annual net trading profits, after taking into account estimated
      interest income, of the following percentages of average annual net
      assets:

<Table>
<Caption>
                                               WITHOUT A            WITH A 2%
                                           REDEMPTION CHARGE    REDEMPTION CHARGE
                                           -----------------    -----------------
<S>                                        <C>                  <C>
Charter Graham.........................          7.09%                9.13%
Charter Millburn.......................          7.09%                9.13%
Charter Welton.........................          7.09%                9.13%
Charter MSFCM..........................          7.09%                9.13%
Charter Campbell.......................          7.84%                9.88%
</Table>

                            ------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN ANY ONE OF THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
                            ------------------------




                             MORGAN STANLEY DW INC.





                                    * , 2002

<Page>
                      COMMODITY FUTURES TRADING COMMISSION
                           RISK DISCLOSURE STATEMENT

     YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.


     FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO EACH POOL BEGINNING AT
PAGE * AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK-EVEN, THAT IS
TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE * .



     THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THESE COMMODITY POOLS. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD
CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE
PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING AT PAGE * .


     YOU SHOULD ALSO BE AWARE THAT EACH OF THESE COMMODITY POOLS MAY TRADE
FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE
THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET,
MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO
THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR EACH POOL MAY
BE EFFECTED.

                                       i
<Page>
                                    PART ONE
                              DISCLOSURE DOCUMENT

                               TABLE OF CONTENTS

<Table>
<S>                                                                     <C>
                                                                          PAGE
Summary...............................................................       1
Risk Factors..........................................................      10
  Trading and Performance Risks.......................................      10
    The partnerships' trading is speculative and volatile.............      10
    The partnerships' trading is highly leveraged.....................      10
    Options trading can be more volatile than futures trading.........      11
    You should not rely on the past performance of a partnership in
      deciding to purchase units......................................      11
    Charter Campbell is a new fund and will be subject to special
      risks during its start-up period................................      11
    Market illiquidity may cause less favorable trade prices..........      11
    Trading on foreign exchanges presents greater risks to each
      partnership than trading on U.S. exchanges......................      11
    The unregulated nature of the forward markets creates counterparty
      risks that do not exist in futures trading on exchanges.........      12
    The partnerships are subject to speculative position limits.......      12
    The partnerships could lose assets and have their trading
      disrupted if a commodity broker or others become bankrupt.......      12
  Partnership and Offering Risks......................................      13
    Each partnership incurs substantial charges.......................      13
    Incentive fees may be paid by a partnership even though the
      partnership sustains trading losses.............................      13
    Restricted investment liquidity in the units......................      13
    Each partnership's structure has conflicts of interest............      13
    An investment in units may not diversify an overall portfolio.....      14
    No assurance that units of Charter Campbell will be sold..........      14
    The limited portfolio employed by Charter Campbell may result in
      increased volatility............................................      14
  Trading Advisor Risks...............................................      14
    Reliance on the trading advisor to trade successfully.............      14
    Market factors may adversely influence the trading programs.......      14
    Single-advisor funds lack the diversity of multi-advisor funds....      14
    Increasing the assets managed by a trading advisor may adversely
      affect performance..............................................      14
    Charter Graham's use of an increased rate of leverage could affect
      future performance..............................................      14
    Limited partners will not be aware of changes to trading
      programs........................................................      15
    Limited term of management agreements may limit access to a
      trading advisor.................................................      15
    The quarterly incentive fee paid by Charter DWFCM can create
      certain distortions regarding the share of the incentive fee
      borne by each investor..........................................      15
                                                                          PAGE
  Taxation Risks......................................................      15
    Even though the partnerships do not intend to make distributions,
      you will be liable for taxes on your share of any trading
      profits and any other income of the partnerships in which you
      have invested...................................................      15
    The partnerships' tax returns could be audited....................      15
Conflicts of Interest.................................................      15
Fiduciary Responsibility and Liability................................      18
Description of Charges................................................      20
Use of Proceeds.......................................................      24
The Charter Series....................................................      26
Selected Financial Data and Selected Quarterly Financial Data.........      35
Management's Discussion and Analysis of Financial Condition and
  Results of Operations...............................................      38
Quantitative and Qualitative Disclosures About Market Risk............      46
The General Partner...................................................      55
The Trading Advisors..................................................      61
Exchange Right........................................................      90
Redemptions...........................................................      91
The Commodity Brokers.................................................      93
Litigation............................................................      95
The Limited Partnership Agreements....................................      95
Plan of Distribution..................................................      99
Subscription Procedure................................................     102
Purchases by Employee Benefit Plans--ERISA Considerations.............     104
Material Federal Income Tax Considerations............................     105
State and Local Income Tax Aspects....................................     111
Legal Matters.........................................................     112
Experts...............................................................     112
Where You Can Find More Information...................................     112
                               PART TWO
                 STATEMENT OF ADDITIONAL INFORMATION
The Futures, Options, and Forwards Markets............................     113
Potential Advantages..................................................     117
Supplemental Performance Information..................................     131
Glossary of Terms.....................................................     153
Financial Statements..................................................     F-1
  Exhibit A--Form of Amended and Restated Limited Partnership
    Agreements........................................................     A-1
    Annex A--Request for Redemption...................................    A-27
  Exhibit B--Specimen Form of Subscription and Exchange Agreement and
    Power of Attorney.................................................     B-1
  Exhibit C--Specimen Form of Subscription Agreement Update Form......     C-1
</Table>

                                      iii
<Page>

                 The date of this prospectus is April * , 2002.


                                    SUMMARY

     Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and its exhibits
carefully before you decide to invest.


                         MORGAN STANLEY CHARTER SERIES



     The Morgan Stanley Charter Series consists of five continuously offered
limited partnerships, each organized in the State of Delaware:


<Table>
<Caption>
                                                      DATE ORGANIZED
                                                     -----------------
<S>                                                  <C>
Morgan Stanley Charter Graham L.P.                     July 15, 1998
Morgan Stanley Charter Millburn L.P.                   July 15, 1998
Morgan Stanley Charter Welton L.P.                     July 15, 1998
Morgan Stanley Charter MSFCM L.P.                    October 22, 1993
Morgan Stanley Charter Campbell L.P.                  March 26, 2002
</Table>


     The offices of each partnership are located at 825 Third Avenue, 8th Floor,
New York, New York 10022, telephone (212) 310-6444.


     Each partnership provides the opportunity to invest in futures, forwards,
and options contracts managed by an experienced, professional trading advisor.
Since each partnership's assets are traded by a different trading advisor, each
employing a different trading program, you should review the specific
information relating to each partnership and its trading advisor to better
understand how a partnership may fit into your overall investment plan. If you
decide to invest in more than one partnership, you may allocate your investment
among any one or more of the partnerships and, after an initial six-month
holding period, you may shift your investment among one or more of the other
Charter Series partnerships.


     A futures contract is an agreement to buy or sell a fixed amount of a
commodity or other underlying product, instrument, or index at a predetermined
price at a specified time in the future. In order to secure its obligation to
make or take delivery under a futures contract, the trader must deposit funds,
referred to as margin, with the commodity broker through which it trades. An
option on a futures contract gives the buyer of the option, in exchange for a
one-time payment known as premium, the right, but not the obligation, to buy or
sell a futures contract at a specified price within a specified period of time.
The seller of an option on a futures contract receives the premium payment and
has the obligation to buy or sell the futures contract at the specified price
within the specified period of time. Futures contracts and options on futures
contracts are traded on U.S. and foreign exchanges. A forward contract is an
agreement directly between two parties to buy or sell a fixed amount of an
underlying product at an agreed price at an agreed date in the future. Forward
contracts are not traded on exchanges, but rather are traded in the dealer
markets. A partnership may take long positions in futures, forwards, and options
contracts in which the partnership is obligated to take delivery of the
underlying commodity, product, instrument, or index. A partnership also may take
short positions in those contracts in which the partnership has an obligation to
deliver the underlying commodity, product, instrument, or index. Futures,
forwards, and options contracts are traded in a number of commodities, products,
instruments, and indices, including foreign currencies, financial instruments,
precious and industrial metals, energy products, agricultural commodities, stock
indices, and "soft" commodities like cotton and cocoa. For additional
information on the futures, options, and forwards markets, see "Statement of
Additional Information" beginning on page * .


     The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of

                                       1
<Page>
stocks and bonds. While the partnerships have the same overall investment
objective, and the trading advisors may trade in the same futures, forwards, and
options contracts, each trading advisor and its trading programs trades
differently. Each partnership has a different trading advisor and trading
program. You should review and compare the specifics of each partnership, its
terms, and its trading advisor before selecting one or more partnerships in
which to invest.


MORGAN STANLEY CHARTER GRAHAM L.P.



     This partnership's assets are traded by Graham Capital Management, L.P.
pursuant to its Global Diversified Program at 1.5 times the leverage it normally
applies for the program and its K4 Program at 1.5 times the leverage it normally
applies for the program. The Global Diversified Program utilizes computerized
trading models to participate in the potential profit opportunities in
approximately 80 markets. The computer models on a daily basis analyze the
recent price action, the relative strength, and the risk characteristics of each
market and compare statistically the quantitative results of this data to years
of historical data on each market. The program will normally have weightings of
approximately 26% in futures contracts based on short-term and long-term global
interest rates, 25% in currencies, 17% in stock index futures, 15% in softs and
agricultural futures, 8% in metal futures, and 9% in energy futures. The K4
Program uses a mathematical model to identify certain price patterns that have
very specific characteristics indicating that there is a high probability that a
significant directional move will occur, and will normally enter or exit a
position only when a significant price and volatility spike takes place. The
program trades in approximately * markets and will normally have weightings of
approximately * % in futures contracts based on short-term and long-term global
interest rates, * % in currencies, * % in stock index futures, * % in softs and
agricultural futures, * % in metal futures, and * % in energy futures. The
actual weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.



MORGAN STANLEY CHARTER MILLBURN L.P.



     This partnership's assets are traded by Millburn Ridgefield Corporation
pursuant to its Diversified Portfolio at standard leverage. The objective of
Millburn's trading method is to participate in major sustained price moves in
the markets traded. Millburn will make trading decisions pursuant to its trading
method, which includes technical trend analysis and certain non-trend-following
technical systems, as well as the application of money management principles.
The Diversified Portfolio trades approximately 50 markets and will normally have
weightings of approximately 31% in currencies, 31% in interest rates, 7% in
softs and agricultural futures, 10% in stock index futures, 15% in energy
futures, and 6% in metal futures. The actual weightings and leverage used in
each market may change over time.



MORGAN STANLEY CHARTER WELTON L.P.



     This partnership's assets are traded by Welton Investment Corporation
pursuant to its Diversified Portfolio at standard leverage and its Alpha
Portfolio as an overlay to the Diversified Portfolio. Trading the Alpha
Portfolio as an overlay to the Diversified Portfolio enables the partnership to
gain exposure to both trading programs as if 100% of the assets of the
partnership were traded in each program. The Diversified Portfolio employs
multiple trading strategies, consisting primarily of proprietary mathematical
systems, in an attempt to profitably participate in a variety of market
conditions. The Diversified Portfolio trades in approximately 75 global futures,
forwards, and options markets and will normally have weightings of approximately
29% in global interest rate futures, 20% in currencies, 20% in stock index
futures, 4% in softs and agricultural futures, 10% in metal futures, and 17% in
energy futures. The actual weightings and leverage used in each market may
change over time. The Alpha Portfolio utilizes fewer trading styles on a more
limited group of highly liquid futures and options markets. The Alpha Portfolio
trades in approximately * markets and will normally have weightings of
approximately * % in global interest rate futures, * % in currencies, * % in
stock index futures, * % in softs and agricultural


                                       2
<Page>

futures, * % in metal futures, and * % in energy futures. The actual weightings
and leverage used in each market may change over time.



MORGAN STANLEY CHARTER MSFCM L.P.



     This partnership's assets are traded by Morgan Stanley Futures & Currency
Management Inc. pursuant to its Global Portfolio at standard leverage. The
Global Portfolio employs a technical trading strategy that concentrates
participation in futures contracts traded on futures exchanges worldwide and
select foreign currencies traded in the forward markets. The Global Portfolio
trades global interest rates and stock index futures, currencies, energy
futures, and precious and industrial metals. The Global Portfolio trades
approximately 20 markets and will normally have weightings of approximately 33%
in global interest rate futures, 2% in stock index futures, 33% in currencies,
19% in energy futures, and 13% in metal futures. The actual weightings and
leverage used in each market may change over time.



MORGAN STANLEY CHARTER CAMPBELL L.P.



     This new partnership's assets will initially be traded by Campbell &
Company, Inc. pursuant to its Financial, Metal & Energy Small (Above $5 million)
Portfolio. Once Charter Campbell's assets equal at least $8 million, Campbell
will trade the partnership's assets pursuant to its Financial, Metal & Energy
Large Portfolio. Campbell's trading models are designed to detect and exploit
medium- to long-term price changes, while also applying proven risk management
and portfolio management principles. Trading models may include trend-following
trading models, counter-trend trading models, and trading models that do not
seek to identify or follow price trends at all. The Financial, Metal & Energy
Small (Above $5 million) Portfolio trades more than * markets and will normally
have weightings of approximately *% in global interest rate futures, *% in stock
index futures, *% in currencies, *% in energy futures, and *% in metal futures.
The Financial, Metal & Energy Large Portfolio trades more than 50 markets and
will normally have weightings of approximately 25% in global interest rate
futures, 14% in stock index futures, 48% in currencies, 12% in energy futures,
and 1% in metal futures.


                               WHO MAY SUBSCRIBE
INVESTMENT CONSIDERATIONS

     You should purchase units in a partnership only if you understand the risks
involved in the investment and only if your financial condition permits you to
bear those risks, including the risk of losing all or substantially all of your
investment in the partnership. You should invest in the units only with the risk
capital portion of your investment portfolio.

MINIMUM INVESTMENT

     If you are a new investor in the Charter Series of partnerships, you must
invest at least $20,000. You may allocate your investment among any one or more
of the partnerships in the Charter Series, but you must invest at least $5,000
in a partnership. Once you become an investor in any Charter Series partnership,
you may increase that investment with an additional contribution of at least
$1,000.

     If you are an investor in another limited partnership for which Demeter
Management Corporation serves as the general partner, you may redeem your
interest in that other partnership and use the proceeds to invest in any one or
more of the Charter Series of partnerships. The $20,000 minimum subscription
will be satisfied if the proceeds from the redemption would have equaled at
least $20,000 as of the last day of the month immediately preceding the monthly
closing at which the units are purchased, irrespective of whether the actual
proceeds from the redemption are less than $20,000 when the units are redeemed.

     The general partner may, in its sole discretion, reject any subscription in
whole or in part.

                                       3
<Page>
FINANCIAL SUITABILITY

     Unless otherwise specified in the subscription agreement under "State
Suitability Requirements," you must have either: a net worth of at least
$150,000, exclusive of home, furnishings, and automobiles; or both a net worth
of at least $45,000, exclusive of home, furnishings, and automobiles, and an
annual income of at least $45,000. You should be aware, however, that certain
states impose more restrictive suitability and/or higher minimum investment
requirements. Before you invest you will be required to represent and warrant
that you meet the applicable state minimum financial suitability standard set
forth in the subscription agreement, which may also require a greater minimum
investment.

LIMITED REVOCATION RIGHT


     After you subscribe for units in any Charter Series partnership, you will
have limited rights to revoke your subscription. You may only revoke a
subscription and receive a full refund of the subscription amount, plus any
accrued interest, within five business days after execution of the subscription
agreement or no later than 3:00 P.M., New York City time, on the date of the
applicable monthly closing, whichever comes first, by delivering written notice
to your Morgan Stanley financial advisor.



                             THE OFFERING OF UNITS
CHARTER CAMPBELL'S INITIAL OFFERING



     3,000,000 units of Charter Campbell are being offered for sale at $10 per
unit at its initial closing, which is currently scheduled to be held as of * ,
2002. The period from the date of this prospectus through  *  , 2002 is the
initial offering period for Charter Campbell. The initial offering period,
however, may be extended to  *  , 2002 in the sole discretion of the general
partner. The general partner must receive and accept subscriptions for at least
500,000 units during the initial offering period in order for Charter Campbell
to commence trading operations. If investors do not subscribe for at least
500,000 units of Charter Campbell during the initial offering period, the
offering will terminate and each subscriber's customer account will be credited
for the full subscription amount, with interest.


THE CHARTER SERIES CONTINUOUS OFFERING


     Each partnership is continuously offering, and Charter Campbell, once it
has held its initial closing, will offer units of limited partnership interest
for sale at monthly closings held as of the last day of each month. You can
purchase units at a price equal to 100% of a partnership's month-end net asset
value. The general partner calculates each partnership's net asset value per
unit on a monthly basis by dividing the partnership's month-end net assets by
the number of its month-end outstanding units. A partnership's net assets is its
assets minus its liabilities.


ESCROW TERMS


     During Charter Campbell's initial offering period and during each
partnership's continuous offering, your subscription will be transferred to, and
held in escrow by, The Chase Manhattan Bank, New York, New York. Subscription
funds held in escrow will be invested in the escrow agent's money market account
and will earn interest at the rate then paid by the bank on that money market
account. If the general partner accepts your subscription, the escrow agent will
pay the subscription amount to the appropriate partnerships and pay any interest
earned on those funds to Morgan Stanley DW Inc., the non-clearing commodity
broker for each partnership. In turn, the non-clearing commodity broker will
credit your customer account with the interest. If the general partner rejects a
subscription, your account will be credited in an amount equal to the rejected
subscription amount, together with any interest earned on those funds while held
in escrow.


                                       4
<Page>
                  SUMMARY OF RISK FACTORS YOU SHOULD CONSIDER

     * These are speculative securities.

     * You could lose all or substantially all of your investment in the
       partnerships.

     * Past performance is not necessarily indicative of future results.

     * Each partnership's futures, forwards, and options trading is speculative
       and trading performance has been, and is expected to be, volatile.

     * Each partnership's trading is highly leveraged, which accentuates the
       trading profit or loss on a trade.


     * Charter Campbell has not commenced trading and does not have any
       performance history.


     * You may not redeem your units until you have been an investor for at
       least six months.


     * If you redeem units within 24 months after they are purchased,
       you will pay a redemption charge, except in defined circumstances.


     * Units will not be listed on an exchange and no other secondary market
       will exist for the units.

     * Each partnership pays substantial charges and fees and must earn
       substantial trading profits in order to pay these expenses.

     * Profits earned by a partnership will be taxable to an investor even
       though the general partner does not intend to make any distributions.

                          MAJOR CONFLICTS OF INTEREST


     * Because the general partner, the commodity brokers, and the trading
       advisor for Charter MSFCM are affiliates, the fees and other compensation
       received by those parties and the other terms relating to the operation
       of the partnerships and the sale of units were not negotiated by an
       independent party.



     * Because your Morgan Stanley financial advisor receives a portion of the
       brokerage fees paid by the partnerships, your financial advisor has a
       conflict of interest in advising you in the purchase or redemption of
       units.



     * The trading advisors, commodity brokers, and general partner may trade
       futures, forwards, and options for their own accounts and, thus, they may
       compete with a partnership for positions. Also, the other commodity pools
       managed by the general partner and the trading advisors compete with the
       partnerships for positions. These conflicts can result in less favorable
       prices on the partnerships' transactions.


                              THE GENERAL PARTNER


     The general partner for each partnership is Demeter Management Corporation,
a Delaware corporation. The general partner is or has been the general partner
of 35 other commodity pools and currently operates 23 other commodity pools. As
of January 31, 2002, the general partner managed $1.4 billion of client assets.
The general partner's main business office is located at 825 Third Avenue, 8th
Floor, New York, New York 10022, telephone (212) 310-6444.


                             THE COMMODITY BROKERS


     The commodity brokers for the partnerships are responsible for holding the
partnerships' funds deposited with them as margin for trades. If the commodity
broker is also a clearing broker, it will also be responsible for assuring that
the partnerships' trades are properly processed and recorded or "cleared" by the
clearinghouse affiliated with the exchange on which the trade took place.


                                       5
<Page>

     Morgan Stanley DW Inc., an affiliate of the general partner, is the
non-clearing commodity broker for each partnership. As non-clearing commodity
broker, Morgan Stanley DW Inc. holds each partnership's funds and provides
margin funds to the clearing commodity brokers for the partnership's futures,
forwards, and options positions.



     Morgan Stanley & Co. Incorporated, an affiliate of the general partner,
serves as the clearing commodity broker for each partnership, with the exception
of trades on the London Metal Exchange, which are cleared by Morgan Stanley
& Co. International Limited, also an affiliate of the general partner. In
addition, Morgan Stanley & Co. Incorporated acts as the counterparty on all of
the foreign currency forward trades for the partnerships.


                              ORGANIZATIONAL CHART


     Following is an organizational chart, which shows the relationships among
the various parties involved with this offering. All of the parties are
affiliates of Morgan Stanley Dean Witter & Co. except for the trading advisors
for Charter Graham, Charter Millburn, Charter Welton, and Charter Campbell.




                                   [Chart]



------------------


     *Demeter presently serves as general partner for 23 other commodity pools.
Morgan Stanley DW acts as the non-clearing commodity broker for all of the
commodity pools. Morgan Stanley acts as clearing commodity broker for all but
one of the other commodity pools, and Morgan Stanley International serves as the
clearing commodity broker for trades of such pools that take place on the London
Metal Exchange. Morgan Stanley DW also serves as selling agent for all of the
commodity pools managed by the general partner. All of the commodity pools,
including the partnerships, are managed and traded independently of one another.


                                       6
<Page>
                      FEES TO BE PAID BY THE PARTNERSHIPS


     The partnerships pay the following fees on a monthly basis, except that
Charter MSFCM pays a quarterly incentive fee:


<Table>
<Caption>
                                        MANAGEMENT FEE                            BROKERAGE FEE
                                        (ANNUAL RATE)        INCENTIVE FEE        (ANNUAL RATE)
                                        --------------       -------------        -------------
                                              %                    %                    %
    <S>                                 <C>                  <C>                  <C>
    Charter Graham..................            2                  20                 6.75
    Charter Millburn................            2                  20                 6.75
    Charter Welton..................            2                  20                 6.75
    Charter MSFCM...................            2                  20                 6.75
    Charter Campbell................         2.75                  20                 6.75
</Table>


     The management fee payable to each trading advisor and the brokerage fee
payable to the non-clearing commodity broker are based on a percentage of net
assets and will be paid monthly regardless of a partnership's performance. Each
partnership pays its trading advisor an incentive fee only if trading profits
are earned on the net assets managed by the trading advisor. Trading profits
represent the amount by which profits from futures, forwards, and options
trading exceed losses, after brokerage, management, and incentive fees have been
paid.



     Neither you nor the partnerships will pay any selling commissions or
organizational, initial, or continuing offering expenses in connection with the
offering of units by the partnerships. The non-clearing commodity broker will
pay all costs incurred in connection with the organization of Charter Campbell
and its initial offering of units. The non-clearing commodity broker will also
pay all costs incurred in connection with the continuing offering of units of
each partnership and will pay the ordinary administrative expenses of each
partnership. Each partnership will pay any extraordinary expenses it may incur.



                             BREAK EVEN ANALYSIS



     Following is a table that sets forth the fees and expenses that you would
incur on an initial investment of $20,000 in a partnership and the amount that
your investment must earn, after taking into account estimated interest income,
in order to break even after one year and after more than two years. The fees
and expenses applicable to each partnership are described above.


                                       7
<Page>

<Table>
<Caption>
                                                               $20,000 INVESTMENT
                                                               ------------------
                                                      CHARTER SERIES
                                                        PARTNERSHIPS
                                                         (EXCLUDING
                                                           CHARTER
                                                          CAMPBELL)       CHARTER CAMPBELL
                                                        ------------      ----------------
<S>                                                    <C>                <C>
Management Fee.....................................           400                 550
Brokerage Fee......................................         1,350
Less: Interest Income (1)..........................          (332)               (332)
Incentive Fee (2)..................................            --                  --
Redemption Charge (3)..............................           408                 408
Amount of trading profits a partnership must earn
for you to recoup your initial investment at the
end of one year after paying a redemption charge...         1,826               1,976
Trading profits as a percentage of net assets that
a partnership must earn for you to recoup your
initial investment at the end of one year after
paying a redemption charge.........................          9.13                9.88
Amount of trading profits a partnership must earn
each year for you to recoup your initial investment
after two years with no redemption charge..........         1,418               1,568
Trading profits as a percentage of net assets that
a partnership must earn each year for you to recoup
your initial investment after two years with no
redemption charge..................................          7.09                7.84
</Table>


(1) The partnerships receive interest at the rate earned by the non-clearing
    commodity broker on its U.S. Treasury bill investments with customer
    segregated funds as if 100% of each partnership's average daily net assets
    for the month were held and invested at that rate. In addition, the
    non-clearing commodity broker will credit each partnership with 100% of the
    interest income the non-clearing commodity broker receives from the clearing
    commodity brokers with respect to such partnership's assets deposited as
    margin with the clearing commodity brokers. For purposes of the break-even
    calculation, it was estimated that approximately 80% of a partnership's
    average daily funds maintained in trading accounts will be on deposit with
    the non-clearing commodity broker and earn interest income at a rate of
    approximately 1.7%, and that approximately 20% of a partnership's average
    daily funds maintained in trading accounts will be on deposit with the
    clearing commodity broker and generate interest income at a rate of
    approximately 1.5%. An interest rate of 1.7% was derived by using an average
    of the blended rate for the five recent weekly auction rates for three-month
    U.S. Treasury bills and adjusting for the historical rate that the
    non-clearing commodity broker earned in excess of such amount. The combined
    rate used for this break even analysis is estimated to be approximately
    1.66%. Investors should be aware that the break even analysis will fluctuate
    as interest rates fluctuate, with the break even percentage declining as
    interest rates increase or increasing as interest rates decline.



(2) Incentive fees are paid to a trading advisor only on trading profits earned.
    Trading profits are determined after deducting all partnership expenses,
    other than any extraordinary expenses, and do not include interest income.
    Therefore, incentive fees will be zero at the partnership's break even
    point. Further, it is not necessary to have trading profits are not
    necessary to cover the redemption charge because the interest earned by the
    partnership during the year will exceed the redemption charge to the
    investor.



(3) Units redeemed at the end of 12 months from the date of purchase are
    generally subject to a 2% redemption charge; after 24 months there are no
    redemption charges.


                                       8
<Page>
                       REDEMPTION CHARGES INCURRED BY YOU


     You will pay a redemption charge equal to 2% of the net asset value of the
units redeemed if you redeem within the first 12 months after the units were
purchased, and 1% if you redeem units within the 13th through 24th month after
the units were purchased. Units are not subject to a redemption charge after you
have owned them for more than 24 months.



     You will not incur a redemption charge if you redeem units during the first
24 months after they were issued in the following circumstances:



     * If you redeem units immediately following notice of an increase in
       brokerage, management or incentive fees.


     * If you redeem units in connection with an exchange for units in another
       Charter Series partnership.

     * If you acquire units with the proceeds from the redemption of interests
       in a non-Charter Series partnership for which Demeter serves as the
       general partner, you will not be subject to a redemption charge on those
       units when they are redeemed.


     * If you previously redeemed units and paid a redemption charge or held
       those units for at least 24 months, you will not have to pay a redemption
       charge on subsequently purchased units, provided they are purchased
       within 12 months of the redemption of the old units and the purchase
       price of the new units does not exceed the net proceeds received from the
       prior redemption.


                                  REDEMPTIONS


     Once you have been an investor in any Charter Series partnership for more
than six months, you are permitted to redeem any part of your investment, even
if subsequent purchases have been held for less than six months. However, you
will pay a redemption charge of 2% of the net asset value redeemed if your
redeemed units were purchased within 12 months of the date of redemption, and 1%
if purchased within 13 to 24 months of the date of redemption. You will not be
subject to a redemption charge after you have owned your units for more than 24
months. Unless you are redeeming your entire interest in a partnership,
redemptions may only be made in whole units, with a minimum of 100 units
required for each redemption.


                                 EXCHANGE RIGHT


     You may redeem units in any partnership after you have been an investor for
six months and use the proceeds to purchase units in one or more of the other
partnerships in the Charter Series at a price equal to 100% of the net asset
value per unit, without incurring any redemption or other charge on the
transaction.


                                 DISTRIBUTIONS

     The general partner currently does not intend to make any distribution of
partnership profits.

                               TAX CONSIDERATIONS

     Even though the general partner currently does not intend to make
distributions, your allocable share of the trading profits and other income of
the partnerships in which you invest will be taxable to you.

     The trading activities of each partnership, in general, generate capital
gains and loss and ordinary income. 40% of any trading profits on U.S.
exchange-traded contracts are taxed as short-term capital gains at your ordinary
income tax rate, while 60% of such gains are taxed at your long-term capital
gains tax rate. We expect that each partnership's trading gains from other
contracts will be primarily short-term capital gains. This tax treatment applies
regardless of how long you hold your units.

     You may deduct losses on units against capital gains income. You may deduct
losses in excess of capital gains against ordinary income only to the extent of
$3,000 per year. Consequently, you could pay tax on a partnership's interest
income even though you have lost money on your units.

                                       9
<Page>
                                  RISK FACTORS

     This section includes all of the principal risks that you will face with an
investment in the partnerships. Each risk factor applies equally to each
partnership, except where specifically noted.

TRADING AND PERFORMANCE RISKS


     THE PARTNERSHIPS' TRADING IS SPECULATIVE AND VOLATILE. The rapid
fluctuations in the market prices of futures, forwards, and options makes an
investment in the partnerships volatile. Volatility is caused by changes in
supply and demand relationships; weather; agricultural, trade, fiscal, monetary,
and exchange control programs; domestic and foreign political and economic
events and policies; and changes in interest rates. If a trading advisor
incorrectly predicts the direction of prices, large losses may occur. As can be
seen from the information in the performance capsules for the partnerships on
pages * to * , each partnership has experienced volatility in its performance on
both a monthly and an annual basis.



     THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED. The trading advisor for each
partnership uses substantial leverage when trading, which could result in
immediate and substantial losses. For example, if 10% of the face value of a
contract is deposited as margin for that contract, a 10% decrease in the value
of the contract would cause a total loss of the margin deposit. A decrease of
more than 10% in the value of the contract would cause a loss greater than the
amount of the margin deposit.



     The leverage employed by the partnerships in their trading can vary
substantially from month to month and can be significantly higher or lower than
the averages set forth below. As an example of the leverage employed by the
partnerships, set forth below is the average of the underlying value of each
partnership's month-end positions for the period February 2001 through January
2002, as compared to the average month-end net assets of the partnership during
such period. Charter Campbell does not have an operating history, therefore
comparable information is not currently available. While the leverage employed
on a trade will accentuate the trading profit or loss on that trade, one
partnership's overall leverage as compared to another partnership's overall
leverage does not necessarily mean that it will be more volatile than the other
partnership. This can be seen by a review of the monthly rates of return for the
partnerships on pages * to * .


<Table>
<S>                                    <C>
Charter Graham                         15.3 times net assets
Charter Millburn                       7.5 times net assets
Charter Welton                         10.7 times net assets
Charter MSFCM                          6.8 times net assets
Charter Campbell                       Not Available
</Table>

     OPTIONS TRADING CAN BE MORE VOLATILE THAN FUTURES TRADING. Each partnership
may trade options on futures. Although successful options trading requires many
of the same skills as successful futures trading, the risks are different.
Successful options trading requires a trader to accurately assess near-term
market volatility because that volatility is immediately reflected in the price
of outstanding options. Correct assessment of market volatility can therefore be
of much greater significance in trading options than it is in many long-term
futures strategies where volatility does not have as great an effect on the
price of a futures contract.


     During the period February 2001 through January 2002, only Charter Welton
engaged in any significant options trading. Charter Campbell does not have an
operating history, therefore comparable information is not currently available.
Solely for the purpose of quantifying Charter Welton's options trading as
compared to its overall trading, the general partner has calculated a margin
level for that partnership's month-end options positions on a futures equivalent
basis. During the period February 2001 through January 2002, Charter Welton's
average month-end margin level for its options positions was 58.0% of its total
average month-end margin requirements for the period. You should be aware,
however, that in the future the other


                                       10
<Page>

partnerships may engage in significant options trading and the level of Charter
Welton's options trading could vary significantly.



     YOU SHOULD NOT RELY ON THE PAST PERFORMANCE OF A PARTNERSHIP IN DECIDING TO
PURCHASE UNITS. Since the future performance of a partnership is unpredictable,
each partnership's past performance is not necessarily indicative of future
results.



     Charter Campbell does not have an operating history. The CFTC requires a
commodity pool operator to disclose to prospective pool participants the actual
performance record of the pool for which the operator is soliciting
participants. YOU SHOULD NOTE THAT CHARTER CAMPBELL HAS NOT COMMENCED TRADING
AND DOES NOT HAVE ANY PERFORMANCE HISTORY.



     CHARTER CAMPBELL IS A NEW FUND AND WILL BE SUBJECT TO SPECIAL RISKS DURING
ITS START-UP PERIOD. During its start-up period, Charter Campbell's performance
may be more volatile because it will not have had time to develop a
fully-diversified portfolio. The more concentrated the trading, the greater the
possibility of volatility, which can result in greater losses. The General
partner believes the start-up period could last for one to three months after
the initial closing.


     MARKET ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES. Although the
trading advisor for each partnership generally will purchase and sell actively
traded contracts where last trade price information and quoted prices are
readily available, the prices at which a sale or purchase occur may differ from
the prices expected because there may be a delay between receiving a quote and
executing a trade, particularly in circumstances where a market has limited
trading volume and prices are often quoted for relatively limited quantities. In
addition, most U.S. futures exchanges have established "daily price fluctuation
limits" which preclude the execution of trades at prices outside of the limit,
and, from time to time, the CFTC or the exchanges may suspend trading in market
disruption circumstances. In these cases it is possible that a partnership could
be required to maintain a losing position that it otherwise would execute and
incur significant losses or be unable to establish a position and miss a profit
opportunity.

     TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON U.S. EXCHANGES.


* Each partnership trades on exchanges located outside the U.S. Trading on U.S.
  exchanges is subject to CFTC regulation and oversight, including, for example,
  minimum capital requirements for commodity brokers, regulation of trading
  practices on the exchanges, prohibitions against trading ahead of customer
  orders, prohibitions against filling orders off exchanges, prescribed risk
  disclosure statements, testing and licensing of industry sales personnel and
  other industry professionals, and recordkeeping requirements. Trading on
  foreign exchanges is not regulated by the CFTC or any other U.S. governmental
  agency or instrumentality and may be subject to regulations that are different
  from those to which U.S. exchange trading is subject, provide less protection
  to investors than trading on U.S. exchanges, and may be less vigorously
  enforced than regulations in the U.S.


* Positions on foreign exchanges also are subject to the risk of exchange
  controls, expropriation, excessive taxation or government disruptions.

* A partnership could incur losses when determining the value of its foreign
  positions in U.S. dollars because of fluctuations in exchange rates.


     Each partnership must deposit margin with respect to the partnership's
futures and options contracts on both U.S. exchanges and on foreign exchanges
and must deposit margin with respect to its foreign currency forward contracts
to assure the partnership's performance on those contracts. Set forth below for
each partnership is the average percentage of month-end margin requirements for
the period February 2001 through January 2002 that relate to futures and options
contracts on foreign exchanges as compared to the partnership's total average
month-end margin requirements. Charter Campbell does not have an operating
history, therefore comparable information is not currently available. This
information will provide you with a sense of the


                                       11
<Page>

magnitude of each partnership's trading on foreign exchanges, and, therefore,
the relevance of the risks described in the prior paragraph to each partnership.
You should be aware, however, that the percentage of each partnership's margin
requirements that relate to positions on foreign exchanges varies from month to
month and can be significantly higher or lower than the percentages set forth
below.


                                                          %
                                                       --------
                    Charter Graham                       38.6
                    Charter Millburn                     32.8
                    Charter Welton                       27.2
                    Charter MSFCM                        39.0
                    Charter Campbell                 Not Available


     THE UNREGULATED NATURE OF THE FORWARD MARKETS CREATES COUNTERPARTY RISKS
THAT DO NOT EXIST IN FUTURES TRADING ON EXCHANGES. Unlike futures contracts,
forwards contracts are entered into between private parties off an exchange and
are not regulated by the CFTC or by any other U.S. government agency. Because
forwards contracts are not traded on an exchange, the performance of those
contracts is not guaranteed by an exchange or its clearinghouse and the
partnership is at risk to the ability of the counterparty to the trade to
perform on the forwards contract. Because trading in the forwards markets is not
regulated, there are no specific standards or regulatory supervision of trade
pricing and other trading activities that occur in those markets. Because the
partnerships trade forwards contracts in foreign currency with Morgan Stanley,
they are at risk to the creditworthiness and trading practices of Morgan Stanley
as the counterparty to the trades.



     As the counterparty to all of the partnerships' foreign currency forwards
contracts, Morgan Stanley requires the partnerships to make margin deposits to
assure the partnerships' performance on those contracts, just as Morgan Stanley
requires the partnerships to deposit margin on their futures contracts. Set
forth below for each partnership is the average percentage of month-end total
margin requirements for the period February 2001 through January 2002 that
relate to forwards contracts. Charter Campbell does not have an operating
history, therefore comparable information is not currently available. This
information will provide you with a sense of the magnitude of each partnership's
trading in the forwards contracts markets as compared to its trading of futures
and options contracts on regulated exchanges, and, therefore, the relevance of
the risks described in the prior paragraphs to each partnership. You should be
aware that the percentage of each partnership's margin requirements that relate
to forwards contracts varies from month to month and can be significantly higher
or lower than the percentages set forth below.


                                                          %
                                                       --------
                    Charter Graham                       3.3
                    Charter Millburn                     30.8
                    Charter Welton                       0.0
                    Charter MSFCM                        38.0
                    Charter Campbell                 Not Available



     THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION LIMITS. The CFTC and
U.S. futures exchanges have established speculative position limits on the
maximum number of futures and options positions that may be held or controlled
by any one person or group. Therefore, a trading advisor may have to reduce the
size of its futures position in order to avoid exceeding position limits, which
could adversely affect the profitability of a partnership.


     THE PARTNERSHIPS COULD LOSE ASSETS AND HAVE THEIR TRADING DISRUPTED IF A
COMMODITY BROKER OR OTHERS BECOME BANKRUPT. The partnerships' assets could be
lost or impounded and trading suspended if a commodity broker, an exchange or a
clearinghouse becomes insolvent or involved in lengthy bankruptcy proceedings.

                                       12
<Page>
PARTNERSHIP AND OFFERING RISKS


     EACH PARTNERSHIP INCURS SUBSTANTIAL CHARGES. Each partnership incurs
substantial charges and must earn significant trading profits just to pay those
expenses. We estimate the percentage of partnership net assets that must be
earned each year in order for each partnership to break even without accounting
for a redemption charge to be:

                                                          %
                                                       --------
                    Charter Graham                       7.09%
                    Charter Millburn                     7.09%
                    Charter Welton                       7.09%
                    Charter MSFCM                        7.09%
                    Charter Campbell                     7.84%


     For actual past performance results relating to each partnership (except
Charter Campbell which does not have an operating history), including when a
partnership did not break even, see each partnership's performance capsule on
pages * to * .



     INCENTIVE FEES MAY BE PAID BY A PARTNERSHIP EVEN THOUGH THE PARTNERSHIP
SUSTAINS TRADING LOSSES. Each partnership pays its trading advisor an incentive
fee based upon partnership trading profits. These trading profits include
unrealized appreciation on open positions. Accordingly, it is possible that a
partnership will pay an incentive fee on trading profits that do not become
realized. Also, each trading advisor will retain all incentive fees paid to it,
even if the partnership managed by the trading advisor incurs a subsequent loss
after payment of an incentive fee. Because incentive fees are paid monthly for
each partnership (except Charter MSFCM, which pays a quarterly incentive fee),
it is possible that an incentive fee may be paid to a trading advisor during a
year in which the partnership suffers a loss for the year. Because each trading
advisor for a partnership receives an incentive fee based on the trading profits
earned by the partnership, the trading advisor may have an incentive to make
investments that are riskier than would be the case in the absence of such an
incentive fee.


     RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS. There is no secondary market
for units and you are not permitted to redeem your units until you have been an
investor in the Charter Series of partnerships for at least six months. After
the initial six-month period, you may redeem your units at any month-end, but
you may have to pay a redemption charge if you redeem units during the first
twenty-four months after they were purchased. Your right to receive payment on a
redemption is not absolute and is dependent upon the partnership having
sufficient assets to pay its liabilities on the redemption date, and the general
partner receiving your request for redemption at least five business days before
the redemption date.

     EACH PARTNERSHIP'S STRUCTURE HAS CONFLICTS OF INTEREST.


     * The general partner, each commodity broker, and the trading advisor for
       Charter MSFCM are affiliates. As a result, the fees and other
       compensation received by those parties and other terms relating to the
       operation of the partnerships and the sale of the units have not been
       independently negotiated. In addition, the management fee paid by Charter
       MSFCM to its trading advisor and the terms of its management agreement
       have not been independently negotiated.



     * Employees of Morgan Stanley DW receive a portion of the brokerage fees
       paid by the partnerships. Therefore, those employees have a conflict of
       interest in advising you in the purchase or redemption of units.



     * The trading advisors, commodity brokers, and general partner may trade
       futures, forwards, and options for their own accounts, and thus they may
       compete with a partnership for positions. Also, the other commodity pools
       managed by the general partner and the trading advisors compete with the
       partnerships for positions. These conflicts can result in less favorable
       prices on the partnerships' transactions.


                                       13
<Page>

     AN INVESTMENT IN UNITS MAY NOT DIVERSIFY AN OVERALL PORTFOLIO. Because
futures, forwards, and options have historically performed independently of
traditional investments, the general partner believes that managed futures funds
like the partnerships can diversify a portfolio of stocks and bonds. However,
the general partner cannot assure you that any of the partnerships will perform
with a significant degree of non-correlation to your other investments in the
future. Information showing the monthly correlation comparison of each
partnership, or, in the case of Charter Campbell, the past performance of the
program used by Campbell & Company, Inc., as adjusted to reflect the leverage
employed and the fees payable to Charter Campbell, to the S&P 500 Index and to
the Salomon Corporate Bond Index is provided on pages * to * .



     NO ASSURANCE THAT UNITS OF CHARTER CAMPBELL WILL BE SOLD. Charter Campbell
will not commence trading operations unless 500,000 units are subscribed for
during the initial offering period and accepted by the general partner. Because
Morgan Stanley DW, as selling agent, will only use its best efforts to offer and
sell the units, neither the general partner nor Morgan Stanley DW can assure you
that Morgan Stanley DW will raise the minimum amount required to commence
trading. Further, while the general partner, Morgan Stanley DW, any other firm
selling units, and the trading advisors, and their respective affiliates may
subscribe for units in Charter Campbell so that the 500,000 unit minimum is met,
they are not required to do so.



     THE LIMITED PORTFOLIO EMPLOYED BY CHARTER CAMPBELL MAY RESULT IN INCREASED
VOLATILITY. The trading advisor to Charter Campbell trades its Financial, Metal
& Energy Large Portfolio on behalf of the partnership. The Financial, Metal &
Energy Large Portfolio is a limited portfolio of financial, metal, and energy
futures, forwards, and options markets. Trading a limited portfolio may result
in the partnership experiencing greater performance volatility and greater risk
of loss than would be experienced by a more diversified portfolio.


TRADING ADVISOR RISKS

     RELIANCE ON THE TRADING ADVISOR TO TRADE SUCCESSFULLY. The trading advisor
for each partnership is responsible for making all trading decisions for the
partnership. The general partner cannot assure you that the trading program
employed by a trading advisor will be successful.

     MARKET FACTORS MAY ADVERSELY INFLUENCE THE TRADING PROGRAMS. Often, the
most unprofitable market conditions for the partnerships are those in which
prices "whipsaw," moving quickly upward, then reversing, then moving upward
again, then reversing again. In these conditions, the trading advisors may
establish positions based on incorrectly identifying both the brief upward or
downward price movements as trends when in fact no trends sufficient to generate
profits develop.

     SINGLE-ADVISOR FUNDS LACK THE DIVERSITY OF MULTI-ADVISOR FUNDS. The
partnerships are each managed by a single trading advisor. Therefore, the
partnerships lack the potential benefit of trading advisor diversification
available in funds that are managed by more than one trading advisor.

     INCREASING THE ASSETS MANAGED BY A TRADING ADVISOR MAY ADVERSELY AFFECT
PERFORMANCE. The rates of return achieved by trading advisors may diminish as
the assets under their management increase. This can occur for many reasons,
including the inability of the trading advisor to execute larger position sizes
at desired prices and because of the need to adjust the trading advisor's
trading program to avoid exceeding speculative position limits. These are limits
established by the CFTC and the exchanges on the number of speculative futures
and options contracts in a commodity that one trader may own or control. You
should know that the trading advisors have not agreed to limit the amount of
additional assets that they will manage.


     CHARTER GRAHAM'S USE OF AN INCREASED RATE OF LEVERAGE COULD AFFECT FUTURE
PERFORMANCE. The general partner and the trading advisor for Charter Graham have
agreed that the trading advisor will leverage the funds of Charter Graham at 1.5
times the leverage the trading advisor normally applies to its Global
Diversified Program and its K4 Program. This increased leverage could,


                                       14
<Page>

depending on the trading advisor's performance, result in increased gain or loss
and trading volatility, as compared to other accounts employing the trading
advisor's Global Diversified Program at standard leverage and K4 Program at
standard leverage.


     LIMITED PARTNERS WILL NOT BE AWARE OF CHANGES TO TRADING PROGRAMS. Because
of the proprietary nature of each trading advisor's trading programs, limited
partners generally will not be advised if adjustments are made to a trading
advisor's trading program in order to accommodate additional assets under
management or for any other reason.


     LIMITED TERM OF MANAGEMENT AGREEMENTS MAY LIMIT ACCESS TO A TRADING
ADVISOR. When the management agreement with a trading advisor expires, the
general partner may not be able to enter into arrangements with that trading
advisor or another trading advisor on terms substantially similar to the
management agreements described in this prospectus. Currently, the management
agreements with Charter Graham, Charter Millburn, Charter Welton, and Charter
MSFCM do not expire until December 31, 2002 and the management agreement with
Charter Campbell does not expire until  * , 2005 and, thereafter, each will
renew annually unless terminated by the general partner or the trading advisor.



     THE QUARTERLY INCENTIVE FEE PAID BY CHARTER MSFCM CAN CREATE CERTAIN
DISTORTIONS REGARDING THE SHARE OF THE INCENTIVE FEE BORNE BY EACH INVESTOR.
Charter MSFCM pays its trading advisor a quarterly incentive fee. If the
partnership has new trading profits as of the end of a month that is not the end
of a quarter, the net asset value of each unit will be reduced by the amount of
an accrued (but not paid) incentive fee. If new units are issued at that
month-end, the net asset value of the new units will reflect the accrued
incentive fee. If an investor redeems units at the end of a month when there is
an accrued incentive fee, the value of the units redeemed will reflect (be
reduced by) the amount of the accrued incentive fee and the fee with respect to
those units will be paid to the trading advisor, even if the partnership
subsequently experiences a trading loss during the remainder of the quarter. If
the partnership subsequently experiences a trading loss during the remainder of
the calendar quarter, any accrued incentive fee would be reversed with respect
to the remaining units, thereby causing an increase in the net asset value per
unit. Because all units have the same net asset value, any reversal of an
incentive fee accrual would be spread over all outstanding units, including
units issued after the profits resulting in the accrued incentive fee, thereby
diluting the "benefit" of the accrual reversal.


TAXATION RISKS

     EVEN THOUGH THE PARTNERSHIPS DO NOT INTEND TO MAKE DISTRIBUTIONS, YOU WILL
BE LIABLE FOR TAXES ON YOUR SHARE OF ANY TRADING PROFITS AND ANY OTHER INCOME OF
THE PARTNERSHIPS IN WHICH YOU HAVE INVESTED. For U.S. federal income tax
purposes, if a partnership in which you own units has taxable income for a year,
that income will be taxable to you in accordance with your allocable share of
income from the partnership, whether or not any amounts have been distributed to
you. The general partner presently does not intend to make distributions from
the partnerships. Accordingly, it is anticipated that you will incur tax
liabilities as a result of being allocated taxable income from a partnership
even though you will not receive current cash distributions with which to pay
the taxes.

     THE PARTNERSHIPS' TAX RETURNS COULD BE AUDITED. The IRS could audit a
partnership's tax return. If an audit results in an adjustment to a
partnership's tax return, you could be required to file an amended tax return.

                             CONFLICTS OF INTEREST


     While the general partner, the commodity brokers and the trading advisor
for Charter MSFCM, and their affiliates will seek to avoid conflicts of interest
to the extent feasible and to resolve all conflicts that may arise equitably and
in a manner consistent with their responsibilities to the partnerships, no
specific policies regarding conflicts of interest have been or are intended to


                                       15
<Page>

be adopted by the general partner or the partnerships. The following are actual
and potential conflicts of interest that do and may continue to exist with
respect to the partnerships.


THE BROKERAGE ARRANGEMENTS WITH AFFILIATES OF THE GENERAL PARTNER WERE NOT
  NEGOTIATED AT ARM'S-LENGTH OR REVIEWED BY ANY INDEPENDENT PARTY FOR FAIRNESS


     The general partner and each commodity broker are wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co. The non-clearing commodity broker for each
partnership receives a monthly brokerage fee for effecting transactions for each
partnership. The clearing commodity broker will receive a portion of the monthly
brokerage fee payable to the non-clearing commodity broker for effecting
transactions for the partnerships. Morgan Stanley International will serve as
the clearing commodity broker for each partnership's trades on the London Metal
Exchange; however, Morgan Stanley International's fees will be paid by Morgan
Stanley and not by the partnerships. Because the general partner is an affiliate
of each commodity broker, the flat-rate brokerage fees charged to each
partnership have not been negotiated at arm's-length. Moreover, the general
partner has a conflict of interest in managing the partnerships for your
benefit, obtaining favorable brokerage fees for the non-clearing commodity
broker and retaining the commodity brokers. In addition, the brokerage fees
generated by the partnerships are used by the non-clearing commodity broker's as
a factor in determining the salaries and bonuses of the non-clearing commodity
broker employees who are also officers and directors of the general partner.
Customers of the non-clearing commodity broker who maintain commodity trading
accounts of over $1,000,000 pay commissions at negotiated rates that may be less
than the rate paid by each partnership.



     THE GENERAL PARTNER HAS A DISINCENTIVE TO REPLACE THE COMMODITY BROKERS.
The general partner has a disincentive to replace the commodity brokers because
they are affiliates of the general partner and receive compensation for serving
as the partnerships' commodity broker. In connection with this conflict of
interest, you should understand that the non-clearing commodity broker receives
a monthly flat-rate brokerage fee from each partnership for serving as the
partnership's non-clearing commodity broker. From its brokerage fee, the
non-clearing commodity broker pays or reimburses each partnership for the
transaction fees and costs charged by the partnerships' clearing commodity
brokers. Also, the clearing commodity broker, as the counterparty on each
partnerships' foreign currency forward trades, will attempt to earn a mark-up,
spread, or other profit on each foreign currency forward contract trade which is
separate from the flat-rate brokerage fees paid by the partnership to the
non-clearing commodity broker.



     While each partnership has the right to seek lower commission rates from
other commodity brokers at any time, the general partner believes that the
customer agreements and other arrangements between each partnership and the
commodity brokers are fair, reasonable, and competitive, and represent the best
price and services available, considering the following factors: the
non-clearing commodity broker pays the expenses of organizing the partnerships,
offering the units, and the partnerships' ordinary administrative expenses. None
of these expenses would ordinarily be paid by an independent commodity broker,
and these expenses would otherwise have to be borne by the partnerships.
Further, the general partner provides ongoing services to the partnerships,
including administering the redemption and exchanges of units, and the general
partner has financial obligations as the general partner of the partnerships.
The general partner is not reimbursed or otherwise compensated by the
partnerships for these services or obligations.



     The general partner reviews the brokerage and foreign currency forward
counterparty arrangements annually to ensure that they are fair, reasonable and
competitive, and that they represent the best price and services available,
taking into consideration, among other factors, the size and trading activity of
each partnership, the services provided, and the costs, expenses, and risk
borne, by the commodity brokers and the general partner.


                                       16
<Page>
THE TERMS OF THIS OFFERING WERE NOT SUBJECT TO INDEPENDENT DUE DILIGENCE


     The partnerships, the commodity broker, the trading advisor for Charter
MSFCM, and the general partner are represented by a single counsel. Therefore,
the terms of this offering relating to those parties were not negotiated at
arm's-length. In addition, no independent due diligence has been conducted with
respect to this offering.



EMPLOYEES OF THE NON-CLEARING COMMODITY BROKER ARE COMPENSATED BASED UPON YOUR
INVESTMENT AND REDEMPTION DECISIONS



     The non-clearing commodity broker pays a significant portion of the
brokerage fees it receives from each partnership to its employees for providing
continuing assistance to limited partners. Therefore, because the non-clearing
commodity broker's employees are directly compensated based on your decision to
purchase and retain units in a partnership, they have a conflict of interest
when advising you to purchase or redeem units in a partnership.



THE SELECTION OF A TRADING ADVISOR MAY BENEFIT THE NON-CLEARING COMMODITY BROKER



     The general partner is responsible for selecting and replacing, if
necessary, each trading advisor. However, since selecting trading advisors who
engage in a high volume of trades will increase the non-clearing commodity
broker's costs, without necessarily increasing revenue, the general partner has
an incentive to select trading advisors who trade less frequently.



THE GENERAL PARTNER HAS A DISINCENTIVE TO REPLACE THE TRADING ADVISOR FOR
CHARTER MSFCM BECAUSE IT IS AN AFFILIATE OF THE GENERAL PARTNER



     The trading advisor for Charter MSFCM receives a monthly management fee and
a possible quarterly incentive fee. Because the general partner and the trading
advisor for Charter MSFCM are both wholly-owned subsidiaries of Morgan Stanley
Dean Witter & Co., they are affiliates and, as such, the terms of the management
agreement, including the management and incentive fees, have not been negotiated
at arm's-length. Further, the general partner has a disincentive to remove and
replace the trading advisor for Charter MSFCM.


AFFILIATES OF THE GENERAL PARTNER, THE TRADING ADVISORS, AND THE COMMODITY
BROKERS MAY TRADE FOR THEIR OWN ACCOUNTS IN COMPETITION WITH THE PARTNERSHIPS

     The general partner does not trade futures, forwards, and options for its
own account, but officers, directors, and employees of the general partner, the
commodity brokers, and the trading advisors and their affiliates, principals,
officers, directors, and employees, may trade futures, forwards, and options for
their own proprietary accounts. Their trading records will not be available to
you. As a result, you will not be able to compare the performance of their
trading to the performance of the partnerships.


     The clearing commodity brokers are large futures commission merchants,
handling substantial customer business in physical commodities and futures,
forwards, and options. Thus, the clearing commodity brokers may effect
transactions for the account of a partnership in which the other parties to such
transactions are employees or affiliates of the general partner, a trading
advisor, the clearing commodity brokers, or customers or correspondents of the
clearing commodity brokers. These persons might also compete with a partnership
in bidding on purchases or sales of futures, forwards, and options without
knowing that the partnership is also bidding. It is possible that transactions
for these other persons might be effected when similar trades for one or more
partnerships are not executed or are executed at less favorable prices.


THE TRADING ADVISORS MANAGE OTHER ACCOUNTS THAT WILL COMPETE WITH THE
PARTNERSHIPS


* Each trading advisor manages other accounts trading futures, forwards, and
  options, in addition to the partnership's accounts. Each trading advisor must
  aggregate futures and options


                                       17
<Page>

  positions in other accounts managed by it with futures and options positions
  in the applicable partnership's account for speculative position limit
  purposes. This may require a trading advisor to liquidate or modify positions
  for all of its accounts, which could adversely affect the partnership's
  performance.


* Each trading advisor currently manages accounts that pay fees higher than the
  fees paid by the partnerships. A trading advisor will have a conflict of
  interest in rendering advice to a partnership because the compensation it
  receives for managing another account exceeds the compensation it receives for
  managing the partnership's account.

* If a trading advisor makes trading decisions for other accounts and a
  partnership's account at or about the same time, the partnership may be
  competing with those other accounts for the same or similar positions.

* The trading advisors' records for these other accounts will not be made
  available to you. As a result, you will not be able to compare the performance
  of these accounts to the performance of the partnerships.

THE LACK OF DISTRIBUTIONS INCREASES THE FEES PAID TO AFFILIATES OF THE GENERAL
PARTNER


     The general partner is responsible for determining whether and when to
distribute trading profits earned by a partnership. Since the general partner
currently does not intend to distribute trading profits, the non-clearing
commodity broker will receive increased brokerage fees, because these fees are
based upon the net asset value of a partnership, and net asset value will
increase by retaining a partnership's trading profits.


CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS PERMIT ACTIONS WHICH COULD RESULT
IN LOSSES OR LOST PROFIT OPPORTUNITY

     Under each customer agreement for a partnership, all funds, futures,
forwards, options, and securities positions, and credits carried for the
partnership, are held as security for its obligations to the commodity broker;
the margins necessary to initiate or maintain open positions will be established
by the commodity broker from time to time; and the commodity broker may close
out positions, purchase futures, forwards, and options, or cancel orders at any
time it deems necessary for its protection, without the consent of the
partnership. For example, a commodity broker may determine to take any of these
actions if prices in the futures markets are moving rapidly against a
partnership's positions and the commodity broker is concerned that potential
losses could exceed the partnership's assets such that the commodity broker
would be left to incur the loss. While not a likely occurrence, it is possible
for the trading advisors to believe that market conditions will change and that
existing positions or trades they wish to make would be profitable, such that
the actions of the commodity broker preclude the partnership from engaging in
profitable transactions or avoiding losses.

     Each commodity broker or the general partner, or the investors in each
partnership by majority vote, may terminate the brokerage relationship upon
prior written notice.

                     FIDUCIARY RESPONSIBILITY AND LIABILITY

     You should be aware that the general partner has a fiduciary duty under the
limited partnership agreements and the Delaware Revised Uniform Limited
Partnership Act to exercise good faith and fairness in all dealings affecting
the partnerships. The limited partnership agreements do not permit the general
partner to limit, by any means, the fiduciary duty it owes to investors. In the
event that you believe the general partner has violated its responsibilities,
you may seek legal relief under the Partnership Act, the Commodity Exchange Act,
as amended, applicable federal and state securities laws, and other applicable
laws. Each trading advisor also has a fiduciary duty under applicable law to the
partnership it advises.

                                       18
<Page>

     The limited partnership agreements, the customer agreements, and the
selling agreement generally provide that the general partner, the commodity
brokers, Morgan Stanley DW (as selling agent), any other firm selling units, and
their affiliates shall not be liable to a partnership or its investors for any
act or omission by or on behalf of the partnership which the general partner,
the commodity brokers, Morgan Stanley DW (as selling agent), or any additional
seller, as applicable, determines in good faith to be in the best interests of
the partnership, unless the act or omission constituted misconduct or
negligence.



     Under the limited partnership agreements, the customer agreements, and the
selling agreement, each partnership has generally agreed to indemnify and defend
the general partner, the commodity brokers, Morgan Stanley DW (as selling
agent), and any additional seller, and their affiliates, against any loss,
liability, damage, cost, or expense (including attorneys' and accountants' fees
and expenses) they incur which arise from acts or omissions undertaken by or on
behalf of the partnership, including claims by investors. These indemnities
apply where the general partner, the commodity brokers, Morgan Stanley DW (as
selling agent), any additional seller, or their affiliates, as applicable, has
determined, in good faith, that the act or omission was in the best interests of
the partnership, and the act or omission was not the result of misconduct or
negligence. Payment of any indemnity by a partnership would reduce the net
assets of that partnership. The partnerships do not carry liability insurance
covering such potential losses or indemnification exposure.



     No indemnification of the general partner, the commodity brokers, Morgan
Stanley DW (as selling agent), any additional seller, or their affiliates by a
partnership is permitted for losses, liabilities, or expenses arising out of
alleged violations of federal or state securities laws unless a court has found
in favor of the indemnitee on the merits of the claim, or a court has dismissed
the claim with prejudice on the merits, or a court has approved a settlement on
the claim and found that the indemnification should be made by the partnership.
Where court approval for indemnification is sought, the person claiming
indemnification must advise the court of the views on indemnification of the SEC
and the relevant state securities administrators. It is the opinion of the SEC
that indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons of a partnership or
the general partner is against public policy and is therefore unenforceable. The
CFTC has issued a statement of policy relating to indemnification of officers
and directors of a futures commission merchant, such as the commodity brokers,
and its controlling persons under which the CFTC has taken the position that
whether such an indemnification is consistent with the policies expressed in the
Commodity Exchange Act will be determined by the CFTC on a case-by-case basis.



     Each management agreement generally provides that the trading advisor and
its affiliates will not be liable to the partnership or the general partner or
their partners, officers, shareholders, directors, or controlling persons.
However, the trading advisor is liable for acts or omissions of the trading
advisor or its affiliates if the act or omission constitutes a breach of the
management agreement or a representation, warranty or covenant in the management
agreement, constitutes misconduct or negligence, or is the result of such
persons not having acted in good faith and in the reasonable belief that such
actions or omissions were in, or not opposed to, the best interests of the
partnership. Each partnership has agreed to indemnify and defend its trading
advisor and the trading advisor's affiliates against any loss, claim, damage,
liability, cost, and expense resulting from a demand, claim, lawsuit, action, or
proceeding (other than those incurred as a result of claims brought by or in the
right of the indemnified party), relating to the trading activities of the
partnership, if a court finds, or independent counsel renders an opinion, that
the action or inaction giving rise to the claim did not constitute negligence,
misconduct or a breach of the management agreement or a representation, warranty
or covenant of the trading advisor in that agreement, and was done in good faith
and in a manner the indemnified party reasonably believed to be in, or not
opposed to, the best interests of the partnership.



     Each partnership will also indemnify its trading advisor and its affiliates
against any loss, claim, damage, liability, cost, and expense, arising under
certain federal securities laws, the


                                       19
<Page>

Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction,
in respect of the offer or sale of units. This indemnification will be made for
liabilities resulting from a breach of any representation, warranty or agreement
in the management agreement relating to the offering, or an actual or alleged
misleading or untrue statement of a material fact, or an actual or alleged
omission of a material fact, made in the registration statement, prospectus, or
related selling material, so long as the statement or omission does not relate
to the trading advisor or its principals, was not made in reliance upon, and in
conformity with, information or instructions furnished by the trading advisor,
or does not result from a breach by the trading advisor of any representation,
warranty or agreement relating to the offering.


     The foregoing involves a rapidly developing and changing area of the law.
If you have questions concerning the duties of the partnerships, the general
partner, the commodity brokers, the selling agent, any additional seller, or the
trading advisors, you should consult with your attorney.

                             DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP


     Each partnership is subject to substantial charges, all of which are
described below. Except for Charter Campbell's management fee and Charter
MSFCM's incentive fee, the charges described below are the same for each
partnership, and represent all of the fees and compensation payable by the
partnerships to the trading advisors and Morgan Stanley DW.


<Table>
<Caption>
               ENTITY                           FORM OF COMPENSATION                 AMOUNT OF COMPENSATION
               ------                           --------------------                 ----------------------
<S>                                     <C>                                      <C>
The trading advisor..................   Monthly management fee.                  1/12 of 2% ( 1/12 of 2.75% in
                                                                                 the case of Charter Campbell)
                                                                                 of the partnership's net
                                                                                 assets.
                                        Monthly (quarterly in the case of        20% of the trading profits
                                        Charter MSFCM) incentive fee.            experienced by the
                                                                                 partnership.
The Commodity Brokers................   Monthly brokerage fee to Morgan          1/12 of 6.75% of the
                                        Stanley DW.                              partnership's net assets
                                                                                 (commencing  * , 2002 the
                                                                                 monthly brokerage fee will be
                                                                                 reduced from 1/12 of 7.0% of
                                                                                 the partnership's net assets).
                                        Financial benefit to Morgan Stanley      The compensating balance and
                                        DW from interest earned on the           excess net interest benefit to
                                        partnership's assets in excess of the    Morgan Stanley DW is esti-
                                        interest paid to the partnership and     mated at less than 2% of the
                                        from compensating balance treatment      partnership's annual average
                                        in connection with its designation of    month-end net assets. The ag-
                                        a bank or banks in which the partner-    gregate of the brokerage fee
                                        ship's assets are deposited.             payable by the partnership and
                                                                                 net excess interest and com-
                                                                                 pensating balance benefits to
                                                                                 Morgan Stanley DW (after cred-
                                                                                 iting the partnership with
                                                                                 interest) will not exceed 14%
                                                                                 annually of the partnership's
                                                                                 average month-end net assets
                                                                                 during a calendar year.
</Table>

                                       20
<Page>
<Table>
<Caption>
               ENTITY                           FORM OF COMPENSATION                 AMOUNT OF COMPENSATION
               ------                           --------------------                 ----------------------
<S>                                     <C>                                      <C>
                                        Morgan Stanley generally will earn a     Bid/ask spreads to Morgan
                                        spread, markup, or other profit on       Stanley on foreign currency
                                        the foreign                              forward trades.
                                        currency forward contract trades it
                                        executes with the partnerships.
</Table>

TRADING ADVISORS

     Each partnership pays its trading advisor a monthly management fee, whether
or not the partnership is profitable. In addition, each partnership pays its
trading advisor an incentive fee if trading profits are earned on the net
assets.

     Monthly management fee. Each partnership pays its trading advisor a monthly
management fee equal to 1/12 of 2% (a 2% annual rate), or in the case of Charter
Campbell a monthly management fee equal to 1/12 of 2.75% (a 2.75% annual rate),
of the partnership's net assets as of the first day of each month, whether or
not the partnership is profitable. The monthly management fee compensates the
trading advisor for the services performed in connection with the net assets
under management.

     Following is an example of the management fee payable by a partnership. If
the net assets of a partnership equaled $20,000,000 as of the first day of each
month during the fiscal year, the trading advisor would receive an aggregate
monthly management fee for the year of $400,000 ( 1/12 of 2% of $20,000,000 per
month, or $33,333 times 12).

     Incentive fee. Each partnership pays its trading advisor an incentive fee
equal to 20% of trading profits experienced by the partnership as of the end of
each calendar month, in the case of Charter Graham, Charter Millburn, Charter
Welton, and Charter Campbell or calendar quarter, in the case of Charter MSFCM.
Trading profits means the net futures, forwards, and options profits (realized
and unrealized) earned on a partnership's net assets, decreased by monthly
management fees and brokerage fees, with such trading profits and items of
decrease determined from the end of the last period in which an incentive fee
was earned by the trading advisor or, if no incentive fee has been earned
previously by the trading advisor, from the date that the partnership commenced
trading to the end of the period as of which the income fee calculation is being
made. Extraordinary expenses of the partnership, if any, are not deducted in
determining trading profits. An extraordinary expense would result from an event
that is both unusual in nature and infrequent in occurrence, such as litigation.
No incentive fee is paid on interest earned by a partnership.

     In the case of Charter MSFCM, whose trading advisor is eligible to receive
a quarterly incentive fee, any accrued incentive fees with respect to units of
Charter MSFCM that are redeemed during a quarter will be deducted and paid to
the trading advisor at the time of redemption, even though it may not qualify
for an incentive fee at the end of that quarter. The quarterly incentive fee
paid by Charter MSFCM can create certain distortions regarding the share of the
incentive fee borne by each investor. SEE "RISK FACTORS--TRADING ADVISOR
RISKS--THE QUARTERLY INCENTIVE FEE PAID BY CHARTER MSFCM CAN CREATE CERTAIN
DISTORTIONS REGARDING THE SHARE OF THE INCENTIVE FEE BORNE BY EACH INVESTOR" ON
PAGE * .

     If incentive fees are paid to a trading advisor and the partnership fails
to earn trading profits for any subsequent period, the trading advisor will
retain the incentive fees previously paid. However, no subsequent incentive fees
will be paid to the trading advisor until the partnership has again earned
trading profits. If the partnership's net assets are reduced or increased
because of redemptions or additions that occur at the end of or subsequent to an
incentive period in which the trading advisor experiences a trading loss, the
trading loss which must be recovered will be adjusted pro rata.

                                       21
<Page>

     Following is an example of the incentive fee payable by a partnership. If
the trading advisor for a partnership earns trading profits of $1,000,000 for
the period ended January 31, 2002, the trading advisor will receive an incentive
fee of $200,000 for that period (20% of $1,000,000). If, however, the trading
advisor experiences realized and/or unrealized trading losses, or fees offset
trading profits, so as to result in a $250,000 loss for the period ended
February 28, 2002, an incentive fee will not be paid to the trading advisor for
that period. In order for the trading advisor to earn an incentive fee in the
following period ending March 31, 2002, the trading advisor will have to earn
trading profits exceeding $250,000 for that period since the incentive fee is
payable based upon trading profits measured from the last period for which an
incentive fee was paid (i.e., January 31), and not from the immediately
preceding period. The foregoing example assumes no redemptions or additional
purchases of units during the periods in question, which would require
adjustments as described above.


COMMODITY BROKERS


     Brokerage fees. Commodity brokerage fees for futures, forwards, and options
trades are typically paid on the completion or liquidation of a trade and are
referred to as "roundturn commissions," which cover both the initial purchase
(or sale) of a futures interest and the subsequent offsetting sale (or
purchase). However, pursuant to the customer agreements with the commodity
brokers, the partnerships pay a monthly flat-rate brokerage fee based on their
net assets as of the first day of each month, at the rate of 1/12 of 6.75% (a
6.75% annual rate), irrespective of the number of trades executed on a
partnership's behalf. Commencing  * , 2002, the partnerships' monthly flat-rate
brokerage fee will be reduced from 7.0%.



     Following is an example of the brokerage fee payable by a partnership. If
the net assets of a partnership equaled $20,000,000 as of the first day of each
month during the fiscal year, Morgan Stanley DW would receive an aggregate
monthly brokerage fee for the year of $1,350,000 ( 1/12 of 6.75% of $20,000,000
per month, or $112,500 times 12).



     From the flat-rate brokerage fees received from the partnerships, the
non-clearing commodity broker pays or reimburses the partnerships for all fees
and costs charged or incurred by the clearing commodity broker(s) for executing
trades on behalf of the partnerships, including floor brokerage fees, exchange
fees, clearinghouse fees, National Futures Association fees, "give up" fees, any
taxes (other than income taxes), any third party clearing costs incurred by the
clearing commodity broker(s), and costs associated with taking delivery of
futures, forwards, and options contracts.



     The non-clearing commodity broker also pays, from the brokerage fees it
receives, the ordinary administrative expenses of each partnership, the
organizational costs of Charter Campbell and the initial offering of its units
(estimated to be approximately $300,000 in the aggregate), and the continuing
offering expenses of each partnership. Ordinary administrative expenses include
legal, accounting and auditing expenses, printing and mailing expenses, and
filing fees incurred in preparing reports, notices and tax information to
limited partners and regulatory bodies. The organizational and initial offering
costs of Charter Campbell, and the continuing offering expenses of each
partnership include legal, accounting and auditing fees, printing costs, filing
fees, escrow fees, marketing costs, which include costs relating to sales
seminars and the preparation of customer sales kits and brochures, and other
related fees and expenses.


     While each partnership pays a flat-rate brokerage fee, rather than
"roundturn commissions" on each trade, it is estimated, based upon each trading
advisor's historical trading, that such flat-rate brokerage fee would
approximate roundturn commissions ranging as follows:

                                       22
<Page>

          $40-$50 for Charter Graham
          $35-$45 for Charter Millburn
          $25-$35 for Charter Welton
          $55-$65 for Charter MSFCM
          $80-$90 for Charter Campbell



     You should note that the approximate roundturn commissions set forth above
include administrative, offering, and other expenses, for which the non-clearing
commodity broker is responsible, but are typically paid separately from
roundturn commissions. The foregoing estimates are based on past results and may
vary in the future.



     Financial Benefits. Each partnership deposits all of its assets with the
commodity brokers in connection with the partnership's futures, forwards, and
options trading. The non-clearing commodity broker then pays each partnership
the rate that the non-clearing commodity broker earns on its U.S. Treasury bill
investments with all customer segregated funds, as if 100% of the partnership's
average net assets deposited with the non-clearing commodity broker for the
month were invested at that rate. In addition, the non-clearing commodity broker
will credit each partnership with 100% of the interest income the non-clearing
commodity broker receives from the clearing commodity brokers with respect to
such partnership's assets deposited as margin with the clearing commodity
brokers. It is estimated that approximately 80% of each partnership's average
daily funds maintained in trading accounts will be on deposit with the
non-clearing commodity broker, and that approximately 20% of each partnership's
average daily funds maintained in trading accounts will be on deposit with the
clearing commodity brokers.



     The commodity brokers, as permitted under CFTC regulations, invest a
portion of client funds, which are held in segregated or secured accounts, in
CFTC-specified securities and other instruments and retain any interest earned
on those investments. Instead of investing these funds, the non-clearing
commodity broker may choose to deposit the funds in non-interest-bearing bank
accounts at various banks (currently * banks), in exchange for which the banks
offer the non-clearing commodity broker's affiliates advantageous interest rates
on loans up to the amount of the deposits. This is known as compensating balance
treatment. The benefit to the non-clearing commodity broker and its affiliates
from this compensating balance treatment is the difference between the lending
rate they would have received without the deposits and the rate they receive by
reason of the deposits. The benefit to the non-clearing commodity broker from
this compensating balance arrangement and the investment of the partnerships'
funds will vary depending upon market conditions. The approximate benefit to the
non-clearing commodity broker currently for each partnership is set forth in the
"Description of Charges--Charges to Each Partnership" table on page * . For more
information regarding the non-clearing commodity broker's interest crediting
arrangements with the partnerships and the investment of customer funds by the
commodity brokers, see "Use of Proceeds--Interest Credits" on page * . Solely in
the case of Charter MSFCM, if any of that partnership's assets are invested in
securities approved by the CFTC for investment of customer funds, the interest
earned on such securities will be paid to that partnership.



     Morgan Stanley, as the counterparty on foreign currency forward trades for
each partnership will attempt to earn a markup, spread, or other profit as part
of the transaction price on each foreign currency forward contract trade, which
is separate from the flat-rate brokerage fees paid by the partnerships to the
non-clearing commodity broker. See "Conflicts of Interest" on page * .


EXTRAORDINARY EXPENSES

     Each partnership is obligated to pay any extraordinary expenses it may
incur. Extraordinary expenses will be determined in accordance with generally
accepted accounting principles, which generally include events that are both
unusual in nature and occur infrequently, such as litigation.

                                       23
<Page>
EXPENSE LIMITATIONS

     The general partner may permit an increase, subject to state limits
described below, in the management, incentive, and brokerage fees payable by a
partnership only on the first business day following a redemption date. Prior to
any such increase, the following conditions must be satisfied:

     * notice of the increase must be mailed to investors at least five business
       days prior to the last date on which a "request for redemption" must be
       received by the general partner;

     * the notice must describe investors' redemption and voting rights; and

     * investors must not be subject to any redemption charges if they redeem
       units at the first redemption date following the notice.

     Each partnership's fees and expenses are subject to limits imposed under
guidelines applied by certain state securities regulators, as set forth in
Section 7(e) of the limited partnership agreement, including the limitation that
the aggregate of the brokerage fees payable by the partnership to any commodity
broker and the net excess interest and compensating balance benefits to any
commodity broker, after crediting the partnership with interest, shall not
exceed 14% annually of the partnership's average month-end net assets during the
calendar year. The general partner will pay any fees and expenses in excess of
any such limits.

REDEMPTION CHARGES

     You may redeem all or part of your investment in any partnership at any
month-end once you have been an investor in the partnership for at least six
months, regardless of when your units were actually purchased.


     Units redeemed on or before the last day of the twelfth month after they
were purchased are subject to a redemption charge equal to 2% of the net asset
value of the unit on the redemption date. Units redeemed after the last day of
the twelfth month and on or before the last day of the twenty-fourth month after
they were purchased are subject to a redemption charge equal to 1% of the net
asset value of the units on the redemption date. If you redeem units after the
last day of the twenty-fourth month after they were purchased, you will not to
be subject to a redemption charge. All redemption charges will be paid to Morgan
Stanley DW and will not be shared with the financial advisor or additional
selling agent who sold the units.



     The following is an example of a redemption charge that may be payable by
you to Morgan Stanley DW. If you redeem $20,000 worth of units in a partnership
after the sixth month and on or before the last day of the twelfth month after
the units were purchased, you will be subject to the full 2% redemption charge.
In that case, an aggregate redemption charge equal to $400 (2% of $20,000) will
be deducted from the proceeds of your redemption.


                                USE OF PROCEEDS

     Each partnership engages in the speculative trading of futures, forwards,
and options contracts. The proceeds received by each partnership from the sale
of its units and the continuing capital contributions made by the general
partner to each partnership will be deposited in commodity trading accounts
established by the commodity brokers for the partnership. All of the funds in a
partnership's trading accounts will be used to engage in trading futures,
forwards, and options contracts.

     The partnerships' assets held by the commodity brokers will be segregated
or secured in accordance with the Commodity Exchange Act and CFTC regulations.
The partnerships' trading on various U.S. futures exchanges is subject to CFTC
regulation and the rules of the exchanges. The partnerships' trading on foreign
futures exchanges is subject to regulation by foreign regulatory authorities and
the rules of the exchanges.

                                       24
<Page>
     Each partnership's margin commitments with respect to its U.S. commodity
futures and forwards positions have ranged, and are anticipated to range,
between 10% and 40% of net assets. However, a partnership's margin levels could
deviate substantially from that range in the future.

     The partnerships may trade on one or more of the following foreign futures
exchanges and, from time to time, may trade on other foreign exchanges.

* Deutsche Terminborse/Eurex

* Hong Kong Futures Exchange Ltd.

* International Petroleum Exchange of London Ltd.

* Italian Derivatives Market

* London International Financial Futures Exchange Ltd.

* London Commodity Exchange

* London Metal Exchange

* London Securities and Derivatives Exchange

* Marche a Terme International de France

* MEFF Renta Fija

* MEFF Renta Variable

* Montreal Exchange

* New Zealand Futures and Options Exchange

* Osaka Securities Exchange

* Singapore International Monetary Exchange

* Swiss Options and Financial Futures Exchange AG

* Sydney Futures Exchange

* Tokyo Commodity Exchange

* Tokyo Grain Exchange

* Tokyo International Financial Futures Exchange

* Tokyo Stock Exchange

* Winnipeg Commodity Exchange

     In connection with foreign futures and options contracts, the partnerships'
assets may be deposited by the commodity brokers in accounts with non-U.S. banks
and foreign brokers that are segregated on the books of those banks or brokers
for the benefit of their customers. All non-U.S. banks and foreign brokers will
be qualified depositories pursuant to relevant CFTC Advisories. All non-U.S.
banks will be subject to the local bank regulatory authorities, and the foreign
brokers will be members of the exchanges on which the futures and option trades
are to be executed and will be subject to the regulatory authorities in the
jurisdictions in which they operate.

     The assets of the partnerships are not commingled with the assets of one
another or any other entity. Margin deposits and deposits of assets with a
commodity broker do not constitute commingling.

INTEREST CREDITS


     The partnerships' funds held by the commodity brokers will either be held
and invested together with other customer segregated or secured funds of the
commodity brokers, or will be held in non-interest-bearing bank accounts. In
either case, the non-clearing commodity broker will credit each partnership with
interest income at each month-end at the rate earned by the non-clearing
commodity broker on its U.S. Treasury bill investments with customer segregated
funds as if 100% of each partnership's average daily funds (including cash and
securities) held in such partnership's account with the non-clearing commodity
broker during the month were invested in U.S. Treasury bills at such rate. In
addition, the non-clearing commodity broker will credit each partnership with
100% of the interest income the non-clearing commodity broker receives from the
clearing commodity brokers with respect to such partnership's assets deposited
as margin with the clearing commodity brokers. It is anticipated that
approximately 80% of each partnership's average daily funds maintained in
trading accounts will be on deposit with the non-clearing commodity broker and
that approximately 20% of each partnership's average daily funds maintained in
trading accounts will be on deposit with the clearing commodity broker, although
those percentages will vary from time to time. The non-clearing commodity broker
will retain any interest earned in excess of the interest paid by the
non-clearing commodity broker to the partnerships.


                                       25
<Page>

     In the event that Charter MSFCM's assets are invested in securities
approved by the CFTC for investment of customer funds, the interest earned on
such securities will be paid to that partnership.



     To the extent the partnerships' funds are held by the commodity brokers in
customer segregated accounts relating to trading in U.S. exchange-traded futures
and options, such funds, along with segregated funds of other customers in the
accounts, may be invested by the commodity brokers, under applicable CFTC
regulations, in obligations of, or fully guaranteed by, the U.S., general
obligations of any state or any political subdivision thereof, general
obligations issued by any agency sponsored by the U.S., certificates of deposit
issued by a bank as defined in the Exchange Act or a domestic branch of a
foreign bank insured by the FDIC, commercial paper, corporate notes, general
obligations of a sovereign nation, and interests in money market mutual funds,
subject to conditions and restrictions regarding marketability, investment
quality, and investment concentration. In addition, such investments may be
bought and sold pursuant to designated reverse repurchase agreements. To the
extent the partnerships' funds are held by the commodity brokers in secured
accounts relating to trading in futures or options contracts on non-U.S.
exchanges or in forward contracts, such funds may be invested by the commodity
brokers, under applicable CFTC regulations, in the instruments described above
for customer segregated funds, in equity and debt securities traded on
established securities markets in the U.S., and in commercial paper and other
debt instruments that are rated in one of the top two rating categories by
Moody's Investor Service, Inc. or Standard & Poor's Ratings Services, a Division
of The McGraw-Hill Companies, Inc. A significant portion of the partnerships'
funds held by the non-clearing commodity broker will be held in secured accounts
and will be invested in short-term or medium-term commercial paper rated AAA or
the equivalent or in other permitted debt instruments rated AAA or the
equivalent.



     To the extent that the partnerships' funds are held in non-interest-bearing
bank accounts, the non-clearing commodity broker or its affiliates may benefit
from compensating balance treatment in connection with their designation of a
bank or banks in which the partnerships' assets are deposited, meaning that the
non-clearing commodity broker or its affiliates will receive favorable loan
rates from such bank or banks by reason of such deposits. To the extent that the
excess interest and compensating balance benefits to the non-clearing commodity
broker or its affiliates exceed the interest the non-clearing commodity broker
is obligated to credit to the partnerships, they will not be shared with the
partnerships.


                               THE CHARTER SERIES
GENERAL


     The Charter Series presently consists of five limited partnerships each
formed under the laws of Delaware.


<Table>
<Caption>
                                                                DATE PARTNERSHIP
                                      DATE PARTNERSHIP       BEGAN OR IS EXPECTED
                                         WAS FORMED           TO BEGIN OPERATIONS
                                      ----------------        -------------------
<S>                                  <C>                      <C>
Charter Graham.................           July 15, 1998              March 1, 1999
Charter Millburn...............           July 15, 1998              March 1, 1999
Charter Welton.................           July 15, 1998              March 1, 1999
Charter MSFCM..................        October 22, 1993              March 1, 1994
Charter Campbell...............          March 26, 2002            Initial Closing
</Table>

     Each partnership calculates its net asset value per unit independently of
the other partnerships. Each partnership's performance depends solely on the
performance of its trading advisor.

                                       26
<Page>
     Each partnership is continuously offering its units for sale at monthly
closings held as of the last day of each month. The purchase price per unit is
equal to 100% of the net asset value of a unit as of the date of the monthly
closing at which the general partner accepts a subscription.


     Following is a summary of information relating to the sale of units of each
partnership through January 31, 2002:


<Table>
<Caption>
                             CHARTER             CHARTER             CHARTER             CHARTER
                              GRAHAM             MILLBURN             WELTON              MSFCM*
                             -------             --------            -------             -------
<S>                       <C>                 <C>                 <C>                 <C>
Units sold..............   4,519,954.545       4,494,930.727       3,930,547.975       7,395,778.519
Units available for
  sale..................   4,480,045.455       4,373,218.521       5,045,111.634       1,025,083.881
Total proceeds
  received..............  $   50,694,359      $   44,348,998      $   34,502,243      $   67,394,951
General partner
  contributions.........  $      441,000      $      360,000      $      295,000      $      722,486
Number of limited
  partners..............           2,082               1,807               1,249               3,115
Net asset value per
  unit..................          $13.99               $9.35               $7.09              $17.20
</Table>

------------------

     * The number of units sold has been adjusted to reflect a 100-for-1 unit
conversion that took place on December 1, 2000, when Charter MSFCM became part
of the Charter Series of partnerships.


INVESTMENT OBJECTIVES

     The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of stocks and bonds. While each
partnership has the same over-all investment objective and the trading advisor
for each partnership may trade in the same futures, forwards, and options
contracts, each trading advisor has developed its trading programs and trades
futures, forwards, and options in a different manner. You should review and
compare the specifics of each partnership, its terms, and its trading advisor
before selecting one or more partnerships in which to invest.


     MORGAN STANLEY CHARTER GRAHAM L.P.



     Graham relies on technical information as the basis for its systematic
trading decisions. Graham believes that it can, over time, anticipate market
events using multiple quantitative mathematical models to determine its
systematic trading activities. The objective of the trading systems is to
identify positions in markets where the price action of a particular market
signals the computerized systems used by Graham that a potential trend in prices
is occurring. The systems are designed to mathematically analyze the recent
trading characteristics of each market and statistically compare such
characteristics to the long-term historical trading pattern of a particular
market. As a result of this analysis, the programs will utilize proprietary risk
management and trade filter strategies that are intended to enable the system to
benefit from sustained price trends while protecting the account from
unacceptable levels of risk and volatility exposure. One of the most important
objectives of Graham's programs is to strategically reduce leverage in markets
where it has achieved significant profits prior to substantial price reversal
using proprietary techniques designed to reduce volatility, without diluting net
returns. For a more detailed discussion of Graham and its various programs, see
"The Trading Advisors--Morgan Stanley Charter Graham L.P." on page * .



     MORGAN STANLEY CHARTER MILLBURN L.P.



     Millburn's trading methodology includes technical trend analysis, certain
non-trend-following technical systems, and risk management principles. The first
step in the trading methodology is the development of intermediate- to long-term
trading systems which generate buy or sell decisions in a


                                       27
<Page>

particular market based on the direction of the price trend in the market.
Millburn then tests the full range of the systems in each market traded against
five, ten or fifteen years of historical data to simulate the results the system
would have achieved in the markets had the system been used to make trading
decisions during the simulation period. Millburn applies a System Selection
Algorithm to simulate potential combinations of systems and searches for both an
optimal number and combination of systems in each market. The number of systems
ranges from 5 to 8, and the combination selected is designed to maximize Sharpe
ratio, subject to minimum levels of diversification among systems in the group.
Millburn also employs a Portfolio Allocation Algorithm designed to select a
portfolio with what Millburn believes to be `optimal' risk/reward statistics and
to dynamically shift the portfolio risk allocations into the markets and sectors
which offer the best potential for profit.



     In attempting to assess market volatility as a means of monitoring and
evaluating risk, Millburn uses a volatility overlay as a part of individual
market risk management. This system is designed to measure the risk in a
portfolio's position in a market and signals a decrease in position size when
risk increases and an increase in position size when risk decreases. Millburn's
volatility overlay maintains overall portfolio risk and distribution of risk
across markets within designated ranges. In addition to the volatility overlay,
Millburn's risk management focuses on money management principles applicable to
the portfolio as a whole rather than to individual markets and the careful
control of leverage or portfolio size.



     Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products. For a more detailed discussion of Millburn and its various
programs, see "The Trading Advisors--Morgan Stanley Charter Millburn L.P." on
page * .



     MORGAN STANLEY CHARTER WELTON L.P.



     Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend-following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.



     Welton's Alpha Portfolio utilizes fewer trading styles on a more limited
group of highly liquid global futures and options markets. Trading styles are
specifically focused on opportunities that have a low dependency on correct
directional positioning and timing of those positions.



     Ongoing research and development is a focused commitment of resources to
improve the consistency and quality of performance. It is Welton's position that
no single type of market movement, trading time frame, overall macroeconomic
environment, or any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. For a more detailed discussion of Welton and its various programs,
see "The Trading Advisors--Morgan Stanley Charter Welton L.P." on page * .



     MORGAN STANLEY CHARTER MSFCM L.P.



     Morgan Stanley Futures & Currency Management's trading methodology is trend
following in nature, attempting to identify long-term trends that are beginning
and taking positions that can potentially profit from a continuation of these
trends. Positions are maintained until certain price objectives are reached or
the trend is no longer detected in the data. Deciding when to enter and exit a
position and how much exposure to maintain is made systematically utilizing a
fixed set of technical rules and mathematical formulas that consider factors
such as daily price activity,


                                       28
<Page>

volatility, volume, and open interest. Although Morgan Stanley Futures &
Currency Management's trading methodology is generally universal across all
markets traded, variations are applied from sector to sector. In some markets,
Morgan Stanley Futures & Currency Management will maintain either a long or
short position at all times, but in other markets a position will only be taken
if a clear trend is determined. In addition, a longer term perspective may be
applied in certain market sectors when detecting rising versus declining trends.



     Determining which markets to trade and how much risk to allocate to each
market is accomplished using a combination of technical inputs and professional
judgment. Factors employed to scrutinize the potential contribution each market
can make to the overall portfolio include historical return, volatility, and
cross-correlations to other markets. Professional judgment is used in making the
final determination as to which markets to trade and takes into account such
things as market liquidity and cost of trading. Morgan Stanley Futures &
Currency Management allocates significant resources to maintain an active
research and development process. For a more detailed discussion of Morgan
Stanley Futures & Currency Management and its various programs, see "The Trading
Advisors--Morgan Stanley Charter MSFCM L.P." on page * .



MORGAN STANLEY CHARTER CAMPBELL L.P.



     Campbell makes trading decisions for all clients' accounts using
proprietary technical trading models which analyze market statistics. Campbell's
trading models are designed to detect and exploit medium- to long-term price
changes, while also applying proven risk management and portfolio management
principles. Campbell believes that utilizing multiple trading models for the
same client account provides an important level of diversification, and is most
beneficial when multiple contracts in each market are traded. Every trading
model may not trade every market. It is possible that one trading model may
signal a long position while another trading model signals a short position in
the same market. It is Campbell's intention to offset these signals to reduce
unnecessary trading, but if the signals are not simultaneous, both trades will
be taken and since it is unlikely that both positions would prove profitable, in
retrospect, one or both trades will appear to have been unnecessary. It is
Campbell's policy to follow trades signaled by each trading model independently
of the other models. Campbell's trading models may include trend-following
trading models, counter-trend trading models and trading models that do not seek
to identify or follow price trends at all.



     Campbell applies risk management and portfolio management strategies to
measure and manage overall portfolio risk. These strategies include portfolio
structure, risk balance, capital allocation, and risk limitation. One objective
of risk and portfolio management is to determine periods of relatively high and
low portfolio risk, and when such points are reached, Campbell & Company may
reduce or increase position size accordingly. It is possible, however, that this
reduction or increase in position size may not enhance the results achieved over
time. For a more detailed discussion of Campbell and its various programs, see
"The Trading Advisors-->Morgan Stanley Charter Campbell L.P." on page * .


TRADING POLICIES

     Material changes to the trading policies described below may be made only
with the prior written approval of limited partners owning more than 50% of
units then outstanding. The general partner will notify the limited partners
within seven business days after any material change in the partnership's
trading policies so approved by the limited partners.


     Each trading advisor will manage partnership funds in accordance with the
following trading policies. [Note: Bracketed language is only applicable to
Charter MSFCM.]



         1. The trading advisor will trade only in those futures, forwards, and
    options contracts that have been approved by the general partner. The
    partnership normally will not establish new positions in a futures, forward,
    or option contract for any one month if such additional positions would
    result in a net long or short position for that contract requiring as margin
    or


                                       29
<Page>

    premium more than 15% of the partnership's net assets. [In addition, Charter
    MSFCM will, except under extraordinary circumstances, maintain positions in
    commodity interest contracts in at least two market segments (i.e.,
    agricultural items, industrial items (including energies), metals,
    currencies, and financial instruments (including stock, financial, and
    economic indexes)) at any time.]


         2. The partnership will not acquire additional positions in any
    futures, forwards, or options contract if such additional positions would
    result in the aggregate net long or short positions for all futures,
    forwards, and options requiring as margin or premium for all outstanding
    positions more than 66 2/3% of the partnership's net assets. Under certain
    market conditions, such as an abrupt increase in margins required by a
    commodity exchange or its clearinghouse or an inability to liquidate open
    positions because of daily price fluctuation limits, or both, the
    partnership may be required to commit as margin amounts in excess of the
    foregoing limit. In such event, the trading advisor will reduce its open
    positions to comply with the foregoing limit before initiating new
    positions.


         3. The partnership will trade currencies and other commodities in the
    interbank and forward contract markets only with banks, brokers, dealers,
    and other financial institutions which the general partner, in conjunction
    with the non-clearing commodity broker, has determined to be creditworthy.
    In determining the creditworthiness of a counterparty to a forward contract,
    the general partner and the non-clearing commodity broker will consult with
    the Corporate Credit Department of Morgan Stanley DW.


         4. The trading advisor will not generally take a position after the
    first notice day in any futures, forward, or option contract during the
    delivery month of that contract, except to match trades to close out a
    position on the interbank foreign currency or other forward markets or
    liquidate trades in a limit market.

         5. The partnership will not employ the trading technique commonly known
    as "pyramiding," in which the speculator uses unrealized profits on existing
    positions in a given futures, forward, or option contract due to favorable
    price movement as margin specifically to buy or sell additional positions in
    the same or a related contract. Taking into account the partnership's open
    trade equity on existing positions in determining generally whether to
    acquire additional futures, forwards, and options positions on behalf of the
    partnership will not be considered to constitute "pyramiding."

         6. The partnership will not under any circumstances lend money to
    affiliates or otherwise. The partnership will not utilize borrowings except
    if the partnership purchases or takes delivery of commodities. If the
    partnership borrows money from the general partner or any affiliate thereof,
    the lender may not receive interest in excess of its interest costs, nor may
    the lender receive interest in excess of the amounts which would be charged
    the partnership (without reference to the general partner's financial
    abilities or guarantees) by unrelated banks on comparable loans for the same
    purpose, nor may the lender or any affiliate thereof receive any points or
    other financing charges or fees regardless of the amount. Use of lines of
    credit in connection with its forward trading does not, however, constitute
    borrowing for purposes of this trading limitation.

         7. The partnership will not permit "churning" of the partnership's
    assets.

         8. The partnership will not purchase, sell, or trade securities (except
    securities permitted by the CFTC for investment of customer funds). The
    partnership may, however, trade in futures contracts on securities and
    securities indices, options on such futures contracts, and other commodity
    options.

PERFORMANCE RECORDS


     A summary of performance information for each partnership from its
commencement of operations (March 1994 for Charter MSFCM, March 1999 for the
other three partnerships) through


                                       30
<Page>

January 31, 2002 is set forth in Capsules I through IV below. All performance
information has been calculated on an accrual basis in accordance with generally
accepted accounting principles. The "Current net asset value per unit" figure
for Charter MSFCM has been adjusted to reflect the 100-for-one unit conversion
in connection with the partnership becoming a part of the Charter Series. You
should read the footnotes on pages * and * , which are an integral part of the
following capsules.



     Since Charter Campbell is a new fund there is no performance information.
Until Charter Campbell has at least $8 million in assets, Campbell will trade
the partnership's assets pursuant to its Financial, Metal & Energy Program Small
(Above $5 million) Portfolio, thereafter Campbell will trade the partnership's
assets pursuant to its Financial, Metal & Energy Program Large Portfolio.
Capsule A-1 on page * and Capsule B-1 on page * are presented to show the pro
forma performance information for each trading program, each adjusted for the
brokerage, management, and incentive fees applied to Charter Campbell. The
footnotes to the pro forma Capsule performance summaries on page * are an
integral part of each Capsule.


     You are cautioned that the information set forth in each capsule is not
indicative of, and has no bearing on, any trading results which may be attained
by any partnership in the future. Past results are not a guarantee of future
results. We cannot assure you that a partnership will be profitable or will
avoid incurring substantial losses. You should also note that interest income
may constitute a significant portion of a partnership's total income and may
generate profits where there have been realized or unrealized losses from
futures, forwards, and options trading.

                                                                       CAPSULE I
                         PERFORMANCE OF CHARTER GRAHAM

     Type of pool: publicly-offered fund
     Inception of trading: March 1999

     Aggregate subscriptions: $50,694,359
     Current capitalization: $50,538,823
     Current net asset value per unit: $13.99
     Worst monthly % drawdown: (13.72)% (November 2001)
     Worst month-end peak-to-valley drawdown: (17.06)% (6 months, February
     2000-July 2000)
     Cumulative return since inception: (39.90)%


<Table>
<Caption>
                                                   MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
<S>                                   <C>          <C>        <C>        <C>
                                         %            %          %          %
January...........................        1.60       (1.99)      2.53
February..........................                    3.41      (2.37)
March.............................                    8.41       0.29       (8.00)
April.............................                  (10.66)     (4.94)       4.24
May...............................                    0.81      (3.97)      (5.94)
June..............................                   (0.64)     (5.51)       6.65
July..............................                   (3.57)     (1.80)      (2.60)
August............................                    6.05       7.09        4.70
September.........................                   14.82      (1.60)       1.22
October...........................                    9.18       2.93       (6.04)
November..........................                  (13.72)     16.54        1.82
December..........................                    0.88      13.47        8.32

Compound Annual/Period Rate of
  Return..........................        1.60        9.72      21.96        2.90
                                      (1 month)                          (10 months)
</Table>

                                       31
<Page>
                        PERFORMANCE OF CHARTER MILLBURN               CAPSULE II

     Type of pool: publicly-offered fund
     Inception of trading: March 1999

     Aggregate subscriptions: $44,348,998
     Current capitalization: $30,589,470
     Current net asset value per unit: $9.35
     Worst monthly % drawdown: (12.69)% (October 1999)
     Worst month-end peak-to-valley drawdown: (23.10)% (13 months, July
     1999-July 2000)
     Cumulative return since inception: (6.50)%


<Table>
<Caption>
                                                   MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
<S>                                   <C>          <C>        <C>        <C>
                                         %            %          %          %
January...........................        1.30        0.58       2.16
February..........................                   (2.29)     (1.79)
March.............................                    9.69      (5.26)      (0.50)
April.............................                   (6.69)      0.68        5.03
May...............................                    1.63      (2.25)      (3.54)
June..............................                   (3.01)     (4.72)       5.16
July..............................                   (6.21)     (1.45)      (3.77)
August............................                    2.69       3.07        0.98
September.........................                   (3.42)     (2.26)       0.19
October...........................                    4.69       4.02      (12.69)
November..........................                  (10.16)      4.45        1.44
December..........................                    2.33      16.59        1.53

Compound Annual/Period Rate of
  Return..........................        1.30      (11.25)     12.07       (7.20)
                                      (1 month)                          (10 months)
</Table>

                         PERFORMANCE OF CHARTER WELTON               CAPSULE III

     Type of pool: publicly-offered fund

     Inception of trading: March 1999


     Aggregate subscriptions: $34,502,243
     Current capitalization: $16,175,352
     Current net asset value per unit: $7.09
     Worst monthly % drawdown: (10.93)% (April 2001)
     Worst month-end peak-to-valley drawdown: (34.40)% (28 months, March
     1999-June 2001)
     Cumulative return since inception: (29.10)%


<Table>
<Caption>
                                                   MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
<S>                                   <C>          <C>        <C>        <C>
                                         %            %          %          %
January...........................       (0.56)      (5.37)     (6.05)
February..........................                   (2.84)      1.79
March.............................                    6.76       3.75       (7.70)
April.............................                  (10.93)     (6.43)       0.33
May...............................                   (3.49)     (3.02)      (3.46)
June..............................                   (5.20)     (2.61)       3.02
July..............................                    2.13      (4.85)      (4.13)
August............................                    3.88       2.68       (3.17)
September.........................                    0.57      (7.32)      (2.22)
October...........................                   10.43       2.12       (6.94)
November..........................                   (5.69)      1.93        6.43
December..........................                   (2.19)     11.11        7.85

Compound Annual/Period Rate of
  Return..........................       (0.56)     (13.05)     (8.17)     (10.70)
                                      (1 month)                          (10 months)
</Table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       32
<Page>

                                                                      CAPSULE IV
                          PERFORMANCE OF CHARTER MSFCM


Type of pool: publicly-offered fund


Inception of trading: March 1994
Aggregate subscriptions: $79,983,541
Current capitalization: $43,648,042
Current net asset value per unit: $17.20
Worst monthly % drawdown past five years: (9.69)% (October 1999)
Worst monthly % drawdown since inception: (12.87)% (January 1995)
Worst month-end peak-to-valley past five years: (15.87)% (21 months, November
1998-July 2000)

Worst month-end peak-to-valley since inception: (22.84)% (7 months, July
1994-January 1995)

Cumulative return since inception: 72.00%


<Table>
<Caption>
                                                               MONTHLY PERFORMANCE
                         ------------------------------------------------------------------------------------------------
         MONTH             2002       2001       2000       1999       1998       1997       1996       1995       1994
         -----             ----       ----       ----       ----       ----       ----       ----       ----       ----
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                            %          %          %          %          %          %          %          %          %
January................     1.65      (4.29)     (0.68)     (5.38)     (1.65)     10.03       2.85     (12.87)
February...............                0.42      (0.66)      1.34      (2.21)      6.10     (11.64)     11.47
March..................                7.07       4.72      (3.27)     (0.69)     (8.05)      0.89      28.77       2.28
April..................               (7.72)      2.15       2.78      (5.90)     (5.89)      3.90       4.41      (2.36)
May....................                5.96       2.34      (4.36)      6.70       0.37      (4.67)      1.21       2.58
June...................               (2.10)     (4.32)      0.54      (0.81)      0.41      (1.55)     (2.60)      2.15
July...................               (0.93)     (7.75)     (0.47)     (4.53)     15.17       5.97       0.48      (4.57)
August.................                4.68       3.32       5.00      15.33      (3.21)     (2.48)      3.58      (5.22)
September..............               (1.29)     (1.33)      0.14       1.62       4.51       4.88      (4.93)     (1.44)
October................                7.54       1.29      (9.69)      1.57      (4.59)      8.88      (1.79)      4.96
November...............               (7.80)      4.31       2.39      (5.12)      6.81       7.53      (4.17)      1.72
December...............               (3.31)     20.52       2.35       2.44       4.43      (8.37)      1.68      (6.95)
Compound Annual/ Period
  Rate of Return.......     1.65      (3.31)     23.77      (9.21)      5.07      26.22       3.97      21.88      (7.32)
                         (1 month)                                                                               (10 months)
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.




                       FOOTNOTES TO CAPSULES I THROUGH IV


     "Aggregate subscriptions" represent the total amount received for all units
purchased by investors since the partnership commenced operations.

     "Drawdown" means decline in net asset value per unit.

     "Worst month-end peak-to-valley drawdown" is the largest decline
experienced by the partnership, determined in accordance with CFTC Rule 4.10(1),
and represents the greatest cumulative percentage decline from any month-end net
asset value per unit that occurs without such month-end net asset value per unit
being equaled or exceeded as of a subsequent month-end net asset value per unit.
For example, if the net asset value per unit of a partnership was $15 and
declined by $1 in each of January and February, increased by $1 in March and
declined again by $2 in April, a "peak-to-valley drawdown" analysis conducted as
of the end of April would consider that "drawdown" to be still continuing and to
be $3 in amount because the $15 initial month-end net asset value per unit had
not been equalled or exceeded by a subsequent month-end net asset value per
unit, whereas if the net asset value of a unit had increased by $2 in March, the
January-February drawdown would have ended as of the end of February at the $2
level because the $15 initial net asset value per unit would have been equaled
in March. Such "drawdowns" are measured on the basis of month-end net asset
values only, and do not reflect intra-month figures.

     "Monthly Performance" is the percentage change in net asset value per unit
from one month to another.

                                       33
<Page>

     "Compound Annual/Period Rate of Return" is calculated by multiplying on a
compound basis each of the monthly rates of return and not by adding or
averaging such monthly rates of return. For periods of less than one year, the
results are year-to-date.





ADDITIONAL PARTNERSHIPS


     In the future, additional partnerships may be added to the Charter Series
of partnerships and units of limited partnership interest of such partnerships
may be offered pursuant to a separate prospectus or an updated version of, or
supplement to, this prospectus. Such partnerships will generally have different
trading advisors and may have substantially different trading approaches or fee
structures. You should carefully review any such separate prospectus, updated
version of, or supplement to, this prospectus before making the decision to
purchase units in any new Charter Series partnership.

AVAILABILITY OF EXCHANGE ACT REPORTS


     The partnerships are required to file periodic reports with the SEC, such
as annual and quarterly reports, and proxy statements. You may read any of these
filed documents, or obtain copies by paying prescribed charges, at the SEC's
public reference rooms located at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; 233 Broadway, New York, New York 10279; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. The
partnerships' SEC filings are also available to the public from the SEC's Web
site at "http:// www.sec.gov." Their SEC file numbers are 0-25603 (Charter
Graham), 0-25605 (Charter Millburn), 0-25607 (Charter Welton), and 0-26282
(Charter MSFCM).


                                       34
<Page>
                            SELECTED FINANCIAL DATA
                     AND SELECTED QUARTERLY FINANCIAL DATA


     The following are the results of operations and selected quarterly
financial data for each partnership for the periods indicated. Per unit results
for Charter MSFCM have been adjusted to reflect a 100-for-1 unit conversion that
became effective on December 1, 2000.


                                 CHARTER GRAHAM

SELECTED FINANCIAL DATA


<Table>
<Caption>
                                                                                            FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
<S>                                                          <C>            <C>             <C>
REVENUES
Trading profit (loss):
  Realized................................................     9,678,296      4,638,274             839,458
  Net change in unrealized................................    (2,549,392)     2,344,969           1,070,531
                                                             -----------    -----------         -----------
    Total Trading Results.................................     7,128,904      6,983,243           1,909,989
Interest income (Morgan Stanley DW).......................     1,250,516      1,242,395             444,815
                                                             -----------    -----------         -----------
    Total.................................................     8,379,420      8,225,638           2,354,804
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     2,476,549      1,517,906             723,042
Incentive fees............................................     1,936,526        950,165           --
Management fees...........................................       707,585        433,688             206,583
                                                             -----------    -----------         -----------
    Total.................................................     5,120,660      2,901,759             929,625
                                                             -----------    -----------         -----------
NET INCOME................................................     3,258,760      5,323,879           1,425,179
                                                             ===========    ===========         ===========
NET INCOME ALLOCATION:
Limited Partners..........................................     3,223,806      5,265,407           1,408,675
General Partner...........................................        34,954         58,472              16,504
NET INCOME PER UNIT:
Limited Partners..........................................          1.22           2.26                 .29
General Partner...........................................          1.22           2.26                 .29
TOTAL ASSETS AT END OF PERIOD.............................    48,611,167     30,380,410          21,028,305
TOTAL NET ASSETS AT END OF PERIOD.........................    47,940,768     28,771,158          20,661,112
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................         13.77          12.55               10.29
General Partner...........................................         13.77          12.55               10.29
</Table>


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<Table>
<Caption>
                                                           REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
<S>                                                       <C>                 <C>             <C>
2001
March 31...............................................   $ 4,236,263          $ 2,946,614           $ 1.24
June 30................................................    (2,807,638)          (3,534,187)           (1.45)
September 30...........................................     7,364,979            6,253,933             2.15
December 31............................................      (414,184)          (2,407,600)           (0.72)
                                                          -----------          -----------           ------
Total..................................................   $ 8,379,420          $ 3,258,760           $ 1.22
                                                          ===========          ===========           ======
2000
March 31...............................................   $   645,703          $    76,251           $ 0.04
June 30................................................    (2,661,171)          (3,154,240)           (1.42)
September 30...........................................     1,159,061              695,863             0.31
December 31............................................     9,082,045            7,706,005             3.33
                                                          -----------          -----------           ------
Total..................................................   $ 8,225,638          $ 5,323,879           $ 2.26
                                                          ===========          ===========           ======
</Table>

                                       35
<Page>
                                CHARTER MILLBURN

SELECTED FINANCIAL DATA


<Table>
<Caption>
                                                                                            FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
<S>                                                          <C>            <C>             <C>
REVENUES
Trading profit (loss):
  Realized................................................     1,548,568         76,367          (2,134,562)
  Net change in unrealized................................    (3,536,111)     4,050,018             920,823
                                                             -----------    -----------         -----------
    Total Trading Results.................................    (1,987,543)     4,126,385          (1,213,739)
Interest income (Morgan Stanley DW).......................     1,143,337      1,404,756             559,942
                                                             -----------    -----------         -----------
    Total.................................................      (844,206)     5,531,141            (653,797)
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     2,168,012      1,699,726             912,182
Management fees...........................................       619,432        485,636             260,624
Incentive fees............................................       --             --                  103,350
                                                             -----------    -----------         -----------
    Total.................................................     2,787,444      2,185,362           1,276,156
                                                             -----------    -----------         -----------
NET INCOME (LOSS).........................................    (3,631,650)     3,345,779          (1,929,953)
                                                             ===========    ===========         ===========
NET INCOME (LOSS) ALLOCATION:
Limited Partners..........................................    (3,592,200)     3,310,250          (1,909,044)
General Partner...........................................       (39,450)        35,529             (20,909)
NET INCOME (LOSS) PER UNIT:
Limited Partners..........................................         (1.17)          1.12                (.72)
General Partner...........................................         (1.17)          1.12                (.72)
TOTAL ASSETS AT END OF PERIOD.............................    30,701,006     30,595,019          23,708,029
TOTAL NET ASSETS AT END OF PERIOD.........................    30,218,601     29,782,599          23,303,720
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................          9.23          10.40                9.28
General Partner...........................................          9.23          10.40                9.28
</Table>


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<Table>
<Caption>
                                                           REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
<S>                                                       <C>                 <C>             <C>
2001
March 31...............................................   $ 3,124,647          $ 2,445,156           $ 0.81
June 30................................................    (1,983,688)          (2,716,749)           (0.90)
September 30...........................................    (1,530,647)          (2,225,909)           (0.72)
December 31............................................      (454,518)          (1,134,148)           (0.36)
                                                          -----------          -----------           ------
Total..................................................   $  (844,206)         $(3,631,650)          $(1.17)
                                                          ===========          ===========           ======
2000
March 31...............................................   $  (702,882)         $(1,243,143)          $(0.46)
June 30................................................      (988,574)          (1,542,703)           (0.55)
September 30...........................................       362,262             (173,618)           (0.06)
December 31............................................     6,860,335            6,305,243             2.19
                                                          -----------          -----------           ------
Total..................................................   $ 5,531,141          $ 3,345,779           $ 1.12
                                                          ===========          ===========           ======
</Table>

                                       36
<Page>
                                 CHARTER WELTON

SELECTED FINANCIAL DATA


<Table>
<Caption>
                                                                                            FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
<S>                                                          <C>            <C>             <C>
REVENUES
Trading profit (loss):
  Realized................................................     1,237,257     (2,859,783)         (1,636,293)
  Net change in unrealized................................    (3,175,394)     1,578,590           1,722,849
                                                             -----------    -----------         -----------
    Total Trading Results.................................    (1,938,137)    (1,281,193)             86,556
Interest income (Morgan Stanley DW).......................       764,243      1,274,899             521,699
                                                             -----------    -----------         -----------
    Total.................................................    (1,173,894)        (6,294)            608,255
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     1,369,546      1,547,098             852,522
Management fees...........................................       391,300        442,028             243,578
                                                             -----------    -----------         -----------
    Total.................................................     1,760,846      1,989,126           1,096,100
                                                             -----------    -----------         -----------
NET LOSS..................................................    (2,934,740)    (1,995,420)           (487,845)
                                                             ===========    ===========         ===========
NET LOSS ALLOCATION:
Limited Partners..........................................    (2,900,116)    (1,972,281)           (481,546)
General Partner...........................................       (34,624)       (23,139)             (6,299)
NET LOSS PER UNIT:
Limited Partners..........................................         (1.07)         (0.73)              (1.07)
General Partner...........................................         (1.07)         (0.73)              (1.07)
TOTAL ASSETS AT END OF PERIOD.............................    17,371,314     23,235,404          23,455,371
TOTAL NET ASSETS AT END OF PERIOD.........................    16,653,076     22,309,441          23,077,361
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................          7.13           8.20                8.93
General Partner...........................................          7.13           8.20                8.93
</Table>


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<Table>
<Caption>
                                                           REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
<S>                                                       <C>                 <C>             <C>
2001
March 31...............................................   $   104,263          $  (380,499)          $(0.15)
June 30................................................    (3,654,962)          (4,114,323)           (1.49)
September 30...........................................     1,580,750            1,175,041             0.44
December 31............................................       796,055              385,041             0.13
                                                          -----------          -----------           ------
Total..................................................   $(1,173,894)         $(2,934,740)          $(1.07)
                                                          ===========          ===========           ======
2000
March 31...............................................   $   388,352          $  (124,909)          $(0.07)
June 30................................................    (2,342,058)          (2,871,389)           (1.03)
September 30...........................................    (1,594,584)          (2,083,265)           (0.74)
December 31............................................     3,541,996            3,084,143             1.11
                                                          -----------          -----------           ------
Total..................................................   $    (6,294)         $(1,995,420)          $(0.73)
                                                          ===========          ===========           ======
</Table>

                                       37
<Page>
                                 CHARTER MSFCM

SELECTED FINANCIAL DATA


<Table>
<Caption>
                                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                 2001         2000         1999         1998         1997
                                                              ----------   ----------   ----------   ----------   ----------
                                                                  $            $            $            $            $
<S>                                                           <C>          <C>          <C>          <C>          <C>
REVENUES
Trading profit (loss):
 Realized...................................................   5,807,007    5,655,002   (3,118,414)  10,745,170    9,351,615
 Net change in unrealized...................................  (4,973,466)   3,263,304    1,054,886   (6,135,777)   5,066,794
                                                              ----------   ----------   ----------   ----------   ----------
   Total Trading Results....................................     833,541    8,918,306   (2,063,528)   4,609,393   14,418,409
Interest income (Morgan Stanley DW).........................   1,431,775    1,611,060    1,492,539    1,722,659    1,839,463
                                                              ----------   ----------   ----------   ----------   ----------
   Total....................................................   2,265,316   10,529,366     (570,989)   6,332,052   16,257,872
                                                              ----------   ----------   ----------   ----------   ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)..........................   2,759,119    1,821,573    2,089,386    2,293,998    2,944,705
Management fees (Morgan Stanley Futures & Currency
 Management)................................................     788,319      982,932    1,194,754    1,365,216    1,393,730
Incentive fees (Morgan Stanley Futures & Currency
 Management)................................................     148,065      205,168       --          284,832    1,009,675
Transaction fees and costs..................................      --           83,748      134,354      154,590      186,730
Administrative expenses.....................................      --           66,000       72,000       74,000       96,000
                                                              ----------   ----------   ----------   ----------   ----------
   Total....................................................   3,695,503    3,159,421    3,490,494    4,172,636    5,630,840
                                                              ----------   ----------   ----------   ----------   ----------
NET INCOME (LOSS)...........................................  (1,430,187)   7,369,945   (4,061,483)   2,159,416   10,627,032
                                                              ==========   ==========   ==========   ==========   ==========
NET INCOME (LOSS) ALLOCATION:
Limited Partners............................................  (1,410,776)   7,257,147   (4,013,384)   2,098,465   10,408,317
General Partner.............................................     (19,411)     112,798      (48,099)      60,951      218,715
NET INCOME (LOSS) PER UNIT:
Limited Partners............................................       (0.58)        3.36        (1.43)        0.75         3.08
General Partner.............................................       (0.58)        3.36        (1.43)        0.75         3.08
TOTAL ASSETS AT END OF PERIOD...............................  43,514,194   38,755,372   36,874,230   45,904,521   48,991,106
TOTAL NET ASSETS AT END OF PERIOD...........................  42,399,948   37,382,311   36,185,214   45,472,168   48,002,629
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners............................................       16.92        17.50        14.14        15.57        14.82
General Partner.............................................       16.92        17.50        14.14        15.57        14.82
</Table>


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<Table>
<Caption>
                                                                                                    NET INCOME
                                                            REVENUE/                                (LOSS) PER
                                                          (NET TRADING              NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)             INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   ------------         -------------   --------------------
<S>                                                       <C>                  <C>             <C>
2001
March 31...............................................   $ 2,101,728           $ 1,128,332           $ 0.51
June 30................................................      (817,393)           (1,676,192)           (0.77)
September 30...........................................     1,841,035               942,776             0.41
December 31............................................      (860,054)           (1,825,103)           (0.73)
                                                          -----------           -----------           ------
Total..................................................   $ 2,265,316           $(1,430,187)          $(0.58)
                                                          ===========           ===========           ======
2000
March 31...............................................   $ 2,017,694           $ 1,142,792           $ 0.47
June 30................................................       766,640                36,666             0.00
September 30...........................................    (1,355,919)           (2,028,558)           (0.87)
December 31............................................     9,100,951             8,219,045             3.76
                                                          -----------           -----------           ------
Total..................................................   $10,529,366           $ 7,369,945           $ 3.36
                                                          ===========           ===========           ======
</Table>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


LIQUIDITY

     Assets of each partnership are deposited with the commodity brokers in
separate futures, forwards, and options trading accounts established for the
trading advisor for the partnership and are used as margin to engage in trading.
The assets are held in either non-interest bearing bank accounts or in
securities and instruments permitted by the CFTC for investment of customer
segregated or secured funds. Each partnership's assets held by the commodity
brokers may be used as margin solely for the partnership's trading. Since each
partnership's sole purpose is to

                                       38
<Page>
trade in futures, forwards, and options, it is expected that each partnership
will continue to own liquid assets for margin purposes.

     Each partnership's investment in futures, forwards, and options may, from
time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in
prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Trades may not be executed at prices
beyond the daily limit. If the price for a particular futures or options
contract has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several consecutive
days with little or no trading. These market conditions could prevent a
partnership from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

     There is no limitation on daily price moves in trading forward contracts on
foreign currency. The markets for some world currencies have low trading volume
and are illiquid, which may prevent a partnership from trading in potentially
profitable markets or prevent a partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial losses.
Either of these market conditions could result in restrictions on redemptions.

     The partnerships have not had illiquidity affect a material portion of
their assets.

CAPITAL RESOURCES


     The partnerships do not have, nor expect to have, any capital assets.
Redemptions, exchanges, and sales of additional units in the future will affect
the amount of funds available for investment in futures, forwards, and options
in subsequent periods. It is not possible to estimate the amount and therefore
the impact of future redemptions of units.


RESULTS OF OPERATIONS


     General. Each partnership's results depend on its trading advisor and the
ability of the trading advisor's trading program to take advantage of price
movements or other profit opportunities in the futures, forwards, and options
markets. The following presents a summary of the operations for the two years
ended December 31, 2001 and for the period from March 1, 1999 (commencement of
operations) to December 31, 1999 for Charter Graham, Charter Millburn, and
Charter Welton, the three years ended December 31, 2001 for Charter MSFCM, and a
general discussion of each partnership's trading activities during those
periods. It is important to note, however, that each trading advisor trades in
various markets at different times and that prior activity in a particular
market does not mean that such market will be actively traded by the trading
advisors or will be profitable in the future. Consequently, the results of
operations of each partnership are difficult to discuss other than in the
context of its trading advisor's trading activities on behalf of the partnership
and how the partnership has performed in the past.



     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER GRAHAM L.P.



     2001 Results. For the year ended December 31, 2001, Charter Graham posted
an increase in net asset value per unit. The most significant gains of
approximately 12.3% were recorded in the global interest rate futures markets
primarily during August and September from long positions in U.S. interest rate
futures as domestic bond prices trended higher amid concerns for the U.S.
economy, declining stock prices, as well as in reaction to the Federal Reserve's
interest rate cuts. Smaller gains were recorded from long positions in
short-term European interest rate futures as prices trended higher. In the
global stock index futures markets, gains of approximately 7.4% were recorded
primarily during the third quarter from short positions in DAX, TOPIX, and
Nikkei Index futures as equity prices moved sharply lower on corporate profit
warnings and amid worries regarding global economic uncertainty. In the metals
markets, gains of approximately 4.1% were recorded primarily throughout the
third quarter from short futures positions in copper and zinc as base metals
prices trended lower as a result of increased supplies and weak demand. A
portion of


                                       39
<Page>

the partnership's overall gains was partially offset by losses of approximately
1.5% recorded in the agricultural markets from trading soybean meal and soybean
oil futures.



     For the year ended December 31, 2001, Charter Graham recorded total trading
revenues, including interest income, of $8,379,420. Total expenses for the year
were $5,120,660, resulting in net income of $3,258,760. The net asset value of a
unit increased from $12.55 at December 31, 2000 to $13.77 at December 31, 2001.



     2000 Results. For the year ended December 31, 2000, Charter Graham posted
an increase in net asset value per unit. The most significant gains of
approximately 15.8% were recorded in the currency markets primarily during
January, April, August, and October from short positions in the euro and Swiss
franc as the value of these European currencies weakened relative to the U.S.
dollar amid skepticism about Europe's economic outlook. Additional gains were
recorded primarily during November from short positions in the Korean won as its
value weakened versus the U.S. dollar due to concerns over political and
economic woes in that region. In the interest rate futures markets, gains of
approximately 12.9% were recorded primarily during November and December from
long positions in U.S. interest rate futures as prices climbed higher amid a
drop in stock prices and as fears of an economic slowdown drew investors to the
perceived safety of government securities. Additional gains were recorded during
December from long positions in European and Australian interest rate futures as
prices in these markets rose amid the speculation that the U.S. Federal Reserve
would lower interest rates in the near future. In the energy markets, gains of
approximately 11.9% were recorded primarily during May, August, September,
November, and December from long positions in natural gas futures as prices
climbed to all-time highs amid supply and storage concerns. A portion of the
partnership's overall gains was partially offset by losses of approximately 3.7%
recorded in the metals markets primarily during November and December from long
positions in copper and aluminum futures as prices declined after concerns
mounted that demand would weaken amid a cooling of the U.S. economy.



     For the year ended December 31, 2000, Charter Graham recorded total trading
revenues, including interest income, of $8,225,638. Total expenses for the year
ended December 31, 2000 were $2,901,759, resulting in net income of $5,323,879.
The net asset value of a unit increased from $10.29 at December 31, 1999 to
$12.55 at December 31, 2000.



     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Graham posted an increase in net
asset value per unit. The most significant gains of approximately 7.2% were
recorded in the global stock index futures markets primarily during the fourth
quarter. Gains were recorded in the U.S., approximately 10.8%, and European,
approximately 4.3%, equity markets as many markets experienced significant
year-end rallies. The overall strength of U.S. stocks boosted European stocks
specifically in Germany, France, and Spain. Additional gains of approximately
4.9% were recorded in the metals markets primarily during the first and fourth
quarters from long positions in aluminum and copper as prices increased on
technical factors and a healthy economic outlook for most industrialized
nations' economies in the year ahead. Trading in the energy markets produced
gains of approximately 2.2% as OPEC cooperated with other major global oil
producing countries to rein in production and allow for the drawing down of
inventories that had grown steadily throughout 1998. Long positions in crude oil
benefited from the improving global demand for energy and the decreased supply.
A portion of the partnership's overall gains was offset by losses of
approximately 1.5% recorded in the agricultural markets. Short corn futures
positions proved unprofitable when prices reversed higher in the second quarter
on a seasonally driven rally.



     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Graham recorded total trading revenues, including
interest income, of $2,354,804. Total expenses for the period were $929,625,
resulting in net income of $1,425,179. The value of a unit increased from $10.00
at inception of trading on March 1, 1999 to $10.29 at December 31, 1999.


                                       40
<Page>

     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER MILLBURN L.P.



     2001 Results. For the year ended December 31, 2001, Charter Millburn posted
a decrease in net asset value per unit. The most significant losses of
approximately 12.7% were recorded in the energy markets throughout the first
nine months of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. In the soft commodities markets,
losses of approximately 1.0% were experienced from short positions in sugar
futures as prices reversed higher on supply concerns. Smaller losses of
approximately 0.8% were recorded in the agricultural markets primarily during
July from previously established short corn futures positions as prices
increased on forecasts for hotter and drier weather in the U.S. midwest. A
portion of the partnership's overall losses was partially offset by gains of
approximately 4.6% recorded throughout a majority of the third quarter in the
global stock index futures markets from short positions in Hang Seng and DAX
Index futures as equity prices moved sharply lower on corporate profit warnings
and amid worries regarding global economic uncertainty. Additional gains of
approximately 2.9% were recorded in the global interest rate futures markets
primarily during August and September from long positions in short-term U.S.
interest rate futures as prices trended higher following interest rate cuts by
the U.S. Federal Reserve and as investors sought the safe-haven of shorter
maturity fixed income investments. Smaller profits of approximately 1.6% were
recorded in the currency markets during the first quarter and also during
December from short positions in the Japanese yen as its value weakened relative
to the U.S. dollar amid concerns for the ailing Japanese economy.



     For the year ended December 31, 2001, Charter Millburn recorded total
trading losses, net of interest income, of $844,206. Total expenses for the year
were $2,787,444, resulting in a net loss of $3,631,650. The net asset value of a
unit decreased from $10.40 at December 31, 2000 to $9.23 at December 31, 2001.



     2000 Results. For the year ended December 31, 2000, Charter Millburn posted
an increase in net asset value per unit. The most significant gains of
approximately 11.1% were recorded in the energy markets primarily during
February, May, June, August, October, and November from long positions in crude
oil futures and its refined products as oil prices increased on concerns about
future output levels from the world's leading producer countries amid increasing
demand and rising concerns regarding supplies and production levels. Additional
gains were recorded during May, August, September, and December from long
positions in natural gas futures as prices trended higher on supply and storage
concerns. In the global interest rate futures markets, gains of approximately
8.1% were recorded primarily during August, November, and December from long
positions in U.S. interest rate futures as prices climbed higher amid a drop in
stock prices and as fears of an economic slowdown drew investors to the
perceived safety of government securities. Additional gains were recorded during
December from long positions in European interest rate futures as prices rose
amid speculation that the U.S. Federal Reserve would lower interest rates. A
portion of the partnership's overall gains was partially offset by losses of
approximately 3.3% recorded in the global stock index futures markets primarily
from long futures positions in the Hang Seng Index as most global equity prices
reversed lower in early January amid fears of interest rate hikes. During March
and June, additional losses were recorded from trading Hang Seng Index futures
due to trendless price movement within most of the world's stock markets.



     For the year ended December 31, 2000, Charter Millburn recorded total
trading revenues, including interest income, of $5,531,141. Total expenses for
the year ended December 31, 2000 were $2,185,362, resulting in net income of
$3,345,779. The net asset value of a unit increased from $9.28 at December 31,
1999 to $10.40 at December 31, 2000.



     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Millburn posted a decrease in net
asset value per unit. The most significant losses of approximately 4.3% were
recorded in the global interest rate futures markets. The partnership
experienced losses in the third and fourth quarters from short positions in


                                       41
<Page>

Japanese interest rate futures as prices moved higher amid fears that a strong
yen may slow that nation's budding recovery. Losses were also recorded during
April and May from long U.S. interest rate futures positions as prices dropped
in reaction to Federal Reserve Chairman Alan Greenspan's warnings that a strong
economy could reignite inflation. Fears that the Federal Reserve eventually
could boost target interest rates pushed down domestic bond prices during the
first and second quarters and forced yields higher. During July and August, long
U.S. interest rate futures positions resulted in additional losses as domestic
bond prices moved temporarily lower after Federal Reserve Chairman Alan
Greenspan commented that central bankers must consider stock prices when setting
monetary policy and as economic reports added to concern that the U.S. Federal
Reserve will raise interest rates. Additional losses of approximately 3.0% were
experienced in the currency markets primarily during the third quarter from
short positions in the Swiss franc and the euro as the value of these currencies
moved higher relative to the U.S. dollar. A portion of the overall losses was
offset by gains of approximately 1.7% recorded in the metals markets primarily
from long gold and aluminum futures positions. An announcement by a group of
European central banks abruptly reversed gold prices higher late in the third
quarter resulting in gains for long gold futures positions. Aluminum prices also
increased during the year on technical factors and a healthy economic outlook
for most industrialized nations' economies in the year ahead. Trading in the
energy markets produced gains of approximately 1.2% as OPEC cooperated with
other major global oil producing countries to rein in production thus pushing
prices higher. Crude oil and its refined products all benefited from the
improving global demand for energy and the decreased supply of crude oil.



     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Millburn recorded total trading losses net of
interest income of $653,797. Total expenses for the period were $1,276,156,
resulting in a net loss of $1,929,953. The net asset value of a unit decreased
from $10.00 at inception of trading on March 1, 1999 to $9.28 at December 31,
1999.



     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER WELTON L.P.



     2001 Results. For the year ended December 31, 2001, Charter Welton posted a
decrease in net asset value per unit. The most significant losses of
approximately 10.2% were recorded in the energy markets throughout the first
nine months of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. In the currency markets, losses of
approximately 7.8% were experienced primarily during January and February from
crossrate transactions involving the euro relative to the Japanese yen due to
short term volatility as a result of conflicting economic signals and a surprise
cut in the discount rate by the Bank of Japan. Smaller losses of approximately
5.3% were recorded in the metals markets primarily during April and early May
from short gold futures positions as prices climbed higher on weakness in the
U.S. dollar. These losses were partially offset by gains of approximately 18.5%
recorded in the global interest rate futures markets primarily during August and
September from long positions in short-term U.S. interest rate futures as prices
trended higher following interest rate cuts by the U.S. Federal Reserve and as
investors sought the safe-haven of shorter maturity fixed income investments.
Smaller gains of approximately 0.4% were recorded in the soft commodities
markets primarily during February from short cotton futures positions as cotton
prices declined on weak export sales and low demand.



     For the year ended December 31, 2001, Charter Welton recorded total trading
losses, net of interest income, of $1,173,894. Total expenses for the year were
$1,760,846, resulting in a net loss of $2,934,740. The net asset value of a unit
decreased from $8.20 at December 31, 2000 to $7.13 at December 31, 2001.



     2000 Results. For the year ended December 31, 2000, Charter Welton posted a
decrease in net asset value per unit. The most significant losses of
approximately 10.8% were recorded in the global stock index futures markets
primarily during January from long positions in U.S. stock


                                       42
<Page>

index futures as U.S. and European equity prices reversed lower, after rallying
higher in December 1999, amid fears of interest rate hikes in the U.S. and
Europe. During April, additional losses were recorded from long U.S. stock index
futures positions as domestic equity prices declined following the release of an
unexpected jump in the Consumer Price Index. In the metals markets, losses of
approximately 5.6% resulted primarily from short aluminum futures positions as
prices reversed sharply higher during mid-June on institutional buying and fears
that U.S. capacity could be hit further by power shortages. Additional losses
were incurred throughout the fourth quarter from long positions in copper and
aluminum futures as prices declined after concerns mounted that demand would
weaken amid a cooling of the U.S. economy. A portion of the partnership's
overall losses was partially offset by gains of approximately 7.2% recorded in
the energy markets primarily during November and December from long positions in
natural gas futures as prices trended higher on supply and storage concerns. In
the global interest rate futures markets, gains of approximately 6.5% were
recorded primarily during August and December from long positions in U.S.
interest rate futures as prices climbed higher amid a drop in stock prices and
as fears of an economic slowdown drew investors to the perceived safety of
government securities.



     For the year ended December 31, 2000, Charter Welton recorded total trading
losses, net of interest income, of $6,294. Total expenses for the year ended
December 31, 2000 were $1,989,126, resulting in a net loss of $1,995,420. The
net asset value of a unit decreased from $8.93 at December 31, 1999 to $8.20 at
December 31, 2000.



     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Welton posted a decrease in net
asset value per unit. The most significant losses of approximately 6.3% occurred
in the global interest rate futures markets. Charter Welton experienced losses
in the third quarter from short positions in Japanese interest rate futures as
prices moved higher amid fears that a strong yen may slow that nation's budding
recovery. In addition, positions in U.S. and European bonds proved unprofitable
as price volatility and choppiness experienced during the year limited the
ability to capitalize on trends. Additional losses of approximately 4.3% were
recorded in the soft commodities markets primarily in coffee futures due to
weather driven volatility in Brazil, which is the world's largest producer of
coffee. A portion of the partnership's overall losses was offset by gains of
approximately 11.2% recorded in the global stock index futures markets
particularly from long positions in U.S. and European equity markets. These long
positions in U.S. and European equity index futures were especially profitable
as many markets experienced significant year-end rallies. Trading in the energy
markets produced gains of approximately 0.8% as OPEC cooperated with other major
global oil producing countries to rein in production and allow for the drawing
down of inventories that had grown steadily through 1998. Crude oil and its
refined products all benefited from the improving global demand for energy and
the decreased supply of crude oil.



     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Welton recorded total trading revenues, including
interest income, of $608,255. Total expenses for the period were $1,096,100,
resulting in a net loss of $487,845. The net asset value of a unit decreased
from $10.00 at inception of trading on March 1, 1999 to $8.93 at December 31,
1999.



     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER MSFCM L.P.



     General. All per unit amounts have been restated to reflect the 100-for-1
unit conversion that took place when Charter MSFCM became part of the Charter
Series of partnerships.



     2001 Results. For the year ended December 31, 2001, Charter MSFCM posted a
decrease in net asset value per unit. The most significant losses of
approximately 6.2% were recorded in the currency markets primarily during July
and September from transactions involving the euro relative to the British
pound. Smaller losses of approximately 1.6% were recorded in the metals markets
primarily during April and early May from short gold futures positions as prices
climbed higher on weakness in the U.S. dollar. Smaller losses of approximately
1.3% were recorded throughout the first nine months of the year from trading in
crude oil futures and its related


                                       43
<Page>

products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. A portion of the partnership's
overall losses was partially offset by gains of approximately 13.1% were
recorded in the global interest rate futures markets during the first and third
quarter and during October from long positions in German interest rate futures
as prices trended higher in response to an interest rate cut by the European
Central Bank, strength in the euro, and weakness in global equity prices.
Additional profits were recorded throughout a majority of the first quarter from
long positions in eurodollar futures as prices rose amid a rattled stock market,
shaky consumer confidence, positive inflation data, and interest rate cuts by
the U.S. Federal Reserve. During September and October, profits were recorded
from long positions as prices continued trending higher amid continued concerns
for the sluggish U.S. economy, interest rate cuts by the U.S. Federal Reserve,
and as investors sought a safe haven from declining stock prices.



     For the year ended December 31, 2001, Charter MSFCM recorded total trading
revenues, including interest income, of $2,265,316. Total expenses for the year
were $3,695,503, resulting in a net loss of $1,430,187. The net asset value of a
unit decreased from $17.50 at December 31, 2000 to $16.92 at December 31, 2001.



     2000 Results. For the year ended December 31, 2000, Charter MSFCM posted an
increase in net asset value per unit. The partnership posted gains in 2000 as a
result of strong trends in the energy and currency futures markets. In the
energy sector, profits of approximately 20.2% resulted primarily from long
positions in the natural gas and crude oil futures markets. Natural gas saw its
price rise to record levels in 2000. Recent low inventory levels, sluggish
supply, and cold winter weather combined to push prices to such high levels. In
the crude oil market, gains were realized from long positions earlier in the
year as prices rose to nine-year highs on a combination of cold weather,
declining inventories, and increasing demand. In addition, concerns about future
output levels from the world's leading producer countries added to the upward
price momentum. Later in the year, however, profits resulted from short
positions as the price of crude oil futures fell on expectations that Iraqi oil
exports would resume and on fears that the slowdown in the economy would curb
demand while at the same time increase supply. In the currency markets, gains of
approximately 15.4% were recorded primarily from short positions in the euro,
Swiss franc, and Swedish krona as the value of these European currencies
weakened relative to the U.S. dollar amid skepticism about Europe's economic
outlook. Strong economic data out of the U.S. and interest rate hikes in the
U.S. also boosted the dollar and, subsequently, added to the euro's
difficulties. Later in the year as the bullish trend in the U.S. dollar
reversed, additional gains were recorded from long positions in the euro, Swiss
franc, and Swedish krona verses the U.S. dollar as a result of new confidence in
the European economy and an overall skepticism regarding the U.S. economy. A
portion of these gains was offset by losses experienced in the metals and stock
index futures markets. The majority of losses, approximately 8.8%, were
experienced in the metals markets primarily from aluminum futures. From a
technical standpoint, the price of aluminum traded in a very volatile pattern
throughout the year leaving little opportunity for the development of trends. In
addition, long positions in this market, particularly in the second half of the
year, resulted in losses as price declined after concerns mounted that demand
would weaken amid a cooling of the U.S. economy. Losses of approximately 6.1%
were recorded in the global stock index futures markets. The S&P 500 Index
traded in a very choppy pattern resulting in losses for both long and short
positions. Contributing to this price pattern was uncertainty over the state of
the U.S. economy.



     For the year ended December 31, 2000, Charter MSFCM recorded total trading
revenues, including interest income, of $10,529,366. Total expenses for the year
ended December 31, 2000 were $3,159,421, resulting in net income of $7,369,945.
The net asset value of a unit increased from $14.14 at December 31, 1999 to
$17.50 at December 31, 2000.



     1999 Results. For the year ended December 31, 1999, Charter MSFCM posted a
decrease in net asset value per unit. The partnership experienced losses in the
global interest rate futures markets, approximately 9.3%, primarily from short
Japanese bond futures positions, as prices increased


                                       44
<Page>

during the first quarter amid growing speculation that the Bank of Japan may
underwrite Japanese government bonds and during the third quarter on the
strength of the Japanese yen and expectations that additional monetary easing in
that country will come. In the currency markets, losses of approximately 6.6%
were recorded primarily from Australian dollar positions. Throughout a majority
of the first quarter, losses were experienced from long Australian dollar
positions, as its value dropped significantly relative to the U.S. dollar on
speculation regarding potential currency devaluations in the Asian region. Early
in the third quarter, additional losses were recorded from long positions in
this currency due to depressed commodities prices, emerging market concerns and
on-going talks that China may eventually devalue its currency. Newly established
short positions in the Australian dollar resulted in losses during September, as
its value strengthened relative to the U.S. dollar following the rally in gold
prices. Offsetting currency gains of 4.1% were recorded from Japanese yen
positions, primarily long positions. During the third quarter, gains were
recorded from long positions in the Japanese yen, as the value of the yen
climbed to a 44-month high versus the U.S. dollar due to continued optimism over
Japan's economic recovery. The energy markets produced gains of approximately
8.0%. During March, gains were recorded from long positions in oil futures, as
prices moved significantly higher on news that both OPEC and non- OPEC countries
had reached an agreement to cut total output beginning April 1st. Gains were
also recorded in this market complex during the third quarter after OPEC
ministers confirmed that they would uphold their global cutbacks until April of
2000.



     For the year ended December 31, 1999, Charter MSFCM recorded total trading
losses, net of interest income, of $570,989. Total expenses for the year were
$3,490,494, resulting in a net loss of $4,061,483. The value of a unit decreased
from $15.57 at December 31, 1998 to $14.14 at December 31, 1999.



     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER CAMPBELL L.P.



     Charter Campbell does not have an operating history, therefore information
relating to its results of operations is not currently available.


FINANCIAL INSTRUMENTS


     Each partnership is a party to financial instruments with elements of
off-balance sheet market and credit risk. Each partnership may trade futures and
options in interest rates, stock indices, commodities, currencies, petroleum,
and precious metals. In entering into these contracts each partnership is
subject to the market risk that such contracts may be significantly influenced
by market conditions, such as interest rate volatility, resulting in such
contracts being less valuable. If the markets should move against all of the
positions held by a partnership at the same time, and if its trading advisor
were unable to offset positions of the partnership, the partnership could lose
all of its assets and the limited partners would realize a 100% loss. In
addition to the trading advisors' internal controls, each trading advisor must
comply with the trading policies of the partnership. The trading policies
include standards for liquidity and leverage with which the partnership must
comply. The trading advisor and the general partner monitor each partnership's
trading activities to ensure compliance with the trading policies. The general
partner may require a trading advisor to modify positions of the partnership if
the general partner believes they violate the partnership's trading policies.



     In addition to market risk, in entering into futures, forwards, and options
contracts there is a credit risk to each partnership that the counterparty on a
contract will not be able to meet its obligations to the partnership. The
ultimate counterparty or guarantor of a partnership for futures contracts traded
in the U.S. and most foreign exchanges on which the partnership trades is the
clearinghouse associated with such exchange. In general, a clearinghouse is
backed by the membership of the exchange and will act in the event of
non-performance by one of its members or one of its member's customers, which
should significantly reduce this credit risk. For example, a clearinghouse may
cover a default by drawing upon a defaulting member's mandatory contributions
and/or non-defaulting members' contributions to a clearinghouse guarantee fund,


                                       45
<Page>

established lines or letters of credit with banks, and/or the clearinghouse's
surplus capital and other available assets of the exchange and clearinghouse, or
assessing its members. In cases where a partnership trades off-exchange forward
contracts with a counterparty, the sole recourse of the partnership will be the
forward contracts counterparty. For a list of the foreign exchanges on which the
partnerships trade, see "Use of Proceeds" on page * . FOR AN ADDITIONAL
DISCUSSION OF THE CREDIT RISKS RELATING TO TRADING ON FOREIGN EXCHANGES, SEE
"RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING ON FOREIGN EXCHANGES
PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON U.S. EXCHANGES" ON
PAGE * .


     There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to a partnership, and the general partner and
commodity brokers will not indemnify a partnership against a default by such
parties. Further, the law is unclear as to whether a commodity broker has any
obligation to protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades effected for the broker's customers. Any such
obligation on the part of the broker appears even less clear where the default
occurs in a non-U.S. jurisdiction.

     The general partner deals with these credit risks of the partnerships in
several ways. First, it monitors each partnership's credit exposure to each
exchange on a daily basis, calculating not only the amount of margin required
for it but also the amount of its unrealized gains at each exchange, if any. The
commodity brokers inform each partnership, as with all their customers, of its
net margin requirements for all its existing open positions, but do not break
that net figure down, exchange by exchange. The general partner, however, has
installed a system which permits it to monitor each partnership's potential
margin liability, exchange by exchange. As a result, the general partner is able
to monitor each partnership's potential net credit exposure to each exchange by
adding the unrealized trading gains on that exchange, if any, to the
partnership's margin liability thereon.


     Second, each partnership's trading policies limit the amount of partnership
net assets that can be committed at any given time to futures contracts and
require, in addition, a minimum amount of diversification in the partnership's
trading, usually over several different products. One of the aims of the trading
policies has been to reduce the credit exposure of a partnership to a single
exchange and, historically, the partnerships' exposure to one exchange has
typically amounted to only a small percentage of their total net assets. On
those relatively few occasions where a partnership's credit exposure may climb
above that level, the general partner deals with the situation on a case by case
basis, carefully weighing whether the increased level of credit exposure remains
appropriate. Material changes to the trading policies may only be made with the
prior written approval of the limited partners owning more than 50% of units
then outstanding.



     Third, with respect to forward contract trading, each partnership trades
with only those counterparties which the general partner, together with Morgan
Stanley DW, have determined to be creditworthy. The partnerships presently deal
with Morgan Stanley as the sole counterparty on forward contracts.



     Inflation has not been a major factor in the partnerships' operations.


                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                               ABOUT MARKET RISK
INTRODUCTION


     Each partnership is a commodity pool engaged primarily in the speculative
trading of futures, forwards, and options. The market sensitive instruments held
by each partnership are acquired for speculative trading purposes only and, as a
result, all or substantially all of each partnership's assets are at risk of
trading loss. Unlike an operating company, the risk of market sensitive
instruments is central, not incidental, to each partnership's main business
activities.


     The futures, forwards, and options traded by each partnership involve
varying degrees of related market risk. Market risk is often dependent upon
changes in the level or volatility of

                                       46
<Page>
interest rates, exchange rates, and prices of financial instruments and
commodities. Fluctuations in market risk based upon these factors result in
frequent changes in the fair value of each partnership's open positions, and,
consequently, in its earnings and cash flow.

     Each partnership's total market risk is influenced by a wide variety of
factors, including the diversification among each partnership's open positions,
the volatility present within the markets, and the liquidity of the markets. At
varying times, each of these factors may act to increase or decrease the market
risk associated with each partnership.

     Each partnership's past performance is not necessarily indicative of its
future results. Any attempt to numerically quantify a partnership's market risk
is limited by the uncertainty of its speculative trading. Each partnership's
speculative trading may cause future losses and volatility (i.e. "risk of ruin")
that far exceed the partnership's experiences to date or any reasonable
expectation based upon historical changes in market value.

QUANTIFYING THE PARTNERSHIP'S TRADING VALUE AT RISK

     The following quantitative disclosures regarding each partnership's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact.

     Each partnership accounts for open positions on the basis of mark-to-market
accounting principles. Any loss in market value of a partnership's open
positions is directly reflected in the partnership's earnings, whether realized
or unrealized, and cash flow. Profits and losses on open positions of
exchange-traded futures and options are settled daily through variation margin.


     Each partnership's risk exposure in the various market sectors traded by
the trading advisors is estimated below in terms of Value at Risk ("VaR"). The
VaR model used by each partnership includes many variables that could change the
market value of a partnership's trading portfolio. Each partnership estimates
VaR using a model based upon historical simulation with a confidence level of
99%. Historical simulation involves constructing a distribution of hypothetical
daily changes in the value of a trading portfolio. The VaR model takes into
account linear exposures to price and interest rate risk. Market risks that are
incorporated in the VaR model include equity and commodity prices, interest
rates, foreign exchange rates, and correlation among these variables. The
hypothetical changes in portfolio value are based on daily percentage changes
observed in key market indices or other market factors to which the portfolio is
sensitive. The historical observation period of each partnership's VaR is
approximately four years. The one-day 99% confidence level of each partnership's
VaR corresponds to the negative change in portfolio value that, based on
observed market risk factors, would have been exceeded once in 100 trading days.


     VaR models, including the partnerships', are continually evolving as
trading portfolios become more diverse and modeling techniques and systems
capabilities improve. Please note that the VaR model is used to numerically
quantify market risk for historic reporting purposes only and is not utilized by
either the general partner or the trading advisors in their daily risk
management activities.

EACH PARTNERSHIP'S VALUE AT RISK IN DIFFERENT MARKET SECTORS


     The following tables indicate the VaR associated with each partnership's
open positions as a percentage of total net assets by primary market risk
category as of December 31, 2001 and 2000.


                                       47
<Page>
CHARTER GRAHAM:


     At December 31, 2001 and 2000, Charter Graham's total capitalization was
approximately $48 million and $29 million, respectively.


<Table>
<Caption>
                                                        VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
<S>                                             <C>        <C>
                                                  %          %
Interest Rate.................................   (0.97)     (2.77)
Currency......................................   (0.71)     (0.64)
Equity........................................   (0.18)     (0.42)
Commodity.....................................   (0.94)     (0.90)
Aggregate Value at Risk.......................   (1.33)     (2.77)
</Table>

CHARTER MILLBURN:


     At December 31, 2001 and 2000, Charter Millburn's total capitalization was
approximately $30 million.


<Table>
<Caption>
                                                        VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
<S>                                             <C>        <C>
                                                  %          %
Currency......................................   (2.53)     (1.76)
Interest Rate.................................   (1.21)     (2.27)
Equity........................................   (0.36)     (0.44)
Commodity.....................................   (0.56)     (0.84)
Aggregate Value at Risk.......................   (3.07)     (3.03)
</Table>

CHARTER WELTON:


     At December 31, 2001 and 2000, Charter Welton's total capitalization was
approximately $17 million and $22 million, respectively.


<Table>
<Caption>
                                                        VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
<S>                                             <C>        <C>
                                                  %          %
Interest Rate.................................   (1.57)     (3.01)
Equity........................................   (1.47)     (0.00)
Currency......................................   (0.68)     (1.60)
Commodity.....................................   (1.01)     (1.68)
Aggregate Value at Risk.......................   (2.13)     (3.82)
</Table>


CHARTER MSFCM:



     At December 31, 2001 and 2000, Charter MSFCM's total capitalization was
approximately $42 million and $37 million, respectively.


<Table>
<Caption>
                                                        VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
<S>                                             <C>        <C>
                                                  %          %
Currency......................................   (3.61)     (1.79)
Interest Rate.................................   (1.07)     (3.11)
Commodity.....................................   (0.82)     (1.07)
Equity........................................   (0.00)     (0.11)
Aggregate Value at Risk.......................   (3.74)     (3.71)
</Table>

     Aggregate Value at Risk, listed above for each partnership, represents the
aggregate VaR of all of a partnership's open positions and not the sum of the
VaR of the individual market categories.

                                       48
<Page>
Aggregate VaR will be lower as it takes into account correlation among the
different positions and categories.


     The tables above represent the VaR of each partnership's open positions at
December 31, 2001 and 2000 only and are not necessarily representative of either
the historic or future risk of an investment in that partnership. Because the
only business of each partnership is the speculative trading of futures,
forwards, and options, the composition of a partnership's trading portfolio can
change significantly over any given time period, or even within a single trading
day. Any changes in open positions could positively or negatively materially
impact market risk as measured by VaR.



     The tables below supplement the December 31, 2001 VaR by presenting each
partnership's high, low, and average VaR as a percentage of total net assets for
the four calendar quarter reporting periods from January 1, 2001 through
December 31, 2001.


CHARTER GRAHAM

<Table>
<Caption>
                MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
<S>                                                 <C>            <C>            <C>
                                                      %              %              %
Interest Rate...................................     (3.42)         (0.54)         (1.77)
Currency........................................     (1.56)         (0.71)         (1.03)
Equity..........................................     (0.45)         (0.18)         (0.37)
Commodity.......................................     (1.22)         (0.94)         (1.07)
Aggregate Value at Risk.........................     (3.82)         (1.33)         (2.38)
</Table>

CHARTER MILLBURN

<Table>
<Caption>
                MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
<S>                                                 <C>            <C>            <C>
                                                      %              %              %
Currency........................................     (3.16)         (2.53)         (2.80)
Interest Rate...................................     (1.68)         (1.11)         (1.39)
Equity..........................................     (0.47)         (0.25)         (0.37)
Commodity.......................................     (1.65)         (0.56)         (0.94)
Aggregate Value at Risk.........................     (3.71)         (3.07)         (3.41)
</Table>

CHARTER WELTON

<Table>
<Caption>
                MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
<S>                                                 <C>            <C>            <C>
                                                      %              %              %
Interest Rate...................................     (3.52)         (1.57)         (2.51)
Equity..........................................     (1.47)         (0.00)         (0.63)
Currency........................................     (2.30)         (0.68)         (1.48)
Commodity.......................................     (1.70)         (0.61)         (1.11)
Aggregate Value at Risk.........................     (4.90)         (2.13)         (3.44)
</Table>


CHARTER MSFCM


<Table>
<Caption>
                MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
<S>                                                 <C>            <C>            <C>
                                                      %              %              %
Currency........................................     (3.61)         (1.30)         (2.71)
Interest Rate...................................     (2.33)         (1.07)         (1.63)
Commodity.......................................     (2.33)         (0.82)         (1.48)
Equity..........................................     (0.19)         (0.00)         (0.10)
Aggregate Value at Risk.........................     (4.15)         (2.34)         (3.57)
</Table>

                                       49
<Page>
LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK


     The face value of the market sector instruments held by each partnership is
typically many times the applicable margin requirements. Margin requirements
generally range between 2% and 15% of contract face value. Additionally, the use
of leverage causes the face value of the market sector instruments held by each
partnership to typically be many times the total capitalization of each
partnership. The value of a partnership's open positions thus creates a "risk of
ruin" not typically found in other investments. The relative size of the
positions held may cause a partnership to incur losses greatly in excess of VaR
within a short period of time, given the effects of the leverage employed and
market volatility. The VaR tables above, as well as the past performance of each
partnership, give no indication of such "risk of ruin." In addition, VaR risk
measures should be viewed in light of the methodology's limitations, which
include the following:


     * past changes in market risk factors will not always result in accurate
       predictions of the distributions and correlations of future market
       movements;

     * changes in portfolio value caused by market movements may differ from
       those of the VaR model;

     * VaR results reflect past trading positions while future risk depends on
       future positions;

     * VaR using a one-day time horizon does not fully capture the market risk
       of positions that cannot be liquidated or hedged within one day; and

     * the historical market risk factor data used for VaR estimation may
       provide only limited insight into losses that could be incurred under
       certain unusual market movements.


     The VaR tables above present the results of each partnership's VaR for each
of the partnership's market risk exposures and on an aggregate basis at December
31, 2001 and 2000 and for the end of the four calendar quarter reporting periods
from January 1, 2001 through December 31, 2001. Since VaR is based on historical
data, VaR should not be viewed as predictive of a partnership's future financial
performance or its ability to manage and monitor risk. There can be no assurance
that the partnership's actual losses on a particular day will not exceed the VaR
amounts indicated above or that such losses will not occur more than once in 100
trading days.


NON-TRADING RISK


     Each partnership has non-trading market risk on its foreign cash balances
not needed for margin. These balances and any market risk they may represent are
immaterial. Each partnership also maintains a substantial portion (approximately
86-95%) of its available assets in cash at Morgan Stanley DW. A decline in
short-term interest rates will result in a decline in a partnership's cash
management income. This cash flow risk is not considered material.



     Materiality, as used throughout this section, is based on an assessment of
reasonably possible market movements and any associated potential losses, taking
into account the leverage, optionality, and multiplier features of a
partnership's market sensitive instruments.


QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

     The following qualitative disclosures regarding each partnership's market
risk exposures--except for (A) those disclosures that are statements of
historical fact and (B) the descriptions of how a partnership manages its
primary market risk exposures--constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Each partnership's primary market risk exposures as well as the
strategies used and to be used by the general partner and the trading advisors
for managing such exposures are subject to numerous uncertainties, contingencies
and risks, any one of which could cause the actual results of each partnership's
risk controls to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures and the risk

                                       50
<Page>
management strategies of each partnership. Investors must be prepared to lose
all or substantially all of their investment in a partnership.


MORGAN STANLEY CHARTER GRAHAM L.P.



     The following were the primary trading risk exposures of Charter Graham as
of December 31, 2001, by market sector. It should be anticipated, however, that
these market exposures will vary materially over time.



     Interest Rate. The primary market exposure at December 31, 2001 was to
interest rates. Exposure was primarily spread across the Japanese and European
interest rate sectors. Interest rate movements directly affect the price of the
sovereign bond futures positions held by the partnership and indirectly affect
the value of its stock index and currency positions. Interest rate movements in
one country as well as relative interest rate movements between countries
materially impact the partnership's profitability. The partnership's primary
interest rate exposure is generally to interest rate fluctuations in the United
States and the other G-7 countries. The G-7 countries consist of France, U.S.,
Britain, Germany, Japan, Italy, and Canada. However, the partnership also takes
futures positions in the government debt of smaller nations--e.g. Australia. The
general partner anticipates that G-7 interest rates will remain the primary
interest rate exposure of the partnership for the foreseeable future. The
speculative futures positions held by the partnership may range from short- to
long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.



Commodity.



     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in crude oil, and its related products, and
natural gas market. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.



     Equity. The primary equity exposure at December 31, 2001 was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the TOPIX (Taiwan) and
Nikkei (Japan) stock indices. The partnership is primarily exposed to the risk
of adverse price trends or static markets in the Japanese indices. Static
markets would not cause major market changes but would make it difficult for the
partnership to avoid being "whipsawed" into numerous small losses.



     Currency. The second largest market exposure of the partnership at December
31, 2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
Japanese yen and euro crosses and outright U.S. dollar positions. Outright
positions consist of the U.S. dollar vs. other currencies. These other
currencies include major and minor currencies. The general partner does not
anticipate that the risk profile of the partnership's currency sector will
change significantly in the future. The currency trading VaR figure includes
foreign margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the dollar-based
partnership in expressing VaR in a functional currency other than dollars.



     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the corn, cocoa, and sugar markets. Supply and demand
inequalities, severe weather disruption, and market expectations affect price
movements in these markets.


                                       51
<Page>

     Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold and palladium, and
base metals, such as copper and zinc. Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations influence price
movement in these markets. The trading advisor has, from time to time, taken
positions when market opportunities develop. The general partner anticipates
that the partnership will continue to be exposed to the precious and base metals
markets.



MORGAN STANLEY CHARTER MILLBURN L.P.



     The following were the primary trading risk exposures of Charter Millburn
as of December 31, 2001, by market sector. It should be anticipated however,
that these market exposures will vary materially over time.



     Currency. The primary market exposure of the partnership at December 31,
2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.



     Interest Rate. The second largest market exposure at December 31, 2001 was
in the global interest rate complex. Exposure was primarily spread across the
U.S., European, and Japanese interest rate sectors. Interest rate movements
directly affect the price of the sovereign bond futures positions held by the
partnership and indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country as well as relative interest
rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries. The
G-7 countries consist of France, U.S., Britain, Germany, Japan, Italy, and
Canada. The general partner anticipates that G-7 interest rates will remain the
primary interest rate exposure of the partnership for the foreseeable future.
The speculative futures positions held by the partnership may range from short-
to long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.



     Equity. The primary equity exposure at December 31, 2001, was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the TOPIX (Taiwan), Hang
Seng (China), and DAX (Germany) stock indices. The partnership is primarily
exposed to the risk of adverse price trends or static markets in the European
and Japanese indices. Static markets would not cause major market changes but
would make it difficult for the partnership to avoid being "whipsawed" into
numerous small losses.



Commodity.



     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the crude oil, its related products, and
natural gas markets. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.


                                       52
<Page>

     Metals. The partnership's metals exposure at December 31, 2001, was to
fluctuations in the price of precious metals, such as gold. Economic forces,
supply and demand inequalities, geopolitical factors, and market expectations
influence price movement in these markets. The trading advisor has, from time to
time, taken positions when market opportunities develop. The general partner
anticipates that the partnership will continue to be exposed to the precious
metals markets.



     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the sugar and cotton markets. Supply and demand inequalities,
severe weather disruption, and market expectations affect price movements in
these markets.



MORGAN STANLEY CHARTER WELTON L.P.



     The following were the primary trading risk exposures of Charter Welton as
of December 31, 2001 by market sector. It should be anticipated however, that
these market exposures will vary materially over time.



     Interest Rate. The primary market exposure of the partnership at December
31, 2001, was to the global interest rate complex. Exposure was primarily spread
across the U.S., European, and Japanese interest rate sectors. Interest rate
movements directly affect the price of the sovereign bond futures positions held
by the partnership and indirectly affect the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries. The
G-7 countries consist of France, U.S., Britain, Germany, Japan, Italy, and
Canada. The general partner anticipates that G-7 interest rates will remain the
primary interest rate exposure of the partnership for the foreseeable future.
The speculative futures positions held by the partnership may range from short-
to long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.



     Equity. The primary equity exposure at December 31, 2001 was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the Hang Seng (China), S&P
500 (U.S.), NASDAQ (U.S.), and Nikkei (Japan) stock indices. The partnership is
primarily exposed to the risk of adverse price trends or static markets in the
U.S., Japanese, and European indices. Static markets would not cause major
market changes but would make it difficult for the partnership to avoid being
"whipsawed" into numerous small losses.



     Currency. The partnership's currency exposure at December 31, 2001 was to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
functional currency other than dollars.



Commodity.



     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the crude oil, its related products, and
natural gas markets. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in


                                       53
<Page>

these markets. Natural gas has exhibited volatility in prices resulting from
weather patterns and supply and demand factors and may continue in this choppy
pattern.



     Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold. Economic forces,
supply and demand inequalities, geopolitical factors, and market expectations
influence price movement in these markets. The trading advisor has, from time to
time, taken positions when market opportunities develop. The general partner
anticipates that the partnership will continue to be exposed to the precious
metals markets.



     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the coffee markets. Supply and demand inequalities, severe
weather disruption, and market expectations affect price movements in these
markets.



MORGAN STANLEY CHARTER MSFCM L.P.



     The following were the primary trading risk exposures of Charter MSFCM as
of December 31, 2001, by market sector. It should be anticipated however, that
these market exposures will vary materially over time.



     Currency. The primary market exposure of the partnership at December 31,
2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between currencies and currency pairs. Interest rate
changes as well as political and general economic conditions influence these
fluctuations. The partnership trades in a large number of currencies, including
cross-rates--i.e., positions between two currencies, other than the U.S. dollar.
At December 31, 2001, the partnership's major exposures were to the euro
currency crosses and outright U.S. dollar positions. Outright positions consist
of the U.S. dollar vs. other currencies. These other currencies include major
and minor currencies. The general partner does not anticipate that the risk
profile of the partnership's currency sector will change significantly in the
future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to refect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.



     Interest Rate. The second largest market exposure at December 31, 2001 was
to the global interest rate complex. Exposure was primarily spread across the
German and U.S interest rate sectors. Interest rate movements directly affect
the price of the sovereign bond futures positions held by the partnership and
indirectly affect the value of its stock index and currency positions. Interest
rate movements in one country as well as relative interest rate movements
between countries materially impact the partnership's profitability. The
partnership's primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries. The G-7 countries
consist of France, U.S., Britain, Germany, Japan, Italy, and Canada. However,
the partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The general partner anticipates that G-7 and Australian
interest rates will remain the primary interest rate exposure of the partnership
for the foreseeable future. The speculative futures positions held by the
partnership may range from short- to long-term instruments. Consequently,
changes in short-, medium-, or long-term interest interest rates may have an
effect on the partnership.



Commodity.



     Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold, and base metals,
such as copper. Economic forces, supply and demand inequalities, geopolitical
factors, and market expectations influence price movement in these markets. The
trading advisor has, from time to time, taken positions when market
opportunities develop. The general partner anticipates that the partnership will
continue to be exposed to the precious and base metals markets.


                                       54
<Page>

     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the natural gas markets. Price movements in
these markets result from political developments in the Middle East, weather
patterns, and other economic fundamentals. It is possible that volatility will
remain high. Significant profits and losses, which have been experienced in the
past, are expected to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.


QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE


     The following was the only non-trading risk exposure of the partnerships at
December 31, 2001:


     FOREIGN CURRENCY BALANCES. Each partnership's primary foreign currency
balances were in:

<Table>
<S>                    <C>                    <C>                    <C>
CHARTER GRAHAM         CHARTER MILLBURN       CHARTER WELTON         CHARTER MSFCM
--------------         -----------------      ---------------        -------------
British pounds         British pounds         Euros                  British pounds
Euros                  Euros                  Hong Kong dollars      Euros
                       Hong Kong dollars      Japanese yen           Japanese yen
                       Japanese yen
</Table>

     Each partnership controls the non-trading risk of these balances by
regularly converting these balances back into U.S. dollars upon liquidation of
the respective position.

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

     Each partnership and its trading advisor, separately, attempt to manage the
risk of the partnership's open positions in essentially the same manner in all
market categories traded. The general partner attempts to manage each
partnership's market exposure by seeking to have each partnership diversify its
assets among different market sectors and monitor the performance of the trading
advisor daily. In addition, the trading advisor establishes diversification
guidelines, often set in terms of the maximum margin to be committed to
positions in any one market sector or market sensitive instrument.

     The general partner monitors and controls the risk of each partnership's
non-trading instrument, cash. Cash is the only partnership investment directed
by the general partner, rather than the trading advisor.

                              THE GENERAL PARTNER


     The general partner and commodity pool operator of each partnership is
Demeter Management Corporation, a Delaware corporation formed on August 18, 1977
to act as a commodity pool operator. Effective in 1977, the general partner
became registered with the CFTC as a commodity pool operator and is currently a
member of the National Futures Association in such capacity. The general
partner's main business office is located at 825 Third Avenue, 8th Floor, New
York, New York 10022, telephone (212) 310-6444. The general partner is an
affiliate of Morgan Stanley DW in that they are both wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co., which is a publicly-owned company subject
to the reporting requirements of the Securities Exchange Act of 1934. Morgan
Stanley Dean Witter & Co.'s SEC file number is 1-11758.



     The general partner is or has been the general partner and commodity pool
operator for 35 commodity pools, including five other commodity pools which are
exempt from certain disclosure requirements pursuant to CFTC Rule 4.7. As of
January 31, 2002, the general partner had approximately $1.4 billion in
aggregate net assets under management, making it one of the largest operators of
commodity pools in the U.S. As of January 31, 2002, there were approximately
60,000 investors in the commodity pools managed by Demeter.


     The general partner is required to maintain its net worth at an amount
equal to at least 10% of the total contributions to each limited partnership for
which it acts as a general partner. Morgan Stanley Dean Witter & Co. has
contributed to the general partner the capital necessary to permit the general
partner to meet its net worth obligations as general partner of each partnership
and

                                       55
<Page>
intends to continue to do so. The general partner's minimum net worth
requirements may be modified by the general partner at its option without notice
to or the consent of the limited partners, provided the modification does not
adversely affect the partnership or the limited partners. The general partner
and its principals are not obligated to purchase units but may do so.


     According to Morgan Stanley Dean Witter & Co.'s 2001 annual report, Morgan
Stanley Dean Witter & Co. had total shareholders' equity of $20,716 million and
total assets of $482,628 million as of November 30, 2001 (audited). Additional
financial information regarding Morgan Stanley Dean Witter & Co. is included in
the financial statements filed as part of that annual report. Morgan Stanley
Dean Witter & Co. will provide to you, upon request, copies of its most recent
Forms 10-K, 10-Q and 8-K, as filed from time to time with the SEC. These reports
will be available from the SEC, in the manner described under "The Charter
Series--Availability of Exchange Act Reports" on page * , or will be available
at no charge to you by writing to Morgan Stanley Dean Witter & Co. at 1585
Broadway, New York, New York 10036 (Attn: Investor Relations).



     Because of their relationship to the partnerships and each other, Morgan
Stanley Dean Witter & Co., Morgan Stanley DW, and the general partner may have
liability as a promoter or parent of the partnerships if any violations of the
federal securities laws occur in connection with the offering of units.


DIRECTORS AND OFFICERS OF THE GENERAL PARTNER


     Robert E. Murray, age 41, is the Executive Director of the Morgan Stanley
Managed Futures Department, a leading commodity pool operator with approximately
$1.4 billion in assets across a variety of U.S. and international public and
private managed futures funds. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the Morgan Stanley DW Managed Futures Department. Mr.
Murray began at Dean Witter in 1984 and has been closely involved in the growth
of managed futures at the firm over the last 17 years. He is also the chairman
and president of Morgan Stanley Futures & Currency Management Inc. ("MSFCM")
(formerly known as Dean Witter Futures & Currency Management Inc.), Morgan
Stanley's internal CTA, and is chairman and president of Demeter Management
Corporation, the entity which acts as a general partner for the Firm's managed
futures funds. Mr. Murray has served as the Vice Chairman and a Director of the
Board of the Managed Futures Association and is currently a member of the Board
of Directors of the National Futures Association. Mr. Murray received a
Bachelors Degree in Finance from Geneseo State University in 1983.



     Mitchell M. Merin, age 48, is a Director of the general partner. Mr. Merin
is also a Director of Morgan Stanley Futures & Currency Management Inc. Mr.
Merin was appointed the Chief Operating Officer of Individual Asset Management
for Morgan Stanley Dean Witter in December 1998 and the President and Chief
Executive Officer of Morgan Stanley Dean Witter Advisors in February 1998. He
has been an Executive Vice President of Morgan Stanley DW since 1990, during
which time he has been Director of Morgan Stanley DW's Taxable Fixed Income and
Futures divisions, Managing Director in Corporate Finance and Corporate
Treasurer. Mr. Merin received his Bachelor's degree from Trinity College in
Connecticut and his M.B.A. degree in Finance and Accounting from the Kellogg
Graduate School of Management of Northwestern University in 1977.



     Joseph G. Siniscalchi, age 56, is a Director of the general partner. Mr.
Siniscalchi joined Morgan Stanley DW in July 1984 as a First Vice President,
Director of General Accounting and served as Senior Vice President and
Controller for Morgan Stanley DW's Securities Division through 1997. He is
currently Managing Director, responsible for the Client Support Service Division
of Morgan Stanley DW. From February 1980 to July 1984, Mr. Siniscalchi was
Director of Internal Audit at Lehman Brothers Kuhn Loeb, Inc.



     Edward C. Oelsner III, age 60, is a Director of the general partner. Mr.
Oelsner is currently an Executive Vice President and head of the Product
Development Group at Morgan Stanley Dean Witter Advisors, an affiliate of Morgan
Stanley DW. Mr. Oelsner joined Morgan Stanley DW in 1981 as a Managing Director
in Morgan Stanley DW's Investment Banking Department specializing in coverage of
regulated industries and, subsequently, served as head of the Morgan Stanley DW


                                       56
<Page>

Retail Products Group. Prior to joining Morgan Stanley DW, Mr. Oelsner held
positions at The First Boston Corporation as a member of the Research and
Investment Banking Departments from 1967 to 1981. Mr. Oelsner received his
M.B.A. in Finance from the Columbia University Graduate School of Business in
1966 and an A.B. in Politics from Princeton University in 1964.



     Richard A. Beech, age 50, is a Director of the general partner. Mr. Beech
has been associated with the futures industry for over 24 years. He has been at
Morgan Stanley DW since August 1984, where he is presently Senior Vice President
and head of Branch Futures. Mr. Beech began his career at the Chicago Mercantile
Exchange, where he became the Chief Agricultural Economist doing market
analysis, marketing, and compliance. Prior to joining Morgan Stanley DW, Mr.
Beech also had worked at two investment banking firms in operations, research,
managed futures, and sales management.



     Raymond A. Harris, age 45, is a director of the general partner. Mr. Harris
is currently Managing Director, Asset Management Services. He previously served
as CAO of Morgan Stanley Dean Witter Asset Management. From July 1982 to July
1994, Mr. Harris served in financial, administrative, and other assignments at
Dean Witter Reynolds, Inc. and Dean Witter, Discover & Co. From August 1994 to
January 1999, he worked in Discover Financial Services and the firm's Credit
Service business units. Mr. Harris has been with Morgan Stanley Dean Witter &
Co. and its affiliates since July 1982. He has a B.A. degree from Boston College
and an M.B.A. in finance from the University of Chicago.



     Anthony J. DeLuca, age 39, is a Director of the general partner. Mr. DeLuca
is also a Director of Morgan Stanley Futures & Currency Management. Mr. DeLuca
was appointed the Controller of Asset Management for Morgan Stanley Dean Witter
in June, 1999. Prior to that, Mr. DeLuca was a partner at the accounting firm of
Ernst & Young LLP, where he had Morgan Stanley Dean Witter as a major client.
Mr. DeLuca had worked continuously at Ernst & Young LLP ever since 1984, after
he graduated from Pace University with a B.B.A degree in Accounting.



     Raymond E. Koch, age 46, is Chief Financial Officer of the general partner.
Mr. Koch began his career at Morgan Stanley Dean Witter in 1988, has overseen
the Managed Futures Accounting function since 1992, and is currently an
Executive Director in Investment Management Controllers. From November 1979 to
June 1988, Mr. Koch held various positions at Thomson McKinnon Securities, Inc.
as Manager, Special Projects in the Capital Markets Division. From August 1977
to November 1979 he was an auditor, specializing in financial services at
Deloitte Haskins & Sells. Mr. Koch received his B.B.A. in accounting from Iona
College in 1977, an M.B.A. in finance from Pace University in 1984 and is a
Certified Public Accountant.


     The general partner and its officers and directors may, from time to time,
trade futures, forwards, and options for their own proprietary accounts. The
records of trading in such accounts will not be made available to you for
inspection.

     None of the directors or executive officers of the general partner
beneficially own units of any partnership.

DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE
GENERAL PARTNER

     The following table summarizes information relating to each of the other
commodity pools operated by the general partner, except those commodity pools
exempt from disclosure under CFTC rule 4.7.

     While each of these commodity pools has essentially the same
objective--appreciation of assets through speculative trading--the structure,
including fees, interest income arrangements, and trading advisors, and the
performance of these pools varies widely. There are significant differences
between the partnerships and the commodity pools described below. For example,
some of the commodity pools have principal protection features to protect
investors against the loss of their investment principal, and none of these
other commodity pools has the same mix of trading advisors, trading strategies,
and fee structures as those employed by the partnerships.


     All summary performance information is current as of January 31, 2001. In
reviewing the following summary performance information, you should understand
that performance is


                                       57
<Page>

calculated on the accrual basis in accordance with generally accepted accounting
principles and is "net" of all fees and charges, and a more complete
presentation of the performance of the futures funds operated or managed by the
general partner is available upon request to the general partner.


     Past performance is not necessarily indicative of future results and
material differences exist between the commodity pools described in the chart
and the partnerships. There is no assurance that the partnerships will perform
in a manner comparable to any of the commodity pools described below. You should
also note that interest income may constitute a significant portion of a
commodity pool's total income and may generate profits where there have been
realized or unrealized losses from futures, forwards, and options trading.

                                       58
<Page>

                         DEMETER MANAGEMENT CORPORATION
 CAPSULE SUMMARY OF PERFORMANCE INFORMATION REGARDING COMMODITY POOLS OPERATED
         (EXCEPT AS OTHERWISE INDICATED, BEGINNING JANUARY 1, 1997
                           THROUGH JANUARY 31, 2002)

<Table>
<Caption>
                                                                                   CURRENT      CURRENT      CUMULATIVE
                                                                                    TOTAL      NET ASSET      RATE OF
                                          START      CLOSE        AGGREGATE       NET ASSET    VALUE PER    RETURN SINCE
            FUND TYPE/FUND                 DATE       DATE      SUBSCRIPTIONS       VALUE       UNIT(6)     INCEPTION(7)
            --------------                -----      -----      -------------     ---------    ---------    ------------
<S>                                      <C>        <C>        <C>               <C>           <C>          <C>
                                                                     $                $            $            %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)               Jul-83     N/A           29,276,299       8,663,593    3,400.37        246.98
DW Diversified Futures Fund L.P.         Apr-88     N/A          206,815,107      79,793,471    1,211.30        380.27
DW Multi-Market Portfolio L.P. (12)      Sep-88     N/A          252,526,000       7,994,570    1,381.16         38.12
DW Diversified Futures Fund II L.P.      Jan-89     N/A           13,210,576       7,939,495    3,184.70        218.47
DW Diversified Futures Fund III L.P.     Nov-90     N/A          126,815,755      43,926,019    2,000.50        100.05
DW Portfolio Strategy Fund L.P. (13)     Feb-91     N/A          143,522,564      77,044,930    2,464.45        146.45
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                               Nov-94     N/A           81,671,363      57,402,747       16.01         60.10
Morgan Stanley Spectrum Commodity L.P.
 (17)                                    Jan-98     N/A           45,724,229      12,569,143        5.70        (43.00)
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                   Jan-85     N/A           65,653,270      21,791,637    4,236.36        334.50
DW Cornerstone Fund III (15)             Jan-85     N/A          137,132,762      25,619,236    2,998.22        207.51
DW Cornerstone Fund IV                   May-87     N/A          168,114,264     102,572,819    6,038.04        519.29
Morgan Stanley Spectrum Select L.P.      Aug-91     N/A          357,659,825     241,067,274       23.66        136.60
DW Global Perspective Portfolio L.P.     Mar-92     N/A           67,424,535       9,979,294      971.16         (2.88)
DW World Currency Fund L.P.              Apr-93     N/A          114,945,830      16,554,453    1,166.83         16.68
Morgan Stanley Spectrum Strategic L.P.   Nov-94     N/A          133,450,584      69,269,382       10.77          7.70
Morgan Stanley Spectrum Technical L.P.   Nov-94     N/A          377,552,721     254,519,445       14.65         46.50
Morgan Stanley Spectrum Currency L.P.    Jul-00     N/A           51,252,945      51,135,586       11.98         19.80
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)         Feb-90     N/A          109,013,535      35,571,076    1,977.31         97.73
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.           Nov-94     N/A           40,754,530      19,987,341    1,652.30         65.23
Morgan Stanley/JWH Futures Fund L.P.     Feb-96     N/A           34,795,611       9,581,185    1,213.88         21.39
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                    May-01     N/A            5,335,000       4,629,063      866.80        (13.32)
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                               Oct-98     Jan-02        27,198,118       8,551,809      891.64        (10.84)
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                             May-00     N/A           53,511,824      55,768,506    1,133.64         13.36

<Caption>
                                           WORST     WORST PEAK-
                                         MONTHLY %    TO-VALLEY
                                         DECLINE/      DECLINE
            FUND TYPE/FUND                 MONTH       PERIOD
            --------------               ---------   -----------
<S>                                      <C>         <C>
                                            %             %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)                (17.54)         (48.63)
                                            4/86      7/83-12/86
DW Diversified Futures Fund L.P.          (12.85)         (24.86)
                                            5/90       5/95-6/96
DW Multi-Market Portfolio L.P. (12)       (13.26)         (29.84)
                                            2/96       5/95-6/96
DW Diversified Futures Fund II L.P.       (13.41)         (25.62)
                                            8/89       5/95-6/96
DW Diversified Futures Fund III L.P.      (13.62)         (27.00)
                                            1/92       5/95-6/96
DW Portfolio Strategy Fund L.P. (13)      (15.28)         (31.83)
                                           11/01       7/99-9/00
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                                 (7.92)         (10.64)
                                            2/96       2/96-5/96
Morgan Stanley Spectrum Commodity L.P.
 (17)                                      (9.09)         (43.83)
                                           11/98      2/98-10/01
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                    (11.74)         (32.70)
                                            9/89      7/88-10/89
DW Cornerstone Fund III (15)              (18.28)         (32.35)
                                            2/89      2/89-10/89
DW Cornerstone Fund IV                    (21.04)         (45.21)
                                            9/89       7/89-9/89
Morgan Stanley Spectrum Select L.P.       (13.72)         (26.78)
                                            1/92       6/95-8/96
DW Global Perspective Portfolio L.P.      (12.10)         (40.90)
                                           10/99       8/93-1/95
DW World Currency Fund L.P.                (9.68)         (46.04)
                                            5/95       8/93-1/95
Morgan Stanley Spectrum Strategic L.P.    (18.47)         (43.28)
                                            2/00      1/00-10/00
Morgan Stanley Spectrum Technical L.P.    (15.59)         (24.31)
                                           11/01       5/99-9/00
Morgan Stanley Spectrum Currency L.P.      (5.91)          (8.46)
                                            7/01       4/01-7/01
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)           (7.48)         (13.08)
                                            2/96       2/96-5/96
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.            (20.66)         (33.68)
                                           11/01      9/98-10/00
Morgan Stanley/JWH Futures Fund L.P.      (18.57)         (46.68)
                                           11/01       7/99-9/00
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                      (9.77)         (19.51)
                                           11/01     11/01-01/02
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                                (10.76)         (31.12)
                                            3/00       3/99-7/00
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                               (6.08)          (6.08)
                                           11/01           11/01

<Caption>

                                                              COMPOUND ANNUAL RATES OF RETURN
                                         --------------------------------------------------------------------------
            FUND TYPE/FUND                 2002         2001         2000         1999         1998         1997
            --------------               ---------   -----------   ---------   ----------   -----------   ---------
<S>                                      <C>         <C>           <C>         <C>          <C>           <C>
                                            %            %             %           %            %             %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)                  (3.04)        10.85         9.08        (8.54)       12.01        22.60
                                         (1 month)
DW Diversified Futures Fund L.P.             1.75          1.30        22.00       (11.14)        6.22        11.96
                                         (1 month)
DW Multi-Market Portfolio L.P. (12)          1.81          1.38        21.64        (8.77)        5.63        13.28
                                         (1 month)
DW Diversified Futures Fund II L.P.          1.64          1.86        20.33        (9.50)        5.22        11.28
                                         (1 month)
DW Diversified Futures Fund III L.P.         1.73          1.07        21.99       (10.56)        5.39        12.29
                                         (1 month)
DW Portfolio Strategy Fund L.P. (13)        (1.38)        (6.01)        9.87        (6.85)        9.46        11.28
                                         (1 month)
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                                  (1.23)        (0.31)        0.87         0.75        16.36        18.23
                                         (1 month)
Morgan Stanley Spectrum Commodity L.P.
 (17)                                       (2.40)       (25.61)        3.15        15.83       (34.30)
                                         (1 month)
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                      (2.84)        (1.33)       11.46        (5.42)       12.54        18.05
                                         (1 month)
DW Cornerstone Fund III (15)                (1.56)         0.27        (0.26)       (6.78)        9.13        10.24
                                         (1 month)
DW Cornerstone Fund IV                      (3.06)        15.92        14.74        (1.13)        6.80        38.41
                                         (1 month)
Morgan Stanley Spectrum Select L.P.         (1.25)         1.65         7.14        (7.56)       14.15         6.22
                                         (1 month)
DW Global Perspective Portfolio L.P.        (2.00)        (1.43)        3.63        (9.83)       11.25        11.16
                                         (1 month)
DW World Currency Fund L.P.                 (0.34)        10.78         6.36         2.65        (2.61)       39.35
                                         (1 month)
Morgan Stanley Spectrum Strategic L.P.       2.09         (0.57)      (33.06)       37.23         7.84         0.37
                                         (1 month)
Morgan Stanley Spectrum Technical L.P.      (1.88)        (7.15)        7.85        (7.51)       10.18         7.49
                                         (1 month)
Morgan Stanley Spectrum Currency L.P.       (3.46)        11.10        11.70
                                         (1 month)                 (6 months)
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)            (0.31)         2.14         6.96        (3.82)       10.54        15.39
                                         (1 month)
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.              (4.52)       (18.96)        7.38        (3.48)       19.93        15.38
                                         (1 month)
Morgan Stanley/JWH Futures Fund L.P.        (1.71)         3.60         9.78       (22.29)        4.04        13.66
                                         (1 month)
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                       (6.93)        (6.87)
                                         (1 month)   (7 months)
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                                   0.98         (4.24)       (5.55)       (2.63)        0.26
                                         (1 month)                                          (3 months)
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                                (0.89)         5.06         8.87
                                         (1 month)                 (8 months)
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      59
<Page>
FOOTNOTES TO DEMETER MANAGEMENT CORPORATION PERFORMANCE INFORMATION

1.  "Publicly-offered" funds are pools offered to the public.
    "Privately-offered" funds are pools offered in private placements exempt
    from registration. Funds with "principal protection" are pools with an
    investment feature that guarantees the return of the amount originally
    invested, generally within 5 to 7 years. Funds without "principal
    protection" do not guarantee the return of an investor's investment.

2.  "Start Date" is the month and year that the pool began trading.

3.  "Close Date" is the month and year that the pool liquidated its assets and
    stopped doing business.

4.  "Aggregate Subscriptions" is the aggregate of all amounts contributed to the
    pool, including investments that were later redeemed by investors.


5.  "Current Total Net Asset Value" is the net asset value of the pool as of
    January 31, 2002, or, in the case of liquidated pools, the net asset value
    of the pool on the Close Date.



6.  "Current Net Asset Value Per Unit" is calculated by dividing the current
    total net asset value by the total number of units outstanding as of
    January 31, 2002, or, in the case of a liquidated pool, through the Close
    Date.



7.  "Cumulative Return Since Inception" is the percentage change in the net
    asset value of a unit from its Start Date through January 31, 2002, or, in
    the case of a liquidated pool, its Start Date through the Close Date.



8.  "Worst Monthly Drawdown" means losses experienced in the net asset value per
    unit over the specified period and is calculated by dividing the net change
    in the net asset value per unit by the beginning net asset value per unit
    for the relevant period. "Drawdown" is measured on the basis of monthly
    returns only, and does not reflect intra-month figures. The month in which
    the worst monthly drawdown occurred during the history of the pool is set
    forth under "Worst Monthly % Drawdown."



9.  "Worst Peak-to-Valley Drawdown" is the largest percentage decline in the net
    asset value per unit over the history of the fund. This need not be a
    continuous decline, but can be a series of positive and negative returns
    where the negative returns are larger than the positive ones. The months
    during which the worst peak-to-valley drawdown occurred are set forth under
    "Worst Peak-to-Valley Drawdown."



10. "Compound Annual Rates of Return" are calculated annually by multiplying on
    a compound basis each of the monthly rates of return during the year (not
    shown), and not by adding or averaging such monthly rates of return. For the
    year in which a pool commenced operations, "Compound Annual Rates of Return"
    reflect the compounded monthly rates of return (not shown) from the Start
    Date for, or the beginning of, such partial year.


11. Columbia was a publicly-offered fund with more than one advisor from its
    inception in July 1983 through January 1988, at which point it was changed
    to a publicly-offered fund with one advisor.


12. Multi-Market was a publicly-offered fund with more than one advisor with
    principal protection from its inception in September 1988 through September
    30, 1993, at which point it was changed to a publicly-offered fund with one
    advisor without principal protection.



13. Portfolio Strategy was a publicly-offered fund with one advisor with
    principal protection from its inception in February 1991 through July 31,
    1996, at which point it was changed to a publicly-offered fund with one
    advisor without principal protection.





14. Spectrum Global Balanced was formerly named Spectrum Balanced.



15. Spectrum Select was formerly named Select Futures Fund; each unit of Select
    Futures Fund was converted into 100 units of Spectrum Select on April 30,
    1998, with a corresponding revaluation of net asset value per unit from
    $2,008.20 to $20.08.



16. The performance record of Principal Plus includes the performance of Dean
    Witter Principal Plus Fund Management L.P., an affiliated pool.





17. Spectrum Commodity was formerly named Morgan Stanley Tangible Asset Fund
    L.P.


                                       60
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                              THE TRADING ADVISORS
MANAGEMENT AGREEMENTS


     Each trading advisor has entered into a management agreement with its
respective partnership and the general partner. The management agreements with
each trading advisor do not expire until December 31, 2002, except the
management agreement with Campbell which expires on * , 2005 and, thereafter,
will renew annually unless terminated by the general partner or the trading
advisor. The trading advisor is responsible for directing the investment and
reinvestment in futures, forwards, and options of the partnership's assets. Each
management agreement will terminate if the partnership terminates, and may be
terminated by the partnership at any month-end upon five days' prior written
notice to the trading advisor. Each partnership may also terminate its
management agreement immediately for events that the general partner believes
would have an immediate adverse effect on the partnership, such as a violation
of a partnership's trading policy. Each management agreement may also be
terminated by the trading advisor for events that it deems would have a material
adverse effect on its abilities to perform under the management agreement, such
as the implementation of a new trading limitation not agreed to by the trading
advisor.


INTRODUCTION TO TRADING ADVISOR DESCRIPTIONS

     The biographies of the principals and brief summaries of the trading
programs of the trading advisor for each partnership are set forth below. The
success of each partnership is dependent upon the success of its trading
advisor. However, in evaluating these descriptions, an investor should be aware
that each trading advisor's trading methods are proprietary and confidential,
the trading advisor selected for a partnership may change, and even if the same
trading advisor continues to trade for a partnership it may make substantial
modifications to its trading programs. Investors will generally not be made
aware of when a trading advisor makes a modification to its trading program.

     The descriptions of each trading advisor, its trading programs and its
principals are general and are not intended to be exhaustive. It is not possible
to provide a precise description of any trading advisor's trading program.
Furthermore, each trading advisor may refer to specific aspects of its trading
programs, which aspects may also be applicable to other trading advisors that
did not choose to make specific reference to these aspects of their own trading
programs. As a consequence, contrasts in the following descriptions may not, in
fact, indicate a substantive difference between the different programs involved.
However, all non-proprietary information about a trading program that the
trading advisor believes to be material has been included.

     A trading advisor's registration with the CFTC or its membership in the
National Futures Association should not be taken as an indication that any such
agency has recommended or approved the trading advisor.


     Except as noted below, the trading advisors and their principals have no
affiliation with any futures commission merchant, introducing broker, or
principal thereof, and do not and will not participate in brokerage commissions,
directly or indirectly. Morgan Stanley Futures & Currency Management Inc. is the
only trading advisor affiliated with the general partner, Morgan Stanley DW,
Morgan Stanley, and Morgan Stanley International, but does not directly
participate in the brokerage commissions charged by Morgan Stanley DW.



MORGAN STANLEY CHARTER GRAHAM L.P.



     The trading advisor for Charter Graham is Graham Capital Management L.P.
Graham is a Delaware limited partnership which was organized in May 1994.
Graham's main business address is Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902. Graham has been registered with the CFTC as a
commodity pool operator and commodity trading advisor since July 1994 and is a
member of the National Futures Association in such capacities.


                                       61
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Principals


     Mr. Kenneth G. Tropin is the Chairman, the founder, and a principal of
Graham. As Chairman of Graham, Mr. Tropin is responsible for the investment
management strategies of the organization. He has developed Graham's core
trading programs.


     Prior to organizing Graham, Mr. Tropin served as President, Chief Executive
Officer and as a Director of John W. Henry & Company, Inc. from March 1989 to
September 1993. Mr. Tropin was formerly Senior Vice President and Director of
Managed Futures and Precious Metals at Dean Witter. He joined Dean Witter from
Shearson in February 1982 to run Dean Witter's Managed Futures Department, and
in October 1984 Mr. Tropin assumed responsibility for Dean Witter Precious
Metals as well. In November 1984, Mr. Tropin was appointed President of Demeter.

     In February 1986, Mr. Tropin was instrumental in the foundation of the
Managed Futures Trade Association, a non-profit managed futures industry
association. Mr. Tropin was elected Chairman of the Managed Futures Trade
Association in March 1986 and held this position until 1991. In June 1987,
Mr. Tropin was appointed President of Dean Witter Futures & Currency Management,
an affiliate of Dean Witter. As President and Chief Executive Officer of JWH,
Mr. Tropin was responsible for the management and administration of JWH as well
as the management of its trading activities. In addition to his responsibilities
as President and Chief Executive Officer of JWH, Mr. Tropin was President and
Chief Executive Officer of JWH Investment Advisory Services Inc. and was also
the Chairman of Global Capital Management, a British Virgin Islands company. Mr.
Tropin also served as Chairman of the Managed Funds Association in 1991 and
1992, the successor organization to the Managed Futures Trade Association and
the National Association of Futures Advisors.

     Mr. Tropin is the President and sole shareholder of KGT, Inc., a Delaware
corporation that is the general partner of Graham. Mr. Tropin also is the
principal investor in KGT Investment Partners, L.P., a Delaware limited
partnership that is the limited partner of Graham and of which KGT, Inc. is also
a general partner.


     Michael S. Rulle Jr. is the president and principal of Graham. As president
of Graham, Mr. Rulle is responsible for the management of Graham in its
day-to-day course of business. Prior to joining Graham in February 2002, Mr.
Rulle was President of Hamilton Partners Limited, a private investment company
that deployed its capital in a variety of internally managed equity and fixed
income alternative investment strategies on behalf of its sole shareholder,
Stockton Reinsurance Limited, a Bermuda based insurance company. From 1994 to
1999, Mr. Rulle was Chairman and CEO of CIBC World Markets Corp., the US
broker-dealer formerly known as CIBC Oppenheimer Corp. Mr. Rulle served as a
member of its Management Committee, Executive Board and Credit Committee and was
Co-Chair of its Risk Committee. Business responsibilities included Global
Financial Products, Asset Management, Structured Credit and Loan Portfolio
Management. Prior to joining CIBC World Markets Corp., Mr. Rulle was a Managing
Director of Lehman Brothers and a member of its Executive Committee and held
positions of increasing responsibility since 1979. At Lehman, Mr. Rulle founded
and headed the firm's Derivative Division, which grew to a $600 million
enterprise by 1994. Mr. Rulle received his M.B.A. from Columbia University in
1979, where he graduated first in his class, and he received his bachelor's
degree from Hobart College in 1972 with a concentration in political science.



     Mr. Paul Sedlack is the Chief Operating Officer, the General Counsel, and a
principal of Graham. He oversees the operation of the marketing, finance and
administration departments, and is responsible for legal and compliance matters.
Mr. Sedlack began his career at the law firm of Coudert Brothers in New York in
1986 and was resident in Coudert's Singapore office from 1988 to 1989. Prior to
joining Graham in June 1998, Mr. Sedlack was a partner at the law firm of
McDermott, Will & Emery in New York, focusing on securities and commodities laws
pertaining to the investment management and related industries. Mr. Sedlack
received a J.D. from Cornell Law School and an MBA in Finance and BS in
Engineering from State University of New York at Buffalo.


                                       62
<Page>
     Mr. Thomas Schneider is an Executive Vice President, the Chief Trader, and
a principal of Graham. Mr. Schneider is responsible for managing Graham's
trading operations, including order execution, policies and procedures, and
maintaining relationships with independent executing brokers and FCMs.

     Mr. Schneider graduated from the University of Notre Dame in 1983 with a
BBA in Finance, and received his MBA from the University of Texas at Austin in
1994. From June 1985 through September 1993, Mr. Schneider was employed by ELM
Financial, Inc., a commodity trading advisor in Dallas, Texas. While employed at
ELM, Mr. Schneider held positions of increasing responsibility and was
ultimately Chief Trader, Vice President and principal of ELM, responsible for 24
hour trading execution, compliance and accounting. In January 1994, Mr.
Schneider began working as Chief Trader for Chang Crowell Management
Corporation, a commodity trading advisor in Norwalk, Connecticut. He was
responsible for streamlining operations for more efficient order execution, and
for maintaining and developing relationships with over 15 FCMs on a global
basis. In addition to his responsibilities as Chief Trader, Mr. Schneider serves
on the Board of the New York Futures Exchange, has served on the Managed Funds
Association's Trading and Markets committee, and has been a National Futures
Association arbitrator since 1989.

     Mr. Robert Griffith is an Executive Vice President, the Director of
Research, the Chief Technology Officer, and a principal of Graham, and is
responsible for the management of all research activities and technology
resources of Graham, including portfolio management, asset allocation, and
trading system development. Mr. Griffith is in charge of the day-to-day
administration of Graham's trading systems and the management of its database of
price information on more than 100 markets. Prior to joining Graham, Mr.
Griffith's Veridical Methods, Inc. provided computer programming and consulting
services to such firms as GE Capital, Lehman Brothers and Morgan Guaranty Trust.
He received his BBA in Management Information systems from the University of
Iowa in 1979.


     Mr. Anthony Bryla, C.P.A., is the Chief Financial Officer and a principal
of Graham, and is responsible for the management of all accounting and finance
activities at Graham. Mr. Bryla is in charge of the daily and monthly
performance reporting, company accounting, treasury functions, as well as
policies and procedures. Prior to joining Graham in September 1995, Mr. Bryla
was an Assistant Accounting Manager at OMR Systems Corp., where he provided
back-office and accounting services for such clients as Merrill Lynch and Chase
Manhattan Bank, and held positions of increasing responsibility since February
1989. Mr. Bryla is a member of the New Jersey Society of C.P.A.'s and graduated
from Rutgers University with a BA in Business Administration in 1982.



     Mr. Kevin O'Connor is a Senior Vice President, Senior Trader, and principal
of Graham. Mr. O'Connor is a senior member of the trading staff responsible for
executing trades in accordance with Graham's systems, and works closely with Mr.
Schneider in managing the firm's daily trading operations. Prior to joining
Graham, from June 1992 until June 1995, Mr. O'Connor was a Vice President and
Controller for Luck Trading Company, a commodity trading advisor in New York
City. From January 1981 until June 1992, Mr. O'Connor was a Controller and
Senior Trader for Futures Investment Company, a commodity trading advisor based
in Greenwich, CT. Mr. O'Connor graduated from Providence College in 1980 with a
BS in Accounting.



     Mr. Fred J. Levin is the Chief Economist, a Senior Discretionary Trader and
principal of Graham specializing in fixed income markets with particular
emphasis on short-term interest rates. Prior to joining Graham in March 1999,
Mr. Levin was employed as director of research at Aubrey G. Lanston & Co. Inc.
from 1998. From 1991 to 1998, Mr. Levin was the chief economist and a trader at
Eastbridge Capital. From 1988 to 1991, Mr. Levin was the chief economist and a
trader at Transworld Oil. From 1982 to 1988, Mr. Levin was the chief economist,
North American Investment Bank at Citibank. From 1970 to 1982, Mr. Levin headed
the domestic research department and helped manage the open market desk at the
Federal Reserve Bank of New York. Mr. Levin received an M.A. in economics from
the University of Chicago in 1968 and a B.S. from the University of
Pennsylvania, Wharton School in 1964.


                                       63
<Page>
Certain Other Personnel


     Dr. Brian Aldershof is the Risk Manager, a Vice President and a
quantitative research analyst with significant expertise in mathematics and
statistics. Prior to joining Graham in May 1997, Dr. Aldershof was a professor
of mathematics at Lafayette College in Easton, PA. Dr. Aldershof's research
interests center on non-linear stochastic systems, especially genetic
algorithms. Dr. Aldershof received his MS (1990) and Ph.D. (1991) in Statistics
from the University of North Carolina at Chapel Hill, where he was a Pogue
Fellow. His research in graduate school concerned estimating functionals of
probability density functions. During this time, he was a consultant for the
RAND Corporation, the Center for Naval Analyses, and the Environmental
Protection Agency. Dr. Aldershof received his A.B. (1985) from Middlebury
College, where he completed a double major in Mathematics and Psychology. He is
a CFA charter holder and a member of the Association for Investment Management
and Research.



     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Graham or its principals.


     Graham and its principals may, from time to time, trade futures, forwards,
or options contracts for their own proprietary accounts. Such trades may or may
not be in accordance with the Graham trading programs described below.

Systematic Trading

     Graham's trading systems rely primarily on technical rather than
fundamental information as the basis for their trading decisions. Graham's
systems are based on the expectation that they can over time successfully
anticipate market events using quantitative mathematical models to determine
their trading activities, as opposed to attempting properly to forecast price
trends using subjective analysis of supply and demand.

     Graham's core trading systems are primarily very long term in nature and
are designed to participate selectively in potential profit opportunities that
can occur during periods of sustained price trends in a diverse number of U.S.
and international markets. The primary objective of the core trading systems is
to establish positions in markets where the price action of a particular market
signals the computerized systems used by Graham that a potential trend in prices
is occurring. The systems are designed to analyze mathematically the recent
trading characteristics of each market and statistically compare such
characteristics to the long-term historical trading pattern of the particular
market. As a result of this analysis, the systems will utilize proprietary risk
management and trade filter strategies that are intended to benefit from
sustained price trends while reducing risk and volatility exposure.




Discretionary Trading


     The Discretionary Trading Group was established at Graham in February 1998.
Unlike Graham's systematic trading programs, which are based almost entirely on
computerized mathematical models, the Discretionary Trading Group determines its
trades subjectively on the basis of personal assessment of trading data and
trading experience. The Discretionary Trading Group traders benefit from
Graham's experience in systematic trading and trend identification. This
experience has proven helpful in enabling the Discretionary Trading Group to
take advantage of significant market trends when they occur and, equally
important, the Discretionary Trading Group has the potential to profit from
trend reversals as well. Additionally, Graham makes available extensive
technical and fundamental research resources to the Discretionary Trading Group
in an effort to improve its competitive performance edge over time. Graham
believes that the Discretionary Trading Group's performance results generally
are not highly correlated to the results of other discretionary traders or
Graham's systematic trading programs. Graham believes the Discretionary Trading
Group can generate successful performance results in trading range type markets
where there are few long-term trends.

                                       64
<Page>
The Graham Trading Programs


     Graham currently trades approximately 50% of Charter Graham's assets
pursuant to its Global Diversified Program, as described below, at 1.5 times the
standard leverage it applies for such program and approximately 50% of Charter
Graham's assets pursuant to its K4 Program, as described below, at 1.5 times the
standard leverage it applies for such program. Margin requirements over time at
standard leverage are expected to average about 15% to 20% of equity for
accounts traded by Graham; thus, Graham expects the margin requirements for
Charter Graham over time to average about 20% to 30% of Charter Graham's Net
Assets. Increased leverage will alter risk exposure and may lead to greater
profits and losses and trading volatility. SEE "RISK FACTORS--TRADING AND
PERFORMANCE RISKS--THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED" ON PAGE * ,
AND "RISK FACTORS--TRADING ADVISOR RISKS--CHARTER GRAHAM'S USE OF AN INCREASED
RATE OF LEVERAGE COULD AFFECT FUTURE PERFORMANCE" ON PAGE * . Subject to the
prior approval of the general partner, Graham may, at any time, trade a portion
of the partnership's assets pursuant to one or more of Graham's other systematic
programs and/or the Discretionary Trading Group discretionary program, and at an
increased or reduced rate of leverage. As of January 31, 2002, Graham was
managing approximately $207 million of client funds in the Global Diversified
Program at Standard Leverage, approximately $132 million of client funds in the
Global Diversified Program at 150% Leverage, approximately $228 million of
client funds in the K4 Program at Standard Leverage, approximately $43 million
of client funds in the K4 Program at 150% Leverage, and approximately $1 billion
of client assets in all of its trading programs.


     The various futures, forwards, and options markets which are traded
pursuant to each Graham systematic trading program are identified below under
the description of that program. Each Graham systematic trading program
generally entails a consistent approach to all futures, forwards, and options
markets traded by that program. Graham conducts ongoing research regarding
expanding the number of futures, forwards, and options markets each program
trades to further the objective of portfolio diversification. Particular
futures, forwards, and options markets may be added to, or deleted from, a
program at any time without notice. Portfolios may be rebalanced with respect to
the weighting of existing markets at any time without notice. Additions,
deletions and rebalancing decisions with respect to each program are made based
on a variety of factors, including performance, risk, volatility, correlation,
liquidity and price action, each of which factors may change at any time. In
trading the various futures, forwards, and options markets pursuant to its
systematic trading programs, Graham generally applies the systematic trading
approach described above under " -- Systematic Trading."

     Global Diversified Program

     The Global Diversified Program utilizes multiple computerized trading
models which are designed to participate in the potential profit opportunities
of approximately 80 global markets. This program features broad diversification
in both financial and non-financial markets.

     The strategies which are utilized are primarily long term in nature and are
intended to generate significant returns over time with an acceptable degree of
risk and volatility. The computer models on a daily basis analyze the recent
price action, the relative strength, and the risk characteristics of each market
and compare statistically the quantitative results of this data to years of
historical data on each market.


     The Global Diversified Program will normally have weightings of
approximately 26% in futures contracts based on short-term and long-term global
interest rates (including U.S. and foreign bonds, notes and Eurodollars), 25% in
currency forwards (including major and minor currencies), 17% in stock index
futures (including all major indices), 15% in softs and agricultural futures
(including grains, meats and softs), 8% in metal futures (including gold,
aluminum and copper), and 9% in energy futures (including crude oil and natural
gas). The actual weighting and leverage used in each market will change over
time due to liquidity, price action, and risk considerations.


                                       65
<Page>
     Graham rebalances the weighting of each market in the portfolio on a
monthly basis so as to maintain, on a volatility and risk adjusted basis,
consistent exposure to each market over time.

     Graham Selective Trading Program

     The Graham Selective Trading Program was developed in 1997 and utilizes a
completely different trading system than other Graham programs. The Graham
Selective Trading Program uses a mathematical model to identify certain price
patterns which have very specific characteristics indicating that there is a
high probability that a significant directional move will occur. Although the
system does not trade against the market trend, it is not a true trend-following
system inasmuch as it will only participate in very specific types of market
moves which meet the very restrictive criteria of the model. In general, the
Graham Selective Trading Program will participate only in significant market
moves that are characterized by a substantial increase in volatility. As a
result, it frequently will not participate in market trends in which virtually
all trend-following systems would have a position. Due to the extremely
selective criteria of the Graham Selective Trading model, the program will
normally maintain a neutral position in approximately 50% to 60% of the markets
in the portfolio.

     K4 Program

     The K4 Program was developed in 1998 and commenced trading operations in
January 1999. Similar to the Graham Selective Trading Program, the K4 Program
uses a mathematical model to identify certain price patterns that have very
specific characteristics indicating that there is a high probability that a
significant directional move will occur. The K4 Program differs from the Graham
Selective Trading Program in many respects, including a tendency to enter
markets at different times and it uses significantly different parameters. The
K4 Program will normally enter or exit a position only when a significant price
and volatility spike takes place and is designated to have a high percentage of
winning trades. K4 will normally maintain a neutral position in 50% of the
markets in the portfolio.


     The K4 Program will normally have weightings of approximately * % in
futures contracts based on short-term and long-term global interest rates
(including U.S. and foreign bonds, notes and Eurodollars), * % in currency
forwards (including major and minor currencies), * % in stock index futures
(including all major indices), * % in softs and agricultural futures (including
grains, meats and softs), * % in metal futures (including gold, aluminum, and
copper), and * % in energy futures (including crude oil and natural gas). The
actual weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.


     Discretionary Trading Group Program

     Unlike Graham's systematic trading programs, which are based almost
entirely on computerized mathematical models, Graham's Discretionary Trading
Group determines trades for the Discretionary Trading Group Program subjectively
on the basis of personal judgment and trading experience. The Discretionary
Trading Group Program generally utilizes fundamental information as well as
certain technical data as the basis for its trading strategies. Fundamental
considerations relate to the underlying economic and political forces that
ultimately determine the true value of a particular financial instrument or
commodity. Fundamental analysis of the Discretionary Trading Group may involve a
short- or long-term time horizon. Technical data considered by the Discretionary
Trading Group include price patterns, volatility, trading volumes and level of
open interest.

     The Discretionary Trading Group Program trades global fixed income, foreign
exchange and other futures and forward markets. The Discretionary Trading Group
Program may trade call or put options in these markets.




MORGAN STANLEY CHARTER MILLBURN L.P.


     The trading advisor for Charter Millburn is Millburn Ridgefield
Corporation. Millburn is a Delaware Corporation which was organized in May 1982.
Millburn's main business address is 411

                                       66
<Page>
West Putnam Avenue, Greenwich, Connecticut 06830. Millburn has been registered
with the CFTC as a commodity trading advisor since July 1982 and as a commodity
pool operator since September 1984 and is a member of the National Futures
Association in such capacities.

Principals


     Mr. Harvey Beker is Co-Chief Executive Officer and Co-Chairman of Millburn
Ridgefield and The Millburn Corporation, and a partner of ShareInVest Research
L.P. He received a Bachelor of Arts degree in economics from New York University
in 1974 and a Master of Business Administration degree in finance from NYU in
1975. From June 1975 to July 1977, Mr. Beker was employed by Loeb Rhoades, Inc.
where he developed and traded silver arbitrage strategies. From July 1977 to
June 1978, Mr. Beker was a futures trader at Clayton Brokerage Co. of St. Louis.
Mr. Beker has been employed by The Millburn Corporation since June 1978. During
his tenure at Millburn, he has been instrumental in the development of the
research, trading and operations areas. Mr. Beker became a principal of the firm
in 1982.



     Mr. George E. Crapple is Co-Chief Executive Officer and Co-Chairman of
Millburn Ridgefield and The Millburn Corporation and a partner of ShareInVest
Research L.P. In 1966 he graduated with honors from the University of Wisconsin
where his field of concentration was economics and he was elected to Phi Beta
Kappa. In 1969 he graduated from Harvard Law School, magna cum laude, where he
was a member of the Harvard Law Review. He was a lawyer with Sidley & Austin,
Chicago, Illinois, from 1969 until April 1, 1983, as a partner since 1975,
specializing in commodities, securities, corporate and tax law. He was first
associated with Millburn Ridgefield in 1976 and joined Millburn Ridgefield
Corporation on April 1, 1983 on a full-time basis. Mr. Crapple is a Director and
Member of the Executive Committee, Chairman of the Appeals Committee and a
former Chairman of the Eastern Regional Business Conduct Committee of the NFA,
past Chairman of the Managed Funds Association, and a member of the Technology
Advisory Committee of the CFTC.



     Mr. Gregg R. Buckbinder is Senior Vice President and Chief Operating
Officer of Millburn Ridgefield and The Millburn Corporation and a partner of
ShareInVest Research L.P. He graduated cum laude from Pace University in 1980
with a B.B.A. in accounting and received an M.S. in taxation from Pace in 1988.
He joined Millburn in January 1998 from Odyssey Partners, L.P. where he was
responsible for the operation, administration and accounting of the firm's
merchant banking and managed account businesses from mid 1990 through December
1997. Mr. Buckbinder was employed by Tucker Anthony, a securities broker and
dealer, from 1985 to 1990 where he was First Vice President and Controller, and
from 1983 to 1984 where he designed and implemented various operations and
accounting systems. He was with the public accounting firm of Ernst & Whinney
from 1984 to 1985 as a manager in the tax department and from 1980 to 1983 as a
senior auditor, with an emphasis on clients in the financial services business.
He is a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants.



     Mr. Mark B. Fitzsimmons is a Senior Vice-President of Millburn Ridgefield
and The Millburn Corporation and a partner of ShareInVest Research L.P. His
responsibilities include both marketing and investment strategy. He graduated
summa cum laude from the University of Bridgeport, Connecticut in 1970 with a
B.S. in economics. His graduate work was done at the University of Virginia,
where he received a certificate of candidacy for a Ph.D. in economics in 1973.
He joined Millburn Ridgefield in January 1990 from Morgan Stanley & Co.
Incorporated where he was a Principal and Manager of institutional foreign
exchange sales and was involved in strategic trading for the firm. From 1977 to
1987 he was with Chemical Bank New York Corporation, first as a Senior Economist
in Chemical's Foreign Exchange Advisory Service and later as a Vice-President
and Manager of Chemical's Corporate Trading Group. While at Chemical he also
traded both foreign exchange and fixed income products. From 1973 to 1977 Mr.
Fitzsimmons was employed by the Federal Reserve Bank of New York, dividing his
time between the International Research Department and the Foreign Exchange
Department.


                                       67
<Page>

     Mr. Barry Goodman is Executive Vice-President, Director of Trading and
Co-Director of Research of Millburn Ridgefield and The Millburn Corporation and
a partner of ShareInVest Research L.P. His responsibilities include overseeing
the firm's trading operation and managing its trading relationships, as well as
the design and implementation of trading systems. He graduated magna cum laude
from Harpur College of the State University of New York in 1979 with a B.A. in
economics. From 1980 through late 1982 he was a commodity trader for E. F.
Hutton & Co., Inc. At Hutton he also designed and maintained various technical
indicators and coordinated research projects pertaining to the futures markets.
He joined Millburn Ridgefield in 1982 as Assistant Director of Trading.



     Mr. Dennis B. Newton is a Senior Vice-President of Millburn Ridgefield and
The Millburn Corporation. His primary responsibilities are in administration and
marketing. Prior to joining Millburn Ridgefield in September 1991, Mr. Newton
was President of Phoenix Asset Management, Inc., a registered commodity pool
operator from April 1990 to August 1991. Prior to his employment with Phoenix,
Mr. Newton was a Director of Managed Futures with Prudential-Bache Securities
Inc. from September 1987 to March 1990. Mr. Newton joined Prudential-Bache from
Heinold Asset Management, Inc. where he was a member of the senior management
team. Heinold was a pioneer and one of the largest sponsors of funds utilizing
futures and currency forward trading.



     Mr. Grant N. Smith is Executive Vice-President and Co-Director of Research
of Millburn Ridgefield and The Millburn Corporation and a partner of ShareInVest
Research L.P. He is responsible for the design, testing and implementation of
quantitative trading strategies, as well as for planning and overseeing the
computerized decision-support systems of the firm. He received a B.S. degree
from the Massachusetts Institute of Technology in 1974 and an M.S. degree from
M.I.T. in 1975. While at M.I.T. he held several teaching and research positions
in the computer science field and participated in various projects relating to
database management. He joined Millburn Ridgefield in 1975.


     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Millburn or its principals.

     Millburn and its principals may, from time to time, trade futures,
forwards, or options contracts for their own proprietary accounts. Such trades
may or may not be in accordance with the Millburn trading programs described
below.

Multiple Trading Systems

     The objective of Millburn's trading method is to participate in all major
sustained price moves in the markets traded. Millburn regards its approach as
long-term in nature. Millburn makes trading decisions pursuant to its trading
method, which includes technical trend analysis, certain non-trend-following
technical systems, and the money management principles described below, which
may be revised from time to time. Given trends in price of sufficient duration
and magnitude, these trading systems may be profitable even though more than
half of all individual trades are unprofitable. A period of time without such
trends, however, may result in substantial losses.

     Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products.

     Successful systematic futures trading depends primarily on two factors:
development and selection of the trading systems used in each market, and
allocation of portfolio risk among the markets available for trading.


     Market environments change over time, and particular systems may perform
well in one environment but poorly in another. Likewise, portfolio sectors and
individual markets go through periods where systematic trading is very
profitable and other periods where no system makes any money.


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     The goal of Millburn's research has been to develop an algorithm to select
the optimal mix of systems in each market and an algorithm to dynamically
determine optimum portfolio allocations, allocating risk to markets according to
a forecast of profitability using a mix of systems.


     The first step in the trading methodology is developing intermediate- to
long-term trading systems which generate buy or sell decisions in a particular
market based on the direction of the price trend in the market. Over the last 30
years, Millburn has developed hundreds of trading systems. These `heritage'
systems are augmented from time to time with the results of research. Millburn
tests the full range of the systems in each market against five, ten or fifteen
years of historical data to simulate the results the system would have achieved
in the markets had the system been used to make trading decisions during the
simulation period. It then calculates (i) the profitability of the systems and
(ii) a number of statistics designed to identify high quality profits such as
(a) the percentage of profitable trades, (b) the worst losses experienced, (c)
the average giveback of maximum profits on profitable trades and (d) Sharpe
ratio (risk adjusted returns).


     Since the early 1980's Millburn has selected up to four systems in each
market after a review of statistical data for the heritage systems in an effort
to diversify away from reliance on a single system in a market. Millburn has
attempted to select systems with different characteristics to smooth the return
stream from the market. Millburn then selects its portfolio weightings taking
into account statistical data on the systems' returns in each market, liquidity
constraints and Millburn's judgement and experience. Millburn has achieved a
major improvement in this process through the recent implementation of its
System Selection Algorithm and Portfolio Allocation Algorithm.


     Because there are hundreds of systems in Millburn's heritage universe,
there are billions of potential combinations of systems for each market. The
System Selection Algorithm simulates these potential combinations and searches
for both an optimal number and combination of systems in each market. The number
of systems ranges from 5 to 8, and the combination selected will maximize Sharpe
Ratio, a risk adjusted measure of returns, subject to minimum levels of
diversification among systems in the group.



     The System Allocation Algorithm will be rerun whenever new systems become
available for inclusion in the system universe.



     The Portfolio Allocation Algorithm was designed to select a portfolio with
what Millburn believes to be `optimal' risk/reward statistics -- Sharpe ratio,
volatility and drawdown. It is designed to dynamically shift the portfolio risk
allocations into the markets and sectors which offer the best potential for
profit. There are currently over 30 markets included in the Portfolio Allocation
Algorithm universe for potential allocation - markets deemed `tradable'. Using
return streams for each market (generated by the system combination selected by
the System Selection Algorithm), the Portfolio Allocation Algorithm simulates
approximately 1 billion potential combinations of risk allocations. Each market
and sector in the universe is constrained to a maximum allocation based on
real-world considerations. In any single market, the constraints are based
primarily on liquidity and market access. Sectors are constrained largely by
externally imposed portfolio considerations, such as would occur in a `financial
only', a `currency only' or a `commodity oriented' portfolio. No minimum
allocation is specified, so markets can (and do) have allocations of zero. The
Portfolio Allocation Algorithm reallocates the portfolio when called for changes
exceed certain thresholds. Its proposed allocations are reviewed by Millburn's
Asset Allocation Committee and the Committee may make adjustments in such
allocations using its judgment and experience.



     The implementation of the System Selection Algorithm and the Portfolio
Allocation Algorithm constitute a major advance which mines Millburn's 30 years
of research achievements and extracts what Millburn believes to be significant
additional value.


Risk Management


     Risk is a function of both price level and price volatility. For example, a
100,000 barrel crude oil position is worth more and is, therefore, more risky
with oil at $30 per barrel than with oil at


                                       69
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$10 per barrel. Similarly, oil would be more risky if prices are moving in a 5%
daily range, than if prices are moving in a 1% daily range. In attempting to
assess market volatility as a means of monitoring and evaluating risk, Millburn
uses its volatility overlay as a part of individual market risk management. This
system is designed to measure the risk in the portfolio's position in a market
and signals a decrease in position size when risk increases and an increase in
position size when risk decreases. Millburn's volatility overlay maintains
overall portfolio risk and distribution of risk across markets within designated
ranges. It is applied to the systematic strategies described above. A secondary
benefit of the volatility overlay can be timely profit taking. Because markets
tend to become more volatile after a profitable trend has been long underway,
the volatility overlay often signals position reductions before trend reversals.



     In addition to the volatility overlay, Millburn's risk management focuses
on money management principles applicable to the portfolio as a whole rather
than to individual markets. The first principle is portfolio diversification
which attempts to improve the quality of profits by reducing volatility, as
described in the discussion of the Portfolio Allocation Algorithm above.


     Additional money management principles applicable to the portfolio as a
whole include: (1) limiting the assets committed as margin or collateral,
generally within a range of 15% to 35% of an account's net assets, though the
amount may any time be substantially higher; (2) prohibiting pyramiding -- that
is, using unrealized profits in a particular market as margin for additional
positions in the same market; and (3) changing the equity used for trading by an
account solely on a controlled periodic basis, not automatically due to an
increase in equity from trading profits.

     Another important risk management function is the careful control of
leverage or portfolio size. Leverage levels are determined by simulating the
entire portfolio -- all markets, all systems, all risk control overlays, the
exact weightings of the markets in the portfolio and the proposed level of
leverage -- over the past five or ten years to determine the worst case
experienced by the portfolio in the simulation period. The worst case or
peak-to-trough drawdown, is measured from a daily high in portfolio assets to
the subsequent daily low whether that occurs days, weeks or months after the
daily high. If Millburn considers the drawdown too severe, it reduces the
leverage or portfolio size.

     Decisions whether to trade a particular market require the exercise of
judgment. The decision not to trade certain markets for certain periods, or to
reduce the size of a position in a particular market, may result at times in
missing significant profit opportunities.


     Millburn employs discretion in the execution of trades where trader
expertise plays a role in timing of orders and, from time to time, may adjust
the size of a position, long or short, in any given market indicated by its
systematic trading strategies. This exercise of discretion generally occurs only
in response to unusual market conditions that may not have been factored into
the design of the trading systems and is generally intended to reduce risk
exposure. Decisions to make such adjustments also require the exercise of
judgment and may include consideration of the volatility of the particular
market; the pattern of price movements, both inter-day and intra-day; open
interest; volume of trading; changes in spread relationships between various
forward contracts; and overall portfolio balance and risk exposure.


     With respect to the execution of trades, Millburn may rely to an extent
upon the judgment of others, including dealers, bank traders and floor brokers.
No assurance is given that it will be possible to execute trades regularly at or
near the desired buy or sell point.

     The trading method, systems and money management principles utilized by
Millburn are proprietary and confidential. The foregoing description is general
and is not intended to be complete.

The Millburn Trading Programs

     The Millburn trading portfolios do not utilize different trading systems or
programs. The portfolios may include all or some of the markets Millburn trades,
and the weightings among the markets and the leverage employed will differ by
portfolio. The same trading systems will be used

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to trade a market in all portfolios which include the market. There can be no
assurance as to which markets will be included in each Millburn trading
portfolio over time. Such markets may be changed without notice, in the
discretion of Millburn. Moreover, Millburn does not maintain open positions in
all portfolio markets at all times. At certain times, Millburn may entirely
withdraw from one or more such markets.

     Portfolio markets and allocations among markets are under continuous
review, on the basis of both systematic and discretionary analysis, and are
adjusted from time to time in response to specific market changes (e.g., the
consolidation of European currencies), Millburn's judgment of the prospects for
successful systematic trading in a market, or Millburn's interpretations of
economic factors affecting the domestic and global economies and the potential
opportunities that could arise.


     Millburn currently trades 100% of Charter Millburn's assets pursuant to its
Diversified Portfolio, as described below. Subject to the prior approval of the
general partner, Millburn may, at any time, trade some or all of the
partnership's assets among one or more of Millburn's other programs. As of
January 31, 2002, Millburn was managing approximately $279 million pursuant to
the Diversified Portfolio and approximately $367 million of client assets in all
of its trading programs.


     Diversified Portfolio

     Millburn trades a broadly diversified portfolio of approximately 50 markets
in the following six sectors: currencies, precious and industrial metals, debt
instruments, stock indices, agricultural commodities and energy. The Diversified
Portfolio program has approximately 31% weighting in currencies, 31% in interest
rates, 7% in softs and agricultural commodities, 10% in stock indices, 15% in
energy products, and 6% in metals. Millburn trades its Diversified Portfolio at
standard leverage and at 150% of standard leverage.


     The Diversified Portfolio markets currently include: agricultural
commodities (including coffee, corn, cotton and sugar); metals (including
aluminum, copper and gold); energy (including crude oil, gas oil, heating oil,
natural gas and unleaded gas); currencies (forwards and options), including
(i) major currencies (including British Pound, Euro, Japanese Yen and Swiss
Franc); (ii) secondary currencies (including Canadian dollar, Korean won,
Norwegian Krone, Singapore dollar, Thai baht); (iii) crosses (including
Euro--Pound, Euro--Yen, and Euro--Norwegian Krone); (iv) interest rates (futures
and options) (including Short-term Eurodollar deposits, Short-term Euro Yen
deposits, German 5 and 10-year Euro Bonds, Tokyo Yen Bonds, U.S. Treasury Bonds,
and U.S. 5 and 10-year Treasury Notes); and (v) stock indices (including Hong
Kong Hang Seng, S&P 500, Topix Index, NASDAQ 100, Japanese, and German DAX).


     Currency Portfolio

     Millburn trades approximately 20 different currencies in its Currency
Portfolio, including "cross-rate" positions (positions in two different
currencies other than the United States dollar). Millburn -- which had managed
financially-oriented accounts since 1979 -- began managing currency-only
accounts in November 1989. Millburn trades its Currency Portfolio at standard
leverage and at 150% of standard leverage.

     Global Portfolio

     The Global Portfolio includes the currency markets as well as futures and
options contracts on U.S. and non-U.S. interest rates and stock indices as well
as precious and industrial metals. Millburn trades its Global Portfolio at
standard leverage and at 150% of standard leverage.

     World Resource Portfolio

     The World Resource Portfolio is a variation of the Diversified Portfolio,
but with a reduced emphasis on currency markets. Millburn began trading the
World Resource Portfolio on a non-proprietary basis in September 1995.

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MORGAN STANLEY CHARTER WELTON L.P.


     The trading advisor for Charter Welton is Welton Investment Corporation.
Welton is a Delaware corporation merged in May 1997 from a California
corporation originally formed in November 1988. Welton's main business address
is The Eastwood Building, San Carlos between 5th and 6th, P.O. Box 6147, Carmel,
California 93921-6147. Welton is registered, beginning January 4, 1989, as a
commodity trading advisor and commodity pool operator with the CFTC, and is a
member of the National Futures Association in such capacities.

Principals

     Dr. Patrick L. Welton is the Chief Executive Officer and Chairman of
Welton. Dr. Welton developed the mathematical analysis techniques and systems
software employed by Welton in its trading and portfolio management. Dr. Welton
earned Bachelor's Degrees from the University of Wisconsin, completing a portion
of his undergraduate studies at Harvard University. He then attended the UCLA
School of Medicine, where he completed graduate biophysics and medical studies
and earned an MD degree. Subsequently, he was a postgraduate physician and a
chief resident at the Stanford University Medical Center. In addition to his
full-time management of Welton, Dr. Welton is a principal of Welton Global Funds
Management Corporation, a Director of Axios Data Analysis Systems Corporation,
and a volunteer Clinical Professor of Medicine at Stanford University School of
Medicine. He has engaged in futures and equities market research since 1981.
During the past five years, Dr. Welton has spoken at domestic and international
conferences, authored articles, participated in panel presentations on numerous
trading and risk management issues, and served on committees for the Managed
Funds Association and National Futures Association. He also served on the Board
of Directors of the National Futures Association from 1997 to 2000. He is
registered as an Associated Person with the National Futures Association.

     Ms. Annette L. Welton is a Co-founder of Welton, a Director, Chief
Operational and Chief Financial Officer. Ms. Welton participated in the early
development of the systems software employed by Welton in its trading and
portfolio management methods. Since 1988, Ms. Welton has continued to
participate in the research committee, the review process and the monitoring of
trading for the company's clients. She also serves as a Principal to Welton
Global Funds Management Corporation, a commodity pool operator affiliate. Ms.
Welton earned a Bachelor of Science Degree from the University of California at
Los Angeles. Since 1992, Ms. Welton has participated in the Managed Funds
Association's Public Relations and Trading and Markets Committees. She has
served on the National Futures Association's Nominating Committee in the
Commodity Trading Advisor category and has authored and co-authored several
articles published in various alternative investment trade publications. She is
registered as an Associated Person with the National Futures Association.

     Mr. Jerry M. Harris is the Senior Vice President of Welton. He received a
Bachelor of Science Degree in Aerospace Engineering at the University of
Virginia. He then earned a Masters Degree in Information Systems from the
University of Southern California. Subsequently, he was Vice President and Chief
Operating Officer of Cresta Commodity Management, Inc. in San Diego, California.
Beginning 1989 through 1990, he was Vice President of Marketing at Commodities
Corporation in Princeton, New Jersey. From November 1988 through March 1998, he
was a pilot with Delta Airlines. Mr. Harris is responsible for business
development efforts and industry representation, as well as participating in
strategic planning for Welton. Mr. Harris is a member of the Alternative
Investments Management Association and serves on its International Development
Committee as well as the Institutional Money Management Advisory Committee of
the New York Mercantile Exchange. He frequently is a featured speaker to
institutional and private investor groups on the topic of integrating
skill-based alternative investment strategies to diversify investment
portfolios. He has been associated with Welton since 1993 and is registered as
an Associated Person with the National Futures Association.

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     Mr. Brent M. Hankins is the Vice President of Trading Operations and
Portfolio Manager of Welton. His responsibilities include all aspects of trading
operations and portfolio management for the firm. This includes management of
brokerage relationships as well as the preparation, transmission, checking and
reconciliation of orders, monitoring of open positions and risk, as well as
tracking the liquidity of markets traded. Mr. Hankins earned a Bachelor of Arts
Degree in Agricultural Business from California Polytechnic State University,
San Luis Obispo in 1992. He has been associated with Welton since 1993 and is
registered as an Associated Person with the National Futures Association.

     Mr. David S. Nowlin is the Vice President of Administrative Operations for
Welton. His responsibilities include oversight of the performance accounting and
compliance functions within the firm. Mr. Nowlin received a Bachelor of Arts
degree in 1983 in Business Administration from Westmont College located in Santa
Barbara, California. He earned a Masters of Business Administration in 1992 from
Santa Clara University. Mr. Nowlin has been with Welton since 1993 and is
registered as an Associated Person with the National Futures Association. Prior
to that he held positions with Price Waterhouse and Dean Witter Reynolds.

     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Welton or its principals.

     Welton and its principals trade futures options and securities for their
own accounts and provide management services to other clients. Investments made
on behalf of Welton, its principals, and its clients, as well as any policies
related thereto, will remain confidential. In the course of such trading, Welton
or its principals may take positions in their own accounts which are in the same
market and in the same direction as positions advocated for clients. If Welton
or its principals place the same trade orders for their accounts as they do for
their clients in a single block order with a brokerage firm, the brokerage firm
shall allocate the trade fill prices assigned to each account in a manner
consistent with that firm's policy. This equalizes the likelihood of Welton or
its principals receiving a superior or inferior price compared to any of their
clients or, in the case of a partial fill of a block order, equalizes the
likelihood of Welton or its principals receiving a trade that some customers
will not receive or vice versa.

Welton Investment Philosophy and Risk Management Process

     Welton is committed to achieving attractive rates of return while
successfully managing risk. This is pursued through the consistent application
of the firm's primary trading principles:

        *  Market diversification

        *  Style diversification

        *  Portfolio allocation and management

        *  Trade execution analysis

        *  Formal monitoring and review systems

     These principles provide the basis for pursuing strong rates of return with
controlled volatility and with low correlation to traditional fixed-income and
equity investments as well as to other alternative investment strategies.


     Welton's investment process employs a variety of trading styles to
diversify the basis of profitability by adding diversified sources of return
with differing market dependencies, timing risks, and therefore, low to moderate
correlation to traditional directional trading models of many alternative
investment managers. This may provide the potential benefits of (1) increasing
the actual level of portfolio diversification by increasing the number of
methods pursuing different market conditions, (2) effectively moderating
negative characteristics of other implemented models through diversification,
(3) requiring each method to be an effective, profitable, and efficient user of
capital resources, (4) applying each method objectively across all applicable
markets, and (5) providing diversification to the market impact of order types
and market conditions during execution. Specifically, Welton organizes its
trading approaches into two


                                       73
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fundamentally diverse investment style return drivers as follows. All three
investment styles are employed within Welton's Managed Futures product. The
Market Neutral product with its focus on pursuing opportunities that have a low
dependancy on correct directional positioning and the timing of those positions
utilizes the "Non Directional" style of investment strategies.



      * Non Directional (Arbitrage)



      * Directional (Non Trend Following)



      * Trend Following (Timeframe Diversified)



     Welton considers its investment products to be in a constant cycle of
review and improvement, centered on a stable process for enhancing their long
term success. This paradigm for performance improvement encompasses all
divisions of the firm. The continuous process involves regular review and
analysis of:


      * All actual trading activity

      * New and existing global markets with the goal of increasing market
        diversification

      * Potential strategic approaches to various market conditions with the
        goal of increasing diversification

      * Trading costs and execution methods

      * Portfolio management models and techniques to best integrate all of the
        above

     This process implicitly recognizes that adaptation is essential in
approaching the global markets and that adaptation is best implemented at even
the most primary model levels.

     To implement these models, Welton has developed an advanced decision
support platform capable of analyzing markets and combinations of markets around
the world in real-time. This tool allows the implementation of Welton trading
strategies independently or in complementary combinations across diverse global
markets. Ongoing research and development continues to be Welton's largest
single commitment of resources with the objective of improving the level,
consistency, and quality of performance in its offered investment products.

     Although the trading of Welton investment products is guided by the
consistent application of proprietary mathematical systems, there will always
remain investment decisions requiring the discretion and judgment of Welton.
These include, but are not limited to, contract month selection, analysis of
portfolio balance, and capital requirements.

     In addition, Welton may at its sole discretion choose not to implement
certain trades if they are judged to carry unacceptable risk to an account.
Welton will reinvest trading profits unless withdrawn by the client. Welton may
also stop trading certain markets should they become, in Welton's judgment, too
illiquid or volatile to trade or their movement too correlated with other
portfolio elements.

     For managed futures and market neutral products offered by Welton, assets
committed to meet minimum exchange margin for all positions is expected to
remain between 5% and 20% of the trading size of the account. These levels may
from time to time be greater or less than this range. Actual margin requirements
may also differ between client accounts based on the method upon which margin is
being calculated and other terms negotiated between the client and their broker.
All investments, including those offered by Welton, involve the risk of loss.

Welton Investment Products

     Welton Investment Corporation offers products in distinct alternative
investment style classes to institutional, fund, corporate, and qualified
individual clients. These include categories of products within the alternative
investment style classes of Managed Futures and Market Neutral.

     The Managed Futures class offers an investment product, the Diversified
Portfolio, that utilizes diversified trading styles and quantitative investment
models across the global futures,

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options, and currency markets. It is designed to achieve attractive absolute
rates of return with low correlation to the returns of traditional asset classes
as well as other skill-based alternative investment strategies.

     The Market Neutral class offers the Alpha Portfolio, which utilizes a
narrower group of trading styles on a much more limited group of highly liquid
global futures, options, and currency markets. The focus of this product is upon
trading styles with substantially lower dependency on correct directional
positioning and the timing of those positions. The main goal of this product is
to provide a source of significant, durable diversification to other skill-based
alternative asset investments, managed futures allocations, and traditional
asset allocations.


     Welton currently trades the assets of Charter Welton pursuant to its
Diversified Portfolio at standard leverage and its Alpha Portfolio as an overlay
to the Diversified Portfolio. Trading the Alpha Portfolio as an overlay to the
Diversified Portfolio enables the partnership to gain exposure to both trading
programs as if 100% of the assets of the partnership were traded in each
program. Subject to the prior approval of the general partner, Welton may, at
any time, trade some or all of the partnership's assets among one or more of
Welton's other programs. As of January 31, 2002, Welton was managing
approximately $28 million pursuant to the Diversified Portfolio and
approximately $32 million of client assets in all of its trading programs.


     Managed Futures


     The Diversified Portfolio has the goal of achieving attractive rates of
return from diversified sources of investment returns while continually managing
risk. This portfolio employs a diverse set of investment styles applied over
broad market and instrument sets. The Diversified Portfolio seeks to achieve
investment style, timing, and market diversification unavailable from
traditional managed investments. Market diversification is provided through
various selected domestic and global interest rate, currency, equity index,
precious and base metal, agricultural, and petroleum product markets. These
markets are traded using futures, options, and forward contract instruments. The
Diversified Portfolio trades in approximately 75 global futures, forwards, and
options markets and will normally have weightings of approximately 29% in global
interest rate futures, 20% in stock index futures, 20% in currencies, 17% in
energy futures, 4% in softs and agricultural futures, and 10% in metal futures.
The actual weightings and leverage used in each market may change over time.


     Market Neutral


     The Alpha Portfolio is highly specialized to provide clients with
significant diversification of investment returns from both traditional asset
classes and, in particular, from other managed futures and alternative
investment portfolios. The Alpha Portfolio utilizes fewer trading styles on a
more limited group of highly liquid global futures and options markets. Trading
styles are specifically focused on opportunities that have a low dependency on
correct directional positioning and the timing of those positions. The trading
styles that comprise the Alpha Portfolio have been employed continuously with
Welton's other portfolios since October 1996 and have been collectively
described as non/limited price directional. This portfolio's source and pattern
of potential return is designed to provide a durable pathway of diversification
to those investors with significant style overlap across alternative investment
managers utilizing long and short-term directional trading strategies.
Utilization of the Alpha Portfolio alone or in combination with Welton's managed
futures product may allow an investor to better achieve Welton's corporate
investment philosophy of emphasizing meaningful diversification across
investment styles, especially within multi-advisor portfolio combinations. The
Alpha Portfolio trades in approximately * global futures, forwards, and options
markets and will normally have weightings of approximately * % in global
interest rate futures, * % in stock index futures, * % in currencies, * % in
energy futures, * % in softs and agricultural futures, and * % in metal futures.
The actual weightings and leverage used in each market may change over time.


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MORGAN STANLEY CHARTER MSFCM L.P.



     The trading advisor for Charter MSFCM is Morgan Stanley Futures & Currency
Management Inc. Morgan Stanley Futures & Currency Management is a Delaware
corporation formed in June 1987 to provide long-term capital growth through
participation in the global futures and futures-related markets. Morgan Stanley
Futures & Currency Management's main business address is 825 Third Avenue, 8th
Floor, New York, NY 10022. Morgan Stanley Futures & Currency Management has been
registered with the CFTC as a commodity pool operator and commodity trading
advisor since August 1987 and is a member of the National Futures Association in
such capacities.


Principals


     Robert E. Murray, age 41, is the Executive Director of the Morgan Stanley
Managed Futures Department, a leading commodity pool operator with approximately
$1.4 billion in assets across a variety of U.S. and international public and
private managed futures funds. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the Morgan Stanley Managed Futures Department. Mr.
Murray began at Dean Witter in 1984 and has been closely involved in the growth
of managed futures at the firm over the last 17 years. He is also the chairman
and president of Morgan Stanley Futures & Currency Management Inc. ("MSFCM")
(formerly known as Dean Witter Futures & Currency Management Inc.), Morgan
Stanley's internal CTA, and is chairman and president of Demeter Management
Corporation, the entity which acts as a general partner for the Firm's managed
futures funds. Mr. Murray has served as the Vice Chairman and a Director of the
Board of the Managed Futures Association and is currently a member of the Board
of Directors of the National Futures Association. Mr. Murray received a
Bachelors Degree in Finance from Geneseo State University in 1983.



     Mitchell M. Merin, age 48, is a Director of Morgan Stanley Futures &
Currency Management. Mr. Merin is also a Director of the general partner. Mr.
Merin was appointed the Chief Operating Officer of Individual Asset Management
for Morgan Stanley Dean Witter in December 1998 and the President and Chief
Executive Officer of Morgan Stanley Dean Witter Advisors in February 1998. He
has been an Executive Vice President of Morgan Stanley DW since 1990, during
which time he has been Director of Morgan Stanley DW's Taxable Fixed Income and
Futures divisions, Managing Director in Corporate Finance and Corporate
Treasurer. Mr. Merin received his bachelor's degree from Trinity College in
Connecticut and his M.B.A. degree in Finance and Accounting from the Kellogg
Graduate School of Management of Northwestern University in 1977.



     Anthony J. DeLuca, age 39, is a Director of Morgan Stanley Futures &
Currency Management. Mr. DeLuca is also a Director of the general partner. Mr.
DeLuca was appointed the Controller of Asset Management for Morgan Stanley Dean
Witter in June, 1999. Prior to that, Mr. DeLuca was a partner at the accounting
firm of Ernst & Young LLP, where he had Morgan Stanley Dean Witter as a major
client. Mr. DeLuca had worked continuously at Ernst & Young LLP ever since 1984,
after he graduated from Pace University with a B.B.A degree in Accounting.



     Maureen Kaelin, age 35, is the Senior Portfolio Manager of Morgan Stanley
Futures & Currency Management. Ms. Kaelin is currently a First Vice President of
Morgan Stanley DW. Ms. Kaelin began her career at Morgan Stanley DW in 1989 as a
trader for Morgan Stanley Futures & Currency Management and in her role as
Senior Portfolio Manager she is responsible for direct management of the
technically based trading systems of Morgan Stanley Futures & Currency
Management. In addition, other responsibilities include risk management,
portfolio diversification and performance evaluation. In response to the
increasingly global nature of the portfolios, Ms. Kaelin initiated the
establishment of a 24-hour trading desk. Ms. Kaelin graduated from Fordham
University with a B.A. in Economics in 1989 and received her M.B.A. in Finance
at Fordham University in December 1999.



     The principals of Morgan Stanley Futures & Currency Management are
supported by a staff of approximately 10 professional trading and research
associates.


                                       76
<Page>
Trading Methodology


     Morgan Stanley Futures & Currency Management manages client accounts
pursuant to technical trend-following trading systems and money management
policies. The main objective of these systems is long-term capital growth
through participation in the global futures and futures-related markets,
including commodity futures and forward contracts, options on futures contracts
and on physical commodities, and exchange of futures for physical transactions.
Although futures trading can entail greater risk than many traditional
investments, it also has the potential to produce significant returns.



     Morgan Stanley Futures & Currency Management's trading methodology is
trend-following in nature, attempting to identify long-term trends that are
beginning and taking positions that can potentially profit from a continuation
of these trends. Positions are maintained until certain price objectives are
reached or the trend is no longer detected in the data. Deciding when to enter
or exit a position and how much exposure to maintain is made systematically
utilizing a fixed set of technical rules and mathematical formulas that consider
factors such as daily price activity, volatility, volume, and open interest.
Investors should bear in mind that technical trend-following trading systems
seldom direct market entry or exit at the most favorable price in the particular
market trend. Rather, such trading systems seek to close losing positions
relatively quickly and to maintain profitable positions, or portions thereof,
for as long as the trading systems determine that the particular market trend is
profitable or continues to exist.



     Although Morgan Stanley Futures & Currency Management's trading methodology
is generally universal across all markets traded, variations are applied from
sector to sector. In some sectors Morgan Stanley Futures & Currency Management
will maintain either a long or short position at all times, but in other sectors
a position will only be taken if a clear trend is determined. In addition, a
longer term perspective may be applied in certain sectors when detecting rising
versus declining trends.



     Morgan Stanley Futures & Currency Management may, at its sole discretion,
add to or delete from its universe of markets traded, as well as adjust the
level of risk exposure allocated thereto. Determining which markets to trade and
how much risk to allocate to each market is accomplished using a combination of
technical inputs and professional judgment. Factors employed to scrutinize the
potential contribution each market can make to the overall portfolio include
historical return, volatility and cross-correlations to other markets.
Professional judgment is used in making the final determination as to which
markets to trade and takes into account such things as market liquidity and cost
of trading. With respect to the timing and execution of trades, Morgan Stanley
Futures & Currency Management may also rely, to some extent, on the judgment of
others, such as floor brokers.



     Investors should bear in mind that decisions concerning the management of
client assets, including, but not limited to, decisions relating to the
establishment or liquidation of positions, the markets traded, and the
appropriate level of risk exposure allocated to each market, may result at times
in clients, such as the partnership, missing significant profit opportunities
which might otherwise have been captured. Furthermore, no assurance can be made
that Morgan Stanley Futures & Currency Management will give consideration to any
or all of the foregoing factors with respect to a particular trade for an
account managed by Morgan Stanley Futures & Currency Management, or that
consideration of any such factors in a particular situation will lessen the
account's risk of loss.



     Over its thirteen year history, Morgan Stanley Futures & Currency
Management has allocated significant resources to maintain an active research
and development process. This ongoing commitment is maintained to improve the
potential for strong future performance for Morgan Stanley Futures & Currency
Management clients. From time to time, Morgan Stanley Futures & Currency
Management may change or refine the trading systems employed to manage client
assets. Additional trading systems entirely independent of, or materially
different from, those employed


                                       77
<Page>

by Morgan Stanley Futures & Currency Management on behalf of the partnership may
be developed and employed by Morgan Stanley Futures & Currency Management to
manage client assets. Morgan Stanley Futures & Currency Management consistently
reviews and maintains discretion over all computer-generated trading parameters
and may, at its sole discretion, choose not to establish certain positions if
judged to present unacceptable risk to client assets.



     Morgan Stanley Futures & Currency Management generally has committed
between 10% and 30% of an account's equity as margin, but may exceed such range
at any given time. It is anticipated that Morgan Stanley Futures & Currency
Management may cause certain trading systems or portfolios to commit a greater
percentage of equity as margin than will be the case for other trading systems
or portfolios. Accordingly, those accounts on whose behalf Morgan Stanley
Futures & Currency Management employs such trading systems or portfolios may be
more aggressively leveraged from time to time than will other accounts
participating in other Morgan Stanley Futures & Currency Management trading
systems and portfolios.



     Morgan Stanley Futures & Currency Management currently trades 100% of
Charter MSFCM's assets pursuant to its Global Portfolio, as described below.
Subject to the prior approval of the general partner, Morgan Stanley Futures &
Currency Management may, at any time, trade some or all of the partnership's
assets among one or more of its other programs. As of January 31, 2002, Morgan
Stanley Futures & Currency Management was managing approximately $102 million of
customer funds in the Global Portfolio and approximately $185 million of client
assets in all of its trading programs.


The Global Portfolio


     Morgan Stanley Futures & Currency Management's Global Portfolio has been
developed to concentrate participation in futures contracts traded on futures
exchanges worldwide. Certain selected foreign currencies traded in the forward
markets are also included in the Global Portfolio. Effective August 1, 1997,
Morgan Stanley Futures & Currency Management combined its Global Portfolio with
its Financial and Metals Portfolio. As of such date, certain markets previously
included in the Financial and Metals Portfolio, but not previously included in
the Global Portfolio, were added to the Global Portfolio. The Global Portfolio
trades global futures, forwards, and options including, but not limited to,
global interest rate and stock index futures, currencies, energy futures and
certain precious and industrial metals. The Global Portfolio will normally have
weightings of approximately 33% in global interest rate futures, 2% in stock
index futures, 33% in currencies, 19% in energy futures, and 13% in metal
futures. The actual weightings and leverage used in each market may change over
time.


The Diversified Portfolio


     Morgan Stanley Futures & Currency Management's Diversified Portfolio offers
diversification into futures, forwards, and options representing global
financial and tangible assets. The Diversified Portfolio typically trades a
portfolio of diverse futures and forward markets, including contracts on
currencies, interest rates, energies, metals, soft commodities, agriculturals
and stock indices.



The SIGMA Portfolio



     The objective of the SIGMA Portfolio is to outperform the S & P 500 Index
(appreciation plus dividends) by achieving greater average rate of return with
lower downside volatility. The portfolio is designed to achieve its objectives
over the medium- to long-term. The components of a SIGMA Portfolio account's
return consist of the performance of the S & P 500 stock index futures contracts
and the performance of Morgan Stanley Futures & Currency Management's Global
Portfolio, and interest income earned by the account.


                                       78
<Page>

     The SIGMA Portfolio operates by holding a position in S & P 500 index
futures approximately equal to the account net assets, and rolling these
contracts forward as they approach expiration. Additional exposure is maintained
in Morgan Stanley Futures & Currency Management's Global Portfolio at
approximately 1/2 of a standard Morgan Stanley Futures & Currency Management
Global Portfolio account. Exposure to the S & P 500 index futures and the Global
Portfolio is adjusted periodically as account values change.



     One of the objectives of the SIGMA Portfolio is lower overall performance
volatility, resulting from a historical non-correlation between the Global
Portfolio and the S & P 500 Index during periods of decline in the S & P 500
Index. There can be no assurance, however, that this objective will be met
during any particular performance period, and there may be periods when the
S & P 500 Index declines and account losses are exacerbated due to losses at the
same time in the Global Portfolio. There can also be no assurance that either
component of the SIGMA Portfolio will off-set losses in the other during any
particular equity or other market decline, and SIGMA Portfolio accounts may
receive little benefit from their exposure to the Global Portfolio, even if such
portfolio's performance is positive, during a period of rapid and severe decline
in the S & P 500 Index.



MORGAN STANLEY CHARTER CAMPBELL L.P.



     The trading advisor for Charter Campbell is Campbell & Company, Inc., a
Maryland corporation that organized in April 1978 as a successor to a
partnership originally organized in January 1974. Campbell has been registered
with the CFTC as a commodity trading advisor since May 1978 and is a member of
the National Futures Association in such capacity. Campbell's principal place of
business is located at 210 W. Pennsylvania Ave., Suite 770, Towson, MD 21204.



     Principals



     Ms. Theresa D. Becks serves as the Chief Financial Officer, Treasurer,
Secretary, and a Director. Ms. Becks joined Campbell in June 1991. In addition
to her role as Chief Financial Officer, Ms. Becks also oversees administration
and compliance at Campbell. From December 1987 to June 1991, she was employed by
Bank of Maryland Corp, a publicly held company. When she left she was
Vice-President and Chief Financial Officer. Prior to that time, she worked with
Ernst & Young. Ms. Becks is a C.P.A. and has a B.S. in Accounting from the
University of Delaware. Ms. Becks is registered as an associated person of
Campbell.



     Mr. Richard M. Bell serves as a Senior Vice-President--Trading. Mr. Bell
began his employment with Campbell in May 1990. His duties include managing
daily trade execution of the assets under Campbell's management. From September
1986 through May 1990 Mr. Bell was the managing general partner of several
partnerships registered as broker-dealers involved in market making on the floor
of the Philadelphia Stock Exchange and Philadelphia Board of Trade. From July
1975 through September 1986 Mr. Bell was a stockholder and Executive
Vice-President of Tague Securities, Inc., a registered broker-dealer. Mr. Bell
graduated from Lehigh University with a B.S. in Finance. Mr. Bell is registered
as an associated person of Campbell.



     Mr. D. Keith Campbell has served as Chairman of the Board since it began
operations and was President until January 1, 1994, and Chief Executive Officer
until January 1, 1998. Mr. Campbell is the majority stockholder. From 1971
through June 1978 he was a registered representative of a futures commission
merchant. Mr. Campbell has acted as a commodity trading advisor since January
1972 when, as general partner of Campbell Fund, a limited partnership engaged in
commodity futures trading, he assumed sole responsibility for trading decisions
made on behalf of Campbell Fund. Since then he has applied various technical
trading systems to numerous discretionary commodity trading accounts over which
Campbell has discretionary trading authority. Mr. Campbell is registered with
the CFTC as a commodity pool operator and is a


                                       79
<Page>

member of the National Futures Association in such capacity. He is also
registered as an associated person of Campbell.



     Mr. William C. Clarke, III joined Campbell in June 1977. He is an Executive
Vice-President and a Director. Mr. Clarke holds a B.S. in Finance from Lehigh
University where he graduated in 1973. Mr. Clarke currently oversees all aspects
of research which involves the development of proprietary trading models and
portfolio management methods. Mr. Clarke is registered as an associated person
of Campbell.



     Bruce L. Cleland, joined Campbell & Company in January 1993 and presently
serves as President, Chief Executive Officer and a Director. Mr. Cleland has
worked in the international derivatives industry since 1973, and has owned and
managed firms engaged in global clearing, floor brokerage, trading, and
portfolio management. Mr. Cleland is currently a member of the Board of
Directors of the Managed Funds Association, and he has previously served as a
member of the Board of Governors of the Comex, in New York. Mr. Cleland is a
graduate of Victoria University in Wellington, New Zealand where he earned a
Bachelor of Commerce and Administration degree. Mr. Cleland is an Associated
Person of Campbell & Company.



     Phil Lindner, serves as Vice President--Information Technology. Mr. Lindner
has been employed by Campbell since October 1994, became the IT Director in
March 1996, and Vice President in January 1998. Mr. Lindner oversees Campbell's
computer and telecommunications systems, including a staff of programmers that
program proprietary applications for Campbell's trading, fund administration,
and accounting functions, and provide complete computer systems support to all
Campbell employees. Prior to joining Campbell, Mr. Lindner worked as a
programmer and manager for Amtote, a provider of race-track computer systems.



     Mr. James M. Little serves as Executive Vice-President/Marketing and as a
Director. Mr. Little holds a B.S. in Economics and Psychology from Purdue
University. Mr. Little joined Campbell in April 1990. From March 1989 through
April 1990, Mr. Little was a registered representative of A.G. Edwards & Sons,
Inc. Prior to that, from January 1984 through March 1989, he was the Chief
Executive Officer of James Little & Associates, Inc., a registered commodity
pool operator and registered broker-dealer. Mr. Little is the co-author of The
Handbook of Financial Futures, and is a frequent contributor to investment
industry publications. Mr. Little is registered as an associated person of
Campbell.



     Mr. C. Douglas York has been employed by Campbell since November 1992. He
is a Senior Vice President--Trading. His duties include managing daily trade
execution for foreign exchange markets. From January 1991 through October 1992,
Mr. York worked for Black & Decker as Global Foreign Exchange Manager. He holds
a B.A. in Government from Franklin and Marshall College. Mr. York is an
associated person of Campbell.



     Any principal of Campbell may trade futures interests for his or her own
accounts. In addition, Campbell manages proprietary accounts for its deferred
compensation plan and principals. Campbell has written procedures that govern
proprietary trading by principals. Trading records for proprietary trading
accounts are available for review by clients upon reasonable notice. Such trades
may or may not be in accordance with the Campbell trading program described
below.



     The Campbell Trading Program



     Campbell trades the partnership's assets pursuant to its Financial, Metal &
Energy Small Portfolio, which trades exclusively in futures, options, and
forward contracts, including foreign currencies, precious and base metals,
energy products, stock market indices, and interest rate futures. Once Charter
Campbell's assets equal at least $8 million, Campbell will trade the
partnership's assets pursuant to its Financial, Metal & Energy Large Portfolio.
As of January 31,


                                       80
<Page>

2002, Campbell was managing approximately $2.50 billion of client assets
pursuant to the Financial, Metal & Energy Large Portfolio and approximately
$2.76 billion in all of its programs.



     Campbell makes trading decisions using proprietary technical trading
models, which analyze market statistics. There can be no assurance that the
trading models currently being used will produce results similar to those
produced in the past. Campbell's trading models are designed to detect and
exploit medium-term to long-term price changes, while also applying proven risk
management and portfolio management principles.



     Campbell believes that utilizing multiple trading models provides an
important level of diversification, and is most beneficial when multiple
contracts in each market are traded. Every trading model may not trade every
market. It is possible that one trading model may signal a long position while
another trading model signals a short position in the same market. It is
Campbell's intention to offset those signals to reduce unnecessary trading, but
if the signals are not simultaneous, both trades will be taken and since it is
unlikely that both positions would prove profitable, in retrospect, one or both
trades will appear to have been unnecessary. It is Campbell's policy to follow
trades signaled by each trading model independently of the other models.



     Over the course of a long-term trend, there are times when the risk of the
market may not appear to be justified by the potential reward. In such
circumstances some of Campbell's trading models may exit a winning position
prior to the end of a price trend. While there is some risk to this method (for
example, being out of the market during a significant portion of a price trend),
Campbell's research indicates that this is well compensated for by the decreased
volatility of performance which may result.



     Campbell's trading models may include trend-following trading models,
counter-trend trading models, and trading models that do not seek to identify or
follow price trends at all. Campbell expects to develop additional trading
models and to modify models currently in use and may or may not employ all such
models for all clients' accounts. The trading models currently used by Campbell
may be eliminated from use if Campbell ever believes such action is warranted.



     While Campbell normally follows a disciplined systematic approach to
trading, on occasion it may override the signals generated by the trading
models, such as when market conditions dictate otherwise. While such action may
be taken for any reason at any time at Campbell & Company's discretion, it will
normally only be taken to reduce risk in the portfolio, and may or may not
enhance the results that would otherwise be achieved.



     Campbell applies risk management and portfolio management strategies to
measure and manage overall portfolio risk. These strategies include portfolio
structure, risk balance, capital allocation, and risk limitation. One objective
of risk and portfolio management is to determine periods of relatively high and
low portfolio risk, and when such points are reached, Campbell may reduce or
increase position size accordingly. It is possible, however, that this reduction
or increase in position size may not enhance the results achieved over time.



     From time to time, Campbell may increase or decrease the total number of
contracts held based on increases or decreases in an account's assets, changes
in market conditions, perceived changes in portfolio-wide risk factors, or other
factors which may be deemed relevant.



     Campbell estimates that, based on the amount of margin required to maintain
positions in the markets currently traded, aggregate margin for all positions
held in a client's account will range between 5% and 30% of the account's net
assets. From time to time, margin commitments may be above or below these
ranges.



     The number of contracts that Campbell believes can be bought or sold in a
particular market without unduly influencing price adversely may at times be
limited. In such cases a client's portfolio would be influenced by liquidity
factors because the positions in such markets might be substantially smaller
than the positions that would otherwise be taken.


                                       81
<Page>

     Financial, Metal & Energy Portfolios



     Campbell offers two versions of the Financial, Metal & Energy Portfolio --
the Financial, Metal & Energy Large Portfolio and the Financial, Metal & Energy
Small Portfolio. The Financial, Metal & Energy Large Portfolio is appropriate
for accounts greater than $8 million in size. Accounts in this portfolio trade
certain contracts in the cash markets that do not have futures equivalents. The
Financial, Metal & Energy Small Portfolio requires a minimum investment of $5
million. Both Large and Small Portfolios trade in foreign currencies, precious
and base metals, energy products, stock market indices and interest rates. Prior
to February 1995, all FME accounts were traded together in the Large Portfolio.
The Small Portfolio began in February 1995, when accounts smaller than $10
million were transferred from the Large to the Small Portfolio. Those existing
accounts in the Small Portfolio that fall below the $5 million minimum size have
been split out into a separate composite performance table since July 2000, when
the increased minimum for new accounts was initially imposed. This timing
coincides with the addition of a new trading model for accounts above $5
million, which can create significant differences in returns. The data in these
composite tables does not reflect the performance of any one account. An
individual account may have realized more or less favorable results than the
composite indicates.



Past Performance of Campbell



     Set forth below in Capsules A through H is the past performance history of
Campbell and its principals for client accounts. Capsules A-1 and B-1 are pro
formas of Capsules A and B, each adjusted for the brokerage, management, and
incentive fees applied to Charter Campbell. The footnotes following Capsule H
are an integral part of each Capsule.



     You are cautioned that the information set forth in the following Capsule
performance summaries is not necessarily indicative of, and may have no bearing
on, any trading results which may be attained by Campbell or Charter Campbell in
the future, since past results are not a guarantee of future results. There can
be no assurance that Campbell or the partnership will make any profits at all,
or will be able to avoid incurring substantial losses. You should also note that
interest income may constitute a significant portion of a commodity pool's total
income and, in certain instances, may generate profits where there have been
realized or unrealized losses from commodity trading.


                                       82
<Page>

                                                                       CAPSULE A



                            CAMPBELL & COMPANY, INC.
          FINANCIAL, METAL & ENERGY SMALL (ABOVE $5 MILLION) PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Small (Above $5 Million)
       Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1995
       Number of open accounts: 11
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $100.4 million
       Largest monthly drawdown: (9.94)% - (November 2001)
       Worst peak-to-valley drawdown: (9.94)% - (November 2001)


<Table>
<Caption>
      MONTH           2002        2001       2000       1999       1998       1997       1996       1995
      -----           ----        ----       ----       ----       ----       ----       ----       ----
<S>                <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>
                       %           %          %          %          %          %          %           %
January..........    (0.84)      (1.49)      3.23      (4.61)      2.80       3.85       8.80         *
February.........                 0.48      (0.52)      1.34      (2.34)      1.63      (5.20)        *
March............                 6.15      (2.03)      1.60       5.81      (1.75)      4.33         *
April............                (7.97)     (2.55)      5.20      (5.99)     (3.03)      2.57         *
May..............                 0.92       2.47      (3.15)      4.21      (3.01)     (2.11)        *
June.............                (2.24)      0.77       4.95       1.51       3.62       1.41         *
July.............                 1.05      (2.56)     (0.64)     (4.04)      8.81      (1.71)        *
August...........                 1.31       3.04       1.18       9.95      (5.94)      3.52         *
September........                    *      (3.36)      1.55       3.68       4.53       1.92         *
October..........                    *       2.75      (3.85)      5.52       2.32      12.85         *
November.........                    *       5.52       0.78      (0.91)      0.59      12.11         *
December.........                    *       2.36       2.80       1.10       5.41      (4.12)        *
Compound
  Annual/Period
  Rate of
  Return.........    (0.84)      (1.35)      9.02       6.80      22.16      17.30      37.83         *
                   (1 month)                                                                     (11 months)
</Table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       83
<Page>

                                                                     CAPSULE A-1



                                  PROFORMA OF
          FINANCIAL, METAL & ENERGY SMALL (ABOVE $5 MILLION) PORTFOLIO



       Largest monthly drawdown: (* )% - (* )
       Worst peak-to-valley drawdown: (* )% - (* -* )


<Table>
<Caption>
      MONTH           2002        2001       2000       1999       1998       1997       1996       1995
      -----           ----        ----       ----       ----       ----       ----       ----       ----
<S>                 <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        %           %          %          %          %          %          %          %
January..........       *           *          *          *          *          *          *
February.........                   *          *          *          *          *          *          *
March............                   *          *          *          *          *          *          *
April............                   *          *          *          *          *          *          *
May..............                   *          *          *          *          *          *          *
June.............                   *          *          *          *          *          *          *
July.............                   *          *          *          *          *          *          *
August...........                   *          *          *          *          *          *          *
September........                   *          *          *          *          *          *          *
October..........                   *          *          *          *          *          *          *
November.........                   *          *          *          *          *          *          *
December.........                   *          *          *          *          *          *          *
Compound
  Annual/Period
  Rate of
  Return.........       *           *          *          *          *          *          *          *
                   (1 month)                                                                     (11 months)
</Table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       84
<Page>

                                                                       CAPSULE B



                            CAMPBELL & COMPANY, INC.
                   FINANCIAL, METAL & ENERGY LARGE PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Large Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: April 1983
       Number of open accounts: 18
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $2.406 billion
       Largest monthly drawdown since inception: (17.68)% - (June 1986)
       Largest monthly drawdown past five years: (9.62)% - (November 2001)
       Worst peak-to-valley drawdown since inception: (* )% - (* -* )
       Worst peak-to-valley drawdown past five years: (9.62)% - (November 2001)


<Table>
<Caption>
      MONTH           2002        2001       2000       1999       1998       1997       1996       1995       1994       1993
      -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
<S>                <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                      %           %           %         %          %           %          %          %          %          %
January              (0.71)      (1.09)       3.70     (4.83)      3.25        5.26       5.46      (4.53)     (4.67)     (0.71)
February                          0.71       (0.35)     1.45      (2.38)       2.26      (5.63)      5.85      (6.81)     13.74
March                             6.97       (1.96)     0.87       4.95       (2.08)      5.62       9.58       7.00      (5.79)
April                            (8.09)      (1.86)     5.60      (5.88)      (3.84)      3.49       2.08      (1.77)      2.99
May                               1.23        2.74     (3.25)      4.34       (1.84)     (1.71)      0.88      (2.78)      2.81
June                             (1.71)       1.96      4.63       2.04        2.23       1.29      (0.90)      5.24       2.55
July                              1.45       (1.72)    (0.15)     (3.68)       9.27       0.01      (4.05)     (4.36)      5.55
August                            2.11        3.08      1.22       9.23       (5.14)      1.78       5.83      (3.79)     (4.33)
September                         6.94       (3.23)     1.75       2.97        4.23       2.47      (3.47)      6.91      (4.83)
October                           4.97        3.19     (4.25)      4.41        2.39      12.06       1.20       0.36      (6.19)
November                         (9.62)       5.98      0.53      (0.50)       0.57      12.22      (0.24)     (7.02)      0.59
December                          3.71        2.38      3.64       0.64        4.95      (4.29)      6.82      (5.08)     (0.08)
Compound
  Annual/Period
  Rate of Return     (0.71)       6.20       14.32      6.81      20.07       18.75      35.96      19.46     (16.76)      4.68
                   (1 month)
</Table>

<Table>
<Caption>
    MONTH           1992        1991       1990       1989       1988       1987       1986       1985       1984       1983
    -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
                      %           %          %          %          %          %          %          %          %          %
<S>                <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
January              (5.54)      (7.89)       3.00      7.90      (0.08)      33.71      (6.28)      3.63       1.27
February             (3.58)      (1.59)       0.59     (1.99)      2.39        3.23      17.84      11.59       2.12
March                 1.05       20.41        3.37     10.74      (1.88)      13.51       6.48       0.74       2.44
April                (2.78)      (1.87)       4.62      1.94      (5.12)      15.39      (7.87)      5.97       0.09      (0.40)
May                   1.14        2.81      (11.50)    13.72       1.63       (4.17)      5.01       2.92       9.78       0.18
June                 10.66        1.49        8.29      1.88       8.29       (3.21)    (17.68)     (2.18)     (5.50)     (3.71)
July                 10.40       (7.96)      10.04      0.55      (0.68)       9.80       5.21       5.48       6.86       3.27
August                4.99        3.79       12.30     (0.81)     (0.22)      (1.12)      7.61      (3.63)     (1.34)     (1.47)
September            (2.17)       6.07        2.59     (4.27)      4.80        2.71     (17.22)    (11.29)      8.32       0.83
October              (4.67)       0.63        1.25     (6.88)     (0.06)     (13.45)    (11.74)      3.95       2.79      (4.18)
November              6.26       (2.03)      (1.35)     2.46      (0.35)      (0.53)    (11.84)     10.45      (3.12)     (1.93)
December             (1.36)      17.45       (0.54)    12.88      (0.42)       2.11       1.84       3.40       1.49      (3.21)
Compound
  Annual/Period
  Rate of Return     13.46       31.12       35.24     42.23       7.96       64.38     (30.45)     33.05      26.96     (10.35)
                                                                                                                        (9 months)
</Table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       85
<Page>

                                                                     CAPSULE B-1



                                  PROFORMA OF
                   FINANCIAL, METAL & ENERGY LARGE PORTFOLIO



       Largest monthly drawdown past five years: (10.93)% - (November 2001)
       Largest monthly drawdown since inception: (17.02)% - (June 1986)
       Worst peak-to-valley drawdown past five years: (10.93)% - (November 2001)
       Worst peak-to-valley drawdown since inception: (38.80)% - (April
       1986-November 1986)


<Table>
<Caption>
      MONTH           2002        2001       2000       1999       1998       1997       1996       1995       1994       1993
      -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
<S>                <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                      %            %          %         %          %           %          %          %          %         %
January..........     (1.09)      (1.48)      3.64     (5.26)      2.75        5.66       4.84      (4.94)     (5.08)    (1.19)
February.........                  0.30      (0.87)     1.07      (3.24)       1.96      (6.20)      5.26      (7.13)    12.70
March............                  6.79      (2.59)     0.55       5.09       (2.96)      5.11       9.03       6.70     (6.63)
April............                 (8.55)     (2.25)     5.61      (6.37)      (4.51)      2.97       1.56      (2.12)     2.85
May..............                  0.85       2.42     (3.95)      4.02       (2.35)     (2.23)      0.29      (3.11)     2.69
June.............                 (2.08)      1.83      4.81       1.65        1.70       0.78      (1.49)      4.95      2.84
July.............                  1.10      (2.09)    (0.43)     (4.11)       9.45      (0.36)     (4.65)     (4.70)     4.71
August...........                  1.76       2.83      0.95       9.04       (6.34)      1.28       5.23      (4.17)    (5.29)
September........                  6.79      (3.70)     1.60       2.52        4.21       1.99      (4.05)      6.58     (5.32)
October..........                  4.75       2.86     (4.66)      4.07        2.29      11.55       0.57       0.01     (6.62)
November.........                (10.93)      6.33      0.17      (1.09)       0.17      11.28      (0.81)     (7.40)     0.21
December.........                  3.34       2.09      3.30       0.30        4.65      (5.60)      6.25      (5.46)    (0.39)
Compound
  Annual/Period
  Rate of
  Return.........    (1.09)        0.95      10.45      3.13      14.48       13.56      26.48      11.70     (20.22)    (1.16)
                   (1 month)
</Table>

<Table>
<Caption>
     MONTH           1992        1991       1990       1989       1988       1987       1986       1985       1984       1983
     -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
                      %           %          %          %          %          %          %          %          %          %
<S>                <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
January               (6.06)      (8.61)      2.55      7.75      (0.07)      36.28      (5.92)      3.72       1.57
February              (4.10)      (2.22)      0.25     (3.83)      1.72        3.90      18.02      10.78       2.55
March                  0.63       20.41       3.18     10.78      (2.73)      14.50       6.15       1.37       2.93
April                 (3.26)      (2.56)      4.07      1.19      (6.43)      14.65      (7.75)      5.16       0.21      0.84
May                    0.70        2.41     (12.58)    12.46       0.97       (4.01)      5.55       3.22       9.16      0.82
June                  10.42        1.25       6.96      1.06       8.04       (2.73)    (17.02)     (2.31)     (4.80)    (3.29)
July                   9.40       (8.50)     10.38      0.21      (1.18)      10.47       5.77       5.35       6.80      3.56
August                 4.15        3.29      11.40     (1.60)     (0.75)      (0.53)      8.18      (4.18)     (0.92)    (1.16)
September             (2.55)       5.62       1.54     (5.28)      4.29        4.89     (16.96)    (11.12)      8.75      1.79
October               (5.16)       0.12       0.32     (7.33)      0.00      (12.98)    (10.11)      6.18       2.21     (3.75)
November               5.95       (2.60)     (2.12)     1.82      (0.92)      (0.26)    (11.32)      7.60      (2.49)    (1.69)
December              (2.32)      16.58      (1.26)    11.99      (0.71)       2.86       2.78       3.69       1.26     (2.52)
Compound
  Annual/Period
  Rate of Return       6.28       23.37      24.96     30.30       1.56       78.58     (25.87)     31.28      29.67     (5.51)
                                                                                                                        (9 months)
</Table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       86
<Page>

                                                                       CAPSULE C



                            CAMPBELL & COMPANY, INC.
     FINANCIAL, METAL & ENERGY SMALL (BELOW $5 MILLION) PORTFOLIO COMPOSITE
                               PERFORMANCE TABLE
                   THIS PORTFOLIO IS CLOSED TO NEW INVESTORS.



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Small (Below $5 Million)
       Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: July 2000
       Number of open accounts: 12
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $18.7 million
       Largest monthly drawdown: (11.84)% - (November 2001)
       Worst peak-to-valley drawdown: (11.84)% - (November 2001)
       2002 year-to-date return: 1.49% (1 month)
       2001 annual return: (3.76)% (8 months)
       2000 annual return: (13.12)% (6 months)



                                                                       CAPSULE D



                            CAMPBELL & COMPANY, INC.
                       GLOBAL DIVERSIFIED LARGE PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Global Diversified Large Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1986
       Number of open accounts: 2
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $92.4 million
       Largest monthly drawdown: (9.95)% - (November 2001)
       Worst peak-to-valley drawdown: (9.95)% - (November 2001)
       2002 year-to-date return: (0.86)% (1 month)
       2001 annual return: 5.89%
       2000 annual return: 11.18%
       1999 annual return: 4.57%
       1998 annual return: 12.47%
       1997 annual return: 14.95%



       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       87
<Page>

                                                                       CAPSULE E



                            CAMPBELL & COMPANY, INC.
                       GLOBAL DIVERSIFIED SMALL PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Global Diversified Small Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: June 1997
       Number of open accounts: 1
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $1.9 million
       Largest monthly drawdown: (12.47)% - (November 2001)
       Worst peak-to-valley drawdown: (12.47)% - (November 2001)
       2002 year-to-date return: 1.75% (1 month)
       2001 annual return: (1.16)%
       2000 annual return: 17.59%
       1999 annual return: 2.51%
       1998 annual return: 17.50%
       1997 annual return: 13.85% (7 months)



                                                                       CAPSULE F



                            CAMPBELL & COMPANY, INC.
                           FOREIGN EXCHANGE PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Foreign Exchange Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: November 1990
       Number of open accounts: 2
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $12.1 million
       Largest monthly drawdown: (7.85)% - February 1998)
       Worst peak-to-valley drawdown: (12.39)% - December 1997-February 1998)
       2002 year-to-date return: (3.22)% (1 month)
       2001 annual return: 15.92%
       2000 annual return: 11.39%
       1999 annual return: 7.19%
       1998 annual return: 4.25%
       1997 annual return: 18.19%



       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                       88
<Page>

                                                                       CAPSULE G



                            CAMPBELL & COMPANY, INC.
             INTEREST RATES, STOCK INDICES & COMMODITIES PORTFOLIO



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Interest Rates, Stock Indices & Commodities Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1996
       Number of open accounts: 1
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $8.7 million
       Largest monthly drawdown: (16.13)% - (November 2001)
       Worst peak-to-valley drawdown: (19.24)% - (October 2001 - December 2001)
       2002 year-to-date return: 1.54% (1 month)
       2001 annual return: (0.71)%
       2000 annual return: 18.12%
       1999 annual return: 6.85%
       1998 annual return: 27.08%
       1997 annual return: 20.15%



                                                                       CAPSULE H



                            CAMPBELL & COMPANY, INC.
                          THE ARK PORTFOLIO COMPOSITE



       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: The Ark Portfolio Composite
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: September 1996
       Number of open accounts: 9
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $2.3 million
       Largest monthly drawdown: (11.86)% - (July 1998)
       Worst peak-to-valley drawdown: (13.44)% - (March 2001-June 2001)
       2002 annual return: 1.85% (1 month)
       2001 annual return: (4.35)%
       2000 annual return: 28.86%
       1999 annual return: 28.27%
       1998 annual return: 2.48%
       1997 annual return: 20.49%



* Performance has been calculated using the Fully-Funded Subset method in
  accordance with CFTC guidelines. See the discussion of this method in the
  introduction to the notes following this performance presentation.



       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.



             FOOTNOTES TO CAMPBELL'S CAPSULE PERFORMANCE SUMMARIES



     "Inception of trading by commodity trading advisor" is the date on which
Campbell began trading client accounts.



     "Inception of trading in program" is the date on which Campbell began
trading client accounts pursuant to the program shown.


                                       89
<Page>

     "Number of open accounts" is the number of accounts directed by Campbell
pursuant to the program shown as of January 31, 2002.



     "Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of Campbell as of January 31,
2002.



     "Aggregate assets in program" is the aggregate amount of assets in the
program specified as of January 31, 2002.



     "Drawdown" means losses experienced by the trading program over a specified
period. "Largest monthly drawdown" means greatest percentage decline in net
asset value due to losses sustained by the trading program from the beginning to
the end of a calendar month during the most recent five calendar years (and from
inception to date in the case of Capsule A, A-1, B, and B-1).



     "Worst peak-to-valley drawdown" means greatest cumulative percentage
decline in month-end net asset value of the trading program due to losses
sustained during a period in which the initial month-end net asset value of the
trading program is not equaled or exceeded by a subsequent month-end net asset
value of the trading program during the most recent five calendar years (and
from inception to date in the case of Capsule A, A-1, B, and B-1).



     "Compound annual and year-to-date/period rate of return" presented in the
composite performance capsules are calculated based on the "Fully-Funded-Subset"
method as prescribed by the CFTC. These rates of return are derived by dividing
the sum of the net performance, i.e., the aggregate of net performance for each
of the accounts qualifying for inclusion in the Fully-Funded Subset, by the sum
of the Actual Funds-based beginning NAVs for the Fully-Funded Subset. Returns
are then compounded to arrive at the year-to-date rate of return.



   FOOTNOTES TO CAMPBELL'S CAPSULE A-1 AND CAPSULE B-1 PRO FORMA PERFORMANCE
                                   SUMMARIES



     Capsules A-1 and B-1 above reflect pro forma rates of return, which are the
result of the general partner making certain pro forma adjustments to the past
performance record of client accounts managed pursuant to the Financial, Metal &
Energy Small (Above $5 million) Portfolio and Financial, Metal & Energy Large
Portfolio, respectively, the trading programs to be employed for Charter
Campbell by Campbell. The pro forma adjustments are an attempt approximately to
reflect Charter Campbell's brokerage, management and incentive fees, and
interest income, as opposed to the fees, expenses, and interest income
applicable to the various accounts included in Capsules A and B above.



     Capsules A-1 and B-1 must be read in conjunction with the description of
Campbell and its trading programs above. Furthermore, you must be aware that pro
forma rates of return have certain inherent limitations: (A) pro forma
adjustments are only an approximate means of modifying historical records to
reflect certain aspects of the economic terms of a new commodity pool,
constitute no more than mathematical adjustments to actual performance numbers,
and give no effect whatsoever to such factors as possible changes in trading
approach that might have resulted from the different fee structure, interest
income, leverage, and other factors applicable to Charter Campbell as compared
to Campbell's actual trading; and (B) there are different means by which the pro
forma adjustments could have been made.



     While the general partner believes that the information set forth in
Capsules A-1 and B-1 are relevant to evaluating an investment in Charter
Campbell, no representation is or could be made that the Capsules present what
the results of Charter Campbell would have been in the past or are likely to be
in the future. Past results are not a guarantee of future results.


                                 EXCHANGE RIGHT


     If the conditions described below are satisfied, you may redeem your units
in any partnership as of the last day of any calendar month and use the proceeds
to purchase units of any of the other


                                       90
<Page>

Charter Series partnerships. However, a Charter Series exchange will only be
permitted as of the sixth month-end after you first became an investor in a
Charter Series partnership, and as of the last day of each month thereafter.
Each unit you purchase in a Charter Series exchange will be issued and sold at a
price per unit equal to 100% of the net asset value of a unit as of the close of
business on the exchange date. Any units you redeem in a Charter Series exchange
will not be subject to a redemption charge. Units you acquire in a Charter
Series exchange will be subject to redemption charges, but will be deemed to
have the same purchase date as the units you exchanged for purposes of
determining the applicability of any redemption charges. Thus, for example, if
you hold units of Charter Graham for twelve months, exchange those units for
units of Charter Millburn, then redeem any of those units fifteen months later,
you will not have to pay a redemption charge, because those units will be deemed
to have been held for 27 months.



     When you request a Charter Series exchange, additional conditions must be
satisfied. First, the partnership from which you are redeeming must have assets
sufficient to discharge its liabilities and redeem units. In order to effect a
Charter Series exchange, you must send a subscription agreement to a Morgan
Stanley branch office, and that agreement must be received by the general
partner at least five business days prior to the applicable exchange date. In
that agreement you must acknowledge that you are still eligible to purchase
units on the exchange date. You must exchange a minimum of 500 units in a
Charter Series exchange into a partnership in which you do not already own
units, unless you are liquidating your entire interest in a partnership.
However, if you already own units in a partnership and would like to exchange
into additional units of that partnership, you must exchange at least 100 units.
A form of subscription agreement is annexed to this prospectus as Exhibit B, and
additional copies of the subscription agreement may be obtained by written
request to the general partner or from a local Morgan Stanley branch office.


     In order to effect a Charter Series exchange, each partnership must have a
sufficient number of units registered and qualified for sale under federal and
applicable state securities laws pursuant to a current prospectus. While the
general partner intends to maintain a sufficient number of registered units to
effect series exchanges, it is under no obligation to do so. Therefore, the
general partner cannot assure you that any units will be available for sale on
an exchange date. Furthermore, states may impose significant burdens on, or
alter the requirements for, qualifying units for sale. In that event, the
general partner may not continue qualifying units for sale in those states, and
residents of those states would not be eligible for a Charter Series exchange.
In addition, certain states may impose more restrictive suitability and/or
investment requirements than those set forth in the form of subscription
agreement. Any such restrictions may limit the ability of residents of those
states to effect a Charter Series exchange. In the event that not all
subscription agreements can be processed because an insufficient number of units
is available for sale on an exchange date, the general partner will allocate
units in a manner it determines in its sole discretion. The general partner has
not yet determined how it will allocate units in the event there are an
insufficient number of units available on an exchange date.

     Units of any new partnership in the Charter Series may be offered to
investors pursuant to exercise of the Charter Series exchange right. Before
purchasing units of a new partnership, you will be required to receive a copy of
a prospectus and any supplement to this prospectus describing the new
partnership and its units, and you will be required to execute a new
subscription agreement to purchase units of that partnership.

     Since a Charter Series exchange is equivalent to a redemption and an
immediate reinvestment of the proceeds of the redemption, you should carefully
review the portions of this prospectus describing redemptions and the tax
consequences before effecting a Charter Series exchange.

                                  REDEMPTIONS

     Once you are an investor in a Charter Series partnership for at least six
months, you may redeem all or part of your units, regardless of when such units
were purchased. Redemptions may

                                       91
<Page>
only be made in whole units, with a minimum of 100 units required for each
redemption, unless you are redeeming your entire interest in a partnership. The
general partner will redeem your units in the order in which they were
purchased.


     Redemptions will only be effective as of the last day of the month in which
a request for redemption in proper form has been timely received by the general
partner. A "request for redemption" is a letter in the form specified by the
general partner that must be sent by you to a local Morgan Stanley branch office
and received by the general partner at least five business days prior to the
redemption date. A form of request for redemption is annexed to the limited
partnership agreement, which agreement is annexed to this prospectus as Exhibit
A. Additional copies of the request for redemption may be obtained by written
request to the general partner or a local Morgan Stanley branch office.


     If you redeem units, you will receive 100% of the net asset value of each
unit redeemed as of the redemption date, less any applicable redemption charges.
The "net asset value" of a unit is an amount equal to the partnership's net
assets allocated to capital accounts represented by units, divided by the number
of units outstanding. "Net Assets" means the total assets of a partnership,
including all cash and cash equivalents (valued at cost), accrued interest and
amortization of original issue discount, and the market value of all open
futures, forwards, and options positions and other assets of the partnership,
less the total liabilities of the partnership, including, but not limited to,
all brokerage, management, and incentive fees, and ordinary administrative
expenses, transaction fees and costs, if any, and extraordinary expenses,
determined in accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting. The market value of
a futures contract traded on a U.S. exchange means the settlement price on the
exchange on which that futures contract is traded on the day net assets are
being determined. However, if a futures contract could not have been liquidated
on that day because of the operation of daily limits or other rules of the
exchange or otherwise, the settlement price on the first subsequent day on which
the futures contract could be liquidated will be the market value of that
futures contract for that day. The market value of a forward contract or a
futures contract traded on a foreign exchange or market means its market value
as determined by the general partner on a basis consistently applied for each
different variety of forward contract or futures contract.


     If you redeem units on or prior to the last day of the twelfth month from
the date of their purchase, those units will be subject to a redemption charge
equal to 2% of their net asset value on the redemption date. If you redeem units
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 their purchase, those units will be subject
to a redemption charge equal to 1% of their net asset value on the redemption
date. If you redeem units after the last day of the twenty-fourth month from the
date of purchase, those units will not be subject to a redemption charge. All
redemption charges will be paid to Morgan Stanley DW and will not be shared with
the financial advisor or additional selling agent who sold the units.


     Your units will be exempt from redemption charges under the following
circumstances:


     * If you redeem units at the first redemption date following notice of an
       increase in brokerage, management, or incentive fees, those units will
       not be subject to redemption charges.


     * If you redeem units in a Charter Series exchange, the units you redeem
       will not be subject to redemption charges and, for purposes of
       determining the applicability of future redemption charges, the units you
       acquire will be deemed to have the same purchase date as the units you
       exchanged.

     * If you redeem units of any other partnerships for which Demeter serves as
       the general partner, the units you redeem from the other limited
       partnership in the exchange will be

                                       92
<Page>
       subject to any applicable redemption charges, but the Charter Series
       units you acquire will not be subject to redemption charges.

     * If you redeem units and have either paid a redemption charge with respect
       to the units or held the units for at least twenty-four months, you will
       not be subject to redemption charges with respect to any newly-purchased
       units, provided the new units are purchased within twelve months of and
       in an amount no greater than the net proceeds of the prior redemption,
       and the units are held for at least six months from the date of purchase.
       In that event, you will still be subject to the minimum purchase and
       suitability requirements.


     The general partner will endeavor to pay redemptions within ten business
days after the redemption date. A partnership may be forced to liquidate open
futures, forwards, and options positions to satisfy redemptions in the event it
does not have sufficient cash on hand that is not required as margin on open
positions. SEE "RISK FACTORS--PARTNERSHIP AND OFFERING RISKS--RESTRICTED
INVESTMENT LIQUIDITY IN THE UNITS" ON PAGE * . When you redeem units, payment
will be made by credit to your customer account with Morgan Stanley DW, or by
check mailed to you if your account is closed. Your right to redeem units is
contingent upon the redeeming partnership having assets sufficient to discharge
its liabilities on the redemption date, and timely receipt by the general
partner of your request for redemption as described above.



     The terms and conditions applicable to redemptions in general, other than
those prohibiting redemptions before the sixth month-end following the closing
at which you first became an investor in a Charter Series partnership, and
providing that redemptions may only be made as of the end of a calendar month,
will also apply to redemptions effected on "special redemption dates." See "The
Limited Partnership Agreements--Books and Records; Reports to Limited Partners"
on page * .


                             THE COMMODITY BROKERS


MORGAN STANLEY DW INC., MORGAN STANLEY & CO. INCORPORATED, AND MORGAN STANLEY &
CO. INTERNATIONAL LIMITED



     Morgan Stanley DW Inc., a Delaware corporation, acts as the partnerships'
non-clearing commodity broker. Morgan Stanley DW, as the non-clearing commodity
broker, holds each partnership's funds in customer segregated or secured
accounts, and provides all required margin funds to the clearing commodity
brokers. Morgan Stanley & Co. Incorporated, a Delaware corporation, acts as the
partnerships' clearing commodity broker and foreign currency forward
counterparty, and Morgan Stanley & Co. International Limited serves as the
clearing commodity broker for trades that take place on the London Metal
Exchange. Morgan Stanley DW monitors each partnership's futures positions that
the clearing commodity brokers report they are carrying for any errors in trade
prices or trade fill. Morgan Stanley DW also serves as the non-clearing
commodity broker for all, and Morgan Stanley serves as the clearing commodity
broker and foreign exchange counterparty for all but one, of the other commodity
pools for which Demeter serves as general partner and commodity pool operator.
Morgan Stanley International serves as the clearing commodity broker for the
trades of such pools that take place on the London Metal Exchange.



     Morgan Stanley DW is a financial services company which provides to its
individual, corporate, and institutional clients services as a broker in
securities, futures, and options, a dealer in corporate, municipal and
government securities, an investment adviser, and an agent in the sale of life
insurance and various other products and services. Morgan Stanley DW has its
main business office at 1585 Broadway, New York, New York 10036. Morgan Stanley
DW is a member firm of the New York Stock Exchange, the American Stock Exchange,
the Chicago Board Options Exchange, and other major securities exchanges. Morgan
Stanley DW is registered with the CFTC as a futures commission merchant and is a
member of the National Futures Association in such capacity. Morgan Stanley DW
is also registered with the SEC as a broker-dealer and is a member of the NASD.
Morgan Stanley DW is currently servicing its clients through a network of


                                       93
<Page>

approximately 700 offices nationwide with approximately 15,000 financial
advisors servicing individual and institutional client accounts.



     Morgan Stanley & Co. Incorporated is the clearing commodity broker for all
trades for the partnerships, other than for those trades on the London Metal
Exchange. Morgan Stanley has its main business office at 1585 Broadway, New
York, New York 10036. Morgan Stanley is registered as a futures commission
merchant, is a member of the National Futures Association, and is a member of
most major U.S. and foreign commodity exchanges. Morgan Stanley is registered
with the SEC as a broker-dealer and is a member of the NASD.



     Morgan Stanley International, a United Kingdom corporation, acts as the
partnerships' clearing commodity broker solely with regard to any trading on the
London Metal Exchange. Morgan Stanley International has its main business office
at 25 Cabot Square, Canary Wharf, London E14 4QA, England, is regulated by the
United Kingdom Securities and Futures Authority as a member firm, and is a
member of the London Metal Exchange and other securities and commodities
exchanges worldwide.



     Morgan Stanley Dean Witter & Co., the parent company of Morgan Stanley DW,
Morgan Stanley, and Morgan Stanley International, is a worldwide financial
services firm, employing, directly and through its subsidiaries, more than
45,000 people worldwide in offices throughout the United States and 20 foreign
countries. Morgan Stanley Dean Witter & Co. is a publicly-traded company listed
on the New York Stock Exchange; its common stock had a market value of
approximately $61 billion at January 28, 2002. At that date, Morgan Stanley Dean
Witter & Co. had leading market positions in its three primary businesses
(securities, asset management and credit services), and it ranked among the top
asset managers globally, with over $500 billion in assets under management.


BROKERAGE ARRANGEMENTS


     The partnerships' brokerage arrangements with Morgan Stanley DW, Morgan
Stanley, and Morgan Stanley International are discussed in "Conflicts of
Interest--The brokerage arrangements with affiliates of the general partner were
not negotiated at arm's-length or reviewed by any independent party for
fairness" on page * , "--Customer agreements with the commodity brokers permit
actions which could result in losses or lost profit opportunity" on page * , and
"Description of Charges--Commodity Brokers" on page * .


     The general partner will review at least annually the brokerage
arrangements of each partnership to ensure that those arrangements are fair,
reasonable, and competitive, and represent the best price and services
available, taking into consideration:

     * the size of the partnership;

     * the futures, forwards, and options trading activity;

     * the services provided by the commodity broker or any affiliate thereof to
       the partnership;

     * the cost incurred by the commodity broker or its affiliates in organizing
       and operating the partnership and offering units;

     * the overall costs to the partnership;

     * any excess interest and compensating balance benefits to the commodity
       broker from assets held thereby; and

     * if the general partner does not receive any direct compensation from the
       partnership for its services as general partner, the risks incurred by
       the general partner as general partner of the partnership.

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     Each customer agreement sets forth a standard of liability for the
commodity broker and provides for indemnities of the commodity broker. See
"Fiduciary Responsibility and Liability" on page * .


                                   LITIGATION

     At any given time, the commodity brokers are involved in numerous legal
actions, some of which seek significant damages.


     On January 11, 1999, the SEC brought an action against 28 NASDAQ market
makers, including Morgan Stanley, and 51 individuals, including one current and
one former trader employed by Morgan Stanley, for certain conduct during 1994.
The core of the charges against Morgan Stanley concerns improper or undisclosed
coordination of price quotes with other broker-dealers and related reporting,
recordkeeping, and supervisory deficiencies in violation of Sections
15(b)(4)(E), 15(c)(1) and (2) and 17(a) of the Securities Exchange Act and Rules
15c1-2, 15c2-7 and 17a-3 promulgated thereunder. Without admitting or denying
the charges, Morgan Stanley consented to the entry of a cease and desist order
and to the payment of a civil penalty of $350,000, disgorgement of $4,170, and
to submit certain of its procedures to an independent consultant for review. In
addition, one current and one former trader employed by Morgan Stanley accepted
suspensions of less than two months each and were fined $25,000 and $30,000,
respectively.



     On April 6, 2000, Morgan Stanley, along with 16 other firms, entered into
an industry-wide settlement with the SEC, IRS and the Department of Justice
(intervening on behalf of a qui tam plaintiff) to resolve litigation and
investigations relating to "yield burning" allegations. At the core of the
"yield burning" litigation and investigations were allegations that, from 1990
to 1994, escrow providers excessively marked up securities sold to escrow
accounts in connection with advance refunding transactions on behalf of
municipal bond issuers. The practice was alleged to benefit the escrow provider
to the detriment of either the United States Treasury or the municipal issuer.
The industry-wide settlement required 17 firms to pay a total of over $139
million (over $120 million to the United States Treasury and over $18 million
directly to municipal issuers). Without admitting or denying any wrongdoing,
Morgan Stanley consented to the entry of an order directing that it cease and
desist from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of
1933 and requiring it to pay $2.45 million to the United States Treasury. No
payment to municipal issuers was required.



     On August 21, 2001 without admitting or denying any violation, Morgan
Stanley & Co. Incorporated consented to the entry of a conclusion that: the
Chicago Board of Trade Business Conduct Committee had reason to believe that the
firm had violated regulation 9B.11 by virtue of regulation 9B.07, in that Morgan
Stanley employees entered orders into the a/c/e trading platform without
inputting their own user ids; and regulation 480.10, in that Morgan Stanley
failed to ensure compliance by its employees with exchange regulation 9B.11. In
addition, Morgan Stanley paid a $20,000 fine to the Chicago Board of Trade.


     During the five years preceding the date of this prospectus, other than as
described above, there have been no material criminal, civil, or administrative
actions pending, on appeal or concluded against the commodity brokers, the
general partner, or any of their principals, which the general partner believes
would be material to an investor's decision to invest in the partnerships.

                       THE LIMITED PARTNERSHIP AGREEMENTS

     This section of the prospectus summarizes all material provisions of the
limited partnership agreement of each partnership that are not discussed
elsewhere in the prospectus. A form of the limited partnership agreements is
annexed to this prospectus as Exhibit A. Each limited partnership agreement is
identical, except as noted otherwise below or in Exhibit A.

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NATURE OF THE PARTNERSHIPS


     Each partnership was formed under Delaware law on July 15, 1998, except
that Charter MSFCM was formed on October 22, 1993 and Charter Campbell was
formed on March 26, 2002. The fiscal year of each partnership begins on January
1 of each year and ends on the following December 31.


     The units that you purchase and pay for in this offering will be fully paid
and nonassessable. You may be liable to a partnership for liabilities that arose
before the date of a redemption or Charter Series exchange. Your liability,
however, will not exceed the sum of your unredeemed capital contribution,
undistributed profits, if any, any distributions and amounts received upon a
redemption or deemed received on a Charter Series exchange, together with
interest on any such amount. However, a partnership will not make a claim
against you for any amounts received in connection with a redemption of units or
a Charter Series exchange unless the net assets of the partnership are
insufficient to discharge the liabilities of the partnership that arose before
any distributions were made to you. The general partner will be liable for all
obligations of a partnership to the extent that assets of the partnership are
insufficient to pay those obligations.

MANAGEMENT OF PARTNERSHIP AFFAIRS

     You will not participate in the management or operations of a partnership.
Under each limited partnership agreement, the general partner is solely
responsible for managing the partnership.

     The general partner may use a partnership's funds only to operate the
business of that partnership. The general partner may hire an affiliate to
perform services for the partnership if the general partner determines that the
affiliate is qualified to perform the services, and can perform those services
under competitive terms that are fair and reasonable. Any agreement with an
affiliate must be for a term not in excess of one year and be terminable by the
partnership without penalty upon 60 days' prior written notice.

     Other responsibilities of the general partner include:

     *  determining whether a partnership will make a distribution;

     *  administering redemptions and series exchanges;

     *  preparing monthly and annual reports;

     *  preparing and filing tax returns required for each partnership;

     *  signing documents on behalf of each partnership and its limited partners
        pursuant to powers of attorney; and

     *  supervising the liquidation of a partnership, if necessary.

SHARING OF PROFITS AND LOSSES


     You will have a capital account in each partnership in which you invest,
with an initial balance equal to the amount you paid for units of the
partnership. The general partner also has a capital account. Each partnership's
net assets will be calculated monthly, and your capital account will be adjusted
as necessary to reflect any increases or decreases that may have occurred since
the preceding month. The general partner and limited partners will share profits
and losses in proportion to the size of their respective capital accounts. For a
description of the federal tax allocations, see "Material Federal Income Tax
Considerations--Partnership Taxation--Allocation of Partnership Profits and
Losses" on page * .


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RESTRICTIONS ON TRANSFERS OR ASSIGNMENTS

     While you may transfer or assign your units, the transferee or assignee may
not become a limited partner without the written consent of the general partner.
You may only withdraw capital or profits from a partnership by redeeming units.
The general partner may withdraw any portion of its interest in a partnership
that exceeds the amount required under the limited partnership agreement without
prior notice to or consent of the limited partners. In addition, the general
partner may withdraw or assign its entire interest in a partnership if it gives
120 days' prior written notice to the limited partners. If a majority of limited
partners elect a new general partner or partners to continue the business of the
partnership, the withdrawing general partner must pay all reasonable expenses
incurred by the partnership in connection with its withdrawal.


     Any transfer or assignment of units by you will take effect at the end of
the month in which the transfer or assignment is made, subject to the following
conditions. A partnership is not required to recognize a transfer or assignment
until it has received at least 30 days' prior written notice from the limited
partner. The notice must be signed by the limited partner and include the
address and social security or taxpayer identification number of the transferee
or assignee and the number of units transferred or assigned. A transfer or
assignment of less than all units held by you cannot occur if as a result either
party to the transfer or assignment would own fewer than the minimum number of
units required for an investment in the partnership (subject to certain
exceptions relating to gifts, death, divorce, or transfers to family members or
affiliates). The general partner will not permit a transfer or assignment of
units unless it is satisfied that the transfer or assignment would not be in
violation of Delaware law or applicable federal, state, or foreign securities
laws; and notwithstanding such transfer or assignment, the partnership will
continue to be classified as a partnership rather than as an association taxable
as a corporation under the Internal Revenue Code of 1986, as amended. No
transfer or assignment of units will be effective or recognized by a partnership
if the transfer or assignment would result in the termination of that
partnership for federal income tax purposes, and any attempt to transfer or
assign units in violation of the limited partnership agreement will be
ineffective. The limited partner must pay all costs, including any attorneys'
and accountants' fees, related to a transfer or assignment.


AMENDMENTS; MEETINGS

     Each limited partnership agreement may be amended by the general partner
and by limited partners owning more than 50% of the units of that partnership.
In addition, the general partner may make certain amendments to a limited
partnership agreement without the consent of the limited partners, including any
amendment that is not adverse to the limited partners or is required by the
staff of the SEC, the CFTC, any other federal agency, any state "Blue Sky"
official, or other governmental official, or to comply with applicable law.
However, no amendment may be made to a limited partnership agreement without the
consent of all partners affected if that amendment would reduce the capital
account of any partner, modify the percentage of profits, losses, or
distributions to which any partner is entitled, or change or alter the
provisions of the limited partnership agreement relating to amendments requiring
the consent of all partners.

     Upon written request to the general partner delivered either in person or
by certified mail, you or your authorized attorney or agent may obtain a list of
the names and addresses of, and units owned by, all limited partners in your
partnership, provided that you pay reasonable duplicating and postage costs.
Limited partners owning at least 10% of the units of a partnership may request a
meeting to consider any matter upon which limited partners may vote. Upon
receipt of such a request, the general partner must call a meeting of that
partnership, by written notice sent by certified mail or delivered in person
within 15 days of the request. The meeting must be held at least 30 but not more
than 60 days after the mailing by the general partner of notice of the meeting.
The notice must specify the date, a reasonable place and time, and the purpose
of the meeting.

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     At any meeting of the limited partners, the following actions may be taken
upon the affirmative vote of limited partners owning more than 50% of the units:

     * amend the limited partnership agreement;

     * dissolve the partnership;

     * remove and replace the general partner;

     * elect a new general partner or general partners if the general partner
       terminates or liquidates or elects to withdraw from the partnership, or
       becomes insolvent, bankrupt or is dissolved;

     * terminate any contract with the general partner or any of its affiliates
       on 60 days' prior written notice; and

     * approve the sale of all or substantially all of the assets of the
       partnership.

     Any of the foregoing actions may also be taken by limited partners without
a meeting, without prior notice, and without a vote, by means of written
consents signed by limited partners owning the required number of units. Notice
of any actions taken by written consent must be given to non-consenting limited
partners within seven business days.

BOOKS AND RECORDS; REPORTS TO LIMITED PARTNERS

     The books and records of each partnership are maintained at its principal
office for at least five years. You or your authorized attorney or agent will
have the right during normal business hours to inspect and copy the books and
records of each partnership of which you are a limited partner. Alternatively,
you may request that copies of the books and records be sent to you, provided
that you pay all reasonable reproduction and distribution costs. The partnership
will retain copies of subscription documentation in connection with purchases
and exchanges of units for at least six years.


     Within 30 days after the close of each calendar month, the general partner
will provide such financial and other information with respect to each
partnership as the CFTC and National Futures Association require, together with
information concerning any material change in the brokerage commissions or fees
payable by the partnerships to any commodity broker. You will also receive
within 90 days after the close of each fiscal year an annual report containing
audited financial statements for the partnerships. Annual reports will provide a
detailed statement of any transactions with the general partner or its
affiliates and of fees, commissions, and any compensation paid or accrued to the
general partner or its affiliates. By March 15 of each year, the partnership
will send you the tax information necessary for you to prepare your federal
income tax return. The net asset value of each partnership's units, which is
estimated daily by the general partner, will be promptly supplied to you upon
written request.


     A written notice, including a description of limited partners' redemption
and voting rights, will be mailed to the limited partners of a partnership
within seven business days if any of the following events occur:

     * the net asset value of a unit decreases by at least 50% from the net
       asset value of that unit as of the end of the immediately preceding
       month;

     * the limited partnership agreement is materially amended;


     * there is any change in trading advisors or any material change in a
       management agreement.


     * there is any change in commodity brokers or any material change in the
       compensation arrangements with a commodity broker;

     * there is any change in general partners or any material change in the
       compensation arrangements with a general partner;

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     * there is any change in the partnership's fiscal year;

     * there is any material change in the partnership's trading policies as
       specified in the limited partnership agreement; or

     * the partnership ceases to trade futures, forwards, and options.


     If you receive a notice as to a 50% decrease in net asset value per unit,
that notice will also advise you that a "special redemption date" will take
place when limited partners may redeem their units in the same manner as
described under "Redemptions" on page * for regular redemption dates. Further,
following the close of business on the date of the 50% decrease giving rise to
that notice, the partnership will liquidate all existing positions as promptly
as reasonably practicable, and will suspend all futures, forwards, and options
trading through the special redemption date. The general partner will then
determine whether to reinstitute futures, forwards, and options trading or to
terminate the partnership.


     In addition, subject to limits imposed under certain state guidelines
incorporated in the limited partnership agreements, no increase in any of the
management, incentive, or brokerage fees payable by the partnerships, or any of
the caps on fees, may take effect until the first business day following a
redemption date. In the event of such an increase:

     * notice of the increase will be mailed to limited partners at least five
       business days prior to the last date on which a "request for redemption"
       must be received by the general partner with respect to the applicable
       redemption date;

     * the notice will describe the redemption and voting rights of limited
       partners; and

     * units redeemed at the first redemption date following the notice will not
       be subject to any redemption charges.

     Each limited partner expressly agrees that in the event of his death, he
waives on behalf of himself and his estate the furnishing of any inventory,
accounting, or appraisal of the assets of the partnership and any right to an
audit or examination of the books of the partnership.

                              PLAN OF DISTRIBUTION
GENERAL


     Morgan Stanley DW is offering units pursuant to a selling agreement with
the partnerships and the general partner. With the approval of the general
partner, Morgan Stanley DW may appoint additional selling agents to make offers
and sales of the units. These additional selling agents may include any
securities broker or dealer which is a member in good standing of the NASD, as
well as any foreign bank, dealer, institution or person ineligible for
membership in the NASD that agrees not to make any offers or sales of units
within the U.S. or its territories, possessions, or areas subject to its
jurisdiction, or to U.S. citizens or residents. Any such non-NASD member must
also agree to comply with applicable provisions of the Conduct Rules of the NASD
in making offers and sales of units.



     Morgan Stanley DW is offering the units on a "best efforts" basis without
any agreement by Morgan Stanley DW to purchase units. The general partner may in
the future register additional units of any partnership with the SEC. There is
no maximum amount of funds which may be contributed to a partnership. The
general partner may in the future subdivide or combine outstanding units of any
partnership, in its discretion, provided that any subdivision or combination
will not affect the net asset value of any limited partner's interest in the
partnership.



     Each partnership has agreed to indemnify its trading advisors in connection
with the offer and sale of units of any partnership with respect to any
misleading or untrue statement or alleged misleading or untrue statement of a
material fact or material omission or alleged omission unrelated to its trading
advisor. Each partnership has also agreed to indemnify Morgan Stanley


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DW, the general partner and any additional sellers in connection with the offer
and sale of units. See "Fiduciary Responsibility and Liability" on page * .



INITIAL OFFERING OF CHARTER CAMPBELL



     Units of Charter Campbell are being offered for sale at $10 per unit at its
initial closing, which is currently scheduled to be held as of *, 2002. After
the initial closing, unsold units will be sold in the continuing offering
with units of the other partnerships as described below.



     The period from the date of this prospectus through * , 2002 is the initial
offering period for Charter Campbell. The initial offering period, however, may
be extended to * , 2002, in the sole discretion of the general partner. In order
for Charter Campbell to commence trading operations, the general partner must
receive and accept subscriptions for at least 500,000 units during the initial
offering period. If less than 500,000 units of Charter Campbell are subscribed
for during the initial offering period, the offering will terminate and each
subscriber's Morgan Stanley DW customer account will be credited for the full
subscription amount, with interest, within five business days. The general
partner, the commodity brokers, any additional sellers, and the trading
advisors, and their respective affiliates may, but are not required to,
subscribe for units in Charter Campbell. Units subscribed for by such entities
will be counted for purposes of determining whether the 500,000 unit minimum
subscription requirement has been satisfied. However, units subscribed for by
such entities during the initial offering period will be for investment purposes
only and not with a view towards redistribution, and may not be redeemed for a
period of two years after the initial closing if the partnership would not have
the minimum $5,000,000 in net assets remaining immediately following the
redemption.


CONTINUING OFFERING

     Units of each partnership are being offered for sale at monthly closings
held on the last day of each month. Units will be offered and sold at the net
asset value of a unit of the partnership on the date of the monthly closing. The
sale amount will be delivered to the partnership that sold the unit.

ESCROW ARRANGEMENTS


     During the continuing offering if your subscription is not immediately
rejected by the general partner, your subscription funds will be transferred to,
and held in escrow by, The Chase Manhattan Bank, New York, New York. The
subscription funds held in escrow will be invested in the escrow agent's
interest-bearing money market account, and will earn the interest rate then paid
by the bank on that account. If the general partner accepts your subscription,
at the applicable month-end closing the escrow agent will pay your subscription
funds to the appropriate partnership and pay any interest earned on those funds
to Morgan Stanley DW. Morgan Stanley DW in turn will credit your Morgan Stanley
DW customer account with the interest. If the general partner rejects your
subscription, the escrow agent will promptly pay the rejected subscription funds
and any interest earned to Morgan Stanley DW, and Morgan Stanley DW will then
credit your Morgan Stanley DW customer account with those amounts, and the funds
will be immediately available for investment or withdrawal. If you closed your
Morgan Stanley DW customer account, any subscription returned and interest
earned will be paid by check. Interest will be earned on subscription funds from
the day of deposit with the escrow agent to the day that funds are either paid
to the appropriate partnerships in the case of accepted subscriptions or paid to
Morgan Stanley DW in the case of rejected subscriptions. At all times during the
continuing offering, and prior to each monthly closing, subscription funds will
be in the possession of the escrow agent, and at no time will the general
partner hold or take possession of the funds.


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COMPENSATION TO MORGAN STANLEY DW EMPLOYEES AND ADDITIONAL SELLING AGENTS



     In the case of units purchased for cash, qualified employees of Morgan
Stanley DW have the option to receive from Morgan Stanley DW (payable solely
from its own funds) a gross sales credit equal to 4% of the net asset value per
unit as of the monthly closing for each unit sold by them and issued at the
monthly closing, plus a gross sales credit of up to 71% of the brokerage fees
received by Morgan Stanley DW from the partnership each month that are
attributable to outstanding units sold by them, commencing with the fifteenth
month after the monthly closing at which a unit is issued. Alternatively,
qualified employees of Morgan Stanley DW may forego the initial sales credit of
4% of the net asset value per unit and immediately commence receiving a gross
sales credit of up to 71% of the brokerage fees received by Morgan Stanley DW
from the partnership each month that are attributable to outstanding units sold
by them.



     In the case of units purchased pursuant to a Charter Series exchange or
non-Charter Series exchange, qualified employees of Morgan Stanley DW will not
receive the initial gross sales credit of 4%. However, in the case of a Charter
Series exchange or non-Charter Series exchange, Morgan Stanley DW employees will
receive a gross sales credit of up to 71% of the brokerage fees received by
Morgan Stanley DW from the partnership each month that are attributable to such
outstanding units, as follows:



     * in the case of a Charter Series exchange where the Morgan Stanley DW
       employee elected to receive the initial gross sales credit of 4% in
       connection with the initial purchase of the units redeemed, the Morgan
       Stanley DW employee will receive the monthly gross sales credit
       commencing with the fifteenth month after the date the units being
       redeemed were purchased; and



     * in the case of a Charter Series exchange where the Morgan Stanley DW
       employee elected not to receive the initial gross sales credit of 4% in
       connection with the initial purchase of the units redeemed, or in the
       case of a non-Charter Series exchange, the Morgan Stanley DW employee
       will receive the monthly gross sales credit commencing with the first
       month after the units are issued.



     In all cases, qualified Morgan Stanley DW employees will receive continuing
compensation until the applicable partnership terminates or the unit is
redeemed, whichever comes first.


     No part of this compensation will be paid by a partnership and,
accordingly, net assets will not be reduced as a result of such compensation.


     Each person receiving continuing compensation must be a Morgan Stanley DW
employee at the time of receipt of payment and must be registered as an
associated person with the CFTC and be a member of the National Futures
Association in such capacity only after either having passed the Series 3 or
Series 31 examination or having been "grandfathered" as an associated person
qualified to do commodity brokerage under the Commodity Exchange Act and the
CFTC's regulations. These employees must also perform additional services,
including:


     * inquiring of the general partner from time to time, at the request of
       limited partners, as to the net asset value of each partnership's units;

     * inquiring of the general partner, at the request of limited partners,
       regarding the futures, forwards, and options markets and the activities
       of the partnerships;

     * responding to questions of limited partners with respect to the monthly
       account statements, annual reports, financial statements and annual tax
       information furnished periodically to limited partners;

     * providing advice to limited partners as to when and whether to make
       additional investments or to redeem or exchange units;

     * assisting limited partners in the redemption or exchange of units; and

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     * providing such other services as limited partners from time to time may
       reasonably request.


     The additional compensation paid by Morgan Stanley DW may be deemed to be
underwriting compensation. In addition, certain officers and directors of the
general partner may receive compensation as employees of Morgan Stanley DW
based, in part, on the amount of brokerage fees paid by the partnerships to
Morgan Stanley DW. The selling agreement among Morgan Stanley DW, the general
partner, and the partnerships provides that such compensation may only be paid
by Morgan Stanley DW as long as these services are provided. Any limited partner
may telephone, write or visit a financial advisor at a Morgan Stanley branch
office to avail himself of these services.



     Morgan Stanley DW may at any time implement cash sales incentive and/or
promotional programs for its employees who sell units. These programs will
provide for Morgan Stanley DW, and not any partnership or the general partner,
to pay Morgan Stanley DW's employees bonus compensation based on sales of units.
Any sales or promotional program will be approved by the NASD prior to its
start.



     The aggregate of all compensation paid to employees of Morgan Stanley DW
from the initial 4% gross sales credit, the redemption charges received by
Morgan Stanley DW, and any sales incentives will not exceed 10% of the proceeds
of the sale of units.



     Morgan Stanley DW may compensate any qualified additional selling agent for
each unit sold by it by paying a selling commission, from Morgan Stanley DW's
own funds, as determined by Morgan Stanley DW and the additional selling agent,
but not to exceed 4% of the net asset value of the unit sold. Additional selling
agents who are properly registered as futures commission merchants or
introducing brokers with the CFTC and are members of the National Futures
Association in such capacity may also receive from Morgan Stanley DW, payable
from Morgan Stanley DW's own funds, continuing compensation for providing to
limited partners the continuing services described above. This additional
compensation paid by Morgan Stanley DW may be up to 35% of the brokerage fees
generated by outstanding units sold by additional selling agents and received by
Morgan Stanley DW as commodity broker for the partnership (except for employees
of affiliates of Morgan Stanley DW, who will be compensated at the same rate as
employees of Morgan Stanley DW). Additional selling agents may pay all or a
portion of this additional compensation to their employees who have sold units
and provide continuing services to limited partners if the employees are
properly registered with the CFTC and are members of the National Futures
Association. Additional compensation paid by Morgan Stanley DW may be deemed to
be underwriting compensation.


                             SUBSCRIPTION PROCEDURE

     The minimum subscription for most subscribers is $20,000. However, in the
case of eligible subscribers purchasing units pursuant to a non-Charter Series
exchange, the $20,000 minimum subscription will be satisfied if the proceeds of
the redemption of the units redeemed would have equaled at least $20,000 as of
the last day of the month immediately preceding the closing at which the units
are purchased, irrespective of whether the actual proceeds from such redemption
are less than $20,000 when the units are redeemed. You may subscribe for units
of one partnership, or you may divide your investment among any of the
partnerships, provided that the minimum subscription for any one partnership is:

     * in the case of a cash purchase, $5,000;

     * in the case of a non-Charter Series exchange, the proceeds from the
       redemption of five units from commodity pools other than the Spectrum
       Series of partnerships, or 500 units from one, or any combination, of the
       Spectrum Series of partnerships.

     If you already own units in a partnership and you wish to make an
additional investment in that partnership, you may subscribe for additional
units at a monthly closing with a minimum investment of:

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     * in the case of a cash purchase, $1,000;


     * in the case of a non-Charter Series exchange, the proceeds from the
       redemption of one unit from commodity pools other than the Spectrum
       Series of partnerships, or 100 units from one, or any combination, of the
       Spectrum Series of partnerships.



     In order to make your first purchase of units of a partnership, other than
by means of an exchange, you must complete, sign, and deliver to Morgan Stanley
DW a subscription agreement which will authorize the general partner and Morgan
Stanley DW to transfer the full subscription amount from your Morgan Stanley DW
customer account to the partnerships' Escrow Account. If your subscription
agreement is received by Morgan Stanley DW and not immediately rejected, you
must have the appropriate amount in your Morgan Stanley DW customer account on
the first business day following the date that your subscription agreement is
received by Morgan Stanley DW. Morgan Stanley DW will deduct the subscription
amount from your customer account and transfer funds into escrow with the escrow
agent on that date. If you do not have a Morgan Stanley DW customer account or
an account with an affiliate of Morgan Stanley DW, or do not have sufficient
funds in your existing Morgan Stanley DW customer account, you should make
appropriate arrangements with your Morgan Stanley financial advisor, or contact
your local Morgan Stanley branch office. Do not mail any payment to the general
partner, as it will be returned to you for proper placement with the Morgan
Stanley branch office where your account is maintained.



     In the case of a Charter Series exchange or a non-Charter Series exchange,
you must complete, sign, and deliver to your Morgan Stanley financial advisor a
subscription agreement, which will authorize the general partner to redeem all
or a portion of your interest in a partnership or another commodity pool for
which the general partner serves as general partner and commodity pool operator,
subject to terms of the applicable limited partnership agreement, and to use the
proceeds, after deducting any applicable redemption charges, to purchase units
in one or more of the partnerships.



     In accordance with an NASD rule, Morgan Stanley DW will not subscribe for
units on your behalf if it has discretionary authority over your customer
account, unless it gets prior written approval from you.



     If you subscribe by check, units will be issued subject to the collection
of the funds represented by the check. If your check is returned unpaid, Morgan
Stanley DW will notify the general partner, and the relevant partnership will
cancel the units issued to you represented by the check. Any losses or profits
sustained by the partnership allocable to the cancelled units will be allocated
among the remaining partners. In the limited partnership agreements, each
limited partner agrees to reimburse a partnership for any expense or loss
(including any trading loss) incurred in connection with the issuance and
cancellation of any units issued to the limited partner.



     Subscriptions for units are generally irrevocable by subscribers. However,
you may revoke your subscription agreement and receive a full refund of the
subscription amount and any accrued interest, or revoke the redemption of units
in the other commodity pool in the case of an exchange, within five business
days after execution of the subscription agreement or no later than 3:00 P.M.,
New York City time, on the date of the applicable monthly closing, whichever
comes first, by delivering written notice to your Morgan Stanley financial
advisor. There may be other rescission rights under applicable federal and state
securities laws. The general partner may reject any subscription, in whole or in
part, in its sole discretion.



     A sample form of the subscription agreement is annexed to this prospectus
as Exhibit B. A separate copy of the subscription agreement accompanies this
prospectus or you may obtain one, after delivery of this prospectus, from a
local Morgan Stanley branch office. You will not receive any certificate
evidencing units, but you will be sent confirmations of purchases in Morgan
Stanley DW's customary form.


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     Once you are an investor in a partnership, you may make additional cash
purchases of units of that partnership without executing a new subscription
agreement by completing a subscription agreement update form, a sample of which
is annexed to this prospectus as Exhibit C, and by contacting your Morgan
Stanley financial advisor and authorizing your financial advisor to deduct the
additional amount you want to invest from your Morgan Stanley DW customer
account. Those amounts will be held in escrow and applied towards the purchase
of units in the same manner as initial purchases described above. However, if a
new prospectus has been issued since the date of your original subscription
agreement you will be required to complete a new subscription update form.
Further, your Morgan Stanley financial advisor will be required to confirm to
the general partner that the information you provided, and the representations
and warranties you made, in your original subscription agreement, including, in
particular, that you satisfy applicable minimum financial suitability
requirements, are still true and correct. You may not use the subscription
procedure described in this paragraph to purchase additional units in a
partnership by way of an exchange or to purchase units of a partnership in which
you are not currently an investor; in either of those cases, you must execute a
new subscription agreement.


          PURCHASES BY EMPLOYEE BENEFIT PLANS -- ERISA CONSIDERATIONS

     Units might or might not be a suitable investment for an employee benefit
plan. If you are a person with investment discretion on behalf of an employee
benefit plan, before proceeding with a purchase of units, you should determine
whether the purchase of units is permitted under the governing instruments of
the plan, and is appropriate for that particular plan in view of its overall
investment policy, the composition and diversification of its portfolio, and the
considerations discussed below.

     As used in this section, the term "employee benefit plans" refers to plans
and accounts of various types, including their related trusts, which provide for
the accumulation of a portion of an individual's earnings or compensation, as
well as investment income earned thereon, typically free from federal income tax
until such time as funds are distributed from the plan. These plans include
corporate pension and profit-sharing plans, so-called "401(k) plans,"
"simplified employee pension plans," so-called "Keogh" plans for self-employed
individuals (including partners), and, for purposes of this discussion,
individual retirement accounts, as described in Section 408 of the Internal
Revenue Code of 1986, as amended.

     If the assets of an investing employee benefit plan were to be treated, for
purposes of the reporting and disclosure provisions and certain other of the
fiduciary responsibility provisions of Title I of the Employee Retirement Income
Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code
of 1986, as including an undivided interest in each of the underlying assets of
a partnership, an investment in units would in general be an inappropriate
investment for the plan. A U.S. Department of Labor regulation defines "plan
assets" in situations where employee benefit plans purchase equity securities in
investment entities such as a partnership. The regulation provides that the
assets of an entity will not be deemed to be "plan assets" of an employee
benefit plan which purchases an equity security of the entity if the equity
security is a "publicly-offered security." A "publicly-offered security" is one
which is:

     * freely transferable;

     * held by more than 100 investors independent of the issuer and of each
       other; and

     * either registered under Section 12(b) or Section 12(g) of the Securities
       Exchange Act of 1934, or sold to the plan as part of a public offering of
       the securities pursuant to an effective registration statement under the
       Securities Act of 1933, where the security is then
        timely registered under Section 12(b) or Section 12(g) of the Securities
       Exchange Act of 1934.

     The units currently meet, and the general partner expects that the units
will continue to meet, the criteria of the Regulation.

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     The general partner believes, based upon the advice of its legal counsel,
that income earned by the partnerships will not constitute "unrelated business
taxable income" under Section 512 of the Internal Revenue Code of 1986 to
employee benefit plans and other tax-exempt entities. Although the Internal
Revenue Service has issued favorable private letter rulings to taxpayers in
somewhat similar circumstances, other taxpayers may not use or cite such rulings
as precedent. If you have investment discretion on behalf of an employee benefit
plan, you should consult a professional tax adviser regarding the application of
the foregoing matters to the purchase of units.


     Units may not be purchased with the assets of an employee benefit plan if
the general partner, Morgan Stanley DW, any additional selling agent, any
trading advisor or any of their respective affiliates either:


     * has investment discretion with respect to the investment of plan assets;

     * has authority or responsibility to give or regularly gives investment
       advice with respect to such plan assets for a fee and pursuant to an
       agreement or understanding that the advice will serve as a primary basis
       for investment decisions with respect to the plan assets and that the
       advice will be based on the particular investment needs of the plan; or

     * is an employer maintaining or contributing to the plan.

     Subscribing for units in a partnership does not create an IRA or other
employee benefit plan. If you are considering the purchase of units on behalf of
an IRA or other employee benefit plan, you must first ensure that the plan has
been properly established in accordance with the Internal Revenue Code of 1986
and ERISA and the regulations and administrative rulings thereunder and that the
plan has been adequately funded. Then, after all of the considerations discussed
above have been taken into account, the trustee or custodian of a plan who
decides to or who is instructed to do so may subscribe for units in one or more
of the partnerships, subject to the applicable minimum subscription requirement
per partnership.


     Acceptance of subscriptions on behalf of IRAs or other employee benefit
plans is in no respect a representation by the general partner, Morgan Stanley
DW, any additional selling agent, any partnership, or any trading advisor that
the investment meets all relevant legal requirements with respect to investments
by plans generally or any particular plan, or that the investment is appropriate
for plans generally or any particular plan.


                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
INTRODUCTION


     The general partner has been advised by counsel, Cadwalader, Wickersham &
Taft, that in its opinion, the following summary correctly describes the
material federal income tax consequences to a U.S. taxpayer who invests in a
partnership. The opinions appearing in this section are the opinions of
Cadwalader, Wickersham & Taft, except as otherwise specifically noted. The
following summary is based upon the Internal Revenue Code of 1986, rulings
thereon, regulations promulgated thereunder, and existing interpretations
thereof, any of which could be changed at any time and which changes could be
retroactive. The federal income tax summary and the state and local income tax
summary that follow, in general, relate only to the tax implications of an
investment in the partnerships by individuals who are citizens or residents of
the U.S. Except as indicated below or under "Purchases by Employee Benefit
Plans-ERISA Considerations," the summaries do not address the tax implications
of an investment in the partnerships by corporations, partnerships, trusts, or
other non-individuals. Moreover, the summaries are not intended as a substitute
for careful tax planning, particularly since certain of the tax consequences
of owning an interest in the partnerships may not be the same for all taxpayers,
such as non-individuals or foreign persons, or in light of an investor's
personal investment circumstances. A complete discussion of all federal, state,
and local tax aspects of an investment in each partnership is beyond the scope
of the following summary, and prospective investors are urged to consult their
own tax advisors on these matters.


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PARTNERSHIP STATUS


     The general partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in its opinion under current federal income tax law,
each partnership will be classified as a partnership and not as an association
(or a publicly traded partnership) taxable as a corporation. This opinion is
based upon the facts set forth in this prospectus, including that a principal
activity of each partnership consists of buying and selling futures, options,
and forward contracts, and at least 90% of the partnership's gross income during
each year consists of gains from such trading and interest income. No ruling has
been requested from the Internal Revenue Service with respect to classification
of each partnership and the general partner does not intend to request such a
ruling.



     If a partnership were treated as an association (or a publicly traded
partnership) taxable as a corporation, income or loss of the partnership would
not be passed through to its partners, and the partnership would be subject to
tax on its income at the rates applicable to corporations without deductions for
any distributions to its partners. In addition, all or a portion of any
distributions by such partnership to its partners could be taxable to the
partners as dividends or capital gains. The discussion that follows assumes that
each partnership will be treated as a partnership for federal income tax
purposes.


PARTNERSHIP TAXATION


     Partners, rather than a Partnership, are Subject to Federal Income
Tax.  None of the partnerships will pay federal income tax. Except as provided
below with respect to certain nonresident aliens, each limited partner will
report his distributive share of all items of partnership income, gain, loss,
deduction, and credit for the partnership's taxable year ending within or with
the partner's taxable year. A limited partner must report and pay tax on his
share of partnership income for a particular year whether or not he has received
any distributions from the partnership in that year. The characterization of an
item of profit or loss will usually be determined at the partnership level.



     Syndication Expenses.  None of the partnerships nor any partner thereof
will be entitled to any deduction for syndication expenses (i.e., those amounts
paid or incurred in connection with issuing and marketing units). There is a
risk that some of the brokerage fees paid to Morgan Stanley DW could be treated
as a nondeductible payment by the partnerships of syndication expenses.


     Allocation of Partnership Profits and Losses.  In general, each limited
partnership agreement allocates items of ordinary income and expense pro rata
among the partners based upon their respective capital accounts as of the end of
the month in which such items are accrued. Net recognized capital gain or loss
is generally allocated among all partners based upon their respective capital
accounts. However, net recognized capital gain or loss is allocated first to
partners who have redeemed units in the partnership during a taxable year to the
extent of the difference between the amount received on the redemption and the
allocation account as of the date of redemption attributable to the redeemed
units. Any remaining net recognized capital gain or loss is next allocated among
all those partners whose capital accounts differ from their allocation accounts
based on the respective differences for each partner.

     The special allocation of each partnership's net gain or loss upon a
redemption of units, which retains the same character as in the hands of each
partnership, may alter the character of a redeeming limited partner's income (by
reducing the amount of long-term capital gain recognized
upon receipt of redemption proceeds) and may accelerate the recognition of
income by such limited partner.


     These allocation provisions are designed to reconcile tax allocations to
economic allocations. However, the general partner cannot assure you that the
Internal Revenue Service will not


                                      106
<Page>


challenge such allocations, including each partnership's tax allocations in
respect of redeemed units.



     If the allocation provided by each limited partnership agreement is not
respected by the Internal Revenue Service for federal income tax purposes, the
amount of income or loss allocated to the partners for federal income tax
purposes may be increased or reduced or the character of the income or loss may
be modified.


CASH DISTRIBUTIONS AND REDEMPTIONS


     Because of the special allocation of partnership gain or loss upon a
redemption of units, the amounts received upon the partial or complete
redemption of a limited partner's units normally will not result in additional
taxable income or loss to the limited partner. However, distributions by a
partnership and amounts received upon the partial or complete redemption of a
limited partner's units will be taxable to the limited partners to the extent
cash distributions by a partnership or amounts received upon redemption by a
limited partner exceed such partner's adjusted tax basis in his units. Such
excess will be taxable to him as though it were a gain from a sale of the units.
A loss will be recognized upon a redemption of units only if, following the
redemption of all of a limited partner's units, the partner has any tax basis in
his units remaining. In such case, the limited partner will recognize loss to
the extent of the remaining basis. See "Redemptions." Generally, if a limited
partner is not a "dealer" with respect to his interest in the partnership and he
has held his interest in the partnership for more than one year, the gain or
loss would be long-term capital gain or loss.


GAIN OR LOSS ON TRADING ACTIVITY


     Nature of Partnership Income.  Each partnership does not expect to hold its
futures, forwards, or options for sale to customers. For federal income tax
purposes substantially all of the profit and loss generated by each partnership
from its trading activities is expected to be capital gain and loss, which in
turn may be either short-term, long-term, or a combination thereof.
Nevertheless, certain foreign currency transactions could result in ordinary
gain or loss, as discussed below. Further, interest paid to a partnership will
be taxable currently to the limited partners as ordinary income. Thus, during
taxable years in which little or no profit is generated from trading activities,
a limited partner may still have interest income.



     Mark-to-Market.  Section 1256 contracts held at the end of a partnership's
taxable year will be treated as having been sold for the fair market value on
the last day of the taxable year, and gain or loss will be taken into account
for the year. Gain or loss with respect to a Section 1256 contract is generally
treated as short-term capital gain or loss to the extent of 40% of the gain or
loss, and long-term capital gain or loss to the extent of 60% of the gain and
loss. Section 1256 contracts include regulated futures contracts which are
futures contracts traded on regulated U.S. and certain foreign exchanges;
foreign currency contracts that are traded in the interbank market and relate to
currencies for which positions are also traded through regulated futures
contracts; and U.S. and certain foreign exchange-traded options on commodities,
including options on regulated futures contracts, debt securities, and stock
indices. While the partnerships expect that a majority of their trading
activities will be conducted in Section 1256 contracts, the partnerships also
expect that a portion of their trading activities will be conducted in contracts
that do not presently qualify as Section 1256 contracts, such as positions in
futures contracts on most foreign exchanges and foreign currency forward
contracts that do not relate to currencies for which positions are also traded
through regulated futures contracts.

     Section 988.  Currency gain or loss with respect to foreign currency
forward contracts that do not relate to currencies for which positions are also
traded through regulated futures contracts and futures contracts traded on most
foreign exchanges may be treated as ordinary income or loss under Internal
Revenue Code of 1986 Section 988. Each partnership has elected to treat these

                                      107
<Page>

contracts as Section 1256 contracts (i.e., marked-to-market at year end).
Pursuant to this election, gain or loss with respect to these contracts is
treated as entirely short-term capital gain or loss.


     Subject to certain limitations, a limited partner, other than a
corporation, estate, or trust, may elect to carry back net Section 1256 contract
losses to each of the three preceding years. Net Section 1256 contract losses
carried back to prior years may only be used to offset net Section 1256 contract
gains. Generally, such losses are carried back as 40% short-term capital losses
and 60% long-term capital losses. Capital assets not marked to market under
Section 1256, such as any non-currency forward contracts, are not subject to the
60/40 tax regime for Section 1256 contracts, and gain or loss on sale generally
will be long-term only if such property has been held for more than one year.


     Straddles. If a partnership incurs a loss upon the disposition of any
position which is part of a "straddle" (i.e., two or more offsetting positions),
recognition of that loss for tax purposes will be deferred until the partnership
recognizes the gain in the offsetting position of the straddle (or successor
position, or offsetting position to the successor position). Interest and other
carrying charges allocable to positions which are part of a straddle must be
capitalized, rather than deducted currently. Certain modified "short sale" rules
may apply to positions held by a partnership so that what might otherwise be
characterized as long-term capital gain would be characterized as short-term
capital gain or potential short-term capital loss as long-term capital loss.

     For purposes of applying the above rules restricting the deductibility of
losses with respect to offsetting positions, if a limited partner takes into
account gain or loss with respect to a position held by the partnership, the
limited partner will be treated as holding the partnership's position, except to
the extent otherwise provided in regulations. Accordingly, positions held by a
partnership may limit the deductibility of realized losses sustained by a
limited partner with respect to positions held for his own account, and
positions held by a limited partner for his own account may limit his ability to
deduct realized losses sustained by a partnership. Thus, straddles may not be
used to defer gain from one taxable year to the next. Reporting requirements
generally require taxpayers to disclose all unrecognized gains with respect to
positions held at the end of the taxable year. The above principle, whereby a
limited partner may be treated as holding partnership positions, may also apply
to require a limited partner to capitalize (rather than deduct) interest and
carrying charges allocable to property held by him.

     Where the positions of a straddle are comprised of both Section 1256 and
non-Section 1256 contracts, a partnership will be subject to the mixed straddle
rules of the Internal Revenue Code of 1986 and the regulations promulgated
thereunder. The appropriate tax treatment of any gains and losses from trading
in mixed straddles will depend on what elections a partnership makes. Each
partnership has elected to place all of its positions in a "mixed straddle"
account which is marked-to-market daily. Under a special account cap, not more
than 50% of net capital gain may be long-term capital gain, and not more than
40% of net capital loss may be short-term capital loss.

TAXATION OF LIMITED PARTNERS

     Limitations on Deductibility of Partnership Losses. The amount of
partnership loss, including capital loss, which a limited partner will be
entitled to take into account for federal income tax purposes is limited to the
tax basis of his units, except in the case of certain limited partners including
individuals and closely-held C corporations, for which he is "at risk" with
respect to the units as of the end of the partnership's taxable year in which
such loss occurred.

     Generally, a limited partner's initial tax basis will be the amount paid
for each unit. A limited partner's adjusted tax basis will be his initial tax
basis reduced by the limited partner's share of partnership distributions,
losses, and expenses and increased by his share of partnership income and gains.
The amount for which a limited partner is "at risk" with respect to his units in
a partnership is generally equal to his tax basis for the units, less: any
amounts borrowed in


                                      108
<Page>


connection with his acquisition of the units for which he is
not personally liable and for which he has pledged no property other than his
units; any amounts borrowed from persons who have a proprietary interest in the
partnership; and any amounts borrowed for which the limited partner is protected
against loss through guarantees or similar arrangements.


     Because of the limitations imposed upon the deductibility of capital losses
referred to below, a limited partner's share of a partnership's net capital
losses, if any, will not materially reduce his federal income tax on his
ordinary income. In addition, certain expenses of a partnership might be
deductible by a limited partner only as itemized deductions and, therefore, will
not reduce the federal taxable income of a limited partner who does not itemize
his deductions. Furthermore, an individual who is subject to the alternative
minimum tax for a taxable year may not realize any tax benefit from such
itemized deductions.

     Limitations on Deductibility of Passive Losses. The partnerships' income
will not be treated as a "passive activity" for purposes of the limitation on
the deduction of passive activity losses.


     Limited Deduction of Certain Expenses. Certain miscellaneous itemized
deductions, such as expenses incurred to maintain property held for investment,
are deductible only to the extent that they exceed 2% of the adjusted gross
income of an individual, trust, or estate. The amount of certain itemized
deductions allowable to individuals is further reduced by an amount equal to the
lesser of (i) 3% of the individual's adjusted gross income in excess of a
certain threshold amount and (ii) 80% of such itemized deductions. Moreover,
such investment expenses are miscellaneous itemized deductions that are not
deductible by a non-corporate taxpayer in calculating its alternative minimum
tax liability. Based upon the current and contemplated activities of the
partnerships, the general partner has been advised by its legal counsel that, in
such counsel's opinion, expenses incurred by the partnerships in their futures,
forwards, and options trading businesses should not be subject to the 2% "floor"
or the 3% phaseout, except to the extent that the Internal Revenue Service
promulgates regulations that so provide. However, that advice is not binding on
a court or the Internal Revenue Service, and the Internal Revenue Service could
assert, and a court could agree, that such expenses of the partnerships
(including incentive fees) are investment expenses which are subject to these
limitations.


     Tax Liability Will Exceed Distributions.  Under federal tax laws, a limited
partner must report and pay tax on his share of any partnership income each
year, even though the general partner does not intend to make any distributions
from the partnerships.


     Tax on Capital Gains and Losses.  In general, for individuals, trusts, and
estates, "long-term capital gains" are currently taxed at a maximum marginal tax
rate of 20%, and "short-term capital gains" and other income are currently taxed
at a maximum marginal tax rate of 38.6%. Corporate taxpayers are currently
subject to a maximum marginal tax rate of 35% on all capital gains and income.


     The excess of capital losses over capital gains is deductible by an
individual against ordinary income on a one-for-one basis, subject to an annual
limitation of $3,000 ($1,500 in the case of married individuals filing a
separate return). Excess capital losses may be carried forward.

     Net losses from Section 1256 contracts are treated as 60% long-term capital
loss and 40% short-term capital loss. Such losses may, at the individual
taxpayer's election, be carried back to each of the preceding three years and
applied against gains from Section 1256 contracts.


     Alternative Minimum Tax. The alternative minimum tax for individuals is
imposed on "alternative minimum taxable income" in excess of certain exemption
amounts. Alternative minimum taxable income consists of taxable income
determined with certain adjustments and increased by the amount of items of tax
preference. Alternative minimum taxable income may not be offset by certain
interest deductions, including (in certain circumstances) interest incurred to
purchase or carry units in the partnerships. Corporations are also subject to an
alternative minimum tax. The extent to which the alternative minimum tax will be
imposed will depend on the overall tax situation of each limited partner at the
end of such taxable year.


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     Limitation on Deductibility of Interest on Investment
Indebtedness.  Interest paid or accrued on indebtedness properly allocable to
property held for investment is investment interest. Such interest is generally
deductible by non-corporate taxpayers only to the extent it does not exceed net
investment income. A limited partner's distributive share of net partnership
income and any gain from the disposition of units will be treated as investment
income, except that a limited partner's net capital gain from the disposition of
units is not investment income unless the limited partner waives the benefit of
the preferential tax rate on such gain. It is not clear whether a limited
partner's distributive share of partnership net capital gain constitutes
investment income where such gain is taxed at the maximum rate for capital
gains. Interest expense incurred by a limited partner to acquire his units
generally will be investment interest. Any investment interest disallowed as a
deduction in a taxable year solely by reason of the limitation above is treated
as investment interest paid or accrued in the succeeding taxable year.

     Taxation of Foreign Limited Partners.  A non-resident alien individual,
foreign corporation, or foreign partnership not otherwise engaged in a U.S.
trade or business or acting as a dealer in commodities should not be deemed to
be engaged in a U.S. trade or business solely by virtue of an investment as a
limited partner in the partnerships. Capital gains earned by the partnerships
and allocated to such a foreign limited partner will, as a general rule, not be
subject to U.S. federal income taxation or withholding, but may be subject to
taxation by the jurisdiction in which the foreign limited partner is resident,
organized or operating. Interest income earned by the partnerships will, as a
general rule, likewise not be subject to U.S. federal income tax or withholding,
but may be subject to tax in other jurisdictions to which the foreign limited
partner is connected. Prospective foreign limited partners who are engaged in a
U.S. trade or business or who act as dealers in commodities may be subject to
U.S. income tax and should consult their tax advisors before investing in a
partnership.

     The estate of a deceased foreign limited partner may be liable for U.S.
estate tax and may be required to obtain an estate tax release from the Internal
Revenue Service in order to transfer the units of such foreign limited partner.


     FOREIGN PERSONS SHOULD CONSULT THEIR OWN TAX ADVISERS BEFORE DECIDING
WHETHER TO INVEST IN THE PARTNERSHIPS.


     Tax Elections.  The Internal Revenue Code of 1986 provides for optional
adjustments to the basis of partnership property upon distributions of
partnership property to a partner (Section 734) and transfers of units,
including transfers by reason of death (Section 743), provided that a
partnership election has been made pursuant to Section 754. As a result of the
complexities and added expense of the tax accounting required to implement such
an election, the general partner does not presently intend to make such an
election for any of the partnerships. Therefore, any benefits which might be
available to the partners by reason of such an election will be foreclosed.

     Tax Returns and Information.  The partnerships will file their information
returns using the accrual method of accounting. Within 75 days after the close
of each partnership's taxable year, the partnership will furnish each limited
partner, and any assignee of the units of any limited partner, copies of the
partnership's Schedule K-1 indicating the limited partner's distributive share
of tax items and any additional information as is reasonably necessary to permit
the limited partners to prepare their own federal and state tax returns.

     Partnership's Taxable Year.  Each partnership has the calendar year as its
taxable year.

     Unrelated Business Taxable Income of Employee Benefit Plan Limited Partners
and Other Tax-Exempt Investors.  Income allocated to a limited partner which is
an employee benefit plan
or other tax-exempt entity should not be subject to tax under Section 511 of the
Internal Revenue Code of 1986, provided that the units purchased by such plans
and entities are not "debt-financed."


     However, if a partnership were to purchase physical commodities with
borrowed funds (whether upon delivery under a futures or forward contract or
otherwise) and to sell those


                                      110
<Page>


commodities at a gain, the gain would likely
constitute unrelated business income. The partnerships are entitled to engage in
such leveraged purchases of physical commodities. Tax exempt investors should
see "Purchases by Employee Benefit Plans--ERISA Considerations" above.


TAX AUDITS

     All partners are required under the Internal Revenue Code of 1986 to report
all the partnership items on their own returns consistently with the treatment
by a partnership, unless they file a statement with the Internal Revenue Service
disclosing the inconsistencies. Adjustments in tax liability with respect to
partnership items will be made at the partnership level. The general partner
will represent each partnership during any audit and in any dispute with the
Internal Revenue Service. Each limited partner will be informed by the general
partner of the commencement of an audit of a partnership. In general, the
general partner may enter into a settlement agreement with the Internal Revenue
Service on behalf of, and binding upon, limited partners owning less than a 1%
profits interest if the partnership has more than 100 partners. However, prior
to settlement, such a limited partner may file a statement with the Internal
Revenue Service stating that the general partner does not have the authority to
settle on behalf of the limited partner.

     The period for assessing a deficiency against a partner in a partnership
with respect to a partnership item is the later of three years after the
partnership files its return or, if the name and address of the partner does not
appear on the partnership return, one year after the Internal Revenue Service is
furnished with the name and address of the partner. In addition, the general
partner may consent on behalf of each partnership to the extension of the period
for assessing a deficiency with respect to a partnership item. As a result, a
limited partner's federal income tax return may be subject to examination and
adjustment by the Internal Revenue Service for a partnership item more than
three years after it has been filed.

                            ------------------------

     All of the foregoing statements are based upon the existing provisions of
the Internal Revenue Code of 1986 and the regulations promulgated thereunder and
the existing administrative and judicial interpretations thereof. The general
partner cannot assure you that legislative, administrative, or judicial changes
will not occur which will modify such statements.



     The foregoing statements are not intended as a substitute for careful tax
planning, particularly since certain of the federal income tax consequences of
purchasing units may not be the same for all taxpayers. The partnerships' tax
returns could be audited by the Internal Revenue Service and adjustments to the
returns could be made as a result of such audits. If an audit results in
adjustment, limited partners may be required to file amended returns and their
returns may be audited. Accordingly, prospective purchasers of units are urged
to consult their tax advisers with specific reference to their own tax situation
under federal law and the provisions of applicable state, local, and foreign
laws before subscribing for units.


                       STATE AND LOCAL INCOME TAX ASPECTS


     In addition to the federal income tax consequences for individuals
described under "Material Federal Income Tax Considerations" above, the
partnerships and their limited partners may be subject to various state and
local taxes. Certain of these taxes could, if applicable, have a significant
effect on the amount of tax payable in respect of an investment in the
partnerships. A limited partner's distributive share of the realized profits of
a partnership may be required to be included in determining his reportable
income for state or local tax purposes. Furthermore, state and local tax laws
may not reflect recent changes made to the federal income tax law and,
therefore, may be inconsistent with the federal income treatment of gains and
losses arising from the partnerships' transactions in Section 1256 contracts.
Accordingly, prospective limited partners


                                      111
<Page>


should consult with their own tax advisers concerning the applicability of
state and local taxes to an investment in the partnerships.


     The general partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in such counsel's opinion, the partnerships should not
be liable for New York City unincorporated business tax. Limited partners who
are nonresidents of New York State will not be liable for New York State
personal income tax on such partners' income from the partnerships, but may be
liable for such tax to the extent such limited partners' allocable share of
income attributable to the partnerships' transactions involves tangible personal
property. Likewise, limited partners who are nonresidents of New York City will
not be liable for New York City earnings tax on such partners' income from the
partnerships. New York City residents may be subject to New York City personal
income tax on the partners' income from the partnerships. No ruling from the New
York State Department of Taxation and Finance or the New York City Department of
Finance has been, or will be, requested regarding such matters.

                                 LEGAL MATTERS


     Legal matters in connection with the units being offered hereby, including
the discussion of the material federal income tax considerations relating to the
acquisition, ownership, and disposition of units, have been passed upon for each
partnership and the general partner by Cadwalader, Wickersham & Taft, 100 Maiden
Lane, New York, New York 10038. Cadwalader, Wickersham & Taft also has acted as
counsel for Morgan Stanley DW in connection with the offering of units.
Cadwalader, Wickersham & Taft may advise the general partner with respect to its
responsibilities as general partner of, and with respect to matters relating to,
the partnerships.


                                    EXPERTS


     The statements of financial condition of Morgan Stanley Charter MSFCM L.P.,
Morgan Stanley Charter Graham L.P., Morgan Stanley Charter Millburn L.P., and
Morgan Stanley Charter Welton L.P., as of December 31, 2001 and 2000, including
the Schedules of Investments as of December 31, 2001 and the related statements
of operations, changes in partners' capital, and cash flows for the period from
March 1, 1999 (commencement of operations) to December 31, 1999 and for the
years ended December 31, 2001 and 2000 for Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P. and
for each of the three years in the period ended December 31, 2001 for Morgan
Stanley Charter MSFCM L.P., as well as the statements of financial condition of
Morgan Stanley Charter Campbell L.P. as of March 26, 2002 and of Demeter
Management Corporation as of November 30, 2001 and 2000 included in this
prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein, and are included in reliance upon such
reports of such firm given upon their authority as experts in accounting and
auditing. Deloitte & Touche LLP also acts as independent auditors for Morgan
Stanley Dean Witter & Co..


                      WHERE YOU CAN FIND MORE INFORMATION

     The partnerships filed registration statements relating to the units
registered with the SEC. This prospectus is part of the registration statements,
but the registration statements include additional information.


     You may read any of the registration statements, or obtain copies by paying
prescribed charges, at the SEC's public reference rooms located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. For further information on the public reference rooms,
please call the SEC at 1-800-SEC-0330. The registration statements are also
available to the public from the SEC's Web site at "http://www.sec.gov."


                                      112
<Page>
                                    PART TWO
                      STATEMENT OF ADDITIONAL INFORMATION

     THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER AND MAY NOT BE
DISTRIBUTED SEPARATELY.

                   THE FUTURES, OPTIONS, AND FORWARDS MARKETS
FUTURES CONTRACTS

     Futures contracts are standardized contracts made on a domestic or foreign
exchange that call for the future delivery of specified quantities of various
commodities at a specified price, time, and place. The following are some of the
commodities traded on an exchange:

<Table>
<S>                                                    <C>                              <C>
*  agricultural and tropical (soft) commodities        *  currencies                    *  metals
*  industrial goods                                    *  financial instruments         *  energy products
</Table>


     The futures markets have undergone dramatic changes during the past three
decades. According to statistics provided by the Futures Industry Association,
in 1980 and 2001 activity in futures markets was divided as follows:


<Table>
<Caption>
                                        IN 1980                                         2001*
                                       ---------                                      ---------
<S>                                    <C>        <C>                                 <C>
                                           %                                              %
Agricultural Products                     64      Interest Rates                         57
Metals                                    16      Stock Indices                          18
Interest Rates                            14      Energy Products                         8
Currencies                                 5      Agricultural Products                   8
Lumber and Energy Products                 1      Metals                                  6
                                                  Currencies                              3
</Table>


------------------
     * Data as of December 31, 2001.



     A market participant can make a futures contract to buy or sell a
commodity. The contractual obligations may be satisfied either by taking or
making, as the case may be, physical delivery of an approved grade of the
commodity or by making an offsetting sale or purchase of an equivalent but
opposite futures contract on the same, or a mutually offsetting, exchange prior
to the designated date of delivery.



     For example, if we sell one contract of December 2002 wheat on a commodity
exchange, we may fulfill the contract at any time prior to the December 2002
delivery date by purchasing one contract of December 2002 wheat on the same
exchange.


     The difference between the price at which the futures contract is sold or
purchased and the price paid for the offsetting purchase or sale, after
allowance for brokerage commissions, constitutes the profit or loss to the
trader. Certain futures contracts, such as those for stock or other financial or
economic indices approved by the CFTC or Eurodollar contracts, settle in cash
(irrespective of whether any attempt is made to offset such contracts) rather
than delivery of any physical commodity.

OPTIONS ON FUTURES

     An option on a futures contract or on a physical commodity gives the buyer
of the option the right to take a position of a specified amount at a specified
price of a specific commodity (the "striking," "strike," or "exercise" price) in
the underlying futures contract or commodity.

     The buyer of a "call" option acquires the right to take a long position
(i.e., the obligation to take delivery of a specified amount at a specified
price of a specific commodity) in the underlying futures contract or commodity.

                                      113
<Page>
     The buyer of a "put" option acquires the right to take a short position
(i.e., the obligation to make delivery of a specified amount at a specified
price of a specific commodity) in the underlying futures contract or commodity.

     The purchase price of an option is referred to as its "premium." The seller
(or "writer") of an option is obligated to take a futures position at a
specified price opposite to the option buyer if the option is exercised. Thus,
the seller of a call option must stand ready to sell (take a short position in
the underlying futures contract) at the striking price if the buyer should
exercise the option. The seller of a put option, on the other hand, must stand
ready to buy (take a long position in the underlying futures contract) at the
striking price.

     A call option on a futures contract is said to be "in-the-money" if the
striking price is below current market levels, and "out-of-the-money" if the
striking price is above current market levels. Conversely, a put option on a
futures contract is said to be "in-the-money" if the striking price is above
current market levels, and "out-of-the-money" if the striking price is below
current market levels.


     Options have limited life spans, usually tied to the delivery or settlement
date of the underlying futures contract. An option that is out-of-the-money and
not offset by the time it expires becomes worthless. Options usually trade at a
premium above their intrinsic value (i.e., the difference between the market
price for the underlying futures contract and the striking price), because the
option trader is speculating on (or hedging against) future movements in the
price of the underlying contract. As an option nears its expiration date, the
market and intrinsic value typically move into parity. The difference between an
option's intrinsic and market values is referred to as the "time value" of the
option. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--OPTIONS TRADING CAN BE
MORE VOLATILE THAN FUTURES TRADING" ON PAGE * .


FORWARD CONTRACTS


     Contracts for the future delivery of certain commodities may also be made
through banks or dealers pursuant to what are commonly referred to as "forward
contracts." A forward contract is a contractual right to purchase or sell a
specified quantity of a commodity at or before a specified date in the future at
a specified price and, therefore, it is similar to a futures contract. In
forward contract trading, a bank or dealer generally acts as principal in the
transaction and includes its anticipated profit (the "spread" between the "bid"
and the "asked" prices), and in some instances a mark-up, in the prices it
quotes for forward contracts. Unlike futures contracts, forward contracts are
not standardized contracts; rather, they are the subject of individual
negotiation between the parties involved. Because there is no clearinghouse
system applicable to forward contracts, forward contracts are not fungible, and
there is no direct means of "offsetting" a forward contract by purchase of an
offsetting position on the same exchange as one can a futures contract. In
recent years, the terms of forward contracts have become more standardized and
in some instances such contracts now provide a right of offset or cash
settlement as an alternative to making delivery on the contract. SEE "RISK
FACTORS--TRADING AND PERFORMANCE RISKS-- THE UNREGULATED NATURE OF THE FORWARD
MARKETS CREATES COUNTERPARTY RISKS THAT DO NOT EXIST IN FUTURES TRADING ON
EXCHANGES" ON PAGE * .


HEDGERS AND SPECULATORS


     The two broad classes of persons who trade futures, forwards, and options
contracts are "hedgers" and "speculators." Commercial interests, including
farmers, that market or process commodities, and financial institutions that
market or deal in commodities, including interest rate sensitive instruments,
foreign currencies, and stocks, which are exposed to currency, interest rate,
and stock market risks, may use the futures markets for hedging. Hedging is a
protective procedure designed to minimize losses that may occur because of price
fluctuations occurring, for example, between the time a processor makes a
contract to buy or sell a raw or processed commodity at a certain price and the
time he must perform the contract. The futures markets enable the hedger to
shift the risk of price fluctuations to the speculator. The speculator risks his


                                      114
<Page>

capital with the hope of making profits from price fluctuations in futures,
forwards, and options contracts. Speculators rarely take delivery of
commodities, but rather close out their positions by entering into offsetting
purchases or sales of futures, forwards, and options contracts. Since the
speculator may take either a long or short position in the futures, forwards,
and options markets, it is possible for him to make profits or incur losses
regardless of whether prices go up or down. The partnerships will trade for
speculative rather than for hedging purposes.


FUTURES EXCHANGES

     Futures exchanges provide centralized market facilities for trading futures
contracts and options (but not forward contracts). Members of, and trades
executed on, a particular exchange are subject to the rules of that exchange.
Among the principal exchanges in the U.S. are the Chicago Board of Trade, the
Chicago Mercantile Exchange, the New York Mercantile Exchange, and the New York
Board of Trade.

     Each futures exchange in the U.S. has an associated "clearinghouse." Once
trades between members of an exchange have been confirmed, the clearinghouse
becomes substituted for each buyer and each seller of contracts traded on the
exchange and, in effect, becomes the other party to each trader's open position
in the market. Thereafter, each party to a trade looks only to the clearinghouse
for performance. The clearinghouse generally establishes some sort of security
or guarantee fund to which all clearing members of the exchange must contribute;
this fund acts as an emergency buffer that enables the clearinghouse to meet its
obligations with regard to the "other side" of an insolvent clearing member's
contracts. Clearinghouses require margin deposits and continuously mark
positions to market to provide some assurance that their members will be able to
fulfill their contractual obligations. Thus, a central function of the
clearinghouses is to ensure the integrity of trades, and members effecting
futures transactions on an organized exchange need not worry about the solvency
of the party on the opposite side of the trade; their only remaining concerns
are the respective solvencies of their commodity broker and the clearinghouse.


     Foreign futures exchanges differ in certain respects from their U.S.
counterparts. In contrast to U.S. exchanges, certain foreign exchanges are
"principals' markets," where trades remain the liability of the traders
involved, and the exchange does not become substituted for any party. SEE
"REGULATIONS" ON PAGE * AND "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON U.S. EXCHANGES" ON PAGE * .


SPECULATIVE POSITION LIMITS


     The CFTC and U.S. futures exchanges have established limits, referred to as
"speculative position limits" or "position limits," on the maximum net long or
net short speculative position that any person or group of persons (other than a
hedger, which the partnerships are not) may hold, own, or control in certain
futures or options contracts. Among the purposes of speculative position limits
is to prevent a "corner" on a market or undue influence on prices by any single
trader or group of traders. The CFTC has jurisdiction to establish position
limits with respect to all commodities and has established position limits for
all agricultural commodities. In addition, the CFTC requires each U.S. exchange
to submit position limits for all commodities traded on such exchange for
approval by the CFTC. However, position limits do not apply to many currency
futures contracts. Position limits do not apply to forward contract trading or
generally to trading on foreign commodity exchanges. SEE "RISK FACTORS--TRADING
AND PERFORMANCE RISKS--THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION
LIMITS" ON PAGE * .


DAILY LIMITS


     Most U.S. futures exchanges (but generally not foreign exchanges or banks
or dealers in the case of forward contracts) limit the amount of fluctuation in
futures or options contract prices during a single trading day by regulation.
These regulations specify what are referred to as "daily price fluctuation
limits" or more commonly "daily limits." The daily limits establish the


                                      115
<Page>

maximum amount that the price of a futures or options contract may vary either
up or down from the previous day's settlement price. Once the daily limit has
been reached in a particular futures or options market, no trades may be made at
a price beyond the limit. SEE "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--MARKET ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES" ON PAGE * .


REGULATIONS

     Futures exchanges in the U.S. are subject to regulation under the Commodity
Exchange Act by the CFTC, the governmental agency having responsibility for
regulation of futures exchanges and trading on those exchanges.


     The CFTC also regulates the activities of "commodity trading advisors" and
"commodity pool operators" and has adopted regulations with respect to certain
of such persons' activities. The CFTC requires a commodity pool operator (such
as the general partner) to keep accurate, current, and orderly records with
respect to each pool it operates. The CFTC may suspend the registration of a
commodity pool operator if the CFTC finds that the operator has violated the
Commodity Exchange Act or regulations thereunder and in certain other
circumstances. Suspension, restriction, or termination of the general partner's
registration as a commodity pool operator would prevent it, until such time (if
any) as such registration were to be reinstated, from managing, and might result
in the termination of, the partnerships. The Commodity Exchange Act gives the
CFTC similar authority with respect to the activities of commodity trading
advisors, such as the trading advisors. If the registration of a trading advisor
as a commodity trading advisor were to be terminated, restricted, or suspended,
the trading advisor would be unable, until such time (if any) as such
registration were to be reinstated, to render trading advice to the relevant
partnership. The partnerships themselves are not registered with the CFTC in any
capacity.



     The Commodity Exchange Act requires all "futures commission merchants,"
such as Morgan Stanley DW and Morgan Stanley, to meet and maintain specified
fitness and financial requirements, segregate customer funds from proprietary
funds and account separately for all customers' funds and positions, and to
maintain specified books and records open to inspection by the staff of the
CFTC. The partnerships have no present intention of using any introducing
brokers in their trading.


     The Commodity Exchange Act also gives the states certain powers to enforce
its provisions and the regulations of the CFTC.

     You are afforded certain rights for reparations under the Commodity
Exchange Act. You may also be able to maintain a private right of action for
certain violations of the Commodity Exchange Act. The CFTC has adopted rules
implementing the reparation provisions of the Commodity Exchange Act which
provide that any person may file a complaint for a reparations award with the
CFTC for violation of the Commodity Exchange Act against a floor broker, futures
commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, and their respective associated persons.


     Pursuant to authority in the Commodity Exchange Act, the National Futures
Association has been formed and registered with the CFTC as a "registered
futures association." At the present time, the National Futures Association is
the only non-exchange self-regulatory organization for commodities
professionals. National Futures Association members are subject to National
Futures Association standards relating to fair trade practices, financial
condition, and consumer protection. As the self-regulatory body of the
commodities industry, the National Futures Association promulgates rules
governing the conduct of commodity professionals and disciplines those
professionals who do not comply with such standards. The CFTC has delegated to
the National Futures Association responsibility for the registration of
commodity trading advisors, commodity pool operators, futures commission
merchants, introducing brokers, and their respective associated persons and
floor brokers. Morgan Stanley DW, the general partner, Morgan Stanley, and the
trading advisors are all members of the National Futures Association (the
partnerships themselves are not required to become members of the National
Futures Association).


                                      116
<Page>

     The CFTC has no authority to regulate trading on foreign commodity
exchanges and markets. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING
ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON
U.S. EXCHANGES" ON PAGE * .


MARGINS


     "Initial" or "original" margin is the minimum amount of funds that a
futures trader must deposit with his commodity broker in order to initiate
futures trading or to maintain an open position in futures contracts.
"Maintenance" margin is the amount (generally less than initial margin) to which
a trader's account may decline before he must deliver additional margin. A
margin deposit is like a cash performance bond. It helps assure the futures
trader's performance of the futures contracts he purchases or sells. Futures
contracts are customarily bought and sold on margins that represent a very small
percentage (ranging upward from less than 2%) of the purchase price of the
underlying commodity being traded. Because of such low margins, price
fluctuations occurring in the futures markets may create profits and losses that
are greater, in relation to the amount invested, than are customary in other
forms of investment or speculation. The minimum amount of margin required in
connection with a particular futures contract is set by the exchange on which
such contract is traded, and may be modified from time to time by the exchange
during the term of the contract. SEE "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED" ON PAGE * .



     Brokerage firms, such as Morgan Stanley DW, Morgan Stanley, and Morgan
Stanley International, carrying accounts for traders in futures contracts may
not accept lower, and generally require higher, amounts of margin as a matter of
policy in order to afford further protection for themselves. The commodity
brokers presently intend to require each partnership to make margin deposits
equal to the exchange minimum levels for all futures contracts.


     Trading in the currency forward contract market does not require margin,
but generally does require the extension of credit by a bank or dealer to those
with whom the bank or dealer trades. Since each partnership's trading will be
conducted through a commodity broker, each partnership will be able to take
advantage of the commodity brokers' credit lines with several participants in
the interbank market. The commodity broker will require margin with respect to a
partnership's trading of currency forward contracts.

     Margin requirements are computed each day by a trader's commodity broker.
When the market value of a particular open futures contract position changes to
a point where the margin on deposit does not satisfy maintenance margin
requirements, a margin call is made by the commodity broker. If the margin call
is not met within a reasonable time, the broker may close out the trader's
position. With respect to a partnership's trading, that partnership, and not its
limited partners personally or any other partnership, will be subject to margin
calls.

                              POTENTIAL ADVANTAGES


     Developing a comprehensive financial plan entails evaluating options and
acting upon those options. In this fast-paced and ever-changing financial
environment, selecting from the broad array of investments available can be
difficult and time-consuming. Astute investors often turn to professional money
managers for the expertise and guidance needed to map out a successful
investment strategy. Morgan Stanley, a global leader in financial management,
has developed the Charter Series of partnerships to provide professional money
management in the futures, options, and forward markets.



     An investment in a partnership is speculative and involves a high degree of
risk. The general partner and Morgan Stanley DW believe that managed futures
investments (such as the partnerships) can provide you with the potential for
long-term capital appreciation (with commensurate risk), but are appropriate
only for the aggressive growth portion of an investor's comprehensive financial
plan. SEE "RISK FACTORS" BEGINNING ON PAGE * . Taking the risks into
consideration, this investment does offer the following potential advantages.


                                      117
<Page>
INVESTMENT DIVERSIFICATION

     If you are not prepared to make a significant investment or spend
substantial time trading various futures, forwards, and options , you may still
participate in these markets through an investment in a Charter Series
partnership, obtaining diversification from more traditional investments in
stocks, bonds, and real estate. The general partner believes, on the basis of
past experience, that the profit potential of a partnership does not depend upon
favorable general economic conditions, and that a partnership is as likely to be
profitable during periods of declining stock, bond, and real estate markets as
at any other time; conversely, a partnership may be unprofitable during periods
of generally favorable economic conditions.

     Managed futures investments can serve to diversify your portfolio and
smooth overall portfolio volatility. Modern Portfolio Theory is the academic
affirmation of the value of diversification. Modern Portfolio Theory was
developed in the 1950s by Nobel Laureates William Sharpe and Harold Markowitz.
These two pioneers developed a framework for efficiently diversifying assets
within a portfolio. They suggested that investing in any asset class with
positive returns and low correlation to other assets improves the overall
risk/reward characteristics of the entire portfolio. In 1983, Dr. John H.
Lintner of Harvard University focused on the concepts of Modern Portfolio Theory
in a study about portfolio diversification. Specifically, Modern Portfolio
Theory was utilized to evaluate the addition of a managed futures component to a
diversified portfolio comprised of 60% stocks and 40% bonds. The results of
Lintner's work demonstrated that by including a variety of assets, such as
commodities, in a hypothetical portfolio, an investor may lower the portfolio's
overall volatility or risk. Lintner's findings were further supported by the
works of Dr. Thomas Schneeweis of the University of Massachusetts, Amherst, in
his 1999 study, "The Benefits of Managed Futures." Dr. Schneeweis concluded that
"while . . . the correlation between managed futures and most traditional
investments is approximately zero, when asset returns are segmented according to
whether the traditional asset rose or fell, managed futures are often negatively
correlated in months when traditional asset returns are negative while being
positively correlated when traditional asset returns are positive."

     The partnerships' combined benefits of growth potential (with commensurate
risk) and diversification can potentially reduce the overall volatility of your
portfolio, while increasing profits. By combining asset classes, you may create
a portfolio mix that provides the potential to offer the greatest possible
return within acceptable levels of volatility. While past performance is no
guarantee of future results, managed futures investments, such as the
partnerships, may profit (with commensurate risk) from futures, forwards, and
options market moves, with the potential to enhance your overall portfolio.


     The trading advisor's speculative trading techniques will be the primary
factor in a partnership's success or failure. You should note that there are
always two parties to a futures, forward, or option contract; consequently, for
any gain achieved by one party on a contract, a corresponding loss is suffered.
Therefore, due to the nature of futures, forwards, and options trading, only 50%
of contract interests held by all market participants can experience gain at any
one time. Brokerage commissions and other costs of trading may reduce or
eliminate any gain that would otherwise be achieved.



     The first step toward a sound financial future is to establish your
investment objectives. Based on your financial goals, requirements, and
investment preferences, your Morgan Stanley financial advisor can help you
determine the combination of asset classes as well as the type of trading
advisor that most suits your investment profile.


     Asset allocation is the next critical step to help you achieve your
investment objectives. Asset allocation refers to the division of investment
dollars over a variety of asset classes in order to reduce overall volatility
through portfolio diversification, while increasing the long-term performance
potential of an investment portfolio. A fully diversified portfolio should
contain cash, income, growth, and aggressive growth investments.

                                      118
<Page>
     Managed futures investments are designed to fit into a total financial plan
as aggressive growth vehicles with the potential for long-term capital
appreciation (with commensurate risk). As part of a well-balanced and fully
diversified portfolio, managed futures can offer significant benefits.

AGGRESSIVE                        MANAGED
GROWTH                            FUTURES
<----------------------------------------->
GROWTH                            CASH
INCOME                            BONDS
CASH & EQUIVALENTS                STOCKS

     The table below is an empirical example of how different assets can react
to business cycles. In each case, the asset class is represented by a recognized
industry index for that asset.

               ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME

<Table>
<Caption>
                                                                                                        PUBLIC
                                                                                                        MANAGED
                                                                                                     FUTURES FUNDS
                     U.S. TREASURY                                                                      ZURICH
            U.S.     BONDS (LEHMAN    U.S. CORPORATE    NON-U.S.      GLOBAL                            CAPITAL
           STOCKS       BROTHERS      BONDS (SALOMON     STOCKS       STOCKS          MANAGED           MARKETS
          (S&P 500      TREASURY        CORPORATE      (MSCI EAFE   (MSCI WORLD   FUTURES (BARCLAY      PUBLIC
           INDEX)     BOND INDEX)      BOND INDEX)       INDEX)       INDEX)         CTA INDEX)       FUND INDEX)
          --------   --------------   --------------   ----------   -----------   ----------------   -------------
<S>       <C>        <C>              <C>              <C>          <C>           <C>                <C>
            %            %                %               %            %              %                  %
1980....    32.5           N/A             (2.7)          24.4          27.7            63.7               N/A
1981....    (4.9)          1.1             (1.2)          (1.0)         (3.3)           23.9               N/A
1982....    21.5          41.1             42.5           (0.8)         11.3            16.7               N/A
1983....    22.6           1.8              6.3           24.6          23.3            23.8               N/A
1984....     6.3          14.7             16.9            7.9           5.8             8.7               1.4
1985....    31.7          32.0             30.1           56.7          41.8            25.5              21.9
1986....    18.7          24.2             19.9           69.9          42.8             3.8             (14.4)
1987....     5.3          (2.7)            (0.3)          24.9          16.8            57.3              43.1
1988....    16.6           9.1             10.7           28.6          23.9            21.8               7.3
1989....    31.7          18.9             16.2           10.8          17.2             1.8               4.7
1990....    (3.1)          4.6              6.8          (23.2)        (16.5)           21.0              14.2
1991....    30.5          17.9             19.9           12.5          19.0             3.7              10.0
1992....     7.6           7.8              9.4          (11.8)         (4.7)           (0.9)             (1.4)
1993....    10.1          16.4             13.2           32.9          23.1            10.4              10.7
1994....     1.3          (6.9)            (5.8)           8.1           5.6            (0.7)             (7.7)
1995....    37.6          30.7             27.2           11.6          21.3            13.7              13.9
1996....    23.0          (0.4)             1.3            6.4          14.0             9.1               9.8
1997....    33.4          14.9             11.6            2.1          16.2            10.9               7.6
1998....    28.6          13.5             12.5           20.3          24.8             7.0               7.9
1999....    21.0          (8.7)            (6.6)          27.3          25.3            (1.2)             (1.4)
2000....    (9.1)         20.1             10.7          (14.0)        (12.9)            7.9               4.7
2001....   (11.8)          4.6             10.7          (21.6)        (16.5)            0.8              (0.1)
2002*...    (1.5)          1.4              0.7           (5.3)         (3.0)           (0.3)             (1.0)
</Table>


---------------




* January 31, 2002


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      119
<Page>
Notes to "Annual Returns of Various Asset Classes Over Time" Table:


     For the analyses used in this table, the performance of independent indices
has been used to represent the seven asset classes: U.S. stocks, U.S. Treasury
bonds, U.S. corporate bonds, international stocks, global stocks, managed
futures, and public managed futures funds. The respective indices used are the
Standard and Poor's 500 Stock Index, the Lehman Brothers Treasury Bond Index,
the Salomon Corporate Bond Index, the Morgan Stanley Capital International
("MSCI") EAFE Index, the MSCI World Index, the Barclay CTA Index, and the Zurich
Capital Markets Public Fund Index.


     The S&P 500 Stock Index and the Salomon Corporate Bond Index are compiled
assuming dividends and interest are re-invested.


     The S&P 500 Index is based on a portfolio of 500 stocks (consisting of 24
energy, 38 materials, 68 industrials, 87 consumer discretionary, 34 consumer
staples, 45 healthcare, 74 financials, 79 information technology, 13 telecom
services, and 38 utilities). The weights of the stocks in the portfolio at a
given time reflect the stocks' total market capitalization. The S&P 500 Index
accounts for approximately 80% of the market capitalization of all stocks listed
on the New York Stock Exchange.


     The Lehman Brothers Treasury Bond Index consists of all existing U.S.
Treasury bond issues.

     The Salomon Corporate Bond Index is a benchmark of investment grade fixed
rate corporate issues with maturities of at least one year and in minimum
outstanding amounts of $100 million. The corporate issues encompass such
industry sectors as Manufacturing, Service, Energy, Consumer, Transportation,
Industrial-Other, Utility, and Finance.


     The MSCI EAFE Index is comprised of approximately 1,000 companies,
representing a market structure of 21 European and Pacific based countries
covering 59 industries. The index is used to represent international equities.



     The MSCI World Index is comprised of more than 1,500 companies,
representing a market structure of 23 countries around the world. The index is
used to represent global equities, including U.S. and Canadian markets.



     The Barclay CTA Index provides a benchmark of performance of commodity
trading advisors. In order to qualify for inclusion in the Barclay CTA Index, a
commodity trading advisor must meet the following criteria: (1) the commodity
trading advisor must have four years of prior performance history; and (2) in
cases where a commodity trading advisor who is in the Barclay CTA Index
introduces an additional program, this additional program is added to the Index
only after its second year of trading. In 2002, there are 317 commodity trading
advisor programs included in the calculation of the Barclay CTA Index.



     The Zurich Index averages managed futures fund performance for public
funds. Zurich indices are dollar, or equity, weighted to reflect performance. To
qualify for inclusion in Zurich's fund indices, an investment product must
appear in Zurich's fund performance tables. Zurich imposes no minimum size
restriction on the funds and/or pools that it tracks. As of January 31, 2002,
there were 75 public funds included in the calculation of the Zurich Index.



     The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index
performance data for stocks, corporate bonds, and international stocks,
respectively, are provided by Thomson Financial Software Solutions, Boston, MA.
The MSCI World Index performance data for global stocks are provided by Morgan
Stanley Capital International Inc., New York, NY. The Lehman Brothers Treasury
Bond Index and the Barclay CTA Index performance data for U.S. Treasury bonds
and managed futures, respectively, are provided by the Barclay Trading Group
Ltd., Fairfield, IA. The Zurich Index performance data for public managed
futures funds was provided by Zurich Capital Markets Inc., New York, NY.
Performance of any of these indices (which, by definition, are averages of many
individual investments) may not be representative of any specific investment
within that index's asset class.


                                      120
<Page>

     The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index and the Zurich Index
reflect results net of actual fees and expenses, the Barclay CTA Index includes
accounts with trading advisors and fee structures that differ from public
managed futures funds (such as the partnerships), and the Zurich Index includes
funds with trading advisors and fee structures that differ from the
partnerships. Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index and the public managed futures funds included in the Zurich Index.
Accordingly, while the Barclay CTA Index is believed to be representative of
managed futures in general, and the Zurich Index is believed to be
representative of public managed futures funds in general, the performance of
the partnerships may differ from the performance reflected in such indices.


CORRELATION TO TRADITIONAL INVESTMENTS

     Managed futures have historically demonstrated the ability to perform
independently of traditional investments, such as stocks and bonds. This is
referred to as non-correlation, or the potential for managed futures to perform
when traditional markets such as stocks and bonds may experience difficulty
performing. Of course, managed futures funds will not automatically be
profitable during unfavorable periods for these traditional investments, and
vice versa. The degree of non-correlation of any given managed futures fund will
vary, particularly as a result of market conditions, and some funds will have a
significantly lesser degree of non-correlation (i.e., greater correlation) with
stocks and bonds than others.

     The factors that influence the stock and bond markets can affect the
futures markets in different ways and to varying degrees. In this connection, an
article in the June 8, 1998 issue of Business Week, "Commodities Are Cheap--Time
to Leap?" discusses the risks and potential rewards of investing in managed
futures funds, noting the low correlation of their performance to stocks and
bonds.


     The following charts were prepared by the general partner to illustrate the
correlation of the performance results of each partnership to that of the S&P
500 Index and the Salomon Corporate Bond Index. A pro forma of the trading
program for Charter Campbell was used because that partnership has not yet
commenced trading and does not have any performance history. The performance
results of the pro forma used for Charter Campbell were based on the composite
performance results of the trading advisor in trading assets pursuant to the
trading program to be used in Charter Campbell. The pro forma reflects
adjustments made for the leverage, interest income, brokerage, management, and
incentive fees payable by Charter Campbell. Investors are cautioned that the
performance information set forth in the following charts is not necessarily
indicative of, and may have no bearing on, any trading results that may be
attained by a partnership in the future.


                                      121
<Page>

                                 CHARTER GRAHAM
                              CORRELATION ANALYSIS



                                                   S&P 500      Salomon Corp.
                               Charter Graham       Index        Bond Index
                               ---------------     -------      -------------
Charter Graham                      1.00            (0.38)          0.21
S&P 500 Index                                        1.00          (0.06)
Salomon Corp. Bond Index                                            1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Graham and            ... Charter Graham and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          10 of 35                Both            13 of 35
Positive       months                 Positive         months

Different     16 of 35                Different       16 of 35
               months                                   months

Both           9 of 35                Both             6 of 35
Negative       months                 Negative          months

Data: 35 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).



                                CHARTER MILLBURN
                              CORRELATION ANALYSIS



                                                   S&P 500      Salomon Corp.
                              Charter Millburn      Index        Bond Index
                              ----------------     -------      -------------
Charter Millburn                    1.00            (0.38)           0.21
S&P 500 Index                                        1.00           (0.06)
Salomon Corp. Bond Index                                             1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Millburn and          ... Charter Millburn and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both         10 of 35                 Both             12 of 35
Positive       months                 Positive         months

Different    15 of 35                 Different        17 of 35
               months                                   months

Both         10 of 35                 Both             6 of 35
Negative       months                 Negative          months

Data: 31 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      122
<Page>

                                 CHARTER WELTON
                              CORRELATION ANALYSIS



                                                   S&P 500      Salomon Corp.
                               Charter Welton       Index        Bond Index
                               ---------------     -------      -------------
Charter Welton                      1.00             0.00           0.29
S&P 500 Index                                        1.00          (0.06)
Salomon Corp. Bond Index                                            1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Welton and            ... Charter Welton and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          8 of 35                 Both            11 of 35
Positive       months                 Positive         months

Different    15 of 35                 Different        15 of 35
               months                                   months

Both         12 of 35                 Both             9 of 35
Negative       months                 Negative          months

Data: 31 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).



                                 CHARTER MSFCM
                              CORRELATION ANALYSIS



                                                   S&P 500      Salomon Corp.
                               Charter DWFCM        Index        Bond Index
                               -------------       -------      -------------
Charter DWFCM                      1.00             (0.05)          0.22
S&P 500 Index                                        1.00           0.23
Salomon Corp. Bond Index                                            1.00

              During the 95 months of trading since March 1994,
                        the monthly returns of ...

.... Charter DWFCM and             ... Charter DWFCM and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both         35 of 95                 Both            36 of 95
Positive       months                 Positive         months

Different    44 of 95                 Different       43 of 95
               months                                   months

Both         16 of 95                 Both            16 of 95
Negative       months                 Negative          months

Data: 91 months of trading from March 1994 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      123
<Page>

                                 PRO FORMA FOR
                                CHARTER CAMPBELL
                              CORRELATION ANALYSIS



                               Pro Forma for       S&P 500      Salomon Corp.
                               Charter Campbell     Index        Bond Index
Pro Forma for                  ---------------     -------      -------------
Charter Campbell                    1.00             0.16           0.09
S&P 500 Index                                        1.00           0.31
Salomon Corp. Bond Index                                            1.00

              During the 157 months of trading since March 1999,
                        the monthly returns of ...

    ... Pro Forma for                  ... Pro Forma for
   Charter Campbell and              Charter Campbell and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          * of 157               Both            * of 157
Positive       months                Positive         months

Different     * of 157               Different       * of 157
               months                                   months

Both          * of 157               Both            * of 157
Negative       months                Negative          months

Data: 157 months of trading from January 1984 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).



       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                                      124
<Page>

     The following chart was prepared by the general partner to illustrate the
performance of managed futures against that of stocks from January 1980 through
January 31, 2002, using the recognized market indices of each asset. The notes
below are an integral part of the following chart.


<TABLE>
<CAPTION>
                            S&P 500 Index                   12-month        BARCLAY'S CTA INDEX               12-month
                            (STOCKS)                         holding         (MANAGED FUTURES)                 holding
                                                                                                               periods

      Source: Thomson Financial Software Solutions, Boston, MA                        Source: Barclay Trading Group, Fairfield, IA

                               ROR            QTRLY  ANNUAL                    ROR             QTRLY   ANNUAL
<S>          <C>             <C>     <C>       <C>    <C>     <C>              <C>    <C>        <C>    <C>     <C>
             12/79                   1,000.00                                         1,000.00
     1980     1/80           6.20%   1,062.00                                 29.26%  1,292.60
              2/80           0.00%   1,062.00                                  1.41%  1,310.83
              3/80          -9.70%     958.99 -4.10%                           4.43%  1,368.90  36.89%
              4/80           4.60%   1,003.10                                 -2.13%  1,339.74
              5/80           5.10%   1,054.26                                  3.48%  1,386.36
              6/80           3.20%   1,087.99 13.45%                           3.05%  1,428.64   4.36%
              7/80           7.00%   1,164.15                                 11.44%  1,592.08
              8/80           1.00%   1,175.79                                  0.94%  1,607.05
              9/80           2.90%   1,209.89 11.20%                           0.67%  1,617.81  13.24%
             10/80           2.00%   1,234.09                                  1.19%  1,637.07
             11/80          10.70%   1,366.14                                 -0.25%  1,632.97
             12/80          -3.00%   1,325.15  9.53%  32.52%  32.52%           0.24%  1,636.89   1.18%  63.69%  63.69%
     1981     1/81          -4.20%   1,269.50                 19.54%           5.25%  1,722.83                  33.28%
              2/81           1.70%   1,291.08                 21.57%           0.78%  1,736.27                  32.46%
              3/81           4.00%   1,342.72  1.33%          40.01%          -3.98%  1,667.16   1.85%          21.79%
              4/81          -1.90%   1,317.21                 31.31%           1.22%  1,687.50                  25.96%
              5/81           0.30%   1,321.16                 25.32%           3.56%  1,747.58                  26.06%
              6/81          -0.60%   1,313.24 -2.20%          20.70%          16.46%  2,035.23  22.08%          42.46%
              7/81           0.20%   1,315.86                 13.03%          -2.73%  1,979.67                  24.34%
              8/81          -5.80%   1,239.54                  5.42%           3.05%  2,040.05                  26.94%
              9/81          -4.90%   1,178.80 -10.24%         -2.57%          -2.57%  1,987.62  -2.34%          22.86%
             10/81           5.40%   1,242.46                  0.68%          -2.25%  1,942.90                  18.68%
             11/81           4.10%   1,293.40                 -5.32%           6.71%  2,073.27                  26.96%
             12/81          -2.60%   1,259.77  6.87%  -4.93%  -4.93%          -2.18%  2,028.07   2.04%  23.90%  23.90%
     1982     1/82          -1.30%   1,243.40                 -2.06%           1.67%  2,061.94                  19.68%
              2/82          -5.60%   1,173.76                 -9.09%           3.05%  2,124.83                  22.38%
              3/82          -0.50%   1,167.90 -7.29%         -13.02%           7.34%  2,280.79  12.46%          36.81%
              4/82           4.50%   1,220.45                 -7.35%          -0.74%  2,263.91                  34.16%
              5/82          -3.40%   1,178.96                -10.76%           3.16%  2,335.45                  33.64%
              6/82          -1.50%   1,161.27 -0.57%         -11.57%           6.82%  2,494.73   9.38%          22.58%
              7/82          -1.80%   1,140.37                -13.34%          -9.12%  2,267.21                  14.52%
              8/82          12.10%   1,278.35                  3.13%           4.30%  2,364.70                  15.91%
              9/82           1.20%   1,293.69 11.40%           9.75%           9.39%  2,586.74   3.69%          30.14%
             10/82          11.50%   1,442.47                 16.10%          -3.09%  2,506.81                  29.02%
             11/82           4.00%   1,500.17                 15.99%          -4.91%  2,383.73                  14.97%
             12/82           1.90%   1,528.67 18.16%  21.34%  21.34%          -0.73%  2,366.33  -8.52%  16.68%  16.68%
     1983     1/83           3.70%   1,585.23                 27.49%          18.37%  2,801.02                  35.84%
              2/83           2.30%   1,621.69                 38.16%          -9.05%  2,547.53                  19.89%
              3/83           3.70%   1,681.69 10.01%          43.99%           2.04%  2,599.50   9.85%          13.97%
              4/83           7.90%   1,814.55                 48.68%          -0.82%  2,578.18                  13.88%
              5/83          -0.90%   1,798.22                 52.53%           9.82%  2,831.36                  21.23%
              6/83           3.90%   1,868.35 11.10%          60.89%          -8.50%  2,590.70  -0.34%           3.85%
              7/83          -3.00%   1,812.30                 58.92%           3.12%  2,671.53                  17.83%
              8/83           1.50%   1,839.48                 43.89%           9.06%  2,913.57                  23.21%
              9/83           1.40%   1,865.23 -0.17%          44.18%           0.19%  2,919.10  12.68%          12.85%
             10/83          -1.20%   1,842.85                 27.76%           1.83%  2,972.52                  18.58%
             11/83           2.10%   1,881.55                 25.42%          -4.17%  2,848.57                  19.50%
             12/83          -0.50%   1,872.14  0.37%  22.47%  22.47%           2.80%  2,928.33   0.32%  23.75%  23.75%
     1984     1/84          -0.60%   1,860.91                 17.39%           1.60%  2,975.18                   6.22%
              2/84          -3.50%   1,795.78                 10.73%          -0.96%  2,946.62                  15.67%
              3/84           1.70%   1,826.31 -2.45%           8.60%           1.97%  3,004.67   2.61%          15.59%
              4/84           0.90%   1,842.74                  1.55%          -2.53%  2,928.65                  13.59%
              5/84          -5.50%   1,741.39                 -3.16%           4.12%  3,049.31                   7.70%
              6/84           2.20%   1,779.70 -2.55%          -4.74%          -9.81%  2,750.17  -8.47%           6.16%
              7/84          -1.20%   1,758.35                 -2.98%          21.33%  3,336.78                  24.90%
              8/84          11.00%   1,951.77                  6.10%          -8.00%  3,069.84                   5.36%
              9/84           0.00%   1,951.77  9.67%           4.64%           3.98%  3,192.02  16.07%           9.35%
             10/84           0.40%   1,959.57                  6.33%          -4.20%  3,057.96                   2.87%
             11/84          -1.10%   1,938.02                  3.00%          -2.98%  2,966.83                   4.15%
             12/84           2.60%   1,988.41  1.88%   6.21%   6.21%           7.33%  3,184.30  -0.24%   8.74%   8.74%
     1985     1/85           7.80%   2,143.50                 15.19%           2.57%  3,266.13                   9.78%
              2/85           1.20%   2,169.22                 20.80%           4.67%  3,418.66                  16.02%
              3/85           0.10%   2,171.39  9.20%          18.90%          -1.06%  3,382.42   6.22%          12.57%
              4/85          -0.10%   2,169.22                 17.72%          -1.98%  3,315.45                  13.21%
              5/85           5.80%   2,295.04                 31.79%           1.34%  3,359.88                  10.18%
              6/85           1.60%   2,331.76  7.39%          31.02%          -4.83%  3,197.60  -5.46%          16.27%
              7/85          -0.10%   2,329.42                 32.48%          13.96%  3,643.98                   9.21%
              8/85          -0.90%   2,308.46                 18.28%          -1.62%  3,584.95                  16.78%
              9/85          -3.10%   2,236.90 -4.07%          14.61%          -7.69%  3,309.27   3.49%           3.67%
             10/85           4.60%   2,339.79                 19.40%           6.61%  3,528.01                  15.37%
             11/85           6.90%   2,501.24                 29.06%           4.69%  3,693.47                  24.49%
             12/85           4.80%   2,621.30 17.18%  31.83%  31.83%           8.20%  3,996.34  20.76%  25.50%  25.50%
     1986     1/86           0.60%   2,637.03                 23.02%           1.87%  4,071.07                  24.64%
              2/86           7.50%   2,834.81                 30.68%          14.14%  4,646.72                  35.92%
              3/86           5.60%   2,993.55 14.20%          37.86%           5.62%  4,907.86  22.81%          45.10%
              4/86          -1.10%   2,960.63                 36.48%          -6.23%  4,602.10                  38.81%
              5/86           5.30%   3,117.54                 35.84%          -3.92%  4,421.70                  31.60%
              6/86           1.70%   3,170.54  5.91%          35.97%          -1.46%  4,357.14 -11.22%          36.26%
              7/86          -5.60%   2,992.99                 28.49%           3.25%  4,498.75                  23.46%
              8/86           7.40%   3,214.47                 39.25%           5.11%  4,728.64                  31.90%
              9/86          -8.30%   2,947.67 -7.03%          31.77%          -5.56%  4,465.73   2.49%          34.95%
             10/86           5.80%   3,118.63                 33.29%          -4.40%  4,269.23                  21.01%
             11/86           2.40%   3,193.48                 27.68%          -2.20%  4,175.31                  13.05%
             12/86          -2.60%   3,110.45  5.52%  18.66%  18.66%          -0.63%  4,149.01  -7.09%   3.82%   3.82%
     1987     1/87          13.50%   3,530.36                 33.88%          10.51%  4,585.07                  12.63%
              2/87           4.00%   3,671.57                 29.52%           0.61%  4,613.04                  -0.72%
              3/87           2.90%   3,778.05 21.46%          26.21%           3.37%  4,768.50  14.93%          -2.84%
              4/87          -0.90%   3,744.05                 26.46%          22.07%  5,820.90                  26.48%
              5/87           0.90%   3,777.74                 21.18%          -1.81%  5,715.54                  29.26%
              6/87           5.00%   3,966.63  4.99%          25.11%          -3.24%  5,530.36  15.98%          26.93%
              7/87           5.10%   4,168.93                 39.29%           4.73%  5,791.95                  28.75%
              8/87           3.70%   4,323.18                 34.49%          -1.69%  5,694.06                  20.42%
              9/87          -2.20%   4,228.07  6.59%          43.44%           0.72%  5,735.06   3.70%          28.42%
             10/87         -21.50%   3,319.03                  6.43%           0.33%  5,753.99                  34.78%
             11/87          -8.20%   3,046.87                 -4.59%           8.60%  6,248.83                  49.66%
             12/87           7.60%   3,278.43 -22.46%  5.40%   5.40%           4.42%  6,525.03  13.77%  57.27%  57.27%
     1988     1/88           4.20%   3,416.13                 -3.24%          -1.88%  6,402.36                  39.63%
              2/88           4.70%   3,576.69                 -2.58%           0.70%  6,447.17                  39.76%
              3/88          -3.10%   3,465.81  5.72%          -8.26%          -3.43%  6,226.03  -4.58%          30.57%
              4/88           1.10%   3,503.93                 -6.41%          -3.95%  5,980.11                   2.74%
              5/88           0.90%   3,535.47                 -6.41%           8.95%  6,515.33                  13.99%
              6/88           4.60%   3,698.10  6.70%          -6.77%          27.40%  8,300.52  33.32%          50.09%
              7/88          -0.40%   3,683.31                -11.65%          -8.23%  7,617.39                  31.52%
              8/88          -3.40%   3,558.08                -17.70%           0.54%  7,658.52                  34.50%
              9/88           4.30%   3,711.07  0.35%         -12.23%           0.80%  7,719.79  -7.00%          34.61%
             10/88           2.80%   3,814.98                 14.94%           1.37%  7,825.55                  36.00%
             11/88          -1.40%   3,761.57                 23.46%           2.62%  8,030.58                  28.51%
             12/88           1.70%   3,825.52  3.08%  16.69%  16.69%          -1.07%  7,944.66   2.91%  21.76%  21.76%
     1989     1/89           7.30%   4,104.78                 20.16%           1.48%  8,062.24                  25.93%
              2/89          -2.50%   4,002.16                 11.90%          -3.47%  7,782.48                  20.71%
              3/89           2.30%   4,094.21  7.02%          18.13%           3.65%  8,066.54   1.53%          29.56%
              4/89           5.20%   4,307.11                 22.92%          -2.50%  7,864.87                  31.52%
              5/89           4.00%   4,479.40                 26.70%          11.92%  8,802.37                  35.10%
              6/89          -0.60%   4,452.52  8.75%          20.40%           1.28%  8,915.04  10.52%           7.40%
              7/89           9.00%   4,853.25                 31.76%          -1.74%  8,759.92                  15.00%
              8/89           2.00%   4,950.31                 39.13%          -5.83%  8,249.21                   7.71%
              9/89          -0.40%   4,930.51 10.74%          32.86%          -3.04%  7,998.44 -10.28%           3.61%
             10/89          -2.30%   4,817.11                 26.27%          -5.99%  7,519.33                  -3.91%
             11/89           2.00%   4,913.45                 30.62%           2.30%  7,692.28                  -4.21%
             12/89           2.40%   5,031.37  2.05%  31.52%  31.52%           5.14%  8,087.66   1.12%   1.80%   1.80%
     1990     1/90          -6.70%   4,694.27                 14.36%           1.54%  8,212.21                   1.86%
              2/90           1.30%   4,755.30                 18.82%           0.79%  8,277.08                   6.36%
              3/90           2.60%   4,878.94 -3.03%          19.17%           3.02%  8,527.05   5.43%           5.71%
              4/90          -2.50%   4,756.96                 10.44%           4.54%  8,914.18                  13.34%
              5/90           9.80%   5,223.14                 16.60%          -5.49%  8,424.79                  -4.29%
              6/90          -0.70%   5,186.58  6.31%          16.49%           1.23%  8,528.42   0.02%          -4.34%
              7/90          -0.30%   5,171.02                  6.55%           5.62%  9,007.71                   2.83%
              8/90          -9.00%   4,705.63                 -4.94%           6.69%  9,610.33                  16.50%
              9/90          -4.90%   4,475.05 -13.72%         -9.24%           2.78%  9,877.50  15.82%          23.49%
             10/90          -0.40%   4,457.15                 -7.47%           1.15%  9,991.09                  32.87%
             11/90           6.50%   4,746.87                 -3.39%          -0.47%  9,944.13                  29.27%
             12/90           2.80%   4,879.78  9.04%  -3.01%  -3.01%          -1.57%  9,788.01  -0.91%  21.02%  21.02%
     1991     1/91           4.40%   5,094.49                  8.53%          -4.90%  9,308.40                  13.35%
              2/91           7.20%   5,461.30                 14.85%          -0.83%  9,231.14                  11.53%
              3/91           2.40%   5,592.37 14.60%          14.62%           4.28%  9,626.23  -1.65%          12.89%
              4/91           0.20%   5,603.55                 17.80%          -1.89%  9,444.29                   5.95%
              5/91           4.30%   5,844.50                 11.90%          -1.61%  9,292.24                  10.30%
              6/91          -4.60%   5,575.66 -0.30%           7.50%           2.66%  9,539.41  -0.90%          11.85%
              7/91           4.70%   5,837.71                 12.89%          -3.36%  9,218.89                   2.34%
              8/91           2.40%   5,977.82                 27.04%          -1.92%  9,041.89                  -5.91%
              9/91          -1.70%   5,876.20  5.39%          31.31%           2.72%  9,287.83  -2.64%          -5.97%
             10/91           1.30%   5,952.59                 33.55%          -0.91%  9,203.31                  -7.88%
             11/91          -4.00%   5,714.48                 20.38%           0.26%  9,227.24                  -7.21%
             12/91          11.40%   6,365.93  8.33%  30.46%  30.46%          10.03% 10,152.73   9.31%   3.73%   3.73%
     1992     1/92          -1.90%   6,244.98                 22.58%          -4.53%  9,692.81                   4.13%
              2/92           1.30%   6,326.17                 15.84%          -2.61%  9,439.83                   2.26%
              3/92          -1.90%   6,205.97 -2.51%          10.97%          -1.81%  9,268.97  -8.70%          -3.71%
              4/92           2.90%   6,385.94                 13.96%          -0.80%  9,194.81                  -2.64%
              5/92           0.50%   6,417.87                  9.81%          -0.73%  9,127.69                  -1.77%
              6/92          -1.50%   6,321.60  1.86%          13.38%           4.44%  9,532.96   2.85%          -0.07%
              7/92           4.10%   6,580.79                 12.73%           4.31%  9,943.83                   7.86%
              8/92          -2.00%   6,449.17                  7.89%           2.30% 10,172.54                  12.50%
              9/92           1.20%   6,526.56  3.24%          11.07%          -1.61% 10,008.76   4.99%           7.76%
             10/92           0.30%   6,546.14                  9.97%           0.19% 10,027.78                   8.96%
             11/92           3.40%   6,768.71                 18.45%           1.19% 10,147.11                   9.97%
             12/92           1.20%   6,849.94  4.95%   7.60%   7.60%          -0.86% 10,059.84   0.51%  -0.91%  -0.91%
     1993     1/93           0.80%   6,904.74                 10.56%          -1.81%  9,877.76                   1.91%
              2/93           1.40%   7,001.40                 10.67%           5.47% 10,418.07                  10.36%
              3/93           2.10%   7,148.43  4.36%          15.19%          -0.50% 10,365.98   3.04%          11.84%
              4/93          -2.40%   6,976.87                  9.25%           3.20% 10,697.70                  16.34%
              5/93           2.70%   7,165.24                 11.65%           0.62% 10,764.02                  17.93%
              6/93           0.30%   7,186.74  0.54%          13.69%           0.98% 10,869.51   4.86%          14.02%
              7/93          -0.40%   7,157.99                  8.77%           3.71% 11,272.77                  13.36%
              8/93           3.80%   7,430.00                 15.21%          -3.11% 10,922.18                   7.37%
              9/93          -0.80%   7,370.56  2.56%          12.93%          -0.85% 10,829.35  -0.37%           8.20%
             10/93           2.10%   7,525.34                 14.96%          -0.58% 10,766.54                   7.37%
             11/93          -1.00%   7,450.09                 10.07%           0.15% 10,782.68                   6.26%
             12/93           1.20%   7,539.49  2.29%  10.07%  10.07%           2.97% 11,102.93   2.53%  10.37%  10.37%
     1994     1/94           3.40%   7,795.83                 12.91%          -3.30% 10,736.53                   8.69%
              2/94          -2.70%   7,585.34                  8.34%          -1.44% 10,581.93                   1.57%
              3/94          -4.40%   7,251.59 -3.82%           1.44%           2.03% 10,796.74  -2.76%           4.16%
              4/94           1.30%   7,345.86                  5.29%          -1.77% 10,605.64                  -0.86%
              5/94           1.60%   7,463.39                  4.16%           2.78% 10,900.48                   1.27%
              6/94          -2.50%   7,276.81  0.35%           1.25%           2.50% 11,172.99   3.48%           2.79%
              7/94           3.30%   7,516.94                  5.01%          -1.04% 11,056.79                  -1.92%
              8/94           4.10%   7,825.14                  5.32%          -3.11% 10,712.92                  -1.92%
              9/94          -2.40%   7,637.33  4.95%           3.62%           1.68% 10,892.90  -2.51%           0.59%
             10/94           2.20%   7,805.35                  3.72%           0.08% 10,901.61                   1.25%
             11/94          -3.60%   7,524.36                  1.00%           1.68% 11,084.76                   2.80%
             12/94           1.50%   7,637.23  0.00%   1.30%   1.30%          -0.49% 11,030.45   1.26%  -0.65%  -0.65%
     1995     1/95           2.60%   7,835.79                  0.51%          -1.79% 10,833.00                   0.90%
              2/95           3.90%   8,141.39                  7.33%           3.40% 11,201.32                   5.85%
              3/95           3.00%   8,385.63  9.80%          15.64%           6.42% 11,920.45   8.07%          10.41%
              4/95           2.90%   8,628.81                 17.47%           1.17% 12,059.92                  13.71%
              5/95           4.00%   8,973.97                 20.24%           0.51% 12,121.42                  11.20%
              6/95           2.30%   9,180.37  9.48%          26.16%          -1.29% 11,965.06   0.37%           7.09%
              7/95           3.30%   9,483.32                 26.16%          -1.23% 11,817.89                   6.88%
              8/95           0.30%   9,511.77                 21.55%           2.33% 12,093.24                  12.88%
              9/95           4.20%   9,911.27  7.96%          29.77%          -0.14% 12,076.31   0.93%          10.86%
             10/95          -0.40%   9,871.62                 26.47%          -0.03% 12,072.69                  10.74%
             11/95           4.40%  10,305.97                 36.97%           1.04% 12,198.24                  10.05%
             12/95           1.90%  10,501.79  5.96%  37.51%  37.51%           2.76% 12,534.92   3.80%  13.64%  13.64%
     1996     1/96           3.40%  10,858.85                 38.58%           2.64% 12,865.84                  18.77%
              2/96           0.90%  10,956.58                 34.58%          -4.77% 12,252.14                   9.38%
              3/96           1.00%  11,066.14  5.37%          31.97%           0.59% 12,324.43  -1.68%           3.39%
              4/96           1.50%  11,232.13                 30.17%           5.96% 13,058.96                   8.28%
              5/96           2.60%  11,524.17                 28.42%          -1.96% 12,803.01                   5.62%
              6/96           0.40%  11,570.27  4.56%          26.03%          -0.35% 12,758.19   3.52%           6.63%
              7/96          -4.40%  11,061.17                 16.64%          -1.64% 12,548.96                   6.19%
              8/96           2.10%  11,293.46                 18.73%          -0.82% 12,446.06                   2.92%
              9/96           5.60%  11,925.89  3.07%          20.33%           2.22% 12,722.36  -0.28%           5.35%
             10/96           2.80%  12,259.82                 24.19%           5.49% 13,420.82                  11.17%
             11/96           7.60%  13,191.56                 28.00%           3.47% 13,886.52                  13.84%
             12/96          -2.00%  12,927.73  8.40%  23.10%  23.10%          -1.50% 13,678.22   7.51%   9.12%   9.12%
     1997     1/97           6.20%  13,729.25                 26.43%           3.86% 14,206.20                  10.42%
              2/97           0.80%  13,839.09                 26.31%           3.49% 14,702.00                  20.00%
              3/97          -4.10%  13,271.68  2.66%          19.93%          -0.59% 14,615.26   6.85%          18.59%
              4/97           6.00%  14,067.98                 25.25%          -1.38% 14,413.57                  10.37%
              5/97           6.10%  14,926.13                 29.52%           0.32% 14,459.69                  12.94%
              6/97           4.50%  15,597.81 17.53%          34.81%           0.08% 14,471.26  -0.99%          13.43%
              7/97           8.00%  16,845.63                 52.30%           5.69% 15,294.67                  21.88%
              8/97          -5.60%  15,902.28                 40.81%          -4.00% 14,682.89                  17.97%
              9/97           5.50%  16,776.90  7.56%          40.68%           1.01% 14,831.18   2.49%          16.58%
             10/97          -3.30%  16,223.26                 32.33%          -1.60% 14,593.88                   8.74%
             11/97           4.60%  16,969.53                 28.64%           1.42% 14,801.12                   6.59%
             12/97           1.70%  17,258.02  2.87%  33.50%  33.50%           2.48% 15,168.19   2.27%  10.89%  10.89%
     1998     1/98           1.10%  17,447.85                 27.09%           0.58% 15,256.16                   7.39%
              2/98           7.20%  18,704.10                 35.15%          -0.99% 15,105.12                   2.74%
              3/98           5.10%  19,658.01 13.91%          48.12%           0.54% 15,186.69   0.12%           3.91%
              4/98           1.00%  19,854.59                 41.13%          -3.39% 14,671.86                   1.79%
              5/98          -1.70%  19,517.06                 30.76%           0.76% 14,783.37                   2.24%
              6/98           4.10%  20,317.26  3.35%          30.26%           0.36% 14,836.59  -2.31%           2.52%
              7/98          -1.10%  20,093.77                 19.28%          -0.29% 14,793.56                  -3.28%
              8/98         -14.50%  17,180.17                  8.04%           5.92% 15,669.34                   6.72%
              9/98           6.40%  18,279.70 -10.03%          8.96%           3.16% 16,164.49   8.95%           8.99%
             10/98           8.10%  19,760.36                 21.80%          -0.75% 16,043.26                   9.93%
             11/98           6.10%  20,965.74                 23.55%          -0.93% 15,894.06                   7.38%
             12/98           5.80%  22,181.76 21.35%  28.53%  28.53%           2.12% 16,231.01   0.41%   7.01%   7.01%
     1999     1/99           4.20%  23,113.39                 32.47%          -1.50% 15,987.55                   4.79%
              2/99          -3.10%  22,396.87                 19.74%           2.62% 16,406.42                   8.61%
              3/99           4.00%  23,292.75  5.01%          18.49%          -1.22% 16,206.26  -0.15%           6.71%
              4/99           3.90%  24,201.17                 21.89%           1.81% 16,499.60                  12.46%
              5/99          -2.40%  23,620.34                 21.02%          -1.43% 16,263.65                  10.01%
              6/99           5.50%  24,919.46  6.98%          22.65%           1.55% 16,515.74   1.91%          11.32%
              7/99          -3.10%  24,146.95                 20.17%          -0.52% 16,429.86                  11.06%
              8/99          -0.50%  24,026.22                 39.85%          -0.32% 16,377.28                   4.52%
              9/99          -2.70%  23,377.51 -6.19%          27.89%           0.05% 16,385.47  -0.79%           1.37%
             10/99           6.30%  24,850.29                 25.76%          -4.21% 15,695.64                  -2.17%
             11/99           2.00%  25,347.30                 20.90%           1.96% 16,003.28                   0.69%
             12/99           5.90%  26,842.79 14.82%  21.01%  21.01%           0.22% 16,038.48  -2.12%  -1.19%  -1.19%
     2000     1/00          -5.00%  25,500.65                 10.33%           1.41% 16,264.63                   1.73%
              2/00          -1.90%  25,016.14                 11.69%          -0.44% 16,193.06                  -1.30%
              3/00           9.80%  27,467.72  2.33%          17.92%          -0.83% 16,058.66   0.13%          -0.91%
              4/00          -3.00%  26,643.69                 10.09%          -1.61% 15,800.11                  -4.24%
              5/00          -2.10%  26,084.17                 10.43%           0.80% 15,926.51                  -2.07%
              6/00           2.50%  26,736.28 -2.66%           7.29%          -0.95% 15,775.21  -1.77%          -4.48%
              7/00          -1.60%  26,308.50                  8.95%          -1.20% 15,585.91                  -5.14%
              8/00           6.20%  27,939.62                 16.29%           2.56% 15,984.91                  -2.40%
              9/00          -5.30%  26,458.82 -1.04%          13.18%          -1.49% 15,746.73  -0.18%          -3.90%
             10/00          -0.40%  26,352.99                  6.05%           0.88% 15,885.31                   1.21%
             11/00          -7.90%  24,271.10                 -4.25%           2.74% 16,320.56                   1.98%
             12/00           0.50%  24,392.46 -7.81%  -9.13%  -9.13%           6.00% 17,299.80   9.86%   7.86%   7.86%
     2001     1/01           3.50%  25,246.19                 -1.00%          -0.02% 17,296.34                   6.34%
              2/01          -9.10%  22,948.79                 -8.26%          -0.63% 17,187.37                   6.14%
              3/01          -6.30%  21,503.01 -11.85%        -21.72%           4.42% 17,947.05   3.74%          11.76%
              4/01           7.80%  23,180.25                -13.00%          -3.83% 17,259.68                   9.24%
              5/01           0.70%  23,342.51                -10.51%           0.60% 17,363.24                   9.02%
              6/01          -2.40%  22,782.29  5.95%         -14.79%          -1.04% 17,182.66  -4.26%           8.92%
              7/01          -1.00%  22,554.47                -14.27%          -0.66% 17,069.25                   9.52%
              8/01          -6.30%  21,133.54                -24.36%           1.49% 17,323.59                   8.37%
              9/01          -8.10%  19,421.72 -14.75%        -26.60%           1.80% 17,635.41   2.63%          11.99%
             10/01           1.90%  19,790.73                -24.90%           2.57% 18,088.64                  13.87%
             11/01           7.70%  21,314.62                -12.18%          -4.52% 17,271.03                   5.82%
             12/01           0.90%  21,506.45 10.73%         -11.83%           1.00% 17,443.75  -1.09%           0.83%
              1/02          -1.46%  21,192.46                -16.06%          -0.30% 17,391.41                   0.55%
</TABLE>

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      125
<Page>
Notes to "Managed Futures vs. Stocks" Table:

     Stocks are represented by the S&P 500 Index, provided by Thomson Financial
Software Solutions, Boston, MA; managed futures are represented by the Barclay
CTA Index, provided by Barclay Trading Group Ltd., Fairfield, IA. Each bar
represents the asset class performance derived from successive 12-month
hypothetical holding periods or windows. (A 12-month holding period is defined
as a period of 12 consecutive months, i.e., from January 1989 to December 1989;
the next would be from February 1989 to January 1990, etc.) Performance of any
of these indices (which, by definition, are averages of many individual
investments) may not be representative of any specific investment within that
index's asset class.


     By overlaying returns, investors can see the potential benefits of a
diversified portfolio that includes both traditional and alternative
investments. There are many times when both the managed futures and stock
indices showed positive performance. Obviously, though, there is no investment
that only appreciates. There are 30 periods when managed futures showed negative
returns, while stocks experienced 43 periods of negative returns during the
studied time frame. While not a guarantee of future results, this chart
illustrates the non-correlated aspect of managed futures. This non-correlation
enables investors with managed futures to potentially lower the overall
volatility of their portfolios.


     The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index reflects results net of
actual fees and expenses, it includes accounts with trading advisors and fee
structures that differ from public managed futures funds (such as the
partnerships). Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the partnerships),
may differ.

                            ------------------------


     The following chart was prepared by the general partner to illustrate the
risk/return characteristics of a portfolio consisting of different combinations
of domestic stocks, corporate bonds, international equities, and/or managed
futures, based on the performance of recognized market indices of each asset
over the period January 1980 through January 2002. The notes below are an
integral part of the following chart.


                                      126
<Page>

                         IMPROVED PORTFOLIO EFFICIENCY
                       JANUARY 1980 THROUGH JANUARY 2002


<TABLE>
<CAPTION>
Risk/Return Analysis
January 1980 through January 2002
Stocks/Bonds/International Equities/Managed Futures
(Risk/Return Chart Data Points)


                                                  Standard DeviatiAverage   Monthly ROR
                                                          (x-axis)            (Y-axis)
--------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>
100% Stocks (S&P 500 Index)                               4.4405%             1.2583%
100% Bonds (Salomon Corporate Bond Index)                 2.7468%             0.8916%
100% International Equities (MSCI EAFE Index)             5.0325%             0.9991%
100% Managed Futures (Barclay CTA Index)                  5.0512%             1.2023%
50% Stocks/50% Bonds                                      2.9539%             1.0749%
50% Stocks/30% Bonds/10% Int'l Eqs./10% Mgd. Futures      2.9376%             1.1168%
50% Stocks/40% Bonds/10% Mgd. Futures                     2.8181%             1.1060%
60% Stocks/40% Bonds                                      3.1842%             1.1116%
60% Stocks/30% Bonds/10% Mgd. Futures                     3.0734%             1.1427%
70% Stocks/30% Bonds                                      3.4562%             1.1483%
70% Stocks/20% Bonds/10% Mgd. Futures                     3.3678%             1.1793%
</TABLE>

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Notes to "Improved Portfolio Efficiency":

     Stocks are represented by the S&P 500 Index, corporate bonds are
represented by the Salomon Corporate Bond Index, and international equities are
represented by the MSCI EAFE Index, each provided by Thomson Financial Software
Solutions, Boston, MA; managed futures are represented by the Barclay CTA Index,
provided by the Barclay Trading Group Ltd., Fairfield, IA. Performance of any of
these indices (which, by definition, are averages of many individual
investments) may not be representative of any specific investment within that
index's asset class.

     The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index reflects results net of
actual fees and expenses, it includes accounts with trading advisors and fee
structures that differ from public managed futures funds (such as the
partnerships). Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the partnerships),
may differ.

                      ------------------------------------

PROFESSIONAL MANAGEMENT

     Professional money management is one of the most significant benefits a
managed futures investment can offer. A professional trading advisor has several
advantages over an individual investor.

     * Capitalization -- Trading advisors are well capitalized, and capable of
       managing market volatility.

     * Discipline -- Trading advisors employ established, disciplined approaches
       to futures trading, as well as strict money management policies and
       techniques.

                                      127
<Page>
     * Planned Strategy -- Trading advisors research and design trading
       strategies that seek to provide long-term profit potential.

     * Risk Control -- Trading advisors offer a full time commitment to risk
       control, based upon calculated risk management strategies and years of
       research and experience.

     * Research and Development -- Trading advisors are committed to ongoing
       research and development, in an effort to continuously improve upon
       existing systems and technology in order to keep pace with industry
       developments and potentially capitalize on market opportunities as they
       occur.


     In considering the advantages of utilizing a professional trading advisor,
you also should consider the fees a trading advisor will be paid to manage a
partnership's account. The monthly management fee for each partnership is 1/12
of 2.0% of the partnership's average month-end net assets, except for Charter
Campbell, which pays a monthly management fee of 1/12 of 2.75% of that
partnership's average month end net assets and the monthly incentive fee is
20.0% of trading profits, except for Charter MSFCM, which pays a quarterly
incentive fee of 20% of trading profits.


THE TRADING ADVISOR SELECTION PROCESS


     The trading advisor for each partnership was chosen by the general partner
based upon a strict selection process, including such criteria as performance
history, experience, personnel, and due diligence. The performance history and
trading experience of the trading advisors chosen for each partnership span a
range of six to thirty years, and each trading advisor employs experienced
personnel. Additionally, the general partner monitors daily each trading
advisor's activities on behalf of a partnership and periodically conducts
on-site due diligence visits to remain abreast of each trading advisor's
continuing efforts toward research and development. This selection process is
described below.


     In order for a trading advisor to be selected by the general partner, a
qualitative and quantitative due diligence process is undertaken, considering
the factors described below. The general partner's primary objective in the
selection process is to allocate assets to trading advisors with
well-established performance histories and whom it believes have the potential
to continue to be successful in the future.

     Monitoring is an important second phase in the due diligence process. The
general partner has invested significant resources into its proprietary Fund
Management System, a comprehensive computerized management system. This
sophisticated system produces daily control reports generated from actual
trading data and enables the general partner to closely monitor the activity and
performance of trading advisors relative to their historical profile.


     Monitoring also occurs on a periodic basis by discussing with the trading
advisors their performance relative to profile and peer trading advisors, recent
market conditions, and trading opportunities. Ongoing research and development,
and continued on-site due diligence visits are conducted. While the due
diligence process cannot guarantee future success, the general partner believes
the process can provide the basis for sound decision-making and can increase the
potential for future success.


                    Trading Advisor Evaluation and Selection

<Table>
<S>                 <C>
Screening           Trading advisors are screened from a pool of
                    approximately 400.
Evaluation          Trading advisors are categorized and evaluated based
                    on quantitative and qualitative factors.
Selection           Trading advisors are selected based on quantitative
                    and qualitative analysis.
Monitoring          Daily and periodic monitoring and reporting takes
                    place on an ongoing basis.
</Table>

                                      128
<Page>
     Trading advisors are analyzed by a combination of quantitative measures and
qualitative factors, including:

Quantitative Measures

* Review of historic performance returns

* Review of performance versus managed futures industry

* Review of risk, including standard deviation of monthly returns and worst
  decline periods

* Scrutiny of performance in key periods

* Leverage policies of trading advisors

* Correlation analysis of trading advisor returns versus managed futures
  industry indices and other asset class indices

Qualitative Factors

* Experience of staff responsible for development and management of trading
  approach

* Development of trading advisor's profile

* Consistency of trading approach

* On-site office visit to trading advisor headquarters

* Ongoing commitment to research and
   development

* Flexibility to expand in order to meet demands of growth in assets

FUTURES, FORWARDS, AND OPTIONS TRADED

     Adding managed futures investments to a traditional portfolio of stocks and
bonds can provide qualified investors with access to major world economic
markets. At any given time, managed futures investments can participate in a
broad array of markets, selected from among approximately 75 global futures and
forward markets on approximately 20 exchanges worldwide.

--------------------------------------------------------------------------------
UNITED STATES          UNITED KINDOM     FRANCE            GERMANY
--------------------------------------------------------------------------------
Bonds, Bills & Notes   Long Gilt         Notional Bond     Bund
Dollar                 Short Sterling    Pibor             Mark
S&P 500                Pound             Franc             DAX
                       FTSE 100          CAC 40

--------------------------------------------------------------------------------
RUSSIA                 CHINA             JAPAN             AUSTRALIA
--------------------------------------------------------------------------------
Ruble                  Han Seng Index    Government Bonds  3-year &
                                         Yen                  10-year bonds
                                         Nikkei 225        Dollar
                                                           All Ordinaries Index

                                      129
<Page>

  MAJOR FUTURES MARKETS TRADED


     Markets traded may include, but are not limited to, the following:


<Table>
<S>                       <C>                       <C>                           <C>
AGRICULTURALS             FOREIGN EXCHANGE          STOCK INDICES                 INTEREST RATES
------------------------  ------------------------  ----------------------------  ----------------------------
Cocoa                     Australian dollar         All Ordinaries                Australian Bank Bill
Coffee                    British pound             CAC 40                        Australian T-Bonds
Corn                      Canadian dollar           DAX                           British Long Gilt
Cotton                    Czech koruna              Dow Jones                     British Short Sterling
Feeder cattle             Danish kronor               Industrial                  Canadian Bankers
Lean hogs                 Euro                      FT-SE 100                       Acceptances
Live cattle               Hong Kong dollar          Hang Seng                     Canadian Government
Lumber                    Japanese yen              IBEX-35 PLUS                    Bond
Oats                      Korean won                MIB 30                        Euro Bonds
Orange juice              Mexican peso              NASDAQ 100                    Eurodollar
Pork bellies              New Zealand dollar        Nikkei 225                    Euribor
Rubber                    Norwegian krone           NYSE Composite                Euroyen
Soybean meal              Philippine peso           Russell 2000                  Japanese Government
Soybean oil               Singapore dollar          S&P Canada 60                   Bond
Soybeans                  South African rand        S&P 500                       Muni Bond Index
Sugar                     Swedish krona             Taiwan Stock Index            New Zealand Bill
Wheat                     Swiss franc               Topix Stock Index             Spanish Government
METALS                    U.S. dollar                                               Bond
Aluminum                  ENERGIES                                                Swiss Government
Copper                    Brent crude oil                                           Bond
Gold                      Crude oil                                               U.S. T-Bonds
Lead                      Gas oil                                                 U.S. T-Notes
Nickel                    Heating oil
Palladium                 Natural gas
Platinum                  Unleaded gas
Silver
Tin
Zinc
</Table>


     Each partnership normally trades a portfolio of diverse futures, forwards,
and options, but may trade a greater or lesser number of futures, forwards, and
options from time to time. Each limited partner will obtain greater
diversification in futures, forwards, and options traded than would be possible
trading individually, unless substantially more than the minimum investment
described herein were committed to the futures, forwards, and options markets.


EXCHANGE RIGHT

     At the sixth month-end after a person first becomes a limited partner in
any Charter Series partnership, and each calendar month thereafter, a limited
partner may shift his investment among the partnerships. This permits a limited
partner to select one or more partnerships which best suit his investment needs
and objectives, which may change from time to time. A limited partner is not
required to pay any redemption charges in connection with a Charter Series
exchange.

DIVERSIFIED PROFESSIONAL TRADING MANAGEMENT


     Trading decisions for each partnership will be made by a trading advisor
retained by the general partner. The trading approaches employed on behalf of
each partnership by its trading advisor are not available for investments as
small as the required minimum investment in each partnership. A limited partner
can diversify his professional trading management by dividing his


                                      130
<Page>

investment among two or all five of the partnerships. For example, an investor
owning units of all five partnerships in the Charter Series would have the
benefit of having his investment managed by five different trading advisors.


LIMITED LIABILITY

     Unlike an individual who invests directly in futures, forwards, and
options, an investor in a partnership cannot be individually subject to margin
calls and cannot lose more than the amount of his unredeemed capital
contribution, his share of undistributed profits, if any, and, under certain
circumstances, any distributions and amounts received upon redemption, or deemed
received on an exchange of units, and interest thereon.

INTEREST INCOME


     Many commodity brokers permit accounts above a certain size to deposit
margin for futures, forwards, and options in the form of interest-bearing
obligations, such as U.S. Treasury bills, rather than cash, thus enabling the
account to earn interest on funds being used for futures trading, or such
brokers pay interest at U.S. Treasury bill rates on a portion of the cash
deposited in the account. Each partnership deposits its assets in separate
commodity trading accounts with the commodity brokers. Morgan Stanley DW credits
each partnership at each month-end with interest income as if 100% of each
partnership's average daily net assets for the month were invested at a
prevailing rate on U.S. Treasury bills. Generally, an individual trader would
not receive any interest on the funds in his commodity account unless he
committed substantially more than the minimum investment required for the
partnerships. While the partnerships are credited with interest by Morgan
Stanley DW on the respective percentage of their assets deposited as margin as
described above, the form of margin posted, whether cash or interest-bearing
obligations (such as U.S. Treasury bills), does not reduce the risks inherent in
the trading of futures, forwards, and options.


ADMINISTRATIVE CONVENIENCE

     The partnerships are structured so as to provide limited partners with
numerous services designed to alleviate the administrative details involved in
engaging directly in futures, forwards, and options trading, including monthly
and annual financial reports (showing, among other things, the net asset value
of a unit, trading profits or losses, and expenses), and all tax information
relating to the partnerships necessary for limited partners to complete their
federal income tax returns.

                      SUPPLEMENTAL PERFORMANCE INFORMATION

     The tables on the following pages contain summary performance information
and certain other data for each partnership, supplementing the information in
Part I of this prospectus.

                                      131
<Page>
--------------------------------------------------------------------------------
                                 CHARTER GRAHAM




All of the performance data below is as of January 31, 2002.


---------------------------------------------------
                           CHARTER GRAHAM STATISTICS

Trading Advisor:                                 Graham Capital Management, L.P.
Began Trading:                                                        March 1999

Net Assets in Fund:                                                $50.5 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical


---------------------------------------------------




                                 RISK ANALYSIS


Compounded Annual Rate of Return:                                         12.17%


Standard Deviation of Monthly Returns:                                     6.86%


Annualized Standard Deviation:                                            23.76%

Sharpe Ratio:                                                               0.30

Largest Decline Period (2/00 - 7/00):                                   (17.06)%


Average Recovery (No. of months):                                           3.50


Average Monthly Loss:                                                    (4.89)%


Standard Deviation of Monthly Loss:                                        3.63%


% of Losing Months:                                                       42.86%


Average Monthly Gain:                                                      5.75%


Standard Deviation of Monthly Gain:                                        4.84%


% of Winning Months:                                                      57.14%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION


Foreign Exchange    25%
Interest Rates      31%
Stock Indices       11%
Agriculturals       10%
Energies            13%
Metals              10%


------------------------------------------------------------
                                TRADING STRATEGY

Graham relies on technical information as the basis for its systematic trading
decisions. Graham believes that it can, over time, anticipate market events
using multiple quantitative mathematical models to determine its systematic
trading activities. The objective of the trading system is to identify positions
in markets where the price action of a particular market signals the
computerized systems used by Graham that a potential trend in prices is
occurring. The systems are designed to mathematically analyze the recent trading
characteristics of each market and statistically compare such characteristics to
the long-term historical trading pattern of a particular market. As a result of
this analysis, the programs will utilize proprietary risk management and trade
filter strategies which are intended to enable the system to benefit from
sustained price trends while protecting the account from unacceptable levels of
risk and volatility exposure. One of the most important objectives of Graham's
programs is to strategically reduce leverage in markets where it has achieved
significant profits prior to substantial price reversal using proprietary
techniques designed to reduce volatility, without diluting net returns. The
owners and employees of Graham have a significant amount invested in Graham's
trading programs.

------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:


<Table>
<S>                     <C>                  <C>
AGRICULTURALS           METALS               STOCK
Cocoa                   Aluminum             INDICES
Coffee                  Copper               CAC 40
Corn                    Gold                 DAX
Cotton                  Lead                 FT-SE 100
Lean Hogs               Nickel               Hang Seng
Live Cattle             Palladium            IBEX-35 PLUS
Soybean Meal            Zinc                 NASDAQ 100
Soybean                 FOREIGN              Nikkei 225
Soybean Oil             EXCHANGE             Russell 1000
Sugar                   Australian dollar    S&P 500
Wheat                   British pound        Topix
ENERGIES                Canadian dollar      INTEREST
Crude Oil               Euro                 RATES
Gas Oil                 Japanese yen         Australian Bank
Natural Gas             Korean won           Bills
Unleaded Gas            Mexican peso         Australian T-bonds
                        New Zealand          British Long Gilt
                          dollar             British Short
                        Singapore dollar       Sterling
                        South African rand   Euro bonds
                        Swedish krona        Japanese
                        Swiss franc            government bonds
                        U.S. Dollar          Swiss government
                        Cross rates            bonds
                                             U.S. T-bonds
                                             U.S. T-notes
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      132
<Page>

--------------------------------------------------------------------------------




                           CHARTER GRAHAM PERFORMANCE


<Table>
<S>          <C>          <C>          <C>
  1999         2000         2001         2002
  2.90%       21.96%        9.72%        1.60%
   (10
 months)                               (1 month)
</Table>


--------------------------------------------------------------------------------




                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX


                                   [CHART]


--------------------------------------------------------------------------------


               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)


                                   [CHART]


--------------------------------------------------------------------------------


                       CORRELATION ANALYSIS (3/99 - 1/02)



Note: The closer the value to zero, the lower the correlation to the indexes
compared.


<Table>
<S>                                                  <C>           <C>         <C>         <C>         <C>
                                                       Charter
                                                       Graham         ZURICH         S&P         SAL        EAFE
Charter Graham                                          1.00            0.88       (0.37)       0.21       (0.23)
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
</Table>

--------------------------------------------------------------------------------


The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets,
Inc., New York, N.Y.



Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      133
<Page>
--------------------------------------------------------------------------------
                                CHARTER MILLBURN




All of the performance data below is as of January 31, 2002.


---------------------------------------------------
                          CHARTER MILLBURN STATISTICS

Trading Advisor:                                 Millburn Ridgefield Corporation
Began Trading:                                                        March 1999

Net Assets in Fund                                                 $30.6 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical


---------------------------------------------------




                                 RISK ANALYSIS



Compounded Annual Rate of Return:                                        (2.27)%


Standard Deviation of Monthly Returns:                                     5.37%
Annualized Standard Deviation:                                            18.62%


Sharpe Ratio:                                                             (0.39)


Largest Decline Period (7/99 - 7/00):                                   (23.11)%


Average Recovery (No. of Months):                                           3.33


Average Monthly Loss:                                                    (4.38)%


Standard Deviation of Monthly Loss:                                        3.26%


% of Losing Months:                                                       45.71%


Average Monthly Gain:                                                      3.59%


Standard Deviation of Monthly Gain:                                        3.88%


% of Winning Months:                                                      54.29%


---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION


Foreign Exchange    31%
Interest Rates      31%
Stock Indices       10%
Agriculturals        7%
Energies            18%
Metals               5%


------------------------------------------------------------
                                TRADING STRATEGY


Millburn's trading methodology includes technical trend analysis, certain
non-trend-following technical systems, and risk management principles. The first
step in the trading methodology is the development of intermediate- to long-term
trading systems which generate buy or sell decisions in a particular market
based on the direction of the price trend in the market. Millburn then tests the
full range of the systems in each market traded against five, ten or fifteen
years of historical data to simulate the results the system would have achieved
in the markets had the system been used to make trading decisions during the
simulation period. Millburn applies a System Selection Algorithm to simulate
potential combinations of systems and searches for both an optimal number and
combination of systems in each market. The number of systems ranges from 5 to 8,
and the combination selected is designed to maximize Sharpe ratio, subject to
minimum levels of diversification among systems in the group. Millburn also
employs a Portfolio Allocation Algorithm designed to select a portfolio with
what Millburn believes to be `optimal' risk/reward statistics and to dynamically
shift the portfolio risk allocations into the markets and sectors which offer
the best potential for profit.



In attempting to assess market volatility as a means of monitoring and
evaluating risk, Millburn uses a volatility overlay as a part of individual
market risk management. This system is designed to measure the risk in a
portfolio's position in a market and signals a decrease in position size when
risk increases and an increase in position size when risk decreases. Millburn's
volatility overlay maintains overall portfolio risk and distribution of risk
across markets within designated ranges. In addition to the volatility overlay,
Millburn's risk management focuses on money management principles applicable to
the portfolio as a whole rather than to individual markets and the careful
control of leverage or portfolio size.



Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products.

------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:


<Table>
<S>                     <C>                  <C>
AGRICULTURALS           FOREIGN              STOCK
Cocoa                   EXCHANGE             INDICES
Coffee                  British pound        All Ordinaries
Corn                    Canadian dollar      DAX
Cotton                  Euro                 FT-SE 100
Sugar                   Japanese yen         Hang Seng
Wheat                   Mexican peso         NASDAQ 100
ENERGIES                Norwegian krone      Nikkei 225
Crude Oil               Singapore dollar     S&P 500
Gas Oil                 Swiss franc          Topix
Heating Oil             Exotic currencies    INTEREST
Natural Gas             Cross rates          RATES
Unleaded Gas                                 British Long Gilt
METALS                                       British Short
Aluminum                                       Sterling
Copper                                       Euro bonds
Gold                                         Japanese
Zinc                                           government bonds
                                             U.S. T-bonds
                                             U.S. T-notes
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      134
<Page>

--------------------------------------------------------------------------------




                          CHARTER MILLBURN PERFORMANCE


<Table>
<S>          <C>          <C>          <C>
  1999         2000         2001         2002
 (7.20)%     (12.07)%     (11.25)%       1.30%
   (10
 months)                               (1 month)
</Table>


--------------------------------------------------------------------------------


                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX


                                   [CHART]


--------------------------------------------------------------------------------


               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)


                                   [CHART]


--------------------------------------------------------------------------------


                       CORRELATION ANALYSIS (3/99 - 1/02)


<Table>
<S>                                                  <C>           <C>         <C>         <C>         <C>
                                                       Charter
                                                      Millburn        ZURICH         S&P         SAL        EAFE
Charter Millburn                                        1.00            0.86       (0.22)       0.16       (0.08)
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
</Table>

--------------------------------------------------------------------------------


The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.



Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      135
<Page>
--------------------------------------------------------------------------------
                                 CHARTER WELTON




All of the performance data below is as of January 31, 2002.


---------------------------------------------------
                           CHARTER WELTON STATISTICS

Trading Advisor:                                   Welton Investment Corporation
Began Trading:                                                        March 1999

Net Assets in Fund:                                                $16.2 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical


---------------------------------------------------




                                 RISK ANALYSIS



Compounded Annual Rate of Return:                                       (11.10)%


Standard Deviation of Monthly Returns:                                     5.35%


Annualized Standard Deviation:                                            18.54%


Sharpe Ratio:                                                             (0.87)


Largest Decline Period (3/99 - 6/01):                                   (34.40)%


Average Recovery (No. of months):                                            N/A


Average Monthly Loss:                                                    (4.71)%


Standard Deviation of Monthly Loss:                                        2.43%


% of Losing Months:                                                       57.14%


Average Monthly Gain:                                                      4.32%


Standard Deviation of Monthly Gain:                                        3.41%


% of Winning Months:                                                      42.86%


---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION


Foreign Exchange    17%
Interest Rates      30%
Stock Indices       36%
Agriculturals        1%
Energies            12%
Metals               4%


------------------------------------------------------------
                                TRADING STRATEGY
Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.


Welton's Alpha Portfolio utilizes fewer trading styles on a more limited group
of highly liquid global futures and options markets. Trading styles are
specifically focused on opportunities that have a low dependency on correct
directional positioning and the timing of those positions.


Ongoing research and development is a focused commitment of resources to improve
the consistency and quality of performance. It is Welton's position that no
single type of market movement, trading time frame, overall macroeconomic
environment, or any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. Some principals of Welton have a significant amount of their
personal capital invested in the Diversified Portfolio.
------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:


<Table>
<S>                    <C>                 <C>
AGRICULTURALS          METALS              STOCK INDICES
Cocoa                  Aluminum            All Ordinaries
Coffee                 Copper              CAC 40
Corn                   Gold                DAX
Cotton                 Lead                DJIA
Lean Hogs              Nickel              FT-SE 100
Live Cattle            Palladium           Hang Seng
Lumber                 Platinum            IBEX-35 PLUS
Orange Juice           Silver              MIB 30
Pork Bellies           Tin                 NASDAQ 100
Rubber                 Zinc                Nikkei 225
Soybean Meal           FOREIGN             S&P 500
Soybean Oil            EXCHANGE            INTEREST
Soybeans               Australian dollar   RATES
Sugar                  British pound       Australian Bank Bills
Wheat                  Canadian dollar     Australian T-bonds
ENERGIES               Euro                British Long Gilt
Crude Oil              Japanese yen        British Short Sterling
Heating Oil            Mexican peso        Canadian Bankers
Natural Gas            New Zealand           Acceptances
Unleaded Gas             dollar            Euro bonds
                       South African rand  Japanese government
                       Swedish Krona         bonds
                       Swiss franc         New Zealand bills
                       Cross rates         U.S. T-bonds
                                           U.S. T-notes
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      136
<Page>

--------------------------------------------------------------------------------




                           CHARTER WELTON PERFORMANCE


<Table>
<S>          <C>          <C>          <C>
  1999         2000         2001         2002
(10.70)%      (8.17)%     (13.05)%      (0.56)%
(10 months)                            (1 month)
</Table>


--------------------------------------------------------------------------------


                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX


                                   [CHART]


--------------------------------------------------------------------------------


               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)


                                   [CHART]


--------------------------------------------------------------------------------


                       CORRELATION ANALYSIS (3/99 - 1/02)


<Table>
<S>                                                  <C>           <C>         <C>         <C>         <C>
                                                       Charter
                                                       Welton         Zurich         S&P         SAL        EAFE
Charter Welton                                          1.00            0.73        0.00        0.29        0.16
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
</Table>

--------------------------------------------------------------------------------


The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.



Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      137
<Page>

--------------------------------------------------------------------------------


                                 CHARTER MSFCM





All of the data below is as of January 31, 2002.



---------------------------------------------------


                            CHARTER MSFCM STATISTICS



Trading Advisor:  Morgan Stanley Futures & Currency

                                                                      Mgmt. Inc.
Began Trading:                                                        March 1994

Total Assets in Fund:                                              $43.6 Million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                                         1/12 of 2.00% of
                                                                 Beg. Net Assets

Monthly Brokerage Fee:                                          1/12 of 6.75% of
                                                                 Beg. Net Assets

Quarterly Incentive Fee:                                     20.00% of Quarterly
                                                                 Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------
                                 RISK ANALYSIS


Compounded Annual Rate of Return:                                          7.09%


Standard Deviation of Monthly Returns:                                     6.37%


Annualized Standard Deviation:                                            22.07%


Sharpe Ratio:                                                               0.09


Largest Decline Period (7/94 - 1/95):                                   (22.84)%


Average Recovery (No. of months):                                           2.75


Average Monthly Loss:                                                    (4.27)%


Standard Deviation of Monthly Loss:                                        3.03%


% of Losing Months:                                                       45.26%


Average Monthly Gain:                                                      4.93%


Standard Deviation of Monthly Gain:                                        5.31%


% of Winning Months:                                                      54.74%


---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION





Foreign Exchange    37%
Interest Rates      30%
Stock Indices        2%
Energies            19%
Metals              12%


------------------------------------------------------------
                                TRADING STRATEGY


Morgan Stanley Futures & Currency Management's trading methodology is trend
following in nature, attempting to identify long-term trends that are beginning
and taking positions that can potentially profit from a continuation of these
trends. Positions are maintained until certain price objectives are reached or
the trend is no longer detected in the data. Deciding when to enter and exit a
position, and how much exposure to maintain, is made systematically utilizing a
fixed set of technical rules and mathematical formulas that consider factors
such as daily price activity, volatility, volume, and open interest. Although
Morgan Stanley Futures & Currency Management's trading methodology is generally
universal across all markets traded, variations are applied from sector to
sector. In some sectors Morgan Stanley Futures & Currency Management will
maintain either a long or short position at all times, but in other sectors a
position will only be taken if a clear trend is determined. In addition, a
longer term perspective may be applied in certain market sectors when detecting
rising versus declining trends.



Determining which markets to trade and how much risk to allocate to each market
is accomplished using a combination of technical inputs and professional
judgment. Factors employed to scrutinize the potential contribution each market
can make to the overall portfolio include historical return, volatility, and
cross-correlations to other markets. Professional judgment is used in making the
final determination as to which markets to trade and takes into account such
things as market liquidity and cost of trading.



Over its thirteen year history, Morgan Stanley Futures & Currency Management has
allocated significant resources to maintain an active research and development
process. This ongoing commitment is maintained to improve the potential for
strong future performance for Morgan Stanley Futures & Currency Management
clients.


------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited, to the following:


<Table>
<S>                    <C>                 <C>
INTEREST RATES         FOREIGN EXCHANGE    STOCK INDICES
Australian T-bonds     Australian dollar   Nikkei 225
Euro bonds             British pound       S&P 500
Eurodollars            Euro
Japanese gov't         Japanese yen
  bond                 South African rand
U.S. T-bonds           Swedish krona
U.S. T-notes           Swiss franc
ENERGIES               METALS
Brent Crude Oil        Aluminum
Crude Oil              Copper
Natural Gas            Gold
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      138
<Page>

--------------------------------------------------------------------------------


                           CHARTER MSFCM PERFORMANCE


<Table>
<S>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
  1994        1995        1996        1997        1998        1999        2000        2001        2002
 (7.32)%     21.88%       3.97%      26.22%       5.07%      (9.21)%     23.77%      (3.31)%      1.65%
(10 months)                                                                                     (1 month)
</Table>


--------------------------------------------------------------------------------


                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX



--------------------------------------------------------------------------------


               HISTORICAL PERFORMANCE COMPARISON (2/28/94 = $10)


                                   [CHART]


--------------------------------------------------------------------------------


                       CORRELATION ANALYSIS (3/94 - 1/02)


<Table>
<S>                                                  <C>           <C>         <C>         <C>         <C>
                                                       Charter
                                                        MSFCM         Zurich         S&P         SAL        EAFE
Charter MSFCM                                           1.00            0.82       (0.05)       0.22        0.01
Zurich Index                                                            1.00       (0.11)       0.28       (0.06)
S & P 500 Index                                                                     1.00        0.28        0.75
Salomon Corporate Bond Index                                                                    1.00        0.04
MSCI EAFE Index                                                                                             1.00
</Table>

--------------------------------------------------------------------------------


The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.



Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      139
<Page>
--------------------------------------------------------------------------------
                           CHARTER CAMPBELL PRO FORMA

---------------------------------------------------
                            CAMPBELL & COMPANY, INC.


Trading Advisor:                                        Campbell & Company, Inc.
Began Trading:                                                      January 1972
Total Assets Under Management:
Minimum Investment:                                                      $20,000
Monthly Management Fee:                                         1/12 of 2.75% of
                                                                 Beg. Net Assets
Monthly Brokerage Fee:                                          1/12 of 6.75% of
                                                                 Beg. Net Assets
Monthly Incentive Fee:                                            20% of Monthly
                                                                 Trading Profits
Investment Style:                                                      Technical


---------------------------------------------------
                            PRO FORMA RISK ANALYSIS


Compounded Annual Rate of Return:                                         11.37%


Standard Deviation of Monthly Returns:                                     6.27%


Annualized Standard Deviation:                                            21.71%


Sharpe Ratio:                                                               0.29


Largest Decline Period (4/86 - 11/86):                                  (38.80)%


Average Recovery (No. of Months):                                           3.39


Average Monthly Loss:                                                    (4.33)%


Standard Deviation of Monthly Loss:                                        3.49%


% of Losing Months:                                                       40.71%


Average Monthly Gain:                                                      4.81%


Standard Deviation of Monthly Gain:                                        4.88%


% of Winning Months:                                                      59.29%


---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION


Foreign Exchange    48%
Interest Rates      25%
Stock Indices       14%
Energies            12%
Metals               1%


------------------------------------------------------------
                                TRADING STRATEGY


Campbell makes trading decisions for all clients' accounts using proprietary
technical trading models which analyze market statistics. Campbell's trading
models are designed to detect and exploit medium- to long-term price changes,
while also applying proven risk management and portfolio management principles.
Campbell believes that utilizing multiple trading models for the same client
account provides an important level of diversification, and is most beneficial
when multiple contracts in each market are traded. Every trading model may not
trade every market. It is possible that one trading model may signal a long
position while another trading model signals a short position in the same
market. It is Campbell's intention to offset these signals to reduce unnecessary
trading, but if the signals are not simultaneous, both trades will be taken and
since it is unlikely that both positions would prove profitable, in retrospect,
one or both trades will appear to have been unnecessary. It is Campbell's policy
to follow trades signaled by each trading model independently of the other
models. Campbell's trading models may include trend-following trading models,
counter-trend trading models, and trading models that do not seek to identify or
follow price trends at all.



Campbell applies risk management and portfolio management strategies to measure
and manage overall portfolio risk. These strategies include portfolio structure,
risk balance, capital allocation, and risk limitation. One objective of risk and
portfolio management is to determine periods of relatively high and low
portfolio risk, and when such points are reached, Campbell may reduce or
increase position size accordingly. It is possible, however, that this reduction
or increase in position size may not enhance the results achieved over time.


------------------------------------------------------------
                             FUTURES MARKETS TRADED

<Table>
<S>                    <C>                 <C>
INTEREST RATES         FOREIGN EXCHANGE    STOCK INDICES
ENERGIES
METALS
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      140
<Page>
--------------------------------------------------------------------------------
                     CHARTER CAMPBELL PRO FORMA PERFORMANCE

<Table>
<S>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
  1983        1984        1985        1986        1987        1988        1989        1990        1991        1992
 (5.51)%     29.67%      31.28%     (25.87)%     78.58%       1.56%      30.30%      24.96%      23.37%       6.28%
(9 months)
  1993        1994        1995        1996        1997        1998        1999        2000        2001        2002
 (1.16)%    (20.22)%     11.70%      26.48%      13.56%      14.48%       3.13%      10.45%       0.95%      (1.09)%
                                                                                                            (1 month)
</Table>

--------------------------------------------------------------------------------
                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

--------------------------------------------------------------------------------
               HISTORICAL PERFORMANCE COMPARISON (12/83 = $1,000)

--------------------------------------------------------------------------------
                       CORRELATION ANALYSIS (1/84 - 1/02)

<Table>
<S>                                                  <C>          <C>        <C>        <C>        <C>
                                                       Charter
                                                      Campbell
                                                      Pro Forma      Zurich        S&P        SAL       EAFE
Charter Campbell Pro Forma                              1.00           0.74       0.16       0.09       0.03
Zurich Index                                                           1.00       0.06       0.21       0.02
S & P 500 Index                                                                   1.00       0.31       0.54
Salomon Corporate Bond Index                                                                 1.00       0.15
MSCI EAFE Index                                                                                         1.00
</Table>

--------------------------------------------------------------------------------


The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.



Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      141
<Page>

     The following charts were prepared by the general partner to illustrate the
change in fund assets from their inception of trading through January 31, 2002
to reflect each partnership's performance and net additions of capital.


                                 CHARTER GRAHAM
                               FUND ASSET HISTORY


Feb-99    Dec-99    Dec-00    Dec-01    Jan-02
$4.363    $20.661   $28.771   $47.941   $50.539


                                CHARTER MILLBURN
                               FUND ASSET HISTORY


Mar-99    Dec-99    Dec-00     Dec-01    Jan-02
$7.656    $23.304   $29.783    $30.219   $30.589


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      142
<Page>
                                 CHARTER WELTON
                               FUND ASSET HISTORY


Mar-99    Dec-99    Dec-00    Dec-01    Jan-02
$8.106    $23.077   $22.309   $16.653   $16.175



                                 CHARTER MSFCM
                               FUND ASSET HISTORY



<table>
<s>      <c>       <c>       <c>       <c>       <c>       <c>       <c>       <c>       <c>
Feb-94   Dec-94    Dec-95    Dec-96    Dec-97    Dec-98    Dec-99    Dec-00    Dec-01    Jan-02
$20.265  $60.366   $53.645   $44.794   $48.003   $45.472   $36.185   $37.382   $42.400   $43.648
</table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      143
<Page>

     The following charts were prepared by the general partner to illustrate the
monthly performance, on a net asset value per unit basis, of each partnership
versus that of the Zurich Index, from inception of trading through January 31,
2002. The Zurich Index represents the dollar-weighted average performance of
public managed futures funds. To qualify for inclusion in the Zurich Index, an
investment product must appear in Zurich's fund performance tables. Zurich
imposes no minimum size restrictions on the public managed futures funds that it
tracks. As of January 31, 2002 there were 75 public managed futures funds
included in the calculation of the Zurich Index.



                               CHARTER GRAHAM VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON



MS CHARTER GRAHAM

<TABLE>
<CAPTION>
               GRAHAM GL DIV          GRAHAM K-4                     MSCG

   Period       ROR    NAV     YTD      ROR    NAV     YTD     ROR    NAV      YTD

<S>        <C> <C>     <C>     <C>             <C>            <C>     <C>      <C>
       Feb-99          10.00                                          10.00
       Mar-99  -8.02%   9.20                                  -8.00%   9.20
       Apr-99   4.22%   9.59                                   4.24%   9.59
       May-99  -5.91%   9.02                                  -5.94%   9.02
       Jun-99   6.62%   9.62                                   6.65%   9.62
       Jul-99  -2.62%   9.36                                  -2.60%   9.37
       Aug-99   4.70%   9.80                                   4.70%   9.81
       Sep-99   1.30%   9.93                                   1.22%   9.93
       Oct-99  -6.08%   9.33                                  -6.04%   9.33
       Nov-99   1.87%   9.50                                   1.82%   9.50
       Dec-99   8.30%  10.29    2.92%                          8.32%  10.29     2.90%
       Jan-00   2.53%  10.55                                   2.53%  10.55
       Feb-00  -2.37%  10.30                                  -2.37%  10.30
       Mar-00   0.29%  10.33                                   0.29%  10.33
       Apr-00  -4.97%   9.82                                  -4.94%   9.82
       May-00  -4.01%   9.42                                  -3.97%   9.43
       Jun-00  -5.42%   8.91                                  -5.51%   8.91
       Jul-00  -1.80%   8.75                                  -1.80%   8.75
       Aug-00   7.04%   9.37                                   7.09%   9.37
       Sep-00  -1.63%   9.22                                  -1.60%   9.22
       Oct-00   2.94%   9.49                                   2.93%   9.49
       Nov-00  16.60%  11.06                                  16.54%  11.06
       Dec-00  13.48%  12.55   21.98%          10.00          13.47%  12.55    21.96%
       Jan-01  -2.19%  12.28            2.68%  10.27          -1.99%  12.30
       Feb-01   2.46%  12.58            8.13%  11.10           3.41%  12.72
       Mar-01  11.67%  14.05           10.99%  12.32           8.41%  13.79
       Apr-01  -12.57% 12.28          -10.71%  11.00          -10.66% 12.32
       May-01   0.85%  12.39            2.04%  11.23           0.81%  12.42
       Jun-01  -0.42%  12.34            0.63%  11.30          -0.64%  12.34
       Jul-01  -2.01%  12.09           -5.85%  10.64          -3.57%  11.90
       Aug-01   6.20%  12.84            5.72%  11.24           6.05%  12.62
       Sep-01  12.14%  14.40           19.18%  13.40          14.82%  14.49
       Oct-01   9.05%  15.70            9.43%  14.67           9.18%  15.82
       Nov-01  -16.15% 13.16          -10.16%  13.18          -13.72% 13.65
       Dec-01  -0.65%  13.08    4.16%   3.15%  13.59   35.91%  0.88%  13.77     9.72%

--------------------------------------------------------------------------------------
Inception to Date              30.77%                  35.91%                  39.90%
Compound Annual ROR             9.60%                     N/A                  12.17%
--------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                                                  ZURICH INDEX

------------------------------------------------------------------------------------------------------------------
               Total       Annualized   Total      Annualized  Total       Annualized    Total          Annualized
              Return         Return     Return       Return    Return        Return       Return           Return
------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>    <C>               <C>  <C>              <C>        <C>               <C>
QTD            -16.70%                 -7.33%                 -11.57%                    -7.90%
YTD             0.00%                   0.00%                  1.60%                     -0.95%
1 Year          6.50%           6.50%  32.36%            0.32 13.74%           13.74%    -0.82%            -0.82%
2 Year         23.93%          11.31%     N/A             N/A 32.61%           15.16%     2.84%             1.42%
3 Year            N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
5 Year            N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
10 Year           N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
ITD            30.77%           9.60%  35.91%             N/A 39.90%           12.17%     2.40%             0.81%
------------------------------------------------------------------------------------------------------------------

</TABLE>



                              CHARTER MILLBURN VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON



MSDW CHARTER MILLBURN

              MILLBURN DIV

   Period      ROR    NAV      YTD

       Feb-99         10.00
       Mar-99 -0.52%   9.95
       Apr-99  5.04%  10.45
       May-99 -3.57%  10.08
       Jun-99  5.20%  10.60
       Jul-99 -3.81%  10.20
       Aug-99  0.97%  10.30
       Sep-99  0.19%  10.32
       Oct-99 -12.70%  9.01
       Nov-99  1.47%   9.14
       Dec-99  1.58%   9.28    -7.18%
       Jan-00  2.16%   9.48
       Feb-00 -1.79%   9.31
       Mar-00 -5.26%   8.82
       Apr-00  0.68%   8.88
       May-00 -2.25%   8.68
       Jun-00 -4.72%   8.27
       Jul-00 -1.45%   8.15
       Aug-00  3.07%   8.40
       Sep-00 -2.26%   8.21
       Oct-00  4.02%   8.54
       Nov-00  4.45%   8.92
       Dec-00 16.59%  10.40    12.09%
       Jan-01  0.58%  10.46
       Feb-01 -2.29%  10.23
       Mar-01  9.69%  11.22
       Apr-01 -6.69%  10.47
       May-01  1.63%  10.64
       Jun-01 -3.01%  10.32
       Jul-01 -6.21%   9.68
       Aug-01  2.69%   9.94
       Sep-01 -3.42%   9.60
       Oct-01  4.69%  10.05
       Nov-01 -10.16%  9.03
       Dec-01  2.33%   9.24   -11.23%

--------------------------------------
Inception to Date              -7.64%
Compound Annual ROR            -2.68%
--------------------------------------
                                                  ZURICH INDEX

------------------------------------------------------------------
              Total        Annualized    Total          Annualized
              Return         Return     Return             Return
------------------------------------------------------------------
QTD           -6.87%                    -7.90%
YTD            1.30%                    -0.95%
1 Year        -10.61%         -10.61%   -0.82%             -0.82%
2 Year        -1.37%           -0.68%    2.84%              1.42%
3 Year           N/A              N/A      N/A                N/A
5 Year           N/A              N/A      N/A                N/A
10 Year          N/A              N/A      N/A                N/A
ITD           -6.50%           -2.27%    2.40%              0.81%
------------------------------------------------------------------


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      144
<Page>

                               CHARTER WELTON VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON



<TABLE>
<CAPTION>
MSDW CHARTER WELTON

              WELTON DIVERSIFIED             WELTON ALPHA            WELTON

   Period      ROR    NAV      YTD     ROR    NAV      YTD     ROR    NAV     YTD

<S>        <C> <C>     <C>      <C>    <C>     <C>      <C>    <C>     <C>    <C>
       Feb-99         10.00                                           10.00
       Mar-99 -7.74%   9.23                                   -7.70%   9.23
       Apr-99  0.32%   9.26                                    0.33%   9.26
       May-99 -3.39%   8.94                                   -3.46%   8.94
       Jun-99  3.03%   9.21                                    3.02%   9.21
       Jul-99 -4.18%   8.83                                   -4.13%   8.83
       Aug-99 -3.13%   8.55                                   -3.17%   8.55
       Sep-99 -2.30%   8.35                                   -2.22%   8.36
       Oct-99 -6.88%   7.78                                   -6.94%   7.78
       Nov-99  6.38%   8.28                                    6.43%   8.28
       Dec-99  7.89%   8.93   -10.71%                          7.85%   8.93
       Jan-00 -6.05%   8.39                                   -6.05%   8.39
       Feb-00  1.79%   8.54                                    1.79%   8.54
       Mar-00  3.75%   8.86                                    3.75%   8.86
       Apr-00 -6.43%   8.29                                   -6.43%   8.29
       May-00 -3.02%   8.04                                   -3.02%   8.04
       Jun-00 -2.61%   7.83                                   -2.61%   7.83
       Jul-00 -4.85%   7.45                                   -4.85%   7.45
       Aug-00  2.68%   7.65                                    2.68%   7.65
       Sep-00 -7.32%   7.09                                   -7.32%   7.09
       Oct-00  2.12%   7.24                                    2.12%   7.24
       Nov-00  1.93%   7.38                                    1.93%   7.38
       Dec-00 11.11%   8.20    -8.17%                         11.11%   8.20
       Jan-01 -5.36%   7.76                                   -5.37%   7.76
       Feb-01 -2.84%   7.54                                   -2.84%   7.54
       Mar-01  6.76%   8.05                                    6.76%   8.05
       Apr-01 -10.93%  7.17                    7.17           -10.93%  7.17
       May-01 -2.43%   6.99           -0.97%   7.10           -3.49%   6.92
       Jun-01 -5.03%   6.64           -0.17%   7.09           -5.20%   6.56
       Jul-01  2.30%   6.80           -0.24%   7.07            2.13%   6.70
       Aug-01  4.45%   7.10           -0.56%   7.03            3.88%   6.96
       Sep-01  3.82%   7.37           -3.22%   6.81            0.57%   7.00
       Oct-01  9.69%   8.08            0.74%   6.86           10.43%   7.73
       Nov-01 -6.27%   7.58            0.51%   6.89           -5.69%   7.29
       Dec-01 -2.75%   7.37    -9.31%  0.58%   6.93     1.09% -2.19%   7.13  -13.05%

-------------------------------------------------------------------------------------
Inception to Date             -26.32%                     N/A                -29.10%
Compound Annual ROR            -9.91%                     N/A                -11.10%
-------------------------------------------------------------------------------------
<CAPTION>

                                                                                                 ZURICH INDEX

-----------------------------------------------------------------------------------------------------------------
              Total        Annualized  Total       Annualized  Total     Annualized    Total          Annualized
              Return         Return    Return          Return  Return        Return    Return            Return
-----------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                            <C>             <C>      <C>                <C>
QTD           -8.85%                   1.09%                  -8.28%                   -7.90%
YTD            0.00%                   1.09%                  -0.56%                   -0.95%
1 Year        -5.05%           -5.05%    N/A              N/A -8.63%          -8.63%   -0.82%             -0.82%
2 Year        -12.17%          -6.27%    N/A              N/A -15.49%         -8.08%    2.84%              1.42%
3 Year           N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
5 Year           N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
10 Year          N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
ITD           -26.32%          -9.91% -3.34%              N/A -29.10%        -11.10%    2.40%              0.81%
-----------------------------------------------------------------------------------------------------------------
</TABLE>



                               CHARTER MSFCM VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON



MS CHARTER MSFCM

                             DWFCM GLOBAL FUND    MSCD

  Period         ROR    NAV      YTD        ROR     NAV      YTD

    Mar-94             10.00                        10.00
    Mar-94       1.46% 10.15                2.28%   10.23
    Apr-94      -1.07% 10.04               -2.36%    9.99
    May-94       5.90% 10.63                2.58%   10.24
    Jun-94       4.01% 11.06                2.15%   10.46
    Jul-94      -2.85% 10.74               -4.57%    9.99
    Aug-94      -4.05% 10.31               -5.22%    9.46
    Sep-94      -2.34% 10.06               -1.44%    9.33
    Oct-94       2.44% 10.31                4.96%    9.79
    Nov-94       8.96% 11.23                1.72%    9.96
    Dec-94      -7.52% 10.39        3.89%  -6.95%    9.27    -7.32%
    Jan-95      -8.64%  9.49              -12.87%    8.07
    Feb-95       1.56%  9.64               11.47%    9.00
    Mar-95      23.78% 11.93               28.77%   11.59
    Apr-95       7.15% 12.79                4.41%   12.10
    May-95      16.15% 14.85                1.21%   12.25
    Jun-95      -3.05% 14.40               -2.60%   11.93
    Jul-95      -0.72% 14.29                0.48%   11.99
    Aug-95      -2.91% 13.88                3.58%   12.41
    Sep-95      -3.91% 13.33               -4.93%   11.80
    Oct-95      -6.08% 12.52               -1.79%   11.59
    Nov-95      -1.12% 12.38               -4.17%   11.11
    Dec-95       0.82% 12.49       20.18%   1.68%   11.30    21.88%
    Jan-96       2.80% 12.83                2.85%   11.62
    Feb-96      -6.70% 11.97              -11.64%   10.27
    Mar-96      -2.08% 11.73                0.89%   10.36
    Apr-96      -1.00% 11.61                3.90%   10.76
    May-96      -6.79% 10.82               -4.67%   10.26
    Jun-96      -2.06% 10.60               -1.55%   10.10
    Jul-96       5.53% 11.18                5.97%   10.70
    Aug-96       2.07% 11.41               -2.48%   10.44
    Sep-96       9.34% 12.48                4.88%   10.95
    Oct-96       6.14% 13.25                8.88%   11.92
    Nov-96       4.79% 13.88                7.53%   12.82
    Dec-96      -8.68% 12.68        1.54%  -8.37%   11.74     3.97%
    Jan-97       2.88% 13.04               10.03%   12.92
    Feb-97       4.52% 13.63                6.10%   13.71
    Mar-97      -6.80% 12.70               -8.05%   12.61
    Apr-97      -5.94% 11.95               -5.89%   11.86
    May-97       5.89% 12.65                0.37%   11.91
    Jun-97      -3.09% 12.26                0.41%   11.96
    Jul-97      12.43% 13.79               15.17%   13.77
    Aug-97      -3.99% 13.24               -3.21%   13.33
    Sep-97       3.92% 13.76                4.51%   13.93
    Oct-97      -8.42% 12.60               -4.59%   13.29
    Nov-97       6.39% 13.40                6.81%   14.19
    Dec-97       7.20% 14.37       13.34%   4.43%   14.82    26.22%
    Jan-98      -1.65% 14.13               -1.65%   14.58
    Feb-98       0.27% 14.17               -2.21%   14.26
    Mar-98      -2.55% 13.81               -0.69%   14.16
    Apr-98      -7.05% 12.83               -5.90%   13.32
    May-98       4.80% 13.45                6.70%   14.21
    Jun-98      -1.63% 13.23               -0.81%   14.10
    Jul-98      -4.75% 12.60               -4.53%   13.46
    Aug-98      22.92% 15.49               15.33%   15.52
    Sep-98       5.65% 16.37                1.62%   15.78
    Oct-98      -3.07% 15.86                1.57%   16.02
    Nov-98      -2.98% 15.39               -5.12%   15.20
    Dec-98       3.80% 15.98       11.19%   2.44%   15.57     5.07%
    Jan-99      -4.10% 15.32               -5.38%   14.74
    Feb-99       1.51% 15.55                1.34%   14.93
    Mar-99      -5.00% 14.77               -3.27%   14.45
    Apr-99       2.25% 15.11                2.78%   14.85
    May-99      -4.65% 14.40               -4.36%   14.20
    Jun-99       2.09% 14.71                0.54%   14.28
    Jul-99      -0.93% 14.57               -0.47%   14.21
    Aug-99       5.26% 15.34                5.00%   14.92
    Sep-99       0.57% 15.42                0.14%   14.94
    Oct-99     -11.65% 13.63               -9.69%   13.49
    Nov-99       1.54% 13.84                2.39%   13.82
    Dec-99       3.45% 14.31      -10.41%   2.35%   14.14    -9.21%
    Jan-00      -0.68% 14.22               -0.68%   14.04
    Feb-00      -0.66% 14.12               -0.66%   13.95
    Mar-00       4.72% 14.79                4.72%   14.61
    Apr-00       2.15% 15.11                2.15%   14.92
    May-00       2.34% 15.46                2.34%   15.27
    Jun-00      -4.32% 14.79               -4.32%   14.61
    Jul-00      -7.75% 13.65               -7.75%   13.48
    Aug-00       3.32% 14.10                3.32%   13.93
    Sep-00      -1.33% 13.91               -1.33%   13.74
    Oct-00       1.29% 14.09                1.29%   13.92
    Nov-00       4.31% 14.70                4.31%   14.52
    Dec-00      20.52% 17.71       23.76%  20.52%   17.50    23.77%
    Jan-01      -4.29% 16.95               -4.29%   16.75
    Feb-01       0.42% 17.03                0.42%   16.82
    Mar-01       7.07% 18.23                7.07%   18.01
    Apr-01      -7.72% 16.82               -7.72%   16.62
    May-01       5.96% 17.82                5.96%   17.61
    Jun-01      -2.10% 17.45               -2.10%   17.24
    Jul-01      -0.93% 17.29               -0.93%   17.08
    Aug-01       4.68% 18.10                4.68%   17.88
    Sep-01      -1.29% 17.86               -1.29%   17.65
    Oct-01       7.54% 19.21                7.54%   18.98
    Nov-01      -7.80% 17.71               -7.80%   17.50
    Dec-01      -3.31% 17.13       -3.32%  -3.31%   16.92    -3.31%

--------------------------------------------------------------------
Inception to Date                  71.25%                    72.00%
Compound Annual ROR                 7.03%                     7.09%
--------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                ZURICH INDEX

------------------------------------------------------------------------------------------------
                Total          Annualized   Total       Annualized     Total         Annualized
               Return            Return    Return          Return     Return            Return
------------------------------------------------------------------------------------------------
<S>              <C>                <C>     <C>               <C>      <C>                <C>
QTD            -10.85%                     -9.38%                     -7.90%
YTD              0.00%                      1.65%                     -0.95%
1 Year           1.01%              1.01%   2.69%             2.69%   -0.82%             -0.82%
2 Year          20.47%              9.74%  22.47%            10.67%    2.84%              1.42%
3 Year          11.78%              3.78%  16.72%             5.29%    4.17%              1.37%
5 Year          31.31%              5.60%  33.12%             5.89%   14.45%              2.74%
10 Year            N/A                N/A     N/A               N/A      N/A                N/A
ITD             71.25%              7.03%  72.00%             7.09%   46.73%              4.96%
------------------------------------------------------------------------------------------------
</TABLE>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      145
<Page>

     The following charts were prepared by the general partner to illustrate the
performance, on a rate of return basis, of each partnership versus that of the
Zurich Index, from each partnership's inception of trading through January 31,
2002.



                               CHARTER GRAHAM VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)



                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Graham         12.17%         13.74%       1.60%            (11.57)%
Zurich Index            0.81%         (0.82)%     (0.95)%           (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.



                              CHARTER MILLBURN VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)



                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Millburn       (2.27)%        (10.61)%     1.30%            (6.87)%
Zurich Index            0.81%         (0.82)%     (0.95)%           (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      146
<Page>

                               CHARTER WELTON VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)



                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Welton         (11.10)%       (8.63)%     (0.56)%            (8.28)%
Zurich Index            0.81%         (0.82)%     (0.95)%            (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.



                               CHARTER MSFCM VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)



<table>
<caption>
                 Inception-to-date     5 Year      3 Year      1 Year     Year-to-date     Quarter-to-date

<S>                     <C>             <C>        <C>         <C>           <C>               <C>
Charter MSFCM           7.09%           5.89%      5.29%       2.56%         1.65%             (9.38)%
Zurich Index            4.96%           2.74%      1.37%      (0.82)%       (0.95)%            (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.
</table>


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      147
<Page>

     The following charts were prepared by the general partner to illustrate
certain period performance and statistical information relating to the
partnerships, from their inception of trading through January 31, 2002. The
"Restated NAV/Unit" column in the Charter MSFCM chart reflects the 100-for-1
unit conversion in connection with Charter MSFCM becoming part of the Charter
Series of partnerships.


                                 CHARTER GRAHAM
                             HISTORICAL PERFORMANCE

<Table>
<CAPTION>
                                                                      12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
   <S>          <C>          <C>          <C>          <C>          <C>          <C>
     Feb-99                    10.00
     Mar-99       (8.00)%       9.20        (8.00)%
     Apr-99        4.24%        9.59
     May-99       (5.94)%       9.02
     Jun-99        6.65%        9.62         4.57%
     Jul-99       (2.60)%       9.37
     Aug-99        4.70%        9.81
     Sep-99        1.22%        9.93         3.22%
     Oct-99       (6.04)%       9.33
     Nov-99        1.82%        9.50
     Dec-99        8.32%       10.29         3.63%        2.90%
     Jan-00        2.53%       10.55
     Feb-00       (2.37)%      10.30                                   3.00%
     Mar-00        0.29%       10.33         0.39%                    12.28%
     Apr-00       (4.94)%       9.82                                   2.40%
     May-00       (3.97)%       9.43                                   4.55%
     Jun-00       (5.51)%       8.91       (13.75)%                   (7.38)%
     Jul-00       (1.80)%       8.75                                  (6.62)%
     Aug-00        7.09%        9.37                                  (4.49)%
     Sep-00       (1.60)%       9.22         3.48%                    (7.15)%
     Oct-00        2.93%        9.49                                   1.71%
     Nov-00       16.54%       11.06                                  16.42%
     Dec-00       13.47%       12.55        36.12%       21.96%       21.96%
     Jan-01       (1.99)%      12.30                                  16.59%
     Feb-01        3.41%       12.72                                  23.50%       27.20%
     Mar-01        8.41%       13.79         9.88%                    33.49%       49.89%
     Apr-01      (10.66)%      12.32                                  25.46%       28.47%
     May-01        0.81%       12.42                                  31.71%       37.69%
     Jun-01       (0.64)%      12.34       (10.51)%                   38.50%       28.27%
     Jul-01       (3.57)%      11.90                                  36.00%       27.00%
     Aug-01        6.05%       12.62                                  34.69%       28.64%
     Sep-01       14.82%       14.49        17.42%                    57.16%       45.92%
     Oct-01        9.18%       15.82                                  66.70%       69.56%
     Nov-01      (13.72)%      13.65                                  23.42%       43.68%
     Dec-01        0.88%       13.77        (4.97)%       9.72%        9.72%       33.82%
     Jan-02        1.60%       13.99                      1.60%       13.74%       32.61%
    COMPOUNDED ANNUAL ROR:                  12.17%

    STANDARD DEVIATION
      OF MONTHLY RETURNS:                    6.86%
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      148
<Page>
                                CHARTER MILLBURN
                             HISTORICAL PERFORMANCE
<Table>
   <S>          <C>          <C>          <C>          <C>          <C>          <C>
                                                                      12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-99                    10.00
     Mar-99       (0.50)%       9.95        (0.50)%
     Apr-99        5.03%       10.45
     May-99       (3.54)%      10.08
     Jun-99        5.16%       10.60         6.53%
     Jul-99       (3.77)%      10.20
     Aug-99        0.98%       10.30
     Sep-99        0.19%       10.32        (2.64)%
     Oct-99      (12.69)%       9.01
     Nov-99        1.44%        9.14
     Dec-99        1.53%        9.28       (10.08)%      (7.20)%
     Jan-00        2.16%        9.48
     Feb-00       (1.79)%       9.31                                  (6.90)%
     Mar-00       (5.26)%       8.82        (4.96)%                  (11.36)%
     Apr-00        0.68%        8.88                                 (15.02)%
     May-00       (2.25)%       8.68                                 (13.89)%
     Jun-00       (4.72)%       8.27        (6.24)%                  (21.98)%
     Jul-00       (1.45)%       8.15                                 (20.10)%
     Aug-00        3.07%        8.40                                 (18.45)%
     Sep-00       (2.26)%       8.21        (0.73)%                  (20.45)%
     Oct-00        4.02%        8.54                                  (5.22)%
     Nov-00        4.45%        8.92                                  (2.41)%
     Dec-00       16.59%       10.40        26.67%       12.07%       12.07%
     Jan-01        0.58%       10.46                                  10.34%
     Feb-01       (2.29)%      10.22                                   9.77%        2.20%
     Mar-01        9.69%       11.21         7.79%                    27.10%       12.66%
     Apr-01       (6.69)%      10.46                                  17.79%        0.10%
     May-01        1.63%       10.63                                  22.47%        5.46%
     Jun-01       (3.01)%      10.31        (8.03)%                   24.67%       (2.74)%
     Jul-01       (6.21)%       9.67                                  18.65%       (5.20)%
     Aug-01        2.69%        9.93                                  18.21%       (3.59)%
     Sep-01       (3.42)%       9.59        (6.98)%                   16.81%       (7.07)%
     Oct-01        4.69%       10.04                                  17.56%       11.43%
     Nov-01      (10.16)%       9.02                                   1.12%       (1.31)%
     Dec-01        2.33%        9.23        (3.75)%     (11.25)%     (11.25)%      (0.54)%
     Jan-02        1.30%        9.35                      1.30%      (10.61)%      (1.37)%
    COMPOUNDED ANNUAL ROR:                  (2.27)%

    STANDARD DEVIATION
      OF MONTHLY RETURNS:                    5.37%
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      149
<Page>
                                 CHARTER WELTON
                             HISTORICAL PERFORMANCE
<Table>
   <S>          <C>          <C>          <C>          <C>          <C>          <C>
                                                                      12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-99                    10.00
     Mar-99       (7.70)%       9.23        (7.70)%
     Apr-99        0.33%        9.26
     May-99       (3.46)%       8.94
     Jun-99        3.02%        9.21        (0.22)%
     Jul-99       (4.13)%       8.83
     Aug-99       (3.17)%       8.55
     Sep-99       (2.22)%       8.36        (9.23)%
     Oct-99       (6.94)%       7.78
     Nov-99        6.43%        8.28
     Dec-99        7.85%        8.93         6.82%      (10.70)%
     Jan-00       (6.05)%       8.39
     Feb-00        1.79%        8.54                                 (14.60)%
     Mar-00        3.75%        8.86        (0.78)%                   (4.01)%
     Apr-00       (6.43)%       8.29                                 (10.48)%
     May-00       (3.02)%       8.04                                 (10.07)%
     Jun-00       (2.61)%       7.83       (11.63)%                  (14.98)%
     Jul-00       (4.85)%       7.45                                 (15.63)%
     Aug-00        2.68%        7.65                                 (10.53)%
     Sep-00       (7.32)%       7.09        (9.45)%                  (15.19)%
     Oct-00        2.12%        7.24                                  (6.94)%
     Nov-00        1.93%        7.38                                 (10.87)%
     Dec-00       11.11%        8.20        15.66%       (8.17)%      (8.17)%
     Jan-01       (5.37)%       7.76                                  (7.51)%
     Feb-01       (2.84)%       7.54                                 (11.71)%     (24.60)%
     Mar-01        6.76%        8.05        (1.83)%                   (9.14)%     (12.78)%
     Apr-01      (10.93)%       7.17                                 (13.51)%     (22.57)%
     May-01       (3.49)%       6.92                                 (13.93)%     (22.60)%
     Jun-01       (5.20)%       6.56       (18.51)%                  (16.22)%     (28.77)%
     Jul-01        2.13%        6.70                                 (10.07)%     (24.12)%
     Aug-01        3.88%        6.96                                  (9.02)%     (18.60)%
     Sep-01        0.57%        7.00         6.71%                    (1.27)%     (16.27)%
     Oct-01       10.43%        7.73                                   6.77%       (0.64)%
     Nov-01       (5.69)%       7.29                                  (1.22)%     (11.96)%
     Dec-01       (2.19)%       7.13         1.86%      (13.05)%     (13.05)%     (20.16)%
     Jan-02       (0.56)%       7.09                     (0.56)%      (8.63)%     (15.49)%
    COMPOUNDED ANNUAL ROR:                 (11.10)%

    STANDARD DEVIATION
    OF MONTHLY RETURNS:                      5.35%
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      150
<Page>
                                 CHARTER MSFCM
                             HISTORICAL PERFORMANCE
<Table>
   <S>          <C>          <C>          <C>          <C>          <C>          <C>
                                                                      12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-94                    10.00
     Mar-94        2.28%       10.23         2.28%
     Apr-94       (2.36)%       9.99
     May-94        2.58%       10.24
     Jun-94        2.15%       10.46         2.31%
     Jul-94       (4.57)%       9.99
     Aug-94       (5.22)%       9.46
     Sep-94       (1.44)%       9.33       (10.86)%
     Oct-94        4.96%        9.79
     Nov-94        1.72%        9.96
     Dec-94       (6.95)%       9.27        (0.65)%      (7.32)%
     Jan-95      (12.87)%       8.07
     Feb-95       11.47%        9.00                                  (9.99)%
     Mar-95       28.77%       11.59        25.06%                    13.32%
     Apr-95        4.41%       12.10                                  21.18%
     May-95        1.21%       12.25                                  19.56%
     Jun-95       (2.60)%      11.93         2.92%                    14.00%
     Jul-95        0.48%       11.99                                  20.03%
     Aug-95        3.58%       12.41                                  31.17%
     Sep-95       (4.93)%      11.80        (1.06)%                   26.53%
     Oct-95       (1.79)%      11.59                                  18.39%
     Nov-95       (4.17)%      11.11                                  11.54%
     Dec-95        1.68%       11.30        (4.30)%      21.88%       21.88%
     Jan-96        2.85%       11.62                                  43.87%
     Feb-96      (11.64)%      10.27                                  14.05%        2.65%
     Mar-96        0.89%       10.36        (8.31)%                  (10.65)%       1.25%
     Apr-96        3.90%       10.76                                 (11.08)%       7.75%
     May-96       (4.67)%      10.26                                 (16.24)%       0.14%
     Jun-96       (1.55)%      10.10        (2.48)%                  (15.34)%      (3.49)%
     Jul-96        5.97%       10.70                                 (10.71)%       7.18%
     Aug-96       (2.48)%      10.44                                 (15.93)%      10.27%
     Sep-96        4.88%       10.95         8.38%                    (7.26)%      17.34%
     Oct-96        8.88%       11.92                                   2.82%       21.72%
     Nov-96        7.53%       12.82                                  15.37%       28.68%
     Dec-96       (8.37)%      11.74         7.29%        3.97%        3.97%       26.71%
     Jan-97       10.03%       12.92                                  11.23%       60.02%
     Feb-97        6.10%       13.71                                  33.56%       52.32%
     Mar-97       (8.05)%      12.61         7.34%                    21.72%        8.76%
     Apr-97       (5.89)%      11.86                                  10.25%       (1.97)%
     May-97        0.37%       11.91                                  16.07%       (2.78)%
     Jun-97        0.41%       11.96        (5.15)%                   18.38%        0.23%
     Jul-97       15.17%       13.77                                  28.65%       14.88%
     Aug-97       (3.21)%      13.33                                  27.70%        7.36%
     Sep-97        4.51%       13.93        16.50%                    27.25%       18.01%
     Oct-97       (4.59)%      13.29                                  11.50%       14.64%
     Nov-97        6.81%       14.19                                  10.75%       27.77%
     Dec-97        4.43%       14.82         6.42%       26.22%       26.22%       31.23%
     Jan-98       (1.65)%      14.58                                  12.82%       25.49%
     Feb-98       (2.21)%      14.26                                   3.98%       38.88%
     Mar-98       (0.69)%      14.16        (4.49)%                   12.31%       36.70%
     Apr-98       (5.90)%      13.32                                  12.29%       23.80%
     May-98        6.70%       14.21                                  19.38%       38.57%
     Jun-98       (0.81)%      14.10        (0.41)%                   17.92%       39.60%
     Jul-98       (4.53)%      13.46                                  (2.24)%      25.77%
     Aug-98       15.33%       15.52                                  16.48%       48.74%
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      151
<Page>
                                 CHARTER MSFCM
                       HISTORICAL PERFORMANCE (CONTINUED)
<Table>
   <S>          <C>          <C>          <C>          <C>          <C>          <C>
                                                                      12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Sep-98        1.62%       15.78        11.89%                    13.26%       44.12%
     Oct-98        1.57%       16.02                                  20.58%       34.45%
     Nov-98       (5.12)%      15.20                                   7.11%       18.62%
     Dec-98        2.44%       15.57        (1.28)%       5.07%        5.07%       32.62%
     Jan-99       (5.38)%      14.74                                   1.08%       14.04%
     Feb-99        1.34%       14.93                                   4.76%        8.93%
     Mar-99       (3.27)%      14.45        (7.25)%                    2.04%       14.60%
     Apr-99        2.78%       14.85                                  11.45%       25.15%
     May-99       (4.36)%      14.20                                  (0.10)%      19.26%
     Jun-99        0.54%       14.28        (1.17)%                    1.26%       19.41%
     Jul-99       (0.47)%      14.21                                   5.56%        3.19%
     Aug-99        5.00%       14.92                                  (3.89)%      11.95%
     Sep-99        0.14%       14.94         4.66%                    (5.29)%       7.27%
     Oct-99       (9.69)%      13.49                                 (15.79)%       1.54%
     Nov-99        2.39%       13.82                                  (9.12)%      (2.66)%
     Dec-99        2.35%       14.14        (5.36)%      (9.21)%      (9.21)%      (4.60)%
     Jan-00       (0.68)%      14.04                                  (4.69)%      (3.66)%
     Feb-00       (0.66)%      13.95                                  (6.58)%      (2.13)%
     Mar-00        4.72%       14.61         3.33%                     1.14%        3.20%
     Apr-00        2.15%       14.92                                   0.52%       12.03%
     May-00        2.34%       15.27                                   7.56%        7.45%
     Jun-00       (4.32)%      14.61         0.03%                     2.37%        3.65%
     Jul-00       (7.75)%      13.48                                  (5.12)%       0.16%
     Aug-00        3.32%       13.93                                  (6.64)%     (10.28)%
     Sep-00       (1.33)%      13.74        (5.96)%                   (8.02)%     (12.89)%
     Oct-00        1.29%       13.92                                   3.16%      (13.13)%
     Nov-00        4.31%       14.52                                   5.10%       (4.49)%
     Dec-00       20.52%       17.50        27.34%       23.77%       23.77%       12.37%
     Jan-01       (4.29)%      16.75                                  19.27%       13.67%
     Feb-01        0.42%       16.82                                  20.56%       12.63%
     Mar-01        7.07%       18.01         2.91%                    23.27%       24.68%
     Apr-01       (7.72)%      16.62                                  11.36%       11.94%
     May-01        5.96%       17.61                                  15.30%       24.01%
     Jun-01       (2.10)%      17.24        (4.28)%                   17.97%       20.76%
     Jul-01       (0.93)%      17.08                                  26.69%       20.21%
     Aug-01        4.68%       17.88                                  28.37%       19.84%
     Sep-01       (1.29)%      17.65         2.38%                    28.43%       18.13%
     Oct-01        7.54%       18.98                                  36.36%       40.67%
     Nov-01       (7.80)%      17.50                                  20.52%       26.67%
     Dec-01       (3.31)%      16.92        (4.14)%      (3.31)%      (3.31)%      19.66%
     Jan-02        1.65%       17.20                      1.65%        2.69%       22.47%
    COMPOUNDED ANNUAL ROR:                   7.09%

    STANDARD DEVIATION
    OF MONTHLY RETURNS:                      6.37%
</Table>

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      152
<Page>
                               GLOSSARY OF TERMS

     The following glossary may assist prospective investors in understanding
certain terms used in this prospectus:

     Charter Series exchange.  A redemption of units in a Charter Series
partnership with the proceeds used to purchase units of one or more of the other
partnerships in the Charter Series.

     Clearing broker.  The entity responsible for assuring that futures and
options trades are properly processed and recorded or "cleared" by the
clearinghouse affiliated with the exchange on which the trades took place.

     Commodity broker.  The entity responsible for holding the client's funds
deposited with it as margin for trades and, if the commodity broker is also a
clearing broker, for assuring that futures and options trades for a client are
properly processed and recorded or "cleared" by the clearinghouse affiliated
with the exchange on which the trade took place. In the U.S., commodity brokers
are registered under the Commodity Exchange Act as futures commission merchants.

     Commodity pool.  A partnership, trust or similar form of collective
investment vehicle which consolidates funds from investors for the purpose of
trading in commodity futures, forward, and options contracts.

     Commodity pool operator.  Any person or entity that solicits funds in
connection with the sale of interests in a commodity pool or that manages the
operations of a commodity pool. A commodity pool operator must register under
the Commodity Exchange Act.

     Cross rate.  The trading of one foreign currency against another foreign
currency.

     Daily price fluctuation limit.  The maximum permitted fluctuation imposed
by commodity exchanges in the price of a commodity futures contract for a given
commodity that can occur on an exchange on a given day in relation to the
previous day's settlement price, which maximum permitted fluctuation is subject
to change from time to time by the exchange. These limits generally are not
imposed on option contracts or outside the U.S.

     Delivery.  The process of satisfying a futures contract or a forward
contract by transferring ownership of a specified quantity and grade of a
commodity, product or instrument to the purchaser of the contract.

     Forward contract.  A cash market transaction in which the buyer and seller
agree to the purchase and sale of a specific quantity of a commodity, product,
instrument or currency for delivery at some future time under such terms and
conditions as the two may agree upon.

     Fundamental analysis.  The analysis of fundamental market information such
as supply and demand levels, weather, economic indicators and geopolitical
events.

     Futures contract.  A contract providing for the delivery or receipt at a
future date of a specified amount and grade of a traded commodity, product,
instrument, or indices at a specified price and delivery point, or for cash
settlement. A market participant can make a futures contract to buy or sell the
underlying commodity, product, instrument, or index. The contractual obligations
may be satisfied either by taking or making, as the case may be, physical
delivery of the commodity, product, instrument, or index or by making an
offsetting sale or purchase of an equivalent but opposite futures contract on
the same, or a mutually offsetting, exchange prior to the designated date of
delivery.

     Long contract or long position.  A contract to accept delivery (i.e., to
buy) a specified amount of a commodity, product, instrument, or index at a
future date at a specified price.

     Margin.  A good faith deposit with a broker to assure fulfillment of a
purchase or sale of a futures, forward or options contract. Margins on these
contracts do not usually involve the payment of interest.

     Margin call.  A demand for additional funds after the initial good faith
deposit required to maintain a customer's account in compliance with the
requirements of a particular commodity exchange or of a commodity broker.

                                      153
<Page>
     Non-Charter Series exchange.  The use of proceeds from the redemption of
interests from another commodity pool for which Demeter acts as general partner
and commodity pool operator to acquire units in one or more of the Charter
Series partnerships.

     Open position.  A contractual commitment arising under a long contract or a
short contract that has not been extinguished by an offsetting trade or by
delivery.

     Option on a futures contract.  A contract that gives the purchaser of the
option, in exchange for a one-time payment known as premium, the right, but not
the obligation, to buy or sell a futures contract at a specified price within a
specified period of time. The seller of an option on a futures contract receives
the premium payment and has the obligation to buy or sell the futures contract,
if the option is exercised, at the specified price within the specified period
of time.

     Parameters.  A value that can be freely assigned in a trading system in
order to vary the timing of signals.

     Short contract or short position.  A contract to make delivery of (sell) a
specified amount of a commodity, product, instrument or index at a future date
at a specified price.

     Speculative position limit.  The maximum number of speculative futures or
option contracts in any one commodity (on one exchange), imposed by the CFTC or
a U.S. commodity exchange, that can be held or controlled at one time by one
person or a group of persons acting together. These limits generally are not
imposed for trading on markets or exchanges outside the U.S.

     Support.  A previous low. A price level under the market where buying
interest is sufficiently strong to overcome selling pressure.

     Trading advisor.  Any person or entity that provides advice as to the
purchase or sale of futures or options contracts. A commodity trading advisor
must register under the Commodity Exchange Act.

                                      154
<Page>
                          INDEPENDENT AUDITORS' REPORT


The Limited Partners and the General Partner of
  Morgan Stanley Charter MSFCM L.P.
    (formerly, Morgan Stanley Dean Witter Charter DWFCM L.P.),
  Morgan Stanley Charter Graham L.P.
    (formerly, Morgan Stanley Dean Witter Charter Graham L.P.),
  Morgan Stanley Charter Millburn L.P.
    (formerly, Morgan Stanley Dean Witter Charter Millburn L.P.),
  Morgan Stanley Charter Welton L.P.
    (formerly, Morgan Stanley Dean Witter Charter Welton L.P.):



We have audited the accompanying statements of financial condition of Morgan
Stanley Charter MSFCM L.P., Morgan Stanley Charter Graham L.P., Morgan Stanley
Charter Millburn L.P. and Morgan Stanley Charter Welton L.P. (collectively, the
"Partnerships") as of December 31, 2001 and 2000, including the schedules of
investments as of December 31, 2001, and the related statements of operations,
changes in partners' capital, and cash flows for each of the three years in the
period ended December 31, 2001 for Morgan Stanley Charter MSFCM L.P., and for
the years ended December 31, 2001 and 2000 and the period from March 1, 1999
(commencement of operations) to December 31, 1999 for Morgan Stanley Charter
Graham L.P., Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter
Welton L.P. These financial statements are the responsibility of the
Partnerships' management. Our responsibility is to express an opinion on these
financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



In our opinion, such financial statements present fairly, in all material
respects, the financial position of Morgan Stanley Charter MSFCM L.P., Morgan
Stanley Charter Graham L.P., Morgan Stanley Charter Millburn L.P., and Morgan
Stanley Charter Welton L.P. as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 for Morgan Stanley Charter MSFCM L.P., and for the years
ended December 31, 2001 and 2000 and the period from March 1, 1999 (commencement
of operations) to December 31, 1999 for Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P. in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Deloitte & Touche LLP


February 15, 2002
New York, New York


                                      F-1
<Page>

                       MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                       STATEMENTS OF FINANCIAL CONDITION


<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
<S>                                                             <C>              <C>
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    43,273,083       34,507,098
  Net unrealized gain on open contracts (Morgan Stanley)....        47,467        4,714,032
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................    (1,148,932)        (842,031)
                                                                ----------       ----------
  Total net unrealized gain (loss) on open contracts........    (1,101,465)       3,872,001
                                                                ----------       ----------
     Total Trading Equity...................................    42,171,618       38,379,099
Subscriptions receivable....................................     1,275,759          193,359
Interest receivable (Morgan Stanley DW).....................        66,817          182,914
                                                                ----------       ----------
     Total Assets...........................................    43,514,194       38,755,372
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       789,197          930,780
  Accrued brokerage fees (Morgan Stanley DW)................       252,816          184,421
  Accrued management fees
     (Morgan Stanley Futures & Currency Management).........        72,233           52,692
  Accrued incentive fees (Morgan Stanley Futures & Currency
     Management)............................................        --              205,168
                                                                ----------       ----------
     Total Liabilities......................................     1,114,246        1,373,061
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (2,471,774.794 and 2,102,258.734 Units,
  respectively).............................................    41,832,302       36,795,254
General Partner (33,540.900 Units)..........................       567,646          587,057
                                                                ----------       ----------
  Total Partners' Capital...................................    42,399,948       37,382,311
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    43,514,194       38,755,372
                                                                ==========       ==========
NET ASSET VALUE PER UNIT (NOTE 1)...........................         16.92            17.50
                                                                ==========       ==========
</Table>

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

                                      F-2
<Page>

                       MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                       STATEMENTS OF FINANCIAL CONDITION


<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
<S>                                                             <C>              <C>
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    45,247,504       26,570,361
  Net unrealized gain on open contracts (Morgan Stanley)....     1,617,509        3,586,880
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................      (751,401)        (160,517)
  Net unrealized loss on open contracts (Carr)..............        --              (10,863)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............       866,108        3,415,500
                                                                ----------       ----------
     Total Trading Equity...................................    46,113,612       29,985,861
Subscriptions receivable....................................     2,428,001          252,518
Interest receivable (Morgan Stanley DW).....................        69,554          142,031
                                                                ----------       ----------
     Total Assets...........................................    48,611,167       30,380,410
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       329,746          556,261
  Accrued brokerage fees (Morgan Stanley DW)................       264,953          149,461
  Accrued management fees...................................        75,700           42,703
  Accrued incentive fees payable............................        --              860,827
                                                                ----------       ----------
     Total Liabilities......................................       670,399        1,609,252
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (3,443,452.290 and 2,265,759.190 Units,
  respectively).............................................    47,429,838       28,446,182
General Partner (37,094.046 and 25,884.600 Units,
  respectively).............................................       510,930          324,976
                                                                ----------       ----------
  Total Partners' Capital...................................    47,940,768       28,771,158
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    48,611,167       30,380,410
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................         13.77            12.55
                                                                ==========       ==========
</Table>

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

                                      F-3
<Page>

                      MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                       STATEMENTS OF FINANCIAL CONDITION


<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
<S>                                                             <C>              <C>
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    28,407,799       25,080,303
  Net unrealized gain on open contracts (Morgan Stanley)....     1,741,218        5,085,160
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................      (306,488)        (114,319)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............     1,434,730        4,970,841
                                                                ----------       ----------
     Total Trading Equity...................................    29,842,529       30,051,144
Subscriptions receivable....................................       812,001          402,325
Interest receivable (Morgan Stanley DW).....................        46,476          141,550
                                                                ----------       ----------
     Total Assets...........................................    30,701,006       30,595,019
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       264,713          619,297
  Accrued brokerage fees (Morgan Stanley DW)................       169,316          150,207
  Accrued management fees...................................        48,376           42,916
                                                                ----------       ----------
     Total Liabilities......................................       482,405          812,420
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (3,239,320.452 and 2,833,265.854 Units,
  respectively).............................................    29,883,431       29,457,979
General Partner (36,331.944 and 31,221.881 Units,
  respectively).............................................       335,170          324,620
                                                                ----------       ----------
  Total Partners' Capital...................................    30,218,601       29,782,599
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    30,701,006       30,595,019
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................          9.23            10.40
                                                                ==========       ==========
</Table>

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

                                      F-4
<Page>

                       MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                       STATEMENTS OF FINANCIAL CONDITION


<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
<S>                                                             <C>              <C>
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    17,326,697       19,614,103
  Net unrealized gain on open contracts (Morgan Stanley)....       602,122        3,456,472
  Net unrealized loss on open contracts (Morgan Stanley
     International).........................................      (476,077)        (155,033)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............       126,045        3,301,439
                                                                ----------       ----------
  Net option premiums.......................................      (185,228)         (55,994)
                                                                ----------       ----------
     Total Trading Equity...................................    17,267,514       22,859,548
Subscriptions receivable....................................        75,500          265,050
Interest receivable (Morgan Stanley DW).....................        28,300          110,806
                                                                ----------       ----------
     Total Assets...........................................    17,371,314       23,235,404
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       586,655          771,830
  Accrued brokerage fees (Morgan Stanley DW)................       102,343          119,881
  Accrued management fees...................................        29,240           34,252
                                                                ----------       ----------
     Total Liabilities......................................       718,238          925,963
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (2,303,418.240 and 2,688,816.221 Units,
  respectively).............................................    16,422,138       22,043,879
General Partner (32,392.072 Units)..........................       230,938          265,562
                                                                ----------       ----------
  Total Partners' Capital...................................    16,653,076       22,309,441
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    17,371,314       23,235,404
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................          7.13             8.20
                                                                ==========       ==========
</Table>

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

                                      F-5
<Page>

                       MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                            STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                              FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                  --------------------------------------------
                                                     2001             2000             1999
                                                  ----------       ----------       ----------
                                                      $                $                $
<S>                                               <C>              <C>              <C>
REVENUES
Trading profit (loss):
  Realized....................................     5,807,007        5,655,002       (3,118,414)
  Net change in unrealized....................    (4,973,466)       3,263,304        1,054,886
                                                  ----------       ----------       ----------
     Total Trading Results....................       833,541        8,918,306       (2,063,528)
Interest income (Morgan Stanley DW)...........     1,431,775        1,611,060        1,492,539
                                                  ----------       ----------       ----------
     Total....................................     2,265,316       10,529,366         (570,989)
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,759,119        1,821,573        2,089,386
Management fees (Morgan Stanley Futures &
  Currency Management)........................       788,319          982,932        1,194,754
Incentive fees (Morgan Stanley Futures &
  Currency Management)........................       148,065          205,168           --
Transaction fees and costs....................        --               83,748          134,354
Administrative expenses.......................        --               66,000           72,000
                                                  ----------       ----------       ----------
     Total....................................     3,695,503        3,159,421        3,490,494
                                                  ----------       ----------       ----------
NET INCOME (LOSS).............................    (1,430,187)       7,369,945       (4,061,483)
                                                  ==========       ==========       ==========
Net Income (Loss) Allocation:
  Limited Partners............................    (1,410,776)       7,257,147       (4,013,384)
  General Partner.............................       (19,411)         112,798          (48,099)
Net Income (Loss) per Unit (Note 1):
  Limited Partners............................         (0.58)            3.36            (1.43)
  General Partner.............................         (0.58)            3.36            (1.43)
</Table>

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

                                      F-6
<Page>

                       MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                            STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                                                  FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
<S>                                               <C>              <C>           <C>
REVENUES
Trading profit (loss):
  Realized....................................     9,678,296        4,638,274          839,458
  Net change in unrealized....................    (2,549,392)       2,344,969        1,070,531
                                                  ----------       ----------       ----------
     Total Trading Results....................     7,128,904        6,983,243        1,909,989
Interest income (Morgan Stanley DW)...........     1,250,516        1,242,395          444,815
                                                  ----------       ----------       ----------
     Total....................................     8,379,420        8,225,638        2,354,804
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,476,549        1,517,906          723,042
Incentive fees................................     1,936,526          950,165         --
Management fees...............................       707,585          433,688          206,583
                                                  ----------       ----------       ----------
     Total....................................     5,120,660        2,901,759          929,625
                                                  ----------       ----------       ----------
NET INCOME....................................     3,258,760        5,323,879        1,425,179
                                                  ==========       ==========       ==========
Net Income Allocation:
  Limited Partners............................     3,223,806        5,265,407        1,408,675
  General Partner.............................        34,954           58,472           16,504
Net Income per Unit:
  Limited Partners............................          1.22             2.26              .29
  General Partner.............................          1.22             2.26              .29
</Table>

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

                                      F-7
<Page>

                      MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                            STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                                                  FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
<S>                                               <C>              <C>           <C>
REVENUES
Trading profit (loss):
  Realized....................................     1,548,568           76,367       (2,134,562)
  Net change in unrealized....................    (3,536,111)       4,050,018          920,823
                                                  ----------       ----------       ----------
     Total Trading Results....................    (1,987,543)       4,126,385       (1,213,739)
Interest income (Morgan Stanley DW)...........     1,143,337        1,404,756          559,942
                                                  ----------       ----------       ----------
     Total....................................      (844,206)       5,531,141         (653,797)
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,168,012        1,699,726          912,182
Management fees...............................       619,432          485,636          260,624
Incentive fees................................        --               --              103,350
                                                  ----------       ----------       ----------
     Total....................................     2,787,444        2,185,362        1,276,156
                                                  ----------       ----------       ----------
NET INCOME (LOSS).............................    (3,631,650)       3,345,779       (1,929,953)
                                                  ==========       ==========       ==========
Net Income (Loss) Allocation:
  Limited Partners............................    (3,592,200)       3,310,250       (1,909,044)
  General Partner.............................       (39,450)          35,529          (20,909)
Net Income (Loss) per Unit:
  Limited Partners............................         (1.17)            1.12             (.72)
  General Partner.............................         (1.17)            1.12             (.72)
</Table>

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

                                      F-8
<Page>

                       MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                            STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                                                  FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
<S>                                               <C>              <C>           <C>
REVENUES
Trading profit (loss):
  Realized....................................     1,237,257       (2,859,783)      (1,636,293)
  Net change in unrealized....................    (3,175,394)       1,578,590        1,722,849
                                                  ----------       ----------       ----------
     Total Trading Results....................    (1,938,137)      (1,281,193)          86,556
Interest income (Morgan Stanley DW)...........       764,243        1,274,899          521,699
                                                  ----------       ----------       ----------
     Total....................................    (1,173,894)          (6,294)         608,255
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     1,369,546        1,547,098          852,522
Management fees...............................       391,300          442,028          243,578
                                                  ----------       ----------       ----------
     Total....................................     1,760,846        1,989,126        1,096,100
                                                  ----------       ----------       ----------
NET LOSS......................................    (2,934,740)      (1,995,420)        (487,845)
                                                  ==========       ==========       ==========
Net Loss Allocation:
  Limited Partners............................    (2,900,116)      (1,972,281)        (481,546)
  General Partner.............................       (34,624)         (23,139)          (6,299)
Net Loss per Unit:
  Limited Partners............................         (1.07)           (0.73)           (1.07)
  General Partner.............................         (1.07)           (0.73)           (1.07)
</Table>

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

                                      F-9
<Page>

                         MORGAN STANLEY CHARTER SERIES
             (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER SERIES)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Years Ended December 31, 2001, 2000 and 1999


<Table>
<Caption>
                                               UNITS OF
                                              PARTNERSHIP         LIMITED          GENERAL
                                               INTEREST           PARTNERS         PARTNER          TOTAL
                                             -------------       ----------       ---------       ----------
                                               (NOTE 1)              $                $               $
<S>                                          <C>                 <C>              <C>             <C>
MORGAN STANLEY CHARTER
  MSFCM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER DWFCM L.P.)
Partners' Capital, December 31, 1998.....    2,919,789.900       44,949,810         522,358       45,472,168
Net loss.................................         --             (4,013,384)        (48,099)      (4,061,483)
Redemptions..............................     (360,673.500)      (5,225,471)         --           (5,225,471)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 1999.....    2,559,116.400       35,710,955         474,259       36,185,214
Offering of Units........................       21,412.187          343,831          --              343,831
Net income...............................         --              7,257,147         112,798        7,369,945
Redemptions..............................     (444,728.953)      (6,516,679)         --           (6,516,679)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 2000.....    2,135,799.634       36,795,254         587,057       37,382,311
Offering of Units........................      619,493.785       10,799,873          --           10,799,873
Net loss.................................         --             (1,410,776)        (19,411)      (1,430,187)
Redemptions..............................     (249,977.725)      (4,352,049)         --           (4,352,049)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 2001.....    2,505,315.694       41,832,302         567,646       42,399,948
                                             =============       ==========       =========       ==========
</Table>


                 For the Years Ended December 31, 2001 and 2000
                     and for the Period from March 1, 1999
                          (commencement of operations)
                              to December 31, 1999


<Table>
<Caption>
                                              UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
<S>                                         <C>                 <C>               <C>            <C>
MORGAN STANLEY CHARTER
  GRAHAM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
Partners' Capital,
  Initial Offering......................      436,313.664         4,303,136         60,000         4,363,136
Offering of Units.......................    1,612,075.766        15,122,352        160,000        15,282,352
Net income..............................         --               1,408,675         16,504         1,425,179
Redemptions.............................      (41,053.445)         (409,555)         --             (409,555)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,007,335.985        20,424,608        236,504        20,661,112
Offering of Units.......................      768,712.178         7,657,343         30,000         7,687,343
Net income..............................         --               5,265,407         58,472         5,323,879
Redemptions.............................     (484,404.373)       (4,901,176)         --           (4,901,176)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,291,643.790        28,446,182        324,976        28,771,158
Offering of Units.......................    1,560,633.916        20,661,938        151,000        20,812,938
Net income..............................         --               3,223,806         34,954         3,258,760
Redemptions.............................     (371,731.370)       (4,902,088)         --           (4,902,088)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    3,480,546.336        47,429,838        510,930        47,940,768
                                            =============       ===========       ========       ===========
</Table>

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

                                      F-10
<Page>

                         MORGAN STANLEY CHARTER SERIES
             (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER SERIES)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                 For the Years Ended December 31, 2001 and 2000
                     and for the Period from March 1, 1999
                          (commencement of operations)
                              to December 31, 1999


<Table>
<Caption>
                                              UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
<S>                                         <C>                 <C>               <C>            <C>
MORGAN STANLEY CHARTER
  MILLBURN L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
Partners' Capital,
  Initial Offering......................      483,488.295         4,774,883         60,000         4,834,883
Offering of Units.......................    2,079,748.071        20,678,854        225,000        20,903,854
Net loss................................         --              (1,909,044)       (20,909)       (1,929,953)
Redemptions.............................      (53,025.935)         (505,064)         --             (505,064)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,510,210.431        23,039,629        264,091        23,303,720
Offering of Units.......................      993,751.374         8,793,482         25,000         8,818,482
Net income..............................         --               3,310,250         35,529         3,345,779
Redemptions.............................     (639,474.070)       (5,685,382)         --           (5,685,382)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,864,487.735        29,457,979        324,620        29,782,599
Offering of Units.......................      905,670.879         9,005,536         50,000         9,055,536
Net loss................................         --              (3,592,200)       (39,450)       (3,631,650)
Redemptions.............................     (494,506.218)       (4,987,884)         --           (4,987,884)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    3,275,652.396        29,883,431        335,170        30,218,601
                                            =============       ===========       ========       ===========
</Table>


           For the Years Ended December 31, 2001 and 2000 and for the
           Period from March 1, 1999 (commencement of operations) to
                               December 31, 1999


<Table>
<Caption>
                                              UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
<S>                                         <C>                 <C>               <C>            <C>

MORGAN STANLEY CHARTER
  WELTON L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
Partners' Capital, Initial Offering.....      580,145.052         5,731,450         70,000         5,801,450
Offering of Units.......................    2,067,456.248        18,109,078        200,000        18,309,078
Net loss................................         --                (481,546)        (6,299)         (487,845)
Redemptions.............................      (63,501.129)         (545,322)         --             (545,322)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,584,100.171        22,813,660        263,701        23,077,361
Offering of Units.......................      866,731.444         7,100,282         25,000         7,125,282
Net loss................................         --              (1,972,281)       (23,139)       (1,995,420)
Redemptions.............................     (729,623.322)       (5,897,782)         --           (5,897,782)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,721,208.293        22,043,879        265,562        22,309,441
Offering of Units.......................      409,666.930         2,990,346          --            2,990,346
Net loss................................         --              (2,900,116)       (34,624)       (2,934,740)
Redemptions.............................     (795,064.911)       (5,711,971)         --           (5,711,971)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    2,335,810.312        16,422,138        230,938        16,653,076
                                            =============       ===========       ========       ===========
</Table>

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

                                      F-11
<Page>

                       MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                            STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                  FOR THE YEARS ENDED
                                                                     DECEMBER 31,
                                                    -----------------------------------------------
                                                       2001              2000              1999
                                                    -----------       -----------       -----------
                                                         $                 $                 $
<S>                                                 <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)...............................     (1,430,187)        7,369,945        (4,061,483)
Noncash item included in net
  income (loss):
     Net change in unrealized...................      4,973,466        (3,263,304)       (1,054,886)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        116,097           (52,908)            8,818
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................         68,395           184,421           --
     Accrued management fees (Morgan Stanley
       Futures & Currency Management)...........         19,541           (39,318)          (22,557)
     Accrued incentive fees (Morgan Stanley
       Futures & Currency Management)...........       (205,168)          205,168           --
     Accrued administrative expenses............        --                (70,250)           (7,619)
                                                    -----------       -----------       -----------
Net cash provided by (used for)
  operating activities..........................      3,542,144         4,333,754        (5,137,727)
                                                    -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units...............................     10,799,873           343,831           --
Increase in subscriptions receivable............      1,082,400          (193,359)          --
Increase (decrease) in redemptions payable......       (141,583)          404,024           286,839
Redemptions of Units............................     (4,352,049)       (6,516,679)       (5,225,471)
                                                    -----------       -----------       -----------
Net cash provided by (used for) financing
  activities....................................      5,223,841        (5,962,183)       (4,938,632)
                                                    -----------       -----------       -----------
Net increase (decrease) in cash.................      8,765,985        (1,628,429)      (10,076,359)
Balance at beginning of period..................     34,507,098        36,135,527        46,211,886
                                                    -----------       -----------       -----------
Balance at end of period........................     43,273,083        34,507,098        36,135,527
                                                    ===========       ===========       ===========
</Table>

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

                                      F-12
<Page>

                       MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                            STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                                    FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
<S>                                                 <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................     3,258,760        5,323,879        1,425,179
Noncash item included in net income:
     Net change in unrealized...................     2,549,392       (2,344,969)      (1,070,531)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        72,477          (63,257)         (78,774)
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................       115,492           41,311          108,150
     Accrued management fees....................        32,997           11,803           30,900
     Accrued incentive fees.....................      (860,827)         860,827         --
                                                    ----------       ----------       ----------
Net cash provided by operating activities.......     5,168,291        3,829,594          414,924
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering                                      --               --            4,363,136
  Offering of Units.............................    20,812,938        7,687,343       15,282,352
  (Increase) decrease in subscriptions
     receivable.................................    (2,175,483)         558,682         (811,200)
  Increase (decrease) in redemptions payable....      (226,515)         328,118          228,143
  Redemptions of Units..........................    (4,902,088)      (4,901,176)        (409,555)
                                                    ----------       ----------       ----------
Net cash provided by financing activities.......    13,508,852        3,672,967       18,652,876
                                                    ----------       ----------       ----------
Net increase in cash............................    18,677,143        7,502,561       19,067,800
Balance at beginning of period..................    26,570,361       19,067,800         --
                                                    ----------       ----------       ----------
Balance at end of period........................    45,247,504       26,570,361       19,067,800
                                                    ==========       ==========       ==========
</Table>

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

                                      F-13
<Page>

                      MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                            STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                                    FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
<S>                                                 <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)...............................    (3,631,650)       3,345,779       (1,929,953)
Noncash item included in net income (loss):
     Net change in unrealized...................     3,536,111       (4,050,018)        (920,823)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        95,074          (45,348)         (96,202)
Increase in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................        19,109           20,836          129,371
     Accrued management fees....................         5,460            5,953           36,963
                                                    ----------       ----------       ----------
Net cash provided by (used for) operating
  activities....................................        24,104         (722,798)      (2,780,644)
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering..............................        --               --            4,834,883
  Offering of Units.............................     9,055,536        8,818,482       20,903,854
  (Increase) decrease in subscriptions
     receivable.................................      (409,676)         610,910       (1,013,235)
  Increase (decrease) in redemptions payable....      (354,584)         381,322          237,975
  Redemptions of Units..........................    (4,987,884)      (5,685,382)        (505,064)
                                                    ----------       ----------       ----------
Net cash provided by financing activities.......     3,303,392        4,125,332       24,458,413
                                                    ----------       ----------       ----------
Net increase in cash............................     3,327,496        3,402,534       21,677,769
Balance at beginning of period..................    25,080,303       21,677,769         --
                                                    ----------       ----------       ----------
Balance at end of period........................    28,407,799       25,080,303       21,677,769
                                                    ==========       ==========       ==========
</Table>

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

                                      F-14
<Page>

                       MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                            STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                                    FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
<S>                                                 <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................    (2,934,740)      (1,995,420)        (487,845)
Noncash item included in net loss:
     Net change in unrealized...................     3,175,394       (1,578,590)      (1,722,849)
(Increase) decrease in operating assets:
     Net option premiums........................       129,234          459,306         (403,312)
     Interest receivable (Morgan Stanley DW)....        82,506          (27,259)         (83,547)
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................       (17,538)            (967)         120,848
     Accrued management fees....................        (5,012)            (276)          34,528
                                                    ----------       ----------       ----------
Net cash provided by (used for) operating
  activities....................................       429,844       (3,143,206)      (2,542,177)
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering..............................        --               --            5,801,450
  Offering of Units.............................     2,990,346        7,125,282       18,309,078
  (Increase) decrease in subscriptions
     receivable.................................       189,550          683,374         (948,424)
  Increase (decrease) in redemptions payable....      (185,175)         549,196          222,634
  Redemptions of Units..........................    (5,711,971)      (5,897,782)        (545,322)
                                                    ----------       ----------       ----------
Net cash provided by (used for) financing
  activities....................................    (2,717,250)       2,460,070       22,839,416
                                                    ----------       ----------       ----------
Net increase (decrease) in cash.................    (2,287,406)        (683,136)      20,297,239
Balance at beginning of period..................    19,614,103       20,297,239         --
                                                    ----------       ----------       ----------
Balance at end of period........................    17,326,697       19,614,103       20,297,239
                                                    ==========       ==========       ==========
</Table>

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

                                      F-15
<Page>

MORGAN STANLEY CHARTER MSFCM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
DWFCM L.P.)
SCHEDULE OF INVESTMENTS



PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $42,399,948


<Table>
<Caption>
                                                                             NET                            NUMBER OF
                                              LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
     FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
     ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                $              $              $               %
<S>                                        <C>            <C>            <C>            <C>              <C>
Foreign currency.........................  (1,557,847)     1,193,718       (364,129)        (0.86)        2,268,192,000
Interest rate............................          --        311,908        311,908          0.74                   792
Commodity................................  (1,148,932)       183,470       (965,462)        (2.28)                  467
                                           ----------      ---------     ----------         -----
    Grand Total:.........................  (2,706,779)     1,689,069     (1,017,683)        (2.40)
                                           ==========      =========                        =====
    Unrealized Currency Loss.............                                   (83,782)
                                                                         ----------
    Net Unrealized Loss per Statement of
      Financial Condition................                                (1,101,465)
                                                                         ==========
</Table>


MORGAN STANLEY CHARTER GRAHAM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
GRAHAM L.P.)
SCHEDULE OF INVESTMENTS



PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $47,940,768


<Table>
<Caption>
                                                                              NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
<S>                                         <C>            <C>            <C>            <C>              <C>
Foreign currency..........................    934,741       1,007,431      1,942,172          4.05         2,398,800,974
Interest rate.............................    (55,801)        (92,474)      (148,275)        (0.31)                3,454
Commodity.................................   (633,879)        (36,080)      (669,959)        (1.40)                1,241
Equity....................................     14,300         (40,973)       (26,673)        (0.05)                   62
                                             --------       ---------      ---------         -----
    Grand Total:..........................    259,361         837,904      1,097,265          2.29
                                             ========       =========                        =====
    Unrealized Currency Loss..............                                  (231,157)
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                   866,108
                                                                           =========
</Table>

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

                                      F-16
<Page>

MORGAN STANLEY CHARTER MILLBURN L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER
CHARTER
MILLBURN L.P.)
SCHEDULE OF INVESTMENTS



PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $30,218,601


<Table>
<Caption>
                                                                              NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
<S>                                         <C>            <C>            <C>            <C>              <C>
Foreign currency..........................    537,188       1,119,535      1,656,723          5.48*        3,503,740,000
Interest rate.............................    (42,624)        150,141        107,517          0.36                   704
Commodity.................................   (312,108)        100,695       (211,413)        (0.70)                  263
Equity....................................       (737)          4,219          3,482          0.01                    57
                                             --------       ---------      ---------         -----
    Grand Total:..........................    181,719       1,374,590      1,556,309          5.15
                                             ========       =========                        =====
    Unrealized Currency Loss..............                                  (121,579)
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                 1,434,730
                                                                           =========
</Table>


* No single contract's value exceeds 5% of Net Assets.



MORGAN STANLEY CHARTER WELTON L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
WELTON L.P.)
SCHEDULE OF INVESTMENTS



PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $16,653,076


<Table>
<Caption>
                                                                              NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
<S>                                         <C>            <C>            <C>            <C>              <C>
Commodity.................................   (370,424)         17,838       (352,586)        (2.12)              621
Interest rate.............................     14,100         101,428        115,528          0.69               481
Foreign currency..........................         --         300,875        300,875          1.81               398
Equity....................................     39,687         (10,150)        29,537          0.18               222
                                             --------       ---------      ---------         -----
    Grand Total:..........................   (316,637)        409,991         93,354          0.56
                                             ========       =========                        =====
    Unrealized Currency Gain..............                                    32,691
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                   126,045
                                                                           =========
</Table>

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

                                      F-17
<Page>

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


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


ORGANIZATION -- Morgan Stanley Charter MSFCM L.P. (formerly, Morgan Stanley Dean
Witter Charter DWFCM L.P.) ("Charter MSFCM"), Morgan Stanley Charter Graham L.P.
(formerly, Morgan Stanley Dean Witter Charter Graham L.P.) ("Charter Graham"),
Morgan Stanley Charter Millburn L.P. (formerly, Morgan Stanley Dean Witter
Charter Millburn L.P.) ("Charter Millburn"), and Morgan Stanley Charter Welton
L.P. (formerly, Morgan Stanley Dean Witter Charter Welton L.P.) ("Charter
Welton") (individually, a "Partnership", or collectively, the "Partnerships")
are limited partnerships organized to engage primarily in the speculative
trading of futures 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.,
Inc. ("Morgan Stanley") and Morgan Stanley & Co. International Limited ("Morgan
Stanley International"). The trading advisor for Charter MSFCM is Morgan Stanley
Futures & Currency Management Inc. ("Morgan Stanley Futures & Currency
Management"). Prior to November 2000, Carr Futures Inc. ("Carr") provided
clearing and execution services to the Partnerships. Demeter, Morgan Stanley DW,
Morgan Stanley, Morgan Stanley International and Morgan Stanley Futures &
Currency Management are wholly-owned subsidiaries of Morgan Stanley Dean Witter
& Co.



On October 11, 2000, DWFCM International Access Fund L.P. changed its name to
Morgan Stanley Dean Witter Charter DWFCM L.P. and became one of the Charter
Series of funds effective December 1, 2000. Each outstanding unit of limited
partnership interest ("Unit(s)") in DWFCM International Access Fund L.P. was
converted to 100 Units of Charter MSFCM. The number of Units outstanding, net
income or loss per Unit and Net Asset Value per Unit have been adjusted for all
prior reporting periods to reflect this conversion.





Effective April 2, 2001, Dean Witter Reynolds Inc. changed its name to Morgan
Stanley DW Inc.



Effective November 1, 2001, Morgan Stanley Dean Witter Charter DWFCM L.P.,
Morgan Stanley Dean Witter Charter Graham L.P., Morgan Stanley Dean Witter
Charter Millburn L.P. and Morgan Stanley Dean Witter Charter Welton L.P. were
renamed Morgan Stanley Charter MSFCM L.P., Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P. and Morgan Stanley Charter Welton L.P.,
respectively.


Effective November 8, 2001, Dean Witter Futures & Currency Management Inc.
changed its name to Morgan Stanley Futures & Currency Management Inc.

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

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


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 statement of
operations. Monthly, Morgan Stanley DW credits each Partnership with interest


                                      F-18
<Page>

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 Morgan Stanley and Morgan Stanley
International 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. Prior to December 1, 2000, Charter MSFCM was credited
with interest income based on 80% of the average daily Net Assets for the month
at a rate equal to the average yield on 13-week U.S. Treasury bills. For
purposes of such interest payments Net Assets do not include monies due the
Partnerships on forward contracts and other futures interests, but not actually
received.


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


CONDENSED SCHEDULE OF INVESTMENTS -- In March 2001, the American Institute of
Certified Public Accountants' Accounting Standards Executive Committee issued
Statement of Position ("SOP") 01-1, "Amendment to the Scope of Statement of
Position 95-2, Financial Reporting by Nonpublic Investment Partnerships, to
Include Commodity Pools" effective for fiscal years ending after December 15,
2001. Accordingly, commodity pools are now required to include a condensed
schedule of investments identifying those investments which constitute more than
5% of net assets, taking long and short positions into account separately.



EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS -- The Partnerships' asset "Equity
in futures interests trading accounts," reflected in the statements of financial
condition, consists of (A) cash on deposit with Morgan Stanley DW, Morgan
Stanley and Morgan Stanley International to be used as margin for trading; (B)
net unrealized gains or losses on open contracts, which are valued at market,
and calculated as the difference between original contract value and market
value, and (C) net option premiums, which represent the net of all monies paid
and/or received for such option premiums.



The Partnerships, in their normal course of business, enter into various
contracts with Morgan Stanley and Morgan Stanley International acting as their
commodity brokers. Pursuant to brokerage agreements with Morgan Stanley and
Morgan Stanley International, to the extent that such trading results in
unrealized gains or losses, these amounts are offset and reported on a net basis
in the Partnerships' statements of financial condition.



The Partnerships have offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under terms of the
master netting agreements with Morgan Stanley and Morgan Stanley International,
the sole counterparties on such contracts. The Partnerships have consistently
applied their right to offset.


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


Prior to December 1, 2000, Charter MSFCM accrued brokerage commissions on a
half-turn basis at 80% of Morgan Stanley DW's published non-member rates and
transaction fees and costs were accrued on a half-turn basis. Brokerage
commissions and transaction fees chargeable to the Partnership were capped at
13/20 of 1% per month (a maximum 7.8% annual rate) of the Partnership's adjusted
month-end Net Assets.



OPERATING EXPENSES -- Each of the Partnerships incur 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.



Prior to December 1, 2000, Charter MSFCM paid all operating expenses related to
its trading activities, to a maximum 1/4 of 1% annually of its average month-end
Net Assets. Charter MSFCM's operating expenses included filing fees, legal,
auditing, accounting, mailing, printing and other incidental expenses as
permitted by the Limited Partnership Agreement.


                                      F-19
<Page>
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 will be paid by the Limited Partners or the Partnerships.
Morgan Stanley DW will pay 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 the Partnerships.


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


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


2. RELATED PARTY TRANSACTIONS


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



Demeter, on behalf of Charter MSFCM and itself, entered into a management
agreement with Morgan Stanley Futures & Currency Management to make all trading
decisions for the Partnership. Charter MSFCM pays management and incentive fees
(if any) to Morgan Stanley Futures & Currency Management.


3. TRADING ADVISORS


Demeter, on behalf of Charter MSFCM, Charter Graham, Charter Millburn, and
Charter Welton, retains certain commodity trading advisors to make all trading
decision for the Partnerships. The trading advisors for each Partnership at
December 31, 2001 were as follows:



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


                                      F-20
<Page>

Morgan Stanley Charter Welton L.P.
  Welton Investment Corporation


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

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


Prior to December 1, 2000, Charter MSFCM paid a monthly management fee equal to
1/4 of 1% (a 3% annual rate) of the Partnership's adjusted Net Assets, as
defined in the management agreement, as of the last day of each month.



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



Prior to December 1, 2000, Charter MSFCM paid a quarterly incentive fee equal to
15% of the trading profits earned by the Partnership as of the end of each
calendar quarter.



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


4. FINANCIAL INSTRUMENTS


The Partnerships trade 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. Futures and forwards represent contracts for delayed
delivery of an instrument at a specified date and price. Risk arises from
changes in the value of these contracts and the potential inability of
counterparties to perform under the terms of the contracts. There are numerous
factors which may significantly influence the market value of these contracts,
including interest rate volatility.



Each Partnership accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standard No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No.
133 defines a derivative as a financial instrument or other contract that has
all three of the following characteristics:


(1) One or more underlying notional amounts or payment provisions;

(2) Requires no initial net investment or a smaller initial net investment than
    would be required relative to changes in market factors;

(3) Terms require or permit net settlement.


Generally derivatives include futures, forward, swaps or options contracts, or
other financial instruments with similar characteristics such as caps, floors
and collars.



The net unrealized gains (losses) on open contracts at December 31, reported as
a component of "Equity in futures interests trading accounts" on the statements
of financial condition, and their longest contract maturities were as follows:


CHARTER MSFCM

<Table>
<Caption>
                 NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
<S>        <C>         <C>         <C>          <C>         <C>
  2001      (737,333)   (364,132)  (1,101,465)  June 2003   April 2002
  2000     2,307,848   1,564,153    3,872,001   June 2002   March 2001
</Table>

                                      F-21
<Page>
CHARTER GRAHAM

<Table>
<Caption>
                 NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
<S>        <C>         <C>         <C>          <C>         <C>
  2001     1,017,777    (151,669)     866,108   June 2003   March 2002
  2000     3,043,579     371,921    3,415,500   June 2002   March 2001
</Table>

CHARTER MILLBURN

<Table>
<Caption>
                 NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   -----------------------
                         OFF-                                   OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-    EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL        TRADED       TRADED
  ----     ---------   ---------     -----      ---------    ---------
               $           $           $
<S>        <C>         <C>         <C>          <C>          <C>
  2001      (221,988)  1,656,718    1,434,730   March 2002   March 2002
  2000     2,734,201   2,236,640    4,970,841    June 2001   March 2001
</Table>

CHARTER WELTON

<Table>
<Caption>
                 NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
<S>        <C>         <C>         <C>          <C>         <C>
  2001       126,045      --          126,045   Sep. 2002       --
  2000     3,301,439      --        3,301,439   Sep. 2001       --
</Table>


The Partnerships have credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnerships are
involved is limited to the amounts reflected in the Partnerships' statements of
financial condition.



The Partnerships also have credit risk because Morgan Stanley DW, Morgan Stanley
and Morgan Stanley International act as the futures commission merchants or the
counterparties, with respect to most of the Partnerships' assets.
Exchange-traded futures and futures-styled options contracts are marked to
market on a daily basis, with variations in value settled on a daily basis.
Morgan Stanley DW, Morgan Stanley and Morgan Stanley International, each as a
futures commission merchant for each Partnership's exchange-traded futures and
futures-styled options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures and futures-styled options contracts,
including an amount equal to the net unrealized gains (losses) on all open
futures and futures-styled options contracts, which funds, in the aggregate,
totaled $42,535,750 and $36,814,946 for Charter MSFCM, $46,265,281 and
$29,613,940 for Charter Graham, $28,185,811 and $27,814,504 for Charter
Millburn, and $17,452,742 and $22,915,542 for Charter Welton, at December 31,
2001 and 2000, respectively. With respect to each Partnership's
off-exchange-traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount equal to the
net unrealized gains (losses) on open forward contracts be segregated. With
respect to those off-exchange-traded forward currency contracts, the
Partnerships are at risk to the ability of Morgan Stanley, the sole counterparty
on all such contracts, to perform. Each Partnership has a netting agreement with
Morgan Stanley. These agreements, which seek to reduce both the Partnerships'
and Morgan Stanley's exposure on off-exchange-traded forward currency contracts,
should materially decrease the Partnerships' credit risk in the event of Morgan
Stanley's bankruptcy or insolvency.


                                      F-22
<Page>



5. FINANCIAL HIGHLIGHTS


CHARTER MSFCM

<Table>
<Caption>
                                                             PER UNIT:
                                                             ---------
<S>                                                          <C>
NET ASSET VALUE, JANUARY 1, 2001:........................     $17.50
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       2.60
     Unrealized Loss.....................................      (2.19)
     Interest Income.....................................       0.63
     Expenses............................................      (1.62)
                                                              ------
     Net Loss............................................      (0.58)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $16.92
                                                              ======
     Expense Ratio.......................................        9.3%
     Net Loss Ratio......................................       (3.6%)
TOTAL RETURN:............................................       (3.3%)
</Table>

CHARTER GRAHAM

<Table>
<Caption>
                                                             PER UNIT:
                                                             ---------
<S>                                                          <C>
NET ASSET VALUE, JANUARY 1, 2001:........................     $12.55
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       3.56
     Unrealized Loss.....................................      (0.93)
     Interest Income.....................................       0.45
     Expenses............................................      (1.86)
                                                              ------
     Net Income..........................................       1.22
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $13.77
                                                              ======
     Expense Ratio.......................................       13.8%
     Net Income Ratio....................................        8.8%
TOTAL RETURN:............................................        9.7%
</Table>

CHARTER MILLBURN

<Table>
<Caption>
                                                             PER UNIT:
                                                             ---------
<S>                                                          <C>
NET ASSET VALUE, JANUARY 1, 2001:........................     $10.40
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       0.52
     Unrealized Loss.....................................      (1.15)
     Interest Income.....................................       0.37
     Expenses............................................      (0.91)
                                                              ------
     Net Loss............................................      (1.17)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $ 9.23
                                                              ======
     Expense Ratio.......................................        9.0%
     Net Loss Ratio......................................      (11.7%)
TOTAL RETURN:............................................      (11.3%)
</Table>

                                      F-23
<Page>
CHARTER WELTON

<Table>
<Caption>
                                                             PER UNIT:
                                                             ---------
<S>                                                          <C>
NET ASSET VALUE, JANUARY 1, 2001:........................     $ 8.20
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       0.51
     Unrealized Loss.....................................      (1.20)
     Interest Income.....................................       0.29
     Expenses............................................      (0.67)
                                                              ------
     Net Loss............................................      (1.07)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $ 7.13
                                                              ======
     Expense Ratio.......................................        9.2%
     Net Loss Ratio......................................      (15.4%)
TOTAL RETURN:............................................      (13.0%)
</Table>


6. LEGAL MATTERS



In April 2001, the Appellate Division of New York State dismissed the class
action previously disclosed in the Partnership's Annual Report for the year
ended December 31, 2000. Because plaintiffs did not exercise their right to
appeal any further, this dismissal constituted a final resolution of the case.


                                      F-24
<Page>

                          INDEPENDENT AUDITORS' REPORT



The Limited Partners and the General Partner of
  Morgan Stanley Charter Campbell L.P.:



We have audited the accompanying statement of financial condition of Morgan
Stanley Charter Campbell L.P. (the "Partnership") as of March 26, 2002. This
financial statement is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this statement of financial condition
based on our audit.



We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement of
financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audit provides a reasonable basis for our opinion.



In our opinion, such statement of financial condition presents fairly, in all
material respects, the financial position of Morgan Stanley Charter Campbell
L.P. at March 26, 2002 in conformity with accounting principles generally
accepted in the United States of America.


/s/ Deloitte & Touche LLP


March 27, 2002
New York, New York


                                      F-25
<Page>

                      MORGAN STANLEY CHARTER CAMPBELL L.P.
 (LIMITED PARTNERS SHOULD NOTE THAT THEIR OWNERSHIP OF UNITS IN THE PARTNERSHIP
    DOES NOT RESULT IN THE OWNERSHIP OF ANY INTEREST IN THE GENERAL PARTNER)



                        STATEMENT OF FINANCIAL CONDITION
                                 MARCH 26, 2002


<Table>
<S>                                                             <C>
ASSETS
Equity in Commodity Interest Trading Account:
  Subscription Receivable (received March 27, 2002).........    $     20
                                                                ========

PARTNERS' CAPITAL
  Limited Partner--1 Unit Outstanding.......................    $     10
  General Partner--1 Unit Outstanding.......................          10
                                                                --------
                                                                $     20
                                                                ========
</Table>


    The accompanying notes are an integral part of this financial statement.


                                      F-26
<Page>

                      MORGAN STANLEY CHARTER CAMPBELL L.P.
                   NOTES TO STATEMENT OF FINANCIAL CONDITION



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



ORGANIZATION--Morgan Stanley Charter Campbell L.P. (the "Partnership") is a
limited partnership organized under the Delaware Revised Uniform Limited
Partnership Act on March 26, 2002 to engage in the speculative trading of
futures interests in global currency markets. Demeter Management Corporation, as
the general partner of the Partnership (the "General Partner"), and Robert E.
Murray, President of the General Partner, acting as initial Limited Partner,
each made initial capital contributions of $10 to facilitate the filing of a
Certificate of Limited Partnership under the Delaware Revised Uniform Limited
Partnership Act.



The Partnership will offer 3,000,000 Units of Limited Partnership Interest
("Units") for sale to the public at an initial price of $10 per Unit. The
minimum subscription for most subscribers will be $20,000, as described in the
Partnership's Prospectus. If at least 500,000 Units of the Partnership are
subscribed for during the "Initial Offering Period" (defined in the Prospectus
as the period ending * , 2002, subject to earlier termination or extension to no
later than * , 2002) the General Partner may accept such subscriptions at the
"Initial Closing" (currently scheduled for * , 2002) and commence operations of
such Partnership. Thereafter, Units of the Partnership will be sold at Monthly
Closings at a price equal to 100% of the Net Asset Value per Unit (as described
in the Partnership's Prospectus). If it appears that subscriptions will be
received in excess of the Units available for sale, the General Partner may
register additional Units for sale.



The Partnership's cash is on deposit with Morgan Stanley DW Inc., an affiliate
of the General Partner, in a futures interest trading account. At each Monthly
Closing, the General Partner will contribute, in $1,000 increments, to the
Partnership, the additional amount in cash that is necessary for it at all times
to own, for its account, Units of General Partnership Interest at least equal to
the greater of $25,000 or 1% of aggregate capital contributions. The General
Partner and each Limited Partner will share in the profits and losses of the
Partnership in proportion to the amount of Partnership interest owned by each.



Both the General Partner and Morgan Stanley DW Inc. are wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co.



The Partnership will terminate on December 31, 2035 or at an earlier date if
certain conditions occur as defined in the Partnership's Limited Partnership
Agreement.



2. ORGANIZATION AND OFFERING EXPENSES



The Partnership is not liable for any organizational and offering expenses in
connection with the issuance and distribution of the Units. Morgan Stanley DW
Inc. has agreed to pay the organizational expenses of the Partnership and the
expenses of offering the Units to the public.



The proceeds from the subscription of Units will be held in escrow and invested
in an interest-bearing money market account. The pro-rata share of interest
earned on accepted or rejected subscription funds while such funds are held in
escrow will be credited to subscribers' customer accounts with Morgan Stanley DW
Inc.



3. OTHER AGREEMENTS



The proceeds from the Initial and each Monthly Closing will be used to establish
a futures interests trading account with Morgan Stanley DW Inc. for the
Partnership's Trading Advisor, Campbell & Company, Inc.



The Partnership will pay a monthly management fee to Campbell & Company, Inc.
equal to 1/12 of 2.75% per month (a 2.75% annual rate) of the Partnership's Net
Assets (as described in the Prospectus) as of the first day of each month.


                                      F-27
<Page>

The Partnership will also pay a monthly incentive fee to the Trading Advisor
equal to 20% of "Trading profits" as to the Trading Advisor's allocated net
assets as of the end of each calendar month. If the Trading Advisor has losses
with respect to Net Assets at the end of each calendar month, the Trading
Advisor must earn back such losses before the Trading Advisor is eligible for an
incentive fee.



Under the Customer Agreement with Morgan Stanley DW Inc., the Partnership will
pay Morgan Stanley DW Inc. a flat-rate monthly brokerage fee of 1/12 of 6.75% of
Net Assets as of the first day of each month (a 6.75% annual rate).



Under the Customer Agreement with Morgan Stanley & Co., Inc., Morgan Stanley DW
Inc. will pay or reimburse the Partnership for all fees and costs of Morgan
Stanley & Co., Inc. for executing trades by the Partnership.



Morgan Stanley DW Inc. will credit the Partnership with interest income at month
end at the rate earned by Dean Witter on its U.S. Treasury bills investments
with customer segregated funds as if 100% of the Partnership's average daily
assets for the month were invested at a prevailing rate on U.S. Treasury bills.


                                      F-28
<Page>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors of
  Demeter Management Corporation:



We have audited the accompanying statements of financial condition of Demeter
Management Corporation (the "Company"), a wholly-owned subsidiary of Morgan
Stanley Dean Witter & Co., as of November 30, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these statements of financial
condition based on our audits.


We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statements of
financial condition are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statements of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audits provide a reasonable basis for our opinion.


In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of Demeter Management Corporation at
November 30, 2001 and 2000 in conformity with accounting principles generally
accepted in the United States of America.


/s/ Deloitte & Touche LLP


January 11, 2002
New York, New York


                                      F-29
<Page>

                         DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)



                       STATEMENTS OF FINANCIAL CONDITION
                           NOVEMBER 30, 2001 AND 2000


<Table>
<Caption>
                                                                         NOVEMBER 30,
                                                                -------------------------------
                                                                    2001               2000
                                                                ------------       ------------
                                                                     $                  $
<S>                                                             <C>                <C>
ASSETS
Investments in affiliated partnerships......................      23,969,483         22,094,121
Income taxes receivable.....................................         603,715            578,533
Receivable from affiliated partnerships.....................             680                723
                                                                ------------       ------------
     Total Assets...........................................      24,573,878         22,673,377
                                                                ============       ============

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Parent...........................................      17,968,119         17,082,188
Accrued expenses............................................          21,600                451
                                                                ------------       ------------
  Total Liabilities.........................................      17,989,719         17,082,639
                                                                ------------       ------------

STOCKHOLDER'S EQUITY:
Common stock, no par value:
  Authorized 1,000 shares; outstanding 100 shares at stated
     value of $500 per share................................          50,000             50,000
Additional paid-in capital..................................     123,170,000        123,170,000
Retained earnings...........................................       6,434,159          5,440,738
                                                                ------------       ------------
                                                                 129,654,159        128,660,738
Less: Notes receivable from Parent..........................    (123,070,000)      (123,070,000)
                                                                ------------       ------------

  Total Stockholder's Equity................................       6,584,159          5,590,738
                                                                ------------       ------------

  Total Liabilities and Stockholder's Equity................      24,573,878         22,673,377
                                                                ============       ============
</Table>


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


                                      F-30
<Page>

                         DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
                   NOTES TO STATEMENTS OF FINANCIAL CONDITION
                           NOVEMBER 30, 2001 AND 2000



1. INTRODUCTION AND BASIS OF PRESENTATION



Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW" or "Parent").



Demeter manages the following commodity pools as sole general partner: Dean
Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P., Dean
Witter Principal Plus Fund L.P., Dean Witter Principal Plus Fund Management
L.P., Dean Witter Portfolio Strategy Fund L.P., Dean Witter Global Perspective
Portfolio L.P., Dean Witter World Currency Fund L.P., Morgan Stanley Spectrum
Currency L.P. (formerly, Morgan Stanley Dean Witter Spectrum Currency L.P.),
Morgan Stanley Spectrum Commodity L.P. (formerly, Morgan Stanley Dean Witter
Spectrum Commodity L.P.), Morgan Stanley Spectrum Global Balanced L.P.
(formerly, Morgan Stanley Dean Witter Spectrum Global Balanced L.P.), Morgan
Stanley Spectrum Strategic L.P. (formerly, Morgan Stanley Dean Witter Spectrum
Strategic L.P.), Morgan Stanley Spectrum Technical L.P. (formerly, Morgan
Stanley Dean Witter Spectrum Technical L.P.), Morgan Stanley Spectrum Select
L.P. (formerly, Morgan Stanley Dean Witter Spectrum Select L.P.), Morgan Stanley
Dean Witter/Chesapeake L.P., Morgan Stanley Dean Witter/ JWH Futures Fund L.P.,
Morgan Stanley/Market Street Futures Fund L.P. (formerly, Morgan Stanley Dean
Witter/Market Street Futures Fund L.P.), Morgan Stanley Charter MSFCM L.P.
(formerly, Morgan Stanley Dean Witter Charter DWFCM L.P.) ("Charter MSFCM"),
Morgan Stanley Charter Graham L.P. (formerly, Morgan Stanley Dean Witter Charter
Graham L.P.) ("Charter Graham"), Morgan Stanley Charter Millburn L.P. (formerly,
Morgan Stanley Dean Witter Charter Millburn L.P.) ("Charter Millburn"), Morgan
Stanley Charter Welton L.P. (formerly, Morgan Stanley Dean Witter Charter Welton
L.P.) ("Charter Welton"), Morgan Stanley Dean Witter Strategic Alternatives Fund
L.P. ("SAFLP") and Morgan Stanley Dean Witter/Mark J. Walsh & Company, L.P.



Each of the commodity pools is a limited partnership organized to engage in the
speculative trading of commodity futures contracts, forward contracts on foreign
currencies and other commodity interests.



The statements of financial condition are prepared in conformity 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 these estimates.



On April 30, 1999, Dean Witter Spectrum Global Balanced L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Global Balanced L.P. On November 1, 2001,
Morgan Stanley Dean Witter Spectrum Global Balanced L.P. changed its name to
Morgan Stanley Spectrum Global Balanced L.P.



On April 30, 1999, Dean Witter Spectrum Select L.P. changed its name to Morgan
Stanley Dean Witter Spectrum Select L.P. On November 1, 2001, Morgan Stanley
Dean Witter Spectrum Select L.P. changed its name to Morgan Stanley Spectrum
Select L.P.



On April 30, 1999, Dean Witter Spectrum Strategic L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Strategic L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Strategic L.P. changed its name to Morgan Stanley
Spectrum Strategic L.P.


                                      F-31
<Page>

                         DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
           NOTES TO STATEMENTS OF FINANCIAL CONDITION -- (CONTINUED)
                           NOVEMBER 30, 2001 AND 2000



On April 30, 1999, Dean Witter Spectrum Technical L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Technical L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Technical L.P. changed its name to Morgan Stanley
Spectrum Technical L.P.



On May 4, 1999, Demeter entered into a limited partnership agreement as general
partner in Morgan Stanley Dean Witter Strategic Alternatives L.P. ("SAFLP").
SAFLP is the domestic vehicle for investment of client assets. Morgan Stanley
Dean Witter Strategic Alternatives Fund ("SAFF1"), is an umbrella unit trust,
which is the offshore investment vehicle for client assets. Together SAFLP and
SAFF1 are members of and invest 100% of their capital into Morgan Stanley Dean
Witter Strategic Alternatives L.L.C. an investment vehicle organized to engage
in the speculative trading of futures interests which commenced trading on May
4, 2000.



On July 6, 1999, DWR/Market Street Futures Fund L.P. changed its name to Morgan
Stanley Dean Witter/Market Street Futures Fund L.P. On November 28, 2001, Morgan
Stanley Dean Witter/ Market Street Futures Fund L.P. changed its name to Morgan
Stanley/Market Street Futures Fund L.P.



On March 6, 2000, Demeter entered into a limited partnership agreement as
general partner in Morgan Stanley Spectrum Currency L.P. ("Spectrum Currency")
and registered 12,000,000 Units to be offered to investors in a continuing
public offering. Spectrum Currency commenced trading on July 5, 2000. On
November 1, 2001, Morgan Stanley Dean Witter Spectrum Currency L.P. changed its
name to Morgan Stanley Spectrum Currency L.P.



On March 7, 2000, Morgan Stanley Tangible Asset Fund L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Commodity L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Commodity L.P. changed its name to Morgan Stanley
Spectrum Commodity L.P. ("Spectrum Commodity"). Spectrum Commodity registered
7,000,000 Units on March 6, 2000 and became open to new investment on a
continuous basis as of that date. Effective March 6, 2000, Spectrum Commodity
became part of the Morgan Stanley Spectrum Series of Funds.



On March 27, 2000, the Charter Series individually registered additional Units
with the SEC: 6,000,000 Units of Charter Graham, 6,000,000 Units of Charter
Millburn and 6,000,000 Units of Charter Welton, to be offered to investors in a
continuing public offering.



Effective with the April 30, 2000 monthly closing, the exchange privilege among
the Cornerstone Funds (a "Series Exchange") was terminated.



On June 7, 2000, Demeter entered into a limited partnership agreement as general
partner in Morgan Stanley Dean Witter/Mark J. Walsh & Company, L.P. ("Walsh").
Walsh commenced trading on May 1, 2001.



On October 11, 2000, DWFCM International Access Fund L.P. changed its name to
Morgan Stanley Dean Witter Charter DWFCM L.P. On November 1, 2001, Morgan
Stanley Dean Witter Charter DWFCM L.P. changed its name to Morgan Stanley
Charter MSFCM L.P. Charter MSFCM registered 1,750,000 Units on October 11, 2000
and became open to new investment on a continuous basis starting November 1,
2000. Effective December 1, 2000, Charter MSFCM became part of the Morgan
Stanley Charter Series.



On November 1, 2001, Morgan Stanley Dean Witter Charter Graham L.P., Morgan
Stanley Dean Witter Charter Millburn L.P., and Morgan Stanley Dean Witter
Charter Welton L.P. changed their names to Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P.,
respectively.


                                      F-32
<Page>

                         DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
           NOTES TO STATEMENTS OF FINANCIAL CONDITION -- (CONCLUDED)
                           NOVEMBER 30, 2001 AND 2000



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



INCOME TAXES -- The results of operations of Demeter are included in the
consolidated federal income tax return of MSDW. Income taxes are computed on a
separate company basis and are due to MSDW.



3. INVESTMENTS IN AFFILIATED PARTNERSHIPS



The limited partnership agreement of each commodity pool requires Demeter to
maintain a general partnership interest in each partnership, generally in an
amount equal to, but not less than 1 percent of the aggregate capital
contributed to the partnership by all partners.



The total assets, liabilities and partners' capital of all the funds managed by
Demeter at November 30, 2001 and 2000 were as follows:


<Table>
<Caption>
                                                                 NOVEMBER 30,
                                                       --------------------------------
                                                           2001               2000
                                                       -------------      -------------
                                                             $                  $
<S>                                                    <C>                <C>
Total assets.......................................    1,345,947,554      1,244,513,096
Total liabilities..................................       21,606,995         27,380,688
Total partners' capital............................    1,324,340,559      1,217,132,408
</Table>


Demeter's investments in such limited partnerships are carried at market value.



4. PAYABLE TO PARENT



Payable to Parent is primarily for amounts due for the purchase of partnership
investments, income tax payments made by MSDW on behalf of Demeter and the
cumulative results of operations.



5. NET WORTH REQUIREMENT



At November 30, 2001 and 2000, Demeter held non-interest bearing notes from its
Parent that were payable on demand. These notes were received in connection with
additional capital contributions aggregating $123,070,000 at November 30, 2001
and 2000.



The limited partnership agreement of each commodity pool requires Demeter to
maintain its net worth at an amount not less than 10% of the capital
contributions by all partners in each pool in which Demeter is the general
partner (15% if the capital contributions to any partnership are less than
$2,500,000, or $250,000, whichever is less).



In calculating this requirement, Demeter's interests in each limited partnership
and any amounts receivable from or payable to such partnerships are excluded
from net worth. Notes receivable from Parent are included in net worth for
purposes of this calculation.



6. LITIGATION



In April 2001, the Appellate Division of New York State dismissed the class
action previously disclosed in Demeter's annual report for the year ended
November 30, 2000. Because plaintiffs did not exercise their rights to appeal
any further, this dismissal constituted a final resolution of the case.


                                      F-33
<Page>
                                                                       EXHIBIT A


                          TABLE OF CONTENTS TO FORM OF
            [AMENDED AND RESTATED] LIMITED PARTNERSHIP AGREEMENT FOR
MORGAN STANLEY DEAN WITTER CHARTER [GRAHAM] [MILLBURN] [WELTON] [MSFCM] L.P. AND
 FORM OF LIMITED PARTNERSHIP AGREEMENT FOR MORGAN STANLEY CHARTER CAMPBELL L.P.


<Table>
<C>       <S>                                                            <C>
                                                                         PAGE
      1.  Formation; Name.............................................   A-1
      2.  Office......................................................   A-2
      3.  Business....................................................   A-2
      4.  Term; Dissolution; Fiscal Year..............................   A-2
          (a)  Term...................................................   A-2
          (b)  Dissolution............................................   A-3
          (c)  Fiscal Year............................................   A-3
      5.  Net Worth of General Partner................................   A-3
          Capital Contributions and Offering of Units of Limited
      6.  Partnership Interest........................................   A-4
          Allocation of Profits and Losses; Accounting; Other
      7.  Matters.....................................................   A-6
          (a)  Capital Accounts.......................................   A-6
          (b)  Monthly Allocations....................................   A-6
          (c)  Allocation of Profit and Loss for Federal Income Tax
          Purposes....................................................   A-7
          (d)  Definitions; Accounting................................   A-8
          (e)  Expenses and Limitations Thereof.......................   A-9
          (f)  Limited Liability of Limited Partners..................   A-10
          (g)  Return of Limited Partner's Capital Contribution.......   A-10
          (h)  Distributions..........................................   A-10
          (i)  Interest on Assets.....................................   A-10
      8.  Management and Trading Policies.............................   A-10
          (a)  Management of the Partnership..........................   A-10
          (b)  The General Partner....................................   A-11
          (c)  General Trading Policies...............................   A-12
          (d)  Changes to Trading Policies............................   A-13
          (e)  Miscellaneous..........................................   A-13
      9.  Audits; Reports to Limited Partners.........................   A-14
     10.  Transfer; Redemption of Units; Exchange Privilege...........   A-16
          (a)  Transfer...............................................   A-16
          (b)  Redemption.............................................   A-16
          (c)  Exchange Privilege.....................................   A-18
     11.  Special Power of Attorney...................................   A-19
     12.  Withdrawal of Partners......................................   A-19
     13.  No Personal Liability for Return of Capital.................   A-20
     14.  Standard of Liability; Indemnification......................   A-20
          (a)  Standard of Liability..................................   A-20
          (b)  Indemnification by the Partnership.....................   A-20
          (c)  Affiliate..............................................   A-21
          (d)  Indemnification by Partners............................   A-21
     15.  Amendments; Meetings........................................   A-21
          (a)  Amendments with Consent of the General Partner.........   A-21
          (b)  Meetings...............................................   A-22
          (c)  Amendments and Actions without Consent of the General
          Partner.....................................................   A-22
          (d)  Action Without Meeting.................................   A-23
          (e)  Amendments to Certificate of Limited Partnership.......   A-23
     16.  Index of Defined Terms......................................   A-23
     17.  Governing Law...............................................   A-24
     18.  Miscellaneous...............................................   A-24
          (a)  Priority among Limited Partners........................   A-24
          (b)  Notices................................................   A-24
          (c)  Binding Effect.........................................   A-24
          (d)  Captions...............................................   A-24
Annex A --Request for Redemption......................................   A-27
</Table>

<Page>
                                                                       EXHIBIT A


FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR
MORGAN STANLEY CHARTER [GRAHAM] [MILLBURN] [WELTON] [MSFCM] L.P. AND FORM OF
LIMITED PARTNERSHIP AGREEMENT FOR MORGAN STANLEY CHARTER CAMPBELL L.P.


     BOLDFACED CAPTIONS AND BRACKETED TEXT REFLECT DIFFERENCES IN LIMITED
PARTNERSHIP AGREEMENTS

CHARTER GRAHAM, CHARTER MILLBURN AND CHARTER WELTON ONLY:

     This Agreement of Limited Partnership, made as of July 15, 1998, by and
among Demeter Management Corporation, a Delaware corporation (the "General
Partner"), and the other parties who shall execute this Agreement, whether in
counterpart, by separate instrument, or otherwise, as limited partners
(collectively "Limited Partners"; the General Partner and Limited Partners may
be collectively referred to herein as "Partners"). The definitions of
capitalized terms used in this Agreement and not defined where used may be
found by reference to the index of defined terms in Section 16.


CHARTER MSFCM ONLY:


     This Agreement of Limited Partnership, made as of October 22, 1993, as
amended and restated as of October 31, 2000 by and among Demeter Management
Corporation, a Delaware corporation (the "General Partner"), and the other
parties who shall execute this Agreement, whether in counterpart, by separate
instrument, or otherwise, as limited partners (collectively "Limited Partners";
the General Partner and Limited Partners may be collectively referred to herein
as "Partners"). The definitions of capitalized terms used in this Agreement and
not defined where used may be found by reference to the index of defined terms
in Section 16.


CHARTER CAMPBELL ONLY:



     This Agreement of Limited Partnership, made as of March 26, 2002, by and
among Demeter Management Corporation, a Delaware corporation (the "General
Partner"), and the other parties who shall execute this Agreement, whether in
counterpart, by separate instrument, or otherwise, as limited partners
(collectively "Limited Partners"; the General Partner and Limited Partners may
be collectively referred to herein as "Partners"). The definitions of
capitalized terms used in this Agreement and not defined where used may be
found by reference to the index of defined terms in Section 16.


                                  WITNESSETH:

     WHEREAS, the parties hereto desire to form a limited partnership for the
purpose of engaging in the speculative trading of futures interests.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  FORMATION; NAME.


     The parties hereto do hereby form a limited partnership under the Delaware
Revised Uniform Limited Partnership Act, as amended and in effect on the date
hereof (the "Act"). The name of the limited partnership is Morgan Stanley
Charter [Graham] [Millburn] [Welton] [MSFCM] [Campbell] L.P. (the
"Partnership"). The General Partner may, without the approval of the Limited
Partners, change the name of the Partnership, or cause the Partnership to
transact business under another name. The General Partner shall notify all
Limited Partners (or any assignees thereof) of any such change. The General
Partner shall execute and file a Certificate of Limited Partnership of the
Partnership (the "Certificate of Limited Partnership") in accordance with the
Act, and shall execute, file, record, and publish as appropriate such
amendments, assumed name certificates, and


                                      A-1
<Page>

other documents as are or become necessary or advisable in connection with the
operation of the Partnership, as determined by the General Partner, and shall
take all steps which the General Partner may deem necessary or advisable to
allow the Partnership to conduct business as a limited partnership where the
Partnership conducts business in any jurisdiction, and to otherwise provide that
Limited Partners will have limited liability with respect to the activities of
the Partnership in all such jurisdictions, and to comply with the law of any
jurisdiction. Each Limited Partner hereby undertakes to furnish to the General
Partner a power of attorney and such additional information as the General
Partner may request to complete such documents and to execute and cooperate in
the filing, recording, or publishing of such documents as the General Partner
determines appropriate.


2.  OFFICE.


     The principal office of the Partnership shall be 825 Third Avenue, 8th
Floor, New York, New York 10022, or such other place as the General Partner may
designate from time to time.


     The address of the principal office of the Partnership in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and
address of the registered agent for service of process on the Partnership in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, or such other
agent as the General Partner shall designate from time to time.

3.  BUSINESS.

     The Partnership's business and general purpose is to trade, buy, sell,
spread, or otherwise acquire, hold, or dispose of commodities (which may include
foreign currencies, mortgage-backed securities, money market instruments,
financial instruments, and any other securities or items which are now, or may
hereafter be, the subject of futures contract trading) domestic and foreign
commodity futures contracts, commodity forward contracts, foreign exchange
commitments, options on physical commodities and on futures contracts, spot
(cash) commodities and currencies, and any rights pertaining thereto
(collectively, "Futures Interests"), and securities (such as United States
Treasury securities) approved by the Commodity Futures Trading Commission (the
"CFTC") for investment of customer funds and other securities on a limited
basis, and to engage in all activities incident thereto. The objective of the
Partnership's business is appreciation of its assets through speculative
trading. The Partnership may pursue this objective in any lawful manner
consistent with the Partnership's trading policies. The Partnership may engage
in the foregoing activities either directly or through any lawful transaction or
any lawful activity into which a limited partnership may enter or in which a
limited partnership may engage under the laws of the State of Delaware;
provided, that such transactions or activities do not subject the Limited
Partners to any liability in excess of the limited liability provided for herein
and contemplated by the Act.

4.  TERM; DISSOLUTION; FISCAL YEAR.


[CHARTER GRAHAM, CHARTER MILLBURN, CHARTER WELTON AND CHARTER CAMPBELL ONLY:


     (a) TERM. The term of the Partnership shall commence upon the filing of the
Certificate of Limited Partnership in the Office of the Secretary of State of
the State of Delaware and shall end upon the first to occur of the following:
(i) December 31, 2035; (ii) receipt by the General Partner of a notice setting
forth an election to terminate and dissolve the Partnership at a specified time
by Limited Partners owning more than 50% of the outstanding Units, which notice
shall be sent by registered mail to the General Partner not less than 90 days
prior to the effective date of such termination and dissolution; (iii) the
withdrawal, insolvency, bankruptcy, dissolution, liquidation or termination of
any general partner, unless the business of the Partnership shall be continued
by any remaining or successor general partner(s) in accordance with the
provisions hereof; (iv) the

                                      A-2
<Page>
occurrence of any event which shall make it unlawful for the existence of the
Partnership to be continued; (v) a decline in the Net Asset Value of a Unit as
of the close of business (as determined by the General Partner) on any day to
less than $2.50; (vi) a decline in the Partnership's Net Assets as of the close
of business (as determined by the General Partner) on any day to $250,000 or
less; (vii) a determination by the General Partner that the Partnership's Net
Assets in relation to the operating expenses of the Partnership make it
unreasonable or imprudent to continue the business of the Partnership; (viii) a
determination by the General Partner upon 120 days' notice to the Limited
Partners to terminate the Partnership; or (ix) a determination by the General
Partner to terminate the Partnership following a Special Redemption Date.]


[CHARTER MSFCM ONLY:


     (a) TERM. The term of the Partnership shall commence upon the filing of the
Certificate of Limited Partnership in the Office of the Secretary of State of
the State of Delaware and shall end upon the first to occur of the following:
(i) December 31, 2025; (ii) receipt by the General Partner of a notice setting
forth an election to terminate and dissolve the Partnership at a specified time
by Limited Partners owning more than 50% of the outstanding Units, which notice
shall be sent by registered mail to the General Partner at least 90 days prior
to the effective date of such termination and dissolution; (iii) the withdrawal,
insolvency, bankruptcy, dissolution, liquidation or termination of any general
partner, unless the business of the Partnership shall be continued by any
remaining or successor general partner(s) in accordance with the provisions
hereof; (iv) a decline in the Net Asset Value of a Unit as of the close of
business (as determined by the General Partner) on any day to less than $2.50;
(v) a decline in the Partnership's Net Assets as of the close of business (as
determined by the General Partner) on any day to $250,000 or less; (vi) a
determination by the General Partner that the Partnership's Net Assets in
relation to the operating expenses of the Partnership make it unreasonable or
imprudent to continue the business of the Partnership; (vii) the occurrence of
any event which shall make it unlawful for the existence of the Partnership to
be continued; or (viii) a determination by the General Partner to terminate the
Partnership following a Special Redemption Date.]

     (b) DISSOLUTION. Upon the occurrence of an event causing the termination of
the Partnership, the Partnership shall terminate and be dissolved. Dissolution,
payment of creditors, and distribution of the Partnership's Net Assets shall be
effected as soon as practicable in accordance with the Act, except that the
General Partner and each Limited Partner (and any assignee) shall share in the
Net Assets of the Partnership pro rata in accordance with such Partner's
respective capital account, less any amount owing by such Partner (or assignee)
to the Partnership. The General Partner shall, at its option, be entitled to
supervise the liquidation of the Partnership.

     Nothing contained in this Agreement shall impair, restrict, or limit the
rights and powers of the Partners under the laws of the State of Delaware and
any other jurisdiction in which the Partnership shall be conducting business to
reform and reconstitute themselves as a limited partnership following
dissolution of the Partnership, either under provisions identical to those set
forth herein or any others which they shall deem appropriate.

     (c) FISCAL YEAR. The fiscal year of the Partnership shall begin on January
1 of each year and end on the following December 31.

5.  NET WORTH OF GENERAL PARTNER.

     The General Partner agrees that at all times, as long as it remains a
general partner of the Partnership, it shall maintain its net worth at an amount
not less than 10% of the total contributions to the Partnership by all Partners
and to any other limited partnership for which it acts as a general partner by
all such partnership's partners; provided, however, that if the total
contributions to the Partnership by all Partners, or to any limited partnership
for which it acts as a general partner by all partners, are less than
$2,500,000, then with respect to the Partnership and any such limited
partnership, the General Partner shall maintain its net worth at an amount of at
least 15% of the total contributions to the Partnership by all Partners and of
the total contributions

                                      A-3
<Page>
to any such limited partnership for which it acts as a general partner by all
such partnership's partners or $250,000, whichever is the lesser; and, provided,
further, that in no event shall the General Partner's net worth be less than
$50,000. For the purposes of this Section 5, "net worth" shall be calculated in
accordance with generally accepted accounting principles, except as otherwise
specified in this Section 5, with all current assets based on their then current
market values. The interests owned by the General Partner in the Partnership and
any other partnerships for which it acts as a general partner and any notes and
accounts receivable from and payable to any limited partnership in which it has
an interest shall not be included as an asset in calculating its net worth, but
any notes receivable from an "affiliate" (as such term is defined in Regulation
S-X of the rules and regulations of the Securities and Exchange Commission (the
"SEC")) of the General Partner or letters of credit may be included.

     The General Partner agrees that it shall not be a general partner of any
limited partnership other than the Partnership unless, at all times when it is a
general partner of any such additional limited partnership, its net worth is at
least equal to the net worth required by the preceding paragraph of this Section
5.

     The requirements of the preceding two paragraphs of this Section 5 may be
modified by the General Partner at its option, without notice to or the consent
of the Limited Partners, provided that: (a) such modification does not adversely
affect the interests of the Limited Partners, and (b) the General Partner
obtains a written opinion of counsel for the Partnership that such proposed
modification: (i) will not adversely affect the classification of the
Partnership as a partnership for federal income tax purposes, (ii) will not
adversely affect the status of the Limited Partners as limited partners under
the Act, and (iii) will not violate any applicable state securities or Blue Sky
law or any rules, regulations, guidelines, or statements of policy promulgated
or applied thereunder; provided, however, that the General Partner's net worth
may not be reduced below the lesser of (A) the net worth required by Section
II.B of the Guidelines for Registration of Commodity Pool Programs, as adopted
in revised form by the North American Securities Administrators Association,
Inc. in September, 1993 (the "NASAA Guidelines"), and (B) the net worth required
by such Guidelines as in effect on the date of such proposed modification.

6.  CAPITAL CONTRIBUTIONS AND OFFERING OF UNITS OF LIMITED PARTNERSHIP INTEREST.


[CHARTER GRAHAM, CHARTER MILLBURN, CHARTER WELTON, AND CHARTER MSFCM ONLY:



     The General Partner shall contribute to the Partnership, in $1,000
increments, such amount in cash as is necessary to make the General Partner's
capital contribution at least equal to the greater of: (a) 1% of aggregate
capital contributions to the Partnership by all Partners (including the General
Partner's contribution) and (b) $25,000. Such additional contribution by the
General Partner need not exceed the amount described above and shall be
evidenced by units of general partnership interest (a "Unit(s) of General
Partnership Interest"). Thereafter, the General Partner shall maintain its
interest in the capital of the Partnership at no less than the amount stated
above. The General Partner, without notice to or consent of the Limited
Partners, may withdraw any portion of its interest in the Partnership that is in
excess of its required interest described above. Interests in the Partnership,
other than the Units of General Partnership Interest, shall be Units of Limited
Partnership Interest ("Units" or, individually, a "Unit"). The net asset value
of a Unit of General Partnership Interest shall at all times be equivalent to
the Net Asset Value of a Unit of Limited Partnership Interest.]



[CHARTER CAMPBELL ONLY:



     The General Partner is herewith contributing $10 in cash to the
Partnership, for which it is receiving one unit of general partnership interest
(a "Unit of General Partnership Interest"). At the initial closing (the "Initial
Closing"), if any, for the acceptance of subscriptions for Units of Limited
Partnership Interest of the Partnership ("Units" or, individually, a "Unit")
during the initial offering of Units (the "Initial Offering"), the General
Partner shall contribute to the


                                      A-4
<Page>

Partnership, in $1,000 increments, such amount in cash as is necessary to make
the General Partner's capital contribution at least equal to the greater of: (a)
1% of aggregate capital contributions to the Partnership by all Partners
(including the General Partner's contribution) and (b) $25,000. Such additional
contribution by the General Partner need not exceed the amount described above
and shall be evidenced by Units of General Partnership Interest. Thereafter, the
General Partner shall maintain its interest in the capital of the Partnership at
no less than the amount stated above. The General Partner, without notice to or
consent of the Limited Partners, may withdraw any portion of its interest in the
Partnership that is in excess of its required interest described above. The net
asset value of a Unit of General Partnership Interest shall at all times be
equivalent to the Net Asset Value of a Unit of Limited Partnership Interest.



[CHARTER GRAHAM, CHARTER MILLBURN CHARTER WELTON AND CHARTER CAMPBELL ONLY:


     The General Partner's minimum investment requirements of the preceding
paragraph of this Section 6 may be modified by the General Partner at its
option, without notice to or the consent of the Limited Partners, provided that:
(a) such modification does not adversely affect the interests of the Limited
Partners, and (b) the General Partner obtains a written opinion of counsel for
the Partnership that such proposed modification: (i) will not adversely affect
the Partnership's ability to meet the administrative requirements applicable to
partnerships under the federal income tax laws, (ii) will not adversely affect
the status of the Limited Partners as limited partners under the Act, and (iii)
will not violate any applicable state securities or Blue Sky law or any rules,
regulations, guidelines, or statements of policy promulgated or applied
thereunder; provided, however, that the General Partner's minimum investment in
the Partnership may not be reduced below the lesser of (A) the minimum
investment required by Section II.C of the NASAA Guidelines, and (B) the minimum
investment required by such Guidelines as in effect on the date of such proposed
modification.]

     Interests in the Partnership, other than the General Partnership Interest
of the General Partner, shall be Units.


[CHARTER CAMPBELL ONLY:



     The initial Limited Partner named at the end of this Agreement is herewith
contributing $10 in cash to the capital of the Partnership in consideration for
receiving one Unit. The initial Limited Partner agrees to withdraw as a Limited
Partner at the Initial Closing, and the remaining Partners hereby consent to
such withdrawal. The $10 capital contribution of the Initial Limited Partner
shall be returned to him, without interest, and he shall have no further rights
or obligations as a Limited Partner with respect to such contribution.]


     The General Partner, for and on behalf of the Partnership, shall issue and
sell Units to persons desiring to become Limited Partners, provided that such
persons shall be determined by the General Partner to be qualified investors and
their subscriptions for Units shall be accepted by the General Partner, which
acceptance the General Partner may withhold in whole or in part in its sole
discretion. The minimum subscription for Units per subscriber shall be such
amount as the General Partner shall determine from time to time in its sole
discretion.


     The Partnership, directly and/or through Morgan Stanley DW Inc. ("Morgan
Stanley DW"), Morgan Stanley & Co. Incorporated ("MS & Co."), or such other
selling agent or agents (each, a "Selling Agent") as may be approved by the
General Partner, may at any time and from time to time in the sole discretion of
the General Partner offer for sale Units and fractions of Units (to the third
decimal place) in public and/or private offerings, at prices per Unit, in such
minimum amounts, for such periods of time, and on such terms and conditions as
the General Partner shall determine in its sole discretion. Units offered during
any offering shall be issued and sold by the Partnership as of the close of
business (as determined by the General Partner) on the last day of a calendar
month and a closing for subscriptions received during such offering shall be
held as of such date; provided, however, that the General Partner may hold
closings at such other times and for such other periods as it shall determine in
its sole discretion to effectuate such offerings. At


                                      A-5
<Page>

each such closing, the Partnership shall issue and sell Units to each subscriber
whose subscription shall be accepted by the General Partner at a price per Unit
to be determined by the General Partner in its sole discretion; provided,
however, that the offering price per Unit at [CHARTER CAMPBELL ONLY: the Initial
Closing shall be $10 per Unit, and the offering price per Unit at any
subsequent] the closing during any offering of Units shall not at any time be
less than the Net Asset Value of a Unit as of the close of business on the date
of the applicable closing at which such Unit shall be issued and sold, unless
the newly offered Units' participation in the Partnership's profits and losses
is proportionately reduced. During any offering, Units may be subscribed for by
the General Partner, Morgan Stanley DW, MS & Co., Morgan Stanley Dean Witter &
Co. ("MSDW"), any trading advisor to the Partnership (each, a "Trading
Advisor"), any commodity broker for the Partnership (each, a "Commodity
Broker"), and such persons' respective shareholders, directors, officers,
partners, employees, principals, and Affiliates. [CHARTER CAMPBELL ONLY:
Notwithstanding Section 10(b), Units purchased at the Initial Closing by the
General Partner, Morgan Stanley DW, any Additional Seller and any Trading
Advisor, or any Affiliate of the foregoing (for purposes of this provision, the
term "Affiliate" shall not include any natural persons) may not be redeemed for
a period of two years after the Initial Closing if such redemption would cause
the Partnership to have less than $5,000,000 in Net Assets.] Subscriptions for
Units by such persons shall not preclude them from receiving compensation from
the Partnership for services rendered by them in their respective capacities as
other than Limited Partners. No subscriber for Units during any offering of
Units shall become a Limited Partner until the General Partner shall: (a) accept
such subscriber's subscription at a closing relating to such offering; (b)
execute this Agreement on behalf of such subscriber pursuant to the power of
attorney in the subscription agreement executed by the subscriber in connection
with such offering; and (c) make an entry on the books and records of the
Partnership reflecting that such subscriber has been admitted as a Limited
Partner. Accepted subscribers shall be deemed Limited Partners at such time as
their admission shall be reflected on the books and records of the Partnership.
The aggregate of all capital contributions to the Partnership shall be available
to the Partnership to carry on its business and no interest shall be paid by the
Partnership on any such contribution.



     In connection with any offering of Units by the Partnership, the General
Partner, on behalf of the Partnership, shall: (a) cause to be filed one or more
disclosure documents and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law with the
CFTC and the National Futures Association ("NFA"), Forms D or other
applications, notices or forms with the SEC and state securities and Blue Sky
administrators, and Registration Statements, Prospectuses (as used hereinafter,
the term "Prospectus" shall mean the most recent version of the Prospectus
issued by the Partnership, or the most recent version of the disclosure document
or other offering memorandum prepared, in connection with the particular
offering of Units), and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law, with the
CFTC, the NFA, the SEC, and NASD Regulation, Inc.; (b) qualify by registration
or exemption from registration the Units for sale under the Blue Sky and
securities laws of such states of the United States and such other jurisdictions
as the General Partner in its sole discretion shall deem advisable or as may be
required by applicable law; (c) make such arrangements for the sale of Units as
it shall deem advisable, including engaging Morgan Stanley DW, MS & Co., or any
other firm as Selling Agent and entering into a selling agreement with Morgan
Stanley DW, MS & Co., or such other Selling Agent; and (d) take such action with
respect to and in order to effectuate the matters described in clauses
(a) through (c) as it shall deem advisable or necessary.


     The Partnership shall not pay the costs of any offering or any selling
commissions relating thereto. No Limited Partner shall have any preemptive,
preferential or other rights with respect to the issuance or sale of any
additional Units, except as described in the applicable Prospectus. No Limited
Partner shall have the right to consent to the admission of any additional
Limited Partner. There is no maximum aggregate amount of contributions which may
be received by the Partnership.

                                      A-6
<Page>

     All Units subscribed for shall be issued subject to the collection of good
funds. If, at any time, good funds representing payment for Units are not made
available to the Partnership because a subscriber has provided bad funds in the
form of a bad check or draft or otherwise to Morgan Stanley DW, MS & Co., or
another Selling Agent which, in turn, has deposited the subscription amount with
the escrow agent, the Partnership shall cancel the Units issued to such
subscriber represented by such bad funds, and the subscriber's name shall be
removed as a Limited Partner from the books and records of the Partnership. Any
losses or profits sustained by the Partnership in connection with its Futures
Interests trading allocable to such cancelled Units shall be deemed a decrease
or increase in Net Assets and allocated among the remaining Partners as
described in Section 7. Each Limited Partner agrees to reimburse the Partnership
for any expense or loss (including any trading loss) incurred in connection with
the issuance and cancellation of any such Units issued to such Limited Partner.


7.  ALLOCATION OF PROFITS AND LOSSES; ACCOUNTING; OTHER MATTERS.

     (a) CAPITAL ACCOUNTS. A capital account shall be established for each
Partner. The initial balance of each Partner's capital account shall be the
amount of a Partner's initial capital contribution to the Partnership.

     (b) MONTHLY ALLOCATIONS. As of the close of business (as determined by the
General Partner) on the last day of each calendar month ("Determination Date")
during each fiscal year of the Partnership, the following determinations and
allocations shall be made:

            (1) The Net Assets of the Partnership, before accrual of any monthly
       management fee and any incentive fee shall be determined.

            (2) The accrued monthly management fee shall then be charged against
       Net Assets.

            (3) The accrued incentive fee, if any, shall then be charged against
       Net Assets.

            (4) Any increase or decrease in Net Assets (after the adjustments in
       subparagraphs (2) and (3) above), over those of the immediately preceding
       Determination Date (or, in the case of the first Determination Date, the
       Initial Closing), shall then be credited or charged to the capital
       accounts of each Partner in the ratio that the balance of each account
       bears to the balance of all accounts.

            (5) The amount of any distribution to a Partner, any amount paid to
       a Partner on redemption of Units, any amount deemed received by a Partner
       on a Series Exchange of Units pursuant to Section 10(c) hereof, and any
       amount paid to the General Partner upon withdrawal of its interest in the
       Partnership shall be charged to that Partner's capital account.

     (c) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of
the end of each fiscal year of the Partnership, the Partnership's recognized
profit or loss shall be allocated among the Partners pursuant to the following
subparagraphs for federal income tax purposes. Such allocations of profit and
loss will be pro rata from net capital gain or loss and net operating income or
loss realized by the Partnership. For United States federal income tax purposes,
a distinction will be made between net short-term gain or loss and net long-term
gain or loss.

            (1) Items of ordinary income (such as interest or credits in lieu of
       interest) and expense (such as the management fees, incentive fees,
       brokerage fees and extraordinary expenses) shall be allocated pro rata
       among the Partners based on their respective capital accounts (exclusive
       of these items of ordinary income or expense) as of the end of each month
       in which the items of ordinary income or expense accrued.

            (2) Net recognized gain or loss from the Partnership's trading
       activities shall be allocated as follows (with any allocation of
       recognized gain or loss consisting of pro rata shares of capital or
       ordinary gain or loss):

                   (aa) For the purpose of allocating the Partnership's net
              recognized gain or loss among the Partners, there shall be
              established an allocation account with respect

                                      A-7
<Page>
              to each outstanding Unit. The initial balance of each allocation
              account shall be the amount paid by the Partner to the Partnership
              for the Unit. Allocation accounts shall be adjusted as of the end
              of each fiscal year and as of the date a Partner completely
              redeems his Units as follows:

                          (i) Each allocation account shall be increased by the
                     amount of income allocated to the holder of the Unit
                     pursuant to subparagraph (c)(1) above and subparagraph
                     (c)(2)(cc) below.

                          (ii) Each allocation account shall be decreased by the
                     amount of expense or loss allocated to the holder of the
                     Unit pursuant to subparagraph (c)(1) above and subparagraph
                     (c)(2)(ee) below and by the amount of any distribution the
                     holder of the Unit has received with respect to the Unit
                     (other than on redemption of the Unit).

                          (iii) When a Unit is redeemed or exchanged in a Series
                     Exchange, the allocation account with respect to such Unit
                     shall be eliminated.

                   (bb) Net recognized gain shall be allocated first to each
              Partner who has partially redeemed his Units or exchanged less
              than all his Units in a Series Exchange during the fiscal year up
              to the excess, if any, of the amount received upon redemption of
              the Units or the amount deemed received on the Series Exchange of
              the Units over the allocation account attributable to the redeemed
              Units or the Units exchanged in the Series Exchange.

                   (cc) Net recognized gain remaining after the allocation
              thereof pursuant to subparagraph (c)(2)(bb) above shall be
              allocated next among all Partners whose capital accounts are in
              excess of their Units' allocation accounts (after the adjustments
              in subparagraph (c)(2)(bb) above) in the ratio that each such
              Partner's excess bears to all such Partners' excesses. In the
              event that gain to be allocated pursuant to this subparagraph
              (c)(2)(cc) is greater than the excess of all such Partners'
              capital accounts over all such allocation accounts, the excess
              will be allocated among all Partners in the ratio that each
              Partner's capital account bears to all Partners' capital accounts.

                   (dd) Net recognized loss shall be allocated first to each
              Partner who has partially redeemed his Units or exchanged less
              than all his Units in a Series Exchange during the fiscal year up
              to the excess, if any, of the allocation account attributable to
              the redeemed Units or the Units exchanged in the Series Exchange
              over the amount received upon redemption of the Units or the
              amount deemed received on the Series Exchange of the Units.

                   (ee) Net recognized loss remaining after the allocation
              thereof pursuant to subparagraph (c)(2)(dd) above shall be
              allocated next among all Partners whose Units' allocation accounts
              are in excess of their capital accounts (after the adjustments in
              subparagraph (c)(2)(dd) above) in the ratio that each such
              Partner's excess bears to all such Partners' excesses. In the
              event that loss to be allocated pursuant to this subparagraph
              (c)(2)(ee) is greater than the excess of all such allocation
              accounts over all such Partners' capital accounts, the excess loss
              will be allocated among all Partners in the ratio that each
              Partner's capital account bears to all Partners' capital accounts.

            (3) The tax allocations prescribed by this Section 7(c) shall be
       made to each holder of a Unit whether or not the holder is a substituted
       Limited Partner. In the event that a Unit has been transferred or
       assigned pursuant to Section 10(a), the allocations prescribed by this
       Section 7(c) shall be made with respect to such Unit without regard to
       the transfer or assignment, except that in the year of transfer or
       assignment the allocations prescribed by this Section 7(c) shall be
       divided between the transferor or assignor and the transferee or assignee
       based on the number of months each held the transferred or assigned Unit.
       For

                                      A-8
<Page>
       purposes of this Section 7(c), tax allocations shall be made to the
       General Partner's Units of General Partnership Interest on a
       Unit-equivalent basis.

            (4) The allocation of profit and loss for federal income tax
       purposes set forth herein is intended to allocate taxable profits and
       loss among Partners generally in the ratio and to the extent that net
       profit and net loss are allocated to such Partners under Section 7(b)
       hereof so as to eliminate, to the extent possible, any disparity between
       a Partner's capital account and his allocation account with respect to
       each Unit then outstanding, consistent with the principles set forth in
       Section 704(c) of the Internal Revenue Code of 1986, as amended (the
       "Code").

            (d) DEFINITIONS; ACCOUNTING.

            (1) NET ASSETS. The Partnership's "Net Assets" shall mean the total
       assets of the Partnership (including, but not limited to, all cash and
       cash equivalents (valued at cost), accrued interest and amortization of
       original issue discount, and the market value of all open Futures
       Interests positions and other assets of the Partnership), less the total
       liabilities of the Partnership (including, but not limited to, one-half
       of the brokerage commissions that would be payable with respect to the
       closing of each of the Partnership's open Futures Interests positions (if
       charged on a "roundturn" basis), or brokerage fees (if charged on a "flat
       rate" basis), management fees, incentive fees, ordinary administrative
       expenses, Transaction Fees and Costs, if any, and extraordinary
       expenses), determined in accordance with generally accepted accounting
       principles consistently applied under the accrual basis of accounting.
       Unless generally accepted accounting principles require otherwise, the
       market value of a Futures Interest traded on a United States exchange
       shall be determined using the settlement price on the exchange on which
       the particular Futures Interest was traded by the Partnership on the day
       with respect to which Net Assets are being determined; provided, however,
       that if a Futures Interest could not have been liquidated on such day due
       to the operation of daily limits or other rules of the exchange upon
       which that Futures Interest shall be traded or otherwise, the settlement
       price on the first subsequent day on which the Futures Interest could
       have been liquidated shall be the market value of such Futures Interest
       for such day. The market value of a forward contract or a Futures
       Interest traded on a foreign exchange or off an exchange shall mean its
       market value as determined by the General Partner on a basis consistently
       applied for each different variety of forward contract or Futures
       Interest.

            (2) NET ASSET VALUE. The "Net Asset Value" of a Unit shall mean the
       Net Assets allocated to capital accounts represented by Units divided by
       the aggregate number of Units.


     (e) EXPENSES AND LIMITATIONS THEREOF. Morgan Stanley DW shall pay all of
the organizational, Initial Offering and continuing offering expenses of the
Partnership (including, but not limited to, legal, accounting, and auditing
fees, printing costs, filing fees, escrow fees, marketing costs and expenses,
and other related expenses), and shall not be reimbursed therefor. Any such
offering expenses in connection with a subsequent offering of Units shall not be
paid by the Partnership.



     Subject to the limits set forth below, and except to the extent that Morgan
Stanley DW or an affiliate has agreed to pay any such fees, costs, or expenses
as provided in the Prospectus, the Partnership shall pay its operational
expenses. The General Partner shall not be reimbursed by the Partnership for any
costs incurred by it relating to office space, equipment, and staff necessary
for Partnership operations and administration of redemptions and Series
Exchanges of Units. The Partnership will be obligated to pay any extraordinary
expenses (determined in accordance with generally accepted accounting
principles) it may incur.


     The Partnership's assets held by any Commodity Broker, as provided in
Section 7(i), may be used as margin solely for the Partnership's trading. The
Partnership shall bear all commodity brokerage fees and commissions and, except
as otherwise set forth herein or described in the Prospectus, shall be obligated
to pay all liabilities incurred by it, including, without limitation, all

                                      A-9
<Page>
fees and expenses incurred in connection with its trading activities (including,
but not limited to, floor brokerage fees, exchange fees, clearinghouse fees, NFA
fees, "give up" fees, any third party clearing costs incurred by a Commodity
Broker, costs associated with the taking of delivery of Futures Interests, fees
for the execution of forward contract transactions, and fees for the execution
of cash transactions relating to the exchange of futures for physical
transactions (collectively, "Transaction Fees and Costs")), and management and
incentive fees payable to any Trading Advisor. Appropriate reserves may be
created, accrued, and charged against Net Assets for contingent liabilities, if
any, as of the date any such contingent liability becomes known to the General
Partner. Such reserves shall reduce the Net Asset Value of interests in the
Partnership for all purposes, including redemptions and Series Exchanges.


     The following special limits shall apply to the Partnership's fees and
expenses, in accordance with Section IV.C of the NASAA Guidelines: (a) the
aggregate of (i) the management fees payable by the Partnership to the Trading
Advisor(s), and (ii) the Partnership's customary and routine administrative
expenses (other than commodity brokerage commissions or fees, Transaction Fees
and Costs, incentive fees, legal and auditing fees and expenses, and
extraordinary expenses), if such expenses are being paid directly by the
Partnership, shall not exceed 1/2 of 1% of the Partnership's Net Assets per
month, or 6% of the Partnership's Net Assets annually; (b) the incentive fees
payable by the Partnership to any Trading Advisor shall not exceed 15% of the
Partnership's "Trading Profits" (as defined in the Prospectus) attributable to
such Trading Advisor for the applicable calculation period [CHARTER MSFCM ONLY:
which shall be quarterly with regard to any portion of the Partnership's Net
Assets which are traded by a Trading Advisor which is an Affiliate of the
General Partner, Morgan Stanley DW or any other Commodity Broker, unless the
NASAA Guidelines are amended to permit use of a different calculation period for
such a Trading Advisor], provided that such incentive fees may be increased by
2% for each 1% by which the aggregate fees and expenses described in clause (a)
of this sentence are below the 6% of Net Assets annual limit thereon (e.g., if
such fees and expenses are 4% of Net Assets, the maximum incentive fee payable
may be increased to 19%); (c) any "roundturn" brokerage commissions (excluding
Transaction Fees and Costs) payable by the Partnership to any Commodity Broker
shall not exceed 80% of such Commodity Broker's published non-member rates for
speculative accounts; and (d) the aggregate of (i) the brokerage commissions or
fees payable by the Partnership to any Commodity Broker, (ii) any Transaction
Fees and Costs separately payable by the Partnership, and (iii) any net excess
interest and compensating balance benefits to any Commodity Broker (after
crediting the Partnership with interest), shall not exceed 14% annually of the
Partnership's average monthly Net Assets as of the last day of each month during
each calendar year. The General Partner or an Affiliate thereof shall pay and
shall not be reimbursed for any fees and expenses in excess of any such limits.


     (f) LIMITED LIABILITY OF LIMITED PARTNERS. Each Unit, when purchased by a
Limited Partner in accordance with the terms of this Agreement, shall be fully
paid and nonassessable. No Limited Partner shall be liable for the Partnership's
obligations in excess of such Partner's unredeemed capital contribution,
undistributed profits, if any, and any distributions and amounts received upon
redemption of Units or deemed received on a Series Exchange of Units, together
with interest thereon. The Partnership shall not make a claim against a Limited
Partner with respect to amounts distributed to such Partner or amounts received
by such Partner upon redemption of Units or deemed received upon a Series
Exchange of Units, unless the Net Assets of the Partnership (which shall not
include any right of contribution from the General Partner except to the extent
previously made by it pursuant to this Agreement) shall be insufficient to
discharge the liabilities of the Partnership which shall have arisen prior to
the payment of such amounts.

     (g) RETURN OF LIMITED PARTNER'S CAPITAL CONTRIBUTION. Except to the extent
that a Limited Partner shall have the right to withdraw capital through
redemption or Series Exchange of Units in accordance with Section 10(b) or (c),
no Limited Partner shall have any right to demand the return of his capital
contribution or any profits added thereto, except upon termination and
dissolution of the Partnership. In no event shall a Limited Partner be entitled
to demand or receive from the Partnership property other than cash.

                                      A-10
<Page>

     (h) DISTRIBUTIONS. The General Partner shall have sole discretion in
determining what distributions (other than on redemption or Series Exchange of
Units), if any, the Partnership shall make to its Partners. If made, all
distributions shall be pro rata in accordance with the respective capital
accounts of the Partners and may be made by credit to a Limited Partner's
account with Morgan Stanley DW or by check if such account is closed.



     (i) INTEREST ON ASSETS. The Partnership shall deposit all of its assets
with such Commodity Broker(s) as the Partnership shall utilize from time to
time, and such assets shall be used by the Partnership to engage in Futures
Interests trading. Unless provided otherwise in the Prospectus, such assets will
be invested in securities permitted by the CFTC for investment of customer funds
or held in non-interest-bearing accounts, and such Commodity Broker(s) will
credit the Partnership at month-end with interest income as set forth in the
Prospectus or as otherwise set forth in a notice to Limited Partners. [CHARTER
MSFCM ONLY: If the Partnership invests in securities permitted by the CFTC for
investment of customer funds, the Partnership will receive the interest on such
securities.]


8.  MANAGEMENT AND TRADING POLICIES.

     (a) MANAGEMENT OF THE PARTNERSHIP. Except as may be otherwise specifically
provided herein, the General Partner, to the exclusion of all Limited Partners,
shall conduct and manage the business of the Partnership, including, without
limitation, the investment of the funds of the Partnership. No Limited Partner
shall have the power to represent, act for, sign for, or bind the General
Partner or the Partnership. Except as provided herein, no Partner shall be
entitled to any salary, draw, or other compensation from the Partnership. Each
Limited Partner hereby undertakes to furnish to the General Partner such
additional information as may be determined by the General Partner to be
required or appropriate for the Partnership to open and maintain an account or
accounts with the Partnership's Commodity Broker(s) for the purpose of trading
in Futures Interests.

     The General Partner shall be under a fiduciary duty to conduct the affairs
of the Partnership in the best interests of the Partnership. The Limited
Partners will under no circumstances be permitted to contract away, or be deemed
to have contracted away, the fiduciary obligations owed them by the General
Partner under statutory or common law. The General Partner shall have fiduciary
responsibility for the safekeeping of all of the funds and assets of the
Partnership, whether or not in its immediate possession or control, and the
General Partner shall not employ, or permit another to employ, such funds or
assets in any manner except for the benefit of the Partnership.

     (b) THE GENERAL PARTNER. The General Partner, on behalf of the Partnership,
shall retain one or more Trading Advisors to make all trading decisions for the
Partnership, and shall delegate complete trading discretion to such Trading
Advisor(s); provided, however, that the General Partner may override any trading
instructions: (i) that the General Partner, in its sole discretion, determines
to be in violation of any trading policy of the Partnership, as set forth in
subsection (c) below; (ii) to the extent the General Partner believes doing so
is necessary for the protection of the Partnership; (iii) to terminate the
Futures Interests trading of the Partnership; (iv) to comply with applicable
laws or regulations; or (v) as and to the extent necessary, upon the failure of
a Trading Advisor to comply with a request to make the necessary amount of funds
available to the Partnership within five days of such request, to fund
distributions, redemptions, or reapportionments among Trading Advisors or to pay
the expenses of the Partnership; and provided, further, that the General Partner
may make trading decisions at any time at which a Trading Advisor shall become
incapacitated or some other emergency shall arise as a result of which such
Trading Advisor shall be unable or unwilling to act and a successor Trading
Advisor has not yet been retained.


     The Partnership shall not enter into any agreement with the General
Partner, Morgan Stanley DW, MS & Co., MSDW, or their respective Affiliates
(other than a selling agreement as contemplated by Section 6) which has a term
of more than one year and which does not provide


                                      A-11
<Page>

that it shall be terminable by the Partnership without penalty upon 60 days'
prior written notice by the Partnership; provided, however, that any such
agreement may provide for automatic renewal for additional one-year terms unless
either the Partnership or the other party to such agreement, upon written notice
given not less than 60 days prior to the original termination date or any
extended termination date, notifies the other party of its intention not to
renew.


     Subject to the foregoing paragraph, the General Partner is hereby
authorized, on behalf of the Partnership, to enter into the form of management
agreement described in the Prospectus (each, a "Management Agreement") with each
Trading Advisor described in the Prospectus, and to cause the Partnership to pay
to each such Trading Advisor the management and incentive fees provided for in
the applicable Management Agreement, as described in the Prospectus.

     The General Partner is further authorized: (a) to modify (including
changing the form and amount of compensation and other arrangements and terms)
or terminate any Management Agreement in its sole discretion in accordance with
the terms of such Management Agreement and to employ from time to time other
Trading Advisors pursuant to management agreements having such terms and
conditions and providing for such form and amount of compensation as the General
Partner in its sole discretion shall deem to be in the best interests of the
Partnership, which terms may include provision for the payment of an incentive
fee to a new or replacement Trading Advisor or Advisors which shall be based on
any trading profits which shall be earned by such Trading Advisor(s),
irrespective of whether such profits shall exceed trading losses incurred by any
previous or existing Trading Advisor or Advisors or by the Partnership as a
whole; (b) to enter into the Customer Agreements described in the Prospectus
(each, a "Customer Agreement") with the Commodity Brokers described in the
Prospectus, and to cause the Partnership to pay to such Commodity Brokers
brokerage fees or commissions and Transaction Fees and Costs at the rates
provided for in the Customer Agreements and as described in the Prospectus; and
(c) to modify (including changing the form and amount of compensation and other
arrangements and terms) and terminate any Customer Agreement in its sole
discretion in accordance with the terms of such agreement and to employ from
time to time other Commodity Brokers pursuant to customer agreements having such
terms and conditions and providing for such form and amount of compensation as
the General Partner in its sole discretion shall deem to be in the best
interests of the Partnership, provided, however, that the General Partner shall
review at least annually the brokerage arrangements with the Partnership to
ensure that the brokerage fees or commissions paid to any Commodity Broker are
fair, reasonable, and competitive, and represent the best price and services
available, taking into consideration: (i) the size of the Partnership; (ii) the
Futures Interests trading activity; (iii) the services provided by the Commodity
Broker or any Affiliate thereof to the Partnership; (iv) the costs incurred by
the Commodity Broker or any Affiliate thereof in organizing and operating the
Partnership and offering Units; (v) the overall costs to the Partnership; (vi)
any excess interest and compensating balance benefits to the Commodity Broker
from assets held thereby; and (vii) if the General Partner is an Affiliate of
the Commodity Broker, the risks incurred by and the obligations of the General
Partner as such. Any modifications to any of the foregoing compensation
arrangements shall be subject to the limits described in the fourth paragraph of
Section 7(e) and the notice requirements of Section 9.

     The General Partner may subdivide or combine Units in its discretion,
provided that no such subdivision or combination shall affect the Net Asset
Value of any Limited Partner's interest in the Partnership.

     (c) GENERAL TRADING POLICIES. The General Partner shall require any Trading
Advisor retained by the Partnership to follow the trading policies set forth
below. The following trading policies are applicable to the Partnership as a
whole and do not apply to the trading of any individual Trading Advisor.


            1. The Trading Advisor will trade only in those Futures Interests
       that have been approved by the General Partner. The Partnership normally
       will not establish new positions in a Futures Interest for any one
       contract month or option if such additional positions would result in a
       net long or short position for that Futures Interest requiring as


                                      A-12
<Page>

       margin or premium more than 15% of the Partnership's Net Assets. [CHARTER
       MSFCM ONLY: In addition, the Partnership will, except under extraordinary
       circumstances, maintain positions in Futures Interests in at least two
       market segments (i.e., agricultural items, industrial items (including
       energies), metals, currencies, and financial instruments (including
       stock, financial, and economic indexes)) at any one time.]


            2. The Partnership will not acquire additional positions in any
       Futures Interest if such additional positions would result in the
       aggregate net long or short positions for all Futures Interests requiring
       as margin or premium for all outstanding positions more than 66 2/3% of
       the Partnership's Net Assets. Under certain market conditions, such as an
       abrupt increase in margins required by a commodity exchange or its
       clearinghouse or an inability to liquidate open positions because of
       daily price fluctuation limits, or both, the Partnership may be required
       to commit as margin amounts in excess of the foregoing limit. In such
       event, the Trading Advisor will reduce its open positions to comply with
       the foregoing limit before initiating new positions.


            3. The Partnership will trade currencies and other commodities in
       the interbank and forward contract markets only with banks, brokers,
       dealers, and other financial institutions which the General Partner, in
       conjunction with Morgan Stanley DW, has determined to be creditworthy. In
       determining the creditworthiness of a counterparty to a forward contract,
       the General Partner and Morgan Stanley DW will consult with the Corporate
       Credit Department of Morgan Stanley DW.


            4. The Trading Advisor will not generally take a position after the
       first notice day in any Futures Interest during the delivery month of
       that Futures Interest, except to match trades to close out a position on
       the interbank foreign currency or other forward markets or liquidate
       trades in a limit market.

            5. The Partnership will not employ the trading technique commonly
       known as "pyramiding," in which the speculator uses unrealized profits on
       existing positions in a given Futures Interest due to favorable price
       movement as margin specifically to buy or sell additional positions in
       the same or a related Futures Interest. Taking into account the
       Partnership's open trade equity on existing positions in determining
       generally whether to acquire additional Futures Interest positions on
       behalf of the Partnership will not be considered to constitute
       "pyramiding."

            6. The Partnership will not under any circumstances lend money to
       Affiliates or otherwise. The Partnership will not utilize borrowings
       except if the Partnership purchases or takes delivery of commodities. If
       the Partnership borrows money from the General Partner or any Affiliate
       thereof, the lending entity in such case (the "Lender") may not receive
       interest in excess of its interest costs, nor may the Lender receive
       interest in excess of the amounts which would be charged the Partnership
       (without reference to the General Partner's financial abilities or
       guarantees) by unrelated banks on comparable loans for the same purpose,
       nor may the Lender or any Affiliate thereof receive any points or other
       financing charges or fees regardless of the amount. Use of lines of
       credit in connection with its forward trading does not, however,
       constitute borrowing for purposes of this trading limitation.

            7. The Partnership will not permit "churning" of the Partnership's
       assets.

            8. The Partnership will not purchase, sell, or trade securities
       (except securities permitted by the CFTC for investment of customer
       funds). The Partnership may, however, trade in futures contracts on
       securities and securities indexes, options on such futures contracts, and
       other commodity options.

     (d) CHANGES TO TRADING POLICIES. The General Partner shall not make any
material change in the trading policies in Section 8(c) without obtaining prior
written approval of Limited Partners owning more than 50% of the Units then
outstanding.

                                      A-13
<Page>
     (e) MISCELLANEOUS. The General Partner may take such other actions as it
deems necessary or desirable to manage the business of the Partnership,
including, but not limited to, the following: opening bank accounts and paying
or authorizing the payment of distributions to the Partners and the expenses of
the Partnership, such as brokerage fees and commissions, management and
incentive fees, ordinary and extraordinary expenses, and Transaction Fees and
Costs.

     The General Partner shall prepare or cause to be prepared and shall file on
or before the due date (or any extension thereof) any federal, state, or local
tax returns which shall be required to be filed by the Partnership. The General
Partner shall cause the Partnership to pay any taxes payable by the Partnership;
provided, however, that the General Partner shall not be required to cause the
Partnership to pay any tax so long as the General Partner or the Partnership
shall be in good faith and by appropriate legal proceedings contesting the
validity, applicability, or amount thereof and such contest shall not materially
endanger any right or interest of the Partnership.

     The General Partner shall be authorized to perform all duties imposed by
Sections 6221 through 6233 of the Code on the General Partner as "tax matters
partner" of the Partnership, including, but not limited to, the following: (a)
the power to conduct all audits and other administrative proceedings with
respect to Partnership tax items; (b) the power to extend the statute of
limitations for all Limited Partners with respect to Partnership tax items; (c)
the power to file a petition with an appropriate federal court for review of a
final Partnership administrative adjustment; and (d) the power to enter into a
settlement with the Internal Revenue Service on behalf of, and binding upon,
those Limited Partners having less than a 1% interest in the Partnership, unless
a Limited Partner shall have notified the Internal Revenue Service and the
General Partner that the General Partner may not act on such Partner's behalf.

     If the Partnership is required to withhold United States taxes on income
with respect to Units held by Limited Partners who are nonresident alien
individuals, foreign corporations, foreign partnerships, foreign trusts, or
foreign estates, the General Partner may, but is not required to, pay such tax
out of its own funds and then be reimbursed out of the proceeds of any
distribution or redemption with respect to such Units.

     The General Partner shall keep at the principal office of the Partnership
such books and records relating to the business of the Partnership as it deems
necessary or advisable, as are required by the Commodity Exchange Act, as
amended (the "CEAct"), and the CFTC's rules and regulations thereunder, or as
shall be required by other regulatory bodies, exchanges, boards, and authorities
having jurisdiction. Such books and records shall be retained by the Partnership
for not less than five years.

     The Partnership's books and records shall be available to Limited Partners
or their authorized attorneys or agents for inspection and copying during normal
business hours of the Partnership and, upon request, the General Partner shall
send copies of same to any Limited Partner upon payment by him of reasonable
reproduction and distribution costs. Any subscription documentation executed by
a Limited Partner in connection with his purchase of Units, Series Exchange or
Non-Series Exchange, as applicable, shall be retained by the Partnership for not
less than six years.

     Except as described herein or in the Prospectus, no person may receive,
directly or indirectly, any advisory, management, or incentive fee for
investment advice who shares or participates in per trade commodity brokerage
commissions paid by the Partnership. No Commodity Broker for the Partnership may
pay, directly or indirectly, rebates or "give-ups" to the General Partner or any
Trading Advisor, and such prohibitions may not be circumvented by any reciprocal
business arrangements. Assets of the Partnership shall not be commingled with
assets of any other person. Margin deposits and deposits of assets with a
Commodity Broker shall not constitute commingling.

     The General Partner shall devote such time and resources to the
Partnership's business and affairs as it, in its sole discretion, shall deem
necessary or advisable to effectively manage the Partnership. Subject to Section
5, the General Partner may engage in other business activities and

                                      A-14
<Page>
shall not be required to refrain from any other activity or disgorge any profits
from any such activity, whether as general partner of additional partnerships
formed for investment in Futures Interests or otherwise. The General Partner may
engage and compensate, on behalf and from funds of the Partnership, such
persons, firms, or corporations, including any Affiliate of the General Partner,
as the General Partner in its sole judgment shall deem advisable for the conduct
and operation of the business of the Partnership; provided, however, that,
except as described herein and in the Prospectus, the General Partner shall not
engage any such Affiliate to perform services for the Partnership without having
made a good faith determination that: (i) the Affiliate which it proposes to
engage to perform such services is qualified to do so (considering the prior
experience of the Affiliate or the individuals employed thereby); (ii) the terms
and conditions of the agreement pursuant to which such Affiliate is to perform
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise
determined by the General Partner to be fair and reasonable to the Partnership
and the Limited Partners; and (iii) the maximum period covered by the agreement
pursuant to which such Affiliate is to perform services for the Partnership
shall not exceed one year, and such agreement shall be terminable without
penalty upon 60 days' prior written notice by the Partnership. Nothing contained
in the preceding sentence shall prohibit the General Partner from receiving
reimbursement from the Partnership for expenses advanced on behalf of the
Partnership (other than organizational and offering expenses).

     No person dealing with the General Partner shall be required to determine
its authority to make any undertaking on behalf of the Partnership or to
determine any fact or circumstance bearing upon the existence of its authority.

9.  AUDITS; REPORTS TO LIMITED PARTNERS.

     The Partnership's books shall be audited annually by an independent
certified public accounting firm selected by the General Partner in its sole
discretion. The Partnership shall cause each Partner to receive: (a) within 90
days after the close of each fiscal year an annual report containing audited
financial statements (including a statement of income and a statement of
financial condition) of the Partnership for the fiscal year then ended, prepared
in accordance with generally accepted accounting principles and accompanied by a
report of the accounting firm which audited such statements, and such other
information as the CFTC and NFA may from time to time require (such annual
reports will provide a detailed statement of any transactions with the General
Partner or its Affiliates and of fees, commissions and any compensation paid or
accrued to the General Partner or its Affiliates for the fiscal year completed,
showing the amount paid or accrued to each recipient and the services
performed); (b) within 75 days after the close of each fiscal year (but in no
event later than March 15 of each year) such tax information relating to the
Partnership as is necessary for such Partner to complete his federal income tax
return; (c) within 30 days after the close of each calendar month, such
financial and other information with respect to the Partnership as the CFTC and
NFA from time to time shall require in monthly reports, together with
information concerning any material change in the brokerage commissions and fees
payable by the Partnership to any Commodity Broker; and (d) at such times as
shall be necessary or advisable in the General Partner's sole discretion, such
other information as the CFTC and NFA from time to time shall require under the
CEAct to be given to participants in commodity pools.

     In addition, if any of the following events occurs, notice of such event,
including a description of the redemption and voting rights of Limited Partners,
as set forth in Sections 10(b) and 15, shall be mailed to each Limited Partner
within seven business days after the occurrence of such event: (a) a decrease in
the Net Asset Value of a Unit as of the close of business on any business day to
50% or less of the Net Asset Value for such Unit as of the end of the
immediately preceding month; (b) any material amendment to this Agreement; (c)
any change in Trading Advisors or any material change in the Management
Agreement with a Trading Advisor; (d) any change in Commodity Brokers or any
material change in the compensation arrangements with a Commodity Broker; (e)
any change in general partners or any material change in the compensation

                                      A-15
<Page>
arrangements with a general partner; (f) any change in the Partnership's fiscal
year; (g) any material change in the Partnership's trading policies; or (h)
cessation of Futures Interests trading by the Partnership. In the case of a
notice given in accordance with clause (a) of the immediately preceding
sentence: (i) such notice shall also advise Limited Partners that a "Special
Redemption Date," on a date specified in such notice (but in no event earlier
than 15, nor later than 45, days after the mailing of such notice), will take
place as of which Limited Partners may redeem their Units in the same manner as
provided in Section 10(b) for regular Redemption Dates (a Special Redemption
Date may take place on a regular Redemption Date); and (ii) following the close
of business on the date of the 50% decrease giving rise to such notice, the
Partnership shall liquidate all existing positions as promptly as reasonably
practicable and shall suspend all Futures Interests trading through the Special
Redemption Date. Thereafter, the General Partner shall determine whether to
reinstitute Futures Interests trading or to terminate the Partnership. As used
herein, "material change in the Partnership's trading policies" shall mean any
material change in those trading policies specified in Section 8(c).

     The Net Asset Value of a Unit shall be determined daily by the General
Partner, and the most recent Net Asset Value calculation shall be promptly
supplied by the General Partner in writing to any Limited Partner after the
General Partner shall have received a written request from such Partner.

     In addition, no increase (subject to the limits in the fourth paragraph of
Section 7(e)) in any of the management, incentive, or brokerage fees payable by
the Partnership, or any caps (other than those described in the fourth paragraph
of Section 7(e)) on management fees, incentive fees, brokerage commissions or
fees, Transaction Fees and Costs, ordinary administrative expenses, or net
excess interest or compensating balance benefits, all as described in the
Prospectus, may take effect until the first business day following a Redemption
Date, provided that: (i) notice of such increase is mailed to each Limited
Partner at least five business days prior to the last date on which a Request
for Redemption must be received by the General Partner with respect to the
applicable Redemption Date; (ii) such notice shall describe the redemption and
voting rights of Limited Partners, as set forth in Sections 10(b) and 15; and
(iii) Limited Partners redeeming Units at the first Redemption Date following
such notice shall not be subject to the redemption charges described in Section
10(b).

     In addition, following each Closing, the General Partner shall send written
notice to any Limited Partner which has acquired of record more than five
percent of the outstanding Units of the Partnership, so that such Limited
Partner may comply with the reporting requirements of Section 13(d) and (g) of
the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
promulgated thereunder.

10.  TRANSFER; REDEMPTION OF UNITS; EXCHANGE PRIVILEGE.

     (a) TRANSFER. A Limited Partner may transfer or assign his Units only as
provided in this Section 10(a). No transferee or assignee shall become a
substituted Limited Partner unless the General Partner first consents to such
transfer or assignment in writing, which consent may not be unreasonably
withheld. Any transfer or assignment of Units which is permitted hereunder shall
be effective as of the end of the month in which such transfer or assignment is
made; provided, however, that the Partnership need not recognize any transfer or
assignment until it has received at least 30 days' prior written notice thereof
from the Limited Partner, which notice shall set forth the address and social
security or taxpayer identification number of the transferee or assignee and the
number of Units to be transferred or assigned, and which notice shall be signed
by the Limited Partner. No transfer or assignment of Units will be effective or
recognized by the Partnership if the transferee or assignee, or the transferor
or assignor (if fewer than all Units held by the transferor or assignor are
being transferred or assigned), would, by reason of such transfer or assignment,
acquire Units which do not meet the minimum initial subscription requirements,
as described in the Prospectus; provided, however, that the foregoing
restriction shall not apply to transfers or assignments of Units (i) by the way
of gift or inheritance, (ii) to any members of the Limited

                                      A-16
<Page>
Partner's family, (iii) resulting from divorce, annulment, separation or similar
proceedings, or (iv) to any person who would be deemed an Affiliate of the
Limited Partner (for purposes of this clause (iv), the term "Affiliate" also
includes any partnership, corporation, association, or other legal entity for
which such Limited Partner acts as an officer, director or partner). No transfer
or assignment shall be permitted unless the General Partner is satisfied that
(i) such transfer or assignment would not be in violation of the Act or
applicable federal, state, or foreign securities laws, and (ii) notwithstanding
such transfer or assignment, the Partnership shall continue to be classified as
a partnership rather than as an association taxable as a corporation under the
Code. No transfer or assignment of Units shall be effective or recognized by the
Partnership if such transfer or assignment would result in the termination of
the Partnership for federal income tax purposes, and any attempted transfer or
assignment in violation hereof shall be ineffective to transfer or assign any
such Units. Any transferee or assignee of Units who has not been admitted to the
Partnership as a substituted Limited Partner shall not have any of the rights of
a Limited Partner, except that such person shall receive that share of capital
and profits, shall have that right of redemption, and shall remain subject to
the other terms of this Agreement binding upon Limited Partners. No Limited
Partner shall have any right to approve of any person becoming a substituted
Limited Partner. The Limited Partner shall bear all costs (including any
attorneys' and accountants' fees) related to such transfer or assignment of his
Units.

     In the event that the General Partner consents to the admission of a
substituted Limited Partner pursuant to this Section 10(a), the General Partner
is hereby authorized to take such actions as may be necessary to reflect such
substitution of a Limited Partner.

     (b) REDEMPTION. Except as set forth below and in accordance with the terms
hereof, a Limited Partner (or any assignee thereof) may withdraw all or part of
his unredeemed capital contribution and undistributed profits, if any, by
requiring the Partnership to redeem all or part of his Units at the Net Asset
Value thereof, reduced as hereinafter described (any such withdrawal being
herein referred to as a "Redemption"). Redemptions may only be made in whole
Units, with a minimum amount of 100 Units required for each redemption, unless a
Limited Partner is redeeming his entire interest in the Partnership.


     Except as otherwise provided in Section 6, Units may be redeemed at the
option of a Limited Partner as of, but not before, the sixth month-end following
the closing at which the Limited Partner first becomes a Limited Partner of the
Partnership or a limited partner of any other partnership offering Units
pursuant to the Prospectus (all such partnerships shall be defined collectively
as the "Charter Series Partnerships" or individually as a "Charter Series
Partnership"). Thereafter, Units may be redeemed as of the end of any month.
However, any Unit redeemed at or prior to the end of the twelfth or
twenty-fourth full month following the closing at which such Unit was issued
will be assessed a redemption charge equal to 2% or 1%, respectively, of the Net
Asset Value of a Unit on the date of such redemption. The foregoing charges will
be paid to Morgan Stanley DW. A Limited Partner who purchased Units pursuant to
a Non-Series Exchange (as defined in the Prospectus) will not be subject to the
foregoing redemption charges with respect to such Units. The number of Units
(determined on a per closing basis), expressed as a percentage of Units
purchased, which is not subject to a redemption charge is determined by dividing
(a) the dollar amount used in a Non-Series Exchange to purchase Units by (b) the
total investment in the Partnership. Limited Partners who redeem units of
limited partnership interest in a Charter Series Partnership and have either
paid a redemption charge with respect to such units, or have held such units for
at least two years and subsequently purchase Units, will not be subject to
redemption charges on the new Units under the following conditions: (a) the
subscriber must subscribe for new Units prior to the one-year anniversary of the
effective date of the redemption of the units of limited partnership in the
other Charter Series Partnership, (b) the subscriber will not be subject to
redemption charges with respect to the amount of the subscription for the new
Units up to the amount of the proceeds of the redemption (net of any redemption
charges), and (c) the subscriber must hold the newly acquired Units for six
months from the date of purchase before such Units may be redeemed or exchanged
pursuant to a Series Exchange. Such subscribers remain subject to the minimum
purchase and suitability requirements. In addition, redemption


                                      A-17
<Page>

charges may not be imposed for certain large purchasers of units of limited
partnership interest in the Charter Series Partnerships, as provided in the
Prospectus. A Limited Partner who redeems Units pursuant to a Series Exchange
will not be subject to redemption charges with respect to the redeemed Units.
Units acquired pursuant to a Series Exchange will be deemed as having the same
purchase date as the Units exchanged for purposes of determining the
applicability of any redemption charges. Furthermore, a Limited Partner
redeeming Units at the first Redemption Date following notice of an increase in
certain fees in accordance with the fourth paragraph of Section 9 will not be
subject to the foregoing redemption charges. Redemptions of Units will be deemed
to be in the order in which they are purchased (assuming purchases at more than
one closing), with the Units not subject to a redemption charge being deemed to
be the first Units purchased at a closing.


     Redemption of a Limited Partner's Units shall be effective as of the last
day of the first month ending after an irrevocable Request for Redemption in
proper form shall have been received by the General Partner ("Redemption Date");
provided, that all liabilities, contingent or otherwise, of the Partnership
(except any liability to Partners on account of their capital contributions)
shall have been paid or there shall remain property of the Partnership
sufficient to pay them. As used herein, "Request for Redemption" shall mean a
letter in the form specified by the General Partner and received by the General
Partner by 5:00 p.m. (New York City time) at least five business days prior to
the date on which such Redemption is to be effective. A form of Request for
Redemption is annexed to this Agreement. Additional forms of Request for
Redemption may be obtained by written request to the General Partner.


     Upon Redemption, a Limited Partner (or any assignee thereof) shall receive
from the Partnership for each Unit redeemed an amount equal to the Net Asset
Value thereof as of the Redemption Date, less any redemption charges and any
amount owing by such Partner (and his assignee, if any) to the Partnership
pursuant to Section 14(d). If a Redemption is requested by an assignee, all
amounts owed to the Partnership under Section 14(d) by the Partner to whom such
Unit was sold, as well as all amounts owed by all assignees of such Unit, shall
be deducted from the Net Asset Value of such Unit upon Redemption. The General
Partner shall endeavor to pay Redemptions within 10 business days after the
Redemption Date, except that under special circumstances (including, but not
limited to, the inability on the part of the Partnership to liquidate Futures
Interests positions or the default or delay in payments which shall be due the
Partnership from commodity brokers, banks, or other persons), the Partnership
may delay payment to Partners requesting Redemption of Units of the
proportionate part of the Net Asset Value of the Units represented by the sums
which are the subject of such default or delay. Redemptions will be made by
credit to the Limited Partner's customer account with Morgan Stanley DW or by
check mailed to the Limited Partner if such account is closed. The General
Partner may, in its absolute discretion, waive any restrictions or charges
applicable to redemptions.


     The foregoing terms and conditions in this Section 10(b), other than those
in the second paragraph hereof prohibiting redemptions before the sixth
month-end following the closing at which a person first becomes a Limited
Partner, shall also apply to redemptions effected on "Special Redemption Dates"
held in accordance with Section 9.

     The General Partner shall be authorized to execute, file, record, and
publish, on behalf of the Partnership and each Partner, such amendments to this
Agreement and such other documents as shall be necessary or desirable to reflect
any Redemption pursuant to this Section 10(b).

     (c) EXCHANGE PRIVILEGE. Except as set forth below, a Limited Partner (or
any assignee thereof) may redeem his Units effective as of the last business day
of any month and authorize the General Partner to use the net proceeds of such
redemption to purchase units of limited partnership interest of another Charter
Series Partnership (such a transfer between Charter Series Partnerships being
herein referred to as a "Series Exchange"). Series Exchanges shall only be
permitted by a Limited Partner beginning as of, but not before, the sixth
month-end following the closing at which a Limited Partner first became a
limited partner of a Charter Series Partnership. The

                                      A-18
<Page>
minimum amount of any Series Exchange is 500 Units, unless a Limited Partner is
liquidating his entire interest in the other Charter Series Partnership;
provided, however, that the minimum amount of a Series Exchange for Limited
Partners that already own Units in the Charter Series Partnership being
purchased and desire to make an additional investment in such Partnership is 100
Units.


     A Series Exchange shall be effective as of the last business day of the
month ending after an Exchange Agreement and Power of Attorney in proper form
has been received by the General Partner ("Exchange Date"), provided, that the
Partnership has assets sufficient to discharge its liabilities and to redeem
Units on the Exchange Date. As used herein, "Exchange Agreement and Power of
Attorney" shall mean the form annexed to the Prospectus as Exhibit B (or such
other form as permitted by the General Partner), sent by a Limited Partner (or
any assignee thereof) to a Morgan Stanley branch office and received by the
General Partner at least 5 business days prior to the Exchange Date. Additional
forms of the Exchange Agreement and Power of Attorney may be obtained by written
request to the General Partner or from a local Morgan Stanley branch office.
Upon requesting a Series Exchange, a Limited Partner shall have authorized the
General Partner to redeem the number of Units specified therein and to utilize
the net proceeds of such redemption to purchase an amount of units of limited
partnership interest of one or more other Charter Series Partnerships as
specified in the Exchange Agreement and Power of Attorney. The General Partner
shall cause the net proceeds of the redemption to be delivered to the Charter
Series Partnership(s) issuing and selling units of limited partnership interest
to the redeeming Limited Partner, and shall cause to be mailed to such Limited
Partner, within 20 business days after such Exchange Date, a written
confirmation thereof.


     As of each Exchange Date, the Partnership shall issue and sell Units with a
total Net Asset Value equal to the net proceeds of redemptions from limited
partners of other Charter Series Partnerships requesting Units on a Series
Exchange, provided, that the General Partner, in its capacity as the general
partner of each of the Charter Series Partnerships, has (i) timely received a
properly executed Exchange Agreement and Power of Attorney verifying that such
units of limited partnership interest in the other Charter Series Partnership(s)
subject to such Series Exchange are owned by the person requesting such Series
Exchange and acknowledging that the limited partner thereof remains eligible to
purchase Units, and (ii) caused the net proceeds from units of limited
partnership interest in the other Charter Series Partnership(s) being redeemed
to be transferred to the Partnership in payment of such Units. Each Unit to be
purchased with the net proceeds of a redemption of units of limited partnership
interest from another Charter Series Partnership shall be issued and sold by the
Partnership at a price per Unit equal to 100% of the Net Asset Value of a Unit
as of the close of business on the relevant Exchange Date.

     Each Limited Partner understands that its ability to effect a Series
Exchange in another Charter Series Partnership is conditioned upon units of
limited partnership interest of other Charter Series Partnerships being
registered and qualified for sale pursuant to a current Prospectus immediately
prior to each Exchange Date. The General Partner shall not have any obligation
to have units of limited partnership interest in other Charter Series
Partnerships registered under federal, state or foreign securities laws, and may
withdraw or terminate such registrations at any time. In the event that not all
Exchange Agreements and Powers of Attorney can be processed because an
insufficient number of units of limited partnership interest are available for
sale on an Exchange Date, the General Partner is hereby authorized to allocate
units of limited partnership interest in any manner which it deems is reasonable
under the circumstances and may allocate a substantial portion of such units of
limited partnership interest to new subscribers for Units.

     The General Partner, on behalf of the Partnership and each Partner, is
authorized to execute, file, record, and publish such amendments to this
Agreement and such other documents as shall be necessary to reflect any Series
Exchange pursuant to this Section 10(c).

                                      A-19
<Page>
11.  SPECIAL POWER OF ATTORNEY.

     Each Limited Partner, by the execution of this Agreement, does irrevocably
constitute and appoint the General Partner, with full power of substitution, as
his true and lawful agent and attorney-in-fact, in his name, place, and stead,
(a) to execute, acknowledge, swear to, deliver, file, and record in his behalf
in the appropriate public offices and publish: (i) this Agreement and the
Certificate of Limited Partnership and amendments thereto; (ii) all instruments
that the General Partner deems necessary or appropriate to reflect any
amendment, change, or modification of this Agreement or the Certificate of
Limited Partnership made in accordance with the terms of this Agreement; (iii)
certificates of assumed name; and (iv) all instruments that the General Partner
deems necessary or appropriate to qualify or maintain the qualification of the
Partnership to do business as a foreign limited partnership in other
jurisdictions; and (b) to admit additional Limited Partners and, to the extent
that it is necessary under the laws of any jurisdiction, to execute, deliver,
and file amended certificates or agreements of limited partnership or other
instruments to reflect such admission. The Power of Attorney granted herein
shall be irrevocable and deemed to be a power coupled with an interest and shall
survive the incapacity, death, dissolution, liquidation, or termination of a
Limited Partner. Each Limited Partner hereby agrees to be bound by any
representation made by the General Partner and by any successor thereto acting
in good faith pursuant to such Power of Attorney. Each Limited Partner agrees to
execute a special Power of Attorney on a document separate from this Agreement.
In the event of any conflict between this Agreement and any instruments filed by
such attorney-in-fact pursuant to the Power of Attorney granted in this Section
11, this Agreement shall control.

12.  WITHDRAWAL OF PARTNERS.

     The Partnership shall terminate and be dissolved upon the withdrawal,
insolvency, bankruptcy, dissolution, liquidation, or termination of the General
Partner (unless a new general partner(s) is elected pursuant to Section 15(c)
and such remaining general partner(s) shall have elected to continue the
business of the Partnership, which any remaining general partner(s) shall have
the right to do). The General Partner shall not withdraw or assign all of its
interest at any time without giving the Limited Partners 120 days' prior written
notice of its intention to withdraw or assign, and, if the Limited Partners
thereupon elect a new general partner or partners pursuant to Section 15(c)
which elect(s) to continue the business of the Partnership, the withdrawing
General Partner shall pay all reasonable expenses incurred by the Partnership in
connection with such withdrawal. The General Partner shall be paid the Net Asset
Value of its interests in the Partnership as of the date of such withdrawal.

     The death, incompetency, withdrawal, insolvency, bankruptcy, termination,
liquidation, or dissolution of a Limited Partner shall not terminate or dissolve
the Partnership, and such Limited Partner, his estate, custodian, or personal
representative shall have no right to withdraw or value such Limited Partner's
interest in the Partnership except as provided in Section 10. Each Limited
Partner (and any assignee of such Partner's interest) expressly agrees that in
the event of his death, he waives on behalf of himself and his estate and he
directs the legal representative of his estate and any person interested therein
to waive the furnishing of any inventory, accounting, or appraisal of the assets
of the Partnership and any right to an audit or examination of the books of the
Partnership (except to the extent permissible under the sixth paragraph of
Section 8(e)).

13.  NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.


     Subject to Section 14, neither the General Partner, Morgan Stanley DW, nor
any Affiliate thereof shall be personally liable for the return or repayment of
all or any portion of the capital or profits of any Partner (or assignee), it
being expressly agreed that any such return of capital or profits made pursuant
to this Agreement shall be made solely from the assets (which shall not include
any right of contribution from the General Partner) of the Partnership.


                                      A-20
<Page>
14.  STANDARD OF LIABILITY; INDEMNIFICATION.

     (a) STANDARD OF LIABILITY. The General Partner and its Affiliates shall not
be liable to the Partnership, the Limited Partners, or its or their successors
or assigns, for any act, omission, conduct or activity undertaken by or on
behalf of the Partnership which the General Partner determines, in good faith,
to be in the best interests of the Partnership, unless such act, omission,
conduct, or activity constituted misconduct or negligence.

     (b) INDEMNIFICATION BY THE PARTNERSHIP. The Partnership shall indemnify,
defend, and hold harmless the General Partner and its Affiliates from and
against any loss, liability, damage, cost, or expense (including attorneys' and
accountants' fees and expenses incurred in defense of any demands, claims, or
lawsuits) actually and reasonably incurred arising from any act, omission,
activity, or conduct undertaken by or on behalf of the Partnership, including,
without limitation, any demands, claims, or lawsuits initiated by a Limited
Partner (or assignee thereof), provided that (1) the General Partner has
determined, in good faith, that the act, omission, activity, or conduct giving
rise to the claim for indemnification was in the best interests of the
Partnership, and (2) the act, omission, activity, or conduct that was the basis
for such loss, liability, damage, cost, or expense was not the result of
misconduct or negligence. Notwithstanding anything to the contrary contained in
the foregoing, neither the General Partner nor any of its Affiliates nor any
person acting as a broker-dealer shall be indemnified by the Partnership for any
losses, liabilities, or expenses arising from or out of an alleged violation of
federal or state securities laws unless (1) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee, or (2) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular indemnitee, or (3) a court of competent jurisdiction approves
a settlement of the claims against the particular indemnitee and finds that
indemnification of the settlement and related costs should be made, provided,
with regard to such court approval, the indemnitee must apprise the court of the
position of the SEC, and the positions of the respective securities
administrators of Massachusetts, Missouri, Tennessee, and/or those other states
and jurisdictions in which the plaintiffs claim that they were offered or sold
Units, with respect to indemnification for securities laws violations before
seeking court approval for indemnification. Furthermore, in any action or
proceeding brought by a Limited Partner in the right of the Partnership to which
the General Partner or any Affiliate thereof is a party defendant, any such
person shall be indemnified only to the extent and subject to the conditions
specified in the Act and this Section 14(b). The Partnership shall make advances
to the General Partner or its Affiliates hereunder only if: (1) the demand,
claim, lawsuit, or legal action relates to the performance of duties or services
by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal
action is not initiated by a Limited Partner; and (3) such advances are repaid,
with interest at the legal rate under Delaware law, if the person receiving such
advance is ultimately found not to be entitled to indemnification hereunder.

     Nothing contained in this Section 14(b) shall increase the liability of any
Limited Partner to the Partnership beyond the amount of his unredeemed capital
contribution, undistributed profits, if any, and any amounts received on
distributions and redemptions and deemed received on Series Exchanges, together
with interest thereon. All rights to indemnification and payment of attorneys'
and accountants' fees and expenses shall not be affected by the termination of
the Partnership or the withdrawal, insolvency, or dissolution of the General
Partner.

     The Partnership shall not incur the cost of that portion of liability
insurance which insures the General Partner and its Affiliates for any liability
as to which the General Partner and its Affiliates are prohibited from being
indemnified.

     (c) AFFILIATE. As used in this Agreement, the term "Affiliate" of a person
shall mean: (i) any natural person, partnership, corporation, association, or
other legal entity directly or indirectly owning, controlling, or holding with
power to vote 10% or more of the outstanding voting securities of such person;
(ii) any partnership, corporation, association, or other legal entity 10% or
more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote by such person; (iii) any natural person,
partnership, corporation,

                                      A-21
<Page>
association, or other legal entity directly or indirectly controlling,
controlled by, or under common control with, such person; or (iv) any officer,
director or partner of such person. Notwithstanding the foregoing, solely for
purposes of determining eligibility for indemnification under Section 14(b), the
term "Affiliate" shall include only those persons performing services for the
Partnership.

     (d) INDEMNIFICATION BY PARTNERS. In the event that the Partnership is made
a party to any claim, demand, dispute, or litigation or otherwise incurs any
loss, liability, damage, cost, or expense as a result of, or in connection with,
any Partner's (or assignee's) obligations or liabilities unrelated to the
Partnership's business, such Partner (or assignees cumulatively) shall
indemnify, defend, hold harmless, and reimburse the Partnership for such loss,
liability, damage, cost, and expense to which the Partnership shall become
subject (including attorneys' and accountants' fees and expenses).

15.  AMENDMENTS; MEETINGS.


     (a) AMENDMENTS WITH CONSENT OF THE GENERAL PARTNER. If, at any time during
the term of the Partnership, the General Partner shall deem it necessary or
desirable to amend this Agreement, such amendment shall be effective only if
embodied in an instrument approved by the General Partner and by Limited
Partners owning more than 50% of the Units then outstanding, and if made in
accordance with, and to the extent permissible under, the Act. Any amendment to
this Agreement or actions taken pursuant to this Section 15 that shall have been
approved by the percentage of outstanding Units prescribed above shall be deemed
to have been approved by all Limited Partners. Notwithstanding the foregoing,
the General Partner shall be authorized to amend this Agreement without the
consent of any Limited Partner in order to: (i) change the name of the
Partnership or cause the Partnership to transact business under another name;
(ii) clarify any inaccuracy or any ambiguity, or reconcile any inconsistent
provisions herein; (iii) make any amendment to this Agreement, provided that
such amendment is not adverse to the Limited Partners; (iv) effect the intent of
the allocations proposed herein to the maximum extent possible and to the extent
necessary to comply with the Code or the interpretations thereof affecting such
allocations, as same may be amended from time to time; (v) attempt to ensure
that the Partnership is not taxed as an association taxable as a corporation for
federal income (or relevant state income or franchise) tax purposes; (vi)
qualify or maintain the qualification of the Partnership as a limited
partnership in any jurisdiction; (vii) delete, add or modify any provision of or
to this Agreement required to be deleted, added or modified by the staff of the
SEC, the CFTC, any other federal agency, any state "Blue Sky" official, or other
governmental official, or in order to opt to be governed by any amendment or
successor to the Act, or to comply with applicable law; (viii) [CHARTER GRAHAM,
CHARTER MILLBURN, CHARTER WELTON, AND CHARTER CAMPBELL ONLY: make any
modification to this Agreement to reflect the admission of additional or
substitute general partners and to reflect any modification to the net worth and
minimum investment requirements applicable to the General Partner and any other
general partner, as contemplated by Sections 5 and 6 hereof] [CHARTER MSFCM
ONLY: make any modification to this Agreement to reflect the admission of
additional or substitute general partners and to reflect any modification to the
net worth requirements applicable to the General Partner and any other general
partner, as contemplated by Section 5 hereof; (ix) make any amendment that is
appropriate or necessary, in the opinion of the General Partner, to prevent the
Partnership or the General Partner or its directors, officers or controlling
persons from in any manner being subject to the provisions of the Investment
Company Act of 1940, as amended (the "1940 Act"), the Investment Advisers Act of
1940, as amended (the "Advisers Act"), or "plan asset" regulations adopted under
the Employee Retirement Income Security Act of 1974, as amended; and (x) to make
any amendment that is appropriate or necessary, in the opinion of the General
Partner, to qualify the Partnership under the 1940 Act, and any persons under
the 1940 Act and the Advisers Act, if the General Partner is informed that doing
so is necessary. Any such supplemental or amendatory agreement shall be adhered
to and have the same force and effect from and after its effective date as if
the same had originally been embodied in, and formed a part of, this Agreement;
provided, however, that no


                                      A-22
<Page>

such supplemental or amendatory agreement shall, without the consent of all
Partners affected thereby, change or alter the provisions of this proviso,
reduce the capital account of any Partner, or modify the percentage of profits,
losses or distributions to which any Partner is entitled.


     (b) MEETINGS. Any Limited Partner or his authorized attorney or agent, upon
written request to the General Partner, delivered either in person or by
certified mail, and upon payment of reasonable duplicating and postage costs,
shall be entitled to obtain from the General Partner by mail a list of the names
and addresses of record of all Limited Partners and the number of Units owned by
each.

     Upon receipt of a written request, signed by Limited Partners owning at
least 10% of the Units then owned by Limited Partners, that a meeting of the
Partnership be called to vote upon any matter upon which all Limited Partners
may vote pursuant to this Agreement, the General Partner, by written notice to
each Limited Partner of record sent by certified mail or delivered in person
within 15 days after such receipt, shall call a meeting of the Partnership. Such
meeting shall be held at least 30 but not more than 60 days after the mailing of
such notice, and such notice shall specify the date, a reasonable place and
time, and the purpose of such meeting.

     (c) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE GENERAL PARTNER. At any
meeting of the Limited Partners, upon the affirmative vote (which may be in
person or by proxy) of Limited Partners owning more than 50% of the Units then
owned by Limited Partners, the following actions may be taken without the
consent of the General Partner: (i) this Agreement may be amended in accordance
with, and only to the extent permissible under, the Act; provided, however, that
no such amendment shall, without the consent of all Partners affected thereby,
change or alter the provisions of this proviso, reduce the capital account of
any Partner, or modify the percentage of profits, losses, or distributions to
which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) the
General Partner may be removed and replaced; (iv) a new general partner or
general partners may be elected if the General Partner terminates or liquidates
or elects to withdraw from the Partnership pursuant to Section 12, or becomes
insolvent, bankrupt, or is dissolved; (v) any contracts with the General Partner
or any of its Affiliates may be terminated without penalty on not less than 60
days' prior written notice; and (vi) the sale of all or substantially all of the
assets of the Partnership may be approved. Notwithstanding the foregoing, no
such action shall adversely affect the status of the Limited Partners as limited
partners under the Act or the classification of the Partnership as a partnership
under the federal income tax laws, and Units owned by the General Partner and
any Affiliate thereof shall not be voted on the matters described in clauses
(iii) and (v) above. Any action which shall have been approved by the percentage
of outstanding Units prescribed above shall be deemed to have been approved by
all Limited Partners.

     (d) ACTION WITHOUT MEETING. Notwithstanding contrary provisions of this
Section 15 covering notices to, meetings of, and voting by Limited Partners, any
action required or permitted to be taken by Limited Partners at a meeting or
otherwise may be taken by Limited Partners without a meeting, without prior
notice, and without a vote if a consent in writing setting forth the action so
taken shall be signed by Limited Partners owning Units having not fewer than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting of Limited Partners at which all outstanding Units shall have been
present and voted. Notice of the taking of action by Limited Partners without a
meeting by less than unanimous written consent of the Limited Partners shall be
given to those Limited Partners who shall not have consented in writing within
seven business days after the occurrence thereof.

     (e) AMENDMENTS TO CERTIFICATE OF LIMITED PARTNERSHIP. If an amendment to
this Agreement shall be made pursuant to this Section 15, the General Partner
shall be authorized to execute, acknowledge, swear to, deliver, file, record,
and publish, on behalf of the Partnership and each Partner, such amendments to
the Certificate of Limited Partnership as shall be necessary or desirable to
reflect such amendment.

                                      A-23
<Page>
16.  INDEX OF DEFINED TERMS.

<Table>
<S>                                                <C>
DEFINED TERM                                       SECTION
1940 Act....................................       15(a)
Act.........................................       1
Advisers Act................................       15(a)
Affiliate...................................       14(c)
Agreement...................................       Preamble
CEAct.......................................       8(e)
Certificate of Limited Partnership..........       1
CFTC........................................       3
Charter Series Partnership(s)...............       10(b)
Code........................................       7(c)(4)
Commodity Broker............................       6
Customer Agreement..........................       8(b)
Determination Date..........................       7(b)
Exchange Agreement and Power of Attorney....       10(c)
Exchange Date...............................       10(c)
Futures Interests...........................       3
General Partner.............................       Preamble
Initial Closing.............................       6
Initial Offering............................       6
Limited Partners............................       Preamble
Management Agreement........................       8(b)
MS & Co.....................................       6
Morgan Stanley DW...........................       6
NASAA Guidelines............................       5
Net Asset Value.............................       7(d)(2)
Net Assets..................................       7(d)(1)
NFA.........................................       6
Non-Series Exchange.........................       10(b)
Partners....................................       Preamble
Partnership.................................       1
Prospectus..................................       6
Pyramiding..................................       8(c)(5)
Redemption..................................       10(b)
Redemption Date.............................       10(b)
Request for Redemption......................       10(b)
SEC.........................................       5
Selling Agent...............................       6
Series Exchange.............................       10(c)
Special Redemption Date.....................       9
Trading Advisor.............................       6
Trading Profits.............................       7(e)
Transaction Fees and Costs..................       7(e)
Unit(s) of General Partnership Interest.....       6
Unit(s).....................................       6
</Table>

                                      A-24
<Page>
17.  GOVERNING LAW.

     THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE, INCLUDING,
SPECIFICALLY, THE ACT (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES);
PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL OR STATE
SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 17.

18.  MISCELLANEOUS.

     (a) PRIORITY AMONG LIMITED PARTNERS. Except as otherwise specifically set
forth in this Agreement, no Limited Partner shall be entitled to any priority or
preference over any other Limited Partner in regard to the affairs of the
Partnership.


     (b) NOTICES. All notices and requests to the General Partner under this
Agreement (other than Requests for Redemption, Series Exchanges, and notices of
assignment or transfer, of Units) shall be in writing and shall be effective
upon personal delivery or, if sent by registered or certified mail, postage
prepaid, addressed to the General Partner at 825 Third Avenue, 8th Floor, New
York, New York 10022 (or such other address as the General Partner shall have
notified the Limited Partners), upon the deposit of such notice in the United
States mail. Requests for Redemption, Series Exchanges, and notices of
assignment or transfer of Units shall be effective upon timely receipt by the
General Partner. Except as otherwise provided herein, all reports and notices
hereunder shall be in writing and shall be sent by first-class mail to the last
known address of the Limited Partner.


     (c) BINDING EFFECT. This Agreement shall inure to the benefit of, and be
binding upon, all of the parties, their successors, assigns as permitted herein,
custodians, estates, heirs, and personal representatives. For purposes of
determining the rights of any Partner or assignee hereunder, the Partnership and
the General Partner may rely upon the Partnership's records as to who are
Partners and assignees, and all Partners and assignees agree that their rights
shall be determined and that they shall be bound thereby, including all rights
that they may have under Section 15.

     (d) CAPTIONS. Captions in no way define, limit, extend, or describe the
scope of this Agreement nor the effect of any of its provisions.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

<Table>
<S>                                            <C>
ADDITIONAL LIMITED PARTNERS:                   GENERAL PARTNER:
By: Demeter Management Corporation,
     General Partner, as Authorized Agent
and                                            DEMETER MANAGEMENT
     Attorney-in-Fact                          CORPORATION

By: ........................................   By: ........................................
    President                                  President
</Table>

                                      A-25
<Page>
                                        ANNEX A TO LIMITED PARTNERSHIP AGREEMENT

<Table>
<S>                                            <C>
MF Use only:                                   Closing Date:
</Table>

          REQUEST FOR REDEMPTION: MORGAN STANLEY MANAGED FUTURES FUNDS

THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED
PARTNER'S LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL
PARTNER (DEMETER MANAGEMENT CORPORATION, HARBORSIDE FINANCIAL CENTER, PLAZA 2,
7TH FLOOR, JERSEY CITY, NJ 07311) AT LEAST 5 BUSINESS DAYS PRIOR TO THE LAST DAY
OF THE MONTH IN WHICH THE REDEMPTION IS TO BE EFFECTIVE. THIS FORM CANNOT BE
FAXED.

<Table>
<S>                                           <C>
, 20
               (DATE)                            (PRINT OR TYPE MORGAN STANLEY DW ACCOUNT NUMBER)
</Table>

     I hereby request redemption (effective as of the next applicable date as of
which redemption is permitted as set forth in the Limited Partnership Agreement
of the Partnership for which redemption is requested, subject to all terms and
conditions set forth therein) of my capital account in an amount equal to the
respective Net Asset Value, as defined in the Limited Partnership Agreement, of
the following Unit(s) of Limited Partnership Interest ("Units"), less any
amounts specified in the Limited Partnership Agreement.

             COMPLETE ONLY ONE SECTION -- A, B, C, OR D -- PER FORM
--------------------------------------------------------------------------------

                                   SECTION A

SPECTRUM SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 50 UNITS, UNLESS
                                   A LIMITED
    PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH PARTNERSHIP.

<Table>
<S>                                                      <C>                   <C>
[DWSF] Spectrum Select                                   Entire Interest                      Units
[DWST] Spectrum Technical                                Entire Interest                      Units
[DWSS] Spectrum Strategic                                Entire Interest                      Units
[DWSB] Spectrum Global Balanced                          Entire Interest                      Units
[DWSX] Spectrum Currency                                 Entire Interest                      Units
[DWSC] Spectrum Commodity                                Entire Interest                      Units
</Table>

--------------------------------------------------------------------------------

                                   SECTION B

      CORNERSTONE FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
  UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.

<Table>
<S>                               <C>               <C>               <C>
[CFCFB] Cornerstone Fund II       Entire Interest              Units         $    ,000
[CFCFC] Cornerstone Fund III      Entire Interest              Units         $    ,000
[CFCFD] Cornerstone Fund IV       Entire Interest              Units         $    ,000
</Table>

--------------------------------------------------------------------------------

                                   SECTION C

CHARTER SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 100 UNITS, UNLESS
      A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.
<Table>
<S>                               <C>               <C>               <C>
[MSCG] Charter Graham             Entire Interest                                Units
[MSCM] Charter Millburn           Entire Interest                                Units
[MSCW] Charter Welton             Entire Interest                                Units
[MSCD] Charter MSFCM              Entire Interest                                Units
[MSCD] Charter Campbell           Entire Interest                                Units
</Table>

--------------------------------------------------------------------------------

                                   SECTION D

 OTHER MANAGED FUTURES FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
  UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.

MARK ONE FUND ONLY (USE ONE FORM PER FUND):

<Table>
<S>                                         <C>                                         <C>
[CFF] Columbia Futures Fund                 [PGF] Multi-Market Portfolio                  Entire Interest
[DFF] Diversified Futures Fund              [PPF] Principal Plus Fund                               Units
[DFF2] Diversified Futures Fund II          [PSF] Portfolio Strategy Fund                       $    ,000
[DFF3] Diversified Futures Fund III         [WCF] World Currency Fund
[GPP] Global Perspective Portfolio
</Table>

                                      A-26
<Page>
                       ACCOUNT INFORMATION AND SIGNATURES

I understand that I may only redeem Units at such times as are specified in the
Limited Partnership Agreement and that, under certain circumstances described
therein, I may be subject to a redemption charge.

I (either in my individual capacity or as an authorized representative of an
entity, if applicable) hereby represent and warrant that I am the true, lawful
and beneficial owner of Units (or fractions thereof) to which this Request for
Redemption relates, with full power and authority to request redemption. The
Units (or fractions thereof) which are the subject of this request are not
subject to any pledge or otherwise encumbered in any fashion. My signature has
been represented by a member of a registered national securities exchange.

     SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
                      TYPE OR PRINT ALL INFORMATION BELOW

--------------------------------------------------------------------------------

1. ACCOUNT INFORMATION

--------------------------------------------------------------------------------

<Table>
<S>                                                <C>
...........................................         ..........................................
        (Name of Limited Partner)                      (Morgan Stanley DW Account Number)
</Table>

Address.........................................................................

                                    (Street)

 ...............................................................................

        (City)        (State or Province)              (Zip Code or Postal Code)

--------------------------------------------------------------------------------

2.A. SIGNATURE(S) OF INDIVIDUAL PARTNER(S) OR ASSIGNEE(S) INCLUDING IRAS

--------------------------------------------------------------------------------

<Table>
<S>                                                <C>
X.........................................         ..........................................
               (Signature)                                           (Date)

X.........................................         ..........................................
               (Signature)                                           (Date)
</Table>

--------------------------------------------------------------------------------

2.B. SIGNATURE OF ENTITY PARTNER OR ASSIGNEE

--------------------------------------------------------------------------------

<Table>
<S>                                                <C>
...........................................         By: X.....................................
             (Name of Entity)                      (Authorized officer, partner, trustee, or
                                                      custodian. If a corporation, include
                                                   certified copy of authorized resolution.)
</Table>

--------------------------------------------------------------------------------

3. BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY

--------------------------------------------------------------------------------

We, the undersigned Financial Advisor and Branch Manager, represent that the
above signature(s) is/are true and correct.

<Table>
<S>                                                <C>
X.........................................         By: X.....................................
      (Account Executive MUST sign)                        (Branch Manager MUST sign)

...........................................
        (Branch Telephone Number)                  Please enter a SELL order upon receipt of
                                                      a completed Request for Redemption.
</Table>

                                      A-27

<Page>
                                                                       EXHIBIT B


           SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
                         MORGAN STANLEY CHARTER SERIES
  UNITS OF LIMITED PARTNERSHIP INTEREST SUBSCRIPTION AND EXCHANGE INSTRUCTIONS



    If you wish to purchase units of one or more or of the Morgan Stanley
Charter Series partnerships, please follow the instructions below. Instructions
relating to "Cash Subscribers" should be followed only if you are purchasing
units for cash. Instructions relating to "Exchange Subscribers" should be
followed only if you are redeeming units in another commodity pool for which
Demeter Management Corporation serves as the general partner and commodity pool
operator in a Non-Charter Series Exchange, or if you are redeeming units in a
Morgan Stanley Charter Series partnership pursuant to a Charter Series Exchange.


                           SUBSCRIPTION INSTRUCTIONS


    YOU SHOULD CAREFULLY READ AND REVIEW THE MORGAN STANLEY CHARTER SERIES
PROSPECTUS, DATED  *  , 2002 (THE "PROSPECTUS"), AND THIS SUBSCRIPTION AND
EXCHANGE AGREEMENT AND POWER OF ATTORNEY. IN READING THE PROSPECTUS, PAY
PARTICULAR ATTENTION TO THE MATTERS DISCUSSED UNDER "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "DESCRIPTION OF CHARGES." BY SIGNING THE AGREEMENT, YOU WILL BE
DEEMED TO MAKE EACH APPLICABLE REPRESENTATION AND WARRANTY, AND SATISFY ANY
APPLICABLE SPECIAL STATE SUITABILITY REQUIREMENT, SET FORTH IN THIS AGREEMENT ON
PAGES B-* -B-* , SO PLEASE MAKE SURE THAT YOU SATISFY ALL APPLICABLE PROVISIONS
IN THOSE SECTIONS BEFORE SIGNING THIS AGREEMENT.



    CASH SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY ON PAGES B-*
AND B-* , AND EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY
ON PAGES B-* AND B-* , USING BLACK INK, AS FOLLOWS:


<Table>
<S>                                         <C>
Item 1 For Cash Subscribers (pages B-*      --Enter your Morgan Stanley DW Inc. Account Number.
      -B-* ) and Exchange Subscribers
      (pages B-* -B-* )

                                            --Enter your Social Security Number or Taxpayer ID Number. If the Units are to
                                                be owned by joint tenants, either person's Social Security Number may be
                                                used.

                                            --Check box if you are a non-resident alien that is a dealer in commodities or
                                                otherwise engaged in a trade or business within the U.S.

Item 1 For Cash Subscribers (page B-* )     --Enter the dollar amount of the subscription for each partnership whose units
                                                you wish to purchase.

Item 1 For Exchange Subscribers             --Enter the symbol(s) of the limited partnership(s) from which you are
      (page B-* )                               redeeming units; specify the quantity to be redeemed (entire interest or
                                                number of whole units).

Item 2 For Cash Subscribers (page B-* )     --Enter the exact name in which your units are to be held based on ownership
      and Exchange Subscribers                  type.
      (page B-* )
                                            --You and any co-subscriber must execute the Signature Page of this Agreement
                                                on page B-* (for Cash Subscribers) or page B-* (for Exchange Subscribers).

Item 3 For Cash Subscribers (page B-* )     --A Morgan Stanley Financial Advisor and Branch Manager must complete the
      and Exchange Subscribers                  required information.
      (page B-* )
</Table>


MORGAN STANLEY FINANCIAL ADVISOR: This Agreement must be mailed to Demeter
Management Corporation at Harborside Financial Center, Plaza Two, 7th Floor,
Jersey City, New Jersey 07311. This form cannot be faxed.


                                      B-1
<Page>

                         MORGAN STANLEY CHARTER SERIES
                            ------------------------


           SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY


    If you are subscribing for units of limited partnership interest in the
Morgan Stanley Charter Series, consisting of five commodity pool limited
partnerships, Morgan Stanley Charter Graham L.P., Morgan Stanley Charter
Millburn L.P., Morgan Stanley Charter Welton L.P., Morgan Stanley Charter MSFCM,
and Morgan Stanley Charter Campbell L.P., you should carefully read and review
the Prospectus.



    For Cash Subscribers: By executing the Cash Subscription Signature Page of
this Subscription and Exchange Agreement and Power of Attorney, you will
irrevocably subscribe for units of one or more of the partnerships at the price
per unit described in the Prospectus.



    For Exchange Subscribers: By executing the Exchange Subscription Signature
Page of this Agreement, you will irrevocably redeem the units of limited
partnership interest of the limited partnership indicated on the signature page
of this Agreement and, with the proceeds of that redemption, irrevocably
subscribe for units of one or more of the partnerships at the price per unit
described in the Prospectus.



    NOTWITHSTANDING THE FOREGOING, YOU MAY REVOKE THIS AGREEMENT, AND RECEIVE A
FULL REFUND OF THE SUBSCRIPTION AMOUNT YOU PAID, PLUS ANY ACCRUED INTEREST
THEREON (OR REVOKE THE REDEMPTION OF UNITS IN THE OTHER LIMITED PARTNERSHIP IN
THE CASE OF AN EXCHANGE), WITHIN FIVE BUSINESS DAYS AFTER EXECUTION OF THIS
AGREEMENT OR NO LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON THE DATE OF THE
APPLICABLE MONTHLY CLOSING, WHICHEVER COMES FIRST, BY DELIVERING WRITTEN NOTICE
TO YOUR MORGAN STANLEY FINANCIAL ADVISOR. If this Agreement is accepted, you
agree to: (i) contribute your subscription to each partnership designated on the
Signature Page of this Agreement; and (ii) be bound by the terms of each such
partnership's Amended and Restated Limited Partnership Agreement, included as
Exhibit A to the Prospectus (the "Limited Partnership Agreement"). BY EXECUTING
THE SIGNATURE PAGE OF THIS AGREEMENT, YOU SHALL BE DEEMED TO HAVE EXECUTED THIS
AGREEMENT AND THE LIMITED PARTNERSHIP AGREEMENT (INCLUDING THE POWERS OF
ATTORNEY IN BOTH AGREEMENTS).


--------------------------------------------------------------------------------
PAYMENT INSTRUCTIONS
--------------------------------------------------------------------------------


    For Cash Subscribers:  You must pay your subscription amount by charging
your customer account with Morgan Stanley DW (the "Customer Account"). In the
event that you do not have a Customer Account or do not have sufficient funds in
your existing Customer Account, you must make appropriate arrangements with your
Morgan Stanley financial advisor. If you don't have a financial advisor, contact
your local Morgan Stanley branch office. Payment must NOT be mailed to the
general partner at its offices in New York City. Any such payment will not be
accepted by the general partner and will be returned to you for proper placement
with the Morgan Stanley branch office where your Customer Account is maintained.
By executing the Signature Page of this Agreement, you authorize and direct the
general partner and Morgan Stanley DW to transfer the appropriate amount from
your Customer Account to the escrow account.



    For Exchange Subscribers:  You must pay your subscription amount by applying
the proceeds from the redemption of your limited partnership units in one of the
partnerships or another commodity pool which Demeter Management Corporation
serves as the general partner and commodity pool operator. You may only redeem
units at such times as are specified in the limited partnership agreement for
that commodity pool, and under certain circumstances described in that agreement
you may be subject to a redemption charge.


--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------


    By executing the Signature Page of this Agreement, you (for yourself and any
co-subscriber, and, if you are signing on behalf of an entity, on behalf of and
with respect to that entity and its shareholders, partners, beneficiaries or
members), represent and warrant to the general partner and each partnership
whose units you are purchasing, as follows (AS USED BELOW, THE TERMS "YOU" AND
"YOUR" REFER TO YOU AND YOUR CO-SUBSCRIBER, IF ANY, OR IF YOU ARE SIGNING ON
BEHALF OF AN ENTITY, THAT ENTITY):


        (1) You have received a copy of the Prospectus, including the Limited
    Partnership Agreement.

        (2) You are of legal age to execute this Agreement and are legally
    competent to do so.


        (3) You satisfy the applicable financial suitability and minimum
    investment requirements, as set forth below under the caption "State
    Suitability Requirements" (or in a special Supplement to the Prospectus) for
    residents of the state in which you reside. You agree to provide any
    additional documentation requested by the general partner, as may be
    required by the securities administrators of certain states, to confirm that
    you meet the applicable minimum financial suitability standards to invest in
    the partnerships.


                                      B-2
<Page>

        (4) All the information that you have provided on the Signature Page is
    correct and complete as of the date of this Agreement, and, if there should
    be any material change in such information prior to your admission as a
    limited partner, you will immediately furnish such revised or corrected
    information to the general partner.



        (5) If you are representing an employee benefit plan, to the best of
    your knowledge, neither the general partner, Morgan Stanley DW, any
    additional selling agent, any trading advisor, nor any of their respective
    affiliates: (a) has investment discretion with respect to the investment of
    your plan assets; (b) has authority or responsibility to give or regularly
    gives investment advice with respect to such plan assets for a fee and
    pursuant to an agreement or understanding that such advice (i) will serve as
    a primary basis for investment decisions with respect to such plan assets
    and (ii) will be based on the particular investment needs of the plan; or
    (c) is an employer maintaining or contributing to that plan. For purposes of
    this representation (5), an "employee benefit plan" includes plans and
    accounts of various types (including their related trusts) which provide for
    the accumulation of a portion of an individual's earnings or compensation,
    as well as investment income earned thereon, free from federal income tax
    until such time as funds are distributed from the plan, and include
    corporate "pension" and profit-sharing plans, "simplified employee pension
    plans," "Keogh" plans for self-employed individuals, and individual
    retirement accounts ("IRAs").


        (6) Unless representation (7) or (8) below is applicable, your
    subscription is made with your funds for your own account and not as
    trustee, custodian or nominee for another.

        (7) If you are subscribing as custodian for a minor, either (a) the
    subscription is a gift you have made to that minor and is not made with that
    minor's funds, in which case the representations as to net worth and annual
    income below apply only to you, as the custodian; or (b) if the subscription
    is not a gift, the representations as to net worth and annual income below
    apply only to that minor.

        (8) If you are subscribing as a trustee or custodian of an employee
    benefit plan or of an IRA at the direction of the beneficiary of that plan
    or IRA, the representations herein apply only to the beneficiary of that
    plan or IRA.


        (9) If you are subscribing in a representative capacity, you have full
    power and authority to purchase units and enter into and be bound by this
    Agreement on behalf of the entity for which you are purchasing the units,
    and that entity has full right and power to purchase the units and enter
    into and be bound by this Agreement and become a Limited Partner pursuant to
    each applicable Limited Partnership Agreement.



        (10) You either: (a) are not required to be registered with the
    Commodity Futures Trading Commission ("CFTC") or to be a member of the
    National Futures Association ("NFA"); or (b) if so required, you are duly
    registered with the CFTC and are a member in good standing of the NFA. It is
    an NFA requirement that the general partner attempt to verify that any
    person or entity that seeks to purchase units be duly registered with the
    CFTC and a member of the NFA, if required. You agree to supply the general
    partner with such information as the general partner may reasonably request
    in order to attempt such verification. Certain entities that acquire units
    may, as a result, themselves become "commodity pools" within the intent of
    applicable CFTC and NFA rules, and their sponsors, accordingly, may be
    required to register as "commodity pool operators."


        Additional Representation and Warranty for Exchange Subscribers:


        (11) You are the true, lawful, and beneficial owner of the units of
    limited partnership interest (or fractions thereof) to be redeemed pursuant
    to this Agreement, with full power and authority to request redemption and a
    subsequent purchase of units. The units of limited partnership interest (or
    fractions thereof) which you are redeeming are not subject to any pledge or
    are otherwise encumbered in any fashion.



    By making the representations and warranties set forth above, you should be
aware that you have not waived any rights of action which you may have under
applicable federal or state securities laws. Federal and state securities laws
provide that any such waiver would be unenforceable. You should be aware,
however, that the representations and warranties set forth above may be asserted
in the defense of a partnership, the general partner, Morgan Stanley DW, Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, any
additional selling agent, any trading advisor, or others in any subsequent
litigation or other proceeding.


                                      B-3
<Page>
--------------------------------------------------------------------------------
STATE SUITABILITY REQUIREMENTS
--------------------------------------------------------------------------------


    Except as indicated below, you must have a net worth (exclusive of home,
furnishings, and automobiles) of at least $150,000 or, failing that standard,
have both a net worth (same exclusions) of at least $45,000 and an annual gross
income of at least $45,000. If you are subscribing with your spouse as joint
owners, you may count your joint net worth and joint income in satisfying these
requirements, as well as the special requirements described below. You must also
make a minimum aggregate investment of $20,000, and you must invest at least
$5,000 in any one partnership. See "Subscription Procedure" in the Prospectus as
to special rules if you are purchasing units in a Non-Charter Series Exchange.
However, the states listed below (or in certain cases, in special Supplements to
the Prospectus attached hereto) have more restrictive suitability or minimum
investment requirements for their residents. Please read the following list to
make sure that you meet the minimum suitability and/or investment requirements
for the state in which you reside. (As used below, "NW" means net worth
exclusive of home, furnishings, and automobiles; "AI" means annual gross income;
and "TI" means annual taxable income for federal income tax purposes.)



ALASKA:


(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.


CALIFORNIA: (a) $150,000 NW, or (b) $75,000 NW and $50,000 AI.

IOWA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

MAINE: (a) $200,000 NW, or (b) $50,000 NW and $50,000 AI.

MASSACHUSETTS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

MICHIGAN: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

MISSOURI: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

NORTH CAROLINA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

OHIO: (a) $150,000 NW and investment may not exceed 10% of NW, or (b) $45,000 NW
and $45,000 AI and investment may not exceed 10% of NW.

PENNSYLVANIA: (a) $175,000 NW and investment may not exceed 10% of NW, or (b)
$100,000 NW and $50,000 TI and investment may not exceed 10% of NW.

TENNESSEE: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

TEXAS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

--------------------------------------------------------------------------------
ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS
--------------------------------------------------------------------------------


    You agree that as of the date that your name is entered on the books of a
partnership, you shall become a limited partner of that partnership. You also
agree to each and every term of the Limited Partnership Agreement of that
partnership as if you signed that agreement. You further agree that you will not
be issued a certificate evidencing the units that you are purchasing, but that
you will receive a confirmation of purchase in Morgan Stanley DW's customary
form.


                                      B-4
<Page>
--------------------------------------------------------------------------------
POWER OF ATTORNEY AND GOVERNING LAW
--------------------------------------------------------------------------------


    You hereby irrevocably constitute and appoint Demeter Management
Corporation, the general partner of each partnership, as your true and lawful
Attorney-in-Fact, with full power of substitution, in your name, place, and
stead: (1) to do all things necessary to admit you as a limited partner of each
partnership requested below, and such other partnership(s) of the Morgan Stanley
Charter Series as you may request from time to time; (2) to admit others as
additional or substituted limited partners to such partnership(s) so long as
such admission is in accordance with the terms of the applicable Limited
Partnership Agreement or any amendment thereto; (3) to file, prosecute, defend,
settle, or compromise any and all actions at law or suits in equity for or on
behalf of each partnership in connection with any claim, demand, or liability
asserted or threatened by or against any partnership; and (4) to execute,
acknowledge, swear to, deliver, file, and record on your behalf and as necessary
in the appropriate public offices, and publish: (a) each Limited Partnership
Agreement and each Certificate of Limited Partnership and all amendments thereto
permitted by the terms thereof; (b) all instruments that the general partner
deems necessary or appropriate to reflect any amendment, change, or modification
of any Limited Partnership Agreement or any Certificate of Limited Partnership
made in accordance with the terms of such Limited Partnership Agreement; (c)
certificates of assumed name; and (d) all instruments that the general partner
deems necessary or appropriate to qualify or maintain the qualification of each
partnership to do business as a foreign limited partnership in other
jurisdictions. You agree to be bound by any representation made by the general
partner or any successor thereto acting in good faith pursuant to this Power of
Attorney.


    The Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and survive your death, incapacity,
dissolution, liquidation, or termination.

    THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE DEEMED A WAIVER OF ANY
RIGHTS OF ACTION YOU MAY HAVE UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAW.

--------------------------------------------------------------------------------
RECEIPT OF DOCUMENTATION
--------------------------------------------------------------------------------


    The regulations of the CFTC require that you be given a copy of the
Prospectus (which includes the most current annual report for each partnership),
as well as certain additional documentation consisting of: (a) a supplement to
the Prospectus, which must be given to you if the Prospectus is dated more than
nine months prior to the date that you first received the Prospectus, and (b)
the most current monthly account statement (report) for the partnerships. You
hereby acknowledge receipt of the Prospectus and the additional documentation
referred to above, if any.


                                      B-5
<Page>
                 (This page has been left blank intentionally.)

                                      B-6
<Page>

                         MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST
                        CASH SUBSCRIPTION SIGNATURE PAGE
                                APRIL  *  , 2002

                 ---------------------------------------------

A
         PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.


     PAGES B-* AND B-* , THE CASH SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE
GENERAL PARTNER AT HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 7TH FLOOR, JERSEY
CITY, NEW JERSEY 07311, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE
CLOSING. THIS FORM CANNOT BE FAXED.



     By execution and delivery of this Cash Subscription Signature Page and by
payment of the purchase price for units of limited partnership interest of one
or more partnerships in the Morgan Stanley Charter Series you hereby subscribe
for units in the partnership(s) specified below at a price equal to 100% of the
net asset value per unit of the applicable partnership(s) as of the close of
business on the date of the applicable monthly closing.



     BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE MORGAN
STANLEY CHARTER SERIES PROSPECTUS DATED APRIL  *  , 2002, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENTS AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR BY YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 ITEM 1 -- SUBSCRIBER
--------------------------------------------------------------------------------
<Table>
  <C>                                              <S>           <C>                                      <C>
                                                   CHARTER FUND SYMBOL                                     AMOUNT
                                                                                                             OF
                                                                                                          SUBSCRIPTION
                                                                 MORGAN STANLEY CHARTER GRAHAM L.P.          $
  / / / / / /   / / / / / / / / / / / /            M S C G
  MORGAN STANLEY DW ACCOUNT NO.
  / / / / / / -/ / / / -/ / / / / / / /            M S C M       MORGAN STANLEY CHARTER MILLBURN L.P.        $
  SOCIAL SECURITY NUMBER
  OR                                               M S C W       MORGAN STANLEY CHARTER WELTON L.P.          $
  / / / / -/ / / / / / / / / / / / / /
  TAXPAYER ID NUMBER                               M S C D       MORGAN STANLEY CHARTER MSFCM L.P.           $

                                                   M S C C       MORGAN STANLEY CHARTER CAMPBELL L.P.        $

  / / / / / /   / / / / / / / / / / / /
  MORGAN STANLEY DW ACCOUNT NO.
  / / / / / / -/ / / / -/ / / / / / / /
  SOCIAL SECURITY NUMBER
  OR
  / / / / -/ / / / / / / / / / / / / /
  TAXPAYER ID NUMBER
</Table>

--------------------------------------------------------------------------------

You hereby represent and agree that the name, address, and ownership capacity on
the Morgan Stanley DW account referenced on this Subscription Agreement are your
true and correct name, address, and ownership capacity, that the name, address,
and ownership capacity on the partnership's books and records shall be the same
as your name, address, and ownership capacity on such Morgan Stanley DW account,
and that you will promptly notify Morgan Stanley DW of any change in your
address, which change shall also be effective for all partnership purposes.


M Check here if you are a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate that is a dealer in
commodities or otherwise engaged in a trade or business within the U.S.A. to
which income, gain or loss from a partnership would be treated as effectively
connected.


                                      B-7
<Page>
--------------------------------------------------------------------------------

ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN BELOW

--------------------------------------------------------------------------------


INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION


If you are subscribing for a joint or community property account, the
statements, representations, and warranties set forth in this Subscription and
Exchange Agreement and Power of Attorney shall be deemed to have been made by
each owner of the account.

* If the Units will be owned by joint owners, tenants in common, or as community
  property, signatures of all owners are required.

* In the case of a participant-directed employee benefit plan or IRA, the
  beneficiary must sign immediately below and the trustee or custodian must sign
  below under "Entity Subscription."

Full Name of Account............................................................

   Your Full Name or Name of Trust or Custodial Account--do not use initials


<TABLE>
<S>                          <C>                <C>                             <C>
X _______________________    _______________    X __________________________    _______________
  Signature of Subscriber    Date                 Signature of Co-Subscriber    Date
</TABLE>


 ...............................................................................


Print Full Name of Subscriber                   Print Full Name of Co-Subscriber





ENTITY SUBSCRIPTION



ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS)
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR MORGAN STANLEY DW
THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO
INVESTMENTS BY ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
ANY PARTICULAR PLAN.



The undersigned officer, partner, trustee, manager, or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members to (i) complete, execute, and deliver this
Subscription and Exchange Agreement and Power of Attorney on their behalf and
(ii) to make the statements, representations, and warranties made herein on
their behalf; and (b) the investment in each partnership specified is authorized
under applicable law and the governing documents of the entity, has been
affirmatively authorized by the governing board or body, if any, of the entity,
and is legally permissible.


<Table>
<S>                                                    <C>                                  <C>
......................................................  X _______________________________     ____________
Print Full Name of Entity                                Signature                           Date

......................................................  Title .............................................
Print Full Name of Person Signing for Entity
</Table>

--------------------------------------------------------------------------------

ITEM 3 -- BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY (COMPLETE IN FULL AND IN
INK)

--------------------------------------------------------------------------------


THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:


(1) the above signature(s) is/are true and correct;


(2) s/he has informed the Subscriber about the liquidity and marketability of
   the units as set forth in the Prospectus;


(3) based on information obtained from the Subscriber concerning the
   Subscriber's investment objectives, other investments, financial situation,
   needs and any other relevant information, s/he reasonably believes that:


   (a) such Subscriber is or will be in a financial position appropriate to
       enable such Subscriber to realize the benefits of each partnership
       specified, as described in the Prospectus;



   (b) such Subscriber has a net worth sufficient to sustain the risk inherent
       in each partnership specified (including loss of investment and lack of
       liquidity); and


   (c) each partnership specified is otherwise a suitable investment for such
       Subscriber; and



(4) the Subscriber received the Prospectus at least five business days prior to
   the applicable monthly closing.



THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.


X ______________________________________________________________________________

              Signature of Financial Advisor
.................................................................................


           Print Full Name of Financial Advisor
Telephone Number ( .............................. ).............................



THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:


(1) the above signature(s) is/are true and correct.

(2) the above client(s) is/are suitable.

X ______________________________________________________________________________



Signature of Branch Manager


  ..............................................................................



Print Full Name of Branch Manager


                                      B-8

<Page>

                         MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST

B                     EXCHANGE SUBSCRIPTION SIGNATURE PAGE



                                 APRIL * , 2002

              ----------------------------------------------------

         PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.


    PAGES B-* AND B-* , THE EXCHANGE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE
GENERAL PARTNER AT HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 7TH FLOOR, JERSEY
CITY, NEW JERSEY 07311, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE
CLOSING. THIS FORM CANNOT BE FAXED.



    By execution and delivery of this Exchange Subscription Signature Page, you
hereby redeem the units of limited partnership interest of the limited
partnership(s) named in Item 1 below and, by application of the proceeds of such
redemption to the payment of the purchase price for units of limited partnership
interest in one or more partnerships in the Morgan Stanley Charter Series you
hereby subscribe for units in the partnership(s) specified below at a price
equal to 100% of the net asset value per unit of the applicable partnership(s)
as of the close of business on the date of the applicable monthly closing.
 Redemption of units of any partnership for an exchange must be in whole units,
unless you are redeeming your entire interest in such partnership.



    BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE MORGAN STANLEY
CHARTER SERIES PROSPECTUS DATED APRIL * , 2002, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR BY YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


 ITEM 1 -- SUBSCRIBER

--------------------------------------------------------------------------------

<Table>
<S>                                            <C>                                 <C>     <C>
/ / / /-/ / / / /                              / / / /-/ / /-/ / / / /              OR     / / /-/ / / / / / /
MORGAN STANLEY DW ACCOUNT NO.                  SOCIAL SECURITY NUMBER                      TAXPAYER ID NUMBER
</Table>

<Table>
  <S>                    <C>       <C>                      <C>                  <C>                      <C>
  SYMBOL(S) FOR FUND(S)
  FROM WHICH UNITS ARE   SPECIFY QUANTITY OF UNITS TO BE REDEEMED                                         CHARTER SERIES
  TO BE REDEEMED         (CHECK BOX IF ENTIRE INTEREST; INSERT NUMBER IF WHOLE UNITS)                     FUND SYMBOL

  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
</Table>


 You hereby authorize Demeter Management Corporation to redeem the quantity of
 units of limited partnership interest set forth opposite the symbol for each
 partnership identified on the left above at the "Net Asset Value" thereof, as
 defined in the limited partnership agreement of each such partnership, less
 any redemption charges, and to utilize the net proceeds of that redemption to
 purchase units in the applicable Charter Series partnership as indicated on
 the right above. Redemptions for an exchange must meet the applicable minimum
 investment requirements described under "Subscription Procedure" in the
 prospectus.


--------------------------------------------------------------------------------


You hereby represent and agree that the name, address, and ownership capacity on
the Morgan Stanley DW account referenced on this Subscription Agreement are your
true and correct name, address, and ownership capacity, that the name, address,
and ownership capacity on the partnership's books and records shall be the same
as your name, address, and ownership capacity on such Morgan Stanley DW account,
and that you will promptly notify Morgan Stanley DW of any change in your
address, which change shall also be effective for all partnership purposes.



M Check here if you are a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate that is a dealer in
commodities or otherwise engaged in a trade or business within the U.S.A. to
which income, gain or loss from a partnership would be treated as effectively
connected.


                                      B-9
<Page>
--------------------------------------------------------------------------------


ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN BELOW

--------------------------------------------------------------------------------


INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION


If you are subscribing for a joint or community property account, the
statements, representations, and warranties set forth in this Subscription and
Exchange Agreement and Power of Attorney shall be deemed to have been made by
each owner of the account.


* If the units will be owned by joint owners, tenants in common, or as community
  property, signatures of all owners are required.


* In the case of a participant-directed employee benefit plan or IRA, the
  beneficiary must sign immediately below and the trustee or custodian must sign
  below under "Entity Subscription."


Full Name of Account: ..........................................................


                      Your Full Name or Full Name of Trust or Custodial Account
                      -- Do Not Use Initials


<TABLE>
<S>                          <C>                <C>                             <C>
X _______________________    _______________    X __________________________    _______________
  Signature of Subscriber    Date                 Signature of Co-Subscriber    Date
</TABLE>

<Table>
<S>                                                          <C>
............................................................  .........................................................
Print Full Name of Subscriber                                Print Full Name of Co-Subscriber
</Table>




ENTITY SUBSCRIPTION



ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS)
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR MORGAN STANLEY DW
THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO
INVESTMENTS BY ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
ANY PARTICULAR PLAN.



The undersigned officer, partner, trustee, manager, or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members (i) to complete, execute and deliver this Subscription
Agreement and Power of Attorney on their behalf; and (ii) to make the
statements, representations, and warranties made herein on their behalf; and (b)
the investment in each partnership specified is authorized under applicable law
and the governing documents of the entity, has been affirmatively authorized by
the governing board or body, if any, of the entity, and is legally permissible.


<Table>
<S>                                                          <C>                                         <C>
............................................................  X ______________________________________     ______________
Print Full Name of Entity                                      Signature of Person Signing for Entity      Date

............................................................  Title ....................................
Print Full Name of Person Signing for Entity
</Table>

--------------------------------------------------------------------------------

ITEM 3 -- FINANCIAL ADVISOR AND BRANCH MANAGER USE ONLY (COMPLETE IN FULL AND IN
INK)
--------------------------------------------------------------------------------


THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:



(1) the above signature(s) is/are true and correct.



(2) s/he has informed the Subscriber about the liquidity and marketability of
   the units as set forth in the Prospectus;



(3) based on information obtained from the Subscriber concerning the
   Subscriber's investment objectives, other investments, financial situation,
   needs and any other relevant information, that s/he reasonably believes that:



   (a) such Subscriber is or will be in a financial position appropriate to
      enable such Subscriber to realize the benefits of each partnership
      specified, as described in the Prospectus;



   (b) such Subscriber has a net worth sufficient to sustain the risk inherent
      in each partnership specified (including loss of investment and lack of
      liquidity); and



   (c) each partnership specified is otherwise a suitable investment for such
      Subscriber; and



(4) the Subscriber received the Prospectus at least five business days prior to
   the applicable monthly closing.



THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.


X ______________________________________________________________________________

  Signature of Financial Advisor



 ...............................................................................




Print Full Name of Financial Advisor



Telephone Number ( .............................. ).............................



THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:



(1) the above signature(s) is/are true and correct.



(2) the above client(s) is/are suitable.



X ______________________________________________________________________________




Signature of Branch Manager


  ..............................................................................



Print Full Name of Branch Manager


                                      B-10

<Page>
                                                                       EXHIBIT C


                         MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST




                       SUBSCRIPTION AGREEMENT UPDATE FORM




                                 APRIL * , 2002

         -------------------------------------------------------------

            PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE INK ONLY.




Morgan Stanley DW Account No.   / / / / __ / / / / / / /



     I am an investor in the following Morgan Stanley Charter Series
partnership(s) (mark each applicable box with an "X"):



       / /  Morgan Stanley Charter Graham L.P.



       / /  Morgan Stanley Charter Millburn L.P.



       / /  Morgan Stanley Charter Welton L.P.



       / /  Morgan Stanley Charter MSFCM L.P.



       / /  Morgan Stanley Charter Campbell L.P.



     I acknowledge receipt of the Morgan Stanley Charter Series Prospectus dated
April * , 2002 (the "Prospectus"). I have signed this form, which updates each
Subscription and Exchange Agreement and Power of Attorney I signed when I bought
units of the Morgan Stanley Charter Series partnership(s) checked above, so that
I may purchase additional units of such partnership(s) without the need to
execute a new Subscription Agreement. I understand that if I wish to purchase
additional units by way of an exchange, or if I wish to purchase units of any
Morgan Stanley Charter Series partnership in which I am not currently an
investor, I must first execute a new Subscription Agreement in the form annexed
to the applicable Prospectus as Exhibit B.



     I hereby confirm that the representations, warranties and other information
regarding the Subscriber in the Subscription Agreement(s) I previously executed
are still accurate, and that any purchase of additional units following the date
of this Subscription Agreement Update Form shall be deemed confirmation that
such representations, warranties, and other information are still accurate at
the time of that additional purchase. I will notify my Morgan Stanley Financial
Advisor prior to the purchase of additional units if there is any material
change in the Subscriber's representations, warranties, or other information
contained in the previously executed Subscription Agreement(s).


     I understand that I will need to execute a new Subscription Agreement
Update Form when a new Prospectus or Prospectus Supplement is issued.

IF SUBSCRIBER IS AN ENTITY

 ...............................................................................

Print Full Name of Entity


By: X __________________________________________________________________________



Signature



By:.............................................................................


Print Full Name of Person Signing for Entity


 ...............................................................................
Title
____________________________________



Date:


INDIVIDUAL SUBSCRIBERS

________________________________________________________________________________
Signature(s) of Subscriber(s)

 ...............................................................................

Print Full Name of Subscriber(s)


X ______________________________________________________________________________

Signature of Co-Subscriber


 ...............................................................................

Print Full Name of Co-Subscriber


____________________________________
Date:




       PLEASE RETURN THIS FORM TO YOUR MORGAN STANLEY FINANCIAL ADVISOR.



MORGAN STANLEY FINANCIAL ADVISOR: Upon making additons to an existing position
during the life of the current prospectus, this Agreement must be forwarded to
Demeter Management Corporation at Harborside Financial Center, Plaza Two, 7th
Floor, Jersey City, New Jersey 07311. This form cannot be faxed.


                                      C-1

<Page>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE MATTERS
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION IN WHICH SUCH OFFER IS
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO
SO, OR TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF ITS ISSUE.

     UNTIL 40 DAYS FROM THE DATE OF THIS PROSPECTUS, ALL DEALERS THAT EFFECT
TRANSACTIONS IN THESE SECURITIES, OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<Page>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<Table>
<S>                                                               <C>
SEC registration fee........................................      $  2,760
NASD filing fee.............................................         3,500
Printing and engraving......................................        25,000
Legal fees and expenses (excluding Blue Sky legal fees).....        15,000
Accounting fees and expenses................................         5,000
Escrow Agent fees...........................................           750
Blue Sky fees and expenses (including Blue Sky legal
  fees).....................................................        10,000
Miscellaneous...............................................        10,000
                                                                  --------
     Total..................................................      $ 72,000*
                                                                  --------
                                                                  --------
</Table>

------------------
*Represents an estimate of the Registrant's portion of fees and expenses that
are common to this Registration Statement, the Registration Statements on Form
S-1 for each of Morgan Stanley Charter Graham L.P. and Morgan Stanley Charter
MSFCM L.P. and Post-Effective Amendments No. 5 to the Registration Statements on
Form S-1 for each of Morgan Stanley Charter Millburn L.P. and Morgan Stanley
Charter Welton L.P., which are being filed concurrently with this Registration
Statement.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 14 of the Limited Partnership Agreement (a form of which is annexed
to the Prospectus as Exhibit A) provides for indemnification of the General
Partner and its affiliates (as such term is defined therein) by the Partnership
for any loss, liability, damage, cost or expense arising from any act, omission,
activity or conduct undertaken by or on behalf of the Partnership that is
determined by the General Partner in good faith to be in the best interests of
the Partnership and was not the result of misconduct or negligence. Section 11
of the Selling Agreement provides for indemnification of the General Partner and
its affiliates and its successors and assigns by Morgan Stanley DW Inc. ("MSDW")
for any loss, claim, damage, liability, cost and expense incurred for a breach
by MSDW of a representation or agreement in the Selling Agreement, or for
misleading statements and material omissions regarding MSDW in the Registration
Statement or Prospectus. Such Section also provides for the indemnification by
the Partnership of MSDW, the General Partner and their affiliates for any act,
omission, conduct, or activity undertaken by or on behalf of a Partnership that
is determined by MSDW or the General Partner, as applicable, in good faith to be
in the best interests of the Partnership and was not the result of misconduct or
negligence. Section 8 of the Customer Agreement, between the Partnership and
MSDW, provides for indemnification of MSDW and its affiliates for liabilities,
losses, damages, costs, or expenses for activities taken by or on behalf of the
Partnership which MSDW has determined in good faith are in the best interests of
the Partnership and are not the result of misconduct or negligence. Section 8 of
the Management Agreement provides for indemnification of the General Partner and
its affiliates by the Trading Advisor for losses, claims, damages, liabilities,
costs and expenses incurred as a result of actions or omissions by the Trading
Advisor involving the Partnership's trading which are the result of a breach of
agreement, representation or warranty or the result of bad faith, misconduct or
negligence.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

     None.

                                      II-1

<Page>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.

     (A) EXHIBITS

<Table>
<Caption>
    EXHIBIT
     NUMBER                            DESCRIPTION OF DOCUMENT
    --------                           -----------------------
    <C>              <S>
      1.01           Form of Amended and Restated Selling Agreement among the
                       Registrant, Morgan Stanley Charter Graham L.P., Morgan
                       Stanley Charter Millburn L.P., Morgan Stanley Charter
                       Welton L.P., Morgan Stanley Charter MSFCM L.P., Demeter
                       Management Corporation, and Morgan Stanley DW Inc.

      1.02           Form of Additional Seller Agreement between Morgan Stanley
                       DW Inc. and additional selling agents.

      3.01           Form of Limited Partnership Agreement of the Registrant
                       (included as Exhibit A to the Prospectus).

      3.02           Certificate of Limited Partnership of the Registrant.

      5.01           Opinion of Cadwalader, Wickersham & Taft to the Registrant
                       regarding the legality of Units (including consent).

      8.01           Opinion of Cadwalader, Wickersham & Taft to the Registrant
                       regarding certain federal income tax matters (including
                       consent).

     10.01           Form of Management Agreement among the Registrant, Demeter
                       Management Corporation and Campbell & Company, Inc.

     10.02           Form of Subscription and Exchange Agreement and Power of
                       Attorney to be executed by purchasers of Units (included
                       as Exhibit B to the Prospectus).

     10.03           Form of Subscription Agreement Update Form to be executed by
                       purchasers of units (included as Exhibit C to the
                       Prospectus).

     10.04           Form of Amended and Restated Escrow Agreement among the
                       Registrant, Morgan Stanley Charter Graham L.P., Morgan
                       Stanley Charter Millburn L.P., Morgan Stanley Charter
                       Welton L.P., Morgan Stanley Charter MSFCM L.P., Morgan
                       Stanley DW Inc., and The Chase Manhattan Bank, as escrow
                       agent.

     10.05           Form of Customer Agreement between the Registrant and Morgan
                       Stanley DW Inc.

     10.06           Form of Customer Agreement among the Registrant, Morgan
                       Stanley & Co. Incorporated, and Morgan Stanley DW Inc.

     10.07           Form of Customer Agreement between the Registrant and Morgan
                       Stanley & Co. International Limited.

     10.08           Form of Foreign Exchange and Options Master Agreement
                       between the Registrant and Morgan Stanley & Co.
                       Incorporated.

     10.09           Securities Account Control Agreement among the Registrant,
                       Morgan Stanley & Co. Incorporated and Morgan Stanley DW
                       Inc.

     23.01           Consent of Independent Auditors for Demeter Management
                       Corporation and the Registrant.

</Table>

                                      II-2

<Page>
     (B) FINANCIAL STATEMENTS.

     Included in the Prospectus:

              Morgan Stanley Charter Campbell L.P.
                  Independent Auditors' Report
                  Statements of Financial Condition
                  Notes to Statements of Financial Condition

                  Demeter Management Corporation
                  Independent Auditors' Report
                  Statements of Financial Condition
                  Notes to Statements of Financial Condition

ITEM 17. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (a) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to
reflect in the Prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (c) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) That all post-effective amendments will comply with the applicable
forms, rules, and regulations of the Securities and Exchange Commission in
effect at the time of such post-effective amendment.

     (4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (5) Insofar, as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3

<Page>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 27th day of March, 2002.

                                          MORGAN STANLEY CHARTER CAMPBELL L.P.

                                          By: DEMETER MANAGEMENT CORPORATION,
                                                  General Partner

                                          By:  /s/ Robert E. Murray
                                             ___________________________________
                                             Robert E. Murray, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
                   SIGNATURE                                      TITLE                            DATE
                   ---------                                      -----                            ----
<C>                                                 <S>                                   <C>
DEMETER MANAGEMENT CORPORATION                      General Partner

              /s/ ROBERT E. MURRAY                  Chairman of the Board, President,             March 27, 2002
------------------------------------------------      and Director of the General
                Robert E. Murray                      Partner

             /s/ MITCHELL M. MERIN                  Director of the General Partner               March 27, 2002
------------------------------------------------
               Mitchell M. Merin

                                                    Director of the General Partner
------------------------------------------------
             Joseph G. Siniscalchi

           /s/ EDWARD C. OELSNER, III               Director of the General Partner               March 27, 2002
------------------------------------------------
             Edward C. Oelsner, III

                                                    Director of the General Partner
------------------------------------------------
                Richard A. Beech

                                                    Director of the General Partner
------------------------------------------------
               Raymond A. Harris

              /s/ ANTHONY J. DELUCA                 Director of the General Partner               March 27, 2002
------------------------------------------------
               Anthony J. DeLuca

                /s/ RAYMOND KOCH                    Chief Financial and Principal                 March 27, 2002
------------------------------------------------      Accounting Officer of the
                  Raymond Koch                        General Partner
</Table>

                                      II-4
[{"type": "S-1", "sequence": "1", "filename": "s15-2665c_s1.txt", "description": "FORM S-1", "secsgml_size_bytes": 999422}]
{"company-data": {"conformed-name": "MORGAN STANLEY CHARTER CAMPBELL LP", "cik": "0001169749"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-85078", "film-number": "02589616"}, "mail-address": {"street1": "C/O DEMETER MGMT CORP MGD FUTURES DEPT", "street2": "825 THIRD AVE 8TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2002

                                                     REGISTRATION NO. 333-     *
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-1

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                                 MORGAN STANLEY
                             CHARTER CAMPBELL L.P.

          (Exact name of registrant as specified in charter document)
DELAWARE                                   6799                                  [PENDING]

    (State of Organization                (Primary Standard Industrial                    (IRS Employer
          of Issuer)                      Classification Code Number)                Identification Number)
------------------------
Managed Futures Department,                                 Robert E. Murray
             825 Third Avenue, 8th Floor                          DEMETER MANAGEMENT CORPORATION
              New York, New York 10022                              825 Third Avenue, 8th Floor
                   (212) 310-6444                                    New York, New York 10022
 (Address, including zip code and telephone number,                       (212) 310-6444
                including area code,                     (Name, address, including zip code, and telephone
    of registrant's principal executive offices)        number, including area code, of agent for service)
------------------------

                          COPIES OF COMMUNICATIONS TO:
Edwin L. Lyon, Esq.                            Isaac Finkle, Esq.
        Cadwalader, Wickersham & Taft                     Morgan Stanley DW Inc.
       1201 F Street, N.W., Suite 1100            1221 Avenue of the Americas, 27th Floor
           Washington, D.C. 20004                        New York, New York 10020
               (202) 862-2200                                 (212) 762-7825
------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                            ------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                            ------------------------

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                                                            PROPOSED
                                                            INITIAL         MAXIMUM        AMOUNT OF
         TITLE OF EACH CLASS OF             AMOUNT TO    OFFERING PRICE    AGGREGATE     REGISTRATION
      SECURITIES TO BE REGISTERED         BE REGISTERED     PER UNIT     OFFERING PRICE       FEE
------------------------------------------------------------------------------------------------------
Units of Limited Partnership                3,000,000
  Interest..............................      Units          $10.00       $30,000,000       $2,760
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MORGAN STANLEY CHARTER CAMPBELL L.P.

                             CROSS REFERENCE SHEET
ITEM                                                                                       LOCATION IN
         NO.                              REGISTRATION ITEM                                        PROSPECTUS
        ----                              -----------------                                        -----------
1.            Forepart of the Registration Statement and Outside
                          Front Cover Page of Prospectus.....................  Facing Page; Front Cover Pages.
          2.            Inside Front and Outside Back Cover Pages of
                          Prospectus.........................................  Inside Front Cover Page; Table of Contents.
          3.            Summary Information, Risk Factors, and Ratio of
                          Earnings to Fixed Charges..........................  Summary; Risk Factors; Description of Charges; Use
                                                                                 of Proceeds; The General Partner; The Commodity
                                                                                 Brokers.
          4.            Use of Proceeds......................................  Use of Proceeds.
          5.            Determination of Offering Price......................  Plan of Distribution.
          6.            Dilution.............................................  Not Applicable.
          7.            Selling Security Holders.............................  Not Applicable.
          8.            Plan of Distribution.................................  Plan of Distribution.
          9.            Description of Securities to be Registered...........  The Limited Partnership Agreement.
         10.            Interests of Named Experts and Counsel...............  Not Applicable.
         11.            Information with Respect to the Registrant
                        (a)  Description of Business.........................  Summary; Risk Factors; Use of Proceeds; The Charter
                                                                                 Series; The Trading Advisors; The Futures,
                                                                                 Options, and Forwards Markets; The Limited
                                                                                 Partnership Agreements.
                        (b) Description of Property..........................  Not Applicable.
                        (c) Legal Proceedings................................  Litigation; The Trading Advisors.
                        (d) Market Price of and Dividends on the Registrant's
                            Common Equity and Related Stockholder Matters....  Risk Factors.
                        (e) Financial Statements.............................  Independent Auditors' Reports.
                        (f) Selected Financial Data..........................  Selected Financial Data.
                        (g) Supplementary Financial Information..............  Selected Financial Data.
                        (h) Management's Discussion and Analysis of Financial
                            Condition and Results of Operations..............  Management's Discussion and Analysis of Financial
                                                                                 Condition and Results of Operations.
                        (i) Changes in and Disagreements with Accountants on
                            Accounting and Financial Disclosure..............  Not Applicable.
                        (j) Quantitative and Qualitative Disclosures About
                            Market Risk......................................  Quantitative and Qualitative Disclosures About
                                                                                 Market Risk.
                        (k) Directors and Executive Officers.................  The General Partner.
                        (l) Executive Compensation...........................  Summary; Conflicts of Interest; Fiduciary
                                                                                 Responsibility; Description of Charges; Risk
                                                                                 Factors; The Trading Advisors; The General
                                                                                 Partner; The Commodity Brokers.
                        (m) Security Ownership of Certain Beneficial Owners
                          and Management.....................................  The General Partner; Independent Auditors' Reports.
                        (n) Certain Relationships and Related Transactions...  Summary; Conflicts of Interest; Fiduciary
                                                                                 Responsibility; Description of Charges; Risk
                                                                                 Factors; The Trading Advisors; The General
                                                                                 Partner; The Commodity Brokers.
         12.            Disclosure of Commission Position on Indemnification
                          for Securities Act Liabilities.....................  Fiduciary Responsibility.
EXPLANATORY STATEMENT

     The Prospectus contained in this Registration Statement relates to the
Units of Limited Partnership Interest for each of the following Registrants:
REGISTRATION    UNITS OUTSTANDING    UNITS BEING
                                                 STATEMENT           AS OF          CONCURRENTLY
                 REGISTRANT                        NOS.        FEBRUARY 28, 2002     REGISTERED
                 ----------                    ------------    -----------------    ------------
Morgan Stanley Charter Graham L.P.             333-60115 and     4,248,126.534       2,000,000
                                               333-91563

Morgan Stanley Charter Millburn L.P.           333-60103 and     4,373,218.521       3,000,000
                                               333-91569

Morgan Stanley Charter Welton L.P.             333-60097 and     5,045,111.634          --
                                               333-91567

Morgan Stanley Charter MSFCM L.P.              333-41684           939,976.538          --

Morgan Stanley Charter Campbell L.P.                                                 3,000,000
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission  is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                      SUBJECT TO COMPLETION: MARCH 27, 2002

                         MORGAN STANLEY CHARTER SERIES
MAXIMUM          NET ASSET
                                                                  AVAILABLE           VALUE
                                                                    UNITS           PER UNIT
                                                                  ---------         ---------
$
MORGAN STANLEY CHARTER GRAHAM L.P...........................    4,248,126.534         13.99
MORGAN STANLEY CHARTER MILLBURN L.P.........................    4,373,218.521          9.35
MORGAN STANLEY CHARTER WELTON L.P...........................    5,045,111.634          7.09
MORGAN STANLEY CHARTER MSFCM L.P............................      939,976.538         17.20
MORGAN STANLEY CHARTER CAMPBELL L.P.........................    3,000,000.000         10.00
Each partnership trades futures, forwards and options contracts pursuant to
trading programs employed by the trading advisor for that partnership. You may
purchase units as of the last day of each month. The price you pay for each unit
will equal 100% of the net asset value per unit on the date of purchase. The
total number of units available and the net asset value per unit for each
partnership as of January 31, 2002 is set forth above. The net asset value per
unit of Charter Campbell is its initial offering price, which will be available
commencing   *   , 2002
Minimum Initial Purchase.............................    $20,000
                                                         in one or more partnerships
Minimum Per Partnership..............................    $ 5,000
Minimum Purchase for Existing Investors..............    $ 1,000
Before you invest you will be required to represent and warrant that you meet
applicable state minimum financial suitability standards. You are encouraged to
discuss your investment with your financial, legal, and tax advisors before you
invest.

Your subscription funds will be held in escrow at The Chase Manhattan Bank, New
York, New York until they are transferred to the partnership whose units you
have purchased.

THESE ARE SPECULATIVE SECURITIES. YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF
YOUR INVESTMENT IN THE PARTNERSHIPS. READ THIS PROSPECTUS CAREFULLY AND CONSIDER
THE "RISK FACTORS" SECTION BEGINNING ON PAGE * . IN PARTICULAR, YOU SHOULD BE
AWARE THAT:

    * Each partnership's futures, forwards, and options trading is speculative
      and trading performance has been, and is expected to be, volatile.

    * Each partnership's trading is highly leveraged, which accentuates the
      trading profit or trading loss on a trade.

    * Past performance is not necessarily indicative of future results.

    * You may not redeem your units until you have been an investor for at least
      six months.

    * If you redeem units within 24 months after they are purchased, you will
      pay a redemption charge, except in defined circumstances.

    * Units will not be listed on an exchange and no other secondary market will
      exist for the units.

    * The fixed expenses of each partnership will require the partnership to
      earn annual net trading profits, after taking into account estimated
      interest income, of the following percentages of average annual net
      assets:
WITHOUT A            WITH A 2%
                                           REDEMPTION CHARGE    REDEMPTION CHARGE
                                           -----------------    -----------------
Charter Graham.........................          7.09%                9.13%
Charter Millburn.......................          7.09%                9.13%
Charter Welton.........................          7.09%                9.13%
Charter MSFCM..........................          7.09%                9.13%
Charter Campbell.......................          7.84%                9.88%
------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN ANY ONE OF THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
                            ------------------------

                             MORGAN STANLEY DW INC.

                                    * , 2002
COMMODITY FUTURES TRADING COMMISSION
                           RISK DISCLOSURE STATEMENT

     YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.

     FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO EACH POOL BEGINNING AT
PAGE * AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK-EVEN, THAT IS
TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE * .

     THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THESE COMMODITY POOLS. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD
CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE
PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING AT PAGE * .

     YOU SHOULD ALSO BE AWARE THAT EACH OF THESE COMMODITY POOLS MAY TRADE
FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE
THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET,
MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO
THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR EACH POOL MAY
BE EFFECTED.

                                       i
PART ONE
                              DISCLOSURE DOCUMENT

                               TABLE OF CONTENTS
PAGE
Summary...............................................................       1
Risk Factors..........................................................      10
  Trading and Performance Risks.......................................      10
    The partnerships' trading is speculative and volatile.............      10
    The partnerships' trading is highly leveraged.....................      10
    Options trading can be more volatile than futures trading.........      11
    You should not rely on the past performance of a partnership in
      deciding to purchase units......................................      11
    Charter Campbell is a new fund and will be subject to special
      risks during its start-up period................................      11
    Market illiquidity may cause less favorable trade prices..........      11
    Trading on foreign exchanges presents greater risks to each
      partnership than trading on U.S. exchanges......................      11
    The unregulated nature of the forward markets creates counterparty
      risks that do not exist in futures trading on exchanges.........      12
    The partnerships are subject to speculative position limits.......      12
    The partnerships could lose assets and have their trading
      disrupted if a commodity broker or others become bankrupt.......      12
  Partnership and Offering Risks......................................      13
    Each partnership incurs substantial charges.......................      13
    Incentive fees may be paid by a partnership even though the
      partnership sustains trading losses.............................      13
    Restricted investment liquidity in the units......................      13
    Each partnership's structure has conflicts of interest............      13
    An investment in units may not diversify an overall portfolio.....      14
    No assurance that units of Charter Campbell will be sold..........      14
    The limited portfolio employed by Charter Campbell may result in
      increased volatility............................................      14
  Trading Advisor Risks...............................................      14
    Reliance on the trading advisor to trade successfully.............      14
    Market factors may adversely influence the trading programs.......      14
    Single-advisor funds lack the diversity of multi-advisor funds....      14
    Increasing the assets managed by a trading advisor may adversely
      affect performance..............................................      14
    Charter Graham's use of an increased rate of leverage could affect
      future performance..............................................      14
    Limited partners will not be aware of changes to trading
      programs........................................................      15
    Limited term of management agreements may limit access to a
      trading advisor.................................................      15
    The quarterly incentive fee paid by Charter DWFCM can create
      certain distortions regarding the share of the incentive fee
      borne by each investor..........................................      15
                                                                          PAGE
  Taxation Risks......................................................      15
    Even though the partnerships do not intend to make distributions,
      you will be liable for taxes on your share of any trading
      profits and any other income of the partnerships in which you
      have invested...................................................      15
    The partnerships' tax returns could be audited....................      15
Conflicts of Interest.................................................      15
Fiduciary Responsibility and Liability................................      18
Description of Charges................................................      20
Use of Proceeds.......................................................      24
The Charter Series....................................................      26
Selected Financial Data and Selected Quarterly Financial Data.........      35
Management's Discussion and Analysis of Financial Condition and
  Results of Operations...............................................      38
Quantitative and Qualitative Disclosures About Market Risk............      46
The General Partner...................................................      55
The Trading Advisors..................................................      61
Exchange Right........................................................      90
Redemptions...........................................................      91
The Commodity Brokers.................................................      93
Litigation............................................................      95
The Limited Partnership Agreements....................................      95
Plan of Distribution..................................................      99
Subscription Procedure................................................     102
Purchases by Employee Benefit Plans--ERISA Considerations.............     104
Material Federal Income Tax Considerations............................     105
State and Local Income Tax Aspects....................................     111
Legal Matters.........................................................     112
Experts...............................................................     112
Where You Can Find More Information...................................     112
                               PART TWO
                 STATEMENT OF ADDITIONAL INFORMATION
The Futures, Options, and Forwards Markets............................     113
Potential Advantages..................................................     117
Supplemental Performance Information..................................     131
Glossary of Terms.....................................................     153
Financial Statements..................................................     F-1
  Exhibit A--Form of Amended and Restated Limited Partnership
    Agreements........................................................     A-1
    Annex A--Request for Redemption...................................    A-27
  Exhibit B--Specimen Form of Subscription and Exchange Agreement and
    Power of Attorney.................................................     B-1
  Exhibit C--Specimen Form of Subscription Agreement Update Form......     C-1
iii
The date of this prospectus is April * , 2002.

                                    SUMMARY

     Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and its exhibits
carefully before you decide to invest.

                         MORGAN STANLEY CHARTER SERIES

     The Morgan Stanley Charter Series consists of five continuously offered
limited partnerships, each organized in the State of Delaware:
DATE ORGANIZED
                                                     -----------------
Morgan Stanley Charter Graham L.P.                     July 15, 1998
Morgan Stanley Charter Millburn L.P.                   July 15, 1998
Morgan Stanley Charter Welton L.P.                     July 15, 1998
Morgan Stanley Charter MSFCM L.P.                    October 22, 1993
Morgan Stanley Charter Campbell L.P.                  March 26, 2002
The offices of each partnership are located at 825 Third Avenue, 8th Floor,
New York, New York 10022, telephone (212) 310-6444.

     Each partnership provides the opportunity to invest in futures, forwards,
and options contracts managed by an experienced, professional trading advisor.
Since each partnership's assets are traded by a different trading advisor, each
employing a different trading program, you should review the specific
information relating to each partnership and its trading advisor to better
understand how a partnership may fit into your overall investment plan. If you
decide to invest in more than one partnership, you may allocate your investment
among any one or more of the partnerships and, after an initial six-month
holding period, you may shift your investment among one or more of the other
Charter Series partnerships.

     A futures contract is an agreement to buy or sell a fixed amount of a
commodity or other underlying product, instrument, or index at a predetermined
price at a specified time in the future. In order to secure its obligation to
make or take delivery under a futures contract, the trader must deposit funds,
referred to as margin, with the commodity broker through which it trades. An
option on a futures contract gives the buyer of the option, in exchange for a
one-time payment known as premium, the right, but not the obligation, to buy or
sell a futures contract at a specified price within a specified period of time.
The seller of an option on a futures contract receives the premium payment and
has the obligation to buy or sell the futures contract at the specified price
within the specified period of time. Futures contracts and options on futures
contracts are traded on U.S. and foreign exchanges. A forward contract is an
agreement directly between two parties to buy or sell a fixed amount of an
underlying product at an agreed price at an agreed date in the future. Forward
contracts are not traded on exchanges, but rather are traded in the dealer
markets. A partnership may take long positions in futures, forwards, and options
contracts in which the partnership is obligated to take delivery of the
underlying commodity, product, instrument, or index. A partnership also may take
short positions in those contracts in which the partnership has an obligation to
deliver the underlying commodity, product, instrument, or index. Futures,
forwards, and options contracts are traded in a number of commodities, products,
instruments, and indices, including foreign currencies, financial instruments,
precious and industrial metals, energy products, agricultural commodities, stock
indices, and "soft" commodities like cotton and cocoa. For additional
information on the futures, options, and forwards markets, see "Statement of
Additional Information" beginning on page * .

     The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of

                                       1
stocks and bonds. While the partnerships have the same overall investment
objective, and the trading advisors may trade in the same futures, forwards, and
options contracts, each trading advisor and its trading programs trades
differently. Each partnership has a different trading advisor and trading
program. You should review and compare the specifics of each partnership, its
terms, and its trading advisor before selecting one or more partnerships in
which to invest.

MORGAN STANLEY CHARTER GRAHAM L.P.

     This partnership's assets are traded by Graham Capital Management, L.P.
pursuant to its Global Diversified Program at 1.5 times the leverage it normally
applies for the program and its K4 Program at 1.5 times the leverage it normally
applies for the program. The Global Diversified Program utilizes computerized
trading models to participate in the potential profit opportunities in
approximately 80 markets. The computer models on a daily basis analyze the
recent price action, the relative strength, and the risk characteristics of each
market and compare statistically the quantitative results of this data to years
of historical data on each market. The program will normally have weightings of
approximately 26% in futures contracts based on short-term and long-term global
interest rates, 25% in currencies, 17% in stock index futures, 15% in softs and
agricultural futures, 8% in metal futures, and 9% in energy futures. The K4
Program uses a mathematical model to identify certain price patterns that have
very specific characteristics indicating that there is a high probability that a
significant directional move will occur, and will normally enter or exit a
position only when a significant price and volatility spike takes place. The
program trades in approximately * markets and will normally have weightings of
approximately * % in futures contracts based on short-term and long-term global
interest rates, * % in currencies, * % in stock index futures, * % in softs and
agricultural futures, * % in metal futures, and * % in energy futures. The
actual weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.

MORGAN STANLEY CHARTER MILLBURN L.P.

     This partnership's assets are traded by Millburn Ridgefield Corporation
pursuant to its Diversified Portfolio at standard leverage. The objective of
Millburn's trading method is to participate in major sustained price moves in
the markets traded. Millburn will make trading decisions pursuant to its trading
method, which includes technical trend analysis and certain non-trend-following
technical systems, as well as the application of money management principles.
The Diversified Portfolio trades approximately 50 markets and will normally have
weightings of approximately 31% in currencies, 31% in interest rates, 7% in
softs and agricultural futures, 10% in stock index futures, 15% in energy
futures, and 6% in metal futures. The actual weightings and leverage used in
each market may change over time.

MORGAN STANLEY CHARTER WELTON L.P.

     This partnership's assets are traded by Welton Investment Corporation
pursuant to its Diversified Portfolio at standard leverage and its Alpha
Portfolio as an overlay to the Diversified Portfolio. Trading the Alpha
Portfolio as an overlay to the Diversified Portfolio enables the partnership to
gain exposure to both trading programs as if 100% of the assets of the
partnership were traded in each program. The Diversified Portfolio employs
multiple trading strategies, consisting primarily of proprietary mathematical
systems, in an attempt to profitably participate in a variety of market
conditions. The Diversified Portfolio trades in approximately 75 global futures,
forwards, and options markets and will normally have weightings of approximately
29% in global interest rate futures, 20% in currencies, 20% in stock index
futures, 4% in softs and agricultural futures, 10% in metal futures, and 17% in
energy futures. The actual weightings and leverage used in each market may
change over time. The Alpha Portfolio utilizes fewer trading styles on a more
limited group of highly liquid futures and options markets. The Alpha Portfolio
trades in approximately * markets and will normally have weightings of
approximately * % in global interest rate futures, * % in currencies, * % in
stock index futures, * % in softs and agricultural

                                       2
futures, * % in metal futures, and * % in energy futures. The actual weightings
and leverage used in each market may change over time.

MORGAN STANLEY CHARTER MSFCM L.P.

     This partnership's assets are traded by Morgan Stanley Futures & Currency
Management Inc. pursuant to its Global Portfolio at standard leverage. The
Global Portfolio employs a technical trading strategy that concentrates
participation in futures contracts traded on futures exchanges worldwide and
select foreign currencies traded in the forward markets. The Global Portfolio
trades global interest rates and stock index futures, currencies, energy
futures, and precious and industrial metals. The Global Portfolio trades
approximately 20 markets and will normally have weightings of approximately 33%
in global interest rate futures, 2% in stock index futures, 33% in currencies,
19% in energy futures, and 13% in metal futures. The actual weightings and
leverage used in each market may change over time.

MORGAN STANLEY CHARTER CAMPBELL L.P.

     This new partnership's assets will initially be traded by Campbell &
Company, Inc. pursuant to its Financial, Metal & Energy Small (Above $5 million)
Portfolio. Once Charter Campbell's assets equal at least $8 million, Campbell
will trade the partnership's assets pursuant to its Financial, Metal & Energy
Large Portfolio. Campbell's trading models are designed to detect and exploit
medium- to long-term price changes, while also applying proven risk management
and portfolio management principles. Trading models may include trend-following
trading models, counter-trend trading models, and trading models that do not
seek to identify or follow price trends at all. The Financial, Metal & Energy
Small (Above $5 million) Portfolio trades more than * markets and will normally
have weightings of approximately *% in global interest rate futures, *% in stock
index futures, *% in currencies, *% in energy futures, and *% in metal futures.
The Financial, Metal & Energy Large Portfolio trades more than 50 markets and
will normally have weightings of approximately 25% in global interest rate
futures, 14% in stock index futures, 48% in currencies, 12% in energy futures,
and 1% in metal futures.

                               WHO MAY SUBSCRIBE
INVESTMENT CONSIDERATIONS

     You should purchase units in a partnership only if you understand the risks
involved in the investment and only if your financial condition permits you to
bear those risks, including the risk of losing all or substantially all of your
investment in the partnership. You should invest in the units only with the risk
capital portion of your investment portfolio.

MINIMUM INVESTMENT

     If you are a new investor in the Charter Series of partnerships, you must
invest at least $20,000. You may allocate your investment among any one or more
of the partnerships in the Charter Series, but you must invest at least $5,000
in a partnership. Once you become an investor in any Charter Series partnership,
you may increase that investment with an additional contribution of at least
$1,000.

     If you are an investor in another limited partnership for which Demeter
Management Corporation serves as the general partner, you may redeem your
interest in that other partnership and use the proceeds to invest in any one or
more of the Charter Series of partnerships. The $20,000 minimum subscription
will be satisfied if the proceeds from the redemption would have equaled at
least $20,000 as of the last day of the month immediately preceding the monthly
closing at which the units are purchased, irrespective of whether the actual
proceeds from the redemption are less than $20,000 when the units are redeemed.

     The general partner may, in its sole discretion, reject any subscription in
whole or in part.

                                       3
FINANCIAL SUITABILITY

     Unless otherwise specified in the subscription agreement under "State
Suitability Requirements," you must have either: a net worth of at least
$150,000, exclusive of home, furnishings, and automobiles; or both a net worth
of at least $45,000, exclusive of home, furnishings, and automobiles, and an
annual income of at least $45,000. You should be aware, however, that certain
states impose more restrictive suitability and/or higher minimum investment
requirements. Before you invest you will be required to represent and warrant
that you meet the applicable state minimum financial suitability standard set
forth in the subscription agreement, which may also require a greater minimum
investment.

LIMITED REVOCATION RIGHT

     After you subscribe for units in any Charter Series partnership, you will
have limited rights to revoke your subscription. You may only revoke a
subscription and receive a full refund of the subscription amount, plus any
accrued interest, within five business days after execution of the subscription
agreement or no later than 3:00 P.M., New York City time, on the date of the
applicable monthly closing, whichever comes first, by delivering written notice
to your Morgan Stanley financial advisor.

                             THE OFFERING OF UNITS
CHARTER CAMPBELL'S INITIAL OFFERING

     3,000,000 units of Charter Campbell are being offered for sale at $10 per
unit at its initial closing, which is currently scheduled to be held as of * ,
2002. The period from the date of this prospectus through  *  , 2002 is the
initial offering period for Charter Campbell. The initial offering period,
however, may be extended to  *  , 2002 in the sole discretion of the general
partner. The general partner must receive and accept subscriptions for at least
500,000 units during the initial offering period in order for Charter Campbell
to commence trading operations. If investors do not subscribe for at least
500,000 units of Charter Campbell during the initial offering period, the
offering will terminate and each subscriber's customer account will be credited
for the full subscription amount, with interest.

THE CHARTER SERIES CONTINUOUS OFFERING

     Each partnership is continuously offering, and Charter Campbell, once it
has held its initial closing, will offer units of limited partnership interest
for sale at monthly closings held as of the last day of each month. You can
purchase units at a price equal to 100% of a partnership's month-end net asset
value. The general partner calculates each partnership's net asset value per
unit on a monthly basis by dividing the partnership's month-end net assets by
the number of its month-end outstanding units. A partnership's net assets is its
assets minus its liabilities.

ESCROW TERMS

     During Charter Campbell's initial offering period and during each
partnership's continuous offering, your subscription will be transferred to, and
held in escrow by, The Chase Manhattan Bank, New York, New York. Subscription
funds held in escrow will be invested in the escrow agent's money market account
and will earn interest at the rate then paid by the bank on that money market
account. If the general partner accepts your subscription, the escrow agent will
pay the subscription amount to the appropriate partnerships and pay any interest
earned on those funds to Morgan Stanley DW Inc., the non-clearing commodity
broker for each partnership. In turn, the non-clearing commodity broker will
credit your customer account with the interest. If the general partner rejects a
subscription, your account will be credited in an amount equal to the rejected
subscription amount, together with any interest earned on those funds while held
in escrow.

                                       4
SUMMARY OF RISK FACTORS YOU SHOULD CONSIDER

     * These are speculative securities.

     * You could lose all or substantially all of your investment in the
       partnerships.

     * Past performance is not necessarily indicative of future results.

     * Each partnership's futures, forwards, and options trading is speculative
       and trading performance has been, and is expected to be, volatile.

     * Each partnership's trading is highly leveraged, which accentuates the
       trading profit or loss on a trade.

     * Charter Campbell has not commenced trading and does not have any
       performance history.

     * You may not redeem your units until you have been an investor for at
       least six months.

     * If you redeem units within 24 months after they are purchased,
       you will pay a redemption charge, except in defined circumstances.

     * Units will not be listed on an exchange and no other secondary market
       will exist for the units.

     * Each partnership pays substantial charges and fees and must earn
       substantial trading profits in order to pay these expenses.

     * Profits earned by a partnership will be taxable to an investor even
       though the general partner does not intend to make any distributions.

                          MAJOR CONFLICTS OF INTEREST

     * Because the general partner, the commodity brokers, and the trading
       advisor for Charter MSFCM are affiliates, the fees and other compensation
       received by those parties and the other terms relating to the operation
       of the partnerships and the sale of units were not negotiated by an
       independent party.

     * Because your Morgan Stanley financial advisor receives a portion of the
       brokerage fees paid by the partnerships, your financial advisor has a
       conflict of interest in advising you in the purchase or redemption of
       units.

     * The trading advisors, commodity brokers, and general partner may trade
       futures, forwards, and options for their own accounts and, thus, they may
       compete with a partnership for positions. Also, the other commodity pools
       managed by the general partner and the trading advisors compete with the
       partnerships for positions. These conflicts can result in less favorable
       prices on the partnerships' transactions.

                              THE GENERAL PARTNER

     The general partner for each partnership is Demeter Management Corporation,
a Delaware corporation. The general partner is or has been the general partner
of 35 other commodity pools and currently operates 23 other commodity pools. As
of January 31, 2002, the general partner managed $1.4 billion of client assets.
The general partner's main business office is located at 825 Third Avenue, 8th
Floor, New York, New York 10022, telephone (212) 310-6444.

                             THE COMMODITY BROKERS

     The commodity brokers for the partnerships are responsible for holding the
partnerships' funds deposited with them as margin for trades. If the commodity
broker is also a clearing broker, it will also be responsible for assuring that
the partnerships' trades are properly processed and recorded or "cleared" by the
clearinghouse affiliated with the exchange on which the trade took place.

                                       5
Morgan Stanley DW Inc., an affiliate of the general partner, is the
non-clearing commodity broker for each partnership. As non-clearing commodity
broker, Morgan Stanley DW Inc. holds each partnership's funds and provides
margin funds to the clearing commodity brokers for the partnership's futures,
forwards, and options positions.

     Morgan Stanley & Co. Incorporated, an affiliate of the general partner,
serves as the clearing commodity broker for each partnership, with the exception
of trades on the London Metal Exchange, which are cleared by Morgan Stanley
& Co. International Limited, also an affiliate of the general partner. In
addition, Morgan Stanley & Co. Incorporated acts as the counterparty on all of
the foreign currency forward trades for the partnerships.

                              ORGANIZATIONAL CHART

     Following is an organizational chart, which shows the relationships among
the various parties involved with this offering. All of the parties are
affiliates of Morgan Stanley Dean Witter & Co. except for the trading advisors
for Charter Graham, Charter Millburn, Charter Welton, and Charter Campbell.

                                   [Chart]

------------------

     *Demeter presently serves as general partner for 23 other commodity pools.
Morgan Stanley DW acts as the non-clearing commodity broker for all of the
commodity pools. Morgan Stanley acts as clearing commodity broker for all but
one of the other commodity pools, and Morgan Stanley International serves as the
clearing commodity broker for trades of such pools that take place on the London
Metal Exchange. Morgan Stanley DW also serves as selling agent for all of the
commodity pools managed by the general partner. All of the commodity pools,
including the partnerships, are managed and traded independently of one another.

                                       6
FEES TO BE PAID BY THE PARTNERSHIPS

     The partnerships pay the following fees on a monthly basis, except that
Charter MSFCM pays a quarterly incentive fee:
MANAGEMENT FEE                            BROKERAGE FEE
                                        (ANNUAL RATE)        INCENTIVE FEE        (ANNUAL RATE)
                                        --------------       -------------        -------------
                                              %                    %                    %
Charter Graham..................            2                  20                 6.75
    Charter Millburn................            2                  20                 6.75
    Charter Welton..................            2                  20                 6.75
    Charter MSFCM...................            2                  20                 6.75
    Charter Campbell................         2.75                  20                 6.75
The management fee payable to each trading advisor and the brokerage fee
payable to the non-clearing commodity broker are based on a percentage of net
assets and will be paid monthly regardless of a partnership's performance. Each
partnership pays its trading advisor an incentive fee only if trading profits
are earned on the net assets managed by the trading advisor. Trading profits
represent the amount by which profits from futures, forwards, and options
trading exceed losses, after brokerage, management, and incentive fees have been
paid.

     Neither you nor the partnerships will pay any selling commissions or
organizational, initial, or continuing offering expenses in connection with the
offering of units by the partnerships. The non-clearing commodity broker will
pay all costs incurred in connection with the organization of Charter Campbell
and its initial offering of units. The non-clearing commodity broker will also
pay all costs incurred in connection with the continuing offering of units of
each partnership and will pay the ordinary administrative expenses of each
partnership. Each partnership will pay any extraordinary expenses it may incur.

                             BREAK EVEN ANALYSIS

     Following is a table that sets forth the fees and expenses that you would
incur on an initial investment of $20,000 in a partnership and the amount that
your investment must earn, after taking into account estimated interest income,
in order to break even after one year and after more than two years. The fees
and expenses applicable to each partnership are described above.

                                       7
$20,000 INVESTMENT
                                                               ------------------
                                                      CHARTER SERIES
                                                        PARTNERSHIPS
                                                         (EXCLUDING
                                                           CHARTER
                                                          CAMPBELL)       CHARTER CAMPBELL
                                                        ------------      ----------------
Management Fee.....................................           400                 550
Brokerage Fee......................................         1,350
Less: Interest Income (1)..........................          (332)               (332)
Incentive Fee (2)..................................            --                  --
Redemption Charge (3)..............................           408                 408
Amount of trading profits a partnership must earn
for you to recoup your initial investment at the
end of one year after paying a redemption charge...         1,826               1,976
Trading profits as a percentage of net assets that
a partnership must earn for you to recoup your
initial investment at the end of one year after
paying a redemption charge.........................          9.13                9.88
Amount of trading profits a partnership must earn
each year for you to recoup your initial investment
after two years with no redemption charge..........         1,418               1,568
Trading profits as a percentage of net assets that
a partnership must earn each year for you to recoup
your initial investment after two years with no
redemption charge..................................          7.09                7.84
(1) The partnerships receive interest at the rate earned by the non-clearing
    commodity broker on its U.S. Treasury bill investments with customer
    segregated funds as if 100% of each partnership's average daily net assets
    for the month were held and invested at that rate. In addition, the
    non-clearing commodity broker will credit each partnership with 100% of the
    interest income the non-clearing commodity broker receives from the clearing
    commodity brokers with respect to such partnership's assets deposited as
    margin with the clearing commodity brokers. For purposes of the break-even
    calculation, it was estimated that approximately 80% of a partnership's
    average daily funds maintained in trading accounts will be on deposit with
    the non-clearing commodity broker and earn interest income at a rate of
    approximately 1.7%, and that approximately 20% of a partnership's average
    daily funds maintained in trading accounts will be on deposit with the
    clearing commodity broker and generate interest income at a rate of
    approximately 1.5%. An interest rate of 1.7% was derived by using an average
    of the blended rate for the five recent weekly auction rates for three-month
    U.S. Treasury bills and adjusting for the historical rate that the
    non-clearing commodity broker earned in excess of such amount. The combined
    rate used for this break even analysis is estimated to be approximately
    1.66%. Investors should be aware that the break even analysis will fluctuate
    as interest rates fluctuate, with the break even percentage declining as
    interest rates increase or increasing as interest rates decline.

(2) Incentive fees are paid to a trading advisor only on trading profits earned.
    Trading profits are determined after deducting all partnership expenses,
    other than any extraordinary expenses, and do not include interest income.
    Therefore, incentive fees will be zero at the partnership's break even
    point. Further, it is not necessary to have trading profits are not
    necessary to cover the redemption charge because the interest earned by the
    partnership during the year will exceed the redemption charge to the
    investor.

(3) Units redeemed at the end of 12 months from the date of purchase are
    generally subject to a 2% redemption charge; after 24 months there are no
    redemption charges.

                                       8
REDEMPTION CHARGES INCURRED BY YOU

     You will pay a redemption charge equal to 2% of the net asset value of the
units redeemed if you redeem within the first 12 months after the units were
purchased, and 1% if you redeem units within the 13th through 24th month after
the units were purchased. Units are not subject to a redemption charge after you
have owned them for more than 24 months.

     You will not incur a redemption charge if you redeem units during the first
24 months after they were issued in the following circumstances:

     * If you redeem units immediately following notice of an increase in
       brokerage, management or incentive fees.

     * If you redeem units in connection with an exchange for units in another
       Charter Series partnership.

     * If you acquire units with the proceeds from the redemption of interests
       in a non-Charter Series partnership for which Demeter serves as the
       general partner, you will not be subject to a redemption charge on those
       units when they are redeemed.

     * If you previously redeemed units and paid a redemption charge or held
       those units for at least 24 months, you will not have to pay a redemption
       charge on subsequently purchased units, provided they are purchased
       within 12 months of the redemption of the old units and the purchase
       price of the new units does not exceed the net proceeds received from the
       prior redemption.

                                  REDEMPTIONS

     Once you have been an investor in any Charter Series partnership for more
than six months, you are permitted to redeem any part of your investment, even
if subsequent purchases have been held for less than six months. However, you
will pay a redemption charge of 2% of the net asset value redeemed if your
redeemed units were purchased within 12 months of the date of redemption, and 1%
if purchased within 13 to 24 months of the date of redemption. You will not be
subject to a redemption charge after you have owned your units for more than 24
months. Unless you are redeeming your entire interest in a partnership,
redemptions may only be made in whole units, with a minimum of 100 units
required for each redemption.

                                 EXCHANGE RIGHT

     You may redeem units in any partnership after you have been an investor for
six months and use the proceeds to purchase units in one or more of the other
partnerships in the Charter Series at a price equal to 100% of the net asset
value per unit, without incurring any redemption or other charge on the
transaction.

                                 DISTRIBUTIONS

     The general partner currently does not intend to make any distribution of
partnership profits.

                               TAX CONSIDERATIONS

     Even though the general partner currently does not intend to make
distributions, your allocable share of the trading profits and other income of
the partnerships in which you invest will be taxable to you.

     The trading activities of each partnership, in general, generate capital
gains and loss and ordinary income. 40% of any trading profits on U.S.
exchange-traded contracts are taxed as short-term capital gains at your ordinary
income tax rate, while 60% of such gains are taxed at your long-term capital
gains tax rate. We expect that each partnership's trading gains from other
contracts will be primarily short-term capital gains. This tax treatment applies
regardless of how long you hold your units.

     You may deduct losses on units against capital gains income. You may deduct
losses in excess of capital gains against ordinary income only to the extent of
$3,000 per year. Consequently, you could pay tax on a partnership's interest
income even though you have lost money on your units.

                                       9
RISK FACTORS

     This section includes all of the principal risks that you will face with an
investment in the partnerships. Each risk factor applies equally to each
partnership, except where specifically noted.

TRADING AND PERFORMANCE RISKS

     THE PARTNERSHIPS' TRADING IS SPECULATIVE AND VOLATILE. The rapid
fluctuations in the market prices of futures, forwards, and options makes an
investment in the partnerships volatile. Volatility is caused by changes in
supply and demand relationships; weather; agricultural, trade, fiscal, monetary,
and exchange control programs; domestic and foreign political and economic
events and policies; and changes in interest rates. If a trading advisor
incorrectly predicts the direction of prices, large losses may occur. As can be
seen from the information in the performance capsules for the partnerships on
pages * to * , each partnership has experienced volatility in its performance on
both a monthly and an annual basis.

     THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED. The trading advisor for each
partnership uses substantial leverage when trading, which could result in
immediate and substantial losses. For example, if 10% of the face value of a
contract is deposited as margin for that contract, a 10% decrease in the value
of the contract would cause a total loss of the margin deposit. A decrease of
more than 10% in the value of the contract would cause a loss greater than the
amount of the margin deposit.

     The leverage employed by the partnerships in their trading can vary
substantially from month to month and can be significantly higher or lower than
the averages set forth below. As an example of the leverage employed by the
partnerships, set forth below is the average of the underlying value of each
partnership's month-end positions for the period February 2001 through January
2002, as compared to the average month-end net assets of the partnership during
such period. Charter Campbell does not have an operating history, therefore
comparable information is not currently available. While the leverage employed
on a trade will accentuate the trading profit or loss on that trade, one
partnership's overall leverage as compared to another partnership's overall
leverage does not necessarily mean that it will be more volatile than the other
partnership. This can be seen by a review of the monthly rates of return for the
partnerships on pages * to * .
Charter Graham                         15.3 times net assets
Charter Millburn                       7.5 times net assets
Charter Welton                         10.7 times net assets
Charter MSFCM                          6.8 times net assets
Charter Campbell                       Not Available
OPTIONS TRADING CAN BE MORE VOLATILE THAN FUTURES TRADING. Each partnership
may trade options on futures. Although successful options trading requires many
of the same skills as successful futures trading, the risks are different.
Successful options trading requires a trader to accurately assess near-term
market volatility because that volatility is immediately reflected in the price
of outstanding options. Correct assessment of market volatility can therefore be
of much greater significance in trading options than it is in many long-term
futures strategies where volatility does not have as great an effect on the
price of a futures contract.

     During the period February 2001 through January 2002, only Charter Welton
engaged in any significant options trading. Charter Campbell does not have an
operating history, therefore comparable information is not currently available.
Solely for the purpose of quantifying Charter Welton's options trading as
compared to its overall trading, the general partner has calculated a margin
level for that partnership's month-end options positions on a futures equivalent
basis. During the period February 2001 through January 2002, Charter Welton's
average month-end margin level for its options positions was 58.0% of its total
average month-end margin requirements for the period. You should be aware,
however, that in the future the other

                                       10
partnerships may engage in significant options trading and the level of Charter
Welton's options trading could vary significantly.

     YOU SHOULD NOT RELY ON THE PAST PERFORMANCE OF A PARTNERSHIP IN DECIDING TO
PURCHASE UNITS. Since the future performance of a partnership is unpredictable,
each partnership's past performance is not necessarily indicative of future
results.

     Charter Campbell does not have an operating history. The CFTC requires a
commodity pool operator to disclose to prospective pool participants the actual
performance record of the pool for which the operator is soliciting
participants. YOU SHOULD NOTE THAT CHARTER CAMPBELL HAS NOT COMMENCED TRADING
AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

     CHARTER CAMPBELL IS A NEW FUND AND WILL BE SUBJECT TO SPECIAL RISKS DURING
ITS START-UP PERIOD. During its start-up period, Charter Campbell's performance
may be more volatile because it will not have had time to develop a
fully-diversified portfolio. The more concentrated the trading, the greater the
possibility of volatility, which can result in greater losses. The General
partner believes the start-up period could last for one to three months after
the initial closing.

     MARKET ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES. Although the
trading advisor for each partnership generally will purchase and sell actively
traded contracts where last trade price information and quoted prices are
readily available, the prices at which a sale or purchase occur may differ from
the prices expected because there may be a delay between receiving a quote and
executing a trade, particularly in circumstances where a market has limited
trading volume and prices are often quoted for relatively limited quantities. In
addition, most U.S. futures exchanges have established "daily price fluctuation
limits" which preclude the execution of trades at prices outside of the limit,
and, from time to time, the CFTC or the exchanges may suspend trading in market
disruption circumstances. In these cases it is possible that a partnership could
be required to maintain a losing position that it otherwise would execute and
incur significant losses or be unable to establish a position and miss a profit
opportunity.

     TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON U.S. EXCHANGES.

* Each partnership trades on exchanges located outside the U.S. Trading on U.S.
  exchanges is subject to CFTC regulation and oversight, including, for example,
  minimum capital requirements for commodity brokers, regulation of trading
  practices on the exchanges, prohibitions against trading ahead of customer
  orders, prohibitions against filling orders off exchanges, prescribed risk
  disclosure statements, testing and licensing of industry sales personnel and
  other industry professionals, and recordkeeping requirements. Trading on
  foreign exchanges is not regulated by the CFTC or any other U.S. governmental
  agency or instrumentality and may be subject to regulations that are different
  from those to which U.S. exchange trading is subject, provide less protection
  to investors than trading on U.S. exchanges, and may be less vigorously
  enforced than regulations in the U.S.

* Positions on foreign exchanges also are subject to the risk of exchange
  controls, expropriation, excessive taxation or government disruptions.

* A partnership could incur losses when determining the value of its foreign
  positions in U.S. dollars because of fluctuations in exchange rates.

     Each partnership must deposit margin with respect to the partnership's
futures and options contracts on both U.S. exchanges and on foreign exchanges
and must deposit margin with respect to its foreign currency forward contracts
to assure the partnership's performance on those contracts. Set forth below for
each partnership is the average percentage of month-end margin requirements for
the period February 2001 through January 2002 that relate to futures and options
contracts on foreign exchanges as compared to the partnership's total average
month-end margin requirements. Charter Campbell does not have an operating
history, therefore comparable information is not currently available. This
information will provide you with a sense of the

                                       11
magnitude of each partnership's trading on foreign exchanges, and, therefore,
the relevance of the risks described in the prior paragraph to each partnership.
You should be aware, however, that the percentage of each partnership's margin
requirements that relate to positions on foreign exchanges varies from month to
month and can be significantly higher or lower than the percentages set forth
below.

                                                          %
                                                       --------
                    Charter Graham                       38.6
                    Charter Millburn                     32.8
                    Charter Welton                       27.2
                    Charter MSFCM                        39.0
                    Charter Campbell                 Not Available

     THE UNREGULATED NATURE OF THE FORWARD MARKETS CREATES COUNTERPARTY RISKS
THAT DO NOT EXIST IN FUTURES TRADING ON EXCHANGES. Unlike futures contracts,
forwards contracts are entered into between private parties off an exchange and
are not regulated by the CFTC or by any other U.S. government agency. Because
forwards contracts are not traded on an exchange, the performance of those
contracts is not guaranteed by an exchange or its clearinghouse and the
partnership is at risk to the ability of the counterparty to the trade to
perform on the forwards contract. Because trading in the forwards markets is not
regulated, there are no specific standards or regulatory supervision of trade
pricing and other trading activities that occur in those markets. Because the
partnerships trade forwards contracts in foreign currency with Morgan Stanley,
they are at risk to the creditworthiness and trading practices of Morgan Stanley
as the counterparty to the trades.

     As the counterparty to all of the partnerships' foreign currency forwards
contracts, Morgan Stanley requires the partnerships to make margin deposits to
assure the partnerships' performance on those contracts, just as Morgan Stanley
requires the partnerships to deposit margin on their futures contracts. Set
forth below for each partnership is the average percentage of month-end total
margin requirements for the period February 2001 through January 2002 that
relate to forwards contracts. Charter Campbell does not have an operating
history, therefore comparable information is not currently available. This
information will provide you with a sense of the magnitude of each partnership's
trading in the forwards contracts markets as compared to its trading of futures
and options contracts on regulated exchanges, and, therefore, the relevance of
the risks described in the prior paragraphs to each partnership. You should be
aware that the percentage of each partnership's margin requirements that relate
to forwards contracts varies from month to month and can be significantly higher
or lower than the percentages set forth below.

                                                          %
                                                       --------
                    Charter Graham                       3.3
                    Charter Millburn                     30.8
                    Charter Welton                       0.0
                    Charter MSFCM                        38.0
                    Charter Campbell                 Not Available

     THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION LIMITS. The CFTC and
U.S. futures exchanges have established speculative position limits on the
maximum number of futures and options positions that may be held or controlled
by any one person or group. Therefore, a trading advisor may have to reduce the
size of its futures position in order to avoid exceeding position limits, which
could adversely affect the profitability of a partnership.

     THE PARTNERSHIPS COULD LOSE ASSETS AND HAVE THEIR TRADING DISRUPTED IF A
COMMODITY BROKER OR OTHERS BECOME BANKRUPT. The partnerships' assets could be
lost or impounded and trading suspended if a commodity broker, an exchange or a
clearinghouse becomes insolvent or involved in lengthy bankruptcy proceedings.

                                       12
PARTNERSHIP AND OFFERING RISKS

     EACH PARTNERSHIP INCURS SUBSTANTIAL CHARGES. Each partnership incurs
substantial charges and must earn significant trading profits just to pay those
expenses. We estimate the percentage of partnership net assets that must be
earned each year in order for each partnership to break even without accounting
for a redemption charge to be:

                                                          %
                                                       --------
                    Charter Graham                       7.09%
                    Charter Millburn                     7.09%
                    Charter Welton                       7.09%
                    Charter MSFCM                        7.09%
                    Charter Campbell                     7.84%

     For actual past performance results relating to each partnership (except
Charter Campbell which does not have an operating history), including when a
partnership did not break even, see each partnership's performance capsule on
pages * to * .

     INCENTIVE FEES MAY BE PAID BY A PARTNERSHIP EVEN THOUGH THE PARTNERSHIP
SUSTAINS TRADING LOSSES. Each partnership pays its trading advisor an incentive
fee based upon partnership trading profits. These trading profits include
unrealized appreciation on open positions. Accordingly, it is possible that a
partnership will pay an incentive fee on trading profits that do not become
realized. Also, each trading advisor will retain all incentive fees paid to it,
even if the partnership managed by the trading advisor incurs a subsequent loss
after payment of an incentive fee. Because incentive fees are paid monthly for
each partnership (except Charter MSFCM, which pays a quarterly incentive fee),
it is possible that an incentive fee may be paid to a trading advisor during a
year in which the partnership suffers a loss for the year. Because each trading
advisor for a partnership receives an incentive fee based on the trading profits
earned by the partnership, the trading advisor may have an incentive to make
investments that are riskier than would be the case in the absence of such an
incentive fee.

     RESTRICTED INVESTMENT LIQUIDITY IN THE UNITS. There is no secondary market
for units and you are not permitted to redeem your units until you have been an
investor in the Charter Series of partnerships for at least six months. After
the initial six-month period, you may redeem your units at any month-end, but
you may have to pay a redemption charge if you redeem units during the first
twenty-four months after they were purchased. Your right to receive payment on a
redemption is not absolute and is dependent upon the partnership having
sufficient assets to pay its liabilities on the redemption date, and the general
partner receiving your request for redemption at least five business days before
the redemption date.

     EACH PARTNERSHIP'S STRUCTURE HAS CONFLICTS OF INTEREST.

     * The general partner, each commodity broker, and the trading advisor for
       Charter MSFCM are affiliates. As a result, the fees and other
       compensation received by those parties and other terms relating to the
       operation of the partnerships and the sale of the units have not been
       independently negotiated. In addition, the management fee paid by Charter
       MSFCM to its trading advisor and the terms of its management agreement
       have not been independently negotiated.

     * Employees of Morgan Stanley DW receive a portion of the brokerage fees
       paid by the partnerships. Therefore, those employees have a conflict of
       interest in advising you in the purchase or redemption of units.

     * The trading advisors, commodity brokers, and general partner may trade
       futures, forwards, and options for their own accounts, and thus they may
       compete with a partnership for positions. Also, the other commodity pools
       managed by the general partner and the trading advisors compete with the
       partnerships for positions. These conflicts can result in less favorable
       prices on the partnerships' transactions.

                                       13
AN INVESTMENT IN UNITS MAY NOT DIVERSIFY AN OVERALL PORTFOLIO. Because
futures, forwards, and options have historically performed independently of
traditional investments, the general partner believes that managed futures funds
like the partnerships can diversify a portfolio of stocks and bonds. However,
the general partner cannot assure you that any of the partnerships will perform
with a significant degree of non-correlation to your other investments in the
future. Information showing the monthly correlation comparison of each
partnership, or, in the case of Charter Campbell, the past performance of the
program used by Campbell & Company, Inc., as adjusted to reflect the leverage
employed and the fees payable to Charter Campbell, to the S&P 500 Index and to
the Salomon Corporate Bond Index is provided on pages * to * .

     NO ASSURANCE THAT UNITS OF CHARTER CAMPBELL WILL BE SOLD. Charter Campbell
will not commence trading operations unless 500,000 units are subscribed for
during the initial offering period and accepted by the general partner. Because
Morgan Stanley DW, as selling agent, will only use its best efforts to offer and
sell the units, neither the general partner nor Morgan Stanley DW can assure you
that Morgan Stanley DW will raise the minimum amount required to commence
trading. Further, while the general partner, Morgan Stanley DW, any other firm
selling units, and the trading advisors, and their respective affiliates may
subscribe for units in Charter Campbell so that the 500,000 unit minimum is met,
they are not required to do so.

     THE LIMITED PORTFOLIO EMPLOYED BY CHARTER CAMPBELL MAY RESULT IN INCREASED
VOLATILITY. The trading advisor to Charter Campbell trades its Financial, Metal
& Energy Large Portfolio on behalf of the partnership. The Financial, Metal &
Energy Large Portfolio is a limited portfolio of financial, metal, and energy
futures, forwards, and options markets. Trading a limited portfolio may result
in the partnership experiencing greater performance volatility and greater risk
of loss than would be experienced by a more diversified portfolio.

TRADING ADVISOR RISKS

     RELIANCE ON THE TRADING ADVISOR TO TRADE SUCCESSFULLY. The trading advisor
for each partnership is responsible for making all trading decisions for the
partnership. The general partner cannot assure you that the trading program
employed by a trading advisor will be successful.

     MARKET FACTORS MAY ADVERSELY INFLUENCE THE TRADING PROGRAMS. Often, the
most unprofitable market conditions for the partnerships are those in which
prices "whipsaw," moving quickly upward, then reversing, then moving upward
again, then reversing again. In these conditions, the trading advisors may
establish positions based on incorrectly identifying both the brief upward or
downward price movements as trends when in fact no trends sufficient to generate
profits develop.

     SINGLE-ADVISOR FUNDS LACK THE DIVERSITY OF MULTI-ADVISOR FUNDS. The
partnerships are each managed by a single trading advisor. Therefore, the
partnerships lack the potential benefit of trading advisor diversification
available in funds that are managed by more than one trading advisor.

     INCREASING THE ASSETS MANAGED BY A TRADING ADVISOR MAY ADVERSELY AFFECT
PERFORMANCE. The rates of return achieved by trading advisors may diminish as
the assets under their management increase. This can occur for many reasons,
including the inability of the trading advisor to execute larger position sizes
at desired prices and because of the need to adjust the trading advisor's
trading program to avoid exceeding speculative position limits. These are limits
established by the CFTC and the exchanges on the number of speculative futures
and options contracts in a commodity that one trader may own or control. You
should know that the trading advisors have not agreed to limit the amount of
additional assets that they will manage.

     CHARTER GRAHAM'S USE OF AN INCREASED RATE OF LEVERAGE COULD AFFECT FUTURE
PERFORMANCE. The general partner and the trading advisor for Charter Graham have
agreed that the trading advisor will leverage the funds of Charter Graham at 1.5
times the leverage the trading advisor normally applies to its Global
Diversified Program and its K4 Program. This increased leverage could,

                                       14
depending on the trading advisor's performance, result in increased gain or loss
and trading volatility, as compared to other accounts employing the trading
advisor's Global Diversified Program at standard leverage and K4 Program at
standard leverage.

     LIMITED PARTNERS WILL NOT BE AWARE OF CHANGES TO TRADING PROGRAMS. Because
of the proprietary nature of each trading advisor's trading programs, limited
partners generally will not be advised if adjustments are made to a trading
advisor's trading program in order to accommodate additional assets under
management or for any other reason.

     LIMITED TERM OF MANAGEMENT AGREEMENTS MAY LIMIT ACCESS TO A TRADING
ADVISOR. When the management agreement with a trading advisor expires, the
general partner may not be able to enter into arrangements with that trading
advisor or another trading advisor on terms substantially similar to the
management agreements described in this prospectus. Currently, the management
agreements with Charter Graham, Charter Millburn, Charter Welton, and Charter
MSFCM do not expire until December 31, 2002 and the management agreement with
Charter Campbell does not expire until  * , 2005 and, thereafter, each will
renew annually unless terminated by the general partner or the trading advisor.

     THE QUARTERLY INCENTIVE FEE PAID BY CHARTER MSFCM CAN CREATE CERTAIN
DISTORTIONS REGARDING THE SHARE OF THE INCENTIVE FEE BORNE BY EACH INVESTOR.
Charter MSFCM pays its trading advisor a quarterly incentive fee. If the
partnership has new trading profits as of the end of a month that is not the end
of a quarter, the net asset value of each unit will be reduced by the amount of
an accrued (but not paid) incentive fee. If new units are issued at that
month-end, the net asset value of the new units will reflect the accrued
incentive fee. If an investor redeems units at the end of a month when there is
an accrued incentive fee, the value of the units redeemed will reflect (be
reduced by) the amount of the accrued incentive fee and the fee with respect to
those units will be paid to the trading advisor, even if the partnership
subsequently experiences a trading loss during the remainder of the quarter. If
the partnership subsequently experiences a trading loss during the remainder of
the calendar quarter, any accrued incentive fee would be reversed with respect
to the remaining units, thereby causing an increase in the net asset value per
unit. Because all units have the same net asset value, any reversal of an
incentive fee accrual would be spread over all outstanding units, including
units issued after the profits resulting in the accrued incentive fee, thereby
diluting the "benefit" of the accrual reversal.

TAXATION RISKS

     EVEN THOUGH THE PARTNERSHIPS DO NOT INTEND TO MAKE DISTRIBUTIONS, YOU WILL
BE LIABLE FOR TAXES ON YOUR SHARE OF ANY TRADING PROFITS AND ANY OTHER INCOME OF
THE PARTNERSHIPS IN WHICH YOU HAVE INVESTED. For U.S. federal income tax
purposes, if a partnership in which you own units has taxable income for a year,
that income will be taxable to you in accordance with your allocable share of
income from the partnership, whether or not any amounts have been distributed to
you. The general partner presently does not intend to make distributions from
the partnerships. Accordingly, it is anticipated that you will incur tax
liabilities as a result of being allocated taxable income from a partnership
even though you will not receive current cash distributions with which to pay
the taxes.

     THE PARTNERSHIPS' TAX RETURNS COULD BE AUDITED. The IRS could audit a
partnership's tax return. If an audit results in an adjustment to a
partnership's tax return, you could be required to file an amended tax return.

                             CONFLICTS OF INTEREST

     While the general partner, the commodity brokers and the trading advisor
for Charter MSFCM, and their affiliates will seek to avoid conflicts of interest
to the extent feasible and to resolve all conflicts that may arise equitably and
in a manner consistent with their responsibilities to the partnerships, no
specific policies regarding conflicts of interest have been or are intended to

                                       15
be adopted by the general partner or the partnerships. The following are actual
and potential conflicts of interest that do and may continue to exist with
respect to the partnerships.

THE BROKERAGE ARRANGEMENTS WITH AFFILIATES OF THE GENERAL PARTNER WERE NOT
  NEGOTIATED AT ARM'S-LENGTH OR REVIEWED BY ANY INDEPENDENT PARTY FOR FAIRNESS

     The general partner and each commodity broker are wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co. The non-clearing commodity broker for each
partnership receives a monthly brokerage fee for effecting transactions for each
partnership. The clearing commodity broker will receive a portion of the monthly
brokerage fee payable to the non-clearing commodity broker for effecting
transactions for the partnerships. Morgan Stanley International will serve as
the clearing commodity broker for each partnership's trades on the London Metal
Exchange; however, Morgan Stanley International's fees will be paid by Morgan
Stanley and not by the partnerships. Because the general partner is an affiliate
of each commodity broker, the flat-rate brokerage fees charged to each
partnership have not been negotiated at arm's-length. Moreover, the general
partner has a conflict of interest in managing the partnerships for your
benefit, obtaining favorable brokerage fees for the non-clearing commodity
broker and retaining the commodity brokers. In addition, the brokerage fees
generated by the partnerships are used by the non-clearing commodity broker's as
a factor in determining the salaries and bonuses of the non-clearing commodity
broker employees who are also officers and directors of the general partner.
Customers of the non-clearing commodity broker who maintain commodity trading
accounts of over $1,000,000 pay commissions at negotiated rates that may be less
than the rate paid by each partnership.

     THE GENERAL PARTNER HAS A DISINCENTIVE TO REPLACE THE COMMODITY BROKERS.
The general partner has a disincentive to replace the commodity brokers because
they are affiliates of the general partner and receive compensation for serving
as the partnerships' commodity broker. In connection with this conflict of
interest, you should understand that the non-clearing commodity broker receives
a monthly flat-rate brokerage fee from each partnership for serving as the
partnership's non-clearing commodity broker. From its brokerage fee, the
non-clearing commodity broker pays or reimburses each partnership for the
transaction fees and costs charged by the partnerships' clearing commodity
brokers. Also, the clearing commodity broker, as the counterparty on each
partnerships' foreign currency forward trades, will attempt to earn a mark-up,
spread, or other profit on each foreign currency forward contract trade which is
separate from the flat-rate brokerage fees paid by the partnership to the
non-clearing commodity broker.

     While each partnership has the right to seek lower commission rates from
other commodity brokers at any time, the general partner believes that the
customer agreements and other arrangements between each partnership and the
commodity brokers are fair, reasonable, and competitive, and represent the best
price and services available, considering the following factors: the
non-clearing commodity broker pays the expenses of organizing the partnerships,
offering the units, and the partnerships' ordinary administrative expenses. None
of these expenses would ordinarily be paid by an independent commodity broker,
and these expenses would otherwise have to be borne by the partnerships.
Further, the general partner provides ongoing services to the partnerships,
including administering the redemption and exchanges of units, and the general
partner has financial obligations as the general partner of the partnerships.
The general partner is not reimbursed or otherwise compensated by the
partnerships for these services or obligations.

     The general partner reviews the brokerage and foreign currency forward
counterparty arrangements annually to ensure that they are fair, reasonable and
competitive, and that they represent the best price and services available,
taking into consideration, among other factors, the size and trading activity of
each partnership, the services provided, and the costs, expenses, and risk
borne, by the commodity brokers and the general partner.

                                       16
THE TERMS OF THIS OFFERING WERE NOT SUBJECT TO INDEPENDENT DUE DILIGENCE

     The partnerships, the commodity broker, the trading advisor for Charter
MSFCM, and the general partner are represented by a single counsel. Therefore,
the terms of this offering relating to those parties were not negotiated at
arm's-length. In addition, no independent due diligence has been conducted with
respect to this offering.

EMPLOYEES OF THE NON-CLEARING COMMODITY BROKER ARE COMPENSATED BASED UPON YOUR
INVESTMENT AND REDEMPTION DECISIONS

     The non-clearing commodity broker pays a significant portion of the
brokerage fees it receives from each partnership to its employees for providing
continuing assistance to limited partners. Therefore, because the non-clearing
commodity broker's employees are directly compensated based on your decision to
purchase and retain units in a partnership, they have a conflict of interest
when advising you to purchase or redeem units in a partnership.

THE SELECTION OF A TRADING ADVISOR MAY BENEFIT THE NON-CLEARING COMMODITY BROKER

     The general partner is responsible for selecting and replacing, if
necessary, each trading advisor. However, since selecting trading advisors who
engage in a high volume of trades will increase the non-clearing commodity
broker's costs, without necessarily increasing revenue, the general partner has
an incentive to select trading advisors who trade less frequently.

THE GENERAL PARTNER HAS A DISINCENTIVE TO REPLACE THE TRADING ADVISOR FOR
CHARTER MSFCM BECAUSE IT IS AN AFFILIATE OF THE GENERAL PARTNER

     The trading advisor for Charter MSFCM receives a monthly management fee and
a possible quarterly incentive fee. Because the general partner and the trading
advisor for Charter MSFCM are both wholly-owned subsidiaries of Morgan Stanley
Dean Witter & Co., they are affiliates and, as such, the terms of the management
agreement, including the management and incentive fees, have not been negotiated
at arm's-length. Further, the general partner has a disincentive to remove and
replace the trading advisor for Charter MSFCM.

AFFILIATES OF THE GENERAL PARTNER, THE TRADING ADVISORS, AND THE COMMODITY
BROKERS MAY TRADE FOR THEIR OWN ACCOUNTS IN COMPETITION WITH THE PARTNERSHIPS

     The general partner does not trade futures, forwards, and options for its
own account, but officers, directors, and employees of the general partner, the
commodity brokers, and the trading advisors and their affiliates, principals,
officers, directors, and employees, may trade futures, forwards, and options for
their own proprietary accounts. Their trading records will not be available to
you. As a result, you will not be able to compare the performance of their
trading to the performance of the partnerships.

     The clearing commodity brokers are large futures commission merchants,
handling substantial customer business in physical commodities and futures,
forwards, and options. Thus, the clearing commodity brokers may effect
transactions for the account of a partnership in which the other parties to such
transactions are employees or affiliates of the general partner, a trading
advisor, the clearing commodity brokers, or customers or correspondents of the
clearing commodity brokers. These persons might also compete with a partnership
in bidding on purchases or sales of futures, forwards, and options without
knowing that the partnership is also bidding. It is possible that transactions
for these other persons might be effected when similar trades for one or more
partnerships are not executed or are executed at less favorable prices.

THE TRADING ADVISORS MANAGE OTHER ACCOUNTS THAT WILL COMPETE WITH THE
PARTNERSHIPS

* Each trading advisor manages other accounts trading futures, forwards, and
  options, in addition to the partnership's accounts. Each trading advisor must
  aggregate futures and options

                                       17
positions in other accounts managed by it with futures and options positions
  in the applicable partnership's account for speculative position limit
  purposes. This may require a trading advisor to liquidate or modify positions
  for all of its accounts, which could adversely affect the partnership's
  performance.

* Each trading advisor currently manages accounts that pay fees higher than the
  fees paid by the partnerships. A trading advisor will have a conflict of
  interest in rendering advice to a partnership because the compensation it
  receives for managing another account exceeds the compensation it receives for
  managing the partnership's account.

* If a trading advisor makes trading decisions for other accounts and a
  partnership's account at or about the same time, the partnership may be
  competing with those other accounts for the same or similar positions.

* The trading advisors' records for these other accounts will not be made
  available to you. As a result, you will not be able to compare the performance
  of these accounts to the performance of the partnerships.

THE LACK OF DISTRIBUTIONS INCREASES THE FEES PAID TO AFFILIATES OF THE GENERAL
PARTNER

     The general partner is responsible for determining whether and when to
distribute trading profits earned by a partnership. Since the general partner
currently does not intend to distribute trading profits, the non-clearing
commodity broker will receive increased brokerage fees, because these fees are
based upon the net asset value of a partnership, and net asset value will
increase by retaining a partnership's trading profits.

CUSTOMER AGREEMENTS WITH THE COMMODITY BROKERS PERMIT ACTIONS WHICH COULD RESULT
IN LOSSES OR LOST PROFIT OPPORTUNITY

     Under each customer agreement for a partnership, all funds, futures,
forwards, options, and securities positions, and credits carried for the
partnership, are held as security for its obligations to the commodity broker;
the margins necessary to initiate or maintain open positions will be established
by the commodity broker from time to time; and the commodity broker may close
out positions, purchase futures, forwards, and options, or cancel orders at any
time it deems necessary for its protection, without the consent of the
partnership. For example, a commodity broker may determine to take any of these
actions if prices in the futures markets are moving rapidly against a
partnership's positions and the commodity broker is concerned that potential
losses could exceed the partnership's assets such that the commodity broker
would be left to incur the loss. While not a likely occurrence, it is possible
for the trading advisors to believe that market conditions will change and that
existing positions or trades they wish to make would be profitable, such that
the actions of the commodity broker preclude the partnership from engaging in
profitable transactions or avoiding losses.

     Each commodity broker or the general partner, or the investors in each
partnership by majority vote, may terminate the brokerage relationship upon
prior written notice.

                     FIDUCIARY RESPONSIBILITY AND LIABILITY

     You should be aware that the general partner has a fiduciary duty under the
limited partnership agreements and the Delaware Revised Uniform Limited
Partnership Act to exercise good faith and fairness in all dealings affecting
the partnerships. The limited partnership agreements do not permit the general
partner to limit, by any means, the fiduciary duty it owes to investors. In the
event that you believe the general partner has violated its responsibilities,
you may seek legal relief under the Partnership Act, the Commodity Exchange Act,
as amended, applicable federal and state securities laws, and other applicable
laws. Each trading advisor also has a fiduciary duty under applicable law to the
partnership it advises.

                                       18
The limited partnership agreements, the customer agreements, and the
selling agreement generally provide that the general partner, the commodity
brokers, Morgan Stanley DW (as selling agent), any other firm selling units, and
their affiliates shall not be liable to a partnership or its investors for any
act or omission by or on behalf of the partnership which the general partner,
the commodity brokers, Morgan Stanley DW (as selling agent), or any additional
seller, as applicable, determines in good faith to be in the best interests of
the partnership, unless the act or omission constituted misconduct or
negligence.

     Under the limited partnership agreements, the customer agreements, and the
selling agreement, each partnership has generally agreed to indemnify and defend
the general partner, the commodity brokers, Morgan Stanley DW (as selling
agent), and any additional seller, and their affiliates, against any loss,
liability, damage, cost, or expense (including attorneys' and accountants' fees
and expenses) they incur which arise from acts or omissions undertaken by or on
behalf of the partnership, including claims by investors. These indemnities
apply where the general partner, the commodity brokers, Morgan Stanley DW (as
selling agent), any additional seller, or their affiliates, as applicable, has
determined, in good faith, that the act or omission was in the best interests of
the partnership, and the act or omission was not the result of misconduct or
negligence. Payment of any indemnity by a partnership would reduce the net
assets of that partnership. The partnerships do not carry liability insurance
covering such potential losses or indemnification exposure.

     No indemnification of the general partner, the commodity brokers, Morgan
Stanley DW (as selling agent), any additional seller, or their affiliates by a
partnership is permitted for losses, liabilities, or expenses arising out of
alleged violations of federal or state securities laws unless a court has found
in favor of the indemnitee on the merits of the claim, or a court has dismissed
the claim with prejudice on the merits, or a court has approved a settlement on
the claim and found that the indemnification should be made by the partnership.
Where court approval for indemnification is sought, the person claiming
indemnification must advise the court of the views on indemnification of the SEC
and the relevant state securities administrators. It is the opinion of the SEC
that indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons of a partnership or
the general partner is against public policy and is therefore unenforceable. The
CFTC has issued a statement of policy relating to indemnification of officers
and directors of a futures commission merchant, such as the commodity brokers,
and its controlling persons under which the CFTC has taken the position that
whether such an indemnification is consistent with the policies expressed in the
Commodity Exchange Act will be determined by the CFTC on a case-by-case basis.

     Each management agreement generally provides that the trading advisor and
its affiliates will not be liable to the partnership or the general partner or
their partners, officers, shareholders, directors, or controlling persons.
However, the trading advisor is liable for acts or omissions of the trading
advisor or its affiliates if the act or omission constitutes a breach of the
management agreement or a representation, warranty or covenant in the management
agreement, constitutes misconduct or negligence, or is the result of such
persons not having acted in good faith and in the reasonable belief that such
actions or omissions were in, or not opposed to, the best interests of the
partnership. Each partnership has agreed to indemnify and defend its trading
advisor and the trading advisor's affiliates against any loss, claim, damage,
liability, cost, and expense resulting from a demand, claim, lawsuit, action, or
proceeding (other than those incurred as a result of claims brought by or in the
right of the indemnified party), relating to the trading activities of the
partnership, if a court finds, or independent counsel renders an opinion, that
the action or inaction giving rise to the claim did not constitute negligence,
misconduct or a breach of the management agreement or a representation, warranty
or covenant of the trading advisor in that agreement, and was done in good faith
and in a manner the indemnified party reasonably believed to be in, or not
opposed to, the best interests of the partnership.

     Each partnership will also indemnify its trading advisor and its affiliates
against any loss, claim, damage, liability, cost, and expense, arising under
certain federal securities laws, the

                                       19
Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction,
in respect of the offer or sale of units. This indemnification will be made for
liabilities resulting from a breach of any representation, warranty or agreement
in the management agreement relating to the offering, or an actual or alleged
misleading or untrue statement of a material fact, or an actual or alleged
omission of a material fact, made in the registration statement, prospectus, or
related selling material, so long as the statement or omission does not relate
to the trading advisor or its principals, was not made in reliance upon, and in
conformity with, information or instructions furnished by the trading advisor,
or does not result from a breach by the trading advisor of any representation,
warranty or agreement relating to the offering.

     The foregoing involves a rapidly developing and changing area of the law.
If you have questions concerning the duties of the partnerships, the general
partner, the commodity brokers, the selling agent, any additional seller, or the
trading advisors, you should consult with your attorney.

                             DESCRIPTION OF CHARGES
CHARGES TO EACH PARTNERSHIP

     Each partnership is subject to substantial charges, all of which are
described below. Except for Charter Campbell's management fee and Charter
MSFCM's incentive fee, the charges described below are the same for each
partnership, and represent all of the fees and compensation payable by the
partnerships to the trading advisors and Morgan Stanley DW.
ENTITY                           FORM OF COMPENSATION                 AMOUNT OF COMPENSATION
               ------                           --------------------                 ----------------------
The trading advisor..................   Monthly management fee.                  1/12 of 2% ( 1/12 of 2.75% in
                                                                                 the case of Charter Campbell)
                                                                                 of the partnership's net
                                                                                 assets.
                                        Monthly (quarterly in the case of        20% of the trading profits
                                        Charter MSFCM) incentive fee.            experienced by the
                                                                                 partnership.
The Commodity Brokers................   Monthly brokerage fee to Morgan          1/12 of 6.75% of the
                                        Stanley DW.                              partnership's net assets
                                                                                 (commencing  * , 2002 the
                                                                                 monthly brokerage fee will be
                                                                                 reduced from 1/12 of 7.0% of
                                                                                 the partnership's net assets).
                                        Financial benefit to Morgan Stanley      The compensating balance and
                                        DW from interest earned on the           excess net interest benefit to
                                        partnership's assets in excess of the    Morgan Stanley DW is esti-
                                        interest paid to the partnership and     mated at less than 2% of the
                                        from compensating balance treatment      partnership's annual average
                                        in connection with its designation of    month-end net assets. The ag-
                                        a bank or banks in which the partner-    gregate of the brokerage fee
                                        ship's assets are deposited.             payable by the partnership and
                                                                                 net excess interest and com-
                                                                                 pensating balance benefits to
                                                                                 Morgan Stanley DW (after cred-
                                                                                 iting the partnership with
                                                                                 interest) will not exceed 14%
                                                                                 annually of the partnership's
                                                                                 average month-end net assets
                                                                                 during a calendar year.
20
ENTITY                           FORM OF COMPENSATION                 AMOUNT OF COMPENSATION
               ------                           --------------------                 ----------------------
Morgan Stanley generally will earn a     Bid/ask spreads to Morgan
                                        spread, markup, or other profit on       Stanley on foreign currency
                                        the foreign                              forward trades.
                                        currency forward contract trades it
                                        executes with the partnerships.
TRADING ADVISORS

     Each partnership pays its trading advisor a monthly management fee, whether
or not the partnership is profitable. In addition, each partnership pays its
trading advisor an incentive fee if trading profits are earned on the net
assets.

     Monthly management fee. Each partnership pays its trading advisor a monthly
management fee equal to 1/12 of 2% (a 2% annual rate), or in the case of Charter
Campbell a monthly management fee equal to 1/12 of 2.75% (a 2.75% annual rate),
of the partnership's net assets as of the first day of each month, whether or
not the partnership is profitable. The monthly management fee compensates the
trading advisor for the services performed in connection with the net assets
under management.

     Following is an example of the management fee payable by a partnership. If
the net assets of a partnership equaled $20,000,000 as of the first day of each
month during the fiscal year, the trading advisor would receive an aggregate
monthly management fee for the year of $400,000 ( 1/12 of 2% of $20,000,000 per
month, or $33,333 times 12).

     Incentive fee. Each partnership pays its trading advisor an incentive fee
equal to 20% of trading profits experienced by the partnership as of the end of
each calendar month, in the case of Charter Graham, Charter Millburn, Charter
Welton, and Charter Campbell or calendar quarter, in the case of Charter MSFCM.
Trading profits means the net futures, forwards, and options profits (realized
and unrealized) earned on a partnership's net assets, decreased by monthly
management fees and brokerage fees, with such trading profits and items of
decrease determined from the end of the last period in which an incentive fee
was earned by the trading advisor or, if no incentive fee has been earned
previously by the trading advisor, from the date that the partnership commenced
trading to the end of the period as of which the income fee calculation is being
made. Extraordinary expenses of the partnership, if any, are not deducted in
determining trading profits. An extraordinary expense would result from an event
that is both unusual in nature and infrequent in occurrence, such as litigation.
No incentive fee is paid on interest earned by a partnership.

     In the case of Charter MSFCM, whose trading advisor is eligible to receive
a quarterly incentive fee, any accrued incentive fees with respect to units of
Charter MSFCM that are redeemed during a quarter will be deducted and paid to
the trading advisor at the time of redemption, even though it may not qualify
for an incentive fee at the end of that quarter. The quarterly incentive fee
paid by Charter MSFCM can create certain distortions regarding the share of the
incentive fee borne by each investor. SEE "RISK FACTORS--TRADING ADVISOR
RISKS--THE QUARTERLY INCENTIVE FEE PAID BY CHARTER MSFCM CAN CREATE CERTAIN
DISTORTIONS REGARDING THE SHARE OF THE INCENTIVE FEE BORNE BY EACH INVESTOR" ON
PAGE * .

     If incentive fees are paid to a trading advisor and the partnership fails
to earn trading profits for any subsequent period, the trading advisor will
retain the incentive fees previously paid. However, no subsequent incentive fees
will be paid to the trading advisor until the partnership has again earned
trading profits. If the partnership's net assets are reduced or increased
because of redemptions or additions that occur at the end of or subsequent to an
incentive period in which the trading advisor experiences a trading loss, the
trading loss which must be recovered will be adjusted pro rata.

                                       21
Following is an example of the incentive fee payable by a partnership. If
the trading advisor for a partnership earns trading profits of $1,000,000 for
the period ended January 31, 2002, the trading advisor will receive an incentive
fee of $200,000 for that period (20% of $1,000,000). If, however, the trading
advisor experiences realized and/or unrealized trading losses, or fees offset
trading profits, so as to result in a $250,000 loss for the period ended
February 28, 2002, an incentive fee will not be paid to the trading advisor for
that period. In order for the trading advisor to earn an incentive fee in the
following period ending March 31, 2002, the trading advisor will have to earn
trading profits exceeding $250,000 for that period since the incentive fee is
payable based upon trading profits measured from the last period for which an
incentive fee was paid (i.e., January 31), and not from the immediately
preceding period. The foregoing example assumes no redemptions or additional
purchases of units during the periods in question, which would require
adjustments as described above.

COMMODITY BROKERS

     Brokerage fees. Commodity brokerage fees for futures, forwards, and options
trades are typically paid on the completion or liquidation of a trade and are
referred to as "roundturn commissions," which cover both the initial purchase
(or sale) of a futures interest and the subsequent offsetting sale (or
purchase). However, pursuant to the customer agreements with the commodity
brokers, the partnerships pay a monthly flat-rate brokerage fee based on their
net assets as of the first day of each month, at the rate of 1/12 of 6.75% (a
6.75% annual rate), irrespective of the number of trades executed on a
partnership's behalf. Commencing  * , 2002, the partnerships' monthly flat-rate
brokerage fee will be reduced from 7.0%.

     Following is an example of the brokerage fee payable by a partnership. If
the net assets of a partnership equaled $20,000,000 as of the first day of each
month during the fiscal year, Morgan Stanley DW would receive an aggregate
monthly brokerage fee for the year of $1,350,000 ( 1/12 of 6.75% of $20,000,000
per month, or $112,500 times 12).

     From the flat-rate brokerage fees received from the partnerships, the
non-clearing commodity broker pays or reimburses the partnerships for all fees
and costs charged or incurred by the clearing commodity broker(s) for executing
trades on behalf of the partnerships, including floor brokerage fees, exchange
fees, clearinghouse fees, National Futures Association fees, "give up" fees, any
taxes (other than income taxes), any third party clearing costs incurred by the
clearing commodity broker(s), and costs associated with taking delivery of
futures, forwards, and options contracts.

     The non-clearing commodity broker also pays, from the brokerage fees it
receives, the ordinary administrative expenses of each partnership, the
organizational costs of Charter Campbell and the initial offering of its units
(estimated to be approximately $300,000 in the aggregate), and the continuing
offering expenses of each partnership. Ordinary administrative expenses include
legal, accounting and auditing expenses, printing and mailing expenses, and
filing fees incurred in preparing reports, notices and tax information to
limited partners and regulatory bodies. The organizational and initial offering
costs of Charter Campbell, and the continuing offering expenses of each
partnership include legal, accounting and auditing fees, printing costs, filing
fees, escrow fees, marketing costs, which include costs relating to sales
seminars and the preparation of customer sales kits and brochures, and other
related fees and expenses.

     While each partnership pays a flat-rate brokerage fee, rather than
"roundturn commissions" on each trade, it is estimated, based upon each trading
advisor's historical trading, that such flat-rate brokerage fee would
approximate roundturn commissions ranging as follows:

                                       22
$40-$50 for Charter Graham
          $35-$45 for Charter Millburn
          $25-$35 for Charter Welton
          $55-$65 for Charter MSFCM
          $80-$90 for Charter Campbell

     You should note that the approximate roundturn commissions set forth above
include administrative, offering, and other expenses, for which the non-clearing
commodity broker is responsible, but are typically paid separately from
roundturn commissions. The foregoing estimates are based on past results and may
vary in the future.

     Financial Benefits. Each partnership deposits all of its assets with the
commodity brokers in connection with the partnership's futures, forwards, and
options trading. The non-clearing commodity broker then pays each partnership
the rate that the non-clearing commodity broker earns on its U.S. Treasury bill
investments with all customer segregated funds, as if 100% of the partnership's
average net assets deposited with the non-clearing commodity broker for the
month were invested at that rate. In addition, the non-clearing commodity broker
will credit each partnership with 100% of the interest income the non-clearing
commodity broker receives from the clearing commodity brokers with respect to
such partnership's assets deposited as margin with the clearing commodity
brokers. It is estimated that approximately 80% of each partnership's average
daily funds maintained in trading accounts will be on deposit with the
non-clearing commodity broker, and that approximately 20% of each partnership's
average daily funds maintained in trading accounts will be on deposit with the
clearing commodity brokers.

     The commodity brokers, as permitted under CFTC regulations, invest a
portion of client funds, which are held in segregated or secured accounts, in
CFTC-specified securities and other instruments and retain any interest earned
on those investments. Instead of investing these funds, the non-clearing
commodity broker may choose to deposit the funds in non-interest-bearing bank
accounts at various banks (currently * banks), in exchange for which the banks
offer the non-clearing commodity broker's affiliates advantageous interest rates
on loans up to the amount of the deposits. This is known as compensating balance
treatment. The benefit to the non-clearing commodity broker and its affiliates
from this compensating balance treatment is the difference between the lending
rate they would have received without the deposits and the rate they receive by
reason of the deposits. The benefit to the non-clearing commodity broker from
this compensating balance arrangement and the investment of the partnerships'
funds will vary depending upon market conditions. The approximate benefit to the
non-clearing commodity broker currently for each partnership is set forth in the
"Description of Charges--Charges to Each Partnership" table on page * . For more
information regarding the non-clearing commodity broker's interest crediting
arrangements with the partnerships and the investment of customer funds by the
commodity brokers, see "Use of Proceeds--Interest Credits" on page * . Solely in
the case of Charter MSFCM, if any of that partnership's assets are invested in
securities approved by the CFTC for investment of customer funds, the interest
earned on such securities will be paid to that partnership.

     Morgan Stanley, as the counterparty on foreign currency forward trades for
each partnership will attempt to earn a markup, spread, or other profit as part
of the transaction price on each foreign currency forward contract trade, which
is separate from the flat-rate brokerage fees paid by the partnerships to the
non-clearing commodity broker. See "Conflicts of Interest" on page * .

EXTRAORDINARY EXPENSES

     Each partnership is obligated to pay any extraordinary expenses it may
incur. Extraordinary expenses will be determined in accordance with generally
accepted accounting principles, which generally include events that are both
unusual in nature and occur infrequently, such as litigation.

                                       23
EXPENSE LIMITATIONS

     The general partner may permit an increase, subject to state limits
described below, in the management, incentive, and brokerage fees payable by a
partnership only on the first business day following a redemption date. Prior to
any such increase, the following conditions must be satisfied:

     * notice of the increase must be mailed to investors at least five business
       days prior to the last date on which a "request for redemption" must be
       received by the general partner;

     * the notice must describe investors' redemption and voting rights; and

     * investors must not be subject to any redemption charges if they redeem
       units at the first redemption date following the notice.

     Each partnership's fees and expenses are subject to limits imposed under
guidelines applied by certain state securities regulators, as set forth in
Section 7(e) of the limited partnership agreement, including the limitation that
the aggregate of the brokerage fees payable by the partnership to any commodity
broker and the net excess interest and compensating balance benefits to any
commodity broker, after crediting the partnership with interest, shall not
exceed 14% annually of the partnership's average month-end net assets during the
calendar year. The general partner will pay any fees and expenses in excess of
any such limits.

REDEMPTION CHARGES

     You may redeem all or part of your investment in any partnership at any
month-end once you have been an investor in the partnership for at least six
months, regardless of when your units were actually purchased.

     Units redeemed on or before the last day of the twelfth month after they
were purchased are subject to a redemption charge equal to 2% of the net asset
value of the unit on the redemption date. Units redeemed after the last day of
the twelfth month and on or before the last day of the twenty-fourth month after
they were purchased are subject to a redemption charge equal to 1% of the net
asset value of the units on the redemption date. If you redeem units after the
last day of the twenty-fourth month after they were purchased, you will not to
be subject to a redemption charge. All redemption charges will be paid to Morgan
Stanley DW and will not be shared with the financial advisor or additional
selling agent who sold the units.

     The following is an example of a redemption charge that may be payable by
you to Morgan Stanley DW. If you redeem $20,000 worth of units in a partnership
after the sixth month and on or before the last day of the twelfth month after
the units were purchased, you will be subject to the full 2% redemption charge.
In that case, an aggregate redemption charge equal to $400 (2% of $20,000) will
be deducted from the proceeds of your redemption.

                                USE OF PROCEEDS

     Each partnership engages in the speculative trading of futures, forwards,
and options contracts. The proceeds received by each partnership from the sale
of its units and the continuing capital contributions made by the general
partner to each partnership will be deposited in commodity trading accounts
established by the commodity brokers for the partnership. All of the funds in a
partnership's trading accounts will be used to engage in trading futures,
forwards, and options contracts.

     The partnerships' assets held by the commodity brokers will be segregated
or secured in accordance with the Commodity Exchange Act and CFTC regulations.
The partnerships' trading on various U.S. futures exchanges is subject to CFTC
regulation and the rules of the exchanges. The partnerships' trading on foreign
futures exchanges is subject to regulation by foreign regulatory authorities and
the rules of the exchanges.

                                       24
Each partnership's margin commitments with respect to its U.S. commodity
futures and forwards positions have ranged, and are anticipated to range,
between 10% and 40% of net assets. However, a partnership's margin levels could
deviate substantially from that range in the future.

     The partnerships may trade on one or more of the following foreign futures
exchanges and, from time to time, may trade on other foreign exchanges.

* Deutsche Terminborse/Eurex

* Hong Kong Futures Exchange Ltd.

* International Petroleum Exchange of London Ltd.

* Italian Derivatives Market

* London International Financial Futures Exchange Ltd.

* London Commodity Exchange

* London Metal Exchange

* London Securities and Derivatives Exchange

* Marche a Terme International de France

* MEFF Renta Fija

* MEFF Renta Variable

* Montreal Exchange

* New Zealand Futures and Options Exchange

* Osaka Securities Exchange

* Singapore International Monetary Exchange

* Swiss Options and Financial Futures Exchange AG

* Sydney Futures Exchange

* Tokyo Commodity Exchange

* Tokyo Grain Exchange

* Tokyo International Financial Futures Exchange

* Tokyo Stock Exchange

* Winnipeg Commodity Exchange

     In connection with foreign futures and options contracts, the partnerships'
assets may be deposited by the commodity brokers in accounts with non-U.S. banks
and foreign brokers that are segregated on the books of those banks or brokers
for the benefit of their customers. All non-U.S. banks and foreign brokers will
be qualified depositories pursuant to relevant CFTC Advisories. All non-U.S.
banks will be subject to the local bank regulatory authorities, and the foreign
brokers will be members of the exchanges on which the futures and option trades
are to be executed and will be subject to the regulatory authorities in the
jurisdictions in which they operate.

     The assets of the partnerships are not commingled with the assets of one
another or any other entity. Margin deposits and deposits of assets with a
commodity broker do not constitute commingling.

INTEREST CREDITS

     The partnerships' funds held by the commodity brokers will either be held
and invested together with other customer segregated or secured funds of the
commodity brokers, or will be held in non-interest-bearing bank accounts. In
either case, the non-clearing commodity broker will credit each partnership with
interest income at each month-end at the rate earned by the non-clearing
commodity broker on its U.S. Treasury bill investments with customer segregated
funds as if 100% of each partnership's average daily funds (including cash and
securities) held in such partnership's account with the non-clearing commodity
broker during the month were invested in U.S. Treasury bills at such rate. In
addition, the non-clearing commodity broker will credit each partnership with
100% of the interest income the non-clearing commodity broker receives from the
clearing commodity brokers with respect to such partnership's assets deposited
as margin with the clearing commodity brokers. It is anticipated that
approximately 80% of each partnership's average daily funds maintained in
trading accounts will be on deposit with the non-clearing commodity broker and
that approximately 20% of each partnership's average daily funds maintained in
trading accounts will be on deposit with the clearing commodity broker, although
those percentages will vary from time to time. The non-clearing commodity broker
will retain any interest earned in excess of the interest paid by the
non-clearing commodity broker to the partnerships.

                                       25
In the event that Charter MSFCM's assets are invested in securities
approved by the CFTC for investment of customer funds, the interest earned on
such securities will be paid to that partnership.

     To the extent the partnerships' funds are held by the commodity brokers in
customer segregated accounts relating to trading in U.S. exchange-traded futures
and options, such funds, along with segregated funds of other customers in the
accounts, may be invested by the commodity brokers, under applicable CFTC
regulations, in obligations of, or fully guaranteed by, the U.S., general
obligations of any state or any political subdivision thereof, general
obligations issued by any agency sponsored by the U.S., certificates of deposit
issued by a bank as defined in the Exchange Act or a domestic branch of a
foreign bank insured by the FDIC, commercial paper, corporate notes, general
obligations of a sovereign nation, and interests in money market mutual funds,
subject to conditions and restrictions regarding marketability, investment
quality, and investment concentration. In addition, such investments may be
bought and sold pursuant to designated reverse repurchase agreements. To the
extent the partnerships' funds are held by the commodity brokers in secured
accounts relating to trading in futures or options contracts on non-U.S.
exchanges or in forward contracts, such funds may be invested by the commodity
brokers, under applicable CFTC regulations, in the instruments described above
for customer segregated funds, in equity and debt securities traded on
established securities markets in the U.S., and in commercial paper and other
debt instruments that are rated in one of the top two rating categories by
Moody's Investor Service, Inc. or Standard & Poor's Ratings Services, a Division
of The McGraw-Hill Companies, Inc. A significant portion of the partnerships'
funds held by the non-clearing commodity broker will be held in secured accounts
and will be invested in short-term or medium-term commercial paper rated AAA or
the equivalent or in other permitted debt instruments rated AAA or the
equivalent.

     To the extent that the partnerships' funds are held in non-interest-bearing
bank accounts, the non-clearing commodity broker or its affiliates may benefit
from compensating balance treatment in connection with their designation of a
bank or banks in which the partnerships' assets are deposited, meaning that the
non-clearing commodity broker or its affiliates will receive favorable loan
rates from such bank or banks by reason of such deposits. To the extent that the
excess interest and compensating balance benefits to the non-clearing commodity
broker or its affiliates exceed the interest the non-clearing commodity broker
is obligated to credit to the partnerships, they will not be shared with the
partnerships.

                               THE CHARTER SERIES
GENERAL

     The Charter Series presently consists of five limited partnerships each
formed under the laws of Delaware.
DATE PARTNERSHIP
                                      DATE PARTNERSHIP       BEGAN OR IS EXPECTED
                                         WAS FORMED           TO BEGIN OPERATIONS
                                      ----------------        -------------------
Charter Graham.................           July 15, 1998              March 1, 1999
Charter Millburn...............           July 15, 1998              March 1, 1999
Charter Welton.................           July 15, 1998              March 1, 1999
Charter MSFCM..................        October 22, 1993              March 1, 1994
Charter Campbell...............          March 26, 2002            Initial Closing
Each partnership calculates its net asset value per unit independently of
the other partnerships. Each partnership's performance depends solely on the
performance of its trading advisor.

                                       26
Each partnership is continuously offering its units for sale at monthly
closings held as of the last day of each month. The purchase price per unit is
equal to 100% of the net asset value of a unit as of the date of the monthly
closing at which the general partner accepts a subscription.

     Following is a summary of information relating to the sale of units of each
partnership through January 31, 2002:
CHARTER             CHARTER             CHARTER             CHARTER
                              GRAHAM             MILLBURN             WELTON              MSFCM*
                             -------             --------            -------             -------
Units sold..............   4,519,954.545       4,494,930.727       3,930,547.975       7,395,778.519
Units available for
  sale..................   4,480,045.455       4,373,218.521       5,045,111.634       1,025,083.881
Total proceeds
  received..............  $   50,694,359      $   44,348,998      $   34,502,243      $   67,394,951
General partner
  contributions.........  $      441,000      $      360,000      $      295,000      $      722,486
Number of limited
  partners..............           2,082               1,807               1,249               3,115
Net asset value per
  unit..................          $13.99               $9.35               $7.09              $17.20
------------------

     * The number of units sold has been adjusted to reflect a 100-for-1 unit
conversion that took place on December 1, 2000, when Charter MSFCM became part
of the Charter Series of partnerships.

INVESTMENT OBJECTIVES

     The investment objective of each partnership is to achieve capital
appreciation and to provide investors with the opportunity to diversify a
portfolio of traditional investments consisting of stocks and bonds. While each
partnership has the same over-all investment objective and the trading advisor
for each partnership may trade in the same futures, forwards, and options
contracts, each trading advisor has developed its trading programs and trades
futures, forwards, and options in a different manner. You should review and
compare the specifics of each partnership, its terms, and its trading advisor
before selecting one or more partnerships in which to invest.

     MORGAN STANLEY CHARTER GRAHAM L.P.

     Graham relies on technical information as the basis for its systematic
trading decisions. Graham believes that it can, over time, anticipate market
events using multiple quantitative mathematical models to determine its
systematic trading activities. The objective of the trading systems is to
identify positions in markets where the price action of a particular market
signals the computerized systems used by Graham that a potential trend in prices
is occurring. The systems are designed to mathematically analyze the recent
trading characteristics of each market and statistically compare such
characteristics to the long-term historical trading pattern of a particular
market. As a result of this analysis, the programs will utilize proprietary risk
management and trade filter strategies that are intended to enable the system to
benefit from sustained price trends while protecting the account from
unacceptable levels of risk and volatility exposure. One of the most important
objectives of Graham's programs is to strategically reduce leverage in markets
where it has achieved significant profits prior to substantial price reversal
using proprietary techniques designed to reduce volatility, without diluting net
returns. For a more detailed discussion of Graham and its various programs, see
"The Trading Advisors--Morgan Stanley Charter Graham L.P." on page * .

     MORGAN STANLEY CHARTER MILLBURN L.P.

     Millburn's trading methodology includes technical trend analysis, certain
non-trend-following technical systems, and risk management principles. The first
step in the trading methodology is the development of intermediate- to long-term
trading systems which generate buy or sell decisions in a

                                       27
particular market based on the direction of the price trend in the market.
Millburn then tests the full range of the systems in each market traded against
five, ten or fifteen years of historical data to simulate the results the system
would have achieved in the markets had the system been used to make trading
decisions during the simulation period. Millburn applies a System Selection
Algorithm to simulate potential combinations of systems and searches for both an
optimal number and combination of systems in each market. The number of systems
ranges from 5 to 8, and the combination selected is designed to maximize Sharpe
ratio, subject to minimum levels of diversification among systems in the group.
Millburn also employs a Portfolio Allocation Algorithm designed to select a
portfolio with what Millburn believes to be `optimal' risk/reward statistics and
to dynamically shift the portfolio risk allocations into the markets and sectors
which offer the best potential for profit.

     In attempting to assess market volatility as a means of monitoring and
evaluating risk, Millburn uses a volatility overlay as a part of individual
market risk management. This system is designed to measure the risk in a
portfolio's position in a market and signals a decrease in position size when
risk increases and an increase in position size when risk decreases. Millburn's
volatility overlay maintains overall portfolio risk and distribution of risk
across markets within designated ranges. In addition to the volatility overlay,
Millburn's risk management focuses on money management principles applicable to
the portfolio as a whole rather than to individual markets and the careful
control of leverage or portfolio size.

     Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products. For a more detailed discussion of Millburn and its various
programs, see "The Trading Advisors--Morgan Stanley Charter Millburn L.P." on
page * .

     MORGAN STANLEY CHARTER WELTON L.P.

     Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend-following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.

     Welton's Alpha Portfolio utilizes fewer trading styles on a more limited
group of highly liquid global futures and options markets. Trading styles are
specifically focused on opportunities that have a low dependency on correct
directional positioning and timing of those positions.

     Ongoing research and development is a focused commitment of resources to
improve the consistency and quality of performance. It is Welton's position that
no single type of market movement, trading time frame, overall macroeconomic
environment, or any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. For a more detailed discussion of Welton and its various programs,
see "The Trading Advisors--Morgan Stanley Charter Welton L.P." on page * .

     MORGAN STANLEY CHARTER MSFCM L.P.

     Morgan Stanley Futures & Currency Management's trading methodology is trend
following in nature, attempting to identify long-term trends that are beginning
and taking positions that can potentially profit from a continuation of these
trends. Positions are maintained until certain price objectives are reached or
the trend is no longer detected in the data. Deciding when to enter and exit a
position and how much exposure to maintain is made systematically utilizing a
fixed set of technical rules and mathematical formulas that consider factors
such as daily price activity,

                                       28
volatility, volume, and open interest. Although Morgan Stanley Futures &
Currency Management's trading methodology is generally universal across all
markets traded, variations are applied from sector to sector. In some markets,
Morgan Stanley Futures & Currency Management will maintain either a long or
short position at all times, but in other markets a position will only be taken
if a clear trend is determined. In addition, a longer term perspective may be
applied in certain market sectors when detecting rising versus declining trends.

     Determining which markets to trade and how much risk to allocate to each
market is accomplished using a combination of technical inputs and professional
judgment. Factors employed to scrutinize the potential contribution each market
can make to the overall portfolio include historical return, volatility, and
cross-correlations to other markets. Professional judgment is used in making the
final determination as to which markets to trade and takes into account such
things as market liquidity and cost of trading. Morgan Stanley Futures &
Currency Management allocates significant resources to maintain an active
research and development process. For a more detailed discussion of Morgan
Stanley Futures & Currency Management and its various programs, see "The Trading
Advisors--Morgan Stanley Charter MSFCM L.P." on page * .

MORGAN STANLEY CHARTER CAMPBELL L.P.

     Campbell makes trading decisions for all clients' accounts using
proprietary technical trading models which analyze market statistics. Campbell's
trading models are designed to detect and exploit medium- to long-term price
changes, while also applying proven risk management and portfolio management
principles. Campbell believes that utilizing multiple trading models for the
same client account provides an important level of diversification, and is most
beneficial when multiple contracts in each market are traded. Every trading
model may not trade every market. It is possible that one trading model may
signal a long position while another trading model signals a short position in
the same market. It is Campbell's intention to offset these signals to reduce
unnecessary trading, but if the signals are not simultaneous, both trades will
be taken and since it is unlikely that both positions would prove profitable, in
retrospect, one or both trades will appear to have been unnecessary. It is
Campbell's policy to follow trades signaled by each trading model independently
of the other models. Campbell's trading models may include trend-following
trading models, counter-trend trading models and trading models that do not seek
to identify or follow price trends at all.

     Campbell applies risk management and portfolio management strategies to
measure and manage overall portfolio risk. These strategies include portfolio
structure, risk balance, capital allocation, and risk limitation. One objective
of risk and portfolio management is to determine periods of relatively high and
low portfolio risk, and when such points are reached, Campbell & Company may
reduce or increase position size accordingly. It is possible, however, that this
reduction or increase in position size may not enhance the results achieved over
time. For a more detailed discussion of Campbell and its various programs, see
"The Trading Advisors-->Morgan Stanley Charter Campbell L.P." on page * .

TRADING POLICIES

     Material changes to the trading policies described below may be made only
with the prior written approval of limited partners owning more than 50% of
units then outstanding. The general partner will notify the limited partners
within seven business days after any material change in the partnership's
trading policies so approved by the limited partners.

     Each trading advisor will manage partnership funds in accordance with the
following trading policies. [Note: Bracketed language is only applicable to
Charter MSFCM.]

         1. The trading advisor will trade only in those futures, forwards, and
    options contracts that have been approved by the general partner. The
    partnership normally will not establish new positions in a futures, forward,
    or option contract for any one month if such additional positions would
    result in a net long or short position for that contract requiring as margin
    or

                                       29
premium more than 15% of the partnership's net assets. [In addition, Charter
    MSFCM will, except under extraordinary circumstances, maintain positions in
    commodity interest contracts in at least two market segments (i.e.,
    agricultural items, industrial items (including energies), metals,
    currencies, and financial instruments (including stock, financial, and
    economic indexes)) at any time.]

         2. The partnership will not acquire additional positions in any
    futures, forwards, or options contract if such additional positions would
    result in the aggregate net long or short positions for all futures,
    forwards, and options requiring as margin or premium for all outstanding
    positions more than 66 2/3% of the partnership's net assets. Under certain
    market conditions, such as an abrupt increase in margins required by a
    commodity exchange or its clearinghouse or an inability to liquidate open
    positions because of daily price fluctuation limits, or both, the
    partnership may be required to commit as margin amounts in excess of the
    foregoing limit. In such event, the trading advisor will reduce its open
    positions to comply with the foregoing limit before initiating new
    positions.

         3. The partnership will trade currencies and other commodities in the
    interbank and forward contract markets only with banks, brokers, dealers,
    and other financial institutions which the general partner, in conjunction
    with the non-clearing commodity broker, has determined to be creditworthy.
    In determining the creditworthiness of a counterparty to a forward contract,
    the general partner and the non-clearing commodity broker will consult with
    the Corporate Credit Department of Morgan Stanley DW.

         4. The trading advisor will not generally take a position after the
    first notice day in any futures, forward, or option contract during the
    delivery month of that contract, except to match trades to close out a
    position on the interbank foreign currency or other forward markets or
    liquidate trades in a limit market.

         5. The partnership will not employ the trading technique commonly known
    as "pyramiding," in which the speculator uses unrealized profits on existing
    positions in a given futures, forward, or option contract due to favorable
    price movement as margin specifically to buy or sell additional positions in
    the same or a related contract. Taking into account the partnership's open
    trade equity on existing positions in determining generally whether to
    acquire additional futures, forwards, and options positions on behalf of the
    partnership will not be considered to constitute "pyramiding."

         6. The partnership will not under any circumstances lend money to
    affiliates or otherwise. The partnership will not utilize borrowings except
    if the partnership purchases or takes delivery of commodities. If the
    partnership borrows money from the general partner or any affiliate thereof,
    the lender may not receive interest in excess of its interest costs, nor may
    the lender receive interest in excess of the amounts which would be charged
    the partnership (without reference to the general partner's financial
    abilities or guarantees) by unrelated banks on comparable loans for the same
    purpose, nor may the lender or any affiliate thereof receive any points or
    other financing charges or fees regardless of the amount. Use of lines of
    credit in connection with its forward trading does not, however, constitute
    borrowing for purposes of this trading limitation.

         7. The partnership will not permit "churning" of the partnership's
    assets.

         8. The partnership will not purchase, sell, or trade securities (except
    securities permitted by the CFTC for investment of customer funds). The
    partnership may, however, trade in futures contracts on securities and
    securities indices, options on such futures contracts, and other commodity
    options.

PERFORMANCE RECORDS

     A summary of performance information for each partnership from its
commencement of operations (March 1994 for Charter MSFCM, March 1999 for the
other three partnerships) through

                                       30
January 31, 2002 is set forth in Capsules I through IV below. All performance
information has been calculated on an accrual basis in accordance with generally
accepted accounting principles. The "Current net asset value per unit" figure
for Charter MSFCM has been adjusted to reflect the 100-for-one unit conversion
in connection with the partnership becoming a part of the Charter Series. You
should read the footnotes on pages * and * , which are an integral part of the
following capsules.

     Since Charter Campbell is a new fund there is no performance information.
Until Charter Campbell has at least $8 million in assets, Campbell will trade
the partnership's assets pursuant to its Financial, Metal & Energy Program Small
(Above $5 million) Portfolio, thereafter Campbell will trade the partnership's
assets pursuant to its Financial, Metal & Energy Program Large Portfolio.
Capsule A-1 on page * and Capsule B-1 on page * are presented to show the pro
forma performance information for each trading program, each adjusted for the
brokerage, management, and incentive fees applied to Charter Campbell. The
footnotes to the pro forma Capsule performance summaries on page * are an
integral part of each Capsule.

     You are cautioned that the information set forth in each capsule is not
indicative of, and has no bearing on, any trading results which may be attained
by any partnership in the future. Past results are not a guarantee of future
results. We cannot assure you that a partnership will be profitable or will
avoid incurring substantial losses. You should also note that interest income
may constitute a significant portion of a partnership's total income and may
generate profits where there have been realized or unrealized losses from
futures, forwards, and options trading.

                                                                       CAPSULE I
                         PERFORMANCE OF CHARTER GRAHAM

     Type of pool: publicly-offered fund
     Inception of trading: March 1999

     Aggregate subscriptions: $50,694,359
     Current capitalization: $50,538,823
     Current net asset value per unit: $13.99
     Worst monthly % drawdown: (13.72)% (November 2001)
     Worst month-end peak-to-valley drawdown: (17.06)% (6 months, February
     2000-July 2000)
     Cumulative return since inception: (39.90)%
MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
%            %          %          %
January...........................        1.60       (1.99)      2.53
February..........................                    3.41      (2.37)
March.............................                    8.41       0.29       (8.00)
April.............................                  (10.66)     (4.94)       4.24
May...............................                    0.81      (3.97)      (5.94)
June..............................                   (0.64)     (5.51)       6.65
July..............................                   (3.57)     (1.80)      (2.60)
August............................                    6.05       7.09        4.70
September.........................                   14.82      (1.60)       1.22
October...........................                    9.18       2.93       (6.04)
November..........................                  (13.72)     16.54        1.82
December..........................                    0.88      13.47        8.32

Compound Annual/Period Rate of
  Return..........................        1.60        9.72      21.96        2.90
                                      (1 month)                          (10 months)
31
PERFORMANCE OF CHARTER MILLBURN               CAPSULE II

     Type of pool: publicly-offered fund
     Inception of trading: March 1999

     Aggregate subscriptions: $44,348,998
     Current capitalization: $30,589,470
     Current net asset value per unit: $9.35
     Worst monthly % drawdown: (12.69)% (October 1999)
     Worst month-end peak-to-valley drawdown: (23.10)% (13 months, July
     1999-July 2000)
     Cumulative return since inception: (6.50)%
MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
%            %          %          %
January...........................        1.30        0.58       2.16
February..........................                   (2.29)     (1.79)
March.............................                    9.69      (5.26)      (0.50)
April.............................                   (6.69)      0.68        5.03
May...............................                    1.63      (2.25)      (3.54)
June..............................                   (3.01)     (4.72)       5.16
July..............................                   (6.21)     (1.45)      (3.77)
August............................                    2.69       3.07        0.98
September.........................                   (3.42)     (2.26)       0.19
October...........................                    4.69       4.02      (12.69)
November..........................                  (10.16)      4.45        1.44
December..........................                    2.33      16.59        1.53

Compound Annual/Period Rate of
  Return..........................        1.30      (11.25)     12.07       (7.20)
                                      (1 month)                          (10 months)
PERFORMANCE OF CHARTER WELTON               CAPSULE III

     Type of pool: publicly-offered fund

     Inception of trading: March 1999

     Aggregate subscriptions: $34,502,243
     Current capitalization: $16,175,352
     Current net asset value per unit: $7.09
     Worst monthly % drawdown: (10.93)% (April 2001)
     Worst month-end peak-to-valley drawdown: (34.40)% (28 months, March
     1999-June 2001)
     Cumulative return since inception: (29.10)%
MONTHLY PERFORMANCE
                                      ----------------------------------------------
              MONTH                      2002        2001       2000        1999
              -----                      ----        ----       ----        ----
%            %          %          %
January...........................       (0.56)      (5.37)     (6.05)
February..........................                   (2.84)      1.79
March.............................                    6.76       3.75       (7.70)
April.............................                  (10.93)     (6.43)       0.33
May...............................                   (3.49)     (3.02)      (3.46)
June..............................                   (5.20)     (2.61)       3.02
July..............................                    2.13      (4.85)      (4.13)
August............................                    3.88       2.68       (3.17)
September.........................                    0.57      (7.32)      (2.22)
October...........................                   10.43       2.12       (6.94)
November..........................                   (5.69)      1.93        6.43
December..........................                   (2.19)     11.11        7.85

Compound Annual/Period Rate of
  Return..........................       (0.56)     (13.05)     (8.17)     (10.70)
                                      (1 month)                          (10 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       32
CAPSULE IV
                          PERFORMANCE OF CHARTER MSFCM

Type of pool: publicly-offered fund

Inception of trading: March 1994
Aggregate subscriptions: $79,983,541
Current capitalization: $43,648,042
Current net asset value per unit: $17.20
Worst monthly % drawdown past five years: (9.69)% (October 1999)
Worst monthly % drawdown since inception: (12.87)% (January 1995)
Worst month-end peak-to-valley past five years: (15.87)% (21 months, November
1998-July 2000)

Worst month-end peak-to-valley since inception: (22.84)% (7 months, July
1994-January 1995)

Cumulative return since inception: 72.00%
MONTHLY PERFORMANCE
                         ------------------------------------------------------------------------------------------------
         MONTH             2002       2001       2000       1999       1998       1997       1996       1995       1994
         -----             ----       ----       ----       ----       ----       ----       ----       ----       ----
%          %          %          %          %          %          %          %          %
January................     1.65      (4.29)     (0.68)     (5.38)     (1.65)     10.03       2.85     (12.87)
February...............                0.42      (0.66)      1.34      (2.21)      6.10     (11.64)     11.47
March..................                7.07       4.72      (3.27)     (0.69)     (8.05)      0.89      28.77       2.28
April..................               (7.72)      2.15       2.78      (5.90)     (5.89)      3.90       4.41      (2.36)
May....................                5.96       2.34      (4.36)      6.70       0.37      (4.67)      1.21       2.58
June...................               (2.10)     (4.32)      0.54      (0.81)      0.41      (1.55)     (2.60)      2.15
July...................               (0.93)     (7.75)     (0.47)     (4.53)     15.17       5.97       0.48      (4.57)
August.................                4.68       3.32       5.00      15.33      (3.21)     (2.48)      3.58      (5.22)
September..............               (1.29)     (1.33)      0.14       1.62       4.51       4.88      (4.93)     (1.44)
October................                7.54       1.29      (9.69)      1.57      (4.59)      8.88      (1.79)      4.96
November...............               (7.80)      4.31       2.39      (5.12)      6.81       7.53      (4.17)      1.72
December...............               (3.31)     20.52       2.35       2.44       4.43      (8.37)      1.68      (6.95)
Compound Annual/ Period
  Rate of Return.......     1.65      (3.31)     23.77      (9.21)      5.07      26.22       3.97      21.88      (7.32)
                         (1 month)                                                                               (10 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                       FOOTNOTES TO CAPSULES I THROUGH IV

     "Aggregate subscriptions" represent the total amount received for all units
purchased by investors since the partnership commenced operations.

     "Drawdown" means decline in net asset value per unit.

     "Worst month-end peak-to-valley drawdown" is the largest decline
experienced by the partnership, determined in accordance with CFTC Rule 4.10(1),
and represents the greatest cumulative percentage decline from any month-end net
asset value per unit that occurs without such month-end net asset value per unit
being equaled or exceeded as of a subsequent month-end net asset value per unit.
For example, if the net asset value per unit of a partnership was $15 and
declined by $1 in each of January and February, increased by $1 in March and
declined again by $2 in April, a "peak-to-valley drawdown" analysis conducted as
of the end of April would consider that "drawdown" to be still continuing and to
be $3 in amount because the $15 initial month-end net asset value per unit had
not been equalled or exceeded by a subsequent month-end net asset value per
unit, whereas if the net asset value of a unit had increased by $2 in March, the
January-February drawdown would have ended as of the end of February at the $2
level because the $15 initial net asset value per unit would have been equaled
in March. Such "drawdowns" are measured on the basis of month-end net asset
values only, and do not reflect intra-month figures.

     "Monthly Performance" is the percentage change in net asset value per unit
from one month to another.

                                       33
"Compound Annual/Period Rate of Return" is calculated by multiplying on a
compound basis each of the monthly rates of return and not by adding or
averaging such monthly rates of return. For periods of less than one year, the
results are year-to-date.

ADDITIONAL PARTNERSHIPS

     In the future, additional partnerships may be added to the Charter Series
of partnerships and units of limited partnership interest of such partnerships
may be offered pursuant to a separate prospectus or an updated version of, or
supplement to, this prospectus. Such partnerships will generally have different
trading advisors and may have substantially different trading approaches or fee
structures. You should carefully review any such separate prospectus, updated
version of, or supplement to, this prospectus before making the decision to
purchase units in any new Charter Series partnership.

AVAILABILITY OF EXCHANGE ACT REPORTS

     The partnerships are required to file periodic reports with the SEC, such
as annual and quarterly reports, and proxy statements. You may read any of these
filed documents, or obtain copies by paying prescribed charges, at the SEC's
public reference rooms located at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; 233 Broadway, New York, New York 10279; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. The
partnerships' SEC filings are also available to the public from the SEC's Web
site at "http:// www.sec.gov." Their SEC file numbers are 0-25603 (Charter
Graham), 0-25605 (Charter Millburn), 0-25607 (Charter Welton), and 0-26282
(Charter MSFCM).

                                       34
SELECTED FINANCIAL DATA
                     AND SELECTED QUARTERLY FINANCIAL DATA

     The following are the results of operations and selected quarterly
financial data for each partnership for the periods indicated. Per unit results
for Charter MSFCM have been adjusted to reflect a 100-for-1 unit conversion that
became effective on December 1, 2000.

                                 CHARTER GRAHAM

SELECTED FINANCIAL DATA
FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
REVENUES
Trading profit (loss):
  Realized................................................     9,678,296      4,638,274             839,458
  Net change in unrealized................................    (2,549,392)     2,344,969           1,070,531
                                                             -----------    -----------         -----------
    Total Trading Results.................................     7,128,904      6,983,243           1,909,989
Interest income (Morgan Stanley DW).......................     1,250,516      1,242,395             444,815
                                                             -----------    -----------         -----------
    Total.................................................     8,379,420      8,225,638           2,354,804
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     2,476,549      1,517,906             723,042
Incentive fees............................................     1,936,526        950,165           --
Management fees...........................................       707,585        433,688             206,583
                                                             -----------    -----------         -----------
    Total.................................................     5,120,660      2,901,759             929,625
                                                             -----------    -----------         -----------
NET INCOME................................................     3,258,760      5,323,879           1,425,179
                                                             ===========    ===========         ===========
NET INCOME ALLOCATION:
Limited Partners..........................................     3,223,806      5,265,407           1,408,675
General Partner...........................................        34,954         58,472              16,504
NET INCOME PER UNIT:
Limited Partners..........................................          1.22           2.26                 .29
General Partner...........................................          1.22           2.26                 .29
TOTAL ASSETS AT END OF PERIOD.............................    48,611,167     30,380,410          21,028,305
TOTAL NET ASSETS AT END OF PERIOD.........................    47,940,768     28,771,158          20,661,112
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................         13.77          12.55               10.29
General Partner...........................................         13.77          12.55               10.29
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
2001
March 31...............................................   $ 4,236,263          $ 2,946,614           $ 1.24
June 30................................................    (2,807,638)          (3,534,187)           (1.45)
September 30...........................................     7,364,979            6,253,933             2.15
December 31............................................      (414,184)          (2,407,600)           (0.72)
                                                          -----------          -----------           ------
Total..................................................   $ 8,379,420          $ 3,258,760           $ 1.22
                                                          ===========          ===========           ======
2000
March 31...............................................   $   645,703          $    76,251           $ 0.04
June 30................................................    (2,661,171)          (3,154,240)           (1.42)
September 30...........................................     1,159,061              695,863             0.31
December 31............................................     9,082,045            7,706,005             3.33
                                                          -----------          -----------           ------
Total..................................................   $ 8,225,638          $ 5,323,879           $ 2.26
                                                          ===========          ===========           ======
35
CHARTER MILLBURN

SELECTED FINANCIAL DATA
FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
REVENUES
Trading profit (loss):
  Realized................................................     1,548,568         76,367          (2,134,562)
  Net change in unrealized................................    (3,536,111)     4,050,018             920,823
                                                             -----------    -----------         -----------
    Total Trading Results.................................    (1,987,543)     4,126,385          (1,213,739)
Interest income (Morgan Stanley DW).......................     1,143,337      1,404,756             559,942
                                                             -----------    -----------         -----------
    Total.................................................      (844,206)     5,531,141            (653,797)
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     2,168,012      1,699,726             912,182
Management fees...........................................       619,432        485,636             260,624
Incentive fees............................................       --             --                  103,350
                                                             -----------    -----------         -----------
    Total.................................................     2,787,444      2,185,362           1,276,156
                                                             -----------    -----------         -----------
NET INCOME (LOSS).........................................    (3,631,650)     3,345,779          (1,929,953)
                                                             ===========    ===========         ===========
NET INCOME (LOSS) ALLOCATION:
Limited Partners..........................................    (3,592,200)     3,310,250          (1,909,044)
General Partner...........................................       (39,450)        35,529             (20,909)
NET INCOME (LOSS) PER UNIT:
Limited Partners..........................................         (1.17)          1.12                (.72)
General Partner...........................................         (1.17)          1.12                (.72)
TOTAL ASSETS AT END OF PERIOD.............................    30,701,006     30,595,019          23,708,029
TOTAL NET ASSETS AT END OF PERIOD.........................    30,218,601     29,782,599          23,303,720
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................          9.23          10.40                9.28
General Partner...........................................          9.23          10.40                9.28
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
2001
March 31...............................................   $ 3,124,647          $ 2,445,156           $ 0.81
June 30................................................    (1,983,688)          (2,716,749)           (0.90)
September 30...........................................    (1,530,647)          (2,225,909)           (0.72)
December 31............................................      (454,518)          (1,134,148)           (0.36)
                                                          -----------          -----------           ------
Total..................................................   $  (844,206)         $(3,631,650)          $(1.17)
                                                          ===========          ===========           ======
2000
March 31...............................................   $  (702,882)         $(1,243,143)          $(0.46)
June 30................................................      (988,574)          (1,542,703)           (0.55)
September 30...........................................       362,262             (173,618)           (0.06)
December 31............................................     6,860,335            6,305,243             2.19
                                                          -----------          -----------           ------
Total..................................................   $ 5,531,141          $ 3,345,779           $ 1.12
                                                          ===========          ===========           ======
36
CHARTER WELTON

SELECTED FINANCIAL DATA
FOR THE PERIOD FROM
                                                                                               MARCH 1, 1999
                                                                 FOR THE YEARS ENDED         (COMMENCEMENT OF
                                                                    DECEMBER 31,              OPERATIONS) TO
                                                                2001            2000         DECEMBER 31, 1999
                                                             -----------    ------------    -------------------
                                                                  $              $                   $
REVENUES
Trading profit (loss):
  Realized................................................     1,237,257     (2,859,783)         (1,636,293)
  Net change in unrealized................................    (3,175,394)     1,578,590           1,722,849
                                                             -----------    -----------         -----------
    Total Trading Results.................................    (1,938,137)    (1,281,193)             86,556
Interest income (Morgan Stanley DW).......................       764,243      1,274,899             521,699
                                                             -----------    -----------         -----------
    Total.................................................    (1,173,894)        (6,294)            608,255
                                                             -----------    -----------         -----------
EXPENSES
Brokerage fees (Morgan Stanley DW)........................     1,369,546      1,547,098             852,522
Management fees...........................................       391,300        442,028             243,578
                                                             -----------    -----------         -----------
    Total.................................................     1,760,846      1,989,126           1,096,100
                                                             -----------    -----------         -----------
NET LOSS..................................................    (2,934,740)    (1,995,420)           (487,845)
                                                             ===========    ===========         ===========
NET LOSS ALLOCATION:
Limited Partners..........................................    (2,900,116)    (1,972,281)           (481,546)
General Partner...........................................       (34,624)       (23,139)             (6,299)
NET LOSS PER UNIT:
Limited Partners..........................................         (1.07)         (0.73)              (1.07)
General Partner...........................................         (1.07)         (0.73)              (1.07)
TOTAL ASSETS AT END OF PERIOD.............................    17,371,314     23,235,404          23,455,371
TOTAL NET ASSETS AT END OF PERIOD.........................    16,653,076     22,309,441          23,077,361
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners..........................................          7.13           8.20                8.93
General Partner...........................................          7.13           8.20                8.93
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
REVENUE/                                NET INCOME
                                                             (NET                                  (LOSS) PER
                                                            TRADING                NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)            INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   -----------         -------------   --------------------
2001
March 31...............................................   $   104,263          $  (380,499)          $(0.15)
June 30................................................    (3,654,962)          (4,114,323)           (1.49)
September 30...........................................     1,580,750            1,175,041             0.44
December 31............................................       796,055              385,041             0.13
                                                          -----------          -----------           ------
Total..................................................   $(1,173,894)         $(2,934,740)          $(1.07)
                                                          ===========          ===========           ======
2000
March 31...............................................   $   388,352          $  (124,909)          $(0.07)
June 30................................................    (2,342,058)          (2,871,389)           (1.03)
September 30...........................................    (1,594,584)          (2,083,265)           (0.74)
December 31............................................     3,541,996            3,084,143             1.11
                                                          -----------          -----------           ------
Total..................................................   $    (6,294)         $(1,995,420)          $(0.73)
                                                          ===========          ===========           ======
37
CHARTER MSFCM

SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                 2001         2000         1999         1998         1997
                                                              ----------   ----------   ----------   ----------   ----------
                                                                  $            $            $            $            $
REVENUES
Trading profit (loss):
 Realized...................................................   5,807,007    5,655,002   (3,118,414)  10,745,170    9,351,615
 Net change in unrealized...................................  (4,973,466)   3,263,304    1,054,886   (6,135,777)   5,066,794
                                                              ----------   ----------   ----------   ----------   ----------
   Total Trading Results....................................     833,541    8,918,306   (2,063,528)   4,609,393   14,418,409
Interest income (Morgan Stanley DW).........................   1,431,775    1,611,060    1,492,539    1,722,659    1,839,463
                                                              ----------   ----------   ----------   ----------   ----------
   Total....................................................   2,265,316   10,529,366     (570,989)   6,332,052   16,257,872
                                                              ----------   ----------   ----------   ----------   ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)..........................   2,759,119    1,821,573    2,089,386    2,293,998    2,944,705
Management fees (Morgan Stanley Futures & Currency
 Management)................................................     788,319      982,932    1,194,754    1,365,216    1,393,730
Incentive fees (Morgan Stanley Futures & Currency
 Management)................................................     148,065      205,168       --          284,832    1,009,675
Transaction fees and costs..................................      --           83,748      134,354      154,590      186,730
Administrative expenses.....................................      --           66,000       72,000       74,000       96,000
                                                              ----------   ----------   ----------   ----------   ----------
   Total....................................................   3,695,503    3,159,421    3,490,494    4,172,636    5,630,840
                                                              ----------   ----------   ----------   ----------   ----------
NET INCOME (LOSS)...........................................  (1,430,187)   7,369,945   (4,061,483)   2,159,416   10,627,032
                                                              ==========   ==========   ==========   ==========   ==========
NET INCOME (LOSS) ALLOCATION:
Limited Partners............................................  (1,410,776)   7,257,147   (4,013,384)   2,098,465   10,408,317
General Partner.............................................     (19,411)     112,798      (48,099)      60,951      218,715
NET INCOME (LOSS) PER UNIT:
Limited Partners............................................       (0.58)        3.36        (1.43)        0.75         3.08
General Partner.............................................       (0.58)        3.36        (1.43)        0.75         3.08
TOTAL ASSETS AT END OF PERIOD...............................  43,514,194   38,755,372   36,874,230   45,904,521   48,991,106
TOTAL NET ASSETS AT END OF PERIOD...........................  42,399,948   37,382,311   36,185,214   45,472,168   48,002,629
NET ASSET VALUE PER UNIT AT END OF PERIOD
Limited Partners............................................       16.92        17.50        14.14        15.57        14.82
General Partner.............................................       16.92        17.50        14.14        15.57        14.82
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
NET INCOME
                                                            REVENUE/                                (LOSS) PER
                                                          (NET TRADING              NET          UNIT OF LIMITED
                     QUARTER ENDED                           LOSS)             INCOME (LOSS)   PARTNERSHIP INTEREST
-------------------------------------------------------   ------------         -------------   --------------------
2001
March 31...............................................   $ 2,101,728           $ 1,128,332           $ 0.51
June 30................................................      (817,393)           (1,676,192)           (0.77)
September 30...........................................     1,841,035               942,776             0.41
December 31............................................      (860,054)           (1,825,103)           (0.73)
                                                          -----------           -----------           ------
Total..................................................   $ 2,265,316           $(1,430,187)          $(0.58)
                                                          ===========           ===========           ======
2000
March 31...............................................   $ 2,017,694           $ 1,142,792           $ 0.47
June 30................................................       766,640                36,666             0.00
September 30...........................................    (1,355,919)           (2,028,558)           (0.87)
December 31............................................     9,100,951             8,219,045             3.76
                                                          -----------           -----------           ------
Total..................................................   $10,529,366           $ 7,369,945           $ 3.36
                                                          ===========           ===========           ======
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

LIQUIDITY

     Assets of each partnership are deposited with the commodity brokers in
separate futures, forwards, and options trading accounts established for the
trading advisor for the partnership and are used as margin to engage in trading.
The assets are held in either non-interest bearing bank accounts or in
securities and instruments permitted by the CFTC for investment of customer
segregated or secured funds. Each partnership's assets held by the commodity
brokers may be used as margin solely for the partnership's trading. Since each
partnership's sole purpose is to

                                       38
trade in futures, forwards, and options, it is expected that each partnership
will continue to own liquid assets for margin purposes.

     Each partnership's investment in futures, forwards, and options may, from
time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in
prices during a single day by regulations referred to as "daily price
fluctuations limits" or "daily limits." Trades may not be executed at prices
beyond the daily limit. If the price for a particular futures or options
contract has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several consecutive
days with little or no trading. These market conditions could prevent a
partnership from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

     There is no limitation on daily price moves in trading forward contracts on
foreign currency. The markets for some world currencies have low trading volume
and are illiquid, which may prevent a partnership from trading in potentially
profitable markets or prevent a partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial losses.
Either of these market conditions could result in restrictions on redemptions.

     The partnerships have not had illiquidity affect a material portion of
their assets.

CAPITAL RESOURCES

     The partnerships do not have, nor expect to have, any capital assets.
Redemptions, exchanges, and sales of additional units in the future will affect
the amount of funds available for investment in futures, forwards, and options
in subsequent periods. It is not possible to estimate the amount and therefore
the impact of future redemptions of units.

RESULTS OF OPERATIONS

     General. Each partnership's results depend on its trading advisor and the
ability of the trading advisor's trading program to take advantage of price
movements or other profit opportunities in the futures, forwards, and options
markets. The following presents a summary of the operations for the two years
ended December 31, 2001 and for the period from March 1, 1999 (commencement of
operations) to December 31, 1999 for Charter Graham, Charter Millburn, and
Charter Welton, the three years ended December 31, 2001 for Charter MSFCM, and a
general discussion of each partnership's trading activities during those
periods. It is important to note, however, that each trading advisor trades in
various markets at different times and that prior activity in a particular
market does not mean that such market will be actively traded by the trading
advisors or will be profitable in the future. Consequently, the results of
operations of each partnership are difficult to discuss other than in the
context of its trading advisor's trading activities on behalf of the partnership
and how the partnership has performed in the past.

     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER GRAHAM L.P.

     2001 Results. For the year ended December 31, 2001, Charter Graham posted
an increase in net asset value per unit. The most significant gains of
approximately 12.3% were recorded in the global interest rate futures markets
primarily during August and September from long positions in U.S. interest rate
futures as domestic bond prices trended higher amid concerns for the U.S.
economy, declining stock prices, as well as in reaction to the Federal Reserve's
interest rate cuts. Smaller gains were recorded from long positions in
short-term European interest rate futures as prices trended higher. In the
global stock index futures markets, gains of approximately 7.4% were recorded
primarily during the third quarter from short positions in DAX, TOPIX, and
Nikkei Index futures as equity prices moved sharply lower on corporate profit
warnings and amid worries regarding global economic uncertainty. In the metals
markets, gains of approximately 4.1% were recorded primarily throughout the
third quarter from short futures positions in copper and zinc as base metals
prices trended lower as a result of increased supplies and weak demand. A
portion of

                                       39
the partnership's overall gains was partially offset by losses of approximately
1.5% recorded in the agricultural markets from trading soybean meal and soybean
oil futures.

     For the year ended December 31, 2001, Charter Graham recorded total trading
revenues, including interest income, of $8,379,420. Total expenses for the year
were $5,120,660, resulting in net income of $3,258,760. The net asset value of a
unit increased from $12.55 at December 31, 2000 to $13.77 at December 31, 2001.

     2000 Results. For the year ended December 31, 2000, Charter Graham posted
an increase in net asset value per unit. The most significant gains of
approximately 15.8% were recorded in the currency markets primarily during
January, April, August, and October from short positions in the euro and Swiss
franc as the value of these European currencies weakened relative to the U.S.
dollar amid skepticism about Europe's economic outlook. Additional gains were
recorded primarily during November from short positions in the Korean won as its
value weakened versus the U.S. dollar due to concerns over political and
economic woes in that region. In the interest rate futures markets, gains of
approximately 12.9% were recorded primarily during November and December from
long positions in U.S. interest rate futures as prices climbed higher amid a
drop in stock prices and as fears of an economic slowdown drew investors to the
perceived safety of government securities. Additional gains were recorded during
December from long positions in European and Australian interest rate futures as
prices in these markets rose amid the speculation that the U.S. Federal Reserve
would lower interest rates in the near future. In the energy markets, gains of
approximately 11.9% were recorded primarily during May, August, September,
November, and December from long positions in natural gas futures as prices
climbed to all-time highs amid supply and storage concerns. A portion of the
partnership's overall gains was partially offset by losses of approximately 3.7%
recorded in the metals markets primarily during November and December from long
positions in copper and aluminum futures as prices declined after concerns
mounted that demand would weaken amid a cooling of the U.S. economy.

     For the year ended December 31, 2000, Charter Graham recorded total trading
revenues, including interest income, of $8,225,638. Total expenses for the year
ended December 31, 2000 were $2,901,759, resulting in net income of $5,323,879.
The net asset value of a unit increased from $10.29 at December 31, 1999 to
$12.55 at December 31, 2000.

     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Graham posted an increase in net
asset value per unit. The most significant gains of approximately 7.2% were
recorded in the global stock index futures markets primarily during the fourth
quarter. Gains were recorded in the U.S., approximately 10.8%, and European,
approximately 4.3%, equity markets as many markets experienced significant
year-end rallies. The overall strength of U.S. stocks boosted European stocks
specifically in Germany, France, and Spain. Additional gains of approximately
4.9% were recorded in the metals markets primarily during the first and fourth
quarters from long positions in aluminum and copper as prices increased on
technical factors and a healthy economic outlook for most industrialized
nations' economies in the year ahead. Trading in the energy markets produced
gains of approximately 2.2% as OPEC cooperated with other major global oil
producing countries to rein in production and allow for the drawing down of
inventories that had grown steadily throughout 1998. Long positions in crude oil
benefited from the improving global demand for energy and the decreased supply.
A portion of the partnership's overall gains was offset by losses of
approximately 1.5% recorded in the agricultural markets. Short corn futures
positions proved unprofitable when prices reversed higher in the second quarter
on a seasonally driven rally.

     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Graham recorded total trading revenues, including
interest income, of $2,354,804. Total expenses for the period were $929,625,
resulting in net income of $1,425,179. The value of a unit increased from $10.00
at inception of trading on March 1, 1999 to $10.29 at December 31, 1999.

                                       40
RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER MILLBURN L.P.

     2001 Results. For the year ended December 31, 2001, Charter Millburn posted
a decrease in net asset value per unit. The most significant losses of
approximately 12.7% were recorded in the energy markets throughout the first
nine months of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. In the soft commodities markets,
losses of approximately 1.0% were experienced from short positions in sugar
futures as prices reversed higher on supply concerns. Smaller losses of
approximately 0.8% were recorded in the agricultural markets primarily during
July from previously established short corn futures positions as prices
increased on forecasts for hotter and drier weather in the U.S. midwest. A
portion of the partnership's overall losses was partially offset by gains of
approximately 4.6% recorded throughout a majority of the third quarter in the
global stock index futures markets from short positions in Hang Seng and DAX
Index futures as equity prices moved sharply lower on corporate profit warnings
and amid worries regarding global economic uncertainty. Additional gains of
approximately 2.9% were recorded in the global interest rate futures markets
primarily during August and September from long positions in short-term U.S.
interest rate futures as prices trended higher following interest rate cuts by
the U.S. Federal Reserve and as investors sought the safe-haven of shorter
maturity fixed income investments. Smaller profits of approximately 1.6% were
recorded in the currency markets during the first quarter and also during
December from short positions in the Japanese yen as its value weakened relative
to the U.S. dollar amid concerns for the ailing Japanese economy.

     For the year ended December 31, 2001, Charter Millburn recorded total
trading losses, net of interest income, of $844,206. Total expenses for the year
were $2,787,444, resulting in a net loss of $3,631,650. The net asset value of a
unit decreased from $10.40 at December 31, 2000 to $9.23 at December 31, 2001.

     2000 Results. For the year ended December 31, 2000, Charter Millburn posted
an increase in net asset value per unit. The most significant gains of
approximately 11.1% were recorded in the energy markets primarily during
February, May, June, August, October, and November from long positions in crude
oil futures and its refined products as oil prices increased on concerns about
future output levels from the world's leading producer countries amid increasing
demand and rising concerns regarding supplies and production levels. Additional
gains were recorded during May, August, September, and December from long
positions in natural gas futures as prices trended higher on supply and storage
concerns. In the global interest rate futures markets, gains of approximately
8.1% were recorded primarily during August, November, and December from long
positions in U.S. interest rate futures as prices climbed higher amid a drop in
stock prices and as fears of an economic slowdown drew investors to the
perceived safety of government securities. Additional gains were recorded during
December from long positions in European interest rate futures as prices rose
amid speculation that the U.S. Federal Reserve would lower interest rates. A
portion of the partnership's overall gains was partially offset by losses of
approximately 3.3% recorded in the global stock index futures markets primarily
from long futures positions in the Hang Seng Index as most global equity prices
reversed lower in early January amid fears of interest rate hikes. During March
and June, additional losses were recorded from trading Hang Seng Index futures
due to trendless price movement within most of the world's stock markets.

     For the year ended December 31, 2000, Charter Millburn recorded total
trading revenues, including interest income, of $5,531,141. Total expenses for
the year ended December 31, 2000 were $2,185,362, resulting in net income of
$3,345,779. The net asset value of a unit increased from $9.28 at December 31,
1999 to $10.40 at December 31, 2000.

     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Millburn posted a decrease in net
asset value per unit. The most significant losses of approximately 4.3% were
recorded in the global interest rate futures markets. The partnership
experienced losses in the third and fourth quarters from short positions in

                                       41
Japanese interest rate futures as prices moved higher amid fears that a strong
yen may slow that nation's budding recovery. Losses were also recorded during
April and May from long U.S. interest rate futures positions as prices dropped
in reaction to Federal Reserve Chairman Alan Greenspan's warnings that a strong
economy could reignite inflation. Fears that the Federal Reserve eventually
could boost target interest rates pushed down domestic bond prices during the
first and second quarters and forced yields higher. During July and August, long
U.S. interest rate futures positions resulted in additional losses as domestic
bond prices moved temporarily lower after Federal Reserve Chairman Alan
Greenspan commented that central bankers must consider stock prices when setting
monetary policy and as economic reports added to concern that the U.S. Federal
Reserve will raise interest rates. Additional losses of approximately 3.0% were
experienced in the currency markets primarily during the third quarter from
short positions in the Swiss franc and the euro as the value of these currencies
moved higher relative to the U.S. dollar. A portion of the overall losses was
offset by gains of approximately 1.7% recorded in the metals markets primarily
from long gold and aluminum futures positions. An announcement by a group of
European central banks abruptly reversed gold prices higher late in the third
quarter resulting in gains for long gold futures positions. Aluminum prices also
increased during the year on technical factors and a healthy economic outlook
for most industrialized nations' economies in the year ahead. Trading in the
energy markets produced gains of approximately 1.2% as OPEC cooperated with
other major global oil producing countries to rein in production thus pushing
prices higher. Crude oil and its refined products all benefited from the
improving global demand for energy and the decreased supply of crude oil.

     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Millburn recorded total trading losses net of
interest income of $653,797. Total expenses for the period were $1,276,156,
resulting in a net loss of $1,929,953. The net asset value of a unit decreased
from $10.00 at inception of trading on March 1, 1999 to $9.28 at December 31,
1999.

     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER WELTON L.P.

     2001 Results. For the year ended December 31, 2001, Charter Welton posted a
decrease in net asset value per unit. The most significant losses of
approximately 10.2% were recorded in the energy markets throughout the first
nine months of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. In the currency markets, losses of
approximately 7.8% were experienced primarily during January and February from
crossrate transactions involving the euro relative to the Japanese yen due to
short term volatility as a result of conflicting economic signals and a surprise
cut in the discount rate by the Bank of Japan. Smaller losses of approximately
5.3% were recorded in the metals markets primarily during April and early May
from short gold futures positions as prices climbed higher on weakness in the
U.S. dollar. These losses were partially offset by gains of approximately 18.5%
recorded in the global interest rate futures markets primarily during August and
September from long positions in short-term U.S. interest rate futures as prices
trended higher following interest rate cuts by the U.S. Federal Reserve and as
investors sought the safe-haven of shorter maturity fixed income investments.
Smaller gains of approximately 0.4% were recorded in the soft commodities
markets primarily during February from short cotton futures positions as cotton
prices declined on weak export sales and low demand.

     For the year ended December 31, 2001, Charter Welton recorded total trading
losses, net of interest income, of $1,173,894. Total expenses for the year were
$1,760,846, resulting in a net loss of $2,934,740. The net asset value of a unit
decreased from $8.20 at December 31, 2000 to $7.13 at December 31, 2001.

     2000 Results. For the year ended December 31, 2000, Charter Welton posted a
decrease in net asset value per unit. The most significant losses of
approximately 10.8% were recorded in the global stock index futures markets
primarily during January from long positions in U.S. stock

                                       42
index futures as U.S. and European equity prices reversed lower, after rallying
higher in December 1999, amid fears of interest rate hikes in the U.S. and
Europe. During April, additional losses were recorded from long U.S. stock index
futures positions as domestic equity prices declined following the release of an
unexpected jump in the Consumer Price Index. In the metals markets, losses of
approximately 5.6% resulted primarily from short aluminum futures positions as
prices reversed sharply higher during mid-June on institutional buying and fears
that U.S. capacity could be hit further by power shortages. Additional losses
were incurred throughout the fourth quarter from long positions in copper and
aluminum futures as prices declined after concerns mounted that demand would
weaken amid a cooling of the U.S. economy. A portion of the partnership's
overall losses was partially offset by gains of approximately 7.2% recorded in
the energy markets primarily during November and December from long positions in
natural gas futures as prices trended higher on supply and storage concerns. In
the global interest rate futures markets, gains of approximately 6.5% were
recorded primarily during August and December from long positions in U.S.
interest rate futures as prices climbed higher amid a drop in stock prices and
as fears of an economic slowdown drew investors to the perceived safety of
government securities.

     For the year ended December 31, 2000, Charter Welton recorded total trading
losses, net of interest income, of $6,294. Total expenses for the year ended
December 31, 2000 were $1,989,126, resulting in a net loss of $1,995,420. The
net asset value of a unit decreased from $8.93 at December 31, 1999 to $8.20 at
December 31, 2000.

     1999 Results. For the period from March 1, 1999 (commencement of
operations) through December 31, 1999, Charter Welton posted a decrease in net
asset value per unit. The most significant losses of approximately 6.3% occurred
in the global interest rate futures markets. Charter Welton experienced losses
in the third quarter from short positions in Japanese interest rate futures as
prices moved higher amid fears that a strong yen may slow that nation's budding
recovery. In addition, positions in U.S. and European bonds proved unprofitable
as price volatility and choppiness experienced during the year limited the
ability to capitalize on trends. Additional losses of approximately 4.3% were
recorded in the soft commodities markets primarily in coffee futures due to
weather driven volatility in Brazil, which is the world's largest producer of
coffee. A portion of the partnership's overall losses was offset by gains of
approximately 11.2% recorded in the global stock index futures markets
particularly from long positions in U.S. and European equity markets. These long
positions in U.S. and European equity index futures were especially profitable
as many markets experienced significant year-end rallies. Trading in the energy
markets produced gains of approximately 0.8% as OPEC cooperated with other major
global oil producing countries to rein in production and allow for the drawing
down of inventories that had grown steadily through 1998. Crude oil and its
refined products all benefited from the improving global demand for energy and
the decreased supply of crude oil.

     For the period from March 1, 1999 (commencement of operations) through
December 31, 1999, Charter Welton recorded total trading revenues, including
interest income, of $608,255. Total expenses for the period were $1,096,100,
resulting in a net loss of $487,845. The net asset value of a unit decreased
from $10.00 at inception of trading on March 1, 1999 to $8.93 at December 31,
1999.

     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER MSFCM L.P.

     General. All per unit amounts have been restated to reflect the 100-for-1
unit conversion that took place when Charter MSFCM became part of the Charter
Series of partnerships.

     2001 Results. For the year ended December 31, 2001, Charter MSFCM posted a
decrease in net asset value per unit. The most significant losses of
approximately 6.2% were recorded in the currency markets primarily during July
and September from transactions involving the euro relative to the British
pound. Smaller losses of approximately 1.6% were recorded in the metals markets
primarily during April and early May from short gold futures positions as prices
climbed higher on weakness in the U.S. dollar. Smaller losses of approximately
1.3% were recorded throughout the first nine months of the year from trading in
crude oil futures and its related

                                       43
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production, and demand. A portion of the partnership's
overall losses was partially offset by gains of approximately 13.1% were
recorded in the global interest rate futures markets during the first and third
quarter and during October from long positions in German interest rate futures
as prices trended higher in response to an interest rate cut by the European
Central Bank, strength in the euro, and weakness in global equity prices.
Additional profits were recorded throughout a majority of the first quarter from
long positions in eurodollar futures as prices rose amid a rattled stock market,
shaky consumer confidence, positive inflation data, and interest rate cuts by
the U.S. Federal Reserve. During September and October, profits were recorded
from long positions as prices continued trending higher amid continued concerns
for the sluggish U.S. economy, interest rate cuts by the U.S. Federal Reserve,
and as investors sought a safe haven from declining stock prices.

     For the year ended December 31, 2001, Charter MSFCM recorded total trading
revenues, including interest income, of $2,265,316. Total expenses for the year
were $3,695,503, resulting in a net loss of $1,430,187. The net asset value of a
unit decreased from $17.50 at December 31, 2000 to $16.92 at December 31, 2001.

     2000 Results. For the year ended December 31, 2000, Charter MSFCM posted an
increase in net asset value per unit. The partnership posted gains in 2000 as a
result of strong trends in the energy and currency futures markets. In the
energy sector, profits of approximately 20.2% resulted primarily from long
positions in the natural gas and crude oil futures markets. Natural gas saw its
price rise to record levels in 2000. Recent low inventory levels, sluggish
supply, and cold winter weather combined to push prices to such high levels. In
the crude oil market, gains were realized from long positions earlier in the
year as prices rose to nine-year highs on a combination of cold weather,
declining inventories, and increasing demand. In addition, concerns about future
output levels from the world's leading producer countries added to the upward
price momentum. Later in the year, however, profits resulted from short
positions as the price of crude oil futures fell on expectations that Iraqi oil
exports would resume and on fears that the slowdown in the economy would curb
demand while at the same time increase supply. In the currency markets, gains of
approximately 15.4% were recorded primarily from short positions in the euro,
Swiss franc, and Swedish krona as the value of these European currencies
weakened relative to the U.S. dollar amid skepticism about Europe's economic
outlook. Strong economic data out of the U.S. and interest rate hikes in the
U.S. also boosted the dollar and, subsequently, added to the euro's
difficulties. Later in the year as the bullish trend in the U.S. dollar
reversed, additional gains were recorded from long positions in the euro, Swiss
franc, and Swedish krona verses the U.S. dollar as a result of new confidence in
the European economy and an overall skepticism regarding the U.S. economy. A
portion of these gains was offset by losses experienced in the metals and stock
index futures markets. The majority of losses, approximately 8.8%, were
experienced in the metals markets primarily from aluminum futures. From a
technical standpoint, the price of aluminum traded in a very volatile pattern
throughout the year leaving little opportunity for the development of trends. In
addition, long positions in this market, particularly in the second half of the
year, resulted in losses as price declined after concerns mounted that demand
would weaken amid a cooling of the U.S. economy. Losses of approximately 6.1%
were recorded in the global stock index futures markets. The S&P 500 Index
traded in a very choppy pattern resulting in losses for both long and short
positions. Contributing to this price pattern was uncertainty over the state of
the U.S. economy.

     For the year ended December 31, 2000, Charter MSFCM recorded total trading
revenues, including interest income, of $10,529,366. Total expenses for the year
ended December 31, 2000 were $3,159,421, resulting in net income of $7,369,945.
The net asset value of a unit increased from $14.14 at December 31, 1999 to
$17.50 at December 31, 2000.

     1999 Results. For the year ended December 31, 1999, Charter MSFCM posted a
decrease in net asset value per unit. The partnership experienced losses in the
global interest rate futures markets, approximately 9.3%, primarily from short
Japanese bond futures positions, as prices increased

                                       44
during the first quarter amid growing speculation that the Bank of Japan may
underwrite Japanese government bonds and during the third quarter on the
strength of the Japanese yen and expectations that additional monetary easing in
that country will come. In the currency markets, losses of approximately 6.6%
were recorded primarily from Australian dollar positions. Throughout a majority
of the first quarter, losses were experienced from long Australian dollar
positions, as its value dropped significantly relative to the U.S. dollar on
speculation regarding potential currency devaluations in the Asian region. Early
in the third quarter, additional losses were recorded from long positions in
this currency due to depressed commodities prices, emerging market concerns and
on-going talks that China may eventually devalue its currency. Newly established
short positions in the Australian dollar resulted in losses during September, as
its value strengthened relative to the U.S. dollar following the rally in gold
prices. Offsetting currency gains of 4.1% were recorded from Japanese yen
positions, primarily long positions. During the third quarter, gains were
recorded from long positions in the Japanese yen, as the value of the yen
climbed to a 44-month high versus the U.S. dollar due to continued optimism over
Japan's economic recovery. The energy markets produced gains of approximately
8.0%. During March, gains were recorded from long positions in oil futures, as
prices moved significantly higher on news that both OPEC and non- OPEC countries
had reached an agreement to cut total output beginning April 1st. Gains were
also recorded in this market complex during the third quarter after OPEC
ministers confirmed that they would uphold their global cutbacks until April of
2000.

     For the year ended December 31, 1999, Charter MSFCM recorded total trading
losses, net of interest income, of $570,989. Total expenses for the year were
$3,490,494, resulting in a net loss of $4,061,483. The value of a unit decreased
from $15.57 at December 31, 1998 to $14.14 at December 31, 1999.

     RESULTS OF OPERATIONS FOR MORGAN STANLEY CHARTER CAMPBELL L.P.

     Charter Campbell does not have an operating history, therefore information
relating to its results of operations is not currently available.

FINANCIAL INSTRUMENTS

     Each partnership is a party to financial instruments with elements of
off-balance sheet market and credit risk. Each partnership may trade futures and
options in interest rates, stock indices, commodities, currencies, petroleum,
and precious metals. In entering into these contracts each partnership is
subject to the market risk that such contracts may be significantly influenced
by market conditions, such as interest rate volatility, resulting in such
contracts being less valuable. If the markets should move against all of the
positions held by a partnership at the same time, and if its trading advisor
were unable to offset positions of the partnership, the partnership could lose
all of its assets and the limited partners would realize a 100% loss. In
addition to the trading advisors' internal controls, each trading advisor must
comply with the trading policies of the partnership. The trading policies
include standards for liquidity and leverage with which the partnership must
comply. The trading advisor and the general partner monitor each partnership's
trading activities to ensure compliance with the trading policies. The general
partner may require a trading advisor to modify positions of the partnership if
the general partner believes they violate the partnership's trading policies.

     In addition to market risk, in entering into futures, forwards, and options
contracts there is a credit risk to each partnership that the counterparty on a
contract will not be able to meet its obligations to the partnership. The
ultimate counterparty or guarantor of a partnership for futures contracts traded
in the U.S. and most foreign exchanges on which the partnership trades is the
clearinghouse associated with such exchange. In general, a clearinghouse is
backed by the membership of the exchange and will act in the event of
non-performance by one of its members or one of its member's customers, which
should significantly reduce this credit risk. For example, a clearinghouse may
cover a default by drawing upon a defaulting member's mandatory contributions
and/or non-defaulting members' contributions to a clearinghouse guarantee fund,

                                       45
established lines or letters of credit with banks, and/or the clearinghouse's
surplus capital and other available assets of the exchange and clearinghouse, or
assessing its members. In cases where a partnership trades off-exchange forward
contracts with a counterparty, the sole recourse of the partnership will be the
forward contracts counterparty. For a list of the foreign exchanges on which the
partnerships trade, see "Use of Proceeds" on page * . FOR AN ADDITIONAL
DISCUSSION OF THE CREDIT RISKS RELATING TO TRADING ON FOREIGN EXCHANGES, SEE
"RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING ON FOREIGN EXCHANGES
PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON U.S. EXCHANGES" ON
PAGE * .

     There can be no assurance that a clearinghouse, exchange or other exchange
member will meet its obligations to a partnership, and the general partner and
commodity brokers will not indemnify a partnership against a default by such
parties. Further, the law is unclear as to whether a commodity broker has any
obligation to protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades effected for the broker's customers. Any such
obligation on the part of the broker appears even less clear where the default
occurs in a non-U.S. jurisdiction.

     The general partner deals with these credit risks of the partnerships in
several ways. First, it monitors each partnership's credit exposure to each
exchange on a daily basis, calculating not only the amount of margin required
for it but also the amount of its unrealized gains at each exchange, if any. The
commodity brokers inform each partnership, as with all their customers, of its
net margin requirements for all its existing open positions, but do not break
that net figure down, exchange by exchange. The general partner, however, has
installed a system which permits it to monitor each partnership's potential
margin liability, exchange by exchange. As a result, the general partner is able
to monitor each partnership's potential net credit exposure to each exchange by
adding the unrealized trading gains on that exchange, if any, to the
partnership's margin liability thereon.

     Second, each partnership's trading policies limit the amount of partnership
net assets that can be committed at any given time to futures contracts and
require, in addition, a minimum amount of diversification in the partnership's
trading, usually over several different products. One of the aims of the trading
policies has been to reduce the credit exposure of a partnership to a single
exchange and, historically, the partnerships' exposure to one exchange has
typically amounted to only a small percentage of their total net assets. On
those relatively few occasions where a partnership's credit exposure may climb
above that level, the general partner deals with the situation on a case by case
basis, carefully weighing whether the increased level of credit exposure remains
appropriate. Material changes to the trading policies may only be made with the
prior written approval of the limited partners owning more than 50% of units
then outstanding.

     Third, with respect to forward contract trading, each partnership trades
with only those counterparties which the general partner, together with Morgan
Stanley DW, have determined to be creditworthy. The partnerships presently deal
with Morgan Stanley as the sole counterparty on forward contracts.

     Inflation has not been a major factor in the partnerships' operations.

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                               ABOUT MARKET RISK
INTRODUCTION

     Each partnership is a commodity pool engaged primarily in the speculative
trading of futures, forwards, and options. The market sensitive instruments held
by each partnership are acquired for speculative trading purposes only and, as a
result, all or substantially all of each partnership's assets are at risk of
trading loss. Unlike an operating company, the risk of market sensitive
instruments is central, not incidental, to each partnership's main business
activities.

     The futures, forwards, and options traded by each partnership involve
varying degrees of related market risk. Market risk is often dependent upon
changes in the level or volatility of

                                       46
interest rates, exchange rates, and prices of financial instruments and
commodities. Fluctuations in market risk based upon these factors result in
frequent changes in the fair value of each partnership's open positions, and,
consequently, in its earnings and cash flow.

     Each partnership's total market risk is influenced by a wide variety of
factors, including the diversification among each partnership's open positions,
the volatility present within the markets, and the liquidity of the markets. At
varying times, each of these factors may act to increase or decrease the market
risk associated with each partnership.

     Each partnership's past performance is not necessarily indicative of its
future results. Any attempt to numerically quantify a partnership's market risk
is limited by the uncertainty of its speculative trading. Each partnership's
speculative trading may cause future losses and volatility (i.e. "risk of ruin")
that far exceed the partnership's experiences to date or any reasonable
expectation based upon historical changes in market value.

QUANTIFYING THE PARTNERSHIP'S TRADING VALUE AT RISK

     The following quantitative disclosures regarding each partnership's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact.

     Each partnership accounts for open positions on the basis of mark-to-market
accounting principles. Any loss in market value of a partnership's open
positions is directly reflected in the partnership's earnings, whether realized
or unrealized, and cash flow. Profits and losses on open positions of
exchange-traded futures and options are settled daily through variation margin.

     Each partnership's risk exposure in the various market sectors traded by
the trading advisors is estimated below in terms of Value at Risk ("VaR"). The
VaR model used by each partnership includes many variables that could change the
market value of a partnership's trading portfolio. Each partnership estimates
VaR using a model based upon historical simulation with a confidence level of
99%. Historical simulation involves constructing a distribution of hypothetical
daily changes in the value of a trading portfolio. The VaR model takes into
account linear exposures to price and interest rate risk. Market risks that are
incorporated in the VaR model include equity and commodity prices, interest
rates, foreign exchange rates, and correlation among these variables. The
hypothetical changes in portfolio value are based on daily percentage changes
observed in key market indices or other market factors to which the portfolio is
sensitive. The historical observation period of each partnership's VaR is
approximately four years. The one-day 99% confidence level of each partnership's
VaR corresponds to the negative change in portfolio value that, based on
observed market risk factors, would have been exceeded once in 100 trading days.

     VaR models, including the partnerships', are continually evolving as
trading portfolios become more diverse and modeling techniques and systems
capabilities improve. Please note that the VaR model is used to numerically
quantify market risk for historic reporting purposes only and is not utilized by
either the general partner or the trading advisors in their daily risk
management activities.

EACH PARTNERSHIP'S VALUE AT RISK IN DIFFERENT MARKET SECTORS

     The following tables indicate the VaR associated with each partnership's
open positions as a percentage of total net assets by primary market risk
category as of December 31, 2001 and 2000.

                                       47
CHARTER GRAHAM:

     At December 31, 2001 and 2000, Charter Graham's total capitalization was
approximately $48 million and $29 million, respectively.
VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
%          %
Interest Rate.................................   (0.97)     (2.77)
Currency......................................   (0.71)     (0.64)
Equity........................................   (0.18)     (0.42)
Commodity.....................................   (0.94)     (0.90)
Aggregate Value at Risk.......................   (1.33)     (2.77)
CHARTER MILLBURN:

     At December 31, 2001 and 2000, Charter Millburn's total capitalization was
approximately $30 million.
VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
%          %
Currency......................................   (2.53)     (1.76)
Interest Rate.................................   (1.21)     (2.27)
Equity........................................   (0.36)     (0.44)
Commodity.....................................   (0.56)     (0.84)
Aggregate Value at Risk.......................   (3.07)     (3.03)
CHARTER WELTON:

     At December 31, 2001 and 2000, Charter Welton's total capitalization was
approximately $17 million and $22 million, respectively.
VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
%          %
Interest Rate.................................   (1.57)     (3.01)
Equity........................................   (1.47)     (0.00)
Currency......................................   (0.68)     (1.60)
Commodity.....................................   (1.01)     (1.68)
Aggregate Value at Risk.......................   (2.13)     (3.82)
CHARTER MSFCM:

     At December 31, 2001 and 2000, Charter MSFCM's total capitalization was
approximately $42 million and $37 million, respectively.
VAR
               MARKET CATEGORY                    2001       2000
               ---------------                    ----       ----
%          %
Currency......................................   (3.61)     (1.79)
Interest Rate.................................   (1.07)     (3.11)
Commodity.....................................   (0.82)     (1.07)
Equity........................................   (0.00)     (0.11)
Aggregate Value at Risk.......................   (3.74)     (3.71)
Aggregate Value at Risk, listed above for each partnership, represents the
aggregate VaR of all of a partnership's open positions and not the sum of the
VaR of the individual market categories.

                                       48
Aggregate VaR will be lower as it takes into account correlation among the
different positions and categories.

     The tables above represent the VaR of each partnership's open positions at
December 31, 2001 and 2000 only and are not necessarily representative of either
the historic or future risk of an investment in that partnership. Because the
only business of each partnership is the speculative trading of futures,
forwards, and options, the composition of a partnership's trading portfolio can
change significantly over any given time period, or even within a single trading
day. Any changes in open positions could positively or negatively materially
impact market risk as measured by VaR.

     The tables below supplement the December 31, 2001 VaR by presenting each
partnership's high, low, and average VaR as a percentage of total net assets for
the four calendar quarter reporting periods from January 1, 2001 through
December 31, 2001.

CHARTER GRAHAM
MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
%              %              %
Interest Rate...................................     (3.42)         (0.54)         (1.77)
Currency........................................     (1.56)         (0.71)         (1.03)
Equity..........................................     (0.45)         (0.18)         (0.37)
Commodity.......................................     (1.22)         (0.94)         (1.07)
Aggregate Value at Risk.........................     (3.82)         (1.33)         (2.38)
CHARTER MILLBURN
MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
%              %              %
Currency........................................     (3.16)         (2.53)         (2.80)
Interest Rate...................................     (1.68)         (1.11)         (1.39)
Equity..........................................     (0.47)         (0.25)         (0.37)
Commodity.......................................     (1.65)         (0.56)         (0.94)
Aggregate Value at Risk.........................     (3.71)         (3.07)         (3.41)
CHARTER WELTON
MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
%              %              %
Interest Rate...................................     (3.52)         (1.57)         (2.51)
Equity..........................................     (1.47)         (0.00)         (0.63)
Currency........................................     (2.30)         (0.68)         (1.48)
Commodity.......................................     (1.70)         (0.61)         (1.11)
Aggregate Value at Risk.........................     (4.90)         (2.13)         (3.44)
CHARTER MSFCM
MARKET CATEGORY                       HIGH           LOW          AVERAGE
                ---------------                       ----           ---          -------
%              %              %
Currency........................................     (3.61)         (1.30)         (2.71)
Interest Rate...................................     (2.33)         (1.07)         (1.63)
Commodity.......................................     (2.33)         (0.82)         (1.48)
Equity..........................................     (0.19)         (0.00)         (0.10)
Aggregate Value at Risk.........................     (4.15)         (2.34)         (3.57)
49
LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK

     The face value of the market sector instruments held by each partnership is
typically many times the applicable margin requirements. Margin requirements
generally range between 2% and 15% of contract face value. Additionally, the use
of leverage causes the face value of the market sector instruments held by each
partnership to typically be many times the total capitalization of each
partnership. The value of a partnership's open positions thus creates a "risk of
ruin" not typically found in other investments. The relative size of the
positions held may cause a partnership to incur losses greatly in excess of VaR
within a short period of time, given the effects of the leverage employed and
market volatility. The VaR tables above, as well as the past performance of each
partnership, give no indication of such "risk of ruin." In addition, VaR risk
measures should be viewed in light of the methodology's limitations, which
include the following:

     * past changes in market risk factors will not always result in accurate
       predictions of the distributions and correlations of future market
       movements;

     * changes in portfolio value caused by market movements may differ from
       those of the VaR model;

     * VaR results reflect past trading positions while future risk depends on
       future positions;

     * VaR using a one-day time horizon does not fully capture the market risk
       of positions that cannot be liquidated or hedged within one day; and

     * the historical market risk factor data used for VaR estimation may
       provide only limited insight into losses that could be incurred under
       certain unusual market movements.

     The VaR tables above present the results of each partnership's VaR for each
of the partnership's market risk exposures and on an aggregate basis at December
31, 2001 and 2000 and for the end of the four calendar quarter reporting periods
from January 1, 2001 through December 31, 2001. Since VaR is based on historical
data, VaR should not be viewed as predictive of a partnership's future financial
performance or its ability to manage and monitor risk. There can be no assurance
that the partnership's actual losses on a particular day will not exceed the VaR
amounts indicated above or that such losses will not occur more than once in 100
trading days.

NON-TRADING RISK

     Each partnership has non-trading market risk on its foreign cash balances
not needed for margin. These balances and any market risk they may represent are
immaterial. Each partnership also maintains a substantial portion (approximately
86-95%) of its available assets in cash at Morgan Stanley DW. A decline in
short-term interest rates will result in a decline in a partnership's cash
management income. This cash flow risk is not considered material.

     Materiality, as used throughout this section, is based on an assessment of
reasonably possible market movements and any associated potential losses, taking
into account the leverage, optionality, and multiplier features of a
partnership's market sensitive instruments.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

     The following qualitative disclosures regarding each partnership's market
risk exposures--except for (A) those disclosures that are statements of
historical fact and (B) the descriptions of how a partnership manages its
primary market risk exposures--constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Each partnership's primary market risk exposures as well as the
strategies used and to be used by the general partner and the trading advisors
for managing such exposures are subject to numerous uncertainties, contingencies
and risks, any one of which could cause the actual results of each partnership's
risk controls to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures and the risk

                                       50
management strategies of each partnership. Investors must be prepared to lose
all or substantially all of their investment in a partnership.

MORGAN STANLEY CHARTER GRAHAM L.P.

     The following were the primary trading risk exposures of Charter Graham as
of December 31, 2001, by market sector. It should be anticipated, however, that
these market exposures will vary materially over time.

     Interest Rate. The primary market exposure at December 31, 2001 was to
interest rates. Exposure was primarily spread across the Japanese and European
interest rate sectors. Interest rate movements directly affect the price of the
sovereign bond futures positions held by the partnership and indirectly affect
the value of its stock index and currency positions. Interest rate movements in
one country as well as relative interest rate movements between countries
materially impact the partnership's profitability. The partnership's primary
interest rate exposure is generally to interest rate fluctuations in the United
States and the other G-7 countries. The G-7 countries consist of France, U.S.,
Britain, Germany, Japan, Italy, and Canada. However, the partnership also takes
futures positions in the government debt of smaller nations--e.g. Australia. The
general partner anticipates that G-7 interest rates will remain the primary
interest rate exposure of the partnership for the foreseeable future. The
speculative futures positions held by the partnership may range from short- to
long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.

Commodity.

     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in crude oil, and its related products, and
natural gas market. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

     Equity. The primary equity exposure at December 31, 2001 was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the TOPIX (Taiwan) and
Nikkei (Japan) stock indices. The partnership is primarily exposed to the risk
of adverse price trends or static markets in the Japanese indices. Static
markets would not cause major market changes but would make it difficult for the
partnership to avoid being "whipsawed" into numerous small losses.

     Currency. The second largest market exposure of the partnership at December
31, 2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
Japanese yen and euro crosses and outright U.S. dollar positions. Outright
positions consist of the U.S. dollar vs. other currencies. These other
currencies include major and minor currencies. The general partner does not
anticipate that the risk profile of the partnership's currency sector will
change significantly in the future. The currency trading VaR figure includes
foreign margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the dollar-based
partnership in expressing VaR in a functional currency other than dollars.

     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the corn, cocoa, and sugar markets. Supply and demand
inequalities, severe weather disruption, and market expectations affect price
movements in these markets.

                                       51
Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold and palladium, and
base metals, such as copper and zinc. Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations influence price
movement in these markets. The trading advisor has, from time to time, taken
positions when market opportunities develop. The general partner anticipates
that the partnership will continue to be exposed to the precious and base metals
markets.

MORGAN STANLEY CHARTER MILLBURN L.P.

     The following were the primary trading risk exposures of Charter Millburn
as of December 31, 2001, by market sector. It should be anticipated however,
that these market exposures will vary materially over time.

     Currency. The primary market exposure of the partnership at December 31,
2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.

     Interest Rate. The second largest market exposure at December 31, 2001 was
in the global interest rate complex. Exposure was primarily spread across the
U.S., European, and Japanese interest rate sectors. Interest rate movements
directly affect the price of the sovereign bond futures positions held by the
partnership and indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country as well as relative interest
rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries. The
G-7 countries consist of France, U.S., Britain, Germany, Japan, Italy, and
Canada. The general partner anticipates that G-7 interest rates will remain the
primary interest rate exposure of the partnership for the foreseeable future.
The speculative futures positions held by the partnership may range from short-
to long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.

     Equity. The primary equity exposure at December 31, 2001, was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the TOPIX (Taiwan), Hang
Seng (China), and DAX (Germany) stock indices. The partnership is primarily
exposed to the risk of adverse price trends or static markets in the European
and Japanese indices. Static markets would not cause major market changes but
would make it difficult for the partnership to avoid being "whipsawed" into
numerous small losses.

Commodity.

     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the crude oil, its related products, and
natural gas markets. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

                                       52
Metals. The partnership's metals exposure at December 31, 2001, was to
fluctuations in the price of precious metals, such as gold. Economic forces,
supply and demand inequalities, geopolitical factors, and market expectations
influence price movement in these markets. The trading advisor has, from time to
time, taken positions when market opportunities develop. The general partner
anticipates that the partnership will continue to be exposed to the precious
metals markets.

     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the sugar and cotton markets. Supply and demand inequalities,
severe weather disruption, and market expectations affect price movements in
these markets.

MORGAN STANLEY CHARTER WELTON L.P.

     The following were the primary trading risk exposures of Charter Welton as
of December 31, 2001 by market sector. It should be anticipated however, that
these market exposures will vary materially over time.

     Interest Rate. The primary market exposure of the partnership at December
31, 2001, was to the global interest rate complex. Exposure was primarily spread
across the U.S., European, and Japanese interest rate sectors. Interest rate
movements directly affect the price of the sovereign bond futures positions held
by the partnership and indirectly affect the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the partnership's
profitability. The partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7 countries. The
G-7 countries consist of France, U.S., Britain, Germany, Japan, Italy, and
Canada. The general partner anticipates that G-7 interest rates will remain the
primary interest rate exposure of the partnership for the foreseeable future.
The speculative futures positions held by the partnership may range from short-
to long-term instruments. Consequently, changes in short-, medium-, or long-term
interest rates may have an effect on the partnership.

     Equity. The primary equity exposure at December 31, 2001 was to equity
price risk in the G-7 countries. The stock index futures traded by the
partnership are by law limited to futures on broadly-based indices. At December
31, 2001, the partnership's primary exposures were to the Hang Seng (China), S&P
500 (U.S.), NASDAQ (U.S.), and Nikkei (Japan) stock indices. The partnership is
primarily exposed to the risk of adverse price trends or static markets in the
U.S., Japanese, and European indices. Static markets would not cause major
market changes but would make it difficult for the partnership to avoid being
"whipsawed" into numerous small losses.

     Currency. The partnership's currency exposure at December 31, 2001 was to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency pairs. Interest
rate changes as well as political and general economic conditions influence
these fluctuations. The partnership trades in a large number of currencies,
including cross-rates--i.e., positions between two currencies other than the
U.S. dollar. At December 31, 2001, the partnership's major exposures were to the
euro currency crosses and outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies. These other currencies include
major and minor currencies. The general partner does not anticipate that the
risk profile of the partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
functional currency other than dollars.

Commodity.

     Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the crude oil, its related products, and
natural gas markets. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other economic
fundamentals. It is possible that volatility will remain high. Significant
profits and losses, which have been experienced in the past, are expected to
continue to be experienced in

                                       53
these markets. Natural gas has exhibited volatility in prices resulting from
weather patterns and supply and demand factors and may continue in this choppy
pattern.

     Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold. Economic forces,
supply and demand inequalities, geopolitical factors, and market expectations
influence price movement in these markets. The trading advisor has, from time to
time, taken positions when market opportunities develop. The general partner
anticipates that the partnership will continue to be exposed to the precious
metals markets.

     Soft Commodities and Agriculturals. At December 31, 2001, the partnership
had exposure to the markets that comprise these sectors. Most of the exposure,
however, was to the coffee markets. Supply and demand inequalities, severe
weather disruption, and market expectations affect price movements in these
markets.

MORGAN STANLEY CHARTER MSFCM L.P.

     The following were the primary trading risk exposures of Charter MSFCM as
of December 31, 2001, by market sector. It should be anticipated however, that
these market exposures will vary materially over time.

     Currency. The primary market exposure of the partnership at December 31,
2001 was to the currency sector. The partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between currencies and currency pairs. Interest rate
changes as well as political and general economic conditions influence these
fluctuations. The partnership trades in a large number of currencies, including
cross-rates--i.e., positions between two currencies, other than the U.S. dollar.
At December 31, 2001, the partnership's major exposures were to the euro
currency crosses and outright U.S. dollar positions. Outright positions consist
of the U.S. dollar vs. other currencies. These other currencies include major
and minor currencies. The general partner does not anticipate that the risk
profile of the partnership's currency sector will change significantly in the
future. The currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to refect the
exchange rate risk inherent to the dollar-based partnership in expressing VaR in
a functional currency other than dollars.

     Interest Rate. The second largest market exposure at December 31, 2001 was
to the global interest rate complex. Exposure was primarily spread across the
German and U.S interest rate sectors. Interest rate movements directly affect
the price of the sovereign bond futures positions held by the partnership and
indirectly affect the value of its stock index and currency positions. Interest
rate movements in one country as well as relative interest rate movements
between countries materially impact the partnership's profitability. The
partnership's primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries. The G-7 countries
consist of France, U.S., Britain, Germany, Japan, Italy, and Canada. However,
the partnership also takes futures positions in the government debt of smaller
nations--e.g. Australia. The general partner anticipates that G-7 and Australian
interest rates will remain the primary interest rate exposure of the partnership
for the foreseeable future. The speculative futures positions held by the
partnership may range from short- to long-term instruments. Consequently,
changes in short-, medium-, or long-term interest interest rates may have an
effect on the partnership.

Commodity.

     Metals. The partnership's metals exposure at December 31, 2001 was to
fluctuations in the price of precious metals, such as gold, and base metals,
such as copper. Economic forces, supply and demand inequalities, geopolitical
factors, and market expectations influence price movement in these markets. The
trading advisor has, from time to time, taken positions when market
opportunities develop. The general partner anticipates that the partnership will
continue to be exposed to the precious and base metals markets.

                                       54
Energy. At December 31, 2001, the partnership's energy exposure was shared
primarily by futures contracts in the natural gas markets. Price movements in
these markets result from political developments in the Middle East, weather
patterns, and other economic fundamentals. It is possible that volatility will
remain high. Significant profits and losses, which have been experienced in the
past, are expected to be experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

     The following was the only non-trading risk exposure of the partnerships at
December 31, 2001:

     FOREIGN CURRENCY BALANCES. Each partnership's primary foreign currency
balances were in:
CHARTER GRAHAM         CHARTER MILLBURN       CHARTER WELTON         CHARTER MSFCM
--------------         -----------------      ---------------        -------------
British pounds         British pounds         Euros                  British pounds
Euros                  Euros                  Hong Kong dollars      Euros
                       Hong Kong dollars      Japanese yen           Japanese yen
                       Japanese yen
Each partnership controls the non-trading risk of these balances by
regularly converting these balances back into U.S. dollars upon liquidation of
the respective position.

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

     Each partnership and its trading advisor, separately, attempt to manage the
risk of the partnership's open positions in essentially the same manner in all
market categories traded. The general partner attempts to manage each
partnership's market exposure by seeking to have each partnership diversify its
assets among different market sectors and monitor the performance of the trading
advisor daily. In addition, the trading advisor establishes diversification
guidelines, often set in terms of the maximum margin to be committed to
positions in any one market sector or market sensitive instrument.

     The general partner monitors and controls the risk of each partnership's
non-trading instrument, cash. Cash is the only partnership investment directed
by the general partner, rather than the trading advisor.

                              THE GENERAL PARTNER

     The general partner and commodity pool operator of each partnership is
Demeter Management Corporation, a Delaware corporation formed on August 18, 1977
to act as a commodity pool operator. Effective in 1977, the general partner
became registered with the CFTC as a commodity pool operator and is currently a
member of the National Futures Association in such capacity. The general
partner's main business office is located at 825 Third Avenue, 8th Floor, New
York, New York 10022, telephone (212) 310-6444. The general partner is an
affiliate of Morgan Stanley DW in that they are both wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co., which is a publicly-owned company subject
to the reporting requirements of the Securities Exchange Act of 1934. Morgan
Stanley Dean Witter & Co.'s SEC file number is 1-11758.

     The general partner is or has been the general partner and commodity pool
operator for 35 commodity pools, including five other commodity pools which are
exempt from certain disclosure requirements pursuant to CFTC Rule 4.7. As of
January 31, 2002, the general partner had approximately $1.4 billion in
aggregate net assets under management, making it one of the largest operators of
commodity pools in the U.S. As of January 31, 2002, there were approximately
60,000 investors in the commodity pools managed by Demeter.

     The general partner is required to maintain its net worth at an amount
equal to at least 10% of the total contributions to each limited partnership for
which it acts as a general partner. Morgan Stanley Dean Witter & Co. has
contributed to the general partner the capital necessary to permit the general
partner to meet its net worth obligations as general partner of each partnership
and

                                       55
intends to continue to do so. The general partner's minimum net worth
requirements may be modified by the general partner at its option without notice
to or the consent of the limited partners, provided the modification does not
adversely affect the partnership or the limited partners. The general partner
and its principals are not obligated to purchase units but may do so.

     According to Morgan Stanley Dean Witter & Co.'s 2001 annual report, Morgan
Stanley Dean Witter & Co. had total shareholders' equity of $20,716 million and
total assets of $482,628 million as of November 30, 2001 (audited). Additional
financial information regarding Morgan Stanley Dean Witter & Co. is included in
the financial statements filed as part of that annual report. Morgan Stanley
Dean Witter & Co. will provide to you, upon request, copies of its most recent
Forms 10-K, 10-Q and 8-K, as filed from time to time with the SEC. These reports
will be available from the SEC, in the manner described under "The Charter
Series--Availability of Exchange Act Reports" on page * , or will be available
at no charge to you by writing to Morgan Stanley Dean Witter & Co. at 1585
Broadway, New York, New York 10036 (Attn: Investor Relations).

     Because of their relationship to the partnerships and each other, Morgan
Stanley Dean Witter & Co., Morgan Stanley DW, and the general partner may have
liability as a promoter or parent of the partnerships if any violations of the
federal securities laws occur in connection with the offering of units.

DIRECTORS AND OFFICERS OF THE GENERAL PARTNER

     Robert E. Murray, age 41, is the Executive Director of the Morgan Stanley
Managed Futures Department, a leading commodity pool operator with approximately
$1.4 billion in assets across a variety of U.S. and international public and
private managed futures funds. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the Morgan Stanley DW Managed Futures Department. Mr.
Murray began at Dean Witter in 1984 and has been closely involved in the growth
of managed futures at the firm over the last 17 years. He is also the chairman
and president of Morgan Stanley Futures & Currency Management Inc. ("MSFCM")
(formerly known as Dean Witter Futures & Currency Management Inc.), Morgan
Stanley's internal CTA, and is chairman and president of Demeter Management
Corporation, the entity which acts as a general partner for the Firm's managed
futures funds. Mr. Murray has served as the Vice Chairman and a Director of the
Board of the Managed Futures Association and is currently a member of the Board
of Directors of the National Futures Association. Mr. Murray received a
Bachelors Degree in Finance from Geneseo State University in 1983.

     Mitchell M. Merin, age 48, is a Director of the general partner. Mr. Merin
is also a Director of Morgan Stanley Futures & Currency Management Inc. Mr.
Merin was appointed the Chief Operating Officer of Individual Asset Management
for Morgan Stanley Dean Witter in December 1998 and the President and Chief
Executive Officer of Morgan Stanley Dean Witter Advisors in February 1998. He
has been an Executive Vice President of Morgan Stanley DW since 1990, during
which time he has been Director of Morgan Stanley DW's Taxable Fixed Income and
Futures divisions, Managing Director in Corporate Finance and Corporate
Treasurer. Mr. Merin received his Bachelor's degree from Trinity College in
Connecticut and his M.B.A. degree in Finance and Accounting from the Kellogg
Graduate School of Management of Northwestern University in 1977.

     Joseph G. Siniscalchi, age 56, is a Director of the general partner. Mr.
Siniscalchi joined Morgan Stanley DW in July 1984 as a First Vice President,
Director of General Accounting and served as Senior Vice President and
Controller for Morgan Stanley DW's Securities Division through 1997. He is
currently Managing Director, responsible for the Client Support Service Division
of Morgan Stanley DW. From February 1980 to July 1984, Mr. Siniscalchi was
Director of Internal Audit at Lehman Brothers Kuhn Loeb, Inc.

     Edward C. Oelsner III, age 60, is a Director of the general partner. Mr.
Oelsner is currently an Executive Vice President and head of the Product
Development Group at Morgan Stanley Dean Witter Advisors, an affiliate of Morgan
Stanley DW. Mr. Oelsner joined Morgan Stanley DW in 1981 as a Managing Director
in Morgan Stanley DW's Investment Banking Department specializing in coverage of
regulated industries and, subsequently, served as head of the Morgan Stanley DW

                                       56
Retail Products Group. Prior to joining Morgan Stanley DW, Mr. Oelsner held
positions at The First Boston Corporation as a member of the Research and
Investment Banking Departments from 1967 to 1981. Mr. Oelsner received his
M.B.A. in Finance from the Columbia University Graduate School of Business in
1966 and an A.B. in Politics from Princeton University in 1964.

     Richard A. Beech, age 50, is a Director of the general partner. Mr. Beech
has been associated with the futures industry for over 24 years. He has been at
Morgan Stanley DW since August 1984, where he is presently Senior Vice President
and head of Branch Futures. Mr. Beech began his career at the Chicago Mercantile
Exchange, where he became the Chief Agricultural Economist doing market
analysis, marketing, and compliance. Prior to joining Morgan Stanley DW, Mr.
Beech also had worked at two investment banking firms in operations, research,
managed futures, and sales management.

     Raymond A. Harris, age 45, is a director of the general partner. Mr. Harris
is currently Managing Director, Asset Management Services. He previously served
as CAO of Morgan Stanley Dean Witter Asset Management. From July 1982 to July
1994, Mr. Harris served in financial, administrative, and other assignments at
Dean Witter Reynolds, Inc. and Dean Witter, Discover & Co. From August 1994 to
January 1999, he worked in Discover Financial Services and the firm's Credit
Service business units. Mr. Harris has been with Morgan Stanley Dean Witter &
Co. and its affiliates since July 1982. He has a B.A. degree from Boston College
and an M.B.A. in finance from the University of Chicago.

     Anthony J. DeLuca, age 39, is a Director of the general partner. Mr. DeLuca
is also a Director of Morgan Stanley Futures & Currency Management. Mr. DeLuca
was appointed the Controller of Asset Management for Morgan Stanley Dean Witter
in June, 1999. Prior to that, Mr. DeLuca was a partner at the accounting firm of
Ernst & Young LLP, where he had Morgan Stanley Dean Witter as a major client.
Mr. DeLuca had worked continuously at Ernst & Young LLP ever since 1984, after
he graduated from Pace University with a B.B.A degree in Accounting.

     Raymond E. Koch, age 46, is Chief Financial Officer of the general partner.
Mr. Koch began his career at Morgan Stanley Dean Witter in 1988, has overseen
the Managed Futures Accounting function since 1992, and is currently an
Executive Director in Investment Management Controllers. From November 1979 to
June 1988, Mr. Koch held various positions at Thomson McKinnon Securities, Inc.
as Manager, Special Projects in the Capital Markets Division. From August 1977
to November 1979 he was an auditor, specializing in financial services at
Deloitte Haskins & Sells. Mr. Koch received his B.B.A. in accounting from Iona
College in 1977, an M.B.A. in finance from Pace University in 1984 and is a
Certified Public Accountant.

     The general partner and its officers and directors may, from time to time,
trade futures, forwards, and options for their own proprietary accounts. The
records of trading in such accounts will not be made available to you for
inspection.

     None of the directors or executive officers of the general partner
beneficially own units of any partnership.

DESCRIPTION AND PERFORMANCE INFORMATION OF COMMODITY POOLS OPERATED BY THE
GENERAL PARTNER

     The following table summarizes information relating to each of the other
commodity pools operated by the general partner, except those commodity pools
exempt from disclosure under CFTC rule 4.7.

     While each of these commodity pools has essentially the same
objective--appreciation of assets through speculative trading--the structure,
including fees, interest income arrangements, and trading advisors, and the
performance of these pools varies widely. There are significant differences
between the partnerships and the commodity pools described below. For example,
some of the commodity pools have principal protection features to protect
investors against the loss of their investment principal, and none of these
other commodity pools has the same mix of trading advisors, trading strategies,
and fee structures as those employed by the partnerships.

     All summary performance information is current as of January 31, 2001. In
reviewing the following summary performance information, you should understand
that performance is

                                       57
calculated on the accrual basis in accordance with generally accepted accounting
principles and is "net" of all fees and charges, and a more complete
presentation of the performance of the futures funds operated or managed by the
general partner is available upon request to the general partner.

     Past performance is not necessarily indicative of future results and
material differences exist between the commodity pools described in the chart
and the partnerships. There is no assurance that the partnerships will perform
in a manner comparable to any of the commodity pools described below. You should
also note that interest income may constitute a significant portion of a
commodity pool's total income and may generate profits where there have been
realized or unrealized losses from futures, forwards, and options trading.

                                       58
DEMETER MANAGEMENT CORPORATION
 CAPSULE SUMMARY OF PERFORMANCE INFORMATION REGARDING COMMODITY POOLS OPERATED
         (EXCEPT AS OTHERWISE INDICATED, BEGINNING JANUARY 1, 1997
                           THROUGH JANUARY 31, 2002)
CURRENT      CURRENT      CUMULATIVE
                                                                                    TOTAL      NET ASSET      RATE OF
                                          START      CLOSE        AGGREGATE       NET ASSET    VALUE PER    RETURN SINCE
            FUND TYPE/FUND                 DATE       DATE      SUBSCRIPTIONS       VALUE       UNIT(6)     INCEPTION(7)
            --------------                -----      -----      -------------     ---------    ---------    ------------
$                $            $            %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)               Jul-83     N/A           29,276,299       8,663,593    3,400.37        246.98
DW Diversified Futures Fund L.P.         Apr-88     N/A          206,815,107      79,793,471    1,211.30        380.27
DW Multi-Market Portfolio L.P. (12)      Sep-88     N/A          252,526,000       7,994,570    1,381.16         38.12
DW Diversified Futures Fund II L.P.      Jan-89     N/A           13,210,576       7,939,495    3,184.70        218.47
DW Diversified Futures Fund III L.P.     Nov-90     N/A          126,815,755      43,926,019    2,000.50        100.05
DW Portfolio Strategy Fund L.P. (13)     Feb-91     N/A          143,522,564      77,044,930    2,464.45        146.45
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                               Nov-94     N/A           81,671,363      57,402,747       16.01         60.10
Morgan Stanley Spectrum Commodity L.P.
 (17)                                    Jan-98     N/A           45,724,229      12,569,143        5.70        (43.00)
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                   Jan-85     N/A           65,653,270      21,791,637    4,236.36        334.50
DW Cornerstone Fund III (15)             Jan-85     N/A          137,132,762      25,619,236    2,998.22        207.51
DW Cornerstone Fund IV                   May-87     N/A          168,114,264     102,572,819    6,038.04        519.29
Morgan Stanley Spectrum Select L.P.      Aug-91     N/A          357,659,825     241,067,274       23.66        136.60
DW Global Perspective Portfolio L.P.     Mar-92     N/A           67,424,535       9,979,294      971.16         (2.88)
DW World Currency Fund L.P.              Apr-93     N/A          114,945,830      16,554,453    1,166.83         16.68
Morgan Stanley Spectrum Strategic L.P.   Nov-94     N/A          133,450,584      69,269,382       10.77          7.70
Morgan Stanley Spectrum Technical L.P.   Nov-94     N/A          377,552,721     254,519,445       14.65         46.50
Morgan Stanley Spectrum Currency L.P.    Jul-00     N/A           51,252,945      51,135,586       11.98         19.80
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)         Feb-90     N/A          109,013,535      35,571,076    1,977.31         97.73
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.           Nov-94     N/A           40,754,530      19,987,341    1,652.30         65.23
Morgan Stanley/JWH Futures Fund L.P.     Feb-96     N/A           34,795,611       9,581,185    1,213.88         21.39
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                    May-01     N/A            5,335,000       4,629,063      866.80        (13.32)
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                               Oct-98     Jan-02        27,198,118       8,551,809      891.64        (10.84)
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                             May-00     N/A           53,511,824      55,768,506    1,133.64         13.36
WORST     WORST PEAK-
                                         MONTHLY %    TO-VALLEY
                                         DECLINE/      DECLINE
            FUND TYPE/FUND                 MONTH       PERIOD
            --------------               ---------   -----------
%             %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)                (17.54)         (48.63)
                                            4/86      7/83-12/86
DW Diversified Futures Fund L.P.          (12.85)         (24.86)
                                            5/90       5/95-6/96
DW Multi-Market Portfolio L.P. (12)       (13.26)         (29.84)
                                            2/96       5/95-6/96
DW Diversified Futures Fund II L.P.       (13.41)         (25.62)
                                            8/89       5/95-6/96
DW Diversified Futures Fund III L.P.      (13.62)         (27.00)
                                            1/92       5/95-6/96
DW Portfolio Strategy Fund L.P. (13)      (15.28)         (31.83)
                                           11/01       7/99-9/00
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                                 (7.92)         (10.64)
                                            2/96       2/96-5/96
Morgan Stanley Spectrum Commodity L.P.
 (17)                                      (9.09)         (43.83)
                                           11/98      2/98-10/01
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                    (11.74)         (32.70)
                                            9/89      7/88-10/89
DW Cornerstone Fund III (15)              (18.28)         (32.35)
                                            2/89      2/89-10/89
DW Cornerstone Fund IV                    (21.04)         (45.21)
                                            9/89       7/89-9/89
Morgan Stanley Spectrum Select L.P.       (13.72)         (26.78)
                                            1/92       6/95-8/96
DW Global Perspective Portfolio L.P.      (12.10)         (40.90)
                                           10/99       8/93-1/95
DW World Currency Fund L.P.                (9.68)         (46.04)
                                            5/95       8/93-1/95
Morgan Stanley Spectrum Strategic L.P.    (18.47)         (43.28)
                                            2/00      1/00-10/00
Morgan Stanley Spectrum Technical L.P.    (15.59)         (24.31)
                                           11/01       5/99-9/00
Morgan Stanley Spectrum Currency L.P.      (5.91)          (8.46)
                                            7/01       4/01-7/01
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)           (7.48)         (13.08)
                                            2/96       2/96-5/96
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.            (20.66)         (33.68)
                                           11/01      9/98-10/00
Morgan Stanley/JWH Futures Fund L.P.      (18.57)         (46.68)
                                           11/01       7/99-9/00
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                      (9.77)         (19.51)
                                           11/01     11/01-01/02
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                                (10.76)         (31.12)
                                            3/00       3/99-7/00
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                               (6.08)          (6.08)
                                           11/01           11/01
COMPOUND ANNUAL RATES OF RETURN
                                         --------------------------------------------------------------------------
            FUND TYPE/FUND                 2002         2001         2000         1999         1998         1997
            --------------               ---------   -----------   ---------   ----------   -----------   ---------
%            %             %           %            %             %
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Columbia Futures Fund (11)                  (3.04)        10.85         9.08        (8.54)       12.01        22.60
                                         (1 month)
DW Diversified Futures Fund L.P.             1.75          1.30        22.00       (11.14)        6.22        11.96
                                         (1 month)
DW Multi-Market Portfolio L.P. (12)          1.81          1.38        21.64        (8.77)        5.63        13.28
                                         (1 month)
DW Diversified Futures Fund II L.P.          1.64          1.86        20.33        (9.50)        5.22        11.28
                                         (1 month)
DW Diversified Futures Fund III L.P.         1.73          1.07        21.99       (10.56)        5.39        12.29
                                         (1 month)
DW Portfolio Strategy Fund L.P. (13)        (1.38)        (6.01)        9.87        (6.85)        9.46        11.28
                                         (1 month)
Morgan Stanley Spectrum Global Balanced
 L.P. (14)                                  (1.23)        (0.31)        0.87         0.75        16.36        18.23
                                         (1 month)
Morgan Stanley Spectrum Commodity L.P.
 (17)                                       (2.40)       (25.61)        3.15        15.83       (34.30)
                                         (1 month)
PUBLICLY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
DW Cornerstone Fund II                      (2.84)        (1.33)       11.46        (5.42)       12.54        18.05
                                         (1 month)
DW Cornerstone Fund III (15)                (1.56)         0.27        (0.26)       (6.78)        9.13        10.24
                                         (1 month)
DW Cornerstone Fund IV                      (3.06)        15.92        14.74        (1.13)        6.80        38.41
                                         (1 month)
Morgan Stanley Spectrum Select L.P.         (1.25)         1.65         7.14        (7.56)       14.15         6.22
                                         (1 month)
DW Global Perspective Portfolio L.P.        (2.00)        (1.43)        3.63        (9.83)       11.25        11.16
                                         (1 month)
DW World Currency Fund L.P.                 (0.34)        10.78         6.36         2.65        (2.61)       39.35
                                         (1 month)
Morgan Stanley Spectrum Strategic L.P.       2.09         (0.57)      (33.06)       37.23         7.84         0.37
                                         (1 month)
Morgan Stanley Spectrum Technical L.P.      (1.88)        (7.15)        7.85        (7.51)       10.18         7.49
                                         (1 month)
Morgan Stanley Spectrum Currency L.P.       (3.46)        11.10        11.70
                                         (1 month)                 (6 months)
PUBLICLY-OFFERED SINGLE ADVISOR FUNDS WITH "PRINCIPAL PROTECTION"
DW Principal Plus Fund L.P. (16)            (0.31)         2.14         6.96        (3.82)       10.54        15.39
                                         (1 month)
PRIVATELY-OFFERED SINGLE ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Chesapeake L.P.              (4.52)       (18.96)        7.38        (3.48)       19.93        15.38
                                         (1 month)
Morgan Stanley/JWH Futures Fund L.P.        (1.71)         3.60         9.78       (22.29)        4.04        13.66
                                         (1 month)
Morgan Stanley/Mark J. Walsh & Company
 L.P.                                       (6.93)        (6.87)
                                         (1 month)   (7 months)
PRIVATELY-OFFERED MULTI ADVISOR FUNDS WITHOUT "PRINCIPAL PROTECTION"
Morgan Stanley/Market Street Futures
 Fund L.P.                                   0.98         (4.24)       (5.55)       (2.63)        0.26
                                         (1 month)                                          (3 months)
Morgan Stanley Strategic Alternatives
 Fund L.L.C.                                (0.89)         5.06         8.87
                                         (1 month)                 (8 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      59
FOOTNOTES TO DEMETER MANAGEMENT CORPORATION PERFORMANCE INFORMATION

1.  "Publicly-offered" funds are pools offered to the public.
    "Privately-offered" funds are pools offered in private placements exempt
    from registration. Funds with "principal protection" are pools with an
    investment feature that guarantees the return of the amount originally
    invested, generally within 5 to 7 years. Funds without "principal
    protection" do not guarantee the return of an investor's investment.

2.  "Start Date" is the month and year that the pool began trading.

3.  "Close Date" is the month and year that the pool liquidated its assets and
    stopped doing business.

4.  "Aggregate Subscriptions" is the aggregate of all amounts contributed to the
    pool, including investments that were later redeemed by investors.

5.  "Current Total Net Asset Value" is the net asset value of the pool as of
    January 31, 2002, or, in the case of liquidated pools, the net asset value
    of the pool on the Close Date.

6.  "Current Net Asset Value Per Unit" is calculated by dividing the current
    total net asset value by the total number of units outstanding as of
    January 31, 2002, or, in the case of a liquidated pool, through the Close
    Date.

7.  "Cumulative Return Since Inception" is the percentage change in the net
    asset value of a unit from its Start Date through January 31, 2002, or, in
    the case of a liquidated pool, its Start Date through the Close Date.

8.  "Worst Monthly Drawdown" means losses experienced in the net asset value per
    unit over the specified period and is calculated by dividing the net change
    in the net asset value per unit by the beginning net asset value per unit
    for the relevant period. "Drawdown" is measured on the basis of monthly
    returns only, and does not reflect intra-month figures. The month in which
    the worst monthly drawdown occurred during the history of the pool is set
    forth under "Worst Monthly % Drawdown."

9.  "Worst Peak-to-Valley Drawdown" is the largest percentage decline in the net
    asset value per unit over the history of the fund. This need not be a
    continuous decline, but can be a series of positive and negative returns
    where the negative returns are larger than the positive ones. The months
    during which the worst peak-to-valley drawdown occurred are set forth under
    "Worst Peak-to-Valley Drawdown."

10. "Compound Annual Rates of Return" are calculated annually by multiplying on
    a compound basis each of the monthly rates of return during the year (not
    shown), and not by adding or averaging such monthly rates of return. For the
    year in which a pool commenced operations, "Compound Annual Rates of Return"
    reflect the compounded monthly rates of return (not shown) from the Start
    Date for, or the beginning of, such partial year.

11. Columbia was a publicly-offered fund with more than one advisor from its
    inception in July 1983 through January 1988, at which point it was changed
    to a publicly-offered fund with one advisor.

12. Multi-Market was a publicly-offered fund with more than one advisor with
    principal protection from its inception in September 1988 through September
    30, 1993, at which point it was changed to a publicly-offered fund with one
    advisor without principal protection.

13. Portfolio Strategy was a publicly-offered fund with one advisor with
    principal protection from its inception in February 1991 through July 31,
    1996, at which point it was changed to a publicly-offered fund with one
    advisor without principal protection.

14. Spectrum Global Balanced was formerly named Spectrum Balanced.

15. Spectrum Select was formerly named Select Futures Fund; each unit of Select
    Futures Fund was converted into 100 units of Spectrum Select on April 30,
    1998, with a corresponding revaluation of net asset value per unit from
    $2,008.20 to $20.08.

16. The performance record of Principal Plus includes the performance of Dean
    Witter Principal Plus Fund Management L.P., an affiliated pool.

17. Spectrum Commodity was formerly named Morgan Stanley Tangible Asset Fund
    L.P.

                                       60
THE TRADING ADVISORS
MANAGEMENT AGREEMENTS

     Each trading advisor has entered into a management agreement with its
respective partnership and the general partner. The management agreements with
each trading advisor do not expire until December 31, 2002, except the
management agreement with Campbell which expires on * , 2005 and, thereafter,
will renew annually unless terminated by the general partner or the trading
advisor. The trading advisor is responsible for directing the investment and
reinvestment in futures, forwards, and options of the partnership's assets. Each
management agreement will terminate if the partnership terminates, and may be
terminated by the partnership at any month-end upon five days' prior written
notice to the trading advisor. Each partnership may also terminate its
management agreement immediately for events that the general partner believes
would have an immediate adverse effect on the partnership, such as a violation
of a partnership's trading policy. Each management agreement may also be
terminated by the trading advisor for events that it deems would have a material
adverse effect on its abilities to perform under the management agreement, such
as the implementation of a new trading limitation not agreed to by the trading
advisor.

INTRODUCTION TO TRADING ADVISOR DESCRIPTIONS

     The biographies of the principals and brief summaries of the trading
programs of the trading advisor for each partnership are set forth below. The
success of each partnership is dependent upon the success of its trading
advisor. However, in evaluating these descriptions, an investor should be aware
that each trading advisor's trading methods are proprietary and confidential,
the trading advisor selected for a partnership may change, and even if the same
trading advisor continues to trade for a partnership it may make substantial
modifications to its trading programs. Investors will generally not be made
aware of when a trading advisor makes a modification to its trading program.

     The descriptions of each trading advisor, its trading programs and its
principals are general and are not intended to be exhaustive. It is not possible
to provide a precise description of any trading advisor's trading program.
Furthermore, each trading advisor may refer to specific aspects of its trading
programs, which aspects may also be applicable to other trading advisors that
did not choose to make specific reference to these aspects of their own trading
programs. As a consequence, contrasts in the following descriptions may not, in
fact, indicate a substantive difference between the different programs involved.
However, all non-proprietary information about a trading program that the
trading advisor believes to be material has been included.

     A trading advisor's registration with the CFTC or its membership in the
National Futures Association should not be taken as an indication that any such
agency has recommended or approved the trading advisor.

     Except as noted below, the trading advisors and their principals have no
affiliation with any futures commission merchant, introducing broker, or
principal thereof, and do not and will not participate in brokerage commissions,
directly or indirectly. Morgan Stanley Futures & Currency Management Inc. is the
only trading advisor affiliated with the general partner, Morgan Stanley DW,
Morgan Stanley, and Morgan Stanley International, but does not directly
participate in the brokerage commissions charged by Morgan Stanley DW.

MORGAN STANLEY CHARTER GRAHAM L.P.

     The trading advisor for Charter Graham is Graham Capital Management L.P.
Graham is a Delaware limited partnership which was organized in May 1994.
Graham's main business address is Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902. Graham has been registered with the CFTC as a
commodity pool operator and commodity trading advisor since July 1994 and is a
member of the National Futures Association in such capacities.

                                       61
Principals

     Mr. Kenneth G. Tropin is the Chairman, the founder, and a principal of
Graham. As Chairman of Graham, Mr. Tropin is responsible for the investment
management strategies of the organization. He has developed Graham's core
trading programs.

     Prior to organizing Graham, Mr. Tropin served as President, Chief Executive
Officer and as a Director of John W. Henry & Company, Inc. from March 1989 to
September 1993. Mr. Tropin was formerly Senior Vice President and Director of
Managed Futures and Precious Metals at Dean Witter. He joined Dean Witter from
Shearson in February 1982 to run Dean Witter's Managed Futures Department, and
in October 1984 Mr. Tropin assumed responsibility for Dean Witter Precious
Metals as well. In November 1984, Mr. Tropin was appointed President of Demeter.

     In February 1986, Mr. Tropin was instrumental in the foundation of the
Managed Futures Trade Association, a non-profit managed futures industry
association. Mr. Tropin was elected Chairman of the Managed Futures Trade
Association in March 1986 and held this position until 1991. In June 1987,
Mr. Tropin was appointed President of Dean Witter Futures & Currency Management,
an affiliate of Dean Witter. As President and Chief Executive Officer of JWH,
Mr. Tropin was responsible for the management and administration of JWH as well
as the management of its trading activities. In addition to his responsibilities
as President and Chief Executive Officer of JWH, Mr. Tropin was President and
Chief Executive Officer of JWH Investment Advisory Services Inc. and was also
the Chairman of Global Capital Management, a British Virgin Islands company. Mr.
Tropin also served as Chairman of the Managed Funds Association in 1991 and
1992, the successor organization to the Managed Futures Trade Association and
the National Association of Futures Advisors.

     Mr. Tropin is the President and sole shareholder of KGT, Inc., a Delaware
corporation that is the general partner of Graham. Mr. Tropin also is the
principal investor in KGT Investment Partners, L.P., a Delaware limited
partnership that is the limited partner of Graham and of which KGT, Inc. is also
a general partner.

     Michael S. Rulle Jr. is the president and principal of Graham. As president
of Graham, Mr. Rulle is responsible for the management of Graham in its
day-to-day course of business. Prior to joining Graham in February 2002, Mr.
Rulle was President of Hamilton Partners Limited, a private investment company
that deployed its capital in a variety of internally managed equity and fixed
income alternative investment strategies on behalf of its sole shareholder,
Stockton Reinsurance Limited, a Bermuda based insurance company. From 1994 to
1999, Mr. Rulle was Chairman and CEO of CIBC World Markets Corp., the US
broker-dealer formerly known as CIBC Oppenheimer Corp. Mr. Rulle served as a
member of its Management Committee, Executive Board and Credit Committee and was
Co-Chair of its Risk Committee. Business responsibilities included Global
Financial Products, Asset Management, Structured Credit and Loan Portfolio
Management. Prior to joining CIBC World Markets Corp., Mr. Rulle was a Managing
Director of Lehman Brothers and a member of its Executive Committee and held
positions of increasing responsibility since 1979. At Lehman, Mr. Rulle founded
and headed the firm's Derivative Division, which grew to a $600 million
enterprise by 1994. Mr. Rulle received his M.B.A. from Columbia University in
1979, where he graduated first in his class, and he received his bachelor's
degree from Hobart College in 1972 with a concentration in political science.

     Mr. Paul Sedlack is the Chief Operating Officer, the General Counsel, and a
principal of Graham. He oversees the operation of the marketing, finance and
administration departments, and is responsible for legal and compliance matters.
Mr. Sedlack began his career at the law firm of Coudert Brothers in New York in
1986 and was resident in Coudert's Singapore office from 1988 to 1989. Prior to
joining Graham in June 1998, Mr. Sedlack was a partner at the law firm of
McDermott, Will & Emery in New York, focusing on securities and commodities laws
pertaining to the investment management and related industries. Mr. Sedlack
received a J.D. from Cornell Law School and an MBA in Finance and BS in
Engineering from State University of New York at Buffalo.

                                       62
Mr. Thomas Schneider is an Executive Vice President, the Chief Trader, and
a principal of Graham. Mr. Schneider is responsible for managing Graham's
trading operations, including order execution, policies and procedures, and
maintaining relationships with independent executing brokers and FCMs.

     Mr. Schneider graduated from the University of Notre Dame in 1983 with a
BBA in Finance, and received his MBA from the University of Texas at Austin in
1994. From June 1985 through September 1993, Mr. Schneider was employed by ELM
Financial, Inc., a commodity trading advisor in Dallas, Texas. While employed at
ELM, Mr. Schneider held positions of increasing responsibility and was
ultimately Chief Trader, Vice President and principal of ELM, responsible for 24
hour trading execution, compliance and accounting. In January 1994, Mr.
Schneider began working as Chief Trader for Chang Crowell Management
Corporation, a commodity trading advisor in Norwalk, Connecticut. He was
responsible for streamlining operations for more efficient order execution, and
for maintaining and developing relationships with over 15 FCMs on a global
basis. In addition to his responsibilities as Chief Trader, Mr. Schneider serves
on the Board of the New York Futures Exchange, has served on the Managed Funds
Association's Trading and Markets committee, and has been a National Futures
Association arbitrator since 1989.

     Mr. Robert Griffith is an Executive Vice President, the Director of
Research, the Chief Technology Officer, and a principal of Graham, and is
responsible for the management of all research activities and technology
resources of Graham, including portfolio management, asset allocation, and
trading system development. Mr. Griffith is in charge of the day-to-day
administration of Graham's trading systems and the management of its database of
price information on more than 100 markets. Prior to joining Graham, Mr.
Griffith's Veridical Methods, Inc. provided computer programming and consulting
services to such firms as GE Capital, Lehman Brothers and Morgan Guaranty Trust.
He received his BBA in Management Information systems from the University of
Iowa in 1979.

     Mr. Anthony Bryla, C.P.A., is the Chief Financial Officer and a principal
of Graham, and is responsible for the management of all accounting and finance
activities at Graham. Mr. Bryla is in charge of the daily and monthly
performance reporting, company accounting, treasury functions, as well as
policies and procedures. Prior to joining Graham in September 1995, Mr. Bryla
was an Assistant Accounting Manager at OMR Systems Corp., where he provided
back-office and accounting services for such clients as Merrill Lynch and Chase
Manhattan Bank, and held positions of increasing responsibility since February
1989. Mr. Bryla is a member of the New Jersey Society of C.P.A.'s and graduated
from Rutgers University with a BA in Business Administration in 1982.

     Mr. Kevin O'Connor is a Senior Vice President, Senior Trader, and principal
of Graham. Mr. O'Connor is a senior member of the trading staff responsible for
executing trades in accordance with Graham's systems, and works closely with Mr.
Schneider in managing the firm's daily trading operations. Prior to joining
Graham, from June 1992 until June 1995, Mr. O'Connor was a Vice President and
Controller for Luck Trading Company, a commodity trading advisor in New York
City. From January 1981 until June 1992, Mr. O'Connor was a Controller and
Senior Trader for Futures Investment Company, a commodity trading advisor based
in Greenwich, CT. Mr. O'Connor graduated from Providence College in 1980 with a
BS in Accounting.

     Mr. Fred J. Levin is the Chief Economist, a Senior Discretionary Trader and
principal of Graham specializing in fixed income markets with particular
emphasis on short-term interest rates. Prior to joining Graham in March 1999,
Mr. Levin was employed as director of research at Aubrey G. Lanston & Co. Inc.
from 1998. From 1991 to 1998, Mr. Levin was the chief economist and a trader at
Eastbridge Capital. From 1988 to 1991, Mr. Levin was the chief economist and a
trader at Transworld Oil. From 1982 to 1988, Mr. Levin was the chief economist,
North American Investment Bank at Citibank. From 1970 to 1982, Mr. Levin headed
the domestic research department and helped manage the open market desk at the
Federal Reserve Bank of New York. Mr. Levin received an M.A. in economics from
the University of Chicago in 1968 and a B.S. from the University of
Pennsylvania, Wharton School in 1964.

                                       63
Certain Other Personnel

     Dr. Brian Aldershof is the Risk Manager, a Vice President and a
quantitative research analyst with significant expertise in mathematics and
statistics. Prior to joining Graham in May 1997, Dr. Aldershof was a professor
of mathematics at Lafayette College in Easton, PA. Dr. Aldershof's research
interests center on non-linear stochastic systems, especially genetic
algorithms. Dr. Aldershof received his MS (1990) and Ph.D. (1991) in Statistics
from the University of North Carolina at Chapel Hill, where he was a Pogue
Fellow. His research in graduate school concerned estimating functionals of
probability density functions. During this time, he was a consultant for the
RAND Corporation, the Center for Naval Analyses, and the Environmental
Protection Agency. Dr. Aldershof received his A.B. (1985) from Middlebury
College, where he completed a double major in Mathematics and Psychology. He is
a CFA charter holder and a member of the Association for Investment Management
and Research.

     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Graham or its principals.

     Graham and its principals may, from time to time, trade futures, forwards,
or options contracts for their own proprietary accounts. Such trades may or may
not be in accordance with the Graham trading programs described below.

Systematic Trading

     Graham's trading systems rely primarily on technical rather than
fundamental information as the basis for their trading decisions. Graham's
systems are based on the expectation that they can over time successfully
anticipate market events using quantitative mathematical models to determine
their trading activities, as opposed to attempting properly to forecast price
trends using subjective analysis of supply and demand.

     Graham's core trading systems are primarily very long term in nature and
are designed to participate selectively in potential profit opportunities that
can occur during periods of sustained price trends in a diverse number of U.S.
and international markets. The primary objective of the core trading systems is
to establish positions in markets where the price action of a particular market
signals the computerized systems used by Graham that a potential trend in prices
is occurring. The systems are designed to analyze mathematically the recent
trading characteristics of each market and statistically compare such
characteristics to the long-term historical trading pattern of the particular
market. As a result of this analysis, the systems will utilize proprietary risk
management and trade filter strategies that are intended to benefit from
sustained price trends while reducing risk and volatility exposure.

Discretionary Trading

     The Discretionary Trading Group was established at Graham in February 1998.
Unlike Graham's systematic trading programs, which are based almost entirely on
computerized mathematical models, the Discretionary Trading Group determines its
trades subjectively on the basis of personal assessment of trading data and
trading experience. The Discretionary Trading Group traders benefit from
Graham's experience in systematic trading and trend identification. This
experience has proven helpful in enabling the Discretionary Trading Group to
take advantage of significant market trends when they occur and, equally
important, the Discretionary Trading Group has the potential to profit from
trend reversals as well. Additionally, Graham makes available extensive
technical and fundamental research resources to the Discretionary Trading Group
in an effort to improve its competitive performance edge over time. Graham
believes that the Discretionary Trading Group's performance results generally
are not highly correlated to the results of other discretionary traders or
Graham's systematic trading programs. Graham believes the Discretionary Trading
Group can generate successful performance results in trading range type markets
where there are few long-term trends.

                                       64
The Graham Trading Programs

     Graham currently trades approximately 50% of Charter Graham's assets
pursuant to its Global Diversified Program, as described below, at 1.5 times the
standard leverage it applies for such program and approximately 50% of Charter
Graham's assets pursuant to its K4 Program, as described below, at 1.5 times the
standard leverage it applies for such program. Margin requirements over time at
standard leverage are expected to average about 15% to 20% of equity for
accounts traded by Graham; thus, Graham expects the margin requirements for
Charter Graham over time to average about 20% to 30% of Charter Graham's Net
Assets. Increased leverage will alter risk exposure and may lead to greater
profits and losses and trading volatility. SEE "RISK FACTORS--TRADING AND
PERFORMANCE RISKS--THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED" ON PAGE * ,
AND "RISK FACTORS--TRADING ADVISOR RISKS--CHARTER GRAHAM'S USE OF AN INCREASED
RATE OF LEVERAGE COULD AFFECT FUTURE PERFORMANCE" ON PAGE * . Subject to the
prior approval of the general partner, Graham may, at any time, trade a portion
of the partnership's assets pursuant to one or more of Graham's other systematic
programs and/or the Discretionary Trading Group discretionary program, and at an
increased or reduced rate of leverage. As of January 31, 2002, Graham was
managing approximately $207 million of client funds in the Global Diversified
Program at Standard Leverage, approximately $132 million of client funds in the
Global Diversified Program at 150% Leverage, approximately $228 million of
client funds in the K4 Program at Standard Leverage, approximately $43 million
of client funds in the K4 Program at 150% Leverage, and approximately $1 billion
of client assets in all of its trading programs.

     The various futures, forwards, and options markets which are traded
pursuant to each Graham systematic trading program are identified below under
the description of that program. Each Graham systematic trading program
generally entails a consistent approach to all futures, forwards, and options
markets traded by that program. Graham conducts ongoing research regarding
expanding the number of futures, forwards, and options markets each program
trades to further the objective of portfolio diversification. Particular
futures, forwards, and options markets may be added to, or deleted from, a
program at any time without notice. Portfolios may be rebalanced with respect to
the weighting of existing markets at any time without notice. Additions,
deletions and rebalancing decisions with respect to each program are made based
on a variety of factors, including performance, risk, volatility, correlation,
liquidity and price action, each of which factors may change at any time. In
trading the various futures, forwards, and options markets pursuant to its
systematic trading programs, Graham generally applies the systematic trading
approach described above under " -- Systematic Trading."

     Global Diversified Program

     The Global Diversified Program utilizes multiple computerized trading
models which are designed to participate in the potential profit opportunities
of approximately 80 global markets. This program features broad diversification
in both financial and non-financial markets.

     The strategies which are utilized are primarily long term in nature and are
intended to generate significant returns over time with an acceptable degree of
risk and volatility. The computer models on a daily basis analyze the recent
price action, the relative strength, and the risk characteristics of each market
and compare statistically the quantitative results of this data to years of
historical data on each market.

     The Global Diversified Program will normally have weightings of
approximately 26% in futures contracts based on short-term and long-term global
interest rates (including U.S. and foreign bonds, notes and Eurodollars), 25% in
currency forwards (including major and minor currencies), 17% in stock index
futures (including all major indices), 15% in softs and agricultural futures
(including grains, meats and softs), 8% in metal futures (including gold,
aluminum and copper), and 9% in energy futures (including crude oil and natural
gas). The actual weighting and leverage used in each market will change over
time due to liquidity, price action, and risk considerations.

                                       65
Graham rebalances the weighting of each market in the portfolio on a
monthly basis so as to maintain, on a volatility and risk adjusted basis,
consistent exposure to each market over time.

     Graham Selective Trading Program

     The Graham Selective Trading Program was developed in 1997 and utilizes a
completely different trading system than other Graham programs. The Graham
Selective Trading Program uses a mathematical model to identify certain price
patterns which have very specific characteristics indicating that there is a
high probability that a significant directional move will occur. Although the
system does not trade against the market trend, it is not a true trend-following
system inasmuch as it will only participate in very specific types of market
moves which meet the very restrictive criteria of the model. In general, the
Graham Selective Trading Program will participate only in significant market
moves that are characterized by a substantial increase in volatility. As a
result, it frequently will not participate in market trends in which virtually
all trend-following systems would have a position. Due to the extremely
selective criteria of the Graham Selective Trading model, the program will
normally maintain a neutral position in approximately 50% to 60% of the markets
in the portfolio.

     K4 Program

     The K4 Program was developed in 1998 and commenced trading operations in
January 1999. Similar to the Graham Selective Trading Program, the K4 Program
uses a mathematical model to identify certain price patterns that have very
specific characteristics indicating that there is a high probability that a
significant directional move will occur. The K4 Program differs from the Graham
Selective Trading Program in many respects, including a tendency to enter
markets at different times and it uses significantly different parameters. The
K4 Program will normally enter or exit a position only when a significant price
and volatility spike takes place and is designated to have a high percentage of
winning trades. K4 will normally maintain a neutral position in 50% of the
markets in the portfolio.

     The K4 Program will normally have weightings of approximately * % in
futures contracts based on short-term and long-term global interest rates
(including U.S. and foreign bonds, notes and Eurodollars), * % in currency
forwards (including major and minor currencies), * % in stock index futures
(including all major indices), * % in softs and agricultural futures (including
grains, meats and softs), * % in metal futures (including gold, aluminum, and
copper), and * % in energy futures (including crude oil and natural gas). The
actual weighting and leverage used in each market will change over time due to
liquidity, price action, and risk considerations.

     Discretionary Trading Group Program

     Unlike Graham's systematic trading programs, which are based almost
entirely on computerized mathematical models, Graham's Discretionary Trading
Group determines trades for the Discretionary Trading Group Program subjectively
on the basis of personal judgment and trading experience. The Discretionary
Trading Group Program generally utilizes fundamental information as well as
certain technical data as the basis for its trading strategies. Fundamental
considerations relate to the underlying economic and political forces that
ultimately determine the true value of a particular financial instrument or
commodity. Fundamental analysis of the Discretionary Trading Group may involve a
short- or long-term time horizon. Technical data considered by the Discretionary
Trading Group include price patterns, volatility, trading volumes and level of
open interest.

     The Discretionary Trading Group Program trades global fixed income, foreign
exchange and other futures and forward markets. The Discretionary Trading Group
Program may trade call or put options in these markets.

MORGAN STANLEY CHARTER MILLBURN L.P.

     The trading advisor for Charter Millburn is Millburn Ridgefield
Corporation. Millburn is a Delaware Corporation which was organized in May 1982.
Millburn's main business address is 411

                                       66
West Putnam Avenue, Greenwich, Connecticut 06830. Millburn has been registered
with the CFTC as a commodity trading advisor since July 1982 and as a commodity
pool operator since September 1984 and is a member of the National Futures
Association in such capacities.

Principals

     Mr. Harvey Beker is Co-Chief Executive Officer and Co-Chairman of Millburn
Ridgefield and The Millburn Corporation, and a partner of ShareInVest Research
L.P. He received a Bachelor of Arts degree in economics from New York University
in 1974 and a Master of Business Administration degree in finance from NYU in
1975. From June 1975 to July 1977, Mr. Beker was employed by Loeb Rhoades, Inc.
where he developed and traded silver arbitrage strategies. From July 1977 to
June 1978, Mr. Beker was a futures trader at Clayton Brokerage Co. of St. Louis.
Mr. Beker has been employed by The Millburn Corporation since June 1978. During
his tenure at Millburn, he has been instrumental in the development of the
research, trading and operations areas. Mr. Beker became a principal of the firm
in 1982.

     Mr. George E. Crapple is Co-Chief Executive Officer and Co-Chairman of
Millburn Ridgefield and The Millburn Corporation and a partner of ShareInVest
Research L.P. In 1966 he graduated with honors from the University of Wisconsin
where his field of concentration was economics and he was elected to Phi Beta
Kappa. In 1969 he graduated from Harvard Law School, magna cum laude, where he
was a member of the Harvard Law Review. He was a lawyer with Sidley & Austin,
Chicago, Illinois, from 1969 until April 1, 1983, as a partner since 1975,
specializing in commodities, securities, corporate and tax law. He was first
associated with Millburn Ridgefield in 1976 and joined Millburn Ridgefield
Corporation on April 1, 1983 on a full-time basis. Mr. Crapple is a Director and
Member of the Executive Committee, Chairman of the Appeals Committee and a
former Chairman of the Eastern Regional Business Conduct Committee of the NFA,
past Chairman of the Managed Funds Association, and a member of the Technology
Advisory Committee of the CFTC.

     Mr. Gregg R. Buckbinder is Senior Vice President and Chief Operating
Officer of Millburn Ridgefield and The Millburn Corporation and a partner of
ShareInVest Research L.P. He graduated cum laude from Pace University in 1980
with a B.B.A. in accounting and received an M.S. in taxation from Pace in 1988.
He joined Millburn in January 1998 from Odyssey Partners, L.P. where he was
responsible for the operation, administration and accounting of the firm's
merchant banking and managed account businesses from mid 1990 through December
1997. Mr. Buckbinder was employed by Tucker Anthony, a securities broker and
dealer, from 1985 to 1990 where he was First Vice President and Controller, and
from 1983 to 1984 where he designed and implemented various operations and
accounting systems. He was with the public accounting firm of Ernst & Whinney
from 1984 to 1985 as a manager in the tax department and from 1980 to 1983 as a
senior auditor, with an emphasis on clients in the financial services business.
He is a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants.

     Mr. Mark B. Fitzsimmons is a Senior Vice-President of Millburn Ridgefield
and The Millburn Corporation and a partner of ShareInVest Research L.P. His
responsibilities include both marketing and investment strategy. He graduated
summa cum laude from the University of Bridgeport, Connecticut in 1970 with a
B.S. in economics. His graduate work was done at the University of Virginia,
where he received a certificate of candidacy for a Ph.D. in economics in 1973.
He joined Millburn Ridgefield in January 1990 from Morgan Stanley & Co.
Incorporated where he was a Principal and Manager of institutional foreign
exchange sales and was involved in strategic trading for the firm. From 1977 to
1987 he was with Chemical Bank New York Corporation, first as a Senior Economist
in Chemical's Foreign Exchange Advisory Service and later as a Vice-President
and Manager of Chemical's Corporate Trading Group. While at Chemical he also
traded both foreign exchange and fixed income products. From 1973 to 1977 Mr.
Fitzsimmons was employed by the Federal Reserve Bank of New York, dividing his
time between the International Research Department and the Foreign Exchange
Department.

                                       67
Mr. Barry Goodman is Executive Vice-President, Director of Trading and
Co-Director of Research of Millburn Ridgefield and The Millburn Corporation and
a partner of ShareInVest Research L.P. His responsibilities include overseeing
the firm's trading operation and managing its trading relationships, as well as
the design and implementation of trading systems. He graduated magna cum laude
from Harpur College of the State University of New York in 1979 with a B.A. in
economics. From 1980 through late 1982 he was a commodity trader for E. F.
Hutton & Co., Inc. At Hutton he also designed and maintained various technical
indicators and coordinated research projects pertaining to the futures markets.
He joined Millburn Ridgefield in 1982 as Assistant Director of Trading.

     Mr. Dennis B. Newton is a Senior Vice-President of Millburn Ridgefield and
The Millburn Corporation. His primary responsibilities are in administration and
marketing. Prior to joining Millburn Ridgefield in September 1991, Mr. Newton
was President of Phoenix Asset Management, Inc., a registered commodity pool
operator from April 1990 to August 1991. Prior to his employment with Phoenix,
Mr. Newton was a Director of Managed Futures with Prudential-Bache Securities
Inc. from September 1987 to March 1990. Mr. Newton joined Prudential-Bache from
Heinold Asset Management, Inc. where he was a member of the senior management
team. Heinold was a pioneer and one of the largest sponsors of funds utilizing
futures and currency forward trading.

     Mr. Grant N. Smith is Executive Vice-President and Co-Director of Research
of Millburn Ridgefield and The Millburn Corporation and a partner of ShareInVest
Research L.P. He is responsible for the design, testing and implementation of
quantitative trading strategies, as well as for planning and overseeing the
computerized decision-support systems of the firm. He received a B.S. degree
from the Massachusetts Institute of Technology in 1974 and an M.S. degree from
M.I.T. in 1975. While at M.I.T. he held several teaching and research positions
in the computer science field and participated in various projects relating to
database management. He joined Millburn Ridgefield in 1975.

     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Millburn or its principals.

     Millburn and its principals may, from time to time, trade futures,
forwards, or options contracts for their own proprietary accounts. Such trades
may or may not be in accordance with the Millburn trading programs described
below.

Multiple Trading Systems

     The objective of Millburn's trading method is to participate in all major
sustained price moves in the markets traded. Millburn regards its approach as
long-term in nature. Millburn makes trading decisions pursuant to its trading
method, which includes technical trend analysis, certain non-trend-following
technical systems, and the money management principles described below, which
may be revised from time to time. Given trends in price of sufficient duration
and magnitude, these trading systems may be profitable even though more than
half of all individual trades are unprofitable. A period of time without such
trends, however, may result in substantial losses.

     Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products.

     Successful systematic futures trading depends primarily on two factors:
development and selection of the trading systems used in each market, and
allocation of portfolio risk among the markets available for trading.

     Market environments change over time, and particular systems may perform
well in one environment but poorly in another. Likewise, portfolio sectors and
individual markets go through periods where systematic trading is very
profitable and other periods where no system makes any money.

                                       68
The goal of Millburn's research has been to develop an algorithm to select
the optimal mix of systems in each market and an algorithm to dynamically
determine optimum portfolio allocations, allocating risk to markets according to
a forecast of profitability using a mix of systems.

     The first step in the trading methodology is developing intermediate- to
long-term trading systems which generate buy or sell decisions in a particular
market based on the direction of the price trend in the market. Over the last 30
years, Millburn has developed hundreds of trading systems. These `heritage'
systems are augmented from time to time with the results of research. Millburn
tests the full range of the systems in each market against five, ten or fifteen
years of historical data to simulate the results the system would have achieved
in the markets had the system been used to make trading decisions during the
simulation period. It then calculates (i) the profitability of the systems and
(ii) a number of statistics designed to identify high quality profits such as
(a) the percentage of profitable trades, (b) the worst losses experienced, (c)
the average giveback of maximum profits on profitable trades and (d) Sharpe
ratio (risk adjusted returns).

     Since the early 1980's Millburn has selected up to four systems in each
market after a review of statistical data for the heritage systems in an effort
to diversify away from reliance on a single system in a market. Millburn has
attempted to select systems with different characteristics to smooth the return
stream from the market. Millburn then selects its portfolio weightings taking
into account statistical data on the systems' returns in each market, liquidity
constraints and Millburn's judgement and experience. Millburn has achieved a
major improvement in this process through the recent implementation of its
System Selection Algorithm and Portfolio Allocation Algorithm.

     Because there are hundreds of systems in Millburn's heritage universe,
there are billions of potential combinations of systems for each market. The
System Selection Algorithm simulates these potential combinations and searches
for both an optimal number and combination of systems in each market. The number
of systems ranges from 5 to 8, and the combination selected will maximize Sharpe
Ratio, a risk adjusted measure of returns, subject to minimum levels of
diversification among systems in the group.

     The System Allocation Algorithm will be rerun whenever new systems become
available for inclusion in the system universe.

     The Portfolio Allocation Algorithm was designed to select a portfolio with
what Millburn believes to be `optimal' risk/reward statistics -- Sharpe ratio,
volatility and drawdown. It is designed to dynamically shift the portfolio risk
allocations into the markets and sectors which offer the best potential for
profit. There are currently over 30 markets included in the Portfolio Allocation
Algorithm universe for potential allocation - markets deemed `tradable'. Using
return streams for each market (generated by the system combination selected by
the System Selection Algorithm), the Portfolio Allocation Algorithm simulates
approximately 1 billion potential combinations of risk allocations. Each market
and sector in the universe is constrained to a maximum allocation based on
real-world considerations. In any single market, the constraints are based
primarily on liquidity and market access. Sectors are constrained largely by
externally imposed portfolio considerations, such as would occur in a `financial
only', a `currency only' or a `commodity oriented' portfolio. No minimum
allocation is specified, so markets can (and do) have allocations of zero. The
Portfolio Allocation Algorithm reallocates the portfolio when called for changes
exceed certain thresholds. Its proposed allocations are reviewed by Millburn's
Asset Allocation Committee and the Committee may make adjustments in such
allocations using its judgment and experience.

     The implementation of the System Selection Algorithm and the Portfolio
Allocation Algorithm constitute a major advance which mines Millburn's 30 years
of research achievements and extracts what Millburn believes to be significant
additional value.

Risk Management

     Risk is a function of both price level and price volatility. For example, a
100,000 barrel crude oil position is worth more and is, therefore, more risky
with oil at $30 per barrel than with oil at

                                       69
$10 per barrel. Similarly, oil would be more risky if prices are moving in a 5%
daily range, than if prices are moving in a 1% daily range. In attempting to
assess market volatility as a means of monitoring and evaluating risk, Millburn
uses its volatility overlay as a part of individual market risk management. This
system is designed to measure the risk in the portfolio's position in a market
and signals a decrease in position size when risk increases and an increase in
position size when risk decreases. Millburn's volatility overlay maintains
overall portfolio risk and distribution of risk across markets within designated
ranges. It is applied to the systematic strategies described above. A secondary
benefit of the volatility overlay can be timely profit taking. Because markets
tend to become more volatile after a profitable trend has been long underway,
the volatility overlay often signals position reductions before trend reversals.

     In addition to the volatility overlay, Millburn's risk management focuses
on money management principles applicable to the portfolio as a whole rather
than to individual markets. The first principle is portfolio diversification
which attempts to improve the quality of profits by reducing volatility, as
described in the discussion of the Portfolio Allocation Algorithm above.

     Additional money management principles applicable to the portfolio as a
whole include: (1) limiting the assets committed as margin or collateral,
generally within a range of 15% to 35% of an account's net assets, though the
amount may any time be substantially higher; (2) prohibiting pyramiding -- that
is, using unrealized profits in a particular market as margin for additional
positions in the same market; and (3) changing the equity used for trading by an
account solely on a controlled periodic basis, not automatically due to an
increase in equity from trading profits.

     Another important risk management function is the careful control of
leverage or portfolio size. Leverage levels are determined by simulating the
entire portfolio -- all markets, all systems, all risk control overlays, the
exact weightings of the markets in the portfolio and the proposed level of
leverage -- over the past five or ten years to determine the worst case
experienced by the portfolio in the simulation period. The worst case or
peak-to-trough drawdown, is measured from a daily high in portfolio assets to
the subsequent daily low whether that occurs days, weeks or months after the
daily high. If Millburn considers the drawdown too severe, it reduces the
leverage or portfolio size.

     Decisions whether to trade a particular market require the exercise of
judgment. The decision not to trade certain markets for certain periods, or to
reduce the size of a position in a particular market, may result at times in
missing significant profit opportunities.

     Millburn employs discretion in the execution of trades where trader
expertise plays a role in timing of orders and, from time to time, may adjust
the size of a position, long or short, in any given market indicated by its
systematic trading strategies. This exercise of discretion generally occurs only
in response to unusual market conditions that may not have been factored into
the design of the trading systems and is generally intended to reduce risk
exposure. Decisions to make such adjustments also require the exercise of
judgment and may include consideration of the volatility of the particular
market; the pattern of price movements, both inter-day and intra-day; open
interest; volume of trading; changes in spread relationships between various
forward contracts; and overall portfolio balance and risk exposure.

     With respect to the execution of trades, Millburn may rely to an extent
upon the judgment of others, including dealers, bank traders and floor brokers.
No assurance is given that it will be possible to execute trades regularly at or
near the desired buy or sell point.

     The trading method, systems and money management principles utilized by
Millburn are proprietary and confidential. The foregoing description is general
and is not intended to be complete.

The Millburn Trading Programs

     The Millburn trading portfolios do not utilize different trading systems or
programs. The portfolios may include all or some of the markets Millburn trades,
and the weightings among the markets and the leverage employed will differ by
portfolio. The same trading systems will be used

                                       70
to trade a market in all portfolios which include the market. There can be no
assurance as to which markets will be included in each Millburn trading
portfolio over time. Such markets may be changed without notice, in the
discretion of Millburn. Moreover, Millburn does not maintain open positions in
all portfolio markets at all times. At certain times, Millburn may entirely
withdraw from one or more such markets.

     Portfolio markets and allocations among markets are under continuous
review, on the basis of both systematic and discretionary analysis, and are
adjusted from time to time in response to specific market changes (e.g., the
consolidation of European currencies), Millburn's judgment of the prospects for
successful systematic trading in a market, or Millburn's interpretations of
economic factors affecting the domestic and global economies and the potential
opportunities that could arise.

     Millburn currently trades 100% of Charter Millburn's assets pursuant to its
Diversified Portfolio, as described below. Subject to the prior approval of the
general partner, Millburn may, at any time, trade some or all of the
partnership's assets among one or more of Millburn's other programs. As of
January 31, 2002, Millburn was managing approximately $279 million pursuant to
the Diversified Portfolio and approximately $367 million of client assets in all
of its trading programs.

     Diversified Portfolio

     Millburn trades a broadly diversified portfolio of approximately 50 markets
in the following six sectors: currencies, precious and industrial metals, debt
instruments, stock indices, agricultural commodities and energy. The Diversified
Portfolio program has approximately 31% weighting in currencies, 31% in interest
rates, 7% in softs and agricultural commodities, 10% in stock indices, 15% in
energy products, and 6% in metals. Millburn trades its Diversified Portfolio at
standard leverage and at 150% of standard leverage.

     The Diversified Portfolio markets currently include: agricultural
commodities (including coffee, corn, cotton and sugar); metals (including
aluminum, copper and gold); energy (including crude oil, gas oil, heating oil,
natural gas and unleaded gas); currencies (forwards and options), including
(i) major currencies (including British Pound, Euro, Japanese Yen and Swiss
Franc); (ii) secondary currencies (including Canadian dollar, Korean won,
Norwegian Krone, Singapore dollar, Thai baht); (iii) crosses (including
Euro--Pound, Euro--Yen, and Euro--Norwegian Krone); (iv) interest rates (futures
and options) (including Short-term Eurodollar deposits, Short-term Euro Yen
deposits, German 5 and 10-year Euro Bonds, Tokyo Yen Bonds, U.S. Treasury Bonds,
and U.S. 5 and 10-year Treasury Notes); and (v) stock indices (including Hong
Kong Hang Seng, S&P 500, Topix Index, NASDAQ 100, Japanese, and German DAX).

     Currency Portfolio

     Millburn trades approximately 20 different currencies in its Currency
Portfolio, including "cross-rate" positions (positions in two different
currencies other than the United States dollar). Millburn -- which had managed
financially-oriented accounts since 1979 -- began managing currency-only
accounts in November 1989. Millburn trades its Currency Portfolio at standard
leverage and at 150% of standard leverage.

     Global Portfolio

     The Global Portfolio includes the currency markets as well as futures and
options contracts on U.S. and non-U.S. interest rates and stock indices as well
as precious and industrial metals. Millburn trades its Global Portfolio at
standard leverage and at 150% of standard leverage.

     World Resource Portfolio

     The World Resource Portfolio is a variation of the Diversified Portfolio,
but with a reduced emphasis on currency markets. Millburn began trading the
World Resource Portfolio on a non-proprietary basis in September 1995.

                                       71
MORGAN STANLEY CHARTER WELTON L.P.

     The trading advisor for Charter Welton is Welton Investment Corporation.
Welton is a Delaware corporation merged in May 1997 from a California
corporation originally formed in November 1988. Welton's main business address
is The Eastwood Building, San Carlos between 5th and 6th, P.O. Box 6147, Carmel,
California 93921-6147. Welton is registered, beginning January 4, 1989, as a
commodity trading advisor and commodity pool operator with the CFTC, and is a
member of the National Futures Association in such capacities.

Principals

     Dr. Patrick L. Welton is the Chief Executive Officer and Chairman of
Welton. Dr. Welton developed the mathematical analysis techniques and systems
software employed by Welton in its trading and portfolio management. Dr. Welton
earned Bachelor's Degrees from the University of Wisconsin, completing a portion
of his undergraduate studies at Harvard University. He then attended the UCLA
School of Medicine, where he completed graduate biophysics and medical studies
and earned an MD degree. Subsequently, he was a postgraduate physician and a
chief resident at the Stanford University Medical Center. In addition to his
full-time management of Welton, Dr. Welton is a principal of Welton Global Funds
Management Corporation, a Director of Axios Data Analysis Systems Corporation,
and a volunteer Clinical Professor of Medicine at Stanford University School of
Medicine. He has engaged in futures and equities market research since 1981.
During the past five years, Dr. Welton has spoken at domestic and international
conferences, authored articles, participated in panel presentations on numerous
trading and risk management issues, and served on committees for the Managed
Funds Association and National Futures Association. He also served on the Board
of Directors of the National Futures Association from 1997 to 2000. He is
registered as an Associated Person with the National Futures Association.

     Ms. Annette L. Welton is a Co-founder of Welton, a Director, Chief
Operational and Chief Financial Officer. Ms. Welton participated in the early
development of the systems software employed by Welton in its trading and
portfolio management methods. Since 1988, Ms. Welton has continued to
participate in the research committee, the review process and the monitoring of
trading for the company's clients. She also serves as a Principal to Welton
Global Funds Management Corporation, a commodity pool operator affiliate. Ms.
Welton earned a Bachelor of Science Degree from the University of California at
Los Angeles. Since 1992, Ms. Welton has participated in the Managed Funds
Association's Public Relations and Trading and Markets Committees. She has
served on the National Futures Association's Nominating Committee in the
Commodity Trading Advisor category and has authored and co-authored several
articles published in various alternative investment trade publications. She is
registered as an Associated Person with the National Futures Association.

     Mr. Jerry M. Harris is the Senior Vice President of Welton. He received a
Bachelor of Science Degree in Aerospace Engineering at the University of
Virginia. He then earned a Masters Degree in Information Systems from the
University of Southern California. Subsequently, he was Vice President and Chief
Operating Officer of Cresta Commodity Management, Inc. in San Diego, California.
Beginning 1989 through 1990, he was Vice President of Marketing at Commodities
Corporation in Princeton, New Jersey. From November 1988 through March 1998, he
was a pilot with Delta Airlines. Mr. Harris is responsible for business
development efforts and industry representation, as well as participating in
strategic planning for Welton. Mr. Harris is a member of the Alternative
Investments Management Association and serves on its International Development
Committee as well as the Institutional Money Management Advisory Committee of
the New York Mercantile Exchange. He frequently is a featured speaker to
institutional and private investor groups on the topic of integrating
skill-based alternative investment strategies to diversify investment
portfolios. He has been associated with Welton since 1993 and is registered as
an Associated Person with the National Futures Association.

                                       72
Mr. Brent M. Hankins is the Vice President of Trading Operations and
Portfolio Manager of Welton. His responsibilities include all aspects of trading
operations and portfolio management for the firm. This includes management of
brokerage relationships as well as the preparation, transmission, checking and
reconciliation of orders, monitoring of open positions and risk, as well as
tracking the liquidity of markets traded. Mr. Hankins earned a Bachelor of Arts
Degree in Agricultural Business from California Polytechnic State University,
San Luis Obispo in 1992. He has been associated with Welton since 1993 and is
registered as an Associated Person with the National Futures Association.

     Mr. David S. Nowlin is the Vice President of Administrative Operations for
Welton. His responsibilities include oversight of the performance accounting and
compliance functions within the firm. Mr. Nowlin received a Bachelor of Arts
degree in 1983 in Business Administration from Westmont College located in Santa
Barbara, California. He earned a Masters of Business Administration in 1992 from
Santa Clara University. Mr. Nowlin has been with Welton since 1993 and is
registered as an Associated Person with the National Futures Association. Prior
to that he held positions with Price Waterhouse and Dean Witter Reynolds.

     During the five years preceding the date of this prospectus, there have
been no material administrative, civil or criminal actions, including actions
pending, on appeal or concluded, against Welton or its principals.

     Welton and its principals trade futures options and securities for their
own accounts and provide management services to other clients. Investments made
on behalf of Welton, its principals, and its clients, as well as any policies
related thereto, will remain confidential. In the course of such trading, Welton
or its principals may take positions in their own accounts which are in the same
market and in the same direction as positions advocated for clients. If Welton
or its principals place the same trade orders for their accounts as they do for
their clients in a single block order with a brokerage firm, the brokerage firm
shall allocate the trade fill prices assigned to each account in a manner
consistent with that firm's policy. This equalizes the likelihood of Welton or
its principals receiving a superior or inferior price compared to any of their
clients or, in the case of a partial fill of a block order, equalizes the
likelihood of Welton or its principals receiving a trade that some customers
will not receive or vice versa.

Welton Investment Philosophy and Risk Management Process

     Welton is committed to achieving attractive rates of return while
successfully managing risk. This is pursued through the consistent application
of the firm's primary trading principles:

        *  Market diversification

        *  Style diversification

        *  Portfolio allocation and management

        *  Trade execution analysis

        *  Formal monitoring and review systems

     These principles provide the basis for pursuing strong rates of return with
controlled volatility and with low correlation to traditional fixed-income and
equity investments as well as to other alternative investment strategies.

     Welton's investment process employs a variety of trading styles to
diversify the basis of profitability by adding diversified sources of return
with differing market dependencies, timing risks, and therefore, low to moderate
correlation to traditional directional trading models of many alternative
investment managers. This may provide the potential benefits of (1) increasing
the actual level of portfolio diversification by increasing the number of
methods pursuing different market conditions, (2) effectively moderating
negative characteristics of other implemented models through diversification,
(3) requiring each method to be an effective, profitable, and efficient user of
capital resources, (4) applying each method objectively across all applicable
markets, and (5) providing diversification to the market impact of order types
and market conditions during execution. Specifically, Welton organizes its
trading approaches into two

                                       73
fundamentally diverse investment style return drivers as follows. All three
investment styles are employed within Welton's Managed Futures product. The
Market Neutral product with its focus on pursuing opportunities that have a low
dependancy on correct directional positioning and the timing of those positions
utilizes the "Non Directional" style of investment strategies.

      * Non Directional (Arbitrage)

      * Directional (Non Trend Following)

      * Trend Following (Timeframe Diversified)

     Welton considers its investment products to be in a constant cycle of
review and improvement, centered on a stable process for enhancing their long
term success. This paradigm for performance improvement encompasses all
divisions of the firm. The continuous process involves regular review and
analysis of:

      * All actual trading activity

      * New and existing global markets with the goal of increasing market
        diversification

      * Potential strategic approaches to various market conditions with the
        goal of increasing diversification

      * Trading costs and execution methods

      * Portfolio management models and techniques to best integrate all of the
        above

     This process implicitly recognizes that adaptation is essential in
approaching the global markets and that adaptation is best implemented at even
the most primary model levels.

     To implement these models, Welton has developed an advanced decision
support platform capable of analyzing markets and combinations of markets around
the world in real-time. This tool allows the implementation of Welton trading
strategies independently or in complementary combinations across diverse global
markets. Ongoing research and development continues to be Welton's largest
single commitment of resources with the objective of improving the level,
consistency, and quality of performance in its offered investment products.

     Although the trading of Welton investment products is guided by the
consistent application of proprietary mathematical systems, there will always
remain investment decisions requiring the discretion and judgment of Welton.
These include, but are not limited to, contract month selection, analysis of
portfolio balance, and capital requirements.

     In addition, Welton may at its sole discretion choose not to implement
certain trades if they are judged to carry unacceptable risk to an account.
Welton will reinvest trading profits unless withdrawn by the client. Welton may
also stop trading certain markets should they become, in Welton's judgment, too
illiquid or volatile to trade or their movement too correlated with other
portfolio elements.

     For managed futures and market neutral products offered by Welton, assets
committed to meet minimum exchange margin for all positions is expected to
remain between 5% and 20% of the trading size of the account. These levels may
from time to time be greater or less than this range. Actual margin requirements
may also differ between client accounts based on the method upon which margin is
being calculated and other terms negotiated between the client and their broker.
All investments, including those offered by Welton, involve the risk of loss.

Welton Investment Products

     Welton Investment Corporation offers products in distinct alternative
investment style classes to institutional, fund, corporate, and qualified
individual clients. These include categories of products within the alternative
investment style classes of Managed Futures and Market Neutral.

     The Managed Futures class offers an investment product, the Diversified
Portfolio, that utilizes diversified trading styles and quantitative investment
models across the global futures,

                                       74
options, and currency markets. It is designed to achieve attractive absolute
rates of return with low correlation to the returns of traditional asset classes
as well as other skill-based alternative investment strategies.

     The Market Neutral class offers the Alpha Portfolio, which utilizes a
narrower group of trading styles on a much more limited group of highly liquid
global futures, options, and currency markets. The focus of this product is upon
trading styles with substantially lower dependency on correct directional
positioning and the timing of those positions. The main goal of this product is
to provide a source of significant, durable diversification to other skill-based
alternative asset investments, managed futures allocations, and traditional
asset allocations.

     Welton currently trades the assets of Charter Welton pursuant to its
Diversified Portfolio at standard leverage and its Alpha Portfolio as an overlay
to the Diversified Portfolio. Trading the Alpha Portfolio as an overlay to the
Diversified Portfolio enables the partnership to gain exposure to both trading
programs as if 100% of the assets of the partnership were traded in each
program. Subject to the prior approval of the general partner, Welton may, at
any time, trade some or all of the partnership's assets among one or more of
Welton's other programs. As of January 31, 2002, Welton was managing
approximately $28 million pursuant to the Diversified Portfolio and
approximately $32 million of client assets in all of its trading programs.

     Managed Futures

     The Diversified Portfolio has the goal of achieving attractive rates of
return from diversified sources of investment returns while continually managing
risk. This portfolio employs a diverse set of investment styles applied over
broad market and instrument sets. The Diversified Portfolio seeks to achieve
investment style, timing, and market diversification unavailable from
traditional managed investments. Market diversification is provided through
various selected domestic and global interest rate, currency, equity index,
precious and base metal, agricultural, and petroleum product markets. These
markets are traded using futures, options, and forward contract instruments. The
Diversified Portfolio trades in approximately 75 global futures, forwards, and
options markets and will normally have weightings of approximately 29% in global
interest rate futures, 20% in stock index futures, 20% in currencies, 17% in
energy futures, 4% in softs and agricultural futures, and 10% in metal futures.
The actual weightings and leverage used in each market may change over time.

     Market Neutral

     The Alpha Portfolio is highly specialized to provide clients with
significant diversification of investment returns from both traditional asset
classes and, in particular, from other managed futures and alternative
investment portfolios. The Alpha Portfolio utilizes fewer trading styles on a
more limited group of highly liquid global futures and options markets. Trading
styles are specifically focused on opportunities that have a low dependency on
correct directional positioning and the timing of those positions. The trading
styles that comprise the Alpha Portfolio have been employed continuously with
Welton's other portfolios since October 1996 and have been collectively
described as non/limited price directional. This portfolio's source and pattern
of potential return is designed to provide a durable pathway of diversification
to those investors with significant style overlap across alternative investment
managers utilizing long and short-term directional trading strategies.
Utilization of the Alpha Portfolio alone or in combination with Welton's managed
futures product may allow an investor to better achieve Welton's corporate
investment philosophy of emphasizing meaningful diversification across
investment styles, especially within multi-advisor portfolio combinations. The
Alpha Portfolio trades in approximately * global futures, forwards, and options
markets and will normally have weightings of approximately * % in global
interest rate futures, * % in stock index futures, * % in currencies, * % in
energy futures, * % in softs and agricultural futures, and * % in metal futures.
The actual weightings and leverage used in each market may change over time.

                                       75
MORGAN STANLEY CHARTER MSFCM L.P.

     The trading advisor for Charter MSFCM is Morgan Stanley Futures & Currency
Management Inc. Morgan Stanley Futures & Currency Management is a Delaware
corporation formed in June 1987 to provide long-term capital growth through
participation in the global futures and futures-related markets. Morgan Stanley
Futures & Currency Management's main business address is 825 Third Avenue, 8th
Floor, New York, NY 10022. Morgan Stanley Futures & Currency Management has been
registered with the CFTC as a commodity pool operator and commodity trading
advisor since August 1987 and is a member of the National Futures Association in
such capacities.

Principals

     Robert E. Murray, age 41, is the Executive Director of the Morgan Stanley
Managed Futures Department, a leading commodity pool operator with approximately
$1.4 billion in assets across a variety of U.S. and international public and
private managed futures funds. In this capacity, Mr. Murray is responsible for
overseeing all aspects of the Morgan Stanley Managed Futures Department. Mr.
Murray began at Dean Witter in 1984 and has been closely involved in the growth
of managed futures at the firm over the last 17 years. He is also the chairman
and president of Morgan Stanley Futures & Currency Management Inc. ("MSFCM")
(formerly known as Dean Witter Futures & Currency Management Inc.), Morgan
Stanley's internal CTA, and is chairman and president of Demeter Management
Corporation, the entity which acts as a general partner for the Firm's managed
futures funds. Mr. Murray has served as the Vice Chairman and a Director of the
Board of the Managed Futures Association and is currently a member of the Board
of Directors of the National Futures Association. Mr. Murray received a
Bachelors Degree in Finance from Geneseo State University in 1983.

     Mitchell M. Merin, age 48, is a Director of Morgan Stanley Futures &
Currency Management. Mr. Merin is also a Director of the general partner. Mr.
Merin was appointed the Chief Operating Officer of Individual Asset Management
for Morgan Stanley Dean Witter in December 1998 and the President and Chief
Executive Officer of Morgan Stanley Dean Witter Advisors in February 1998. He
has been an Executive Vice President of Morgan Stanley DW since 1990, during
which time he has been Director of Morgan Stanley DW's Taxable Fixed Income and
Futures divisions, Managing Director in Corporate Finance and Corporate
Treasurer. Mr. Merin received his bachelor's degree from Trinity College in
Connecticut and his M.B.A. degree in Finance and Accounting from the Kellogg
Graduate School of Management of Northwestern University in 1977.

     Anthony J. DeLuca, age 39, is a Director of Morgan Stanley Futures &
Currency Management. Mr. DeLuca is also a Director of the general partner. Mr.
DeLuca was appointed the Controller of Asset Management for Morgan Stanley Dean
Witter in June, 1999. Prior to that, Mr. DeLuca was a partner at the accounting
firm of Ernst & Young LLP, where he had Morgan Stanley Dean Witter as a major
client. Mr. DeLuca had worked continuously at Ernst & Young LLP ever since 1984,
after he graduated from Pace University with a B.B.A degree in Accounting.

     Maureen Kaelin, age 35, is the Senior Portfolio Manager of Morgan Stanley
Futures & Currency Management. Ms. Kaelin is currently a First Vice President of
Morgan Stanley DW. Ms. Kaelin began her career at Morgan Stanley DW in 1989 as a
trader for Morgan Stanley Futures & Currency Management and in her role as
Senior Portfolio Manager she is responsible for direct management of the
technically based trading systems of Morgan Stanley Futures & Currency
Management. In addition, other responsibilities include risk management,
portfolio diversification and performance evaluation. In response to the
increasingly global nature of the portfolios, Ms. Kaelin initiated the
establishment of a 24-hour trading desk. Ms. Kaelin graduated from Fordham
University with a B.A. in Economics in 1989 and received her M.B.A. in Finance
at Fordham University in December 1999.

     The principals of Morgan Stanley Futures & Currency Management are
supported by a staff of approximately 10 professional trading and research
associates.

                                       76
Trading Methodology

     Morgan Stanley Futures & Currency Management manages client accounts
pursuant to technical trend-following trading systems and money management
policies. The main objective of these systems is long-term capital growth
through participation in the global futures and futures-related markets,
including commodity futures and forward contracts, options on futures contracts
and on physical commodities, and exchange of futures for physical transactions.
Although futures trading can entail greater risk than many traditional
investments, it also has the potential to produce significant returns.

     Morgan Stanley Futures & Currency Management's trading methodology is
trend-following in nature, attempting to identify long-term trends that are
beginning and taking positions that can potentially profit from a continuation
of these trends. Positions are maintained until certain price objectives are
reached or the trend is no longer detected in the data. Deciding when to enter
or exit a position and how much exposure to maintain is made systematically
utilizing a fixed set of technical rules and mathematical formulas that consider
factors such as daily price activity, volatility, volume, and open interest.
Investors should bear in mind that technical trend-following trading systems
seldom direct market entry or exit at the most favorable price in the particular
market trend. Rather, such trading systems seek to close losing positions
relatively quickly and to maintain profitable positions, or portions thereof,
for as long as the trading systems determine that the particular market trend is
profitable or continues to exist.

     Although Morgan Stanley Futures & Currency Management's trading methodology
is generally universal across all markets traded, variations are applied from
sector to sector. In some sectors Morgan Stanley Futures & Currency Management
will maintain either a long or short position at all times, but in other sectors
a position will only be taken if a clear trend is determined. In addition, a
longer term perspective may be applied in certain sectors when detecting rising
versus declining trends.

     Morgan Stanley Futures & Currency Management may, at its sole discretion,
add to or delete from its universe of markets traded, as well as adjust the
level of risk exposure allocated thereto. Determining which markets to trade and
how much risk to allocate to each market is accomplished using a combination of
technical inputs and professional judgment. Factors employed to scrutinize the
potential contribution each market can make to the overall portfolio include
historical return, volatility and cross-correlations to other markets.
Professional judgment is used in making the final determination as to which
markets to trade and takes into account such things as market liquidity and cost
of trading. With respect to the timing and execution of trades, Morgan Stanley
Futures & Currency Management may also rely, to some extent, on the judgment of
others, such as floor brokers.

     Investors should bear in mind that decisions concerning the management of
client assets, including, but not limited to, decisions relating to the
establishment or liquidation of positions, the markets traded, and the
appropriate level of risk exposure allocated to each market, may result at times
in clients, such as the partnership, missing significant profit opportunities
which might otherwise have been captured. Furthermore, no assurance can be made
that Morgan Stanley Futures & Currency Management will give consideration to any
or all of the foregoing factors with respect to a particular trade for an
account managed by Morgan Stanley Futures & Currency Management, or that
consideration of any such factors in a particular situation will lessen the
account's risk of loss.

     Over its thirteen year history, Morgan Stanley Futures & Currency
Management has allocated significant resources to maintain an active research
and development process. This ongoing commitment is maintained to improve the
potential for strong future performance for Morgan Stanley Futures & Currency
Management clients. From time to time, Morgan Stanley Futures & Currency
Management may change or refine the trading systems employed to manage client
assets. Additional trading systems entirely independent of, or materially
different from, those employed

                                       77
by Morgan Stanley Futures & Currency Management on behalf of the partnership may
be developed and employed by Morgan Stanley Futures & Currency Management to
manage client assets. Morgan Stanley Futures & Currency Management consistently
reviews and maintains discretion over all computer-generated trading parameters
and may, at its sole discretion, choose not to establish certain positions if
judged to present unacceptable risk to client assets.

     Morgan Stanley Futures & Currency Management generally has committed
between 10% and 30% of an account's equity as margin, but may exceed such range
at any given time. It is anticipated that Morgan Stanley Futures & Currency
Management may cause certain trading systems or portfolios to commit a greater
percentage of equity as margin than will be the case for other trading systems
or portfolios. Accordingly, those accounts on whose behalf Morgan Stanley
Futures & Currency Management employs such trading systems or portfolios may be
more aggressively leveraged from time to time than will other accounts
participating in other Morgan Stanley Futures & Currency Management trading
systems and portfolios.

     Morgan Stanley Futures & Currency Management currently trades 100% of
Charter MSFCM's assets pursuant to its Global Portfolio, as described below.
Subject to the prior approval of the general partner, Morgan Stanley Futures &
Currency Management may, at any time, trade some or all of the partnership's
assets among one or more of its other programs. As of January 31, 2002, Morgan
Stanley Futures & Currency Management was managing approximately $102 million of
customer funds in the Global Portfolio and approximately $185 million of client
assets in all of its trading programs.

The Global Portfolio

     Morgan Stanley Futures & Currency Management's Global Portfolio has been
developed to concentrate participation in futures contracts traded on futures
exchanges worldwide. Certain selected foreign currencies traded in the forward
markets are also included in the Global Portfolio. Effective August 1, 1997,
Morgan Stanley Futures & Currency Management combined its Global Portfolio with
its Financial and Metals Portfolio. As of such date, certain markets previously
included in the Financial and Metals Portfolio, but not previously included in
the Global Portfolio, were added to the Global Portfolio. The Global Portfolio
trades global futures, forwards, and options including, but not limited to,
global interest rate and stock index futures, currencies, energy futures and
certain precious and industrial metals. The Global Portfolio will normally have
weightings of approximately 33% in global interest rate futures, 2% in stock
index futures, 33% in currencies, 19% in energy futures, and 13% in metal
futures. The actual weightings and leverage used in each market may change over
time.

The Diversified Portfolio

     Morgan Stanley Futures & Currency Management's Diversified Portfolio offers
diversification into futures, forwards, and options representing global
financial and tangible assets. The Diversified Portfolio typically trades a
portfolio of diverse futures and forward markets, including contracts on
currencies, interest rates, energies, metals, soft commodities, agriculturals
and stock indices.

The SIGMA Portfolio

     The objective of the SIGMA Portfolio is to outperform the S & P 500 Index
(appreciation plus dividends) by achieving greater average rate of return with
lower downside volatility. The portfolio is designed to achieve its objectives
over the medium- to long-term. The components of a SIGMA Portfolio account's
return consist of the performance of the S & P 500 stock index futures contracts
and the performance of Morgan Stanley Futures & Currency Management's Global
Portfolio, and interest income earned by the account.

                                       78
The SIGMA Portfolio operates by holding a position in S & P 500 index
futures approximately equal to the account net assets, and rolling these
contracts forward as they approach expiration. Additional exposure is maintained
in Morgan Stanley Futures & Currency Management's Global Portfolio at
approximately 1/2 of a standard Morgan Stanley Futures & Currency Management
Global Portfolio account. Exposure to the S & P 500 index futures and the Global
Portfolio is adjusted periodically as account values change.

     One of the objectives of the SIGMA Portfolio is lower overall performance
volatility, resulting from a historical non-correlation between the Global
Portfolio and the S & P 500 Index during periods of decline in the S & P 500
Index. There can be no assurance, however, that this objective will be met
during any particular performance period, and there may be periods when the
S & P 500 Index declines and account losses are exacerbated due to losses at the
same time in the Global Portfolio. There can also be no assurance that either
component of the SIGMA Portfolio will off-set losses in the other during any
particular equity or other market decline, and SIGMA Portfolio accounts may
receive little benefit from their exposure to the Global Portfolio, even if such
portfolio's performance is positive, during a period of rapid and severe decline
in the S & P 500 Index.

MORGAN STANLEY CHARTER CAMPBELL L.P.

     The trading advisor for Charter Campbell is Campbell & Company, Inc., a
Maryland corporation that organized in April 1978 as a successor to a
partnership originally organized in January 1974. Campbell has been registered
with the CFTC as a commodity trading advisor since May 1978 and is a member of
the National Futures Association in such capacity. Campbell's principal place of
business is located at 210 W. Pennsylvania Ave., Suite 770, Towson, MD 21204.

     Principals

     Ms. Theresa D. Becks serves as the Chief Financial Officer, Treasurer,
Secretary, and a Director. Ms. Becks joined Campbell in June 1991. In addition
to her role as Chief Financial Officer, Ms. Becks also oversees administration
and compliance at Campbell. From December 1987 to June 1991, she was employed by
Bank of Maryland Corp, a publicly held company. When she left she was
Vice-President and Chief Financial Officer. Prior to that time, she worked with
Ernst & Young. Ms. Becks is a C.P.A. and has a B.S. in Accounting from the
University of Delaware. Ms. Becks is registered as an associated person of
Campbell.

     Mr. Richard M. Bell serves as a Senior Vice-President--Trading. Mr. Bell
began his employment with Campbell in May 1990. His duties include managing
daily trade execution of the assets under Campbell's management. From September
1986 through May 1990 Mr. Bell was the managing general partner of several
partnerships registered as broker-dealers involved in market making on the floor
of the Philadelphia Stock Exchange and Philadelphia Board of Trade. From July
1975 through September 1986 Mr. Bell was a stockholder and Executive
Vice-President of Tague Securities, Inc., a registered broker-dealer. Mr. Bell
graduated from Lehigh University with a B.S. in Finance. Mr. Bell is registered
as an associated person of Campbell.

     Mr. D. Keith Campbell has served as Chairman of the Board since it began
operations and was President until January 1, 1994, and Chief Executive Officer
until January 1, 1998. Mr. Campbell is the majority stockholder. From 1971
through June 1978 he was a registered representative of a futures commission
merchant. Mr. Campbell has acted as a commodity trading advisor since January
1972 when, as general partner of Campbell Fund, a limited partnership engaged in
commodity futures trading, he assumed sole responsibility for trading decisions
made on behalf of Campbell Fund. Since then he has applied various technical
trading systems to numerous discretionary commodity trading accounts over which
Campbell has discretionary trading authority. Mr. Campbell is registered with
the CFTC as a commodity pool operator and is a

                                       79
member of the National Futures Association in such capacity. He is also
registered as an associated person of Campbell.

     Mr. William C. Clarke, III joined Campbell in June 1977. He is an Executive
Vice-President and a Director. Mr. Clarke holds a B.S. in Finance from Lehigh
University where he graduated in 1973. Mr. Clarke currently oversees all aspects
of research which involves the development of proprietary trading models and
portfolio management methods. Mr. Clarke is registered as an associated person
of Campbell.

     Bruce L. Cleland, joined Campbell & Company in January 1993 and presently
serves as President, Chief Executive Officer and a Director. Mr. Cleland has
worked in the international derivatives industry since 1973, and has owned and
managed firms engaged in global clearing, floor brokerage, trading, and
portfolio management. Mr. Cleland is currently a member of the Board of
Directors of the Managed Funds Association, and he has previously served as a
member of the Board of Governors of the Comex, in New York. Mr. Cleland is a
graduate of Victoria University in Wellington, New Zealand where he earned a
Bachelor of Commerce and Administration degree. Mr. Cleland is an Associated
Person of Campbell & Company.

     Phil Lindner, serves as Vice President--Information Technology. Mr. Lindner
has been employed by Campbell since October 1994, became the IT Director in
March 1996, and Vice President in January 1998. Mr. Lindner oversees Campbell's
computer and telecommunications systems, including a staff of programmers that
program proprietary applications for Campbell's trading, fund administration,
and accounting functions, and provide complete computer systems support to all
Campbell employees. Prior to joining Campbell, Mr. Lindner worked as a
programmer and manager for Amtote, a provider of race-track computer systems.

     Mr. James M. Little serves as Executive Vice-President/Marketing and as a
Director. Mr. Little holds a B.S. in Economics and Psychology from Purdue
University. Mr. Little joined Campbell in April 1990. From March 1989 through
April 1990, Mr. Little was a registered representative of A.G. Edwards & Sons,
Inc. Prior to that, from January 1984 through March 1989, he was the Chief
Executive Officer of James Little & Associates, Inc., a registered commodity
pool operator and registered broker-dealer. Mr. Little is the co-author of The
Handbook of Financial Futures, and is a frequent contributor to investment
industry publications. Mr. Little is registered as an associated person of
Campbell.

     Mr. C. Douglas York has been employed by Campbell since November 1992. He
is a Senior Vice President--Trading. His duties include managing daily trade
execution for foreign exchange markets. From January 1991 through October 1992,
Mr. York worked for Black & Decker as Global Foreign Exchange Manager. He holds
a B.A. in Government from Franklin and Marshall College. Mr. York is an
associated person of Campbell.

     Any principal of Campbell may trade futures interests for his or her own
accounts. In addition, Campbell manages proprietary accounts for its deferred
compensation plan and principals. Campbell has written procedures that govern
proprietary trading by principals. Trading records for proprietary trading
accounts are available for review by clients upon reasonable notice. Such trades
may or may not be in accordance with the Campbell trading program described
below.

     The Campbell Trading Program

     Campbell trades the partnership's assets pursuant to its Financial, Metal &
Energy Small Portfolio, which trades exclusively in futures, options, and
forward contracts, including foreign currencies, precious and base metals,
energy products, stock market indices, and interest rate futures. Once Charter
Campbell's assets equal at least $8 million, Campbell will trade the
partnership's assets pursuant to its Financial, Metal & Energy Large Portfolio.
As of January 31,

                                       80
2002, Campbell was managing approximately $2.50 billion of client assets
pursuant to the Financial, Metal & Energy Large Portfolio and approximately
$2.76 billion in all of its programs.

     Campbell makes trading decisions using proprietary technical trading
models, which analyze market statistics. There can be no assurance that the
trading models currently being used will produce results similar to those
produced in the past. Campbell's trading models are designed to detect and
exploit medium-term to long-term price changes, while also applying proven risk
management and portfolio management principles.

     Campbell believes that utilizing multiple trading models provides an
important level of diversification, and is most beneficial when multiple
contracts in each market are traded. Every trading model may not trade every
market. It is possible that one trading model may signal a long position while
another trading model signals a short position in the same market. It is
Campbell's intention to offset those signals to reduce unnecessary trading, but
if the signals are not simultaneous, both trades will be taken and since it is
unlikely that both positions would prove profitable, in retrospect, one or both
trades will appear to have been unnecessary. It is Campbell's policy to follow
trades signaled by each trading model independently of the other models.

     Over the course of a long-term trend, there are times when the risk of the
market may not appear to be justified by the potential reward. In such
circumstances some of Campbell's trading models may exit a winning position
prior to the end of a price trend. While there is some risk to this method (for
example, being out of the market during a significant portion of a price trend),
Campbell's research indicates that this is well compensated for by the decreased
volatility of performance which may result.

     Campbell's trading models may include trend-following trading models,
counter-trend trading models, and trading models that do not seek to identify or
follow price trends at all. Campbell expects to develop additional trading
models and to modify models currently in use and may or may not employ all such
models for all clients' accounts. The trading models currently used by Campbell
may be eliminated from use if Campbell ever believes such action is warranted.

     While Campbell normally follows a disciplined systematic approach to
trading, on occasion it may override the signals generated by the trading
models, such as when market conditions dictate otherwise. While such action may
be taken for any reason at any time at Campbell & Company's discretion, it will
normally only be taken to reduce risk in the portfolio, and may or may not
enhance the results that would otherwise be achieved.

     Campbell applies risk management and portfolio management strategies to
measure and manage overall portfolio risk. These strategies include portfolio
structure, risk balance, capital allocation, and risk limitation. One objective
of risk and portfolio management is to determine periods of relatively high and
low portfolio risk, and when such points are reached, Campbell may reduce or
increase position size accordingly. It is possible, however, that this reduction
or increase in position size may not enhance the results achieved over time.

     From time to time, Campbell may increase or decrease the total number of
contracts held based on increases or decreases in an account's assets, changes
in market conditions, perceived changes in portfolio-wide risk factors, or other
factors which may be deemed relevant.

     Campbell estimates that, based on the amount of margin required to maintain
positions in the markets currently traded, aggregate margin for all positions
held in a client's account will range between 5% and 30% of the account's net
assets. From time to time, margin commitments may be above or below these
ranges.

     The number of contracts that Campbell believes can be bought or sold in a
particular market without unduly influencing price adversely may at times be
limited. In such cases a client's portfolio would be influenced by liquidity
factors because the positions in such markets might be substantially smaller
than the positions that would otherwise be taken.

                                       81
Financial, Metal & Energy Portfolios

     Campbell offers two versions of the Financial, Metal & Energy Portfolio --
the Financial, Metal & Energy Large Portfolio and the Financial, Metal & Energy
Small Portfolio. The Financial, Metal & Energy Large Portfolio is appropriate
for accounts greater than $8 million in size. Accounts in this portfolio trade
certain contracts in the cash markets that do not have futures equivalents. The
Financial, Metal & Energy Small Portfolio requires a minimum investment of $5
million. Both Large and Small Portfolios trade in foreign currencies, precious
and base metals, energy products, stock market indices and interest rates. Prior
to February 1995, all FME accounts were traded together in the Large Portfolio.
The Small Portfolio began in February 1995, when accounts smaller than $10
million were transferred from the Large to the Small Portfolio. Those existing
accounts in the Small Portfolio that fall below the $5 million minimum size have
been split out into a separate composite performance table since July 2000, when
the increased minimum for new accounts was initially imposed. This timing
coincides with the addition of a new trading model for accounts above $5
million, which can create significant differences in returns. The data in these
composite tables does not reflect the performance of any one account. An
individual account may have realized more or less favorable results than the
composite indicates.

Past Performance of Campbell

     Set forth below in Capsules A through H is the past performance history of
Campbell and its principals for client accounts. Capsules A-1 and B-1 are pro
formas of Capsules A and B, each adjusted for the brokerage, management, and
incentive fees applied to Charter Campbell. The footnotes following Capsule H
are an integral part of each Capsule.

     You are cautioned that the information set forth in the following Capsule
performance summaries is not necessarily indicative of, and may have no bearing
on, any trading results which may be attained by Campbell or Charter Campbell in
the future, since past results are not a guarantee of future results. There can
be no assurance that Campbell or the partnership will make any profits at all,
or will be able to avoid incurring substantial losses. You should also note that
interest income may constitute a significant portion of a commodity pool's total
income and, in certain instances, may generate profits where there have been
realized or unrealized losses from commodity trading.

                                       82
CAPSULE A

                            CAMPBELL & COMPANY, INC.
          FINANCIAL, METAL & ENERGY SMALL (ABOVE $5 MILLION) PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Small (Above $5 Million)
       Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1995
       Number of open accounts: 11
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $100.4 million
       Largest monthly drawdown: (9.94)% - (November 2001)
       Worst peak-to-valley drawdown: (9.94)% - (November 2001)
MONTH           2002        2001       2000       1999       1998       1997       1996       1995
      -----           ----        ----       ----       ----       ----       ----       ----       ----
%           %          %          %          %          %          %           %
January..........    (0.84)      (1.49)      3.23      (4.61)      2.80       3.85       8.80         *
February.........                 0.48      (0.52)      1.34      (2.34)      1.63      (5.20)        *
March............                 6.15      (2.03)      1.60       5.81      (1.75)      4.33         *
April............                (7.97)     (2.55)      5.20      (5.99)     (3.03)      2.57         *
May..............                 0.92       2.47      (3.15)      4.21      (3.01)     (2.11)        *
June.............                (2.24)      0.77       4.95       1.51       3.62       1.41         *
July.............                 1.05      (2.56)     (0.64)     (4.04)      8.81      (1.71)        *
August...........                 1.31       3.04       1.18       9.95      (5.94)      3.52         *
September........                    *      (3.36)      1.55       3.68       4.53       1.92         *
October..........                    *       2.75      (3.85)      5.52       2.32      12.85         *
November.........                    *       5.52       0.78      (0.91)      0.59      12.11         *
December.........                    *       2.36       2.80       1.10       5.41      (4.12)        *
Compound
  Annual/Period
  Rate of
  Return.........    (0.84)      (1.35)      9.02       6.80      22.16      17.30      37.83         *
                   (1 month)                                                                     (11 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       83
CAPSULE A-1

                                  PROFORMA OF
          FINANCIAL, METAL & ENERGY SMALL (ABOVE $5 MILLION) PORTFOLIO

       Largest monthly drawdown: (* )% - (* )
       Worst peak-to-valley drawdown: (* )% - (* -* )
MONTH           2002        2001       2000       1999       1998       1997       1996       1995
      -----           ----        ----       ----       ----       ----       ----       ----       ----
%           %          %          %          %          %          %          %
January..........       *           *          *          *          *          *          *
February.........                   *          *          *          *          *          *          *
March............                   *          *          *          *          *          *          *
April............                   *          *          *          *          *          *          *
May..............                   *          *          *          *          *          *          *
June.............                   *          *          *          *          *          *          *
July.............                   *          *          *          *          *          *          *
August...........                   *          *          *          *          *          *          *
September........                   *          *          *          *          *          *          *
October..........                   *          *          *          *          *          *          *
November.........                   *          *          *          *          *          *          *
December.........                   *          *          *          *          *          *          *
Compound
  Annual/Period
  Rate of
  Return.........       *           *          *          *          *          *          *          *
                   (1 month)                                                                     (11 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       84
CAPSULE B

                            CAMPBELL & COMPANY, INC.
                   FINANCIAL, METAL & ENERGY LARGE PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Large Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: April 1983
       Number of open accounts: 18
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $2.406 billion
       Largest monthly drawdown since inception: (17.68)% - (June 1986)
       Largest monthly drawdown past five years: (9.62)% - (November 2001)
       Worst peak-to-valley drawdown since inception: (* )% - (* -* )
       Worst peak-to-valley drawdown past five years: (9.62)% - (November 2001)
MONTH           2002        2001       2000       1999       1998       1997       1996       1995       1994       1993
      -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
%           %           %         %          %           %          %          %          %          %
January              (0.71)      (1.09)       3.70     (4.83)      3.25        5.26       5.46      (4.53)     (4.67)     (0.71)
February                          0.71       (0.35)     1.45      (2.38)       2.26      (5.63)      5.85      (6.81)     13.74
March                             6.97       (1.96)     0.87       4.95       (2.08)      5.62       9.58       7.00      (5.79)
April                            (8.09)      (1.86)     5.60      (5.88)      (3.84)      3.49       2.08      (1.77)      2.99
May                               1.23        2.74     (3.25)      4.34       (1.84)     (1.71)      0.88      (2.78)      2.81
June                             (1.71)       1.96      4.63       2.04        2.23       1.29      (0.90)      5.24       2.55
July                              1.45       (1.72)    (0.15)     (3.68)       9.27       0.01      (4.05)     (4.36)      5.55
August                            2.11        3.08      1.22       9.23       (5.14)      1.78       5.83      (3.79)     (4.33)
September                         6.94       (3.23)     1.75       2.97        4.23       2.47      (3.47)      6.91      (4.83)
October                           4.97        3.19     (4.25)      4.41        2.39      12.06       1.20       0.36      (6.19)
November                         (9.62)       5.98      0.53      (0.50)       0.57      12.22      (0.24)     (7.02)      0.59
December                          3.71        2.38      3.64       0.64        4.95      (4.29)      6.82      (5.08)     (0.08)
Compound
  Annual/Period
  Rate of Return     (0.71)       6.20       14.32      6.81      20.07       18.75      35.96      19.46     (16.76)      4.68
                   (1 month)
MONTH           1992        1991       1990       1989       1988       1987       1986       1985       1984       1983
    -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
                      %           %          %          %          %          %          %          %          %          %
January              (5.54)      (7.89)       3.00      7.90      (0.08)      33.71      (6.28)      3.63       1.27
February             (3.58)      (1.59)       0.59     (1.99)      2.39        3.23      17.84      11.59       2.12
March                 1.05       20.41        3.37     10.74      (1.88)      13.51       6.48       0.74       2.44
April                (2.78)      (1.87)       4.62      1.94      (5.12)      15.39      (7.87)      5.97       0.09      (0.40)
May                   1.14        2.81      (11.50)    13.72       1.63       (4.17)      5.01       2.92       9.78       0.18
June                 10.66        1.49        8.29      1.88       8.29       (3.21)    (17.68)     (2.18)     (5.50)     (3.71)
July                 10.40       (7.96)      10.04      0.55      (0.68)       9.80       5.21       5.48       6.86       3.27
August                4.99        3.79       12.30     (0.81)     (0.22)      (1.12)      7.61      (3.63)     (1.34)     (1.47)
September            (2.17)       6.07        2.59     (4.27)      4.80        2.71     (17.22)    (11.29)      8.32       0.83
October              (4.67)       0.63        1.25     (6.88)     (0.06)     (13.45)    (11.74)      3.95       2.79      (4.18)
November              6.26       (2.03)      (1.35)     2.46      (0.35)      (0.53)    (11.84)     10.45      (3.12)     (1.93)
December             (1.36)      17.45       (0.54)    12.88      (0.42)       2.11       1.84       3.40       1.49      (3.21)
Compound
  Annual/Period
  Rate of Return     13.46       31.12       35.24     42.23       7.96       64.38     (30.45)     33.05      26.96     (10.35)
                                                                                                                        (9 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       85
CAPSULE B-1

                                  PROFORMA OF
                   FINANCIAL, METAL & ENERGY LARGE PORTFOLIO

       Largest monthly drawdown past five years: (10.93)% - (November 2001)
       Largest monthly drawdown since inception: (17.02)% - (June 1986)
       Worst peak-to-valley drawdown past five years: (10.93)% - (November 2001)
       Worst peak-to-valley drawdown since inception: (38.80)% - (April
       1986-November 1986)
MONTH           2002        2001       2000       1999       1998       1997       1996       1995       1994       1993
      -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
%            %          %         %          %           %          %          %          %         %
January..........     (1.09)      (1.48)      3.64     (5.26)      2.75        5.66       4.84      (4.94)     (5.08)    (1.19)
February.........                  0.30      (0.87)     1.07      (3.24)       1.96      (6.20)      5.26      (7.13)    12.70
March............                  6.79      (2.59)     0.55       5.09       (2.96)      5.11       9.03       6.70     (6.63)
April............                 (8.55)     (2.25)     5.61      (6.37)      (4.51)      2.97       1.56      (2.12)     2.85
May..............                  0.85       2.42     (3.95)      4.02       (2.35)     (2.23)      0.29      (3.11)     2.69
June.............                 (2.08)      1.83      4.81       1.65        1.70       0.78      (1.49)      4.95      2.84
July.............                  1.10      (2.09)    (0.43)     (4.11)       9.45      (0.36)     (4.65)     (4.70)     4.71
August...........                  1.76       2.83      0.95       9.04       (6.34)      1.28       5.23      (4.17)    (5.29)
September........                  6.79      (3.70)     1.60       2.52        4.21       1.99      (4.05)      6.58     (5.32)
October..........                  4.75       2.86     (4.66)      4.07        2.29      11.55       0.57       0.01     (6.62)
November.........                (10.93)      6.33      0.17      (1.09)       0.17      11.28      (0.81)     (7.40)     0.21
December.........                  3.34       2.09      3.30       0.30        4.65      (5.60)      6.25      (5.46)    (0.39)
Compound
  Annual/Period
  Rate of
  Return.........    (1.09)        0.95      10.45      3.13      14.48       13.56      26.48      11.70     (20.22)    (1.16)
                   (1 month)
MONTH           1992        1991       1990       1989       1988       1987       1986       1985       1984       1983
     -----           ----        ----       ----       ----       ----       ----       ----       ----       ----       ----
                      %           %          %          %          %          %          %          %          %          %
January               (6.06)      (8.61)      2.55      7.75      (0.07)      36.28      (5.92)      3.72       1.57
February              (4.10)      (2.22)      0.25     (3.83)      1.72        3.90      18.02      10.78       2.55
March                  0.63       20.41       3.18     10.78      (2.73)      14.50       6.15       1.37       2.93
April                 (3.26)      (2.56)      4.07      1.19      (6.43)      14.65      (7.75)      5.16       0.21      0.84
May                    0.70        2.41     (12.58)    12.46       0.97       (4.01)      5.55       3.22       9.16      0.82
June                  10.42        1.25       6.96      1.06       8.04       (2.73)    (17.02)     (2.31)     (4.80)    (3.29)
July                   9.40       (8.50)     10.38      0.21      (1.18)      10.47       5.77       5.35       6.80      3.56
August                 4.15        3.29      11.40     (1.60)     (0.75)      (0.53)      8.18      (4.18)     (0.92)    (1.16)
September             (2.55)       5.62       1.54     (5.28)      4.29        4.89     (16.96)    (11.12)      8.75      1.79
October               (5.16)       0.12       0.32     (7.33)      0.00      (12.98)    (10.11)      6.18       2.21     (3.75)
November               5.95       (2.60)     (2.12)     1.82      (0.92)      (0.26)    (11.32)      7.60      (2.49)    (1.69)
December              (2.32)      16.58      (1.26)    11.99      (0.71)       2.86       2.78       3.69       1.26     (2.52)
Compound
  Annual/Period
  Rate of Return       6.28       23.37      24.96     30.30       1.56       78.58     (25.87)     31.28      29.67     (5.51)
                                                                                                                        (9 months)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       86
CAPSULE C

                            CAMPBELL & COMPANY, INC.
     FINANCIAL, METAL & ENERGY SMALL (BELOW $5 MILLION) PORTFOLIO COMPOSITE
                               PERFORMANCE TABLE
                   THIS PORTFOLIO IS CLOSED TO NEW INVESTORS.

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Financial, Metal & Energy Small (Below $5 Million)
       Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: July 2000
       Number of open accounts: 12
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $18.7 million
       Largest monthly drawdown: (11.84)% - (November 2001)
       Worst peak-to-valley drawdown: (11.84)% - (November 2001)
       2002 year-to-date return: 1.49% (1 month)
       2001 annual return: (3.76)% (8 months)
       2000 annual return: (13.12)% (6 months)

                                                                       CAPSULE D

                            CAMPBELL & COMPANY, INC.
                       GLOBAL DIVERSIFIED LARGE PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Global Diversified Large Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1986
       Number of open accounts: 2
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $92.4 million
       Largest monthly drawdown: (9.95)% - (November 2001)
       Worst peak-to-valley drawdown: (9.95)% - (November 2001)
       2002 year-to-date return: (0.86)% (1 month)
       2001 annual return: 5.89%
       2000 annual return: 11.18%
       1999 annual return: 4.57%
       1998 annual return: 12.47%
       1997 annual return: 14.95%

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       87
CAPSULE E

                            CAMPBELL & COMPANY, INC.
                       GLOBAL DIVERSIFIED SMALL PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Global Diversified Small Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: June 1997
       Number of open accounts: 1
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $1.9 million
       Largest monthly drawdown: (12.47)% - (November 2001)
       Worst peak-to-valley drawdown: (12.47)% - (November 2001)
       2002 year-to-date return: 1.75% (1 month)
       2001 annual return: (1.16)%
       2000 annual return: 17.59%
       1999 annual return: 2.51%
       1998 annual return: 17.50%
       1997 annual return: 13.85% (7 months)

                                                                       CAPSULE F

                            CAMPBELL & COMPANY, INC.
                           FOREIGN EXCHANGE PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Foreign Exchange Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: November 1990
       Number of open accounts: 2
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $12.1 million
       Largest monthly drawdown: (7.85)% - February 1998)
       Worst peak-to-valley drawdown: (12.39)% - December 1997-February 1998)
       2002 year-to-date return: (3.22)% (1 month)
       2001 annual return: 15.92%
       2000 annual return: 11.39%
       1999 annual return: 7.19%
       1998 annual return: 4.25%
       1997 annual return: 18.19%

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                       88
CAPSULE G

                            CAMPBELL & COMPANY, INC.
             INTEREST RATES, STOCK INDICES & COMMODITIES PORTFOLIO

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: Interest Rates, Stock Indices & Commodities Portfolio
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: February 1996
       Number of open accounts: 1
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $8.7 million
       Largest monthly drawdown: (16.13)% - (November 2001)
       Worst peak-to-valley drawdown: (19.24)% - (October 2001 - December 2001)
       2002 year-to-date return: 1.54% (1 month)
       2001 annual return: (0.71)%
       2000 annual return: 18.12%
       1999 annual return: 6.85%
       1998 annual return: 27.08%
       1997 annual return: 20.15%

                                                                       CAPSULE H

                            CAMPBELL & COMPANY, INC.
                          THE ARK PORTFOLIO COMPOSITE

       Name of commodity trading advisor: Campbell & Company, Inc.
       Name of program: The Ark Portfolio Composite
       Inception of trading by commodity trading advisor: January 1972
       Inception of trading in program: September 1996
       Number of open accounts: 9
       Aggregate assets overall: $2.643 billion
       Aggregate assets in program: $2.3 million
       Largest monthly drawdown: (11.86)% - (July 1998)
       Worst peak-to-valley drawdown: (13.44)% - (March 2001-June 2001)
       2002 annual return: 1.85% (1 month)
       2001 annual return: (4.35)%
       2000 annual return: 28.86%
       1999 annual return: 28.27%
       1998 annual return: 2.48%
       1997 annual return: 20.49%

* Performance has been calculated using the Fully-Funded Subset method in
  accordance with CFTC guidelines. See the discussion of this method in the
  introduction to the notes following this performance presentation.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

             FOOTNOTES TO CAMPBELL'S CAPSULE PERFORMANCE SUMMARIES

     "Inception of trading by commodity trading advisor" is the date on which
Campbell began trading client accounts.

     "Inception of trading in program" is the date on which Campbell began
trading client accounts pursuant to the program shown.

                                       89
"Number of open accounts" is the number of accounts directed by Campbell
pursuant to the program shown as of January 31, 2002.

     "Aggregate assets overall" is the aggregate amount of assets in
non-proprietary accounts under the management of Campbell as of January 31,
2002.

     "Aggregate assets in program" is the aggregate amount of assets in the
program specified as of January 31, 2002.

     "Drawdown" means losses experienced by the trading program over a specified
period. "Largest monthly drawdown" means greatest percentage decline in net
asset value due to losses sustained by the trading program from the beginning to
the end of a calendar month during the most recent five calendar years (and from
inception to date in the case of Capsule A, A-1, B, and B-1).

     "Worst peak-to-valley drawdown" means greatest cumulative percentage
decline in month-end net asset value of the trading program due to losses
sustained during a period in which the initial month-end net asset value of the
trading program is not equaled or exceeded by a subsequent month-end net asset
value of the trading program during the most recent five calendar years (and
from inception to date in the case of Capsule A, A-1, B, and B-1).

     "Compound annual and year-to-date/period rate of return" presented in the
composite performance capsules are calculated based on the "Fully-Funded-Subset"
method as prescribed by the CFTC. These rates of return are derived by dividing
the sum of the net performance, i.e., the aggregate of net performance for each
of the accounts qualifying for inclusion in the Fully-Funded Subset, by the sum
of the Actual Funds-based beginning NAVs for the Fully-Funded Subset. Returns
are then compounded to arrive at the year-to-date rate of return.

   FOOTNOTES TO CAMPBELL'S CAPSULE A-1 AND CAPSULE B-1 PRO FORMA PERFORMANCE
                                   SUMMARIES

     Capsules A-1 and B-1 above reflect pro forma rates of return, which are the
result of the general partner making certain pro forma adjustments to the past
performance record of client accounts managed pursuant to the Financial, Metal &
Energy Small (Above $5 million) Portfolio and Financial, Metal & Energy Large
Portfolio, respectively, the trading programs to be employed for Charter
Campbell by Campbell. The pro forma adjustments are an attempt approximately to
reflect Charter Campbell's brokerage, management and incentive fees, and
interest income, as opposed to the fees, expenses, and interest income
applicable to the various accounts included in Capsules A and B above.

     Capsules A-1 and B-1 must be read in conjunction with the description of
Campbell and its trading programs above. Furthermore, you must be aware that pro
forma rates of return have certain inherent limitations: (A) pro forma
adjustments are only an approximate means of modifying historical records to
reflect certain aspects of the economic terms of a new commodity pool,
constitute no more than mathematical adjustments to actual performance numbers,
and give no effect whatsoever to such factors as possible changes in trading
approach that might have resulted from the different fee structure, interest
income, leverage, and other factors applicable to Charter Campbell as compared
to Campbell's actual trading; and (B) there are different means by which the pro
forma adjustments could have been made.

     While the general partner believes that the information set forth in
Capsules A-1 and B-1 are relevant to evaluating an investment in Charter
Campbell, no representation is or could be made that the Capsules present what
the results of Charter Campbell would have been in the past or are likely to be
in the future. Past results are not a guarantee of future results.

                                 EXCHANGE RIGHT

     If the conditions described below are satisfied, you may redeem your units
in any partnership as of the last day of any calendar month and use the proceeds
to purchase units of any of the other

                                       90
Charter Series partnerships. However, a Charter Series exchange will only be
permitted as of the sixth month-end after you first became an investor in a
Charter Series partnership, and as of the last day of each month thereafter.
Each unit you purchase in a Charter Series exchange will be issued and sold at a
price per unit equal to 100% of the net asset value of a unit as of the close of
business on the exchange date. Any units you redeem in a Charter Series exchange
will not be subject to a redemption charge. Units you acquire in a Charter
Series exchange will be subject to redemption charges, but will be deemed to
have the same purchase date as the units you exchanged for purposes of
determining the applicability of any redemption charges. Thus, for example, if
you hold units of Charter Graham for twelve months, exchange those units for
units of Charter Millburn, then redeem any of those units fifteen months later,
you will not have to pay a redemption charge, because those units will be deemed
to have been held for 27 months.

     When you request a Charter Series exchange, additional conditions must be
satisfied. First, the partnership from which you are redeeming must have assets
sufficient to discharge its liabilities and redeem units. In order to effect a
Charter Series exchange, you must send a subscription agreement to a Morgan
Stanley branch office, and that agreement must be received by the general
partner at least five business days prior to the applicable exchange date. In
that agreement you must acknowledge that you are still eligible to purchase
units on the exchange date. You must exchange a minimum of 500 units in a
Charter Series exchange into a partnership in which you do not already own
units, unless you are liquidating your entire interest in a partnership.
However, if you already own units in a partnership and would like to exchange
into additional units of that partnership, you must exchange at least 100 units.
A form of subscription agreement is annexed to this prospectus as Exhibit B, and
additional copies of the subscription agreement may be obtained by written
request to the general partner or from a local Morgan Stanley branch office.

     In order to effect a Charter Series exchange, each partnership must have a
sufficient number of units registered and qualified for sale under federal and
applicable state securities laws pursuant to a current prospectus. While the
general partner intends to maintain a sufficient number of registered units to
effect series exchanges, it is under no obligation to do so. Therefore, the
general partner cannot assure you that any units will be available for sale on
an exchange date. Furthermore, states may impose significant burdens on, or
alter the requirements for, qualifying units for sale. In that event, the
general partner may not continue qualifying units for sale in those states, and
residents of those states would not be eligible for a Charter Series exchange.
In addition, certain states may impose more restrictive suitability and/or
investment requirements than those set forth in the form of subscription
agreement. Any such restrictions may limit the ability of residents of those
states to effect a Charter Series exchange. In the event that not all
subscription agreements can be processed because an insufficient number of units
is available for sale on an exchange date, the general partner will allocate
units in a manner it determines in its sole discretion. The general partner has
not yet determined how it will allocate units in the event there are an
insufficient number of units available on an exchange date.

     Units of any new partnership in the Charter Series may be offered to
investors pursuant to exercise of the Charter Series exchange right. Before
purchasing units of a new partnership, you will be required to receive a copy of
a prospectus and any supplement to this prospectus describing the new
partnership and its units, and you will be required to execute a new
subscription agreement to purchase units of that partnership.

     Since a Charter Series exchange is equivalent to a redemption and an
immediate reinvestment of the proceeds of the redemption, you should carefully
review the portions of this prospectus describing redemptions and the tax
consequences before effecting a Charter Series exchange.

                                  REDEMPTIONS

     Once you are an investor in a Charter Series partnership for at least six
months, you may redeem all or part of your units, regardless of when such units
were purchased. Redemptions may

                                       91
only be made in whole units, with a minimum of 100 units required for each
redemption, unless you are redeeming your entire interest in a partnership. The
general partner will redeem your units in the order in which they were
purchased.

     Redemptions will only be effective as of the last day of the month in which
a request for redemption in proper form has been timely received by the general
partner. A "request for redemption" is a letter in the form specified by the
general partner that must be sent by you to a local Morgan Stanley branch office
and received by the general partner at least five business days prior to the
redemption date. A form of request for redemption is annexed to the limited
partnership agreement, which agreement is annexed to this prospectus as Exhibit
A. Additional copies of the request for redemption may be obtained by written
request to the general partner or a local Morgan Stanley branch office.

     If you redeem units, you will receive 100% of the net asset value of each
unit redeemed as of the redemption date, less any applicable redemption charges.
The "net asset value" of a unit is an amount equal to the partnership's net
assets allocated to capital accounts represented by units, divided by the number
of units outstanding. "Net Assets" means the total assets of a partnership,
including all cash and cash equivalents (valued at cost), accrued interest and
amortization of original issue discount, and the market value of all open
futures, forwards, and options positions and other assets of the partnership,
less the total liabilities of the partnership, including, but not limited to,
all brokerage, management, and incentive fees, and ordinary administrative
expenses, transaction fees and costs, if any, and extraordinary expenses,
determined in accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting. The market value of
a futures contract traded on a U.S. exchange means the settlement price on the
exchange on which that futures contract is traded on the day net assets are
being determined. However, if a futures contract could not have been liquidated
on that day because of the operation of daily limits or other rules of the
exchange or otherwise, the settlement price on the first subsequent day on which
the futures contract could be liquidated will be the market value of that
futures contract for that day. The market value of a forward contract or a
futures contract traded on a foreign exchange or market means its market value
as determined by the general partner on a basis consistently applied for each
different variety of forward contract or futures contract.

     If you redeem units on or prior to the last day of the twelfth month from
the date of their purchase, those units will be subject to a redemption charge
equal to 2% of their net asset value on the redemption date. If you redeem units
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 their purchase, those units will be subject
to a redemption charge equal to 1% of their net asset value on the redemption
date. If you redeem units after the last day of the twenty-fourth month from the
date of purchase, those units will not be subject to a redemption charge. All
redemption charges will be paid to Morgan Stanley DW and will not be shared with
the financial advisor or additional selling agent who sold the units.

     Your units will be exempt from redemption charges under the following
circumstances:

     * If you redeem units at the first redemption date following notice of an
       increase in brokerage, management, or incentive fees, those units will
       not be subject to redemption charges.

     * If you redeem units in a Charter Series exchange, the units you redeem
       will not be subject to redemption charges and, for purposes of
       determining the applicability of future redemption charges, the units you
       acquire will be deemed to have the same purchase date as the units you
       exchanged.

     * If you redeem units of any other partnerships for which Demeter serves as
       the general partner, the units you redeem from the other limited
       partnership in the exchange will be

                                       92
subject to any applicable redemption charges, but the Charter Series
       units you acquire will not be subject to redemption charges.

     * If you redeem units and have either paid a redemption charge with respect
       to the units or held the units for at least twenty-four months, you will
       not be subject to redemption charges with respect to any newly-purchased
       units, provided the new units are purchased within twelve months of and
       in an amount no greater than the net proceeds of the prior redemption,
       and the units are held for at least six months from the date of purchase.
       In that event, you will still be subject to the minimum purchase and
       suitability requirements.

     The general partner will endeavor to pay redemptions within ten business
days after the redemption date. A partnership may be forced to liquidate open
futures, forwards, and options positions to satisfy redemptions in the event it
does not have sufficient cash on hand that is not required as margin on open
positions. SEE "RISK FACTORS--PARTNERSHIP AND OFFERING RISKS--RESTRICTED
INVESTMENT LIQUIDITY IN THE UNITS" ON PAGE * . When you redeem units, payment
will be made by credit to your customer account with Morgan Stanley DW, or by
check mailed to you if your account is closed. Your right to redeem units is
contingent upon the redeeming partnership having assets sufficient to discharge
its liabilities on the redemption date, and timely receipt by the general
partner of your request for redemption as described above.

     The terms and conditions applicable to redemptions in general, other than
those prohibiting redemptions before the sixth month-end following the closing
at which you first became an investor in a Charter Series partnership, and
providing that redemptions may only be made as of the end of a calendar month,
will also apply to redemptions effected on "special redemption dates." See "The
Limited Partnership Agreements--Books and Records; Reports to Limited Partners"
on page * .

                             THE COMMODITY BROKERS

MORGAN STANLEY DW INC., MORGAN STANLEY & CO. INCORPORATED, AND MORGAN STANLEY &
CO. INTERNATIONAL LIMITED

     Morgan Stanley DW Inc., a Delaware corporation, acts as the partnerships'
non-clearing commodity broker. Morgan Stanley DW, as the non-clearing commodity
broker, holds each partnership's funds in customer segregated or secured
accounts, and provides all required margin funds to the clearing commodity
brokers. Morgan Stanley & Co. Incorporated, a Delaware corporation, acts as the
partnerships' clearing commodity broker and foreign currency forward
counterparty, and Morgan Stanley & Co. International Limited serves as the
clearing commodity broker for trades that take place on the London Metal
Exchange. Morgan Stanley DW monitors each partnership's futures positions that
the clearing commodity brokers report they are carrying for any errors in trade
prices or trade fill. Morgan Stanley DW also serves as the non-clearing
commodity broker for all, and Morgan Stanley serves as the clearing commodity
broker and foreign exchange counterparty for all but one, of the other commodity
pools for which Demeter serves as general partner and commodity pool operator.
Morgan Stanley International serves as the clearing commodity broker for the
trades of such pools that take place on the London Metal Exchange.

     Morgan Stanley DW is a financial services company which provides to its
individual, corporate, and institutional clients services as a broker in
securities, futures, and options, a dealer in corporate, municipal and
government securities, an investment adviser, and an agent in the sale of life
insurance and various other products and services. Morgan Stanley DW has its
main business office at 1585 Broadway, New York, New York 10036. Morgan Stanley
DW is a member firm of the New York Stock Exchange, the American Stock Exchange,
the Chicago Board Options Exchange, and other major securities exchanges. Morgan
Stanley DW is registered with the CFTC as a futures commission merchant and is a
member of the National Futures Association in such capacity. Morgan Stanley DW
is also registered with the SEC as a broker-dealer and is a member of the NASD.
Morgan Stanley DW is currently servicing its clients through a network of

                                       93
approximately 700 offices nationwide with approximately 15,000 financial
advisors servicing individual and institutional client accounts.

     Morgan Stanley & Co. Incorporated is the clearing commodity broker for all
trades for the partnerships, other than for those trades on the London Metal
Exchange. Morgan Stanley has its main business office at 1585 Broadway, New
York, New York 10036. Morgan Stanley is registered as a futures commission
merchant, is a member of the National Futures Association, and is a member of
most major U.S. and foreign commodity exchanges. Morgan Stanley is registered
with the SEC as a broker-dealer and is a member of the NASD.

     Morgan Stanley International, a United Kingdom corporation, acts as the
partnerships' clearing commodity broker solely with regard to any trading on the
London Metal Exchange. Morgan Stanley International has its main business office
at 25 Cabot Square, Canary Wharf, London E14 4QA, England, is regulated by the
United Kingdom Securities and Futures Authority as a member firm, and is a
member of the London Metal Exchange and other securities and commodities
exchanges worldwide.

     Morgan Stanley Dean Witter & Co., the parent company of Morgan Stanley DW,
Morgan Stanley, and Morgan Stanley International, is a worldwide financial
services firm, employing, directly and through its subsidiaries, more than
45,000 people worldwide in offices throughout the United States and 20 foreign
countries. Morgan Stanley Dean Witter & Co. is a publicly-traded company listed
on the New York Stock Exchange; its common stock had a market value of
approximately $61 billion at January 28, 2002. At that date, Morgan Stanley Dean
Witter & Co. had leading market positions in its three primary businesses
(securities, asset management and credit services), and it ranked among the top
asset managers globally, with over $500 billion in assets under management.

BROKERAGE ARRANGEMENTS

     The partnerships' brokerage arrangements with Morgan Stanley DW, Morgan
Stanley, and Morgan Stanley International are discussed in "Conflicts of
Interest--The brokerage arrangements with affiliates of the general partner were
not negotiated at arm's-length or reviewed by any independent party for
fairness" on page * , "--Customer agreements with the commodity brokers permit
actions which could result in losses or lost profit opportunity" on page * , and
"Description of Charges--Commodity Brokers" on page * .

     The general partner will review at least annually the brokerage
arrangements of each partnership to ensure that those arrangements are fair,
reasonable, and competitive, and represent the best price and services
available, taking into consideration:

     * the size of the partnership;

     * the futures, forwards, and options trading activity;

     * the services provided by the commodity broker or any affiliate thereof to
       the partnership;

     * the cost incurred by the commodity broker or its affiliates in organizing
       and operating the partnership and offering units;

     * the overall costs to the partnership;

     * any excess interest and compensating balance benefits to the commodity
       broker from assets held thereby; and

     * if the general partner does not receive any direct compensation from the
       partnership for its services as general partner, the risks incurred by
       the general partner as general partner of the partnership.

                                       94
Each customer agreement sets forth a standard of liability for the
commodity broker and provides for indemnities of the commodity broker. See
"Fiduciary Responsibility and Liability" on page * .

                                   LITIGATION

     At any given time, the commodity brokers are involved in numerous legal
actions, some of which seek significant damages.

     On January 11, 1999, the SEC brought an action against 28 NASDAQ market
makers, including Morgan Stanley, and 51 individuals, including one current and
one former trader employed by Morgan Stanley, for certain conduct during 1994.
The core of the charges against Morgan Stanley concerns improper or undisclosed
coordination of price quotes with other broker-dealers and related reporting,
recordkeeping, and supervisory deficiencies in violation of Sections
15(b)(4)(E), 15(c)(1) and (2) and 17(a) of the Securities Exchange Act and Rules
15c1-2, 15c2-7 and 17a-3 promulgated thereunder. Without admitting or denying
the charges, Morgan Stanley consented to the entry of a cease and desist order
and to the payment of a civil penalty of $350,000, disgorgement of $4,170, and
to submit certain of its procedures to an independent consultant for review. In
addition, one current and one former trader employed by Morgan Stanley accepted
suspensions of less than two months each and were fined $25,000 and $30,000,
respectively.

     On April 6, 2000, Morgan Stanley, along with 16 other firms, entered into
an industry-wide settlement with the SEC, IRS and the Department of Justice
(intervening on behalf of a qui tam plaintiff) to resolve litigation and
investigations relating to "yield burning" allegations. At the core of the
"yield burning" litigation and investigations were allegations that, from 1990
to 1994, escrow providers excessively marked up securities sold to escrow
accounts in connection with advance refunding transactions on behalf of
municipal bond issuers. The practice was alleged to benefit the escrow provider
to the detriment of either the United States Treasury or the municipal issuer.
The industry-wide settlement required 17 firms to pay a total of over $139
million (over $120 million to the United States Treasury and over $18 million
directly to municipal issuers). Without admitting or denying any wrongdoing,
Morgan Stanley consented to the entry of an order directing that it cease and
desist from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of
1933 and requiring it to pay $2.45 million to the United States Treasury. No
payment to municipal issuers was required.

     On August 21, 2001 without admitting or denying any violation, Morgan
Stanley & Co. Incorporated consented to the entry of a conclusion that: the
Chicago Board of Trade Business Conduct Committee had reason to believe that the
firm had violated regulation 9B.11 by virtue of regulation 9B.07, in that Morgan
Stanley employees entered orders into the a/c/e trading platform without
inputting their own user ids; and regulation 480.10, in that Morgan Stanley
failed to ensure compliance by its employees with exchange regulation 9B.11. In
addition, Morgan Stanley paid a $20,000 fine to the Chicago Board of Trade.

     During the five years preceding the date of this prospectus, other than as
described above, there have been no material criminal, civil, or administrative
actions pending, on appeal or concluded against the commodity brokers, the
general partner, or any of their principals, which the general partner believes
would be material to an investor's decision to invest in the partnerships.

                       THE LIMITED PARTNERSHIP AGREEMENTS

     This section of the prospectus summarizes all material provisions of the
limited partnership agreement of each partnership that are not discussed
elsewhere in the prospectus. A form of the limited partnership agreements is
annexed to this prospectus as Exhibit A. Each limited partnership agreement is
identical, except as noted otherwise below or in Exhibit A.

                                       95
NATURE OF THE PARTNERSHIPS

     Each partnership was formed under Delaware law on July 15, 1998, except
that Charter MSFCM was formed on October 22, 1993 and Charter Campbell was
formed on March 26, 2002. The fiscal year of each partnership begins on January
1 of each year and ends on the following December 31.

     The units that you purchase and pay for in this offering will be fully paid
and nonassessable. You may be liable to a partnership for liabilities that arose
before the date of a redemption or Charter Series exchange. Your liability,
however, will not exceed the sum of your unredeemed capital contribution,
undistributed profits, if any, any distributions and amounts received upon a
redemption or deemed received on a Charter Series exchange, together with
interest on any such amount. However, a partnership will not make a claim
against you for any amounts received in connection with a redemption of units or
a Charter Series exchange unless the net assets of the partnership are
insufficient to discharge the liabilities of the partnership that arose before
any distributions were made to you. The general partner will be liable for all
obligations of a partnership to the extent that assets of the partnership are
insufficient to pay those obligations.

MANAGEMENT OF PARTNERSHIP AFFAIRS

     You will not participate in the management or operations of a partnership.
Under each limited partnership agreement, the general partner is solely
responsible for managing the partnership.

     The general partner may use a partnership's funds only to operate the
business of that partnership. The general partner may hire an affiliate to
perform services for the partnership if the general partner determines that the
affiliate is qualified to perform the services, and can perform those services
under competitive terms that are fair and reasonable. Any agreement with an
affiliate must be for a term not in excess of one year and be terminable by the
partnership without penalty upon 60 days' prior written notice.

     Other responsibilities of the general partner include:

     *  determining whether a partnership will make a distribution;

     *  administering redemptions and series exchanges;

     *  preparing monthly and annual reports;

     *  preparing and filing tax returns required for each partnership;

     *  signing documents on behalf of each partnership and its limited partners
        pursuant to powers of attorney; and

     *  supervising the liquidation of a partnership, if necessary.

SHARING OF PROFITS AND LOSSES

     You will have a capital account in each partnership in which you invest,
with an initial balance equal to the amount you paid for units of the
partnership. The general partner also has a capital account. Each partnership's
net assets will be calculated monthly, and your capital account will be adjusted
as necessary to reflect any increases or decreases that may have occurred since
the preceding month. The general partner and limited partners will share profits
and losses in proportion to the size of their respective capital accounts. For a
description of the federal tax allocations, see "Material Federal Income Tax
Considerations--Partnership Taxation--Allocation of Partnership Profits and
Losses" on page * .

                                       96
RESTRICTIONS ON TRANSFERS OR ASSIGNMENTS

     While you may transfer or assign your units, the transferee or assignee may
not become a limited partner without the written consent of the general partner.
You may only withdraw capital or profits from a partnership by redeeming units.
The general partner may withdraw any portion of its interest in a partnership
that exceeds the amount required under the limited partnership agreement without
prior notice to or consent of the limited partners. In addition, the general
partner may withdraw or assign its entire interest in a partnership if it gives
120 days' prior written notice to the limited partners. If a majority of limited
partners elect a new general partner or partners to continue the business of the
partnership, the withdrawing general partner must pay all reasonable expenses
incurred by the partnership in connection with its withdrawal.

     Any transfer or assignment of units by you will take effect at the end of
the month in which the transfer or assignment is made, subject to the following
conditions. A partnership is not required to recognize a transfer or assignment
until it has received at least 30 days' prior written notice from the limited
partner. The notice must be signed by the limited partner and include the
address and social security or taxpayer identification number of the transferee
or assignee and the number of units transferred or assigned. A transfer or
assignment of less than all units held by you cannot occur if as a result either
party to the transfer or assignment would own fewer than the minimum number of
units required for an investment in the partnership (subject to certain
exceptions relating to gifts, death, divorce, or transfers to family members or
affiliates). The general partner will not permit a transfer or assignment of
units unless it is satisfied that the transfer or assignment would not be in
violation of Delaware law or applicable federal, state, or foreign securities
laws; and notwithstanding such transfer or assignment, the partnership will
continue to be classified as a partnership rather than as an association taxable
as a corporation under the Internal Revenue Code of 1986, as amended. No
transfer or assignment of units will be effective or recognized by a partnership
if the transfer or assignment would result in the termination of that
partnership for federal income tax purposes, and any attempt to transfer or
assign units in violation of the limited partnership agreement will be
ineffective. The limited partner must pay all costs, including any attorneys'
and accountants' fees, related to a transfer or assignment.

AMENDMENTS; MEETINGS

     Each limited partnership agreement may be amended by the general partner
and by limited partners owning more than 50% of the units of that partnership.
In addition, the general partner may make certain amendments to a limited
partnership agreement without the consent of the limited partners, including any
amendment that is not adverse to the limited partners or is required by the
staff of the SEC, the CFTC, any other federal agency, any state "Blue Sky"
official, or other governmental official, or to comply with applicable law.
However, no amendment may be made to a limited partnership agreement without the
consent of all partners affected if that amendment would reduce the capital
account of any partner, modify the percentage of profits, losses, or
distributions to which any partner is entitled, or change or alter the
provisions of the limited partnership agreement relating to amendments requiring
the consent of all partners.

     Upon written request to the general partner delivered either in person or
by certified mail, you or your authorized attorney or agent may obtain a list of
the names and addresses of, and units owned by, all limited partners in your
partnership, provided that you pay reasonable duplicating and postage costs.
Limited partners owning at least 10% of the units of a partnership may request a
meeting to consider any matter upon which limited partners may vote. Upon
receipt of such a request, the general partner must call a meeting of that
partnership, by written notice sent by certified mail or delivered in person
within 15 days of the request. The meeting must be held at least 30 but not more
than 60 days after the mailing by the general partner of notice of the meeting.
The notice must specify the date, a reasonable place and time, and the purpose
of the meeting.

                                       97
At any meeting of the limited partners, the following actions may be taken
upon the affirmative vote of limited partners owning more than 50% of the units:

     * amend the limited partnership agreement;

     * dissolve the partnership;

     * remove and replace the general partner;

     * elect a new general partner or general partners if the general partner
       terminates or liquidates or elects to withdraw from the partnership, or
       becomes insolvent, bankrupt or is dissolved;

     * terminate any contract with the general partner or any of its affiliates
       on 60 days' prior written notice; and

     * approve the sale of all or substantially all of the assets of the
       partnership.

     Any of the foregoing actions may also be taken by limited partners without
a meeting, without prior notice, and without a vote, by means of written
consents signed by limited partners owning the required number of units. Notice
of any actions taken by written consent must be given to non-consenting limited
partners within seven business days.

BOOKS AND RECORDS; REPORTS TO LIMITED PARTNERS

     The books and records of each partnership are maintained at its principal
office for at least five years. You or your authorized attorney or agent will
have the right during normal business hours to inspect and copy the books and
records of each partnership of which you are a limited partner. Alternatively,
you may request that copies of the books and records be sent to you, provided
that you pay all reasonable reproduction and distribution costs. The partnership
will retain copies of subscription documentation in connection with purchases
and exchanges of units for at least six years.

     Within 30 days after the close of each calendar month, the general partner
will provide such financial and other information with respect to each
partnership as the CFTC and National Futures Association require, together with
information concerning any material change in the brokerage commissions or fees
payable by the partnerships to any commodity broker. You will also receive
within 90 days after the close of each fiscal year an annual report containing
audited financial statements for the partnerships. Annual reports will provide a
detailed statement of any transactions with the general partner or its
affiliates and of fees, commissions, and any compensation paid or accrued to the
general partner or its affiliates. By March 15 of each year, the partnership
will send you the tax information necessary for you to prepare your federal
income tax return. The net asset value of each partnership's units, which is
estimated daily by the general partner, will be promptly supplied to you upon
written request.

     A written notice, including a description of limited partners' redemption
and voting rights, will be mailed to the limited partners of a partnership
within seven business days if any of the following events occur:

     * the net asset value of a unit decreases by at least 50% from the net
       asset value of that unit as of the end of the immediately preceding
       month;

     * the limited partnership agreement is materially amended;

     * there is any change in trading advisors or any material change in a
       management agreement.

     * there is any change in commodity brokers or any material change in the
       compensation arrangements with a commodity broker;

     * there is any change in general partners or any material change in the
       compensation arrangements with a general partner;

                                       98
* there is any change in the partnership's fiscal year;

     * there is any material change in the partnership's trading policies as
       specified in the limited partnership agreement; or

     * the partnership ceases to trade futures, forwards, and options.

     If you receive a notice as to a 50% decrease in net asset value per unit,
that notice will also advise you that a "special redemption date" will take
place when limited partners may redeem their units in the same manner as
described under "Redemptions" on page * for regular redemption dates. Further,
following the close of business on the date of the 50% decrease giving rise to
that notice, the partnership will liquidate all existing positions as promptly
as reasonably practicable, and will suspend all futures, forwards, and options
trading through the special redemption date. The general partner will then
determine whether to reinstitute futures, forwards, and options trading or to
terminate the partnership.

     In addition, subject to limits imposed under certain state guidelines
incorporated in the limited partnership agreements, no increase in any of the
management, incentive, or brokerage fees payable by the partnerships, or any of
the caps on fees, may take effect until the first business day following a
redemption date. In the event of such an increase:

     * notice of the increase will be mailed to limited partners at least five
       business days prior to the last date on which a "request for redemption"
       must be received by the general partner with respect to the applicable
       redemption date;

     * the notice will describe the redemption and voting rights of limited
       partners; and

     * units redeemed at the first redemption date following the notice will not
       be subject to any redemption charges.

     Each limited partner expressly agrees that in the event of his death, he
waives on behalf of himself and his estate the furnishing of any inventory,
accounting, or appraisal of the assets of the partnership and any right to an
audit or examination of the books of the partnership.

                              PLAN OF DISTRIBUTION
GENERAL

     Morgan Stanley DW is offering units pursuant to a selling agreement with
the partnerships and the general partner. With the approval of the general
partner, Morgan Stanley DW may appoint additional selling agents to make offers
and sales of the units. These additional selling agents may include any
securities broker or dealer which is a member in good standing of the NASD, as
well as any foreign bank, dealer, institution or person ineligible for
membership in the NASD that agrees not to make any offers or sales of units
within the U.S. or its territories, possessions, or areas subject to its
jurisdiction, or to U.S. citizens or residents. Any such non-NASD member must
also agree to comply with applicable provisions of the Conduct Rules of the NASD
in making offers and sales of units.

     Morgan Stanley DW is offering the units on a "best efforts" basis without
any agreement by Morgan Stanley DW to purchase units. The general partner may in
the future register additional units of any partnership with the SEC. There is
no maximum amount of funds which may be contributed to a partnership. The
general partner may in the future subdivide or combine outstanding units of any
partnership, in its discretion, provided that any subdivision or combination
will not affect the net asset value of any limited partner's interest in the
partnership.

     Each partnership has agreed to indemnify its trading advisors in connection
with the offer and sale of units of any partnership with respect to any
misleading or untrue statement or alleged misleading or untrue statement of a
material fact or material omission or alleged omission unrelated to its trading
advisor. Each partnership has also agreed to indemnify Morgan Stanley

                                       99
DW, the general partner and any additional sellers in connection with the offer
and sale of units. See "Fiduciary Responsibility and Liability" on page * .

INITIAL OFFERING OF CHARTER CAMPBELL

     Units of Charter Campbell are being offered for sale at $10 per unit at its
initial closing, which is currently scheduled to be held as of *, 2002. After
the initial closing, unsold units will be sold in the continuing offering
with units of the other partnerships as described below.

     The period from the date of this prospectus through * , 2002 is the initial
offering period for Charter Campbell. The initial offering period, however, may
be extended to * , 2002, in the sole discretion of the general partner. In order
for Charter Campbell to commence trading operations, the general partner must
receive and accept subscriptions for at least 500,000 units during the initial
offering period. If less than 500,000 units of Charter Campbell are subscribed
for during the initial offering period, the offering will terminate and each
subscriber's Morgan Stanley DW customer account will be credited for the full
subscription amount, with interest, within five business days. The general
partner, the commodity brokers, any additional sellers, and the trading
advisors, and their respective affiliates may, but are not required to,
subscribe for units in Charter Campbell. Units subscribed for by such entities
will be counted for purposes of determining whether the 500,000 unit minimum
subscription requirement has been satisfied. However, units subscribed for by
such entities during the initial offering period will be for investment purposes
only and not with a view towards redistribution, and may not be redeemed for a
period of two years after the initial closing if the partnership would not have
the minimum $5,000,000 in net assets remaining immediately following the
redemption.

CONTINUING OFFERING

     Units of each partnership are being offered for sale at monthly closings
held on the last day of each month. Units will be offered and sold at the net
asset value of a unit of the partnership on the date of the monthly closing. The
sale amount will be delivered to the partnership that sold the unit.

ESCROW ARRANGEMENTS

     During the continuing offering if your subscription is not immediately
rejected by the general partner, your subscription funds will be transferred to,
and held in escrow by, The Chase Manhattan Bank, New York, New York. The
subscription funds held in escrow will be invested in the escrow agent's
interest-bearing money market account, and will earn the interest rate then paid
by the bank on that account. If the general partner accepts your subscription,
at the applicable month-end closing the escrow agent will pay your subscription
funds to the appropriate partnership and pay any interest earned on those funds
to Morgan Stanley DW. Morgan Stanley DW in turn will credit your Morgan Stanley
DW customer account with the interest. If the general partner rejects your
subscription, the escrow agent will promptly pay the rejected subscription funds
and any interest earned to Morgan Stanley DW, and Morgan Stanley DW will then
credit your Morgan Stanley DW customer account with those amounts, and the funds
will be immediately available for investment or withdrawal. If you closed your
Morgan Stanley DW customer account, any subscription returned and interest
earned will be paid by check. Interest will be earned on subscription funds from
the day of deposit with the escrow agent to the day that funds are either paid
to the appropriate partnerships in the case of accepted subscriptions or paid to
Morgan Stanley DW in the case of rejected subscriptions. At all times during the
continuing offering, and prior to each monthly closing, subscription funds will
be in the possession of the escrow agent, and at no time will the general
partner hold or take possession of the funds.

                                      100
COMPENSATION TO MORGAN STANLEY DW EMPLOYEES AND ADDITIONAL SELLING AGENTS

     In the case of units purchased for cash, qualified employees of Morgan
Stanley DW have the option to receive from Morgan Stanley DW (payable solely
from its own funds) a gross sales credit equal to 4% of the net asset value per
unit as of the monthly closing for each unit sold by them and issued at the
monthly closing, plus a gross sales credit of up to 71% of the brokerage fees
received by Morgan Stanley DW from the partnership each month that are
attributable to outstanding units sold by them, commencing with the fifteenth
month after the monthly closing at which a unit is issued. Alternatively,
qualified employees of Morgan Stanley DW may forego the initial sales credit of
4% of the net asset value per unit and immediately commence receiving a gross
sales credit of up to 71% of the brokerage fees received by Morgan Stanley DW
from the partnership each month that are attributable to outstanding units sold
by them.

     In the case of units purchased pursuant to a Charter Series exchange or
non-Charter Series exchange, qualified employees of Morgan Stanley DW will not
receive the initial gross sales credit of 4%. However, in the case of a Charter
Series exchange or non-Charter Series exchange, Morgan Stanley DW employees will
receive a gross sales credit of up to 71% of the brokerage fees received by
Morgan Stanley DW from the partnership each month that are attributable to such
outstanding units, as follows:

     * in the case of a Charter Series exchange where the Morgan Stanley DW
       employee elected to receive the initial gross sales credit of 4% in
       connection with the initial purchase of the units redeemed, the Morgan
       Stanley DW employee will receive the monthly gross sales credit
       commencing with the fifteenth month after the date the units being
       redeemed were purchased; and

     * in the case of a Charter Series exchange where the Morgan Stanley DW
       employee elected not to receive the initial gross sales credit of 4% in
       connection with the initial purchase of the units redeemed, or in the
       case of a non-Charter Series exchange, the Morgan Stanley DW employee
       will receive the monthly gross sales credit commencing with the first
       month after the units are issued.

     In all cases, qualified Morgan Stanley DW employees will receive continuing
compensation until the applicable partnership terminates or the unit is
redeemed, whichever comes first.

     No part of this compensation will be paid by a partnership and,
accordingly, net assets will not be reduced as a result of such compensation.

     Each person receiving continuing compensation must be a Morgan Stanley DW
employee at the time of receipt of payment and must be registered as an
associated person with the CFTC and be a member of the National Futures
Association in such capacity only after either having passed the Series 3 or
Series 31 examination or having been "grandfathered" as an associated person
qualified to do commodity brokerage under the Commodity Exchange Act and the
CFTC's regulations. These employees must also perform additional services,
including:

     * inquiring of the general partner from time to time, at the request of
       limited partners, as to the net asset value of each partnership's units;

     * inquiring of the general partner, at the request of limited partners,
       regarding the futures, forwards, and options markets and the activities
       of the partnerships;

     * responding to questions of limited partners with respect to the monthly
       account statements, annual reports, financial statements and annual tax
       information furnished periodically to limited partners;

     * providing advice to limited partners as to when and whether to make
       additional investments or to redeem or exchange units;

     * assisting limited partners in the redemption or exchange of units; and

                                      101
* providing such other services as limited partners from time to time may
       reasonably request.

     The additional compensation paid by Morgan Stanley DW may be deemed to be
underwriting compensation. In addition, certain officers and directors of the
general partner may receive compensation as employees of Morgan Stanley DW
based, in part, on the amount of brokerage fees paid by the partnerships to
Morgan Stanley DW. The selling agreement among Morgan Stanley DW, the general
partner, and the partnerships provides that such compensation may only be paid
by Morgan Stanley DW as long as these services are provided. Any limited partner
may telephone, write or visit a financial advisor at a Morgan Stanley branch
office to avail himself of these services.

     Morgan Stanley DW may at any time implement cash sales incentive and/or
promotional programs for its employees who sell units. These programs will
provide for Morgan Stanley DW, and not any partnership or the general partner,
to pay Morgan Stanley DW's employees bonus compensation based on sales of units.
Any sales or promotional program will be approved by the NASD prior to its
start.

     The aggregate of all compensation paid to employees of Morgan Stanley DW
from the initial 4% gross sales credit, the redemption charges received by
Morgan Stanley DW, and any sales incentives will not exceed 10% of the proceeds
of the sale of units.

     Morgan Stanley DW may compensate any qualified additional selling agent for
each unit sold by it by paying a selling commission, from Morgan Stanley DW's
own funds, as determined by Morgan Stanley DW and the additional selling agent,
but not to exceed 4% of the net asset value of the unit sold. Additional selling
agents who are properly registered as futures commission merchants or
introducing brokers with the CFTC and are members of the National Futures
Association in such capacity may also receive from Morgan Stanley DW, payable
from Morgan Stanley DW's own funds, continuing compensation for providing to
limited partners the continuing services described above. This additional
compensation paid by Morgan Stanley DW may be up to 35% of the brokerage fees
generated by outstanding units sold by additional selling agents and received by
Morgan Stanley DW as commodity broker for the partnership (except for employees
of affiliates of Morgan Stanley DW, who will be compensated at the same rate as
employees of Morgan Stanley DW). Additional selling agents may pay all or a
portion of this additional compensation to their employees who have sold units
and provide continuing services to limited partners if the employees are
properly registered with the CFTC and are members of the National Futures
Association. Additional compensation paid by Morgan Stanley DW may be deemed to
be underwriting compensation.

                             SUBSCRIPTION PROCEDURE

     The minimum subscription for most subscribers is $20,000. However, in the
case of eligible subscribers purchasing units pursuant to a non-Charter Series
exchange, the $20,000 minimum subscription will be satisfied if the proceeds of
the redemption of the units redeemed would have equaled at least $20,000 as of
the last day of the month immediately preceding the closing at which the units
are purchased, irrespective of whether the actual proceeds from such redemption
are less than $20,000 when the units are redeemed. You may subscribe for units
of one partnership, or you may divide your investment among any of the
partnerships, provided that the minimum subscription for any one partnership is:

     * in the case of a cash purchase, $5,000;

     * in the case of a non-Charter Series exchange, the proceeds from the
       redemption of five units from commodity pools other than the Spectrum
       Series of partnerships, or 500 units from one, or any combination, of the
       Spectrum Series of partnerships.

     If you already own units in a partnership and you wish to make an
additional investment in that partnership, you may subscribe for additional
units at a monthly closing with a minimum investment of:

                                      102
* in the case of a cash purchase, $1,000;

     * in the case of a non-Charter Series exchange, the proceeds from the
       redemption of one unit from commodity pools other than the Spectrum
       Series of partnerships, or 100 units from one, or any combination, of the
       Spectrum Series of partnerships.

     In order to make your first purchase of units of a partnership, other than
by means of an exchange, you must complete, sign, and deliver to Morgan Stanley
DW a subscription agreement which will authorize the general partner and Morgan
Stanley DW to transfer the full subscription amount from your Morgan Stanley DW
customer account to the partnerships' Escrow Account. If your subscription
agreement is received by Morgan Stanley DW and not immediately rejected, you
must have the appropriate amount in your Morgan Stanley DW customer account on
the first business day following the date that your subscription agreement is
received by Morgan Stanley DW. Morgan Stanley DW will deduct the subscription
amount from your customer account and transfer funds into escrow with the escrow
agent on that date. If you do not have a Morgan Stanley DW customer account or
an account with an affiliate of Morgan Stanley DW, or do not have sufficient
funds in your existing Morgan Stanley DW customer account, you should make
appropriate arrangements with your Morgan Stanley financial advisor, or contact
your local Morgan Stanley branch office. Do not mail any payment to the general
partner, as it will be returned to you for proper placement with the Morgan
Stanley branch office where your account is maintained.

     In the case of a Charter Series exchange or a non-Charter Series exchange,
you must complete, sign, and deliver to your Morgan Stanley financial advisor a
subscription agreement, which will authorize the general partner to redeem all
or a portion of your interest in a partnership or another commodity pool for
which the general partner serves as general partner and commodity pool operator,
subject to terms of the applicable limited partnership agreement, and to use the
proceeds, after deducting any applicable redemption charges, to purchase units
in one or more of the partnerships.

     In accordance with an NASD rule, Morgan Stanley DW will not subscribe for
units on your behalf if it has discretionary authority over your customer
account, unless it gets prior written approval from you.

     If you subscribe by check, units will be issued subject to the collection
of the funds represented by the check. If your check is returned unpaid, Morgan
Stanley DW will notify the general partner, and the relevant partnership will
cancel the units issued to you represented by the check. Any losses or profits
sustained by the partnership allocable to the cancelled units will be allocated
among the remaining partners. In the limited partnership agreements, each
limited partner agrees to reimburse a partnership for any expense or loss
(including any trading loss) incurred in connection with the issuance and
cancellation of any units issued to the limited partner.

     Subscriptions for units are generally irrevocable by subscribers. However,
you may revoke your subscription agreement and receive a full refund of the
subscription amount and any accrued interest, or revoke the redemption of units
in the other commodity pool in the case of an exchange, within five business
days after execution of the subscription agreement or no later than 3:00 P.M.,
New York City time, on the date of the applicable monthly closing, whichever
comes first, by delivering written notice to your Morgan Stanley financial
advisor. There may be other rescission rights under applicable federal and state
securities laws. The general partner may reject any subscription, in whole or in
part, in its sole discretion.

     A sample form of the subscription agreement is annexed to this prospectus
as Exhibit B. A separate copy of the subscription agreement accompanies this
prospectus or you may obtain one, after delivery of this prospectus, from a
local Morgan Stanley branch office. You will not receive any certificate
evidencing units, but you will be sent confirmations of purchases in Morgan
Stanley DW's customary form.

                                      103
Once you are an investor in a partnership, you may make additional cash
purchases of units of that partnership without executing a new subscription
agreement by completing a subscription agreement update form, a sample of which
is annexed to this prospectus as Exhibit C, and by contacting your Morgan
Stanley financial advisor and authorizing your financial advisor to deduct the
additional amount you want to invest from your Morgan Stanley DW customer
account. Those amounts will be held in escrow and applied towards the purchase
of units in the same manner as initial purchases described above. However, if a
new prospectus has been issued since the date of your original subscription
agreement you will be required to complete a new subscription update form.
Further, your Morgan Stanley financial advisor will be required to confirm to
the general partner that the information you provided, and the representations
and warranties you made, in your original subscription agreement, including, in
particular, that you satisfy applicable minimum financial suitability
requirements, are still true and correct. You may not use the subscription
procedure described in this paragraph to purchase additional units in a
partnership by way of an exchange or to purchase units of a partnership in which
you are not currently an investor; in either of those cases, you must execute a
new subscription agreement.

          PURCHASES BY EMPLOYEE BENEFIT PLANS -- ERISA CONSIDERATIONS

     Units might or might not be a suitable investment for an employee benefit
plan. If you are a person with investment discretion on behalf of an employee
benefit plan, before proceeding with a purchase of units, you should determine
whether the purchase of units is permitted under the governing instruments of
the plan, and is appropriate for that particular plan in view of its overall
investment policy, the composition and diversification of its portfolio, and the
considerations discussed below.

     As used in this section, the term "employee benefit plans" refers to plans
and accounts of various types, including their related trusts, which provide for
the accumulation of a portion of an individual's earnings or compensation, as
well as investment income earned thereon, typically free from federal income tax
until such time as funds are distributed from the plan. These plans include
corporate pension and profit-sharing plans, so-called "401(k) plans,"
"simplified employee pension plans," so-called "Keogh" plans for self-employed
individuals (including partners), and, for purposes of this discussion,
individual retirement accounts, as described in Section 408 of the Internal
Revenue Code of 1986, as amended.

     If the assets of an investing employee benefit plan were to be treated, for
purposes of the reporting and disclosure provisions and certain other of the
fiduciary responsibility provisions of Title I of the Employee Retirement Income
Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code
of 1986, as including an undivided interest in each of the underlying assets of
a partnership, an investment in units would in general be an inappropriate
investment for the plan. A U.S. Department of Labor regulation defines "plan
assets" in situations where employee benefit plans purchase equity securities in
investment entities such as a partnership. The regulation provides that the
assets of an entity will not be deemed to be "plan assets" of an employee
benefit plan which purchases an equity security of the entity if the equity
security is a "publicly-offered security." A "publicly-offered security" is one
which is:

     * freely transferable;

     * held by more than 100 investors independent of the issuer and of each
       other; and

     * either registered under Section 12(b) or Section 12(g) of the Securities
       Exchange Act of 1934, or sold to the plan as part of a public offering of
       the securities pursuant to an effective registration statement under the
       Securities Act of 1933, where the security is then
        timely registered under Section 12(b) or Section 12(g) of the Securities
       Exchange Act of 1934.

     The units currently meet, and the general partner expects that the units
will continue to meet, the criteria of the Regulation.

                                      104
The general partner believes, based upon the advice of its legal counsel,
that income earned by the partnerships will not constitute "unrelated business
taxable income" under Section 512 of the Internal Revenue Code of 1986 to
employee benefit plans and other tax-exempt entities. Although the Internal
Revenue Service has issued favorable private letter rulings to taxpayers in
somewhat similar circumstances, other taxpayers may not use or cite such rulings
as precedent. If you have investment discretion on behalf of an employee benefit
plan, you should consult a professional tax adviser regarding the application of
the foregoing matters to the purchase of units.

     Units may not be purchased with the assets of an employee benefit plan if
the general partner, Morgan Stanley DW, any additional selling agent, any
trading advisor or any of their respective affiliates either:

     * has investment discretion with respect to the investment of plan assets;

     * has authority or responsibility to give or regularly gives investment
       advice with respect to such plan assets for a fee and pursuant to an
       agreement or understanding that the advice will serve as a primary basis
       for investment decisions with respect to the plan assets and that the
       advice will be based on the particular investment needs of the plan; or

     * is an employer maintaining or contributing to the plan.

     Subscribing for units in a partnership does not create an IRA or other
employee benefit plan. If you are considering the purchase of units on behalf of
an IRA or other employee benefit plan, you must first ensure that the plan has
been properly established in accordance with the Internal Revenue Code of 1986
and ERISA and the regulations and administrative rulings thereunder and that the
plan has been adequately funded. Then, after all of the considerations discussed
above have been taken into account, the trustee or custodian of a plan who
decides to or who is instructed to do so may subscribe for units in one or more
of the partnerships, subject to the applicable minimum subscription requirement
per partnership.

     Acceptance of subscriptions on behalf of IRAs or other employee benefit
plans is in no respect a representation by the general partner, Morgan Stanley
DW, any additional selling agent, any partnership, or any trading advisor that
the investment meets all relevant legal requirements with respect to investments
by plans generally or any particular plan, or that the investment is appropriate
for plans generally or any particular plan.

                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
INTRODUCTION

     The general partner has been advised by counsel, Cadwalader, Wickersham &
Taft, that in its opinion, the following summary correctly describes the
material federal income tax consequences to a U.S. taxpayer who invests in a
partnership. The opinions appearing in this section are the opinions of
Cadwalader, Wickersham & Taft, except as otherwise specifically noted. The
following summary is based upon the Internal Revenue Code of 1986, rulings
thereon, regulations promulgated thereunder, and existing interpretations
thereof, any of which could be changed at any time and which changes could be
retroactive. The federal income tax summary and the state and local income tax
summary that follow, in general, relate only to the tax implications of an
investment in the partnerships by individuals who are citizens or residents of
the U.S. Except as indicated below or under "Purchases by Employee Benefit
Plans-ERISA Considerations," the summaries do not address the tax implications
of an investment in the partnerships by corporations, partnerships, trusts, or
other non-individuals. Moreover, the summaries are not intended as a substitute
for careful tax planning, particularly since certain of the tax consequences
of owning an interest in the partnerships may not be the same for all taxpayers,
such as non-individuals or foreign persons, or in light of an investor's
personal investment circumstances. A complete discussion of all federal, state,
and local tax aspects of an investment in each partnership is beyond the scope
of the following summary, and prospective investors are urged to consult their
own tax advisors on these matters.

                                      105
PARTNERSHIP STATUS

     The general partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in its opinion under current federal income tax law,
each partnership will be classified as a partnership and not as an association
(or a publicly traded partnership) taxable as a corporation. This opinion is
based upon the facts set forth in this prospectus, including that a principal
activity of each partnership consists of buying and selling futures, options,
and forward contracts, and at least 90% of the partnership's gross income during
each year consists of gains from such trading and interest income. No ruling has
been requested from the Internal Revenue Service with respect to classification
of each partnership and the general partner does not intend to request such a
ruling.

     If a partnership were treated as an association (or a publicly traded
partnership) taxable as a corporation, income or loss of the partnership would
not be passed through to its partners, and the partnership would be subject to
tax on its income at the rates applicable to corporations without deductions for
any distributions to its partners. In addition, all or a portion of any
distributions by such partnership to its partners could be taxable to the
partners as dividends or capital gains. The discussion that follows assumes that
each partnership will be treated as a partnership for federal income tax
purposes.

PARTNERSHIP TAXATION

     Partners, rather than a Partnership, are Subject to Federal Income
Tax.  None of the partnerships will pay federal income tax. Except as provided
below with respect to certain nonresident aliens, each limited partner will
report his distributive share of all items of partnership income, gain, loss,
deduction, and credit for the partnership's taxable year ending within or with
the partner's taxable year. A limited partner must report and pay tax on his
share of partnership income for a particular year whether or not he has received
any distributions from the partnership in that year. The characterization of an
item of profit or loss will usually be determined at the partnership level.

     Syndication Expenses.  None of the partnerships nor any partner thereof
will be entitled to any deduction for syndication expenses (i.e., those amounts
paid or incurred in connection with issuing and marketing units). There is a
risk that some of the brokerage fees paid to Morgan Stanley DW could be treated
as a nondeductible payment by the partnerships of syndication expenses.

     Allocation of Partnership Profits and Losses.  In general, each limited
partnership agreement allocates items of ordinary income and expense pro rata
among the partners based upon their respective capital accounts as of the end of
the month in which such items are accrued. Net recognized capital gain or loss
is generally allocated among all partners based upon their respective capital
accounts. However, net recognized capital gain or loss is allocated first to
partners who have redeemed units in the partnership during a taxable year to the
extent of the difference between the amount received on the redemption and the
allocation account as of the date of redemption attributable to the redeemed
units. Any remaining net recognized capital gain or loss is next allocated among
all those partners whose capital accounts differ from their allocation accounts
based on the respective differences for each partner.

     The special allocation of each partnership's net gain or loss upon a
redemption of units, which retains the same character as in the hands of each
partnership, may alter the character of a redeeming limited partner's income (by
reducing the amount of long-term capital gain recognized
upon receipt of redemption proceeds) and may accelerate the recognition of
income by such limited partner.

     These allocation provisions are designed to reconcile tax allocations to
economic allocations. However, the general partner cannot assure you that the
Internal Revenue Service will not

                                      106
challenge such allocations, including each partnership's tax allocations in
respect of redeemed units.

     If the allocation provided by each limited partnership agreement is not
respected by the Internal Revenue Service for federal income tax purposes, the
amount of income or loss allocated to the partners for federal income tax
purposes may be increased or reduced or the character of the income or loss may
be modified.

CASH DISTRIBUTIONS AND REDEMPTIONS

     Because of the special allocation of partnership gain or loss upon a
redemption of units, the amounts received upon the partial or complete
redemption of a limited partner's units normally will not result in additional
taxable income or loss to the limited partner. However, distributions by a
partnership and amounts received upon the partial or complete redemption of a
limited partner's units will be taxable to the limited partners to the extent
cash distributions by a partnership or amounts received upon redemption by a
limited partner exceed such partner's adjusted tax basis in his units. Such
excess will be taxable to him as though it were a gain from a sale of the units.
A loss will be recognized upon a redemption of units only if, following the
redemption of all of a limited partner's units, the partner has any tax basis in
his units remaining. In such case, the limited partner will recognize loss to
the extent of the remaining basis. See "Redemptions." Generally, if a limited
partner is not a "dealer" with respect to his interest in the partnership and he
has held his interest in the partnership for more than one year, the gain or
loss would be long-term capital gain or loss.

GAIN OR LOSS ON TRADING ACTIVITY

     Nature of Partnership Income.  Each partnership does not expect to hold its
futures, forwards, or options for sale to customers. For federal income tax
purposes substantially all of the profit and loss generated by each partnership
from its trading activities is expected to be capital gain and loss, which in
turn may be either short-term, long-term, or a combination thereof.
Nevertheless, certain foreign currency transactions could result in ordinary
gain or loss, as discussed below. Further, interest paid to a partnership will
be taxable currently to the limited partners as ordinary income. Thus, during
taxable years in which little or no profit is generated from trading activities,
a limited partner may still have interest income.

     Mark-to-Market.  Section 1256 contracts held at the end of a partnership's
taxable year will be treated as having been sold for the fair market value on
the last day of the taxable year, and gain or loss will be taken into account
for the year. Gain or loss with respect to a Section 1256 contract is generally
treated as short-term capital gain or loss to the extent of 40% of the gain or
loss, and long-term capital gain or loss to the extent of 60% of the gain and
loss. Section 1256 contracts include regulated futures contracts which are
futures contracts traded on regulated U.S. and certain foreign exchanges;
foreign currency contracts that are traded in the interbank market and relate to
currencies for which positions are also traded through regulated futures
contracts; and U.S. and certain foreign exchange-traded options on commodities,
including options on regulated futures contracts, debt securities, and stock
indices. While the partnerships expect that a majority of their trading
activities will be conducted in Section 1256 contracts, the partnerships also
expect that a portion of their trading activities will be conducted in contracts
that do not presently qualify as Section 1256 contracts, such as positions in
futures contracts on most foreign exchanges and foreign currency forward
contracts that do not relate to currencies for which positions are also traded
through regulated futures contracts.

     Section 988.  Currency gain or loss with respect to foreign currency
forward contracts that do not relate to currencies for which positions are also
traded through regulated futures contracts and futures contracts traded on most
foreign exchanges may be treated as ordinary income or loss under Internal
Revenue Code of 1986 Section 988. Each partnership has elected to treat these

                                      107
contracts as Section 1256 contracts (i.e., marked-to-market at year end).
Pursuant to this election, gain or loss with respect to these contracts is
treated as entirely short-term capital gain or loss.

     Subject to certain limitations, a limited partner, other than a
corporation, estate, or trust, may elect to carry back net Section 1256 contract
losses to each of the three preceding years. Net Section 1256 contract losses
carried back to prior years may only be used to offset net Section 1256 contract
gains. Generally, such losses are carried back as 40% short-term capital losses
and 60% long-term capital losses. Capital assets not marked to market under
Section 1256, such as any non-currency forward contracts, are not subject to the
60/40 tax regime for Section 1256 contracts, and gain or loss on sale generally
will be long-term only if such property has been held for more than one year.

     Straddles. If a partnership incurs a loss upon the disposition of any
position which is part of a "straddle" (i.e., two or more offsetting positions),
recognition of that loss for tax purposes will be deferred until the partnership
recognizes the gain in the offsetting position of the straddle (or successor
position, or offsetting position to the successor position). Interest and other
carrying charges allocable to positions which are part of a straddle must be
capitalized, rather than deducted currently. Certain modified "short sale" rules
may apply to positions held by a partnership so that what might otherwise be
characterized as long-term capital gain would be characterized as short-term
capital gain or potential short-term capital loss as long-term capital loss.

     For purposes of applying the above rules restricting the deductibility of
losses with respect to offsetting positions, if a limited partner takes into
account gain or loss with respect to a position held by the partnership, the
limited partner will be treated as holding the partnership's position, except to
the extent otherwise provided in regulations. Accordingly, positions held by a
partnership may limit the deductibility of realized losses sustained by a
limited partner with respect to positions held for his own account, and
positions held by a limited partner for his own account may limit his ability to
deduct realized losses sustained by a partnership. Thus, straddles may not be
used to defer gain from one taxable year to the next. Reporting requirements
generally require taxpayers to disclose all unrecognized gains with respect to
positions held at the end of the taxable year. The above principle, whereby a
limited partner may be treated as holding partnership positions, may also apply
to require a limited partner to capitalize (rather than deduct) interest and
carrying charges allocable to property held by him.

     Where the positions of a straddle are comprised of both Section 1256 and
non-Section 1256 contracts, a partnership will be subject to the mixed straddle
rules of the Internal Revenue Code of 1986 and the regulations promulgated
thereunder. The appropriate tax treatment of any gains and losses from trading
in mixed straddles will depend on what elections a partnership makes. Each
partnership has elected to place all of its positions in a "mixed straddle"
account which is marked-to-market daily. Under a special account cap, not more
than 50% of net capital gain may be long-term capital gain, and not more than
40% of net capital loss may be short-term capital loss.

TAXATION OF LIMITED PARTNERS

     Limitations on Deductibility of Partnership Losses. The amount of
partnership loss, including capital loss, which a limited partner will be
entitled to take into account for federal income tax purposes is limited to the
tax basis of his units, except in the case of certain limited partners including
individuals and closely-held C corporations, for which he is "at risk" with
respect to the units as of the end of the partnership's taxable year in which
such loss occurred.

     Generally, a limited partner's initial tax basis will be the amount paid
for each unit. A limited partner's adjusted tax basis will be his initial tax
basis reduced by the limited partner's share of partnership distributions,
losses, and expenses and increased by his share of partnership income and gains.
The amount for which a limited partner is "at risk" with respect to his units in
a partnership is generally equal to his tax basis for the units, less: any
amounts borrowed in

                                      108
connection with his acquisition of the units for which he is
not personally liable and for which he has pledged no property other than his
units; any amounts borrowed from persons who have a proprietary interest in the
partnership; and any amounts borrowed for which the limited partner is protected
against loss through guarantees or similar arrangements.

     Because of the limitations imposed upon the deductibility of capital losses
referred to below, a limited partner's share of a partnership's net capital
losses, if any, will not materially reduce his federal income tax on his
ordinary income. In addition, certain expenses of a partnership might be
deductible by a limited partner only as itemized deductions and, therefore, will
not reduce the federal taxable income of a limited partner who does not itemize
his deductions. Furthermore, an individual who is subject to the alternative
minimum tax for a taxable year may not realize any tax benefit from such
itemized deductions.

     Limitations on Deductibility of Passive Losses. The partnerships' income
will not be treated as a "passive activity" for purposes of the limitation on
the deduction of passive activity losses.

     Limited Deduction of Certain Expenses. Certain miscellaneous itemized
deductions, such as expenses incurred to maintain property held for investment,
are deductible only to the extent that they exceed 2% of the adjusted gross
income of an individual, trust, or estate. The amount of certain itemized
deductions allowable to individuals is further reduced by an amount equal to the
lesser of (i) 3% of the individual's adjusted gross income in excess of a
certain threshold amount and (ii) 80% of such itemized deductions. Moreover,
such investment expenses are miscellaneous itemized deductions that are not
deductible by a non-corporate taxpayer in calculating its alternative minimum
tax liability. Based upon the current and contemplated activities of the
partnerships, the general partner has been advised by its legal counsel that, in
such counsel's opinion, expenses incurred by the partnerships in their futures,
forwards, and options trading businesses should not be subject to the 2% "floor"
or the 3% phaseout, except to the extent that the Internal Revenue Service
promulgates regulations that so provide. However, that advice is not binding on
a court or the Internal Revenue Service, and the Internal Revenue Service could
assert, and a court could agree, that such expenses of the partnerships
(including incentive fees) are investment expenses which are subject to these
limitations.

     Tax Liability Will Exceed Distributions.  Under federal tax laws, a limited
partner must report and pay tax on his share of any partnership income each
year, even though the general partner does not intend to make any distributions
from the partnerships.

     Tax on Capital Gains and Losses.  In general, for individuals, trusts, and
estates, "long-term capital gains" are currently taxed at a maximum marginal tax
rate of 20%, and "short-term capital gains" and other income are currently taxed
at a maximum marginal tax rate of 38.6%. Corporate taxpayers are currently
subject to a maximum marginal tax rate of 35% on all capital gains and income.

     The excess of capital losses over capital gains is deductible by an
individual against ordinary income on a one-for-one basis, subject to an annual
limitation of $3,000 ($1,500 in the case of married individuals filing a
separate return). Excess capital losses may be carried forward.

     Net losses from Section 1256 contracts are treated as 60% long-term capital
loss and 40% short-term capital loss. Such losses may, at the individual
taxpayer's election, be carried back to each of the preceding three years and
applied against gains from Section 1256 contracts.

     Alternative Minimum Tax. The alternative minimum tax for individuals is
imposed on "alternative minimum taxable income" in excess of certain exemption
amounts. Alternative minimum taxable income consists of taxable income
determined with certain adjustments and increased by the amount of items of tax
preference. Alternative minimum taxable income may not be offset by certain
interest deductions, including (in certain circumstances) interest incurred to
purchase or carry units in the partnerships. Corporations are also subject to an
alternative minimum tax. The extent to which the alternative minimum tax will be
imposed will depend on the overall tax situation of each limited partner at the
end of such taxable year.

                                      109
Limitation on Deductibility of Interest on Investment
Indebtedness.  Interest paid or accrued on indebtedness properly allocable to
property held for investment is investment interest. Such interest is generally
deductible by non-corporate taxpayers only to the extent it does not exceed net
investment income. A limited partner's distributive share of net partnership
income and any gain from the disposition of units will be treated as investment
income, except that a limited partner's net capital gain from the disposition of
units is not investment income unless the limited partner waives the benefit of
the preferential tax rate on such gain. It is not clear whether a limited
partner's distributive share of partnership net capital gain constitutes
investment income where such gain is taxed at the maximum rate for capital
gains. Interest expense incurred by a limited partner to acquire his units
generally will be investment interest. Any investment interest disallowed as a
deduction in a taxable year solely by reason of the limitation above is treated
as investment interest paid or accrued in the succeeding taxable year.

     Taxation of Foreign Limited Partners.  A non-resident alien individual,
foreign corporation, or foreign partnership not otherwise engaged in a U.S.
trade or business or acting as a dealer in commodities should not be deemed to
be engaged in a U.S. trade or business solely by virtue of an investment as a
limited partner in the partnerships. Capital gains earned by the partnerships
and allocated to such a foreign limited partner will, as a general rule, not be
subject to U.S. federal income taxation or withholding, but may be subject to
taxation by the jurisdiction in which the foreign limited partner is resident,
organized or operating. Interest income earned by the partnerships will, as a
general rule, likewise not be subject to U.S. federal income tax or withholding,
but may be subject to tax in other jurisdictions to which the foreign limited
partner is connected. Prospective foreign limited partners who are engaged in a
U.S. trade or business or who act as dealers in commodities may be subject to
U.S. income tax and should consult their tax advisors before investing in a
partnership.

     The estate of a deceased foreign limited partner may be liable for U.S.
estate tax and may be required to obtain an estate tax release from the Internal
Revenue Service in order to transfer the units of such foreign limited partner.

     FOREIGN PERSONS SHOULD CONSULT THEIR OWN TAX ADVISERS BEFORE DECIDING
WHETHER TO INVEST IN THE PARTNERSHIPS.

     Tax Elections.  The Internal Revenue Code of 1986 provides for optional
adjustments to the basis of partnership property upon distributions of
partnership property to a partner (Section 734) and transfers of units,
including transfers by reason of death (Section 743), provided that a
partnership election has been made pursuant to Section 754. As a result of the
complexities and added expense of the tax accounting required to implement such
an election, the general partner does not presently intend to make such an
election for any of the partnerships. Therefore, any benefits which might be
available to the partners by reason of such an election will be foreclosed.

     Tax Returns and Information.  The partnerships will file their information
returns using the accrual method of accounting. Within 75 days after the close
of each partnership's taxable year, the partnership will furnish each limited
partner, and any assignee of the units of any limited partner, copies of the
partnership's Schedule K-1 indicating the limited partner's distributive share
of tax items and any additional information as is reasonably necessary to permit
the limited partners to prepare their own federal and state tax returns.

     Partnership's Taxable Year.  Each partnership has the calendar year as its
taxable year.

     Unrelated Business Taxable Income of Employee Benefit Plan Limited Partners
and Other Tax-Exempt Investors.  Income allocated to a limited partner which is
an employee benefit plan
or other tax-exempt entity should not be subject to tax under Section 511 of the
Internal Revenue Code of 1986, provided that the units purchased by such plans
and entities are not "debt-financed."

     However, if a partnership were to purchase physical commodities with
borrowed funds (whether upon delivery under a futures or forward contract or
otherwise) and to sell those

                                      110
commodities at a gain, the gain would likely
constitute unrelated business income. The partnerships are entitled to engage in
such leveraged purchases of physical commodities. Tax exempt investors should
see "Purchases by Employee Benefit Plans--ERISA Considerations" above.

TAX AUDITS

     All partners are required under the Internal Revenue Code of 1986 to report
all the partnership items on their own returns consistently with the treatment
by a partnership, unless they file a statement with the Internal Revenue Service
disclosing the inconsistencies. Adjustments in tax liability with respect to
partnership items will be made at the partnership level. The general partner
will represent each partnership during any audit and in any dispute with the
Internal Revenue Service. Each limited partner will be informed by the general
partner of the commencement of an audit of a partnership. In general, the
general partner may enter into a settlement agreement with the Internal Revenue
Service on behalf of, and binding upon, limited partners owning less than a 1%
profits interest if the partnership has more than 100 partners. However, prior
to settlement, such a limited partner may file a statement with the Internal
Revenue Service stating that the general partner does not have the authority to
settle on behalf of the limited partner.

     The period for assessing a deficiency against a partner in a partnership
with respect to a partnership item is the later of three years after the
partnership files its return or, if the name and address of the partner does not
appear on the partnership return, one year after the Internal Revenue Service is
furnished with the name and address of the partner. In addition, the general
partner may consent on behalf of each partnership to the extension of the period
for assessing a deficiency with respect to a partnership item. As a result, a
limited partner's federal income tax return may be subject to examination and
adjustment by the Internal Revenue Service for a partnership item more than
three years after it has been filed.

                            ------------------------

     All of the foregoing statements are based upon the existing provisions of
the Internal Revenue Code of 1986 and the regulations promulgated thereunder and
the existing administrative and judicial interpretations thereof. The general
partner cannot assure you that legislative, administrative, or judicial changes
will not occur which will modify such statements.

     The foregoing statements are not intended as a substitute for careful tax
planning, particularly since certain of the federal income tax consequences of
purchasing units may not be the same for all taxpayers. The partnerships' tax
returns could be audited by the Internal Revenue Service and adjustments to the
returns could be made as a result of such audits. If an audit results in
adjustment, limited partners may be required to file amended returns and their
returns may be audited. Accordingly, prospective purchasers of units are urged
to consult their tax advisers with specific reference to their own tax situation
under federal law and the provisions of applicable state, local, and foreign
laws before subscribing for units.

                       STATE AND LOCAL INCOME TAX ASPECTS

     In addition to the federal income tax consequences for individuals
described under "Material Federal Income Tax Considerations" above, the
partnerships and their limited partners may be subject to various state and
local taxes. Certain of these taxes could, if applicable, have a significant
effect on the amount of tax payable in respect of an investment in the
partnerships. A limited partner's distributive share of the realized profits of
a partnership may be required to be included in determining his reportable
income for state or local tax purposes. Furthermore, state and local tax laws
may not reflect recent changes made to the federal income tax law and,
therefore, may be inconsistent with the federal income treatment of gains and
losses arising from the partnerships' transactions in Section 1256 contracts.
Accordingly, prospective limited partners

                                      111
should consult with their own tax advisers concerning the applicability of
state and local taxes to an investment in the partnerships.

     The general partner has been advised by its legal counsel, Cadwalader,
Wickersham & Taft, that in such counsel's opinion, the partnerships should not
be liable for New York City unincorporated business tax. Limited partners who
are nonresidents of New York State will not be liable for New York State
personal income tax on such partners' income from the partnerships, but may be
liable for such tax to the extent such limited partners' allocable share of
income attributable to the partnerships' transactions involves tangible personal
property. Likewise, limited partners who are nonresidents of New York City will
not be liable for New York City earnings tax on such partners' income from the
partnerships. New York City residents may be subject to New York City personal
income tax on the partners' income from the partnerships. No ruling from the New
York State Department of Taxation and Finance or the New York City Department of
Finance has been, or will be, requested regarding such matters.

                                 LEGAL MATTERS

     Legal matters in connection with the units being offered hereby, including
the discussion of the material federal income tax considerations relating to the
acquisition, ownership, and disposition of units, have been passed upon for each
partnership and the general partner by Cadwalader, Wickersham & Taft, 100 Maiden
Lane, New York, New York 10038. Cadwalader, Wickersham & Taft also has acted as
counsel for Morgan Stanley DW in connection with the offering of units.
Cadwalader, Wickersham & Taft may advise the general partner with respect to its
responsibilities as general partner of, and with respect to matters relating to,
the partnerships.

                                    EXPERTS

     The statements of financial condition of Morgan Stanley Charter MSFCM L.P.,
Morgan Stanley Charter Graham L.P., Morgan Stanley Charter Millburn L.P., and
Morgan Stanley Charter Welton L.P., as of December 31, 2001 and 2000, including
the Schedules of Investments as of December 31, 2001 and the related statements
of operations, changes in partners' capital, and cash flows for the period from
March 1, 1999 (commencement of operations) to December 31, 1999 and for the
years ended December 31, 2001 and 2000 for Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P. and
for each of the three years in the period ended December 31, 2001 for Morgan
Stanley Charter MSFCM L.P., as well as the statements of financial condition of
Morgan Stanley Charter Campbell L.P. as of March 26, 2002 and of Demeter
Management Corporation as of November 30, 2001 and 2000 included in this
prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein, and are included in reliance upon such
reports of such firm given upon their authority as experts in accounting and
auditing. Deloitte & Touche LLP also acts as independent auditors for Morgan
Stanley Dean Witter & Co..

                      WHERE YOU CAN FIND MORE INFORMATION

     The partnerships filed registration statements relating to the units
registered with the SEC. This prospectus is part of the registration statements,
but the registration statements include additional information.

     You may read any of the registration statements, or obtain copies by paying
prescribed charges, at the SEC's public reference rooms located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. For further information on the public reference rooms,
please call the SEC at 1-800-SEC-0330. The registration statements are also
available to the public from the SEC's Web site at "http://www.sec.gov."

                                      112
PART TWO
                      STATEMENT OF ADDITIONAL INFORMATION

     THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER AND MAY NOT BE
DISTRIBUTED SEPARATELY.

                   THE FUTURES, OPTIONS, AND FORWARDS MARKETS
FUTURES CONTRACTS

     Futures contracts are standardized contracts made on a domestic or foreign
exchange that call for the future delivery of specified quantities of various
commodities at a specified price, time, and place. The following are some of the
commodities traded on an exchange:
*  agricultural and tropical (soft) commodities        *  currencies                    *  metals
*  industrial goods                                    *  financial instruments         *  energy products
The futures markets have undergone dramatic changes during the past three
decades. According to statistics provided by the Futures Industry Association,
in 1980 and 2001 activity in futures markets was divided as follows:
IN 1980                                         2001*
                                       ---------                                      ---------
%                                              %
Agricultural Products                     64      Interest Rates                         57
Metals                                    16      Stock Indices                          18
Interest Rates                            14      Energy Products                         8
Currencies                                 5      Agricultural Products                   8
Lumber and Energy Products                 1      Metals                                  6
                                                  Currencies                              3
------------------
     * Data as of December 31, 2001.

     A market participant can make a futures contract to buy or sell a
commodity. The contractual obligations may be satisfied either by taking or
making, as the case may be, physical delivery of an approved grade of the
commodity or by making an offsetting sale or purchase of an equivalent but
opposite futures contract on the same, or a mutually offsetting, exchange prior
to the designated date of delivery.

     For example, if we sell one contract of December 2002 wheat on a commodity
exchange, we may fulfill the contract at any time prior to the December 2002
delivery date by purchasing one contract of December 2002 wheat on the same
exchange.

     The difference between the price at which the futures contract is sold or
purchased and the price paid for the offsetting purchase or sale, after
allowance for brokerage commissions, constitutes the profit or loss to the
trader. Certain futures contracts, such as those for stock or other financial or
economic indices approved by the CFTC or Eurodollar contracts, settle in cash
(irrespective of whether any attempt is made to offset such contracts) rather
than delivery of any physical commodity.

OPTIONS ON FUTURES

     An option on a futures contract or on a physical commodity gives the buyer
of the option the right to take a position of a specified amount at a specified
price of a specific commodity (the "striking," "strike," or "exercise" price) in
the underlying futures contract or commodity.

     The buyer of a "call" option acquires the right to take a long position
(i.e., the obligation to take delivery of a specified amount at a specified
price of a specific commodity) in the underlying futures contract or commodity.

                                      113
The buyer of a "put" option acquires the right to take a short position
(i.e., the obligation to make delivery of a specified amount at a specified
price of a specific commodity) in the underlying futures contract or commodity.

     The purchase price of an option is referred to as its "premium." The seller
(or "writer") of an option is obligated to take a futures position at a
specified price opposite to the option buyer if the option is exercised. Thus,
the seller of a call option must stand ready to sell (take a short position in
the underlying futures contract) at the striking price if the buyer should
exercise the option. The seller of a put option, on the other hand, must stand
ready to buy (take a long position in the underlying futures contract) at the
striking price.

     A call option on a futures contract is said to be "in-the-money" if the
striking price is below current market levels, and "out-of-the-money" if the
striking price is above current market levels. Conversely, a put option on a
futures contract is said to be "in-the-money" if the striking price is above
current market levels, and "out-of-the-money" if the striking price is below
current market levels.

     Options have limited life spans, usually tied to the delivery or settlement
date of the underlying futures contract. An option that is out-of-the-money and
not offset by the time it expires becomes worthless. Options usually trade at a
premium above their intrinsic value (i.e., the difference between the market
price for the underlying futures contract and the striking price), because the
option trader is speculating on (or hedging against) future movements in the
price of the underlying contract. As an option nears its expiration date, the
market and intrinsic value typically move into parity. The difference between an
option's intrinsic and market values is referred to as the "time value" of the
option. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--OPTIONS TRADING CAN BE
MORE VOLATILE THAN FUTURES TRADING" ON PAGE * .

FORWARD CONTRACTS

     Contracts for the future delivery of certain commodities may also be made
through banks or dealers pursuant to what are commonly referred to as "forward
contracts." A forward contract is a contractual right to purchase or sell a
specified quantity of a commodity at or before a specified date in the future at
a specified price and, therefore, it is similar to a futures contract. In
forward contract trading, a bank or dealer generally acts as principal in the
transaction and includes its anticipated profit (the "spread" between the "bid"
and the "asked" prices), and in some instances a mark-up, in the prices it
quotes for forward contracts. Unlike futures contracts, forward contracts are
not standardized contracts; rather, they are the subject of individual
negotiation between the parties involved. Because there is no clearinghouse
system applicable to forward contracts, forward contracts are not fungible, and
there is no direct means of "offsetting" a forward contract by purchase of an
offsetting position on the same exchange as one can a futures contract. In
recent years, the terms of forward contracts have become more standardized and
in some instances such contracts now provide a right of offset or cash
settlement as an alternative to making delivery on the contract. SEE "RISK
FACTORS--TRADING AND PERFORMANCE RISKS-- THE UNREGULATED NATURE OF THE FORWARD
MARKETS CREATES COUNTERPARTY RISKS THAT DO NOT EXIST IN FUTURES TRADING ON
EXCHANGES" ON PAGE * .

HEDGERS AND SPECULATORS

     The two broad classes of persons who trade futures, forwards, and options
contracts are "hedgers" and "speculators." Commercial interests, including
farmers, that market or process commodities, and financial institutions that
market or deal in commodities, including interest rate sensitive instruments,
foreign currencies, and stocks, which are exposed to currency, interest rate,
and stock market risks, may use the futures markets for hedging. Hedging is a
protective procedure designed to minimize losses that may occur because of price
fluctuations occurring, for example, between the time a processor makes a
contract to buy or sell a raw or processed commodity at a certain price and the
time he must perform the contract. The futures markets enable the hedger to
shift the risk of price fluctuations to the speculator. The speculator risks his

                                      114
capital with the hope of making profits from price fluctuations in futures,
forwards, and options contracts. Speculators rarely take delivery of
commodities, but rather close out their positions by entering into offsetting
purchases or sales of futures, forwards, and options contracts. Since the
speculator may take either a long or short position in the futures, forwards,
and options markets, it is possible for him to make profits or incur losses
regardless of whether prices go up or down. The partnerships will trade for
speculative rather than for hedging purposes.

FUTURES EXCHANGES

     Futures exchanges provide centralized market facilities for trading futures
contracts and options (but not forward contracts). Members of, and trades
executed on, a particular exchange are subject to the rules of that exchange.
Among the principal exchanges in the U.S. are the Chicago Board of Trade, the
Chicago Mercantile Exchange, the New York Mercantile Exchange, and the New York
Board of Trade.

     Each futures exchange in the U.S. has an associated "clearinghouse." Once
trades between members of an exchange have been confirmed, the clearinghouse
becomes substituted for each buyer and each seller of contracts traded on the
exchange and, in effect, becomes the other party to each trader's open position
in the market. Thereafter, each party to a trade looks only to the clearinghouse
for performance. The clearinghouse generally establishes some sort of security
or guarantee fund to which all clearing members of the exchange must contribute;
this fund acts as an emergency buffer that enables the clearinghouse to meet its
obligations with regard to the "other side" of an insolvent clearing member's
contracts. Clearinghouses require margin deposits and continuously mark
positions to market to provide some assurance that their members will be able to
fulfill their contractual obligations. Thus, a central function of the
clearinghouses is to ensure the integrity of trades, and members effecting
futures transactions on an organized exchange need not worry about the solvency
of the party on the opposite side of the trade; their only remaining concerns
are the respective solvencies of their commodity broker and the clearinghouse.

     Foreign futures exchanges differ in certain respects from their U.S.
counterparts. In contrast to U.S. exchanges, certain foreign exchanges are
"principals' markets," where trades remain the liability of the traders
involved, and the exchange does not become substituted for any party. SEE
"REGULATIONS" ON PAGE * AND "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP
THAN TRADING ON U.S. EXCHANGES" ON PAGE * .

SPECULATIVE POSITION LIMITS

     The CFTC and U.S. futures exchanges have established limits, referred to as
"speculative position limits" or "position limits," on the maximum net long or
net short speculative position that any person or group of persons (other than a
hedger, which the partnerships are not) may hold, own, or control in certain
futures or options contracts. Among the purposes of speculative position limits
is to prevent a "corner" on a market or undue influence on prices by any single
trader or group of traders. The CFTC has jurisdiction to establish position
limits with respect to all commodities and has established position limits for
all agricultural commodities. In addition, the CFTC requires each U.S. exchange
to submit position limits for all commodities traded on such exchange for
approval by the CFTC. However, position limits do not apply to many currency
futures contracts. Position limits do not apply to forward contract trading or
generally to trading on foreign commodity exchanges. SEE "RISK FACTORS--TRADING
AND PERFORMANCE RISKS--THE PARTNERSHIPS ARE SUBJECT TO SPECULATIVE POSITION
LIMITS" ON PAGE * .

DAILY LIMITS

     Most U.S. futures exchanges (but generally not foreign exchanges or banks
or dealers in the case of forward contracts) limit the amount of fluctuation in
futures or options contract prices during a single trading day by regulation.
These regulations specify what are referred to as "daily price fluctuation
limits" or more commonly "daily limits." The daily limits establish the

                                      115
maximum amount that the price of a futures or options contract may vary either
up or down from the previous day's settlement price. Once the daily limit has
been reached in a particular futures or options market, no trades may be made at
a price beyond the limit. SEE "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--MARKET ILLIQUIDITY MAY CAUSE LESS FAVORABLE TRADE PRICES" ON PAGE * .

REGULATIONS

     Futures exchanges in the U.S. are subject to regulation under the Commodity
Exchange Act by the CFTC, the governmental agency having responsibility for
regulation of futures exchanges and trading on those exchanges.

     The CFTC also regulates the activities of "commodity trading advisors" and
"commodity pool operators" and has adopted regulations with respect to certain
of such persons' activities. The CFTC requires a commodity pool operator (such
as the general partner) to keep accurate, current, and orderly records with
respect to each pool it operates. The CFTC may suspend the registration of a
commodity pool operator if the CFTC finds that the operator has violated the
Commodity Exchange Act or regulations thereunder and in certain other
circumstances. Suspension, restriction, or termination of the general partner's
registration as a commodity pool operator would prevent it, until such time (if
any) as such registration were to be reinstated, from managing, and might result
in the termination of, the partnerships. The Commodity Exchange Act gives the
CFTC similar authority with respect to the activities of commodity trading
advisors, such as the trading advisors. If the registration of a trading advisor
as a commodity trading advisor were to be terminated, restricted, or suspended,
the trading advisor would be unable, until such time (if any) as such
registration were to be reinstated, to render trading advice to the relevant
partnership. The partnerships themselves are not registered with the CFTC in any
capacity.

     The Commodity Exchange Act requires all "futures commission merchants,"
such as Morgan Stanley DW and Morgan Stanley, to meet and maintain specified
fitness and financial requirements, segregate customer funds from proprietary
funds and account separately for all customers' funds and positions, and to
maintain specified books and records open to inspection by the staff of the
CFTC. The partnerships have no present intention of using any introducing
brokers in their trading.

     The Commodity Exchange Act also gives the states certain powers to enforce
its provisions and the regulations of the CFTC.

     You are afforded certain rights for reparations under the Commodity
Exchange Act. You may also be able to maintain a private right of action for
certain violations of the Commodity Exchange Act. The CFTC has adopted rules
implementing the reparation provisions of the Commodity Exchange Act which
provide that any person may file a complaint for a reparations award with the
CFTC for violation of the Commodity Exchange Act against a floor broker, futures
commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, and their respective associated persons.

     Pursuant to authority in the Commodity Exchange Act, the National Futures
Association has been formed and registered with the CFTC as a "registered
futures association." At the present time, the National Futures Association is
the only non-exchange self-regulatory organization for commodities
professionals. National Futures Association members are subject to National
Futures Association standards relating to fair trade practices, financial
condition, and consumer protection. As the self-regulatory body of the
commodities industry, the National Futures Association promulgates rules
governing the conduct of commodity professionals and disciplines those
professionals who do not comply with such standards. The CFTC has delegated to
the National Futures Association responsibility for the registration of
commodity trading advisors, commodity pool operators, futures commission
merchants, introducing brokers, and their respective associated persons and
floor brokers. Morgan Stanley DW, the general partner, Morgan Stanley, and the
trading advisors are all members of the National Futures Association (the
partnerships themselves are not required to become members of the National
Futures Association).

                                      116
The CFTC has no authority to regulate trading on foreign commodity
exchanges and markets. SEE "RISK FACTORS--TRADING AND PERFORMANCE RISKS--TRADING
ON FOREIGN EXCHANGES PRESENTS GREATER RISKS TO EACH PARTNERSHIP THAN TRADING ON
U.S. EXCHANGES" ON PAGE * .

MARGINS

     "Initial" or "original" margin is the minimum amount of funds that a
futures trader must deposit with his commodity broker in order to initiate
futures trading or to maintain an open position in futures contracts.
"Maintenance" margin is the amount (generally less than initial margin) to which
a trader's account may decline before he must deliver additional margin. A
margin deposit is like a cash performance bond. It helps assure the futures
trader's performance of the futures contracts he purchases or sells. Futures
contracts are customarily bought and sold on margins that represent a very small
percentage (ranging upward from less than 2%) of the purchase price of the
underlying commodity being traded. Because of such low margins, price
fluctuations occurring in the futures markets may create profits and losses that
are greater, in relation to the amount invested, than are customary in other
forms of investment or speculation. The minimum amount of margin required in
connection with a particular futures contract is set by the exchange on which
such contract is traded, and may be modified from time to time by the exchange
during the term of the contract. SEE "RISK FACTORS--TRADING AND PERFORMANCE
RISKS--THE PARTNERSHIPS' TRADING IS HIGHLY LEVERAGED" ON PAGE * .

     Brokerage firms, such as Morgan Stanley DW, Morgan Stanley, and Morgan
Stanley International, carrying accounts for traders in futures contracts may
not accept lower, and generally require higher, amounts of margin as a matter of
policy in order to afford further protection for themselves. The commodity
brokers presently intend to require each partnership to make margin deposits
equal to the exchange minimum levels for all futures contracts.

     Trading in the currency forward contract market does not require margin,
but generally does require the extension of credit by a bank or dealer to those
with whom the bank or dealer trades. Since each partnership's trading will be
conducted through a commodity broker, each partnership will be able to take
advantage of the commodity brokers' credit lines with several participants in
the interbank market. The commodity broker will require margin with respect to a
partnership's trading of currency forward contracts.

     Margin requirements are computed each day by a trader's commodity broker.
When the market value of a particular open futures contract position changes to
a point where the margin on deposit does not satisfy maintenance margin
requirements, a margin call is made by the commodity broker. If the margin call
is not met within a reasonable time, the broker may close out the trader's
position. With respect to a partnership's trading, that partnership, and not its
limited partners personally or any other partnership, will be subject to margin
calls.

                              POTENTIAL ADVANTAGES

     Developing a comprehensive financial plan entails evaluating options and
acting upon those options. In this fast-paced and ever-changing financial
environment, selecting from the broad array of investments available can be
difficult and time-consuming. Astute investors often turn to professional money
managers for the expertise and guidance needed to map out a successful
investment strategy. Morgan Stanley, a global leader in financial management,
has developed the Charter Series of partnerships to provide professional money
management in the futures, options, and forward markets.

     An investment in a partnership is speculative and involves a high degree of
risk. The general partner and Morgan Stanley DW believe that managed futures
investments (such as the partnerships) can provide you with the potential for
long-term capital appreciation (with commensurate risk), but are appropriate
only for the aggressive growth portion of an investor's comprehensive financial
plan. SEE "RISK FACTORS" BEGINNING ON PAGE * . Taking the risks into
consideration, this investment does offer the following potential advantages.

                                      117
INVESTMENT DIVERSIFICATION

     If you are not prepared to make a significant investment or spend
substantial time trading various futures, forwards, and options , you may still
participate in these markets through an investment in a Charter Series
partnership, obtaining diversification from more traditional investments in
stocks, bonds, and real estate. The general partner believes, on the basis of
past experience, that the profit potential of a partnership does not depend upon
favorable general economic conditions, and that a partnership is as likely to be
profitable during periods of declining stock, bond, and real estate markets as
at any other time; conversely, a partnership may be unprofitable during periods
of generally favorable economic conditions.

     Managed futures investments can serve to diversify your portfolio and
smooth overall portfolio volatility. Modern Portfolio Theory is the academic
affirmation of the value of diversification. Modern Portfolio Theory was
developed in the 1950s by Nobel Laureates William Sharpe and Harold Markowitz.
These two pioneers developed a framework for efficiently diversifying assets
within a portfolio. They suggested that investing in any asset class with
positive returns and low correlation to other assets improves the overall
risk/reward characteristics of the entire portfolio. In 1983, Dr. John H.
Lintner of Harvard University focused on the concepts of Modern Portfolio Theory
in a study about portfolio diversification. Specifically, Modern Portfolio
Theory was utilized to evaluate the addition of a managed futures component to a
diversified portfolio comprised of 60% stocks and 40% bonds. The results of
Lintner's work demonstrated that by including a variety of assets, such as
commodities, in a hypothetical portfolio, an investor may lower the portfolio's
overall volatility or risk. Lintner's findings were further supported by the
works of Dr. Thomas Schneeweis of the University of Massachusetts, Amherst, in
his 1999 study, "The Benefits of Managed Futures." Dr. Schneeweis concluded that
"while . . . the correlation between managed futures and most traditional
investments is approximately zero, when asset returns are segmented according to
whether the traditional asset rose or fell, managed futures are often negatively
correlated in months when traditional asset returns are negative while being
positively correlated when traditional asset returns are positive."

     The partnerships' combined benefits of growth potential (with commensurate
risk) and diversification can potentially reduce the overall volatility of your
portfolio, while increasing profits. By combining asset classes, you may create
a portfolio mix that provides the potential to offer the greatest possible
return within acceptable levels of volatility. While past performance is no
guarantee of future results, managed futures investments, such as the
partnerships, may profit (with commensurate risk) from futures, forwards, and
options market moves, with the potential to enhance your overall portfolio.

     The trading advisor's speculative trading techniques will be the primary
factor in a partnership's success or failure. You should note that there are
always two parties to a futures, forward, or option contract; consequently, for
any gain achieved by one party on a contract, a corresponding loss is suffered.
Therefore, due to the nature of futures, forwards, and options trading, only 50%
of contract interests held by all market participants can experience gain at any
one time. Brokerage commissions and other costs of trading may reduce or
eliminate any gain that would otherwise be achieved.

     The first step toward a sound financial future is to establish your
investment objectives. Based on your financial goals, requirements, and
investment preferences, your Morgan Stanley financial advisor can help you
determine the combination of asset classes as well as the type of trading
advisor that most suits your investment profile.

     Asset allocation is the next critical step to help you achieve your
investment objectives. Asset allocation refers to the division of investment
dollars over a variety of asset classes in order to reduce overall volatility
through portfolio diversification, while increasing the long-term performance
potential of an investment portfolio. A fully diversified portfolio should
contain cash, income, growth, and aggressive growth investments.

                                      118
Managed futures investments are designed to fit into a total financial plan
as aggressive growth vehicles with the potential for long-term capital
appreciation (with commensurate risk). As part of a well-balanced and fully
diversified portfolio, managed futures can offer significant benefits.

AGGRESSIVE                        MANAGED
GROWTH                            FUTURES
<----------------------------------------->
GROWTH                            CASH
INCOME                            BONDS
CASH & EQUIVALENTS                STOCKS

     The table below is an empirical example of how different assets can react
to business cycles. In each case, the asset class is represented by a recognized
industry index for that asset.

               ANNUAL RETURNS OF VARIOUS ASSET CLASSES OVER TIME
PUBLIC
                                                                                                        MANAGED
                                                                                                     FUTURES FUNDS
                     U.S. TREASURY                                                                      ZURICH
            U.S.     BONDS (LEHMAN    U.S. CORPORATE    NON-U.S.      GLOBAL                            CAPITAL
           STOCKS       BROTHERS      BONDS (SALOMON     STOCKS       STOCKS          MANAGED           MARKETS
          (S&P 500      TREASURY        CORPORATE      (MSCI EAFE   (MSCI WORLD   FUTURES (BARCLAY      PUBLIC
           INDEX)     BOND INDEX)      BOND INDEX)       INDEX)       INDEX)         CTA INDEX)       FUND INDEX)
          --------   --------------   --------------   ----------   -----------   ----------------   -------------
%            %                %               %            %              %                  %
1980....    32.5           N/A             (2.7)          24.4          27.7            63.7               N/A
1981....    (4.9)          1.1             (1.2)          (1.0)         (3.3)           23.9               N/A
1982....    21.5          41.1             42.5           (0.8)         11.3            16.7               N/A
1983....    22.6           1.8              6.3           24.6          23.3            23.8               N/A
1984....     6.3          14.7             16.9            7.9           5.8             8.7               1.4
1985....    31.7          32.0             30.1           56.7          41.8            25.5              21.9
1986....    18.7          24.2             19.9           69.9          42.8             3.8             (14.4)
1987....     5.3          (2.7)            (0.3)          24.9          16.8            57.3              43.1
1988....    16.6           9.1             10.7           28.6          23.9            21.8               7.3
1989....    31.7          18.9             16.2           10.8          17.2             1.8               4.7
1990....    (3.1)          4.6              6.8          (23.2)        (16.5)           21.0              14.2
1991....    30.5          17.9             19.9           12.5          19.0             3.7              10.0
1992....     7.6           7.8              9.4          (11.8)         (4.7)           (0.9)             (1.4)
1993....    10.1          16.4             13.2           32.9          23.1            10.4              10.7
1994....     1.3          (6.9)            (5.8)           8.1           5.6            (0.7)             (7.7)
1995....    37.6          30.7             27.2           11.6          21.3            13.7              13.9
1996....    23.0          (0.4)             1.3            6.4          14.0             9.1               9.8
1997....    33.4          14.9             11.6            2.1          16.2            10.9               7.6
1998....    28.6          13.5             12.5           20.3          24.8             7.0               7.9
1999....    21.0          (8.7)            (6.6)          27.3          25.3            (1.2)             (1.4)
2000....    (9.1)         20.1             10.7          (14.0)        (12.9)            7.9               4.7
2001....   (11.8)          4.6             10.7          (21.6)        (16.5)            0.8              (0.1)
2002*...    (1.5)          1.4              0.7           (5.3)         (3.0)           (0.3)             (1.0)
---------------

* January 31, 2002

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      119
Notes to "Annual Returns of Various Asset Classes Over Time" Table:

     For the analyses used in this table, the performance of independent indices
has been used to represent the seven asset classes: U.S. stocks, U.S. Treasury
bonds, U.S. corporate bonds, international stocks, global stocks, managed
futures, and public managed futures funds. The respective indices used are the
Standard and Poor's 500 Stock Index, the Lehman Brothers Treasury Bond Index,
the Salomon Corporate Bond Index, the Morgan Stanley Capital International
("MSCI") EAFE Index, the MSCI World Index, the Barclay CTA Index, and the Zurich
Capital Markets Public Fund Index.

     The S&P 500 Stock Index and the Salomon Corporate Bond Index are compiled
assuming dividends and interest are re-invested.

     The S&P 500 Index is based on a portfolio of 500 stocks (consisting of 24
energy, 38 materials, 68 industrials, 87 consumer discretionary, 34 consumer
staples, 45 healthcare, 74 financials, 79 information technology, 13 telecom
services, and 38 utilities). The weights of the stocks in the portfolio at a
given time reflect the stocks' total market capitalization. The S&P 500 Index
accounts for approximately 80% of the market capitalization of all stocks listed
on the New York Stock Exchange.

     The Lehman Brothers Treasury Bond Index consists of all existing U.S.
Treasury bond issues.

     The Salomon Corporate Bond Index is a benchmark of investment grade fixed
rate corporate issues with maturities of at least one year and in minimum
outstanding amounts of $100 million. The corporate issues encompass such
industry sectors as Manufacturing, Service, Energy, Consumer, Transportation,
Industrial-Other, Utility, and Finance.

     The MSCI EAFE Index is comprised of approximately 1,000 companies,
representing a market structure of 21 European and Pacific based countries
covering 59 industries. The index is used to represent international equities.

     The MSCI World Index is comprised of more than 1,500 companies,
representing a market structure of 23 countries around the world. The index is
used to represent global equities, including U.S. and Canadian markets.

     The Barclay CTA Index provides a benchmark of performance of commodity
trading advisors. In order to qualify for inclusion in the Barclay CTA Index, a
commodity trading advisor must meet the following criteria: (1) the commodity
trading advisor must have four years of prior performance history; and (2) in
cases where a commodity trading advisor who is in the Barclay CTA Index
introduces an additional program, this additional program is added to the Index
only after its second year of trading. In 2002, there are 317 commodity trading
advisor programs included in the calculation of the Barclay CTA Index.

     The Zurich Index averages managed futures fund performance for public
funds. Zurich indices are dollar, or equity, weighted to reflect performance. To
qualify for inclusion in Zurich's fund indices, an investment product must
appear in Zurich's fund performance tables. Zurich imposes no minimum size
restriction on the funds and/or pools that it tracks. As of January 31, 2002,
there were 75 public funds included in the calculation of the Zurich Index.

     The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index
performance data for stocks, corporate bonds, and international stocks,
respectively, are provided by Thomson Financial Software Solutions, Boston, MA.
The MSCI World Index performance data for global stocks are provided by Morgan
Stanley Capital International Inc., New York, NY. The Lehman Brothers Treasury
Bond Index and the Barclay CTA Index performance data for U.S. Treasury bonds
and managed futures, respectively, are provided by the Barclay Trading Group
Ltd., Fairfield, IA. The Zurich Index performance data for public managed
futures funds was provided by Zurich Capital Markets Inc., New York, NY.
Performance of any of these indices (which, by definition, are averages of many
individual investments) may not be representative of any specific investment
within that index's asset class.

                                      120
The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index and the Zurich Index
reflect results net of actual fees and expenses, the Barclay CTA Index includes
accounts with trading advisors and fee structures that differ from public
managed futures funds (such as the partnerships), and the Zurich Index includes
funds with trading advisors and fee structures that differ from the
partnerships. Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index and the public managed futures funds included in the Zurich Index.
Accordingly, while the Barclay CTA Index is believed to be representative of
managed futures in general, and the Zurich Index is believed to be
representative of public managed futures funds in general, the performance of
the partnerships may differ from the performance reflected in such indices.

CORRELATION TO TRADITIONAL INVESTMENTS

     Managed futures have historically demonstrated the ability to perform
independently of traditional investments, such as stocks and bonds. This is
referred to as non-correlation, or the potential for managed futures to perform
when traditional markets such as stocks and bonds may experience difficulty
performing. Of course, managed futures funds will not automatically be
profitable during unfavorable periods for these traditional investments, and
vice versa. The degree of non-correlation of any given managed futures fund will
vary, particularly as a result of market conditions, and some funds will have a
significantly lesser degree of non-correlation (i.e., greater correlation) with
stocks and bonds than others.

     The factors that influence the stock and bond markets can affect the
futures markets in different ways and to varying degrees. In this connection, an
article in the June 8, 1998 issue of Business Week, "Commodities Are Cheap--Time
to Leap?" discusses the risks and potential rewards of investing in managed
futures funds, noting the low correlation of their performance to stocks and
bonds.

     The following charts were prepared by the general partner to illustrate the
correlation of the performance results of each partnership to that of the S&P
500 Index and the Salomon Corporate Bond Index. A pro forma of the trading
program for Charter Campbell was used because that partnership has not yet
commenced trading and does not have any performance history. The performance
results of the pro forma used for Charter Campbell were based on the composite
performance results of the trading advisor in trading assets pursuant to the
trading program to be used in Charter Campbell. The pro forma reflects
adjustments made for the leverage, interest income, brokerage, management, and
incentive fees payable by Charter Campbell. Investors are cautioned that the
performance information set forth in the following charts is not necessarily
indicative of, and may have no bearing on, any trading results that may be
attained by a partnership in the future.

                                      121
CHARTER GRAHAM
                              CORRELATION ANALYSIS

                                                   S&P 500      Salomon Corp.
                               Charter Graham       Index        Bond Index
                               ---------------     -------      -------------
Charter Graham                      1.00            (0.38)          0.21
S&P 500 Index                                        1.00          (0.06)
Salomon Corp. Bond Index                                            1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Graham and            ... Charter Graham and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          10 of 35                Both            13 of 35
Positive       months                 Positive         months

Different     16 of 35                Different       16 of 35
               months                                   months

Both           9 of 35                Both             6 of 35
Negative       months                 Negative          months

Data: 35 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).

                                CHARTER MILLBURN
                              CORRELATION ANALYSIS

                                                   S&P 500      Salomon Corp.
                              Charter Millburn      Index        Bond Index
                              ----------------     -------      -------------
Charter Millburn                    1.00            (0.38)           0.21
S&P 500 Index                                        1.00           (0.06)
Salomon Corp. Bond Index                                             1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Millburn and          ... Charter Millburn and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both         10 of 35                 Both             12 of 35
Positive       months                 Positive         months

Different    15 of 35                 Different        17 of 35
               months                                   months

Both         10 of 35                 Both             6 of 35
Negative       months                 Negative          months

Data: 31 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      122
CHARTER WELTON
                              CORRELATION ANALYSIS

                                                   S&P 500      Salomon Corp.
                               Charter Welton       Index        Bond Index
                               ---------------     -------      -------------
Charter Welton                      1.00             0.00           0.29
S&P 500 Index                                        1.00          (0.06)
Salomon Corp. Bond Index                                            1.00

              During the 35 months of trading since March 1999,
                        the monthly returns of ...

.... Charter Welton and            ... Charter Welton and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          8 of 35                 Both            11 of 35
Positive       months                 Positive         months

Different    15 of 35                 Different        15 of 35
               months                                   months

Both         12 of 35                 Both             9 of 35
Negative       months                 Negative          months

Data: 31 months of trading from March 1999 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).

                                 CHARTER MSFCM
                              CORRELATION ANALYSIS

                                                   S&P 500      Salomon Corp.
                               Charter DWFCM        Index        Bond Index
                               -------------       -------      -------------
Charter DWFCM                      1.00             (0.05)          0.22
S&P 500 Index                                        1.00           0.23
Salomon Corp. Bond Index                                            1.00

              During the 95 months of trading since March 1994,
                        the monthly returns of ...

.... Charter DWFCM and             ... Charter DWFCM and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both         35 of 95                 Both            36 of 95
Positive       months                 Positive         months

Different    44 of 95                 Different       43 of 95
               months                                   months

Both         16 of 95                 Both            16 of 95
Negative       months                 Negative          months

Data: 91 months of trading from March 1994 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      123
PRO FORMA FOR
                                CHARTER CAMPBELL
                              CORRELATION ANALYSIS

                               Pro Forma for       S&P 500      Salomon Corp.
                               Charter Campbell     Index        Bond Index
Pro Forma for                  ---------------     -------      -------------
Charter Campbell                    1.00             0.16           0.09
S&P 500 Index                                        1.00           0.31
Salomon Corp. Bond Index                                            1.00

              During the 157 months of trading since March 1999,
                        the monthly returns of ...

    ... Pro Forma for                  ... Pro Forma for
   Charter Campbell and              Charter Campbell and the
    the S&P 500 Index were:           Salomon Corp. Bond Index were:

Both          * of 157               Both            * of 157
Positive       months                Positive         months

Different     * of 157               Different       * of 157
               months                                   months

Both          * of 157               Both            * of 157
Negative       months                Negative          months

Data: 157 months of trading from January 1984 through January 2002.
Monthly returns for the S&P 500 Index and the Salomon Corporate Bond Index
are provided by Thomson Financial Software Solutions (Boston, MA).

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      124
The following chart was prepared by the general partner to illustrate the
performance of managed futures against that of stocks from January 1980 through
January 31, 2002, using the recognized market indices of each asset. The notes
below are an integral part of the following chart.
S&P 500 Index                   12-month        BARCLAY'S CTA INDEX               12-month
                            (STOCKS)                         holding         (MANAGED FUTURES)                 holding
                                                                                                               periods

      Source: Thomson Financial Software Solutions, Boston, MA                        Source: Barclay Trading Group, Fairfield, IA

                               ROR            QTRLY  ANNUAL                    ROR             QTRLY   ANNUAL
12/79                   1,000.00                                         1,000.00
     1980     1/80           6.20%   1,062.00                                 29.26%  1,292.60
              2/80           0.00%   1,062.00                                  1.41%  1,310.83
              3/80          -9.70%     958.99 -4.10%                           4.43%  1,368.90  36.89%
              4/80           4.60%   1,003.10                                 -2.13%  1,339.74
              5/80           5.10%   1,054.26                                  3.48%  1,386.36
              6/80           3.20%   1,087.99 13.45%                           3.05%  1,428.64   4.36%
              7/80           7.00%   1,164.15                                 11.44%  1,592.08
              8/80           1.00%   1,175.79                                  0.94%  1,607.05
              9/80           2.90%   1,209.89 11.20%                           0.67%  1,617.81  13.24%
             10/80           2.00%   1,234.09                                  1.19%  1,637.07
             11/80          10.70%   1,366.14                                 -0.25%  1,632.97
             12/80          -3.00%   1,325.15  9.53%  32.52%  32.52%           0.24%  1,636.89   1.18%  63.69%  63.69%
     1981     1/81          -4.20%   1,269.50                 19.54%           5.25%  1,722.83                  33.28%
              2/81           1.70%   1,291.08                 21.57%           0.78%  1,736.27                  32.46%
              3/81           4.00%   1,342.72  1.33%          40.01%          -3.98%  1,667.16   1.85%          21.79%
              4/81          -1.90%   1,317.21                 31.31%           1.22%  1,687.50                  25.96%
              5/81           0.30%   1,321.16                 25.32%           3.56%  1,747.58                  26.06%
              6/81          -0.60%   1,313.24 -2.20%          20.70%          16.46%  2,035.23  22.08%          42.46%
              7/81           0.20%   1,315.86                 13.03%          -2.73%  1,979.67                  24.34%
              8/81          -5.80%   1,239.54                  5.42%           3.05%  2,040.05                  26.94%
              9/81          -4.90%   1,178.80 -10.24%         -2.57%          -2.57%  1,987.62  -2.34%          22.86%
             10/81           5.40%   1,242.46                  0.68%          -2.25%  1,942.90                  18.68%
             11/81           4.10%   1,293.40                 -5.32%           6.71%  2,073.27                  26.96%
             12/81          -2.60%   1,259.77  6.87%  -4.93%  -4.93%          -2.18%  2,028.07   2.04%  23.90%  23.90%
     1982     1/82          -1.30%   1,243.40                 -2.06%           1.67%  2,061.94                  19.68%
              2/82          -5.60%   1,173.76                 -9.09%           3.05%  2,124.83                  22.38%
              3/82          -0.50%   1,167.90 -7.29%         -13.02%           7.34%  2,280.79  12.46%          36.81%
              4/82           4.50%   1,220.45                 -7.35%          -0.74%  2,263.91                  34.16%
              5/82          -3.40%   1,178.96                -10.76%           3.16%  2,335.45                  33.64%
              6/82          -1.50%   1,161.27 -0.57%         -11.57%           6.82%  2,494.73   9.38%          22.58%
              7/82          -1.80%   1,140.37                -13.34%          -9.12%  2,267.21                  14.52%
              8/82          12.10%   1,278.35                  3.13%           4.30%  2,364.70                  15.91%
              9/82           1.20%   1,293.69 11.40%           9.75%           9.39%  2,586.74   3.69%          30.14%
             10/82          11.50%   1,442.47                 16.10%          -3.09%  2,506.81                  29.02%
             11/82           4.00%   1,500.17                 15.99%          -4.91%  2,383.73                  14.97%
             12/82           1.90%   1,528.67 18.16%  21.34%  21.34%          -0.73%  2,366.33  -8.52%  16.68%  16.68%
     1983     1/83           3.70%   1,585.23                 27.49%          18.37%  2,801.02                  35.84%
              2/83           2.30%   1,621.69                 38.16%          -9.05%  2,547.53                  19.89%
              3/83           3.70%   1,681.69 10.01%          43.99%           2.04%  2,599.50   9.85%          13.97%
              4/83           7.90%   1,814.55                 48.68%          -0.82%  2,578.18                  13.88%
              5/83          -0.90%   1,798.22                 52.53%           9.82%  2,831.36                  21.23%
              6/83           3.90%   1,868.35 11.10%          60.89%          -8.50%  2,590.70  -0.34%           3.85%
              7/83          -3.00%   1,812.30                 58.92%           3.12%  2,671.53                  17.83%
              8/83           1.50%   1,839.48                 43.89%           9.06%  2,913.57                  23.21%
              9/83           1.40%   1,865.23 -0.17%          44.18%           0.19%  2,919.10  12.68%          12.85%
             10/83          -1.20%   1,842.85                 27.76%           1.83%  2,972.52                  18.58%
             11/83           2.10%   1,881.55                 25.42%          -4.17%  2,848.57                  19.50%
             12/83          -0.50%   1,872.14  0.37%  22.47%  22.47%           2.80%  2,928.33   0.32%  23.75%  23.75%
     1984     1/84          -0.60%   1,860.91                 17.39%           1.60%  2,975.18                   6.22%
              2/84          -3.50%   1,795.78                 10.73%          -0.96%  2,946.62                  15.67%
              3/84           1.70%   1,826.31 -2.45%           8.60%           1.97%  3,004.67   2.61%          15.59%
              4/84           0.90%   1,842.74                  1.55%          -2.53%  2,928.65                  13.59%
              5/84          -5.50%   1,741.39                 -3.16%           4.12%  3,049.31                   7.70%
              6/84           2.20%   1,779.70 -2.55%          -4.74%          -9.81%  2,750.17  -8.47%           6.16%
              7/84          -1.20%   1,758.35                 -2.98%          21.33%  3,336.78                  24.90%
              8/84          11.00%   1,951.77                  6.10%          -8.00%  3,069.84                   5.36%
              9/84           0.00%   1,951.77  9.67%           4.64%           3.98%  3,192.02  16.07%           9.35%
             10/84           0.40%   1,959.57                  6.33%          -4.20%  3,057.96                   2.87%
             11/84          -1.10%   1,938.02                  3.00%          -2.98%  2,966.83                   4.15%
             12/84           2.60%   1,988.41  1.88%   6.21%   6.21%           7.33%  3,184.30  -0.24%   8.74%   8.74%
     1985     1/85           7.80%   2,143.50                 15.19%           2.57%  3,266.13                   9.78%
              2/85           1.20%   2,169.22                 20.80%           4.67%  3,418.66                  16.02%
              3/85           0.10%   2,171.39  9.20%          18.90%          -1.06%  3,382.42   6.22%          12.57%
              4/85          -0.10%   2,169.22                 17.72%          -1.98%  3,315.45                  13.21%
              5/85           5.80%   2,295.04                 31.79%           1.34%  3,359.88                  10.18%
              6/85           1.60%   2,331.76  7.39%          31.02%          -4.83%  3,197.60  -5.46%          16.27%
              7/85          -0.10%   2,329.42                 32.48%          13.96%  3,643.98                   9.21%
              8/85          -0.90%   2,308.46                 18.28%          -1.62%  3,584.95                  16.78%
              9/85          -3.10%   2,236.90 -4.07%          14.61%          -7.69%  3,309.27   3.49%           3.67%
             10/85           4.60%   2,339.79                 19.40%           6.61%  3,528.01                  15.37%
             11/85           6.90%   2,501.24                 29.06%           4.69%  3,693.47                  24.49%
             12/85           4.80%   2,621.30 17.18%  31.83%  31.83%           8.20%  3,996.34  20.76%  25.50%  25.50%
     1986     1/86           0.60%   2,637.03                 23.02%           1.87%  4,071.07                  24.64%
              2/86           7.50%   2,834.81                 30.68%          14.14%  4,646.72                  35.92%
              3/86           5.60%   2,993.55 14.20%          37.86%           5.62%  4,907.86  22.81%          45.10%
              4/86          -1.10%   2,960.63                 36.48%          -6.23%  4,602.10                  38.81%
              5/86           5.30%   3,117.54                 35.84%          -3.92%  4,421.70                  31.60%
              6/86           1.70%   3,170.54  5.91%          35.97%          -1.46%  4,357.14 -11.22%          36.26%
              7/86          -5.60%   2,992.99                 28.49%           3.25%  4,498.75                  23.46%
              8/86           7.40%   3,214.47                 39.25%           5.11%  4,728.64                  31.90%
              9/86          -8.30%   2,947.67 -7.03%          31.77%          -5.56%  4,465.73   2.49%          34.95%
             10/86           5.80%   3,118.63                 33.29%          -4.40%  4,269.23                  21.01%
             11/86           2.40%   3,193.48                 27.68%          -2.20%  4,175.31                  13.05%
             12/86          -2.60%   3,110.45  5.52%  18.66%  18.66%          -0.63%  4,149.01  -7.09%   3.82%   3.82%
     1987     1/87          13.50%   3,530.36                 33.88%          10.51%  4,585.07                  12.63%
              2/87           4.00%   3,671.57                 29.52%           0.61%  4,613.04                  -0.72%
              3/87           2.90%   3,778.05 21.46%          26.21%           3.37%  4,768.50  14.93%          -2.84%
              4/87          -0.90%   3,744.05                 26.46%          22.07%  5,820.90                  26.48%
              5/87           0.90%   3,777.74                 21.18%          -1.81%  5,715.54                  29.26%
              6/87           5.00%   3,966.63  4.99%          25.11%          -3.24%  5,530.36  15.98%          26.93%
              7/87           5.10%   4,168.93                 39.29%           4.73%  5,791.95                  28.75%
              8/87           3.70%   4,323.18                 34.49%          -1.69%  5,694.06                  20.42%
              9/87          -2.20%   4,228.07  6.59%          43.44%           0.72%  5,735.06   3.70%          28.42%
             10/87         -21.50%   3,319.03                  6.43%           0.33%  5,753.99                  34.78%
             11/87          -8.20%   3,046.87                 -4.59%           8.60%  6,248.83                  49.66%
             12/87           7.60%   3,278.43 -22.46%  5.40%   5.40%           4.42%  6,525.03  13.77%  57.27%  57.27%
     1988     1/88           4.20%   3,416.13                 -3.24%          -1.88%  6,402.36                  39.63%
              2/88           4.70%   3,576.69                 -2.58%           0.70%  6,447.17                  39.76%
              3/88          -3.10%   3,465.81  5.72%          -8.26%          -3.43%  6,226.03  -4.58%          30.57%
              4/88           1.10%   3,503.93                 -6.41%          -3.95%  5,980.11                   2.74%
              5/88           0.90%   3,535.47                 -6.41%           8.95%  6,515.33                  13.99%
              6/88           4.60%   3,698.10  6.70%          -6.77%          27.40%  8,300.52  33.32%          50.09%
              7/88          -0.40%   3,683.31                -11.65%          -8.23%  7,617.39                  31.52%
              8/88          -3.40%   3,558.08                -17.70%           0.54%  7,658.52                  34.50%
              9/88           4.30%   3,711.07  0.35%         -12.23%           0.80%  7,719.79  -7.00%          34.61%
             10/88           2.80%   3,814.98                 14.94%           1.37%  7,825.55                  36.00%
             11/88          -1.40%   3,761.57                 23.46%           2.62%  8,030.58                  28.51%
             12/88           1.70%   3,825.52  3.08%  16.69%  16.69%          -1.07%  7,944.66   2.91%  21.76%  21.76%
     1989     1/89           7.30%   4,104.78                 20.16%           1.48%  8,062.24                  25.93%
              2/89          -2.50%   4,002.16                 11.90%          -3.47%  7,782.48                  20.71%
              3/89           2.30%   4,094.21  7.02%          18.13%           3.65%  8,066.54   1.53%          29.56%
              4/89           5.20%   4,307.11                 22.92%          -2.50%  7,864.87                  31.52%
              5/89           4.00%   4,479.40                 26.70%          11.92%  8,802.37                  35.10%
              6/89          -0.60%   4,452.52  8.75%          20.40%           1.28%  8,915.04  10.52%           7.40%
              7/89           9.00%   4,853.25                 31.76%          -1.74%  8,759.92                  15.00%
              8/89           2.00%   4,950.31                 39.13%          -5.83%  8,249.21                   7.71%
              9/89          -0.40%   4,930.51 10.74%          32.86%          -3.04%  7,998.44 -10.28%           3.61%
             10/89          -2.30%   4,817.11                 26.27%          -5.99%  7,519.33                  -3.91%
             11/89           2.00%   4,913.45                 30.62%           2.30%  7,692.28                  -4.21%
             12/89           2.40%   5,031.37  2.05%  31.52%  31.52%           5.14%  8,087.66   1.12%   1.80%   1.80%
     1990     1/90          -6.70%   4,694.27                 14.36%           1.54%  8,212.21                   1.86%
              2/90           1.30%   4,755.30                 18.82%           0.79%  8,277.08                   6.36%
              3/90           2.60%   4,878.94 -3.03%          19.17%           3.02%  8,527.05   5.43%           5.71%
              4/90          -2.50%   4,756.96                 10.44%           4.54%  8,914.18                  13.34%
              5/90           9.80%   5,223.14                 16.60%          -5.49%  8,424.79                  -4.29%
              6/90          -0.70%   5,186.58  6.31%          16.49%           1.23%  8,528.42   0.02%          -4.34%
              7/90          -0.30%   5,171.02                  6.55%           5.62%  9,007.71                   2.83%
              8/90          -9.00%   4,705.63                 -4.94%           6.69%  9,610.33                  16.50%
              9/90          -4.90%   4,475.05 -13.72%         -9.24%           2.78%  9,877.50  15.82%          23.49%
             10/90          -0.40%   4,457.15                 -7.47%           1.15%  9,991.09                  32.87%
             11/90           6.50%   4,746.87                 -3.39%          -0.47%  9,944.13                  29.27%
             12/90           2.80%   4,879.78  9.04%  -3.01%  -3.01%          -1.57%  9,788.01  -0.91%  21.02%  21.02%
     1991     1/91           4.40%   5,094.49                  8.53%          -4.90%  9,308.40                  13.35%
              2/91           7.20%   5,461.30                 14.85%          -0.83%  9,231.14                  11.53%
              3/91           2.40%   5,592.37 14.60%          14.62%           4.28%  9,626.23  -1.65%          12.89%
              4/91           0.20%   5,603.55                 17.80%          -1.89%  9,444.29                   5.95%
              5/91           4.30%   5,844.50                 11.90%          -1.61%  9,292.24                  10.30%
              6/91          -4.60%   5,575.66 -0.30%           7.50%           2.66%  9,539.41  -0.90%          11.85%
              7/91           4.70%   5,837.71                 12.89%          -3.36%  9,218.89                   2.34%
              8/91           2.40%   5,977.82                 27.04%          -1.92%  9,041.89                  -5.91%
              9/91          -1.70%   5,876.20  5.39%          31.31%           2.72%  9,287.83  -2.64%          -5.97%
             10/91           1.30%   5,952.59                 33.55%          -0.91%  9,203.31                  -7.88%
             11/91          -4.00%   5,714.48                 20.38%           0.26%  9,227.24                  -7.21%
             12/91          11.40%   6,365.93  8.33%  30.46%  30.46%          10.03% 10,152.73   9.31%   3.73%   3.73%
     1992     1/92          -1.90%   6,244.98                 22.58%          -4.53%  9,692.81                   4.13%
              2/92           1.30%   6,326.17                 15.84%          -2.61%  9,439.83                   2.26%
              3/92          -1.90%   6,205.97 -2.51%          10.97%          -1.81%  9,268.97  -8.70%          -3.71%
              4/92           2.90%   6,385.94                 13.96%          -0.80%  9,194.81                  -2.64%
              5/92           0.50%   6,417.87                  9.81%          -0.73%  9,127.69                  -1.77%
              6/92          -1.50%   6,321.60  1.86%          13.38%           4.44%  9,532.96   2.85%          -0.07%
              7/92           4.10%   6,580.79                 12.73%           4.31%  9,943.83                   7.86%
              8/92          -2.00%   6,449.17                  7.89%           2.30% 10,172.54                  12.50%
              9/92           1.20%   6,526.56  3.24%          11.07%          -1.61% 10,008.76   4.99%           7.76%
             10/92           0.30%   6,546.14                  9.97%           0.19% 10,027.78                   8.96%
             11/92           3.40%   6,768.71                 18.45%           1.19% 10,147.11                   9.97%
             12/92           1.20%   6,849.94  4.95%   7.60%   7.60%          -0.86% 10,059.84   0.51%  -0.91%  -0.91%
     1993     1/93           0.80%   6,904.74                 10.56%          -1.81%  9,877.76                   1.91%
              2/93           1.40%   7,001.40                 10.67%           5.47% 10,418.07                  10.36%
              3/93           2.10%   7,148.43  4.36%          15.19%          -0.50% 10,365.98   3.04%          11.84%
              4/93          -2.40%   6,976.87                  9.25%           3.20% 10,697.70                  16.34%
              5/93           2.70%   7,165.24                 11.65%           0.62% 10,764.02                  17.93%
              6/93           0.30%   7,186.74  0.54%          13.69%           0.98% 10,869.51   4.86%          14.02%
              7/93          -0.40%   7,157.99                  8.77%           3.71% 11,272.77                  13.36%
              8/93           3.80%   7,430.00                 15.21%          -3.11% 10,922.18                   7.37%
              9/93          -0.80%   7,370.56  2.56%          12.93%          -0.85% 10,829.35  -0.37%           8.20%
             10/93           2.10%   7,525.34                 14.96%          -0.58% 10,766.54                   7.37%
             11/93          -1.00%   7,450.09                 10.07%           0.15% 10,782.68                   6.26%
             12/93           1.20%   7,539.49  2.29%  10.07%  10.07%           2.97% 11,102.93   2.53%  10.37%  10.37%
     1994     1/94           3.40%   7,795.83                 12.91%          -3.30% 10,736.53                   8.69%
              2/94          -2.70%   7,585.34                  8.34%          -1.44% 10,581.93                   1.57%
              3/94          -4.40%   7,251.59 -3.82%           1.44%           2.03% 10,796.74  -2.76%           4.16%
              4/94           1.30%   7,345.86                  5.29%          -1.77% 10,605.64                  -0.86%
              5/94           1.60%   7,463.39                  4.16%           2.78% 10,900.48                   1.27%
              6/94          -2.50%   7,276.81  0.35%           1.25%           2.50% 11,172.99   3.48%           2.79%
              7/94           3.30%   7,516.94                  5.01%          -1.04% 11,056.79                  -1.92%
              8/94           4.10%   7,825.14                  5.32%          -3.11% 10,712.92                  -1.92%
              9/94          -2.40%   7,637.33  4.95%           3.62%           1.68% 10,892.90  -2.51%           0.59%
             10/94           2.20%   7,805.35                  3.72%           0.08% 10,901.61                   1.25%
             11/94          -3.60%   7,524.36                  1.00%           1.68% 11,084.76                   2.80%
             12/94           1.50%   7,637.23  0.00%   1.30%   1.30%          -0.49% 11,030.45   1.26%  -0.65%  -0.65%
     1995     1/95           2.60%   7,835.79                  0.51%          -1.79% 10,833.00                   0.90%
              2/95           3.90%   8,141.39                  7.33%           3.40% 11,201.32                   5.85%
              3/95           3.00%   8,385.63  9.80%          15.64%           6.42% 11,920.45   8.07%          10.41%
              4/95           2.90%   8,628.81                 17.47%           1.17% 12,059.92                  13.71%
              5/95           4.00%   8,973.97                 20.24%           0.51% 12,121.42                  11.20%
              6/95           2.30%   9,180.37  9.48%          26.16%          -1.29% 11,965.06   0.37%           7.09%
              7/95           3.30%   9,483.32                 26.16%          -1.23% 11,817.89                   6.88%
              8/95           0.30%   9,511.77                 21.55%           2.33% 12,093.24                  12.88%
              9/95           4.20%   9,911.27  7.96%          29.77%          -0.14% 12,076.31   0.93%          10.86%
             10/95          -0.40%   9,871.62                 26.47%          -0.03% 12,072.69                  10.74%
             11/95           4.40%  10,305.97                 36.97%           1.04% 12,198.24                  10.05%
             12/95           1.90%  10,501.79  5.96%  37.51%  37.51%           2.76% 12,534.92   3.80%  13.64%  13.64%
     1996     1/96           3.40%  10,858.85                 38.58%           2.64% 12,865.84                  18.77%
              2/96           0.90%  10,956.58                 34.58%          -4.77% 12,252.14                   9.38%
              3/96           1.00%  11,066.14  5.37%          31.97%           0.59% 12,324.43  -1.68%           3.39%
              4/96           1.50%  11,232.13                 30.17%           5.96% 13,058.96                   8.28%
              5/96           2.60%  11,524.17                 28.42%          -1.96% 12,803.01                   5.62%
              6/96           0.40%  11,570.27  4.56%          26.03%          -0.35% 12,758.19   3.52%           6.63%
              7/96          -4.40%  11,061.17                 16.64%          -1.64% 12,548.96                   6.19%
              8/96           2.10%  11,293.46                 18.73%          -0.82% 12,446.06                   2.92%
              9/96           5.60%  11,925.89  3.07%          20.33%           2.22% 12,722.36  -0.28%           5.35%
             10/96           2.80%  12,259.82                 24.19%           5.49% 13,420.82                  11.17%
             11/96           7.60%  13,191.56                 28.00%           3.47% 13,886.52                  13.84%
             12/96          -2.00%  12,927.73  8.40%  23.10%  23.10%          -1.50% 13,678.22   7.51%   9.12%   9.12%
     1997     1/97           6.20%  13,729.25                 26.43%           3.86% 14,206.20                  10.42%
              2/97           0.80%  13,839.09                 26.31%           3.49% 14,702.00                  20.00%
              3/97          -4.10%  13,271.68  2.66%          19.93%          -0.59% 14,615.26   6.85%          18.59%
              4/97           6.00%  14,067.98                 25.25%          -1.38% 14,413.57                  10.37%
              5/97           6.10%  14,926.13                 29.52%           0.32% 14,459.69                  12.94%
              6/97           4.50%  15,597.81 17.53%          34.81%           0.08% 14,471.26  -0.99%          13.43%
              7/97           8.00%  16,845.63                 52.30%           5.69% 15,294.67                  21.88%
              8/97          -5.60%  15,902.28                 40.81%          -4.00% 14,682.89                  17.97%
              9/97           5.50%  16,776.90  7.56%          40.68%           1.01% 14,831.18   2.49%          16.58%
             10/97          -3.30%  16,223.26                 32.33%          -1.60% 14,593.88                   8.74%
             11/97           4.60%  16,969.53                 28.64%           1.42% 14,801.12                   6.59%
             12/97           1.70%  17,258.02  2.87%  33.50%  33.50%           2.48% 15,168.19   2.27%  10.89%  10.89%
     1998     1/98           1.10%  17,447.85                 27.09%           0.58% 15,256.16                   7.39%
              2/98           7.20%  18,704.10                 35.15%          -0.99% 15,105.12                   2.74%
              3/98           5.10%  19,658.01 13.91%          48.12%           0.54% 15,186.69   0.12%           3.91%
              4/98           1.00%  19,854.59                 41.13%          -3.39% 14,671.86                   1.79%
              5/98          -1.70%  19,517.06                 30.76%           0.76% 14,783.37                   2.24%
              6/98           4.10%  20,317.26  3.35%          30.26%           0.36% 14,836.59  -2.31%           2.52%
              7/98          -1.10%  20,093.77                 19.28%          -0.29% 14,793.56                  -3.28%
              8/98         -14.50%  17,180.17                  8.04%           5.92% 15,669.34                   6.72%
              9/98           6.40%  18,279.70 -10.03%          8.96%           3.16% 16,164.49   8.95%           8.99%
             10/98           8.10%  19,760.36                 21.80%          -0.75% 16,043.26                   9.93%
             11/98           6.10%  20,965.74                 23.55%          -0.93% 15,894.06                   7.38%
             12/98           5.80%  22,181.76 21.35%  28.53%  28.53%           2.12% 16,231.01   0.41%   7.01%   7.01%
     1999     1/99           4.20%  23,113.39                 32.47%          -1.50% 15,987.55                   4.79%
              2/99          -3.10%  22,396.87                 19.74%           2.62% 16,406.42                   8.61%
              3/99           4.00%  23,292.75  5.01%          18.49%          -1.22% 16,206.26  -0.15%           6.71%
              4/99           3.90%  24,201.17                 21.89%           1.81% 16,499.60                  12.46%
              5/99          -2.40%  23,620.34                 21.02%          -1.43% 16,263.65                  10.01%
              6/99           5.50%  24,919.46  6.98%          22.65%           1.55% 16,515.74   1.91%          11.32%
              7/99          -3.10%  24,146.95                 20.17%          -0.52% 16,429.86                  11.06%
              8/99          -0.50%  24,026.22                 39.85%          -0.32% 16,377.28                   4.52%
              9/99          -2.70%  23,377.51 -6.19%          27.89%           0.05% 16,385.47  -0.79%           1.37%
             10/99           6.30%  24,850.29                 25.76%          -4.21% 15,695.64                  -2.17%
             11/99           2.00%  25,347.30                 20.90%           1.96% 16,003.28                   0.69%
             12/99           5.90%  26,842.79 14.82%  21.01%  21.01%           0.22% 16,038.48  -2.12%  -1.19%  -1.19%
     2000     1/00          -5.00%  25,500.65                 10.33%           1.41% 16,264.63                   1.73%
              2/00          -1.90%  25,016.14                 11.69%          -0.44% 16,193.06                  -1.30%
              3/00           9.80%  27,467.72  2.33%          17.92%          -0.83% 16,058.66   0.13%          -0.91%
              4/00          -3.00%  26,643.69                 10.09%          -1.61% 15,800.11                  -4.24%
              5/00          -2.10%  26,084.17                 10.43%           0.80% 15,926.51                  -2.07%
              6/00           2.50%  26,736.28 -2.66%           7.29%          -0.95% 15,775.21  -1.77%          -4.48%
              7/00          -1.60%  26,308.50                  8.95%          -1.20% 15,585.91                  -5.14%
              8/00           6.20%  27,939.62                 16.29%           2.56% 15,984.91                  -2.40%
              9/00          -5.30%  26,458.82 -1.04%          13.18%          -1.49% 15,746.73  -0.18%          -3.90%
             10/00          -0.40%  26,352.99                  6.05%           0.88% 15,885.31                   1.21%
             11/00          -7.90%  24,271.10                 -4.25%           2.74% 16,320.56                   1.98%
             12/00           0.50%  24,392.46 -7.81%  -9.13%  -9.13%           6.00% 17,299.80   9.86%   7.86%   7.86%
     2001     1/01           3.50%  25,246.19                 -1.00%          -0.02% 17,296.34                   6.34%
              2/01          -9.10%  22,948.79                 -8.26%          -0.63% 17,187.37                   6.14%
              3/01          -6.30%  21,503.01 -11.85%        -21.72%           4.42% 17,947.05   3.74%          11.76%
              4/01           7.80%  23,180.25                -13.00%          -3.83% 17,259.68                   9.24%
              5/01           0.70%  23,342.51                -10.51%           0.60% 17,363.24                   9.02%
              6/01          -2.40%  22,782.29  5.95%         -14.79%          -1.04% 17,182.66  -4.26%           8.92%
              7/01          -1.00%  22,554.47                -14.27%          -0.66% 17,069.25                   9.52%
              8/01          -6.30%  21,133.54                -24.36%           1.49% 17,323.59                   8.37%
              9/01          -8.10%  19,421.72 -14.75%        -26.60%           1.80% 17,635.41   2.63%          11.99%
             10/01           1.90%  19,790.73                -24.90%           2.57% 18,088.64                  13.87%
             11/01           7.70%  21,314.62                -12.18%          -4.52% 17,271.03                   5.82%
             12/01           0.90%  21,506.45 10.73%         -11.83%           1.00% 17,443.75  -1.09%           0.83%
              1/02          -1.46%  21,192.46                -16.06%          -0.30% 17,391.41                   0.55%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      125
Notes to "Managed Futures vs. Stocks" Table:

     Stocks are represented by the S&P 500 Index, provided by Thomson Financial
Software Solutions, Boston, MA; managed futures are represented by the Barclay
CTA Index, provided by Barclay Trading Group Ltd., Fairfield, IA. Each bar
represents the asset class performance derived from successive 12-month
hypothetical holding periods or windows. (A 12-month holding period is defined
as a period of 12 consecutive months, i.e., from January 1989 to December 1989;
the next would be from February 1989 to January 1990, etc.) Performance of any
of these indices (which, by definition, are averages of many individual
investments) may not be representative of any specific investment within that
index's asset class.

     By overlaying returns, investors can see the potential benefits of a
diversified portfolio that includes both traditional and alternative
investments. There are many times when both the managed futures and stock
indices showed positive performance. Obviously, though, there is no investment
that only appreciates. There are 30 periods when managed futures showed negative
returns, while stocks experienced 43 periods of negative returns during the
studied time frame. While not a guarantee of future results, this chart
illustrates the non-correlated aspect of managed futures. This non-correlation
enables investors with managed futures to potentially lower the overall
volatility of their portfolios.

     The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index reflects results net of
actual fees and expenses, it includes accounts with trading advisors and fee
structures that differ from public managed futures funds (such as the
partnerships). Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the partnerships),
may differ.

                            ------------------------

     The following chart was prepared by the general partner to illustrate the
risk/return characteristics of a portfolio consisting of different combinations
of domestic stocks, corporate bonds, international equities, and/or managed
futures, based on the performance of recognized market indices of each asset
over the period January 1980 through January 2002. The notes below are an
integral part of the following chart.

                                      126
IMPROVED PORTFOLIO EFFICIENCY
                       JANUARY 1980 THROUGH JANUARY 2002
Risk/Return Analysis
January 1980 through January 2002
Stocks/Bonds/International Equities/Managed Futures
(Risk/Return Chart Data Points)

                                                  Standard DeviatiAverage   Monthly ROR
                                                          (x-axis)            (Y-axis)
--------------------------------------------------------------------------------------
100% Stocks (S&P 500 Index)                               4.4405%             1.2583%
100% Bonds (Salomon Corporate Bond Index)                 2.7468%             0.8916%
100% International Equities (MSCI EAFE Index)             5.0325%             0.9991%
100% Managed Futures (Barclay CTA Index)                  5.0512%             1.2023%
50% Stocks/50% Bonds                                      2.9539%             1.0749%
50% Stocks/30% Bonds/10% Int'l Eqs./10% Mgd. Futures      2.9376%             1.1168%
50% Stocks/40% Bonds/10% Mgd. Futures                     2.8181%             1.1060%
60% Stocks/40% Bonds                                      3.1842%             1.1116%
60% Stocks/30% Bonds/10% Mgd. Futures                     3.0734%             1.1427%
70% Stocks/30% Bonds                                      3.4562%             1.1483%
70% Stocks/20% Bonds/10% Mgd. Futures                     3.3678%             1.1793%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Notes to "Improved Portfolio Efficiency":

     Stocks are represented by the S&P 500 Index, corporate bonds are
represented by the Salomon Corporate Bond Index, and international equities are
represented by the MSCI EAFE Index, each provided by Thomson Financial Software
Solutions, Boston, MA; managed futures are represented by the Barclay CTA Index,
provided by the Barclay Trading Group Ltd., Fairfield, IA. Performance of any of
these indices (which, by definition, are averages of many individual
investments) may not be representative of any specific investment within that
index's asset class.

     The performance information of the asset classes above does not reflect the
effect of fees identical to those to be paid by the partnerships, including
management, incentive, and brokerage fees. Past performance is no guarantee of
future results. Note that while the Barclay CTA Index reflects results net of
actual fees and expenses, it includes accounts with trading advisors and fee
structures that differ from public managed futures funds (such as the
partnerships). Also, the partnerships' trading strategies may be different from
the trading strategies employed by the trading advisors included in the Barclay
CTA Index. Accordingly, while the Barclay CTA Index is believed to be
representative of managed futures in general, the performance of public managed
futures funds as a subclass, or individually (in particular, the partnerships),
may differ.

                      ------------------------------------

PROFESSIONAL MANAGEMENT

     Professional money management is one of the most significant benefits a
managed futures investment can offer. A professional trading advisor has several
advantages over an individual investor.

     * Capitalization -- Trading advisors are well capitalized, and capable of
       managing market volatility.

     * Discipline -- Trading advisors employ established, disciplined approaches
       to futures trading, as well as strict money management policies and
       techniques.

                                      127
* Planned Strategy -- Trading advisors research and design trading
       strategies that seek to provide long-term profit potential.

     * Risk Control -- Trading advisors offer a full time commitment to risk
       control, based upon calculated risk management strategies and years of
       research and experience.

     * Research and Development -- Trading advisors are committed to ongoing
       research and development, in an effort to continuously improve upon
       existing systems and technology in order to keep pace with industry
       developments and potentially capitalize on market opportunities as they
       occur.

     In considering the advantages of utilizing a professional trading advisor,
you also should consider the fees a trading advisor will be paid to manage a
partnership's account. The monthly management fee for each partnership is 1/12
of 2.0% of the partnership's average month-end net assets, except for Charter
Campbell, which pays a monthly management fee of 1/12 of 2.75% of that
partnership's average month end net assets and the monthly incentive fee is
20.0% of trading profits, except for Charter MSFCM, which pays a quarterly
incentive fee of 20% of trading profits.

THE TRADING ADVISOR SELECTION PROCESS

     The trading advisor for each partnership was chosen by the general partner
based upon a strict selection process, including such criteria as performance
history, experience, personnel, and due diligence. The performance history and
trading experience of the trading advisors chosen for each partnership span a
range of six to thirty years, and each trading advisor employs experienced
personnel. Additionally, the general partner monitors daily each trading
advisor's activities on behalf of a partnership and periodically conducts
on-site due diligence visits to remain abreast of each trading advisor's
continuing efforts toward research and development. This selection process is
described below.

     In order for a trading advisor to be selected by the general partner, a
qualitative and quantitative due diligence process is undertaken, considering
the factors described below. The general partner's primary objective in the
selection process is to allocate assets to trading advisors with
well-established performance histories and whom it believes have the potential
to continue to be successful in the future.

     Monitoring is an important second phase in the due diligence process. The
general partner has invested significant resources into its proprietary Fund
Management System, a comprehensive computerized management system. This
sophisticated system produces daily control reports generated from actual
trading data and enables the general partner to closely monitor the activity and
performance of trading advisors relative to their historical profile.

     Monitoring also occurs on a periodic basis by discussing with the trading
advisors their performance relative to profile and peer trading advisors, recent
market conditions, and trading opportunities. Ongoing research and development,
and continued on-site due diligence visits are conducted. While the due
diligence process cannot guarantee future success, the general partner believes
the process can provide the basis for sound decision-making and can increase the
potential for future success.

                    Trading Advisor Evaluation and Selection
Screening           Trading advisors are screened from a pool of
                    approximately 400.
Evaluation          Trading advisors are categorized and evaluated based
                    on quantitative and qualitative factors.
Selection           Trading advisors are selected based on quantitative
                    and qualitative analysis.
Monitoring          Daily and periodic monitoring and reporting takes
                    place on an ongoing basis.
128
Trading advisors are analyzed by a combination of quantitative measures and
qualitative factors, including:

Quantitative Measures

* Review of historic performance returns

* Review of performance versus managed futures industry

* Review of risk, including standard deviation of monthly returns and worst
  decline periods

* Scrutiny of performance in key periods

* Leverage policies of trading advisors

* Correlation analysis of trading advisor returns versus managed futures
  industry indices and other asset class indices

Qualitative Factors

* Experience of staff responsible for development and management of trading
  approach

* Development of trading advisor's profile

* Consistency of trading approach

* On-site office visit to trading advisor headquarters

* Ongoing commitment to research and
   development

* Flexibility to expand in order to meet demands of growth in assets

FUTURES, FORWARDS, AND OPTIONS TRADED

     Adding managed futures investments to a traditional portfolio of stocks and
bonds can provide qualified investors with access to major world economic
markets. At any given time, managed futures investments can participate in a
broad array of markets, selected from among approximately 75 global futures and
forward markets on approximately 20 exchanges worldwide.

--------------------------------------------------------------------------------
UNITED STATES          UNITED KINDOM     FRANCE            GERMANY
--------------------------------------------------------------------------------
Bonds, Bills & Notes   Long Gilt         Notional Bond     Bund
Dollar                 Short Sterling    Pibor             Mark
S&P 500                Pound             Franc             DAX
                       FTSE 100          CAC 40

--------------------------------------------------------------------------------
RUSSIA                 CHINA             JAPAN             AUSTRALIA
--------------------------------------------------------------------------------
Ruble                  Han Seng Index    Government Bonds  3-year &
                                         Yen                  10-year bonds
                                         Nikkei 225        Dollar
                                                           All Ordinaries Index

                                      129
MAJOR FUTURES MARKETS TRADED

     Markets traded may include, but are not limited to, the following:
AGRICULTURALS             FOREIGN EXCHANGE          STOCK INDICES                 INTEREST RATES
------------------------  ------------------------  ----------------------------  ----------------------------
Cocoa                     Australian dollar         All Ordinaries                Australian Bank Bill
Coffee                    British pound             CAC 40                        Australian T-Bonds
Corn                      Canadian dollar           DAX                           British Long Gilt
Cotton                    Czech koruna              Dow Jones                     British Short Sterling
Feeder cattle             Danish kronor               Industrial                  Canadian Bankers
Lean hogs                 Euro                      FT-SE 100                       Acceptances
Live cattle               Hong Kong dollar          Hang Seng                     Canadian Government
Lumber                    Japanese yen              IBEX-35 PLUS                    Bond
Oats                      Korean won                MIB 30                        Euro Bonds
Orange juice              Mexican peso              NASDAQ 100                    Eurodollar
Pork bellies              New Zealand dollar        Nikkei 225                    Euribor
Rubber                    Norwegian krone           NYSE Composite                Euroyen
Soybean meal              Philippine peso           Russell 2000                  Japanese Government
Soybean oil               Singapore dollar          S&P Canada 60                   Bond
Soybeans                  South African rand        S&P 500                       Muni Bond Index
Sugar                     Swedish krona             Taiwan Stock Index            New Zealand Bill
Wheat                     Swiss franc               Topix Stock Index             Spanish Government
METALS                    U.S. dollar                                               Bond
Aluminum                  ENERGIES                                                Swiss Government
Copper                    Brent crude oil                                           Bond
Gold                      Crude oil                                               U.S. T-Bonds
Lead                      Gas oil                                                 U.S. T-Notes
Nickel                    Heating oil
Palladium                 Natural gas
Platinum                  Unleaded gas
Silver
Tin
Zinc
Each partnership normally trades a portfolio of diverse futures, forwards,
and options, but may trade a greater or lesser number of futures, forwards, and
options from time to time. Each limited partner will obtain greater
diversification in futures, forwards, and options traded than would be possible
trading individually, unless substantially more than the minimum investment
described herein were committed to the futures, forwards, and options markets.

EXCHANGE RIGHT

     At the sixth month-end after a person first becomes a limited partner in
any Charter Series partnership, and each calendar month thereafter, a limited
partner may shift his investment among the partnerships. This permits a limited
partner to select one or more partnerships which best suit his investment needs
and objectives, which may change from time to time. A limited partner is not
required to pay any redemption charges in connection with a Charter Series
exchange.

DIVERSIFIED PROFESSIONAL TRADING MANAGEMENT

     Trading decisions for each partnership will be made by a trading advisor
retained by the general partner. The trading approaches employed on behalf of
each partnership by its trading advisor are not available for investments as
small as the required minimum investment in each partnership. A limited partner
can diversify his professional trading management by dividing his

                                      130
investment among two or all five of the partnerships. For example, an investor
owning units of all five partnerships in the Charter Series would have the
benefit of having his investment managed by five different trading advisors.

LIMITED LIABILITY

     Unlike an individual who invests directly in futures, forwards, and
options, an investor in a partnership cannot be individually subject to margin
calls and cannot lose more than the amount of his unredeemed capital
contribution, his share of undistributed profits, if any, and, under certain
circumstances, any distributions and amounts received upon redemption, or deemed
received on an exchange of units, and interest thereon.

INTEREST INCOME

     Many commodity brokers permit accounts above a certain size to deposit
margin for futures, forwards, and options in the form of interest-bearing
obligations, such as U.S. Treasury bills, rather than cash, thus enabling the
account to earn interest on funds being used for futures trading, or such
brokers pay interest at U.S. Treasury bill rates on a portion of the cash
deposited in the account. Each partnership deposits its assets in separate
commodity trading accounts with the commodity brokers. Morgan Stanley DW credits
each partnership at each month-end with interest income as if 100% of each
partnership's average daily net assets for the month were invested at a
prevailing rate on U.S. Treasury bills. Generally, an individual trader would
not receive any interest on the funds in his commodity account unless he
committed substantially more than the minimum investment required for the
partnerships. While the partnerships are credited with interest by Morgan
Stanley DW on the respective percentage of their assets deposited as margin as
described above, the form of margin posted, whether cash or interest-bearing
obligations (such as U.S. Treasury bills), does not reduce the risks inherent in
the trading of futures, forwards, and options.

ADMINISTRATIVE CONVENIENCE

     The partnerships are structured so as to provide limited partners with
numerous services designed to alleviate the administrative details involved in
engaging directly in futures, forwards, and options trading, including monthly
and annual financial reports (showing, among other things, the net asset value
of a unit, trading profits or losses, and expenses), and all tax information
relating to the partnerships necessary for limited partners to complete their
federal income tax returns.

                      SUPPLEMENTAL PERFORMANCE INFORMATION

     The tables on the following pages contain summary performance information
and certain other data for each partnership, supplementing the information in
Part I of this prospectus.

                                      131
--------------------------------------------------------------------------------
                                 CHARTER GRAHAM

All of the performance data below is as of January 31, 2002.

---------------------------------------------------
                           CHARTER GRAHAM STATISTICS

Trading Advisor:                                 Graham Capital Management, L.P.
Began Trading:                                                        March 1999

Net Assets in Fund:                                                $50.5 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------

                                 RISK ANALYSIS

Compounded Annual Rate of Return:                                         12.17%

Standard Deviation of Monthly Returns:                                     6.86%

Annualized Standard Deviation:                                            23.76%

Sharpe Ratio:                                                               0.30

Largest Decline Period (2/00 - 7/00):                                   (17.06)%

Average Recovery (No. of months):                                           3.50

Average Monthly Loss:                                                    (4.89)%

Standard Deviation of Monthly Loss:                                        3.63%

% of Losing Months:                                                       42.86%

Average Monthly Gain:                                                      5.75%

Standard Deviation of Monthly Gain:                                        4.84%

% of Winning Months:                                                      57.14%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION

Foreign Exchange    25%
Interest Rates      31%
Stock Indices       11%
Agriculturals       10%
Energies            13%
Metals              10%

------------------------------------------------------------
                                TRADING STRATEGY

Graham relies on technical information as the basis for its systematic trading
decisions. Graham believes that it can, over time, anticipate market events
using multiple quantitative mathematical models to determine its systematic
trading activities. The objective of the trading system is to identify positions
in markets where the price action of a particular market signals the
computerized systems used by Graham that a potential trend in prices is
occurring. The systems are designed to mathematically analyze the recent trading
characteristics of each market and statistically compare such characteristics to
the long-term historical trading pattern of a particular market. As a result of
this analysis, the programs will utilize proprietary risk management and trade
filter strategies which are intended to enable the system to benefit from
sustained price trends while protecting the account from unacceptable levels of
risk and volatility exposure. One of the most important objectives of Graham's
programs is to strategically reduce leverage in markets where it has achieved
significant profits prior to substantial price reversal using proprietary
techniques designed to reduce volatility, without diluting net returns. The
owners and employees of Graham have a significant amount invested in Graham's
trading programs.

------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:
AGRICULTURALS           METALS               STOCK
Cocoa                   Aluminum             INDICES
Coffee                  Copper               CAC 40
Corn                    Gold                 DAX
Cotton                  Lead                 FT-SE 100
Lean Hogs               Nickel               Hang Seng
Live Cattle             Palladium            IBEX-35 PLUS
Soybean Meal            Zinc                 NASDAQ 100
Soybean                 FOREIGN              Nikkei 225
Soybean Oil             EXCHANGE             Russell 1000
Sugar                   Australian dollar    S&P 500
Wheat                   British pound        Topix
ENERGIES                Canadian dollar      INTEREST
Crude Oil               Euro                 RATES
Gas Oil                 Japanese yen         Australian Bank
Natural Gas             Korean won           Bills
Unleaded Gas            Mexican peso         Australian T-bonds
                        New Zealand          British Long Gilt
                          dollar             British Short
                        Singapore dollar       Sterling
                        South African rand   Euro bonds
                        Swedish krona        Japanese
                        Swiss franc            government bonds
                        U.S. Dollar          Swiss government
                        Cross rates            bonds
                                             U.S. T-bonds
                                             U.S. T-notes
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      132
--------------------------------------------------------------------------------

                           CHARTER GRAHAM PERFORMANCE
1999         2000         2001         2002
  2.90%       21.96%        9.72%        1.60%
   (10
 months)                               (1 month)
--------------------------------------------------------------------------------

                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

                                   [CHART]

--------------------------------------------------------------------------------

               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)

                                   [CHART]

--------------------------------------------------------------------------------

                       CORRELATION ANALYSIS (3/99 - 1/02)

Note: The closer the value to zero, the lower the correlation to the indexes
compared.
Charter
                                                       Graham         ZURICH         S&P         SAL        EAFE
Charter Graham                                          1.00            0.88       (0.37)       0.21       (0.23)
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
--------------------------------------------------------------------------------

The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets,
Inc., New York, N.Y.

Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      133
--------------------------------------------------------------------------------
                                CHARTER MILLBURN

All of the performance data below is as of January 31, 2002.

---------------------------------------------------
                          CHARTER MILLBURN STATISTICS

Trading Advisor:                                 Millburn Ridgefield Corporation
Began Trading:                                                        March 1999

Net Assets in Fund                                                 $30.6 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------

                                 RISK ANALYSIS

Compounded Annual Rate of Return:                                        (2.27)%

Standard Deviation of Monthly Returns:                                     5.37%
Annualized Standard Deviation:                                            18.62%

Sharpe Ratio:                                                             (0.39)

Largest Decline Period (7/99 - 7/00):                                   (23.11)%

Average Recovery (No. of Months):                                           3.33

Average Monthly Loss:                                                    (4.38)%

Standard Deviation of Monthly Loss:                                        3.26%

% of Losing Months:                                                       45.71%

Average Monthly Gain:                                                      3.59%

Standard Deviation of Monthly Gain:                                        3.88%

% of Winning Months:                                                      54.29%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION

Foreign Exchange    31%
Interest Rates      31%
Stock Indices       10%
Agriculturals        7%
Energies            18%
Metals               5%

------------------------------------------------------------
                                TRADING STRATEGY

Millburn's trading methodology includes technical trend analysis, certain
non-trend-following technical systems, and risk management principles. The first
step in the trading methodology is the development of intermediate- to long-term
trading systems which generate buy or sell decisions in a particular market
based on the direction of the price trend in the market. Millburn then tests the
full range of the systems in each market traded against five, ten or fifteen
years of historical data to simulate the results the system would have achieved
in the markets had the system been used to make trading decisions during the
simulation period. Millburn applies a System Selection Algorithm to simulate
potential combinations of systems and searches for both an optimal number and
combination of systems in each market. The number of systems ranges from 5 to 8,
and the combination selected is designed to maximize Sharpe ratio, subject to
minimum levels of diversification among systems in the group. Millburn also
employs a Portfolio Allocation Algorithm designed to select a portfolio with
what Millburn believes to be `optimal' risk/reward statistics and to dynamically
shift the portfolio risk allocations into the markets and sectors which offer
the best potential for profit.

In attempting to assess market volatility as a means of monitoring and
evaluating risk, Millburn uses a volatility overlay as a part of individual
market risk management. This system is designed to measure the risk in a
portfolio's position in a market and signals a decrease in position size when
risk increases and an increase in position size when risk decreases. Millburn's
volatility overlay maintains overall portfolio risk and distribution of risk
across markets within designated ranges. In addition to the volatility overlay,
Millburn's risk management focuses on money management principles applicable to
the portfolio as a whole rather than to individual markets and the careful
control of leverage or portfolio size.

Millburn is engaged in a substantial ongoing research effort to improve its
trading methods and to apply its quantitative analytic expertise to new
financial products.

------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:
AGRICULTURALS           FOREIGN              STOCK
Cocoa                   EXCHANGE             INDICES
Coffee                  British pound        All Ordinaries
Corn                    Canadian dollar      DAX
Cotton                  Euro                 FT-SE 100
Sugar                   Japanese yen         Hang Seng
Wheat                   Mexican peso         NASDAQ 100
ENERGIES                Norwegian krone      Nikkei 225
Crude Oil               Singapore dollar     S&P 500
Gas Oil                 Swiss franc          Topix
Heating Oil             Exotic currencies    INTEREST
Natural Gas             Cross rates          RATES
Unleaded Gas                                 British Long Gilt
METALS                                       British Short
Aluminum                                       Sterling
Copper                                       Euro bonds
Gold                                         Japanese
Zinc                                           government bonds
                                             U.S. T-bonds
                                             U.S. T-notes
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      134
--------------------------------------------------------------------------------

                          CHARTER MILLBURN PERFORMANCE
1999         2000         2001         2002
 (7.20)%     (12.07)%     (11.25)%       1.30%
   (10
 months)                               (1 month)
--------------------------------------------------------------------------------

                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

                                   [CHART]

--------------------------------------------------------------------------------

               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)

                                   [CHART]

--------------------------------------------------------------------------------

                       CORRELATION ANALYSIS (3/99 - 1/02)
Charter
                                                      Millburn        ZURICH         S&P         SAL        EAFE
Charter Millburn                                        1.00            0.86       (0.22)       0.16       (0.08)
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
--------------------------------------------------------------------------------

The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.

Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      135
--------------------------------------------------------------------------------
                                 CHARTER WELTON

All of the performance data below is as of January 31, 2002.

---------------------------------------------------
                           CHARTER WELTON STATISTICS

Trading Advisor:                                   Welton Investment Corporation
Began Trading:                                                        March 1999

Net Assets in Fund:                                                $16.2 million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                            1/12 of 2% of Beg. Net Assets

Monthly Brokerage Fee:                          1/12 of 6.75% of Beg. Net Assets

Monthly Incentive Fee:                            20% of Monthly Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------

                                 RISK ANALYSIS

Compounded Annual Rate of Return:                                       (11.10)%

Standard Deviation of Monthly Returns:                                     5.35%

Annualized Standard Deviation:                                            18.54%

Sharpe Ratio:                                                             (0.87)

Largest Decline Period (3/99 - 6/01):                                   (34.40)%

Average Recovery (No. of months):                                            N/A

Average Monthly Loss:                                                    (4.71)%

Standard Deviation of Monthly Loss:                                        2.43%

% of Losing Months:                                                       57.14%

Average Monthly Gain:                                                      4.32%

Standard Deviation of Monthly Gain:                                        3.41%

% of Winning Months:                                                      42.86%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION

Foreign Exchange    17%
Interest Rates      30%
Stock Indices       36%
Agriculturals        1%
Energies            12%
Metals               4%

------------------------------------------------------------
                                TRADING STRATEGY
Welton's Diversified Portfolio seeks to add value to investors' portfolios
through goals of absolute performance, controlled downside volatility, and
non-correlation to traditional equity and fixed income investments. Multiple
non-directional (volatility and statistical arbitrage) as well as price
directional (trend following) based technical models utilizing both options and
futures are employed to diversify the basis of profitability and to balance
return expectation with associated risk exposure across markets and trading
methods in a variety of economic conditions.

Welton's Alpha Portfolio utilizes fewer trading styles on a more limited group
of highly liquid global futures and options markets. Trading styles are
specifically focused on opportunities that have a low dependency on correct
directional positioning and the timing of those positions.

Ongoing research and development is a focused commitment of resources to improve
the consistency and quality of performance. It is Welton's position that no
single type of market movement, trading time frame, overall macroeconomic
environment, or any instrument of market mispricings that a trader may take
advantage of will be present at any given time. Although the trading of Welton's
portfolios is guided by the consistent application of proprietary mathematical
models, there will always remain the potential for investment decisions
requiring the discretion and judgment of Welton. These include, but are not
limited to, contract month selection, analysis of portfolio balance, and capital
requirements. Some principals of Welton have a significant amount of their
personal capital invested in the Diversified Portfolio.
------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited to, the following:
AGRICULTURALS          METALS              STOCK INDICES
Cocoa                  Aluminum            All Ordinaries
Coffee                 Copper              CAC 40
Corn                   Gold                DAX
Cotton                 Lead                DJIA
Lean Hogs              Nickel              FT-SE 100
Live Cattle            Palladium           Hang Seng
Lumber                 Platinum            IBEX-35 PLUS
Orange Juice           Silver              MIB 30
Pork Bellies           Tin                 NASDAQ 100
Rubber                 Zinc                Nikkei 225
Soybean Meal           FOREIGN             S&P 500
Soybean Oil            EXCHANGE            INTEREST
Soybeans               Australian dollar   RATES
Sugar                  British pound       Australian Bank Bills
Wheat                  Canadian dollar     Australian T-bonds
ENERGIES               Euro                British Long Gilt
Crude Oil              Japanese yen        British Short Sterling
Heating Oil            Mexican peso        Canadian Bankers
Natural Gas            New Zealand           Acceptances
Unleaded Gas             dollar            Euro bonds
                       South African rand  Japanese government
                       Swedish Krona         bonds
                       Swiss franc         New Zealand bills
                       Cross rates         U.S. T-bonds
                                           U.S. T-notes
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      136
--------------------------------------------------------------------------------

                           CHARTER WELTON PERFORMANCE
1999         2000         2001         2002
(10.70)%      (8.17)%     (13.05)%      (0.56)%
(10 months)                            (1 month)
--------------------------------------------------------------------------------

                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

                                   [CHART]

--------------------------------------------------------------------------------

               HISTORICAL PERFORMANCE COMPARISON (2/28/99 = $10)

                                   [CHART]

--------------------------------------------------------------------------------

                       CORRELATION ANALYSIS (3/99 - 1/02)
Charter
                                                       Welton         Zurich         S&P         SAL        EAFE
Charter Welton                                          1.00            0.73        0.00        0.29        0.16
Zurich Index                                                            1.00       (0.29)       0.24       (0.14)
S & P 500 Index                                                                     1.00       (0.06)       0.81
Salomon Corporate Bond Index                                                                    1.00       (0.04)
MSCI EAFE Index                                                                                             1.00
--------------------------------------------------------------------------------

The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.

Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      137
--------------------------------------------------------------------------------

                                 CHARTER MSFCM

All of the data below is as of January 31, 2002.

---------------------------------------------------

                            CHARTER MSFCM STATISTICS

Trading Advisor:  Morgan Stanley Futures & Currency

                                                                      Mgmt. Inc.
Began Trading:                                                        March 1994

Total Assets in Fund:                                              $43.6 Million

Minimum Investment:                                                      $20,000
Monthly Management Fee:                                         1/12 of 2.00% of
                                                                 Beg. Net Assets

Monthly Brokerage Fee:                                          1/12 of 6.75% of
                                                                 Beg. Net Assets

Quarterly Incentive Fee:                                     20.00% of Quarterly
                                                                 Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------
                                 RISK ANALYSIS

Compounded Annual Rate of Return:                                          7.09%

Standard Deviation of Monthly Returns:                                     6.37%

Annualized Standard Deviation:                                            22.07%

Sharpe Ratio:                                                               0.09

Largest Decline Period (7/94 - 1/95):                                   (22.84)%

Average Recovery (No. of months):                                           2.75

Average Monthly Loss:                                                    (4.27)%

Standard Deviation of Monthly Loss:                                        3.03%

% of Losing Months:                                                       45.26%

Average Monthly Gain:                                                      4.93%

Standard Deviation of Monthly Gain:                                        5.31%

% of Winning Months:                                                      54.74%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION

Foreign Exchange    37%
Interest Rates      30%
Stock Indices        2%
Energies            19%
Metals              12%

------------------------------------------------------------
                                TRADING STRATEGY

Morgan Stanley Futures & Currency Management's trading methodology is trend
following in nature, attempting to identify long-term trends that are beginning
and taking positions that can potentially profit from a continuation of these
trends. Positions are maintained until certain price objectives are reached or
the trend is no longer detected in the data. Deciding when to enter and exit a
position, and how much exposure to maintain, is made systematically utilizing a
fixed set of technical rules and mathematical formulas that consider factors
such as daily price activity, volatility, volume, and open interest. Although
Morgan Stanley Futures & Currency Management's trading methodology is generally
universal across all markets traded, variations are applied from sector to
sector. In some sectors Morgan Stanley Futures & Currency Management will
maintain either a long or short position at all times, but in other sectors a
position will only be taken if a clear trend is determined. In addition, a
longer term perspective may be applied in certain market sectors when detecting
rising versus declining trends.

Determining which markets to trade and how much risk to allocate to each market
is accomplished using a combination of technical inputs and professional
judgment. Factors employed to scrutinize the potential contribution each market
can make to the overall portfolio include historical return, volatility, and
cross-correlations to other markets. Professional judgment is used in making the
final determination as to which markets to trade and takes into account such
things as market liquidity and cost of trading.

Over its thirteen year history, Morgan Stanley Futures & Currency Management has
allocated significant resources to maintain an active research and development
process. This ongoing commitment is maintained to improve the potential for
strong future performance for Morgan Stanley Futures & Currency Management
clients.

------------------------------------------------------------
                             FUTURES MARKETS TRADED

Markets traded may include, but are not limited, to the following:
INTEREST RATES         FOREIGN EXCHANGE    STOCK INDICES
Australian T-bonds     Australian dollar   Nikkei 225
Euro bonds             British pound       S&P 500
Eurodollars            Euro
Japanese gov't         Japanese yen
  bond                 South African rand
U.S. T-bonds           Swedish krona
U.S. T-notes           Swiss franc
ENERGIES               METALS
Brent Crude Oil        Aluminum
Crude Oil              Copper
Natural Gas            Gold
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      138
--------------------------------------------------------------------------------

                           CHARTER MSFCM PERFORMANCE
1994        1995        1996        1997        1998        1999        2000        2001        2002
 (7.32)%     21.88%       3.97%      26.22%       5.07%      (9.21)%     23.77%      (3.31)%      1.65%
(10 months)                                                                                     (1 month)
--------------------------------------------------------------------------------

                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

--------------------------------------------------------------------------------

               HISTORICAL PERFORMANCE COMPARISON (2/28/94 = $10)

                                   [CHART]

--------------------------------------------------------------------------------

                       CORRELATION ANALYSIS (3/94 - 1/02)
Charter
                                                        MSFCM         Zurich         S&P         SAL        EAFE
Charter MSFCM                                           1.00            0.82       (0.05)       0.22        0.01
Zurich Index                                                            1.00       (0.11)       0.28       (0.06)
S & P 500 Index                                                                     1.00        0.28        0.75
Salomon Corporate Bond Index                                                                    1.00        0.04
MSCI EAFE Index                                                                                             1.00
--------------------------------------------------------------------------------

The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.

Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      139
--------------------------------------------------------------------------------
                           CHARTER CAMPBELL PRO FORMA

---------------------------------------------------
                            CAMPBELL & COMPANY, INC.

Trading Advisor:                                        Campbell & Company, Inc.
Began Trading:                                                      January 1972
Total Assets Under Management:
Minimum Investment:                                                      $20,000
Monthly Management Fee:                                         1/12 of 2.75% of
                                                                 Beg. Net Assets
Monthly Brokerage Fee:                                          1/12 of 6.75% of
                                                                 Beg. Net Assets
Monthly Incentive Fee:                                            20% of Monthly
                                                                 Trading Profits
Investment Style:                                                      Technical

---------------------------------------------------
                            PRO FORMA RISK ANALYSIS

Compounded Annual Rate of Return:                                         11.37%

Standard Deviation of Monthly Returns:                                     6.27%

Annualized Standard Deviation:                                            21.71%

Sharpe Ratio:                                                               0.29

Largest Decline Period (4/86 - 11/86):                                  (38.80)%

Average Recovery (No. of Months):                                           3.39

Average Monthly Loss:                                                    (4.33)%

Standard Deviation of Monthly Loss:                                        3.49%

% of Losing Months:                                                       40.71%

Average Monthly Gain:                                                      4.81%

Standard Deviation of Monthly Gain:                                        4.88%

% of Winning Months:                                                      59.29%

---------------------------------------------------
                          AVERAGE SECTOR PARTICIPATION

Foreign Exchange    48%
Interest Rates      25%
Stock Indices       14%
Energies            12%
Metals               1%

------------------------------------------------------------
                                TRADING STRATEGY

Campbell makes trading decisions for all clients' accounts using proprietary
technical trading models which analyze market statistics. Campbell's trading
models are designed to detect and exploit medium- to long-term price changes,
while also applying proven risk management and portfolio management principles.
Campbell believes that utilizing multiple trading models for the same client
account provides an important level of diversification, and is most beneficial
when multiple contracts in each market are traded. Every trading model may not
trade every market. It is possible that one trading model may signal a long
position while another trading model signals a short position in the same
market. It is Campbell's intention to offset these signals to reduce unnecessary
trading, but if the signals are not simultaneous, both trades will be taken and
since it is unlikely that both positions would prove profitable, in retrospect,
one or both trades will appear to have been unnecessary. It is Campbell's policy
to follow trades signaled by each trading model independently of the other
models. Campbell's trading models may include trend-following trading models,
counter-trend trading models, and trading models that do not seek to identify or
follow price trends at all.

Campbell applies risk management and portfolio management strategies to measure
and manage overall portfolio risk. These strategies include portfolio structure,
risk balance, capital allocation, and risk limitation. One objective of risk and
portfolio management is to determine periods of relatively high and low
portfolio risk, and when such points are reached, Campbell may reduce or
increase position size accordingly. It is possible, however, that this reduction
or increase in position size may not enhance the results achieved over time.

------------------------------------------------------------
                             FUTURES MARKETS TRADED
INTEREST RATES         FOREIGN EXCHANGE    STOCK INDICES
ENERGIES
METALS
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      140
--------------------------------------------------------------------------------
                     CHARTER CAMPBELL PRO FORMA PERFORMANCE
1983        1984        1985        1986        1987        1988        1989        1990        1991        1992
 (5.51)%     29.67%      31.28%     (25.87)%     78.58%       1.56%      30.30%      24.96%      23.37%       6.28%
(9 months)
  1993        1994        1995        1996        1997        1998        1999        2000        2001        2002
 (1.16)%    (20.22)%     11.70%      26.48%      13.56%      14.48%       3.13%      10.45%       0.95%      (1.09)%
                                                                                                            (1 month)
--------------------------------------------------------------------------------
                 ROLLING 12-MONTH PERFORMANCE VS. ZURICH INDEX

--------------------------------------------------------------------------------
               HISTORICAL PERFORMANCE COMPARISON (12/83 = $1,000)

--------------------------------------------------------------------------------
                       CORRELATION ANALYSIS (1/84 - 1/02)
Charter
                                                      Campbell
                                                      Pro Forma      Zurich        S&P        SAL       EAFE
Charter Campbell Pro Forma                              1.00           0.74       0.16       0.09       0.03
Zurich Index                                                           1.00       0.06       0.21       0.02
S & P 500 Index                                                                   1.00       0.31       0.54
Salomon Corporate Bond Index                                                                 1.00       0.15
MSCI EAFE Index                                                                                         1.00
--------------------------------------------------------------------------------

The S&P 500 Index, Salomon Corporate Bond Index and MSCI EAFE Index performance
data for stocks, corporate bonds, and international stocks, respectively, are
provided by Thomson Financial Software Solutions, Boston, MA. The Zurich Index
performance data for managed futures is provided by Zurich Capital Markets Inc.,
New York, N.Y.

Risk Considerations: Typically, managed futures investments are speculative,
involve a high degree of risk, have substantial charges and are suitable only
for the risk capital portion of an investor's portfolio. Before investing in any
partnership and in order to make an informed decision, you should read the
Charter Series prospectus carefully for complete information, including charges,
expenses, and risks. Financial advisors should also read the prospectus before
discussing managed futures with clients.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      141
The following charts were prepared by the general partner to illustrate the
change in fund assets from their inception of trading through January 31, 2002
to reflect each partnership's performance and net additions of capital.

                                 CHARTER GRAHAM
                               FUND ASSET HISTORY

Feb-99    Dec-99    Dec-00    Dec-01    Jan-02
$4.363    $20.661   $28.771   $47.941   $50.539

                                CHARTER MILLBURN
                               FUND ASSET HISTORY

Mar-99    Dec-99    Dec-00     Dec-01    Jan-02
$7.656    $23.304   $29.783    $30.219   $30.589

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      142
CHARTER WELTON
                               FUND ASSET HISTORY

Mar-99    Dec-99    Dec-00    Dec-01    Jan-02
$8.106    $23.077   $22.309   $16.653   $16.175

                                 CHARTER MSFCM
                               FUND ASSET HISTORY
Feb-94   Dec-94    Dec-95    Dec-96    Dec-97    Dec-98    Dec-99    Dec-00    Dec-01    Jan-02
$20.265  $60.366   $53.645   $44.794   $48.003   $45.472   $36.185   $37.382   $42.400   $43.648
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      143
The following charts were prepared by the general partner to illustrate the
monthly performance, on a net asset value per unit basis, of each partnership
versus that of the Zurich Index, from inception of trading through January 31,
2002. The Zurich Index represents the dollar-weighted average performance of
public managed futures funds. To qualify for inclusion in the Zurich Index, an
investment product must appear in Zurich's fund performance tables. Zurich
imposes no minimum size restrictions on the public managed futures funds that it
tracks. As of January 31, 2002 there were 75 public managed futures funds
included in the calculation of the Zurich Index.

                               CHARTER GRAHAM VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON

MS CHARTER GRAHAM
GRAHAM GL DIV          GRAHAM K-4                     MSCG

   Period       ROR    NAV     YTD      ROR    NAV     YTD     ROR    NAV      YTD
Feb-99          10.00                                          10.00
       Mar-99  -8.02%   9.20                                  -8.00%   9.20
       Apr-99   4.22%   9.59                                   4.24%   9.59
       May-99  -5.91%   9.02                                  -5.94%   9.02
       Jun-99   6.62%   9.62                                   6.65%   9.62
       Jul-99  -2.62%   9.36                                  -2.60%   9.37
       Aug-99   4.70%   9.80                                   4.70%   9.81
       Sep-99   1.30%   9.93                                   1.22%   9.93
       Oct-99  -6.08%   9.33                                  -6.04%   9.33
       Nov-99   1.87%   9.50                                   1.82%   9.50
       Dec-99   8.30%  10.29    2.92%                          8.32%  10.29     2.90%
       Jan-00   2.53%  10.55                                   2.53%  10.55
       Feb-00  -2.37%  10.30                                  -2.37%  10.30
       Mar-00   0.29%  10.33                                   0.29%  10.33
       Apr-00  -4.97%   9.82                                  -4.94%   9.82
       May-00  -4.01%   9.42                                  -3.97%   9.43
       Jun-00  -5.42%   8.91                                  -5.51%   8.91
       Jul-00  -1.80%   8.75                                  -1.80%   8.75
       Aug-00   7.04%   9.37                                   7.09%   9.37
       Sep-00  -1.63%   9.22                                  -1.60%   9.22
       Oct-00   2.94%   9.49                                   2.93%   9.49
       Nov-00  16.60%  11.06                                  16.54%  11.06
       Dec-00  13.48%  12.55   21.98%          10.00          13.47%  12.55    21.96%
       Jan-01  -2.19%  12.28            2.68%  10.27          -1.99%  12.30
       Feb-01   2.46%  12.58            8.13%  11.10           3.41%  12.72
       Mar-01  11.67%  14.05           10.99%  12.32           8.41%  13.79
       Apr-01  -12.57% 12.28          -10.71%  11.00          -10.66% 12.32
       May-01   0.85%  12.39            2.04%  11.23           0.81%  12.42
       Jun-01  -0.42%  12.34            0.63%  11.30          -0.64%  12.34
       Jul-01  -2.01%  12.09           -5.85%  10.64          -3.57%  11.90
       Aug-01   6.20%  12.84            5.72%  11.24           6.05%  12.62
       Sep-01  12.14%  14.40           19.18%  13.40          14.82%  14.49
       Oct-01   9.05%  15.70            9.43%  14.67           9.18%  15.82
       Nov-01  -16.15% 13.16          -10.16%  13.18          -13.72% 13.65
       Dec-01  -0.65%  13.08    4.16%   3.15%  13.59   35.91%  0.88%  13.77     9.72%

--------------------------------------------------------------------------------------
Inception to Date              30.77%                  35.91%                  39.90%
Compound Annual ROR             9.60%                     N/A                  12.17%
--------------------------------------------------------------------------------------
ZURICH INDEX

------------------------------------------------------------------------------------------------------------------
               Total       Annualized   Total      Annualized  Total       Annualized    Total          Annualized
              Return         Return     Return       Return    Return        Return       Return           Return
------------------------------------------------------------------------------------------------------------------
QTD            -16.70%                 -7.33%                 -11.57%                    -7.90%
YTD             0.00%                   0.00%                  1.60%                     -0.95%
1 Year          6.50%           6.50%  32.36%            0.32 13.74%           13.74%    -0.82%            -0.82%
2 Year         23.93%          11.31%     N/A             N/A 32.61%           15.16%     2.84%             1.42%
3 Year            N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
5 Year            N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
10 Year           N/A             N/A     N/A             N/A    N/A              N/A       N/A               N/A
ITD            30.77%           9.60%  35.91%             N/A 39.90%           12.17%     2.40%             0.81%
------------------------------------------------------------------------------------------------------------------
CHARTER MILLBURN VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON

MSDW CHARTER MILLBURN

              MILLBURN DIV

   Period      ROR    NAV      YTD

       Feb-99         10.00
       Mar-99 -0.52%   9.95
       Apr-99  5.04%  10.45
       May-99 -3.57%  10.08
       Jun-99  5.20%  10.60
       Jul-99 -3.81%  10.20
       Aug-99  0.97%  10.30
       Sep-99  0.19%  10.32
       Oct-99 -12.70%  9.01
       Nov-99  1.47%   9.14
       Dec-99  1.58%   9.28    -7.18%
       Jan-00  2.16%   9.48
       Feb-00 -1.79%   9.31
       Mar-00 -5.26%   8.82
       Apr-00  0.68%   8.88
       May-00 -2.25%   8.68
       Jun-00 -4.72%   8.27
       Jul-00 -1.45%   8.15
       Aug-00  3.07%   8.40
       Sep-00 -2.26%   8.21
       Oct-00  4.02%   8.54
       Nov-00  4.45%   8.92
       Dec-00 16.59%  10.40    12.09%
       Jan-01  0.58%  10.46
       Feb-01 -2.29%  10.23
       Mar-01  9.69%  11.22
       Apr-01 -6.69%  10.47
       May-01  1.63%  10.64
       Jun-01 -3.01%  10.32
       Jul-01 -6.21%   9.68
       Aug-01  2.69%   9.94
       Sep-01 -3.42%   9.60
       Oct-01  4.69%  10.05
       Nov-01 -10.16%  9.03
       Dec-01  2.33%   9.24   -11.23%

--------------------------------------
Inception to Date              -7.64%
Compound Annual ROR            -2.68%
--------------------------------------
                                                  ZURICH INDEX

------------------------------------------------------------------
              Total        Annualized    Total          Annualized
              Return         Return     Return             Return
------------------------------------------------------------------
QTD           -6.87%                    -7.90%
YTD            1.30%                    -0.95%
1 Year        -10.61%         -10.61%   -0.82%             -0.82%
2 Year        -1.37%           -0.68%    2.84%              1.42%
3 Year           N/A              N/A      N/A                N/A
5 Year           N/A              N/A      N/A                N/A
10 Year          N/A              N/A      N/A                N/A
ITD           -6.50%           -2.27%    2.40%              0.81%
------------------------------------------------------------------

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      144
CHARTER WELTON VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON
MSDW CHARTER WELTON

              WELTON DIVERSIFIED             WELTON ALPHA            WELTON

   Period      ROR    NAV      YTD     ROR    NAV      YTD     ROR    NAV     YTD
Feb-99         10.00                                           10.00
       Mar-99 -7.74%   9.23                                   -7.70%   9.23
       Apr-99  0.32%   9.26                                    0.33%   9.26
       May-99 -3.39%   8.94                                   -3.46%   8.94
       Jun-99  3.03%   9.21                                    3.02%   9.21
       Jul-99 -4.18%   8.83                                   -4.13%   8.83
       Aug-99 -3.13%   8.55                                   -3.17%   8.55
       Sep-99 -2.30%   8.35                                   -2.22%   8.36
       Oct-99 -6.88%   7.78                                   -6.94%   7.78
       Nov-99  6.38%   8.28                                    6.43%   8.28
       Dec-99  7.89%   8.93   -10.71%                          7.85%   8.93
       Jan-00 -6.05%   8.39                                   -6.05%   8.39
       Feb-00  1.79%   8.54                                    1.79%   8.54
       Mar-00  3.75%   8.86                                    3.75%   8.86
       Apr-00 -6.43%   8.29                                   -6.43%   8.29
       May-00 -3.02%   8.04                                   -3.02%   8.04
       Jun-00 -2.61%   7.83                                   -2.61%   7.83
       Jul-00 -4.85%   7.45                                   -4.85%   7.45
       Aug-00  2.68%   7.65                                    2.68%   7.65
       Sep-00 -7.32%   7.09                                   -7.32%   7.09
       Oct-00  2.12%   7.24                                    2.12%   7.24
       Nov-00  1.93%   7.38                                    1.93%   7.38
       Dec-00 11.11%   8.20    -8.17%                         11.11%   8.20
       Jan-01 -5.36%   7.76                                   -5.37%   7.76
       Feb-01 -2.84%   7.54                                   -2.84%   7.54
       Mar-01  6.76%   8.05                                    6.76%   8.05
       Apr-01 -10.93%  7.17                    7.17           -10.93%  7.17
       May-01 -2.43%   6.99           -0.97%   7.10           -3.49%   6.92
       Jun-01 -5.03%   6.64           -0.17%   7.09           -5.20%   6.56
       Jul-01  2.30%   6.80           -0.24%   7.07            2.13%   6.70
       Aug-01  4.45%   7.10           -0.56%   7.03            3.88%   6.96
       Sep-01  3.82%   7.37           -3.22%   6.81            0.57%   7.00
       Oct-01  9.69%   8.08            0.74%   6.86           10.43%   7.73
       Nov-01 -6.27%   7.58            0.51%   6.89           -5.69%   7.29
       Dec-01 -2.75%   7.37    -9.31%  0.58%   6.93     1.09% -2.19%   7.13  -13.05%

-------------------------------------------------------------------------------------
Inception to Date             -26.32%                     N/A                -29.10%
Compound Annual ROR            -9.91%                     N/A                -11.10%
-------------------------------------------------------------------------------------
ZURICH INDEX

-----------------------------------------------------------------------------------------------------------------
              Total        Annualized  Total       Annualized  Total     Annualized    Total          Annualized
              Return         Return    Return          Return  Return        Return    Return            Return
-----------------------------------------------------------------------------------------------------------------
QTD           -8.85%                   1.09%                  -8.28%                   -7.90%
YTD            0.00%                   1.09%                  -0.56%                   -0.95%
1 Year        -5.05%           -5.05%    N/A              N/A -8.63%          -8.63%   -0.82%             -0.82%
2 Year        -12.17%          -6.27%    N/A              N/A -15.49%         -8.08%    2.84%              1.42%
3 Year           N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
5 Year           N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
10 Year          N/A              N/A    N/A              N/A    N/A             N/A      N/A                N/A
ITD           -26.32%          -9.91% -3.34%              N/A -29.10%        -11.10%    2.40%              0.81%
-----------------------------------------------------------------------------------------------------------------
CHARTER MSFCM VS.
                                  ZURICH INDEX
                       HISTORICAL PERFORMANCE COMPARISON

MS CHARTER MSFCM

                             DWFCM GLOBAL FUND    MSCD

  Period         ROR    NAV      YTD        ROR     NAV      YTD

    Mar-94             10.00                        10.00
    Mar-94       1.46% 10.15                2.28%   10.23
    Apr-94      -1.07% 10.04               -2.36%    9.99
    May-94       5.90% 10.63                2.58%   10.24
    Jun-94       4.01% 11.06                2.15%   10.46
    Jul-94      -2.85% 10.74               -4.57%    9.99
    Aug-94      -4.05% 10.31               -5.22%    9.46
    Sep-94      -2.34% 10.06               -1.44%    9.33
    Oct-94       2.44% 10.31                4.96%    9.79
    Nov-94       8.96% 11.23                1.72%    9.96
    Dec-94      -7.52% 10.39        3.89%  -6.95%    9.27    -7.32%
    Jan-95      -8.64%  9.49              -12.87%    8.07
    Feb-95       1.56%  9.64               11.47%    9.00
    Mar-95      23.78% 11.93               28.77%   11.59
    Apr-95       7.15% 12.79                4.41%   12.10
    May-95      16.15% 14.85                1.21%   12.25
    Jun-95      -3.05% 14.40               -2.60%   11.93
    Jul-95      -0.72% 14.29                0.48%   11.99
    Aug-95      -2.91% 13.88                3.58%   12.41
    Sep-95      -3.91% 13.33               -4.93%   11.80
    Oct-95      -6.08% 12.52               -1.79%   11.59
    Nov-95      -1.12% 12.38               -4.17%   11.11
    Dec-95       0.82% 12.49       20.18%   1.68%   11.30    21.88%
    Jan-96       2.80% 12.83                2.85%   11.62
    Feb-96      -6.70% 11.97              -11.64%   10.27
    Mar-96      -2.08% 11.73                0.89%   10.36
    Apr-96      -1.00% 11.61                3.90%   10.76
    May-96      -6.79% 10.82               -4.67%   10.26
    Jun-96      -2.06% 10.60               -1.55%   10.10
    Jul-96       5.53% 11.18                5.97%   10.70
    Aug-96       2.07% 11.41               -2.48%   10.44
    Sep-96       9.34% 12.48                4.88%   10.95
    Oct-96       6.14% 13.25                8.88%   11.92
    Nov-96       4.79% 13.88                7.53%   12.82
    Dec-96      -8.68% 12.68        1.54%  -8.37%   11.74     3.97%
    Jan-97       2.88% 13.04               10.03%   12.92
    Feb-97       4.52% 13.63                6.10%   13.71
    Mar-97      -6.80% 12.70               -8.05%   12.61
    Apr-97      -5.94% 11.95               -5.89%   11.86
    May-97       5.89% 12.65                0.37%   11.91
    Jun-97      -3.09% 12.26                0.41%   11.96
    Jul-97      12.43% 13.79               15.17%   13.77
    Aug-97      -3.99% 13.24               -3.21%   13.33
    Sep-97       3.92% 13.76                4.51%   13.93
    Oct-97      -8.42% 12.60               -4.59%   13.29
    Nov-97       6.39% 13.40                6.81%   14.19
    Dec-97       7.20% 14.37       13.34%   4.43%   14.82    26.22%
    Jan-98      -1.65% 14.13               -1.65%   14.58
    Feb-98       0.27% 14.17               -2.21%   14.26
    Mar-98      -2.55% 13.81               -0.69%   14.16
    Apr-98      -7.05% 12.83               -5.90%   13.32
    May-98       4.80% 13.45                6.70%   14.21
    Jun-98      -1.63% 13.23               -0.81%   14.10
    Jul-98      -4.75% 12.60               -4.53%   13.46
    Aug-98      22.92% 15.49               15.33%   15.52
    Sep-98       5.65% 16.37                1.62%   15.78
    Oct-98      -3.07% 15.86                1.57%   16.02
    Nov-98      -2.98% 15.39               -5.12%   15.20
    Dec-98       3.80% 15.98       11.19%   2.44%   15.57     5.07%
    Jan-99      -4.10% 15.32               -5.38%   14.74
    Feb-99       1.51% 15.55                1.34%   14.93
    Mar-99      -5.00% 14.77               -3.27%   14.45
    Apr-99       2.25% 15.11                2.78%   14.85
    May-99      -4.65% 14.40               -4.36%   14.20
    Jun-99       2.09% 14.71                0.54%   14.28
    Jul-99      -0.93% 14.57               -0.47%   14.21
    Aug-99       5.26% 15.34                5.00%   14.92
    Sep-99       0.57% 15.42                0.14%   14.94
    Oct-99     -11.65% 13.63               -9.69%   13.49
    Nov-99       1.54% 13.84                2.39%   13.82
    Dec-99       3.45% 14.31      -10.41%   2.35%   14.14    -9.21%
    Jan-00      -0.68% 14.22               -0.68%   14.04
    Feb-00      -0.66% 14.12               -0.66%   13.95
    Mar-00       4.72% 14.79                4.72%   14.61
    Apr-00       2.15% 15.11                2.15%   14.92
    May-00       2.34% 15.46                2.34%   15.27
    Jun-00      -4.32% 14.79               -4.32%   14.61
    Jul-00      -7.75% 13.65               -7.75%   13.48
    Aug-00       3.32% 14.10                3.32%   13.93
    Sep-00      -1.33% 13.91               -1.33%   13.74
    Oct-00       1.29% 14.09                1.29%   13.92
    Nov-00       4.31% 14.70                4.31%   14.52
    Dec-00      20.52% 17.71       23.76%  20.52%   17.50    23.77%
    Jan-01      -4.29% 16.95               -4.29%   16.75
    Feb-01       0.42% 17.03                0.42%   16.82
    Mar-01       7.07% 18.23                7.07%   18.01
    Apr-01      -7.72% 16.82               -7.72%   16.62
    May-01       5.96% 17.82                5.96%   17.61
    Jun-01      -2.10% 17.45               -2.10%   17.24
    Jul-01      -0.93% 17.29               -0.93%   17.08
    Aug-01       4.68% 18.10                4.68%   17.88
    Sep-01      -1.29% 17.86               -1.29%   17.65
    Oct-01       7.54% 19.21                7.54%   18.98
    Nov-01      -7.80% 17.71               -7.80%   17.50
    Dec-01      -3.31% 17.13       -3.32%  -3.31%   16.92    -3.31%

--------------------------------------------------------------------
Inception to Date                  71.25%                    72.00%
Compound Annual ROR                 7.03%                     7.09%
--------------------------------------------------------------------
ZURICH INDEX

------------------------------------------------------------------------------------------------
                Total          Annualized   Total       Annualized     Total         Annualized
               Return            Return    Return          Return     Return            Return
------------------------------------------------------------------------------------------------
QTD            -10.85%                     -9.38%                     -7.90%
YTD              0.00%                      1.65%                     -0.95%
1 Year           1.01%              1.01%   2.69%             2.69%   -0.82%             -0.82%
2 Year          20.47%              9.74%  22.47%            10.67%    2.84%              1.42%
3 Year          11.78%              3.78%  16.72%             5.29%    4.17%              1.37%
5 Year          31.31%              5.60%  33.12%             5.89%   14.45%              2.74%
10 Year            N/A                N/A     N/A               N/A      N/A                N/A
ITD             71.25%              7.03%  72.00%             7.09%   46.73%              4.96%
------------------------------------------------------------------------------------------------
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      145
The following charts were prepared by the general partner to illustrate the
performance, on a rate of return basis, of each partnership versus that of the
Zurich Index, from each partnership's inception of trading through January 31,
2002.

                               CHARTER GRAHAM VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)

                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Graham         12.17%         13.74%       1.60%            (11.57)%
Zurich Index            0.81%         (0.82)%     (0.95)%           (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.

                              CHARTER MILLBURN VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)

                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Millburn       (2.27)%        (10.61)%     1.30%            (6.87)%
Zurich Index            0.81%         (0.82)%     (0.95)%           (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.

       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      146
CHARTER WELTON VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)

                 Inception-to-date    1 Year    Year-to-date    Quarter-to-date
Charter Welton         (11.10)%       (8.63)%     (0.56)%            (8.28)%
Zurich Index            0.81%         (0.82)%     (0.95)%            (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.

                               CHARTER MSFCM VS.
                                  ZURICH INDEX
               HISTORICAL PERFORMANCE COMPARISON (RATE OF RETURN)
Inception-to-date     5 Year      3 Year      1 Year     Year-to-date     Quarter-to-date
Charter MSFCM           7.09%           5.89%      5.29%       2.56%         1.65%             (9.38)%
Zurich Index            4.96%           2.74%      1.37%      (0.82)%       (0.95)%            (7.90)%

Data: March 1999 Through January 2002.
All returns, with the exception of year-to-date returns and quarter-to-date
returns, are annualized.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      147
The following charts were prepared by the general partner to illustrate
certain period performance and statistical information relating to the
partnerships, from their inception of trading through January 31, 2002. The
"Restated NAV/Unit" column in the Charter MSFCM chart reflects the 100-for-1
unit conversion in connection with Charter MSFCM becoming part of the Charter
Series of partnerships.

                                 CHARTER GRAHAM
                             HISTORICAL PERFORMANCE
12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
Feb-99                    10.00
     Mar-99       (8.00)%       9.20        (8.00)%
     Apr-99        4.24%        9.59
     May-99       (5.94)%       9.02
     Jun-99        6.65%        9.62         4.57%
     Jul-99       (2.60)%       9.37
     Aug-99        4.70%        9.81
     Sep-99        1.22%        9.93         3.22%
     Oct-99       (6.04)%       9.33
     Nov-99        1.82%        9.50
     Dec-99        8.32%       10.29         3.63%        2.90%
     Jan-00        2.53%       10.55
     Feb-00       (2.37)%      10.30                                   3.00%
     Mar-00        0.29%       10.33         0.39%                    12.28%
     Apr-00       (4.94)%       9.82                                   2.40%
     May-00       (3.97)%       9.43                                   4.55%
     Jun-00       (5.51)%       8.91       (13.75)%                   (7.38)%
     Jul-00       (1.80)%       8.75                                  (6.62)%
     Aug-00        7.09%        9.37                                  (4.49)%
     Sep-00       (1.60)%       9.22         3.48%                    (7.15)%
     Oct-00        2.93%        9.49                                   1.71%
     Nov-00       16.54%       11.06                                  16.42%
     Dec-00       13.47%       12.55        36.12%       21.96%       21.96%
     Jan-01       (1.99)%      12.30                                  16.59%
     Feb-01        3.41%       12.72                                  23.50%       27.20%
     Mar-01        8.41%       13.79         9.88%                    33.49%       49.89%
     Apr-01      (10.66)%      12.32                                  25.46%       28.47%
     May-01        0.81%       12.42                                  31.71%       37.69%
     Jun-01       (0.64)%      12.34       (10.51)%                   38.50%       28.27%
     Jul-01       (3.57)%      11.90                                  36.00%       27.00%
     Aug-01        6.05%       12.62                                  34.69%       28.64%
     Sep-01       14.82%       14.49        17.42%                    57.16%       45.92%
     Oct-01        9.18%       15.82                                  66.70%       69.56%
     Nov-01      (13.72)%      13.65                                  23.42%       43.68%
     Dec-01        0.88%       13.77        (4.97)%       9.72%        9.72%       33.82%
     Jan-02        1.60%       13.99                      1.60%       13.74%       32.61%
    COMPOUNDED ANNUAL ROR:                  12.17%

    STANDARD DEVIATION
      OF MONTHLY RETURNS:                    6.86%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      148
CHARTER MILLBURN
                             HISTORICAL PERFORMANCE
12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-99                    10.00
     Mar-99       (0.50)%       9.95        (0.50)%
     Apr-99        5.03%       10.45
     May-99       (3.54)%      10.08
     Jun-99        5.16%       10.60         6.53%
     Jul-99       (3.77)%      10.20
     Aug-99        0.98%       10.30
     Sep-99        0.19%       10.32        (2.64)%
     Oct-99      (12.69)%       9.01
     Nov-99        1.44%        9.14
     Dec-99        1.53%        9.28       (10.08)%      (7.20)%
     Jan-00        2.16%        9.48
     Feb-00       (1.79)%       9.31                                  (6.90)%
     Mar-00       (5.26)%       8.82        (4.96)%                  (11.36)%
     Apr-00        0.68%        8.88                                 (15.02)%
     May-00       (2.25)%       8.68                                 (13.89)%
     Jun-00       (4.72)%       8.27        (6.24)%                  (21.98)%
     Jul-00       (1.45)%       8.15                                 (20.10)%
     Aug-00        3.07%        8.40                                 (18.45)%
     Sep-00       (2.26)%       8.21        (0.73)%                  (20.45)%
     Oct-00        4.02%        8.54                                  (5.22)%
     Nov-00        4.45%        8.92                                  (2.41)%
     Dec-00       16.59%       10.40        26.67%       12.07%       12.07%
     Jan-01        0.58%       10.46                                  10.34%
     Feb-01       (2.29)%      10.22                                   9.77%        2.20%
     Mar-01        9.69%       11.21         7.79%                    27.10%       12.66%
     Apr-01       (6.69)%      10.46                                  17.79%        0.10%
     May-01        1.63%       10.63                                  22.47%        5.46%
     Jun-01       (3.01)%      10.31        (8.03)%                   24.67%       (2.74)%
     Jul-01       (6.21)%       9.67                                  18.65%       (5.20)%
     Aug-01        2.69%        9.93                                  18.21%       (3.59)%
     Sep-01       (3.42)%       9.59        (6.98)%                   16.81%       (7.07)%
     Oct-01        4.69%       10.04                                  17.56%       11.43%
     Nov-01      (10.16)%       9.02                                   1.12%       (1.31)%
     Dec-01        2.33%        9.23        (3.75)%     (11.25)%     (11.25)%      (0.54)%
     Jan-02        1.30%        9.35                      1.30%      (10.61)%      (1.37)%
    COMPOUNDED ANNUAL ROR:                  (2.27)%

    STANDARD DEVIATION
      OF MONTHLY RETURNS:                    5.37%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      149
CHARTER WELTON
                             HISTORICAL PERFORMANCE
12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-99                    10.00
     Mar-99       (7.70)%       9.23        (7.70)%
     Apr-99        0.33%        9.26
     May-99       (3.46)%       8.94
     Jun-99        3.02%        9.21        (0.22)%
     Jul-99       (4.13)%       8.83
     Aug-99       (3.17)%       8.55
     Sep-99       (2.22)%       8.36        (9.23)%
     Oct-99       (6.94)%       7.78
     Nov-99        6.43%        8.28
     Dec-99        7.85%        8.93         6.82%      (10.70)%
     Jan-00       (6.05)%       8.39
     Feb-00        1.79%        8.54                                 (14.60)%
     Mar-00        3.75%        8.86        (0.78)%                   (4.01)%
     Apr-00       (6.43)%       8.29                                 (10.48)%
     May-00       (3.02)%       8.04                                 (10.07)%
     Jun-00       (2.61)%       7.83       (11.63)%                  (14.98)%
     Jul-00       (4.85)%       7.45                                 (15.63)%
     Aug-00        2.68%        7.65                                 (10.53)%
     Sep-00       (7.32)%       7.09        (9.45)%                  (15.19)%
     Oct-00        2.12%        7.24                                  (6.94)%
     Nov-00        1.93%        7.38                                 (10.87)%
     Dec-00       11.11%        8.20        15.66%       (8.17)%      (8.17)%
     Jan-01       (5.37)%       7.76                                  (7.51)%
     Feb-01       (2.84)%       7.54                                 (11.71)%     (24.60)%
     Mar-01        6.76%        8.05        (1.83)%                   (9.14)%     (12.78)%
     Apr-01      (10.93)%       7.17                                 (13.51)%     (22.57)%
     May-01       (3.49)%       6.92                                 (13.93)%     (22.60)%
     Jun-01       (5.20)%       6.56       (18.51)%                  (16.22)%     (28.77)%
     Jul-01        2.13%        6.70                                 (10.07)%     (24.12)%
     Aug-01        3.88%        6.96                                  (9.02)%     (18.60)%
     Sep-01        0.57%        7.00         6.71%                    (1.27)%     (16.27)%
     Oct-01       10.43%        7.73                                   6.77%       (0.64)%
     Nov-01       (5.69)%       7.29                                  (1.22)%     (11.96)%
     Dec-01       (2.19)%       7.13         1.86%      (13.05)%     (13.05)%     (20.16)%
     Jan-02       (0.56)%       7.09                     (0.56)%      (8.63)%     (15.49)%
    COMPOUNDED ANNUAL ROR:                 (11.10)%

    STANDARD DEVIATION
    OF MONTHLY RETURNS:                      5.35%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      150
CHARTER MSFCM
                             HISTORICAL PERFORMANCE
12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Feb-94                    10.00
     Mar-94        2.28%       10.23         2.28%
     Apr-94       (2.36)%       9.99
     May-94        2.58%       10.24
     Jun-94        2.15%       10.46         2.31%
     Jul-94       (4.57)%       9.99
     Aug-94       (5.22)%       9.46
     Sep-94       (1.44)%       9.33       (10.86)%
     Oct-94        4.96%        9.79
     Nov-94        1.72%        9.96
     Dec-94       (6.95)%       9.27        (0.65)%      (7.32)%
     Jan-95      (12.87)%       8.07
     Feb-95       11.47%        9.00                                  (9.99)%
     Mar-95       28.77%       11.59        25.06%                    13.32%
     Apr-95        4.41%       12.10                                  21.18%
     May-95        1.21%       12.25                                  19.56%
     Jun-95       (2.60)%      11.93         2.92%                    14.00%
     Jul-95        0.48%       11.99                                  20.03%
     Aug-95        3.58%       12.41                                  31.17%
     Sep-95       (4.93)%      11.80        (1.06)%                   26.53%
     Oct-95       (1.79)%      11.59                                  18.39%
     Nov-95       (4.17)%      11.11                                  11.54%
     Dec-95        1.68%       11.30        (4.30)%      21.88%       21.88%
     Jan-96        2.85%       11.62                                  43.87%
     Feb-96      (11.64)%      10.27                                  14.05%        2.65%
     Mar-96        0.89%       10.36        (8.31)%                  (10.65)%       1.25%
     Apr-96        3.90%       10.76                                 (11.08)%       7.75%
     May-96       (4.67)%      10.26                                 (16.24)%       0.14%
     Jun-96       (1.55)%      10.10        (2.48)%                  (15.34)%      (3.49)%
     Jul-96        5.97%       10.70                                 (10.71)%       7.18%
     Aug-96       (2.48)%      10.44                                 (15.93)%      10.27%
     Sep-96        4.88%       10.95         8.38%                    (7.26)%      17.34%
     Oct-96        8.88%       11.92                                   2.82%       21.72%
     Nov-96        7.53%       12.82                                  15.37%       28.68%
     Dec-96       (8.37)%      11.74         7.29%        3.97%        3.97%       26.71%
     Jan-97       10.03%       12.92                                  11.23%       60.02%
     Feb-97        6.10%       13.71                                  33.56%       52.32%
     Mar-97       (8.05)%      12.61         7.34%                    21.72%        8.76%
     Apr-97       (5.89)%      11.86                                  10.25%       (1.97)%
     May-97        0.37%       11.91                                  16.07%       (2.78)%
     Jun-97        0.41%       11.96        (5.15)%                   18.38%        0.23%
     Jul-97       15.17%       13.77                                  28.65%       14.88%
     Aug-97       (3.21)%      13.33                                  27.70%        7.36%
     Sep-97        4.51%       13.93        16.50%                    27.25%       18.01%
     Oct-97       (4.59)%      13.29                                  11.50%       14.64%
     Nov-97        6.81%       14.19                                  10.75%       27.77%
     Dec-97        4.43%       14.82         6.42%       26.22%       26.22%       31.23%
     Jan-98       (1.65)%      14.58                                  12.82%       25.49%
     Feb-98       (2.21)%      14.26                                   3.98%       38.88%
     Mar-98       (0.69)%      14.16        (4.49)%                   12.31%       36.70%
     Apr-98       (5.90)%      13.32                                  12.29%       23.80%
     May-98        6.70%       14.21                                  19.38%       38.57%
     Jun-98       (0.81)%      14.10        (0.41)%                   17.92%       39.60%
     Jul-98       (4.53)%      13.46                                  (2.24)%      25.77%
     Aug-98       15.33%       15.52                                  16.48%       48.74%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      151
CHARTER MSFCM
                       HISTORICAL PERFORMANCE (CONTINUED)
12 Mo.       24 Mo.
                 Monthly                    Qrtly        Annual      Holding      Holding
    Month         Return      NAV/Unit      Return       Return       Period       Period
     Sep-98        1.62%       15.78        11.89%                    13.26%       44.12%
     Oct-98        1.57%       16.02                                  20.58%       34.45%
     Nov-98       (5.12)%      15.20                                   7.11%       18.62%
     Dec-98        2.44%       15.57        (1.28)%       5.07%        5.07%       32.62%
     Jan-99       (5.38)%      14.74                                   1.08%       14.04%
     Feb-99        1.34%       14.93                                   4.76%        8.93%
     Mar-99       (3.27)%      14.45        (7.25)%                    2.04%       14.60%
     Apr-99        2.78%       14.85                                  11.45%       25.15%
     May-99       (4.36)%      14.20                                  (0.10)%      19.26%
     Jun-99        0.54%       14.28        (1.17)%                    1.26%       19.41%
     Jul-99       (0.47)%      14.21                                   5.56%        3.19%
     Aug-99        5.00%       14.92                                  (3.89)%      11.95%
     Sep-99        0.14%       14.94         4.66%                    (5.29)%       7.27%
     Oct-99       (9.69)%      13.49                                 (15.79)%       1.54%
     Nov-99        2.39%       13.82                                  (9.12)%      (2.66)%
     Dec-99        2.35%       14.14        (5.36)%      (9.21)%      (9.21)%      (4.60)%
     Jan-00       (0.68)%      14.04                                  (4.69)%      (3.66)%
     Feb-00       (0.66)%      13.95                                  (6.58)%      (2.13)%
     Mar-00        4.72%       14.61         3.33%                     1.14%        3.20%
     Apr-00        2.15%       14.92                                   0.52%       12.03%
     May-00        2.34%       15.27                                   7.56%        7.45%
     Jun-00       (4.32)%      14.61         0.03%                     2.37%        3.65%
     Jul-00       (7.75)%      13.48                                  (5.12)%       0.16%
     Aug-00        3.32%       13.93                                  (6.64)%     (10.28)%
     Sep-00       (1.33)%      13.74        (5.96)%                   (8.02)%     (12.89)%
     Oct-00        1.29%       13.92                                   3.16%      (13.13)%
     Nov-00        4.31%       14.52                                   5.10%       (4.49)%
     Dec-00       20.52%       17.50        27.34%       23.77%       23.77%       12.37%
     Jan-01       (4.29)%      16.75                                  19.27%       13.67%
     Feb-01        0.42%       16.82                                  20.56%       12.63%
     Mar-01        7.07%       18.01         2.91%                    23.27%       24.68%
     Apr-01       (7.72)%      16.62                                  11.36%       11.94%
     May-01        5.96%       17.61                                  15.30%       24.01%
     Jun-01       (2.10)%      17.24        (4.28)%                   17.97%       20.76%
     Jul-01       (0.93)%      17.08                                  26.69%       20.21%
     Aug-01        4.68%       17.88                                  28.37%       19.84%
     Sep-01       (1.29)%      17.65         2.38%                    28.43%       18.13%
     Oct-01        7.54%       18.98                                  36.36%       40.67%
     Nov-01       (7.80)%      17.50                                  20.52%       26.67%
     Dec-01       (3.31)%      16.92        (4.14)%      (3.31)%      (3.31)%      19.66%
     Jan-02        1.65%       17.20                      1.65%        2.69%       22.47%
    COMPOUNDED ANNUAL ROR:                   7.09%

    STANDARD DEVIATION
    OF MONTHLY RETURNS:                      6.37%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                      152
GLOSSARY OF TERMS

     The following glossary may assist prospective investors in understanding
certain terms used in this prospectus:

     Charter Series exchange.  A redemption of units in a Charter Series
partnership with the proceeds used to purchase units of one or more of the other
partnerships in the Charter Series.

     Clearing broker.  The entity responsible for assuring that futures and
options trades are properly processed and recorded or "cleared" by the
clearinghouse affiliated with the exchange on which the trades took place.

     Commodity broker.  The entity responsible for holding the client's funds
deposited with it as margin for trades and, if the commodity broker is also a
clearing broker, for assuring that futures and options trades for a client are
properly processed and recorded or "cleared" by the clearinghouse affiliated
with the exchange on which the trade took place. In the U.S., commodity brokers
are registered under the Commodity Exchange Act as futures commission merchants.

     Commodity pool.  A partnership, trust or similar form of collective
investment vehicle which consolidates funds from investors for the purpose of
trading in commodity futures, forward, and options contracts.

     Commodity pool operator.  Any person or entity that solicits funds in
connection with the sale of interests in a commodity pool or that manages the
operations of a commodity pool. A commodity pool operator must register under
the Commodity Exchange Act.

     Cross rate.  The trading of one foreign currency against another foreign
currency.

     Daily price fluctuation limit.  The maximum permitted fluctuation imposed
by commodity exchanges in the price of a commodity futures contract for a given
commodity that can occur on an exchange on a given day in relation to the
previous day's settlement price, which maximum permitted fluctuation is subject
to change from time to time by the exchange. These limits generally are not
imposed on option contracts or outside the U.S.

     Delivery.  The process of satisfying a futures contract or a forward
contract by transferring ownership of a specified quantity and grade of a
commodity, product or instrument to the purchaser of the contract.

     Forward contract.  A cash market transaction in which the buyer and seller
agree to the purchase and sale of a specific quantity of a commodity, product,
instrument or currency for delivery at some future time under such terms and
conditions as the two may agree upon.

     Fundamental analysis.  The analysis of fundamental market information such
as supply and demand levels, weather, economic indicators and geopolitical
events.

     Futures contract.  A contract providing for the delivery or receipt at a
future date of a specified amount and grade of a traded commodity, product,
instrument, or indices at a specified price and delivery point, or for cash
settlement. A market participant can make a futures contract to buy or sell the
underlying commodity, product, instrument, or index. The contractual obligations
may be satisfied either by taking or making, as the case may be, physical
delivery of the commodity, product, instrument, or index or by making an
offsetting sale or purchase of an equivalent but opposite futures contract on
the same, or a mutually offsetting, exchange prior to the designated date of
delivery.

     Long contract or long position.  A contract to accept delivery (i.e., to
buy) a specified amount of a commodity, product, instrument, or index at a
future date at a specified price.

     Margin.  A good faith deposit with a broker to assure fulfillment of a
purchase or sale of a futures, forward or options contract. Margins on these
contracts do not usually involve the payment of interest.

     Margin call.  A demand for additional funds after the initial good faith
deposit required to maintain a customer's account in compliance with the
requirements of a particular commodity exchange or of a commodity broker.

                                      153
Non-Charter Series exchange.  The use of proceeds from the redemption of
interests from another commodity pool for which Demeter acts as general partner
and commodity pool operator to acquire units in one or more of the Charter
Series partnerships.

     Open position.  A contractual commitment arising under a long contract or a
short contract that has not been extinguished by an offsetting trade or by
delivery.

     Option on a futures contract.  A contract that gives the purchaser of the
option, in exchange for a one-time payment known as premium, the right, but not
the obligation, to buy or sell a futures contract at a specified price within a
specified period of time. The seller of an option on a futures contract receives
the premium payment and has the obligation to buy or sell the futures contract,
if the option is exercised, at the specified price within the specified period
of time.

     Parameters.  A value that can be freely assigned in a trading system in
order to vary the timing of signals.

     Short contract or short position.  A contract to make delivery of (sell) a
specified amount of a commodity, product, instrument or index at a future date
at a specified price.

     Speculative position limit.  The maximum number of speculative futures or
option contracts in any one commodity (on one exchange), imposed by the CFTC or
a U.S. commodity exchange, that can be held or controlled at one time by one
person or a group of persons acting together. These limits generally are not
imposed for trading on markets or exchanges outside the U.S.

     Support.  A previous low. A price level under the market where buying
interest is sufficiently strong to overcome selling pressure.

     Trading advisor.  Any person or entity that provides advice as to the
purchase or sale of futures or options contracts. A commodity trading advisor
must register under the Commodity Exchange Act.

                                      154
INDEPENDENT AUDITORS' REPORT

The Limited Partners and the General Partner of
  Morgan Stanley Charter MSFCM L.P.
    (formerly, Morgan Stanley Dean Witter Charter DWFCM L.P.),
  Morgan Stanley Charter Graham L.P.
    (formerly, Morgan Stanley Dean Witter Charter Graham L.P.),
  Morgan Stanley Charter Millburn L.P.
    (formerly, Morgan Stanley Dean Witter Charter Millburn L.P.),
  Morgan Stanley Charter Welton L.P.
    (formerly, Morgan Stanley Dean Witter Charter Welton L.P.):

We have audited the accompanying statements of financial condition of Morgan
Stanley Charter MSFCM L.P., Morgan Stanley Charter Graham L.P., Morgan Stanley
Charter Millburn L.P. and Morgan Stanley Charter Welton L.P. (collectively, the
"Partnerships") as of December 31, 2001 and 2000, including the schedules of
investments as of December 31, 2001, and the related statements of operations,
changes in partners' capital, and cash flows for each of the three years in the
period ended December 31, 2001 for Morgan Stanley Charter MSFCM L.P., and for
the years ended December 31, 2001 and 2000 and the period from March 1, 1999
(commencement of operations) to December 31, 1999 for Morgan Stanley Charter
Graham L.P., Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter
Welton L.P. These financial statements are the responsibility of the
Partnerships' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Morgan Stanley Charter MSFCM L.P., Morgan
Stanley Charter Graham L.P., Morgan Stanley Charter Millburn L.P., and Morgan
Stanley Charter Welton L.P. as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 for Morgan Stanley Charter MSFCM L.P., and for the years
ended December 31, 2001 and 2000 and the period from March 1, 1999 (commencement
of operations) to December 31, 1999 for Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P. in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Deloitte & Touche LLP

February 15, 2002
New York, New York

                                      F-1
MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                       STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    43,273,083       34,507,098
  Net unrealized gain on open contracts (Morgan Stanley)....        47,467        4,714,032
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................    (1,148,932)        (842,031)
                                                                ----------       ----------
  Total net unrealized gain (loss) on open contracts........    (1,101,465)       3,872,001
                                                                ----------       ----------
     Total Trading Equity...................................    42,171,618       38,379,099
Subscriptions receivable....................................     1,275,759          193,359
Interest receivable (Morgan Stanley DW).....................        66,817          182,914
                                                                ----------       ----------
     Total Assets...........................................    43,514,194       38,755,372
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       789,197          930,780
  Accrued brokerage fees (Morgan Stanley DW)................       252,816          184,421
  Accrued management fees
     (Morgan Stanley Futures & Currency Management).........        72,233           52,692
  Accrued incentive fees (Morgan Stanley Futures & Currency
     Management)............................................        --              205,168
                                                                ----------       ----------
     Total Liabilities......................................     1,114,246        1,373,061
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (2,471,774.794 and 2,102,258.734 Units,
  respectively).............................................    41,832,302       36,795,254
General Partner (33,540.900 Units)..........................       567,646          587,057
                                                                ----------       ----------
  Total Partners' Capital...................................    42,399,948       37,382,311
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    43,514,194       38,755,372
                                                                ==========       ==========
NET ASSET VALUE PER UNIT (NOTE 1)...........................         16.92            17.50
                                                                ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-2
MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                       STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    45,247,504       26,570,361
  Net unrealized gain on open contracts (Morgan Stanley)....     1,617,509        3,586,880
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................      (751,401)        (160,517)
  Net unrealized loss on open contracts (Carr)..............        --              (10,863)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............       866,108        3,415,500
                                                                ----------       ----------
     Total Trading Equity...................................    46,113,612       29,985,861
Subscriptions receivable....................................     2,428,001          252,518
Interest receivable (Morgan Stanley DW).....................        69,554          142,031
                                                                ----------       ----------
     Total Assets...........................................    48,611,167       30,380,410
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       329,746          556,261
  Accrued brokerage fees (Morgan Stanley DW)................       264,953          149,461
  Accrued management fees...................................        75,700           42,703
  Accrued incentive fees payable............................        --              860,827
                                                                ----------       ----------
     Total Liabilities......................................       670,399        1,609,252
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (3,443,452.290 and 2,265,759.190 Units,
  respectively).............................................    47,429,838       28,446,182
General Partner (37,094.046 and 25,884.600 Units,
  respectively).............................................       510,930          324,976
                                                                ----------       ----------
  Total Partners' Capital...................................    47,940,768       28,771,158
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    48,611,167       30,380,410
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................         13.77            12.55
                                                                ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-3
MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                       STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    28,407,799       25,080,303
  Net unrealized gain on open contracts (Morgan Stanley)....     1,741,218        5,085,160
  Net unrealized loss on open contracts
     (Morgan Stanley International).........................      (306,488)        (114,319)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............     1,434,730        4,970,841
                                                                ----------       ----------
     Total Trading Equity...................................    29,842,529       30,051,144
Subscriptions receivable....................................       812,001          402,325
Interest receivable (Morgan Stanley DW).....................        46,476          141,550
                                                                ----------       ----------
     Total Assets...........................................    30,701,006       30,595,019
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       264,713          619,297
  Accrued brokerage fees (Morgan Stanley DW)................       169,316          150,207
  Accrued management fees...................................        48,376           42,916
                                                                ----------       ----------
     Total Liabilities......................................       482,405          812,420
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (3,239,320.452 and 2,833,265.854 Units,
  respectively).............................................    29,883,431       29,457,979
General Partner (36,331.944 and 31,221.881 Units,
  respectively).............................................       335,170          324,620
                                                                ----------       ----------
  Total Partners' Capital...................................    30,218,601       29,782,599
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    30,701,006       30,595,019
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................          9.23            10.40
                                                                ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-4
MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                       STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
                                                                ---------------------------
                                                                   2001             2000
                                                                ----------       ----------
                                                                    $                $
ASSETS
Equity in futures interests trading accounts:
  Cash......................................................    17,326,697       19,614,103
  Net unrealized gain on open contracts (Morgan Stanley)....       602,122        3,456,472
  Net unrealized loss on open contracts (Morgan Stanley
     International).........................................      (476,077)        (155,033)
                                                                ----------       ----------
  Total net unrealized gain on open contracts...............       126,045        3,301,439
                                                                ----------       ----------
  Net option premiums.......................................      (185,228)         (55,994)
                                                                ----------       ----------
     Total Trading Equity...................................    17,267,514       22,859,548
Subscriptions receivable....................................        75,500          265,050
Interest receivable (Morgan Stanley DW).....................        28,300          110,806
                                                                ----------       ----------
     Total Assets...........................................    17,371,314       23,235,404
                                                                ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
  Redemptions payable.......................................       586,655          771,830
  Accrued brokerage fees (Morgan Stanley DW)................       102,343          119,881
  Accrued management fees...................................        29,240           34,252
                                                                ----------       ----------
     Total Liabilities......................................       718,238          925,963
                                                                ----------       ----------
PARTNERS' CAPITAL
Limited Partners (2,303,418.240 and 2,688,816.221 Units,
  respectively).............................................    16,422,138       22,043,879
General Partner (32,392.072 Units)..........................       230,938          265,562
                                                                ----------       ----------
  Total Partners' Capital...................................    16,653,076       22,309,441
                                                                ----------       ----------
  Total Liabilities and Partners' Capital...................    17,371,314       23,235,404
                                                                ==========       ==========
NET ASSET VALUE PER UNIT....................................          7.13             8.20
                                                                ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-5
MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                            STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                  --------------------------------------------
                                                     2001             2000             1999
                                                  ----------       ----------       ----------
                                                      $                $                $
REVENUES
Trading profit (loss):
  Realized....................................     5,807,007        5,655,002       (3,118,414)
  Net change in unrealized....................    (4,973,466)       3,263,304        1,054,886
                                                  ----------       ----------       ----------
     Total Trading Results....................       833,541        8,918,306       (2,063,528)
Interest income (Morgan Stanley DW)...........     1,431,775        1,611,060        1,492,539
                                                  ----------       ----------       ----------
     Total....................................     2,265,316       10,529,366         (570,989)
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,759,119        1,821,573        2,089,386
Management fees (Morgan Stanley Futures &
  Currency Management)........................       788,319          982,932        1,194,754
Incentive fees (Morgan Stanley Futures &
  Currency Management)........................       148,065          205,168           --
Transaction fees and costs....................        --               83,748          134,354
Administrative expenses.......................        --               66,000           72,000
                                                  ----------       ----------       ----------
     Total....................................     3,695,503        3,159,421        3,490,494
                                                  ----------       ----------       ----------
NET INCOME (LOSS).............................    (1,430,187)       7,369,945       (4,061,483)
                                                  ==========       ==========       ==========
Net Income (Loss) Allocation:
  Limited Partners............................    (1,410,776)       7,257,147       (4,013,384)
  General Partner.............................       (19,411)         112,798          (48,099)
Net Income (Loss) per Unit (Note 1):
  Limited Partners............................         (0.58)            3.36            (1.43)
  General Partner.............................         (0.58)            3.36            (1.43)
The accompanying notes are an integral part of these financial statements.

                                      F-6
MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                            STATEMENTS OF OPERATIONS
FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
REVENUES
Trading profit (loss):
  Realized....................................     9,678,296        4,638,274          839,458
  Net change in unrealized....................    (2,549,392)       2,344,969        1,070,531
                                                  ----------       ----------       ----------
     Total Trading Results....................     7,128,904        6,983,243        1,909,989
Interest income (Morgan Stanley DW)...........     1,250,516        1,242,395          444,815
                                                  ----------       ----------       ----------
     Total....................................     8,379,420        8,225,638        2,354,804
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,476,549        1,517,906          723,042
Incentive fees................................     1,936,526          950,165         --
Management fees...............................       707,585          433,688          206,583
                                                  ----------       ----------       ----------
     Total....................................     5,120,660        2,901,759          929,625
                                                  ----------       ----------       ----------
NET INCOME....................................     3,258,760        5,323,879        1,425,179
                                                  ==========       ==========       ==========
Net Income Allocation:
  Limited Partners............................     3,223,806        5,265,407        1,408,675
  General Partner.............................        34,954           58,472           16,504
Net Income per Unit:
  Limited Partners............................          1.22             2.26              .29
  General Partner.............................          1.22             2.26              .29
The accompanying notes are an integral part of these financial statements.

                                      F-7
MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                            STATEMENTS OF OPERATIONS
FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
REVENUES
Trading profit (loss):
  Realized....................................     1,548,568           76,367       (2,134,562)
  Net change in unrealized....................    (3,536,111)       4,050,018          920,823
                                                  ----------       ----------       ----------
     Total Trading Results....................    (1,987,543)       4,126,385       (1,213,739)
Interest income (Morgan Stanley DW)...........     1,143,337        1,404,756          559,942
                                                  ----------       ----------       ----------
     Total....................................      (844,206)       5,531,141         (653,797)
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     2,168,012        1,699,726          912,182
Management fees...............................       619,432          485,636          260,624
Incentive fees................................        --               --              103,350
                                                  ----------       ----------       ----------
     Total....................................     2,787,444        2,185,362        1,276,156
                                                  ----------       ----------       ----------
NET INCOME (LOSS).............................    (3,631,650)       3,345,779       (1,929,953)
                                                  ==========       ==========       ==========
Net Income (Loss) Allocation:
  Limited Partners............................    (3,592,200)       3,310,250       (1,909,044)
  General Partner.............................       (39,450)          35,529          (20,909)
Net Income (Loss) per Unit:
  Limited Partners............................         (1.17)            1.12             (.72)
  General Partner.............................         (1.17)            1.12             (.72)
The accompanying notes are an integral part of these financial statements.

                                      F-8
MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                            STATEMENTS OF OPERATIONS
FOR THE PERIOD
                                                                                       FROM
                                                                                   MARCH 1, 1999
                                                      FOR THE YEARS ENDED          (COMMENCEMENT
                                                         DECEMBER 31,            OF OPERATIONS) TO
                                                  ---------------------------      DECEMBER 31,
                                                     2001             2000             1999
                                                  ----------       ----------    -----------------
                                                      $                $                 $
REVENUES
Trading profit (loss):
  Realized....................................     1,237,257       (2,859,783)      (1,636,293)
  Net change in unrealized....................    (3,175,394)       1,578,590        1,722,849
                                                  ----------       ----------       ----------
     Total Trading Results....................    (1,938,137)      (1,281,193)          86,556
Interest income (Morgan Stanley DW)...........       764,243        1,274,899          521,699
                                                  ----------       ----------       ----------
     Total....................................    (1,173,894)          (6,294)         608,255
                                                  ----------       ----------       ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)............     1,369,546        1,547,098          852,522
Management fees...............................       391,300          442,028          243,578
                                                  ----------       ----------       ----------
     Total....................................     1,760,846        1,989,126        1,096,100
                                                  ----------       ----------       ----------
NET LOSS......................................    (2,934,740)      (1,995,420)        (487,845)
                                                  ==========       ==========       ==========
Net Loss Allocation:
  Limited Partners............................    (2,900,116)      (1,972,281)        (481,546)
  General Partner.............................       (34,624)         (23,139)          (6,299)
Net Loss per Unit:
  Limited Partners............................         (1.07)           (0.73)           (1.07)
  General Partner.............................         (1.07)           (0.73)           (1.07)
The accompanying notes are an integral part of these financial statements.

                                      F-9
MORGAN STANLEY CHARTER SERIES
             (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER SERIES)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Years Ended December 31, 2001, 2000 and 1999
UNITS OF
                                              PARTNERSHIP         LIMITED          GENERAL
                                               INTEREST           PARTNERS         PARTNER          TOTAL
                                             -------------       ----------       ---------       ----------
                                               (NOTE 1)              $                $               $
MORGAN STANLEY CHARTER
  MSFCM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER DWFCM L.P.)
Partners' Capital, December 31, 1998.....    2,919,789.900       44,949,810         522,358       45,472,168
Net loss.................................         --             (4,013,384)        (48,099)      (4,061,483)
Redemptions..............................     (360,673.500)      (5,225,471)         --           (5,225,471)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 1999.....    2,559,116.400       35,710,955         474,259       36,185,214
Offering of Units........................       21,412.187          343,831          --              343,831
Net income...............................         --              7,257,147         112,798        7,369,945
Redemptions..............................     (444,728.953)      (6,516,679)         --           (6,516,679)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 2000.....    2,135,799.634       36,795,254         587,057       37,382,311
Offering of Units........................      619,493.785       10,799,873          --           10,799,873
Net loss.................................         --             (1,410,776)        (19,411)      (1,430,187)
Redemptions..............................     (249,977.725)      (4,352,049)         --           (4,352,049)
                                             -------------       ----------       ---------       ----------
Partners' Capital, December 31, 2001.....    2,505,315.694       41,832,302         567,646       42,399,948
                                             =============       ==========       =========       ==========
For the Years Ended December 31, 2001 and 2000
                     and for the Period from March 1, 1999
                          (commencement of operations)
                              to December 31, 1999
UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
MORGAN STANLEY CHARTER
  GRAHAM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
Partners' Capital,
  Initial Offering......................      436,313.664         4,303,136         60,000         4,363,136
Offering of Units.......................    1,612,075.766        15,122,352        160,000        15,282,352
Net income..............................         --               1,408,675         16,504         1,425,179
Redemptions.............................      (41,053.445)         (409,555)         --             (409,555)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,007,335.985        20,424,608        236,504        20,661,112
Offering of Units.......................      768,712.178         7,657,343         30,000         7,687,343
Net income..............................         --               5,265,407         58,472         5,323,879
Redemptions.............................     (484,404.373)       (4,901,176)         --           (4,901,176)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,291,643.790        28,446,182        324,976        28,771,158
Offering of Units.......................    1,560,633.916        20,661,938        151,000        20,812,938
Net income..............................         --               3,223,806         34,954         3,258,760
Redemptions.............................     (371,731.370)       (4,902,088)         --           (4,902,088)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    3,480,546.336        47,429,838        510,930        47,940,768
                                            =============       ===========       ========       ===========
The accompanying notes are an integral part of these financial statements.

                                      F-10
MORGAN STANLEY CHARTER SERIES
             (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER SERIES)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                 For the Years Ended December 31, 2001 and 2000
                     and for the Period from March 1, 1999
                          (commencement of operations)
                              to December 31, 1999
UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
MORGAN STANLEY CHARTER
  MILLBURN L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
Partners' Capital,
  Initial Offering......................      483,488.295         4,774,883         60,000         4,834,883
Offering of Units.......................    2,079,748.071        20,678,854        225,000        20,903,854
Net loss................................         --              (1,909,044)       (20,909)       (1,929,953)
Redemptions.............................      (53,025.935)         (505,064)         --             (505,064)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,510,210.431        23,039,629        264,091        23,303,720
Offering of Units.......................      993,751.374         8,793,482         25,000         8,818,482
Net income..............................         --               3,310,250         35,529         3,345,779
Redemptions.............................     (639,474.070)       (5,685,382)         --           (5,685,382)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,864,487.735        29,457,979        324,620        29,782,599
Offering of Units.......................      905,670.879         9,005,536         50,000         9,055,536
Net loss................................         --              (3,592,200)       (39,450)       (3,631,650)
Redemptions.............................     (494,506.218)       (4,987,884)         --           (4,987,884)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    3,275,652.396        29,883,431        335,170        30,218,601
                                            =============       ===========       ========       ===========
For the Years Ended December 31, 2001 and 2000 and for the
           Period from March 1, 1999 (commencement of operations) to
                               December 31, 1999
UNITS OF
                                             PARTNERSHIP          LIMITED         GENERAL
                                              INTEREST           PARTNERS         PARTNER           TOTAL
                                            -------------       -----------       --------       -----------
                                                                     $               $                $
MORGAN STANLEY CHARTER
  WELTON L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
Partners' Capital, Initial Offering.....      580,145.052         5,731,450         70,000         5,801,450
Offering of Units.......................    2,067,456.248        18,109,078        200,000        18,309,078
Net loss................................         --                (481,546)        (6,299)         (487,845)
Redemptions.............................      (63,501.129)         (545,322)         --             (545,322)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 1999....    2,584,100.171        22,813,660        263,701        23,077,361
Offering of Units.......................      866,731.444         7,100,282         25,000         7,125,282
Net loss................................         --              (1,972,281)       (23,139)       (1,995,420)
Redemptions.............................     (729,623.322)       (5,897,782)         --           (5,897,782)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2000....    2,721,208.293        22,043,879        265,562        22,309,441
Offering of Units.......................      409,666.930         2,990,346          --            2,990,346
Net loss................................         --              (2,900,116)       (34,624)       (2,934,740)
Redemptions.............................     (795,064.911)       (5,711,971)         --           (5,711,971)
                                            -------------       -----------       --------       -----------
Partners' Capital, December 31, 2001....    2,335,810.312        16,422,138        230,938        16,653,076
                                            =============       ===========       ========       ===========
The accompanying notes are an integral part of these financial statements.

                                      F-11
MORGAN STANLEY CHARTER MSFCM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER DWFCM L.P.)
                            STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
                                                                     DECEMBER 31,
                                                    -----------------------------------------------
                                                       2001              2000              1999
                                                    -----------       -----------       -----------
                                                         $                 $                 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)...............................     (1,430,187)        7,369,945        (4,061,483)
Noncash item included in net
  income (loss):
     Net change in unrealized...................      4,973,466        (3,263,304)       (1,054,886)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        116,097           (52,908)            8,818
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................         68,395           184,421           --
     Accrued management fees (Morgan Stanley
       Futures & Currency Management)...........         19,541           (39,318)          (22,557)
     Accrued incentive fees (Morgan Stanley
       Futures & Currency Management)...........       (205,168)          205,168           --
     Accrued administrative expenses............        --                (70,250)           (7,619)
                                                    -----------       -----------       -----------
Net cash provided by (used for)
  operating activities..........................      3,542,144         4,333,754        (5,137,727)
                                                    -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Offering of Units...............................     10,799,873           343,831           --
Increase in subscriptions receivable............      1,082,400          (193,359)          --
Increase (decrease) in redemptions payable......       (141,583)          404,024           286,839
Redemptions of Units............................     (4,352,049)       (6,516,679)       (5,225,471)
                                                    -----------       -----------       -----------
Net cash provided by (used for) financing
  activities....................................      5,223,841        (5,962,183)       (4,938,632)
                                                    -----------       -----------       -----------
Net increase (decrease) in cash.................      8,765,985        (1,628,429)      (10,076,359)
Balance at beginning of period..................     34,507,098        36,135,527        46,211,886
                                                    -----------       -----------       -----------
Balance at end of period........................     43,273,083        34,507,098        36,135,527
                                                    ===========       ===========       ===========
The accompanying notes are an integral part of these financial statements.

                                      F-12
MORGAN STANLEY CHARTER GRAHAM L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.)
                            STATEMENTS OF CASH FLOWS
FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................     3,258,760        5,323,879        1,425,179
Noncash item included in net income:
     Net change in unrealized...................     2,549,392       (2,344,969)      (1,070,531)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        72,477          (63,257)         (78,774)
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................       115,492           41,311          108,150
     Accrued management fees....................        32,997           11,803           30,900
     Accrued incentive fees.....................      (860,827)         860,827         --
                                                    ----------       ----------       ----------
Net cash provided by operating activities.......     5,168,291        3,829,594          414,924
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering                                      --               --            4,363,136
  Offering of Units.............................    20,812,938        7,687,343       15,282,352
  (Increase) decrease in subscriptions
     receivable.................................    (2,175,483)         558,682         (811,200)
  Increase (decrease) in redemptions payable....      (226,515)         328,118          228,143
  Redemptions of Units..........................    (4,902,088)      (4,901,176)        (409,555)
                                                    ----------       ----------       ----------
Net cash provided by financing activities.......    13,508,852        3,672,967       18,652,876
                                                    ----------       ----------       ----------
Net increase in cash............................    18,677,143        7,502,561       19,067,800
Balance at beginning of period..................    26,570,361       19,067,800         --
                                                    ----------       ----------       ----------
Balance at end of period........................    45,247,504       26,570,361       19,067,800
                                                    ==========       ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-13
MORGAN STANLEY CHARTER MILLBURN L.P.
          (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.)
                            STATEMENTS OF CASH FLOWS
FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)...............................    (3,631,650)       3,345,779       (1,929,953)
Noncash item included in net income (loss):
     Net change in unrealized...................     3,536,111       (4,050,018)        (920,823)
(Increase) decrease in operating assets:
     Interest receivable (Morgan Stanley DW)....        95,074          (45,348)         (96,202)
Increase in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................        19,109           20,836          129,371
     Accrued management fees....................         5,460            5,953           36,963
                                                    ----------       ----------       ----------
Net cash provided by (used for) operating
  activities....................................        24,104         (722,798)      (2,780,644)
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering..............................        --               --            4,834,883
  Offering of Units.............................     9,055,536        8,818,482       20,903,854
  (Increase) decrease in subscriptions
     receivable.................................      (409,676)         610,910       (1,013,235)
  Increase (decrease) in redemptions payable....      (354,584)         381,322          237,975
  Redemptions of Units..........................    (4,987,884)      (5,685,382)        (505,064)
                                                    ----------       ----------       ----------
Net cash provided by financing activities.......     3,303,392        4,125,332       24,458,413
                                                    ----------       ----------       ----------
Net increase in cash............................     3,327,496        3,402,534       21,677,769
Balance at beginning of period..................    25,080,303       21,677,769         --
                                                    ----------       ----------       ----------
Balance at end of period........................    28,407,799       25,080,303       21,677,769
                                                    ==========       ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-14
MORGAN STANLEY CHARTER WELTON L.P.
           (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.)
                            STATEMENTS OF CASH FLOWS
FOR THE PERIOD
                                                                                         FROM
                                                                                     MARCH 1, 1999
                                                        FOR THE YEARS ENDED          (COMMENCEMENT
                                                           DECEMBER 31,            OF OPERATIONS) TO
                                                    ---------------------------      DECEMBER 31,
                                                       2001             2000             1999
                                                    ----------       ----------    -----------------
                                                        $                $                 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................    (2,934,740)      (1,995,420)        (487,845)
Noncash item included in net loss:
     Net change in unrealized...................     3,175,394       (1,578,590)      (1,722,849)
(Increase) decrease in operating assets:
     Net option premiums........................       129,234          459,306         (403,312)
     Interest receivable (Morgan Stanley DW)....        82,506          (27,259)         (83,547)
Increase (decrease) in operating liabilities:
     Accrued brokerage fees (Morgan Stanley
       DW)......................................       (17,538)            (967)         120,848
     Accrued management fees....................        (5,012)            (276)          34,528
                                                    ----------       ----------       ----------
Net cash provided by (used for) operating
  activities....................................       429,844       (3,143,206)      (2,542,177)
                                                    ----------       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial offering..............................        --               --            5,801,450
  Offering of Units.............................     2,990,346        7,125,282       18,309,078
  (Increase) decrease in subscriptions
     receivable.................................       189,550          683,374         (948,424)
  Increase (decrease) in redemptions payable....      (185,175)         549,196          222,634
  Redemptions of Units..........................    (5,711,971)      (5,897,782)        (545,322)
                                                    ----------       ----------       ----------
Net cash provided by (used for) financing
  activities....................................    (2,717,250)       2,460,070       22,839,416
                                                    ----------       ----------       ----------
Net increase (decrease) in cash.................    (2,287,406)        (683,136)      20,297,239
Balance at beginning of period..................    19,614,103       20,297,239         --
                                                    ----------       ----------       ----------
Balance at end of period........................    17,326,697       19,614,103       20,297,239
                                                    ==========       ==========       ==========
The accompanying notes are an integral part of these financial statements.

                                      F-15
MORGAN STANLEY CHARTER MSFCM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
DWFCM L.P.)
SCHEDULE OF INVESTMENTS

PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $42,399,948
NET                            NUMBER OF
                                              LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
     FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
     ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                $              $              $               %
Foreign currency.........................  (1,557,847)     1,193,718       (364,129)        (0.86)        2,268,192,000
Interest rate............................          --        311,908        311,908          0.74                   792
Commodity................................  (1,148,932)       183,470       (965,462)        (2.28)                  467
                                           ----------      ---------     ----------         -----
    Grand Total:.........................  (2,706,779)     1,689,069     (1,017,683)        (2.40)
                                           ==========      =========                        =====
    Unrealized Currency Loss.............                                   (83,782)
                                                                         ----------
    Net Unrealized Loss per Statement of
      Financial Condition................                                (1,101,465)
                                                                         ==========
MORGAN STANLEY CHARTER GRAHAM L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
GRAHAM L.P.)
SCHEDULE OF INVESTMENTS

PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $47,940,768
NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
Foreign currency..........................    934,741       1,007,431      1,942,172          4.05         2,398,800,974
Interest rate.............................    (55,801)        (92,474)      (148,275)        (0.31)                3,454
Commodity.................................   (633,879)        (36,080)      (669,959)        (1.40)                1,241
Equity....................................     14,300         (40,973)       (26,673)        (0.05)                   62
                                             --------       ---------      ---------         -----
    Grand Total:..........................    259,361         837,904      1,097,265          2.29
                                             ========       =========                        =====
    Unrealized Currency Loss..............                                  (231,157)
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                   866,108
                                                                           =========
The accompanying notes are an integral part of these financial statements.

                                      F-16
MORGAN STANLEY CHARTER MILLBURN L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER
CHARTER
MILLBURN L.P.)
SCHEDULE OF INVESTMENTS

PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $30,218,601
NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
Foreign currency..........................    537,188       1,119,535      1,656,723          5.48*        3,503,740,000
Interest rate.............................    (42,624)        150,141        107,517          0.36                   704
Commodity.................................   (312,108)        100,695       (211,413)        (0.70)                  263
Equity....................................       (737)          4,219          3,482          0.01                    57
                                             --------       ---------      ---------         -----
    Grand Total:..........................    181,719       1,374,590      1,556,309          5.15
                                             ========       =========                        =====
    Unrealized Currency Loss..............                                  (121,579)
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                 1,434,730
                                                                           =========
* No single contract's value exceeds 5% of Net Assets.

MORGAN STANLEY CHARTER WELTON L.P. (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER
WELTON L.P.)
SCHEDULE OF INVESTMENTS

PARTNERSHIP NET ASSETS AT DECEMBER 31, 2001: $16,653,076
NET                            NUMBER OF
                                               LONG           SHORT       UNREALIZED     PERCENTAGE OF      CONTRACTS/
      FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)    GAIN/(LOSS)    GAIN/(LOSS)     NET ASSETS      NOTIONAL AMOUNT
      ------------------------------        -----------    -----------    -----------    -------------    ---------------
                                                 $              $              $               %
Commodity.................................   (370,424)         17,838       (352,586)        (2.12)              621
Interest rate.............................     14,100         101,428        115,528          0.69               481
Foreign currency..........................         --         300,875        300,875          1.81               398
Equity....................................     39,687         (10,150)        29,537          0.18               222
                                             --------       ---------      ---------         -----
    Grand Total:..........................   (316,637)        409,991         93,354          0.56
                                             ========       =========                        =====
    Unrealized Currency Gain..............                                    32,691
                                                                           ---------
    Net Unrealized Gain per Statement of
      Financial Condition.................                                   126,045
                                                                           =========
The accompanying notes are an integral part of these financial statements.

                                      F-17
MORGAN STANLEY CHARTER SERIES
             (FORMERLY, MORGAN STANLEY DEAN WITTER CHARTER SERIES)
                         NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- Morgan Stanley Charter MSFCM L.P. (formerly, Morgan Stanley Dean
Witter Charter DWFCM L.P.) ("Charter MSFCM"), Morgan Stanley Charter Graham L.P.
(formerly, Morgan Stanley Dean Witter Charter Graham L.P.) ("Charter Graham"),
Morgan Stanley Charter Millburn L.P. (formerly, Morgan Stanley Dean Witter
Charter Millburn L.P.) ("Charter Millburn"), and Morgan Stanley Charter Welton
L.P. (formerly, Morgan Stanley Dean Witter Charter Welton L.P.) ("Charter
Welton") (individually, a "Partnership", or collectively, the "Partnerships")
are limited partnerships organized to engage primarily in the speculative
trading of futures 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.,
Inc. ("Morgan Stanley") and Morgan Stanley & Co. International Limited ("Morgan
Stanley International"). The trading advisor for Charter MSFCM is Morgan Stanley
Futures & Currency Management Inc. ("Morgan Stanley Futures & Currency
Management"). Prior to November 2000, Carr Futures Inc. ("Carr") provided
clearing and execution services to the Partnerships. Demeter, Morgan Stanley DW,
Morgan Stanley, Morgan Stanley International and Morgan Stanley Futures &
Currency Management are wholly-owned subsidiaries of Morgan Stanley Dean Witter
& Co.

On October 11, 2000, DWFCM International Access Fund L.P. changed its name to
Morgan Stanley Dean Witter Charter DWFCM L.P. and became one of the Charter
Series of funds effective December 1, 2000. Each outstanding unit of limited
partnership interest ("Unit(s)") in DWFCM International Access Fund L.P. was
converted to 100 Units of Charter MSFCM. The number of Units outstanding, net
income or loss per Unit and Net Asset Value per Unit have been adjusted for all
prior reporting periods to reflect this conversion.

Effective April 2, 2001, Dean Witter Reynolds Inc. changed its name to Morgan
Stanley DW Inc.

Effective November 1, 2001, Morgan Stanley Dean Witter Charter DWFCM L.P.,
Morgan Stanley Dean Witter Charter Graham L.P., Morgan Stanley Dean Witter
Charter Millburn L.P. and Morgan Stanley Dean Witter Charter Welton L.P. were
renamed Morgan Stanley Charter MSFCM L.P., Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P. and Morgan Stanley Charter Welton L.P.,
respectively.

Effective November 8, 2001, Dean Witter Futures & Currency Management Inc.
changed its name to Morgan Stanley Futures & Currency Management Inc.

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

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

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 statement of
operations. Monthly, Morgan Stanley DW credits each Partnership with interest

                                      F-18
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 Morgan Stanley and Morgan Stanley
International 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. Prior to December 1, 2000, Charter MSFCM was credited
with interest income based on 80% of the average daily Net Assets for the month
at a rate equal to the average yield on 13-week U.S. Treasury bills. For
purposes of such interest payments Net Assets do not include monies due the
Partnerships on forward contracts and other futures interests, but not actually
received.

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

CONDENSED SCHEDULE OF INVESTMENTS -- In March 2001, the American Institute of
Certified Public Accountants' Accounting Standards Executive Committee issued
Statement of Position ("SOP") 01-1, "Amendment to the Scope of Statement of
Position 95-2, Financial Reporting by Nonpublic Investment Partnerships, to
Include Commodity Pools" effective for fiscal years ending after December 15,
2001. Accordingly, commodity pools are now required to include a condensed
schedule of investments identifying those investments which constitute more than
5% of net assets, taking long and short positions into account separately.

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS -- The Partnerships' asset "Equity
in futures interests trading accounts," reflected in the statements of financial
condition, consists of (A) cash on deposit with Morgan Stanley DW, Morgan
Stanley and Morgan Stanley International to be used as margin for trading; (B)
net unrealized gains or losses on open contracts, which are valued at market,
and calculated as the difference between original contract value and market
value, and (C) net option premiums, which represent the net of all monies paid
and/or received for such option premiums.

The Partnerships, in their normal course of business, enter into various
contracts with Morgan Stanley and Morgan Stanley International acting as their
commodity brokers. Pursuant to brokerage agreements with Morgan Stanley and
Morgan Stanley International, to the extent that such trading results in
unrealized gains or losses, these amounts are offset and reported on a net basis
in the Partnerships' statements of financial condition.

The Partnerships have offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under terms of the
master netting agreements with Morgan Stanley and Morgan Stanley International,
the sole counterparties on such contracts. The Partnerships have consistently
applied their right to offset.

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

Prior to December 1, 2000, Charter MSFCM accrued brokerage commissions on a
half-turn basis at 80% of Morgan Stanley DW's published non-member rates and
transaction fees and costs were accrued on a half-turn basis. Brokerage
commissions and transaction fees chargeable to the Partnership were capped at
13/20 of 1% per month (a maximum 7.8% annual rate) of the Partnership's adjusted
month-end Net Assets.

OPERATING EXPENSES -- Each of the Partnerships incur 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.

Prior to December 1, 2000, Charter MSFCM paid all operating expenses related to
its trading activities, to a maximum 1/4 of 1% annually of its average month-end
Net Assets. Charter MSFCM's operating expenses included filing fees, legal,
auditing, accounting, mailing, printing and other incidental expenses as
permitted by the Limited Partnership Agreement.

                                      F-19
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 will be paid by the Limited Partners or the Partnerships.
Morgan Stanley DW will pay 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 the Partnerships.

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

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

2. RELATED PARTY TRANSACTIONS

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

Demeter, on behalf of Charter MSFCM and itself, entered into a management
agreement with Morgan Stanley Futures & Currency Management to make all trading
decisions for the Partnership. Charter MSFCM pays management and incentive fees
(if any) to Morgan Stanley Futures & Currency Management.

3. TRADING ADVISORS

Demeter, on behalf of Charter MSFCM, Charter Graham, Charter Millburn, and
Charter Welton, retains certain commodity trading advisors to make all trading
decision for the Partnerships. The trading advisors for each Partnership at
December 31, 2001 were as follows:

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

                                      F-20
Morgan Stanley Charter Welton L.P.
  Welton Investment Corporation

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

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

Prior to December 1, 2000, Charter MSFCM paid a monthly management fee equal to
1/4 of 1% (a 3% annual rate) of the Partnership's adjusted Net Assets, as
defined in the management agreement, as of the last day of each month.

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

Prior to December 1, 2000, Charter MSFCM paid a quarterly incentive fee equal to
15% of the trading profits earned by the Partnership as of the end of each
calendar quarter.

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

4. FINANCIAL INSTRUMENTS

The Partnerships trade 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. Futures and forwards represent contracts for delayed
delivery of an instrument at a specified date and price. Risk arises from
changes in the value of these contracts and the potential inability of
counterparties to perform under the terms of the contracts. There are numerous
factors which may significantly influence the market value of these contracts,
including interest rate volatility.

Each Partnership accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standard No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No.
133 defines a derivative as a financial instrument or other contract that has
all three of the following characteristics:

(1) One or more underlying notional amounts or payment provisions;

(2) Requires no initial net investment or a smaller initial net investment than
    would be required relative to changes in market factors;

(3) Terms require or permit net settlement.

Generally derivatives include futures, forward, swaps or options contracts, or
other financial instruments with similar characteristics such as caps, floors
and collars.

The net unrealized gains (losses) on open contracts at December 31, reported as
a component of "Equity in futures interests trading accounts" on the statements
of financial condition, and their longest contract maturities were as follows:

CHARTER MSFCM
NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
2001      (737,333)   (364,132)  (1,101,465)  June 2003   April 2002
  2000     2,307,848   1,564,153    3,872,001   June 2002   March 2001
F-21
CHARTER GRAHAM
NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
2001     1,017,777    (151,669)     866,108   June 2003   March 2002
  2000     3,043,579     371,921    3,415,500   June 2002   March 2001
CHARTER MILLBURN
NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   -----------------------
                         OFF-                                   OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-    EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL        TRADED       TRADED
  ----     ---------   ---------     -----      ---------    ---------
               $           $           $
2001      (221,988)  1,656,718    1,434,730   March 2002   March 2002
  2000     2,734,201   2,236,640    4,970,841    June 2001   March 2001
CHARTER WELTON
NET UNREALIZED GAINS/
               (LOSSES) ON OPEN CONTRACTS         LONGEST MATURITIES
           ----------------------------------   ----------------------
                         OFF-                                  OFF-
           EXCHANGE-   EXCHANGE-                EXCHANGE-   EXCHANGE-
  YEAR      TRADED      TRADED       TOTAL       TRADED       TRADED
  ----     ---------   ---------     -----      ---------   ---------
               $           $           $
2001       126,045      --          126,045   Sep. 2002       --
  2000     3,301,439      --        3,301,439   Sep. 2001       --
The Partnerships have credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnerships are
involved is limited to the amounts reflected in the Partnerships' statements of
financial condition.

The Partnerships also have credit risk because Morgan Stanley DW, Morgan Stanley
and Morgan Stanley International act as the futures commission merchants or the
counterparties, with respect to most of the Partnerships' assets.
Exchange-traded futures and futures-styled options contracts are marked to
market on a daily basis, with variations in value settled on a daily basis.
Morgan Stanley DW, Morgan Stanley and Morgan Stanley International, each as a
futures commission merchant for each Partnership's exchange-traded futures and
futures-styled options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures and futures-styled options contracts,
including an amount equal to the net unrealized gains (losses) on all open
futures and futures-styled options contracts, which funds, in the aggregate,
totaled $42,535,750 and $36,814,946 for Charter MSFCM, $46,265,281 and
$29,613,940 for Charter Graham, $28,185,811 and $27,814,504 for Charter
Millburn, and $17,452,742 and $22,915,542 for Charter Welton, at December 31,
2001 and 2000, respectively. With respect to each Partnership's
off-exchange-traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount equal to the
net unrealized gains (losses) on open forward contracts be segregated. With
respect to those off-exchange-traded forward currency contracts, the
Partnerships are at risk to the ability of Morgan Stanley, the sole counterparty
on all such contracts, to perform. Each Partnership has a netting agreement with
Morgan Stanley. These agreements, which seek to reduce both the Partnerships'
and Morgan Stanley's exposure on off-exchange-traded forward currency contracts,
should materially decrease the Partnerships' credit risk in the event of Morgan
Stanley's bankruptcy or insolvency.

                                      F-22
5. FINANCIAL HIGHLIGHTS

CHARTER MSFCM
PER UNIT:
                                                             ---------
NET ASSET VALUE, JANUARY 1, 2001:........................     $17.50
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       2.60
     Unrealized Loss.....................................      (2.19)
     Interest Income.....................................       0.63
     Expenses............................................      (1.62)
                                                              ------
     Net Loss............................................      (0.58)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $16.92
                                                              ======
     Expense Ratio.......................................        9.3%
     Net Loss Ratio......................................       (3.6%)
TOTAL RETURN:............................................       (3.3%)
CHARTER GRAHAM
PER UNIT:
                                                             ---------
NET ASSET VALUE, JANUARY 1, 2001:........................     $12.55
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       3.56
     Unrealized Loss.....................................      (0.93)
     Interest Income.....................................       0.45
     Expenses............................................      (1.86)
                                                              ------
     Net Income..........................................       1.22
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $13.77
                                                              ======
     Expense Ratio.......................................       13.8%
     Net Income Ratio....................................        8.8%
TOTAL RETURN:............................................        9.7%
CHARTER MILLBURN
PER UNIT:
                                                             ---------
NET ASSET VALUE, JANUARY 1, 2001:........................     $10.40
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       0.52
     Unrealized Loss.....................................      (1.15)
     Interest Income.....................................       0.37
     Expenses............................................      (0.91)
                                                              ------
     Net Loss............................................      (1.17)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $ 9.23
                                                              ======
     Expense Ratio.......................................        9.0%
     Net Loss Ratio......................................      (11.7%)
TOTAL RETURN:............................................      (11.3%)
F-23
CHARTER WELTON
PER UNIT:
                                                             ---------
NET ASSET VALUE, JANUARY 1, 2001:........................     $ 8.20
                                                              ------
NET OPERATING RESULTS:
     Realized Profit.....................................       0.51
     Unrealized Loss.....................................      (1.20)
     Interest Income.....................................       0.29
     Expenses............................................      (0.67)
                                                              ------
     Net Loss............................................      (1.07)
                                                              ------
NET ASSET VALUE, DECEMBER 31, 2001:......................     $ 7.13
                                                              ======
     Expense Ratio.......................................        9.2%
     Net Loss Ratio......................................      (15.4%)
TOTAL RETURN:............................................      (13.0%)
6. LEGAL MATTERS

In April 2001, the Appellate Division of New York State dismissed the class
action previously disclosed in the Partnership's Annual Report for the year
ended December 31, 2000. Because plaintiffs did not exercise their right to
appeal any further, this dismissal constituted a final resolution of the case.

                                      F-24
INDEPENDENT AUDITORS' REPORT

The Limited Partners and the General Partner of
  Morgan Stanley Charter Campbell L.P.:

We have audited the accompanying statement of financial condition of Morgan
Stanley Charter Campbell L.P. (the "Partnership") as of March 26, 2002. This
financial statement is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this statement of financial condition
based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement of
financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such statement of financial condition presents fairly, in all
material respects, the financial position of Morgan Stanley Charter Campbell
L.P. at March 26, 2002 in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP

March 27, 2002
New York, New York

                                      F-25
MORGAN STANLEY CHARTER CAMPBELL L.P.
 (LIMITED PARTNERS SHOULD NOTE THAT THEIR OWNERSHIP OF UNITS IN THE PARTNERSHIP
    DOES NOT RESULT IN THE OWNERSHIP OF ANY INTEREST IN THE GENERAL PARTNER)

                        STATEMENT OF FINANCIAL CONDITION
                                 MARCH 26, 2002
ASSETS
Equity in Commodity Interest Trading Account:
  Subscription Receivable (received March 27, 2002).........    $     20
                                                                ========

PARTNERS' CAPITAL
  Limited Partner--1 Unit Outstanding.......................    $     10
  General Partner--1 Unit Outstanding.......................          10
                                                                --------
                                                                $     20
                                                                ========
The accompanying notes are an integral part of this financial statement.

                                      F-26
MORGAN STANLEY CHARTER CAMPBELL L.P.
                   NOTES TO STATEMENT OF FINANCIAL CONDITION

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION--Morgan Stanley Charter Campbell L.P. (the "Partnership") is a
limited partnership organized under the Delaware Revised Uniform Limited
Partnership Act on March 26, 2002 to engage in the speculative trading of
futures interests in global currency markets. Demeter Management Corporation, as
the general partner of the Partnership (the "General Partner"), and Robert E.
Murray, President of the General Partner, acting as initial Limited Partner,
each made initial capital contributions of $10 to facilitate the filing of a
Certificate of Limited Partnership under the Delaware Revised Uniform Limited
Partnership Act.

The Partnership will offer 3,000,000 Units of Limited Partnership Interest
("Units") for sale to the public at an initial price of $10 per Unit. The
minimum subscription for most subscribers will be $20,000, as described in the
Partnership's Prospectus. If at least 500,000 Units of the Partnership are
subscribed for during the "Initial Offering Period" (defined in the Prospectus
as the period ending * , 2002, subject to earlier termination or extension to no
later than * , 2002) the General Partner may accept such subscriptions at the
"Initial Closing" (currently scheduled for * , 2002) and commence operations of
such Partnership. Thereafter, Units of the Partnership will be sold at Monthly
Closings at a price equal to 100% of the Net Asset Value per Unit (as described
in the Partnership's Prospectus). If it appears that subscriptions will be
received in excess of the Units available for sale, the General Partner may
register additional Units for sale.

The Partnership's cash is on deposit with Morgan Stanley DW Inc., an affiliate
of the General Partner, in a futures interest trading account. At each Monthly
Closing, the General Partner will contribute, in $1,000 increments, to the
Partnership, the additional amount in cash that is necessary for it at all times
to own, for its account, Units of General Partnership Interest at least equal to
the greater of $25,000 or 1% of aggregate capital contributions. The General
Partner and each Limited Partner will share in the profits and losses of the
Partnership in proportion to the amount of Partnership interest owned by each.

Both the General Partner and Morgan Stanley DW Inc. are wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co.

The Partnership will terminate on December 31, 2035 or at an earlier date if
certain conditions occur as defined in the Partnership's Limited Partnership
Agreement.

2. ORGANIZATION AND OFFERING EXPENSES

The Partnership is not liable for any organizational and offering expenses in
connection with the issuance and distribution of the Units. Morgan Stanley DW
Inc. has agreed to pay the organizational expenses of the Partnership and the
expenses of offering the Units to the public.

The proceeds from the subscription of Units will be held in escrow and invested
in an interest-bearing money market account. The pro-rata share of interest
earned on accepted or rejected subscription funds while such funds are held in
escrow will be credited to subscribers' customer accounts with Morgan Stanley DW
Inc.

3. OTHER AGREEMENTS

The proceeds from the Initial and each Monthly Closing will be used to establish
a futures interests trading account with Morgan Stanley DW Inc. for the
Partnership's Trading Advisor, Campbell & Company, Inc.

The Partnership will pay a monthly management fee to Campbell & Company, Inc.
equal to 1/12 of 2.75% per month (a 2.75% annual rate) of the Partnership's Net
Assets (as described in the Prospectus) as of the first day of each month.

                                      F-27
The Partnership will also pay a monthly incentive fee to the Trading Advisor
equal to 20% of "Trading profits" as to the Trading Advisor's allocated net
assets as of the end of each calendar month. If the Trading Advisor has losses
with respect to Net Assets at the end of each calendar month, the Trading
Advisor must earn back such losses before the Trading Advisor is eligible for an
incentive fee.

Under the Customer Agreement with Morgan Stanley DW Inc., the Partnership will
pay Morgan Stanley DW Inc. a flat-rate monthly brokerage fee of 1/12 of 6.75% of
Net Assets as of the first day of each month (a 6.75% annual rate).

Under the Customer Agreement with Morgan Stanley & Co., Inc., Morgan Stanley DW
Inc. will pay or reimburse the Partnership for all fees and costs of Morgan
Stanley & Co., Inc. for executing trades by the Partnership.

Morgan Stanley DW Inc. will credit the Partnership with interest income at month
end at the rate earned by Dean Witter on its U.S. Treasury bills investments
with customer segregated funds as if 100% of the Partnership's average daily
assets for the month were invested at a prevailing rate on U.S. Treasury bills.

                                      F-28
INDEPENDENT AUDITORS' REPORT

The Board of Directors of
  Demeter Management Corporation:

We have audited the accompanying statements of financial condition of Demeter
Management Corporation (the "Company"), a wholly-owned subsidiary of Morgan
Stanley Dean Witter & Co., as of November 30, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these statements of financial
condition based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statements of
financial condition are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statements of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such statements of financial condition present fairly, in all
material respects, the financial position of Demeter Management Corporation at
November 30, 2001 and 2000 in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP

January 11, 2002
New York, New York

                                      F-29
DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)

                       STATEMENTS OF FINANCIAL CONDITION
                           NOVEMBER 30, 2001 AND 2000
NOVEMBER 30,
                                                                -------------------------------
                                                                    2001               2000
                                                                ------------       ------------
                                                                     $                  $
ASSETS
Investments in affiliated partnerships......................      23,969,483         22,094,121
Income taxes receivable.....................................         603,715            578,533
Receivable from affiliated partnerships.....................             680                723
                                                                ------------       ------------
     Total Assets...........................................      24,573,878         22,673,377
                                                                ============       ============

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Parent...........................................      17,968,119         17,082,188
Accrued expenses............................................          21,600                451
                                                                ------------       ------------
  Total Liabilities.........................................      17,989,719         17,082,639
                                                                ------------       ------------

STOCKHOLDER'S EQUITY:
Common stock, no par value:
  Authorized 1,000 shares; outstanding 100 shares at stated
     value of $500 per share................................          50,000             50,000
Additional paid-in capital..................................     123,170,000        123,170,000
Retained earnings...........................................       6,434,159          5,440,738
                                                                ------------       ------------
                                                                 129,654,159        128,660,738
Less: Notes receivable from Parent..........................    (123,070,000)      (123,070,000)
                                                                ------------       ------------

  Total Stockholder's Equity................................       6,584,159          5,590,738
                                                                ------------       ------------

  Total Liabilities and Stockholder's Equity................      24,573,878         22,673,377
                                                                ============       ============
The accompanying notes are an integral part of these financial condition.

                                      F-30
DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
                   NOTES TO STATEMENTS OF FINANCIAL CONDITION
                           NOVEMBER 30, 2001 AND 2000

1. INTRODUCTION AND BASIS OF PRESENTATION

Demeter Management Corporation ("Demeter") is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW" or "Parent").

Demeter manages the following commodity pools as sole general partner: Dean
Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, Dean Witter
Cornerstone Fund IV, Columbia Futures Fund, Dean Witter Diversified Futures Fund
Limited Partnership, Dean Witter Diversified Futures Fund II L.P., Dean Witter
Diversified Futures Fund III L.P., Dean Witter Multi-Market Portfolio L.P., Dean
Witter Principal Plus Fund L.P., Dean Witter Principal Plus Fund Management
L.P., Dean Witter Portfolio Strategy Fund L.P., Dean Witter Global Perspective
Portfolio L.P., Dean Witter World Currency Fund L.P., Morgan Stanley Spectrum
Currency L.P. (formerly, Morgan Stanley Dean Witter Spectrum Currency L.P.),
Morgan Stanley Spectrum Commodity L.P. (formerly, Morgan Stanley Dean Witter
Spectrum Commodity L.P.), Morgan Stanley Spectrum Global Balanced L.P.
(formerly, Morgan Stanley Dean Witter Spectrum Global Balanced L.P.), Morgan
Stanley Spectrum Strategic L.P. (formerly, Morgan Stanley Dean Witter Spectrum
Strategic L.P.), Morgan Stanley Spectrum Technical L.P. (formerly, Morgan
Stanley Dean Witter Spectrum Technical L.P.), Morgan Stanley Spectrum Select
L.P. (formerly, Morgan Stanley Dean Witter Spectrum Select L.P.), Morgan Stanley
Dean Witter/Chesapeake L.P., Morgan Stanley Dean Witter/ JWH Futures Fund L.P.,
Morgan Stanley/Market Street Futures Fund L.P. (formerly, Morgan Stanley Dean
Witter/Market Street Futures Fund L.P.), Morgan Stanley Charter MSFCM L.P.
(formerly, Morgan Stanley Dean Witter Charter DWFCM L.P.) ("Charter MSFCM"),
Morgan Stanley Charter Graham L.P. (formerly, Morgan Stanley Dean Witter Charter
Graham L.P.) ("Charter Graham"), Morgan Stanley Charter Millburn L.P. (formerly,
Morgan Stanley Dean Witter Charter Millburn L.P.) ("Charter Millburn"), Morgan
Stanley Charter Welton L.P. (formerly, Morgan Stanley Dean Witter Charter Welton
L.P.) ("Charter Welton"), Morgan Stanley Dean Witter Strategic Alternatives Fund
L.P. ("SAFLP") and Morgan Stanley Dean Witter/Mark J. Walsh & Company, L.P.

Each of the commodity pools is a limited partnership organized to engage in the
speculative trading of commodity futures contracts, forward contracts on foreign
currencies and other commodity interests.

The statements of financial condition are prepared in conformity 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 these estimates.

On April 30, 1999, Dean Witter Spectrum Global Balanced L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Global Balanced L.P. On November 1, 2001,
Morgan Stanley Dean Witter Spectrum Global Balanced L.P. changed its name to
Morgan Stanley Spectrum Global Balanced L.P.

On April 30, 1999, Dean Witter Spectrum Select L.P. changed its name to Morgan
Stanley Dean Witter Spectrum Select L.P. On November 1, 2001, Morgan Stanley
Dean Witter Spectrum Select L.P. changed its name to Morgan Stanley Spectrum
Select L.P.

On April 30, 1999, Dean Witter Spectrum Strategic L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Strategic L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Strategic L.P. changed its name to Morgan Stanley
Spectrum Strategic L.P.

                                      F-31
DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
           NOTES TO STATEMENTS OF FINANCIAL CONDITION -- (CONTINUED)
                           NOVEMBER 30, 2001 AND 2000

On April 30, 1999, Dean Witter Spectrum Technical L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Technical L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Technical L.P. changed its name to Morgan Stanley
Spectrum Technical L.P.

On May 4, 1999, Demeter entered into a limited partnership agreement as general
partner in Morgan Stanley Dean Witter Strategic Alternatives L.P. ("SAFLP").
SAFLP is the domestic vehicle for investment of client assets. Morgan Stanley
Dean Witter Strategic Alternatives Fund ("SAFF1"), is an umbrella unit trust,
which is the offshore investment vehicle for client assets. Together SAFLP and
SAFF1 are members of and invest 100% of their capital into Morgan Stanley Dean
Witter Strategic Alternatives L.L.C. an investment vehicle organized to engage
in the speculative trading of futures interests which commenced trading on May
4, 2000.

On July 6, 1999, DWR/Market Street Futures Fund L.P. changed its name to Morgan
Stanley Dean Witter/Market Street Futures Fund L.P. On November 28, 2001, Morgan
Stanley Dean Witter/ Market Street Futures Fund L.P. changed its name to Morgan
Stanley/Market Street Futures Fund L.P.

On March 6, 2000, Demeter entered into a limited partnership agreement as
general partner in Morgan Stanley Spectrum Currency L.P. ("Spectrum Currency")
and registered 12,000,000 Units to be offered to investors in a continuing
public offering. Spectrum Currency commenced trading on July 5, 2000. On
November 1, 2001, Morgan Stanley Dean Witter Spectrum Currency L.P. changed its
name to Morgan Stanley Spectrum Currency L.P.

On March 7, 2000, Morgan Stanley Tangible Asset Fund L.P. changed its name to
Morgan Stanley Dean Witter Spectrum Commodity L.P. On November 1, 2001, Morgan
Stanley Dean Witter Spectrum Commodity L.P. changed its name to Morgan Stanley
Spectrum Commodity L.P. ("Spectrum Commodity"). Spectrum Commodity registered
7,000,000 Units on March 6, 2000 and became open to new investment on a
continuous basis as of that date. Effective March 6, 2000, Spectrum Commodity
became part of the Morgan Stanley Spectrum Series of Funds.

On March 27, 2000, the Charter Series individually registered additional Units
with the SEC: 6,000,000 Units of Charter Graham, 6,000,000 Units of Charter
Millburn and 6,000,000 Units of Charter Welton, to be offered to investors in a
continuing public offering.

Effective with the April 30, 2000 monthly closing, the exchange privilege among
the Cornerstone Funds (a "Series Exchange") was terminated.

On June 7, 2000, Demeter entered into a limited partnership agreement as general
partner in Morgan Stanley Dean Witter/Mark J. Walsh & Company, L.P. ("Walsh").
Walsh commenced trading on May 1, 2001.

On October 11, 2000, DWFCM International Access Fund L.P. changed its name to
Morgan Stanley Dean Witter Charter DWFCM L.P. On November 1, 2001, Morgan
Stanley Dean Witter Charter DWFCM L.P. changed its name to Morgan Stanley
Charter MSFCM L.P. Charter MSFCM registered 1,750,000 Units on October 11, 2000
and became open to new investment on a continuous basis starting November 1,
2000. Effective December 1, 2000, Charter MSFCM became part of the Morgan
Stanley Charter Series.

On November 1, 2001, Morgan Stanley Dean Witter Charter Graham L.P., Morgan
Stanley Dean Witter Charter Millburn L.P., and Morgan Stanley Dean Witter
Charter Welton L.P. changed their names to Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter Welton L.P.,
respectively.

                                      F-32
DEMETER MANAGEMENT CORPORATION
         (WHOLLY-OWNED SUBSIDIARY OF MORGAN STANLEY DEAN WITTER & CO.)
           NOTES TO STATEMENTS OF FINANCIAL CONDITION -- (CONCLUDED)
                           NOVEMBER 30, 2001 AND 2000

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INCOME TAXES -- The results of operations of Demeter are included in the
consolidated federal income tax return of MSDW. Income taxes are computed on a
separate company basis and are due to MSDW.

3. INVESTMENTS IN AFFILIATED PARTNERSHIPS

The limited partnership agreement of each commodity pool requires Demeter to
maintain a general partnership interest in each partnership, generally in an
amount equal to, but not less than 1 percent of the aggregate capital
contributed to the partnership by all partners.

The total assets, liabilities and partners' capital of all the funds managed by
Demeter at November 30, 2001 and 2000 were as follows:
NOVEMBER 30,
                                                       --------------------------------
                                                           2001               2000
                                                       -------------      -------------
                                                             $                  $
Total assets.......................................    1,345,947,554      1,244,513,096
Total liabilities..................................       21,606,995         27,380,688
Total partners' capital............................    1,324,340,559      1,217,132,408
Demeter's investments in such limited partnerships are carried at market value.

4. PAYABLE TO PARENT

Payable to Parent is primarily for amounts due for the purchase of partnership
investments, income tax payments made by MSDW on behalf of Demeter and the
cumulative results of operations.

5. NET WORTH REQUIREMENT

At November 30, 2001 and 2000, Demeter held non-interest bearing notes from its
Parent that were payable on demand. These notes were received in connection with
additional capital contributions aggregating $123,070,000 at November 30, 2001
and 2000.

The limited partnership agreement of each commodity pool requires Demeter to
maintain its net worth at an amount not less than 10% of the capital
contributions by all partners in each pool in which Demeter is the general
partner (15% if the capital contributions to any partnership are less than
$2,500,000, or $250,000, whichever is less).

In calculating this requirement, Demeter's interests in each limited partnership
and any amounts receivable from or payable to such partnerships are excluded
from net worth. Notes receivable from Parent are included in net worth for
purposes of this calculation.

6. LITIGATION

In April 2001, the Appellate Division of New York State dismissed the class
action previously disclosed in Demeter's annual report for the year ended
November 30, 2000. Because plaintiffs did not exercise their rights to appeal
any further, this dismissal constituted a final resolution of the case.

                                      F-33
EXHIBIT A

                          TABLE OF CONTENTS TO FORM OF
            [AMENDED AND RESTATED] LIMITED PARTNERSHIP AGREEMENT FOR
MORGAN STANLEY DEAN WITTER CHARTER [GRAHAM] [MILLBURN] [WELTON] [MSFCM] L.P. AND
 FORM OF LIMITED PARTNERSHIP AGREEMENT FOR MORGAN STANLEY CHARTER CAMPBELL L.P.
PAGE
      1.  Formation; Name.............................................   A-1
      2.  Office......................................................   A-2
      3.  Business....................................................   A-2
      4.  Term; Dissolution; Fiscal Year..............................   A-2
          (a)  Term...................................................   A-2
          (b)  Dissolution............................................   A-3
          (c)  Fiscal Year............................................   A-3
      5.  Net Worth of General Partner................................   A-3
          Capital Contributions and Offering of Units of Limited
      6.  Partnership Interest........................................   A-4
          Allocation of Profits and Losses; Accounting; Other
      7.  Matters.....................................................   A-6
          (a)  Capital Accounts.......................................   A-6
          (b)  Monthly Allocations....................................   A-6
          (c)  Allocation of Profit and Loss for Federal Income Tax
          Purposes....................................................   A-7
          (d)  Definitions; Accounting................................   A-8
          (e)  Expenses and Limitations Thereof.......................   A-9
          (f)  Limited Liability of Limited Partners..................   A-10
          (g)  Return of Limited Partner's Capital Contribution.......   A-10
          (h)  Distributions..........................................   A-10
          (i)  Interest on Assets.....................................   A-10
      8.  Management and Trading Policies.............................   A-10
          (a)  Management of the Partnership..........................   A-10
          (b)  The General Partner....................................   A-11
          (c)  General Trading Policies...............................   A-12
          (d)  Changes to Trading Policies............................   A-13
          (e)  Miscellaneous..........................................   A-13
      9.  Audits; Reports to Limited Partners.........................   A-14
     10.  Transfer; Redemption of Units; Exchange Privilege...........   A-16
          (a)  Transfer...............................................   A-16
          (b)  Redemption.............................................   A-16
          (c)  Exchange Privilege.....................................   A-18
     11.  Special Power of Attorney...................................   A-19
     12.  Withdrawal of Partners......................................   A-19
     13.  No Personal Liability for Return of Capital.................   A-20
     14.  Standard of Liability; Indemnification......................   A-20
          (a)  Standard of Liability..................................   A-20
          (b)  Indemnification by the Partnership.....................   A-20
          (c)  Affiliate..............................................   A-21
          (d)  Indemnification by Partners............................   A-21
     15.  Amendments; Meetings........................................   A-21
          (a)  Amendments with Consent of the General Partner.........   A-21
          (b)  Meetings...............................................   A-22
          (c)  Amendments and Actions without Consent of the General
          Partner.....................................................   A-22
          (d)  Action Without Meeting.................................   A-23
          (e)  Amendments to Certificate of Limited Partnership.......   A-23
     16.  Index of Defined Terms......................................   A-23
     17.  Governing Law...............................................   A-24
     18.  Miscellaneous...............................................   A-24
          (a)  Priority among Limited Partners........................   A-24
          (b)  Notices................................................   A-24
          (c)  Binding Effect.........................................   A-24
          (d)  Captions...............................................   A-24
Annex A --Request for Redemption......................................   A-27
EXHIBIT A

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR
MORGAN STANLEY CHARTER [GRAHAM] [MILLBURN] [WELTON] [MSFCM] L.P. AND FORM OF
LIMITED PARTNERSHIP AGREEMENT FOR MORGAN STANLEY CHARTER CAMPBELL L.P.

     BOLDFACED CAPTIONS AND BRACKETED TEXT REFLECT DIFFERENCES IN LIMITED
PARTNERSHIP AGREEMENTS

CHARTER GRAHAM, CHARTER MILLBURN AND CHARTER WELTON ONLY:

     This Agreement of Limited Partnership, made as of July 15, 1998, by and
among Demeter Management Corporation, a Delaware corporation (the "General
Partner"), and the other parties who shall execute this Agreement, whether in
counterpart, by separate instrument, or otherwise, as limited partners
(collectively "Limited Partners"; the General Partner and Limited Partners may
be collectively referred to herein as "Partners"). The definitions of
capitalized terms used in this Agreement and not defined where used may be
found by reference to the index of defined terms in Section 16.

CHARTER MSFCM ONLY:

     This Agreement of Limited Partnership, made as of October 22, 1993, as
amended and restated as of October 31, 2000 by and among Demeter Management
Corporation, a Delaware corporation (the "General Partner"), and the other
parties who shall execute this Agreement, whether in counterpart, by separate
instrument, or otherwise, as limited partners (collectively "Limited Partners";
the General Partner and Limited Partners may be collectively referred to herein
as "Partners"). The definitions of capitalized terms used in this Agreement and
not defined where used may be found by reference to the index of defined terms
in Section 16.

CHARTER CAMPBELL ONLY:

     This Agreement of Limited Partnership, made as of March 26, 2002, by and
among Demeter Management Corporation, a Delaware corporation (the "General
Partner"), and the other parties who shall execute this Agreement, whether in
counterpart, by separate instrument, or otherwise, as limited partners
(collectively "Limited Partners"; the General Partner and Limited Partners may
be collectively referred to herein as "Partners"). The definitions of
capitalized terms used in this Agreement and not defined where used may be
found by reference to the index of defined terms in Section 16.

                                  WITNESSETH:

     WHEREAS, the parties hereto desire to form a limited partnership for the
purpose of engaging in the speculative trading of futures interests.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  FORMATION; NAME.

     The parties hereto do hereby form a limited partnership under the Delaware
Revised Uniform Limited Partnership Act, as amended and in effect on the date
hereof (the "Act"). The name of the limited partnership is Morgan Stanley
Charter [Graham] [Millburn] [Welton] [MSFCM] [Campbell] L.P. (the
"Partnership"). The General Partner may, without the approval of the Limited
Partners, change the name of the Partnership, or cause the Partnership to
transact business under another name. The General Partner shall notify all
Limited Partners (or any assignees thereof) of any such change. The General
Partner shall execute and file a Certificate of Limited Partnership of the
Partnership (the "Certificate of Limited Partnership") in accordance with the
Act, and shall execute, file, record, and publish as appropriate such
amendments, assumed name certificates, and

                                      A-1
other documents as are or become necessary or advisable in connection with the
operation of the Partnership, as determined by the General Partner, and shall
take all steps which the General Partner may deem necessary or advisable to
allow the Partnership to conduct business as a limited partnership where the
Partnership conducts business in any jurisdiction, and to otherwise provide that
Limited Partners will have limited liability with respect to the activities of
the Partnership in all such jurisdictions, and to comply with the law of any
jurisdiction. Each Limited Partner hereby undertakes to furnish to the General
Partner a power of attorney and such additional information as the General
Partner may request to complete such documents and to execute and cooperate in
the filing, recording, or publishing of such documents as the General Partner
determines appropriate.

2.  OFFICE.

     The principal office of the Partnership shall be 825 Third Avenue, 8th
Floor, New York, New York 10022, or such other place as the General Partner may
designate from time to time.

     The address of the principal office of the Partnership in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and
address of the registered agent for service of process on the Partnership in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, or such other
agent as the General Partner shall designate from time to time.

3.  BUSINESS.

     The Partnership's business and general purpose is to trade, buy, sell,
spread, or otherwise acquire, hold, or dispose of commodities (which may include
foreign currencies, mortgage-backed securities, money market instruments,
financial instruments, and any other securities or items which are now, or may
hereafter be, the subject of futures contract trading) domestic and foreign
commodity futures contracts, commodity forward contracts, foreign exchange
commitments, options on physical commodities and on futures contracts, spot
(cash) commodities and currencies, and any rights pertaining thereto
(collectively, "Futures Interests"), and securities (such as United States
Treasury securities) approved by the Commodity Futures Trading Commission (the
"CFTC") for investment of customer funds and other securities on a limited
basis, and to engage in all activities incident thereto. The objective of the
Partnership's business is appreciation of its assets through speculative
trading. The Partnership may pursue this objective in any lawful manner
consistent with the Partnership's trading policies. The Partnership may engage
in the foregoing activities either directly or through any lawful transaction or
any lawful activity into which a limited partnership may enter or in which a
limited partnership may engage under the laws of the State of Delaware;
provided, that such transactions or activities do not subject the Limited
Partners to any liability in excess of the limited liability provided for herein
and contemplated by the Act.

4.  TERM; DISSOLUTION; FISCAL YEAR.

[CHARTER GRAHAM, CHARTER MILLBURN, CHARTER WELTON AND CHARTER CAMPBELL ONLY:

     (a) TERM. The term of the Partnership shall commence upon the filing of the
Certificate of Limited Partnership in the Office of the Secretary of State of
the State of Delaware and shall end upon the first to occur of the following:
(i) December 31, 2035; (ii) receipt by the General Partner of a notice setting
forth an election to terminate and dissolve the Partnership at a specified time
by Limited Partners owning more than 50% of the outstanding Units, which notice
shall be sent by registered mail to the General Partner not less than 90 days
prior to the effective date of such termination and dissolution; (iii) the
withdrawal, insolvency, bankruptcy, dissolution, liquidation or termination of
any general partner, unless the business of the Partnership shall be continued
by any remaining or successor general partner(s) in accordance with the
provisions hereof; (iv) the

                                      A-2
occurrence of any event which shall make it unlawful for the existence of the
Partnership to be continued; (v) a decline in the Net Asset Value of a Unit as
of the close of business (as determined by the General Partner) on any day to
less than $2.50; (vi) a decline in the Partnership's Net Assets as of the close
of business (as determined by the General Partner) on any day to $250,000 or
less; (vii) a determination by the General Partner that the Partnership's Net
Assets in relation to the operating expenses of the Partnership make it
unreasonable or imprudent to continue the business of the Partnership; (viii) a
determination by the General Partner upon 120 days' notice to the Limited
Partners to terminate the Partnership; or (ix) a determination by the General
Partner to terminate the Partnership following a Special Redemption Date.]

[CHARTER MSFCM ONLY:

     (a) TERM. The term of the Partnership shall commence upon the filing of the
Certificate of Limited Partnership in the Office of the Secretary of State of
the State of Delaware and shall end upon the first to occur of the following:
(i) December 31, 2025; (ii) receipt by the General Partner of a notice setting
forth an election to terminate and dissolve the Partnership at a specified time
by Limited Partners owning more than 50% of the outstanding Units, which notice
shall be sent by registered mail to the General Partner at least 90 days prior
to the effective date of such termination and dissolution; (iii) the withdrawal,
insolvency, bankruptcy, dissolution, liquidation or termination of any general
partner, unless the business of the Partnership shall be continued by any
remaining or successor general partner(s) in accordance with the provisions
hereof; (iv) a decline in the Net Asset Value of a Unit as of the close of
business (as determined by the General Partner) on any day to less than $2.50;
(v) a decline in the Partnership's Net Assets as of the close of business (as
determined by the General Partner) on any day to $250,000 or less; (vi) a
determination by the General Partner that the Partnership's Net Assets in
relation to the operating expenses of the Partnership make it unreasonable or
imprudent to continue the business of the Partnership; (vii) the occurrence of
any event which shall make it unlawful for the existence of the Partnership to
be continued; or (viii) a determination by the General Partner to terminate the
Partnership following a Special Redemption Date.]

     (b) DISSOLUTION. Upon the occurrence of an event causing the termination of
the Partnership, the Partnership shall terminate and be dissolved. Dissolution,
payment of creditors, and distribution of the Partnership's Net Assets shall be
effected as soon as practicable in accordance with the Act, except that the
General Partner and each Limited Partner (and any assignee) shall share in the
Net Assets of the Partnership pro rata in accordance with such Partner's
respective capital account, less any amount owing by such Partner (or assignee)
to the Partnership. The General Partner shall, at its option, be entitled to
supervise the liquidation of the Partnership.

     Nothing contained in this Agreement shall impair, restrict, or limit the
rights and powers of the Partners under the laws of the State of Delaware and
any other jurisdiction in which the Partnership shall be conducting business to
reform and reconstitute themselves as a limited partnership following
dissolution of the Partnership, either under provisions identical to those set
forth herein or any others which they shall deem appropriate.

     (c) FISCAL YEAR. The fiscal year of the Partnership shall begin on January
1 of each year and end on the following December 31.

5.  NET WORTH OF GENERAL PARTNER.

     The General Partner agrees that at all times, as long as it remains a
general partner of the Partnership, it shall maintain its net worth at an amount
not less than 10% of the total contributions to the Partnership by all Partners
and to any other limited partnership for which it acts as a general partner by
all such partnership's partners; provided, however, that if the total
contributions to the Partnership by all Partners, or to any limited partnership
for which it acts as a general partner by all partners, are less than
$2,500,000, then with respect to the Partnership and any such limited
partnership, the General Partner shall maintain its net worth at an amount of at
least 15% of the total contributions to the Partnership by all Partners and of
the total contributions

                                      A-3
to any such limited partnership for which it acts as a general partner by all
such partnership's partners or $250,000, whichever is the lesser; and, provided,
further, that in no event shall the General Partner's net worth be less than
$50,000. For the purposes of this Section 5, "net worth" shall be calculated in
accordance with generally accepted accounting principles, except as otherwise
specified in this Section 5, with all current assets based on their then current
market values. The interests owned by the General Partner in the Partnership and
any other partnerships for which it acts as a general partner and any notes and
accounts receivable from and payable to any limited partnership in which it has
an interest shall not be included as an asset in calculating its net worth, but
any notes receivable from an "affiliate" (as such term is defined in Regulation
S-X of the rules and regulations of the Securities and Exchange Commission (the
"SEC")) of the General Partner or letters of credit may be included.

     The General Partner agrees that it shall not be a general partner of any
limited partnership other than the Partnership unless, at all times when it is a
general partner of any such additional limited partnership, its net worth is at
least equal to the net worth required by the preceding paragraph of this Section
5.

     The requirements of the preceding two paragraphs of this Section 5 may be
modified by the General Partner at its option, without notice to or the consent
of the Limited Partners, provided that: (a) such modification does not adversely
affect the interests of the Limited Partners, and (b) the General Partner
obtains a written opinion of counsel for the Partnership that such proposed
modification: (i) will not adversely affect the classification of the
Partnership as a partnership for federal income tax purposes, (ii) will not
adversely affect the status of the Limited Partners as limited partners under
the Act, and (iii) will not violate any applicable state securities or Blue Sky
law or any rules, regulations, guidelines, or statements of policy promulgated
or applied thereunder; provided, however, that the General Partner's net worth
may not be reduced below the lesser of (A) the net worth required by Section
II.B of the Guidelines for Registration of Commodity Pool Programs, as adopted
in revised form by the North American Securities Administrators Association,
Inc. in September, 1993 (the "NASAA Guidelines"), and (B) the net worth required
by such Guidelines as in effect on the date of such proposed modification.

6.  CAPITAL CONTRIBUTIONS AND OFFERING OF UNITS OF LIMITED PARTNERSHIP INTEREST.

[CHARTER GRAHAM, CHARTER MILLBURN, CHARTER WELTON, AND CHARTER MSFCM ONLY:

     The General Partner shall contribute to the Partnership, in $1,000
increments, such amount in cash as is necessary to make the General Partner's
capital contribution at least equal to the greater of: (a) 1% of aggregate
capital contributions to the Partnership by all Partners (including the General
Partner's contribution) and (b) $25,000. Such additional contribution by the
General Partner need not exceed the amount described above and shall be
evidenced by units of general partnership interest (a "Unit(s) of General
Partnership Interest"). Thereafter, the General Partner shall maintain its
interest in the capital of the Partnership at no less than the amount stated
above. The General Partner, without notice to or consent of the Limited
Partners, may withdraw any portion of its interest in the Partnership that is in
excess of its required interest described above. Interests in the Partnership,
other than the Units of General Partnership Interest, shall be Units of Limited
Partnership Interest ("Units" or, individually, a "Unit"). The net asset value
of a Unit of General Partnership Interest shall at all times be equivalent to
the Net Asset Value of a Unit of Limited Partnership Interest.]

[CHARTER CAMPBELL ONLY:

     The General Partner is herewith contributing $10 in cash to the
Partnership, for which it is receiving one unit of general partnership interest
(a "Unit of General Partnership Interest"). At the initial closing (the "Initial
Closing"), if any, for the acceptance of subscriptions for Units of Limited
Partnership Interest of the Partnership ("Units" or, individually, a "Unit")
during the initial offering of Units (the "Initial Offering"), the General
Partner shall contribute to the

                                      A-4
Partnership, in $1,000 increments, such amount in cash as is necessary to make
the General Partner's capital contribution at least equal to the greater of: (a)
1% of aggregate capital contributions to the Partnership by all Partners
(including the General Partner's contribution) and (b) $25,000. Such additional
contribution by the General Partner need not exceed the amount described above
and shall be evidenced by Units of General Partnership Interest. Thereafter, the
General Partner shall maintain its interest in the capital of the Partnership at
no less than the amount stated above. The General Partner, without notice to or
consent of the Limited Partners, may withdraw any portion of its interest in the
Partnership that is in excess of its required interest described above. The net
asset value of a Unit of General Partnership Interest shall at all times be
equivalent to the Net Asset Value of a Unit of Limited Partnership Interest.

[CHARTER GRAHAM, CHARTER MILLBURN CHARTER WELTON AND CHARTER CAMPBELL ONLY:

     The General Partner's minimum investment requirements of the preceding
paragraph of this Section 6 may be modified by the General Partner at its
option, without notice to or the consent of the Limited Partners, provided that:
(a) such modification does not adversely affect the interests of the Limited
Partners, and (b) the General Partner obtains a written opinion of counsel for
the Partnership that such proposed modification: (i) will not adversely affect
the Partnership's ability to meet the administrative requirements applicable to
partnerships under the federal income tax laws, (ii) will not adversely affect
the status of the Limited Partners as limited partners under the Act, and (iii)
will not violate any applicable state securities or Blue Sky law or any rules,
regulations, guidelines, or statements of policy promulgated or applied
thereunder; provided, however, that the General Partner's minimum investment in
the Partnership may not be reduced below the lesser of (A) the minimum
investment required by Section II.C of the NASAA Guidelines, and (B) the minimum
investment required by such Guidelines as in effect on the date of such proposed
modification.]

     Interests in the Partnership, other than the General Partnership Interest
of the General Partner, shall be Units.

[CHARTER CAMPBELL ONLY:

     The initial Limited Partner named at the end of this Agreement is herewith
contributing $10 in cash to the capital of the Partnership in consideration for
receiving one Unit. The initial Limited Partner agrees to withdraw as a Limited
Partner at the Initial Closing, and the remaining Partners hereby consent to
such withdrawal. The $10 capital contribution of the Initial Limited Partner
shall be returned to him, without interest, and he shall have no further rights
or obligations as a Limited Partner with respect to such contribution.]

     The General Partner, for and on behalf of the Partnership, shall issue and
sell Units to persons desiring to become Limited Partners, provided that such
persons shall be determined by the General Partner to be qualified investors and
their subscriptions for Units shall be accepted by the General Partner, which
acceptance the General Partner may withhold in whole or in part in its sole
discretion. The minimum subscription for Units per subscriber shall be such
amount as the General Partner shall determine from time to time in its sole
discretion.

     The Partnership, directly and/or through Morgan Stanley DW Inc. ("Morgan
Stanley DW"), Morgan Stanley & Co. Incorporated ("MS & Co."), or such other
selling agent or agents (each, a "Selling Agent") as may be approved by the
General Partner, may at any time and from time to time in the sole discretion of
the General Partner offer for sale Units and fractions of Units (to the third
decimal place) in public and/or private offerings, at prices per Unit, in such
minimum amounts, for such periods of time, and on such terms and conditions as
the General Partner shall determine in its sole discretion. Units offered during
any offering shall be issued and sold by the Partnership as of the close of
business (as determined by the General Partner) on the last day of a calendar
month and a closing for subscriptions received during such offering shall be
held as of such date; provided, however, that the General Partner may hold
closings at such other times and for such other periods as it shall determine in
its sole discretion to effectuate such offerings. At

                                      A-5
each such closing, the Partnership shall issue and sell Units to each subscriber
whose subscription shall be accepted by the General Partner at a price per Unit
to be determined by the General Partner in its sole discretion; provided,
however, that the offering price per Unit at [CHARTER CAMPBELL ONLY: the Initial
Closing shall be $10 per Unit, and the offering price per Unit at any
subsequent] the closing during any offering of Units shall not at any time be
less than the Net Asset Value of a Unit as of the close of business on the date
of the applicable closing at which such Unit shall be issued and sold, unless
the newly offered Units' participation in the Partnership's profits and losses
is proportionately reduced. During any offering, Units may be subscribed for by
the General Partner, Morgan Stanley DW, MS & Co., Morgan Stanley Dean Witter &
Co. ("MSDW"), any trading advisor to the Partnership (each, a "Trading
Advisor"), any commodity broker for the Partnership (each, a "Commodity
Broker"), and such persons' respective shareholders, directors, officers,
partners, employees, principals, and Affiliates. [CHARTER CAMPBELL ONLY:
Notwithstanding Section 10(b), Units purchased at the Initial Closing by the
General Partner, Morgan Stanley DW, any Additional Seller and any Trading
Advisor, or any Affiliate of the foregoing (for purposes of this provision, the
term "Affiliate" shall not include any natural persons) may not be redeemed for
a period of two years after the Initial Closing if such redemption would cause
the Partnership to have less than $5,000,000 in Net Assets.] Subscriptions for
Units by such persons shall not preclude them from receiving compensation from
the Partnership for services rendered by them in their respective capacities as
other than Limited Partners. No subscriber for Units during any offering of
Units shall become a Limited Partner until the General Partner shall: (a) accept
such subscriber's subscription at a closing relating to such offering; (b)
execute this Agreement on behalf of such subscriber pursuant to the power of
attorney in the subscription agreement executed by the subscriber in connection
with such offering; and (c) make an entry on the books and records of the
Partnership reflecting that such subscriber has been admitted as a Limited
Partner. Accepted subscribers shall be deemed Limited Partners at such time as
their admission shall be reflected on the books and records of the Partnership.
The aggregate of all capital contributions to the Partnership shall be available
to the Partnership to carry on its business and no interest shall be paid by the
Partnership on any such contribution.

     In connection with any offering of Units by the Partnership, the General
Partner, on behalf of the Partnership, shall: (a) cause to be filed one or more
disclosure documents and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law with the
CFTC and the National Futures Association ("NFA"), Forms D or other
applications, notices or forms with the SEC and state securities and Blue Sky
administrators, and Registration Statements, Prospectuses (as used hereinafter,
the term "Prospectus" shall mean the most recent version of the Prospectus
issued by the Partnership, or the most recent version of the disclosure document
or other offering memorandum prepared, in connection with the particular
offering of Units), and such amendments and supplements thereto as the General
Partner shall deem advisable or as may be required by applicable law, with the
CFTC, the NFA, the SEC, and NASD Regulation, Inc.; (b) qualify by registration
or exemption from registration the Units for sale under the Blue Sky and
securities laws of such states of the United States and such other jurisdictions
as the General Partner in its sole discretion shall deem advisable or as may be
required by applicable law; (c) make such arrangements for the sale of Units as
it shall deem advisable, including engaging Morgan Stanley DW, MS & Co., or any
other firm as Selling Agent and entering into a selling agreement with Morgan
Stanley DW, MS & Co., or such other Selling Agent; and (d) take such action with
respect to and in order to effectuate the matters described in clauses
(a) through (c) as it shall deem advisable or necessary.

     The Partnership shall not pay the costs of any offering or any selling
commissions relating thereto. No Limited Partner shall have any preemptive,
preferential or other rights with respect to the issuance or sale of any
additional Units, except as described in the applicable Prospectus. No Limited
Partner shall have the right to consent to the admission of any additional
Limited Partner. There is no maximum aggregate amount of contributions which may
be received by the Partnership.

                                      A-6
All Units subscribed for shall be issued subject to the collection of good
funds. If, at any time, good funds representing payment for Units are not made
available to the Partnership because a subscriber has provided bad funds in the
form of a bad check or draft or otherwise to Morgan Stanley DW, MS & Co., or
another Selling Agent which, in turn, has deposited the subscription amount with
the escrow agent, the Partnership shall cancel the Units issued to such
subscriber represented by such bad funds, and the subscriber's name shall be
removed as a Limited Partner from the books and records of the Partnership. Any
losses or profits sustained by the Partnership in connection with its Futures
Interests trading allocable to such cancelled Units shall be deemed a decrease
or increase in Net Assets and allocated among the remaining Partners as
described in Section 7. Each Limited Partner agrees to reimburse the Partnership
for any expense or loss (including any trading loss) incurred in connection with
the issuance and cancellation of any such Units issued to such Limited Partner.

7.  ALLOCATION OF PROFITS AND LOSSES; ACCOUNTING; OTHER MATTERS.

     (a) CAPITAL ACCOUNTS. A capital account shall be established for each
Partner. The initial balance of each Partner's capital account shall be the
amount of a Partner's initial capital contribution to the Partnership.

     (b) MONTHLY ALLOCATIONS. As of the close of business (as determined by the
General Partner) on the last day of each calendar month ("Determination Date")
during each fiscal year of the Partnership, the following determinations and
allocations shall be made:

            (1) The Net Assets of the Partnership, before accrual of any monthly
       management fee and any incentive fee shall be determined.

            (2) The accrued monthly management fee shall then be charged against
       Net Assets.

            (3) The accrued incentive fee, if any, shall then be charged against
       Net Assets.

            (4) Any increase or decrease in Net Assets (after the adjustments in
       subparagraphs (2) and (3) above), over those of the immediately preceding
       Determination Date (or, in the case of the first Determination Date, the
       Initial Closing), shall then be credited or charged to the capital
       accounts of each Partner in the ratio that the balance of each account
       bears to the balance of all accounts.

            (5) The amount of any distribution to a Partner, any amount paid to
       a Partner on redemption of Units, any amount deemed received by a Partner
       on a Series Exchange of Units pursuant to Section 10(c) hereof, and any
       amount paid to the General Partner upon withdrawal of its interest in the
       Partnership shall be charged to that Partner's capital account.

     (c) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of
the end of each fiscal year of the Partnership, the Partnership's recognized
profit or loss shall be allocated among the Partners pursuant to the following
subparagraphs for federal income tax purposes. Such allocations of profit and
loss will be pro rata from net capital gain or loss and net operating income or
loss realized by the Partnership. For United States federal income tax purposes,
a distinction will be made between net short-term gain or loss and net long-term
gain or loss.

            (1) Items of ordinary income (such as interest or credits in lieu of
       interest) and expense (such as the management fees, incentive fees,
       brokerage fees and extraordinary expenses) shall be allocated pro rata
       among the Partners based on their respective capital accounts (exclusive
       of these items of ordinary income or expense) as of the end of each month
       in which the items of ordinary income or expense accrued.

            (2) Net recognized gain or loss from the Partnership's trading
       activities shall be allocated as follows (with any allocation of
       recognized gain or loss consisting of pro rata shares of capital or
       ordinary gain or loss):

                   (aa) For the purpose of allocating the Partnership's net
              recognized gain or loss among the Partners, there shall be
              established an allocation account with respect

                                      A-7
to each outstanding Unit. The initial balance of each allocation
              account shall be the amount paid by the Partner to the Partnership
              for the Unit. Allocation accounts shall be adjusted as of the end
              of each fiscal year and as of the date a Partner completely
              redeems his Units as follows:

                          (i) Each allocation account shall be increased by the
                     amount of income allocated to the holder of the Unit
                     pursuant to subparagraph (c)(1) above and subparagraph
                     (c)(2)(cc) below.

                          (ii) Each allocation account shall be decreased by the
                     amount of expense or loss allocated to the holder of the
                     Unit pursuant to subparagraph (c)(1) above and subparagraph
                     (c)(2)(ee) below and by the amount of any distribution the
                     holder of the Unit has received with respect to the Unit
                     (other than on redemption of the Unit).

                          (iii) When a Unit is redeemed or exchanged in a Series
                     Exchange, the allocation account with respect to such Unit
                     shall be eliminated.

                   (bb) Net recognized gain shall be allocated first to each
              Partner who has partially redeemed his Units or exchanged less
              than all his Units in a Series Exchange during the fiscal year up
              to the excess, if any, of the amount received upon redemption of
              the Units or the amount deemed received on the Series Exchange of
              the Units over the allocation account attributable to the redeemed
              Units or the Units exchanged in the Series Exchange.

                   (cc) Net recognized gain remaining after the allocation
              thereof pursuant to subparagraph (c)(2)(bb) above shall be
              allocated next among all Partners whose capital accounts are in
              excess of their Units' allocation accounts (after the adjustments
              in subparagraph (c)(2)(bb) above) in the ratio that each such
              Partner's excess bears to all such Partners' excesses. In the
              event that gain to be allocated pursuant to this subparagraph
              (c)(2)(cc) is greater than the excess of all such Partners'
              capital accounts over all such allocation accounts, the excess
              will be allocated among all Partners in the ratio that each
              Partner's capital account bears to all Partners' capital accounts.

                   (dd) Net recognized loss shall be allocated first to each
              Partner who has partially redeemed his Units or exchanged less
              than all his Units in a Series Exchange during the fiscal year up
              to the excess, if any, of the allocation account attributable to
              the redeemed Units or the Units exchanged in the Series Exchange
              over the amount received upon redemption of the Units or the
              amount deemed received on the Series Exchange of the Units.

                   (ee) Net recognized loss remaining after the allocation
              thereof pursuant to subparagraph (c)(2)(dd) above shall be
              allocated next among all Partners whose Units' allocation accounts
              are in excess of their capital accounts (after the adjustments in
              subparagraph (c)(2)(dd) above) in the ratio that each such
              Partner's excess bears to all such Partners' excesses. In the
              event that loss to be allocated pursuant to this subparagraph
              (c)(2)(ee) is greater than the excess of all such allocation
              accounts over all such Partners' capital accounts, the excess loss
              will be allocated among all Partners in the ratio that each
              Partner's capital account bears to all Partners' capital accounts.

            (3) The tax allocations prescribed by this Section 7(c) shall be
       made to each holder of a Unit whether or not the holder is a substituted
       Limited Partner. In the event that a Unit has been transferred or
       assigned pursuant to Section 10(a), the allocations prescribed by this
       Section 7(c) shall be made with respect to such Unit without regard to
       the transfer or assignment, except that in the year of transfer or
       assignment the allocations prescribed by this Section 7(c) shall be
       divided between the transferor or assignor and the transferee or assignee
       based on the number of months each held the transferred or assigned Unit.
       For

                                      A-8
purposes of this Section 7(c), tax allocations shall be made to the
       General Partner's Units of General Partnership Interest on a
       Unit-equivalent basis.

            (4) The allocation of profit and loss for federal income tax
       purposes set forth herein is intended to allocate taxable profits and
       loss among Partners generally in the ratio and to the extent that net
       profit and net loss are allocated to such Partners under Section 7(b)
       hereof so as to eliminate, to the extent possible, any disparity between
       a Partner's capital account and his allocation account with respect to
       each Unit then outstanding, consistent with the principles set forth in
       Section 704(c) of the Internal Revenue Code of 1986, as amended (the
       "Code").

            (d) DEFINITIONS; ACCOUNTING.

            (1) NET ASSETS. The Partnership's "Net Assets" shall mean the total
       assets of the Partnership (including, but not limited to, all cash and
       cash equivalents (valued at cost), accrued interest and amortization of
       original issue discount, and the market value of all open Futures
       Interests positions and other assets of the Partnership), less the total
       liabilities of the Partnership (including, but not limited to, one-half
       of the brokerage commissions that would be payable with respect to the
       closing of each of the Partnership's open Futures Interests positions (if
       charged on a "roundturn" basis), or brokerage fees (if charged on a "flat
       rate" basis), management fees, incentive fees, ordinary administrative
       expenses, Transaction Fees and Costs, if any, and extraordinary
       expenses), determined in accordance with generally accepted accounting
       principles consistently applied under the accrual basis of accounting.
       Unless generally accepted accounting principles require otherwise, the
       market value of a Futures Interest traded on a United States exchange
       shall be determined using the settlement price on the exchange on which
       the particular Futures Interest was traded by the Partnership on the day
       with respect to which Net Assets are being determined; provided, however,
       that if a Futures Interest could not have been liquidated on such day due
       to the operation of daily limits or other rules of the exchange upon
       which that Futures Interest shall be traded or otherwise, the settlement
       price on the first subsequent day on which the Futures Interest could
       have been liquidated shall be the market value of such Futures Interest
       for such day. The market value of a forward contract or a Futures
       Interest traded on a foreign exchange or off an exchange shall mean its
       market value as determined by the General Partner on a basis consistently
       applied for each different variety of forward contract or Futures
       Interest.

            (2) NET ASSET VALUE. The "Net Asset Value" of a Unit shall mean the
       Net Assets allocated to capital accounts represented by Units divided by
       the aggregate number of Units.

     (e) EXPENSES AND LIMITATIONS THEREOF. Morgan Stanley DW shall pay all of
the organizational, Initial Offering and continuing offering expenses of the
Partnership (including, but not limited to, legal, accounting, and auditing
fees, printing costs, filing fees, escrow fees, marketing costs and expenses,
and other related expenses), and shall not be reimbursed therefor. Any such
offering expenses in connection with a subsequent offering of Units shall not be
paid by the Partnership.

     Subject to the limits set forth below, and except to the extent that Morgan
Stanley DW or an affiliate has agreed to pay any such fees, costs, or expenses
as provided in the Prospectus, the Partnership shall pay its operational
expenses. The General Partner shall not be reimbursed by the Partnership for any
costs incurred by it relating to office space, equipment, and staff necessary
for Partnership operations and administration of redemptions and Series
Exchanges of Units. The Partnership will be obligated to pay any extraordinary
expenses (determined in accordance with generally accepted accounting
principles) it may incur.

     The Partnership's assets held by any Commodity Broker, as provided in
Section 7(i), may be used as margin solely for the Partnership's trading. The
Partnership shall bear all commodity brokerage fees and commissions and, except
as otherwise set forth herein or described in the Prospectus, shall be obligated
to pay all liabilities incurred by it, including, without limitation, all

                                      A-9
fees and expenses incurred in connection with its trading activities (including,
but not limited to, floor brokerage fees, exchange fees, clearinghouse fees, NFA
fees, "give up" fees, any third party clearing costs incurred by a Commodity
Broker, costs associated with the taking of delivery of Futures Interests, fees
for the execution of forward contract transactions, and fees for the execution
of cash transactions relating to the exchange of futures for physical
transactions (collectively, "Transaction Fees and Costs")), and management and
incentive fees payable to any Trading Advisor. Appropriate reserves may be
created, accrued, and charged against Net Assets for contingent liabilities, if
any, as of the date any such contingent liability becomes known to the General
Partner. Such reserves shall reduce the Net Asset Value of interests in the
Partnership for all purposes, including redemptions and Series Exchanges.

     The following special limits shall apply to the Partnership's fees and
expenses, in accordance with Section IV.C of the NASAA Guidelines: (a) the
aggregate of (i) the management fees payable by the Partnership to the Trading
Advisor(s), and (ii) the Partnership's customary and routine administrative
expenses (other than commodity brokerage commissions or fees, Transaction Fees
and Costs, incentive fees, legal and auditing fees and expenses, and
extraordinary expenses), if such expenses are being paid directly by the
Partnership, shall not exceed 1/2 of 1% of the Partnership's Net Assets per
month, or 6% of the Partnership's Net Assets annually; (b) the incentive fees
payable by the Partnership to any Trading Advisor shall not exceed 15% of the
Partnership's "Trading Profits" (as defined in the Prospectus) attributable to
such Trading Advisor for the applicable calculation period [CHARTER MSFCM ONLY:
which shall be quarterly with regard to any portion of the Partnership's Net
Assets which are traded by a Trading Advisor which is an Affiliate of the
General Partner, Morgan Stanley DW or any other Commodity Broker, unless the
NASAA Guidelines are amended to permit use of a different calculation period for
such a Trading Advisor], provided that such incentive fees may be increased by
2% for each 1% by which the aggregate fees and expenses described in clause (a)
of this sentence are below the 6% of Net Assets annual limit thereon (e.g., if
such fees and expenses are 4% of Net Assets, the maximum incentive fee payable
may be increased to 19%); (c) any "roundturn" brokerage commissions (excluding
Transaction Fees and Costs) payable by the Partnership to any Commodity Broker
shall not exceed 80% of such Commodity Broker's published non-member rates for
speculative accounts; and (d) the aggregate of (i) the brokerage commissions or
fees payable by the Partnership to any Commodity Broker, (ii) any Transaction
Fees and Costs separately payable by the Partnership, and (iii) any net excess
interest and compensating balance benefits to any Commodity Broker (after
crediting the Partnership with interest), shall not exceed 14% annually of the
Partnership's average monthly Net Assets as of the last day of each month during
each calendar year. The General Partner or an Affiliate thereof shall pay and
shall not be reimbursed for any fees and expenses in excess of any such limits.

     (f) LIMITED LIABILITY OF LIMITED PARTNERS. Each Unit, when purchased by a
Limited Partner in accordance with the terms of this Agreement, shall be fully
paid and nonassessable. No Limited Partner shall be liable for the Partnership's
obligations in excess of such Partner's unredeemed capital contribution,
undistributed profits, if any, and any distributions and amounts received upon
redemption of Units or deemed received on a Series Exchange of Units, together
with interest thereon. The Partnership shall not make a claim against a Limited
Partner with respect to amounts distributed to such Partner or amounts received
by such Partner upon redemption of Units or deemed received upon a Series
Exchange of Units, unless the Net Assets of the Partnership (which shall not
include any right of contribution from the General Partner except to the extent
previously made by it pursuant to this Agreement) shall be insufficient to
discharge the liabilities of the Partnership which shall have arisen prior to
the payment of such amounts.

     (g) RETURN OF LIMITED PARTNER'S CAPITAL CONTRIBUTION. Except to the extent
that a Limited Partner shall have the right to withdraw capital through
redemption or Series Exchange of Units in accordance with Section 10(b) or (c),
no Limited Partner shall have any right to demand the return of his capital
contribution or any profits added thereto, except upon termination and
dissolution of the Partnership. In no event shall a Limited Partner be entitled
to demand or receive from the Partnership property other than cash.

                                      A-10
(h) DISTRIBUTIONS. The General Partner shall have sole discretion in
determining what distributions (other than on redemption or Series Exchange of
Units), if any, the Partnership shall make to its Partners. If made, all
distributions shall be pro rata in accordance with the respective capital
accounts of the Partners and may be made by credit to a Limited Partner's
account with Morgan Stanley DW or by check if such account is closed.

     (i) INTEREST ON ASSETS. The Partnership shall deposit all of its assets
with such Commodity Broker(s) as the Partnership shall utilize from time to
time, and such assets shall be used by the Partnership to engage in Futures
Interests trading. Unless provided otherwise in the Prospectus, such assets will
be invested in securities permitted by the CFTC for investment of customer funds
or held in non-interest-bearing accounts, and such Commodity Broker(s) will
credit the Partnership at month-end with interest income as set forth in the
Prospectus or as otherwise set forth in a notice to Limited Partners. [CHARTER
MSFCM ONLY: If the Partnership invests in securities permitted by the CFTC for
investment of customer funds, the Partnership will receive the interest on such
securities.]

8.  MANAGEMENT AND TRADING POLICIES.

     (a) MANAGEMENT OF THE PARTNERSHIP. Except as may be otherwise specifically
provided herein, the General Partner, to the exclusion of all Limited Partners,
shall conduct and manage the business of the Partnership, including, without
limitation, the investment of the funds of the Partnership. No Limited Partner
shall have the power to represent, act for, sign for, or bind the General
Partner or the Partnership. Except as provided herein, no Partner shall be
entitled to any salary, draw, or other compensation from the Partnership. Each
Limited Partner hereby undertakes to furnish to the General Partner such
additional information as may be determined by the General Partner to be
required or appropriate for the Partnership to open and maintain an account or
accounts with the Partnership's Commodity Broker(s) for the purpose of trading
in Futures Interests.

     The General Partner shall be under a fiduciary duty to conduct the affairs
of the Partnership in the best interests of the Partnership. The Limited
Partners will under no circumstances be permitted to contract away, or be deemed
to have contracted away, the fiduciary obligations owed them by the General
Partner under statutory or common law. The General Partner shall have fiduciary
responsibility for the safekeeping of all of the funds and assets of the
Partnership, whether or not in its immediate possession or control, and the
General Partner shall not employ, or permit another to employ, such funds or
assets in any manner except for the benefit of the Partnership.

     (b) THE GENERAL PARTNER. The General Partner, on behalf of the Partnership,
shall retain one or more Trading Advisors to make all trading decisions for the
Partnership, and shall delegate complete trading discretion to such Trading
Advisor(s); provided, however, that the General Partner may override any trading
instructions: (i) that the General Partner, in its sole discretion, determines
to be in violation of any trading policy of the Partnership, as set forth in
subsection (c) below; (ii) to the extent the General Partner believes doing so
is necessary for the protection of the Partnership; (iii) to terminate the
Futures Interests trading of the Partnership; (iv) to comply with applicable
laws or regulations; or (v) as and to the extent necessary, upon the failure of
a Trading Advisor to comply with a request to make the necessary amount of funds
available to the Partnership within five days of such request, to fund
distributions, redemptions, or reapportionments among Trading Advisors or to pay
the expenses of the Partnership; and provided, further, that the General Partner
may make trading decisions at any time at which a Trading Advisor shall become
incapacitated or some other emergency shall arise as a result of which such
Trading Advisor shall be unable or unwilling to act and a successor Trading
Advisor has not yet been retained.

     The Partnership shall not enter into any agreement with the General
Partner, Morgan Stanley DW, MS & Co., MSDW, or their respective Affiliates
(other than a selling agreement as contemplated by Section 6) which has a term
of more than one year and which does not provide

                                      A-11
that it shall be terminable by the Partnership without penalty upon 60 days'
prior written notice by the Partnership; provided, however, that any such
agreement may provide for automatic renewal for additional one-year terms unless
either the Partnership or the other party to such agreement, upon written notice
given not less than 60 days prior to the original termination date or any
extended termination date, notifies the other party of its intention not to
renew.

     Subject to the foregoing paragraph, the General Partner is hereby
authorized, on behalf of the Partnership, to enter into the form of management
agreement described in the Prospectus (each, a "Management Agreement") with each
Trading Advisor described in the Prospectus, and to cause the Partnership to pay
to each such Trading Advisor the management and incentive fees provided for in
the applicable Management Agreement, as described in the Prospectus.

     The General Partner is further authorized: (a) to modify (including
changing the form and amount of compensation and other arrangements and terms)
or terminate any Management Agreement in its sole discretion in accordance with
the terms of such Management Agreement and to employ from time to time other
Trading Advisors pursuant to management agreements having such terms and
conditions and providing for such form and amount of compensation as the General
Partner in its sole discretion shall deem to be in the best interests of the
Partnership, which terms may include provision for the payment of an incentive
fee to a new or replacement Trading Advisor or Advisors which shall be based on
any trading profits which shall be earned by such Trading Advisor(s),
irrespective of whether such profits shall exceed trading losses incurred by any
previous or existing Trading Advisor or Advisors or by the Partnership as a
whole; (b) to enter into the Customer Agreements described in the Prospectus
(each, a "Customer Agreement") with the Commodity Brokers described in the
Prospectus, and to cause the Partnership to pay to such Commodity Brokers
brokerage fees or commissions and Transaction Fees and Costs at the rates
provided for in the Customer Agreements and as described in the Prospectus; and
(c) to modify (including changing the form and amount of compensation and other
arrangements and terms) and terminate any Customer Agreement in its sole
discretion in accordance with the terms of such agreement and to employ from
time to time other Commodity Brokers pursuant to customer agreements having such
terms and conditions and providing for such form and amount of compensation as
the General Partner in its sole discretion shall deem to be in the best
interests of the Partnership, provided, however, that the General Partner shall
review at least annually the brokerage arrangements with the Partnership to
ensure that the brokerage fees or commissions paid to any Commodity Broker are
fair, reasonable, and competitive, and represent the best price and services
available, taking into consideration: (i) the size of the Partnership; (ii) the
Futures Interests trading activity; (iii) the services provided by the Commodity
Broker or any Affiliate thereof to the Partnership; (iv) the costs incurred by
the Commodity Broker or any Affiliate thereof in organizing and operating the
Partnership and offering Units; (v) the overall costs to the Partnership; (vi)
any excess interest and compensating balance benefits to the Commodity Broker
from assets held thereby; and (vii) if the General Partner is an Affiliate of
the Commodity Broker, the risks incurred by and the obligations of the General
Partner as such. Any modifications to any of the foregoing compensation
arrangements shall be subject to the limits described in the fourth paragraph of
Section 7(e) and the notice requirements of Section 9.

     The General Partner may subdivide or combine Units in its discretion,
provided that no such subdivision or combination shall affect the Net Asset
Value of any Limited Partner's interest in the Partnership.

     (c) GENERAL TRADING POLICIES. The General Partner shall require any Trading
Advisor retained by the Partnership to follow the trading policies set forth
below. The following trading policies are applicable to the Partnership as a
whole and do not apply to the trading of any individual Trading Advisor.

            1. The Trading Advisor will trade only in those Futures Interests
       that have been approved by the General Partner. The Partnership normally
       will not establish new positions in a Futures Interest for any one
       contract month or option if such additional positions would result in a
       net long or short position for that Futures Interest requiring as

                                      A-12
margin or premium more than 15% of the Partnership's Net Assets. [CHARTER
       MSFCM ONLY: In addition, the Partnership will, except under extraordinary
       circumstances, maintain positions in Futures Interests in at least two
       market segments (i.e., agricultural items, industrial items (including
       energies), metals, currencies, and financial instruments (including
       stock, financial, and economic indexes)) at any one time.]

            2. The Partnership will not acquire additional positions in any
       Futures Interest if such additional positions would result in the
       aggregate net long or short positions for all Futures Interests requiring
       as margin or premium for all outstanding positions more than 66 2/3% of
       the Partnership's Net Assets. Under certain market conditions, such as an
       abrupt increase in margins required by a commodity exchange or its
       clearinghouse or an inability to liquidate open positions because of
       daily price fluctuation limits, or both, the Partnership may be required
       to commit as margin amounts in excess of the foregoing limit. In such
       event, the Trading Advisor will reduce its open positions to comply with
       the foregoing limit before initiating new positions.

            3. The Partnership will trade currencies and other commodities in
       the interbank and forward contract markets only with banks, brokers,
       dealers, and other financial institutions which the General Partner, in
       conjunction with Morgan Stanley DW, has determined to be creditworthy. In
       determining the creditworthiness of a counterparty to a forward contract,
       the General Partner and Morgan Stanley DW will consult with the Corporate
       Credit Department of Morgan Stanley DW.

            4. The Trading Advisor will not generally take a position after the
       first notice day in any Futures Interest during the delivery month of
       that Futures Interest, except to match trades to close out a position on
       the interbank foreign currency or other forward markets or liquidate
       trades in a limit market.

            5. The Partnership will not employ the trading technique commonly
       known as "pyramiding," in which the speculator uses unrealized profits on
       existing positions in a given Futures Interest due to favorable price
       movement as margin specifically to buy or sell additional positions in
       the same or a related Futures Interest. Taking into account the
       Partnership's open trade equity on existing positions in determining
       generally whether to acquire additional Futures Interest positions on
       behalf of the Partnership will not be considered to constitute
       "pyramiding."

            6. The Partnership will not under any circumstances lend money to
       Affiliates or otherwise. The Partnership will not utilize borrowings
       except if the Partnership purchases or takes delivery of commodities. If
       the Partnership borrows money from the General Partner or any Affiliate
       thereof, the lending entity in such case (the "Lender") may not receive
       interest in excess of its interest costs, nor may the Lender receive
       interest in excess of the amounts which would be charged the Partnership
       (without reference to the General Partner's financial abilities or
       guarantees) by unrelated banks on comparable loans for the same purpose,
       nor may the Lender or any Affiliate thereof receive any points or other
       financing charges or fees regardless of the amount. Use of lines of
       credit in connection with its forward trading does not, however,
       constitute borrowing for purposes of this trading limitation.

            7. The Partnership will not permit "churning" of the Partnership's
       assets.

            8. The Partnership will not purchase, sell, or trade securities
       (except securities permitted by the CFTC for investment of customer
       funds). The Partnership may, however, trade in futures contracts on
       securities and securities indexes, options on such futures contracts, and
       other commodity options.

     (d) CHANGES TO TRADING POLICIES. The General Partner shall not make any
material change in the trading policies in Section 8(c) without obtaining prior
written approval of Limited Partners owning more than 50% of the Units then
outstanding.

                                      A-13
(e) MISCELLANEOUS. The General Partner may take such other actions as it
deems necessary or desirable to manage the business of the Partnership,
including, but not limited to, the following: opening bank accounts and paying
or authorizing the payment of distributions to the Partners and the expenses of
the Partnership, such as brokerage fees and commissions, management and
incentive fees, ordinary and extraordinary expenses, and Transaction Fees and
Costs.

     The General Partner shall prepare or cause to be prepared and shall file on
or before the due date (or any extension thereof) any federal, state, or local
tax returns which shall be required to be filed by the Partnership. The General
Partner shall cause the Partnership to pay any taxes payable by the Partnership;
provided, however, that the General Partner shall not be required to cause the
Partnership to pay any tax so long as the General Partner or the Partnership
shall be in good faith and by appropriate legal proceedings contesting the
validity, applicability, or amount thereof and such contest shall not materially
endanger any right or interest of the Partnership.

     The General Partner shall be authorized to perform all duties imposed by
Sections 6221 through 6233 of the Code on the General Partner as "tax matters
partner" of the Partnership, including, but not limited to, the following: (a)
the power to conduct all audits and other administrative proceedings with
respect to Partnership tax items; (b) the power to extend the statute of
limitations for all Limited Partners with respect to Partnership tax items; (c)
the power to file a petition with an appropriate federal court for review of a
final Partnership administrative adjustment; and (d) the power to enter into a
settlement with the Internal Revenue Service on behalf of, and binding upon,
those Limited Partners having less than a 1% interest in the Partnership, unless
a Limited Partner shall have notified the Internal Revenue Service and the
General Partner that the General Partner may not act on such Partner's behalf.

     If the Partnership is required to withhold United States taxes on income
with respect to Units held by Limited Partners who are nonresident alien
individuals, foreign corporations, foreign partnerships, foreign trusts, or
foreign estates, the General Partner may, but is not required to, pay such tax
out of its own funds and then be reimbursed out of the proceeds of any
distribution or redemption with respect to such Units.

     The General Partner shall keep at the principal office of the Partnership
such books and records relating to the business of the Partnership as it deems
necessary or advisable, as are required by the Commodity Exchange Act, as
amended (the "CEAct"), and the CFTC's rules and regulations thereunder, or as
shall be required by other regulatory bodies, exchanges, boards, and authorities
having jurisdiction. Such books and records shall be retained by the Partnership
for not less than five years.

     The Partnership's books and records shall be available to Limited Partners
or their authorized attorneys or agents for inspection and copying during normal
business hours of the Partnership and, upon request, the General Partner shall
send copies of same to any Limited Partner upon payment by him of reasonable
reproduction and distribution costs. Any subscription documentation executed by
a Limited Partner in connection with his purchase of Units, Series Exchange or
Non-Series Exchange, as applicable, shall be retained by the Partnership for not
less than six years.

     Except as described herein or in the Prospectus, no person may receive,
directly or indirectly, any advisory, management, or incentive fee for
investment advice who shares or participates in per trade commodity brokerage
commissions paid by the Partnership. No Commodity Broker for the Partnership may
pay, directly or indirectly, rebates or "give-ups" to the General Partner or any
Trading Advisor, and such prohibitions may not be circumvented by any reciprocal
business arrangements. Assets of the Partnership shall not be commingled with
assets of any other person. Margin deposits and deposits of assets with a
Commodity Broker shall not constitute commingling.

     The General Partner shall devote such time and resources to the
Partnership's business and affairs as it, in its sole discretion, shall deem
necessary or advisable to effectively manage the Partnership. Subject to Section
5, the General Partner may engage in other business activities and

                                      A-14
shall not be required to refrain from any other activity or disgorge any profits
from any such activity, whether as general partner of additional partnerships
formed for investment in Futures Interests or otherwise. The General Partner may
engage and compensate, on behalf and from funds of the Partnership, such
persons, firms, or corporations, including any Affiliate of the General Partner,
as the General Partner in its sole judgment shall deem advisable for the conduct
and operation of the business of the Partnership; provided, however, that,
except as described herein and in the Prospectus, the General Partner shall not
engage any such Affiliate to perform services for the Partnership without having
made a good faith determination that: (i) the Affiliate which it proposes to
engage to perform such services is qualified to do so (considering the prior
experience of the Affiliate or the individuals employed thereby); (ii) the terms
and conditions of the agreement pursuant to which such Affiliate is to perform
services for the Partnership are no less favorable to the Partnership than could
be obtained from equally-qualified unaffiliated third parties, or are otherwise
determined by the General Partner to be fair and reasonable to the Partnership
and the Limited Partners; and (iii) the maximum period covered by the agreement
pursuant to which such Affiliate is to perform services for the Partnership
shall not exceed one year, and such agreement shall be terminable without
penalty upon 60 days' prior written notice by the Partnership. Nothing contained
in the preceding sentence shall prohibit the General Partner from receiving
reimbursement from the Partnership for expenses advanced on behalf of the
Partnership (other than organizational and offering expenses).

     No person dealing with the General Partner shall be required to determine
its authority to make any undertaking on behalf of the Partnership or to
determine any fact or circumstance bearing upon the existence of its authority.

9.  AUDITS; REPORTS TO LIMITED PARTNERS.

     The Partnership's books shall be audited annually by an independent
certified public accounting firm selected by the General Partner in its sole
discretion. The Partnership shall cause each Partner to receive: (a) within 90
days after the close of each fiscal year an annual report containing audited
financial statements (including a statement of income and a statement of
financial condition) of the Partnership for the fiscal year then ended, prepared
in accordance with generally accepted accounting principles and accompanied by a
report of the accounting firm which audited such statements, and such other
information as the CFTC and NFA may from time to time require (such annual
reports will provide a detailed statement of any transactions with the General
Partner or its Affiliates and of fees, commissions and any compensation paid or
accrued to the General Partner or its Affiliates for the fiscal year completed,
showing the amount paid or accrued to each recipient and the services
performed); (b) within 75 days after the close of each fiscal year (but in no
event later than March 15 of each year) such tax information relating to the
Partnership as is necessary for such Partner to complete his federal income tax
return; (c) within 30 days after the close of each calendar month, such
financial and other information with respect to the Partnership as the CFTC and
NFA from time to time shall require in monthly reports, together with
information concerning any material change in the brokerage commissions and fees
payable by the Partnership to any Commodity Broker; and (d) at such times as
shall be necessary or advisable in the General Partner's sole discretion, such
other information as the CFTC and NFA from time to time shall require under the
CEAct to be given to participants in commodity pools.

     In addition, if any of the following events occurs, notice of such event,
including a description of the redemption and voting rights of Limited Partners,
as set forth in Sections 10(b) and 15, shall be mailed to each Limited Partner
within seven business days after the occurrence of such event: (a) a decrease in
the Net Asset Value of a Unit as of the close of business on any business day to
50% or less of the Net Asset Value for such Unit as of the end of the
immediately preceding month; (b) any material amendment to this Agreement; (c)
any change in Trading Advisors or any material change in the Management
Agreement with a Trading Advisor; (d) any change in Commodity Brokers or any
material change in the compensation arrangements with a Commodity Broker; (e)
any change in general partners or any material change in the compensation

                                      A-15
arrangements with a general partner; (f) any change in the Partnership's fiscal
year; (g) any material change in the Partnership's trading policies; or (h)
cessation of Futures Interests trading by the Partnership. In the case of a
notice given in accordance with clause (a) of the immediately preceding
sentence: (i) such notice shall also advise Limited Partners that a "Special
Redemption Date," on a date specified in such notice (but in no event earlier
than 15, nor later than 45, days after the mailing of such notice), will take
place as of which Limited Partners may redeem their Units in the same manner as
provided in Section 10(b) for regular Redemption Dates (a Special Redemption
Date may take place on a regular Redemption Date); and (ii) following the close
of business on the date of the 50% decrease giving rise to such notice, the
Partnership shall liquidate all existing positions as promptly as reasonably
practicable and shall suspend all Futures Interests trading through the Special
Redemption Date. Thereafter, the General Partner shall determine whether to
reinstitute Futures Interests trading or to terminate the Partnership. As used
herein, "material change in the Partnership's trading policies" shall mean any
material change in those trading policies specified in Section 8(c).

     The Net Asset Value of a Unit shall be determined daily by the General
Partner, and the most recent Net Asset Value calculation shall be promptly
supplied by the General Partner in writing to any Limited Partner after the
General Partner shall have received a written request from such Partner.

     In addition, no increase (subject to the limits in the fourth paragraph of
Section 7(e)) in any of the management, incentive, or brokerage fees payable by
the Partnership, or any caps (other than those described in the fourth paragraph
of Section 7(e)) on management fees, incentive fees, brokerage commissions or
fees, Transaction Fees and Costs, ordinary administrative expenses, or net
excess interest or compensating balance benefits, all as described in the
Prospectus, may take effect until the first business day following a Redemption
Date, provided that: (i) notice of such increase is mailed to each Limited
Partner at least five business days prior to the last date on which a Request
for Redemption must be received by the General Partner with respect to the
applicable Redemption Date; (ii) such notice shall describe the redemption and
voting rights of Limited Partners, as set forth in Sections 10(b) and 15; and
(iii) Limited Partners redeeming Units at the first Redemption Date following
such notice shall not be subject to the redemption charges described in Section
10(b).

     In addition, following each Closing, the General Partner shall send written
notice to any Limited Partner which has acquired of record more than five
percent of the outstanding Units of the Partnership, so that such Limited
Partner may comply with the reporting requirements of Section 13(d) and (g) of
the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
promulgated thereunder.

10.  TRANSFER; REDEMPTION OF UNITS; EXCHANGE PRIVILEGE.

     (a) TRANSFER. A Limited Partner may transfer or assign his Units only as
provided in this Section 10(a). No transferee or assignee shall become a
substituted Limited Partner unless the General Partner first consents to such
transfer or assignment in writing, which consent may not be unreasonably
withheld. Any transfer or assignment of Units which is permitted hereunder shall
be effective as of the end of the month in which such transfer or assignment is
made; provided, however, that the Partnership need not recognize any transfer or
assignment until it has received at least 30 days' prior written notice thereof
from the Limited Partner, which notice shall set forth the address and social
security or taxpayer identification number of the transferee or assignee and the
number of Units to be transferred or assigned, and which notice shall be signed
by the Limited Partner. No transfer or assignment of Units will be effective or
recognized by the Partnership if the transferee or assignee, or the transferor
or assignor (if fewer than all Units held by the transferor or assignor are
being transferred or assigned), would, by reason of such transfer or assignment,
acquire Units which do not meet the minimum initial subscription requirements,
as described in the Prospectus; provided, however, that the foregoing
restriction shall not apply to transfers or assignments of Units (i) by the way
of gift or inheritance, (ii) to any members of the Limited

                                      A-16
Partner's family, (iii) resulting from divorce, annulment, separation or similar
proceedings, or (iv) to any person who would be deemed an Affiliate of the
Limited Partner (for purposes of this clause (iv), the term "Affiliate" also
includes any partnership, corporation, association, or other legal entity for
which such Limited Partner acts as an officer, director or partner). No transfer
or assignment shall be permitted unless the General Partner is satisfied that
(i) such transfer or assignment would not be in violation of the Act or
applicable federal, state, or foreign securities laws, and (ii) notwithstanding
such transfer or assignment, the Partnership shall continue to be classified as
a partnership rather than as an association taxable as a corporation under the
Code. No transfer or assignment of Units shall be effective or recognized by the
Partnership if such transfer or assignment would result in the termination of
the Partnership for federal income tax purposes, and any attempted transfer or
assignment in violation hereof shall be ineffective to transfer or assign any
such Units. Any transferee or assignee of Units who has not been admitted to the
Partnership as a substituted Limited Partner shall not have any of the rights of
a Limited Partner, except that such person shall receive that share of capital
and profits, shall have that right of redemption, and shall remain subject to
the other terms of this Agreement binding upon Limited Partners. No Limited
Partner shall have any right to approve of any person becoming a substituted
Limited Partner. The Limited Partner shall bear all costs (including any
attorneys' and accountants' fees) related to such transfer or assignment of his
Units.

     In the event that the General Partner consents to the admission of a
substituted Limited Partner pursuant to this Section 10(a), the General Partner
is hereby authorized to take such actions as may be necessary to reflect such
substitution of a Limited Partner.

     (b) REDEMPTION. Except as set forth below and in accordance with the terms
hereof, a Limited Partner (or any assignee thereof) may withdraw all or part of
his unredeemed capital contribution and undistributed profits, if any, by
requiring the Partnership to redeem all or part of his Units at the Net Asset
Value thereof, reduced as hereinafter described (any such withdrawal being
herein referred to as a "Redemption"). Redemptions may only be made in whole
Units, with a minimum amount of 100 Units required for each redemption, unless a
Limited Partner is redeeming his entire interest in the Partnership.

     Except as otherwise provided in Section 6, Units may be redeemed at the
option of a Limited Partner as of, but not before, the sixth month-end following
the closing at which the Limited Partner first becomes a Limited Partner of the
Partnership or a limited partner of any other partnership offering Units
pursuant to the Prospectus (all such partnerships shall be defined collectively
as the "Charter Series Partnerships" or individually as a "Charter Series
Partnership"). Thereafter, Units may be redeemed as of the end of any month.
However, any Unit redeemed at or prior to the end of the twelfth or
twenty-fourth full month following the closing at which such Unit was issued
will be assessed a redemption charge equal to 2% or 1%, respectively, of the Net
Asset Value of a Unit on the date of such redemption. The foregoing charges will
be paid to Morgan Stanley DW. A Limited Partner who purchased Units pursuant to
a Non-Series Exchange (as defined in the Prospectus) will not be subject to the
foregoing redemption charges with respect to such Units. The number of Units
(determined on a per closing basis), expressed as a percentage of Units
purchased, which is not subject to a redemption charge is determined by dividing
(a) the dollar amount used in a Non-Series Exchange to purchase Units by (b) the
total investment in the Partnership. Limited Partners who redeem units of
limited partnership interest in a Charter Series Partnership and have either
paid a redemption charge with respect to such units, or have held such units for
at least two years and subsequently purchase Units, will not be subject to
redemption charges on the new Units under the following conditions: (a) the
subscriber must subscribe for new Units prior to the one-year anniversary of the
effective date of the redemption of the units of limited partnership in the
other Charter Series Partnership, (b) the subscriber will not be subject to
redemption charges with respect to the amount of the subscription for the new
Units up to the amount of the proceeds of the redemption (net of any redemption
charges), and (c) the subscriber must hold the newly acquired Units for six
months from the date of purchase before such Units may be redeemed or exchanged
pursuant to a Series Exchange. Such subscribers remain subject to the minimum
purchase and suitability requirements. In addition, redemption

                                      A-17
charges may not be imposed for certain large purchasers of units of limited
partnership interest in the Charter Series Partnerships, as provided in the
Prospectus. A Limited Partner who redeems Units pursuant to a Series Exchange
will not be subject to redemption charges with respect to the redeemed Units.
Units acquired pursuant to a Series Exchange will be deemed as having the same
purchase date as the Units exchanged for purposes of determining the
applicability of any redemption charges. Furthermore, a Limited Partner
redeeming Units at the first Redemption Date following notice of an increase in
certain fees in accordance with the fourth paragraph of Section 9 will not be
subject to the foregoing redemption charges. Redemptions of Units will be deemed
to be in the order in which they are purchased (assuming purchases at more than
one closing), with the Units not subject to a redemption charge being deemed to
be the first Units purchased at a closing.

     Redemption of a Limited Partner's Units shall be effective as of the last
day of the first month ending after an irrevocable Request for Redemption in
proper form shall have been received by the General Partner ("Redemption Date");
provided, that all liabilities, contingent or otherwise, of the Partnership
(except any liability to Partners on account of their capital contributions)
shall have been paid or there shall remain property of the Partnership
sufficient to pay them. As used herein, "Request for Redemption" shall mean a
letter in the form specified by the General Partner and received by the General
Partner by 5:00 p.m. (New York City time) at least five business days prior to
the date on which such Redemption is to be effective. A form of Request for
Redemption is annexed to this Agreement. Additional forms of Request for
Redemption may be obtained by written request to the General Partner.

     Upon Redemption, a Limited Partner (or any assignee thereof) shall receive
from the Partnership for each Unit redeemed an amount equal to the Net Asset
Value thereof as of the Redemption Date, less any redemption charges and any
amount owing by such Partner (and his assignee, if any) to the Partnership
pursuant to Section 14(d). If a Redemption is requested by an assignee, all
amounts owed to the Partnership under Section 14(d) by the Partner to whom such
Unit was sold, as well as all amounts owed by all assignees of such Unit, shall
be deducted from the Net Asset Value of such Unit upon Redemption. The General
Partner shall endeavor to pay Redemptions within 10 business days after the
Redemption Date, except that under special circumstances (including, but not
limited to, the inability on the part of the Partnership to liquidate Futures
Interests positions or the default or delay in payments which shall be due the
Partnership from commodity brokers, banks, or other persons), the Partnership
may delay payment to Partners requesting Redemption of Units of the
proportionate part of the Net Asset Value of the Units represented by the sums
which are the subject of such default or delay. Redemptions will be made by
credit to the Limited Partner's customer account with Morgan Stanley DW or by
check mailed to the Limited Partner if such account is closed. The General
Partner may, in its absolute discretion, waive any restrictions or charges
applicable to redemptions.

     The foregoing terms and conditions in this Section 10(b), other than those
in the second paragraph hereof prohibiting redemptions before the sixth
month-end following the closing at which a person first becomes a Limited
Partner, shall also apply to redemptions effected on "Special Redemption Dates"
held in accordance with Section 9.

     The General Partner shall be authorized to execute, file, record, and
publish, on behalf of the Partnership and each Partner, such amendments to this
Agreement and such other documents as shall be necessary or desirable to reflect
any Redemption pursuant to this Section 10(b).

     (c) EXCHANGE PRIVILEGE. Except as set forth below, a Limited Partner (or
any assignee thereof) may redeem his Units effective as of the last business day
of any month and authorize the General Partner to use the net proceeds of such
redemption to purchase units of limited partnership interest of another Charter
Series Partnership (such a transfer between Charter Series Partnerships being
herein referred to as a "Series Exchange"). Series Exchanges shall only be
permitted by a Limited Partner beginning as of, but not before, the sixth
month-end following the closing at which a Limited Partner first became a
limited partner of a Charter Series Partnership. The

                                      A-18
minimum amount of any Series Exchange is 500 Units, unless a Limited Partner is
liquidating his entire interest in the other Charter Series Partnership;
provided, however, that the minimum amount of a Series Exchange for Limited
Partners that already own Units in the Charter Series Partnership being
purchased and desire to make an additional investment in such Partnership is 100
Units.

     A Series Exchange shall be effective as of the last business day of the
month ending after an Exchange Agreement and Power of Attorney in proper form
has been received by the General Partner ("Exchange Date"), provided, that the
Partnership has assets sufficient to discharge its liabilities and to redeem
Units on the Exchange Date. As used herein, "Exchange Agreement and Power of
Attorney" shall mean the form annexed to the Prospectus as Exhibit B (or such
other form as permitted by the General Partner), sent by a Limited Partner (or
any assignee thereof) to a Morgan Stanley branch office and received by the
General Partner at least 5 business days prior to the Exchange Date. Additional
forms of the Exchange Agreement and Power of Attorney may be obtained by written
request to the General Partner or from a local Morgan Stanley branch office.
Upon requesting a Series Exchange, a Limited Partner shall have authorized the
General Partner to redeem the number of Units specified therein and to utilize
the net proceeds of such redemption to purchase an amount of units of limited
partnership interest of one or more other Charter Series Partnerships as
specified in the Exchange Agreement and Power of Attorney. The General Partner
shall cause the net proceeds of the redemption to be delivered to the Charter
Series Partnership(s) issuing and selling units of limited partnership interest
to the redeeming Limited Partner, and shall cause to be mailed to such Limited
Partner, within 20 business days after such Exchange Date, a written
confirmation thereof.

     As of each Exchange Date, the Partnership shall issue and sell Units with a
total Net Asset Value equal to the net proceeds of redemptions from limited
partners of other Charter Series Partnerships requesting Units on a Series
Exchange, provided, that the General Partner, in its capacity as the general
partner of each of the Charter Series Partnerships, has (i) timely received a
properly executed Exchange Agreement and Power of Attorney verifying that such
units of limited partnership interest in the other Charter Series Partnership(s)
subject to such Series Exchange are owned by the person requesting such Series
Exchange and acknowledging that the limited partner thereof remains eligible to
purchase Units, and (ii) caused the net proceeds from units of limited
partnership interest in the other Charter Series Partnership(s) being redeemed
to be transferred to the Partnership in payment of such Units. Each Unit to be
purchased with the net proceeds of a redemption of units of limited partnership
interest from another Charter Series Partnership shall be issued and sold by the
Partnership at a price per Unit equal to 100% of the Net Asset Value of a Unit
as of the close of business on the relevant Exchange Date.

     Each Limited Partner understands that its ability to effect a Series
Exchange in another Charter Series Partnership is conditioned upon units of
limited partnership interest of other Charter Series Partnerships being
registered and qualified for sale pursuant to a current Prospectus immediately
prior to each Exchange Date. The General Partner shall not have any obligation
to have units of limited partnership interest in other Charter Series
Partnerships registered under federal, state or foreign securities laws, and may
withdraw or terminate such registrations at any time. In the event that not all
Exchange Agreements and Powers of Attorney can be processed because an
insufficient number of units of limited partnership interest are available for
sale on an Exchange Date, the General Partner is hereby authorized to allocate
units of limited partnership interest in any manner which it deems is reasonable
under the circumstances and may allocate a substantial portion of such units of
limited partnership interest to new subscribers for Units.

     The General Partner, on behalf of the Partnership and each Partner, is
authorized to execute, file, record, and publish such amendments to this
Agreement and such other documents as shall be necessary to reflect any Series
Exchange pursuant to this Section 10(c).

                                      A-19
11.  SPECIAL POWER OF ATTORNEY.

     Each Limited Partner, by the execution of this Agreement, does irrevocably
constitute and appoint the General Partner, with full power of substitution, as
his true and lawful agent and attorney-in-fact, in his name, place, and stead,
(a) to execute, acknowledge, swear to, deliver, file, and record in his behalf
in the appropriate public offices and publish: (i) this Agreement and the
Certificate of Limited Partnership and amendments thereto; (ii) all instruments
that the General Partner deems necessary or appropriate to reflect any
amendment, change, or modification of this Agreement or the Certificate of
Limited Partnership made in accordance with the terms of this Agreement; (iii)
certificates of assumed name; and (iv) all instruments that the General Partner
deems necessary or appropriate to qualify or maintain the qualification of the
Partnership to do business as a foreign limited partnership in other
jurisdictions; and (b) to admit additional Limited Partners and, to the extent
that it is necessary under the laws of any jurisdiction, to execute, deliver,
and file amended certificates or agreements of limited partnership or other
instruments to reflect such admission. The Power of Attorney granted herein
shall be irrevocable and deemed to be a power coupled with an interest and shall
survive the incapacity, death, dissolution, liquidation, or termination of a
Limited Partner. Each Limited Partner hereby agrees to be bound by any
representation made by the General Partner and by any successor thereto acting
in good faith pursuant to such Power of Attorney. Each Limited Partner agrees to
execute a special Power of Attorney on a document separate from this Agreement.
In the event of any conflict between this Agreement and any instruments filed by
such attorney-in-fact pursuant to the Power of Attorney granted in this Section
11, this Agreement shall control.

12.  WITHDRAWAL OF PARTNERS.

     The Partnership shall terminate and be dissolved upon the withdrawal,
insolvency, bankruptcy, dissolution, liquidation, or termination of the General
Partner (unless a new general partner(s) is elected pursuant to Section 15(c)
and such remaining general partner(s) shall have elected to continue the
business of the Partnership, which any remaining general partner(s) shall have
the right to do). The General Partner shall not withdraw or assign all of its
interest at any time without giving the Limited Partners 120 days' prior written
notice of its intention to withdraw or assign, and, if the Limited Partners
thereupon elect a new general partner or partners pursuant to Section 15(c)
which elect(s) to continue the business of the Partnership, the withdrawing
General Partner shall pay all reasonable expenses incurred by the Partnership in
connection with such withdrawal. The General Partner shall be paid the Net Asset
Value of its interests in the Partnership as of the date of such withdrawal.

     The death, incompetency, withdrawal, insolvency, bankruptcy, termination,
liquidation, or dissolution of a Limited Partner shall not terminate or dissolve
the Partnership, and such Limited Partner, his estate, custodian, or personal
representative shall have no right to withdraw or value such Limited Partner's
interest in the Partnership except as provided in Section 10. Each Limited
Partner (and any assignee of such Partner's interest) expressly agrees that in
the event of his death, he waives on behalf of himself and his estate and he
directs the legal representative of his estate and any person interested therein
to waive the furnishing of any inventory, accounting, or appraisal of the assets
of the Partnership and any right to an audit or examination of the books of the
Partnership (except to the extent permissible under the sixth paragraph of
Section 8(e)).

13.  NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.

     Subject to Section 14, neither the General Partner, Morgan Stanley DW, nor
any Affiliate thereof shall be personally liable for the return or repayment of
all or any portion of the capital or profits of any Partner (or assignee), it
being expressly agreed that any such return of capital or profits made pursuant
to this Agreement shall be made solely from the assets (which shall not include
any right of contribution from the General Partner) of the Partnership.

                                      A-20
14.  STANDARD OF LIABILITY; INDEMNIFICATION.

     (a) STANDARD OF LIABILITY. The General Partner and its Affiliates shall not
be liable to the Partnership, the Limited Partners, or its or their successors
or assigns, for any act, omission, conduct or activity undertaken by or on
behalf of the Partnership which the General Partner determines, in good faith,
to be in the best interests of the Partnership, unless such act, omission,
conduct, or activity constituted misconduct or negligence.

     (b) INDEMNIFICATION BY THE PARTNERSHIP. The Partnership shall indemnify,
defend, and hold harmless the General Partner and its Affiliates from and
against any loss, liability, damage, cost, or expense (including attorneys' and
accountants' fees and expenses incurred in defense of any demands, claims, or
lawsuits) actually and reasonably incurred arising from any act, omission,
activity, or conduct undertaken by or on behalf of the Partnership, including,
without limitation, any demands, claims, or lawsuits initiated by a Limited
Partner (or assignee thereof), provided that (1) the General Partner has
determined, in good faith, that the act, omission, activity, or conduct giving
rise to the claim for indemnification was in the best interests of the
Partnership, and (2) the act, omission, activity, or conduct that was the basis
for such loss, liability, damage, cost, or expense was not the result of
misconduct or negligence. Notwithstanding anything to the contrary contained in
the foregoing, neither the General Partner nor any of its Affiliates nor any
person acting as a broker-dealer shall be indemnified by the Partnership for any
losses, liabilities, or expenses arising from or out of an alleged violation of
federal or state securities laws unless (1) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee, or (2) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular indemnitee, or (3) a court of competent jurisdiction approves
a settlement of the claims against the particular indemnitee and finds that
indemnification of the settlement and related costs should be made, provided,
with regard to such court approval, the indemnitee must apprise the court of the
position of the SEC, and the positions of the respective securities
administrators of Massachusetts, Missouri, Tennessee, and/or those other states
and jurisdictions in which the plaintiffs claim that they were offered or sold
Units, with respect to indemnification for securities laws violations before
seeking court approval for indemnification. Furthermore, in any action or
proceeding brought by a Limited Partner in the right of the Partnership to which
the General Partner or any Affiliate thereof is a party defendant, any such
person shall be indemnified only to the extent and subject to the conditions
specified in the Act and this Section 14(b). The Partnership shall make advances
to the General Partner or its Affiliates hereunder only if: (1) the demand,
claim, lawsuit, or legal action relates to the performance of duties or services
by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal
action is not initiated by a Limited Partner; and (3) such advances are repaid,
with interest at the legal rate under Delaware law, if the person receiving such
advance is ultimately found not to be entitled to indemnification hereunder.

     Nothing contained in this Section 14(b) shall increase the liability of any
Limited Partner to the Partnership beyond the amount of his unredeemed capital
contribution, undistributed profits, if any, and any amounts received on
distributions and redemptions and deemed received on Series Exchanges, together
with interest thereon. All rights to indemnification and payment of attorneys'
and accountants' fees and expenses shall not be affected by the termination of
the Partnership or the withdrawal, insolvency, or dissolution of the General
Partner.

     The Partnership shall not incur the cost of that portion of liability
insurance which insures the General Partner and its Affiliates for any liability
as to which the General Partner and its Affiliates are prohibited from being
indemnified.

     (c) AFFILIATE. As used in this Agreement, the term "Affiliate" of a person
shall mean: (i) any natural person, partnership, corporation, association, or
other legal entity directly or indirectly owning, controlling, or holding with
power to vote 10% or more of the outstanding voting securities of such person;
(ii) any partnership, corporation, association, or other legal entity 10% or
more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote by such person; (iii) any natural person,
partnership, corporation,

                                      A-21
association, or other legal entity directly or indirectly controlling,
controlled by, or under common control with, such person; or (iv) any officer,
director or partner of such person. Notwithstanding the foregoing, solely for
purposes of determining eligibility for indemnification under Section 14(b), the
term "Affiliate" shall include only those persons performing services for the
Partnership.

     (d) INDEMNIFICATION BY PARTNERS. In the event that the Partnership is made
a party to any claim, demand, dispute, or litigation or otherwise incurs any
loss, liability, damage, cost, or expense as a result of, or in connection with,
any Partner's (or assignee's) obligations or liabilities unrelated to the
Partnership's business, such Partner (or assignees cumulatively) shall
indemnify, defend, hold harmless, and reimburse the Partnership for such loss,
liability, damage, cost, and expense to which the Partnership shall become
subject (including attorneys' and accountants' fees and expenses).

15.  AMENDMENTS; MEETINGS.

     (a) AMENDMENTS WITH CONSENT OF THE GENERAL PARTNER. If, at any time during
the term of the Partnership, the General Partner shall deem it necessary or
desirable to amend this Agreement, such amendment shall be effective only if
embodied in an instrument approved by the General Partner and by Limited
Partners owning more than 50% of the Units then outstanding, and if made in
accordance with, and to the extent permissible under, the Act. Any amendment to
this Agreement or actions taken pursuant to this Section 15 that shall have been
approved by the percentage of outstanding Units prescribed above shall be deemed
to have been approved by all Limited Partners. Notwithstanding the foregoing,
the General Partner shall be authorized to amend this Agreement without the
consent of any Limited Partner in order to: (i) change the name of the
Partnership or cause the Partnership to transact business under another name;
(ii) clarify any inaccuracy or any ambiguity, or reconcile any inconsistent
provisions herein; (iii) make any amendment to this Agreement, provided that
such amendment is not adverse to the Limited Partners; (iv) effect the intent of
the allocations proposed herein to the maximum extent possible and to the extent
necessary to comply with the Code or the interpretations thereof affecting such
allocations, as same may be amended from time to time; (v) attempt to ensure
that the Partnership is not taxed as an association taxable as a corporation for
federal income (or relevant state income or franchise) tax purposes; (vi)
qualify or maintain the qualification of the Partnership as a limited
partnership in any jurisdiction; (vii) delete, add or modify any provision of or
to this Agreement required to be deleted, added or modified by the staff of the
SEC, the CFTC, any other federal agency, any state "Blue Sky" official, or other
governmental official, or in order to opt to be governed by any amendment or
successor to the Act, or to comply with applicable law; (viii) [CHARTER GRAHAM,
CHARTER MILLBURN, CHARTER WELTON, AND CHARTER CAMPBELL ONLY: make any
modification to this Agreement to reflect the admission of additional or
substitute general partners and to reflect any modification to the net worth and
minimum investment requirements applicable to the General Partner and any other
general partner, as contemplated by Sections 5 and 6 hereof] [CHARTER MSFCM
ONLY: make any modification to this Agreement to reflect the admission of
additional or substitute general partners and to reflect any modification to the
net worth requirements applicable to the General Partner and any other general
partner, as contemplated by Section 5 hereof; (ix) make any amendment that is
appropriate or necessary, in the opinion of the General Partner, to prevent the
Partnership or the General Partner or its directors, officers or controlling
persons from in any manner being subject to the provisions of the Investment
Company Act of 1940, as amended (the "1940 Act"), the Investment Advisers Act of
1940, as amended (the "Advisers Act"), or "plan asset" regulations adopted under
the Employee Retirement Income Security Act of 1974, as amended; and (x) to make
any amendment that is appropriate or necessary, in the opinion of the General
Partner, to qualify the Partnership under the 1940 Act, and any persons under
the 1940 Act and the Advisers Act, if the General Partner is informed that doing
so is necessary. Any such supplemental or amendatory agreement shall be adhered
to and have the same force and effect from and after its effective date as if
the same had originally been embodied in, and formed a part of, this Agreement;
provided, however, that no

                                      A-22
such supplemental or amendatory agreement shall, without the consent of all
Partners affected thereby, change or alter the provisions of this proviso,
reduce the capital account of any Partner, or modify the percentage of profits,
losses or distributions to which any Partner is entitled.

     (b) MEETINGS. Any Limited Partner or his authorized attorney or agent, upon
written request to the General Partner, delivered either in person or by
certified mail, and upon payment of reasonable duplicating and postage costs,
shall be entitled to obtain from the General Partner by mail a list of the names
and addresses of record of all Limited Partners and the number of Units owned by
each.

     Upon receipt of a written request, signed by Limited Partners owning at
least 10% of the Units then owned by Limited Partners, that a meeting of the
Partnership be called to vote upon any matter upon which all Limited Partners
may vote pursuant to this Agreement, the General Partner, by written notice to
each Limited Partner of record sent by certified mail or delivered in person
within 15 days after such receipt, shall call a meeting of the Partnership. Such
meeting shall be held at least 30 but not more than 60 days after the mailing of
such notice, and such notice shall specify the date, a reasonable place and
time, and the purpose of such meeting.

     (c) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE GENERAL PARTNER. At any
meeting of the Limited Partners, upon the affirmative vote (which may be in
person or by proxy) of Limited Partners owning more than 50% of the Units then
owned by Limited Partners, the following actions may be taken without the
consent of the General Partner: (i) this Agreement may be amended in accordance
with, and only to the extent permissible under, the Act; provided, however, that
no such amendment shall, without the consent of all Partners affected thereby,
change or alter the provisions of this proviso, reduce the capital account of
any Partner, or modify the percentage of profits, losses, or distributions to
which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) the
General Partner may be removed and replaced; (iv) a new general partner or
general partners may be elected if the General Partner terminates or liquidates
or elects to withdraw from the Partnership pursuant to Section 12, or becomes
insolvent, bankrupt, or is dissolved; (v) any contracts with the General Partner
or any of its Affiliates may be terminated without penalty on not less than 60
days' prior written notice; and (vi) the sale of all or substantially all of the
assets of the Partnership may be approved. Notwithstanding the foregoing, no
such action shall adversely affect the status of the Limited Partners as limited
partners under the Act or the classification of the Partnership as a partnership
under the federal income tax laws, and Units owned by the General Partner and
any Affiliate thereof shall not be voted on the matters described in clauses
(iii) and (v) above. Any action which shall have been approved by the percentage
of outstanding Units prescribed above shall be deemed to have been approved by
all Limited Partners.

     (d) ACTION WITHOUT MEETING. Notwithstanding contrary provisions of this
Section 15 covering notices to, meetings of, and voting by Limited Partners, any
action required or permitted to be taken by Limited Partners at a meeting or
otherwise may be taken by Limited Partners without a meeting, without prior
notice, and without a vote if a consent in writing setting forth the action so
taken shall be signed by Limited Partners owning Units having not fewer than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting of Limited Partners at which all outstanding Units shall have been
present and voted. Notice of the taking of action by Limited Partners without a
meeting by less than unanimous written consent of the Limited Partners shall be
given to those Limited Partners who shall not have consented in writing within
seven business days after the occurrence thereof.

     (e) AMENDMENTS TO CERTIFICATE OF LIMITED PARTNERSHIP. If an amendment to
this Agreement shall be made pursuant to this Section 15, the General Partner
shall be authorized to execute, acknowledge, swear to, deliver, file, record,
and publish, on behalf of the Partnership and each Partner, such amendments to
the Certificate of Limited Partnership as shall be necessary or desirable to
reflect such amendment.

                                      A-23
16.  INDEX OF DEFINED TERMS.
DEFINED TERM                                       SECTION
1940 Act....................................       15(a)
Act.........................................       1
Advisers Act................................       15(a)
Affiliate...................................       14(c)
Agreement...................................       Preamble
CEAct.......................................       8(e)
Certificate of Limited Partnership..........       1
CFTC........................................       3
Charter Series Partnership(s)...............       10(b)
Code........................................       7(c)(4)
Commodity Broker............................       6
Customer Agreement..........................       8(b)
Determination Date..........................       7(b)
Exchange Agreement and Power of Attorney....       10(c)
Exchange Date...............................       10(c)
Futures Interests...........................       3
General Partner.............................       Preamble
Initial Closing.............................       6
Initial Offering............................       6
Limited Partners............................       Preamble
Management Agreement........................       8(b)
MS & Co.....................................       6
Morgan Stanley DW...........................       6
NASAA Guidelines............................       5
Net Asset Value.............................       7(d)(2)
Net Assets..................................       7(d)(1)
NFA.........................................       6
Non-Series Exchange.........................       10(b)
Partners....................................       Preamble
Partnership.................................       1
Prospectus..................................       6
Pyramiding..................................       8(c)(5)
Redemption..................................       10(b)
Redemption Date.............................       10(b)
Request for Redemption......................       10(b)
SEC.........................................       5
Selling Agent...............................       6
Series Exchange.............................       10(c)
Special Redemption Date.....................       9
Trading Advisor.............................       6
Trading Profits.............................       7(e)
Transaction Fees and Costs..................       7(e)
Unit(s) of General Partnership Interest.....       6
Unit(s).....................................       6
A-24
17.  GOVERNING LAW.

     THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE, INCLUDING,
SPECIFICALLY, THE ACT (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES);
PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL OR STATE
SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 17.

18.  MISCELLANEOUS.

     (a) PRIORITY AMONG LIMITED PARTNERS. Except as otherwise specifically set
forth in this Agreement, no Limited Partner shall be entitled to any priority or
preference over any other Limited Partner in regard to the affairs of the
Partnership.

     (b) NOTICES. All notices and requests to the General Partner under this
Agreement (other than Requests for Redemption, Series Exchanges, and notices of
assignment or transfer, of Units) shall be in writing and shall be effective
upon personal delivery or, if sent by registered or certified mail, postage
prepaid, addressed to the General Partner at 825 Third Avenue, 8th Floor, New
York, New York 10022 (or such other address as the General Partner shall have
notified the Limited Partners), upon the deposit of such notice in the United
States mail. Requests for Redemption, Series Exchanges, and notices of
assignment or transfer of Units shall be effective upon timely receipt by the
General Partner. Except as otherwise provided herein, all reports and notices
hereunder shall be in writing and shall be sent by first-class mail to the last
known address of the Limited Partner.

     (c) BINDING EFFECT. This Agreement shall inure to the benefit of, and be
binding upon, all of the parties, their successors, assigns as permitted herein,
custodians, estates, heirs, and personal representatives. For purposes of
determining the rights of any Partner or assignee hereunder, the Partnership and
the General Partner may rely upon the Partnership's records as to who are
Partners and assignees, and all Partners and assignees agree that their rights
shall be determined and that they shall be bound thereby, including all rights
that they may have under Section 15.

     (d) CAPTIONS. Captions in no way define, limit, extend, or describe the
scope of this Agreement nor the effect of any of its provisions.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ADDITIONAL LIMITED PARTNERS:                   GENERAL PARTNER:
By: Demeter Management Corporation,
     General Partner, as Authorized Agent
and                                            DEMETER MANAGEMENT
     Attorney-in-Fact                          CORPORATION

By: ........................................   By: ........................................
    President                                  President
A-25
ANNEX A TO LIMITED PARTNERSHIP AGREEMENT
MF Use only:                                   Closing Date:
REQUEST FOR REDEMPTION: MORGAN STANLEY MANAGED FUTURES FUNDS

THIS IRREVOCABLE REQUEST FOR REDEMPTION SHOULD BE DELIVERED TO A LIMITED
PARTNER'S LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE GENERAL
PARTNER (DEMETER MANAGEMENT CORPORATION, HARBORSIDE FINANCIAL CENTER, PLAZA 2,
7TH FLOOR, JERSEY CITY, NJ 07311) AT LEAST 5 BUSINESS DAYS PRIOR TO THE LAST DAY
OF THE MONTH IN WHICH THE REDEMPTION IS TO BE EFFECTIVE. THIS FORM CANNOT BE
FAXED.
, 20
               (DATE)                            (PRINT OR TYPE MORGAN STANLEY DW ACCOUNT NUMBER)
I hereby request redemption (effective as of the next applicable date as of
which redemption is permitted as set forth in the Limited Partnership Agreement
of the Partnership for which redemption is requested, subject to all terms and
conditions set forth therein) of my capital account in an amount equal to the
respective Net Asset Value, as defined in the Limited Partnership Agreement, of
the following Unit(s) of Limited Partnership Interest ("Units"), less any
amounts specified in the Limited Partnership Agreement.

             COMPLETE ONLY ONE SECTION -- A, B, C, OR D -- PER FORM
--------------------------------------------------------------------------------

                                   SECTION A

SPECTRUM SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 50 UNITS, UNLESS
                                   A LIMITED
    PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH PARTNERSHIP.
[DWSF] Spectrum Select                                   Entire Interest                      Units
[DWST] Spectrum Technical                                Entire Interest                      Units
[DWSS] Spectrum Strategic                                Entire Interest                      Units
[DWSB] Spectrum Global Balanced                          Entire Interest                      Units
[DWSX] Spectrum Currency                                 Entire Interest                      Units
[DWSC] Spectrum Commodity                                Entire Interest                      Units
--------------------------------------------------------------------------------

                                   SECTION B

      CORNERSTONE FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
  UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.
[CFCFB] Cornerstone Fund II       Entire Interest              Units         $    ,000
[CFCFC] Cornerstone Fund III      Entire Interest              Units         $    ,000
[CFCFD] Cornerstone Fund IV       Entire Interest              Units         $    ,000
--------------------------------------------------------------------------------

                                   SECTION C

CHARTER SERIES SHALL ONLY REDEEM UNITS IN A MINIMUM AMOUNT OF 100 UNITS, UNLESS
      A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.
[MSCG] Charter Graham             Entire Interest                                Units
[MSCM] Charter Millburn           Entire Interest                                Units
[MSCW] Charter Welton             Entire Interest                                Units
[MSCD] Charter MSFCM              Entire Interest                                Units
[MSCD] Charter Campbell           Entire Interest                                Units
--------------------------------------------------------------------------------

                                   SECTION D

 OTHER MANAGED FUTURES FUNDS SHALL ONLY REDEEM $1,000 INCREMENTS OR WHOLE UNITS
  UNLESS A LIMITED PARTNER IS REDEEMING HIS/HER ENTIRE INTEREST (ALL) IN SUCH
                                  PARTNERSHIP.

MARK ONE FUND ONLY (USE ONE FORM PER FUND):
[CFF] Columbia Futures Fund                 [PGF] Multi-Market Portfolio                  Entire Interest
[DFF] Diversified Futures Fund              [PPF] Principal Plus Fund                               Units
[DFF2] Diversified Futures Fund II          [PSF] Portfolio Strategy Fund                       $    ,000
[DFF3] Diversified Futures Fund III         [WCF] World Currency Fund
[GPP] Global Perspective Portfolio
A-26
ACCOUNT INFORMATION AND SIGNATURES

I understand that I may only redeem Units at such times as are specified in the
Limited Partnership Agreement and that, under certain circumstances described
therein, I may be subject to a redemption charge.

I (either in my individual capacity or as an authorized representative of an
entity, if applicable) hereby represent and warrant that I am the true, lawful
and beneficial owner of Units (or fractions thereof) to which this Request for
Redemption relates, with full power and authority to request redemption. The
Units (or fractions thereof) which are the subject of this request are not
subject to any pledge or otherwise encumbered in any fashion. My signature has
been represented by a member of a registered national securities exchange.

     SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
                      TYPE OR PRINT ALL INFORMATION BELOW

--------------------------------------------------------------------------------

1. ACCOUNT INFORMATION

--------------------------------------------------------------------------------
...........................................         ..........................................
        (Name of Limited Partner)                      (Morgan Stanley DW Account Number)
Address.........................................................................

                                    (Street)

 ...............................................................................

        (City)        (State or Province)              (Zip Code or Postal Code)

--------------------------------------------------------------------------------

2.A. SIGNATURE(S) OF INDIVIDUAL PARTNER(S) OR ASSIGNEE(S) INCLUDING IRAS

--------------------------------------------------------------------------------
X.........................................         ..........................................
               (Signature)                                           (Date)

X.........................................         ..........................................
               (Signature)                                           (Date)
--------------------------------------------------------------------------------

2.B. SIGNATURE OF ENTITY PARTNER OR ASSIGNEE

--------------------------------------------------------------------------------
...........................................         By: X.....................................
             (Name of Entity)                      (Authorized officer, partner, trustee, or
                                                      custodian. If a corporation, include
                                                   certified copy of authorized resolution.)
--------------------------------------------------------------------------------

3. BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY

--------------------------------------------------------------------------------

We, the undersigned Financial Advisor and Branch Manager, represent that the
above signature(s) is/are true and correct.
X.........................................         By: X.....................................
      (Account Executive MUST sign)                        (Branch Manager MUST sign)

...........................................
        (Branch Telephone Number)                  Please enter a SELL order upon receipt of
                                                      a completed Request for Redemption.
A-27
EXHIBIT B

           SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
                         MORGAN STANLEY CHARTER SERIES
  UNITS OF LIMITED PARTNERSHIP INTEREST SUBSCRIPTION AND EXCHANGE INSTRUCTIONS

    If you wish to purchase units of one or more or of the Morgan Stanley
Charter Series partnerships, please follow the instructions below. Instructions
relating to "Cash Subscribers" should be followed only if you are purchasing
units for cash. Instructions relating to "Exchange Subscribers" should be
followed only if you are redeeming units in another commodity pool for which
Demeter Management Corporation serves as the general partner and commodity pool
operator in a Non-Charter Series Exchange, or if you are redeeming units in a
Morgan Stanley Charter Series partnership pursuant to a Charter Series Exchange.

                           SUBSCRIPTION INSTRUCTIONS

    YOU SHOULD CAREFULLY READ AND REVIEW THE MORGAN STANLEY CHARTER SERIES
PROSPECTUS, DATED  *  , 2002 (THE "PROSPECTUS"), AND THIS SUBSCRIPTION AND
EXCHANGE AGREEMENT AND POWER OF ATTORNEY. IN READING THE PROSPECTUS, PAY
PARTICULAR ATTENTION TO THE MATTERS DISCUSSED UNDER "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "DESCRIPTION OF CHARGES." BY SIGNING THE AGREEMENT, YOU WILL BE
DEEMED TO MAKE EACH APPLICABLE REPRESENTATION AND WARRANTY, AND SATISFY ANY
APPLICABLE SPECIAL STATE SUITABILITY REQUIREMENT, SET FORTH IN THIS AGREEMENT ON
PAGES B-* -B-* , SO PLEASE MAKE SURE THAT YOU SATISFY ALL APPLICABLE PROVISIONS
IN THOSE SECTIONS BEFORE SIGNING THIS AGREEMENT.

    CASH SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY ON PAGES B-*
AND B-* , AND EXCHANGE SUBSCRIBERS MUST FILL IN ALL OF THE BOXES AND BLANKS ONLY
ON PAGES B-* AND B-* , USING BLACK INK, AS FOLLOWS:
Item 1 For Cash Subscribers (pages B-*      --Enter your Morgan Stanley DW Inc. Account Number.
      -B-* ) and Exchange Subscribers
      (pages B-* -B-* )

                                            --Enter your Social Security Number or Taxpayer ID Number. If the Units are to
                                                be owned by joint tenants, either person's Social Security Number may be
                                                used.

                                            --Check box if you are a non-resident alien that is a dealer in commodities or
                                                otherwise engaged in a trade or business within the U.S.

Item 1 For Cash Subscribers (page B-* )     --Enter the dollar amount of the subscription for each partnership whose units
                                                you wish to purchase.

Item 1 For Exchange Subscribers             --Enter the symbol(s) of the limited partnership(s) from which you are
      (page B-* )                               redeeming units; specify the quantity to be redeemed (entire interest or
                                                number of whole units).

Item 2 For Cash Subscribers (page B-* )     --Enter the exact name in which your units are to be held based on ownership
      and Exchange Subscribers                  type.
      (page B-* )
                                            --You and any co-subscriber must execute the Signature Page of this Agreement
                                                on page B-* (for Cash Subscribers) or page B-* (for Exchange Subscribers).

Item 3 For Cash Subscribers (page B-* )     --A Morgan Stanley Financial Advisor and Branch Manager must complete the
      and Exchange Subscribers                  required information.
      (page B-* )
MORGAN STANLEY FINANCIAL ADVISOR: This Agreement must be mailed to Demeter
Management Corporation at Harborside Financial Center, Plaza Two, 7th Floor,
Jersey City, New Jersey 07311. This form cannot be faxed.

                                      B-1
MORGAN STANLEY CHARTER SERIES
                            ------------------------

           SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY

    If you are subscribing for units of limited partnership interest in the
Morgan Stanley Charter Series, consisting of five commodity pool limited
partnerships, Morgan Stanley Charter Graham L.P., Morgan Stanley Charter
Millburn L.P., Morgan Stanley Charter Welton L.P., Morgan Stanley Charter MSFCM,
and Morgan Stanley Charter Campbell L.P., you should carefully read and review
the Prospectus.

    For Cash Subscribers: By executing the Cash Subscription Signature Page of
this Subscription and Exchange Agreement and Power of Attorney, you will
irrevocably subscribe for units of one or more of the partnerships at the price
per unit described in the Prospectus.

    For Exchange Subscribers: By executing the Exchange Subscription Signature
Page of this Agreement, you will irrevocably redeem the units of limited
partnership interest of the limited partnership indicated on the signature page
of this Agreement and, with the proceeds of that redemption, irrevocably
subscribe for units of one or more of the partnerships at the price per unit
described in the Prospectus.

    NOTWITHSTANDING THE FOREGOING, YOU MAY REVOKE THIS AGREEMENT, AND RECEIVE A
FULL REFUND OF THE SUBSCRIPTION AMOUNT YOU PAID, PLUS ANY ACCRUED INTEREST
THEREON (OR REVOKE THE REDEMPTION OF UNITS IN THE OTHER LIMITED PARTNERSHIP IN
THE CASE OF AN EXCHANGE), WITHIN FIVE BUSINESS DAYS AFTER EXECUTION OF THIS
AGREEMENT OR NO LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON THE DATE OF THE
APPLICABLE MONTHLY CLOSING, WHICHEVER COMES FIRST, BY DELIVERING WRITTEN NOTICE
TO YOUR MORGAN STANLEY FINANCIAL ADVISOR. If this Agreement is accepted, you
agree to: (i) contribute your subscription to each partnership designated on the
Signature Page of this Agreement; and (ii) be bound by the terms of each such
partnership's Amended and Restated Limited Partnership Agreement, included as
Exhibit A to the Prospectus (the "Limited Partnership Agreement"). BY EXECUTING
THE SIGNATURE PAGE OF THIS AGREEMENT, YOU SHALL BE DEEMED TO HAVE EXECUTED THIS
AGREEMENT AND THE LIMITED PARTNERSHIP AGREEMENT (INCLUDING THE POWERS OF
ATTORNEY IN BOTH AGREEMENTS).

--------------------------------------------------------------------------------
PAYMENT INSTRUCTIONS
--------------------------------------------------------------------------------

    For Cash Subscribers:  You must pay your subscription amount by charging
your customer account with Morgan Stanley DW (the "Customer Account"). In the
event that you do not have a Customer Account or do not have sufficient funds in
your existing Customer Account, you must make appropriate arrangements with your
Morgan Stanley financial advisor. If you don't have a financial advisor, contact
your local Morgan Stanley branch office. Payment must NOT be mailed to the
general partner at its offices in New York City. Any such payment will not be
accepted by the general partner and will be returned to you for proper placement
with the Morgan Stanley branch office where your Customer Account is maintained.
By executing the Signature Page of this Agreement, you authorize and direct the
general partner and Morgan Stanley DW to transfer the appropriate amount from
your Customer Account to the escrow account.

    For Exchange Subscribers:  You must pay your subscription amount by applying
the proceeds from the redemption of your limited partnership units in one of the
partnerships or another commodity pool which Demeter Management Corporation
serves as the general partner and commodity pool operator. You may only redeem
units at such times as are specified in the limited partnership agreement for
that commodity pool, and under certain circumstances described in that agreement
you may be subject to a redemption charge.

--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------

    By executing the Signature Page of this Agreement, you (for yourself and any
co-subscriber, and, if you are signing on behalf of an entity, on behalf of and
with respect to that entity and its shareholders, partners, beneficiaries or
members), represent and warrant to the general partner and each partnership
whose units you are purchasing, as follows (AS USED BELOW, THE TERMS "YOU" AND
"YOUR" REFER TO YOU AND YOUR CO-SUBSCRIBER, IF ANY, OR IF YOU ARE SIGNING ON
BEHALF OF AN ENTITY, THAT ENTITY):

        (1) You have received a copy of the Prospectus, including the Limited
    Partnership Agreement.

        (2) You are of legal age to execute this Agreement and are legally
    competent to do so.

        (3) You satisfy the applicable financial suitability and minimum
    investment requirements, as set forth below under the caption "State
    Suitability Requirements" (or in a special Supplement to the Prospectus) for
    residents of the state in which you reside. You agree to provide any
    additional documentation requested by the general partner, as may be
    required by the securities administrators of certain states, to confirm that
    you meet the applicable minimum financial suitability standards to invest in
    the partnerships.

                                      B-2
(4) All the information that you have provided on the Signature Page is
    correct and complete as of the date of this Agreement, and, if there should
    be any material change in such information prior to your admission as a
    limited partner, you will immediately furnish such revised or corrected
    information to the general partner.

        (5) If you are representing an employee benefit plan, to the best of
    your knowledge, neither the general partner, Morgan Stanley DW, any
    additional selling agent, any trading advisor, nor any of their respective
    affiliates: (a) has investment discretion with respect to the investment of
    your plan assets; (b) has authority or responsibility to give or regularly
    gives investment advice with respect to such plan assets for a fee and
    pursuant to an agreement or understanding that such advice (i) will serve as
    a primary basis for investment decisions with respect to such plan assets
    and (ii) will be based on the particular investment needs of the plan; or
    (c) is an employer maintaining or contributing to that plan. For purposes of
    this representation (5), an "employee benefit plan" includes plans and
    accounts of various types (including their related trusts) which provide for
    the accumulation of a portion of an individual's earnings or compensation,
    as well as investment income earned thereon, free from federal income tax
    until such time as funds are distributed from the plan, and include
    corporate "pension" and profit-sharing plans, "simplified employee pension
    plans," "Keogh" plans for self-employed individuals, and individual
    retirement accounts ("IRAs").

        (6) Unless representation (7) or (8) below is applicable, your
    subscription is made with your funds for your own account and not as
    trustee, custodian or nominee for another.

        (7) If you are subscribing as custodian for a minor, either (a) the
    subscription is a gift you have made to that minor and is not made with that
    minor's funds, in which case the representations as to net worth and annual
    income below apply only to you, as the custodian; or (b) if the subscription
    is not a gift, the representations as to net worth and annual income below
    apply only to that minor.

        (8) If you are subscribing as a trustee or custodian of an employee
    benefit plan or of an IRA at the direction of the beneficiary of that plan
    or IRA, the representations herein apply only to the beneficiary of that
    plan or IRA.

        (9) If you are subscribing in a representative capacity, you have full
    power and authority to purchase units and enter into and be bound by this
    Agreement on behalf of the entity for which you are purchasing the units,
    and that entity has full right and power to purchase the units and enter
    into and be bound by this Agreement and become a Limited Partner pursuant to
    each applicable Limited Partnership Agreement.

        (10) You either: (a) are not required to be registered with the
    Commodity Futures Trading Commission ("CFTC") or to be a member of the
    National Futures Association ("NFA"); or (b) if so required, you are duly
    registered with the CFTC and are a member in good standing of the NFA. It is
    an NFA requirement that the general partner attempt to verify that any
    person or entity that seeks to purchase units be duly registered with the
    CFTC and a member of the NFA, if required. You agree to supply the general
    partner with such information as the general partner may reasonably request
    in order to attempt such verification. Certain entities that acquire units
    may, as a result, themselves become "commodity pools" within the intent of
    applicable CFTC and NFA rules, and their sponsors, accordingly, may be
    required to register as "commodity pool operators."

        Additional Representation and Warranty for Exchange Subscribers:

        (11) You are the true, lawful, and beneficial owner of the units of
    limited partnership interest (or fractions thereof) to be redeemed pursuant
    to this Agreement, with full power and authority to request redemption and a
    subsequent purchase of units. The units of limited partnership interest (or
    fractions thereof) which you are redeeming are not subject to any pledge or
    are otherwise encumbered in any fashion.

    By making the representations and warranties set forth above, you should be
aware that you have not waived any rights of action which you may have under
applicable federal or state securities laws. Federal and state securities laws
provide that any such waiver would be unenforceable. You should be aware,
however, that the representations and warranties set forth above may be asserted
in the defense of a partnership, the general partner, Morgan Stanley DW, Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, any
additional selling agent, any trading advisor, or others in any subsequent
litigation or other proceeding.

                                      B-3
--------------------------------------------------------------------------------
STATE SUITABILITY REQUIREMENTS
--------------------------------------------------------------------------------

    Except as indicated below, you must have a net worth (exclusive of home,
furnishings, and automobiles) of at least $150,000 or, failing that standard,
have both a net worth (same exclusions) of at least $45,000 and an annual gross
income of at least $45,000. If you are subscribing with your spouse as joint
owners, you may count your joint net worth and joint income in satisfying these
requirements, as well as the special requirements described below. You must also
make a minimum aggregate investment of $20,000, and you must invest at least
$5,000 in any one partnership. See "Subscription Procedure" in the Prospectus as
to special rules if you are purchasing units in a Non-Charter Series Exchange.
However, the states listed below (or in certain cases, in special Supplements to
the Prospectus attached hereto) have more restrictive suitability or minimum
investment requirements for their residents. Please read the following list to
make sure that you meet the minimum suitability and/or investment requirements
for the state in which you reside. (As used below, "NW" means net worth
exclusive of home, furnishings, and automobiles; "AI" means annual gross income;
and "TI" means annual taxable income for federal income tax purposes.)

ALASKA:

(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

CALIFORNIA: (a) $150,000 NW, or (b) $75,000 NW and $50,000 AI.

IOWA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

MAINE: (a) $200,000 NW, or (b) $50,000 NW and $50,000 AI.

MASSACHUSETTS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

MICHIGAN: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

MISSOURI: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

NORTH CAROLINA: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

OHIO: (a) $150,000 NW and investment may not exceed 10% of NW, or (b) $45,000 NW
and $45,000 AI and investment may not exceed 10% of NW.

PENNSYLVANIA: (a) $175,000 NW and investment may not exceed 10% of NW, or (b)
$100,000 NW and $50,000 TI and investment may not exceed 10% of NW.

TENNESSEE: (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.

TEXAS: (a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.

--------------------------------------------------------------------------------
ACCEPTANCE OF THE LIMITED PARTNERSHIP AGREEMENTS
--------------------------------------------------------------------------------

    You agree that as of the date that your name is entered on the books of a
partnership, you shall become a limited partner of that partnership. You also
agree to each and every term of the Limited Partnership Agreement of that
partnership as if you signed that agreement. You further agree that you will not
be issued a certificate evidencing the units that you are purchasing, but that
you will receive a confirmation of purchase in Morgan Stanley DW's customary
form.

                                      B-4
--------------------------------------------------------------------------------
POWER OF ATTORNEY AND GOVERNING LAW
--------------------------------------------------------------------------------

    You hereby irrevocably constitute and appoint Demeter Management
Corporation, the general partner of each partnership, as your true and lawful
Attorney-in-Fact, with full power of substitution, in your name, place, and
stead: (1) to do all things necessary to admit you as a limited partner of each
partnership requested below, and such other partnership(s) of the Morgan Stanley
Charter Series as you may request from time to time; (2) to admit others as
additional or substituted limited partners to such partnership(s) so long as
such admission is in accordance with the terms of the applicable Limited
Partnership Agreement or any amendment thereto; (3) to file, prosecute, defend,
settle, or compromise any and all actions at law or suits in equity for or on
behalf of each partnership in connection with any claim, demand, or liability
asserted or threatened by or against any partnership; and (4) to execute,
acknowledge, swear to, deliver, file, and record on your behalf and as necessary
in the appropriate public offices, and publish: (a) each Limited Partnership
Agreement and each Certificate of Limited Partnership and all amendments thereto
permitted by the terms thereof; (b) all instruments that the general partner
deems necessary or appropriate to reflect any amendment, change, or modification
of any Limited Partnership Agreement or any Certificate of Limited Partnership
made in accordance with the terms of such Limited Partnership Agreement; (c)
certificates of assumed name; and (d) all instruments that the general partner
deems necessary or appropriate to qualify or maintain the qualification of each
partnership to do business as a foreign limited partnership in other
jurisdictions. You agree to be bound by any representation made by the general
partner or any successor thereto acting in good faith pursuant to this Power of
Attorney.

    The Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and survive your death, incapacity,
dissolution, liquidation, or termination.

    THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE DEEMED A WAIVER OF ANY
RIGHTS OF ACTION YOU MAY HAVE UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAW.

--------------------------------------------------------------------------------
RECEIPT OF DOCUMENTATION
--------------------------------------------------------------------------------

    The regulations of the CFTC require that you be given a copy of the
Prospectus (which includes the most current annual report for each partnership),
as well as certain additional documentation consisting of: (a) a supplement to
the Prospectus, which must be given to you if the Prospectus is dated more than
nine months prior to the date that you first received the Prospectus, and (b)
the most current monthly account statement (report) for the partnerships. You
hereby acknowledge receipt of the Prospectus and the additional documentation
referred to above, if any.

                                      B-5
(This page has been left blank intentionally.)

                                      B-6
MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST
                        CASH SUBSCRIPTION SIGNATURE PAGE
                                APRIL  *  , 2002

                 ---------------------------------------------

A
         PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.

     PAGES B-* AND B-* , THE CASH SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE
GENERAL PARTNER AT HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 7TH FLOOR, JERSEY
CITY, NEW JERSEY 07311, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE
CLOSING. THIS FORM CANNOT BE FAXED.

     By execution and delivery of this Cash Subscription Signature Page and by
payment of the purchase price for units of limited partnership interest of one
or more partnerships in the Morgan Stanley Charter Series you hereby subscribe
for units in the partnership(s) specified below at a price equal to 100% of the
net asset value per unit of the applicable partnership(s) as of the close of
business on the date of the applicable monthly closing.

     BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE MORGAN
STANLEY CHARTER SERIES PROSPECTUS DATED APRIL  *  , 2002, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENTS AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR BY YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 ITEM 1 -- SUBSCRIBER
--------------------------------------------------------------------------------
CHARTER FUND SYMBOL                                     AMOUNT
                                                                                                             OF
                                                                                                          SUBSCRIPTION
                                                                 MORGAN STANLEY CHARTER GRAHAM L.P.          $
  / / / / / /   / / / / / / / / / / / /            M S C G
  MORGAN STANLEY DW ACCOUNT NO.
  / / / / / / -/ / / / -/ / / / / / / /            M S C M       MORGAN STANLEY CHARTER MILLBURN L.P.        $
  SOCIAL SECURITY NUMBER
  OR                                               M S C W       MORGAN STANLEY CHARTER WELTON L.P.          $
  / / / / -/ / / / / / / / / / / / / /
  TAXPAYER ID NUMBER                               M S C D       MORGAN STANLEY CHARTER MSFCM L.P.           $

                                                   M S C C       MORGAN STANLEY CHARTER CAMPBELL L.P.        $

  / / / / / /   / / / / / / / / / / / /
  MORGAN STANLEY DW ACCOUNT NO.
  / / / / / / -/ / / / -/ / / / / / / /
  SOCIAL SECURITY NUMBER
  OR
  / / / / -/ / / / / / / / / / / / / /
  TAXPAYER ID NUMBER
--------------------------------------------------------------------------------

You hereby represent and agree that the name, address, and ownership capacity on
the Morgan Stanley DW account referenced on this Subscription Agreement are your
true and correct name, address, and ownership capacity, that the name, address,
and ownership capacity on the partnership's books and records shall be the same
as your name, address, and ownership capacity on such Morgan Stanley DW account,
and that you will promptly notify Morgan Stanley DW of any change in your
address, which change shall also be effective for all partnership purposes.

M Check here if you are a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate that is a dealer in
commodities or otherwise engaged in a trade or business within the U.S.A. to
which income, gain or loss from a partnership would be treated as effectively
connected.

                                      B-7
--------------------------------------------------------------------------------

ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN BELOW

--------------------------------------------------------------------------------

INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION

If you are subscribing for a joint or community property account, the
statements, representations, and warranties set forth in this Subscription and
Exchange Agreement and Power of Attorney shall be deemed to have been made by
each owner of the account.

* If the Units will be owned by joint owners, tenants in common, or as community
  property, signatures of all owners are required.

* In the case of a participant-directed employee benefit plan or IRA, the
  beneficiary must sign immediately below and the trustee or custodian must sign
  below under "Entity Subscription."

Full Name of Account............................................................

   Your Full Name or Name of Trust or Custodial Account--do not use initials
X _______________________    _______________    X __________________________    _______________
  Signature of Subscriber    Date                 Signature of Co-Subscriber    Date
...............................................................................

Print Full Name of Subscriber                   Print Full Name of Co-Subscriber

ENTITY SUBSCRIPTION

ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS)
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR MORGAN STANLEY DW
THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO
INVESTMENTS BY ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
ANY PARTICULAR PLAN.

The undersigned officer, partner, trustee, manager, or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members to (i) complete, execute, and deliver this
Subscription and Exchange Agreement and Power of Attorney on their behalf and
(ii) to make the statements, representations, and warranties made herein on
their behalf; and (b) the investment in each partnership specified is authorized
under applicable law and the governing documents of the entity, has been
affirmatively authorized by the governing board or body, if any, of the entity,
and is legally permissible.
......................................................  X _______________________________     ____________
Print Full Name of Entity                                Signature                           Date

......................................................  Title .............................................
Print Full Name of Person Signing for Entity
--------------------------------------------------------------------------------

ITEM 3 -- BRANCH MANAGER AND FINANCIAL ADVISOR USE ONLY (COMPLETE IN FULL AND IN
INK)

--------------------------------------------------------------------------------

THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct;

(2) s/he has informed the Subscriber about the liquidity and marketability of
   the units as set forth in the Prospectus;

(3) based on information obtained from the Subscriber concerning the
   Subscriber's investment objectives, other investments, financial situation,
   needs and any other relevant information, s/he reasonably believes that:

   (a) such Subscriber is or will be in a financial position appropriate to
       enable such Subscriber to realize the benefits of each partnership
       specified, as described in the Prospectus;

   (b) such Subscriber has a net worth sufficient to sustain the risk inherent
       in each partnership specified (including loss of investment and lack of
       liquidity); and

   (c) each partnership specified is otherwise a suitable investment for such
       Subscriber; and

(4) the Subscriber received the Prospectus at least five business days prior to
   the applicable monthly closing.

THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.

X ______________________________________________________________________________

              Signature of Financial Advisor
.................................................................................

           Print Full Name of Financial Advisor
Telephone Number ( .............................. ).............................

THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct.

(2) the above client(s) is/are suitable.

X ______________________________________________________________________________

Signature of Branch Manager

  ..............................................................................

Print Full Name of Branch Manager

                                      B-8
MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST

B                     EXCHANGE SUBSCRIPTION SIGNATURE PAGE

                                 APRIL * , 2002

              ----------------------------------------------------

         PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE BLACK INK ONLY.

    PAGES B-* AND B-* , THE EXCHANGE SUBSCRIPTION SIGNATURE PAGES, SHOULD BE
DELIVERED TO YOUR LOCAL MORGAN STANLEY BRANCH OFFICE AND MUST BE RECEIVED BY THE
GENERAL PARTNER AT HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 7TH FLOOR, JERSEY
CITY, NEW JERSEY 07311, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE APPLICABLE
CLOSING. THIS FORM CANNOT BE FAXED.

    By execution and delivery of this Exchange Subscription Signature Page, you
hereby redeem the units of limited partnership interest of the limited
partnership(s) named in Item 1 below and, by application of the proceeds of such
redemption to the payment of the purchase price for units of limited partnership
interest in one or more partnerships in the Morgan Stanley Charter Series you
hereby subscribe for units in the partnership(s) specified below at a price
equal to 100% of the net asset value per unit of the applicable partnership(s)
as of the close of business on the date of the applicable monthly closing.
 Redemption of units of any partnership for an exchange must be in whole units,
unless you are redeeming your entire interest in such partnership.

    BY SUCH EXECUTION AND PAYMENT, YOU ACKNOWLEDGE RECEIPT OF THE MORGAN STANLEY
CHARTER SERIES PROSPECTUS DATED APRIL * , 2002, INCLUDING THE LIMITED
PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF
ATTORNEY, THE TERMS OF WHICH GOVERN THE INVESTMENT IN THE UNITS BEING SUBSCRIBED
FOR BY YOU, AND THE CURRENT MONTHLY REPORT FOR THE PARTNERSHIPS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

 ITEM 1 -- SUBSCRIBER

--------------------------------------------------------------------------------
/ / / /-/ / / / /                              / / / /-/ / /-/ / / / /              OR     / / /-/ / / / / / /
MORGAN STANLEY DW ACCOUNT NO.                  SOCIAL SECURITY NUMBER                      TAXPAYER ID NUMBER
SYMBOL(S) FOR FUND(S)
  FROM WHICH UNITS ARE   SPECIFY QUANTITY OF UNITS TO BE REDEEMED                                         CHARTER SERIES
  TO BE REDEEMED         (CHECK BOX IF ENTIRE INTEREST; INSERT NUMBER IF WHOLE UNITS)                     FUND SYMBOL

  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
  / / / / /                 / /        Entire Interest   OR                          Whole Units   TO      / / / / /
You hereby authorize Demeter Management Corporation to redeem the quantity of
 units of limited partnership interest set forth opposite the symbol for each
 partnership identified on the left above at the "Net Asset Value" thereof, as
 defined in the limited partnership agreement of each such partnership, less
 any redemption charges, and to utilize the net proceeds of that redemption to
 purchase units in the applicable Charter Series partnership as indicated on
 the right above. Redemptions for an exchange must meet the applicable minimum
 investment requirements described under "Subscription Procedure" in the
 prospectus.

--------------------------------------------------------------------------------

You hereby represent and agree that the name, address, and ownership capacity on
the Morgan Stanley DW account referenced on this Subscription Agreement are your
true and correct name, address, and ownership capacity, that the name, address,
and ownership capacity on the partnership's books and records shall be the same
as your name, address, and ownership capacity on such Morgan Stanley DW account,
and that you will promptly notify Morgan Stanley DW of any change in your
address, which change shall also be effective for all partnership purposes.

M Check here if you are a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate that is a dealer in
commodities or otherwise engaged in a trade or business within the U.S.A. to
which income, gain or loss from a partnership would be treated as effectively
connected.

                                      B-9
--------------------------------------------------------------------------------

ITEM 2 -- SIGNATURE(S) -- YOU MUST SIGN BELOW

--------------------------------------------------------------------------------

INDIVIDUAL OR JOINT SUBSCRIPTION, INCLUDING PARTICIPANT-DIRECTED EMPLOYEE
BENEFIT PLAN OR IRA SUBSCRIPTION

If you are subscribing for a joint or community property account, the
statements, representations, and warranties set forth in this Subscription and
Exchange Agreement and Power of Attorney shall be deemed to have been made by
each owner of the account.

* If the units will be owned by joint owners, tenants in common, or as community
  property, signatures of all owners are required.

* In the case of a participant-directed employee benefit plan or IRA, the
  beneficiary must sign immediately below and the trustee or custodian must sign
  below under "Entity Subscription."

Full Name of Account: ..........................................................

                      Your Full Name or Full Name of Trust or Custodial Account
                      -- Do Not Use Initials
X _______________________    _______________    X __________________________    _______________
  Signature of Subscriber    Date                 Signature of Co-Subscriber    Date
............................................................  .........................................................
Print Full Name of Subscriber                                Print Full Name of Co-Subscriber
ENTITY SUBSCRIPTION

ACCEPTANCE OF SUBSCRIPTION ON BEHALF OF EMPLOYEE BENEFIT PLANS (INCLUDING IRAS)
IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER OR MORGAN STANLEY DW
THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO
INVESTMENTS BY ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
ANY PARTICULAR PLAN.

The undersigned officer, partner, trustee, manager, or other representative
hereby certifies and warrants that: (a) s/he has full power and authority from
or on behalf of the entity named below and its shareholders, partners,
beneficiaries, or members (i) to complete, execute and deliver this Subscription
Agreement and Power of Attorney on their behalf; and (ii) to make the
statements, representations, and warranties made herein on their behalf; and (b)
the investment in each partnership specified is authorized under applicable law
and the governing documents of the entity, has been affirmatively authorized by
the governing board or body, if any, of the entity, and is legally permissible.
............................................................  X ______________________________________     ______________
Print Full Name of Entity                                      Signature of Person Signing for Entity      Date

............................................................  Title ....................................
Print Full Name of Person Signing for Entity
--------------------------------------------------------------------------------

ITEM 3 -- FINANCIAL ADVISOR AND BRANCH MANAGER USE ONLY (COMPLETE IN FULL AND IN
INK)
--------------------------------------------------------------------------------

THE UNDERSIGNED FINANCIAL ADVISOR HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct.

(2) s/he has informed the Subscriber about the liquidity and marketability of
   the units as set forth in the Prospectus;

(3) based on information obtained from the Subscriber concerning the
   Subscriber's investment objectives, other investments, financial situation,
   needs and any other relevant information, that s/he reasonably believes that:

   (a) such Subscriber is or will be in a financial position appropriate to
      enable such Subscriber to realize the benefits of each partnership
      specified, as described in the Prospectus;

   (b) such Subscriber has a net worth sufficient to sustain the risk inherent
      in each partnership specified (including loss of investment and lack of
      liquidity); and

   (c) each partnership specified is otherwise a suitable investment for such
      Subscriber; and

(4) the Subscriber received the Prospectus at least five business days prior to
   the applicable monthly closing.

THE FINANCIAL ADVISOR MUST SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH
NASD CONDUCT RULE 2810.

X ______________________________________________________________________________

  Signature of Financial Advisor

 ...............................................................................

Print Full Name of Financial Advisor

Telephone Number ( .............................. ).............................

THE UNDERSIGNED BRANCH MANAGER HEREBY CERTIFIES THAT:

(1) the above signature(s) is/are true and correct.

(2) the above client(s) is/are suitable.

X ______________________________________________________________________________

Signature of Branch Manager

  ..............................................................................

Print Full Name of Branch Manager

                                      B-10
EXHIBIT C

                         MORGAN STANLEY CHARTER SERIES
                     UNITS OF LIMITED PARTNERSHIP INTEREST

                       SUBSCRIPTION AGREEMENT UPDATE FORM

                                 APRIL * , 2002

         -------------------------------------------------------------

            PLEASE PRINT OR TYPE (EXCEPT SIGNATURES). USE INK ONLY.

Morgan Stanley DW Account No.   / / / / __ / / / / / / /

     I am an investor in the following Morgan Stanley Charter Series
partnership(s) (mark each applicable box with an "X"):

       / /  Morgan Stanley Charter Graham L.P.

       / /  Morgan Stanley Charter Millburn L.P.

       / /  Morgan Stanley Charter Welton L.P.

       / /  Morgan Stanley Charter MSFCM L.P.

       / /  Morgan Stanley Charter Campbell L.P.

     I acknowledge receipt of the Morgan Stanley Charter Series Prospectus dated
April * , 2002 (the "Prospectus"). I have signed this form, which updates each
Subscription and Exchange Agreement and Power of Attorney I signed when I bought
units of the Morgan Stanley Charter Series partnership(s) checked above, so that
I may purchase additional units of such partnership(s) without the need to
execute a new Subscription Agreement. I understand that if I wish to purchase
additional units by way of an exchange, or if I wish to purchase units of any
Morgan Stanley Charter Series partnership in which I am not currently an
investor, I must first execute a new Subscription Agreement in the form annexed
to the applicable Prospectus as Exhibit B.

     I hereby confirm that the representations, warranties and other information
regarding the Subscriber in the Subscription Agreement(s) I previously executed
are still accurate, and that any purchase of additional units following the date
of this Subscription Agreement Update Form shall be deemed confirmation that
such representations, warranties, and other information are still accurate at
the time of that additional purchase. I will notify my Morgan Stanley Financial
Advisor prior to the purchase of additional units if there is any material
change in the Subscriber's representations, warranties, or other information
contained in the previously executed Subscription Agreement(s).

     I understand that I will need to execute a new Subscription Agreement
Update Form when a new Prospectus or Prospectus Supplement is issued.

IF SUBSCRIBER IS AN ENTITY

 ...............................................................................

Print Full Name of Entity

By: X __________________________________________________________________________

Signature

By:.............................................................................

Print Full Name of Person Signing for Entity

 ...............................................................................
Title
____________________________________

Date:

INDIVIDUAL SUBSCRIBERS

________________________________________________________________________________
Signature(s) of Subscriber(s)

 ...............................................................................

Print Full Name of Subscriber(s)

X ______________________________________________________________________________

Signature of Co-Subscriber

 ...............................................................................

Print Full Name of Co-Subscriber

____________________________________
Date:

       PLEASE RETURN THIS FORM TO YOUR MORGAN STANLEY FINANCIAL ADVISOR.

MORGAN STANLEY FINANCIAL ADVISOR: Upon making additons to an existing position
during the life of the current prospectus, this Agreement must be forwarded to
Demeter Management Corporation at Harborside Financial Center, Plaza Two, 7th
Floor, Jersey City, New Jersey 07311. This form cannot be faxed.

                                      C-1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE MATTERS
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION IN WHICH SUCH OFFER IS
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO
SO, OR TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF ITS ISSUE.

     UNTIL 40 DAYS FROM THE DATE OF THIS PROSPECTUS, ALL DEALERS THAT EFFECT
TRANSACTIONS IN THESE SECURITIES, OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee........................................      $  2,760
NASD filing fee.............................................         3,500
Printing and engraving......................................        25,000
Legal fees and expenses (excluding Blue Sky legal fees).....        15,000
Accounting fees and expenses................................         5,000
Escrow Agent fees...........................................           750
Blue Sky fees and expenses (including Blue Sky legal
  fees).....................................................        10,000
Miscellaneous...............................................        10,000
                                                                  --------
     Total..................................................      $ 72,000*
                                                                  --------
                                                                  --------
------------------
*Represents an estimate of the Registrant's portion of fees and expenses that
are common to this Registration Statement, the Registration Statements on Form
S-1 for each of Morgan Stanley Charter Graham L.P. and Morgan Stanley Charter
MSFCM L.P. and Post-Effective Amendments No. 5 to the Registration Statements on
Form S-1 for each of Morgan Stanley Charter Millburn L.P. and Morgan Stanley
Charter Welton L.P., which are being filed concurrently with this Registration
Statement.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 14 of the Limited Partnership Agreement (a form of which is annexed
to the Prospectus as Exhibit A) provides for indemnification of the General
Partner and its affiliates (as such term is defined therein) by the Partnership
for any loss, liability, damage, cost or expense arising from any act, omission,
activity or conduct undertaken by or on behalf of the Partnership that is
determined by the General Partner in good faith to be in the best interests of
the Partnership and was not the result of misconduct or negligence. Section 11
of the Selling Agreement provides for indemnification of the General Partner and
its affiliates and its successors and assigns by Morgan Stanley DW Inc. ("MSDW")
for any loss, claim, damage, liability, cost and expense incurred for a breach
by MSDW of a representation or agreement in the Selling Agreement, or for
misleading statements and material omissions regarding MSDW in the Registration
Statement or Prospectus. Such Section also provides for the indemnification by
the Partnership of MSDW, the General Partner and their affiliates for any act,
omission, conduct, or activity undertaken by or on behalf of a Partnership that
is determined by MSDW or the General Partner, as applicable, in good faith to be
in the best interests of the Partnership and was not the result of misconduct or
negligence. Section 8 of the Customer Agreement, between the Partnership and
MSDW, provides for indemnification of MSDW and its affiliates for liabilities,
losses, damages, costs, or expenses for activities taken by or on behalf of the
Partnership which MSDW has determined in good faith are in the best interests of
the Partnership and are not the result of misconduct or negligence. Section 8 of
the Management Agreement provides for indemnification of the General Partner and
its affiliates by the Trading Advisor for losses, claims, damages, liabilities,
costs and expenses incurred as a result of actions or omissions by the Trading
Advisor involving the Partnership's trading which are the result of a breach of
agreement, representation or warranty or the result of bad faith, misconduct or
negligence.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

     None.

                                      II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.

     (A) EXHIBITS
EXHIBIT
     NUMBER                            DESCRIPTION OF DOCUMENT
    --------                           -----------------------
1.01           Form of Amended and Restated Selling Agreement among the
                       Registrant, Morgan Stanley Charter Graham L.P., Morgan
                       Stanley Charter Millburn L.P., Morgan Stanley Charter
                       Welton L.P., Morgan Stanley Charter MSFCM L.P., Demeter
                       Management Corporation, and Morgan Stanley DW Inc.

      1.02           Form of Additional Seller Agreement between Morgan Stanley
                       DW Inc. and additional selling agents.

      3.01           Form of Limited Partnership Agreement of the Registrant
                       (included as Exhibit A to the Prospectus).

      3.02           Certificate of Limited Partnership of the Registrant.

      5.01           Opinion of Cadwalader, Wickersham & Taft to the Registrant
                       regarding the legality of Units (including consent).

      8.01           Opinion of Cadwalader, Wickersham & Taft to the Registrant
                       regarding certain federal income tax matters (including
                       consent).

     10.01           Form of Management Agreement among the Registrant, Demeter
                       Management Corporation and Campbell & Company, Inc.

     10.02           Form of Subscription and Exchange Agreement and Power of
                       Attorney to be executed by purchasers of Units (included
                       as Exhibit B to the Prospectus).

     10.03           Form of Subscription Agreement Update Form to be executed by
                       purchasers of units (included as Exhibit C to the
                       Prospectus).

     10.04           Form of Amended and Restated Escrow Agreement among the
                       Registrant, Morgan Stanley Charter Graham L.P., Morgan
                       Stanley Charter Millburn L.P., Morgan Stanley Charter
                       Welton L.P., Morgan Stanley Charter MSFCM L.P., Morgan
                       Stanley DW Inc., and The Chase Manhattan Bank, as escrow
                       agent.

     10.05           Form of Customer Agreement between the Registrant and Morgan
                       Stanley DW Inc.

     10.06           Form of Customer Agreement among the Registrant, Morgan
                       Stanley & Co. Incorporated, and Morgan Stanley DW Inc.

     10.07           Form of Customer Agreement between the Registrant and Morgan
                       Stanley & Co. International Limited.

     10.08           Form of Foreign Exchange and Options Master Agreement
                       between the Registrant and Morgan Stanley & Co.
                       Incorporated.

     10.09           Securities Account Control Agreement among the Registrant,
                       Morgan Stanley & Co. Incorporated and Morgan Stanley DW
                       Inc.

     23.01           Consent of Independent Auditors for Demeter Management
                       Corporation and the Registrant.
II-2
(B) FINANCIAL STATEMENTS.

     Included in the Prospectus:

              Morgan Stanley Charter Campbell L.P.
                  Independent Auditors' Report
                  Statements of Financial Condition
                  Notes to Statements of Financial Condition

                  Demeter Management Corporation
                  Independent Auditors' Report
                  Statements of Financial Condition
                  Notes to Statements of Financial Condition

ITEM 17. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (a) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to
reflect in the Prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (c) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) That all post-effective amendments will comply with the applicable
forms, rules, and regulations of the Securities and Exchange Commission in
effect at the time of such post-effective amendment.

     (4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (5) Insofar, as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 27th day of March, 2002.

                                          MORGAN STANLEY CHARTER CAMPBELL L.P.

                                          By: DEMETER MANAGEMENT CORPORATION,
                                                  General Partner

                                          By:  /s/ Robert E. Murray
                                             ___________________________________
                                             Robert E. Murray, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                            DATE
                   ---------                                      -----                            ----
DEMETER MANAGEMENT CORPORATION                      General Partner

              /s/ ROBERT E. MURRAY                  Chairman of the Board, President,             March 27, 2002
------------------------------------------------      and Director of the General
                Robert E. Murray                      Partner

             /s/ MITCHELL M. MERIN                  Director of the General Partner               March 27, 2002
------------------------------------------------
               Mitchell M. Merin

                                                    Director of the General Partner
------------------------------------------------
             Joseph G. Siniscalchi

           /s/ EDWARD C. OELSNER, III               Director of the General Partner               March 27, 2002
------------------------------------------------
             Edward C. Oelsner, III

                                                    Director of the General Partner
------------------------------------------------
                Richard A. Beech

                                                    Director of the General Partner
------------------------------------------------
               Raymond A. Harris

              /s/ ANTHONY J. DELUCA                 Director of the General Partner               March 27, 2002
------------------------------------------------
               Anthony J. DeLuca

                /s/ RAYMOND KOCH                    Chief Financial and Principal                 March 27, 2002
------------------------------------------------      Accounting Officer of the
                  Raymond Koch                        General Partner
II-4