UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________to___________________

Commission file number 0-26282

	MORGAN STANLEY CHARTER ASPECT L.P.

(Exact name of registrant as specified in its Limited Partnership Agreement)

		DELAWARE		        				13-3775071
(State or other jurisdiction of			   	 (I.R.S. Employer
incorporation or organization)			 	 	  Identification No.)

Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY       			  			 	  10036
(Address of principal executive offices)		 		(Zip Code)

Registrant?s telephone number, including area code        (212) 296-1999

Securities registered pursuant to Section 12(b) of the Act:
									   Name of each exchange
    Title of each class 						   on which registered

		None								   None

Securities registered pursuant to Section 12(g) of the Act:

	Units of Limited Partnership Interest

	(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes          No  X

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes          No  X

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X      No  _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant?s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definition of ?large accelerated filer?, ?accelerated filer? and
?smaller reporting company? in Rule 12b-2 of the Exchange Act.

Large accelerated filer___  Accelerated filer____  Non-accelerated filer __X__
Smaller reporting company _____

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes       No  X

State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which Units were sold as of the last
business day of the registrant?s most recently completed second fiscal quarter:
$173,156,203 at June 30, 2008.

	DOCUMENTS INCORPORATED BY REFERENCE
	(See Page 1)


<page> <table> MORGAN STANLEY CHARTER ASPECT L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2008
<caption>                                                     Page No.

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . .1

Part I.

												<c>
   Item 1.	 Business . . . . . . . . . . . . . . . . . . . . .  . .2-5

   Item 1A.		Risk Factors . . . . . . . . . . . . . . . . . . . . . 5-6

   Item 1B.		Unresolved Staff Comments . . . . . . . . . . . . . . . .6

   Item 2.	 Properties . . . . . . . . . . . . . . . . . . . . . . . 6

   Item 3.	 Legal Proceedings. . . . . . . . . . . . . . . . . . . . 6

   Item 4.	 Submission of Matters to a Vote of Security
            Holders. . . . . . . . . . . . . . . . . . . . . . . . . 7
Part II.

   Item 5. 	 Market for Registrant's Common Equity, Related
			Stockholder Matters and Issuer Purchases of
			Equity Securities . . . . . . . . . . . . . . . . . . .8-10

   Item 6.	 Selected Financial Data. . . . . . . . . . . . . . . . .11

   Item 7.	 Management's Discussion and Analysis of Financial
            Condition and Results of Operations . . . . . . . . .12-34

   Item 7A. Quantitative and Qualitative Disclosures About
            Market Risk. . . . . . . . . . . . . . . . . . . . . 35-48

   Item 8.  Financial Statements and Supplementary Data. . . . . 48-49

   Item 9.	 Changes in and Disagreements with Accountants
         	 on Accounting and Financial Disclosure . . . . . . . . .49

   Item 9A.		Controls and Procedures . . . . . . . . . . . . . . .49-52

   Item 9A(T). Controls and Procedures . . . . . . . . . . . . . . .52

   Item 9B.		Other Information . . . . . . . . . . . . . . . . . . . 52

Part III.

   Item 10. Directors, Executive Officers and Corporate
         	 Governance. . . . . . . . . . . . . . . . . . . . . .53-59

   Item 11. Executive Compensation. . . . . . . . . . . . . . . . . 60

   Item 12. Security Ownership of Certain Beneficial Owners
          	 and Management and Related Stockholder Matters. . . . . 60

   Item 13. Certain Relationships and Related Transactions,
		 and Director Independence. . . . . . . . . . . . . . 60-61

   Item 14. Principal Accountant Fees and Services. . . . . . . .61-62

Part IV.

   Item 15. Exhibits, Financial Statement Schedules. . . . . . . 63-64
</table>


<page>



                  DOCUMENTS INCORPORATED BY REFERENCE



Portions of the following documents are incorporated by reference
as follows:



         Documents Incorporated      	         Part of Form 10-K

     	Partnership's Prospectus dated
     	May 1, 2008    		   I

	Partnership?s Supplement to the
	Prospectus dated September 17, 2008		   I

	Annual Report to Morgan Stanley
     	Charter Series Limited Partners
     	for the year ended December 31, 2008       II, III, and IV

<page> PART I
Item 1.  BUSINESS
(a) General Development of Business.  Morgan Stanley Charter
Aspect L.P. (the "Partnership") is a Delaware limited partnership
organized in 1993 to engage primarily in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on physical commodities and other commodity interests,
including, but not limited to, foreign currencies, financial
instruments, metals, energy, and agricultural products.  The
Partnership commenced trading operations on March 3, 1994.  The
Partnership is one of the Morgan Stanley Charter series of funds,
comprised of the Partnership, Morgan Stanley Charter WCM L.P.
(?Charter WCM?), Morgan Stanley Charter Graham L.P. (?Charter
Graham?), and Morgan Stanley Charter Campbell L.P. (?Charter
Campbell?) which effective May 1, 2006, no longer accepts
subscriptions and exchanges of units of limited partnership
interest (?Unit(s)?) from any other Charter series funds for Units
of Charter Campbell (collectively, the ?Charter Series?).
Additionally, after the Charter Series? November 30, 2008 monthly
close, Demeter Management Corporation (?Demeter?), the general
partner of the Partnership, no longer offers for purchase or
exchange Units in the Partnership, Charter Graham, and Charter
WCM.

The commodity brokers are Morgan Stanley & Co. Incorporated
(?MS&Co.?) and Morgan Stanley & Co. International plc (?MSIP?).
<page> MS&Co. also acts as the counterparty on all trading of
foreign currency forward contracts.  MSIP serves as the commodity
broker for trades on the London Metal Exchange. Demeter, MS&Co.,
and MSIP are wholly-owned subsidiaries of Morgan Stanley.  Aspect
Capital Limited (the ?Trading Advisor?) is the trading advisor to
the Partnership.

Units were sold at monthly closings at a purchase price equal to
100% of the net asset value per Unit as of the close of business
on the last day of each month.

The Partnership began the year at a net asset value per Unit of
$18.14 and returned 23.9% to $22.48 on December 31, 2008.  For a
more detailed description of the Partnership's business, see
subparagraph (c).

(b) Financial Information about Segments.  For financial infor-
mation reporting purposes, the Partnership is deemed to engage in
one industry segment, the speculative trading of futures, forwards
and options.  The relevant financial information is presented in
Items 6 and 8.

(c) Narrative Description of Business.  The Partnership is in the
business of speculative trading of futures, forwards, and options
pursuant to trading instructions provided by its Trading Advisor.
For a detailed description of the different facets of the <page>
Partnership's business, see those portions of the Partnership's
prospectus, dated May 1, 2008 (the "Prospectus"), and the
Partnership?s supplement to the Prospectus dated September 17,
2008 (the ?Supplement?), incorporated by reference in this Form
10-K, set forth below.


  Facets of Business
  1.  Summary               	  1.	"Summary" (Pages 1-11 of the
Prospectus).

  2.  Futures, Options, and 	  2.	"The Futures, Options, and
      Forwards Markets             	 Forwards Markets? (Pages
                                   	 126-130 of the Prospectus).

  3.  Partnership's Trading 	  3.	"Use of Proceeds? (Pages
      Arrangements and Policies    	 27-29 of the Prospectus).
      		                    	?The Trading Advisors?
                                 	 (Pages 69-95 of the
                                  	 Prospectus and Pages S-1 ?
       S-2 of the Supplement).

4. Management of the Part-	  4.	?The Trading Advisors ?
   nership					 Management Agreements?
      	                     	(Page 69 of the Prospectus).
                                  	?The General Partner? (Pages
                    	 65-68 of the Prospectus and
       Page S-1 of the Supplement).
      ?The Commodity Brokers? (Pages
 99-100 of the Prospectus)
 and ?The Limited Partnership
				            	 Agreements? (Pages 106-109
                                  	 of the Prospectus).

5.  Taxation of the Partner-    5. "Material Federal Income
    ship's Limited Partners         Tax Considerations" and
                                   "State and Local Income Tax
                                    Aspects" (Pages 116-124
                                    of the Prospectus).




<page> (d) Financial Information about Geographic Areas. The
Partnership has not engaged in any operations in foreign
countries; however, the Partnership (through the commodity
brokers) enters into forward contract transactions where foreign
banks are the contracting party and trades futures, forwards, and
options on foreign exchanges.

(e) Available Information.  The Partnership files an annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to these reports with the
Securities and Exchange Commission (?SEC?).  You may read and
copy any document filed by the Partnership at the SEC?s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
Public Reference Room.  The Partnership does not maintain an
internet website, however, the Partnership?s SEC filings are
available to the public from the EDGAR database on the SEC?s
website at ?http://www.sec.gov?. The Partnership?s CIK number is
0000914747.

Item 1A.  RISK FACTORS
Current limited partners of the Partnership are advised that
effective December 1, 2008, Demeter no longer accepts any
subscriptions for investments in the Partnership or any exchanges
from other Charter Series partnerships for Units of the
Partnership.  Current limited partners of the Partnership will
<page> continue to be able to redeem Units of the Partnership and
were able to exchange Units of the Partnership for Units in other
Charter Series partnerships of funds at any month-end closing
until November 30, 2008.

The Partnership is in the business of speculative trading of
futures, forwards, and options.  For a detailed description of
the risks that may affect the Partnership or the limited
partnership interests offered by the Partnership, see those
portions of the Partnership?s Prospectus dated May 1, 2008,
incorporated by reference in this Form 10-K, set forth in the
?Risk Factors? section of the Prospectus on pages 12-17.

Item 1B.  UNRESOLVED STAFF COMMENTS
Not applicable.

Item 2.  PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of MS&Co.  The MS&Co. offices utilized by the
Partnership are located at 522 Fifth Avenue, 13th Floor, New York,
NY 10036.

Item 3.  LEGAL PROCEEDINGS
None.


<page>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<page> PART II
Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
         STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
	    SECURITIES

(a) Market Information. There is no established public trading
market for Units of the Partnership.

(b) Holders. The number of holders of Units at December 31, 2008,
was approximately 6,800.

(c) Distributions. No distributions have been made by the
Partnership since it commenced trading operations on March 3,
1994. Demeter has sole discretion to decide what distributions, if
any, shall be made to investors in the Partnership.  Demeter
currently does not intend to make any distributions of the
Partnership?s profits.

(d) Securities Sold; Consideration.  Until the November 30, 2008
monthly close, Units were continuously sold at monthly closings at
a purchase price equal to 100% of the net asset value per Unit as
of the close of business on the last day of each month.

The aggregate price of the Units sold through November 30, 2008,
was $439,375,882.


<page>
(e) Underwriter.  The managing underwriter for the Partnership was
MS&Co.

(f) Use of Proceeds.
<table> <caption>					 SEC
Registration Statement on Form S-1  Units Registered   Effective Date        File Number

                                           <c>                <c>                       <c>
Initial Registration	   100,000.000		February 3, 1994	33-71654
Pre-conversion	  100,000.000

Units sold through 10/17/97         66,708.624
Units unsold through 10/17/97       33,291.376
(Ultimately de-registered)
</table>
Commencing with the December 1, 2000, monthly closing, when the
Partnership became a member of the Charter Series, each previously
outstanding Unit of the Partnership was converted into 100 Units,
totaling 6,670,862.400 Units (pre-conversion).
<table> <caption

	<c>	<c>	<c>
Additional Registration	1,750,000.000 	  October 11, 2000	      333-41684
Additional Registration	3,000,000.000 	  July 29, 2002         333-85074
Additional Registration	 7,500,000.000   	February 26, 2003	    333-103168
Additional Registration	   18,000,000.000	April 28, 2004	       333-113877
  Total Units Registered        30,250,000.000

Units sold post-conversion      18,705,064.851
Units unsold through 11/30/08   11,544,935.149
  Total Units sold through
  11/30/08                     _25,375,927.251
  (pre-and post-conversion)
</table>
The 11,544,935.149 Units remaining unsold after the November 30,
2008 closing were deregistered with the SEC effective January 22,
2009.
<page> Since no expenses are chargeable against proceeds, 100% of
the proceeds of the offering have been applied to the working
capital of the Partnership for use in accordance with the ?Use of
Proceeds? section of the Prospectus included as part of the above
referenced Registration Statements.


<page> <table>
Item 6.  SELECTED FINANCIAL DATA (in dollars)



<caption>



                                         For the Years Ended December 31,
                            2008  	        2007         2006            2005          2004



				<c>			<c>		<c>		<c>		<c>
Total Trading Results
including interest
income	 		    55,029,144	  17,551,476    24,181,619	(29,602,711)	   6,167,974


Net Income (Loss)     35,806,282   	   5,773,935	    14,456,362	(44,301,832)	  (9,789,014)


Net Income (Loss)
Per Unit (Limited
& General Partners)         4.34	        0.76	          1.65	      (3.83)		(1.16)


Total Assets  	   188,669,145      138,149,328   130,022,272	150,922,126	 231,910,440


Total Limited
Partners' Capital 	   170,429,845	 134,313,027	   122,749,550	143,289,197	 223,240,153


Net Asset Value
Per Unit                	   22.48		 18.14         17.38	      15.73	      19.56








</table>


<page>
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         	CONDITION AND RESULTS OF OPERATIONS

Liquidity. The Partnership deposits its assets with MS&Co. and
MSIP as commodity brokers in separate futures, forwards, and
options trading accounts established for the Trading Advisor.
Such assets are used as margin to engage in trading and may be
used as margin solely for the Partnership?s trading.  The assets
are held in either non-interest bearing bank accounts or in
securities and instruments permitted by the Commodity Futures
Trading Commission for investment of customer segregated or
secured funds.  Since the Partnership?s sole purpose is to trade
in futures, forwards, and options, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.

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

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership's liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of Units in the
future will affect the amount of funds available for investments
in futures, forwards, and options in subsequent periods.  It is
not possible to estimate the amount, and therefore the impact, of
future outflows of Units.  Effective December 1, 2008, Demeter no
<page> longer accepts any subscriptions for Units of the
Partnership or any exchanges from Charter Graham and Charter WCM
for Units of the Partnership.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

Results of Operations.
General.  The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership's
operations for each of the three years in the period ended
December 31, 2008, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Advisor's trading activities on
behalf of the Partnership during the period in question.  Past
performance is no guarantee of future results.

<page> The Partnership?s results of operations set forth in the
Financial Statements are prepared in accordance with accounting
principles generally accepted in the United States of America,
which require the use of certain accounting policies that affect
the amounts reported in these Financial Statements, including the
following:  The contracts the Partnership trades are accounted for
on a trade-date basis and marked to market on a daily basis. The
difference between their original contract value and market value
is recorded on the Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized) contracts,
and recorded as ?Realized trading profit (loss)? when open
positions are closed out.  The sum of these amounts constitutes
the Partnership?s trading results.  The market value of a futures
contract is the settlement price on the exchange on which that
futures contract is traded on a particular day.  The value of a
foreign currency forward contract is based on the spot rate as of
the close of business.  Interest income, as well as management
fees, incentive fees, and brokerage fees expenses of the
Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.

<page> The Partnership recorded total trading results including
interest income totaling $55,029,144 and expenses totaling
$19,222,862, resulting in net income of $35,806,282 for the year
ended December 31, 2008.  The Partnership?s net asset value per
Unit increased from $18.14 at December 31, 2007, to $22.48 at
December 31, 2008. Total redemptions and subscriptions for the
year were $51,646,448 and $52,271,053, respectively, and the
Partnership?s ending capital was $172,162,948 at December 31,
2008, an increase of $36,430,887 from ending capital at December
31, 2007, of $135,732,061.

The most significant trading gains of approximately 16.5% were
recorded within the global interest rate sector, primarily during
January and February, from long positions in U.S., Australian,
and Japanese fixed-income futures as prices moved higher in a
worldwide ?flight-to-quality? following a sharp drop in the
global equity markets and concerns that a possible economic
recession in the United States would weaken the global economy.
Additionally, U.S. fixed-income futures prices moved higher as
the U.S. Federal Reserve cut interest rates by 200 basis points
throughout the first quarter amid slowing economic growth.
During May and June, short positions in European interest rate
futures resulted in gains as prices declined after government
reports revealed accelerating inflation and better-than-expected
economic growth in the Euro-Zone.  Further gains were experienced
from August through December from long positions in U.S., <page>
European, Australian, and Japanese fixed-income futures as prices
sharply increased during the second half of the year in a
continuation of the aforementioned ?flight-to-quality,? as well
as worries regarding the fundamental health of the global economy
and financial system.  Lastly, U.S. interest rate futures prices
moved higher as the U.S. Federal Reserve cut interest rates to an
unprecedented target range of 0% to 0.25%, while prices of
European, Japanese, and Australian fixed-income futures increased
after these respective central banks lowered borrowing costs in
an attempt to stimulate economic growth.  Within the global stock
index sector, gains of approximately 8.1% were recorded primarily
throughout a majority of the first half of the year from short
positions in U.S., European, and Pacific Rim equity index futures
as prices decreased on concerns that a persistent U.S. housing
slump, mounting losses linked to U.S. sub-prime mortgage
investments, rising commodity prices, and a weakening job market
would restrain consumer spending, erode corporate earnings, and
curb global economic growth.  Additional gains were recorded from
short futures positions in these markets during September,
October, and November as prices dropped sharply amid
unprecedented U.S. financial market turmoil and growing concerns
that efforts by central banks and governments around the world to
support the financial system would not prevent a global
recession. Within the energy markets, gains of approximately 5.2%
were experienced primarily during a majority of the first half of
2008 from long futures positions in crude oil and its related
<page> products as prices moved consistently higher due to
speculation that OPEC would cut production, ongoing geopolitical
concerns in the Middle East, growing Asian fuel consumption, and
strong demand for physical commodities as an inflation hedge.
Additional gains were recorded during the fourth quarter from
newly established short futures positions in crude oil and its
related products as prices sharply decreased on concerns that a
substantial global economic slowdown would erode energy demand.
Within the metals markets, gains of approximately 5.0% were
experienced primarily during January and February from long
positions in silver and platinum futures as prices increased due
to a decline in the value of the U.S. dollar during the first
quarter.  Elsewhere, short futures positions in aluminum, copper,
zinc, and nickel resulted in gains as prices decreased during
September, October, November, and December amid ongoing worries
that a global economic recession would erode demand for base
metals.  Additional gains of approximately 1.6% were recorded
within the agricultural markets, primarily during January,
February, and June, from long positions in cocoa futures as
prices rose amid supply disruptions in the Ivory Coast, the
world?s largest producer of cocoa.  Additional gains were
recorded from short positions in lean hog and live cattle futures
as prices declined during June and October on signs of rising
inventories in the U.S. and slowing global demand.  Smaller gains
were recorded from long futures positions in soybeans and soybean
oil as prices increased during the first half of the year <page>
following news that global production might drop, rising energy
prices might boost demand for alternative biofuels made from
ethanol, and severe floods in the U.S. Midwest had damaged crops.
 A portion of the Partnership?s gains for the year was offset by
losses of approximately 2.4% incurred within the currency sector
from long positions in the euro, Australian dollar, South African
rand, and Canadian dollar versus the U.S. dollar as the value of
the U.S. dollar reversed higher against these currencies in April
after the U.S. Institute for Supply Management?s manufacturing
index unexpectedly moved higher, and a U.S. economic report
showed private sector jobs unexpectedly increased in March.
Further losses were recorded during August and September from
short positions in the U.S. dollar versus these currencies as the
value of the U.S. dollar moved higher against most of its rivals
in tandem with rising U.S. dollar-denominated Treasury bonds.


The Partnership recorded total trading results including interest
income totaling $17,551,476 and expenses totaling $11,777,541,
resulting in net income of $5,773,935 for the year ended December
31, 2007.  The partnership?s net asset value per Unit increased
from $17.38 at December 31, 2006, to $18.14 at December 31, 2007.
Total redemptions and subscriptions for the year were $24,689,814
and $30,547,524, respectively, and the Partnership?s ending
capital was $135,732,061 at December 31, 2007, an increase of
$11,631,645 from ending capital at December 31, 2006, of
$124,100,416.
<page> The most significant trading gains of approximately 5.0%
were recorded in the energy markets, primarily during July,
September, October, and December, from long futures positions in
crude oil and its related products as prices trended higher due
to persistent concerns that instability in Iraq and tension
regarding Iran?s nuclear program might negatively affect global
supply.  In addition, energy prices increased due to continued
weakness in the value of the U.S. dollar as U.S. dollar-
denominated assets became more attractive to investors.  Within
the global interest rate markets, gains of approximately 2.7%
were experienced primarily during January, March, April, May, and
June from short positions in Australian, European, and U.S.
interest rate futures as prices trended lower amid solid economic
data, rising equity prices, and surging home prices in Australia,
the United Kingdom, and the United States, which reduced demand
for the ?safe haven? of fixed-income investments.  As such,
prices were also pulled lower on investor belief that these
respective Central Banks might need to raise interest rates to
curb inflation.  Further gains were recorded during November from
newly established long positions in British and U.S. fixed-income
futures as prices increased following a sharp decline in global
equity markets and forecasts of deeper losses related to sub-
prime investments, which fueled speculation that the U.S. Federal
Reserve and Bank of England might need to reduce borrowing costs
in response to widespread fears of an economic decline.
Additional gains of approximately 2.4% were recorded in the
<page> currency sector, primarily during January, March, April,
and June from short positions in the U.S. dollar versus most of
its major rivals, notably the euro, British pound, Canadian
dollar, Australian dollar, and New Zealand dollar as the value of
the U.S. dollar declined relative to these currencies amid news
that foreign central banks had diversified their currency
holdings to non-U.S. dollar-denominated assets and fears that an
economic slowdown in the United States would lead the U.S.
Federal Reserve to lower interest rates.  Meanwhile, the value of
the Canadian dollar, Australian dollar, and New Zealand dollar,
also known as the ?commodity currencies?, moved higher in the
wake of consistently rising commodity prices.  During October,
the value of the U.S. dollar continued to decline against the
aforementioned currencies amid investor sentiment that the U.S.
Federal Reserve might need to continue reducing interest rates in
order to prevent the U.S. economy from slowing.  Smaller gains of
approximately 1.9% were recorded in the agricultural complex,
primarily during September, November, and December, from long
futures positions in the soybean complex as prices increased in
September on concerns that hot, dry weather in U.S. growing
regions might have damaged crops. During November, futures prices
of the soybean complex moved higher due to increased purchases
from China, higher energy prices, and dwindling U.S. supplies.
Further gains were experienced during December as prices
continued to move higher amid speculation that the rising cost of
oil might boost demand for alternative biofuels made from crops.
<page> Elsewhere, long positions in the wheat futures resulted in
gains as prices increased during September amid persistently
strong international demand and fears of a shortage in supply.  A
portion of the Partnership?s gains for the year was offset by a
loss of approximately 1.3% within the global stock index sector,
primarily during February and March, from long positions in
European and U.S. equity index futures as prices reversed sharply
lower after former U.S. Federal Reserve Chairman Alan Greenspan
indicated the U.S. economy might be headed for a recession.  In
addition, prices moved lower after worries that tighter credit
conditions in China and Japan might dampen global growth first
sent Chinese stock markets plunging before the sell-off spread to
other equity markets.  Additional losses were recorded during
July, August, November, and December from long positions in U.S.
and European equity index futures as prices decreased on
persistent concerns that a collapsing U.S. sub-prime mortgage
market and declining U.S. real estate prices might pull the
global economy into a recession.  Smaller losses of approximately
1.2% were recorded within the metals sector, primarily during
January and May, from long positions in aluminum, zinc, and
copper futures as prices declined after the Chinese government
announced that it might raise export taxes for base metals, as
well as on speculation that rising production and inventories
might create a global surplus.  Additional losses were
experienced during August from long futures positions in silver
as prices moved lower amid strength in the value of the U.S.
<page> dollar.  Finally, long positions in copper futures
resulted in losses during November as prices reversed lower due
to rising inventories and concerns that demand for base metals
might continue to slow after the U.S. Federal Reserve trimmed its
economic growth forecast for 2008.


The Partnership recorded total trading results including interest
income totaling $24,181,619 and expenses totaling $9,725,257,
resulting in net income of $14,456,362 for the year ended
December 31, 2006.  The Partnership?s net asset value per Unit
increased from $15.73 at December 31, 2005, to $17.38 at December
31, 2006. Total redemptions and subscriptions for the year were
$49,829,555 and $14,587,304, respectively, and the Partnership?s
ending capital was $124,100,416 at December 31, 2006, a decrease
of $20,785,889 from ending capital at December 31, 2005, of
$144,886,305.

The most significant trading gains of approximately 9.1% were
recorded in the metals sector, primarily during the first and
second quarters, from long positions in copper, nickel, aluminum,
gold, and silver futures. During the first quarter, copper,
aluminum, and nickel futures prices strengthened amid weak
supplies, forecasts for continued buying by China, and
acceleration in demand from Japan, Europe, and the U.S.
Elsewhere in the metals markets, gains were recorded from long
positions in silver and gold futures as prices moved higher on
<page> persistent demand from foreign central banks and worries
regarding global inflation.  In addition, silver prices were also
boosted after news that a silver-backed Exchange Traded Fund
would launch.  During the second quarter, copper, nickel, and
aluminum futures prices continued to move higher on strong global
industrial demand from the U.S., China, and India while gold and
silver futures prices both rallied to 25-year highs in April,
benefiting from strong demand and lagging supply. Additional
trading gains of approximately 3.7% were recorded in the global
interest rate futures markets, primarily during the first half of
the year, from short positions in U.S. and European interest rate
futures as prices moved lower during March and April amid
strength in regional equity markets and investors? sentiment that
interest rates in the United States and the European Union would
rise in order to combat inflation. Smaller gains were experienced
in August from long positions in Japanese and U.S. fixed-income
futures as prices increased on higher demand amid concerns of a
possible slowing of the global economy and news that Iran would
continue its nuclear research program. In addition, Japanese
fixed-income futures prices were pressured higher after lower-
than-expected inflation data dampened expectations for another
interest rate hike by the Bank of Japan. Within the agricultural
complex, gains of approximately 0.7% were recorded primarily
during January from long positions in sugar futures as prices
trended higher, moving to their highest level since 1981, in
response to a decline in inventories, as well as from increased
<page> ethanol demand. Additional gains were experienced in July
and August, from short positions in sugar futures as prices were
pressured lower following U.S. Department of Agriculture data
showing that ethanol-production using sugarcane was more costly
than previously expected, as well as from low physical demand and
high inventories.  Smaller gains of approximately 0.4% were
recorded in the global stock index sector from long positions in
European and Asian stock index futures in January as global
equity prices trended higher after a weaker-than-expected
December U.S. jobs report raised hopes that the U.S. Federal
Reserve would end its cycle of interest rate hikes sooner rather
than later.  In December, long positions in European and Asian
equity index futures resulted in gains as prices moved higher,
lifted by a decline in oil prices and speculation that the U.S.
Federal Reserve could possibly cut interest rates in the near
future.  Additionally, European stocks gained on speculation of
increased merger and acquisition activity in the region, while
Pacific Rim stock markets ended higher as consumer spending
continued to pick up in China and Japan.  A portion of the
Partnership?s gains for the year was offset by a loss of
approximately 0.4% in the currency sector from long U.S. dollar
positions versus the euro and Australian dollar as the U.S.
dollar?s value reversed lower in January on expectations that a
string of increases in interest rates by the U.S. Federal Reserve
would end.  Also pushing the value of the U.S. dollar lower
against its rivals was speculation that China, with a massive
<page> U.S. dollar reserve, might diversify some of its assets
into other currencies. In February, further losses were recorded
from short U.S. dollar positions relative to the Australian
dollar as the value of the U.S. dollar reversed higher due to
predictions that U.S. interest rates would continue to increase.
The value of the Australian dollar also moved lower in the wake
of a temporary decline in gold prices.  Further losses in the
currency markets were recorded during May and June from long
positions in the Australian dollar versus the U.S. dollar as the
value of the U.S. dollar reversed higher after hawkish comments
from several U.S. Federal Reserve officials implied another
interest rate hike was necessary to help contain rising
inflation.  Losses were incurred during early July from short
positions in the U.S. dollar against the euro and Swiss franc as
the U.S. dollar strengthened against most of its major rivals
following narrower-than-expected May U.S. trade deficit data.
Meanwhile, the value of the euro was pressured lower after the
European Central Bank decided to keep interest rates unchanged.
Further losses were also recorded from short positions in the
British pound versus the euro and U.S. dollar as the British
pound strengthened amid strong economic growth in the United
Kingdom.  Finally, during August, losses were incurred from short
positions in the U.S. dollar versus the Swiss franc, euro, and
Australian dollar as the U.S. dollar reversed higher in late
August and early September after revisions to U.S. quarterly
productivity data showed that unit labor costs had risen in 2006
<page> at the fastest pace since 1990.  Within the energy sector,
further losses of approximately 0.4% were recorded primarily
during May from long futures positions in crude oil as prices
fell on renewed optimism that the standoff between Iran and the
West would be resolved diplomatically.  During June, smaller
losses were incurred from short futures positions in crude oil
and its related products as prices reversed higher amid reports
from the U.S. Department of Energy showing lower-than-expected
levels of domestic gasoline inventories and fears of supply
disruptions in the Gulf of Mexico.

For an analysis of unrealized gains and (losses) by contract type
and a further description of 2008 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2008, which is incorporated by reference to Exhibit
13.01 of this Form 10-K.

The Partnership's gains and losses are allocated among its
partners for income tax purposes.

Off-Balance Sheet Arrangements and Contractual Obligations.
The Partnership does not have any off-balance sheet arrangements,
nor does it have contractual obligations or commercial
commitments to make future payments that would affect its
liquidity or capital resources.

<page> Market Risk.
The Partnership is a party to financial instruments with elements
of off-balance sheet market and credit risk.  The Partnership
trades futures contracts, options on futures contracts, and
forward contracts on physical commodities and other commodity
interests, including, but not limited to, foreign currencies,
financial instruments, metals, energy, and agricultural products.
In entering into these contracts, the Partnership is subject to
the market risk that such contracts may be significantly
influenced by market conditions, such as interest rate volatility,
resulting in such contracts? being less valuable. If the markets
should move against all of the positions held by the Partnership
at the same time, and the Trading Advisor was unable to offset
positions of the Partnership, the Partnership could lose all of
its assets and the limited partners would realize a loss equal to
100% of their capital account.

In addition to the Trading Advisor's internal controls, the
Trading Advisor must comply with the Partnership?s trading
policies that include standards for liquidity and leverage that
must be maintained.  The Trading Advisor and Demeter monitor the
Partnership's trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Advisor to
modify positions of the Partnership if Demeter believes they
violate the Partnership's trading policies.

<page> Credit Risk.
In addition to market risk, in entering into futures, forward, and
options contracts, there is a credit risk to the Partnership that
the counterparty on a contract will not be able to meet its
obligations to the Partnership. The ultimate counterparty or
guarantor of the Partnership for futures, forward, and options
contracts traded in the United States and most foreign exchanges
on which the Partnership trades is the clearinghouse associated
with such exchange.  In general, a clearinghouse is backed by the
membership of the exchange and will act in the event of non-
performance by one of its members or one of its member?s
customers, which should significantly reduce this credit risk.
There is no assurance that a clearinghouse, exchange, or other
exchange member will meet its obligations to the Partnership, and
Demeter and the commodity brokers will not indemnify the
Partnership against a default by such parties. Further, the law is
unclear as to whether a commodity broker has any obligation to
protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades effected for the broker?s
customers.  In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.

Demeter deals with these credit risks of the Partnership in
several ways.  First, Demeter monitors the Partnership?s credit
exposure to each exchange on a daily basis.  The commodity
<page> brokers inform the Partnership, as with all of their
customers, of the Partnership?s net margin requirements for all
of its existing open positions, and Demeter has installed a
system which permits it to monitor the Partnership?s potential
net credit exposure, exchange by exchange, by adding the
unrealized trading gains on each exchange, if any, to the
Partnership?s margin liability thereon.

Second, the Partnership?s trading policies limit the amount of its
Net Assets that can be committed at any given time to futures
contracts and require a minimum amount of diversification in the
Partnership?s trading, usually over several different products and
exchanges.  Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total Net Assets and on those relatively few occasions where the
Partnership?s credit exposure climbs above such level, Demeter
deals with the situation on a case by case basis, carefully
weighing whether the increased level of credit exposure remains
appropriate.  Material changes to the trading policies may be made
only with the prior written approval of the limited partners
owning more than 50% of Units then outstanding.

Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together with
MS&Co., has determined to be creditworthy.  The Partnership
<page> presently deals with MS&Co. as the sole counterparty on all
trading of foreign currency forward contracts.

For additional information, see the ?Financial Instruments?
section under ?Notes to Financial Statements? in the
Partnership?s Annual Report to Limited Partners for the year
ended December 31, 2008, which is incorporated by reference to
Exhibit 13.01 of this Form 10-K.

Inflation has not been a major factor in the Partnership?s
operations.

New Accounting Developments.
In September 2006, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards
(?SFAS?) No. 157 ("SFAS 157"), "Fair Value Measurements".  Fair
value is the amount that would be recovered when an asset is sold
or an amount paid to transfer a liability, in an ordinary
transaction between market participants at the measurement date
(exit price).  Market price observability is impacted by a number
of factors, including the types of investments, the
characteristics specific to the investment, and the state of the
market price (including the existence and the transparency of
transactions between market participants).  Investments with
readily available actively quoted prices in an ordinary market
<page> will generally have a higher degree of market price
observability and a lesser degree of judgment used in measuring
fair value.

SFAS 157 requires use of a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value
into three levels: Level 1 ? unadjusted quoted market prices in
active markets for identical assets and liabilities; Level 2 -
inputs other than unadjusted quoted market prices that are
observable for the asset or liability, either directly or
indirectly (including quoted prices for similar investments,
interest rates, credit risk); and Level 3 - unobservable inputs
for the asset or liability (including the Partnership?s own
assumptions used in determining the fair value of investments).
In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy.  In such
cases, an investment?s level within the fair value hierarchy is
based on the lowest level of input that is significant to the
fair value measurement.  The Partnership?s assessment of the
significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific
to the investment.

The Partnership adopted SFAS 157 as of January 1, 2008.  The
adoption of SFAS 157 did not have a material impact on the
Partnership?s financial statements.

<page> The following table summarizes the valuation of the
Partnership?s investments by the above SFAS 157 fair value
hierarchy as of December 31, 2008:  <table> <caption>



Assets
  Quoted Prices in
 Active Markets for
   Identical Assets
         (Level 1)
Significant Other
     Observable
         Inputs
       (Level 2)
 Significant
  Unobservable
    Inputs
  (Level 3)




      Total


<c>
<c>
 <c>

<c>
Unrealized gain (loss) on open
contracts


$ 7,949,609

         $ (439,123)

 n/a


                   $ 7,510,486

</table>
In March 2008, the FASB issued SFAS No. 161, ?Disclosures about
Derivative Instruments and Hedging Activities? ("SFAS 161").
SFAS 161 is intended to improve financial reporting about
derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand how
those instruments and activities are accounted for; how and why
they are used; and their effects on a Partnership?s financial
position, financial performance, and cash flows.  SFAS 161 is
effective for financial statements issued for fiscal years
beginning after November 15, 2008, and interim periods within
those fiscal years.  The Partnership is currently evaluating the
impact of the adoption of SFAS 161.

In September 2008, the FASB issued FASB Staff Position (?FSP?)
Financial Accounting Standards (?FAS?) No. 133-1 and FIN 45-4,
Disclosures about Credit Derivatives and Certain Guarantees: An
Amendment of FASB Statement No. 133 and FASB Interpretation No.
45; and Clarification of the Effective Date of FASB Statement No.
161 (?FSP FAS No. 133-1 and FIN 45-4?).  FSP FAS No. 133-1 and
<page> FIN 45-4 is intended to improve disclosures about credit
derivatives by requiring more information about the potential
adverse effects of changes in credit risk on the financial
position, financial performance, and cash flows of the sellers of
credit derivatives. The FSP is effective for financial statements
issued for reporting periods ending after November 15, 2008.  The
Partnership is currently evaluating the impact of adopting FSP
FAS No. 133-1 and FIN 45-4.

In October 2008, the FASB issued FSP FAS No. 157-3, Determining
the Fair Value of a Financial Asset When the Market for That
Asset is Not Active (?FSP FAS No. 157-3?).  FSP FAS No. 157-3
clarifies the application of SFAS No. 157 in a market that is not
active and provides an example to illustrate key considerations
in determining the fair value of a financial asset when the
market for the financial asset is not active.  FSP FAS No. 157-3
is effective upon issuance, including prior periods for which
financial statements have not been issued.  The issuance of FSP
FAS No. 157-3 did not have a material impact on the Partnership?s
financial statements.






<page>
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions, and
consequently in its earnings, whether realized or unrealized, and
cash flow.  Gains and losses on open positions of exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are settled daily through variation
margin.  Gains and losses on off-exchange-traded forward currency
contracts are settled upon termination of the contract.  However,
the Partnership is required to meet margin requirements equal to
the net unrealized loss on open forward currency contracts in the
<page> Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a custody
account held at MS&Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership typically to be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e. ?risk of
ruin?) that far exceed the Partnership?s experiences to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
<page> section and significantly exceed the Value at Risk (?VaR?)
tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

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

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
<page> constructing a distribution of hypothetical daily changes
in the value of a trading portfolio.  The VaR model takes into
account linear exposures to risks including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables. The hypothetical changes in portfolio value
are based on daily percentage changes observed in key market
indices or other market factors (?market risk factors?) to which
the portfolio is sensitive.  The one-day 99% confidence level of
the Partnership?s VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors, would
have been exceeded once in 100 trading days, or one day in 100.
VaR typically does not represent the worst case outcome.  Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.
<page>
VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic reporting
purposes only and is not utilized by either Demeter or the Trading
Advisor in their daily risk management activities.  Please further
note that VaR as described above may not be comparable to
similarly-titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at December 31, 2008 and 2007. At
December 31, 2008 and 2007, the Partnership?s total capital-
ization was approximately $172 million and $136 million,
respectively.
<table> <caption>
Primary Market        December 31, 2008    December 31, 2007
Risk Category           Value at Risk        Value at Risk

						<c>				<c>
Interest Rate  		  (0.69)%          	  (1.33)%

Currency				  (0.14)	         	  (0.82)

Equity                     (0.05)	            (0.12)

Commodity                  (0.52)	            (1.73)

Aggregate Value at Risk    (0.94)%	            (2.50)%

</table>
<page> The VaR for a market category represents the one-day
downside risk for the aggregate exposures associated with this
market category. The Aggregate Value at Risk listed above
represents the VaR of the Partnership?s open positions across all
the market categories, and is less than the sum of the VaRs for
all such market categories  due to the diversification benefit
across asset classes.

Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day.  Such changes could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the December 31, 2008, VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
as a percentage of total Net Assets for the four quarter-end
reporting periods from January 1, 2008, through December 31,
2008.
<table> <caption>
Primary Market Risk Category        High       Low      Average

							<c>			<c>		<c>
Interest Rate					(0.69)%	 (0.48)%	  (0.57)%
Currency						(0.65)	 (0.14)	  (0.34)
Equity						(0.56)	 (0.05)	  (0.28)
Commodity 					(1.40)	 (0.52)	  (0.83)
Aggregate Value at Risk			(1.64)%	 (0.94)%	  (1.16)%

</table>
<page>
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result
in accurate predictions of the distributions and
correlations of future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to
current trading positions while future risk depends on
future positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR
estimation may provide only limited insight into losses that
could be incurred under certain unusual market movements.

<page> In addition, the VaR tables above, as well as the past
performance of the Partnership, give no indication of the
Partnership?s potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at December 31, 2008 and 2007, and for the four
quarter-end reporting periods during calendar year 2008.  VaR is
not necessarily representative of the Partnership?s historic
risk, nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.


Non-Trading Risk

The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of December 31, 2008, such
amount is equal to approximately 104% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
<page> in a decline in the Partnership?s cash management income.
This cash flow risk is not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ? constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisor
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
<page> new market participants, increased regulation, and many
other factors could result in material losses, as well as in
material changes to the risk exposures and the risk management
strategies of the Partnership. Investors must be prepared to lose
all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at December 31, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The largest market exposure of the Partnership at
December 31, 2008, was to the global interest rate sector.
Exposure was primarily spread across European, U.S., Australian,
Japanese, and Canadian 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 U.S. and the
other G-7 countries. The G-7 countries consist of France, the
U.S., the United Kingdom, Germany, Japan, Italy, and Canada.
However, the Partnership also takes futures positions in the
government debt of smaller countries ? e.g., Australia.  Demeter
anticipates that the G-7 countries? interest rates will remain the
<page> 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.

Currency.  At December 31, 2008, the Partnership had market
exposure to the currency sector. The Partnership?s currency
exposure is to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs.  Interest rate changes,
as well as political and general economic conditions influence
these fluctuations.  The Partnership trades a number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At December 31, 2008, the
Partnership?s major exposures were to euro, Norwegian krone, and
Swedish krona currency crosses, as well as to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity.  At December 31, 2008, the Partnership had market exposure
to the global stock index sector, primarily 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 <page>
indices.  At December 31, 2008, the Partnership?s primary market
exposures were to the SPI 200 (Australia), TOPIX (Japan), Hang
Seng (Hong Kong), Nikkei 225 (Japan), Euro Stox 50 (Europe), and
Taiwan (Taiwan) stock indices.  The Partnership is typically
exposed to the risk of adverse price trends or static markets in
the U.S., European, and Pacific Rim stock indices. Static markets
would not cause major market changes, but would make it difficult
for the Partnership to avoid trendless price movements, resulting
in numerous small losses.

Commodity.
Soft Commodities and Agriculturals.  The second largest
market exposure of the Partnership at December 31, 2008, was
to the markets that comprise these sectors.  Most of the
exposure was to the coffee, cocoa, sugar, corn, soybeans,
lean hogs, wheat, cotton, live cattle, soybean mean, soybean
oil, rapeseed, orange juice, and feeder cattle markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

Energy.  The third largest market exposure of the Partnership
at December 31, 2008, was to the energy sector.  The
Partnership?s primary energy exposure was to futures
contracts in crude oil and its related products, as well as
natural gas. Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
<page> as well as weather patterns, and other economic
fundamentals. Significant profits and losses, which have been
experienced in the past, are expected to continue to be
experienced in the future.  Natural gas has exhibited
volatility in price resulting from weather patterns and
supply and demand factors and will likely continue in this
choppy pattern.

Metals.	At December 31, 2008, the Partnership had market
exposure to the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as aluminum, zinc, copper, nickel, and lead, in addition
to precious metals, such as silver and gold.  Economic
forces, supply and demand inequalities, geopolitical factors,
and market expectations influence price movements in these
markets.  The Trading Advisor utilizes the trading system(s)
to take positions when market opportunities develop, and
Demeter anticipates that the Trading Advisor will continue to
do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2008:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at December 31, 2008, were in Canadian
dollars, Australian dollars, euros, Japanese yen, Swiss
<page> francs, British pounds, Hong Kong dollars, and Swedish
kronor.  The Partnership controls the non-trading risk of
foreign currency balances by regularly converting them back
into U.S. dollars upon liquidation of their respective
positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors through the selection of a
Commodity Trading Advisor and by daily monitoring its performance.
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.

Demeter monitors and controls the risk of the Partnership?s
non-trading instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report, which is filed as Exhibit 13.01
hereto.
<page> <table>
Supplementary data specified by Item 302 of Regulation S-K:

Summary of Quarterly Results (Unaudited)

Quarter    Total Trading Results       Net          Net Income/
Ended   including interest income  Income/(Loss)  (Loss) Per Unit

				<c>			<c>				<c>
2008
March 31       $ 19,930,477      $  14,168,850        $  1.89
June 30          11,855,613          8,148,849           0.98
September 30    (14,907,929)       (18,270,851)         (2.19)
December 31      38,150,983         31,759,434           3.66

Total          $ 55,029,144      $  35,806,282         $ 4.34

2007
March 31       $ (4,771,189)     $  (7,892,377)        $(1.08)
June 30          20,780,632         17,325,721           2.33
September 30     (7,431,159)       (10,026,905)         (1.35)
December 31       8,973,192          6,367,496           0.86

Total          $ 17,551,476      $   5,773,935         $ 0.76
</table>

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	  AND FINANCIAL DISCLOSURE

None.


Item 9A.  CONTROLS AND PROCEDURES
	As of the end of the period covered by this annual report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness of
the Partnership?s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

<page>
	Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.

Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting.  The internal control over financial
reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with
generally accepted accounting principles.

The Partnership?s internal control over financial reporting
includes those policies and procedures that:

*	Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;


*	Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and
that the Partnership?s transactions are being made only in
accordance with authorizations of Management and directors;
and

*	Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
<page> the Partnership?s assets that could have a material
effect on the Financial Statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31,
2008.  In making this assessment, Management used the criteria
set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
Based on our assessment and those criteria, Management believes
that the Partnership maintained effective internal control over
financial reporting as of December 31, 2008.

Attestation Report of the Registered Public Accounting Firm
Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on the
Partnership?s internal control over financial reporting.  This
report, which expresses an unqualified opinion on the
Partnership?s internal control over financial reporting, appears
under ?Report of Independent Registered Public Accounting Firm?
<page> in the Partnership?s Annual Report to Limited Partners for
the year ended December 31, 2008.

Changes in Internal Control over Financial Reporting
There have been no material changes during the period covered by
this annual report in the Partnership?s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

Item 9A(T).  CONTROLS AND PROCEDURES
Not applicable.


Item 9B.  OTHER INFORMATION
None.

<page> PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter, its general partner.

Directors and Officers of the General Partner
The directors and executive officers of Demeter are as follows:

Effective May 1, 2006, Mr. Walter Davis, age 44, is a Director,
Chairman of the Board of Directors, and President of Demeter.
Mr. Davis is a Managing Director at Morgan Stanley and the
Director of Morgan Stanley?s Managed Futures Department.  Prior
to joining Morgan Stanley in 1999, Mr. Davis worked for Chase
Manhattan Bank?s Alternative Investment Group.  Throughout his
career, Mr. Davis has been involved with the development,
management, and marketing of a diverse array of commodity pools,
hedge funds, and other alternative investment funds.  Mr. Davis
received an M.B.A in Finance and International Business from the
Columbia University Graduate School of Business in 1992 and a
B.A. degree in Economics from the University of the South in
1987.

Effective December 5, 2002, Mr. Frank Zafran, age 53, is a
Director of Demeter.  Mr. Zafran is a Managing Director at Morgan
Stanley and, in January 2007, was named Director of Annuity and
Insurance Services. Previously, Mr. Zafran was Director of the
Wealth Solutions Division. Mr. Zafran joined the firm in 1979 and
<page> has held various positions in Corporate Accounting and the
Insurance Department, including Senior Operations Officer ?
Insurance Division, until his appointment in 2000 as Director of
Retirement Plan Services, responsible for all aspects of 401(k)
Plan Services, including marketing, sales, and operations.
Subsequently, he was named Chief Administrative Officer of Morgan
Stanley?s Client Solution Division in 2002.  Mr. Zafran received
a B.S. degree in Accounting from Brooklyn College, New York.

Effective March 31, 2003, Mr. Douglas J. Ketterer, age 43, is a
Director of Demeter.  Mr. Ketterer is a Managing Director of
Morgan Stanley and is head of the Product Group.  The Product
Group is comprised of a number of departments (including, among
others, the Alternative Investments Group, Consulting Services
Group, Annuities & Insurance Department, Banking & Lending,
Mutual Fund Department, and Retirement & Equity Solutions Group),
which offer products and services through Morgan Stanley?s Global
Wealth Management Group. Mr. Ketterer joined Morgan Stanley in
1990 and has served in many roles in the corporate
finance/investment banking, asset management, and wealth
management divisions of the firm. Mr. Ketterer received his M.B.A
from New York University?s Leonard N. Stern School of Business
and his B.S. degree in Finance from the University at Albany?s
School of Business.

Effective May 1, 2005, Mr. Harry Handler, age 50, is a Director
of Demeter. Mr. Handler serves as an Executive Director at Morgan
<page> Stanley in the Global Wealth Management Group. Mr. Handler
works in the Capital Markets Division as Equity Business Officer.
Additionally, Mr. Handler serves as Chairman of the Global Wealth
Management Group?s Best Execution Committee and manages the Stock
Lending business.  In his prior position, Mr. Handler was a
Systems Director in Information Technology, in charge of Equity
and Fixed Income Trading Systems along with the Special Products,
such as Unit Trusts, Managed Futures, Futures and Annuities.
Prior to his transfer to the Information Technology Area, Mr.
Handler managed the Foreign Currency and Precious Metals Trading
Desk of Dean Witter, a predecessor company to Morgan Stanley.  He
also held various positions in the Futures Division where he
helped to build the Precious Metals Trading Operation of Dean
Witter. Before joining Dean Witter, Mr. Handler worked at Mocatta
Metals as an Assistant to the Chairman. His roles at Mocatta
Metals included stints on the Futures Order Entry Desk and the
Commodities Exchange Trading Floor.  Additional work included
building a computerized Futures Trading System and writing a
history of the company.  Mr. Handler graduated on the Dean?s List
from the University of Wisconsin-Madison with a B.A. degree and a
double major in History and Political Science.

Effective March 20, 2008, Mr. Jose Morales, age 32, is a Director
of Demeter.  Mr. Morales is an Executive Director at Morgan
Stanley and has headed the Product Development Group for the
firm?s Global Wealth Management business since August 2007.  Mr.
Morales joined the firm in September 1998 as an analyst in the
<page> investment management division, and subsequently held
positions in the Morgan Stanley Investment Management Global
Product Development Group from May 2000 to December 2003, in the
Global Wealth Management Product Development Group from December
2003 to June 2006, and in Global Wealth Management Alternative
Investments Product Development & Management from June 2006 to
August 2007.  Mr. Morales is a member of the Global Wealth
Management New Products Committee and the Consulting Services Due
Diligence Committee.  Prior to his appointment as a Director of
Demeter, Mr. Morales served as a member of the Managed Futures
Investment Management Committee from March 2005 to March 2008.
Mr. Morales received an M.B.A. with a concentration in Finance
from the New York University?s Lenard N. Stern School of Business
in June 2007 and a B.S. degree in International Business
Administration with a concentration in Economics from Fordham
University in 1998.

Effective May 1, 2006, Mr. Michael P. McGrath, age 40, is a
Director of Demeter.  Mr. McGrath is a Managing Director at
Morgan Stanley and currently serves as the Product Director for
the Consulting Services Group of Morgan Stanley.  In this
capacity, he is responsible for all aspects of product strategy
and management for the Firm?s managed account division.  Mr.
McGrath also serves on the Management Committee of the Global
Wealth Management Group (?GWMG?).  Previously, Mr. McGrath was
Chief Operating Officer for Private Wealth Management North
America and Private Wealth Management Latin America.  Prior to
<page> that, Mr. McGrath was Director of Product Development for
GWMG.  Before joining Morgan Stanley in May 2004, Mr. McGrath
served as a Managing Director for Nuveen Investments, overseeing
the development of alternative investment products for the ultra-
high net worth investor.  Mr. McGrath received his B.A. degree
from Saint Peter?s College in 1990 and his M.B.A in Finance from
New York University in 1996.

Effective September 22, 2006, Mr. Jacques Chappuis, age 39, is a
Director of Demeter.  Mr. Chappuis is a Managing Director of
Morgan Stanley and Head of Alternative Investments for the Global
Wealth Management Group.  Prior to joining Morgan Stanley in
August 2006, Mr. Chappuis was Head of Alternative Investments for
Citigroup?s Global Wealth Management Group and prior to that, a
Managing Director at Citigroup Alternative Investments.  Before
joining Citigroup, Mr. Chappuis was a consultant at the Boston
Consulting Group, where he focused on the financial services
sector, and a corporate finance Associate at Bankers Trust
Company.  Mr. Chappuis received an M.B.A in Finance, with honors,
from the Columbia University Graduate School of Business in 1998
and a B.A. degree in Finance from Tulane University in 1991.

Effective December 3, 2007, Mr. Christian Angstadt, age 47,
serves as Chief Financial Officer of Demeter.  He is an Executive
Director within Morgan Stanley?s Financial Control Group.  Mr.
Angstadt also serves as Chief Financial Officer for Morgan
<page> Stanley Trust NA, and is responsible for the governance
and overall financial management of the regulated bank. Since
joining Morgan Stanley in April 1990, Mr. Angstadt has held
several positions within the firm?s Financial Control Group,
mostly supporting the Asset Management segment (including Chief
Financial Officer for Morgan Stanley Asset Management Operations
and Morgan Stanley Trust FSB).  Mr. Angstadt received a B.A.
degree in Accounting from Montclair University.

All of the foregoing directors have indefinite terms.

Effective April 1, 2008, Mr. Andrew Saperstein no longer serves
as Director of Demeter.

Effective December 15, 2008, Mr. Michael Durbin no longer serves
as a Director of Demeter.

Effective December 15, 2008, Mr. Richard Gueren no longer serves
as a Director of Demeter.




<page>
Section 16(a) Beneficial Ownership Reporting Compliance
To the Partnership?s knowledge, all required Section 16(a) filings
during the fiscal year ended December 31, 2008, were timely and
correctly made except that Jose Morales filed a late Form 3 and
Michael Durbin filed a late Form 3.

Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.  The Partnership is operated by its
general partner, Demeter.  The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
of Morgan Stanley and are subject to the code of ethics adopted by
Morgan Stanley, the text of which can be viewed on Morgan
Stanley?s website at http://www.morganstanley.com/ourcommitment/
codeofconduct.html.

The Audit Committee
The Partnership is operated by its general partner, Demeter, and
has no audit committee.  However, Demeter has a Disclosure
committee that meets quarterly to review periodic filings made by
the Partnership for which Demeter acts as the general partner.

<page>
Item 11.  EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers.  As a
limited partnership, the business of the Partnership is managed by
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no compensation
for such services.

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners ? At December
31, 2008, there were no persons known to be beneficial owners of
more than 5 percent of the Units.

(b) Security Ownership of Management - At December 31, 2008,
Demeter owned 77,106.223 Units of general partnership interest,
representing a 1.01 percent interest in the Partnership.

(c) Changes in Control ? None.


Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE


Refer to Note 2 - "Related Party Transactions" of "Notes to
Financial Statements", in the accompanying Annual Report to
Limited Partners for the year ended December 31, 2008, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K.  In
its capacity as the Partnership's retail commodity broker, MS&Co.
<page> received commodity brokerage fees (paid and accrued by the
Partnership) of $9,627,330 for the year ended December 31, 2008.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
MS&Co., on behalf of the Partnership, pays all accounting fees.
The Partnership reimburses MS&Co. through the brokerage fees it
pays, as discussed in the Notes to Financial Statements in the
Annual Report to the Limited Partners for the year ended December
31, 2008.

(1) 	Audit Fees.  The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit
of the Partnership?s Financial Statements and review of the
Financial Statements included in the Quarterly Reports on Form
10-Q, audit of Management?s assessments of the effectiveness of
the internal control over financial reporting, and in connection
with statutory and regulatory filings were approximately $50,896
for the year ended December 31, 2008, and $50,751 for the year
ended December 31, 2007.

(2)	Audit-Related Fees.  None.

(3)	Tax Fees.  The Partnership did not pay Deloitte & Touche LLP
any amounts in 2008 and 2007 for professional services in
connection with tax compliance, tax advice, and tax planning.  The
Partnership engaged another unaffiliated professional firm to
<page> provide services in connection with tax compliance, tax
advice, and tax planning.


(4) All Other Fees.  None.



Because the Partnership has no audit committee, the Board of
Directors of Demeter, its general partner, functions as the audit
committee with respect to the Partnership.  The Board of Directors
of Demeter has not established pre-approval policies and
procedures with respect to the engagement of audit or permitted
non-audit services rendered to the Partnership.  Consequently, all
audit and permitted non-audit services provided by Deloitte &
Touche LLP that are borne by MS&Co. through the brokerage fees
paid for by the Partnership are approved by Morgan Stanley?s Board
Audit Committee and the Board of Directors of Demeter.


<page> PART IV
Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


1. Listing of Financial Statements
   The following Financial Statements and report of independent
   registered public accounting firm, all appearing in the
   accompanying Annual Report to Limited Partners for the year
   ended December 31, 2008, are incorporated by reference to
   Exhibit 13.01 of this Form 10-K:
-	Report of Deloitte & Touche LLP, independent registered
public accounting firm, for the years ended December 31,
2008, 2007, and 2006.

-	Statements of Financial Condition, including the Condensed
Schedules of Investments, as of December 31, 2008 and
2007.

-	Statements of Operations, Changes in Partners' Capital,
and Cash Flows for the years ended December 31, 2008,
2007, and 2006.

	-  Notes to Financial Statements.


   With the exception of the aforementioned information and the
   information incorporated in Items 7, 8 and 13, the Annual
   Report to Limited Partners for the year ended December 31,
   2008, is not deemed to be filed with this report.

2. Listing of Financial Statement Schedules
   No Financial Statement schedules are required to be filed with
   this report.

<page>
3. Exhibits
    For the exhibits incorporated by reference or filed herewith
   to this report, refer to Exhibit Index on Pages E-1 to E-4.


	<page> SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


				MORGAN STANLEY CHARTER ASPECT L.P.
					(Registrant)

				BY:	Demeter Management Corporation,
					General Partner

March 31, 2009        BY:  /s/  Walter Davis
                                Walter Davis, President


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.


BY: /s/ 	Walter Davis	                       	      March 31, 2009
	  	Walter Davis, President

    /s/    Frank Zafran       	             		      March 31, 2009
           Frank Zafran, Director

    /s/    Douglas J. Ketterer   	             	      March 31, 2009
           Douglas J. Ketterer, Director

    /s/    Harry Handler		           	      March 31, 2009
	    	Harry Handler, Director

    /s/  	Jose A. Morales		                      March 31, 2009
	    	Jose A. Morales, Director

    /s/	Michael P. McGrath	                 	      March 31, 2009
	  	Michael P. McGrath, Director

    /s/  	Jacques Chappuis		              March 31, 2009
	    	Jacques Chappuis, Director

    /s/  	Christian Angstadt	                      March 31, 2009
	    	Christian Angstadt, Chief Financial Officer









<page> EXHIBIT INDEX

ITEM

3.01	Form of Amended and Restated Limited Partnership
Agreement of the Partnership, is incorporated by
reference to Exhibit A of the Partnership?s Prospectus,
dated May 1, 2008, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on May 6, 2008.
3.02	Certificate of Limited Partnership, dated March 1, 1994,
is incorporated by reference to Exhibit 3.02 of the
Partnership?s Registration Statement on Form S-1 (File
No. 33-71654) filed with the Securities and Exchange
Commission on November 12, 1993.
3.03	Certificate of Amendment of Certificate of Limited
Partnership, dated October 11, 2000 (changing its name
from DWFCM International Access Fund L.P.), is
incorporated by reference to Exhibit 3.03 of the
Partnership?s Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-41684)
filed with the Securities and Exchange Commission on
March 30, 2001.
3.04	Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Charter DWFCM L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-26282) filed with the
Securities and Exchange Commission on November 6, 2001.
3.05	Certificate of Amendment of Certificate of Limited
Partnership, dated October 16, 2006 (changing its name
from Morgan Stanley Charter MSFCM L.P.), is incorporated
by reference to Exhibit 3.05 of the Partnership?s Form
8-K (File No. 0-26282) filed with the Securities and
Exchange Commission on October 19, 2006.
10.01	Management Agreement among the Partnership, Demeter, and
Aspect Capital Limited, dated as of October 16, 2006, is
incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-26282) filed with the
Securities and Exchange Commission on October 19, 2006.



<page>
10.01(a)	Amendment No. 1 to Management Agreement among the
Partnership, Demeter, and Aspect Capital Limited, dated
as of December 20, 2006, is  incorporated by reference to
Exhibit 10.01(a) of the Partnership?s Form 8-K (File No.
0-26282) filed with the Securities and Exchange
Commission on December 21, 2006.
10.01(b)	Amendment No. 2 to Management Agreement among the
Partnership, Demeter, and Aspect Capital Limited, dated
as of January 29, 2007, is  incorporated by reference to
Exhibit 10.01(b) of the Partnership?s Form 8-K (File No.
0-26282) filed with the Securities and Exchange
Commission on February 2, 2007.
10.01(c)	Amendment No. 3 to Management Agreement among the
Partnership, Demeter, and Aspect Capital Limited, dated
as of October 9, 2007, is  incorporated by reference to
Exhibit 10.01(c) of the Partnership?s Form 8-K (File No.
0-26282) filed with the Securities and Exchange
Commission on October 15, 2007.
10.05	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser of Units is
incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated May 1, 2008, as filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on May 6, 2008.
10.06	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of May 19,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-26282) filed with
the Securities and Exchange Commission on November 6,
2001.
10.06(a)	Amendment No. 1 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc. is incorporated by
reference to Exhibit 10.06(a) of the Partnership?s Form
10-Q (File No. 0-26282) filed with the Securities and
Exchange Commission on November 14, 2005.
10.06(b)	Amendment No. 2 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated July 1,
2005, is incorporated by reference to Exhibit 10.06(b) of
the Partnership?s Form 10-Q (File No. 0-26282) filed with
the Securities and Exchange Commission on August 10,
2005.

<page>
10.07	Commodity Futures Customer Agreement between MS&Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of May 1, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership?s Form 8-K
(File No. 0-26282) filed with the Securities and Exchange
Commission on November 6, 2001.
10.08	Customer Agreement between the Partnership and MSIP,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No. 0-
26282) filed with the Securities and Exchange Commission
on November 6, 2001.
10.09	Foreign Exchange and Options Master Agreement between
MS&Co. and the Partnership, dated as of August 30, 1999,
is incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-26282) filed with the
Securities and Exchange Commission on November 6, 2001.
10.10	Escrow Agreement, dated as of July 25, 2007, among The
Bank of New York, Demeter, and Morgan Stanley & Co.
Incorporated is incorporated by reference to Exhibit
10.10 of the Partnership?s Form 8-K (File No. 0-26282)
filed with the Securities and Exchange Commission on July
31, 2007.
10.11	Form of Subscription Agreement Update Form is
incorporated by reference to Exhibit C of the
Partnership?s Prospectus, dated May 1, 2008, as filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on May 6, 2008.
10.12	Securities Account Control Agreement among the
Partnership and MS&Co. dated as of May 1, 2000, is
incorporated by reference to Exhibit 10.03 of the
Partnership?s Form 8-K (File No. 0-26282) filed with the
Securities and Exchange Commission on November 6, 2001.
13.01	December 31, 2008, Annual Report to Limited Partners is
filed herewith.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.


<page>
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.







E-4


<PAGE>

                                                                 Morgan Stanley
                                                                 Charter Series
  December 31, 2008
  Annual Report


    [LOGO]


<PAGE>

MORGAN STANLEY CHARTER SERIES

HISTORICAL FUND PERFORMANCE

Presented below is the percentage change in Net Asset Value per Unit from the
start of every calendar year each Fund has traded. Also provided is the
inception-to-date return and the compound annualized return since inception for
each Fund. Past performance is no guarantee of future results.

<TABLE>
<CAPTION>
                                                                                                                     INCEPTION-
                                                                                                                      TO-DATE
                    1994    1995 1996 1997 1998   1999    2000  2001    2002   2003  2004   2005  2006   2007  2008    RETURN
FUND                 %       %    %    %    %      %       %     %       %      %     %      %     %      %     %        %
--------------------------------------------------------------------------------------------------------------------------------
<S>               <C>       <C>  <C>  <C>  <C>  <C>       <C>  <C>    <C>      <C>   <C>   <C>    <C>   <C>    <C>   <C>
Charter Campbell.    --      --  --    --  --      --      --    --    (4.2)   16.3   3.9   9.7    3.1  (15.0) (2.2)    8.8
                                                                      (3 mos.)
--------------------------------------------------------------------------------------------------------------------------------
Charter Aspect...   (7.3)   21.9 4.0  26.2 5.1    (9.2)   23.8 (3.3)    29.1   (5.1) (5.6) (19.6) 10.5   4.4   23.9    124.8
                  (10 mos.)
--------------------------------------------------------------------------------------------------------------------------------
Charter Graham...    --      --  --    --  --      2.9    22.0  9.7     36.8   16.1   1.3  (16.1)  4.6   13.2  32.3    191.3
                                                (10 mos.)
--------------------------------------------------------------------------------------------------------------------------------
Charter WCM......    --      --  --    --  --     (7.2)   12.1 (11.3)   21.1   (0.6) (5.3) (0.6)  (2.4)  10.4  15.5    30.2
                                                (10 mos.)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                   COMPOUND
                  ANNUALIZED
                    RETURN
FUND                  %
----------------------------
<S>               <C>
Charter Campbell.    1.4

----------------------------
Charter Aspect...    5.6

----------------------------
Charter Graham...    11.5

----------------------------
Charter WCM......    2.7

----------------------------
</TABLE>

<PAGE>

DEMETER MANAGEMENT CORPORATION

522 Fifth Avenue, 13th Floor
New York, NY 10036
Telephone (212) 296-1999

MORGAN STANLEY CHARTER SERIES
ANNUAL REPORT
2008

Dear Limited Partner:

  This marks the seventh annual report for Morgan Stanley Charter Campbell
L.P., the fifteenth annual report for Morgan Stanley Charter Aspect L.P., and
the tenth annual report for Morgan Stanley Charter Graham L.P. and Morgan
Stanley Charter WCM L.P. The Net Asset Value per Unit for each of the four
Charter Series Funds ("Fund(s)") as of December 31, 2008 was as follows:

<TABLE>
<CAPTION>
                                                % CHANGE
                       FUNDS             N.A.V. FOR YEAR
                       ---------------------------------
                       <S>               <C>    <C>
                       Charter Campbell  $10.88  -2.2%
                       ---------------------------------
                       Charter Aspect    $22.48  23.9%
                       ---------------------------------
                       Charter Graham    $29.13  32.3%
                       ---------------------------------
                       Charter WCM       $13.02  15.5%
                       ---------------------------------
</TABLE>

  Since its inception in October 2002, Charter Campbell has returned 8.8% (a
compound annualized return of 1.4%). Since its inception in March 1994, Charter
Aspect has returned 124.8% (a compound annualized return of 5.6%). Since their
inception in March 1999, Charter Graham has returned 191.3% (a compound
annualized return of 11.5%) and Charter WCM has returned 30.2% (a compound
annualized return of 2.7%).

  Detailed performance information for each Fund is located in the body of the
financial report. (Note: all returns are net of all fees). For each Fund, we
provide a chart that portrays trading gains and trading losses for the year in
each sector in which the Fund participates.

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

  After the November 30, 2008 monthly close, Demeter Management Corporation
("Demeter") no longer offers for purchase or exchange units of limited
partnership interest ("Units") in Charter Aspect, Charter Graham, and Charter
WCM. For more information, please contact your Financial Advisor and refer to
your Morgan Stanley Charter Series Supplement dated September 17, 2008.

<PAGE>

  As of December 15, 2008, Mr. Richard D. Gueren and Mr. Michael R. Durbin no
longer serve as Directors of Demeter Management Corporation. The Board of
Directors of Demeter Management Corporation has not made a determination
whether to elect replacement Directors as of the date of this letter.

  Graham Capital Management, L.P. ("Graham"), trading advisor to Morgan Stanley
Charter Graham L.P. ("Charter Graham"), notified the General Partner that
Graham Global Diversified Program and Graham K4 Program were merged into one
trading program, Graham K4D-15 ("K4D-15"), effective January 1, 2009. As such,
effective January 1, 2009, Graham began trading 100% of Charter Graham's assets
pursuant to K4D-15 at the standard leverage. Prior to January 1, 2009, Graham
traded approximately 50% of Charter Graham's assets pursuant to its Global
Diversified Program at 1.5 times the standard leverage it applied for such
program and approximately 50% of Charter Graham's assets pursuant to its K4
Program at 1.5 times the standard leverage it applied for such program.

  Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 522 Fifth Avenue, 13th Floor, New York,
NY 10036, or your Morgan Stanley Financial Advisor.

  I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is no
guarantee of future results.

Sincerely,
/s/ Walter J. Davis
Walter J. Davis
Chairman of the Board of Directors and President
Demeter Management Corporation,
General Partner of
Morgan Stanley Charter Campbell L.P.
Morgan Stanley Charter Aspect L.P.
Morgan Stanley Charter Graham L.P.
Morgan Stanley Charter WCM L.P.

 Managed futures investments are speculative, involve a high degree of risk,
use significant leverage, are generally illiquid, have substantial charges, are
subject to conflicts of interest, and are suitable only for the risk capital
portion of an investor's portfolio. Before investing in any managed futures
investment, qualified investors should read the prospectus or offering
documents carefully for additional information with respect to charges,
expenses, and risks. Past performance is no guarantee of future results.

 This report is based on information from multiple sources and Morgan Stanley
makes no representation as to the accuracy or completeness of information from
sources outside of Morgan Stanley.

<PAGE>

                      This page intentionally left blank.




<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

                         [CHART]

                         Year ended December 31, 2008
                        ------------------------------
Currencies                          -0.44%
Global Interest Rates               -4.51%
Global Stock Indices                 9.40%
Energies                             0.36%
Metals                               0.41%


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

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  The most significant trading losses were incurred within the global interest
   rate sector from long positions in European fixed-income futures as prices
   reversed lower in March following the U.S. Federal Reserve's aggressive
   actions to boost liquidity within the U.S. financial system, which
   temporarily renewed investor optimism about the future direction of the
   global equity markets. During April, long positions in Japanese fixed-income
   futures resulted in additional losses as prices declined amid speculation
   that the Bank of Japan would not reduce borrowing costs as much as
   previously expected due to accelerating global inflation. Further losses
   were experienced during the third and fourth quarters from newly established
   short positions in European fixed-income futures as prices increased amid a
   sharp decline in the global equity markets, as well as worries regarding the
   fundamental health of the global economy and financial system. Fixed-income
   prices also moved higher during the fourth quarter after the European
   Central Bank lowered borrowing costs in an attempt to stimulate economic
   growth.

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)


..  Additional losses were recorded within the currency sector, primarily during
   January, September, October, November, and December, from short positions in
   the Japanese yen versus the U.S. dollar as the value of the Japanese yen
   moved higher against the U.S. dollar after extreme volatility in the global
   equity markets and concerns of a global economic recession caused investors
   to sell higher-yielding assets funded by loans in Japan. Smaller losses were
   incurred primarily during the fourth quarter from long positions in the
   Canadian dollar versus the U.S. dollar as the value of the U.S. dollar moved
   higher against most of its rivals in tandem with rising U.S.
   dollar-denominated Treasury bonds amid a global "flight-to-quality".

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  Within the global stock index sector, trading gains were recorded primarily
   during January, February, March, and June, from short positions in U.S.,
   European, and Pacific Rim equity index futures as prices decreased during
   the first half of the year on concerns that a persistent U.S. housing slump,
   mounting losses linked to U.S. sub-prime mortgage investments, rising
   commodity prices, and a weakening job market would restrain consumer
   spending, erode corporate earnings, and curb global economic growth.
   Additional gains were experienced during July, September, and October as
   equity prices dropped sharply amid unprecedented U.S. financial market
   turmoil and growing concerns that efforts by central banks and governments
   around the world to support the financial system would not prevent a global
   recession.

..  Within the metals markets, gains were recorded from long positions in gold
   futures as prices increased during the first half of the year due to a drop
   in the value of the U.S. dollar. Additional gains were experienced primarily
   during September and October from short futures positions in zinc as prices
   decreased amid worries that a global economic recession would erode demand
   for base metals.

..  Within the energy markets, gains were recorded primarily during the second
   quarter from long futures positions in crude oil related products as prices
   moved higher due to a drop in OPEC output, supply threats in Nigeria and
   Iraq, growing Asian fuel consumption, and an unexpected decline in domestic
   inventories. Elsewhere, short positions in natural gas futures resulted in
   gains primarily during August, September, and October as prices dropped amid
   rising U.S. inventories and slowing global energy demand.

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.

                         [CHART]

                    Year ended December 31, 2008
                    ----------------------------
Currencies                   -2.37%
Global Interest Rates        16.55%
Global Stock Indices          8.07%
Energies                      5.20%
Metals                        5.03%
Agriculturals                 1.64%


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

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  The most significant trading gains were recorded within the global interest
   rate sector, primarily during January and February, from long positions in
   U.S., Australian, and Japanese fixed-income futures as prices moved higher
   in a worldwide "flight-to-quality" following a sharp drop in the global
   equity markets and concerns that a possible economic recession in the United
   States would weaken the global economy. Additionally, U.S. fixed-income
   futures prices moved higher as the U.S. Federal Reserve cut interest rates
   by 200 basis points throughout the first quarter amid slowing economic
   growth. During May and June, short positions in European interest rate
   futures resulted in gains as prices declined after government reports
   revealed accelerating inflation and better-than-expected economic growth in
   the Euro-Zone. Further gains were experienced from August through December
   from long positions in U.S., European, Australian, and Japanese fixed-income
   futures as prices sharply increased during the second half of the year in a
   continuation of the aforementioned "flight-to-quality". Lastly, U.S.
   interest rate futures prices moved higher as the U.S. Federal Reserve cut
   interest rates to an unprecedented target range of 0% to 0.25%, while prices
   of European, Japanese, and Australian fixed-income futures increased after
   these respective central banks lowered borrowing costs in an attempt to
   stimulate economic growth.

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  Within the global stock index sector, gains were recorded primarily
   throughout a majority of the first half of the year from short positions in
   U.S., European, and Pacific Rim equity index futures as prices decreased on
   concerns that a persistent U.S. housing slump, mounting losses linked to
   U.S. sub-prime mortgage investments, rising commodity prices, and a
   weakening job market would restrain consumer spending, erode corporate
   earnings, and curb global economic growth. Additional gains were recorded
   from short futures positions in these markets during September, October, and
   November as prices dropped sharply amid unprecedented U.S. financial market
   turmoil and growing concerns that efforts by central banks and governments
   around the world to support the financial system would not prevent a global
   recession.

..  Within the energy markets, gains were experienced primarily during a
   majority of the first half of 2008 from long futures positions in crude oil
   and its related products as prices moved consistently higher due to
   speculation that OPEC would cut production, ongoing geopolitical concerns in
   the Middle East, growing Asian fuel consumption, and strong demand for
   physical commodities as an inflation hedge. Additional gains were recorded
   during the fourth quarter from newly established short futures positions in
   crude oil and its related products as prices sharply decreased on concerns
   that a substantial global economic slowdown would erode energy demand.

..  Within the metals markets, gains were experienced, primarily during January
   and February, from long positions in silver and platinum futures as prices
   increased due to a decline in the value of the U.S. dollar during the first
   quarter. Elsewhere, short futures positions in aluminum, copper, zinc, and
   nickel resulted in gains as prices decreased during September, October,
   November, and December amid ongoing worries that a global economic recession
   would erode demand for base metals.

..  Additional gains were recorded within the agricultural markets, primarily
   during January, February, and June, from long positions in cocoa futures as
   prices rose amid supply disruptions in the Ivory Coast, the world's largest
   producer of cocoa. Additional gains were recorded from short positions in
   lean hog and live cattle futures as prices declined during June and October
   on signs of rising inventories in the U.S. and slowing global demand.
   Smaller gains were recorded from long futures positions in soybeans and
   soybean oil as prices increased during the first half of the year following
   news that global production might drop, rising energy prices might boost
   demand for alternative biofuels made from ethanol, and severe floods in the
   U.S. Midwest had damaged crops.

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.


FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  Within the currency sector, trading losses were incurred from long positions
   in the euro, Australian dollar, South African rand, and Canadian dollar
   versus the U.S. dollar as the value of the U.S. dollar reversed higher
   against these currencies in April after the U.S. Institute for Supply
   Management's manufacturing index unexpectedly moved higher, and a U.S.
   economic report showed private sector jobs unexpectedly increased in March.
   Further losses were recorded during August and September from short
   positions in the U.S. dollar versus these currencies as the value of the
   U.S. dollar moved higher against most of its rivals in tandem with rising
   U.S. dollar-denominated Treasury bonds.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

                          [CHART]

                           Year ended December 31, 2008
                           ----------------------------
Currencies                         3.58%
Global Interest Rates              7.36%
Global Stock Indices              11.29%
Energies                          11.37%
Metals                             1.78%
Agriculturals                      3.31%


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

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  The most significant trading gains were experienced within the energy
   markets, primarily during the first half of the year, from long futures
   positions in crude oil and its related products as prices moved consistently
   higher due to speculation that OPEC would cut production, ongoing
   geopolitical concerns in the Middle East, growing Asian fuel consumption,
   and strong demand for physical commodities as an inflation hedge. Additional
   gains were recorded primarily during the fourth quarter from newly
   established short futures positions in crude oil and its related products as
   prices sharply decreased on concerns that a substantial global economic
   slowdown would erode energy demand. Elsewhere, long positions in natural gas
   futures also resulted in gains during the first and second quarters as
   prices rose on expectations of a rise in demand due to colder weather in the
   U.S. Northeast, news of a drop in U.S. inventories, and forecasts for an
   active hurricane season in the Atlantic. Further gains were recorded during
   October and December from newly established short positions in natural gas
   futures as prices dropped amid rising U.S. inventories and slowing global
   energy demand.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  Within the global stock index sector, gains were experienced primarily
   during January, February, March, and June from short positions in U.S.,
   European, and Pacific Rim equity index futures as prices decreased during
   the first half of the year on concerns that a persistent U.S. housing slump,
   mounting losses linked to U.S. sub-prime mortgage investments, rising
   commodity prices, and a weakening job market would restrain consumer
   spending, erode corporate earnings, and curb global economic growth.
   Additional gains were recorded during September and October as equity prices
   dropped sharply amid unprecedented U.S. financial market turmoil and growing
   concerns that efforts by central banks and governments around the world to
   support the financial system would not prevent a global recession.

..  Within the global interest rate sector, gains were experienced primarily
   during January, February, September, October, November, and December from
   long positions in U.S. and European fixed-income futures as prices moved
   higher in a worldwide "flight-to-quality" following the aforementioned drop
   in the global equity markets throughout most of the year. Additionally,
   prices of U.S. fixed-income futures moved higher as the U.S. Federal Reserve
   cut interest rates to an unprecedented target range of 0% to 0.25%, while
   European interest rate futures prices increased after the European Central
   Bank lowered borrowing costs in an attempt to stimulate economic growth.

..  Within the currency sector, gains were recorded primarily during March,
   April, May, and July from long positions in the Australian dollar, euro, and
   Chilean peso versus the U.S. dollar as the value of the U.S. dollar moved
   lower against these currencies during the first six months of the year amid
   speculation that signs of a slowing U.S. economy would spur the U.S. Federal
   Reserve to lower interest rates at a faster pace than other central banks
   around the world. Short positions in the Korean won versus the U.S. dollar
   resulted in additional gains, primarily during March, as the value of the
   Korean won decreased relative to the U.S. dollar amid news of a widening
   Current-Account deficit out of Korea. Further gains were experienced during
   October and November from newly established short positions in the
   Australian dollar and euro versus the U.S. dollar as the value of the U.S.
   dollar moved higher against most of its rivals in tandem with rising U.S.
   dollar-denominated Treasury bonds amid the aforementioned
   "flight-to-quality".

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  Within the agricultural markets, gains were recorded primarily during
   January, February, and June from long positions in corn futures as prices
   increased during the first half of the year following news that global
   production might drop, rising energy prices might boost demand for
   alternative biofuels made from ethanol, and severe floods in the U.S.
   Midwest had damaged crops. Meanwhile, short futures positions in cotton
   resulted in gains as prices dropped to a one-year low in September after the
   U.S. Department of Agriculture reported exports remained below average due
   to a decline in demand. Additional gains were experienced during October and
   November from short futures positions in wheat, corn, and cotton as prices
   decreased amid rising inventories and growing concerns that slowing global
   economic growth would erode demand for food, biofuels, and raw materials.

..  Smaller gains were recorded within the metals markets, primarily during the
   fourth quarter, from short futures positions in copper, zinc, aluminum,
   lead, and nickel as prices declined amid worries that a global economic
   recession would erode demand for base metals.

<PAGE>

MORGAN STANLEY CHARTER WCM L.P.

                         [CHART]

                 Year ended December 31, 2008
                 ----------------------------
Currencies                 2.19%
Global Interest Rates     10.77%
Global Stock Indices       7.11%
Energies                   2.75%
Metals                     1.34%
Agriculturals              0.81%


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

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  The most significant trading gains were recorded within the global interest
   rate sector throughout the majority of the year from long positions in U.S.,
   European, and Australian fixed-income futures as prices moved higher in a
   worldwide "flight-to-quality" amid a consistent decline in the global equity
   markets. Additionally, prices of U.S. fixed-income futures moved higher as
   the U.S. Federal Reserve cut interest rates to an unprecedented target range
   of 0% to 0.25%, while European and Australian interest rate futures prices
   increased after the European Central Bank and Reserve Bank of Australia
   lowered borrowing costs in an attempt to stimulate economic growth.

..  Within the global stock index sector, gains were experienced primarily
   during February, March, and June from short positions in U.S., European, and
   Pacific Rim equity index futures as prices decreased during the first half
   of the year on concerns that a persistent U.S. housing slump, mounting
   losses linked to U.S. sub-prime mortgage investments, rising commodity
   prices, and a weakening job market would restrain consumer spending, erode
   corporate earnings, and curb global economic growth. Additional gains were
   recorded during September, October, and November as equity prices dropped
   sharply amid unprecedented U.S. financial market turmoil and growing
   concerns that efforts by central banks and governments around the world to
   support the financial system would not prevent a global recession.

<PAGE>

MORGAN STANLEY CHARTER WCM L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  Within the energy markets, gains were recorded primarily during the first
   and second quarters from long futures positions in crude oil and its related
   products as prices moved consistently higher due to speculation that OPEC
   would cut production, ongoing geopolitical concerns in the Middle East,
   growing Asian fuel consumption, and strong demand for physical commodities
   as an inflation hedge. Additional gains were recorded, primarily during
   November and December, from newly established short futures positions in
   crude oil and its related products as prices sharply decreased on concerns
   that a substantial global economic slowdown would erode energy demand.

..  Within the currency sector, gains were experienced primarily during January,
   February, March, and June, from long positions in the Swiss franc versus the
   U.S. dollar as the value of the U.S. dollar moved lower against most of its
   rivals during the first six months of the year amid speculation that signs
   of a slowing U.S. economy would spur the U.S. Federal Reserve to lower
   interest rates at a faster pace than other central banks around the world.
   Additional gains were recorded during October and November from newly
   established short positions in the British pound and Canadian dollar versus
   the U.S. dollar as the value of the U.S. dollar moved higher against most of
   its rivals in tandem with rising U.S. dollar-denominated Treasury bonds amid
   the aforementioned "flight-to-quality". Elsewhere, long positions in the
   Japanese yen versus the U.S. dollar resulted in gains as the value of the
   Japanese yen increased relative to the U.S. dollar during the fourth quarter
   after a rise in risk aversion prompted investors to unwind existing carry
   trades.

..  Within the metals markets, gains were experienced from short positions in
   nickel, copper, and zinc futures as prices declined during the second half
   of the year amid worries that a global economic recession would erode demand
   for base metals.

..  Additional gains were recorded within the agricultural sector, primarily
   during January, February, and June, from long futures positions in corn and
   soybean oil as prices increased during the first half of the year following
   news that global production might drop, rising energy prices might boost
   demand for alternative biofuels made from ethanol, and severe floods in the
   U.S. Midwest had damaged crops. Smaller gains were experienced from long
   positions in cocoa futures as prices increased during June amid speculation
   that crops in the Ivory Coast, the world's largest cocoa producer, were
   developing more slowly than anticipated.

<PAGE>

MORGAN STANLEY CHARTER SERIES

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

  Demeter Management Corporation ("Demeter"), the general partner of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships"), is responsible for the management of the Partnerships.

  Management of Demeter ("Management") is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.

  The Partnerships' internal control over financial reporting includes those
policies and procedures that:

..  Pertain to the maintenance of records that, in reasonable detail, accurately
   and fairly reflect the transactions and dispositions of the assets of the
   Partnerships;

..  Provide reasonable assurance that transactions are recorded as necessary to
   permit preparation of financial statements in accordance with generally
   accepted accounting principles, and that the Partnerships' transactions are
   being made only in accordance with authorizations of Management and
   directors; and

..  Provide reasonable assurance regarding prevention or timely detection of
   unauthorized acquisition, use or disposition of the Partnerships' assets
   that could have a material effect on the financial statements.

  Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

<PAGE>

  Management assessed the effectiveness of each Partnership's internal control
over financial reporting as of December 31, 2008. In making this assessment,
Management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control--Integrated
Framework. Based on our assessment and those criteria, Management believes that
each Partnership maintained effective internal control over financial reporting
as of December 31, 2008.

  Deloitte & Touche LLP, the Partnerships' independent registered public
accounting firm, has issued an audit report on the Partnerships' internal
control over financial reporting. This report, which expresses an unqualified
opinion on the Partnerships' internal control over financial reporting, appears
under "Report of Independent Registered Public Accounting Firm" on the
following page.

/s/ Walter J. Davis

Walter J. Davis
President
Demeter Management Corporation

/s/ Christian M. Angstadt
Christian M. Angstadt
Chief Financial Officer
Demeter Management Corporation

New York, New York
March 30, 2009

<PAGE>

MORGAN STANLEY CHARTER SERIES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Limited Partners and the General Partner of Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter
Graham L.P., and Morgan Stanley Charter WCM L.P.:

  We have audited the internal control over financial reporting of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships") as of December 31, 2008, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Partnerships' management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the
Partnerships' internal control over financial reporting based on our audit.

  We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

  A company's internal control over financial reporting is a process designed
by, or under the supervision of, the company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company's board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,

<PAGE>

accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.

  Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

  In our opinion, the Partnerships maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2008,
based on the criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.

  We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the financial statements as of and
for the year ended December 31, 2008, of the Partnerships and our report dated
March 20, 2009, expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York
March 30, 2009

<PAGE>

MORGAN STANLEY CHARTER SERIES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Limited Partners and the General Partner of Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter
Graham L.P., and Morgan Stanley Charter WCM L.P.:

  We have audited the accompanying statements of financial condition of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter Aspect L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter WCM L.P. (collectively,
the "Partnerships"), including the condensed schedules of investments, as of
December 31, 2008 and 2007, 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, 2008. 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 the standards of the Public
Company Accounting Oversight Board (United States). 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 Campbell L.P.,
Morgan Stanley Charter Aspect L.P., Morgan Stanley Charter Graham L.P., and
Morgan Stanley Charter WCM L.P. at December 31, 2008 and 2007, and the results
of their operations, their changes in partners' capital, and their cash flows
for each of the three years in the period ended December 31, 2008, in
conformity with accounting principles generally accepted in the United States
of America.

<PAGE>

  As discussed in Note 1, the Partnerships modified their classification of
cash within the 2006 statements of cash flows to conform to 2007 and 2008
presentation.

  We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the Partnerships' internal control
over financial reporting as of December 31, 2008, based on the criteria
established in Internal Control--Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated
March 20, 2009, expressed an unqualified opinion on the Partnerships' internal
control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York
March 30, 2009

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      ------------------------
                                                          2008         2007
                                                      -----------  -----------
                                                           $            $
<S>                                                   <C>          <C>
                                    ASSETS
Trading Equity:
 Unrestricted cash                                    155,972,722  261,151,086
 Restricted cash                                        4,511,014   24,139,711
                                                      -----------  -----------
   Total Cash                                         160,483,736  285,290,797
                                                      -----------  -----------
 Net unrealized loss on open contracts (MS&Co.)        (1,388,389)  (4,690,428)
 Net unrealized gain (loss) on open contracts (MSIP)     (105,063)      42,048
                                                      -----------  -----------
   Total net unrealized loss on open contracts         (1,493,452)  (4,648,380)
                                                      -----------  -----------

Options purchased (premiums paid $60,871 and
 $566,281, respectively)                                   33,971      425,159
                                                      -----------  -----------
   Total Trading Equity                               159,024,255  281,067,576
Interest receivable (MS&Co.)                               --          842,283
                                                      -----------  -----------
   Total Assets                                       159,024,255  281,909,859
                                                      ===========  ===========
                      LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable                                    11,187,909   10,555,801
Accrued brokerage fees (MS&Co.)                           784,414    1,430,423
Accrued management fees                                   346,450      631,770
Options written (premiums received $219,773 and
 $317,779, respectively)                                  194,835      185,984
Interest payable (MS&Co.)                                  12,183       --
                                                      -----------  -----------
   Total Liabilities                                   12,525,791   12,803,978
                                                      -----------  -----------
PARTNERS' CAPITAL
Limited Partners (13,330,566.139 and
 23,905,166.681 Units, respectively)                  145,023,184  266,111,229
General Partner (135,608.055 and
 269,014.055 Units, respectively)                       1,475,280    2,994,652
                                                      -----------  -----------
   Total Partners' Capital                            146,498,464  269,105,881
                                                      -----------  -----------
   Total Liabilities and Partners' Capital            159,024,255  281,909,859
                                                      ===========  ===========
NET ASSET VALUE PER UNIT                                    10.88        11.13
                                                      ===========  ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER 31,
                                ----------------------------------------------
                                     2008            2007            2006
                                --------------  --------------  --------------
                                       $               $               $
 <S>                            <C>             <C>             <C>
 INVESTMENT INCOME
  Interest income (MS&Co.)           3,338,645      15,890,523      19,614,906
                                --------------  --------------  --------------

 EXPENSES
  Brokerage fees (MS&Co.)           12,855,240      21,204,593      24,753,539
  Management fees                    5,677,730       9,365,362      10,932,810
                                --------------  --------------  --------------
    Total Expenses                  18,532,970      30,569,955      35,686,349
                                --------------  --------------  --------------

 NET INVESTMENT LOSS               (15,194,325)    (14,679,432)    (16,071,443)
                                --------------  --------------  --------------

 TRADING RESULTS
 Trading profit (loss):
  Realized                           8,407,556     (10,877,451)    (11,173,481)
  Net change in unrealized           3,162,293     (28,370,699)     36,663,458
                                --------------  --------------  --------------
    Total Trading Results           11,569,849     (39,248,150)     25,489,977
                                --------------  --------------  --------------

 NET INCOME (LOSS)                  (3,624,476)    (53,927,582)      9,418,534
                                ==============  ==============  ==============

 NET INCOME (LOSS) ALLOCATION:
 Limited Partners                   (3,581,347)    (53,333,596)      9,310,154
 General Partner                       (43,129)       (593,986)        108,380

 NET INCOME (LOSS) PER UNIT:
 Limited Partners                        (0.25)          (1.96)           0.39
 General Partner                         (0.25)          (1.96)           0.39

                                     UNITS           UNITS           UNITS
                                --------------  --------------  --------------
 WEIGHTED AVERAGE NUMBER
  OF UNITS OUTSTANDING          18,734,987.587  28,036,317.381  32,873,436.594
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       ------------------------
                                                           2008        2007
                                                       -----------  -----------
                                                            $           $
 <S>                                                   <C>          <C>
                                    ASSETS
 Trading Equity:
  Unrestricted cash                                    177,032,429  113,780,309
  Restricted cash                                        4,101,527   14,032,075
                                                       -----------  -----------
    Total Cash                                         181,133,956  127,812,384
                                                       -----------  -----------
  Net unrealized gain on open contracts (MS&Co.)         7,917,392    4,686,052
  Net unrealized gain (loss) on open contracts (MSIP)     (406,906)     378,054
                                                       -----------  -----------
    Total net unrealized gain on open contracts          7,510,486    5,064,106
                                                       -----------  -----------
    Total Trading Equity                               188,644,442  132,876,490
 Interest receivable (MS&Co.)                               24,703      363,233
 Subscriptions receivable                                   --        4,909,605
                                                       -----------  -----------
    Total Assets                                       188,669,145  138,149,328
                                                       ===========  ===========

                       LIABILITIES AND PARTNERS' CAPITAL
 LIABILITIES
 Redemptions payable                                    13,633,679    1,559,031
 Incentive fee payable                                   1,678,806      --
 Accrued brokerage fees (MS&Co.)                           895,284      643,677
 Accrued management fees                                   298,428      214,559
                                                       -----------  -----------
    Total Liabilities                                   16,506,197    2,417,267
                                                       -----------  -----------
 PARTNERS' CAPITAL
 Limited Partners (7,582,467.939 and
  7,403,580.738 Units, respectively)                   170,429,845  134,313,027
 General Partner (77,106.223 and
  78,219.762 Units, respectively)                        1,733,103    1,419,034
                                                       -----------  -----------
    Total Partners' Capital                            172,162,948  135,732,061
                                                       -----------  -----------
    Total Liabilities and Partners' Capital            188,669,145  138,149,328
                                                       ===========  ===========
 NET ASSET VALUE PER UNIT                                    22.48        18.14
                                                       ===========  ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER 31,
                                -------------------------------------------
                                    2008           2007           2006
                                -------------  -------------  -------------
                                      $              $              $
    <S>                         <C>            <C>            <C>
    INVESTMENT INCOME
     Interest income (MS&Co.)       2,196,569      5,744,437      6,351,353
                                -------------  -------------  -------------
    EXPENSES
     Brokerage fees (MS&Co.)        9,627,330      7,691,517      6,530,451
     Incentive fees                 6,386,421      1,522,184      1,017,989
     Management fees                3,209,111      2,563,840      2,176,817
                                -------------  -------------  -------------
       Total Expenses              19,222,862     11,777,541      9,725,257
                                -------------  -------------  -------------
    NET INVESTMENT LOSS           (17,026,293)    (6,033,104)    (3,373,904)
                                -------------  -------------  -------------
    TRADING RESULTS
    Trading profit (loss):
     Realized                      50,386,195     11,541,699     20,452,188
     Net change in unrealized       2,446,380        265,340     (2,621,922)
                                -------------  -------------  -------------
       Total Trading Results       52,832,575     11,807,039     17,830,266
                                -------------  -------------  -------------
    NET INCOME                     35,806,282      5,773,935     14,456,362
                                =============  =============  =============
    NET INCOME ALLOCATION:
    Limited Partners               35,427,485      5,706,008     14,299,103
    General Partner                   378,797         67,927        157,259
    NET INCOME PER UNIT:
    Limited Partners                     4.34           0.76           1.65
    General Partner                      4.34           0.76           1.65

                                    UNITS          UNITS          UNITS
                                -------------  -------------  -------------
    WEIGHTED AVERAGE NUMBER
     OF UNITS OUTSTANDING       8,141,229.423  7,366,524.555  8,031,729.450
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                         -----------------------
                                                            2008         2007
                                                         ----------- -----------
                                                             $            $
<S>                                                      <C>         <C>
                                    ASSETS
Trading Equity:
 Unrestricted cash                                       550,525,640 428,483,746
 Restricted cash                                          13,066,966  11,795,125
                                                         ----------- -----------
   Total Cash                                            563,592,606 440,278,871
                                                         ----------- -----------

 Net unrealized gain (loss) on open contracts (MS&Co.)       550,003    (269,587)
 Net unrealized gain on open contracts (MSIP)                433,388      64,122
                                                         ----------- -----------
   Total net unrealized gain (loss) on open contracts        983,391    (205,465)
                                                         ----------- -----------
   Total Trading Equity                                  564,575,997 440,073,406
Interest receivable (MS&Co.)                                  37,440   1,136,385
Subscriptions receivable                                     --        6,032,184
                                                         ----------- -----------
   Total Assets                                          564,613,437 447,241,975
                                                         =========== ===========

                      LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable                                       34,123,015   3,952,743
Accrued brokerage fees (MS&Co.)                            2,747,331   2,261,439
Accrued incentive fee payable                              2,289,365          --
Accrued management fees                                      915,777     753,813
                                                         ----------- -----------
   Total Liabilities                                      40,075,488   6,967,995
                                                         ----------- -----------
PARTNERS' CAPITAL
Limited Partners (17,828,720.751 and
 19,771,249.924 Units, respectively)                     519,261,648 435,434,673
General Partner (181,160.501 and
 219,732.501 Units, respectively)                          5,276,301   4,839,307
                                                         ----------- -----------
   Total Partners' Capital                               524,537,949 440,273,980
                                                         ----------- -----------
   Total Liabilities and Partners' Capital               564,613,437 447,241,975
                                                         =========== ===========
NET ASSET VALUE PER UNIT                                       29.13       22.02
                                                         =========== ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                     FOR THE YEARS ENDED DECEMBER 31,
                              ----------------------------------------------
                                   2008            2007            2006
                              --------------  --------------  --------------
                                     $               $               $
  <S>                         <C>             <C>             <C>
  INVESTMENT INCOME
   Interest income (MS&Co.)        6,692,461      18,458,473      19,833,324
                              --------------  --------------  --------------

  EXPENSES
   Brokerage fees (MS&Co.)        29,411,873      25,051,583      25,529,062
   Incentive fee                  11,182,834              --              --
   Management fees                 9,803,959       8,350,531       8,509,689
                              --------------  --------------  --------------
     Total Expenses               50,398,666      33,402,114      34,038,751
                              --------------  --------------  --------------

  NET INVESTMENT LOSS            (43,706,205)    (14,943,641)    (14,205,427)
                              --------------  --------------  --------------

  TRADING RESULTS
  Trading profit (loss):
   Realized                      182,983,623      78,593,971      23,818,303
   Net change in unrealized        1,188,856     (12,743,529)      9,679,307
                              --------------  --------------  --------------
     Total Trading Results       184,172,479      65,850,442      33,497,610
                              --------------  --------------  --------------

  NET INCOME                     140,466,274      50,906,801      19,292,183
                              ==============  ==============  ==============

  NET INCOME ALLOCATION:
  Limited Partners               138,967,665      50,355,831      19,081,838
  General Partner                  1,498,609         550,970         210,345

  NET INCOME PER UNIT:
  Limited Partners                      7.11            2.56            0.86
  General Partner                       7.11            2.56            0.86

                                   UNITS           UNITS           UNITS
                              --------------  --------------  --------------
  WEIGHTED AVERAGE NUMBER
   OF UNITS OUTSTANDING       19,521,771.478  20,459,587.918  22,125,527.008
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER WCM L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                       ----------------------
                                                          2008        2007
                                                       ----------- ----------
                                                           $           $
 <S>                                                   <C>         <C>
                                    ASSETS
 Trading Equity:
  Unrestricted cash                                    134,831,012 72,376,602
  Restricted cash                                        3,635,855  6,848,850
                                                       ----------- ----------
    Total Cash                                         138,466,867 79,225,452
                                                       ----------- ----------

  Net unrealized gain on open contracts (MS&Co.)         1,871,358  1,340,211
  Net unrealized gain (loss) on open contracts (MSIP)      532,724   (242,371)
                                                       ----------- ----------
    Total net unrealized gain on open contracts          2,404,082  1,097,840
                                                       ----------- ----------
    Total Trading Equity                               140,870,949 80,323,292
 Interest receivable (MS&Co.)                               17,334    205,192
 Subscriptions receivable                                  --       4,554,302
                                                       ----------- ----------
    Total Assets                                       140,888,283 85,082,786
                                                       =========== ==========

                      LIABILITIES AND PARTNERS' CAPITAL
 LIABILITIES
 Redemptions payable                                     5,235,101    745,064
 Accrued brokerage fees (MS&Co.)                           687,015    401,840
 Accrued incentive fee payable                             242,980     --
 Accrued management fees                                   229,005    133,946
                                                       ----------- ----------
    Total Liabilities                                    6,394,101  1,280,850
                                                       ----------- ----------
 PARTNERS' CAPITAL
 Limited Partners (10,227,801.856 and
  7,355,246.125 Units, respectively)                   133,141,833 82,918,267
 General Partner (103,885.857 and
  78,385.637 Units, respectively)                        1,352,349    883,669
                                                       ----------- ----------
    Total Partners' Capital                            134,494,182 83,801,936
                                                       ----------- ----------
    Total Liabilities and Partners' Capital            140,888,283 85,082,786
                                                       =========== ==========
 NET ASSET VALUE PER UNIT                                    13.02      11.27
                                                       =========== ==========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER 31,
                                 -------------------------------------------
                                     2008           2007           2006
                                 -------------  -------------  -------------
                                       $              $              $
  <S>                            <C>            <C>            <C>
  INVESTMENT INCOME
   Interest income (MS&Co.)          1,517,958      2,721,187      2,148,805
                                 -------------  -------------  -------------

  EXPENSES
   Brokerage fees (MS&Co.)           6,945,739      3,859,018      2,296,027
   Incentive fees                    3,078,061        995,125         41,912
   Management fees                   2,315,246      1,286,341        765,342
                                 -------------  -------------  -------------
     Total Expenses                 12,339,046      6,140,484      3,103,281
                                 -------------  -------------  -------------

  NET INVESTMENT LOSS              (10,821,088)    (3,419,297)      (954,476)
                                 -------------  -------------  -------------

  TRADING RESULTS
  Trading profit (loss):
   Realized                         25,147,601     11,055,850       (731,319)
   Net change in unrealized          1,306,242          3,051        708,969
                                 -------------  -------------  -------------
     Total Trading Results          26,453,843     11,058,901        (22,350)
                                 -------------  -------------  -------------

  NET INCOME (LOSS)                 15,632,755      7,639,604       (976,826)
                                 =============  =============  =============

  NET INCOME (LOSS) ALLOCATION:
  Limited Partners                  15,467,529      7,561,278       (966,683)
  General Partner                      165,226         78,326        (10,143)

  NET INCOME (LOSS) PER UNIT:
  Limited Partners                        1.75           1.06          (0.25)
  General Partner                         1.75           1.06          (0.25)

                                     UNITS          UNITS          UNITS
                                 -------------  -------------  -------------
  WEIGHTED AVERAGE NUMBER
   OF UNITS OUTSTANDING          9,583,683.847  6,281,449.679  4,228,142.814
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006

<TABLE>
<CAPTION>
                         UNITS OF
                        PARTNERSHIP      LIMITED       GENERAL
                         INTEREST        PARTNERS      PARTNER       TOTAL
                      ---------------  ------------  ----------  ------------
                                            $             $            $
  <S>                 <C>              <C>           <C>         <C>
  Partners' Capital,
  December 31, 2005    30,941,125.328   388,854,021   4,210,292   393,064,313
  Offering of Units     6,727,952.165    86,512,830     360,000    86,872,830
  Net income                 --           9,310,154     108,380     9,418,534
  Redemptions         (6,564,988.742)   (82,098,811)   (224,821)  (82,323,632)
                      ---------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2006    31,104,088.751   402,578,194   4,453,851   407,032,045
  Net loss                   --         (53,333,596)   (593,986)  (53,927,582)
  Redemptions         (6,929,908.015)   (83,133,369)   (865,213)  (83,998,582)
                      ---------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2007    24,174,180.736   266,111,229   2,994,652   269,105,881
  Net loss                   --          (3,581,347)    (43,129)   (3,624,476)
  Redemptions         (10,708,006.542) (117,506,698) (1,476,243) (118,982,941)
                      ---------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2008    13,466,174.194   145,023,184   1,475,280   146,498,464
                      ===============  ============  ==========  ============
</TABLE>

MORGAN STANLEY CHARTER ASPECT L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006

<TABLE>
<CAPTION>
                           UNITS OF
                          PARTNERSHIP     LIMITED     GENERAL
                           INTEREST       PARTNERS    PARTNER      TOTAL
                        --------------  -----------  ---------  -----------
                                             $           $           $
    <S>                 <C>             <C>          <C>        <C>
    Partners' Capital,
    December 31, 2005    9,210,124.323  143,289,197  1,597,108  144,886,305
    Offering of Units      863,480.025   14,587,304      --      14,587,304
    Net income                --         14,299,103    157,259   14,456,362
    Redemptions         (2,931,765.891) (49,426,054)  (403,501) (49,829,555)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2006    7,141,838.457  122,749,550  1,350,866  124,100,416
    Offering of Units    1,749,693.684   30,467,524     80,000   30,547,524
    Net income                --          5,706,008     67,927    5,773,935
    Redemptions         (1,409,731.641) (24,610,055)   (79,759) (24,689,814)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2007    7,481,800.500  134,313,027  1,419,034  135,732,061
    Offering of Units    2,655,463.507   51,901,053    370,000   52,271,053
    Net income                --         35,427,485    378,797   35,806,282
    Redemptions         (2,477,689.845) (51,211,720)  (434,728) (51,646,448)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2008    7,659,574.162  170,429,845  1,733,103  172,162,948
                        ==============  ===========  =========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006

<TABLE>
<CAPTION>
                         UNITS OF
                        PARTNERSHIP     LIMITED       GENERAL
                         INTEREST       PARTNERS      PARTNER       TOTAL
                      --------------  ------------  ----------  ------------
                                           $             $            $
  <S>                 <C>             <C>           <C>         <C>
  Partners' Capital,
  December 31, 2005   22,656,744.737   416,811,790   4,509,689   421,321,479
  Offering of Units    4,357,310.697    84,188,382      --        84,188,382
  Net income                --          19,081,838     210,345    19,292,183
  Redemptions         (5,436,310.556) (104,603,592)   (222,661) (104,826,253)
                      --------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2006   21,577,744.878   415,478,418   4,497,373   419,975,791
  Offering of Units    2,648,660.176    54,876,900      --        54,876,900
  Net income                --          50,355,831     550,970    50,906,801
  Redemptions         (4,235,422.629)  (85,276,476)   (209,036)  (85,485,512)
                      --------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2007   19,990,982.425   435,434,673   4,839,307   440,273,980
  Offering of Units    4,209,433.764   108,216,510      --       108,216,510
  Net income                --         138,967,665   1,498,609   140,466,274
  Redemptions         (6,190,534.937) (163,357,200) (1,061,615) (164,418,815)
                      --------------  ------------  ----------  ------------
  Partners' Capital,
  December 31, 2008   18,009,881.252   519,261,648   5,276,301   524,537,949
                      ==============  ============  ==========  ============
</TABLE>

MORGAN STANLEY CHARTER WCM L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006

<TABLE>
<CAPTION>
                           UNITS OF
                          PARTNERSHIP     LIMITED     GENERAL
                           INTEREST       PARTNERS    PARTNER      TOTAL
                        --------------  -----------  ---------  -----------
                                             $           $           $
    <S>                 <C>             <C>          <C>        <C>
    Partners' Capital,
    December 31, 2005    4,411,486.544   45,625,125    506,416   46,131,541
    Offering of Units    1,273,546.608   13,270,384     50,000   13,320,384
    Net loss                  --           (966,683)   (10,143)    (976,826)
    Redemptions         (1,343,586.218) (14,093,109)   (70,930) (14,164,039)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2006    4,341,446.934   43,835,717    475,343   44,311,060
    Offering of Units    4,185,306.181   42,984,801    330,000   43,314,801
    Net income                --          7,561,278     78,326    7,639,604
    Redemptions         (1,093,121.353) (11,463,529)     --     (11,463,529)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2007    7,433,631.762   82,918,267    883,669   83,801,936
    Offering of Units    4,562,563.655   55,382,694    460,000   55,842,694
    Net income                --         15,467,529    165,226   15,632,755
    Redemptions         (1,664,507.704) (20,626,657)  (156,546) (20,783,203)
                        --------------  -----------  ---------  -----------
    Partners' Capital,
    December 31, 2008   10,331,687.713  133,141,833  1,352,349  134,494,182
                        ==============  ===========  =========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                             FOR THE YEARS ENDED DECEMBER 31,
                                          --------------------------------------
                                              2008          2007         2006
                                          ------------  -----------  -----------
                                               $             $            $
<S>                                       <C>           <C>          <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
Net income (loss)                           (3,624,476) (53,927,582)   9,418,534
Noncash item included in net income
 (loss):
  Net change in unrealized                  (3,162,293)  28,370,699  (36,663,458)
(Increase) decrease in operating assets:
  Restricted cash                           19,628,697   14,479,982   14,834,038
  Net premiums paid for options
   purchased                                   505,410     (275,369)    (290,912)
  Interest receivable (MS&Co.)                 842,283      838,385     (543,846)
Increase (decrease) in operating
 liabilities:
  Accrued brokerage fees (MS&Co.)             (646,009)    (499,711)     (49,809)
  Accrued management fees                     (285,320)    (220,705)     (22,000)
  Net premiums received for options
   written                                     (98,006)     148,685      169,094
  Interest payable (MS&Co.)                     12,183       --           --
                                          ------------  -----------  -----------
Net cash provided by (used for)
 operating activities                       13,172,469  (11,085,616) (13,148,359)
                                          ------------  -----------  -----------

CASH FLOWS FROM
 FINANCING ACTIVITIES
Cash received from offering of Units           --            --      100,627,569
Cash paid for redemptions of Units        (118,350,833) (82,393,180) (78,088,412)
                                          ------------  -----------  -----------
Net cash provided by (used for)
 financing activities                     (118,350,833) (82,393,180)  22,539,157
                                          ------------  -----------  -----------

Net increase (decrease) in
 unrestricted cash                        (105,178,364) (93,478,796)   9,390,798
Unrestricted cash at beginning
 of period                                 261,151,086  354,629,882  345,239,084
                                          ------------  -----------  -----------

Unrestricted cash at end of period         155,972,722  261,151,086  354,629,882
                                          ============  ===========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                        -------------------------------------
                                            2008         2007         2006
                                        -----------  -----------  -----------
                                             $            $            $
  <S>                                   <C>          <C>          <C>
  CASH FLOWS FROM
   OPERATING ACTIVITIES
  Net income                             35,806,282    5,773,935   14,456,362
  Noncash item included in net
   income:
    Net change in unrealized             (2,446,380)    (265,340)   2,621,922
  (Increase) decrease in operating
   assets:
    Restricted cash                       9,930,548     (613,553)  (1,731,359)
    Interest receivable (MS&Co.)            338,530      121,095        2,447
  Increase (decrease) in operating
   liabilities:
    Accrued incentive fees                1,678,806   (1,017,989)   1,017,989
    Accrued brokerage fees (MS&Co.)         251,607       36,004     (156,405)
    Accrued management fees                  83,869       12,001      (52,135)
                                        -----------  -----------  -----------
  Net cash provided by operating
   activities                            45,643,262    4,046,153   16,158,821
                                        -----------  -----------  -----------

  CASH FLOWS FROM
   FINANCING ACTIVITIES
  Cash received from offering of Units   57,180,658   27,741,173   13,509,630
  Cash paid for redemptions of Units    (39,571,800) (27,224,419) (50,752,969)
                                        -----------  -----------  -----------
  Net cash provided by (used for)
   financing activities                  17,608,858      516,754  (37,243,339)
                                        -----------  -----------  -----------

  Net increase (decrease) in
   unrestricted cash                     63,252,120    4,562,907  (21,084,518)
  Unrestricted cash at beginning
   of period                            113,780,309  109,217,402  130,301,920
                                        -----------  -----------  -----------

  Unrestricted cash at end of period    177,032,429  113,780,309  109,217,402
                                        ===========  ===========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                            2008          2007         2006
                                        ------------  -----------  ------------
                                             $             $            $
<S>                                     <C>           <C>          <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
Net income                               140,466,274   50,906,801    19,292,183
Noncash item included in net
 income:
  Net change in unrealized                (1,188,856)  12,743,529    (9,679,307)
(Increase) decrease in operating
 assets:
  Restricted cash                         (1,271,841)  44,350,072   (26,297,125)
  Interest receivable (MS&Co.)             1,098,945      688,008      (493,263)
Increase (decrease) in operating
 liabilities:
  Accrued brokerage fees (MS&Co.)            485,892      137,612       (70,688)
  Accrued incentive fee                    2,289,365           --            --
  Accrued management fees                    161,964       45,871       (23,563)
                                        ------------  -----------  ------------
Net cash provided by (used for)
 operating activities                    142,041,743  108,871,893   (17,271,763)
                                        ------------  -----------  ------------

CASH FLOWS FROM
 FINANCING ACTIVITIES
Cash received from offering of Units     114,248,694   52,162,191    89,829,892
Cash paid for redemptions of Units      (134,248,543) (93,406,701) (108,265,689)
                                        ------------  -----------  ------------
Net cash used for financing activities   (19,999,849) (41,244,510)  (18,435,797)
                                        ------------  -----------  ------------

Net increase (decrease) in
 unrestricted cash                       122,041,894   67,627,383   (35,707,560)
Unrestricted cash at beginning
 of period                               428,483,746  360,856,363   396,563,923
                                        ------------  -----------  ------------

Unrestricted cash at end of period       550,525,640  428,483,746   360,856,363
                                        ============  ===========  ============
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER WCM L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                             FOR THE YEARS ENDED DECEMBER 31,
                                          -------------------------------------
                                              2008         2007         2006
                                          -----------  -----------  -----------
                                               $            $            $
<S>                                       <C>          <C>          <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
Net income (loss)                          15,632,755    7,639,604     (976,826)
Noncash item included in net
 income (loss):
  Net change in unrealized                 (1,306,242)      (3,051)    (708,969)
(Increase) decrease in operating assets:
  Restricted cash                           3,212,995      (51,082)   1,480,693
  Interest receivable (MS&Co.)                187,858      (33,634)     (33,626)
Increase (decrease) in operating
 liabilities:
  Accrued brokerage fees (MS&Co.)             285,175      189,676      (23,917)
  Accrued incentive fees                      242,980      (41,912)      41,912
  Accrued management fees                      95,059       63,225       (7,973)
                                          -----------  -----------  -----------
Net cash provided by (used for)
 operating activities                      18,350,580    7,762,826     (228,706)
                                          -----------  -----------  -----------

CASH FLOWS FROM
 FINANCING ACTIVITIES
Cash received from offering of Units       60,396,996   42,504,231    9,845,502
Cash paid for redemptions of Units        (16,293,166) (12,923,139) (13,193,605)
                                          -----------  -----------  -----------
Net cash provided by (used for)
 financing activities                      44,103,830   29,581,092   (3,348,103)
                                          -----------  -----------  -----------

Net increase (decrease) in
 unrestricted cash                         62,454,410   37,343,918   (3,576,809)
Unrestricted cash at beginning
 of period                                 72,376,602   35,032,684   38,609,493
                                          -----------  -----------  -----------

Unrestricted cash at end of period        134,831,012   72,376,602   35,032,684
                                          ===========  ===========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

CONDENSED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                               LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:                      GAIN       OF NET ASSETS       LOSS       OF NET ASSETS  GAIN/(LOSS)
------------------------------                 --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $146,498,464             $              %              $               %             $
<S>                                            <C>             <C>           <C>              <C>           <C>
      Commodity                                       8,130        0.01           (157,027)       (0.11)        (148,897)
      Equity                                         56,182        0.04           (188,676)       (0.13)        (132,494)
      Foreign currency                            1,629,758        1.11           (868,681)       (0.59)         761,077
      Interest rate                                 511,819        0.35           (131,372)       (0.09)         380,447
                                                  ---------        ----         ----------        -----       ----------
        Grand Total:                              2,205,889        1.51         (1,345,756)       (0.92)         860,133
                                                  =========        ====         ==========        =====
        Unrealized Currency Loss                                                                              (2,353,585)
                                                                                                              ----------
       Total Net Unrealized Loss                                                                              (1,493,452)
                                                                                                              ==========
</TABLE>

<TABLE>
<CAPTION>
                                                  FAIR VALUE % OF NAV
          -                                       ---------- --------
                                                      $         %
          <S>                                     <C>        <C>
          Options purchased on Futures Contracts      --        --
          Options purchased on Forward Contracts     33,971    0.02
          Options written on Futures Contracts        --        --
          Options written on Forward Contracts     (194,835)  (0.13)
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

CONDENSED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2008 AND 2007 (continued)

<TABLE>
<CAPTION>
                                                LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:                    GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS  GAIN/(LOSS)
------------------------------                  --------------- ------------- ---------------- ------------- --------------
2007 PARTNERSHIP NET ASSETS: $269,105,881              $              %              $               %             $
<S>                                             <C>             <C>           <C>              <C>           <C>
      Commodity                                      935,918         0.35         (478,491)        (0.18)         457,427
      Equity                                         815,999         0.30           12,433          0.01          828,432
      Foreign currency                            (6,080,933)       (2.26)         772,643          0.29       (5,308,290)
      Interest rate                                  687,429         0.25         (260,170)        (0.10)         427,259
                                                  ----------        -----         --------         -----       ----------
        Grand Total:                              (3,641,587)       (1.36)          46,415          0.02       (3,595,172)
                                                  ==========        =====         ========         =====
        Unrealized Currency Loss                                                                               (1,053,208)
                                                                                                               ----------
       Total Net Unrealized Loss                                                                               (4,648,380)
                                                                                                               ==========
</TABLE>

<TABLE>
<CAPTION>
                                             FAIR VALUE % OF NAV
                                             ---------- --------
                                                 $         %
     <S>                                     <C>        <C>
     Options purchased on Futures Contracts      --         --
     Options purchased on Forward Contracts    425,159    0.16
     Options written on Futures Contracts        --         --
     Options written on Forward Contracts     (185,984)  (0.07)
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER ASPECT L.P.

CONDENSED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                           LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:               GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS  GAIN/(LOSS)
------------------------------             --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $172,162,948         $              %              $               %             $
<S>                                        <C>             <C>           <C>              <C>           <C>
      Commodity                                 253,941         0.15          (332,170)       (0.19)        (78,229)
      Equity                                      2,335          --           (115,208)       (0.07)       (112,873)
      Foreign currency                          674,424         0.39        (1,113,530)       (0.65)       (439,106)
      Interest rate                           7,328,297         4.26            --              --        7,328,297
                                              ---------        -----        ----------        -----       ---------
        Grand Total:                          8,258,997         4.80        (1,560,908)       (0.91)      6,698,089
                                              =========        =====        ==========        =====
        Unrealized Currency Gain                                                                            812,397
                                                                                                          ---------
       Total Net Unrealized Gain                                                                          7,510,486
                                                                                                          =========

2007 PARTNERSHIP NET ASSETS: $135,732,061
      Commodity                               2,994,888         2.21           261,616         0.19       3,256,504
      Equity                                     84,465         0.06            (3,274)         --           81,191
      Foreign currency                         (351,606)       (0.26)         (238,458)       (0.18)       (590,064)
      Interest rate                           1,502,065         1.11           510,676         0.38       2,012,741
                                              ---------        -----        ----------        -----       ---------
        Grand Total:                          4,229,812         3.12           530,560         0.39       4,760,372
                                              =========        =====        ==========        =====
        Unrealized Currency Gain                                                                            303,734
                                                                                                          ---------
       Total Net Unrealized Gain                                                                          5,064,106
                                                                                                          =========
</TABLE>
  The accompanying notes are an integral part of these financial statements.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

CONDENSED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                           LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:               GAIN/(LOSS)   OF NET ASSETS       LOSS       OF NET ASSETS  GAIN/(LOSS)
------------------------------             --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $524,537,949         $              %              $               %             $
<S>                                        <C>             <C>           <C>              <C>           <C>
      Commodity                               1,188,652         0.23        (1,611,368)       (0.31)        (422,716)
      Equity                                      3,701          --           (198,181)       (0.03)        (194,480)
      Foreign currency                          329,587         0.06        (1,682,150)       (0.32)      (1,352,563)
      Interest rate                           1,808,595         0.34           (30,243)       (0.01)       1,778,352
                                             ----------        -----        ----------        -----       ----------
        Grand Total:                          3,330,535         0.63        (3,521,942)       (0.67)        (191,407)
                                             ==========        =====        ==========        =====
        Unrealized Currency Gain                                                                           1,174,798
                                                                                                          ----------
       Total Net Unrealized Gain                                                                             983,391
                                                                                                          ==========

2007 PARTNERSHIP NET ASSETS: $440,273,980
      Commodity                               1,186,484         0.27          (118,001)       (0.03)       1,068,483
      Equity                                   (102,031)       (0.02)          (23,945)       (0.01)        (125,976)
      Foreign currency                       (1,534,962)       (0.34)         (914,641)       (0.21)      (2,449,603)
      Interest rate                             381,109         0.08          (597,710)       (0.13)        (216,601)
                                             ----------        -----        ----------        -----       ----------
        Grand Total:                            (69,400)       (0.01)       (1,654,297)       (0.38)      (1,723,697)
                                             ==========        =====        ==========        =====
        Unrealized Currency Gain                                                                           1,518,232
                                                                                                          ----------
       Total Net Unrealized Loss                                                                            (205,465)
                                                                                                          ==========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER WCM L.P.

CONDENSED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                           LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:               GAIN/(LOSS)   OF NET ASSETS       LOSS       OF NET ASSETS  GAIN/(LOSS)
------------------------------             --------------- ------------- ---------------- ------------- --------------
2008 PARTNERSHIP NET ASSETS: $134,494,182         $              %              $               %             $
<S>                                        <C>             <C>           <C>              <C>           <C>
      Commodity                                 384,008         0.28          (477,406)       (0.35)        (93,398)
      Equity                                        960          --            (52,288)       (0.04)        (51,328)
      Foreign currency                          230,423         0.17          (713,189)       (0.53)       (482,766)
      Interest rate                           2,943,278         2.19            (3,840)         --        2,939,438
                                              ---------        -----        ----------        -----       ---------
        Grand Total:                          3,558,669         2.64        (1,246,723)       (0.92)      2,311,946
                                              =========        =====        ==========        =====
        Unrealized Currency Gain                                                                             92,136
                                                                                                          ---------
       Total Net Unrealized Gain                                                                          2,404,082
                                                                                                          =========

2007 PARTNERSHIP NET ASSETS: $83,801,936
      Commodity                               1,260,450         1.50          (115,496)       (0.14)      1,144,954
      Equity                                     41,882         0.05            15,947         0.02          57,829
      Foreign currency                         (232,623)       (0.27)          (19,555)       (0.02)       (252,178)
      Interest rate                             126,895         0.15           (30,995)       (0.04)         95,900
                                              ---------        -----        ----------        -----       ---------
        Grand Total:                          1,196,604         1.43          (150,099)       (0.18)      1,046,505
                                              =========        =====        ==========        =====
        Unrealized Currency Gain                                                                             51,335
                                                                                                          ---------
       Total Net Unrealized Gain                                                                          1,097,840
                                                                                                          =========
</TABLE>
  The accompanying notes are an integral part of these financial statements.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS


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

ORGANIZATION.  Morgan Stanley Charter Campbell L.P. ("Charter Campbell"),
Morgan Stanley Charter Aspect L.P. ("Charter Aspect"), Morgan Stanley Charter
Graham L.P. ("Charter Graham"), and Morgan Stanley Charter WCM L.P. ("Charter
WCM") (individually, a "Partnership", and collectively, the "Partnerships") are
limited partnerships organized to engage primarily in the speculative trading
of futures contracts, options on futures and forward contracts, and forward
contracts on physical commodities and other commodity interests, including, but
not limited to, foreign currencies, financial instruments, metals, energy, and
agricultural products (collectively, "Futures Interests").
  The Partnerships may buy or write put and call options through listed
exchanges and the over-the-counter market. The buyer of an option has the right
to purchase (in the case of a call option) or sell (in the case of a put
option) a specified quantity of a specific Futures Interest or underlying asset
at a specified price prior to or on a specified expiration date. The writer of
an option is exposed to the risk of loss if the market price of a Futures
Interest or underlying asset declines (in the case of a put option) or
increases (in the case of a call option). The writer of an option can never
profit by more than the premium paid by the buyer but can lose an unlimited
amount.
  Premiums received/premiums paid from writing/purchasing options are recorded
as liabilities/assets on the Statements of Financial Condition and are
subsequently adjusted to fair values. The difference between the fair value of
an option and the premium received/premiums paid is treated as an unrealized
gain or loss.
  The general partner for each Partnership is Demeter Management Corporation
("Demeter"). The commodity brokers are Morgan Stanley & Co. Incorporated
("MS&Co.") and Morgan Stanley & Co. International plc ("MSIP"). MS&Co. acts as
the counterparty on all trading of foreign currency forward contracts. For
Charter Campbell, Morgan Stanley Capital Group Inc. ("MSCG") acts as the
counterparty on all trading of options on foreign currency forward contracts.
Demeter, MS&Co., MSIP, and MSCG are wholly-owned subsidiaries of Morgan Stanley.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


  Prior to September 15, 2006, the trading advisor for Charter Aspect (formerly
Morgan Stanley Charter MSFCM L.P.) was VK Capital Inc. ("VK Capital").
Effective September 15, 2006, Demeter terminated the management agreement
between Charter Aspect and VK Capital. Consequently, VK Capital ceased all
futures interests trading on behalf of Charter Aspect as of September 15, 2006.
VK Capital was a wholly-owned subsidiary of Morgan Stanley. It was dissolved as
of October 19, 2007.
  Effective September 30, 2006, Demeter terminated the management agreement
between Morgan Stanley Charter WCM (formerly Morgan Stanley Charter Millburn
L.P.) and Millburn Ridgefield Corporation ("Millburn"). Consequently, Millburn
ceased all Futures Interests trading on behalf of Charter WCM as of September
30, 2006.
  Effective October 16, 2006, Demeter entered into a management agreement with
Aspect Capital Limited ("Aspect") to serve as the sole trading advisor to
Charter Aspect effective December 1, 2006.
  Also, effective October 16, 2006, Morgan Stanley Charter MSFCM L.P. changed
its name to Morgan Stanley Charter Aspect L.P.
  Effective October 13, 2006, Demeter entered into a management agreement with
Winton Capital Management Limited ("Winton") to serve as the sole trading
advisor to Charter WCM effective December 1, 2006.
  Also, effective October 13, 2006, Morgan Stanley Charter Millburn L.P.
changed its name to Morgan Stanley Charter WCM L.P.
  For the period from September 15, 2006, to December 1, 2006, for Charter
Aspect and the period from September 30, 2006, to December 1, 2006, for Charter
WCM, all of Charter Aspect's assets and Charter WCM's assets were paid interest
at the rate specified in the then-current Charter Series prospectus, with a
limited partner's share of interest credited to its Units. No management,
brokerage, or incentive fees were charged during this interim period, given the
absence of Futures Interests trading by Charter Aspect and Charter WCM.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


  Effective May 1, 2006, Charter Campbell no longer accepts any subscriptions
for units of limited partnership interest ("Units(s)") in the partnership.
  On April 1, 2007, Morgan Stanley merged Morgan Stanley DW Inc. ("Morgan
Stanley DW") into MS&Co. Upon completion of the merger, the surviving entity,
MS&Co., became the Partnerships' principal U.S. commodity broker-dealer.
  On April 13, 2007, Morgan Stanley & Co. International Limited changed its
name to Morgan Stanley & Co. International plc.
  Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offer Units for purchase or exchange.
  Effective January 1, 2009, Graham Capital Management, L.P. ("Graham") began
trading 100% of Charter Graham's assets pursuant to K4D-15 at the standard
leverage. Prior to January 1, 2009, Graham traded approximately 50% of Charter
Graham's assets pursuant to its Global Diversified Program at 1.5 times the
standard leverage it applied for such program and approximately 50% of Charter
Graham's assets pursuant to its K4 Program at 1.5 times the standard leverage
it applied for such program.
  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.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)



REVENUE RECOGNITION.  Futures Interests are open commitments until settlement
date, at which time they are realized. They are valued at fair value, generally
on a daily basis, and the unrealized gains and losses on open contracts (the
difference between contract trade price and market price) are reported in the
Statements of Financial Condition as a net unrealized gain or loss on open
contracts. The resulting net change in unrealized gains and losses is reflected
in the change in unrealized trading profit (loss) on open contracts from one
period to the next on the Statements of Operations. The fair value of
exchange-traded futures, options and forwards contracts is determined by the
various futures exchanges, and reflects the settlement price for each contract
as of the close of business on the last business day of the reporting
period. The fair value of foreign currency forward contracts is extrapolated on
a forward basis from the spot prices quoted as of approximately 3:00 P.M.
(E.T.) of the last business day of the reporting period. The fair value of
non-exchange-traded foreign currency option contracts is calculated by applying
an industry standard model application for options valuation of foreign
currency options, using as input, the spot prices, interest rates, and option
implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last
business day of the reporting period. Monthly, MS&Co. credits each Partnership
with interest income on 100% of its average daily funds held at MS&Co. and MSIP
to meet margin requirements at a rate approximately equivalent to what the
commodity brokers pay or charge other similar customers on margin deposits. In
addition, MS&Co. credits at each month end each Partnership with interest
income on 100% of such Partnership's assets not deposited as margin at a rate
equal to the monthly average of the 4-week U.S. Treasury bill discount rate
during the month. For purposes of such interest payments, Net Assets do not
include monies owed to the Partnerships on forward contracts and other Futures
Interests.
  The Partnerships' functional currency is the U.S. dollar; however, the
Partnerships may transact business in currencies other than the U.S. dollar.
Assets and liabilities denominated in currencies other than the U.S. dollar are
translated into U.S. dollars at the rates in effect at the date of the
Statements of Financial Condition. Income and expense items denominated in
currencies other than the U.S. dollar are translated into U.S. dollars at the
rates in effect during the period. Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


NET INCOME (LOSS) PER UNIT.  Net income (loss) per Unit is computed using the
weighted average number of Units outstanding during the period.

TRADING EQUITY.  The Partnerships' asset "Trading Equity," reflected on the
Statements of Financial Condition, consists of (A) cash on deposit with MS&Co.
and MSIP to be used as margin for trading; (B) net unrealized gains or losses
on futures and forward contracts, which are valued at fair value and calculated
as the difference between original contract value and fair value; and for
Partnerships which trade in options; and, if any, (C) options purchased at fair
value. Options written at fair value are recorded in "Liabilities".
  The Partnerships, in their normal course of business, enter into various
contracts with MS&Co. and MSIP acting as their commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIP, to the extent that such trading
results in unrealized gains or losses, these amounts are offset and reported on
a net basis on 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 the terms of
their master netting agreement with MS&Co., as the counterparty on such
contracts. The Partnerships have consistently applied their right to offset.

RESTRICTED AND UNRESTRICTED CASH.  As reflected on the Partnerships' Statements
of Financial Condition, restricted cash equals the cash portion of assets on
deposit to meet margin requirements plus the cash required to offset unrealized
losses on foreign currency forwards and options and offset losses on offset
London Metal Exchange positions. All of these amounts are maintained
separately. Cash that is not classified as restricted cash is therefore
classified as unrestricted cash.

BROKERAGE AND RELATED TRANSACTION FEES AND COSTS.  Each Partnership currently
pays a flat-rate monthly brokerage fee of  1/12 of 6% of the Partnership's Net
Assets as of the first day of each month (a 6% annual rate). Such fees
currently cover all brokerage fees, transaction fees and costs, and ordinary
administrative and offering expenses.
  Subsequent to September 15, 2006, for Charter Aspect and subsequent to
September 30, 2006, for Charter WCM, no brokerage fees were paid until December
1, 2006, given the absence of Futures Interests trading.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


OPERATING EXPENSES.  The Partnerships incur monthly management fees and may
incur an incentive fee. All common administrative and continuing offering
expenses including legal, auditing, accounting, filing fees, and other related
expenses are borne by MS&Co. through the brokerage fees paid by the
Partnerships.

CONTINUING OFFERING.  Units of each Partnership were offered at a price equal
to 100% of the Net Asset Value per Unit as of the close of business on the last
day of each month. Effective September 30, 2006, subscriptions for Units of
Charter Aspect and Charter WCM were not accepted until November 30, 2006,
month-end closing when Aspect and Winton commenced trading. No selling
commissions or charges related to the continuing offering of Units were paid by
the limited partners or the Partnerships. MS&Co. paid all such costs.
  Effective May 1, 2006, Charter Campbell no longer accepted any subscriptions
for Units in the Partnership.
  Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offered Units for purchase or exchange.

REDEMPTIONS.  Limited partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of the last day of any month that is
at least six months after the closing at which a person first becomes a limited
partner. The Request for Redemption must be delivered to a limited partner's
local Morgan Stanley Branch Office in time for it to be forwarded and received
by Demeter no later than 3:00 p.m., New York City time, on the last day of the
month in which the redemption is to be effective. Redemptions must be made in
whole Units, with a minimum of 100 Units required for each redemption, unless a
limited partner is redeeming his entire interest in a particular Partnership.
  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
MS&Co.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


EXCHANGES.  On the last day of the first month which occurred more than six
months after a person first became a limited partner in each Partnership except
Charter Campbell, and at the end of each month thereafter, limited partners
could exchange their Units among Charter Aspect, Charter Graham, and Charter
WCM (subject to certain restrictions outlined in the Limited Partnership
Agreements) without paying additional charges.
  Effective September 30, 2006, Charter Aspect and Charter WCM did not accept
any exchanges of Units from any other Charter Series of Funds until the
November 30, 2006, month-end closing when Aspect and Winton commenced trading.
  Effective May 1, 2006, Charter Campbell no longer accepted any exchanges of
Units from any other Charter Series of fund for Units of Charter Campbell.
  Effective December 1, 2008, Charter Aspect, Charter Graham, and Charter WCM
no longer offer Units for purchase or exchange.

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. Demeter does not intend to make any distributions of the
Partnerships' profits.

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. The Partnerships file U.S. federal and
state tax returns.
  Management has continued to evaluate the application of Financial Accounting
Standards Board (the "FASB") Interpretation No. 48 "Accounting for Uncertainty
in Income Taxes--an interpretation of FASB Statement No. 109" ("FIN 48") to the
Partnership, and has determined that FIN 48 does not have a material impact on
the Partnerships' financial statements. The 2005 through 2008 tax years
generally remain subject to examination by U.S. federal and most state tax
authorities.


<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

DISSOLUTION OF THE PARTNERSHIPS.  Charter Aspect will terminate on December 31,
2025 and Charter Campbell, Charter Graham, and Charter WCM will terminate on
December 31, 2035, or at an earlier date if certain conditions occur as defined
in each Partnership's Limited Partnership Agreement.

RECLASSIFICATIONS.  Certain 2006 amounts relating to cash balances were
reclassified on the Statements of Cash Flows to conform to 2007 and 2008
presentation. Such reclassifications have no impact on the Partnerships'
reported net income (loss).

NEW ACCOUNTING DEVELOPMENTS.  In March 2008, the FASB issued Statement of
Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand how
those instruments and activities are accounted for; how and why they are used;
and their effects on a Partnership's financial position, financial performance,
and cash flows. SFAS 161 is effective for financial statements issued for
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The Partnerships are currently evaluating the impact of the
adoption of SFAS 161.
  In September 2008, the FASB issued FASB Staff Position ("FSP") Financial
Accounting Standards ("FAS") No. 133-1 and FIN 45-4, Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161 ("FSP FAS No. 133-1 and FIN 45-4"). FSP FAS No. 133-1 and FIN
45-4 is intended to improve disclosures about credit derivatives by requiring
more information about the potential adverse effects of changes in credit risk
on the financial position, financial performance, and cash flows of the sellers
of credit derivatives. The FSP is effective for financial statements issued for
reporting periods ending after November 15, 2008. The Partnerships are
currently evaluating the impact of adopting FSP FAS No. 133-1 and FIN 45-4.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

  In October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active ("FSP
FAS No. 157-3"). FSP FAS No. 157-3 clarifies the application of SFAS No. 157 in
a market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. FSP FAS No. 157-3 is effective
upon issuance, including prior periods for which financial statements have not
been issued. The issuance of FSP FAS No. 157-3 did not have a material impact
on the Partnership's financial statements.

--------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
Each Partnership pays brokerage fees to MS&Co. (Morgan Stanley DW, through
March 31, 2007) as described in Note 1. Each Partnership's cash is on deposit
with Morgan Stanley DW (through March 31, 2007), MS&Co., and MSIP in futures
interests trading accounts to meet margin requirements as needed. MS&Co.
(Morgan Stanley DW, through March 31, 2007) pays interest on these funds as
described in Note 1. Management fees and incentive fees (if any) incurred by
Morgan Stanley Charter MSFCM L.P. were paid to VK Capital through September 15,
2006.

--------------------------------------------------------------------------------
3. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The trading
advisors for each Partnership at December 31, 2008, were as follows:
Morgan Stanley Charter Campbell L.P.
  Campbell & Company, Inc.

Morgan Stanley Charter Aspect L.P.
  Aspect Capital Limited ("Aspect")

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

Morgan Stanley Charter WCM L.P.
  Winton Capital Management Limited ("Winton")

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

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

MANAGEMENT FEE.  Charter Aspect, Charter Graham, and Charter WCM each pays its
trading advisor a flat-rate monthly fee equal to  1/6 of 1% (a 2% annual rate)
of the Partnership's Net Assets under management by each trading advisor as of
the first day of each month.
  Effective as of September 15, 2006, for Charter Aspect and September 30,
2006, for Charter WCM, no management fees were paid until December 1, 2006,
when Aspect and Winton commenced trading.
  Charter Campbell pays its trading advisor a flat-rate monthly fee equal to
1/12 of 2.65% (a 2.65% annual rate) of the Partnership's Net Assets under
management as of the first day of each month.

INCENTIVE FEE.  Each Partnership's incentive fee is equal to 20% of trading
profits paid on a monthly basis.
  Effective as of September 15, 2006, for Charter Aspect and September 30,
2006, for Charter WCM, no incentive fees were paid until December 1, 2006, when
Aspect and Winton commenced trading.
  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, the trading advisor must recover such losses
before that trading advisor is eligible for an incentive fee in the future.
Cumulative trading losses are adjusted on a pro-rated basis for the amount of
each month's net contributions for each trading advisor.
  Charter Aspect and Charter WCM each pay an incentive fee to Aspect and
Winton, respectively, based upon the performance of each trading advisor
beginning December 1, 2006, without regard to any losses incurred by the prior
trading advisor(s).

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


--------------------------------------------------------------------------------
4. FINANCIAL INSTRUMENTS
The Partnerships trade Futures Interests. 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 fair value of these
contracts, including interest rate volatility.
  The fair value of exchange-traded contracts is based on the settlement price
quoted by the exchange on the day with respect to which fair value is being
determined. If an exchange-traded contract could not have been liquidated on
such day due to the operation of daily limits or other rules of the exchange,
the settlement price shall be the settlement price on the first subsequent day
on which the contract could be liquidated. The fair value of
off-exchange-traded contracts is based on the fair value quoted by the
counterparty.
  The Partnerships' contracts are accounted for on a trade-date basis and
marked to market on a daily basis. Each Partnership accounts for its derivative
investments in accordance with the provisions of SFAS 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 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, swap or options contracts,
and other financial instruments with similar characteristics such as caps,
floors, and collars.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

  The net unrealized gains (losses) on open contracts at December 31, reported
as a component of "Trading Equity" on the Statements of Financial Condition,
and their longest contract maturities were as follows:

CHARTER CAMPBELL

<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>
          2008 (2,252,566)    759,114  (1,493,452) Sep. 2009 Mar. 2009
          2007    660,093  (5,308,473) (4,648,380) Sep. 2008 Mar. 2008
</TABLE>

CHARTER ASPECT

<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>
             2008 7,949,609 (439,123) 7,510,486 Mar. 2010 Jan. 2009
             2007 5,510,058 (445,952) 5,064,106 Mar. 2009 Jan. 2008
</TABLE>

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>
            2008 2,306,468 (1,323,077)  983,391  Jun. 2010 Mar. 2009
            2007 2,077,012 (2,282,477) (205,465) Jun. 2009 Mar. 2008
</TABLE>

CHARTER WCM

<TABLE>
<CAPTION>
                      NET UNREALIZED GAINS
                        ON OPEN CONTRACTS       LONGEST MATURITIES
                  ----------------------------- -------------------
                              OFF-                          OFF-
                  EXCHANGE- EXCHANGE-           EXCHANGE- EXCHANGE-
             YEAR  TRADED    TRADED     TOTAL    TRADED    TRADED
             ---- --------- --------- --------- --------- ---------
                      $         $         $
             <S>  <C>       <C>       <C>       <C>       <C>
             2008 2,404,082    --     2,404,082 Jun. 2010    --
             2007 1,097,840    --     1,097,840 Jun. 2009    --
</TABLE>

  The Partnerships have credit risk associated with counterparty
nonperformance. As of the date of the financial statements, the credit risk
associated with the instruments in which the Partnerships trade is limited to
the amounts reflected in the Partnerships' Statements of Financial Condition.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


  The Partnerships also have credit risk because MS&Co., MSIP, and/or MSCG act
as the futures commission merchants or the counterparties, with respect to most
of the Partnerships' assets. Exchange-traded futures, exchange-traded forward,
and exchange-traded futures-styled options contracts are marked to market on a
daily basis, with variations in value settled on a daily basis. MS&Co. and
MSIP, each acting as a commodity broker for each Partnership's exchange-traded
futures, exchange-traded forward, and exchange-traded 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, exchange-traded forward, and exchange-traded
futures-styled options contracts, including an amount equal to the net
unrealized gains (losses) on all open exchange-traded futures, exchange-traded
forward, and exchange-traded futures-styled options contracts, which funds, in
the aggregate, totaled $158,231,170 and $285,950,890 for Charter Campbell,
$189,083,565 and $133,322,442 for Charter Aspect, $565,899,074 and $442,355,883
for Charter Graham, and $140,870,949 and $80,323,292 for Charter WCM at
December 31, 2008 and 2007, respectively. With respect to each Partnership's
off-exchange-traded forward currency contracts and forward currency options
contracts, there are no daily settlements of variation in value, nor is there
any requirement that an amount equal to the net unrealized gains (losses) on
such contracts be segregated. However, each Partnership is required to meet
margin requirements equal to the net unrealized loss on open forward currency
contracts in the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a custody account held
at MS&Co. With respect to those off-exchange-traded forward currency contracts,
the Partnerships are at risk to the ability of MS&Co., the sole counterparty on
all such contracts, to perform. With respect to those off-exchange-traded
forward currency options contracts, Charter Campbell is at risk to the ability
of MSCG, the sole counterparty on all such contracts, to perform. Each
Partnership has a netting agreement with the counterparties. These agreements,
which seek to reduce both the Partnerships' and the counterparties' exposure on
off-exchange-traded forward currency contracts, including options on such
contracts, should materially decrease the Partnerships' credit risk in the
event of MS&Co.'s or MSCG's bankruptcy or insolvency.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

  In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements". Fair value is the amount that would be recovered when an asset
is sold or an amount paid to transfer a liability, in an ordinary transaction
between market participants at the measurement date (exit price). Market price
observability is impacted by a number of factors, including the types of
investments, the characteristics specific to the investment, and the state of
the market price (including the existence and the transparency of transactions
between market participants). Investments with readily available actively
quoted prices in an ordinary market will generally have a higher degree of
market price observability and a lesser degree of judgment used in measuring
fair value.
  SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value into three levels: Level
1--unadjusted quoted market prices in active markets for identical assets and
liabilities; Level 2--inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or indirectly
(including quoted prices for similar investments, interest rates, credit risk);
and Level 3--unobservable inputs for the asset or liability (including the
Partnership's own assumptions used in determining the fair value of
investments).
  In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, an investment's
level within the fair value hierarchy is based on the lowest level of input
that is significant to the fair value measurement. The Partnerships' assessment
of the significance of a particular input to the fair value measurement in its
entirety requires judgment, and considers factors specific to the investment.
  The Partnerships adopted SFAS 157 as of January 1, 2008. The adoption of SFAS
157 did not have a material impact on the Partnerships' financial statements.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


  The following table summarizes the valuation of each Partnership's
investments by the above SFAS 157 fair value hierarchy as of December 31, 2008:

CHARTER CAMPBELL

<TABLE>
<CAPTION>
                       QUOTED
                      PRICES IN
                       ACTIVE
                       MARKETS    SIGNIFICANT
                         FOR         OTHER    SIGNIFICANT
                      IDENTICAL   OBSERVABLE  UNOBSERVABLE
                       ASSETS       INPUTS       INPUTS
                      (LEVEL 1)    (LEVEL 2)   (LEVEL 3)      TOTAL
                     -----------  ----------- ------------ -----------
         <S>         <C>          <C>         <C>          <C>
         ASSETS
         Unrealized
         gain (loss)
         on open
         contracts   $(2,252,566)  $759,114       n/a      $(1,493,452)
         Options
         purchased        --       $ 33,971       n/a      $    33,971
         LIABILITIES
         Options
         written          --       $194,835       n/a      $   194,835
</TABLE>

CHARTER ASPECT

<TABLE>
<CAPTION>
                        QUOTED
                       PRICES IN
                        ACTIVE
                        MARKETS   SIGNIFICANT
                          FOR        OTHER    SIGNIFICANT
                       IDENTICAL  OBSERVABLE  UNOBSERVABLE
                        ASSETS      INPUTS       INPUTS
                       (LEVEL 1)   (LEVEL 2)   (LEVEL 3)     TOTAL
                       ---------- ----------- ------------ ----------
           <S>         <C>        <C>         <C>          <C>
           ASSETS
           Unrealized
           gain (loss)
           on open
           contracts   $7,949,609  $(439,123)     n/a      $7,510,486
</TABLE>

CHARTER GRAHAM

<TABLE>
<CAPTION>
                        QUOTED
                       PRICES IN
                        ACTIVE
                        MARKETS   SIGNIFICANT
                          FOR        OTHER     SIGNIFICANT
                       IDENTICAL  OBSERVABLE   UNOBSERVABLE
                        ASSETS      INPUTS        INPUTS
                       (LEVEL 1)   (LEVEL 2)    (LEVEL 3)    TOTAL
                       ---------- -----------  ------------ --------
           <S>         <C>        <C>          <C>          <C>
           ASSETS
           Unrealized
           gain (loss)
           on open
           contracts   $2,306,468 $(1,323,077)     n/a      $983,391
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)



CHARTER WCM

<TABLE>
<CAPTION>
                       QUOTED
                      PRICES IN
                       ACTIVE
                       MARKETS   SIGNIFICANT
                         FOR        OTHER    SIGNIFICANT
                      IDENTICAL  OBSERVABLE  UNOBSERVABLE
                       ASSETS      INPUTS       INPUTS
                      (LEVEL 1)   (LEVEL 2)   (LEVEL 3)     TOTAL
                      ---------- ----------- ------------ ----------
           <S>        <C>        <C>         <C>          <C>
           ASSETS
           Unrealized
           gain on
           open
           contracts  $2,404,082     --          n/a      $2,404,082
</TABLE>

--------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS

CHARTER CAMPBELL

<TABLE>
<CAPTION>
                                               2008     2007      2006
                                             -------  --------  -------
        <S>                                  <C>      <C>       <C>
        PER UNIT OPERATING
         PERFORMANCE:
        NET ASSET VALUE, JANUARY 1:          $ 11.13  $  13.09  $ 12.70
                                             -------  --------  -------
        NET OPERATING RESULTS:
           Interest Income                      0.18      0.57     0.60
           Expenses                            (0.99)    (1.09)   (1.09)
           Realized Profit (Loss)/(1)/          0.39     (0.43)   (0.24)
           Unrealized Profit (Loss)             0.17     (1.01)    1.12
                                             -------  --------  -------
           Net Income (Loss)                   (0.25)    (1.96)    0.39
                                             -------  --------  -------
        NET ASSET VALUE,
         DECEMBER 31:                        $ 10.88  $  11.13  $ 13.09
                                             =======  ========  =======
        FOR THE CALENDAR YEAR:
        RATIOS TO AVERAGE NET
         ASSETS:
           Net Investment Loss                (7.4)%    (4.3)%   (3.9)%
           Expenses before Incentive Fees      9.1 %     8.9 %    8.6 %
           Expenses after Incentive Fees       9.1 %     8.9 %    8.6 %
           Net Income (Loss)                  (1.8)%   (15.8)%    2.3 %
        TOTAL RETURN BEFORE
         INCENTIVE FEES                       (2.2)%   (15.0)%    3.1 %
        TOTAL RETURN AFTER
         INCENTIVE FEES                       (2.2)%   (15.0)%    3.1 %

        INCEPTION-TO-DATE RETURN               8.8 %
        COMPOUND ANNUALIZED
         RETURN                                1.4 %
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)



CHARTER ASPECT
<TABLE>
<CAPTION>
                                               2008      2007     2006
                                             --------  -------  -------
        <S>                                  <C>       <C>      <C>
        PER UNIT OPERATING
         PERFORMANCE:
        NET ASSET VALUE, JANUARY 1:          $  18.14  $ 17.38  $ 15.73
                                             --------  -------  -------
        NET OPERATING RESULTS:
           Interest Income                       0.27     0.78     0.79
           Expenses                             (2.36)   (1.60)   (1.21)
           Realized Profit/(1)/                  6.13     1.54     2.40
           Unrealized Profit (Loss)              0.30     0.04    (0.33)
                                             --------  -------  -------
           Net Income                            4.34     0.76     1.65
                                             --------  -------  -------
        NET ASSET VALUE,
         DECEMBER 31:                        $  22.48  $ 18.14  $ 17.38
                                             ========  =======  =======
        FOR THE CALENDAR YEAR:
        RATIOS TO AVERAGE NET
         ASSETS:
           Net Investment Loss                (10.4)%   (4.7)%   (2.5)%
           Expenses before Incentive Fees       7.9 %    7.9 %    6.5 %
           Expenses after Incentive Fees       11.8 %    9.1 %    7.3 %
           Net Income                          21.9 %    4.5 %   10.9 %
        TOTAL RETURN BEFORE
         INCENTIVE FEES                        28.2 %    5.6 %   11.3 %
        TOTAL RETURN AFTER
         INCENTIVE FEES                        23.9 %    4.4 %   10.5 %

        INCEPTION-TO-DATE RETURN              124.8 %
        COMPOUND ANNUALIZED
         RETURN                                 5.6 %
</TABLE>

CHARTER GRAHAM

<TABLE>
<CAPTION>
                                               2008      2007     2006
                                             --------  -------  -------
        <S>                                  <C>       <C>      <C>
        PER UNIT OPERATING
         PERFORMANCE:
        NET ASSET VALUE, JANUARY 1:          $  22.02  $ 19.46  $ 18.60
                                             --------  -------  -------
        NET OPERATING RESULTS:
           Interest Income                       0.34     0.90     0.90
           Expenses                             (2.58)   (1.63)   (1.54)
           Realized Profit/(1)/                  9.29     3.91     1.06
           Unrealized Profit (Loss)              0.06    (0.62)    0.44
                                             --------  -------  -------
           Net Income                            7.11     2.56     0.86
                                             --------  -------  -------
        NET ASSET VALUE,
         DECEMBER 31:                        $  29.13  $ 22.02  $ 19.46
                                             ========  =======  =======
        FOR THE CALENDAR YEAR:
        RATIOS TO AVERAGE NET
         ASSETS:
           Net Investment Loss                 (8.8)%   (3.6)%   (3.3)%
           Expenses before Incentive Fees       7.9 %    8.0 %    8.0 %
           Expenses after Incentive Fees       10.1 %    8.0 %    8.0 %
           Net Income                          28.3 %   12.1 %    4.5 %
        TOTAL RETURN BEFORE
         INCENTIVE FEES                        34.9 %   13.2 %    4.6 %
        TOTAL RETURN AFTER
         INCENTIVE FEES                        32.3 %   13.2 %    4.6 %

        INCEPTION-TO-DATE RETURN              191.3 %
        COMPOUND ANNUALIZED
         RETURN                                11.5 %
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(concluded)



CHARTER WCM
<TABLE>
<CAPTION>
                                               2008     2007     2006
                                             -------  -------  -------
        <S>                                  <C>      <C>      <C>
        PER UNIT OPERATING
         PERFORMANCE:
        NET ASSET VALUE, JANUARY 1:          $ 11.27  $ 10.21  $ 10.46
                                             -------  -------  -------
        NET OPERATING RESULTS:
           Interest Income                      0.16     0.43     0.51
           Expenses                            (1.29)   (0.98)   (0.73)
           Realized Profit (Loss)/(1)/          2.74     1.61    (0.20)
           Unrealized Profit                    0.14     --       0.17
                                             -------  -------  -------
           Net Income (Loss)                    1.75     1.06    (0.25)
                                             -------  -------  -------
        NET ASSET VALUE,
         DECEMBER 31:....................... $ 13.02  $ 11.27  $ 10.21
                                             =======  =======  =======
        FOR THE CALENDAR YEAR:
        RATIOS TO AVERAGE NET
         ASSETS:
           Net Investment Loss                (9.0)%   (5.1)%   (2.1)%
           Expenses before Incentive Fees      7.7 %    7.6 %    6.8 %
           Expenses after Incentive Fees      10.3 %    9.1 %    6.9 %
           Net Income (Loss)                  13.0 %   11.3 %   (2.2)%
        TOTAL RETURN BEFORE
         INCENTIVE FEES                       18.4 %   11.9 %   (2.3)%
        TOTAL RETURN AFTER
         INCENTIVE FEES                       15.5 %   10.4 %   (2.4)%

        INCEPTION-TO-DATE RETURN              30.2 %
        COMPOUND ANNUALIZED
         RETURN                                2.7 %
</TABLE>

(1)Realized Profit (Loss) is a balancing amount necessary to reconcile the
   change in Net Asset Value per Unit with the other per Unit information.

<PAGE>

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