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 [No Fee Required]
For the year ended December 31, 2005 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ________________to___________________

Commission File Number 0-50064

	MORGAN STANLEY CHARTER CAMPBELL L.P.

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

	    DELAWARE		      						01-0710311
(State or other jurisdiction of			   	  (I.R.S. Employer
incorporation or organization)		 	  	 	  Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY			    		   	        		  10017
(Address of principal executive offices)		 		(Zip Code)

Registrant?s telephone number, including area code     	   (212) 905-2700

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 (section 229.405 of this chapter) 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 of this Form 10-K. [X]

Indicate by check-mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definitions of ?accelerated
filer and large accelerated filer? in Rule 12b-2 of the Exchange Act.  (Check
one):

Large accelerated filer___  Accelerated filer____  Non-accelerated filer __X__

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:
$339,761,138 at June 30, 2005.

	DOCUMENTS INCORPORATED BY REFERENCE
	(See Page 1)


<page> <table> MORGAN STANLEY CHARTER CAMPBELL L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2005
<caption>
	                               Page No.

							<c>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . 	. . . . . 1

Part I .

	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. . . . 6

Part II.

	Item 5.			Market for the Registrant's Partnership Units
				and Related Security Holder Matters . . . . . . . . . . .7?8

	Item 6.		Selected Financial Data . . . . . . . . . . . . . . . . . .9

	Item 7.		Management's Discussion and Analysis of Financial
			Condition and Results of Operations . . . . . . . . . .10?27

	Item 7A.			Quantitative and Qualitative Disclosures About
			Market Risk . . . . . . . . . . . . . . . . . . . . . .27?41

	Item 8.		Financial Statements and Supplementary Data. . . . . . . .42

	Item 9.		Changes in and Disagreements with Accountants on
			Accounting and Financial Disclosure. . . . . . . . . . . .42

	Item 9A.		Controls and Procedures . . . . . . . . . . . . . . . .43-45

	Item 9B.		Other Information . . . . . . . . . . . . . . . . . . . . 45

Part III.

	Item 10.		Directors and Executive Officers of the Registrant. ..	46?51
	Item 11. 	Executive Compensation . . . . . . . . . . . . . . . . . .51
	Item 12.		Security Ownership of Certain Beneficial Owners
				and Management. .. . . . . . . .  . . . . . . . . . . . . 52
	Item 13. 	Certain Relationships and Related Transactions. . . . . . 52

	Item 14. 	Principal Accounting Fees and Services . . . . . . . . 53?54

Part IV.

	Item 15.			Exhibits and Financial Statement Schedules . . . . . .	55?56

</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
  	April 25, 2005 	       I

	Partnership?s Supplement to the
	Prospectus dated December 8, 2005		  I

	Annual Report to Morgan Stanley
	Charter Series Limited Partners
	for the year ended December 31, 2005	  II, III, and IV






<page> PART I
Item 1.  BUSINESS
(a) General Development of Business. Morgan Stanley Charter Camp-
bell L.P. (the "Partnership") is a Delaware limited partnership
organized in 2002 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 October 1, 2002. The
Partnership is one of the Morgan Stanley Charter series of funds,
comprised of the Partnership, Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter Millburn L.P., and Morgan Stanley Charter
MSFCM L.P. (collectively, the ?Charter Series?).

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?).  The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Effective January 2006, Morgan Stanley Capital Group Inc. (?MSCG?)
acts as the counterparty on all the options on foreign currency
forward contracts.  Demeter, Morgan Stanley DW, MS & Co., MSIL,
and MSCG are wholly-owned subsidiaries of Morgan Stanley.
<page> Campbell & Company, Inc. (the ?Trading Advisor?) is the
trading advisor to the Partnership.

Units of limited partnership interest (?Unit(s)?) are 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 managing underwriter for the Partnership is Morgan Stanley DW.

The Partnership began the year at a net asset value per Unit of
$11.58 and increased by 9.7% to $12.70 on December 31, 2005.  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 on such contracts.  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 the Trading Advisor.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
<page> prospectus dated April 25, 2005 (the ?Prospectus?) and
the Partnership?s supplement to the Prospectus dated December 8,
2005 (the ?Supplement?), incorporated by reference in this Form
10-K,  set forth below.

	Facets of Business
	1.	Summary	1.	"Summary" (Pages 1-9 of the
Prospectus and Pages S-1 ?
S-2 of the Supplement).

	2.	Futures, Options, and	      2.	 "The Futures, Options, and
		Forwards Markets          	    Forwards Markets? (Pages
				   116?121 of the Prospectus).

	3.	Partnership's Trading	3.	 ?Use of Proceeds? (Pages
		Arrangements and	               24-25 of the Prospectus).
		Policies		 ?The Trading Advisors?
			(Pages 66-91 of the
			 Prospectus and Pages S-30 ?
			 S-35 of the Supplement).

	4.	Management of the Part-	4.	 ?The Trading Advisors ?
      		nership		  Management Agreements?
		 		(Page 66 of the Prospectus).
				?The General Partner?
			(Pages 59-65 of the
			 Prospectus and Page
			 S-29 of the Supplement).
		 	?The Commodity Brokers?
			(Pages 94-95 of the
			 Prospectus) and ?The
			 Limited Partnership
			 Agreements? (Pages 97-
			 100 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 107?115 of
					 the Prospectus and Page
					 S-38 of the Supplement).



<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 SEC maintains a website that contains annual,
quarterly, and current reports, proxy statements, and other
information that issuers (including the Partnership) file
electronically with the SEC.  The SEC?s website address is
http://www.sec.gov.

Item 1A.  RISK FACTORS
The Partnership is in the business of speculative trading of
futures, forward, 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
<page> Partnership?s Prospectus and the Partnership?s Supplement,
incorporated by reference in this Form 10-K, set forth in the
?Risk Factors? section of the Prospectus at pages 10-15 and the
?Risk Factors? section of the Supplement at pages S-2 ? S-3.

Item 1B.  UNRESOLVED STAFF COMMENTS
Not applicable.

Item 2.  PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of Morgan Stanley DW.  The Morgan Stanley DW
offices utilized by the Partnership are located at 330 Madison
Avenue, 8th Floor, New York, NY 10017.

Item 3.  LEGAL PROCEEDINGS
None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<page>	PART II

Item 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED
        SECURITY HOLDER MATTERS


(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, 2005
was approximately 11,990.

(c)	Distributions. No distributions have been made by the
Partnership since it commenced trading operations on October 1,
2002.  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. Units are 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 December 31, 2005
was $434,560,232.


<page>
(e) Underwriter.  The managing underwriter for the Partnership is
Morgan Stanley DW.

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

Initial Registration	3,000,000.000		July 29, 2002	333-85078
Additional Registration	18,000,000.000		February 26, 2003	333-103171
Additional Registration	 34,000,000.000 	  April 28, 2004	      333-113878
   Total Units Registered       55,000,000.000

Units sold through 12/31/05     37,831,485.389

Units unsold through 12/31/05   17,168,514.611

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
											    Period from
									     		   October 1, 2002
								       		  (commencement of
			          For the Years Ended December 31,          operations) to
				   2005 	     2004             2003 	  December 31, 2002

				<c>			<c>			<c>		<c>
Total Trading Results
including interest
income                  61,141,957    24,521,854       13,377,361	          107,809

Net Income (Loss)       32,367,320     3,033,128        7,350,048 	        (175,436)

Net Income (Loss)
Per Unit (Limited
& General Partners)	           1.12          0.44	             1.56  	          (0.42)

Total Assets     	      400,633,910   280,775,155      	112,887,667       19,743,654

Total Limited
Partners' Capital	      388,854,021   272,588,976      	110,098,161       19,384,720

Net Asset Value
Per Unit                     12.70         11.58	            11.14	             9.58



</table>




























<page> Item 7. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		CONDITION AND RESULTS OF OPERATIONS
Liquidity.  The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker, and MS & Co. and MSIL as
clearing 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
<page> daily limit for several consecutive days with little or no
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 expects to
have, any capital assets.  Redemptions, exchanges, and sales of
Units in the future will affect the amount of funds available for
investments in futures, forwards, and options in subsequent <page>
periods.  It is not possible to estimate the amount, and therefore
the impact, of future inflows and outflows of Units.

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.

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.

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, 2005, 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
<page> 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.

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 cost 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 foreign currency forward contracts 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.

<page> 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.

The Partnership recorded total trading results including interest
income totaling $61,141,957 and expenses totaling $28,774,637,
resulting in net income of $32,367,320 for the year ended December
31, 2005.  The Partnership?s net asset value per Unit increased
from $11.58 at December 31, 2004 to $12.70 at December 31, 2005.
Total redemptions and subscriptions for the year were $66,061,364
and $151,257,643, respectively, and the Partnership?s ending
capital was $393,064,313 at December 31, 2005, an increase of
$117,563,599 from ending capital at December 31, 2004 of
$275,500,714.

The most significant trading gains of approximately 7.0% were
recorded in the global interest rate futures markets during
January from long positions in European bond futures as prices
moved higher due to conflicting economic data out of the European
Union and uncertainty in the equity markets.  Further gains were
recorded in March and April from long positions in European
interest rate futures as prices strengthened due to weakness in
the equity markets.  During May, gains were recorded from long
positions in European interest rate futures as prices increased
early in the month as investors sought the safe-haven of fixed-
income investments due to speculation that certain hedge funds may
<page> have experienced significant losses.  Prices then continued
to strengthen after European Central Bank representatives rejected
calls for increases in European interest rates and French voters
rejected the European Union constitution.  During June, gains were
recorded from long positions in European interest rate futures as
prices trended higher due to European Central Bank officials?
decision to keep key interest rates unchanged and the release of
weak economic data.  Later in June, long positions in European
interest rate futures experienced further gains as prices
continued to move higher after the Swedish Central Bank made a
sharper cut in interest rates than had been expected.  Additional
gains of approximately 6.9% were recorded in the currency markets
during March from short positions in the Japanese yen against the
U.S. dollar as the value of the yen declined due to investor
pessimism regarding the long-term future of the Japanese economy.
Additional gains were experienced during May and June from short
positions in the euro and Japanese yen relative to the U.S. dollar
as the value of the U.S. dollar moved steadily higher after China
downplayed rumors of a move toward a flexible exchange rate, the
rejection of the European Constitution by French voters, data
indicating a slowing in the euro-zone and Japanese economies, and
the ninth consecutive quarter-point interest rate hike by the U.S.
Federal Reserve.  In July, gains were recorded from long U.S.
dollar positions against the Japanese yen as the value of the U.S.
dollar continued to move higher on news that the U.S. Current-
Account deficit had narrowed.  In September, additional gains were
recorded from long U.S. dollar positions relative to the Japanese
yen and the euro as the value of the U.S. dollar moved higher amid
<page> bolstered expectations that the U.S. Federal Reserve would
most likely continue to raise interest rates.  In addition, the
value of the euro was pulled lower after the release of lower 2005
and 2006 growth estimates for the European economy and news that
Germany?s incumbent Chancellor, Gerhard Schroeder, refused to
concede defeat to the opposition leader, Angela Merkel, in the
days after the election.  During the fourth quarter, long U.S.
dollar positions relative to the Japanese yen and the euro
recorded additional gains as the value of the U.S. dollar trended
higher due to significant interest rate differentials between the
U.S., Japan, and the European Union.  In the energy markets, gains
of approximately 3.3% were recorded from long positions in crude
oil and its related products as prices trended higher during
January, February, and March amid news of increased demand from
China, fears of terror attacks against production facilities in
the Middle East, cold weather in the Northeastern U.S., and
predictions from analysts at Goldman Sachs that oil prices could
reach $105 a barrel.  Further gains were recorded during June from
long positions as prices moved higher amid concerns that
production facilities in Gulf of Mexico would be affected by a
tropical storm and news of weak supply.  Additional gains in the
energy markets were recorded during August from long positions in
crude oil, its related products, and natural gas futures as prices
climbed higher throughout the month on supply and demand concerns.
After Hurricane Katrina struck the Gulf of Mexico, prices advanced
further to touch record highs.  Finally, in December, long
positions in crude oil resulted in gains as prices finished higher
after news of a rebound in energy demand.  Within the metals
<page> markets, gains of approximately 1.1% were experienced
throughout a majority the year from long positions in copper
futures as prices trended higher amid persistent demand from
China.  A portion of the Partnership?s gains for year was offset
by losses of approximately 2.7% in the global stock index futures
markets.  Losses were recorded during January from long positions
in U.S. equity index futures as prices finished lower amid weak
consumer confidence data, concerns regarding U.S. interest rate
policy and the potential for corporate profit growth to slow down.
Further losses were experienced during March from long positions
in U.S. equity index futures after prices moved lower early in the
month amid concerns about the growing U.S. trade deficit, a weaker
U.S. dollar, inflation fears, and a surge in crude oil prices.  In
April, long positions in U.S. stock index futures experienced
losses as prices declined sharply towards the beginning of the
month on concerns for economic growth.  Weaker-than-expected U.S.
Gross Domestic Product data, resulted in prices continuing their
decline throughout the second half of April.  Further losses in
the global stock index futures markets were experienced in June
from short positions in U.S. equity index futures as prices
increased early in the month on optimism regarding the future of
the U.S. economy.  Newly established long positions in U.S. equity
index futures resulted in additional losses as prices declined
towards the end of the month on investor worries regarding high
oil prices.  Finally in October, losses were recorded from long
positions in U.S. stock index futures as prices declined amid
negative market sentiment, economic uncertainties due to the
<page> devastating effects of Hurricanes Katrina and Rita, and
persistent warnings on U.S. inflation by the U.S. Federal Reserve.


The Partnership recorded total trading results including interest
income totaling $24,521,854 and expenses totaling $21,488,726,
resulting in net income of $3,033,128 for the year ended December
31, 2004.  The Partnership?s net asset value per Unit increased
from $11.14 at December 31, 2003 to $11.58 at December 31, 2004.
Total redemptions and subscriptions for the year were $14,485,166
and $175,624,554, respectively, and the Partnership?s ending
capital was $275,500,714 at December 31, 2004, an increase of
$164,172,516 from ending capital at December 31, 2003 of
$111,328,198.

The most significant trading gains of approximately 13.8% were
generated in the global interest rate markets, primarily during
February, March, and August, from long positions in European and
U.S. interest rate futures as prices moved higher on speculation
about European and U.S. interest rate policy, uncertainty in the
global equity markets, safe-haven buying amid major geopolitical
concerns, and surging energy prices.  Further gains from long
positions in European interest rates were recorded in the fourth
quarter as prices continued to trend higher for the aforementioned
reasons, in addition to the rise in the value of the euro, which
<page> created strong demand for euro-denominated investments.
Additional gains of approximately 2.5% were experienced in the
currency markets during January, February, September, October, and
November from long positions in the New Zealand and Canadian
dollar versus the U.S. dollar as the value of these ?Commodity
Currencies? strengthened due to higher gold prices and interest
rate hikes by the Reserve Bank of New Zealand and the Bank of
Canada.  The widening U.S. Current-Account deficit, concerns for
potential terrorist attacks, and rising oil prices also pulled the
value of the U.S. dollar lower versus these currencies, as well as
against the British pound.  The value of the British pound was
bolstered during January, February, and November by looming
expectations for further increases in U.K. interest rates by the
Bank of England.  Elsewhere in the currency markets, gains were
accumulated during January and February from short positions in
the Swiss franc relative to the U.S. dollar as the value of the
franc moved lower due to conflicting economic data out of
Switzerland.  Long positions in the Swiss franc relative to the
U.S. dollar resulted in additional gains in November as the value
of the U.S. dollar declined due to investor perceptions that the
Bush Administration was unlikely to intervene in the currency
markets to strengthen the U.S. dollar.  Smaller gains of
approximately 2.2% were recorded in the energy markets, primarily
during February, April, and May, from long futures positions in
<page> crude oil and its related products as prices trended higher
amid fears of potential terrorist attacks on Saudi Arabian oil
facilities, disruptions in Iraqi oil production, falling inventory
levels, and uncertainty regarding production levels from OPEC.  A
portion of the Partnership?s overall gains for the year was offset
by losses of approximately 2.0% in the global stock index markets,
primarily during March, from long European stock index futures
positions as equity prices dropped due to terror attacks in
Madrid, worse-than-expected German industrial production, and weak
business confidence data.  Further losses were recorded during
July from long positions in European equity index futures as
prices reversed lower early in the month due to the release of
disappointing U.S. employment data, surging energy prices, and
government warnings concerning potential terrorist attacks.
During September, losses continued from long positions in European
equity index futures as rising energy prices, conflicting economic
data, and weak corporate earnings data pulled prices lower.
Elsewhere in the global stock index futures markets, losses were
recorded from positions in Japanese equity index futures during
May, October, and November as prices moved without consistent
direction amid conflicting economic data regarding a Japanese
economic recovery and volatility in the energy markets.  Smaller
losses of approximately 0.6% were incurred in the metals markets
from both long and short positions in nickel futures as prices
<page> moved erratically throughout most of the year amid
conflicting news regarding supply and demand and volatility in the
U.S. dollar.

The Partnership recorded total trading results including interest
income totaling $13,377,361 and expenses totaling $6,027,313,
resulting in net income of $7,350,048 for the year ended December
31, 2003.  The Partnership?s net asset value per Unit increased
from $9.58 at December 31, 2002 to $11.14 at December 31, 2003.
Total redemptions and subscriptions for the year were $5,661,166
and $90,036,873, respectively, and the Partnership?s ending
capital was $111,328,198 at December 31, 2003, an increase of
$91,725,755 from ending capital at December 31, 2002 of
$19,602,443.

The most significant trading gains of approximately 29.1% in the
currency markets were produced from long positions in the euro,
British pound, and Japanese yen versus the U.S. dollar during a
majority of the year as the value of the U.S. dollar declined
sharply due to geopolitical uncertainty and negative economic
data.  Additional currency gains were recorded from long
positions in the Australian dollar, New Zealand dollar, South
African rand, and Canadian dollar against the U.S. dollar as the
value of the ?Commodity Currencies? increased versus the U.S.
dollar on the heels of higher commodity prices and a significant
<page> interest rate differential between these countries and
the U.S.  In the global stock index futures markets, gains of
approximately 5.7% were experienced from long positions in U.S.,
Pacific Rim, and European stock index futures as global equity
prices moved higher throughout a majority of the year due to
continued optimism regarding a global economic recovery.  A
portion of the Partnership?s overall gains for the year was
offset by losses of approximately 3.7% recorded in the global
interest rate markets primarily during the third quarter from
positions in U.S., European, and Japanese interest rate futures
as prices first declined during July amid rising interest rates
and a rally in global equities and prices then reversed higher
during August and September as renewed fears for an
unsustainable economic recovery resurfaced.  Additional losses
of approximately 1.2% were recorded in the energy markets,
primarily during October, as the Partnership entered the month
with short natural gas positions that proved unprofitable as
prices rallied during the first part of the month.  In response
to this rise in prices, the Partnership reversed its position
from short to long, only to see prices decline in the latter
part of the month.  In December, long futures positions in
natural gas resulted in further losses as prices fell sharply
following mild temperatures across the U.S. and the U.S.
Department of Energy reports of increases in inventories that
<page> were much larger than expected.  Elsewhere in the energy
markets, losses were recorded from futures positions in crude
oil and its related products during September as prices trailed
lower throughout a majority of the month and then unexpectedly
reversed higher after OPEC announced that it would move to
reduce output.

For an analysis of unrealized gains and (losses) by contract type
and a further description of 2005 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2005, 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.

Market Risk.
Financial Instruments.  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
<page> 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 if 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 100% loss.

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.

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
<page> 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 brokers
inform the Partnership, as with all their customers, of the
Partnership?s net margin requirements for all its existing open
positions, and Demeter has installed a system which permits it to
monitor the Partnership?s potential net credit exposure, exchange
<page> 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
Morgan Stanley DW, have determined to be creditworthy.  The
Partnership presently deals with MS & Co. as the sole counterparty
on forward contracts.

<page> 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,
2005, 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
operation.

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 <page>
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, forwards, and options 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 contracts in the Partnership
accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at
Morgan Stanley DW for the benefit of 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
<page> Partnership to typically 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?
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
<page> 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
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
<page> 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.

VaR models, including the Partnership?s, are continuously 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.


<page> 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, 2005 and 2004. At
December 31, 2005 and 2004, the Partnership?s total capitalization
was approximately $393 million and $276 million, respectively.

Primary Market 	  December 31, 2005		December 31, 2004
Risk Category           Value at Risk		   Value at Risk

Currency				   (1.51)%			 (2.21)%

Interest Rate			   (1.19)				 (1.29)

Equity				   (0.84)	  	 	      (2.12)

Commodity				   (1.52)	  		      (0.40)

Aggregate Value at Risk	   (3.30)%		      (3.04)%

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
<page> even within a single trading day, which could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the December 31, 2005 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, 2005 through December 31, 2005.

Primary Market Risk Category     High          Low       Average

Currency					  (2.18)%		(1.51)%	 (1.82)%

Interest Rate				  (2.86)	     (0.56)	 (1.42)

Equity					  (1.55)		(0.84)	 (1.28)

Commodity					  (1.52)		(0.29)	 (0.93)

Aggregate Value at Risk  	  (3.43)%	  	(2.55)%	 (3.15)%

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:


<page>
*	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.

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, 2004 and for the four quarter-end
reporting periods during calendar year 2005.  VaR is not <page>
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 Morgan Stanley DW; as of December 31,
2005, such amount is equal to approximately 87% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result 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,
<page> 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
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
<page> 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, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The second largest market exposure of the Partnership
at December 31, 2005 was to the currency sector.  The
Partnership?s currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the
historical pricing relationships between different currencies
and currency pairs.  Interest rate changes, as well as political
and general economic conditions influence these fluctuations.
At December 31, 2005, the Partnership?s major exposure was 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.

Interest Rate.  The third largest market exposure of the
Partnership at December 31, 2005 was to the global interest rate
sector.  Exposure was primarily spread across the European,
<page> 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., Britain, 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 primary interest rate exposure of the
Partnership for the foreseeable future.  The speculative futures
positions held by the Partnership may range from short to long-
term instruments. Consequently, changes in short, medium, or
long-term interest rates may have an effect on the Partnership.

Equity.  At December 31, 2005, the Partnership had market
exposure to the global stock index sector.  Exposure was
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 indices.  At December 31, 2005, the
<page> Partnership?s primary exposures were to the S&P 500
(U.S.), DAX (Germany),  NASDAQ 100 (U.S.), Euro Stoxx 50
(Europe), CAC 40 (France), Nikkei 225 (Japan), FTSE 100 (United
Kingdom), Hang Seng (China), IBEX 35 (Spain), SPI 200
(Australia), and TAIWAN (Taiwan) stock indices.  The Partnership
is exposed to the risk of adverse price trends or static markets
in the European, U.S., Chinese, and Japanese 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.
Energy.  The largest market exposure of the Partnership at
December 31, 2005, was to the energy sector.  The
Partnership?s energy exposure was primarily to futures
contracts in crude oil and its related products, and
natural gas.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
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 prices resulting from weather pattern and
<page> supply and demand factors and will likely continue
in this choppy pattern.

Metals.	At December 31, 2005, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper and zinc, and precious metals, such as 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 Partnership 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, 2005:

Foreign Currency Balances. The Partnership?s primary
foreign currency balances at December 31, 2005 were in
euros, British pounds, Hong Kong dollars, Japanese yen,
Canadian dollars, Australian dollars, and Swiss francs.
The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into
<page> 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 and trading approaches, and by
monitoring the performance of the Trading Advisor daily.  In
addition, the Trading Advisor establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.

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.







<page>
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.

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

2005
March 31       $ (4,093,628)	    $(10,337,040) 	    $(0.43)
June 30 		  42,711,425	   	 35,851,381		 1.31
September 30	   4,172,132	    	 (3,350,899)	     (0.12)
December 31      18,352,028	   	 10,203,878	      0.36

Total			$ 61,141,957	    $ 32,367,320	    $ 1.12


2004
March 31       $ 24,514,628	    $ 17,343,278 	    $ 1.59
June 30 		 (16,865,882)	   	(21,004,169)		(1.41)
September 30	  (3,963,978)	    	 (8,724,903)	     (0.46)
December 31      20,837,086	   	 15,418,922	      0.72

Total			$ 24,521,854	    $  3,033,128	    $ 0.44




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

None.



<page>
Item 9A.  CONTROLS AND PROCEDURES
(a)	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.

(b)	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.

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
<page> 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
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
<page> 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,
2005.  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, 2005.

Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on
Management?s assessment of the Partnership?s internal control over
financial reporting and on the effectiveness of the Partnership?s
internal control over financial reporting.  This report, which
expresses an unqualified opinion on Management?s assessment and on
the effectiveness of the Partnership?s internal control over
financial reporting, appears under ?Report of Independent
Registered Public Accounting Firm? in the Partnership?s Annual
Report to Limited Partners for the year ended December 31, 2005.

Item 9B.  OTHER INFORMATION
None.
<page>                       PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter.

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

Effective May 1, 2005, Mr. Raymond A. Harris resigned his position
as a Director of Demeter.

Effective May 1, 2005, Mr. Todd Taylor resigned his position as a
Director of Demeter.

Effective May 1, 2005, Mr. William D. Seugling resigned his
position as a Director of Demeter.

Effective May 1, 2005, Ms. Louise M. Wasso-Jonikas resigned her
position as a Director of Demeter.

Mr. Jeffrey A. Rothman, age 44 is the Chairman of the Board of
Directors and President of Demeter. Mr. Rothman is the Managing
Director of Morgan Stanley Alternative Investments Group,
responsible for overseeing all aspects of the firm?s Managed
<page> Futures Department. Mr. Rothman has been with the Managed
Futures Department for nineteen years.  Throughout his career, Mr.
Rothman has helped with the development, marketing, and
administration of approximately 40 commodity pools. Mr. Rothman is
an active member of the Managed Funds Association and has recently
served on its Board of Directors.  Mr. Rothman has a B.A. degree
in Liberal Arts from Brooklyn College, New York.

Mr. Richard A. Beech, age 54, is a Director of Demeter.  Mr. Beech
has been associated with the futures industry for over 25 years.
He has been at Morgan Stanley DW since August 1984, where he is
presently an Executive Director in the Fixed Income Department.
Mr. Beech began his career at the Chicago Mercantile Exchange,
where he became the Chief Agricultural Economist doing market
analysis, marketing, and compliance. Prior to joining Morgan
Stanley DW, Mr. Beech worked at two investment banking firms in
operations, research, managed futures, and sales management.  Mr.
Beech has a B.S. degree in Business Administration from Ohio State
University and an M.B.A. degree from Virginia Polytechnic
Institute and State University.

Ms. Shelley Hanan, age 45, is a Director of December.  Ms. Hanan
joined Morgan Stanley in 1984.  She eventually became the Regional
Manager of the Southwest for Private Wealth Management and a
Senior Representative for the Morgan Stanley Foundation in <page>
Southern California.  Her focus was senior relationship management
of the firm?s largest private clients in the Southwest.  Since
January 2005, Ms. Hanan has held the position of Chief Operating
Officer of the U.S. Client Coverage Group and is a Managing
Director.  Ms. Hanan graduated from the University of California
at San Diego with a B.A. in Psychology.

Mr. Frank Zafran, age 51, is a Director of Demeter.  Mr. Zafran is
a Managing Director of Morgan Stanley and, in November 2005, was
named Managing Director of Wealth Solutions.  Previously, Mr.
Zafran was Chief Administrative Officer of Morgan Stanley?s Client
Solutions Division. Mr. Zafran joined the firm in 1979 and 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 401(k) Plan
Services, responsible for all aspects of 401(k) Plan Services
including marketing, sales, and operations. Mr. Zafran received a
B.S. degree in Accounting from Brooklyn College, New York.

Mr. Douglas J. Ketterer, age 40, is a Director of Demeter.  Mr.
Ketterer is a Managing Director at Morgan Stanley and is head of
the Managed Money Group.  The Managed Money Group is comprised of
a number of departments (including the Alternative Investments
Group, Consulting Services Group, and Mutual Fund Department)
which offer products and services through Morgan Stanley?s Global
Wealth Management Group.  Mr. Ketterer joined Morgan Stanley in
<page> 1990 and has served in many roles in the corporate
finance/investment banking, asset management, and distribution
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.
in Finance from the University at Albany?s School of Business.

Mr. Harry Handler, age 47, is a Director of Demeter. Mr. Handler
serves as an Executive Director for Morgan Stanley in the Global
Wealth Management Group.  Mr. Handler works in the Investment
Solutions Division as Chief Infrastructure and Risk Officer.
Additionally, Mr. Handler also serves as Chairman of the Morgan
Stanley DW Best Execution Committee and manages the Global Wealth
Management Group 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, and
Annuities.  Prior to his transfer to the Information Technology
Area, Mr. Handler managed the Foreign Currency and Precious Metals
Trading Desk for 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
<page> from the University of Wisconsin-Madison with a B.A. degree
and a double major in History and Political Science.

Mr. Kevin Perry, age 36, is the Chief Financial Officer of
Demeter.  Mr. Perry currently serves as an Executive Director
and Controller within the Global Wealth Management Group at
Morgan Stanley.  Mr. Perry joined Morgan Stanley in October 2000
and is also Chief Financial Officer of Morgan Stanley Trust
National Association. Prior to joining Morgan Stanley, Mr. Perry
worked as an auditor and consultant in the financial services
practice of Ernst & Young LLP from October 1991 to October 2000.
Mr. Perry received a B.S. degree in Accounting from the
University of Notre Dame in 1991 and is a Certified Public
Accountant.

All of the foregoing directors have indefinite terms.

The Audit Committee
The Partnership is operated by its general partner, Demeter, and
does not have an audit committee.  The entire Board of Directors
of Demeter serves as the audit committee.  None of the directors
are considered to be ?independent? as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.  The Board of Directors of Demeter has <page>
determined that Mr. Kevin Perry is the audit committee financial
expert.

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.

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.



<page>
Item 12. 	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners ? At December
31, 2005, 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, 2005,
Demeter owned 331,424.599 Units of general partnership interest,
representing a 1.07 percent interest in the Partnership.

(c) Changes in Control ? None.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2005, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K.  In
its capacity as the Partnership?s retail commodity broker, Morgan
Stanley DW received commodity brokerage fees (paid and accrued by
the Partnership) of $20,072,049 for the year ended December 31,
2005.



<page>
Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
Morgan Stanley DW, on behalf of the Partnership, pays all
accounting fees.  The Partnership reimburses Morgan Stanley DW
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, 2005.

(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 assessment of the effectiveness of the
internal control over financial reporting, and in connection with
statutory and regulatory filings were approximately $39,325 for
the year ended December 31, 2005 and $38,825 for the year ended
December 31, 2004.

(2)	Audit-Related Fees.  None.

(3)	Tax Fees.  The Partnership did not pay Deloitte & Touche LLP
any amounts in 2005 and 2004 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.

The Board of Directors of Demeter serves 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 Morgan Stanley DW 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 AND FINANCIAL STATEMENT SCHEDULES

1. Listing of Financial Statements
 The following Financial Statements
    registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year
ended December 31, 2005, 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,
2005, 2004, and 2003.

-	Statements of Financial Condition, including the Schedules
of Investments, as of December 31, 2005 and 2004.

-	Statements of Operations, Changes in Partners' Capital, and
Cash Flows for the years ended December 31, 2005, 2004, and
2003.

-	Notes to Financial Statements.

 With the exception of the
1580:
information incorporated in Items 7, 8, and 13, the Annual
Report to Limited Partners for the year ended December 31,
2005, 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 Page E-1 ? E-3.




<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 CAMPBELL L.P.
					(Registrant)

				BY:	Demeter Management Corporation,
					General Partner

March 31, 2006		BY: /s/ Jeffrey A. Rothman
                              Jeffrey A. Rothman, 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/ 	Jeffrey A. Rothman                    		March 31, 2006
	  	Jeffrey A. Rothman, President

    /s/    Richard A. Beech                      		March 31, 2006
           Richard A. Beech, Director

    /s/    Shelley Hanan   	              	March 31, 2006
           Shelley Hanan, Director

    /s/    Frank Zafran		           		March 31, 2006
	    	Frank Zafran, Director

    /s/ 	Douglas J. Ketterer                 		March 31, 2006
	 	Douglas J. Ketterer, Director

    /s/	Harry Handler		                 	March 31, 2006
	  	Harry Handler, Director

    /s/  	Kevin Perry			                 	March 31, 2006
	    	Kevin Perry, Chief Financial Officer
<page> EXHIBIT INDEX
ITEM
3.01	Form of Amended and Restated Limited Partnership
Agreement, by and among Demeter Management Corporation
and the Limited Partners, dated March 26, 2002, is
incorporated by reference to Exhibit A of the
Partnership's Prospectus, dated April 25, 2005, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on April 29, 2005.
3.02	Certificate of Limited Partnership of the Partnership,
dated March 26, 2002, is incorporated by reference to
Exhibit 3.02 of the Partnership's Registration Statement
on Form S-1 (File No. 333-85078) filed with the
Securities and Exchange Commission on March 28, 2002.
10.01	Management Agreement, among the Partnership, Demeter
Management Corporation, and Campbell & Company, Inc.,
dated September 30, 2002, is incorporated by reference
to Exhibit 10.01 of the Partnership's Registration
Statement on Form S-1 (File No. 333-103171) filed with
the Securities and Exchange Commission on February 13,
2003.
 10.01(a)Amendment No. 1 Management Agreement, among the
Partnership, Demeter Management Corporation, and
Campbell & Company, Inc., dated July 31, 2003, is
incorporated by reference to Exhibit 10.01(a) of the
Partnership?s Form 8-K (File No. 0-50064) filed with the
Securities and Exchange Commission on March 10, 2004.
10.02	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by purchasers of Units is
incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated April 25, 2005, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on April 29, 2005.
10.03	Form of Subscription Agreement Update Form to be
executed by purchasers of Units is incorporated by
reference to Exhibit C of the Partnership?s Prospectus,
dated April 25, 2005, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on April 29, 2005.
E-1
<page>
10.04	Amended and Restated Escrow Agreement among the Partner-
ship, Morgan Stanley Charter Graham L.P., Morgan Stanley
Charter Millburn L.P., Morgan Stanley Charter Welton
L.P., Morgan Stanley Charter MSFCM L.P., Morgan Stanley
DW Inc., and JP Morgan Chase Bank, as escrow agent,
dated August 31, 2002, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Registration
Statement on Form S-1 (File No. 333-103171) filed with
the Securities and Exchange Commission on February 13,
2003.
10.05	Customer Agreement between the Partnership and Morgan
Stanley DW Inc., dated September 30, 2002, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Registration Statement on Form S-1 (File
No. 333-103171) filed with the Securities and Exchange
Commission of February 13, 2003.
  10.05(a)Amendment No. 1 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc. is incorporated by
reference to Exhibit 10.05(a) of the Partnership?s Form
10-Q (File No. 0-50064) filed with the Securities and
Exchange Commission on November 14, 2005.
  10.05(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 10.05(b) of
the Partnership?s Form 10-Q (File No. 0-50064) filed with
the Securities and Exchange Commission on August 11,
2005.
  10.06	Customer Agreement, among the Partnership, Morgan Stanley
& Co. Incorporated, and Morgan Stanley DW Inc., dated
September 30, 2002, is incorporated by reference to
Exhibit 10.06 of the Partnership?s Registration Statement
on Form S-1 (File No. 333-103171) filed with the
Securities and Exchange Commission on February 13, 2003.
  10.07	Customer Agreement, between the Partnership and Morgan
Stanley & Co. International Limited, dated September 30,
2002, is incorporated by reference to Exhibit 10.07 of
the Partnership?s Registration Statement on Form S-1
(File No. 333-103171) filed with the Securities and
Exchange Commission on February 13, 2003.
E-2
 <page>
 10.08	Foreign Exchange and Options Master Agreement, between the
Partnership and Morgan Stanley & Co. Incorporated, dated
August 31, 2002, is incorporated by reference to Exhibit
10.08 of the Partnership?s Quarterly Report on Form 10-Q
(File No. 0-50064) filed with the Securities and Exchange
Commission on May 14, 2003.
  10.09	Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated September 30, 2002, is incorporated
by reference to Exhibit 10.09 of the Partnership?s
Registration Statement on Form S-1 (File No. 333-103171)
filed with the Securities and Exchange Commission on
February 13, 2003.
13.01	December 31, 2005 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.
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-3

<PAGE>

                                                                 Morgan Stanley
                                                                 Charter Series

  December 31, 2005
  Annual Report

    [LOGO] Morgan Stanley

<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-  COMPOUND
                                                                                                  TO-DATE   ANNUALIZED
                   1994    1995 1996 1997 1998   1999    2000  2001    2002   2003  2004   2005    RETURN     RETURN
FUND                %       %    %    %    %      %       %     %       %      %     %      %        %          %
----------------------------------------------------------------------------------------------------------------------
<S>              <C>       <C>  <C>  <C>  <C>  <C>       <C>  <C>    <C>      <C>   <C>   <C>    <C>        <C>
Charter Campbell    --      --  --    --  --      --      --    --    (4.2)   16.3   3.9   9.7      27.0       7.6
                                                                     (3 mos.)
----------------------------------------------------------------------------------------------------------------------
Charter MSFCM...   (7.3)   21.9 4.0  26.2 5.1    (9.2)   23.8 (3.3)    29.1   (5.1) (5.6) (19.6)    57.3       3.9
                 (10 mos.)
----------------------------------------------------------------------------------------------------------------------
Charter Graham..    --      --  --    --  --      2.9    22.0  9.7     36.8   16.1   1.3  (16.1)    86.0       9.5
                                               (10 mos.)
----------------------------------------------------------------------------------------------------------------------
Charter Millburn    --      --  --    --  --     (7.2)   12.1 (11.3)   21.1   (0.6) (5.3) (0.6)     4.6        0.7
                                               (10 mos.)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

DEMETER MANAGEMENT CORPORATION

330 Madison Avenue, 8th Floor
New York, NY 10017
Telephone (212) 905-2700

MORGAN STANLEY CHARTER SERIES
ANNUAL REPORT
2005

Dear Limited Partner:
  This marks the fourth annual report for Morgan Stanley Charter Campbell L.P.,
the twelfth annual report for Morgan Stanley Charter MSFCM L.P., and the
seventh annual report for Morgan Stanley Charter Graham L.P. and Morgan Stanley
Charter Millburn L.P. The Net Asset Value per Unit for each of the four Charter
Series Funds ("Fund(s)") as of December 31, 2005 was as follows:

<TABLE>
<CAPTION>
                                                % CHANGE
                        FUNDS            N.A.V. FOR YEAR
                        --------------------------------
                        <S>              <C>    <C>
                        Charter Campbell $12.70    9.7%
                        --------------------------------
                        Charter MSFCM    $15.73  (19.6)%
                        --------------------------------
                        Charter Graham   $18.60  (16.1)%
                        --------------------------------
                        Charter Millburn $10.46   (0.6)%
                        --------------------------------
</TABLE>

  Since its inception in October 2002, Charter Campbell has increased by 27.0%
(a compound annualized return of 7.6%). Since its inception in March 1994,
Charter MSFCM has increased by 57.3% (a compound annualized return of 3.9%).
Since their inception in March 1999, Charter Graham has increased by 86.0% (a
compound annualized return of 9.5%) and Charter Millburn has increased by 4.6%
(a compound annualized return of 0.7%).

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

  The trading results by sector charts indicate the year's 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.

<PAGE>

  Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 330 Madison Avenue, 8th Floor, New
York, NY 10017 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/ Jeffrey A. Rothman
Jeffrey A. Rothman
Chairman of the Board of Directors and President
Demeter Management Corporation
General Partner for
Morgan Stanley Charter Campbell L.P.
Morgan Stanley Charter MSFCM L.P.
Morgan Stanley Charter Graham L.P.
Morgan Stanley Charter Millburn L.P.

<PAGE>

                      This page intentionally left blank.




<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.


                         [CHART]

                Year ended December 31, 2005
               ------------------------------
Currencies               6.92%
Interest Rates           7.00%
Stock Indices           -2.73%
Energies                 3.26%
Metals                   1.10%


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

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  In the global interest rate futures markets, gains were recorded during
   January from long positions in European bond futures as prices moved higher
   due to conflicting economic data out of the European Union and uncertainty
   in the equity markets. Further gains were recorded in March and April from
   long positions in European interest rate futures as prices strengthened due
   to weakness in the equity markets. During May, gains were recorded from long
   positions in European interest rate futures as prices increased early in the
   month as investors sought the safe-haven of fixed-income investments due to
   speculation that certain hedge funds may have experienced significant
   losses. Prices then continued to strengthen after European Central Bank
   representatives rejected calls for increases in European interest rates and
   French voters rejected the European Union constitution. During June, gains
   were recorded from long positions in European interest rate futures as
   prices trended higher due to European Central Bank officials' decision to
   keep key interest rates unchanged and the release of weak economic data.
   Later in June, long positions in European interest rate futures experienced
   further gains as prices continued to move higher after the Swedish Central
   Bank made a sharper cut in interest rates than had been expected.

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  In the currency markets, gains were experienced during March from short
   positions in the Japanese yen against the U.S. dollar as the value of the
   yen declined due to investor pessimism regarding the long-term future of the
   Japanese economy. Additional gains were experienced during May and June from
   short positions in the euro and Japanese yen relative to the U.S. dollar as
   the value of the U.S. dollar moved steadily higher after China downplayed
   rumors of a move toward a flexible exchange rate, the rejection of the
   European Constitution by French voters, data indicating a slowing in the
   euro-zone and Japanese economies, and the ninth consecutive quarter-point
   interest rate hike by the U.S. Federal Reserve. In July, gains were recorded
   from long U.S. dollar positions against the Japanese yen as the value of the
   U.S. dollar continued to move higher on news that the U.S. Current-Account
   deficit had narrowed. In September, additional gains were recorded from long
   U.S. dollar positions relative to the Japanese yen and the euro as the value
   of the U.S. dollar moved higher amid bolstered expectations that the U.S.
   Federal Reserve would most likely continue to raise interest rates. In
   addition, the value of the euro was pulled lower after the release of lower
   2005 and 2006 growth estimates for the European economy and news that
   Germany's incumbent Chancellor, Gerhard Schroeder, refused to concede defeat
   to the opposition leader, Angela Merkel, in the days after the election.
   During the fourth quarter, long U.S. dollar positions relative to the
   Japanese yen and the euro recorded additional gains as the value of the U.S.
   dollar trended higher due to significant interest rate differentials between
   the U.S., Japan, and the European Union.

..  In the energy markets, gains were recorded from long positions in crude oil
   and its related products as prices trended higher during January, February,
   and March amid news of increased demand from China, fears of terror attacks
   against production facilities in the Middle East, cold weather in the
   Northeastern U.S., and predictions from analysts at Goldman Sachs that oil
   prices could reach $105 a barrel. Further gains were recorded during June
   from long positions as prices moved higher amid concerns that production
   facilities in Gulf of Mexico would be affected by a tropical storm and news
   of weak supply. Additional gains in the energy markets were recorded during
   August from long positions in crude oil, its related products, and natural
   gas futures as prices climbed higher throughout the month on supply and
   demand concerns. After Hurricane Katrina struck the Gulf of Mexico, prices
   advanced further to touch record highs. Finally, in December, long positions
   in crude oil resulted in gains as prices finished higher after news of a
   rebound in energy demand.

..  Within the metals markets, gains were experienced throughout a majority the
   year from long positions in copper futures as prices trended higher amid
   persistent demand from China.

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:


..  Within the global stock index futures markets, losses were recorded during
   January from long positions in U.S. equity index futures as prices finished
   lower amid weak consumer confidence data, concerns regarding U.S. interest
   rate policy and the potential for corporate profit growth to slow down.
   Further losses were experienced during March from long positions in U.S.
   equity index futures after prices moved lower early in the month amid
   concerns about the growing U.S. trade deficit, a weaker U.S. dollar,
   inflation fears, and a surge in crude oil prices. In April, long positions
   in U.S. stock index futures experienced losses as prices declined sharply
   towards the beginning of the month on concerns for economic growth.
   Weaker-than-expected U.S. Gross Domestic Product data, resulted in prices
   continuing their decline throughout the second half of April. Further losses
   in the global stock index futures markets were experienced in June from
   short positions in U.S. equity index futures as prices increased early in
   the month on optimism regarding the future of the U.S. economy. Newly
   established long positions in U.S. equity index futures resulted in
   additional losses as prices declined towards the end of the month on
   investor worries regarding high oil prices. Finally in October, losses were
   recorded from long positions in U.S. stock index futures as prices declined
   amid negative market sentiment, economic uncertainties due to the
   devastating effects of Hurricanes Katrina and Rita, and persistent warnings
   on U.S. inflation by the U.S. Federal Reserve.

<PAGE>

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<PAGE>

MORGAN STANLEY CHARTER MSFCM L.P.

                         [CHART]

                    Year ended December 31, 2005
                    ----------------------------
Currencies                   -19.84%
Interest Rates                -4.79%
Stock Indices                  3.98%
Energies                       3.41%
Metals                         1.52%
Agriculturals                  0.91%

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

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  In the currency markets, losses were recorded from positions in the euro
   relative to the British pound and the U.S. dollar. During January, long
   positions in the euro versus the British pound and the U.S. dollar incurred
   losses as the value of the euro reversed sharply lower in what many analysts
   described as a "corrective" move after its strong upward trend during the
   fourth quarter of 2004. This decline in the value of the euro was attributed
   to weak economic data out of the European Union and a rebound in the value
   of its main rival, the U.S. dollar. Additional losses were recorded during
   February and March from both long and short positions in the euro against
   these currencies as the value of the euro moved without consistent direction
   amid conflicting economic data out of Germany. Elsewhere in the currency
   markets, losses resulted from positions in the Singapore dollar, Swedish
   krona, South African rand, and Swiss franc relative to the U.S dollar,
   primarily during February and March. During August, further losses were
   incurred from long U.S. dollar positions against the euro, Swedish krona,
   and Swiss franc as the value of the U.S. dollar declined amid higher crude
   oil prices, lower durable goods orders data, the U.S. trade imbalance, and
   economic warnings from U.S. Federal Reserve Chairman Alan Greenspan. Smaller
   losses in August were experienced from long positions in the euro versus the
   British pound cross-rate as the value of the pound reversed higher against
   the euro. During September, losses were incurred from short U.S. dollar
   positions against the euro, Swiss franc, and Swedish krona as the value of
   the U.S. dollar increased on expectations that the U.S. Federal Reserve
   would most likely continue to raise interest rates.

<PAGE>

MORGAN STANLEY CHARTER MSFCM L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)


..  Additional losses were recorded in the global interest rate futures markets
   during March from short European interest rate futures positions as prices
   reversed higher amid strength in the euro towards the beginning of the month
   as investors feared that continued strength in the currency could restrict
   foreign exports. Prices were also pushed higher on the expectations that
   Europe would continue to maintain a low interest rate environment. Further
   losses were experienced during February from long positions in long-term
   U.S. interest rate futures as prices declined in response to strong global
   economic data and congressional testimony by U.S. Federal Reserve Chairman
   Alan Greenspan, which supported Wall Street expectations for additional
   interest rate hikes. During the third quarter, losses were recorded from
   both long and short positions in U.S., Australian, and European fixed-income
   futures as prices moved without consistent direction amid conflicting
   economic data, uncertainty regarding the future interest rate policy of the
   U.S. and the European Union, and volatility in energy prices.

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  In the global stock index futures markets, gains were experienced during
   May, June, July, September, and November from long positions in European
   equity index futures as prices moved higher on strength in the technology
   sector, strong corporate earnings, and weakness in the euro. Elsewhere in
   global equity indices, gains were recorded during the fourth quarter from
   long positions in Japanese stock index futures as prices moved higher on a
   reduction in energy prices and general investor optimism about the future of
   the Japanese economy.

..  Additional gains were experienced in the energy markets during August from
   long futures positions in natural gas as prices climbed higher after
   Hurricane Katrina struck the U.S. Gulf Coast. Additional gains were
   experienced during September from long positions in natural gas as prices
   continued to strengthen in response to concern for the long-term effects on
   supplies in the Gulf of Mexico after Hurricane Katrina. Also pushing prices
   higher was anticipation of strong demand in the winter months and fears for
   the approach of Hurricane Rita and the additional damage it could have
   caused to output in the Gulf of Mexico.

..  Within the metals markets, gains were recorded during February, March, May,
   October, November, and December from long positions in copper, nickel,
   aluminum, and zinc futures as prices strengthened amid persistent demand
   from China.

..  Within the agricultural complex, gains were recorded during the fourth
   quarter from long positions in sugar futures as prices trended higher
   throughout the quarter in response to the European Union's refusal to amend
   its less-than-expected price reduction of sugar, favorable weather in global
   growing regions, and news that Brazil intended to use the majority of its
   sugar crop to produce ethanol.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

                          [CHART]

                           Year ended December 31, 2005
                           ----------------------------
Currencies                          -6.53%
Interest Rates                      -9.05%
Stock Indices                        3.72%
Energies                            -0.20%
Metals                               0.69%
Agriculturals                       -1.16%


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

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  In the global interest rate futures markets, losses were incurred during
   February from long positions in long-term U.S. and European interest rate
   futures as prices declined in response to strong global economic data and
   congressional testimony by U.S. Federal Reserve Chairman Alan Greenspan,
   which supported Wall Street expectations for additional interest rate hikes.
   In April, further losses were recorded from short positions in U.S. interest
   rate futures as prices reversed higher in a "flight-to-quality" amid
   weakness in equities. Finally, losses were experienced throughout the third
   and fourth quarter from positions in U.S. and European fixed-income futures
   as prices moved without consistent direction amid conflicting economic data,
   uncertainty regarding the future interest rate policy of the U.S. and the
   European Union, and volatility in energy prices.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)


..  Additional losses were recorded in the currency markets, primarily from
   positions in the euro relative to the Japanese yen, the U.S. dollar, and the
   British pound. During January, long positions in the euro versus most of its
   rivals incurred losses as the value of the euro reversed sharply lower in
   what many analysts described as a "corrective" move after its strong upward
   trend during the fourth quarter of 2004. This decline in the value of the
   euro was attributed to weak economic data out of the European Union.
   Additional losses were incurred during August from short positions in the
   euro versus the U.S. dollar, British pound, and Japanese yen as the value of
   the euro advanced against its major rivals in response to strong signals of
   euro-zone economic improvement. In December, short positions in the euro
   against the U.S. dollar resulted in losses as the value of the euro
   increased on the possibility that the European Central Bank could raise
   interest rates in 2006. Elsewhere in the currency markets, losses resulted
   from positions in the South African rand, New Zealand dollar, and Australian
   dollar relative to the U.S dollar primarily during January, as the value of
   the U.S. dollar moved erratically amid speculation that U.S. interest rates
   were likely to continue to rise and on fears that the re-evaluation of the
   Chinese yuan was farther away than expected. Additional losses were incurred
   during December from long positions in the New Zealand dollar relative to
   the U.S. dollar as the value of the New Zealand dollar declined on
   weaker-than-expected economic growth data and investor confidence that
   further interest rate hikes from the Reserve Bank of New Zealand were
   unlikely.

..  In the agricultural complex, losses were recorded primarily during April
   from long futures positions in wheat as prices fell in response to favorable
   weather in growing regions, improved crop conditions, and reduced foreign
   demand. Elsewhere in the agriculturals complex, losses were incurred from
   long positions in cotton futures during May as prices declined on news of
   weak demand in China. Smaller losses were experienced from positions in
   soybean meal futures through a majority of the year.

..  In the energy markets, losses were recorded during January from short
   futures positions in crude oil as prices moved higher amid speculation that
   OPEC would move to cut production later in the month and on forecasts for
   cold winter weather in the Northeastern U.S. In April, long futures
   positions in crude oil incurred losses after prices reversed lower as U.S.
   government data pointed to greater production activity by refiners and
   rising supplies. Prices were also pressured lower by the release of slower
   demand growth forecasts. Further losses were experienced during June,
   September, October, and December from both long and short positions in crude
   oil futures as prices moved without consistent direction amid conflicting
   news regarding supply and demand, as well as due to weather related factors.

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.


FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  In the global stock index futures markets, gains were recorded during
   February from long positions in European and Japanese equity index futures
   as prices moved higher early in the month amid the elections in Iraq and
   lower-than-expected unemployment data out of the U.S. Equity prices in Japan
   were also pressured higher when positive economic data painted a brighter
   picture of the Far East Region's economy. In June, further gains were
   recorded from long positions in European equity index futures as prices
   rallied on the perception that weakness in the euro could stimulate the
   European economy. Prices were also bolstered by strong economic data out of
   the U.S. and news of a trade deal between the European Union and China that
   would avoid tariffs and manage the growth of Chinese textile imports to
   Europe through the end of 2008. During July, long positions in European and
   Japanese equity index benefited as prices increased on positive economic
   data out of the U.S. and Japan. Prices continued to strengthen after China
   reformed its U.S. dollar currency peg policy, leading market participants to
   conclude that a re-valuation in the Chinese yuan would likely ease trade
   tensions between China, the U.S., Europe, and Japan. In September, long
   positions in Japanese stock index futures experienced gains as prices moved
   sharply higher on positive comments from Bank of Japan Governor Toshihiko
   Fukui, who said the Japanese economy was in the process of emerging from a
   soft patch as demonstrated by rising production, improving business
   sentiment, and a sustained upturn in consumer spending. Additional gains
   resulted from long positions in European stock index futures amid declining
   oil prices and as investors embraced signs that the global economy could
   move forward despite Hurricane Katrina's devastation of the U.S. Gulf Coast.
   Finally, long positions in Japanese and European stock index futures
   experienced gains in December as prices increased due to a decline in energy
   prices and anticipation that a strong holiday shopping season would improve
   the retail sectors of the European and Japanese economies. Further affecting
   the value of Japanese equity prices was strong investor optimism that the
   Japanese economy will continue to improve in 2006. Within European stock
   indices, prices were pressured higher on possibility of an end to U.S.
   interest rate increases.

..  Within the metals markets, gains were recorded from long futures positions
   in copper and zinc as prices trended higher throughout a majority of the
   year on persistent demand from China.

<PAGE>

                      This page intentionally left blank.




<PAGE>

MORGAN STANLEY CHARTER MILLBURN L.P.

                         [CHART]

                 Year ended December 31, 2005
                 ----------------------------
Currencies                 -3.63%
Interest Rates              1.30%
Stock Indices               8.75%
Energies                    1.24%
Metals                      3.26%
Agriculturals              -3.52%


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

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  Gains were experienced in the global stock index futures markets during
   February from long positions in Pacific Rim and European equity index
   futures as equity prices moved higher early in the month amid the elections
   in Iraq and lower-than-expected unemployment data out of the U.S. Pacific
   Rim equity index futures prices were also pushed higher when positive
   economic data painted a brighter picture of the Far East Region's economy.
   Further gains were recorded from long positions in European and South
   African equity index futures during May and June as prices finished higher
   amid weakness in the euro and the South African rand. During July and
   September, gains resulted from long positions in Pacific Rim and European
   equity index futures. In July, long positions in Pacific Rim and European
   stock index futures benefited as prices increased on positive economic data
   out of the U.S. and Japan. Prices continued to strengthen after China
   reformed its U.S. dollar currency peg policy. Strong corporate earnings out
   of the European Union and the U.S. resulted in optimistic investor sentiment
   and also pushed prices higher. During September, long positions in Japanese
   stock index futures experienced gains as prices moved sharply higher on
   positive comments from Bank of Japan Governor Toshihiko Fukui, who said the
   Japanese economy was in the process of emerging from a soft patch.
   Additional gains resulted from long positions in European stock index
   futures as prices rose amid declining oil prices and as investors embraced
   signs that the global economy could move forward despite Hurricane Katrina's
   devastation of the U.S. Gulf Coast. Elsewhere in the global stock index
   futures markets, gains were experienced during July, September, November,
   and December from long positions in South African equity index futures as
   prices moved higher on continued strength in gold prices and optimism that
   the business climate in South Africa would continue to improve.

<PAGE>

MORGAN STANLEY CHARTER MILLBURN L.P.

FACTORS INFLUENCING ANNUAL TRADING GAINS: (continued)


..  In the metals markets, gains were recorded from long futures positions in
   copper and zinc as prices trended higher throughout the year amid persistent
   demand from China. Additional gains were recorded, primarily during
   February, September, October, November, and December, from long positions in
   gold futures as prices moved higher amid investors' concern for rising
   inflation and energy prices.

..  Within the global interest rate futures markets, gains were experienced
   during January and March from long positions in European bond futures as
   prices trended higher amid a steady stream of weak economic data from the
   major countries of the European Union. In May, further gains were recorded
   from long positions in European interest rate futures as prices increased
   early in the month as investors sought the safe-haven of fixed-income
   investments due to speculation that certain hedge funds may have experienced
   significant losses. Prices then continued to strengthen after European
   Central Bank representatives publicly rejected calls for increases in
   European interest rates and after French voters rejected the European Union
   constitution. During June, additional gains were recorded from long
   positions in European interest rate futures as prices trended higher
   throughout the month due to European Central Bank officials' decision to
   keep key interest rates unchanged.

..  Within the energy markets, gains were recorded during February and March
   from long futures positions in crude oil and its related products as prices
   trended higher amid news of increased demand from China, fears of terror
   attacks against production facilities in the Middle East, cold weather in
   the Northeastern U.S., and predictions from analysts at Goldman Sachs that
   oil prices could reach $105 a barrel. In June, gains were recorded from long
   positions as prices moved higher amid concerns that production facilities in
   the Gulf of Mexico would be affected by a tropical storm and news of weak
   supply. During July, additional gains were recorded from long positions in
   crude oil and unleaded gasoline futures as prices surged during the first
   week of the month on possible supply disruptions from Hurricane Dennis.
   Prices continued to move higher towards the end of July after news of
   several refinery fires in Texas and Louisiana, declining U.S. inventories
   and passage by the U.S. Congress of President Bush's energy bill. Finally,
   in August further gains were recorded from long futures positions in crude
   oil, its related products and natural gas as prices climbed higher
   throughout the month on supply and demand concerns. After Hurricane Katrina
   struck the Gulf of Mexico, prices advanced further to touch record highs.

<PAGE>

MORGAN STANLEY CHARTER MILLBURN L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:


..  In the currency markets, losses were recorded primarily during January, from
   short U.S. dollar positions relative to the euro, South African rand,
   Japanese yen, Swiss franc, and Czech koruna as the value of the U.S. dollar
   reversed sharply higher in what many analysts described as a "corrective"
   move after its decline during the fourth quarter of 2004. This increase in
   the value of the U.S. dollar was attributed to data released by the U.S.
   Treasury Department which showed November's investment inflows to the U.S.
   were ample to cover that month's record trade deficit. Speculation that U.S.
   interest rates were likely to continue to rise, and fears that the
   re-evaluation of the Chinese yuan was farther away than expected, also
   boosted the U.S. dollar. Further losses in the currency markets were
   incurred during March from long positions in the Polish zloty versus the
   U.S. dollar, as the value of the Polish currency moved lower. Additional
   losses were experienced from long positions in the South African rand,
   Singapore dollar, and euro relative to the U.S. dollar as the value of the
   U.S. dollar reversed sharply higher leading up to and after the U.S. Federal
   Reserve's announcement of a quarter-point increase in the federal funds
   rate. During May, long positions in the euro against the U.S. dollar
   resulted in losses as the value of the U.S. dollar increased after China
   downplayed rumors of a move toward a flexible exchange rate. Later in the
   month, weak economic data and geopolitical uncertainty due to French voters
   rejecting the European Union constitution resulted in the value of the euro
   weakening further. Additional losses were incurred during December from long
   positions in the New Zealand dollar relative to the U.S. dollar as the value
   of the New Zealand dollar declined on weaker-than-expected economic growth
   data and investor confidence that further interest rate hikes from the
   Reserve Bank of New Zealand were unlikely.

..  Additional losses were recorded in the agricultural markets during the first
   and second quarters from positions in the soybean complex, wheat, corn, and
   cotton as prices moved without consistent direction amid conflicting news
   regarding supply and demand. Long futures positions in corn resulted in
   additional losses during July and August when prices declined after heavy
   rainfall in the U.S. growing regions and forecasts for increases in supply.
   Smaller losses during the third quarter were incurred from futures positions
   in the soybean complex and cotton.

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.

<PAGE>

                      This page intentionally left blank.




<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 MSFCM L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter Millburn 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, 2005. 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, 2005.

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

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
President

/s/ Kevin Perry
Kevin Perry
Chief Financial Officer

New York, New York
March 21, 2006

<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 MSFCM L.P., Morgan Stanley Charter Graham
L.P., and Morgan Stanley Charter Millburn L.P.:

  We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter MSFCM L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter Millburn L.P.
(collectively, the "Partnerships") maintained effective internal control over
financial reporting as of December 31, 2005, 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. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of 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, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

  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

<PAGE>

policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, 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, management's assessment that the Partnerships maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Partnerships
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2005, 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, 2005 of the Partnerships and our report dated
March 21, 2006 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York
March 21, 2006

<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 MSFCM L.P., Morgan Stanley Charter Graham
L.P., and Morgan Stanley Charter Millburn L.P. :

  We have audited the accompanying statements of financial condition of Morgan
Stanley Charter Campbell L.P., Morgan Stanley Charter MSFCM L.P., Morgan
Stanley Charter Graham L.P., and Morgan Stanley Charter Millburn L.P.
(collectively, the "Partnerships"), including the schedules of investments, as
of December 31, 2005 and 2004, 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, 2005. 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 MSFCM L.P., Morgan Stanley Charter Graham L.P., and
Morgan Stanley Charter Millburn L.P. at December 31, 2005 and 2004, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2005 in conformity with accounting principles
generally accepted in the United States of America.

  As discussed in Note 1, in 2005 the Partnerships modified their
classification of cash within the statements of financial condition and the
related statements of cash flows.

<PAGE>

  We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the
Partnerships' internal control over financial reporting as of December 31,
2005, 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 21, 2006 expressed an unqualified opinion
on management's assessment of the effectiveness of the Partnerships' internal
control over financial reporting and an unqualified opinion on the
effectiveness of the Partnerships' internal control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York
March 21, 2006

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      ------------------------
                                                          2005         2004
                                                      -----------  -----------
                                                           $            $
 <S>                                                  <C>          <C>
                                     ASSETS
 Equity in futures interests trading accounts:
  Unrestricted cash                                   360,451,084  239,516,085
  Restricted cash                                      38,241,731   27,486,247
                                                      -----------  -----------
    Total Cash                                        398,692,815  267,002,332
                                                      -----------  -----------

  Net unrealized gain (loss) on open contracts (MSIL)     172,596      (91,713)
  Net unrealized loss on open contracts (MS&Co.)      (13,123,062)    (905,509)
                                                      -----------  -----------
    Total net unrealized loss on open contracts       (12,950,466)    (997,222)
                                                      -----------  -----------
    Total Trading Equity                              385,742,349  266,005,110
 Subscriptions receivable                              13,754,739   14,332,785
 Interest receivable (Morgan Stanley DW)                1,136,822      437,260
                                                      -----------  -----------
    Total Assets                                      400,633,910  280,775,155
                                                      ===========  ===========
                       LIABILITIES AND PARTNERS' CAPITAL
 LIABILITIES
 Redemptions payable                                    4,715,179    3,320,046
 Accrued brokerage fees (Morgan Stanley DW)             1,979,943    1,372,469
 Accrued management fees                                  874,475      581,926
                                                      -----------  -----------
    Total Liabilities                                   7,569,597    5,274,441
                                                      -----------  -----------
 PARTNERS' CAPITAL
 Limited Partners (30,609,700.729 and
  23,535,882.766 Units, respectively)                 388,854,021  272,588,976
 General Partner (331,424.599 and
  251,405.283 Units, respectively)                      4,210,292    2,911,738
                                                      -----------  -----------
    Total Partners' Capital                           393,064,313  275,500,714
                                                      -----------  -----------
    Total Liabilities and Partners' Capital           400,633,910  280,775,155
                                                      ===========  ===========
 NET ASSET VALUE PER UNIT                                   12.70        11.58
                                                      ===========  ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                        ------------------------------------
                                            2005         2004        2003
                                        -----------  -----------  ----------
                                             $            $           $
   <S>                                  <C>          <C>          <C>
   INVESTMENT INCOME
    Interest income (Morgan Stanley DW)   9,391,904    2,467,486     522,737
                                        -----------  -----------  ----------
   EXPENSES
    Brokerage fees (Morgan Stanley DW)   20,072,049   12,094,851   3,807,406
    Management fees                       8,702,588    5,128,216   1,586,956
    Incentive fees                           --        4,265,659     632,951
                                        -----------  -----------  ----------
      Total Expenses                     28,774,637   21,488,726   6,027,313
                                        -----------  -----------  ----------
   NET INVESTMENT LOSS                  (19,382,733) (19,021,240) (5,504,576)
                                        -----------  -----------  ----------
   TRADING RESULTS
   Trading profit (loss):
    Realized                             63,703,297   28,264,123   8,138,778
    Net change in unrealized            (11,953,244)  (6,209,755)  4,715,846
                                        -----------  -----------  ----------
      Total Trading Results              51,750,053   22,054,368  12,854,624
                                        -----------  -----------  ----------
   NET INCOME                            32,367,320    3,033,128   7,350,048
                                        ===========  ===========  ==========
   NET INCOME ALLOCATION:
   Limited Partners                      32,018,766    3,001,427   7,267,734
   General Partner                          348,554       31,701      82,314
   NET INCOME PER UNIT:
   Limited Partners                            1.12         0.44        1.56
   General Partner                             1.12         0.44        1.56
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER MSFCM L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      -----------------------
                                                         2005         2004
                                                      ----------- -----------
                                                          $            $
 <S>                                                  <C>         <C>
                                    ASSETS
 Equity in futures interests trading accounts:
  Unrestricted cash                                   132,225,920 191,266,794
  Restricted cash                                       9,763,163  22,175,936
                                                      ----------- -----------
    Total Cash                                        141,989,083 213,442,730
                                                      ----------- -----------

  Net unrealized gain (loss) on open contracts (MSIL)   4,458,024    (460,130)
  Net unrealized gain on open contracts (MS&Co.)        2,962,664  13,483,848
                                                      ----------- -----------
    Total net unrealized gain on open contracts         7,420,688  13,023,718
                                                      ----------- -----------
    Total Trading Equity                              149,409,771 226,466,448
 Subscriptions receivable                               1,025,580   5,099,306
 Interest receivable (Morgan Stanley DW)                  486,775     344,686
                                                      ----------- -----------
    Total Assets                                      150,922,126 231,910,440
                                                      =========== ===========
                       LIABILITIES AND PARTNERS' CAPITAL
 LIABILITIES
 Redemptions payable                                    5,017,050   4,737,970
 Accrued brokerage fees (Morgan Stanley DW)               764,078   1,129,383
 Accrued management fees (VK Capital)                     254,693     361,403
                                                      ----------- -----------
    Total Liabilities                                   6,035,821   6,228,756
                                                      ----------- -----------
 PARTNERS' CAPITAL
 Limited Partners (9,108,599.482 and
  11,410,826.848 Units, respectively)                 143,289,197 223,240,153
 General Partner (101,524.841 and
  124,797.841 Units, respectively)                      1,597,108   2,441,531
                                                      ----------- -----------
    Total Partners' Capital                           144,886,305 225,681,684
                                                      ----------- -----------
    Total Liabilities and Partners' Capital           150,922,126 231,910,440
                                                      =========== ===========
 NET ASSET VALUE PER UNIT                                   15.73       19.56
                                                      =========== ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                       -------------------------------------
                                           2005         2004         2003
                                       -----------  -----------  -----------
                                            $            $            $
  <S>                                  <C>          <C>          <C>
  INVESTMENT INCOME
   Interest income (Morgan Stanley DW)   5,375,673    2,427,231    1,305,055
                                       -----------  -----------  -----------

  EXPENSES
   Brokerage fees (Morgan Stanley DW)   11,086,249   12,088,626    8,960,530
   Management fees (VK Capital)          3,612,872    3,868,362    2,752,466
   Incentive fee (VK Capital)               --           --        2,010,766
                                       -----------  -----------  -----------
     Total Expenses                     14,699,121   15,956,988   13,723,762
                                       -----------  -----------  -----------
  NET INVESTMENT LOSS                   (9,323,448) (13,529,757) (12,418,707)
                                       -----------  -----------  -----------
  TRADING RESULTS
  Trading profit (loss):
   Realized                            (29,379,015)  (2,374,993)  (3,248,330)
   Net change in unrealized             (5,603,030)   6,112,856     (655,041)
                                       -----------  -----------  -----------
                                       (34,982,045)   3,737,863   (3,903,371)
  Proceeds from Litigation Settlement        3,661        2,880       --
                                       -----------  -----------  -----------
     Total Trading Results             (34,978,384)   3,740,743   (3,903,371)
                                       -----------  -----------  -----------
  NET LOSS                             (44,301,832)  (9,789,014) (16,322,078)
                                       ===========  ===========  ===========
  NET LOSS ALLOCATION:
  Limited Partners                     (43,833,268)  (9,674,111) (16,143,139)
  General Partner                         (468,564)    (114,903)    (178,939)
  NET LOSS PER UNIT:
  Limited Partners                           (3.83)       (1.16)       (1.12)
  General Partner                            (3.83)       (1.16)       (1.12)
</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,
                                                      ------------------------
                                                          2005         2004
                                                      -----------  -----------
                                                           $            $
 <S>                                                  <C>          <C>
                                     ASSETS
 Equity in futures interests trading accounts:
  Unrestricted cash                                   396,726,923  381,380,031
  Restricted cash                                      29,685,072   87,848,855
                                                      -----------  -----------
    Total Cash                                        426,411,995  469,228,886
                                                      -----------  -----------

  Net unrealized gain (loss) on open contracts (MSIL)   4,355,496     (132,550)
  Net unrealized gain (loss) on open contracts
   (MS&Co.)                                            (1,496,739)     372,464
                                                      -----------  -----------
    Total net unrealized gain on open contracts         2,858,757      239,914
                                                      -----------  -----------
    Total Trading Equity                              429,270,752  469,468,800
 Subscriptions receivable                               8,958,985   15,265,122
 Interest receivable (Morgan Stanley DW)                1,331,130      778,963
                                                      -----------  -----------
    Total Assets                                      439,560,867  485,512,885
                                                      ===========  ===========

                       LIABILITIES AND PARTNERS' CAPITAL
 LIABILITIES
 Redemptions payable                                   15,313,368    5,991,320
 Accrued brokerage fees (Morgan Stanley DW)             2,194,515    2,336,127
 Accrued management fees                                  731,505      747,560
                                                      -----------  -----------
    Total Liabilities                                  18,239,388    9,075,007
                                                      -----------  -----------
 PARTNERS' CAPITAL
 Limited Partners (22,414,234.236 and
  21,265,535.495 Units, respectively)                 416,811,790  471,290,914
 General Partner (242,510.501 and
  232,240.705 Units, respectively)                      4,509,689    5,146,964
                                                      -----------  -----------
    Total Partners' Capital                           421,321,479  476,437,878
                                                      -----------  -----------
    Total Liabilities and Partners' Capital           439,560,867  485,512,885
                                                      ===========  ===========
 NET ASSET VALUE PER UNIT                                   18.60        22.16
                                                      ===========  ===========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                       -------------------------------------
                                           2005         2004         2003
                                       -----------  -----------  -----------
                                            $            $            $
  <S>                                  <C>          <C>          <C>
  INVESTMENT INCOME
   Interest income (Morgan Stanley DW)  12,691,490    4,414,059    1,799,417
                                       -----------  -----------  -----------

  EXPENSES
   Brokerage fees (Morgan Stanley DW)   26,821,717   22,233,723   11,874,342
   Management fees                       8,756,858    7,114,792    3,651,522
   Incentive fees                           --        5,135,381    4,657,891
                                       -----------  -----------  -----------
     Total Expenses                     35,578,575   34,483,896   20,183,755
                                       -----------  -----------  -----------

  NET INVESTMENT LOSS                  (22,887,085) (30,069,837) (18,384,338)
                                       -----------  -----------  -----------

  TRADING RESULTS
  Trading profit (loss):
   Realized                            (57,942,853)  58,748,074   36,375,835
   Net change in unrealized              2,618,843  (16,226,752)   9,253,741
                                       -----------  -----------  -----------
     Total Trading Results             (55,324,010)  42,521,322   45,629,576
                                       -----------  -----------  -----------

  NET INCOME (LOSS)                    (78,211,095)  12,451,485   27,245,238
                                       ===========  ===========  ===========

  NET INCOME (LOSS) ALLOCATION:
  Limited Partners                     (77,357,066)  12,333,083   26,947,948
  General Partner                         (854,029)     118,402      297,290

  NET INCOME (LOSS) PER UNIT:
  Limited Partners                           (3.56)        0.28         3.04
  General Partner                            (3.56)        0.28         3.04
</TABLE>

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

<PAGE>


MORGAN STANLEY CHARTER MILLBURN L.P.

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                      ---------------------
                                                         2005       2004
                                                      ---------- ----------
                                                          $          $
     <S>                                              <C>        <C>
                                    ASSETS
     Equity in futures interests trading accounts:
      Unrestricted cash                               40,758,493 53,092,121
      Restricted cash                                  6,129,461  5,112,780
                                                      ---------- ----------
        Total Cash                                    46,887,954 58,204,901
                                                      ---------- ----------

      Net unrealized gain on open contracts (MS&Co.)     326,059  3,182,764
      Net unrealized gain on open contracts (MSIL)        59,761    114,741
                                                      ---------- ----------
        Total net unrealized gain on open contracts      385,820  3,297,505
                                                      ---------- ----------
        Total Trading Equity                          47,273,774 61,502,406
     Subscriptions receivable                            268,850  1,100,388
     Interest receivable (Morgan Stanley DW)             137,932     92,043
                                                      ---------- ----------
        Total Assets                                  47,680,556 62,694,837
                                                      ========== ==========

                       LIABILITIES AND PARTNERS' CAPITAL
     LIABILITIES
     Redemptions payable                               1,234,240  1,689,928
     Accrued brokerage fees (Morgan Stanley DW)          236,081    315,431
     Accrued management fees                              78,694    100,938
                                                      ---------- ----------
        Total Liabilities                              1,549,015  2,106,297
                                                      ---------- ----------
     PARTNERS' CAPITAL
     Limited Partners (4,363,058.843 and
      5,693,351.324 Units, respectively)              45,625,125 59,881,786
     General Partner (48,427.701 and
      67,195.701 Units, respectively)                    506,416    706,754
                                                      ---------- ----------
        Total Partners' Capital                       46,131,541 60,588,540
                                                      ---------- ----------
        Total Liabilities and Partners' Capital       47,680,556 62,694,837
                                                      ---------- ----------
     NET ASSET VALUE PER UNIT                              10.46      10.52
                                                      ========== ==========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ----------------------------------
                                            2005        2004        2003
                                         ----------  ----------  ----------
                                             $           $           $
    <S>                                  <C>         <C>         <C>
    INVESTMENT INCOME
     Interest income (Morgan Stanley DW)  1,376,905     727,529     629,921
                                         ----------  ----------  ----------

    EXPENSES
     Brokerage fees (Morgan Stanley DW)   3,215,858   3,804,604   3,658,103
     Management fees                      1,048,673   1,217,473   1,122,424
     Incentive fee                           --          --         476,219
                                         ----------  ----------  ----------
       Total Expenses                     4,264,531   5,022,077   5,256,746
                                         ----------  ----------  ----------

    NET INVESTMENT LOSS                  (2,887,626) (4,294,548) (4,626,825)
                                         ----------  ----------  ----------

    TRADING RESULTS
    Trading profit (loss):
     Realized                             4,735,942     913,379   1,603,313
     Net change in unrealized            (2,911,685) (1,078,871)  1,734,999
                                         ----------  ----------  ----------
       Total Trading Results              1,824,257    (165,492)  3,338,312
                                         ----------  ----------  ----------

    NET LOSS                             (1,063,369) (4,460,040) (1,288,513)
                                         ==========  ==========  ==========

    NET LOSS ALLOCATION:
    Limited Partners                     (1,059,720) (4,419,596) (1,275,885)
    General Partner                          (3,649)    (40,444)    (12,628)

    NET LOSS PER UNIT:
    Limited Partners                          (0.06)      (0.59)      (0.07)
    General Partner                           (0.06)      (0.59)      (0.07)
</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, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                           UNITS OF
                          PARTNERSHIP     LIMITED     GENERAL
                           INTEREST       PARTNERS    PARTNER     TOTAL
                        --------------  -----------  --------- -----------
                                             $           $          $
     <S>                <C>             <C>          <C>       <C>
     Partners' Capital,
     December 31, 2002   2,046,671.127   19,384,720    217,723  19,602,443
     Offering of Units   8,470,100.382   89,106,873    930,000  90,036,873
     Net income               --          7,267,734     82,314   7,350,048
     Redemptions          (526,902.716)  (5,661,166)    --      (5,661,166)
                        --------------  -----------  --------- -----------
     Partners' Capital,
     December 31, 2003   9,989,868.793  110,098,161  1,230,037 111,328,198
     Offering of Units  15,066,314.126  173,974,554  1,650,000 175,624,554
     Net income               --          3,001,427     31,701   3,033,128
     Redemptions        (1,268,894.870) (14,485,166)    --     (14,485,166)
                        --------------  -----------  --------- -----------
     Partners' Capital,
     December 31, 2004  23,787,288.049  272,588,976  2,911,738 275,500,714
     Offering of Units  12,577,705.709  150,307,643    950,000 151,257,643
     Net income               --         32,018,766    348,554  32,367,320
     Redemptions        (5,423,868.430) (66,061,364)    --     (66,061,364)
                        --------------  -----------  --------- -----------
     Partners' Capital,
     December 31, 2005  30,941,125.328  388,854,021  4,210,292 393,064,313
                        ==============  ===========  ========= ===========
</TABLE>

MORGAN STANLEY CHARTER MSFCM L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003

<TABLE>
<CAPTION>
                      UNITS OF
                     PARTNERSHIP     LIMITED     GENERAL
                      INTEREST       PARTNERS    PARTNER      TOTAL
                   --------------  -----------  ---------  -----------
                                        $           $           $
<S>                <C>             <C>          <C>        <C>
Partners' Capital,
December 31, 2002   3,863,451.271   83,443,360    935,373   84,378,733
Offering of Units   5,067,317.039  116,565,731  1,090,000  117,655,731
Net loss                 --        (16,143,139)  (178,939) (16,322,078)
Redemptions          (556,666.060) (12,237,846)     --     (12,237,846)
                   --------------  -----------  ---------  -----------
Partners' Capital,
December 31, 2003   8,374,102.250  171,628,106  1,846,434  173,474,540
Offering of Units   4,820,781.793   91,495,743    710,000   92,205,743
Net loss                 --         (9,674,111)  (114,903)  (9,789,014)
Redemptions        (1,659,259.354) (30,209,585)     --     (30,209,585)
                   --------------  -----------  ---------  -----------
Partners' Capital,
December 31, 2004  11,535,624.689  223,240,153  2,441,531  225,681,684
Offering of Units   1,372,452.207   22,743,972      --      22,743,972
Net loss                 --        (43,833,268)  (468,564) (44,301,832)
Redemptions        (3,697,952.573) (58,861,660) (375,859)  (59,237,519)
                   --------------  -----------  ---------  -----------
Partners' Capital,
December 31, 2005   9,210,124.323  143,289,197  1,597,108  144,886,305
                   ==============  ===========  =========  ===========
</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, 2005, 2004, AND 2003

<TABLE>
<CAPTION>
                      UNITS OF
                     PARTNERSHIP     LIMITED      GENERAL
                      INTEREST       PARTNERS     PARTNER       TOTAL
                   --------------  ------------  ---------  ------------
                                        $            $            $
<S>                <C>             <C>           <C>        <C>
Partners' Capital,
December 31, 2002   6,177,658.232   115,164,948  1,231,272   116,396,220
Offering of Units   7,061,916.942   143,646,579  1,330,000   144,976,579
Net income               --          26,947,948    297,290    27,245,238
Redemptions          (869,013.907)  (17,908,245)     --      (17,908,245)
                   --------------  ------------  ---------  ------------
Partners' Capital,
December 31, 2003  12,370,561.267   267,851,230  2,858,562   270,709,792
Offering of Units  10,495,671.792   219,363,280  2,170,000   221,533,280
Net income               --          12,333,083    118,402    12,451,485
Redemptions        (1,368,456.859)  (28,256,679)     --      (28,256,679)
                   --------------  ------------  ---------  ------------
Partners' Capital,
December 31, 2004  21,497,776.200   471,290,914  5,146,964   476,437,878
Offering of Units   6,774,055.862   126,736,962    480,000   127,216,962
Net loss                 --         (77,357,066)  (854,029)  (78,211,095)
Redemptions        (5,615,087.325) (103,859,020)  (263,246) (104,122,266)
                   --------------  ------------  ---------  ------------
Partners' Capital,
December 31, 2005  22,656,744.737   416,811,790  4,509,689   421,321,479
                   ==============  ============  =========  ============
</TABLE>

MORGAN STANLEY CHARTER MILLBURN L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003

<TABLE>
<CAPTION>
                      UNITS OF
                     PARTNERSHIP     LIMITED     GENERAL
                      INTEREST       PARTNERS    PARTNER     TOTAL
                   --------------  -----------  --------  -----------
                                        $           $          $
<S>                <C>             <C>          <C>       <C>
Partners' Capital,
December 31, 2002   3,959,184.005   43,800,015   479,826   44,279,841
Offering of Units   2,596,025.144   29,901,428   220,000   30,121,428
Net loss                 --         (1,275,885)  (12,628)  (1,288,513)
Redemptions          (714,993.710)  (8,236,758)    --      (8,236,758)
                   --------------  -----------  --------  -----------
Partners' Capital,
December 31, 2003   5,840,215.439   64,188,800   687,198   64,875,998
Offering of Units   2,031,792.936   21,322,002    60,000   21,382,002
Net loss                 --         (4,419,596)  (40,444)  (4,460,040)
Redemptions        (2,111,461.350) (21,209,420)    --     (21,209,420)
                   --------------  -----------  --------  -----------
Partners' Capital,
December 31, 2004   5,760,547.025   59,881,786   706,754   60,588,540
Offering of Units     589,614.840    5,806,303     --       5,806,303
Net loss                 --         (1,059,720)   (3,649)  (1,063,369)
Redemptions        (1,938,675.321) (19,003,244) (196,689) (19,199,933)
                   --------------  -----------  --------  -----------
Partners' Capital,
December 31, 2005   4,411,486.544   45,625,125   506,416   46,131,541
                   ==============  ===========  ========  ===========
</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,
                                        ------------------------------------
                                            2005         2004        2003
                                        -----------  -----------  ----------
                                             $            $           $
   <S>                                  <C>          <C>          <C>
   CASH FLOWS FROM
    OPERATING ACTIVITIES
   Net income                            32,367,320    3,033,128   7,350,048
   Noncash item included in net
    income:
     Net change in unrealized            11,953,244    6,209,755  (4,715,846)
   Increase in operating assets:
     Restricted cash                    (10,755,484) (18,927,514) (7,566,872)
     Interest receivable
      (Morgan Stanley DW)                  (699,562)    (366,414)    (57,130)
   Increase (decrease) in operating
    liabilities:
     Accrued brokerage fees
      (Morgan Stanley DW)                   607,474      864,031     422,526
     Accrued management fees                292,549      366,349     180,575
     Accrued incentive fees                  --           (9,503)      9,503
                                        -----------  -----------  ----------
   Net cash provided by (used for)
    operating activities                 33,765,541   (8,830,168) (4,377,196)
                                        -----------  -----------  ----------

   CASH FLOWS FROM
    FINANCING ACTIVITIES
   Cash received from offering of Units 151,835,689  171,067,686  84,088,113
   Cash paid from redemptions of Units  (64,666,231) (11,991,071) (4,855,512)
                                        -----------  -----------  ----------
   Net cash provided by financing
    activities                           87,169,458  159,076,615  79,232,601
                                        -----------  -----------  ----------

   Net increase in unrestricted cash    120,934,999  150,246,447  74,855,405
   Unrestricted cash at beginning of
    period                              239,516,085   89,269,638  14,414,233
                                        -----------  -----------  ----------

   Unrestricted cash at end of period   360,451,084  239,516,085  89,269,638
                                        ===========  ===========  ==========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER MSFCM L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                        -------------------------------------
                                            2005         2004         2003
                                        -----------  -----------  -----------
                                             $            $            $
 <S>                                    <C>          <C>          <C>
 CASH FLOWS FROM
  OPERATING ACTIVITIES
 Net loss                               (44,301,832)  (9,789,014) (16,322,078)
 Noncash item included in net loss:
   Net change in unrealized               5,603,030   (6,112,856)     655,041
 (Increase) decrease in operating
  assets:
   Restricted cash                       12,412,773   (5,457,466)  (7,667,510)
   Interest receivable
    (Morgan Stanley DW)                    (142,089)    (222,227)     (43,975)
 Increase (decrease) in operating
  liabilities:
   Accrued brokerage fees
    (Morgan Stanley DW)                    (365,305)     288,773      411,884
   Accrued management fees
    (VK Capital)                           (106,710)      92,407      141,966
                                        -----------  -----------  -----------
 Net cash used for operating activities (26,900,133) (21,200,383) (22,824,672)
                                        -----------  -----------  -----------

 CASH FLOWS FROM
  FINANCING ACTIVITIES
 Cash received from offering of Units    26,817,698   95,673,242  112,755,933
 Cash paid from redemptions of Units    (58,958,439) (28,296,818)  (9,688,768)
                                        -----------  -----------  -----------
 Net cash provided by (used for)
  financing activities                  (32,140,741)  67,376,424  103,067,165
                                        -----------  -----------  -----------

 Net increase (decrease) in
  unrestricted cash                     (59,040,874)  46,176,041   80,242,493
 Unrestricted cash at beginning of
  period                                191,266,794  145,090,753   64,848,260
                                        -----------  -----------  -----------

 Unrestricted cash at end of period     132,225,920  191,266,794  145,090,753
                                        ===========  ===========  ===========
</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,
                                       -------------------------------------
                                           2005         2004         2003
                                       -----------  -----------  -----------
                                            $            $            $
  <S>                                  <C>          <C>          <C>
  CASH FLOWS FROM
   OPERATING ACTIVITIES
  Net income (loss)                    (78,211,095)  12,451,485   27,245,238
  Noncash item included in net
   income (loss):
    Net change in unrealized            (2,618,843)  16,226,752   (9,253,741)
  (Increase) decrease in operating
   assets:
    Restricted cash                     58,163,783  (44,045,645) (27,778,046)
    Interest receivable
     (Morgan Stanley DW)                  (552,167)    (582,869)     (82,925)
  Increase (decrease) in operating
   liabilities:
    Accrued brokerage fees
    (Morgan Stanley DW)                   (141,612)   1,065,884      700,176
    Accrued management fees                (16,055)     341,082      237,569
                                       -----------  -----------  -----------
  Net cash used for operating
  activities                           (23,375,989) (14,543,311)  (8,931,729)
                                       -----------  -----------  -----------

  CASH FLOWS FROM
   FINANCING ACTIVITIES
  Cash received from offering of Units 133,523,099  220,274,157  136,751,456
  Cash paid from redemptions of Units  (94,800,218) (25,636,027) (15,019,824)
                                       -----------  -----------  -----------
  Net cash provided by financing
   activities                           38,722,881  194,638,130  121,731,632
                                       -----------  -----------  -----------

  Net increase in unrestricted cash     15,346,892  180,094,819  112,799,903
  Unrestricted cash at beginning of
   period                              381,380,031  201,285,212   88,485,309
                                       -----------  -----------  -----------

  Unrestricted cash at end of period   396,726,923  381,380,031  201,285,212
                                       ===========  ===========  ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER MILLBURN L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                        ------------------------------------
                                            2005         2004        2003
                                        -----------  -----------  ----------
                                             $            $           $
   <S>                                  <C>          <C>          <C>
   CASH FLOWS FROM
    OPERATING ACTIVITIES
   Net loss                              (1,063,369)  (4,460,040) (1,288,513)
   Noncash item included in net loss:
     Net change in unrealized             2,911,685    1,078,871  (1,734,999)
   (Increase) decrease in operating
    assets:
     Restricted cash                     (1,016,681)   1,879,904  (3,059,847)
     Interest receivable
      (Morgan Stanley DW)                   (45,889)     (46,444)      3,033
   Increase (decrease) in operating
    liabilities:
     Accrued brokerage fees
      (Morgan Stanley DW)                   (79,350)      (3,746)     96,557
     Accrued management fees                (22,244)      (1,199)     36,176
                                        -----------  -----------  ----------
   Net cash provided by (used for)
    operating activities                    684,152   (1,552,654) (5,947,593)
                                        -----------  -----------  ----------

   CASH FLOWS FROM
    FINANCING ACTIVITIES
   Cash received from offering of Units   6,637,841   23,001,426  28,930,014
   Cash paid from redemptions of Units  (19,655,621) (21,120,813) (6,901,578)
                                        -----------  -----------  ----------
   Net cash provided by (used for)
    financing activities                (13,017,780)   1,880,613  22,028,436
                                        -----------  -----------  ----------

   Net increase (decrease) in
    unrestricted cash                   (12,333,628)     327,959  16,080,843
   Unrestricted cash at beginning of
    period                               53,092,121   52,764,162  36,683,319
                                        -----------  -----------  ----------

   Unrestricted cash at end of period    40,758,493   53,092,121  52,764,162
                                        ===========  ===========  ==========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER CAMPBELL L.P.

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                  LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE
FUTURES AND FORWARD CONTRACTS:                                      GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS
------------------------------                                    --------------- ------------- ---------------- -------------
2005 PARTNERSHIP NET ASSETS: $393,064,313                                $              %              $               %
<S>                                                               <C>             <C>           <C>              <C>
Commodity                                                           (3,105,740)       (0.79)           --              --
Equity                                                                (222,463)       (0.06)          (84,893)       (0.02)
Foreign currency                                                    (6,119,861)       (1.56)       (4,804,870)       (1.22)
Interest rate                                                          106,175         0.03         2,415,862         0.61
                                                                    ----------        -----        ----------        -----
  Grand Total:                                                      (9,341,889)       (2.38)       (2,473,901)       (0.63)
                                                                    ==========        =====        ==========        =====
  Unrealized Currency Loss

  Total Net Unrealized Loss per Statement of Financial Condition

2004 PARTNERSHIP NET ASSETS: $275,500,714
Commodity                                                             (559,611)       (0.20)           --              --
Equity                                                               1,898,546         0.69            --              --
Foreign currency                                                    (1,727,800)       (0.63)       (3,015,578)       (1.09)
Interest rate                                                        2,000,017         0.72           452,692         0.16
                                                                    ----------        -----        ----------        -----
  Grand Total:                                                       1,611,152         0.58        (2,562,886)       (0.93)
                                                                    ==========        =====        ==========        =====
  Unrealized Currency Loss

  Total Net Unrealized Loss per Statement of Financial Condition

</TABLE>
<TABLE>
<CAPTION>
                                                                  NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:                                     GAIN/(LOSS)
------------------------------                                    --------------
2005 PARTNERSHIP NET ASSETS: $393,064,313                               $
<S>                                                               <C>
Commodity                                                           (3,105,740)
Equity                                                                (307,356)
Foreign currency                                                   (10,924,731)
Interest rate                                                        2,522,037
                                                                   -----------
  Grand Total:                                                     (11,815,790)

  Unrealized Currency Loss                                          (1,134,676)
                                                                   -----------
  Total Net Unrealized Loss per Statement of Financial Condition   (12,950,466)
                                                                   ===========
2004 PARTNERSHIP NET ASSETS: $275,500,714
Commodity                                                             (559,611)
Equity                                                               1,898,546
Foreign currency                                                    (4,743,378)
Interest rate                                                        2,452,709
                                                                   -----------
  Grand Total:                                                        (951,734)

  Unrealized Currency Loss                                             (45,488)
                                                                   -----------
  Total Net Unrealized Loss per Statement of Financial Condition      (997,222)
                                                                   ===========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER MSFCM L.P.

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2005 AND 2004

<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)
------------------------------                     --------------- ------------- ---------------- ------------- --------------
2005 PARTNERSHIP NET ASSETS: $144,886,305                 $              %              $               %             $
<S>                                                <C>             <C>           <C>              <C>           <C>
Commodity                                             4,260,768         2.94          (292,043)       (0.20)       3,968,725
Equity                                                1,100,792         0.76            --              --         1,100,792
Foreign currency                                      2,914,320         2.01           332,578         0.23        3,246,898
Interest rate                                          (147,334)       (0.10)           (7,256)       (0.01)        (154,590)
                                                     ----------        -----        ----------        -----       ----------
 Grand Total:                                         8,128,546         5.61            33,279         0.02        8,161,825
                                                     ==========        =====        ==========        =====
 Unrealized Currency Loss                                                                                           (741,137)
                                                                                                                  ----------
 Total Net Unrealized Gain per Statement of
   Financial Condition                                                                                             7,420,688
                                                                                                                  ==========
2004 PARTNERSHIP NET ASSETS: $225,681,684
Commodity                                             1,491,833         0.66        (1,169,823)       (0.52)         322,010
Equity                                                3,573,003         1.58            --              --         3,573,003
Foreign currency                                      8,362,854         3.71            --              --         8,362,854
Interest rate                                           613,394         0.27           486,725         0.22        1,100,119
                                                     ----------        -----        ----------        -----       ----------
 Grand Total:                                        14,041,084         6.22          (683,098)       (0.30)      13,357,986
                                                     ==========        =====        ==========        =====
 Unrealized Currency Loss                                                                                           (334,268)
                                                                                                                  ----------
 Total Net Unrealized Gain per Statement of
   Financial Condition                                                                                            13,023,718
                                                                                                                  ==========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER GRAHAM L.P.

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2005 AND 2004

<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)
------------------------------                     --------------- ------------- ---------------- ------------- --------------
2005 PARTNERSHIP NET ASSETS: $421,321,479                 $              %              $               %             $
<S>                                                <C>             <C>           <C>              <C>           <C>
Commodity                                             5,608,515         1.33        (1,541,659)       (0.37)       4,066,856
Equity                                                1,298,208         0.31            63,750         0.02        1,361,958
Foreign currency                                     (1,529,914)       (0.36)        3,258,728         0.77        1,728,814
Interest rate                                           292,861         0.07          (715,950)       (0.17)        (423,089)
                                                     ----------        -----        ----------        -----       ----------
 Grand Total:                                         5,669,670         1.35         1,064,869         0.25        6,734,539
                                                     ==========        =====        ==========        =====
 Unrealized Currency Loss                                                                                         (3,875,782)
                                                                                                                  ----------
 Total Net Unrealized Gain per Statement of
   Financial Condition                                                                                             2,858,757
                                                                                                                  ==========

2004 PARTNERSHIP NET ASSETS: $476,437,878
Commodity                                              (757,683)       (0.16)          852,477         0.18           94,794
Equity                                                8,942,281         1.88            --              --         8,942,281
Foreign currency                                     (5,479,156)       (1.15)       (2,287,245)       (0.48)      (7,766,401)
Interest rate                                         2,408,876         0.50           443,338         0.09        2,852,214
                                                     ----------        -----        ----------        -----       ----------
 Grand Total:                                         5,114,318         1.07          (991,430)       (0.21)       4,122,888
                                                     ==========        =====        ==========        =====
 Unrealized Currency Loss                                                                                         (3,882,974)
                                                                                                                  ----------
 Total Net Unrealized Gain per Statement of
   Financial Condition                                                                                               239,914
                                                                                                                  ==========
</TABLE>

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

<PAGE>

MORGAN STANLEY CHARTER MILLBURN L.P.

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                  LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE
FUTURES AND FORWARD CONTRACTS:                                      GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS
------------------------------                                    --------------- ------------- ---------------- -------------
2005 PARTNERSHIP NET ASSETS: $46,131,541                                 $              %              $               %
<S>                                                               <C>             <C>           <C>              <C>
Commodity                                                              971,789         2.11         (217,221)        (0.47)
Equity                                                                 272,504         0.59            --              --
Foreign currency                                                    (1,330,719)       (2.88)        (267,908)        (0.58)
Interest rate                                                          102,950         0.22          202,282          0.44
                                                                    ----------        -----         --------         -----
  Grand Total:                                                          16,524         0.04         (282,847)        (0.61)
                                                                    ==========        =====         ========         =====
  Unrealized Currency Gain

  Total Net Unrealized Gain per Statement of Financial Condition


2004 PARTNERSHIP NET ASSETS: $60,588,540
Commodity                                                               18,125         0.03           97,467          0.16
Equity                                                                 504,281         0.83            --              --
Foreign currency                                                     1,029,901         1.70         (325,404)        (0.54)
Interest rate                                                          (11,832)       (0.02)          10,402          0.02
                                                                    ----------        -----         --------         -----
  Grand Total:                                                       1,540,475         2.54         (217,535)        (0.36)
                                                                    ==========        =====         ========         =====
  Unrealized Currency Gain

  Total Net Unrealized Gain per Statement of Financial Condition

</TABLE>
<TABLE>
<CAPTION>
                                                                  NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:                                     GAIN/(LOSS)
------------------------------                                    --------------
2005 PARTNERSHIP NET ASSETS: $46,131,541                                $
<S>                                                               <C>
Commodity                                                              754,568
Equity                                                                 272,504
Foreign currency                                                    (1,598,627)
Interest rate                                                          305,232
                                                                    ----------
  Grand Total:                                                        (266,323)

  Unrealized Currency Gain                                             652,143
                                                                    ----------
  Total Net Unrealized Gain per Statement of Financial Condition       385,820
                                                                    ==========

2004 PARTNERSHIP NET ASSETS: $60,588,540
Commodity                                                              115,592
Equity                                                                 504,281
Foreign currency                                                       704,497
Interest rate                                                           (1,430)
                                                                    ----------
  Grand Total:                                                       1,322,940

  Unrealized Currency Gain                                           1,974,565
                                                                    ----------
  Total Net Unrealized Gain per Statement of Financial Condition     3,297,505
                                                                    ==========
</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 MSFCM L.P. ("Charter MSFCM"), Morgan Stanley Charter
Graham L.P. ("Charter Graham"), and Morgan Stanley Charter Millburn L.P.
("Charter Millburn") (individually, a "Partnership", or collectively, the
"Partnerships") are limited partnerships organized to engage primarily in the
speculative trading of futures contracts, options on futures contracts, and
forward contracts on physical commodities and other commodity interests,
including, but not limited to, foreign currencies, financial instruments,
metals, energy, and agricultural products (collectively, "Futures Interests").
  The general partner for each Partnership is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW"). The clearing commodity brokers are Morgan Stanley & Co.
Incorporated ("MS&Co.") and Morgan Stanley & Co. International Limited
("MSIL"). Effective January 2006, for Charter Campbell, Morgan Stanley Capital
Group Inc. ("MSCG") acts as the counterparty on all of the options on foreign
currency forward contracts. The trading advisor for Charter MSFCM is VK Capital
Inc. ("VK Capital" or the "Trading Advisor"), formerly, Morgan Stanley Futures
& Currency Management Inc. Demeter, Morgan Stanley DW, MS&Co., MSIL, MSCG, and
VK Capital are wholly-owned subsidiaries of Morgan Stanley.
  Effective April 28, 2005, Morgan Stanley Futures & Currency Management Inc.
changed its name to VK Capital Inc.
  Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by Demeter and the limited partners
based on their proportional ownership interests.

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

<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 market on a daily
basis and 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. Monthly, Morgan Stanley DW
credits each Partnership with interest income on 100% of its average daily
funds held at Morgan Stanley DW. In addition, Morgan Stanley DW credits each
Partnership with 100% of the interest income Morgan Stanley DW receives from
MS&Co. and MSIL with respect to such Partnership's assets deposited as margin.
The interest rates used are equal to that earned by Morgan Stanley DW on its
U.S. Treasury bill investments. For purposes of such interest payments, Net
Assets do not include monies owed to the Partnerships on forward contracts and
other Futures Interests.
  The Partnerships' functional currency is the U.S. dollar; however, they
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.

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

CONDENSED SCHEDULES OF INVESTMENTS.  In December 2003, the American Institute
of Certified Public Accountants' Accounting Standards Executive Committee
issued Statement of Position 03-4 ("SOP 03-4") "Reporting Financial Highlights
and Schedule of Investments by Nonregistered Investment Partnerships: An
Amendment to the Audit and Accounting Guide Audits Of Investment Companies and
AICPA Statement of Position 95-2, Financial Reporting By Nonpublic Investment
Partnerships". SOP 03-4 requires commodity pools to disclose the number of
contracts, the contracts' expiration dates, and the cumulative unrealized
gains/(losses) on open futures contracts, when the cumulative unrealized
gains/(losses) on an open futures contract exceeds 5% of

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

Net Assets, taking long and short positions into account separately. SOP 03-4
also requires ratios for net investment income/(losses), expenses before and
after incentive fees, and net income/(losses) based on average net assets, and
ratios for total return before and after incentive fees based on average units
outstanding to be disclosed in Financial Highlights. SOP 03-4 was effective for
fiscal years ending after December 15, 2003.

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS.  The Partnerships' asset "Equity
in futures interests trading accounts", reflected on the Statements of
Financial Condition, consists of (A) cash on deposit with Morgan Stanley DW,
MS&Co., and MSIL to be used as margin for trading; (B) net unrealized gains or
losses on open contracts, which are valued at market and calculated as the
difference between original contract value and market value; and (C) net option
premiums, which represent the net of all monies paid and/or received for such
option premiums.
  The Partnerships, in their normal course of business, enter into various
contracts with MS&Co. and MSIL acting as their commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, 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 agreements with MS&Co., the sole counterparty on such
contracts. The Partnerships have consistently applied their right to offset.

BROKERAGE AND RELATED TRANSACTION FEES AND COSTS.  Each Partnership currently
pays a flat-rate monthly brokerage fee of  1/12 of 6.00% of the Partnership's
Net Assets as of the first day of each month (a 6.00% annual rate). Such fees
currently cover all brokerage fees, transaction fees and costs, and ordinary
administrative and offering expenses.
  From August 1, 2002 to June 30, 2005, each Partnership paid a flat-rate
monthly brokerage fee of  1/12 of 6.25% of the Partnership's Net Assets as of
the first day of each month (a 6.25% annual rate).

<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 Morgan Stanley DW through the brokerage fees paid by the
Partnerships.

CONTINUING OFFERING.  Units of each Partnership are offered at a price equal to
100% of the Net Asset Value per Unit at monthly closings held as of the last
day of each month. No selling commissions or charges related to the continuing
offering of Units are paid by the limited partners or the Partnerships. Morgan
Stanley DW pays all such costs.

REDEMPTIONS.  Limited partners may redeem some or all of their Units 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
Morgan Stanley DW.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


EXCHANGES.  On the last day of the first month which occurs more than six
months after a person first becomes a limited partner in any of the
Partnerships, and at the end of each month thereafter, limited partners may
exchange their investment among the Partnerships (subject to certain
restrictions outlined in the Limited Partnership Agreements) without paying
additional charges.

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.

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

LITIGATION SETTLEMENT.  On February 27, 2002, Charter MSFCM received
notification of a preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator, and Charter MSFCM received settlement
award payments in the amount of $292,406 during August 2002, $2,880 during July
2004 and $3,661 during November 2005. Any amounts received are accounted for in
the period received, for the benefit of the limited partners at the date of
receipt.

RECLASSIFICATIONS.  Certain prior year amounts relating to cash balances were
reclassified on the Statements of Financial Condition and the related
Statements of Cash Flows to conform to 2005 presentation. Such
reclassifications have no impact on the Partnerships' reported net income
(loss).

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


--------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
Each Partnership pays brokerage fees to Morgan Stanley DW as described in Note
1. Each Partnership's cash is on deposit with Morgan Stanley DW, MS&Co., and
MSIL in futures interests trading accounts to meet margin requirements as
needed. Morgan Stanley DW pays interest on these funds as described in Note 1.
  Demeter, on behalf of Charter MSFCM and itself, entered into a Management
Agreement with VK Capital to make all trading decisions for the Partnership.
Charter MSFCM pays management and incentive fees (if any) to VK Capital.

--------------------------------------------------------------------------------
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, 2005 were as follows:
Morgan Stanley Charter Campbell L.P.
  Campbell & Company, Inc.

Morgan Stanley Charter MSFCM L.P.
  VK Capital Inc.

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

Morgan Stanley Charter Millburn L.P.
  Millburn Ridgefield Corporation
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:

MANAGEMENT FEE.  Charter MSFCM, Charter Graham, and Charter Millburn each pay
its trading advisor a flat-rate monthly fee equal to  1/12 of 2% (a 2% annual
rate) of the Partnership's Net Assets under management by each trading advisor
as of the first day of each month.
  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. Prior to August 1, 2003, Charter
Campbell paid a flat-rate monthly fee equal to 1/12 of 2.75% (a 2.75% annual
rate) of the Partnership's Net Assets under management as of the first day of
each month.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


INCENTIVE FEE.  Each Partnership's incentive fee is equal to 20% of trading
profits, paid on a quarterly basis for Charter MSFCM, and paid on a monthly
basis for Charter Campbell, Charter Graham, and Charter Millburn.
  Trading profits represent the amount by which profits from futures, forwards,
and options trading exceed losses after brokerage and management fees are
deducted. When a trading advisor experiences losses with respect to Net Assets
as of the end of a calendar month, or calendar quarter with respect to Charter
MSFCM, the trading advisor must recover such losses before that trading advisor
is eligible for an incentive fee in the future.

--------------------------------------------------------------------------------
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 market value of
these contracts, including interest rate volatility.
  The market value of exchange-traded contracts is based on the settlement
price quoted by the exchange on the day with respect to which market 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 market value of
off-exchange-traded contracts is based on the fair market 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 Statement of Financial
Accounting Standards 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;

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


(2)Requires no initial net investment or a smaller initial net investment than
   would be required relative to changes in market factors;

(3)Terms require or permit net settlement.

  Generally, derivatives include futures, forward, swaps or options contracts,
and other financial instruments with similar characteristics such as caps,
floors, and collars.
  The net unrealized gains (losses) on open contracts at December 31, reported
as a component of "Equity in futures interests trading accounts" on the
Statements of Financial Condition, and their longest contract maturities were
as follows:

CHARTER 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>
         2005 (2,025,735) (10,924,731) (12,950,466) Sep. 2006 Mar. 2006
         2004  3,746,156   (4,743,378)    (997,222) Sep. 2005 Mar. 2005
</TABLE>

CHARTER MSFCM

<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>
            2005 4,575,616 2,845,072  7,420,688 Sep. 2006 Mar. 2006
            2004 5,612,530 7,411,188 13,023,718 Sep. 2005 Mar. 2005
</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>
            2005   786,903  2,071,854  2,858,757 Jun. 2007 Mar. 2006
            2004 7,966,178 (7,726,264)   239,914 Jun. 2006 Mar. 2005
</TABLE>

CHARTER MILLBURN

<TABLE>
<CAPTION>
                      NET UNREALIZED GAINS/
                   (LOSSES) ON OPEN CONTRACTS    LONGEST MATURITIES
                 ------------------------------- -------------------
                              OFF-                           OFF-
                 EXCHANGE-  EXCHANGE-            EXCHANGE- EXCHANGE-
            YEAR  TRADED     TRADED      TOTAL    TRADED    TRADED
            ---- --------- ----------  --------- --------- ---------
                     $          $          $
            <S>  <C>       <C>         <C>       <C>       <C>
            2005 1,984,446 (1,598,626)   385,820 Oct. 2006 Mar. 2006
            2004 2,593,008    704,497  3,297,505 Dec. 2005 Mar. 2005
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)

  The Partnerships have credit risk associated with counterparty
nonperformance. As of the date of the financial statement, 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.
  The Partnerships also have credit risk because Morgan Stanley DW, MS&Co.,
MSIL, and/or MSCG act as the futures commission merchants or the
counterparties, with respect to most of the Partnerships' assets.
Exchange-traded futures, forward, and futures-styled options contracts are
marked to market on a daily basis, with variations in value settled on a daily
basis. Morgan Stanley DW, MS&Co., and MSIL, each as a futures commission
merchant for each Partnership's exchange-traded futures, forward, and
futures-styled options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures, forward, and futures-styled options
contracts, including an amount equal to the net unrealized gains (losses) on
all open futures, forward and futures-styled options contracts, which funds, in
the aggregate, totaled $396,667,080 and $270,748,488 for Charter Campbell,
$146,564,699 and $219,055,260 for Charter MSFCM, $427,198,898 and $477,195,064
for Charter Graham, and $48,872,400 and $60,797,909 for Charter Millburn at
December 31, 2005 and 2004, respectively. With respect to each Partnership's
off-exchange-traded forward currency contracts, there are no daily
exchange-required settlements of variation in value, nor is there any
requirement that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated. However, each Partnership is required to meet
margin requirements equal to the net unrealized loss on open contracts in the
Partnership accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of 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. Each Partnership has a
netting agreement with MS&Co. These agreements, which seek to reduce both the
Partnerships' and MS&Co.'s exposure on off- exchange-traded forward currency
contracts, should materially decrease the Partnerships' credit risk in the
event of MS&Co.'s bankruptcy or insolvency.

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(continued)


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

CHARTER CAMPBELL

<TABLE>
                  <S>                                 <C>
                  PER UNIT OPERATING PERFORMANCE:
                  NET ASSET VALUE, JANUARY 1, 2005:   $ 11.58
                                                      -------
                  NET OPERATING RESULTS:
                     Interest Income                     0.34
                     Expenses                           (1.04)
                     Realized Profit                     2.25
                     Unrealized Loss                    (0.43)
                                                      -------
                     Net Income                          1.12
                                                      -------
                  NET ASSET VALUE, DECEMBER 31, 2005: $ 12.70
                                                      =======

                  FOR THE 2005 CALENDAR YEAR:
                  RATIOS TO AVERAGE NET ASSETS:
                     Net Investment Loss               (5.7)%
                     Expenses before Incentive Fees     8.5 %
                     Expenses after Incentive Fees      8.5 %
                     Net Income                         9.6 %
                  TOTAL RETURN BEFORE INCENTIVE FEES    9.7 %
                  TOTAL RETURN AFTER INCENTIVE FEES     9.7 %

                  INCEPTION-TO-DATE RETURN             27.0 %
                  COMPOUND ANNUALIZED RETURN            7.6 %
</TABLE>

<TABLE>
               <S>                                      <C>
               CHARTER MSFCM

               PER UNIT OPERATING PERFORMANCE:
               NET ASSET VALUE, JANUARY 1, 2005:        $  19.56
                                                        --------
               NET OPERATING RESULTS:
                  Interest Income                           0.50
                  Expenses                                 (1.36)
                  Realized Loss                            (2.45)
                  Unrealized Loss                          (0.52)
                  Proceeds from Litigation Settlement      --
                                                        --------
                  Net Loss                                 (3.83)
                                                        --------
               NET ASSET VALUE, DECEMBER 31, 2005:      $  15.73
                                                        ========

               FOR THE 2005 CALENDAR YEAR:
               RATIOS TO AVERAGE NET ASSETS:
                  Net Investment Loss                     (5.4)%
                  Expenses before Incentive Fees           8.5 %
                  Expenses after Incentive Fees            8.5 %
                  Net Loss                               (25.5)%
               TOTAL RETURN BEFORE INCENTIVE FEES        (19.6)%
               TOTAL RETURN AFTER INCENTIVE FEES         (19.6)%

               INCEPTION-TO-DATE RETURN                   57.3 %
               COMPOUND ANNUALIZED RETURN                  3.9 %
</TABLE>

<PAGE>

MORGAN STANLEY CHARTER SERIES

NOTES TO FINANCIAL STATEMENTS
(concluded)


CHARTER GRAHAM

<TABLE>
                 <S>                                 <C>
                 PER UNIT OPERATING PERFORMANCE:
                 NET ASSET VALUE, JANUARY 1, 2005:   $  22.16
                                                     --------
                 NET OPERATING RESULTS:
                    Interest Income                      0.55
                    Expenses                            (1.54)
                    Realized Loss                       (2.68)
                    Unrealized Profit                    0.11
                                                     --------
                    Net Loss                            (3.56)
                                                     --------
                 NET ASSET VALUE, DECEMBER 31, 2005: $  18.60
                                                     ========

                 FOR THE 2005 CALENDAR YEAR:
                 RATIOS TO AVERAGE NET ASSETS:
                    Net Investment Loss                (5.3)%
                    Expenses before Incentive Fees      8.2 %
                    Expenses after Incentive Fees       8.2 %
                    Net Loss                          (18.1)%
                 TOTAL RETURN BEFORE INCENTIVE FEES   (16.1)%
                 TOTAL RETURN AFTER INCENTIVE FEES    (16.1)%

                 INCEPTION-TO-DATE RETURN              86.0 %
                 COMPOUND ANNUALIZED RETURN             9.5 %
</TABLE>

CHARTER MILLBURN

<TABLE>
                  <S>                                 <C>
                  PER UNIT OPERATING PERFORMANCE:
                  NET ASSET VALUE, JANUARY 1, 2005:   $ 10.52
                                                      -------
                  NET OPERATING RESULTS:
                     Interest Income                     0.26
                     Expenses                           (0.81)
                     Realized Profit                     1.04
                     Unrealized Loss                    (0.55)
                                                      -------
                     Net Loss                           (0.06)
                                                      -------
                  NET ASSET VALUE, DECEMBER 31, 2005: $ 10.46
                                                      =======

                  FOR THE 2005 CALENDAR YEAR:
                  RATIOS TO AVERAGE NET ASSETS:
                     Net Investment Loss               (5.6)%
                     Expenses before Incentive Fees     8.3 %
                     Expenses after Incentive Fees      8.3 %
                     Net Loss                          (2.1)%
                  TOTAL RETURN BEFORE INCENTIVE FEES   (0.6)%
                  TOTAL RETURN AFTER INCENTIVE FEES    (0.6)%

                  INCEPTION-TO-DATE RETURN              4.6 %
                  COMPOUND ANNUALIZED RETURN            0.7 %
</TABLE>

<PAGE>

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